The Affiliate Program Terms outline how you can promote elevate.io, earn commission, and meet usage and conduct requirements.
elevate.io, powered by Blackbird technology, is a web-based video editing and content creation platform that allows effortless collaboration
These Terms and Conditions are a legal agreement between you and Blackbird plc (elevate.io, we, or us) for your application for, and participation in, our elevate.io affiliate program. If we admit you into the affiliate program, we will authorise you to market and promote elevate.io via a unique affiliate link in exchange for a commission, subject to these Terms and Conditions.
We refer to you in these Terms and Conditions as you or affiliate.
If we use a word in bold without defining it first, you can find the definitions at the end of these Terms and Conditions (see the section titled “Definitions”). The numbering in these Terms and Conditions is provided for convenience only. The entire document makes up the Terms and Conditions, whether or not it forms part of a numbered section.
By clicking “Continue” (or similar wording) on the affiliate sign up page, you agree on behalf of the affiliate that you have read, understand and agree to these Terms and Conditions, our Acceptable Use Policy and our Privacy Policy. If you do not agree to any of these, you must not continue to register for the affiliate program.
Agreed terms
1
Introduction
1.1
We and you both agree to your:
(a)
application for participation in the elevate.io affiliate program; and
(b)
if we decide to admit you, your participation in the elevate.io affiliate program;
1.2
To avoid repetition, each reference in these Terms and Conditions to your participation in the affiliate program should be interpreted as being subject to our decision to admit you, and our right to revoke your participation in accordance with these Terms and Conditions.
1.3
elevate.io is a trading name of Blackbird plc. We are a public limited company registered in England and Wales under company number 3507286 and we have our registered office and main trading office at: Blackbird plc, LABS House, 15-19 Bloomsbury Way, London, WC1A 2TH, United Kingdom.
2
elevate.io’s obligations
2.1
Affiliate link and linked subscriptions. we shall:
(a)
arrange for you to be issued with an affiliate link ;
(b)
enable potential elevate.io subscribers arriving at the elevate.io website via the affiliate link to purchase linked subscriptions; and
(c)
arrange for systems and/or processes to record any linked subscriptions;
via our affiliate management platform.
2.2
Reporting. The affiliate management platform will provide up to date information regarding the monthly performance, including :
(a)
the number of occasions that potential elevate.io subscribers have arrived at the elevate.io website using the affiliate link;
(b)
the number of any new linked subscriptions which were purchased during that month;
(c)
the total number of linked subscriptions during that month; and
(d)
the commission payable to you in respect of that month.
2.3
Our rights. We may, from time to time, without notice to you:
(a)
amend the pricing, features, availability or any other legal, functional or operational aspect of the elevate.io website and elevate.io services;
(b)
issue guidelines or restrictions on the use of the elevate.io assets; and/or
(c)
enter into similar or different agreements with third parties.
2.4
Application. The obligations in clauses 2.1 and 2.2 shall only apply if we admit you into the affiliate program. We will give you written notice if your application to join the affiliate program has been successful, with further instructions regarding your affiliate link.
3
Affiliate's obligations
(a)
if we admit you into the affiliate program, you shall use reasonable commercial efforts to market and promote the elevate.io services using the affiliate link and the elevate.io assets to generate the maximum number of linked subscriptions;
(b)
you shall only link to the elevate.io website using the affiliate link provided by elevate.io; and
(c)
you shall only use the elevate.io assets:
(i)
for the purposes authorised by these Terms and Conditions;
(ii)
in the form in which they have been provided and shall not make any edits to the elevate.io assets without our written approval;
(iii)
in accordance with any guidelines provided by us; and
(iv)
otherwise in such a way as to promote the goodwill and reputation of elevate.io and the elevate.io services.
3.2
Co-operation. You must:
(a)
co-operate with us and our affiliate management platform in your application for, and participation in, the affiliate program.
(b)
provide us and our affiliate management platform with such information and materials we may reasonably require in order to operate the affiliate program, and ensure that such information is complete and accurate in all material respects.
3.3
Third-party Permissions. You are responsible for obtaining and maintaining all necessary licences, permissions and consents which may be required for your participation in the affiliate program and any of the actions you undertake in relation to the affiliate program.
3.4
No authority to bind elevate.io. You agree that:
(a)
the affiliate has no authority to legally bind elevate.io in relation to potential elevate.io subscribers, other users or anyone else and that the affiliate has not been appointed as and is not the agent of elevate.io for any purpose; and
(b)
the affiliate shall not make to anyone any representation or commitment about elevate.io, the elevate.io website or the elevate.io services which is not expressly authorised by elevate.io; and
(c)
elevate.io and the affiliate are independent entities and nothing in these Terms and Conditions is intended to or shall create between the parties any form of partnership, joint venture, agency relationship, franchise, sales representative or employment relationship.
3.5
Warranties. The affiliate warrants and represents that:
(a)
the affiliate contact has the authority to contractually bind the affiliate on all matters relating to these Terms and Conditions;
(b)
it has the necessary, powers, rights, authority and capacity to agree to, and to perform the obligations under, these Terms and Conditions and that the performance of its obligations under these Terms and Conditions will not violate the rights of any third party or any law or regulation applicable to it;
(c)
the affiliate shall not engage in any action or omission which has the intention or effect of causing loss, damage or reputational harm to us, any users or potential users of the elevate.io services or other affiliates;
(d)
the affiliate shall only promote the elevate.io services and use the affiliate link in a way which is consistent with the spirit and principles of our Acceptable Use Policy (e.g. by only promoting the elevate.io services for legal uses).
(e)
the affiliate shall comply with:
(i)
all applicable laws and regulations, including laws relating to data protection, information security and online services;
(ii)
all terms of service of the affiliate management platform; and
(iii)
all terms of service for any third-party services where it posts, hosts or otherwise uses the affiliate link or the elevate.io assets;
with respect to the affiliate’s activities under these Terms and Conditions and to its business, and the affiliate is liable to us and indemnifies us for any damage, loss or liability we suffer as a result of the affiliate’s breach of these warranties. This means you will be responsible for any loss or damage we suffer as a result of your breach of these warranties.
4
Charges and payment
4.1
We will pay you commission in respect of net revenue received by elevate.io for each linked subscription as follows:
(a)
100% of the net revenue for the first month of a linked subscription;
(b)
30% of the net revenue for each of months 2-12 of a linked subscription; and
(c)
no commission for any subsequent months of a linked subscription.
4.2
We reserve the right to update:
(a)
how potential elevate.io subscribers can purchase subscriptions to the elevate.io services without notice to you; and/or
(b)
the commission rates set out above immediately on written notice to you.
4.3
We will only pay commission to you:
(a)
on net revenue which is earned and received by us, so if we receive no revenue for a linked subscription, no commission is payable; and
(b)
where an affiliate referral cookie shows that the elevate.io subscriber most recently used your affiliate link within the 90-day period prior to purchasing a linked subscription. If the elevate.io subscriber used your link, but took any or all of the following actions, we will not pay commission to you:
(i)
the elevate.io subscriber used a link for a different affiliate in between using your affiliate link and purchasing a linked subscription;
(ii)
the elevate.io subscriber used a different device or web-browser to purchase the linked subscription which did not contain the affiliate referral cookie identifying you as the source of the most recent affiliate link used; and/or
(iii)
the elevate.io subscriber deleted or edited the affiliate referral cookie or took any other action which interfered with the availability or accuracy of the affiliate referral cookie.
4.4
You acknowledge and agree that no payments are due to you under these Terms and Conditions otherwise than as expressly set out in these Terms and Conditions.
4.5
We shall pay all commission in US dollars.
4.6
All commission shall be paid by our affiliate management platform on our behalf. Where these Terms and Conditions refer to payments being made by us, this includes via our affiliate management platform. You agree that if you receive a payment from our affiliate management platform in relation to linked subscriptions, that payment discharges the relevant amount of commission we owe you.
4.7
All sums payable under these Terms and Conditions are exclusive of VAT and if VAT is chargeable it shall be paid in addition. For the duration of these Terms and Conditions, if required by our affiliate management platform, you agree that we/they can produce invoices for commission under a self-billing arrangement. You agree to provide your VAT details, if relevant, and keep us updated with respect to your VAT status and details. You shall complete all relevant forms requiring completion by any taxation or other government authority in relation to your activities under these Terms and Conditions.
4.8
We shall pay you the amount of commission set out in the report referred to in clause 2.2 within 15 days after the end of a month.
5
Proprietary rights
5.1
We, or our licensors, are the owners or the intellectual property rights in the affiliate link, the elevate.io website, the elevate.io services and the elevate.io assets.
5.2
Except as expressly stated herein, these Terms and Conditions do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered) or any other rights or licences belonging to elevate.io. All such rights are reserved to elevate.io.
5.3
From the date of your acceptance into the affiliate program, we grant you a non-exclusive, revocable licence to use the affiliate link, the elevate.io assets and any other software or materials we make available to you in connection with the affiliate program for the limited purposes set out in these Terms and Conditions, provided you do so in a way that:
(a)
is fair and legal and does not damage our reputation or take advantage of it; and
(b)
otherwise complies with these Terms and Conditions and the elevate.io Acceptable Use Policy.
5.4
We reserve the right to withdraw any licence under these Terms and Conditions without notice.
5.5
You may not sub-license, assign or otherwise transfer the rights granted in this clause 5.
5.6
You agree that we will own all intellectual property rights in any improvements (as defined towards the end of these Terms and Conditions), and that we may incorporate such improvements into elevate.io’s products and services and make them available to others.
5.7
To the extent that they do not automatically vest in us, you hereby assign to us (by way of present assignment of future rights where appropriate) absolutely with full title guarantee all your right, title and interest in and to the intellectual property rights in the improvements.
5.8
You must comply with the spirit of our content standards in relation to the affiliate program, including where you make use of any third-party services. Our content standards are set out in our Acceptable Use Policy. If we reasonably determine that your participation in the affiliate program, your use of the affiliate link or the elevate.io assets, or the association between us and you may harm the reputation of elevate.io, our users or other affiliates, we may take any reasonable action to mitigate such harm. We may also suspend or terminate your participation in the affiliate program immediately by written notice.
6
Confidentiality
6.1
We and you each undertake that we will not at any time during your application for, or participation in, the affiliate program and for a period of five years afterwards disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 6.2.
6.2
We each may disclose the other's confidential information:
(a)
to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 6; and
(b)
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
6.3
We may use your confidential information for the purpose of exercising our rights and performing our obligations under or in connection with these Terms and Conditions
7
Data protection
7.1
We and you each agree to comply with our obligations in relation to the Data Protection Laws.
7.2
Where we collect and process your personal data or the personal data of any individuals acting on your behalf in relation to the affiliate program, we shall do so as set out in our Privacy Policy.
8
Limitation of liability
8.1
This 8 sets out the entire financial liability of elevate.io (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the affiliate:
(a)
arising under or in connection with these Terms and Conditions; and
(b)
in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with these Terms and Conditions.
8.2
Except as expressly and specifically provided in these Terms and Conditions, all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms and Conditions.
8.3
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
8.4
Subject to clause 8.3:
(a)
we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation (whether innocent or negligent), restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss costs, damages, charges or expenses however arising under these Terms and Conditions; and
(b)
our total liability to you arising under or in connection with these Terms and Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the greater of £100 or 100% of the total amount paid under these Terms and Conditions by us to you during the 12 months preceding the date on which the claim arose.
8.5
This clause 8 will survive termination of your use of elevate.io.
9
Duration and termination
9.1
We may terminate this agreement for convenience by providing one month’s written notice.
9.2
We may terminate this agreement immediately by written notice, without liability, at any time if we discontinue or withdraw, in whole or in part, the affiliate program.
10
Termination, consequences of termination and survival
10.1
Termination. Without limiting any of our other rights, we may suspend or terminate your participation in the affiliate program and any licence granted under these Terms and Conditions with immediate effect by giving written notice to you if you commit a material breach of any term of these Terms and Conditions and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so.
10.2
Consequences of termination. If your participation in the affiliate program is suspended, terminated or expires for any reason, then for the period of the suspension, or indefinitely for termination or expiry:
(a)
all rights granted to you under these Terms and Conditions shall cease; and
(a)
you must immediately cease all activities authorised by these Terms and Conditions.
10.3
Survival. Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after such termination, or after you cease participating in the affiliate program, will remain in full force and effect.
11
Definitions
affiliate agreement: the agreement between you and us on the basis of these Terms and Conditions.
affiliate contact: the person named in your registration for the affiliate progam.
affiliate link: the url generated by us and provided to you which allows us to track that a potential elevate.io subscriber arrived at the elevate.io website via that url.
affiliate management platform: the third-party platform operated by Tolt.io which we use to issue affiliate links and track linked subscriptions.
affiliate program: the elevate.io affiliate program described in these Terms and Conditions.
affiliate referral cookie: a cookie stored in the elevate.io subscriber’s web browser which, if it is set, records the identity of the affiliate associated with the most recent affiliate link used by the elevate.io subscriber within the past 90 days.
base monthly subscription price: the monthly price for the subscription product paid by the elevate.io subscriber exclusive of any additional seats, additional storage or any other extras.
commission: the commission payable relation to linked subscriptions from the first month up to and including the twelfth month of the linked subscription.
commission rate: in respect of each linked subscription, the rate set out at clause 4.1.
Data Protection Laws: all legislation and regulatory requirements in force from time to time relating to information security, the use of personal data, including (without limitation) any data protection legislation from time to time in force in the UK including the Data Protection Act 2018 and the UK GDPR.
elevate.io services: the online, collaborative video-editing software and services made available on a subscription basis via the elevate.io website.
elevate.io subscriber: a user who has clicked through to the elevate.io website using the affiliate link and who purchases a linked subscription (compare with potential elevate.io subscriber).
elevate.io website: the website at elevate.io containing further information about the elevate.io services and which invites or directs potential elevate.io subscribers to purchase a subscription to the elevate.io services.
improvement: means any improvement, enhancement or modifications to the elevate.io products or services whether following requests or feedback from you or suggestions made by us.
linked subscription: a new subscription to the elevate.io services purchased by an elevate.io subscriber who has clicked through directly to the elevate.io website using the affiliate link, as can be shown by the affiliate referral cookie.
net revenue: in respect of each linked subscription, the base monthly subscription price for the subscription product purchased by the elevate.io subscriber, exclusive of VAT and any other tax, and after deduction of any rebate, allowance, credit, discount provided by us or by you, refund or other adjustment granted or allowed in relation to that linked subscription and any reseller fees or other charges paid or payable by elevate.io to any third party (other than the affiliate) in relation to that linked subscription.
potential elevate.io subscriber: a user who has clicked through to the elevate.io website using the affiliate link (compare with elevate.io subscriber).
UK GDPR: has the meaning given in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.
VAT: Value added tax or any equivalent tax chargeable in the UK or elsewhere.
12
General
12.1
Assignment and transfer. We may assign or transfer our rights and obligations under these Terms and Conditions to another entity. You may only assign or transfer your rights or your obligations under these Terms and Conditions to another person if we agree in writing.
12.2
Waiver. If we do not insist that you perform any of your obligations under these Terms and Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
12.3
Severance. Each paragraph of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
12.4
Updates to these terms. We reserve the right to amend these Terms and Conditions at any time by publishing a new version of the Terms and Conditions reflecting such changes on the elevate.io website. We will endeavour to provide notice to you of any material changes. Any changes to these Terms and Conditions will come into force immediately after their publication on the elevate.io website.
12.5
Entire agreement. These Terms and Conditions set out the entire agreement between you and us in relation to your participation in the elevate.io affiliate program. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms and Conditions. These Terms and Conditions apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
12.6
Third party rights. This agreement is between you and us. No other person has any rights to enforce any of its terms.
12.7
Events outside our control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions that is caused by any act or event beyond our reasonable control (Event Outside Our Control). If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms and Conditions:
(a)
we will contact you as soon as reasonably possible to notify you; and
(b)
our obligations under these Terms and Conditions will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
12.8
Communications between us. When we refer to "in writing" in these Terms and Conditions, this includes email. All notices and requests in connection with these Terms and Conditions shall be sent or made by e-mail and shall be deemed given on the day they are sent.
12.9
The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
12.10
Governing law and jurisdiction. These Terms and Conditions and your application for and participation in the affiliate program use of elevate.io is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with these Terms and Conditions and elevate.io to the exclusive jurisdiction of the English courts.
