Affiliate Program Agreement
Last Updated February 21, 2024
PLEASE READ THIS AGREEMENT CAREFULLY
This is a contract between you (the “Affiliate”) and us (“Nimstrata”). It describes how we will work together and other aspects of our business relationship.
We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we or the Partner Dashboard will let you know via electronic means, which may include an in-app notification or by email. If you don't agree to the update or replacement, you can choose to terminate as we describe below.
1. Definitions
“Nimstrata's Affiliate Program” means the program Nimstrata created for resellers and partners as described in this Agreement.
“Lead” means a customer prospect whom a Partner refers to Nimstrata by submitting to the PartnerJam Dashboard/Account.
“Customer" means a Shopify merchant that you refer to install Nimstrata's Search & Discovery Shopify app and subscribes to a paid plan.
"Partner Dashboard" or “Partner Account” is the management system, PartnerJam, between a Partner and Nimstrata. The account stores all of the Leads and Customers that Partner refers to Nimstrata.
"Agreement" means this Nimstrata Affiliate Program Agreement and all materials referred to or linked to in here.
“Commission” means an amount of money that Nimstrata will pay a Partner based on the number of Customers that the Partner refers to Nimstrata.
“Customer” means the authorized actual user of the Nimstrata Search & Discovery Shopify app. They subscribed to the Subscription Service plan of Nimstrata after being a Lead.
“Nimstrata Search & Discovery" app is the app that Nimstrata provides to Customers.
"Customer Data" means all information that Customer submits or collects via the Nimstrata Search & Discovery Shopify app and all materials that Customer agreed to provide Nimstrata.
2. Data protection provisions
This Agreement shall be supplemented by Nimstrata's Privacy Policy available here.
2.1 Any observation or breach of data protection may be reported via partners@nimstrata.com.
2.2. Affiliate also agrees and warrants that he or she complies with all applicable data protection laws (including The General Data Protection Regulation (GDPR) (EU) 2016 / 679) while collecting and processing their customers’ personal data gained for the purpose of accessing the Nimstrata Partner Program.
2.3. For the purpose of the appointment of sub-processors, Affiliate acknowledges and agrees that Nimstrata may engage third-party sub-processors in connection with the provision of the Service in accordance with the Terms of Service and Privacy Policy.
3. Non-Exclusivity
This Agreement does not create an exclusive agreement between Affiliate and Nimstrata. Both will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products of third parties.
This Agreement shall in no way limit our right to sell the Nimstrata's Shopify apps directly or indirectly, to any current or prospective customers.
4. Responsibilities
4.1. Affiliate shall introduce the Nimstrata Search & Discovery app and service to current and prospective customers and will comply with all laws (including applicable data protection laws) as well as those that govern email marketing and anti-spam laws.
4.2. Nimstrata agrees to pay Affiliate Commission on sales of Nimstrata services referred directly by Affiliate if at least one customer has installed the Nimstrata Search & Discovery app, purchased a paid plan, and completed a trial.
4.3. Nimstrata will make available a partner portal via PartnerJam where the Affiliate can see their referred Customers. Commission Reports will be updated periodically and sent to Affiliates via their registered email addresses
4.4. Upon registration, Affiliate and Nimstrata will display the logo of each other and link to each other’s respective websites on the owned website (if available).
5. Commission and Payment
5.1. Upon activation of the Partner Account, Affiliate will have the opportunity to earn Commission for each referred Customer subject to the terms and conditions provided in this Agreement.
5.2. Affiliate will be entitled to Commission only if Affiliate sends Nimstrata the links of referred stores and they are using and paying for the Nimstrata Search & Discovery app.
5.3. Affiliate will receive Commission which amounts to a non-negotiable 20% of Net Income from every sale of Nimstrata received from Shopify in accordance with Net Income, which means the total income from customers as long as they are Nimstrata’s customers.
5.4. The Commission will be calculated monthly based on the data from the Partner Account.
5.5. At the end of any quarter, if the accrued Commission is or exceeds $50, the accrued Commission will be paid to Affiliate next month via PayPal. If the accrued Commission is less than $50, it will be further accumulated by Nimstrata until it reaches at least $50.
5.6. The client might request a refund during the period of the Nimstrata Search & Discovery app usage. If the refund proceeds the Partner commission will not be counted or deducted from the payment of the next period.
5.7. In case Affiliate believes the Commission has been wrongly calculated, the matter must be brought to Nimstrata’s attention by email to partners@nimstrata.com within 5 business days of receiving the report via email. Not doing so will constitute Affiliate’s acceptance of the calculation and the payment made based on it.
5.8. Commission Amounts: We reserve the right to alter or change the commission amount as per the Partner Dashboard.
6. Other Benefits
6.1. Support: Besides email, live chat, and call, Nimstrata also provides dedicated support on a shared Slack channel for Affiliate if Affiliate shares at least 3 customers with Nimstrata.
6.2. Training. Nimstrata makes available to Affiliate, without charge, various workshops and other resources as part of training sessions for the Nimstrata Search & Discovery app.
6.3. Co-marketing activities: Nimstrata and Affiliate will join or co-host marketing activities to promote both companies in the market.
7. Termination
7.1. Either Party may terminate this Agreement at any time, and for any or no reason, upon ten (10) days' prior written notice to the other Party. Affiliate is able to cancel Partner's account by making contact via email partners@nimstrata.com.
7.2. Upon the expiration or termination of this Agreement, Nimstrata will pay Affiliate any unpaid Referral Fees earned through to the expiration or termination of the Agreement.
7.3. If the amount due to the Commission at the moment of termination of this Agreement does not exceed 50 USD, Nimstrata reserves the right to withhold said Commission.
8. Indemnification
Affiliate hereby agrees to indemnify and hold Nimstrata and its subsidiaries, employees, Partners, officers, agents, partners, and licensors harmless from and against any and all third-party demands, claims, liability, loss, and expenses including damage awards, settlement amounts, and reasonable legal fees brought against Nimstrata or any of the above-mentioned person(s), arising out of, related to or which may arise from your access to or use of the Site, breach or alleged breach of this Partner Agreement, or the violation of any third-party rights including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right, the violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or any misrepresentation made by Affiliate.
9. Limitation of Liability
EXCEPT IN CONNECTION WITH BREACHES OF PAYMENTS TO THIRD PARTIES ARISING FROM EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 (A) UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL EITHER PARTY, ITS SUCCESSORS, OR ASSIGNS, BE LIABLE TO THE OTHER PARTY UNDER THIS AGREEMENT FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE FAILURE, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NO EVENT SHALL EITHER PARTY'S TOTAL LIABILITY ARISING OUT OF ANY CLAIM OR CAUSE UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF PAYMENTS ACTUALLY PAID TO PARTNER UNDER THIS AGREEMENT. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
Partner Dashboard. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE PARTNER DASHBOARD THAT YOU USE. WE DO NOT PROMISE TO MAKE THE PARTNER DASHBOARD AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, NIMSTRATA SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.
10. Miscellaneous Provisions
10.1. If any clause or provision in this Partner Agreement will become unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.
10.2. Any waiver of any provision of the Partner Agreement will be effective only if in writing and signed by Nimstrata.
10.3. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
