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OMNISEND PARTNER PROGRAM AGREEMENT
By applying for the Omnisend Partner Program, you are agreeing to be bound by the following Agreement (the “Agreement”). This Partner Agreement is entered into by you on behalf of your company (“Partner”) and (ii) Omnisend, as defined below. By completing a program registration or application process, or using any of the Omnisend Partner services or benefits offered under the Partner Program, you acknowledge that Partner has reviewed and accepts all of the terms of this Agreement and that you are duly authorized to act on behalf of Partner and bind it to this Agreement.
1. Services and Support
1.1. “Partner” means an entity that has agreed to the terms of the Partner program herein to work with Omnisend to promote the Service. The different types of Partners are listed below:
1.1.1 An “Industry Partner” is a Partner who has applied and been accepted, and singed the Omnisend “Industry Partner Program” Addendum, and promotes the Service by actively working with Merchants as a designer, website developer, marketing agency, development Partner, third-party technology provider, or consultant, and referring and registering Merchants via the partner Referral Form (“Referral Form”) or integrating directly into Service
1.1.2 An “Influencer Partner” is a Partner who applies to join the “Omnisend Influencer Program” and has been approved and provided with a unique referral link (“Affiliate Link”) to then refer customers via said Affiliate Link.
1.2. “Merchant” means an individual or business that could use the Service for multichannel marketing campaigns
1.3. “Referred Merchant” means any unique Merchant that: (a) has registered for a paid Omnisend account; and (b) was introduced by Partner via a Revenue Generating Activity
1.4. “Revenue Generating Activity” means a revenue generating activity carried out by Partner, as determined by Omnisend, including the following:
A Revenue Generating Activity will be attributed to Partner on the date the Merchant makes the initial payment of subscription fees for the relevant Service. Payments for Revenue Generating Activities are defined under Omnisend Partner Commercial Terms.
1.5. “Service” means the Omnisend marketing platform available via the Omnisend website and any associated websites including www.omnisend.com, or others. Means the web-based, hosted service operated by Omnisend to provide permission-based marketing to consumers and excludes fees received for Omnisend professional service offerings. This excludes fees received for Omnisend professional service offerings.
1.6. “Related Entity[ies]” means any entity that, directly or indirectly, controls, is controlled by, or is under common control with, Omnisend; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
1.7 “Net Revenue” means gross revenue actually received by Omnisend from a referred Merchant minus fees associated with one-time services or project-based revenue from professional services, refunds, rebates, setoffs, discounts, promotions, chargebacks, non-payments, or defaults (any of which may be set-off against amounts to be paid to Partner).
2. Responsibilities of Partner
2.1. Marketing Activities Partner will use its best efforts to promote and market Omnisend and the Service. Partner shall bear all costs and expenses for such activities, and, as applicable, Partner’s applications, themes, channel platform, or Partner’s other products or services associated with Partner’s participation in Agreement (Collectively, “Partner Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by Omnisend in its sole discretion.
Partner shall not (i) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Omnisend and/or Omnisend Related Entities; (ii) make any false, misleading or disparaging representations or statements with respect to Omnisend and/or Omnisend Related Entities; (iii) solicit Merchants to leave the Service; (iv) copy, resemble or mirror the look and feel of Omnisend’s websites, Marks or Services or otherwise misrepresent Partner’s affiliation with Omnisend and/or Omnisend Related Entities; or (v) engage in any other practices which may adversely affect the credibility or reputation of Omnisend and/or Omnisend Related Entities, including but not limited to, sending email communications to non-opted-in subscribers or using any Website in a manner, or having any content on any Website, that (a) uses aggressive or low-quality marketing, including marketing services that are unrelated to Omnisend or Partner’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, and/or any illegal or objectionable activities, or (c) violates any intellectual property or other rights of any third party.
Other than the limited license to use the Marks (as defined below) pursuant to Section 4 of this Agreement, Partner shall not use the Marks and/or Omnisend Related Entities’ names or trademarks (meaning any names and/or trademarks or any other protected marks associated with the Omnisend Service, Omnisend Inc. or the Omnisend Related Entities) and/or variations or misspellings thereof in Partner’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains and sub-domains).
2.2. Compliance with Laws In addition, and without limiting the provisions of this Agreement, Omnisend Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
2.3. Partner Duty to Inform Partner shall promptly inform Omnisend of any information known to Partner that could reasonably lead to a claim, demand or liability of or against Omnisend and/or the Omnisend Related Entities by any third party.
2.4 Other Partner Terms Partner shall not purchase search engine or other pay-per-click keywords (such as Google AdWords), or domain names that use Omnisend or Omnisend Related Entities’ names, trademarks and/or variations and misspellings thereof. Omnisend may from time to time work directly with partners on joint objectives that allow for such activities on a one-off agreement that is pre-approved by both parties.
Partner acknowledges and agrees that Omnisend may amend this Agreement at any time by posting an amended and restated version on Omnisend’s website, available at https://omnisend.com/partners-terms, which amendments are effective as of the date of posting. If a significant change is made, Omnisend will provide reasonable notice by email, and/or in the Partner dashboard.
Partner acknowledges and agrees that Partner will be responsible for the performance of all its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Partner.
If Partner is an individual, Partner must be 18 years or older or at least the age of majority in the jurisdiction where Partner resides.
3.1. Termination Unless otherwise agreed upon in writing, either party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other party.
Fraudulent or other unacceptable behavior by Partner, as determined by Omnisend in its sole discretion, may result in the termination or suspension of some or all Partner privileges under this Agreement without notice to, or recourse for, Partner.
Omnisend reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, Omnisend will provide reasonable notice by email and/or in the Partner Dashboard.
3.2. Consequences of Termination Upon termination of this Agreement: (a) each party shall return to the other party all property of the other party in its possession or control (including all Creative and all Confidential Information), or destroy all such property of the other party in its possession or control (and provide certification of such destruction); (b) Omnisend Partner shall immediately cease displaying any Omnisend Creative on any Website or otherwise; and (c) all rights granted to Omnisend Partner hereunder will immediately cease, including Partner’s right to receive any payments hereunder, unless otherwise determined by Omnisend in its sole discretion.
4. Intellectual Property Rights
4.1. Creative Omnisend marketing materials (the “Creative”) will be solely created and provided by Omnisend unless otherwise agreed to by Omnisend in writing. Omnisend will provide Partner with copies of or access to the Creative. By using the Creative, Partner indicates its acceptance of Omnisend’s Trademark Usage Guidelines, available at https://omnisend.com/brand-assets, and Partner understands a violation of these guidelines or this Agreement will result in the termination of Partner’s rights to use and access Creative. The Creative is provided “as is’ ‘ and without warranty of any kind.
Partner may use and access the Creative solely for the purpose of marketing and promoting the Services, Omnisend and Omnisend Related Entities during the term of this Agreement, or until such earlier time as Omnisend may, upon reasonable prior notice, instruct Partner to cease displaying the Creative. Partner may not alter, amend, adapt or translate the Creative without Omnisend ‘s prior written consent. Nothing contained in any Creative shall in any way be deemed a representation or warranty by Omnisend or any of Omnisend Related Entity. The Creative shall at all times be the sole and exclusive property of Omnisend and no rights of ownership shall at any time vest with Partner even in such instances where Partner has been authorized by Omnisend to make changes or modifications to the Creative.
4.2. Proprietary Rights of Omnisend As between Partner and Omnisend, the Creative, all demographic and other information relating to Merchants, including those that were referred or registered via an Affiliate Link, prospective Partners and Partners, Merchant Data, the Service, documentation, the Omnisend API (as defined in the Industry Partner Program Addendum), hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Omnisend or otherwise related to Omnisend Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Omnisend Property”) shall be and remain the sole and exclusive property of Omnisend. To the extent, if any, that ownership of any Omnisend Property does not automatically vest in Omnisend by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Omnisend, upon the creation thereof, all rights, title and interest Partner may have in and to such Omnisend Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
4.3. Omnisend Trademarks During the term of this Agreement, Omnisend hereby grants to Omnisend Partner a limited, revocable, non-exclusive and non-transferable license to display the Omnisend trade names, service marks, “d/b/a”s, names URLs, logos or trademarks (collectively, the “Marks”), solely as necessary to perform Omnisend Partner’s obligations under this Agreement. Omnisend Partner acknowledges and agrees that: (a) it will use the Omnisend trademarks only as permitted hereunder; (b) it will use the Omnisend trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Omnisend; (c) the Omnisend trademarks are and shall remain the sole property of Omnisend; (d) nothing in this Agreement confers Partner any right of ownership in the Omnisend trademarks and all use thereof by Partner shall inure solely to the benefit of Omnisend; and (e) Partner shall not, now or in the future, contest the validity of any Marks or use any term or mark confusingly similar to any of the Marks.
4.4. Restrictions On Partner’s Use Of Omnisend Trademarks Partner shall not use any Omnisend trademark, or the word mark Omnisend or variations of the word “Omnisend” in partner’s business name, logo, products or services. Further, Partner agrees not to: (a) alter or otherwise modify any of the Marks; (b) attack ownership of, or rights to, any of the Marks; or (c) intentionally use the Marks in a way that might deceive others, create a likelihood of confusion or destroy or diminish the goodwill in any of such Marks.
5.1. “Confidential Information” shall include, but shall not be limited to, any and all non-public information associated with the other party’s business, including but not limited to, technical processes or formulas, specific trading information, source or API codes, prospective customer lists, customer lists, names, addresses and other information regarding customers or merchants and prospective customers or merchants, product and designs, sales and processes, costs, and/or other unpublished financial information, marketing data or business plans, and any other confidential and proprietary information, whether or not marked as proprietary and confidential.
Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations hereunder. Each party agrees that it shall take all reasonable steps, at least equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein; or (b) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in this Agreement. Confidential Information shall not include any information which is: (i) in the public domain, or is already known by or in the possession of the non-disclosing party, at the time of disclosure of such information, as evidenced by the non-disclosing party’s reasonable prior written records; (ii) is independently developed by the non-disclosing party without breaching of violating applicable law or any provision of this Agreement, as evidenced by written records created contemporaneously with such development; or (iii) is thereafter rightly obtained by the non-disclosing Party from a source other than the disclosing party not under an obligation of confidentiality to the disclosing party, and without breaching or violating any law or provision of this Agreement.
In the event the non-disclosing party becomes required by law, rule, regulation, judicial or administrative process to disclose any of the disclosing party’s Confidential Information, the non-disclosing party shall, prior to making such disclosure, to the extent permitted by applicable law or regulation, provide the disclosing party with prompt written notice thereof, so that the disclosing party may seek a protective order or other appropriate remedy. All of a disclosing party’s Confidential Information shall be returned or destroyed, as instructed by such disclosing party, upon the earlier to occur of the disclosing party’s request or the termination or expiration of this Agreement. Notwithstanding the foregoing, the non-disclosing party may retain copies of the disclosing party’s Confidential Information to the extent it has been electronically archived by the non-disclosing party in accordance with its automated security and/or disaster recovery procedures as in effect from time to time, provided that any such Confidential Information so retained shall remain subject to the confidentiality provisions contained herein for so long as it is retained by the non-disclosing party.
6. Disclaimer of Warranties
Partner acknowledges the Omnisend products and services are provided “as-is.” Omnisend makes no representations or warranties of any kind hereunder, and Omnisend expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, Omnisend further disclaims all representations and warranties, express or implied, that the Service, the Omnisend API, or the Marks satisfy Partner’s or Merchants’ requirements and or will be uninterrupted, error-free or free from harmful components. Omnisend does not warrant its products or services will meet customer requirements, nor does Omnisend give any warranty about the results that may be obtained by using its products and services.
7. Indemnification and Limitation of Liability
7.1. Partner Indemnification Partner agrees to indemnify, defend and hold harmless Omnisend and any Omnisend Related Entities and the directors, officers, employees, subcontractors and agents thereof (each, an an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) Partner ‘s breach of any representation, warranty, obligation, term, condition, term, condition or covenant under this Agreement; (b) Partner’s negligence or intentional misconduct; (c) Partner’s use of the Omnisend API; (d) Partner’s breach of any term of a Merchant agreement; (e) infringement by Partner’s products or services of the intellectual property or other rights of a third party; (f) the performance, non-performance or improper performance of the Partner’s products or services; (g) Omnisend’s use of Partner’s trademarks, service marks or logos in accordance with the terms and conditions set forth herein; (h) Partner’s violation of applicable law; and (i) Partner’s relationship with any Merchant.
7.2. Notice of Indemnification In claiming any indemnification hereunder, the Indemnified Party shall provide Partner with written notice of any claim which the Indemnified Party believes falls within the scope of Section 7.1 above. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Partner shall control such defense and all negotiations relative to the settlement of any such claim, and further provided that any settlement intended to bind the Indemnified Party shall not be final without the Indemnified Party’s written consent, which shall not be unreasonably withheld.
7.3. Non-Exclusive Remedies In the event of any breach or threatened breach by Partner of any provision of Sections 2, 4 and/or 5 above, in addition to all other rights and remedies available to Omnisend under this Agreement and under applicable law, Omnisend shall have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Partner’s engagement hereunder, (c) receive a prompt refund of all amounts paid to Partner hereunder, and (d) be indemnified for any losses, damages or liability incurred by Omnisend in connection with such violation, in accordance with the provisions of this Section 7.
7.4. Limitation on Damages IN NO EVENT WILL OMNISEND BE LIABLE TO PARTNER OR A CUSTOMER FOR ANY INDIRECT, REMOTE, LOST PROFITS, PUNITIVE, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF OMNISEND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR OTHERWISE. IN NO EVENT WILL OMNISEND’S MAXIMUM AGGREGATE LIABILITY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID TO PARTNER HEREUNDER DURING THE SIX (6) MONTHS PRECEDING THE ACT OR OMISSION GIVING RISE TO SUCH LIABILITY.
8.1. Partner hereby represents, warrants and covenants to Omnisend that: (a) the execution, delivery, and performance by Partner of this Agreement will not violate or conflict with any law, statute, or other governmental regulation, or any other agreement, arrangement or instrument to which it is a party; (b) at all times, it will present Omnisend’s products and services to potential customers accurately, fairly, and truthfully and will not make any misleading, unfair or deceptive statements about Omnisend or its products and services, or misrepresent them in any way; (c) it will not disparage Omnisend or its products and services; and (d) it will do all things reasonable to promote the good reputation of Omnisend and its products and services.
9. General Provisions
9.1. Force Majeure If the performance of any part of this Agreement by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labor disputes, act of God or any cause beyond the reasonable control of that party, the party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.
9.2. Independent Contractors The parties to this Agreement are independent contractors. Neither party is an agent, representative or Related Entity of the other party. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
9.3. Notice Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally or by email to Partner’s email address listed in the Partner Account, and to [email protected]; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the address provided in the Partner Account.
9.4. No Waiver The failure of either party to insist upon or enforce strict performance by the other party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.
9.5 Non-Exclusivity Nothing in this Agreement is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties to this Agreement. This Agreement shall not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
9.6 Entire Agreement This Agreement, including all schedules, Partnership Addendum or agreed to Influencer Partner Terms, exhibits and attachments thereto, sets forth the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, Partner, employee or representative of any party hereto. This Agreement shall be binding upon and shall inure only to the benefit of the parties hereto and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement.
9.7 Assignment This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Partner may not assign this Agreement without the written consent of Omnisend, such consent not to be unreasonably withheld or delayed. Omnisend may assign this Agreement in its sole discretion without the written consent of Partner.
9.8 Applicable Laws This Agreement shall be governed, construed and enforced in accordance with the laws of the state of Delaware. Each party agrees that any legal action, proceeding, controversy or claim between the parties arising out of or relating to this Agreement may be brought and prosecuted only in a court of law in Charleston, South Carolina, and by execution of this Agreement each party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.
9.9 Competitive or Similar Materials Omnisend is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Partner’s products or services, regardless of its similarity to Partner’s products or services, provided that Omnisend does not use Partner’s Confidential Information in so doing.
9.10 Patent Non-Assertion Partner and its affiliates covenant not to assert patent infringement claims against Omnisend, Omnisend Related Entities, or Omnisend products and services.
10. Omnisend Partner Program Commercial Terms
a. “Eligible Referral” means a Merchant (a) actively engaged with Partner and actively looking for the Service; (b) is not already an existing customer of Omnisend or was not already involved in discussions with Omnisend within the last 90 days; (c) which has not been submitted to Omnisend as a potential referral by Partner or any third party within the last 90 days; (d) for which Omnisend accepts a Partner Referral Form or account registration via Affiliate Link from Partner; and (e) with which Omnisend enters into an agreement (excluding trial agreements) to provide the Service no later than ninety (90) days after Omnisend’s receipt of a Partner Referral Form, or thirty (30) days from Affiliate Link registration for such Merchant from Partner.
An Eligible Referral cannot be an account opened and/or owned by a Omnisend Partner. All Industry Partner referrals must be submitted at omnisend.com/referral. All Influencer Partner Referrals must click on an affiliate link which can be found in the affiliate portal
b. “Qualified Revenue” means fees for the Omnisend Service actually received by Omnisend from a referred Merchant as a direct result of an approved Partner Referral Form under this Agreement within 90 days of the approval of such Partner Referral Form. This excludes fees received for Omnisend professional service offerings.
10.2 Referral Form Process Partner must register each referred Merchant as a lead via the Partner referral form found here (the “Partner Referral Form”). Following the date of Partner’s submission of the Partner Referral Form, Omnisend shall review information for each referred Merchant and notify Partner in writing (including by email) within five (5) business days of receipt of the relevant Partner Referral Form if Omnisend, in its sole and reasonable discretion, accepts or rejects such referred Merchant. If Omnisend notifies Partner that such referred Merchant is an Eligible Referral, Omnisend will work with the Partner to discuss such Eligible Referral in reasonable detail, and the Partner will assist Omnisend in making contact with the Eligible Referral by arranging an introduction, meeting, conference call, or other means of communication between Omnisend and the Eligible Referral.
10.3 Payments All payments will be distributed to Partner within thirty (30) days after the end of the calendar month in which Omnisend received the Qualified Revenue for monthly subscription plans from the Referred Merchant. Payment amounts will be determined based on Partner’s Revenue Generating Activity, as defined in the chart below. Partner agrees to pay all applicable taxes and charges imposed by any government entity in connection with payments under this Agreement (excluding taxes on Omnisend’s net income).
|Partner Type||Revenue Generating Activity||Revenue Share||Terms|
|Influencer Partner||Affiliate Link Referral||A bounty payment equal to 300% of the merchant’s first-month of Qualified Revenue.||Bounty is paid out over the first three months of the merchant’s subscription. Payments will be equal to the value of the first month of the merchant’s Qualified Revenue. If the merchant leaves Omnisend during the first month, then the second and third payment is not issued. Should the customer leave during the second month, then the third payment is not issued
If the merchant selects an annual subscription, then your bounty is paid out over the first three months based on the monthly subscription value.
The maximum bounty amount per Referred Merchant is $1,200
|Industry Partner||Partner Referral Form||20% ongoing revenue share of the merchant’s monthly Qualified Revenue.||Recurs monthly as long as the merchant remains a paying Omnisend customer and you remain an active Omnisend Industry Partner.|
All payments are subject to risk analysis considerations and Omnisend standard anti-money laundering procedures and policies. Notwithstanding anything to the contrary in this Agreement, Omnisend shall not be responsible to pay any referral payments:
Notwithstanding the foregoing, Omnisend has no obligation to remit payments to Partner to the extent aggregate Net Revenue payments are not greater than one hundred dollars ($100); in which event, such amount (the “Roll-Over Amount”) shall become payable to the Influencer Partner in the next month aggregate Net Revenue payments, including the Roll-Over Amount, if any, are greater than or equal to one hundred dollars ($100). Partner agrees to pay all applicable taxes and charges imposed by any government entity in connection with payments to Partner under the Partner Terms or this Addendum (excluding taxes on Omnisend’s net income).