Flippa Affiliate Program Agreement
Please read this Flippa Affiliate Program Agreement (“Agreement”) carefully. This is a contract between you (the “Affiliate”) and us (“Flippa”) and applies to your participation in our Flippa Affiliate Program (the “Affiliate Program”). By participating in our Affiliate Program, you agree to the following terms.
Flippa may choose to update or replace these terms at any time. If we update or replace the terms, we will let you know via electronic means. If you don’t agree to the update or replacement, you can choose to terminate in accordance with the Agreement.
1. Definitions
“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
“Commission” means an amount equal to 15% of Customer Revenue per Customer Transaction which is payable by us to you, subject to and in accordance with the terms of this Agreement.
“Customer Transaction” means a transaction by a User that is eligible for Commission and which is more particularly described in section 4.3 of this Agreement.
“Customer Revenue” means the amount we actually receive from a Customer Transaction and which may comprise a Listing Fee, Success Fee, or both.
“Flippa.com” means https://flippa.com/ or any of its subdomains which is owned and operated by Flippa.
“Flippa Affiliate Program” means the affiliate program as described in this Agreement.
“Listing Fee” means the fee payable by an individual or entity to create a listing on Flippa.com.
“Success Fee” means a fee calculated as a percentage of the final sale price payable on sale of an online business or digital asset on Flippa.com.
“User” means an Affiliate website visitor who clicks on an Affiliate Link and is directed to Flippa.com.
“We”, “us”, “our”, and “Flippa” means Flippa.com Pty Ltd (ACN 135 570 713).
“You” “your”, “yours” and “Affiliate” means the legal entity agreeing to participate in the Affiliate Program, who will be bound by the terms of this Agreement.
2. Non-Exclusivity
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 the design, sale, installation, implementation, and use of similar services and products of third parties.
3. Affiliate Acceptance
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.
4. Commission and Payment
4.1. Entitlement to Commission. We will pay you Commission for each Customer Transaction performed by an eligible User-generated by your Affiliate Link. At least two (2) Customer Transactions must have been generated by your Affiliate Link before you are entitled to receive Commission.
4.2. Eligibility for Commission. To be eligible for a Commission:
(a) a User must not already be registered with Flippa; and
(b) a Customer Transactions must have occurred.
4.3 Ineligibility. You are not eligible to receive Commission or any other compensation from us if: (a) such compensation is disallowed or limited by federal, state or local law or regulation in Australia or the laws or regulations of your jurisdiction; (b) the applicable User objects to or prohibits such compensation or excludes such compensation from its payments to us; or (c) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link or by any other means that we deem to breach the spirit of the Flippa Affiliate Program.
4.3. Customer Transaction. A Customer Transaction occurs where a User registers with Flippa.com within thirty (30) days of their first click on your Affiliate Link, and:
(a) pays a Listing Fee, within ninety (90) days of registration; or
(b) sells a digital asset or online business on Flippa, such that Flippa is entitled to a Success Fee, within ninety (90) days of registration; or
(c) buys a digital asset or online business Flippa, such that Flippa is entitled to a Success Fee, within ninety (90) days of registration.
If a User does not register with Flippa.com within thirty (30) days of their first click on your Affiliate Link, you will not be eligible for Commission, even if the User decides to register after the time period has expired. A User is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated.
4.4. Time for Payment. We will pay you Commission within thirty (30) days of the end of each calendar month. We will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment on any given Customer Transaction (unless we choose to in our discretion). You may receive your commission through PayPal or wire transfer. The minimum threshold for PayPal payments is $50 USD. The minimum threshold for wire transfers is $1,000 USD. Payments are processed on or before the 28th day of each month; provided that if the payment date falls on a day that is not a business day (in Flippa’s sole discretion), payment will be made on the first business day thereafter.
4.5. Requirements for Payment of Commission. 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 create your account in accordance with our directions, (iii) have a valid and up-to-date PayPal account and provided details to Flippa (iv) completed any and all required tax documentation in order for Flippa to process any payments that may be owed to you.
4.6. Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements in section 4.5 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 User will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 4.5 then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same User associated with a Forfeited Transaction.
4.7. Taxes. You are responsible for payment of all taxes 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.
5. Trademarks
During the term of this Agreement, in the event that we make our trademark available to you, 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; and (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.
6. Confidentiality
6.1. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, (i) that is designated as confidential, and (ii) Flippa customer and prospect information, whether or not otherwise designated as confidential.
6.2. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.
6.3. The Receiving Party shall (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors, and agents.
6.4. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.
7. Term and Termination
7.1. Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
7.2. Termination Without Cause. Both you and we may terminate this Agreement without cause on fifteen (15) days written notice to the other party.
7.3. 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.
7.4. Termination for Cause. We may terminate this Agreement immediately if (i) there has been a material breach of this Agreement and such breach remains uncured for a period of seven (7) days from the date you were first notified of such breach; (ii) you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (iii) 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.
7.5. 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, you will discontinue all use of and delete any and all Affiliate Links. 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.
8. Affiliate Representations and Warranties
You represent and warrant that (i) you have all sufficient rights and permissions to participate in the Affiliate Program, and (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements. You further represent and warrant that (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program; (ii) you will accurately provide all websites and domains you own where you intend to use Affiliate Links to generate Users; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Flippa’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups; false or misleading links are strictly prohibited; and (v) you will not attempt to mask the referring URL information.
9. Indemnification.
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, or (c) your noncompliance with or breach of this Agreement. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
10. Disclaimers
We and our affiliate companies and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security or accuracy of Flippa.com or the Affiliate Program for any purpose. To the extent permitted by law, Flippa.com is provided “as is” without warranty or condition of any kind. We disclaim all warranties and conditions of any kind with regard to Flippa.com including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the extent permitted by law, in no event shall either party be liable for any indirect, punitive, or consequential damages, including lost profits or business opportunities.
10.1. Limitations of Liability
If notwithstanding the other terms of this Agreement, we are determined to have any liability to you or any third party, the parties agree that our aggregate liability will be limited to the total Commission amounts you have actually earned for the related Customer Transactions in the twelve-month period preceding the event giving rise to a claim.
11. Cookies
Cookies used as part of this affiliate program have a 30-day duration. If a potential customer clears their cookies during this period, Flippa shall not be liable for any commissions that may have been owed to you.
12. General
12.1. Amendment. 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 by 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. 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.
12.2. Waiver. 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.
12.3. Applicable Law. This Agreement shall be governed by the laws of Victoria, Australia, 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, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Melbourne, Victoria, Australia.
12.4. Force Majeure. 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.
12.5. Relationship of the Parties. 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.
12.6. Compliance with Applicable Laws. You shall 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.
12.7. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
12.8. Notices. Notice will be sent to the contact address set forth below (as such may be changed by notice given to the other party) and will be deemed delivered as of the date of actual receipt. We may also give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
To Flippa: Flippa.com Pty ltd 110 Johnston St. Fitzroy 3065. Melbourne, Australia.
To you: your address as provided in our affiliate account information for you.
12.9. Entire Agreement. 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.
12.10. Assignment. 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.
12.11. No Third-Party Beneficiaries. 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.
12.12. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, Flippa.com, our trademarks, or any other property or right of ours.
12.13. Authority. 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.
12.14. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers’, Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.
Exhibit A
Flippa – GDPR Data Processing Addendum
This Data Processing Addendum (“Addendum”) sets out the terms that apply as between Flippa and the Affiliate when processing EEA personal data in connection with the Flippa Affiliate Program.
This Addendum forms part of the Flippa Affiliate Program Agreement. Capitalized terms used in this Addendum shall have the meanings given to them in the Flippa Affiliate Program Agreement (the “Agreement”) unless otherwise defined in this Addendum.
Definitions:
(a) “controller,” “processor,” “data subject,” and “processing” (and “process”) shall have the meanings given to them in Applicable Data Protection Law;
(b) “Applicable Data Protection Law” means any and all applicable privacy and data protection laws and regulations applicable to the Personal Data in question, including, where applicable, EU Data Protection Law (in each case, as may be amended, superseded or replaced from time to time);
(c) “EU Data Protection Law” means:
(i) the EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); and
(ii) the EU e-Privacy Directive (Directive 2002/58/EC); and
(iii) any national data protection laws made under or pursuant to clause (i) or (ii); and
(d) “Personal Data” means any information relating to an identified or identifiable natural person to the extent that such information is protected as personal data under Applicable Data Protection Law.
Purposes of processing. The parties acknowledge that in connection with the Flippa Affiliate Program, each party may provide or make available to the other party Personal Data. Each party shall process such data: (i) for the purposes described the Agreement; and/or (ii) as may otherwise be permitted under Applicable Data Protection Law.
Relationship of the parties. Each party will process the copy of the Personal Data in its possession or control as an independent controller (not as a joint controller with the other party). For the avoidance of doubt and without prejudice to the foregoing, Flippa shall be an independent controller of any Personal Data that it receives or shares with Affiliate in connection with the Flippa Affiliate Program.
Compliance with the law. Each party shall separately comply with its obligations under Applicable Data Protection Law and this Addendum when processing Personal Data. Neither party shall be responsible for the other party’s compliance with Applicable Data Protection Law. In particular, each party shall be individually responsible for ensuring that it’s processing of the Personal Data is lawful, fair and transparent, and shall make available to data subjects a privacy statement that fulfills the requirements of Applicable Data Protection Law.
International transfers. Where Applicable Data Protection Law in the European Economic Area (“EEA”), and/or its member states, United Kingdom and/or Switzerland (collectively for the purposes of this Addendum, the “EU’), applies to the Personal Data (“EU Personal Data”), neither party shall process any EU Personal Data (nor permit any EU Personal Data to be processed) in a territory outside of the EU unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. To the extent, an Affiliate transfers EU Personal Data to Flippa and Flippa is located in a territory outside the EU that does not provide adequate protection for Personal Data (as determined by Applicable Data Protection Law), Flippa agrees to abide by and process such EU Personal Data in accordance with the Standard Contractual Clauses for Controllers as approved by the European Commission and available here (as amended, superseded or updated from time to time) (“Model Clauses”), which are incorporated by reference in, and form an integral part of, this Addendum. Flippa agrees that it is a “data importer” and the Affiliate is the “data exporter” under the Model Clauses (notwithstanding that Flippa may be an entity located outside of the EEA).
Security: Each party shall implement and maintain all appropriate technical and organizational measures to protect any copies of the Personal Data in their possession or control from (i) accidental or unlawful destruction, and (ii) loss, alteration, or unauthorized disclosure or access (a “Security Incident”) and to preserve the security and confidentiality of such Personal Data. Each party shall notify the other party without undue delay on becoming aware of any breach of EU Data Protection Law/Applicable Data Protection Law.