We want you to feel confident about what you are agreeing to. This section is written in plain language to help you understand the IHUBApp Ally Program clearly — your rights, your obligations, and how the program works — before you read the full legal terms in Part Two. We recommend reading both. If there is ever a conflict between this summary and the legal text in Part Two, the legal text governs.
Once you submit your application, InspireHUB will review it and notify you of the outcome within a reasonable timeframe. Your agreement takes effect on the date InspireHUB sends written acceptance of your application.
If you are located outside the United States or Canada, the Program is not currently available in your region.
The IHUBApp Ally Program pays you a commission for referring new customers to IHUBApp. When someone signs up for a paid IHUBApp subscription through your referral link, you earn commission at your Commission Rate on their base subscription fees for as long as they maintain an active paid subscription (the standard rate is 20%, but your individual rate is confirmed in your Program acceptance) — provided you remain an active Ally in good standing.
To keep earning commissions, you must refer at least one new IHUBApp license every 12 months. If you go a full year without adding any new referrals, your account will be terminated and all future commissions will be forfeited.
Your commission is calculated at your Commission Rate (the standard rate is 20% — your specific rate is confirmed in your Program acceptance) applied to the gross base subscription fee charged to the referred customer, minus any refunds issued to that customer in the same period. Commission applies to base IHUBApp subscription fees only — not to Add-Ons (such as text notifications or custom integrations), consulting fees, or implementation charges. You do not earn commission on amounts that are refunded. The following examples use the standard 20% rate for illustration — your actual earnings reflect your specific Commission Rate.
Commissions are paid monthly, 30 days after the end of the month in which the sale was made. A minimum payout threshold of USD $25.00 applies — if your balance is below this in any given month, it carries forward to the next month. Payments are made by PayPal or direct bank transfer in US Dollars. Your Commission Rate — the exact percentage you earn — is confirmed in your Program acceptance.
Payment processing fees and currency conversion charges, where applicable, are your responsibility. It is your sole responsibility to keep your payment information current and correct. If you have a dispute about a payment, you must raise it within 15 days of the payment date.
To remain in good standing and continue earning commissions, you must refer at least one new IHUBApp license in any 12-month period. If you go a full year without any new referrals, your account will be terminated and all commissions will be forfeited. You may have the opportunity to re-apply, but only referrals made after re-approval will count toward future payments.
InspireHUB permits a single self-referral per Affiliate — that is, commission on one (1) IHUBApp account that you personally own and operate. You cannot earn commission on multiple accounts you fund or control. You must disclose any self-referral to InspireHUB at the time you apply or when the self-referred account is created, whichever is earlier.
You must promote IHUBApp honestly and ethically, and in compliance with all applicable laws in every country where you operate. In particular:
You are an independent contractor — not an InspireHUB employee. You are solely responsible for declaring and paying all taxes on your commission income. InspireHUB will issue applicable tax forms (such as a Form 1099-NEC in the US or a T4A in Canada) only when your earnings meet the reporting threshold required by law. Even if you do not receive a tax form from InspireHUB, you are still legally required to declare all commission income to your relevant tax authority.
The agreement runs for one year from the Effective Date and renews automatically each year. There are two separate mechanisms for ending it:
If you end the agreement voluntarily or are terminated for inactivity, InspireHUB will complete its final review and issue any remaining payment within 45 days of your termination date. Your dashboard access will be revoked within 24 hours of the effective date of termination. If you are terminated for violating the Program terms, any pending payments are forfeited.
Your location determines which InspireHUB legal entity is your legal counterpart. "Location" means the country where your primary business is registered or where you ordinarily reside:
All InspireHUB entities are wholly owned subsidiaries of Gloo, LLC, which is itself a wholly owned subsidiary of Gloo Holdings, Inc. For information about how InspireHUB handles your personal data as an Affiliate, please read the InspireHUB Privacy Notice — the corporate privacy notice that governs InspireHUB's own operations, distinct from the IHUBApp product Privacy Notice. To exercise your privacy rights in respect of personal data held by InspireHUB as an Affiliate, contact privacy@inspirehub.com.
IHUBApp is a product of InspireHUB. 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.
InspireHUB operates as three separate legal entities. In the United States, InspireHUB is a division within Gloo, LLC. In Canada, InspireHUB operates through InspireHUB Canada Holdings Inc., a wholly owned subsidiary of Gloo, LLC. In Australia, InspireHUB operates through InspireHUB Australia Pty Ltd, also a wholly owned subsidiary of Gloo, LLC. Gloo, LLC is itself a wholly owned subsidiary of Gloo Holdings, Inc. Regardless of which entity you contract with, you are contracting with InspireHUB. The entity that applies to you is determined by your physical location as described in Section 13. Throughout this Agreement, "we," "us," and "our" refer to the applicable InspireHUB contracting entity, and "you," "your," and "yours" refer to you as the source of potential customer referrals. “Affiliate” or “Ally” means a Program Participant approved under this Agreement, and does not carry the corporate ownership meaning given to “Affiliate” in the IHUBApp Terms of Service. Participation in this Program does not confer Verified Agent or Verified Affiliate status under the Terms of Service and does not grant authority to purchase IHUBApp licenses on behalf of others.
Suite Relationship. If you are also an IHUBApp client, your use of the platform continues to be governed by the IHUBApp Terms of Service. This Agreement governs your Affiliate role only and coexists with, but does not replace, any other agreement you hold with InspireHUB. This Agreement is not listed in the TOS suite overview because it applies exclusively to the Affiliate relationship.
Effective Date and Data Processing. This Agreement becomes effective upon InspireHUB's written acceptance of your online application (the "Effective Date"). By entering into this Agreement, you acknowledge that InspireHUB may process and transfer your personal data — including payment information and tax identification details — between its regional entities as necessary to administer the Program. Such processing is conducted in accordance with the InspireHUB Corporate Privacy Notice (InspireHUB's corporate privacy notice, distinct from the IHUBApp product Privacy Notice), which governs InspireHUB's collection and use of your personal data as an Affiliate.
Commission Rate. “Commission Rate” means the commission percentage specified in InspireHUB’s written acceptance of your application. InspireHUB’s standard Commission Rate is 20%, but individual Affiliates may be offered a different rate based on negotiation. The Commission Rate applicable to your account is confirmed in your Program acceptance and governs for the duration of this Agreement unless modified in writing by InspireHUB with 30 days’ prior written notice.
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
1.1The 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.
1.2The IHUBApp Ally Program is currently open to Affiliates located in the United States and Canada. To apply, visit the program sign-up page for your region: United States: Affiliates.inspirehub.com/signup; Canada: Affiliates.inspirehub.com/signup?campaign=ihubapp-ally-canada-Affiliate-program. You must apply using the link that corresponds to your physical location (meaning the country where your primary business is registered or where you ordinarily reside). 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 your 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
2.1Upon the Effective Date of this Agreement, you may, from time to time, refer potential clients and customers to InspireHUB. InspireHUB will pay you a fee for these referrals in accordance with the Commission Structure set out in Section 6.
3. Term
3.1This Agreement shall commence upon the Effective Date and shall continue in effect for a period of one year from the Effective Date. This Agreement shall automatically renew for additional one-year terms unless a party provides the other with written notification of its intention not to renew at least 60 days prior to the end of the then-current term, or unless this Agreement is terminated in accordance with Section 9. The 60-day non-renewal notice in this Section applies to scheduled expiry only and does not limit either party's right to terminate early under Section 9.
4. Your Obligations
4.1To 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:
4.1.2Promotes sexually explicit materials, violence, discrimination, or illegal activities.
4.1.3Incorporates any materials that infringe on copyright, trademarks, or other intellectual property rights.
4.1.4Includes "IHUBApp" or variations or misspellings in your domain name.
4.1.5Presents misleading or deceptive material that makes 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.
4.1.6Engages in questionable or unethical marketing practices that do not comply with regulatory requirements in the countries in which you operate.
4.2You agree to use your best efforts to promote IHUBApp and to refer potential customers to 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 IHUBApp. Your obligations under this Agreement supplement, and do not replace, the IHUBApp Acceptable Use Policy. Where both this Agreement and the AUP address the same conduct, the more stringent standard applies. Accordingly, you agree to:
4.2.1Ensure your website, ads, and marketing materials are fully functional and operational.
4.2.2Anti-Spam Compliance. Refrain from marketing tactics that violate applicable anti-spam and email marketing laws, including Canada's Anti-Spam Legislation (CASL), the CAN-SPAM Act of 2003 (US), and the Spam Act 2003 (Australia). You are responsible for obtaining all required consents before sending commercial electronic messages in any jurisdiction in which you operate. Where CASL applies, you must maintain records demonstrating consent for a minimum period of three (3) years from the date the consent was obtained or the date of the last commercial electronic message sent to the recipient, whichever is later, and must produce such records to InspireHUB on request.
4.2.3Privacy Compliance. Post and maintain a privacy policy that clearly describes how you collect and use information and explains users' rights. Your business must comply with all applicable data privacy laws, including PIPEDA, applicable provincial privacy legislation (including Quebec’s Law 25 for Quebec residents), CCPA/CPRA (California), GDPR (EU/EEA operations), and the Privacy Act 1988 / Australian Privacy Principles (Australia). You are solely responsible for determining which laws apply to your own operations. InspireHUB reserves the right to review your policy and ensure compliance. Failure to maintain a compliant privacy policy may result in termination from the Program.
4.2.4Accept 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.
4.2.5Take 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 guidelines, our IHUBApp Terms and Conditions, or any other applicable laws. We will notify you of any changes that may need to be made.
4.2.6Take full responsibility to comply with all applicable intellectual property, copyright, trademark, and other laws. You must have express 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 resulting from your use of another person's intellectual property.
4.2.7From time to time InspireHUB may change this Agreement at its sole discretion, including by revising or adding obligations. You agree to regularly review this Agreement and to remain aware of any changes. InspireHUB will provide at least 7 days' prior written notice of any material change to this Agreement.
5. Obligations of InspireHUB
5.1InspireHUB 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.
5.2InspireHUB 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 as requested, we reserve the right to terminate your participation in the Program.
5.3InspireHUB 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. 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. InspireHUB requires third-party tracking and commission platform vendors to maintain security and data protection standards consistent with InspireHUB's obligations under applicable privacy and data protection law, and processes Affiliate and referred customer data through such vendors only pursuant to appropriate data processing arrangements.
5.4If 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.
5.5InspireHUB 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 and Payments
6.1Commission Rate and Basis. You shall be entitled to a commission of 20% of the gross base subscription fees charged to referred customers by InspireHUB, less any refunds issued to those customers in the applicable commission period, for the life of the referred account by you. "Gross base subscription fees" means the recurring IHUBApp subscription fee charged to the referred customer, excluding Add-On fees (as defined in the IHUBApp Terms of Service), consulting fees, implementation fees, and any other charges. Commission does not apply to amounts that are subsequently refunded.
For monthly subscriptions, commission is calculated and paid on a monthly basis as set out in Section 6.2. For annual subscriptions paid upfront, commission is calculated on the full annual subscription fee and paid in the month following InspireHUB's receipt of that payment, after the applicable refund window has closed. For annual subscriptions billed monthly, commission is calculated and paid on a monthly basis.
InspireHUB's obligation to pay commissions on a referred account is subject to the following: (i) the referred customer maintaining an active paid subscription — if the customer cancels, does not renew, downgrades to a free tier, or is terminated, commission ceases as of the date the paid subscription ends and no commission is payable for any free subscription period; (ii) the Affiliate remaining in good standing under this Agreement; and (iii) the continued availability of the IHUBApp product. In the event InspireHUB discontinues the IHUBApp product or substantially restructures its subscription offerings, InspireHUB will provide Affiliates with at least 90 days' written notice, during which commissions will continue to be paid on active referred accounts. In the event of a change of control of InspireHUB, the successor entity will assume InspireHUB's commission obligations under this Agreement, or InspireHUB may at its option terminate the Program with 90 days' written notice and pay all earned commissions through the termination date.
6.2Payment Terms and Method. 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 referred customers have completed payment for our service and any applicable refund window has closed. Payments shall be made via PayPal or direct bank transfer. All payments are issued in US Dollars. InspireHUB will notify you of any changes to available payment methods. It is your sole responsibility to ensure that your payment information is current and correct. Payments transmitted to a valid PayPal account or bank account on file cannot be reversed or retransmitted due to incorrect information provided by you. Payment processing fees and currency conversion charges, where applicable, are the responsibility of the receiving Affiliate. InspireHUB applies a minimum payout threshold of twenty-five US dollars (USD $25.00). Commissions that do not meet this threshold in a given payment period will be carried forward and paid in the next period in which the cumulative balance meets or exceeds the threshold.
6.3InspireHUB utilizes a third-party software system to calculate the data required to determine your eligible payment. Upon a successful application, you will be provided access to your dashboard to track referral customers and upcoming 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 fifteen (15) days from the most recent payment date, otherwise the information will be deemed accurate and accepted.
6.4INSPIREHUB 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.
6.5Customer Referral Dashboard. As an IHUBApp Ally, you will be provided with access to a Customer Referral Dashboard allowing you to access your performance data, track your referrals, and determine your upcoming payments. In order to accurately track all your potential customer referrals, you are required to use the automated codes and links we provide. InspireHUB is not responsible for any missed conversions if any links or codes are modified by you without prior written approval. You are not permitted to share your password with any other person and you are fully responsible for any actions taken through the use of your credentials.
6.6Self-Referrals (Limited to One Account). InspireHUB permits a single self-referral per Affiliate — that is, commission earned on one (1) IHUBApp account that you directly own and operate. Commission will not be paid on any additional accounts you control, own, fund, or through which you serve as a payment intermediary. Any permitted self-referral must be disclosed to InspireHUB at the time of your application or at the time the self-referred account is created, whichever is earlier. The IHUBApp Ally Program requires that you actively promote and attract new licenses each year. If you fail to convert any new licenses in any 12-month period, you will be terminated from the Program and all commissions will be forfeited. You may have the opportunity to re-apply, but only accounts acquired after a renewed application will count toward future payments.
6.7Tax Obligations. InspireHUB will issue applicable tax forms where your earnings meet the reporting threshold required by law in the relevant jurisdiction. Regardless of whether you receive a tax form from InspireHUB, you are solely responsible for declaring all commission income to the applicable tax authority in accordance with the laws of the jurisdiction(s) in which you operate.
6.7.1Gloo, LLC (USA): InspireHUB will issue a Form 1099-NEC (or applicable successor form) to US-resident Affiliates whose earnings meet the IRS reporting threshold. All US-resident Affiliates are required to submit a completed W-9 form to InspireHUB prior to receiving any payment. Foreign Affiliates paid through the US entity are required to submit a W-8BEN form instead. Whether or not a 1099 is issued, you are responsible for reporting all income to the IRS.
6.7.2InspireHUB Canada Holdings Inc. (Canada): InspireHUB will issue a T4A information return to Canadian-resident Affiliates whose earnings meet the CRA reporting threshold. InspireHUB applies applicable GST, HST, and PST to all sales to Canadian residents. As an independent contractor, you are responsible for reporting all commission income to the Canada Revenue Agency, regardless of whether a T4A is issued.
6.7.3InspireHUB Australia Pty Ltd (Australia): All commission income must be declared to the Australian Taxation Office regardless of amount. If you are registered for GST, you must provide your ABN to InspireHUB and issue compliant tax invoices. InspireHUB may withhold applicable amounts where you fail to provide your ABN. You are responsible for your own superannuation and GST obligations.
6.8If you breach this Agreement, you will lose your rights to any amounts owed to you by InspireHUB and InspireHUB may pursue any other remedies available at law or in equity.
6.9Income Disclaimer. InspireHUB publishes an Income Disclaimer that sets out realistic expectations about earnings through the IHUBApp Ally Program. InspireHUB makes no guarantee of income, commission levels, or program duration. We recommend reading the Income Disclaimer before applying to the Program.
6.10Account Security. You are responsible for maintaining reasonable security practices to protect your Affiliate dashboard credentials, including using a strong and unique password of at least 12 characters that is not reused across other services. You must not share your login credentials with any other person. You must notify InspireHUB within 24 hours of becoming aware of suspected unauthorized access, at support@inspirehub.com. InspireHUB implements security controls for its Affiliate platform consistent with its obligations under the IHUBApp Terms of Service and will notify you of any confirmed breach affecting your Affiliate account personal data in accordance with applicable law and the timelines set out in the InspireHUB Corporate Privacy Notice.
7. Promotion Requirements and Restrictions
7.1We encourage our Affiliates to promote IHUBApp widely and freely. InspireHUB will provide a brand centre, 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 intact. You may add your logo to our materials and identify yourself as an official IHUBApp Ally with our Affiliate program.
7.2You 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 parties greater than an Affiliate relationship. The following promotional restrictions apply:
7.2.1Clear 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 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.
7.2.2Unsolicited Emails or Texts. You may not send unsolicited commercial electronic messages to parties who have not expressed a specific interest in learning about IHUBApp. You must obtain all required consents in accordance with applicable anti-spam laws, including CASL (Canada), the CAN-SPAM Act of 2003 (US), and the Spam Act 2003 (Australia). The three-year CASL consent records obligation in Section 4.2.2 applies to all marketing activities covered by this Section.
7.2.3Promoting on Social Media. You may leverage social media to generate awareness and educate within groups. You are required to comply with all applicable community and group guidelines. You may do so only to refer prospects directly to InspireHUB, not as a means of representing or speaking on behalf of InspireHUB.
7.2.4No Malvertising or Parasitic Marketing. Under no circumstances does InspireHUB condone or allow any parasitic advertising practices that can place potential prospects or customers at risk. All advertising and marketing tactics must comply with applicable advertising standards regulations, including FTC regulations (US), the Competition Act and CASL (Canada), and the Australian Consumer Law and Spam Act 2003 (Australia). Failure to comply will result in immediate termination from the Program.
7.2.5Full Disclosure of Incentives. Applicable advertising standards require full disclosure when there exists a material connection between the endorser and the seller of the advertised product. You are required to include a clear and prominent Affiliate disclosure on all your marketing promotions. It is your responsibility to ensure disclosures meet the requirements of applicable law in each jurisdiction in which you operate.
8. Confidentiality, Data, and Licences
8.1Confidentiality. During the course of this Agreement, each party agrees to protect the other party's Confidential Information with no less than reasonable care, and not to use the Confidential Information of the other party except in connection with the performance of its obligations under this Agreement. "Confidential Information" means all information designated as confidential or that reasonably should be understood to be confidential given the circumstances of disclosure. Confidential Information does not include information that: (i) is or becomes generally known to the public without breach; (ii) was known to the Receiving Party before disclosure; (iii) is received from a third party without breach; or (iv) was independently developed by the Receiving Party.
8.2Referred Customer Data. Your Affiliate dashboard may display limited information about customers you have referred to InspireHUB, including subscription status and commission tracking data ("Referred Customer Data"). You may access and use Referred Customer Data solely for the purpose of administering your participation in the Program. You may not use Referred Customer Data for any independent marketing, prospecting, or other commercial purpose outside of the Program. You must not systematically extract, scrape, bulk download, or otherwise copy Referred Customer Data from the dashboard outside of the normal course of administering your participation in the Program. Any data obtained through systematic extraction remains subject to the restrictions and deletion obligations in this Section regardless of when it was extracted. Within 30 days of the effective date of termination of this Agreement, you must: (i) delete or destroy all Referred Customer Data in your possession; and (ii) provide InspireHUB with written confirmation that you have done so, without waiting to be asked. This obligation survives termination.
8.3Licences. 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 ("Licensed Materials") in connection with these links. You can only use the Licensed Materials if you are a member in good standing of the Program. All benefits from the use of these materials will go solely to InspireHUB. This section remains in full force and effect after termination of this Agreement.
9. Termination
9.1Either 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. This early termination right is in addition to, and does not modify, the 60-day non-renewal notice process described in Section 3. To terminate your affiliation, please send written notice to support@inspirehub.com. Upon termination, you shall immediately stop promoting IHUBApp and remove all ads, promotions, banners, and links. InspireHUB will revoke your access to the Customer Referral Dashboard within 24 hours of the effective date of termination.
9.2Final Payment — Voluntary or Inactivity Termination. Where termination is voluntary or due to inactivity, InspireHUB will complete final accounting and quality assurance verification within 45 days of the effective date of termination and will issue any final referral payment owing within that same 45-day period, subject to satisfaction of the quality assurance verification.
9.3Forfeiture on Breach. If your termination is due to a direct violation of the Program terms, any pending payments are automatically forfeited. InspireHUB will not be responsible for any referral payments associated with the conduct that gave rise to the breach-based termination.
9.4If you are also a customer of 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. Representations, Warranties, and Disclaimer
Plain Language Summary
InspireHUB makes no promises about IHUBApp's performance or fitness for any particular purpose. You confirm that you have the right to enter this agreement, you are not on any sanctions list, all information you gave us is accurate, and you will tell us if you become a competitor.
10.1Your Representations and Warranties. You represent and warrant, as of the Effective Date and on a continuing basis throughout the term of this Agreement, that: (a) you have full legal capacity and authority to enter into and perform this Agreement, and this Agreement has been duly and validly authorized and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms; (b) you are not subject to any sanctions, export restrictions, or trade control measures administered by any government authority (including OFAC, the Canadian Department of Foreign Affairs, or the Australian Department of Foreign Affairs and Trade) that would prohibit your participation in the Program or your receipt of payments from InspireHUB; (c) all information provided to InspireHUB in your application and throughout your participation in the Program is, and will remain, accurate and complete; (d) your promotional activities comply, and will continue to comply, with all applicable laws in the jurisdictions in which you operate; and (e) you are not, at the time of application, a direct competitor of InspireHUB, and you will promptly notify InspireHUB in writing if you become one during the term of this Agreement.
InspireHUB Warranty Disclaimer
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.
11. Indemnification
11.1You 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
Plain Language Summary
InspireHUB's total liability to you is capped at the commissions paid to you in the 12 months before any claim. Indirect, consequential, and punitive damages are excluded in all cases.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, INSPIREHUB'S AGGREGATE LIABILITY TO YOU UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 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 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 LIMITATIONS MAY NOT APPLY TO YOU.
13. Contracting Entity and Applicable Law
13.1Your physical address determines which InspireHUB entity you are contracting with for this Agreement. For this purpose, "located in" means the country where your primary business is registered or where you ordinarily reside. If you are unsure which applies, use your registered business address. InspireHUB hosts separate instances of our platforms in three countries, and each instance is compliant with the privacy and data laws of that respective country.
North America
13.1.1Canada. If you are located in Canada, then you are contracting with InspireHUB Canada Holdings Inc. and this Agreement is governed by the laws of the Province of Ontario, without reference to conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of the Province of Ontario, including the Ontario Superior Court of Justice.
13.1.2United States of America. If you are located in the USA, then you are contracting with Gloo, LLC, 831 Pearl Street, Boulder, CO 80305. This Agreement is governed by the laws of the State of Colorado, without reference to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in Denver, Colorado, for all disputes arising out of or relating to this Agreement.
13.1.3Tribal Sovereignty. InspireHUB recognizes federally recognized, sovereign tribal governments. Any court proceeding arising out of this Agreement involving a federally recognized tribe may be conducted in the Tribal court of the specific tribe as outlined in an addendum to this Agreement, where such addendum has been executed by both parties. InspireHUB expressly consents to personal jurisdiction in Tribal Court. Nothing contained herein shall be construed as a waiver of the Tribe's sovereign immunity.
Australia
13.1.4Australia. If you are located in Australia, 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 conflict of law principles. The parties submit to the exclusive jurisdiction of the courts of New South Wales. Note: The IHUBApp Ally Program is not currently accepting applications from Australian-based Affiliates. This Section sets out the applicable terms in the event the Program is made available in Australia in future. Disclosure: InspireHUB Australia Pty Ltd is an infrastructure entity. Its day-to-day operations, including Affiliate support and privacy management, are conducted by InspireHUB Canada Holdings Inc. on its behalf. All notices to InspireHUB Australia Pty Ltd may be served through Gloo, LLC at the address in Section 15.7.
13.1.5International. If you are located in a geographic region that does not fall into one of the designations described above, then you are contracting with Gloo, LLC (USA), and this Agreement is governed by the laws of the State of Colorado.
14. Independent Contractor Classification
14.1You are an independent contractor of InspireHUB, not an employee, agent, partner, or joint venture party. Nothing in this Agreement creates or implies an employment relationship, a partnership, or any other form of legal association beyond that of independent contractor and principal.
14.2You are solely responsible for all taxes, withholdings, statutory deductions, insurance, and other obligations arising from your status as an independent contractor in the jurisdiction(s) in which you operate. InspireHUB is not responsible for withholding income taxes, making statutory benefit contributions, or providing employment-related benefits of any kind to you.
14.3Canada. In Canada, you will be treated as an independent contractor for purposes of the Income Tax Act (Canada). InspireHUB will issue a T4A information return where your earnings meet the CRA reporting threshold. Regardless of whether a T4A is issued, you are responsible for remitting all applicable income taxes, HST/GST, and other amounts to the Canada Revenue Agency.
14.4United States. In the United States, you will be treated as an independent contractor for IRS purposes. InspireHUB will provide a Form 1099-NEC (or applicable successor form) where your earnings meet the IRS reporting threshold. Regardless of whether a 1099 is issued, you are responsible for all self-employment taxes and any other applicable federal, state, or local tax obligations.
14.5Australia. In Australia, you are responsible for your own tax reporting, superannuation, and any applicable GST obligations. All commission income must be declared to the Australian Taxation Office regardless of amount. If you are registered for GST, you must provide your ABN to InspireHUB and issue compliant tax invoices. InspireHUB may withhold applicable amounts where you fail to provide your ABN.
14.6You will not have the authority to make or accept offers or representations on behalf of InspireHUB, and you agree not to make any statements that would contradict or misrepresent your independent contractor status.
15. Miscellaneous
15.1By 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 beyond what is expressly set out in Section 14. You will not have the authority to make or accept offers or representations on behalf of InspireHUB.
15.2You 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.
15.3This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written. Each party confirms that in entering into this Agreement it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not expressly set out in this Agreement.
15.4If 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.
15.5The headings and titles in this Agreement are for convenience only and will not change or affect the terms of the Agreement.
15.6Force Majeure. Neither party will be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations already due and owing) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, acts of war, terrorism, civil unrest, government action or regulation, widespread internet or infrastructure outage, or pandemic. The affected party must notify the other party promptly and must resume performance as soon as reasonably practicable after the force majeure event ends.
15.7Notices. Notices under this Agreement shall be in writing and delivered by email. Notices to InspireHUB should be sent to support@inspirehub.com or by mail to the applicable contracting entity: Gloo, LLC (US Affiliates) — 831 Pearl Street, Boulder, CO 80305, Attention: General Counsel; InspireHUB Canada Holdings Inc. (Canadian Affiliates) — 3850 Dougall Ave, PO Box 31085, Windsor, ON N9G 2Y2, Attention: General Counsel; InspireHUB Australia Pty Ltd (Australian Affiliates) — c/o Gloo, LLC, 831 Pearl Street, Boulder, CO 80305. Notices to you will be sent to the email address associated with your Affiliate account.
15.8Dispute Resolution. In the event of any dispute arising out of or relating to this Agreement, including any dispute regarding commission calculations, payments, or Program eligibility, the parties agree to attempt to resolve the dispute through good-faith negotiation for a period of at least 30 days before initiating any formal legal proceedings. Either party may initiate this process by sending written notice to the other party describing the dispute in reasonable detail. If the parties are unable to resolve the dispute through negotiation within 30 days of the notice, either party may pursue resolution through the courts identified in Section 13. This Section does not limit InspireHUB's right to seek urgent injunctive or equitable relief at any time.
15.9Survival. The following sections survive the termination or expiration of this Agreement for any reason: Section 6.7 (Tax Obligations), Section 6.8 (Breach consequences), Section 8.1 (Confidentiality), Section 8.2 (Referred Customer Data), Section 8.3 (Licences — post-termination obligations), Sections 9.2 and 9.3 (Final payment and forfeiture), Section 10.1 (Your Representations and Warranties), Section 11 (Indemnification), Section 12 (Limitations of Liability), Section 14 (Independent Contractor Classification), and Section 15.8 (Dispute Resolution).
15.10Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement will operate as a waiver of that right, power, or remedy. A waiver of any breach of this Agreement must be in writing and will not be construed as a waiver of any subsequent or continuing breach of the same or any other provision.
15.11Electronic Execution and Acceptance. The parties agree that this Agreement may be entered into by electronic means, including through InspireHUB's online application process, and that such electronic acceptance constitutes a valid and enforceable execution of this Agreement for all purposes. The parties waive any right to challenge the enforceability of this Agreement solely on the basis that it was entered into electronically or that it lacks a handwritten signature. InspireHUB's written acceptance of your application constitutes execution of this Agreement on InspireHUB's behalf.
Agreed and Accepted
The Parties hereby give effect to the terms, conditions, and obligations of this Agreement, including any related Appendices, as of the Effective Date. See Section 15.11 regarding electronic execution and acceptance.
Acceptance is completed electronically through InspireHUB's online application process at the link applicable to your region. See Section 1.2.