‍Terms & Conditions - Famly Affiliate Program [US]

Welcome to the Famly Affiliate Program. These Famly Affiliate Terms & Conditions (US) (“T&Cs”) govern the relationship between Famly ApS, Købmagergade 19 2 tv. 1150 Copenhagen, Denmark (“Famly”) and you, the affiliate (“you” or “Affiliate”). By joining our Affiliate Program, you agree to comply with and be bound by these T&Cs. 

Each party is referred to as a “Party” and collectively as the “Parties”. 

1. Background

1.1. The Famly Platform is an early childhood software that significantly reduces workloads, and improves daily routines in child care centers. With Famly, centers can send instant messages, pictures and updates to parents, manage staff, create and send invoices, compile and update learning journals, manage finances and admin, and more. 

1.2. Famly has created an Affiliate Program to further promote the Famly Platform. The Affiliate has a desire to participate in the Affiliate Program.  

2. The Affiliate Program (the “Program”)

2.1. By participating in the Program, the Affiliate commits to promote Famly and the Famly Platform to its audience via communication channels of its own choice (such as email newsletters to its audience, during seminars or training sessions, and by word of mouth), unless explicitly prohibited under these T&Cs. 

2.2. As part of the Program, the Affiliate will be provided with a unique referral page with information about Famly (the “Affiliate Page”).

2.3. Each Party will bear its own costs and expenses related to marketing or promotion of the Program.

3. Affiliate Responsibilities

3.1. The Affiliate is responsible for promoting Famly in accordance with the guidelines set out in the Affiliate Promotion Pack provided to the Affiliate. The Affiliate Promotion Pack includes, among other, Famly branded visuals, the Famly logo, description of Famly, and video materials. 

3.2. Promotion of Famly which is not in accordance with the Affiliate Promotion Pack will be considered a breach of these T&Cs. 

4. Commission and Payment

4.1. In consideration for participating in the Program, the Affiliate receives a commission of USD 200 for each new customer signing up for an annual subscription with Famly through the Affiliate Page, provided that the new customer meets the New Customer Requirements as specified in clause 5. 

4.2. Famly will maintain a record of new customers who meet the New Customer Requirements  and will share with the Affiliate upon request.

4.3. On the basis of such records, Famly will pay the commission once per quarter to the Affiliate bank account.

5. New Customer Requirements

5.1. The Affiliate audience must meet certain requirements in order for the Affiliate to be entitled to the commission set out in clause 4.1. The audience (new customer of Famly) must meet the following requirements: 

a) It is a decision maker in a child care center based in the United States;

b) It is not already a customer of Famly or has not had a contract with Famly within the last 12 months prior to signing up for an annual Famly subscription via the Affiliate Page;

c) It has not been in an active dialogue with the Famly sales team, received a demo, been on a trial or used the free Famly package in the 30 days prior to signing up for a demo via the Affiliate Page;

d) It signs up for a demo via the Affiliate Page, and signs up to an annual subscription to one of the Famly subscriptions set out on the Affiliate Page within 30 days of receiving a demo of the Famly Platform.

e) It may not cancel their annual Famly subscription before paying the first subscription fee. 

5.2. For the avoidance of doubt, if an Affiliate audience signs up for an annual subscription to Famly without signing up for a demo via the Affiliate Page, the Affiliate will not receive a commission. It is a requirement that the Affiliate audience signs up for a demo via the Affiliate Page.  

5.3. Should a new customer cancel their annual Famly subscription before the billing start date, the pending commission earned by the Affiliate will be void.  

6. Taxes

6.1. The Affiliate is solely responsible for any taxes associated with the commission (if any).

7. Trademarks

7.1. Each Party hereby grants the other Party a royalty-free, non-transferrable, non-exclusive right to use and display the other Party’s name and logo during the term in connection with the Program in order to fulfil its obligations under the T&Cs

8. Confidentiality

8.1. The Affiliate promises and agrees to hold any confidential information in strict confidence and trust for the sole benefit of Famly, both during the term of these T&Cs and at all times thereafter, and shall not use such confidential information for any purpose, whether or not for consideration, other than as may be reasonably necessary for the performance of its duties under these T&Cs, unless Famly has provided a prior consent. 

8.2. Confidential information does not include information that i) is or becomes generally available to the public through lawful means; ii) was in the possession or known by the Affiliate prior to receipt from Famly; iii) was rightfully disclosed to the Affiliate without restriction by a third party; or iv) is required to be disclosed by law.

9. Term and Termination

9.1. The term of the agreement entered into by the Parties is 12 months and it will automatically renew for subsequent 12 month terms unless terminated by either Party in accordance with these T&Cs. 

9.2. The Affiliate may terminate this agreement at any time without a cause and with immediate effect by informing Famly via email. 

9.3. Famly may terminate this agreement at any time without a cause by giving the Affiliate 30 days prior notice via email. 

9.4. Famly may terminate this agreement with immediate effect by giving the Affiliate a notice via email if the Affiliate has breached its obligations under this agreement, breached any applicable law or regulations or if Famly, at its sole discretion, considers that the Affiliate has acted in any manner causing harm to the Famly brand, reputation and/or image. 

9.5. Upon termination of the agreement under clause 9.2 and 9.3, commission earned will be paid out following the termination date. 

9.6. Upon termination of the agreement under clause 9.4, commission earned before the breach took place shall be paid out but commission earned after the breach took place shall be deemed to be forfeited.  

10. Modification

10.1. Famly may modify these T&Cs and the Program, at any time at its sole discretion. In such an event, Famly will notify the Affiliate by email with 30 days prior notice. 

10.2. If the modification is unacceptable to the Affiliate, the Affiliate may terminate the agreement in accordance with clause 9.2.

11. Indemnification

11.1. The Affiliate hereby agrees to indemnify and hold harmless Famly, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owner, against any claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs and expenses (including reasonable attorney fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses arise out of the Affiliate breach of these T&Cs. 

12. Miscellaneous

12.1. Each party warrants that it will comply with all applicable laws, rules and regulations in connection with its performance under these T&Cs.

12.2. Famly may at any time assign and/or transfer the agreement and T&Cs. The Affiliate may not assign and/or transfer the agreement and T&Cs without prior written consent from Famly. 

12.3. The Parties are independent contractors and the agreement does not constitute an employment relationship. The agreement does not grant a power or authority of one Party to act on behalf of the other Party or otherwise bind the other Party.

12.4. This agreement constitutes the entire agreement between the parties and supersedes any previous agreement relating to the Program. 

12.5. The T&Cs are governed by the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction). Any dispute between the parties arising under or in connection with the T&Cs that cannot be solved amicably shall be exclusively submitted in the federal courts of the United States or the courts of the State of New York in each case located in the County of New York (although Famly retains the right to bring any suit, action or proceeding against the Affiliate for breach of this Agreement in any other relevant country).

12.6. At Famly’s sole discretion, it may require the Affiliate to submit any disputes arising from this agreement including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying the laws of the State of New York.

12.7. Any cause of action or claim the Affiliate may have arising out of or relating to this agreement must be commenced within one year after the cause of action accrues, otherwise, such cause of action or claim is permanently barred.

13. Contact

13.1. If you have any questions, comments and requests regarding the Affiliate Program feel free to address it to contact@famly.co.