PartnerStack Terms of Service

This Affiliate Program Agreement (the “Agreement”) is a binding agreement between Fastmail Pty Ltd (“Fastmail”, the “Company”) and you, the business entering into this Agreement, (“Affiliate”), (collectively “the Parties”). This Agreement governs your participation in the Fastmail Affiliate Program as further described herein (the “Program”). YOU MAY NOT PARTICIPATE IN THE PROGRAM IF YOU DO NOT ACCEPT THIS AGREEMENT. To enroll in the Program the Affiliate must accept the Program terms available on the PartnerStack platform.

1. Purpose. Fastmail is in the business of offering email and related hosting services. Affiliate is in a position to refer prospective customers to Fastmail. This Agreement provides the terms and conditions under which Affiliate will do so as part of the Program.

2. Referral Arrangement. By accepting this Agreement and participating in the Program, Affiliate may, from time to time, refer new prospective customers (the “New Customers”) to Fastmail on a non-exclusive basis. Fastmail will pay Affiliate a Referral Fee for each Successful Referral. A “Successful Referral” occurs where: (a) a New Customer signs up for the Fastmail services directly using Affiliate’s dedicated “Affiliate Link” provided by Fastmail and (b) the New Customer converts to a paid Fastmail account directly following the New Customer’s access to the Fastmail services following the use of the dedicated Affiliate Link to Fastmail. Further, a referral will only be a “Successful Referral” if the New Customer is not a customer that (i) the Fastmail has already contracted with or contacted about its services or (ii) has already been referred to Fastmail by a third party.

3. Referral Fee. For each Successful Referral, Fastmail shall pay Affiliate a payout based on the subscription of each New Customer referred by the Affiliate. This Payout will continue for a period not exceeding 24 months after the Successful Referral. Payout terms may change from time to time, and you can find the amounts and payment schedules in the PartnerStack platform.

4. Payments. Payments under the Program are handled by PartnerStack (the “Payment Provider”). In order to receive payments under this Agreement, Affiliate must create and maintain an account with Payment Provider in the Payment Provider’s online or app-based dashboard (“Payment Provider Platform”), which is provided pursuant to terms directly between the Payment Provider and Affiliate. Affiliate must keep all information updated and complete within the Payment Provider Platform to receive proper payments. Payments to the Affiliate which fail due to incorrect payment email addresses or other incorrect information that was provided by the Affiliate will not be re-processed. The Payment Provider Platform will reflect payment history to Affiliate, and the parties agree that: (a) the data shown in the Payment Provider Platform will govern payments to be made, subject to Fastmail’s right to correct errors based on its own records and (b) records and payments will be deemed complete, incontestable, and final twelve (12) months after the applicable Successful Referral occurs.

5. Relationship of the Parties. Affiliate is an independent contractor of Fastmail and nothing in this Agreement shall be construed to create any association, partnership, joint venture, employee, or agency relationship between the Fastmail and Affiliate for any purpose. Affiliate has no authority (and shall not hold itself out as having authority) to bind Fastmail, and Affiliate shall not make any agreements or representations on Fastmail’s behalf. Each Party is solely responsible for paying all of its costs and expenses related to this Agreement.

6. Term. This Agreement shall commence upon the date that Affiliate joins the Program and will continue until otherwise terminated by one of the Parties pursuant to paragraph 8 of the Agreement.

7. Confidentiality. During the course of this Agreement, it may be necessary for either Party to share proprietary and/or confidential information with the other Party, including, but not limited to trade secrets and non-public industry knowledge (the “Confidential Information”). Neither Party will share any Confidential Information with any third party at any time. Affiliate will also not use any Confidential Information of the Company for their or a third party’s personal benefit at any time. This section remains in full force and effect even after termination of the Agreement.

8. Termination. This Agreement may be terminated at any time by: (a) either Party upon 30 days written notice to the other Party or (b) by Fastmail immediately upon notice if Affiliate breaches any provision of this Agreement. If Fastmail terminates the Agreement, payment obligations of the Agreement for Successful Referrals shall survive for a period of one (1) month after termination of the Agreement provided that Affiliate is only entitled to Referral Fees for New Customers which it has referred to Fastmail through a Successful Referral sent prior to the effective date of termination of the Agreement.

9. Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement and that each Party shall comply with all applicable laws, rules, and regulations and will not violate or infringe upon any third-party rights in its performance of its rights and obligations under this Agreement. Affiliate further represents and warrants that: a) it will comply with all laws, rules, and regulations; b) comply with all applicable anti-bribery and anti-corruption laws, statutes and regulations, including, but not limited to, the Criminal Code Act 1995 (Cth), the UK Bribery Act 2010 and the Foreign Corrupt Practices Act of the United States 1977, and any Company anti-bribery policy which may be made available to Affiliate by Company (as introduced or updated from time to time); c) it will conduct itself in an ethical manner and refer only bona fide New Customers to Fastmail. You cannot “self-refer”, which means that the affiliate fees will only result in transactions done by other people using your link; d) it will not infringe or otherwise violate any third-party right; e) its website will not be identical, copied in any way, nor will it mirror the look and feel of Fastmail’s site. Affiliate cannot in any way create an impression that its site is Fastmail’s website or even mirror a part of Fastmail’s website in any manner; f) it will not engage in any behavior that is fraudulent, abusive, misleading or harmful to Fastmail’s site or Program at Fastmail’s discretion; g) it may not engage in cookie stuffing or include pop-ups or inaccurate or misleading links on your website. In addition, Affiliate will not attempt to mask the referenced URL information (i.e., the page from which the click originated); h) it will not use redirects to bounce a click from a domain that did not originate the click to make it appear as the click came from that domain. If Affiliate is found redirecting links to hide or manipulate the original source, Affiliate referral fees not yet paid by Fastmail will be void and Affiliate’s account will get terminated. This doesn’t include using “out” redirects from the same domain where the affiliate link is placed; i) it will not send unsolicited bulk-email (spam). Affiliate shall not create advertising sites that contain adult content, pornography, weapons, graphic violence (including any violent video game images), alcohol, drugs, tragedy, transportation accidents, sensitive social issues or gambling, or content that is abusive, profane, hateful, threatening, harmful, harassing, or discriminatory (whether by race, ethnicity, religion, religion, sex, sexual orientation, physical disability, or otherwise); j) it must only use branded ad copy, content, and media provided by Fastmail. Any ad copy, content, or media not provided by Fastmail must be approved by Fastmail prior to use.

10. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL FASTMAIL BE LIABLE TO AFFILIATE OR ANY THIRD PARTY UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE), WHETHER FORESEEABLE OR UNFORESEEABLE, REGARDLESS OF THE BASIS OF THE CLAIM AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. FASTMAIL WILL HAVE NO LIABILITY FOR THE ACTS OR OMISSIONS OF THE PAYMENT PROVIDER OR THE PAYMENT PROVIDER PLATFORM.

11. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND ONLY TO THE EXTENT PERMITTED AT LAW, FASTMAIL DOES NOT MAKE ANY OTHER REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE PROGRAM PROVIDED OR OFFERED HEREUNDER. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE PROGRAM IS PROVIDED STRICTLY ON AN “AS IS” BASIS AND ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR ANY WARRANTIES ARISING FROM USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN PARTICULAR, FASTMAIL DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING COMPENSATION OR ANY OTHER BENEFITS THAT AFFILIATE WILL RECEIVE. ALL OF FASTMAIL’S OBLIGATIONS ARE AS, AND ONLY AS, EXPRESSLY STATED IN THIS AGREEMENT. NOTHING IN THIS AGREEMENT LIMITS OR EXCLUDES AFFILIATE’S RIGHT OR REMEDIES AVAILABLE UNDER THE AUSTRALIAN CONSUMER LAW, OR ANY EQUIVALENT APPLICABLE CONSUMER PROTECTION LEGISLATION. AFFILIATE HAS NO RESPONSIBILITY TO FASTMAIL IF REFERRALS DO NOT LEAD TO SUCCESSFUL REFERRALS.

12. No License Grant. Nothing in this Agreement shall be construed as granting Affiliate, by implication, estoppel or otherwise, any license or other right under any intellectual property rights of Fastmail. EXCEPT AS EXPRESSLY PERMITTED HEREUNDER, YOU SHALL NOT AND ARE NOT PERMITTED TO (i) USE THE Fastmail TRADEMARK, NAME, LOGO OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “Fastmail IP”) (OR ANY MISSPELLINGS OR VARIATIONS THEREOF OR OTHER TERM OR TERMS SIMILAR TO ANY OF THE FOREGOING) WITHOUT FASTMAIL’s EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE FASTMAIL IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), SEARCH TERMS, KEYWORDS, CODE, OR ADVERTISING; (iii) ACT IN ANY WAY THAT CAUSES OR COULD CAUSE, CREATES OR COULD CREATE AN “INITIAL INTEREST CONFUSION” OVER THE USE OF FASTMAIL IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF FASTMAIL IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF FASTMAIL’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO THE CLAIMS FOR DAMAGES (INCLUDING POTENTIAL DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY FASTMAIL’S LEGAL COSTS AND FEES IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH FASTMAIL SEEKS TO IMPLEMENT ITS RIGHTS UNDER THIS AGREEMENT OR IN REGARD TO ANY OF FASTMAIL’S INTELLECTUAL PROPERTY RIGHTS.

13. Pay-per-click (“PPC”) restrictions. Unless the Fastmail first gives you written permission, you agree to abide by the following restrictions: a) You may not bid on any of our restricted terms (defined below) for search or content-based campaigns on Google, Bing, Yahoo, Capterra, Facebook or any other such networks. b) “Restricted Terms” is any of the following terms: “Fastmail” and any combination of terms including “Fastmail”, e.g., Fastmail Pty Ltd, Fastmail.com, Fastmail coupon, Fastmail discount code. You may not use our restricted terms, including any changes or misspellings, in sequence with any other keywords. c) You may not use our restricted terms as your title, ad copy, display name or display URL. You may not use any of our trademark terms as part of a domain or subdomain for your website. d) You cannot direct links from any PPC advertisement to the site or use redirects that get the same result. New Customers should be directed to a genuine page on your website. e) If you will automate your PPC campaigns, it is solely your responsibility to exclude the terms of our trademark from your marketing and related activities and we strongly suggest that you add our trademark terms as negative keywords.

14. Social Media Restrictions. When advertising or promoting the Program on Facebook, Twitter, Instagram, YouTube, and other social media platforms, you indicate and warrant that you will comply with the following requirements: a) You can only promote Programs and links on your social media page. b) You are prohibited from posting your links on our Facebook, Twitter, Instagram, YouTube, LinkedIn, or our other social media, or any other Fastmail’s social media account or page in an effort to convert those links into affiliate sales. c) You are prohibited from creating a social media account that includes our trademark in the page name and/or username.

15. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

16. Waiver. The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.

17. Governing Law and Jurisdiction. This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with, the laws of the State of Victoria, Australia. Each Party irrevocably agrees that the courts of the State of Victoria, Australia shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

18. Dispute Resolution. If a dispute arises in relation to this agreement, the parties must attempt to settle the dispute, acting reasonably and in good faith, in accordance with this clause before commencing court proceedings in relation to this agreement. A party may commence proceedings to seek urgent, interim or interlocutory relief. A party claiming that a dispute has arisen in relation to this Agreement must provide the other party with written notice of the dispute, including nature of the claim, facts on which it is based, and detailed particulars quantifying the claim. The parties must seek to resolve the dispute within 21 days of the other party receiving the claim. If the parties are unable to resolve a dispute within 21 days, either party may refer the dispute to mediation by a mediator agreed by the parties in writing. Each party must meet its own costs of and in connection with any mediation, except the cost of mediation, including disbursements, which the parties will equally share. If the dispute is not settled within 28 days (or a longer period as agreed between the parties) after appointment of the mediator, or if no mediator is appointed within 28 days of the referral of the dispute to mediation, the parties may pursue any other procedure available at law for the resolution of the dispute. To the extent practicable to do so, you must continue performing your obligations under this agreement while any disputes are underway, other than any obligations which are the subject of the dispute.

19. Limitations. REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE SITE, SERVICES, OR THIS AGREEMENT, EXCEPT CLAIMS OR CAUSES OF ACTION ARISING OUT OF, OR IN CONNECTION WITH, CLAUSE 12 AND 13, MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES OR IT WILL BE FOREVER BARRED.

20. Assignment. Affiliate shall not assign, transfer, or delegate any of its rights or obligations under this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of the Fastmail. Fastmail may freely assign this Agreement.

21. Notice. Notice to Affiliate may be given by a notification within the Payment Provider Portal and/or email to Affiliate to the address provided to Fastmail. Notice will be effective when given. Notice to Fastmail may be given by email to Fastmail at affiliate@tryfastmail.com and will be effective when received.

22. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties, and supersedes all prior agreements related to the Program or any other commission-based program. Fastmail may amend this Agreement from time to time based on changes to the Program, in which case the new Agreement will supersede prior versions. Fastmail will provide Notice to Affiliate of any material changes affecting its rights. If Affiliate does not agree to any material changes proposed by Fastmail, Affiliate may terminate this Agreement immediately by providing Fastmail notice in writing. The Parties may also document modifications to this Agreement by way of an amendment signed (in ink or electronically) by the Parties.