Proto Software

Proto Affiliate Partner Program Agreement

This Agreement is a binding, legal contract between Proto Software, Inc. ("Proto") and the individual or organization (the "Affiliate") participating in the Proto Affiliate Partner Program (the “Program”). By submitting an application online to join the Program you are stating that you have read and understand all the terms and conditions of this Agreement and you agree to be legally bound by terms and conditions set forth. When this Agreement makes reference to "you" and "your", it is understood that this means the Affiliate, and "we" and "our" will mean Proto.

Enrollment

To enroll in the Program, the Affiliate must submit an online application via Proto's website. We will evaluate your application and request any additional materials via email and in good faith will notify you of your acceptance or rejection within a reasonable time frame. Proto reserves the right to reject any application, for any reason at its sole discretion.

Relationship of Parties and Responsibilities

The Affiliate is an Independent Contractor, and no partnership, joint venture, franchise, employment relationship or other legal entity is created between Proto and the Affiliate by entering into this Agreement.

Proto will grant to you upon the acceptance of your application for the Program the nonexclusive right to use certain trademarks, logos and other similar material (collectively the "Licensed Materials") in connection with the promotion of Proto and Proto's products under the terms of this Agreement. You explicitly agree not to modify, reproduce, distribute or otherwise use the Licensed Materials for any other purpose without explicit written consent from Proto prior to doing so.

Proto will provide you with an Affiliate Code to use in any and all promotions and in website referral links that will identify the Affiliate at the time of an online purchase of Proto's products as the referring party for the transaction. This Affiliate Code as entered at the time of purchase will be the only method by which Proto establishes the Affiliate as the referring party. Proto will make reasonable efforts in good faith to ensure the Affiliate receives appropriate recognition and payment for any online referrals. However the Affiliate understands and agrees that under some circumstances a customer referred by the Affiliate may not enter the Affiliate code, or that the Affiliate code may be dropped or excluded at the time of purchase due to a technical difficulty or mistake in Proto's processing of the purchase or due to a missing or overwritten "cookie" on the customer’s computer. The Affiliate agrees and understands that only online purchases made with a valid Affiliate Code entered in Proto's online store will be Eligible Referrals to earn commissions as set forth below. No purchases made by or on behalf of the Affiliate using that Affiliate's Affiliate Code will be deemed Eligible Referrals under any circumstances (you can not refer yourself or another party to buy licenses on your behalf).

Proto has no obligation to provide Affiliate with any specific information for any customer, regardless of whether said customer was referred by the Affiliate, and Proto may withhold identifying customer contact information from the Affiliate to protect customer privacy for any reason deemed necessary.

The Affiliate grants Proto the right to use its name, logo and trade name in press releases, on Proto's website and in marketing material in connection with promotions related to the Program.

If the Affiliate is an individual, the Affiliate is 18 years of age or older.

The Affiliate agrees to receive email from Proto from time to time including but not limited to sales reports, training material, promotional resources, and other correspondence relating to the Program.

Referrals and Payments

The Affiliate will qualify for Referral Fees equal to twenty percent (20%) of the total purchase amount before the inclusion of taxes for all online purchases made by Eligible Referrals, after (6) weeks from the date the purchase was made, provided the customer account is in good standing, and there has not been credit card fraud, charge-backs, bad debt or any refunds issued.

The Affiliate will designate to Proto a Payment Account to receive Referral Fees. If payment is made to a Payment Account for a U.S. entity or person, you must provide Proto with a Tax ID or SSN for the recipient of all payments.

Referral Fees will be paid to the Affiliate’s Payment Account within 30 days from the end of each quarter, for Referral Fees totaling over $50.

Termination

Either party may give the other party written notice at any time to end this Agreement, with or without cause.

Indemnification

You agree to indemnify, defend and hold harmless Proto, its parents, subsidiaries, affiliates, officers, directors, employees, consultants, partners and agents from and against any and all claims, demands, liability, damages costs and expenses (including but not limited to attorneys' fees) arising out of, or related to your participation in the Program, your violation of this Agreement or any of the terms or conditions herein, or your infringement of any intellectual property right or other right of Proto or any third party (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights), any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, the development, operation, maintenance and content of the Affiliate website and products and services offered from the Affiliate website, or any claim related to the Affiliate website, including, without limitation, content therein not attributable to us. These obligations will survive any termination of your relationship with Proto or your enrollment in the Program.

Limitation of Liability

Proto will not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or for any loss of revenue, profits, accounts, disclosure information, or data, arising in connection with this Agreement or the Program, under any circumstances, even if Proto has been advised of the possibility of such damages as a result of Proto's actions. Proto's aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to the Affiliate under this Agreement.

Representations and Warranties:

The Affiliate represents and warrants that:

1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party.
3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

Entire Agreement

This Agreement constitutes the entire Agreement between the Affiliate and Proto and supersedes all other agreements and communications between the two parties. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

Proto reserves the right to amend this agreement as needed from time to time, and Affiliate agrees that any and all such amendments will apply to Affiliate. The continuation of Affiliate status, promotion of Proto's products, or acceptance of referral payments of any kind shall constitute Affiliate's acceptance of any and all amendments to this Agreement.