Backendless Affiliate Agreement

Terms of Use

Please read our affiliate terms of use (the “Affiliate Terms”) carefully before you join our Affiliate Program (as defined below) or begin marketing our Affiliate Program. These Affiliate Terms are written in plain language intentionally avoiding legalese to ensure that they may be clearly understood and followed by affiliates.

In addition to these Affiliate Terms, your access to and use of the Affiliate Program is governed by the Backendless Privacy Policy, which can be found at https://backendless.com/privacy-policy (the “Privacy Policy”), the Backendless Terms of Service, which can be found at https://backendless.com/terms-of-service (the “Terms of Service”), and any additional rules and/or terms identified or displayed on the Backendless website (collectively the “Backendless Terms”).  To the extent any conflict or inconsistency arises between these Affiliate Terms and the Backendless Terms, these Affiliate Terms shall govern.

Please read the Backendless Terms carefully. Each Affiliate is responsible for assuring that its employees, agents, and contractors comply with the Backendless Terms.

Definitions

As used in these Affiliate Terms:

“Affiliate Program” refers to the Backendless Affiliate Program;

“Our website” refers to the Backendless properties located at http://www.backendless.com/;

“We”, “us”, or “our” refers to Backendless Corp. (“Backendless”) and our website;

“You” or “your” refers to the Affiliate; and

“Your website” refers to any websites that you will link to our website.

Enrollment

If you have not already done so, you need to complete an application to the Affiliate Program, which is available at https://backendless.firstpromoter.com/.

After receiving your application, we will review your website and notify you of your acceptance or rejection into our Affiliate Program. We reserve the right to reject any application, however, we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision.

Affiliate Program Terms and Guidelines

The general terms of the Affiliate Program, including referral eligibility, commissions, payment methods, and rules for sharing affiliate links and Backendless content, are as set forth on our website, including the following pages (collectively, our “Affiliate Program Website Resources”): Backendless’ Affiliate Program guide (available at https://backendless.com/joining-the-backendless-affiliate-program/). By participating in the Affiliate Program, you agree to abide by all of the rules and guidelines set forth in the Affiliate Program Website Resources and Backendless’ Affiliate Handbook (available at https://backendless.com/affiliate-handbook/).

Plan types eligible for Affiliate Commissions

You may receive affiliate commissions (as described in the Affiliate Program Website Resources) only for otherwise eligible subscriptions to the following plans and items:

• Springboard Plan
• Cloud 9 Plan
• Cloud 99 Plan
• Recurring Marketplace purchases (subscriptions)

For the avoidance of doubt, affiliate commissions are not available for subscriptions to the following plans and services:

• Backendless Pro
• Managed Backendless
• Partner Plan
• Non-recurring Marketplace purchases

Website Restrictions

In addition to any other rules set forth in our Affiliate Program Website Resources, your participating website(s) shall not:

• Infringe on our or anyone else’s intellectual property, publicity, privacy or other rights.
• Violate any law, rule or regulation, including but not limited to the Children’s Online Privacy Protection Act and similar privacy laws.  To the extent your website does violate any law, rule, or regulation, you will indemnify us for any such violation.
• Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
• Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
• Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website.

Linking to our website

Upon acceptance into the Affiliate Program, links will be made available to you through your affiliate dashboard. Your acceptance in our Affiliate Program means you agree to and abide by the following:

• You will only use linking code obtained from the affiliate interface without manipulation.
• You will ensure that your information including your email address is at all times complete, accurate and up-to-date. We may send communications to the email address associated with your account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
• All domains that use your affiliate link must be listed in your affiliate profile.
• Your website will not in any way copy, resemble, or mirror the look and feel of our website. You will also not use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner.
• You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (e.g., the page from where the click is originating).
• You may not misrepresent or embellish the relationship between you and Backendless or imply any relationship or affiliation between you and Backendless or any other person or entity except as expressly permitted by the Affiliate Program. You may not represent yourself as an agent or employee of Backendless or represent that you have the authority to bind Backendless to a contract.
• Use of redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited. Failure to abide by these rules could mean termination from our Affiliate Program with a complete forfeit of commissions. This does not include using “out” redirects from the same domain where the affiliate link is placed.

Domain Names & IP

Use of any of our trademarked or prohibited terms as part of the domain or subdomain for your website is strictly prohibited (e.g., www.backendless-affiliates.com).

All rights, title and interest in and to our intellectual property belong exclusively to us and you shall have no rights to this property except as set forth herein.

Advertising & Publicity

You shall not create, publish, distribute, or print any written material that makes reference to our Affiliate Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Affiliate Program via email campaigns, you must adhere to the following:

• Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) with respect to our Affiliate Program.
• Email must be sent on your behalf and must NOT imply that the email is being sent on behalf of Backendless
• Emails MUST first be submitted to us for approval prior to being sent or we must be sent a copy of the email.

Social Media

Promotion on Facebook, Twitter, Instagram, YouTube, other social media platforms, blogs, and emails is permitted following these general guidelines:

• You ARE allowed to promote offers to your own lists; more specifically, you’re welcome to use your affiliate links on your own Facebook, Twitter, Instagram, etc. pages. For example: you may post, “15% off Cloud 9 Plan at backendless.com/?fpr=affiliate123.”
• You ARE PROHIBITED from posting your affiliate links on Backendless’ official Facebook, Twitter, etc. company pages and Backendless’ other social media channels, Slack channel, or forums or community pages in an attempt to turn those links into affiliate sales.
• You agree not to publish or distribute the link, or cause the link to be published or distributed, on or via methods, platforms and media where you have no reasonable basis for believing that all or most of the readers or recipients are your personal friends (such as coupon websites, Reddit, Wikipedia)
• When you choose to publish an affiliate link on any third-party site such as Facebook, Twitter, Instagram, etc. you agree you comply with all applicable policies, terms and procedures of the applicable third-party site as it relates to your use of such site.

Operations outside the United States

If you are conducting business in or taking orders from persons in other countries, you will comply with the laws of those countries. For example, you will comply with the European Union’s General Data Protection Regulation if you are conducting business in or taking orders from persons in one or more of the European Union countries.

Reversal & Communication Policy

Backendless takes pride in its very low reversal rate, which we attribute to open communication with our affiliates. However, we reserve the right to reverse orders in our sole discretion, including due to order cancellations, duplicate tracking, returns, disputed charges, and Affiliate Program violations as outlined in these Affiliate Terms. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our Affiliate Terms, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.

• You are not forthcoming, intentionally vague, or are found to be lying.
• You are not responsive within a reasonable time period and after multiple attempts to contact you with the information listed in your network profile.
• You cannot substantiate or validate the source of your traffic to our Affiliate Program with clear and demonstrable proof.

If any of the above apply, then we reserve the absolute right to reverse orders, withhold commission, and remove you from the Affiliate Program at any time. We know that many violations are a result of automated processes; however, it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to proactively address these issues and adhere to our Affiliate Program rules. We can update these Affiliate Terms at any time without prior notice. If we modify these Affiliate Terms, we will post the modification on the Backendless website, which are effective upon posting. By continuing to send referrals after we have posted a modification, you are indicating that you agree to be bound by the updated Affiliate Terms. If the modified Affiliate Terms are not acceptable to you, your only recourse is to stop sending referrals and not use your affiliate link.

Disclaimer

WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING BACKENDLESS. ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THESE AFFILIATE TERMS UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE AFFILIATE TERMS, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THESE AFFILIATE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL FEES PAID TO YOU UNDER THESE AFFILIATE TERMS.

Indemnification

You agree to indemnify and hold harmless Backendless and its employees, representatives, agents, and other affiliates, against any and all claims, suits, actions, or other proceedings brought against them based on or arising from any claim resulting from your breach of these Affiliate Terms. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Us in connection with or arising from any such claim, suit, action, or proceeding.

FTC Disclosure Requirements

You must be in good standing with the Federal Trade Commission (the “FTC”) and in compliance with all FTC guidelines.

You shall include a disclosure statement within any and all pages/posts where affiliate links for our Affiliate Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.

As an Affiliate, you also understand and agree that you have read and fully agree to the terms listed on the Official FTC Website.

Miscellaneous

1. You represent and warrant to Us that:
   1. These Affiliate Terms constitute your legal, valid, and binding obligation, enforceable against you in accordance with the terms and conditions set-forth herein;
   2. You have the full right, power, and authority to accept and be bound by these Affiliate Terms and to perform your obligations under these Affiliate Terms, without the approval or consent of any other party;
   3. You have sufficient right, title, and interest in and to the rights granted to Us in these Affiliate Terms; and,
   4. YOU HAVE READ AND TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THESE AFFILIATE TERMS PRIOR TO ACCEPTING THESE AFFILIATE TERMS.
2. Each party shall be deemed to be an independent contractor with respect to the subject matter of these Affiliate Terms, and nothing contained in these Affiliate Terms shall be deemed or construed in any manner as creating any partnership, joint venture, employment, agency, fiduciary, or other similar relationship. You will not make any statement, whether on your site or otherwise, that contradicts or may contract anything in this paragraph.
3. You may not assign your rights or obligations under these Affiliate Terms to any party, and any attempt to do so will be void and without effect. We are free to assign these Affiliate Terms.
4. These Affiliate Terms shall be governed by the substantive laws of the State of Texas without reference to its choice or conflicts of law principles that would require the application of the laws of another jurisdiction and shall be considered to have been made and accepted in the State of Texas. Any dispute that may arise in connection with these Affiliate Terms or the Backendless Terms shall be resolved in accordance with our Terms of Service.
5. You may not amend or waive any provision of these Affiliate Terms unless in writing and signed by both yourself and us.
6. The headings and titles contained in these Affiliate Terms are included for convenience only, and shall not limit or otherwise affect the terms herein.
7. If any provision of these Affiliate Terms is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of both of us is effectuated, and the remainder of these Affiliate Terms shall have full force and effect.