Policies & Agreements

1. Modification

We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include, without limitation, changes in the scope of available referral fees, fee schedules, payment procedures and program rules. Motive will notify you of such modifications through a notification within the PartnerStack platform and/or email referencing the latest version. Your continued participation in the program after such notification will be considered  acceptance of the modifications. You and Motive may also document modifications to this Agreement by way of an amendment signed (in ink or electronically) by each party.

2. Enrollment

To enroll in the affiliate program, you must submit an affiliate application form to Motive and be approved. Applicants will be notified of their acceptance status as soon as possible after their application information is reviewed. Alternatively, Motive, in its sole discretion, may invite you to enroll in the affiliate program by sending you an email invitation through the PartnerStack platform.

3. Links

Subject to the terms of this Agreement, Motive hereby grants Affiliate a non-exclusive license during the term of this Agreement to display a link specifically assigned to Affiliate (whether in the form of text, or a logo or other graphic) provided to Affiliate by Motive (the “Affiliate Link”), which will link to your Affiliate URL (as defined below), in a manner consistent with Motive’s trademark policies promulgated from time to time. If Motive objects to the way Affiliate displays the Affiliate Link or any other content relating to Motive or its software or services, Affiliate will remedy the issue in the manner requested by Motive as soon as reasonably practicable. Failure to do so will constitute a breach of this agreement. All use of Motive’s name or its other trademarks will inure to the sole benefit of Motive. Affiliate agrees to comply with any referral or opportunity registration process that Motive may promulgate from time to time.

4. Affiliate URL

You will be issued a special URL (“Affiliate URL”) once you become an approved member of the Motive Affiliate Program which will be unique to you and you only, and will allow you to receive compensation for affiliate referrals.

5. Affiliate Fees

Subject to your compliance with the terms, conditions, and provisions of this Agreement, you will receive compensation for successful referrals in accordance with the referral program terms that you accept on the PartnerStack platform.

Word of mouth referrals will not result in payment of affiliate  fees, except as otherwise agreed upon by Motive at its sole discretion. Affiliate fees will only be paid on sales made when the customer clicks through qualified, correctly structured Affiliate Links. Properly coded links are the sole responsibility of Affiliate. For clarity, and without limitation, referrals, sales, or purchases in any of the following situations will not qualify for affiliate fees:

• from third parties that were already customers of Motive at the time of referral, sale, or purchase;
• from third parties that receive a discount for their license fees;
• from third parties that were referred to Motive previously by you or any person or entity related to you;
• from referrals of yourself;
• from referrals in violation of this Agreement; or
• if you have a marketing or consulting relationship with Motive for which you receive any compensation.

6. Payment, Taxes, and Offset

Payments in the Motive Affiliate Program are handled by PartnerStack. In order to receive payments under this Agreement, you must create and maintain an account with PartnerStack in the PartnerStack online or app-based dashboard. Your PartnerStack account is provided pursuant to terms and conditions agreed between you and PartnerStack. You must keep all account information updated and complete within the PartnerStack platform to receive proper payments. Payments returned to Motive or otherwise not delivered to you due to incorrect payment email addresses or other incorrect information will not be re-sent or returned to you. Motive will have no liability for, and will not resend, payments returned due to incorrect payment email addresses. The PartnerStack platform will reflect your payment history. You and Motive agree that: (1) the data shown in the PartnerStack platform will govern payments to be made, subject to Motive’s right to correct errors based on its own records and (2) records and payments will be deemed complete, incontestable, and final twelve (12) months after the applicable compliant referral occurs.

Payments for affiliate fees will be made within forty five (45) days after the end of the month in which the corresponding amounts are collected by Motive.

In the event that we reasonably suspect any fraudulent activity related to your participation in the Affiliate Program, we may delay any payment under this Agreement to verify the relevant transactions. In the event that we determine, in our reasonable discretion, that any affiliate fees arise from fraudulent activity, we may recalculate and/or deduct the affiliate fees in our sole discretion. In such a case, we may also immediately block your access to the Motive Affiliate Program, with no compensation to you.

The affiliate fees to which you may be entitled under this Agreement are inclusive of all taxes (including value added tax, service tax, sales tax, where applicable), levies and/or other mandatory deductions (which may be deducted at source by us). You are solely responsible for the payment of all taxes, costs, and expenses applicable to, and/or arising from, the conduct of your business and any of your rights and obligations under this Agreement, including, without limitation, any transfer fees, marketing and promotion fees or any other costs relating to the performance of your obligations hereunder. In the event that we are required to withhold any tax from any payment made to you hereunder, in accordance with applicable law, you hereby authorize us to make such tax withholding, as we deem fit, at our discretion, to comply with applicable law.

If any excess payment has been made to you, we reserve the right to adjust or offset the excess amount against any subsequent affiliate fees payable to you hereunder. In the event that you owe any amount to us, either hereunder or under any other agreement or obligation, we may deduct and offset such amount from any payment to which you are entitled hereunder.

7. Customer Relationship

Customers who purchase products and services through the Motive Affiliate Program are deemed to be customers of Motive. Accordingly, all rules, policies, and operating procedures concerning customer licenses and services will apply to those customers. Customers must enter into a separate contractual relationship with Motive for Motive’s services. We may change our policies, pricing structure and/or operating procedures at any time and at our sole discretion.

8. Qualifying Sites

Motive reserves the right to reject Affiliate’s use of any site in conjunction with the Motive Affiliate Program based on site content. Affiliate will not place any links (or Affiliate Link) on any sites that do not qualify for or are otherwise refused for the Affiliate Program.  Sites that do not qualify for the Affiliate Program include, but are not limited to, sites which:

• Promote sexually explicit materials;
• Promote violence;
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• Promote illegal activities;
• List coupon codes or discounts that were not officially provided to them by Motive; or
• Infringe or otherwise violate any copyright, trademark, or other intellectual property rights of Motive or any third party.

9. Permitted Usage

The following are permitted uses of the Motive brand and marketing resources:

• Affiliate is permitted to use the graphical banners and design resources provided by us in the PartnerStack platform. If a specific size banner ad is not available, Affiliate may contact the Affiliate Program manager at partners@gomotive.com and request a new banner graphic be added to the available resources.

Our name and logo, and all related names, logos, product and service names, designs, slogans, and other intellectual property are the property of Motive or its corporate affiliates or licensors. You must not use such marks or other Motive intellectual property without the prior written permission of Motive. Your use of Motive intellectual property in any manner, other than as expressly permitted under this Agreement will constitute unlawful infringement of Motive intellectual property rights, and may subject you to the claims for damages (including potential damages for knowing or willful infringement, and the obligation to pay Motive’s legal costs and attorneys fees in connection with any action or proceeding in which Motive seeks to implement its rights under this Agreement or in regard to any of Motive’s intellectual property rights).

We may use Affiliate names and logos on our website and in our promotional materials to state that you are engaged with us under this Agreement. In addition, we are entitled to publish use cases and success stories based on our engagement with you.

10. Prohibited Usage

Affiliate agrees to the following covenants, and any violation thereof is grounds for immediate termination of this Agreement by Motive.  Affiliate will not, directly or indirectly:

• use the term “Motive” in any variation in its site URL (e.g., Motive.net, Motivescouponcodes.com, Motive.com, shopifyMotive.com, Motive.plugins.com, etc.);
• promote coupons that were not provided to Affiliate by Motive;
• host or promote “coupon stacking” sites where customers may combine coupons to receive additional discounts;
• use any advertising platform (e.g., Facebook ads, Google adwords, etc.), including pay-per-click campaigns, in connection with any of Affiliate’s activities related to this Agreement or the Motive Affiliate Program – Affiliate must use only word of mouth or its own media (e.g., Affiliate’s YouTube channel, website blogs, etc.) to generate referrals hereunder;
• in connection with its activities hereunder, (1) violate or infringe any common law or statutory rights of any person or other entity (including, without limitation, proprietary rights, copyright, trademark, service mark or patent rights, or any rights of privacy or publicity); (2) violate any law, rule or regulation; (3) use any material or information that is obscene, pornographic, libelous, defamatory, slanderous; (4) use any false or deceptive material, or otherwise engage in any consumer or other fraud; (5) host, control, promote, or use a website that is identical, copied in any way, or mirrors the look and feel of our site, or creates an impression that the website is Motive’s website or mirrors a part of Motive’s website in any manner.

11. Motive Anti-Spam Policy

Affiliate will not use spam e-mail or other forms of internet abuse (including spamming forums, blogs, Twitter, Facebook and other social media outlets) to seek referrals. Spam includes, but is not limited to, the following:

• Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt in subscription;
• Messages posted to Forums, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules.
• Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.
• Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or “Instant Messaging” systems;
• Certain off-line activities that are similar to spam, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.

Affiliate will perform its activities hereunder in compliance with all applicable laws (including the CAN-SPAM Act of 2003) and any other Federal Trade Commission laws or regulations, and Affiliate will only send e-mails containing a link or message regarding Motive’s products and services to person(s) who have been previously contacted and whom consented to the fact that Affiliate will be sending an e-mail containing such information.

Motive may investigate any Affiliate conduct and, at its sole discretion and with or without cause or prior notice, terminate this Agreement.  In addition, Affiliate will indemnify and hold harmless Motive against any liability arising from Affiliate’s breach of any obligation, representation or warranty of Affiliate under this Agreement.

If you wish to report a violation of our Anti-Spam Policy, please forward all relevant evidence to our customer service department at partners@gomotive.com

12. Relationship of Parties

The parties are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate has no authority to make or accept any offers or representations on our behalf. Affiliate will not make any statement, whether on its sites or otherwise, that reasonably would contradict the foregoing.

13. Disclosure of Affiliate Relationship

It is the sole responsibility of the Affiliate to disclose the nature of their relationship with Motive to any potential customers. Affiliate will indemnify and hold harmless Motive against any liability arising from Affiliate’s lack of proper disclosure to an actual or potential customer.

14. Term and Termination

The term of this Agreement will begin when you accept and will end when terminated by either party. Either Motive or Affiliate may terminate this Agreement at any time, with or without cause, upon written notice to the other. Notice may be sent by email; (1) in the case of notices from Motive to you, to the email address associated with your account; or (2) in the case of notices from you to Motive, to legal@gomotive.com. Upon the termination of this Agreement for any reason, all licenses granted hereunder will immediately terminate and you will immediately cease use of, and remove from all of Affiliate’s sites, all links to Motive websites, and all Motive trademarks, logos, other Motive marks, and all other materials provided in connection with this Agreement. Termination results in the immediate suspension of your account and, if you breach any term or condition of this Agreement, the loss of all rights regarding referrals and the forfeiture of any unpaid affiliate fees. In addition, upon termination, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including terms and conditions relating to intellectual property rights and confidentiality, disclaimers, indemnification, limitations of liability and termination, arbitration, class action waivers and the miscellaneous provisions below.

If we terminate this Agreement for convenience, payment obligations of this Agreement for compliant referrals will survive for a period of two (2) months after termination of this Agreement; provided that you are only entitled to affiliate fees for compliant referrals referred to us prior to the effective date of termination.

15. Limitation of Liability

MOTIVE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (OR ANY LOSS OF REVENUE, PROFITS, EXPENDITURES OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT OR THE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE GREATER OF: (1) THE TOTAL AFFILIATE FEES PAID OR PAYABLE TO THE AFFILIATE UNDER THIS AGREEMENT IN THE TWELVE(12) MONTHS PRECEDING THE DATE THE CLAIM AROSE, OR (2) $100.

16. Disclaimers

MOTIVE HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING THE MOTIVE SITE AND PRODUCTS, ANY LINKS, THE AFFILIATE PROGRAM OR AN AFFILIATE’S POTENTIAL TO EARN INCOME FROM THE AFFILIATE PROGRAM, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND/OR WARRANTIES ARISING FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE WEBSITES OR THE LINKS WILL BE UNINTERRUPTED OR ERROR-FREE, AND MOTIVE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

MOTIVE WILL MAKE REASONABLE EFFORTS TO TRACK AND PAY AFFILIATE FEES TO AFFILIATE. HOWEVER, MOTIVE IS NOT RESPONSIBLE FOR TECHNICAL PROBLEMS, ACTS BY THIRD PARTIES, OR OTHER INACCURACIES OR EVENTS OUTSIDE MOTIVE’S REASONABLE CONTROL.

17. Proprietary Information

You acknowledge that, in connection with this Agreement or the Affiliate Program, you may obtain non-public business, technical or financial information relating to Motive (“Proprietary Information”). During the term of this Agreement and after its termination, you and your employees and agents will keep in trust and confidence all Proprietary Information and will not use such Proprietary Information other than in the course of its duties as expressly provided in this Agreement. You (including your employees or agents) are prohibited from disclosing any Proprietary Information to any person or company without Motive’s prior written consent. You will not be bound by this Section with respect to information that you can document has entered or later enters the public domain as a result of no act or omission by you or information lawfully received by you from third parties without restriction and without breach of any duty of nondisclosure by any such third party.

18. Agreement to Arbitrate

You and Motive agree to resolve any dispute arising under this Agreement by binding arbitration in San Francisco, California, or in another location agreed upon by the parties. This applies to all claims under any legal theory, unless the claim fits in one of the exceptions below. It continues to apply after termination of this Agreement. If the parties have a dispute about whether this agreement to arbitrate can be enforced or applies to such dispute, the parties agree that the arbitrator will decide that, too.

You and Motive agree that the parties will go to court to resolve disputes relating to the parties intellectual property (e.g., trademarks, trade dress, domain names, trade secrets, copyrights or patents). Also, either party can bring a claim in small claims court either in San Francisco, California, or the county where you live, or some other place both parties agree on, if it qualifies to be brought in that court.  In addition, if either party brings a claim in court that should be arbitrated or either party refuses to arbitrate a claim that should be arbitrated, the other party can ask a court to force the parties to go to arbitration to resolve the claim (i.e., compel arbitration). Either party may also ask a court to halt a court proceeding while an arbitration proceeding is ongoing.

Prior to filing any arbitration, both parties jointly agree to seek resolution of any dispute between the parties through mediation conducted by the American Arbitration Association (“AAA”), with all mediator fees and expenses paid equally by the parties. If mediation is not successful, either party may initiate an arbitration proceeding with AAA. You can look at AAA’s rules and procedures on their website http://www.adr.org or you can call them at 1-800-778-7879.  The arbitration will be governed by the then-current version of AAA’s Commercial Arbitration Rules (the “Rules“) and will be conducted by a single arbitrator appointed in accordance with the Rules. To the extent anything described in this agreement to arbitrate conflicts with the Rules, the language of this agreement to arbitrate applies.

Each party will be entitled to a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discovery will be in accordance with procedures approved by the arbitrator. This agreement to arbitrate does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party.

The arbitrator’s award will be based on the evidence admitted and the substantive law of the State of California and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such award. The arbitrator will not be entitled to modify this Agreement.

Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties.  Judgment may be entered in any court of competent jurisdiction.

19. Class Action Waiver

WHERE PERMITTED UNDER APPLICABLE LAWS, YOU AND MOTIVE AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. UNLESS YOU AND MOTIVE AGREE, NO ARBITRATOR OR JUDGE MAY CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

20. Privacy Policy

You agree to post and maintain on any of your websites involved in the Motive Affiliate Program during the term of this Agreement a privacy policy that clearly and adequately describes how consumer information is collected and used. The privacy policy must fully and accurately disclose your use of third-party technology, use of cookies, and options for discontinuing use of such cookies. The privacy policy and data protection mechanisms used in support of the policy must comply with all data privacy and protection regulations which apply within the countries where you conduct business.

21. Records and Audit

You will keep and maintain complete and accurate books, records and accounts relating to this Agreement. During the term of this Agreement and for a period of 3 years thereafter, not more frequently than twice a year, you will, upon receipt of reasonable prior notice from us, give us (and/or the auditor(s) we appoint) access, during normal business hours, to your books, records and accounts to the extent reasonably necessary to verify your continuing compliance with this Agreement, including compliance with all applicable laws, rules and regulations.

22. Notification of Complaints

You are required to notify our legal department via email of any complaint you receive regarding any advertisements, security, or privacy issues within twenty-four (24) hours of receiving such complaint. You are also required to notify us within twenty-four (24) hours of any complaints or notices from governmental agencies, including any claims asserted in court by any party regarding your relationship with us and any claims that could reasonably be considered relevant to your affiliation with Motive (e.g. claims against you that could reflect poorly on Motive’s willingness to affiliate with you). 

23. Miscellaneous

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. Neither party will have any right or ability to assign, transfer, or sublicense any obligations or benefit under this Agreement without the written consent of the other (and any such attempt will be void), except that Motive may assign this Agreement to any third party in connection with a merger or change of control event, including a sale of substantially all its related business or assets. This Agreement contains the entire understanding of the parties regarding its subject matter, and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter thereof.

If any of the provisions of this Agreement are determined by a court to be unenforceable, they will be severed from this Agreement, and the remaining provisions will remain in full force and effect.

Any dispute or claim arising out of this Agreement or related thereto (in each case, including non-contractual disputes or claims), will be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provisions or rules.

By signing up with the Motive Affiliate Program, you acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement. You certify that you are of the age of majority where you reside.