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Terms of Service for PandaDoc revenue share affiliate program

Updated: February 16, 2022

This Terms of Service for PandaDoc revenue share affiliate program (“TOS”) is made and entered into by and between PandaDoc, Inc. (“PandaDoc”) and the person or company that is enrolling in PandaDoc’s Program and refers prospects to PandaDoc as described herein (“affiliate”, “you” or “your”) and is effective on the date you indicate acceptance of this TOS by clicking and agreeing to this TOS (“effective date”) when you become part of PandaDoc’s Program.  

You acknowledge and agree that you have read, understand, and agree to be bound by all of the terms and conditions of this TOS, as well as all other applicable rules or policies provided by PandaDoc from time to time, and understand that you are entering into a legally binding agreement with PandaDoc. If you do not agree with the terms and conditions set forth herein, then you must not provide the referral services described herein.  

We may modify any term or condition of the Program and/or this TOS, at any time and in PandaDoc’s sole and absolute discretion, by posting a change notice or a new agreement on PandaDoc’s Site or prompting you to click and agree to amended terms and conditions to remain in the Program. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS TOS. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING PANDADOC’S AMENDED TERMS AND CONDITIONS WILL CONSTITUTE BINDING ACCEPTANCE OF SUCH CHANGES.  

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN ARTICLE 9, YOU AGREE THAT DISPUTES BETWEEN YOU AND PANDADOC WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION.

1. Definitions

  1. “Claim” shall have the meaning set forth in Section 8.1 of this TOS.
  2. “Commission” means the fee paid to affiliate by PandaDoc for each referred customer as further described herein.
  3. “Confidential information” shall have the meaning set forth in Section 6.1 of this TOS.
  4. “Content” means any and all banner advertisements, text links, widgets, data, images, videos, PDFs, graphics, names, logos, trademarks and other information provided by PandaDoc to you to promote PandaDoc’s Services in connection with the Program.  
  5. “Electronic communications” shall have the meaning set forth in Section 2.10 of this TOS.
  6. “Lock date” shall have the meaning set forth in Exhibit A attached to this TOS.
  7. “Platform” means the PartnerStack partner management platform, owned and operated by PartnerStack Inc. (www.partnerstack.com), which will provide infrastructure to support Program operations including tracking and reporting, Content hosting and serve as a clearinghouse for Commissions paid to Affiliates, or other third party platform that PandaDoc elects to use to manage the Program.  
  8. “Program” means the PandaDoc Affiliate Program that permits Affiliates to advertise and promote PandaDoc Services on the Affiliate’s Site and to earn Commission for each Qualified Action for each Referred Customer as further described in Exhibit A attached hereto.
  9. “Qualified actions” shall have the meaning set forth in Exhibit A attached hereto and incorporated herein.
  10. “Referred customer” has the meaning set forth in Article 2 of this TOS.
  11. “Services” means the services offered on the www.pandadoc.com (“PandaDoc Site”) and any other products or services as PandaDoc may offer, modify, or amend, from time-to-time.
  12. “Site” means a website, application or, by extension, other digital, print or broadcast media that you publish, including, but not limited to websites, applications, social media posts, emails, radio, and television advertisements.
  13. “Term” shall have the meaning set forth in Section 5.1 of this TOS.
  14. “Tracking link” is a link provided by PandaDoc via the Platform to Affiliate that Affiliate will embed into the Content to ensure that Affiliate’s referral activity can be tracked and reported by the Platform to PandaDoc.
  15. “Unsuitable site” shall have the meaning set forth in Article 2 of this TOS.

2. Program rules

  1. Affiliate shall use commercially reasonable efforts to market and promote the Services to potential customers and refer such customers to PandaDoc. Subject to Affiliate’s compliance with the terms and conditions set forth herein, PandaDoc hereby grants to Affiliate and Affiliate hereby accepts a non-exclusive, non-transferable, non-assignable right to market and promote the Services to potential customers.
  2. You are required to set up an account on the Platform. PandaDoc will provide you with a Tracking Link that you will provide to potential customers. If the potential customer clicks on your Tracking Link and enters into an agreement with PandaDoc for Services within ninety (90) days from the Tracking Start Date (as defined in Exhibit A), then such potential customer shall become a Referred Customer and you shall be eligible to earn Commission (provided the other requirements, terms and conditions set forth herein are met). For the avoidance of doubt, if the potential customer does not enter in to an agreement with PandaDoc within the foregoing ninety (90) day period, then you shall not be eligible to earn any Commission related thereto. A “Referred Customer” means a user that clicks on the Tracking Link provided to you by PandaDoc and enters into an agreement with PandaDoc for the PandaDoc Services as described herein within ninety (90) days from the Tracking Start Date, and meets the other Qualified Actions set forth in Exhibit A attached hereto.
  3. You will ensure that your email address and other contact and account information is kept up-to-date at all times. You hereby give PandaDoc permission to email or otherwise communicate with you regarding any matters relating to the Program and to this TOS. You agree that PandaDoc or its representatives may store, use and process your contact data in connection with this Program, including, but not limited to, account administration, maintenance and support activities, and payment. You will ensure that your Site is not and does not become an Unsuitable Site. “Unsuitable Site” means a Site that promotes the use of pyramid, “ponzi”, or similar investment schemes, sexually explicit materials, illegal activities, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or violates intellectual property rights, or promotes or contains libelous or defamatory materials, violates privacy rights, or a Site that is under construction, not live or is not professionally maintained and updated, contains broken links and/or grammatical or spelling errors, disparages PandaDoc, includes “PandaDoc”, or variations or misspellings thereof in their domain names, or are based in a territory where we PandaDoc does not offer the Program, or is not targeted to a primarily small and medium sized business audience or doees not clearly state an online privacy policy to their visitors.  You will not use the trademarks or logos of any party other than PandaDoc in any advertising by you in connection with the Program.
  4. You will not engage in any offline promotional, marketing, or other advertising activities without the prior written approval of PandaDoc.
  5. You will not add to, delete from, modify, make derivative works of, or otherwise alter any Content in any way, including by adding additional information, except that you may resize Content consisting of a graphic image in a manner that maintains the original proportions of the image.
  6. You will not sell, resell, redistribute, sublicense, or transfer any Content or any application that uses, incorporates, or displays any Content. For example, you will not use, or enable or facilitate the use of, Content on or within any application, platform, Site, or service (including social networking sites) that requires you to sublicense or otherwise give any rights in or to any Content to any other person or entity, nor will you display such links on a Site that is not your Site.
  7. You will promptly remove from your Site and delete or otherwise destroy any Content that is no longer displayed on the PandaDoc Site or that PandaDoc notifies you is no longer available for your use.
  8. You will not use any Content, including any name or likeness embodied in that Content, in a manner that implies a person’s or company’s endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party, or cause (including by placing unrelated third party materials in close proximity to Content).
  9. You will not bid on or purchase, either directly or indirectly, keywords, search terms, or other identifiers or otherwise participate in keyword auctions on any web search engine, with respect to any of PandaDoc’s trademarks, logos, or otherwise, without the express written permission of PandaDoc.
  10. Your Site will not in any way copy or resemble the look and feel of the PandaDoc Site, nor shall you create the impression that your Site is the PandaDoc Site or a part of the PandaDoc Site. You shall not use the PandaDoc name or any variation or misspellings thereof in your URL. You shall not frame or permit the framing of any page of the PandaDoc Site.
  11. With respect to “Electronic Communications” (e.g., email messages and text messages), you may not (i) generate or use Electronic Communication using or containing PandaDoc intellectual property, or any variation or misspelling thereof, or other Content provided to you as part of the Program; (ii) send any other Electronic Communication that in any way suggests, implies,  misleads or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that PandaDoc or any related entity was the sender or sponsor of such Electronic Communication or procured or induced you to send such Electronic Communication; (iii) forward, redistribute, or otherwise repurpose any Electronic Communication that PandaDoc sends to PandaDoc’s partners, affiliates or customers; and/or (iv) generate or send any unsolicited Electronic Communication (spam) under this  TOS You will act in compliance with all applicable federal, state and local laws and regulations, including without limitation, the CAN-SPAM Act of 2003 (“CAN-SPAM”), and you agree to protect, defend, indemnify and hold harmless PandaDoc and its related entities from and against any claims, actions, liabilities, losses, damages, costs or expenses, including without limitation, attorneys’ fees and costs of litigation, incurred by PandaDoc or its related entities arising out of or in connection with your violation of any of the terms or prohibitions contained in this TOS or any law, rule or regulation.
  12. You are solely responsible for the development, operation, and maintenance of your Site, and for all materials that appear on your Site. For example, you are solely responsible for: (i) the technical operation of your Site and for all related equipment; (ii) creating and posting the descriptions of the Services on your Site and linking those descriptions to the PandaDoc Site; (iii) the accuracy and appropriateness of materials posted on your Site; (iv) ensuring that materials posted on your Site do not violate or infringe upon any of PandaDoc’s intellectual property rights or those of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights); (v) ensuring that materials posted on your Site are not libelous or otherwise illegal; (vi) ensuring that you link to the PandaDoc Site in the format specified by us; (vii) clearly disclosing on your Site how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including PandaDoc and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers.  
  13. You will comply with all applicable terms, conditions, policies and procedures imposed on you by the Platform in connection with your access to and use of the Platform, including but not limited to those set forth at www.partnerstack.com/policies#terms-of-service, as they may be amended from time to time.
  14. You will not offer any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit).
  15. You will not take any action that could reasonably cause any customer confusion as to PandaDoc’s relationship with you.
  16. You will not frame the PandaDoc Site, or any part of it, within your Site. However, displaying Content on your Site in accordance with the TOS will not be considered framing the PandaDoc Site.
  17. You will not post or serve any Tracking Links or Content promoting the PandaDoc Site within any pop-up or pop-under windows, transitional page ads, or layer ads around or in conjunction with the display of any Site that is not your Site.
  18. You will not attempt to intercept or redirect (including via software installed on users’ computers) traffic from or on, or divert advertising fees from, any Site that participates in the Program.
  19. You will not artificially generate clicks or impressions on your Site whether by way of a robot or software program or otherwise.
  20. You will not display or otherwise use any of PandaDoc’s customer reviews or star ratings, in part or in whole, on your Site unless you have obtained a link directly from us.
  21. You will not cloak, hide, spoof, or otherwise obscure the URL of your Site containing Tracking Links (including by use of a redirecting page) such that PandaDoc cannot reasonably determine the site from which a customer clicks through such Tracking Link to the PandaDoc Site.
  22. No employee of PandaDoc or any member of the family of an employee of PandaDoc may be an Affiliate or benefit, directly or indirectly, from any Commission payable hereunder.
  23. You are permitted to promote PandaDoc and the Services only through approved Content and Tracking Links directly to the PandaDoc Site.
  24. To maintain a positive standing within the Program, Affiliates are required to include a disclosure statement within any and all pages, blog/posts, or social media posts where Affiliate links for the Program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement.  Guidelines for adhering to the Federal Trade Commission (“FTC”) requirements include, without limitation, the following:

It is important to note that these are PandaDoc’s own interpretations based on its understanding of the FTC and affiliate marketing, and should not be used as legal advice.

25. Upon PandaDoc’s request, you will provide PandaDoc with written certification that you have complied with this Article 2.

3. Commissions

  1. During the Term, PandaDoc will pay you a Commission as further described in Exhibit A attached hereto. PandaDoc tracks Commission owed hereunder via the Platform and payments for earned Commissions will be made through the Platform via Stripe or PayPal.  PandaDoc will pay you in US dollars, but you can choose to withdraw the payment in whatever major currency that is supported by the Platform.  You can withdraw the funds at any time, provided that the total amount of Commissions in your account exceeds $25.00. If the amount accrued does not exceed $25.00, the funds will accrue and become available for withdrawal once the amount accrued has exceeded $25.00. PandaDoc reserves the right to change the definition of a Qualified Action and/or the Commissions at any time by providing notice to you either via email or by prompting you to click and agree to terms as a requirement to continue being enrolled in the Program.
  2. Notwithstanding anything herein to the contrary, Commission shall be “earned” only if each of the following conditions are met: (1) the Referred Customer has entered into the applicable agreements with PandaDoc in a form acceptable to PandaDoc as described herein and within the timeframes described herein; (2) PandaDoc receives payment from such Referred Customer for its Services; (3) the Lock Period has expired and (4) Affiliate is not in breach of this TOS. In addition to all other remedies available to PandaDoc, PandaDoc reserves the right to refuse to make any payment to you with respect to any Referred Customer that PandaDoc determines was obtained as a result of promotional efforts that were in breach of this TOS.

4. Term and termination

  1. The term of this TOS (“Term”) shall commence on the Effective Date and continue until terminated by either party in accordance with the terms and conditions of this TOS.  
  2. If a party materially breaches this TOS, and the defaulting party does not cure such breach within thirty (30) days after its receipt of written notice of material breach, the non-defaulting party may terminate this TOS upon written notice to the defaulting party. Termination of this TOS will be without prejudice to any other rights and remedies that the non-defaulting party may have under this TOS and/or at law and/or in equity.
  3. Either party may terminate this TOS for convenience upon one (1) day prior written notice to the other party.
  4. Notwithstanding anything herein to the contrary, PandaDoc may suspend and/or terminate this TOS immediately in the event that access to the Platform is interrupted, suspended or terminated.
  5. Upon termination of this TOS, you will immediately (i) cease using PandaDoc’s Content, (ii) return all Confidential Information, Content and information related to potential customers to PandaDoc and (iii) discontinue holding yourself out as a marketer and promoter of the PandaDoc.  

5. Intellectual property and third party products

  1. PandaDoc owns all right, title and interest in and to the Content, the Services, the PandaDoc Site and related developments, enhancements and revisions, intellectual property rights and/or proprietary rights therein and related thereto.  PandaDoc shall establish, and may vary from time to time, the pricing, terms and conditions related to the Services.  PandaDoc grants you the right to access and use the Content solely in accordance with the Program Rules as described herein and/or as otherwise provided by PandaDoc hereunder.
  2. Subject to the terms and conditions of this TOS and solely for the limited purposes of advertising PandaDoc’s Services on, and directing end users to, the PandaDoc Site in connection with the Program, PandaDoc hereby grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to copy and display Content solely on your Site and in accordance with any relevant usage or trademark rules that are provided by PandaDoc at any time. The foregoing license will immediately and automatically terminate upon termination of this TOS, or earlier, if you are in breach of any provision herein. Upon termination or revocation of your license, you will promptly remove from your Site and delete or otherwise destroy all of the Content and other PandaDoc intellectual property. You will (i) only use Content to send end users to the PandaDoc Site in order to obtain Referred Customers and procure Qualified Actions for PandaDoc’s Services, and will not link any Content to, or direct traffic to, any page of a Site other than the PandaDoc Site; and (ii) link each use of the Content solely to the PandaDoc Site.
  3. Affiliate acknowledges and agrees that PandaDoc may use third party products and/or services to provide the Program and PandaDoc shall not be liable for such third party products and/or services. Affiliate shall be liable for any and all costs associated with the use of such third party products and/or services.

6. Confidentiality; privacy

  1. You will keep all proprietary information related to the business of PandaDoc and any of its affiliates, clients and other third parties to which you have access, whether in oral, written, graphic and/or machine-readable form, in the course of or in connection with this TOS (collectively, the “Confidential Information”) confidential and will only use such Confidential Information to perform your obligations under this TOS. You may disclose the Confidential Information only to those who have a need to know such Confidential Information solely in connection with this TOS; provided that you assume full responsibility for any failure to comply with this TOS. You acknowledge that a breach of the obligations related to Confidential Information may result in irreparable and continuing damage to PandaDoc for which monetary damages may not be sufficient, and you agree that PandaDoc will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive or all other equitable relief, and such further relief as may be proper from a court of competent jurisdiction.  
  2. You acknowledge and agree that you shall comply with all applicable privacy laws and have read and agree to PandaDoc’s privacy policy at https://www.pandadoc.com/privacy-notice/, which shall be incorporated herein by reference and may be changed from time to time in PandaDoc’s sole and absolute discretion.

7. Representations and warranties

  1. You represent, warrant and covenant that you (i) possess full power and authority to enter into this TOS, (ii) have the proper skill, training and background to perform the referral services in a competent and professional manner; (iii) will use due diligence in safeguarding the interests of PandaDoc in accordance with this TOS and any policies and procedures provided to you by PandaDoc; and (iv) will comply with all applicable laws, rules, regulations, orders of any governmental (including any regulatory or quasi-regulatory) agency.
  2. PandaDoc warrants that PandaDoc possesses full power and authority to enter into this TOS and has the ability to grant the rights described herein.
  3. EXCEPT AS EXPRESSLY SET FORTH IN THIS TOS, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE.

8. Indemnification; limitation of liability

  1. You, at your expense, will indemnify, defend and hold harmless PandaDoc, its officers, associates, employees, contractors and agents from and against any and all claims, damages, liabilities, losses, costs, demands and expenses (including reasonable attorneys’ fees and costs of litigation) (collectively “Claim(s)”) arising out of or relating to (a) any negligent act and/or omission of you relating to your activities in connection with this TOS; (b) any misrepresentation by you related to PandaDoc and/or its Services; (c) your breach of this TOS; (d) your gross negligence and/or wilful acts and/or omissions; (e) any failure to comply with any applicable law, rule, regulation, order of any governmental (including any regulatory or quasi-regulatory) agency or contract; and/or (f) any determination by a federal, state or local government or administrative agency, or other regulatory or quasi-regulatory entity, or any court, that you acted as an employee of PandaDoc in performing the referral services described herein (in which case you also waive any and all claims that you may have as a result of any such determination).  You will be solely liable for any claims, warranties and/or representations made by you that differ from the warranties expressly provided by PandaDoc  You will have the sole right to conduct the defense of any claim and/or action, and/or the negotiation of any settlement, in respect of a Claim; however, PandaDoc may reasonably participate in such defense at its sole expense.
  2. PANDADOC’S TOTAL AND CUMULATIVE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF AND/OR IN CONNECTION WITH THIS TOS SHALL IN NO EVENT EXCEED THE COMMISSIONS PAID BY PANDADOC TO YOU DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF SUCH CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS TOS, IN NO EVENT WILL PANDADOC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL AND/OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS) EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Dispute resolution

  1. Before filing a claim against PandaDoc, you agree to try to resolve the dispute informally by contacting PandaDoc at legal@pandadoc.com.  PandaDoc will try to resolve the dispute by contacting you via email, but if PandaDoc cannot resolve the dispute within thirty (30) days of submission, you and/or PandaDoc agree to resolve any claims related to this TOS through final and binding arbitration, except as set forth under the ‘Exceptions to Agreement to Arbitrate’ section below.
  2. You can opt-out and decline this agreement to arbitrate by contacting PandaDoc within thirty (30) day after the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted this TOS). You must write PandaDoc at PandaDoc, Attn: Opt-Out Arbitration, 101 California Street, Suite 3975, San Francisco, CA 94111. If you opt out, neither you nor PandaDoc can require the other to participate in an arbitration proceeding.
  3. Except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt out of arbitration as described herein, all claims shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the ‘American Arbitration Association’.  Any such controversy and/or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.  All information relating to and/or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party.  Unless otherwise agreed to by PandaDoc, the arbitration shall be held in San Francisco, California. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings.
  4. Notwithstanding anything herein to the contrary, PandaDoc may assert claims, if they qualify, in small claims court in San Francisco, California, and PandaDoc may bring a lawsuit for injunctive relief to stop unauthorized use and/or abuse of the Content, breach of PandaDoc’s Confidential Information, terms and conditions related to PandaDoc’s intellectual property and/or intellectual property infringement without first engaging in arbitration and/or the informal dispute-resolution process described in this Article.
  5. Waiver of jury trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, INSTEAD ELECTING THAT ALL CLAIMS AND DISPUTES SHALL BE RESOLVED BY ARBITRATION. ARBITRATION PROCEDURES ARE TYPICALLY MORE LIMITED, MORE EFFICIENT AND LESS COSTLY THAN RULES APPLICABLE IN COURT AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT. IN THE EVENT ANY LITIGATION SHOULD ARISE BETWEEN YOU AND PANDADOC IN ANY STATE OR FEDERAL COURT IN A SUIT TO VACATE OR ENFORCE AN ARBITRATION AWARD OR OTHERWISE, YOU AND PANDADOC WAIVE ALL RIGHTS TO A JURY TRIAL, INSTEAD ELECTING THAT THE DISPUTE BE RESOLVED BY A JUDGE.
  6. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION 9.6 MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. In the event that this Section is deemed invalid or unenforceable, neither you nor PandaDoc are entitled to arbitration and instead claims and disputes shall be resolved in a court located in San Francisco, California. 

10. Miscellaneous

All notices and other communications given or made pursuant to this TOS must be in writing, sent to the other party at the address on file. Such notice shall be deemed to have been given one (1) business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt. Nothing contained in this TOS shall create or imply any agency relationship between the parties, nor shall this TOS be deemed to constitute a joint venture or partnership between the parties. It is further understood and agreed that your relationship with PandaDoc is and shall continue to be that of an independent contractor and you shall not be entitled to receive employee benefits from PandaDoc and you are responsible for the payment of all taxes and withholdings specified by law, which may be due in regard to Commission paid by PandaDoc.  No waiver of any of the terms of this TOS by either party will be valid unless agree to in writing and designated as such.  Any forbearance or delay on the part of either party in enforcing any of its rights under this TOS will not be construed as a waiver of such right to enforce same for such occurrence or any other occurrence.  If any one or more of the provisions of this TOS are for any reason held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this TOS will be unimpaired and will remain in full force and effect. The headings and titles of the paragraphs of this TOS are for convenience only and are not intended to define, limit or construe the contents of the provisions contained herein.  You may not assign, as a result of a change of control or by operation of law or otherwise, your rights and/or obligations under this TOS without the prior written consent of PandaDoc. This TOS will be binding upon the parties and their respective legal successors and permitted assigns. Any provision of this TOS which, by its nature, would survive termination of this TOS will survive any such termination of this TOS.  This TOS will be governed by, and construed in accordance with, the internal laws of the State of California, without regard to its choice of laws principles.  Any action related to or arising from this TOS that is an exception to the arbitration process described herein shall take place exclusively in the courts situated in San Francisco, California and the parties hereby submit to the venue of the courts situated therein.  In any arbitration, suit, action, or legal proceeding relating to this TOS, the prevailing party shall have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection therewith.  This TOS constitutes the complete agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings between the parties.  

EXHIBIT A

COMMISSION

1. Subject to the terms and conditions set forth in the TOS and this Exhibit A, during the Term, PandaDoc will pay you a Commission for each Referred Customer that satisfies the requirements of the Qualified Action. “Qualified Action” shall mean:

2. Subject to the terms and conditions set forth herein, you shall be eligible to earn Commission in an amount equal to a percentage of the Net Revenue received by PandaDoc from Referred Customers as further described below during each month for the first twelve (12) months from the Tracking Start Date (“Commission Period”). “Net Revenue” means total gross monies paid by the Referred Customer to PandaDoc, less any chargebacks (and associated fees), credits and refunds, discounts, and taxes. The percentage amount of Commission shall vary depending on the volume of total revenue received by PandaDoc from all of your Referred Customers in a given month, and shall be determined as follows:

3. Earned Commissions will be due and payable to Affiliate on the thirteenth (13th) day of the month following the expiration of the applicable Lock Period (as described below). Payment of earned Commission is contingent on the expiration of the Lock Period without impact to the fees received by PandaDoc from the Referred Customer during such Lock Period. To the extent that PandaDoc receives fees from the Referred Customer during the Commission Period, the date that PandaDoc receives such payment from such Referred Customer during the Commission Period shall be referred to as the “Referred Customer Payment Date”. The “Lock Period” shall mean each period commencing on the Referred Customer Payment Date and continuing thereafter until the 7th day of the second month following the Referred Customer Payment Date. For example, if the Referred Customer Payment Date is March 15th, 2022, then the Lock Period would be from March 15th, 2022 through May 7, 2022, and if the fees received by the Referred Customer are not impacted during the Lock Period, then PandaDoc would pay the applicable Commission on May 13, 2022. If the fees received by PandaDoc by the Referred Customer are impacted during the Lock Period, then the Commission owed the Affiliate hereunder shall be adjusted accordingly as determined by PandaDoc in its sole and absolute discretion. Prior to the Lock Period, PandaDoc reserves the right to adjust the Commission payable to you for any reason, including but not limited to the extent of any reporting errors, charge-backs, fraudulent sales or intentional manipulations of the signup or sale process, or as required for business reasons, all as determined by PandaDoc in its sole and absolute discretion.