The Carenami Marketing Affiliate Program Agreement (the “Agreement”) is between you (the “Affiliate”, “You”, “Your”) and us (“Carenami”, “Company”, “We”, “Us” ). It describes how we will work together and other aspects of our business relationship when you participate in the Carenami Affiliate Program (the “Program”) to promote our products and services.
The terms of the Agreement are periodically updated. We might also choose to replace these terms in their entirety if, for example, the Program changes, ends, or becomes part of another program. If we make changes to the terms of the Agreement we will inform you via email. If you don’t agree to the changes, you can choose to terminate as we describe below.
“Affiliate Program” and “Program” means our sales and marketing affiliate program as described in this Agreement.
“Affiliate Promo Code” means the unique promo code assigned to you as an Affiliate, which must be used during a Customer Transaction for you to receive a Commission.
“Customer Lead” means a customer prospect who has received an Affiliate Promo Code either directly or indirectly from you.
“Carenami Promotional Material” means any and all marketing assets that we provide to you in order to promote Carenami through to a potential customer lead.
“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.
"Agreement" means the Marketing Affiliate Program Agreement and all materials referred or linked to in here.
“Commission” means an amount described in the Affiliate Program Page (https://www.carenami.com/affiliate) for each and group Customer Transaction. We reserve the right to alter or change the Commission amount. Changes will be notified by electronic mail and information will be updated in the Affiliate Program Page above.
“Customer” means the person who has purchased a Carenami Product after being a Customer Lead.
“Customer Transactions” means those transactions Customer Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.
“Completed Transaction” means the goods or services of the Company ordered by a Customer have been delivered, the return period has expired, and thirty (30) days has elapsed since the goods or services were paid for in full.
“Subscription Service” means the regular payment made by the Customer to us for us to supply the Customer with Equipment, Monitoring Service, and other services.
"We", "us", “our”, “Company” and “Carenami” means Carenami LLC.
“You”, “your” and “Affiliate” means the party, other than Carenami, entering into this Agreement and participating in the Affiliate Program.
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with referral, marketing, sale, installation, implementation and use of similar services and products of third parties.
Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.
If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria set out in the Program Page (https://www.carenami.com/affiliate) if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program. You will comply with the terms and conditions of this Agreement at all times.
We will pay you Commission, as described under the section Commission and Payment, for each applicable Customer Transaction made by a Customer Lead who completes a purchase of a Carenami product using the Affiliated Promo Code provided to you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. Only Completed Transactions, where goods or services of the Company ordered by a Customer have been delivered, the return period has expired, and thirty (30) days has elapsed since goods or services were paid for in full, will qualify for Commission. The payout rate is based on the price of the product at the time it is purchased by the Customer using the Affiliated Promo Code provided to you. You will receive Commission payment for the transaction made by the Customer using the Affiliated Promo Code only, and will not receive additional Commission payment for any additional purchases made by that customer during their Subscription Service. For example, if the initial Customer Transaction using the Affiliate Promo Code is for a Carenami Starter product, and there is a subsequent purchase by that same customer for a voice-enabled pod, Affiliate will receive Commission for the initial customer purchase of the Carenami Starter product only. The Affiliate will not receive Commission on any additional purchases of Carenami products by that same Customer. For recurring commission, payouts will be made month-to-month based on the monthly subscription rate of the goods or services at the time of the initial purchase by the Customer.
You will only be eligible for a Commission payment for any Customer Transactions that derived from Customer Leads who used the Affiliate Promo Code that we make available to you and are accepted by Company. A Customer Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept a Customer Lead in our reasonable discretion.
In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement; (ii) completed all steps necessary to register for an Affiliate Program account in accordance with our directions, (iii) have a valid and up-to-date payment method in order for us to process any payments that may be owed to you.
Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section Commission and Payment (i-iii) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you the Commission associated with a Forfeited Transaction.
You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. We reserve the right to alter or change the Commission amount.
We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.
During the term of this Agreement, in the event that we make our trademark available to you for sales and marketing purposes, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests.
You agree that if there should arise any liability on the part of Company or its employees, officers, subcontractors, partners, or equipment manufacturers out of or in connection with (1) our negligence to any degree, (2) our failure to perform obligations under this Agreement, (3) claims for subrogation, that all such liability will be limited to the maximum sum of $2000.00. You release, waive, discharge, and agree not to sue or bring any claim of any type against Company nor its employees, officers, subcontractors, partners, or equipment manufacturers for any loss, damage, injury, or death caused by and or in connection with this Agreement or the use of Carenami products and services.
Affiliate on its behalf and any insurance carrier waives any rights of subrogation Affliate’s insurance carrier may have against Company or its employees, officers, subcontractors, partners, or equipment manufacturers for money paid to you on your behalf.
This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.
We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via email. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version at www.carenami.com/legal/affiliate-agreement. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
This Agreement shall be governed by the laws of the State of Oregon, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, you and Company agree that both parties shall try in good faith to settle any and all disputes arising under this Agreement by mediation administered by the American Arbitration Association under its Commercial Mediation Rules before resorting to arbitration or litigation. You and Company waive trial by jury in any lawsuit, action or legal proceeding brought by either Party. You agree that any litigation between parties must be commenced and maintained exclusively in the courts in the State of Oregon, and in the county where Company’s principal place of business is located. You agree to waive your right to bring any lawsuit, action or legal proceeding in federal court.
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.
This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website.
You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
This Agreement shall in no way limit our right to sell the Carenami Products, directly or indirectly, to any current or prospective customers.
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.
The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Terms and Termination’, and ‘Disclaimers; Limitation of Liability’.