Affiliate Program Agreement

This Affiliate Program Agreement (the “Agreement”) sets the rules for referring new customers to CaptivaHQ in exchange for commissions. It is between United Technology Services Inc., which operates CaptivaHQ (“UTS”, “CaptivaHQ”, “we”, “us”), and the person or organization accepted into the program (“you”, the “Affiliate”). By applying to the program, or by sharing a CaptivaHQ referral link or code after you are approved, you agree to this Agreement. If you apply on behalf of an organization, you confirm that you are authorized to bind it.

1. Program overview & enrollment

The CaptivaHQ Affiliate Program (the “Program”) rewards partners who introduce new paying customers to CaptivaHQ. To join, you submit an application through the affiliate portal with accurate contact, payout and tax information.

We review every application. Approval is at our discretion, and we may decline an application without giving a reason.
You must be at least 18 years old, able to enter into a binding contract, and not located in a country, or listed on a government list, that US sanctions law prohibits us from paying.
Approval is confirmed by email. That email, together with your partner dashboard, states your referral code, commission rate, commission duration and any customer discount attached to your code (your “Program Terms”). If your Program Terms and this Agreement conflict, your Program Terms control on those specific points.
We may pause or end the Program, or your participation in it, as described in section 8.

2. Referral links & codes

Your code. Each approved Affiliate receives a unique referral code and a referral link in the form https://us.captivahq.com/r/<code>. Your code is personal to you; do not share it with other affiliates or let anyone else promote it as their own.
Attribution window. When someone opens your referral link, we set a first-party cookie that lasts 90 days. If that visitor creates a CaptivaHQ account within those 90 days, the signup is attributed to you. If the visitor clicks referral links from more than one affiliate, the last link clicked before signup wins.
One code per signup. A new account can carry only one referral code. A code typed in at signup takes precedence over a cookie. Once an account is attributed at signup, the attribution does not move to a different affiliate later.
Our records decide. Attribution depends on cookies, browsers and devices, which are not perfect; cleared cookies, private browsing and ad blockers can prevent it. If there is a question about who referred a customer, the decision is made from our own system records, and that decision is final.

3. Commissions & payouts

3.1 Rate and duration

Your commission rate and how long it applies to each referred customer (for example, a number of months of paid invoices) are stated in your Program Terms. A change to your rate or duration applies only to invoices paid after the change takes effect.

3.2 What commissions are calculated on

Commissions are calculated only on amounts the referred customer has actually paid to us for their CaptivaHQ subscription, after any discount. Taxes, refunds, credits, chargebacks, and payment-processing reversals are excluded. Nothing is earned on amounts that are invoiced but never collected.

3.3 The first 90 days

No commission is earned for a referred customer who never makes a payment, including a customer who cancels during a trial.
No commission is earned for a referred customer who cancels within 90 days of their first paid invoice. Any commissions recorded for that customer during those 90 days are voided.
After that 90-day period, a refund or chargeback on a referred customer’s invoice reverses the commission tied to that invoice. If that commission has already been paid to you, we deduct it from your next payouts.

3.4 Holding period and payout schedule

Each commission is held for 30 days after the underlying invoice is paid, and, for a customer’s early invoices, until the 90-day period in section 3.3 has passed. After both, the commission becomes payable.
We pay out once a month when your payable balance is at least USD 50. A smaller balance rolls over to the next month until it reaches USD 50.
Payouts are made in US dollars by bank transfer to the payout details on file in your partner dashboard. Currency conversion, and fees charged by your bank or any intermediary bank, are your responsibility.

3.5 Payout and tax information

You are responsible for keeping your payout details accurate. A payout sent to the details you provided counts as paid; we are not responsible for a transfer lost because those details were wrong or out of date.
Before we can pay you, you must provide the tax form that applies to you: IRS Form W-9 for US persons, or Form W-8BEN (individuals) or W-8BEN-E (entities) for non-US persons. We may hold payouts until a valid form is on file.
You are responsible for all taxes on the commissions you receive. We may withhold amounts where the law requires it and will report payments to tax authorities where required.

3.6 When no commission is earned

No commission is earned for:

Your own account, or an account for an organization you own, control or work for (self-referrals).
A customer who already had, or recently had, a CaptivaHQ account, or who was already in active discussions with our sales team before your referral.
A customer whose account is already attributed to another affiliate.
Any signup obtained in breach of this Agreement (see sections 5 and 7).

4. Customer discounts

We may attach a discount for new customers to your referral code. If we do, the discount, its duration and its conditions are shown in your partner dashboard, and the discount is applied at checkout. Discounts are offered at our discretion and may be changed or withdrawn for future signups; a change does not affect a customer who has already signed up with the earlier discount. Promote only the discount shown in your dashboard, and do not invent, combine or advertise any other offer. Commissions are calculated on the discounted amount actually paid.

5. Fair promotion & prohibited conduct

You may promote CaptivaHQ through your own website, content, newsletter, social channels, events and direct relationships, as long as you do so honestly and lawfully. You must not:

Send spam or unsolicited bulk email, text messages or direct messages, or promote CaptivaHQ to lists you do not have permission to contact.
Make misleading claims about CaptivaHQ, including misleading pricing claims (for example, describing any plan, the trial or the core platform as costing nothing), features that are not shipped, results we have not published, or compliance, security or certification claims beyond what CaptivaHQ itself publishes.
Bid on “CaptivaHQ” or any misspelling or variation of our brand as a keyword in paid search or paid social, use our brand in ad copy or display URLs, or register or use domains, subdomains, social handles or app names that contain our brand or a typo of it.
Use cookie stuffing, forced or hidden clicks, pop-unders, auto-redirects, browser extensions or any other technique that sets a referral cookie without a genuine, deliberate click.
Offer cash, gifts or other incentives for signups, or create or arrange fake, duplicate or throwaway accounts.
Present yourself as CaptivaHQ or UTS, or as our employee or agent, or suggest that we endorse your content beyond your participation in the Program.
List your code on coupon, deal, cashback or voucher sites without our prior written approval.

You must also:

Clearly disclose your affiliate relationship wherever you promote CaptivaHQ, as the US Federal Trade Commission’s Endorsement Guides and similar rules in other countries require. The disclosure must be close to the recommendation and easy to notice (for example, “I earn a commission if you sign up through this link”).
Comply with all laws that apply to your marketing, including anti-spam laws such as the US CAN-SPAM Act and, where they apply to you or your audience, data-protection and ePrivacy laws such as the GDPR (including consent for cookies and tracking on your own properties).
Use only the brand assets we provide or approve (see section 6).

6. Brand & trademark license

While you are an approved Affiliate, we grant you a limited, non-exclusive, non-transferable, revocable license to use the CaptivaHQ name, logos and the marketing assets we provide, solely to promote CaptivaHQ under this Agreement. You may not alter our marks, combine them with your own marks, or use them in a way that suggests a partnership, sponsorship or endorsement we have not agreed to. All goodwill from the use of our marks belongs to us. We may ask you to change or remove any content that uses our brand, and you will do so promptly. The license ends automatically when your participation ends.

7. Fraud, review & clawbacks

We may void any commission earned through fraud, a breach of this Agreement, or activity designed to generate commissions without a genuine referral.
If we suspect such activity, we may pause your payouts and your referral code while we review it. We will tell you about the review and give you a chance to respond, unless the law or an ongoing investigation prevents it.
We may recover commissions that were paid in error or that should have been voided, by deducting them from future payouts or by asking you to repay them.

8. Term, termination & changes

Term. This Agreement starts when we approve your application and continues until either party ends it.
Ending participation. Either of us may end this Agreement at any time by giving notice to the other, by email or through the partner dashboard. We may end it immediately if you breach it.
After termination. Your referral link and code stop working, and no commission is earned on invoices paid after the termination date. Commissions on invoices paid before that date continue through the review and holding periods in section 3; if the resulting payable balance is at least USD 50, we pay it in the next monthly payout cycle. If we end the Agreement because you breached it, unpaid commissions are forfeited.
Changes to the Program. We may change this Agreement or the Program. We will give you reasonable advance notice of material changes by email or in your partner dashboard, and will publish the updated Agreement here with a new version date. Changes needed to comply with the law or to stop fraud may take effect sooner. If you continue to participate after a change takes effect, you accept it; if you do not agree, you may end your participation.
Survival. Sections that by their nature should continue after termination — including payment of earned commissions, clawbacks, confidentiality, disclaimers, limitation of liability, indemnity and governing law — continue to apply.

9. Relationship of the parties

You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, franchise or joint-venture relationship, and you have no authority to make commitments or accept agreements on our behalf. The relationship is non-exclusive on both sides: you may promote other products, and we may work with other affiliates, resellers and partners, including in your region or market. You are responsible for your own costs of promotion.

10. Confidentiality & data

What you see. Your partner dashboard shows a summary of your referrals — for example, the referred company’s name, signup date, plan and status — along with your commissions and payouts. You receive no access to any customer’s account, records or personal data beyond that summary.
Keeping it confidential. Treat non-public information you receive through the Program, including dashboard data and any Program Terms that are not published, as confidential. Use it only to take part in the Program, and do not disclose it except as required by law.
Your information. We use the contact, payout and tax information you give us to run the Program, pay you and meet our legal obligations. Bank details are stored encrypted and are visible in full only to authorized staff. Our handling of personal data is described in our Privacy Policy.
Your audience. You are responsible for any personal data you collect from your own audience, and for having a lawful basis and any required notices and consents for it.

11. Disclaimers, liability & indemnity

Disclaimer. The Program, the referral tracking and the partner dashboard are provided “as is” and “as available”. We do not guarantee any level of signups, commissions or income, or that tracking will always be uninterrupted or accurate.

Limitation of liability. To the maximum extent permitted by law, UTS will not be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue or goodwill, arising out of or related to this Agreement or the Program. UTS’s total liability for all claims arising out of or related to this Agreement will not exceed the commissions we paid you in the 12 months before the event that gave rise to the claim.

Indemnity. You will defend, indemnify and hold harmless UTS and its officers, directors, employees and agents from any third-party claims, damages, liabilities and expenses (including reasonable legal fees) arising from your promotional activities, your content, your breach of this Agreement, or your violation of any law or third-party right.

12. General

Entire agreement. This Agreement and your Program Terms are the entire agreement between us about the Program and replace any earlier understanding about it. If you are also a CaptivaHQ customer, your use of the platform remains governed by our Terms of Service.
Assignment. You may not assign or transfer this Agreement, or your right to commissions, without our prior written consent. We may assign it to an affiliated company or in connection with a merger, acquisition or sale of all or part of our business.
Governing law. This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-law rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware, except that either party may seek injunctive relief in any court of competent jurisdiction.
Notices. We send notices to the email address on your affiliate account. Send notices to us at the address below.
Other terms. If any provision is found unenforceable, the rest of the Agreement stays in effect. A failure or delay in enforcing a provision is not a waiver of it.

Contact

United Technology Services Inc.

Attn: Legal — Affiliate Program

[email protected]

Published for CaptivaHQ by United Technology Services Inc. · All documents: captivahq.com/legal. Questions: [email protected].