Partner Program Agreement

This Partner Program Agreement (the "Agreement") is a contract between you and Tamer Designs, a Colorado corporation doing business as TopSyde ("TopSyde", "we", "us"). It governs your participation in the TopSyde partner program (the "Program").

You accept this Agreement when you tick the box and join the Program, or when you accept an updated version in your partner dashboard. If you join on behalf of a company or other organization, you confirm that you have authority to bind it, and "you" means that organization.

You must be at least 18 years old and able to enter a binding contract. You agree that this Agreement and all notices under it may be given and signed electronically.

If you are also a TopSyde customer, our Terms and Conditions continue to govern your use of our hosting services. This Agreement governs the Program only. If the two conflict about the Program, this Agreement controls.

"Partner Link" means the unique link we give you, in any form we provide it.

"Referred Customer" means a new TopSyde customer account credited to you under section 5.

"Site" means one website on a Referred Customer's paid TopSyde hosting plan, counted by the quantity on the plan the customer pays for.

"Hosting Payment" means an amount a Referred Customer pays us for a TopSyde hosting plan and that we keep, after discounts, credits, refunds, reversals, chargebacks and taxes. It does not include one-time services, add-ons, migrations, development work, domains, or any other charge.

"Site Payment" means the one-time commission in section 6.1. "Revenue Share" means the commission in section 6.2. Together they are "Commissions".

"Dashboard" means the partner area of the TopSyde portal.

The information you give us must be true, current and complete, and you must keep it that way. We may refuse or end any enrollment at our discretion.

You may hold one partner account. You are responsible for everything done under your account and for keeping your sign-in details secret. Tell us at once if you believe someone else has used it.

You may not join or remain in the Program if you are located in, or are a resident or national of, a country or region subject to comprehensive United States sanctions, or if you appear on any United States government list of restricted or prohibited parties. You confirm that you are not.

Current employees and contractors of TopSyde may not participate without our written consent.

You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture or franchise relationship between us. The word "partner" is used in its everyday marketing sense only.

You have no authority to make or accept any offer, promise, warranty or representation on our behalf, to sign anything for us, or to bind us in any way.

The Program is not exclusive. You are free to promote other companies and we are free to work with other partners and to market to anyone, including people you have contacted.

You are responsible for your own costs, equipment, staff, insurance and taxes. There is no minimum commitment on either side.

5.1 A new customer account is credited to you when it is opened within 180 days after a person clicks your Partner Link, in the same browser, and our systems record that link at signup. The first partner link a visitor clicks keeps the credit for that period.

5.2 If a customer you introduced signs up without your link, you may email us within 30 days of their signup. We will credit the customer to you if the customer confirms the introduction and the account is not already credited elsewhere.

5.3 A customer account can be credited to one partner only, permanently. An account that an existing TopSyde customer referred through our customer referral program is not credited to a partner. An existing TopSyde customer, a returning former customer, or an account more than 30 days old is not credited through a link.

5.4 The following never earn Commissions: your own account, any account you or your organization own, control or are a member of, accounts opened by members of your household, your employees or your contractors, and accounts opened to benefit from the Program rather than to use our services.

5.5 Tracking depends on cookies and on the customer's browser and can fail for reasons outside our control. Our records decide whether a customer is credited to you. We will consider any evidence you send us in good faith, and our decision after that is final.

6.1 Site Payment. $100 once for each Site a Referred Customer pays for. Sites the customer adds within 12 months after their first Hosting Payment count. Each Site position earns once, so a Site that is removed and later added back does not earn again.

6.2 Revenue Share. 10% of each Hosting Payment a Referred Customer makes during the 12 months after their first Hosting Payment.

6.3 Nothing is earned during a free trial or on any invoice of zero. Earning starts when the customer's first Hosting Payment is settled.

6.4 We may agree different rates with you in writing, including by email. Your Dashboard shows the rates that apply to you. Changed rates apply to Commissions recorded after the change.

6.5 Where a Referred Customer is billed outside our normal payment system, Commissions are calculated and added by us by hand on the same basis.

6.6 Commissions are the only compensation under this Agreement. You are not owed anything for customers who do not sign up, do not pay, or are not credited to you.

7.1 A Site Payment is released 60 days after that Site is first paid for, and only if on that day the Referred Customer has an active paid hosting plan that still includes that Site. If the customer has cancelled, or has reduced their plan below that Site, the Site Payment is cancelled. If the customer's payment is overdue on that day, the Site Payment waits until the account is paid up or is cancelled.

7.2 A Revenue Share is released 30 days after the Hosting Payment it comes from.

7.3 If a Hosting Payment is refunded, reversed, charged back, disputed or voided, in whole or in substantial part, the Commissions that came from it are cancelled. If they have already been paid to you, we may deduct the same amount from your later payouts or ask you to repay it, and you agree to repay it within 30 days of our request.

7.4 The total Commissions released to you for one Referred Customer will never exceed the total Hosting Payments that customer has made. Any amount above that waits, and is released as the customer makes further Hosting Payments.

7.5 We may hold, reduce or cancel any Commission that we reasonably believe resulted from fraud, from a breach of this Agreement, from an error, or from a customer who signed up without a real intention to use our services.

8.1 We pay released Commissions once a week, on Mondays, when they total $25 or more. Smaller balances carry forward. Payment is in United States dollars.

8.2 We pay through Stripe. To be paid you must open and keep in good standing a Stripe connected account through your Dashboard and give Stripe the identity, tax and bank information it asks for. Your Stripe account is governed by Stripe's own agreements with you. We do not receive or store your bank account details or your tax identification number.

8.3 Where Stripe cannot pay partners in your country, we will agree another payment method with you by email, and we may deduct the reasonable cost of that method.

8.4 You are responsible for any currency conversion and for any fees your bank charges.

8.5 Taxes. You are solely responsible for all taxes on what you earn. We do not withhold tax unless the law requires us to, in which case we will. You agree to provide any tax form we or Stripe reasonably ask for, such as IRS Form W-9 or W-8. Where the law requires it we will report payments made to you, for example on IRS Form 1099.

8.6 We may set off against any payment any amount you owe us under this Agreement or as a TopSyde customer.

8.7 Your Dashboard is your statement. If you believe a Commission is missing or wrong, tell us in writing within 60 days after it was, or should have been, shown in your Dashboard. After that the Dashboard record is final.

8.8 If you have not completed payout setup, we keep your released Commissions for you. If payout setup is still incomplete 12 months after a Commission was released, we may email you a 30 day notice. If setup is still incomplete when that notice ends, we may close your account and, to the extent the law allows, your right to those Commissions ends. Where unclaimed property law requires a different result, we will follow that law.

9.1 Be accurate. Describe TopSyde and our services truthfully. Do not state or imply prices, features, guarantees, results or offers that we do not publish ourselves. If our published information changes, update what you say.

9.2 Say that you are paid. Every time you recommend TopSyde you must disclose, clearly and close to the recommendation, that you may earn a fee. A disclosure hidden in a footer, a separate page or a group of hashtags is not enough. For example, "I earn a referral fee if you sign up through this link" placed beside the link is enough. You must follow the United States Federal Trade Commission's Endorsement Guides and any similar rules where you or your audience are.

9.3 Email and messages. You may email or message only people who have an existing relationship with you or who have asked to hear from you. Every commercial email must identify you as the sender, use accurate header and subject lines, include your postal address and a working way to unsubscribe, and honour unsubscribe requests promptly, as the CAN-SPAM Act and similar laws require. You may not send marketing text messages or make marketing calls without the prior consent the law requires. You may not use bought, rented or scraped lists. You may not make it appear that a message comes from TopSyde.

9.4 Paid advertising. You may not bid on or use as a keyword "TopSyde", "Top Syde", our domain names, or any misspelling or variation of them, alone or with other words, in any search or advertising platform. You must add those terms as negative keywords where the platform lets you. You may not run ads that display our domain as the destination or that send people straight to our websites through your Partner Link while appearing to be from us.

9.5 Prohibited methods. You may not use any of the following: cookie stuffing, hidden frames, pop-ups or pop-unders, forced clicks, redirects that hide the destination, adware, toolbars, browser extensions or software that sets our tracking without a deliberate click, incentives, rewards, rebates or cashback for signing up, coupon, deal or loyalty sites, traffic you paid for by the click from incentive networks, fake reviews or testimonials, or sub-affiliate networks. You may not offer to share your Commission with a customer.

9.6 Content standards. You may not promote TopSyde in or beside content that is unlawful, deceptive, defamatory, hateful, harassing, sexually explicit, violent, that infringes anyone's rights, or that is directed at children under 13. You may not make false or misleading statements about our competitors.

9.7 Follow the law. You must comply with all laws and platform rules that apply to your marketing, including advertising, consumer protection, privacy, data protection and anti-spam law, and the terms of any social network, marketplace or email service you use.

9.8 We may ask you to change or remove any promotion, and you agree to do so within 2 business days.

10.1 While you are in the Program we grant you a limited, non-exclusive, non-transferable, revocable licence to use the TopSyde name, the logos we make available to partners, and the text and images we provide for partners, only to promote TopSyde under this Agreement.

10.2 You may describe yourself as a "TopSyde partner". You may not suggest that you are TopSyde, that you are our employee or agent, or that we endorse your other products or services.

10.3 You may not alter our logos, use them as the main element of your own branding, or use our name or any confusingly similar name in a domain name, company name, product name, app name, social media handle or advertising account.

10.4 All goodwill from your use of our name and marks belongs to us. We own all rights in our name, marks, websites, software, content and the Program, and nothing in this Agreement transfers any of them to you. This licence ends when your participation ends, and you must then stop using our name and materials, except that existing truthful statements of fact may remain.

10.5 You grant us a non-exclusive licence to use your name and logo to identify you as a TopSyde partner. Tell us by email if you would rather we did not.

You may receive information that is not public, including Program data in your Dashboard, any rates agreed specially with you, and information about our customers, plans and business. You must keep it confidential, use it only to take part in the Program, and not disclose it to anyone except advisers who are bound to keep it confidential. This does not apply to information that is public through no fault of yours, that you already lawfully knew, or that the law requires you to disclose. The published Program rates are not confidential.

12.1 What we collect about you. Your name, email address, business name, website, country, how you plan to promote us, the date, version and IP address of your acceptance of this Agreement, clicks on your Partner Link, the customers credited to you, and your Commissions and payouts. Stripe collects your identity, tax and bank information directly, under its own privacy policy.

12.2 How we use it. To run the Program, to calculate and pay Commissions, to prevent fraud and abuse, to meet our legal and tax obligations, and to contact you about the Program. We keep Program records for as long as your account is open and afterwards for as long as tax, accounting and legal requirements call for. Our Privacy Policy explains your rights and how to exercise them.

12.3 What you see about customers. To protect our customers, your Dashboard does not show who a Referred Customer is. You must not try to identify Referred Customers from Program data, and you must not contact a person because Program data suggested they signed up.

12.4 Data you collect. If you collect personal information from people you market to, you do so as an independent business responsible for your own compliance. You must have a lawful basis and any consent the law requires, and you must not send us personal information about other people except where they have asked you to introduce them.

You represent and warrant that: (a) you have the right and authority to enter this Agreement, (b) your participation does not breach any other agreement or any law, (c) your marketing, your websites and your content will comply with this Agreement and with the law and will not infringe anyone's rights, (d) the information you give us and Stripe is accurate, and (e) you will not act in a way that harms our reputation or that of our customers.

You agree to defend, indemnify and hold harmless TopSyde, Tamer Designs, and their officers, directors, employees and agents from and against any claim, demand, loss, liability, damage, fine, penalty and expense, including reasonable attorneys' fees, arising out of or related to: (a) your marketing or other conduct in connection with the Program, (b) your breach of this Agreement or of any law, (c) your websites, content, products or services, (d) any claim that your materials infringe or violate someone's rights, or (e) taxes on your Commissions. We will tell you promptly of any such claim. We may take over the defence at your expense, and you may not settle a claim in a way that binds us without our written consent.

THE PROGRAM, YOUR PARTNER LINK, THE DASHBOARD AND OUR MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

We do not promise that you will earn any amount, that tracking will be uninterrupted or error free, or that our services, prices, plans or offers will stay as they are. We may change or withdraw any service, price or offer at any time, and we may accept or refuse any customer.

TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER TOPSYDE NOR TAMER DESIGNS WILL BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OR LOST GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM, EVEN IF TOLD THEY WERE POSSIBLE.

OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PROGRAM, UNDER ANY THEORY, WILL NOT EXCEED THE COMMISSIONS PAID AND PAYABLE TO YOU UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

Nothing in this Agreement limits liability that cannot be limited under applicable law. These limits apply even if a remedy fails of its essential purpose, and they are a basic part of the bargain between us.

17.1 This Agreement starts when you accept it and continues until either of us ends it.

17.2 You may end it at any time by emailing us. We may end it, or suspend your account and your Partner Link, at any time, with or without a reason, by emailing you.

17.3 While your account is suspended, no Commissions are earned or released and no payouts are made. If we lift the suspension, Commissions that would have been released during it are then judged under section 7.

17.4 If this Agreement ends for a reason other than your breach: released Commissions are paid in the normal way, Commissions still on hold for Hosting Payments made before the end date are judged under section 7 and paid if they qualify, and no Commissions are earned on Hosting Payments made after the end date.

17.5 If we end this Agreement because you breached it, or because we reasonably believe your Commissions came from fraud or abuse, all unpaid Commissions are cancelled and we may recover Commissions already paid that resulted from the breach, fraud or abuse.

17.6 When this Agreement ends you must stop using your Partner Link and our name and materials. Sections 2, 4, 7.3, 8.5 to 8.8, 10.4, 11, 12, 13, 14, 15, 16, 17.4 to 17.6, 19 and 20 survive.

18.1 We may change the Program and this Agreement, including the rates, at any time by publishing the new version and emailing you at the address on your account.

18.2 A change that reduces what you earn, lengthens a hold, or adds a material restriction takes effect 30 days after we email you. Other changes take effect when published.

18.3 For each Referred Customer who made their first Hosting Payment before a rate reduction takes effect, the rates in force on the date of that first payment continue to apply to that customer for the periods in section 6.

18.4 We may ask you to accept the new version in your Dashboard. If you do not agree to a change, your remedy is to end this Agreement under section 17. Continuing in the Program after a change takes effect means you accept it.

18.5 We may end the Program entirely on 30 days notice. Section 17.4 then applies.

19.1 This Agreement is governed by the laws of the State of Colorado, United States, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Before starting any legal action, the party with the complaint must send the other a written description of it, and we will both try in good faith for 30 days to resolve it. Either of us may seek urgent court relief to protect confidential information or intellectual property without waiting.

19.3 Any legal action arising out of or relating to this Agreement or the Program must be brought only in the state or federal courts located in the State of Colorado, and each of us consents to the jurisdiction of those courts and waives any objection to that venue.

19.4 TO THE FULLEST EXTENT THE LAW ALLOWS, EACH OF US WAIVES THE RIGHT TO A JURY TRIAL, AND AGREES THAT CLAIMS MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.

19.5 Any claim by you arising out of or relating to this Agreement must be started within one year after the claim arose, or it is permanently barred, to the extent the law allows.

20.1 Whole agreement. This Agreement, together with any rates we have agreed with you in writing, is the entire agreement between us about the Program and replaces anything said or written before. If written special rates conflict with this Agreement, the special rates control for the rates only.

20.2 Assignment. You may not assign or transfer this Agreement or your account without our written consent. We may assign this Agreement to an affiliate or to a successor in a merger, reorganization or sale of our business.

20.3 Notices. We give notice by email to the address on your account, and notice is given when sent. You give notice by email to hello@topsyde.com, with legal notices also sent by post to TopSyde, PO Box 270545, Littleton, CO 80127, United States.

20.4 Severability and waiver. If a court finds part of this Agreement unenforceable, that part is enforced to the fullest extent allowed and the rest remains in effect. A failure to enforce a right is not a waiver of it.

20.5 Events outside our control. We are not liable for any delay or failure caused by events beyond our reasonable control, including failures of payment processors, banks, hosting or network providers.

20.6 No third party rights. Nobody other than you and us has any rights under this Agreement, except that the parties named in section 14 may rely on that section.

20.7 Language and headings. This Agreement is written in English, which controls over any translation. Headings are for convenience only. "Including" means "including without limitation".