Orderbot Referral Partner Program

The following is a list of our complete terms and conditions that apply to all members of the Orderbot Partner Program “the Agreement”, as between Orderbot and the Partner (together, “the Parties”). Please read this agreement in its entirety.

By submitting the application form or linking to the Orderbot website you are deemed to have agreed to be bound to the terms and conditions set out in this agreement.

Everyday language summaries are provided for your benefit and are not legally binding. Please read the “Partner Program Agreement” for the complete picture of your legal requirements. By using Orderbot or any Orderbot services, you are agreeing to these terms. Be sure to occasionally check back for updates.

  1. Definitions

1.1. Acquisition

Shall mean a monetary transaction made by a Lead who opens an Orderbot account and conducts activities on our platform.

1.2. Partner

Shall mean an entity that has agreed to the terms of the Partner Program herein to work with Orderbot to promote the Service by (a) referring clients to Orderbot; (b) providing support, implementation or consulting services for Orderbot customers (c) developing apps using the Orderbot Application Interface (API) for merchant use.

1.3. Creative

Shall mean any marketing and/or promotional materials relating to Orderbot and/or Orderbot brands that are promoted by Orderbot and Orderbot Related Entities as Orderbot deems necessary or appropriate.

1.4. Confidential Information

Shall include, but shall not be limited to, any and all information associated with the other Party’s business and not publicly known, including, the contents of this Agreement, specific trading information, technical processes and formulas, source codes, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary.

1.5. The Service

Refers to the Orderbot software platform available via the Orderbot website and any associated websites including admin.Orderbot.com , www.Orderbot.com, and any others.

1.6. Lead

Shall mean any unique user that has registered for a paid Orderbot account introduced by a Orderbot Partner that actively promoted the Platform. A Lead cannot be owned by a Orderbot Partner and for which that partner seeks commissions or compensation pursuant to this Agreement.

1.7. Malware and Spyware

Relates to the use of pop-up banners that hide banners that are displayed on a website, the placement of icons beside keywords found in text that if clicked will take the visitor to another website, and other similar practices.

1.8. Names and Trademarks

Refers to any names and/or trademarks or any other protected marks associated with the Orderbot service and Orderbot Software Inc.

1.9. Opt-in List

Shall mean the list of emails where the individuals on the list have expressly elected to receive e-mails from Orderbot Partners.

1.10. Prospective Partners

Refers to any other marketing organizations and/or website owners and/or operators that may be potential partners of Orderbot.

1.11 App Developer

Shall mean an Orderbot Partner that develops applications using the Orderbot Application Programming Interface (“Orderbot API”) for distribution or use anywhere.

1.12. Related Entity[ies]

Shall mean any entity that, directly or indirectly, controls, is controlled by, or is under common control with, Orderbot; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.

1.13. Territory

Shall mean any area, location, territory or jurisdiction as defined by Orderbot from time to time and subject to the terms of use of the Orderbot Service.

1.14. Websites

Refers to any Orderbot account associated with websites that are managed by a Orderbot Partner that currently have or will have a marketing arrangement with Orderbot.

1.16. Term

“Lifetime” refers to the period of time the Orderbot Partner has a partner relationship with the merchant, and/or the period of time the Orderbot Partner has an active partner account.

Which means

This section clarifies and defines any ambiguous words in the terms and conditions.

2.0 Responsibilities of the Partner

2.1 Activities

The Orderbot Partner will use its best efforts to (a) promote and market Orderbot, and (b) identify for Orderbot prospective Leads. In no event shall Orderbot Partner engage in any marketing or promotional activity related to Orderbot in any area, location, territory or jurisdiction outside of the Territory as defined by Orderbot from time to time. Orderbot Partner shall bear all costs and expenses for such activities unless otherwise determined by Orderbot, in its sole discretion.

2.2. Creative

All Creative will be solely provided by Orderbot alone except where agreed to by Orderbot in writing in advance. Orderbot will provide Orderbot Partner with copies of or access to Creative. The Creative shall be accessible from Orderbot Partner Program website. The Creative is provided “as is” and without warranty of any kind.

Which means

Partners will do their best to promote Orderbot using the creative materials provided by Orderbot.

2.3. Use of Creative

Orderbot Partner may display Creative on the Websites solely for the purpose of marketing and promoting Orderbot brands promoted by Orderbot and by Orderbot Related Entities during the term of this Agreement, or until such earlier time as Orderbot may, upon reasonable prior notice, instruct Orderbot Partner to cease displaying the Creative. Orderbot Partner may not alter, amend, adapt or translate the Creative without Orderbot’s prior written consent. Nothing contained in any Creative shall in any way be deemed a representation or warranty of Orderbot or any of Orderbot Related Entity. The Creative shall at all times be the sole and exclusive property of Orderbot and no rights of ownership shall at any time vest with the Orderbot Partner even in such instances where the partner has been authorized by Orderbot to make changes or modifications to the Creative.

Which means

The creative materials Orderbot provides cannot be changed and must be used only to promote the Orderbot brand.

2.4. E-Mail Internet Marketing

In no event shall a Orderbot Partner engage in any e-mail marketing or promotion with respect to Orderbot and/or any Orderbot Related Entity except as expressly set forth in this Agreement. In the event that Orderbot Partner has an Opt-in List, Orderbot Partner may make a written request to Orderbot to send e-mails regarding the offering of Orderbot and Orderbot Related Entities to the individuals on the Opt-in List. In the event Orderbot approves such request, Orderbot Partner shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and “spamming”. Without limiting the generality of the foregoing, Orderbot Partner shall (a) not send any e-mail regarding Orderbot and/or Orderbot Related Entities to any individual or entity that has not requested such information and (b) always include “unsubscribe” information at the top and bottom of any e-mail regarding Orderbot, Orderbot Related Entities and/or the Orderbot platform.

Which means

Partners cannot send e-mail marketing materials about Orderbot without its permission.

If Orderbot does give permission, the messages must comply with all the laws about this type of marketing.

2.5 Unauthorized & Prohibited Marketing Activities

In addition to the restrictions of Section 2.4 above, a Orderbot Partner shall not (a) engage in any fax, broadcast or telemarketing and any other offline marketing methods with respect to Orderbot, Orderbot Related Entities and/or Orderbot; (b) use Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods in any of its dealings relating to Orderbot, Orderbot Related Entities and/or Orderbot; (c) make any false, misleading or disparaging representations or statements with respect to Orderbot, Orderbot Related Entities or Orderbot; (d) misrepresent the Orderbot Partner’s affiliation with Orderbot; or (e) engage in any other practices which may affect adversely the credibility or reputation of Orderbot, Orderbot Related Entities or Orderbot, including but not limited to, using any Website in any manner, or having any content on any Website, that (i) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party.

Which means

The partner cannot engage in any illegal or aggressive marketing techniques on behalf of Orderbot.

The partner must not make any false or misleading statements about Orderbot or represent anything that could cause harm to the credibility of the company.

2.6 Prohibited Marketing Activities by a Partner

A Orderbot Partner shall not purchase search engine or other pay-per-click keywords (such as Google AdWords), or domain names that use Orderbot or Orderbot Technologies’ trademarks and/or variations and misspellings thereof.

Which means

Partners cannot buy search engine advertising or domain names that mention “Orderbot” in any way.

2.7. Compliance with Laws

In addition to, and without limiting the provisions of this Agreement, Orderbot Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.

Which means

The partner will comply with all laws that apply to them.

2.8. Partner Duty to Inform

Orderbot Partner shall promptly inform Orderbot of any information known to Orderbot Partner related to any Leads or prospective partners that could reasonably lead to a claim, demand or liability of or against Orderbot and/or the Orderbot Related Entities by any third party.

Which means

The partner has to keep Orderbot informed about leads and liabilities relating to the company.

  1. Fees and payment

Orderbot Partner shall be entitled to receive the Fees as set forth below under “Orderbot Partner Commercial Terms” (the “Fees” and/or the “partner Fees”). The Fees shall be due on a periodic basis in accordance with the date of sign up to the Partner Program. All payments are subject to risk analysis considerations and Anti-Money Laundering procedures. Orderbot reserves the right to demand and receive information about any Lead and to assess the competency of such Lead for payments. Orderbot shall not be responsible to pay any commissions for a Lead created or owned in whole or in part by an Orderbot Partner.

Which means

The partner will be paid fees for the customers they provide. Orderbot will periodically pay these fees.

  1. Termination
4.1. Termination

Orderbot may terminate this Agreement at any time, with or without cause, effective immediately upon notice to Orderbot Partner.

Fraudulent or other unacceptable behaviour as defined by Orderbot can result in termination of partner/client relationship or termination of partner account entirely without notice to, or recourse for, the Orderbot Partner.

Orderbot Partner, can terminate this Agreement at any time, with or without cause, effective immediately upon notice to Orderbot.

Which means

Both Orderbot and the partner can end this agreement at any time by providing notice.

If there is fraud or any other unacceptable behavior by the partner, Orderbot can end the agreement without notice.

4.2. Consequences of Termination

Upon expiration or termination of this Agreement: (a) each Party shall return to the other Party all property of the other Party in its possession or control (including all Creative and all Confidential Information); (b) Orderbot Partner shall immediately cease displaying any Creative on any Website or otherwise; and (c) all rights granted to Orderbot Partner hereunder will immediately cease.

Which means

If the agreement ends, all creative material must be returned to Orderbot and removed from the partner’s websites.

  1. Proprietary rights

5.1. Proprietary Rights of Orderbot

As between Orderbot Partner and Orderbot, the Creative, all demographic and other information relating to Leads, Prospective partners and partners, the Platforms and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Orderbot or otherwise related to Orderbot, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Orderbot Property”) shall be and remain the sole and exclusive property of Orderbot. To the extent, if any, that ownership of any Orderbot Property does not automatically vest in Orderbot by virtue of this Agreement, or otherwise, Orderbot Partner hereby transfers and assigns to Orderbot, upon the creation thereof, all rights, title and interest Orderbot Partner may have in and to such Orderbot Property, including the right to sue and recover for past, present and future violations thereof.

Which means

All of the intellectual property you have access to belongs entirely to Orderbot.

  1. Confidential

Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations hereunder. Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement. Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing Party, at the time of disclosure of such information; (ii) is independently developed by the non-disclosing Party without breaching any provisions of this Agreement; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing Party without breaching any provision of this Agreement.

Which means

Both Orderbot and the partner agree to use confidential information only to perform the obligations of this agreement.

Confidential information must be protected and respected.

  1. Disclaimer of warranty

Orderbot makes no warranties hereunder, and Orderbot expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, Orderbot further disclaims all representations and warranties, express or implied, that the platforms do not infringe or otherwise violate any intellectual property or other proprietary right of any third party in any jurisdiction, including, but not limited to, the territory. Orderbot Partner understands and agrees that the platforms may not satisfy all of the leads’ requirements and may not be uninterrupted or error-free.

Which means

Orderbot makes no warranties about the platform or the company’s ability to satisfy the needs of the customers.

  1. Limitation of liability and indemnification

8.1. Limitation of Liability

Orderbot shall have no liability with respect to the platforms or its obligations under this agreement or otherwise for any indirect, consequential, exemplary, special, incidental or punitive damages even if Orderbot has been advised of the possibility of such damages. In any event, Orderbot’s liability to Orderbot Partner under this agreement for any reason will be limited to the amounts paid to Partner by Orderbot during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.

Which means

Orderbot is limiting its liability in regard to the platform and its obligations under the contract.

If there is a liability owed to the partner, Orderbot will provide no more than what was paid to the partner 6 months prior to the event.

8.2 Indemnification

8.2.1. Orderbot Partner Indemnification.

Orderbot Partner agrees to indemnify, defend and hold harmless Orderbot and any Orderbot Related Entities and the directors, officers, employees, subcontractors and agents thereof (collectively, the “Indemnified Party”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) Orderbot Partner ‘s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Orderbot Partner’s gross negligence or willful misconduct; or ( c) any warranty, condition, representation, indemnity or guarantee relating to Orderbot and Orderbot Related Entities granted by Orderbot Partner to any Lead, Prospective partner or other third party.

Which means

The partner will cover all costs associated with a claim made against Orderbot if it is caused by negligence, misconduct or breach of contract on the part of the partner.

8.2.2. Notice of Indemnification.

In claiming any indemnification hereunder, the Indemnified Party shall promptly provide Orderbot Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the foregoing paragraphs. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Orderbot Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party’s written consent, which shall not be unreasonably withheld.

Which means

Orderbot will notify the partner if any of the above claims occur and may choose to assist in the defense.

  1. Non-exclusive remedies

In the event (a) Orderbot Partner markets or promotes Orderbot and/or any Orderbot Related Entity that promotes the Orderbot platform to any person or entity outside of the Territory or (b) of any breach or threatened breach of any provision of Sections 2, 5 and/or 6 above, in addition to all other rights and remedies available to Orderbot under this Agreement and under applicable law, Orderbot shall have the right to (i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (ii) immediately terminate this Agreement and Orderbot Partner ’s engagement hereunder, (iii) receive a prompt refund of all amounts paid to Orderbot Partner hereunder and (iv) be indemnified for any losses, damages or liability incurred by Orderbot in connection with such violation, in accordance with the provisions of Section 8 above.

Which means

If a partner markets the Orderbot platform outside of the territory or breaches sections 2, 5 or 6, Orderbot has rights outside of ‘breach of contract’.

  1. General provisions

10.1. Force Majeure

If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

Which means

In case something serious happens outside the control of either Orderbot or the partner, both will be excused from performance of duties associated with this event.

10.2. Independent Contractors

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.

Which means

Both Orderbot and the partner are considered to be independent contractors and are not agents of each other.

10.3. Notice

Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally or by e-mail to the Party to which the same is directed; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties as set forth on the Registration Page.

Which means

Notice is considered to be sent on the day it is emailed, 2 days after it is given to a courier, or 5 days after it is placed in the mail.

10.4. No Waiver

The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

Which means

If a provision is not enforced by either party, it does not mean that they are waiving their rights to that provision.

10.5. Entire Agreement

This Agreement, including all Exhibits hereto, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein. Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

Which means

This is a complete agreement and replaces previous agreements.

10.6. Assignment

All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, assigns and legal representatives. Orderbot Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without Orderbot’s prior written consent, to be given or withheld in Orderbot’s sole discretion.

Which means

The partner cannot assign away or transfer this agreement to another party without Orderbot’s consent.

10.7. Applicable Laws

This Agreement shall be governed, construed and enforced in accordance with the laws of the Province of Ontario, Canada. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in the Province of Ontario, Canada, and by execution of this Agreement each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.

By marking the ‘I have read and agree to the terms and conditions’ checkbox, Orderbot Partner hereby fully agrees with all terms and provisions.

Which means

This agreement is covered by the laws of Canada. If anything were to go wrong, Canada is where the issue would be litigated.

  1. Orderbot Partner Commercial Terms

11.1. Revenue Sharing Plans

All Fees payable to an Orderbot Partner will be calculated based on the Reference Plan.

The “Reference Plan” is a revenue sharing plan applicable where an Orderbot Partner introduces Orderbot to a Lead. Under the Reference Plan, such Orderbot Partner is entitled to five percent (5%) of the one time implementation and setup fee and ten percent (10%) of the total first year reoccurring revenue received by Orderbot from such client, with Orderbot being entitled to the remaining ninety percent (90%).

Which means

Partners are paid according to the Reference Plan.

When partners introduce Orderbot to a customer, they are paid 10% of the total first year reoccurring revenue the company gets from that client plus 5% of the implementation and setup fee.

11.2. Payment Under Plans

For Orderbot Partners, payments due under the Reference Plan will be distributed to the Orderbot Partner once per month (the “Payment Period”).

Notwithstanding the definition of Reference Plan in 11.1, Orderbot shall not be responsible to pay any commissions for a Lead created or owned in whole or in part by an Orderbot Partner.

Orderbot reserves the right to cancel or modify the Orderbot Partner Program Agreement in its entirety, including Fees & Payments and the Orderbot Partner Commercial Terms, upon 60 days’ notice to an Orderbot Partner.

Which means

Orderbot can change or eliminate sections of the terms and conditions as long as they provide 60 days notice to the partner.

  1. Additional considerations

As a courtesy please be advised that the Federal Trade Commission in the United States (“FTC”) has guidelines for governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As members of the Partner Program with Orderbot you receive compensation for the affiliate referrals you make to the company. This may establish a “material connection” according to FTC rules, which creates an obligation to provide disclosure to your consumers.

Full compliance with these guidelines requires that information be provided to your consumers clearly and conspicuously, outlining that you are being compensated for referring clients to Orderbot. For further information you may refer to the statement released by the FTC regarding these guidelines.

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