IHUBApp Customer Referral Agreement
Last updated: May 2, 2023

At InspireHUB, Inc. (“InspireHUB”) we value your customer referrals.  This IHUBApp Customer Referral Agreement (the "Agreement") outlines the details of our Affiliate Marketing IHUBApp Ally Program (the “Program”). If you have any questions, please email support@inspirehub.com.

Please note that throughout this Agreement, "we," "us," and "our" refer to InspireHUB, and "you," "your," and "yours" refer to you as the source of potential customer referrals.

PLEASE REVIEW ALL THE TERMS AND CONDITIONS OUTLINED IN THIS AGREEMENT. BY SUCCESSFULLY COMPLETING OUR ONLINE APPLICATION AND USING YOUR LINK TO REFER VISITORS, YOU ARE AGREEING THAT YOU HAVE READ, UNDERSTAND, AND AGREE WITH EACH AND EVERY TERM OUTLINED.

1. Purpose

1.1 The purpose of this Agreement is to establish the terms and conditions under which you will promote the IHUBApp (“IHUBApp”), a software as a service product,  as an Affiliate through the IHUBApp Ally Program through HTML linking between your websites and digital presences for the purposes of referring potential customers to InspireHUB. 

1.2 To participate in the IHUBApp Ally Program, you must apply to join and be approved by InspireHUB. InspireHUB reserves the right to withhold or refuse approval for any reason and is not required to provide any further detail as to the reason(s) of the application rejection. Once you have been approved, your continued right to participate is conditioned upon the ongoing compliance with the terms and conditions of this Agreement. Your failure to observe the terms and conditions of this Agreement or the privacy policy posted on InspireHUB's website will disqualify you from participating in the Program. Approval may be withdrawn by InspireHUB, at any time and for any reason.

2. Referral Agreement

 2.1     Upon the Effective Date of this Agreement, you may, from time to time, refer potential clients/customers to the InspireHUB. InspireHUB will pay you a fee for these referrals.

3. Term.

3.1  This Agreement shall commence upon the Effective Date, as stated above, and shall continue in effect for a period of one year from the date of execution.  This Agreement shall automatically renew for additional one-year renewal terms following the expiration of the Term or any renewal thereof, unless a party hereto provides the other party hereto with written notification of its intention not to renew this Agreement at least 60 days prior to the end of the Term or any renewal term, as the case may be, or unless this Agreement is terminated in accordance with the provisions set forth in Section 9.

4. Your Obligations

4.1 To join the IHUBApp Ally Program, you will successfully submit your application via the online form provided by InspireHUB. Your application will be reviewed within a reasonable timeframe and acceptance will be communicated accordingly.  We may, at any point during the process, determine to reject your application. Your application and involvement with the IHUBApp Ally Program will be rejected if your business or site is unsuitable and includes any of the following:

• 4.1.1 Is in violation with the IHUBApp Terms of Service.
• 4.1.2 Promotes sexually explicit materials, violence, discrimination, or illegal activities.
• 4.1.3 Incorporates any materials that infringe on copyright, trademarks, or other intellectual property rights.
• 4.1.4 Includes “IHUBApp” or variations or misspellings in your domain name.
• 4.1.5 Presents misleading or deceptive material that promises that cannot be reasonably fulfilled. This includes “get rich quick” schemes or grandiose claims that would negatively affect the reputation of our product or company.
• 4.1.6 You engage in questionable or unethical marketing practices that do not comply with regulatory requirements in the countries in which you operate.

4.2 You agree to use your best efforts to promote IHUBApp and to refer potential customers to InspireHUB through the use of banners, textual links, and other methods as determined by InspireHUB. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or engage in any activities that could diminish the goodwill associated with InspireHUB or our IHUBApp. Accordingly, you agree to:

• 4.2.1 Ensure your website, ads, and marketing materials are fully functional and working on all levels.
• 4.2.2 Refrain from marketing tactics that infringe on regulation such as GDPR and CAN-SPAM Act of 2003.
• 4.2.3 Post and maintain a privacy policy that clearly and adequately describes how you intend to collect and use information. Your privacy policy must clearly and adequately explain to users their rights to access, correct, and delete their information. Your business must follow all relevant data privacy and protection regulations, such as EU Privacy Shield, GDPR for operations in the EEA, and CCPA for operations in California, when implementing the privacy policy and data protection measures. These regulations may vary depending on the location in which your business is conducted. InspireHUB reserves the right to review your policy and ensure your compliance. Failure to have a privacy policy or prove compliance may result in termination from our Program.
• 4.2.4 Accept that InspireHUB may at its sole discretion review your placements and reject the use of your links to ensure compliance with the guidelines that have been provided.
• 4.2.5 Take full responsibility for the maintenance and updating of your site and marketing. InspireHUB may monitor your materials as we deem necessary to ensure compliance with these guides, our IHUBApp Terms and Conditions, or any other applicable laws.  We will notify you of any changes that may need to be made to help enhance your performance.
• 4.2.6 Take full responsibility to comply with all applicable intellectual property, copyrights, trademarks and other. You understand and agree that you must have expression written permission to use copyrighted materials in your marketing and promotions.  You will be solely responsible for any violation of law or third-party rights that results from your use of another person's copyrighted material or other intellectual property. We will not be held accountable or responsible for your failure to comply. 
• 4.2.7 From time to time InspireHUB may change this agreement at its sole discretion as allowed by applicable law. This includes revising obligations or including additional obligations and may do this in response to legal, business, competitive environment, or other reasons not listed here.. As such, you agree to regularly review this Agreement and to remain aware of any changes to this Agreement.  InspireHUB will use all reasonable efforts to ensure you are informed of changes within 10 days prior written notice of any change made.
  
  

5. Obligations of InspireHUB

5.1 InspireHUB agrees to provide you with the necessary links and other marketing materials to promote IHUBApp InspireHUB shall also provide you with access to real-time tracking of sales and commissions earned.

5.2 InspireHUB reserves the right to monitor your site at any time to ensure that you are following the terms and conditions of this Agreement. We may suggest changes to your site or inform you if we believe your links to our website are inappropriate. If you do not make necessary changes to your site as requested, we reserve the right to terminate your participation in the Program.

5.3 InspireHUB utilizes a third-party service to monitor and track your referral activity. InspireHUB closely monitors for fraudulent traffic and may deactivate your account if fraud is detected during the investigation. Examples of fraudulent traffic include, but are not limited to: significantly higher than average click-through or conversion rates without a valid explanation, fraudulent leads reported by IHUBApp  clients, the use of fake redirects or automated software to generate payable actions from the Program, and no activity or illicit activity in referred accounts.

5.4 If it is determined that you have generated inflated leads or clicks through fraudulent traffic, you will lose any referral payments due under the Program and your account will be terminated. If you have already received payment for fraudulent activities, InspireHUB may seek compensation from future earnings or require reimbursement from you.

5.5  InspireHUB reserves the right to immediately terminate this Agreement and your participation in the IHUBApp Ally Program without notice if you engage in fraud or abuse of the program. If fraud or abuse is discovered, InspireHUB will not be responsible for any referral payments associated with the fraudulent activity.

6. Commission Structure & Payments

6.1 You shall be entitled to a commission of 20% for each successful referral of the gross revenue generated by sales of IHUBAp  to customers for the life of the successful referred account by You.  A successful referral is defined as a referral that becomes a client/customer of InspireHUB.

6.2 The IHUBApp Ally Program  is a PPS (pay-per-sale) program. Commissions shall be paid on a monthly basis, thirty (30) days after the end of the month in which the sale was made. InspireHUB may, in its discretion, withhold payments until such time as referred customers have completed payment for our service. Currently, all payments shall be made only through PayPal in U.S. Dollars only. Additional payment options (including, but not limited to, electronic payments whether directly or via a 3rd-party provider) may be added at any time. Should this occur, a notice will be sent via email with details and instructions for enrollment. It is your sole responsibility to ensure that your payment information is current and correct. Digital payments through PayPal that are sent to a valid email address cannot be reversed or retransmitted for any reason. It is imperative that you establish a valid PayPal account and email for transmittals. Additionally, digital payments may be subject to total dollar amount limits as imposed by the payment provider, and if that limit should be exceeded, you will receive as many separate payments as necessary to reach the full amount earned in the given payment period.

6.3 InspireHUB utilizes a third-party software system to calculate the data required to determine your eligible payment. Upon a successful application, you will be provided immediate access to your dashboard that allows you to track your referral customers and see when you will receive your commissions.  If you have any questions or disputes regarding the data or the payouts to be provided, you must submit your request to support@inspirehub.com within five (5) days from the most recent payment date, otherwise the information will be deemed accurate and accepted.

6.4 INSPIREHUB ONLY PAYS CUSTOMER REFERRALS THAT ARE EARNED AND TRACKED THROUGH OUR AUTOMATED PLATFORM IN WHICH YOU ARE AN ACTIVE PARTICIPANT IN GOOD STANDING. If you are removed from the Program because of non-compliance, you will no longer receive referral payments from any of your referred customers.  If you voluntarily terminate your participation in the Program due to inactivity (no new links generated or referral activity for a period of one (1) year or more) and we are unable to reach you after three attempts, you will cease to earn referral payments immediately. 

6.5 As an IHUBApp Ally, you will be provided with access to a Customer Referral Dashboard. This will allow you to access your performance data, track your referrals, and determine your upcoming payments. In order for us to accurately track all your potential customer referrals to our site, you are required to to use the automated codes and links that we provide you with.  InspireHUB is not responsible for any missed conversions if any of the links or codes you provide are modified by you without prior approval in writing.  The Customer Referral Dashboard is yours to manage and maintain.  You are not allowed to share your password to the dashboard with any other person and you are fully responsible for any actions that are taken through the use of your password.

6.6 You are rewarded for your promotional activity that assists in the sales of new IHUBApp licenses.  InspireHUB allows you to use your referral incentives to benefit your own customer account(s) to receive referral payments (“self-referrals”). This includes accounts that are not under your name but are paid using a payment medium that you own. The IHUB Ally program requires that you be actively promoting and attracting new licenses every year. As long as you are adding new licenses each year, you will be considered an Ally in good-standing and your commissions will remain intact.  If you fail to convert any new licenses in a 12 month period, then you will be terminated from the program and all commissions will be forfeited.  You may have the opportunity to re-apply to the program, but only new accounts acquired after the renewed application  will be applied towards your future payments.

6.7 InspireHUB operates in three countries and has tax obligations in each country in which it operates.  Please note:

• 6.7.1 InspireHUB Inc. (USA): The IRS requires that all US Residents submit a W-9 form to InspireHUB. If you a foreign affiliate who is selling to US companies then you will be required to submit a W-8BEN form instead.
• 6.7.2 InspireHUB Canada Holdings Inc. (CAN): The CRA requires Canadian residents to report all income made through affiliate marketing. InspireHUB applies applicable GST, HST, and PST taxes to all sales to Canadian residents. As an Affiliate Marketer, you will be identified as an Independent Contractor through InspireHUB Canada and will be required to submit a T4A.
• 6.7.3 InspireHUB Australia (AUS): It is mandatory to declare income received through affiliate marketing in Australia for tax purposes.
  
  

6.8 If you breach this Agreement, you will lose your rights to any amounts owed to you by InspireHUB and InspireHUB may pursue other remedies that are available. 

7. Promotion Requirements and Restrictions

7.1 We encourage our affiliate to promote the IHUBApp widely and freely. InspireHUB will provide a brand center, logos and materials to assist in your development.  You are free to use our ads, resources, and materials for your own purposes as long as proper attribution remains in tact.  You may add your logo to our materials and identify yourself as an official IHUB Ally with our Affiliate program.  

7.2 You are prohibited from creating or using any InspireHUB or IHUBApp materials that could lead the public, press or potential customers to believe there is a formal legal partnership between the two companies that is greater than an affiliate relationship.  To avoid confusion, we have assembled this list on promotional restrictions that you have as it pertains to promoting the IHUBApp that is set forth below:

7.2.1 Clear and concise identifiers. You may not promote or advertise in any way that misrepresents your identity, your domain name, or your contact information. You may not conceal yourself or your company identity in your promotional materials. At all times you must identify that you and your company are independent from InspireHUB and its clients.

7.2.2 Unsolicited emails or texts. You may not send unsolicited emails to parties who have not expressed a specific interest in learning about IHUBApp.  You must create mechanisms that generate interest in a way that is in alignment with all CAN-SPAM regulations.

7.2.3 Promoting on social media. You may leverage and use social media to generate awareness and educate within groups.  You are required to comply with all community and group guidelines.  You may do so only to refer prospects directly to InspireHUB, not as a means of representing InspireHUB. 

7.2.4 No malvertising or parasitic marketing allowed. Under no circumstances does InspireHUB condone or allow for any parasitic advertising practices that can place potential prospects or customers at risk. All advertising and marketing tactics must abide by FTC regulations which specifically have banned a variety of deceptive marketing practices. You are required to abide by all Truth in Advertising laws and regulations. Failure to comply will result in immediate termination from our program.

7.2.5 Full disclosure of incentives. The FTC required full disclosure  "when there exists a connection between the endorser and the seller of the advertised product". The FTC requires an affiliate disclosure that is defined as “a prominent statement that disclaims your relationship to companies that pay you to sponsor or otherwise promote their offerings.” It is your responsibility to ensure disclosures are clear and easy to find on all your marketing promotions.

8. Confidentiality and IHUBApp Licenses

8.1 Confidentiality. During hte course of this Agreement, each party agrees to protect the other party’s trade secrets, financial information (including, without limitation, costs, pricing, profit or margin information) employees’ information (including, without limitation, skills and remuneration), customer lists, suppliers, inventions, know-how, formulas, specifications, instructions, products or devices, research and developments information, testing benchmarks, marketing strategies, future business plans, methods of operation, and any other information that should reasonably be understood to be confidential or proprietary (“Confidential Information”), as well as the Confidential Information belonging to other party’s clients, to the same extent and in the same manner as each party protects its own Confidential Information, but each party agrees (I) that in no event will less than reasonable care be used and (II) to not use the Confidential Information of the other party except in connection with the performance of its obligations under this Agreement.

For the purposes of this agreement “confidential information” means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential. Confidential Information shall include all information concerning: (a) Disclosing Party's Clients and potential Clients, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (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, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Client Data shall be Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

8.2 Licenses.  InspireHUB grants you a non-exclusive, non-transferable, and revocable right to access our site through HTML links and to use our logos, trade names, trademarks, and other identifying materials (called "Licensed Materials") in connection with these links. You can only use the Licensed Materials if you are a member in good standing of InspireHUB's program. You agree to use the Licensed Materials on behalf of InspireHUB and that all benefits from the use of these materials (including any data from the program) will go solely to InspireHUB.

This section remains in full force and effect even after termination of the Agreement by it’s natural termination or the early termination by either Party.

9. Termination

9.1 This Agreement will become effective immediately upon your submission of the online application and this execution of this Agreement and will continue unless terminated. Either party may terminate this Agreement at any time, with or without cause, by giving the other party 10 days written notice of termination via email.  If you desire to terminate your affiliation, please send a note to support@inspirehub.com. Upon termination, you shall immediately stop promoting IHUBApp and remove all ads, promotions, banners and links. If your termination is voluntary or involuntary due to inactivity, InspireHUB will payout any remaining referral payments due in the next billing cycle, subject to any final accounting and quality assurance verification that may be required. If your termination is due to a direction violation of the Program terms, then any pending payments are automatically forfeited. 

9.2 If you are also a customer of the IHUBApp, you may be subject to termination of the IHUBApp Ally Program if your activity is found to be in violation of our IHUBApp Terms of Service.

10. Warranty Disclaimer

10.1 INSPIREHUB MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE IHUBAPP OR THE OPERATION THEREOF. INSPIREHUB SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF OR INABILITY TO USE IHUBAPP, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, AND PUNITIVE DAMAGES. YOU REPRESENT AND WARRANT THAT THIS AGREEMENT HAS BEEN DULY AND VALIDLY COMMUNCIATED AND CONSTITUTES YOUR LEGAL, VALID, AND BINDING OBLIGATION, ENFORCEABLE AGAINST YOU IN ACCORDANCE WITH ITS TERMS.

11. Indemnification

11.1 You agree to indemnify and hold us, our affiliates, officers, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the service, your violation of this Agreement, or your violation of any rights of another. The indemnification obligations under this section shall survive the termination or expiration of this Agreement and your use of the service.

12. Limitations of Liability

12.1 IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, RESULTING FROM THE USE OR INABILITY TO USE THE SERVICE. WE SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE SERVICE. WE ARE NOT RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION, OR DATA OF THIRD PARTIES, AND YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD PARTIES. THE LIMITATIONS OF THIS SECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

13. Contracting Entity and Applicable Law. 

13.1 Your physical address determines which InspireHUB entity you are contracting with for the Subscription and Consulting Services. For this Agreement, “located in” means your shipping or physical address.  InspireHUB hosts separate instances of our platforms in the three countries and each instance is compliant with the privacy and data laws of that respective country. 

• a. North America
  • i. Canada. If you are located in Canada, then you are contracting with InspireHUB Canada Holdings Inc. and this Agreement is governed by the province of Ontario without reference to conflicts of law principles.
  • ii. United States of America. If you are located in the USA, then you are contracting with InspireHUB, Inc. and this Agreement is governed by the laws of the State of Texas, U.S.A. without reference to conflicts of law principles. For contracts with InspireHUB, Inc., both parties consent to the exclusive jurisdiction and venue of the courts in Dallas, Texas, U.S.A. for all disputes arising out of or relating to the use of the Subscription Service or the Consulting Services. 
  • ii. Tribal Sovereignty. InspireHUB recognized federally recognized, sovereign tribal governments. Any court proceeding arising out of this agreement will be conducted in the Tribal court of the specific tribe as outlined in an addendum that will be included as part of this agreement. InspireHUB expressly consents to personal jurisdiction in Tribal Court. Nothing contained herein shall be construed or interpreted as a waiver of the Tribe’s sovereign immunity.
    
    
• b. Australia or New Zealand. If you are located in Australia or New Zealand, then you are contracting with InspireHUB Australia Pty Ltd and this Agreement is governed by the laws of the state of New South Wales, Australia without reference to conflicts of law principles. International: If you are located in a geographic region that does not fall into one of the designations described above,  then you are contracting with InspireHUB, Inc. (USA).
  
  

12. 14. Miscellaneous

14.1 By entering into this Agreement, you understand that no independent contractor, partnership, joint venture, agency, franchise, sales representative, or employment relationship will be created between you and InspireHUB. You will not have the authority to make or accept offers or representations on behalf of InspireHUB. You also agree to not make any statements, either on your site or elsewhere, that would contradict anything in this Agreement.

14.2 You may not assign or transfer this Agreement or any rights or obligations under this Agreement, without the prior written consent of InspireHUB. Any attempted assignment without the required consent will be void and of no effect. InspireHUB may assign or transfer this Agreement or any rights or obligations under this Agreement without your consent and without notice to you.

14.3 This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written. The Parties each represent that they have the authority to enter into this Agreement. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both Parties.

14.4 If any part of this Agreement is found to be invalid or unenforceable, that part will be limited or removed to the minimum extent necessary to allow the rest of the Agreement to continue to be in effect. The parties' intentions will be carried out, and the remaining terms of the Agreement will continue to be fully enforced.

14.5 The headings and titles in this Agreement are for convenience and will not change or affect the terms of the Agreement.

AGREED AND ACCEPTED:  The Parties, do hereby give effect to the terms, conditions and obligations of this Agreement, including any related Appendices, to be executed as of the date set forth above.