Affiliate Agreement

This Affiliate Agreement (the “Agreement”) is entered into as of today (the “Effective Date”) by and between BatchService (“Batch”) and you (“Affiliate Partner”). By checking the acknowledgment box in our affiliate tracking system during login, you confirm that you have read, understood, and agree to be bound by the terms and conditions outlined in this Agreement. This Agreement governs your participation in the affiliate program for BatchService, which includes BatchLeads, BatchDialer, BatchSkipTracing, and BatchData (collectively, “Batch”).

1. Definitions

The following definitions apply to this Agreement:

“Customer” means each person or entity referred to Batch by Affiliate Partner as a potential customer of Batch under a Services Agreement.
“Qualified Referral” means each Customer referred to Batch by Affiliate Partner that meets the following conditions:
(a) The referral is closed by a live sales agent;
(b) Batch had no preexisting relationship with the Customer as a strategic partner, prospect, or existing Customer; and
(c) The Customer enters into a fully executed Services Agreement with Batch within two (2) days of the referral submission.
“Qualified Sale” means each sale that the Affiliate Partner makes directly through their affiliate page, affiliate link, or promo code.
“Referral Fee” means the amount to be paid to the Affiliate Partner by Batch for a Qualified Referral or Qualified Sale, as outlined in Section 3.
“Services Agreement” means a written agreement under which Batch provides software services to a Customer.

2. Responsibilities and Rights of Parties

Affiliate Partner will identify potential Customers interested in entering into Service Agreements with Batch.
Batch reserves the right to accept or reject any referral at its sole discretion.
This Agreement is non-exclusive, and both parties may enter into similar agreements with others.

3. Payment

Qualified Sales: For Qualified Sales made directly by Affiliate Partner without Batch sales rep involvement, Batch shall pay Affiliate Partner a commission as outlined on the affiliate tracking page.
Qualified Referrals: Referral Fees for Qualified Referrals will remain at the rate specified when the affiliate relationship began.
Referral Fees are payable monthly, within thirty (30) days of the end of each calendar month.
Adjustment of Referral Rates: Batch reserves the right to modify future referral rates at its discretion, provided that such changes are communicated in writing or via email at least ten (10) days in advance.
Transparency: Affiliate Partner will have access to an itemized breakdown of Referral Fees earned, including deductions for chargebacks or cancellations.
Minimum Payout Threshold: Affiliates must accumulate a minimum of $50 in earned commissions before receiving a payout. If the threshold is not met, earnings will roll over to the next payout period.
Payment Schedule Affiliate payments will be made on the 15th of each month for commissions earned in the previous month, provided that the minimum payout threshold has been met.
Payment Method Commissions will be paid via PayPal. Affiliates are responsible for ensuring that their payment details are accurate and up to date.

4. Exclusivity and Competitive Promotion

The Affiliate agrees not to promote, advertise, or endorse any brands, products, or services that compete with BatchService. BatchService retains sole discretion in determining whether a brand, product, or service is considered a competitor. If BatchService determines that the Affiliate is promoting a competitor, BatchService reserves the right to withhold any outstanding payments and cancel all future payments to the Affiliate.

5. Referral Commission Limitation

Affiliate commissions will only be paid for referrals during the first twelve (12) months following the referred customer’s initial sign-up for a BatchService product. Any recurring revenue or renewals beyond the initial twelve-month period will not be eligible for affiliate commissions.

6. Confidentiality

Affiliate Partner agrees to keep confidential all proprietary and non-public information provided by Batch, including but not limited to customer lists, business strategies, marketing plans, and financial data (“Confidential Information”). Affiliate Partner shall not disclose or use Confidential Information for any purpose other than as necessary to perform obligations under this Agreement. This obligation survives termination of the Agreement.

7. No Conflicts or Solicitation

Affiliate Partner agrees not to:
(a) Induce any employee of Batch to leave Batch;
(b) Solicit business from Batch clients or customers in competition with Batch; or
(c) Encourage any supplier or contractor to end or alter their relationship with Batch.

If any provision is deemed too broad, it will be adjusted to the maximum enforceable extent.

8. Covenant Not to Compete

Affiliate Partner agrees not to engage in any business that competes with Batch during the term of this Agreement and for one (1) year after its termination.

Restricted Business: Any business in direct competition with Batch’s offerings.
Restricted Territory: The United States.

9. Term and Termination

The Agreement is effective as of the Effective Date and will remain in effect for one (1) year, automatically renewing for successive one-year terms unless terminated with ten (10) days’ written notice.
Either party may terminate this Agreement with ten (10) days’ written notice for any reason.
Post-Termination Payments: Referral Fees will continue for:
- Qualified Sales or Referrals closed prior to the termination date.
- Ongoing subscription revenue generated from previously closed Qualified Sales for a period of three (3) months after termination.
Batch reserves the right to terminate the agreement immediately in cases of fraud or misconduct.

10. Promotional Material Terms

Affiliate Partner grants Batch a perpetual, royalty-free license to use any promotional material created by the Affiliate Partner related to Batch’s services.
Batch reserves the right to edit, adapt, and distribute such materials for marketing purposes.

11. Limitation of Liability

Neither party shall be liable for:
(a) Indirect, incidental, or consequential damages; or
(b) Damages exceeding the Referral Fees owed to Affiliate Partner.

12. Indemnification

Affiliate Partner agrees to indemnify, defend, and hold harmless Batch, its affiliates, and their respective officers, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) Affiliate Partner’s breach of this Agreement;
(b) Affiliate Partner’s negligent or willful misconduct; or
(c) Affiliate Partner’s violation of any applicable laws or regulations.

13. Data Protection and Compliance

Affiliate Partner agrees to comply with all applicable data privacy laws, including but not limited to the General Data Protection Regulation (GDPR) and the California Consumer Privacy Act (CCPA), in connection with their activities under this Agreement. Affiliate Partner shall not collect, store, or process customer data without Batch’s prior written consent.

14. Dispute Resolution

Negotiation and Mediation: In the event of a dispute, the parties agree to first attempt to resolve the issue through good-faith negotiation. If unresolved, the dispute shall proceed to mediation.
Arbitration: Any disputes not resolved through mediation shall be submitted to binding arbitration in Arizona, in accordance with the rules of the American Arbitration Association.

15. Fraud Prevention & Compliance

Prohibited Activities Affiliates are strictly prohibited from engaging in any fraudulent activity, including but not limited to:
- Self-referrals (signing up for a BatchService product using their own referral link).
- Fake sign-ups or artificially inflating conversions.
- Misleading advertising or deceptive marketing tactics.
- Using unauthorized traffic sources, including spam emails, bots, or incentivized traffic.
BatchService reserves the right to withhold commissions and terminate the affiliate account if fraudulent activity is suspected.
Right to Review & Audit BatchService reserves the right to audit affiliate activities at any time to ensure compliance with this agreement. If an affiliate refuses to provide necessary information or fails the audit, BatchService may suspend or terminate the affiliate’s account and withhold payments.
Chargeback & Refund Policy
If a referred customer requests a refund, disputes a charge, or issues a chargeback, the affiliate will not receive a commission for that transaction. If a commission has already been paid, BatchService reserves the right to deduct the amount from future earnings.

16. Termination & Breach Consequences

Immediate Termination Clause: BatchService reserves the right to terminate an affiliate’s participation at any time, without prior notice, if the affiliate is found to be in violation of any terms in this agreement.
Non-Disparagement Clause: Affiliates shall not make negative or defamatory statements about BatchService, its employees, or its services. If an affiliate is found to be publicly criticizing or damaging the reputation of BatchService, their account will be terminated immediately, and outstanding payments will be forfeited.
Survival of Terms: Even after termination, the following clauses shall remain in effect:

- Confidentiality
- Liability Limitations
- Indemnification
- Governing Law & Dispute Resolution

17. Liability Limitations & Indemnification

No Guarantees on Earnings: BatchService does not guarantee any level of earnings for affiliates. Commissions are based solely on valid referrals and sales.
Indemnification Clause: The affiliate agrees to indemnify and hold BatchService harmless from any claims, damages, or legal actions resulting from their promotional activities.
Liability Cap: BatchService’s liability for any claim shall be limited to the total amount paid to the affiliate within the last twelve (12) months.

18. Governing Law & Dispute Resolution

Choice of Law: This agreement shall be governed by and construed under the laws of the State of Arizona, United States, without regard to conflict of law principles.
Dispute Resolution: Any disputes arising from this agreement shall first be resolved through good faith negotiations. If a resolution cannot be reached, the parties agree to submit the dispute to binding arbitration in Arizona.
Class Action Waiver: Affiliates agree that they may only bring claims against BatchService on an individual basis and not as part of any class action, collective action, or representative proceeding.

19. Additional Clauses for Your Requested Changes

Exclusivity and Competitive Promotion: The Affiliate agrees not to promote, advertise, or endorse any brands, products, or services that compete with BatchService. BatchService retains sole discretion in determining whether a brand, product, or service is considered a competitor. If BatchService determines that an Affiliate is promoting a competitor, BatchService reserves the right to withhold any outstanding payments and cancel all future payments to the Affiliate.
Referral Commission Limitation: Affiliate commissions will only be paid for the first twelve (12) months following the referred customer’s initial sign-up for a BatchService product. Any recurring revenue or renewals beyond the initial twelve-month period will not be eligible for affiliate commissions.

20. Relationship of Parties

The parties agree that this Agreement establishes an independent contractor relationship.

21. Survival

The obligations under Sections [Confidentiality, Limitation of Liability, Indemnification, Covenant Not to Compete, Data Protection and Compliance, and Governing Law] shall survive termination or expiration of this Agreement.

22. Assignment

Affiliate Partner may not assign or transfer this Agreement without Batch’s prior written consent.

23. Entire Agreement and Amendments

This Agreement constitutes the entire agreement and supersedes prior agreements. Amendments must be in writing and communicated electronically or via email to the Affiliate Partner.

24. Acknowledgment and Acceptance

This Agreement does not require a physical signature. By checking the acknowledgment box upon login to the affiliate portal, you confirm your acceptance of these terms.