Affiliate Program Terms & Conditions

The terms of the Paperpal Affiliate Program (“Agreement”) is a contract between Cactus Communications Services Pte Limited, a company having its corporate office at 20 McCallum Street, #19-01, Tokio Marine Centre, Singapore 069046 including its affiliates (“CACTUS”), and you (“Affiliate Partner” or “You”).

Overview

By accessing, browsing, or otherwise signing up for the affiliate program, you represent that:

You acknowledge that you have read, understand and agree to these terms of use.

You are of a legal age to form a binding contract with CACTUS.

You have the authority to enter into these terms personally or on behalf of the entity you represent. If you do not agree to be bound by these terms, you may not access or sign up with CACTUS.

The “Effective Date” of this Agreement is the date on which you sign up for the Affiliate Program.

In consideration of the terms and conditions set forth below, the parties agree as follows:

Purpose

Subject to the terms and conditions of this Agreement, CACTUS hereby grants to Affiliate Partner during the term a limited, non-transferable, revocable, and non-exclusive right to market and refer the subscription(s) of Paperpal, which is CACTUS’s product (“Paperpal Subscription”), to prospective customers.

Scope of the Referral Process

Referrals:

Affiliate Partner is eligible to receive a referral commission only if Affiliate Partner submits referrals to CACTUS and such referrals become Customers (defined later).

Affiliate Partner shall submit all referrals through the referral URL provided by CACTUS for the same (“Referral Link”).

For abundant clarity, a referral submitted by Affiliate Partner through any other mode of communication, including without limitation, via a phone call or an e-mail, including self-referrals, shall not be considered as a qualified Customer.

Customers shall exclude the following and the Affiliate will be ineligible for a referral commission for such cases as under:

Existing Customers: Referrals who are CACTUS’s existing customers prior to the referral are not eligible to receive referral commission.

Existing Opportunities: Referrals that convert into leads that are materially the same (i.e., same entity) as opportunities that are in CACTUS’s or CACTUS’s resellers' active sales process at the time of the referral or were in process during the ninety (90) days prior to the referral submission, are not eligible for referral commission.

Failure to Follow Process: Referrals where the Affiliate Partner has failed to follow the process set out in this Agreement are not eligible for referral Commission.

Self-Referrals: Referrals referred by Affiliate Partner are not eligible for referral commission where (i) the referred lead is the Affiliate Partner itself or an entity that the Affiliate Partner owns or is an employee in; or (ii) where the referred lead is an affiliate of the Affiliate Partner. If the Affiliate Partner makes a self-referral, CACTUS may, at its discretion, terminate this Agreement and cease paying commissions for such self-referral.

Referral Link: Referrals submitted by the Affiliate Partner without using the Referral Link or before signing up for the Affiliate Program are not eligible to receive any commissions under this Agreement.

Not purchaing Paperpal Subscription: Referrals submitted by the Affiliate Partner that do not purchase the Paperpal Subscription.

Negotiation Rights:

Affiliate Partner agrees not to negotiate terms or make commitments on behalf of CACTUS. CACTUS shall collect the applicable fees for Paperpal Subscription directly from the Customer.

Commission

Commission Rate: The Affiliate Partner will receive a commission of 30% on the net value of Paperpal Subscription purchased by the Customers. Net value of Paperpal Subscription is determined after deducting the applicable taxes and Adjustments specified below. Customers referred by the Affiliate Partner may receive discounts on their purchase of Paperpal Subscription, subject to CACTUS’ sole discretion.

Adjustments: Commission payments are subject to adjustments for any refunds, chargebacks, or discounts applied to the Paperpal Subscription, even after the commission has been disbursed. The final commission payable will reflect the 30% of the net value of the Paperpal Subscription, after deducting applicable taxes, as outlined in the Commission Rate. In the event of adjustments, CACTUS may offset such amounts against future commission payments.

Payment

Payout Threshold: Commissions will be paid once the Affiliate Partner has accrued a minimum of 50 USD.

Payment Methods: Payments will be made via Payoneer or PayPal. The Affiliate Partner must provide accurate payment details and add their billing information to their Trackdesk account, including all mandatory information.

Payment Process

Calculation and Disbursement: CACTUS will calculate the referral commission for each Customer on a monthly basis. The payout will be calculated on the 1st of each month and will only include approved payments, subject to a 31-day on-hold period for transactions. The eligible payments as of the 1st will be processed and disbursed by the 15th of the same month, provided the Payout Threshold of 50 USD is met. Affiliate Partners are not required to raise invoices for their commissions. Instead, Trackdesk will generate self-invoices for each Affiliate Partner on a monthly basis on behalf of each Affiliate Partner. These self-invoices will be available on the Trackdesk portal, and CACTUS will use them to process payments.

The payment of the aforementioned commission shall be subject to applicable deduction of taxes as may be notified by the regulatory authority from time to time.

Referral Commission Refunds:

If CACTUS makes a referral commission payment to Affiliate Partner in error, CACTUS shall be entitled to a refund of the corresponding referral commission payments made to such Affiliate Partner. Affiliate Partners will be required to return the erroneous payments directly to CACTUS via Payoneer or PayPal. CACTUS may, at its discretion, offset such amounts against future commission payments.

Representations and Warranties

Affiliate Partner represents and warrants that it shall:

Not send unsolicited communications, junk email, spam, or other forms of duplicative or unsolicited messages to leads.

Not use banners or links on newsgroups, chatrooms, message boards, banner networks, hit farms, guest books, etc.

Not run any pay-per-click campaigns competing with CACTUS’s advertising activity.

Not have more than one Account with Cactus on Trackdesk.

Use only materials given by CACTUS for Affiliate Partner’s sales and marketing efforts.

Not engage in excessive telemarketing activities for promoting CACTUS Products and/or services.

Not promote CACTUS on sites containing unlawful, hateful, abusive, or pornographic content.

Not promote CACTUS by promoting incentive programs such as cashback, vouchers, retro-commission, or any other derivative incentive programs aiming to offer a lower pricing than CACTUS.

Adhere to CACTUS’s Guidelines located at the URL, and all applicable laws in the performance of its obligations under this Agreement.

Have all the requisite licenses and permits as required under applicable laws and necessary knowledge, skills, expertise and experience, in order to provide the services in terms of this Agreement.

While marketing Paperpal Subscription to customers, you agree not to infringe any third-party IP or proprietary rights.

duly obtain all necessary licenses or assignments to use any third-party copyright or other IP included or reproduced or adapted in the services provided under this Agreement.

Affiliate Partner’s Obligations

Content Creation: As an Affiliate Partner, you agree to create and post original content (“Content”) that promotes Paperpal and/or Paperpal Subscription. Such Content may include, but is not limited to, written, visual, and video content. All Content must be truthful, accurate, and comply with the guidelines provided by CACTUS.

Compliance with Laws: You agree to comply with all applicable laws, regulations, and industry standards, including but not limited to advertising standards and disclosure requirements (e.g., FTC guidelines).

Content Guidelines:

No content should contain offensive, defamatory, or misleading material.

Content must not infringe on the intellectual property rights of any third party.

Content should be aligned with the values and brand image of Paperpal Subscriptions.

Disclosure: You agree to clearly disclose your relationship with CACTUS in every post, as required by law.

Intellectual Property Rights

CACTUS and its licensors retain all right, title, and interest (including all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to CACTUS’s products and/or services.

CACTUS hereby grants Affiliate Partner a non-exclusive, non-transferable, revocable right to display, publicly perform, and publish CACTUS’s trade name, brand name, logo, or trademark (“Marks”) solely with regard to the promotion of the Papepal Subscription to potential customers and in accordance with the terms of this Agreement.

While exercising rights under this license, it shall be the responsibility of Affiliate Partner to ensure that:

The Marks are used only to denote the origin and ownership of CACTUS.

You will comply with CACTUS’s effective policies (current or updated versions thereof) relating to the use of its marks.

It shall not materially modify the marketing materials provided by CACTUS (if any) in any way that causes Affiliate Partner to misrepresent the technical capabilities, features, or functions of the CACTUS products and/or services. It is clarified that Affiliate Partner will not, by virtue of the foregoing license, acquire any right, title, or interest in CACTUS’s Marks or Paperpal Subscription, and all rights thereto are reserved by CACTUS.

By creating and publishing Content, You hereby grant CACTUS a worldwide, perpetual, royalty-free, non-exclusive license to use, reproduce, edit, distribute, and display such content for purposes related to the Affiliate Program, including marketing, promotional campaigns, and internal use. You confirm that:

You hold the rights or have the necessary permissions to create and share such Content.

CACTUS may utilize the Content in various forms, including on its website, social media platforms, and in other marketing communications, without the need for further approval from You.

If you choose to revoke this consent, you must notify CACTUS in writing, though any existing uses of your Content prior to revocation will remain valid.

This consent is granted for the entire term of your participation in the Affiliate Program unless revoked as outlined.

Confidentiality

Affiliate Partner acknowledges that the Confidential Information provided by CACTUS, at all times, be and remain the exclusive property of CACTUS and Affiliate Partner agrees to keep confidential, at all times, all Confidential Information, so as to protect CACTUS’s lawful interests, except as permitted below.

Affiliate Partner shall disclose the Confidential information:

to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the Affiliate Partner’s obligations under this Agreement. Affiliate Partner shall ensure that its employees, officers, representatives or advisers to whom it discloses the Confidential Information comply with this clause. However, the Affiliate Partner will be held responsible for the breach of this clause.

as may be required by law or by order or regulation of a governmental agency or a court of competent jurisdiction provided as far as possible, if it gives prior written notice to CACTUS; or

Affiliate Partner can demonstrate that (a) the disclosed information was at the time of such disclosure to the Affiliate Partner already in (or thereafter enters) the public domain other than as a result of actions of the Affiliate Partner or its personnel in violation hereof; (b) the disclosed information was rightfully known to the Affiliate Partner prior to the date of disclosure to the Affiliate Partner; (c) the disclosed information was received by the Affiliate Partner on an unrestricted basis from a source unrelated to any party to this Agreement and not under a duty of confidentiality to the other Party; or (d) the information was independently developed by the Affiliate Partner without use or reference of the other party's Confidential Information.

Limitation of Liability

In no event will CACTUS be liable to Affiliate Partner or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages (including damages for lost profits, lost revenue, lost data, or other economic damages), even if such damages are foreseeable and whether or not CACTUS has been advised of the possibility of such damages. CACTUS's aggregate liability for any damages arising out of or related to this Agreement, whether in contract, tort, or otherwise, will be limited to the total amount of commissions paid to Affiliate Partner under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim.

Indemnification

Affiliate Partner agrees to indemnify, defend, and hold harmless CACTUS, its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, liabilities, damages, losses, and expenses (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or in any way connected with:

Affiliate Partner's breach of any of its representations, warranties, or obligations under this Agreement.

Affiliate Partner's negligence or willful misconduct.

Affiliate Partner's violation of any applicable laws, rules, or regulations.

Any claims by third parties arising out of or related to the marketing, sale, or use of the CACTUS products and/or services by Affiliate Partner.

Term and Termination

This Agreement will commence on the Effective Date and will continue until terminated by either party in accordance with this section.

Termination for Convenience:

Either party may terminate this Agreement for any reason by providing thirty (30) days' prior written notice to the other party.

Termination for Cause:

CACTUS may terminate this Agreement immediately upon written notice to Affiliate Partner if:

Affiliate Partner breaches any material term or condition of this Agreement and fails to cure such breach within ten (10) days after receiving written notice thereof from CACTUS.

CACTUS determines, in its sole discretion, that Affiliate Partner's actions or omissions have caused or are likely to cause harm to CACTUS's reputation or business.

Affiliate Partner becomes insolvent, makes an assignment for the benefit of creditors, or files or has filed against it a petition for bankruptcy or reorganization.

Effect of Termination:

Upon termination of this Agreement for any reason:

All rights and licenses granted to Affiliate Partner under this Agreement will immediately cease.

Affiliate Partner will immediately cease all marketing, promotion, and sales activities related to CACTUS products and/or services.

Affiliate Partner will immediately return or destroy all Confidential Information and other materials provided by CACTUS under this Agreement.

Any outstanding commissions owed to Affiliate Partner will be paid within thirty (30) days after the effective date of termination, provided that such commissions are for Customers made prior to the termination date.

Disclaimer

CACTUS may provide links or access to third party software or services. The use of any such third-party software and services are governed by the terms of the third-party provider and are binding on Affiliate Partner. CACTUS does not provide any warranties and has no liability or obligations to the Affiliate Partner, with respect to usage of such third-party software and services including the Trackdesk Account created by the Affiliate Partner.

Data Protection

The Parties (i) comply with all applicable data protection and privacy laws; (ii) comply with all standards that relate to data protection and privacy laws and the privacy and security of personal information; (iii) refrain from any action or inaction that could cause breach of any data protection and privacy laws; (iv) do and execute, or arrange to be done and executed, each act, document and thing they deem necessary in their business judgment to keep them compliant with the data protection and privacy laws; (v) immediately report theft or loss of personal information.

Covenant not to solicit

During the term and for a period of 6 (six) months thereafter (“Restricted Period”), the Service Provider shall not, without the written permission of CACTUS, directly or indirectly (i) solicit, employ or retain, or have or cause any other person or entity to solicit, employ or retain, any person who is employed, engaged or retained by CACTUS ("Employee”); (ii) encourage any Employee not to devote his or her full business time to CACTUS; or (iii) agree to hire or employ any Employee.

During the Restricted Period, the Service Provider shall not solicit or contact any entity which is or was during the 6-month period prior to such solicitation or contact, a client or supplier of CACTUS (“Client/Supplier”), with a view to inducing or encouraging such Client/Supplier to discontinue or curtail any business relationship with CACTUS. The Service Provider shall not request or advise any such Client/Supplier to withdraw, curtail or cancel its business with CACTUS.

Anti-corruption and Anti-bribery:

The Parties hereby agree that, in connection with this Agreement they will, (including but not limited to their respective officers, employees, affiliates and any other persons who perform/obtain Services for them or on their behalf in connection with this Agreement), shall comply fully, at all times, with all applicable law and regulations enacted to combat bribery and corruption in each jurisdiction in which such Parties conduct business with each other.

Miscellaneous

Independent Contractors: The parties are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, or agency relationship between them. Neither party will have any authority to bind the other party in any way.

Entire Agreement: This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

Amendments: CACTUS reserves the right, at any time, to modify, suspend, or discontinue the Affiliate Program or any Service or Product or any part thereof without notice.

Governing Law: This Agreement will be governed by and construed in accordance with the laws of Singapore, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in Singapore, and the parties hereby consent to the personal jurisdiction and venue therein.

Dispute Resolution & Arbitration: In the event of a dispute, difference or claim arising out of or in connection with this Agreement, including any difference on the interpretation of this Agreement, or any question regarding its existence, validity or termination (“Dispute”), the Parties shall try and resolve the Dispute amicably.

If the Parties are not able to arrive at a settlement on some or all of the issues relating to the Dispute raised within a period of 30 (thirty) days from the date of the notice, (or within such further time as both Parties agree in writing), the conciliation process will be taken as having failed and such Dispute shall be finally settled by arbitration of a sole arbitrator appointed mutually by the Parties. The place of arbitration shall be Singapore and all the arbitration proceedings shall be conducted in the English language. The law governing the arbitration shall be of Singapore. Judgment upon any arbitral award rendered hereunder may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The costs of the arbitration shall be borne by the disputing parties in such manner as the arbitrator shall direct in its arbitral award.

Notices: All notices required or permitted under this Agreement will be in writing and will be deemed given when delivered personally, sent by certified or registered mail (return receipt requested), or sent by recognized express courier service or sent via email, to the other party at its address set forth above or at such other address as such party may specify by notice to the other party.

Assignment: Affiliate Partner may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of CACTUS. Any attempted assignment or transfer in violation of this section will be null and void.

Waiver: The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. Any waiver must be in writing and signed by the party granting the waiver.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the parties will negotiate in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that most closely approximates the intent of the original provision.

Force Majeure: Neither party will be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) due to circumstances beyond its reasonable control, including but not limited to acts of God, war, epidemic, pandemic, terrorism, strikes, labor disputes, natural disasters, and interruptions in telecommunications or internet services.

Survival: Confidentiality, Intellectual Property Rights, Data Protection, Covenant Not to Solicit, Indemnity, Dispute Resolution and Arbitration, and Governing Law and Severance, and this clause shall survive the termination or expiry of this Agreement.

Definitions

“Affiliate Program” means the program initiated by CACTUS where entities and persons who sign up as Affiliate Partners are required to market and refer Paperpal Subscription to prospective customers in consideration for a commission from CACTUS.

“Confidential Information” shall include, without limitation, any non-public information which is communicated to the Service Provider in writing, orally, visually, electronically or in any other form, relating to:

the past, present and prospective employees, staff, personnel, affiliates, contractors, vendors, suppliers, consultants, agents, collaborators, customers of CACTUS and other third parties dealing with CACTUS.

the affairs, business, dealings, transactions, management, operations, programs, applications, services, finances, financing sources, restructuring and investment deals, budgets, prices, plans, studies, strategies, statistics, tests, forecasts, analysis, targets, compilations, regulatory filings, agreements, negotiations, properties, systems and policies of CACTUS.

the products, processes, devices, software, hardware, servers, websites, computer programs, codes, designs, drawings, lists, discs, photographs, copyrightable materials, technical and other forms of data, engineering information, marketing information, research, patents, technologies, ideas, discoveries, methods, techniques, formats, flowcharts, algorithms, models, prototypes, samples, trade secrets, know-how, improvements and all forms of Intellectual Property of CACTUS.

the information technology equipment, processes, solutions, platforms, systems (including security systems) and policies of CACTUS.

all the correspondence exchanged between the Parties for the purpose of or during the term of this Agreement.

any other information concerning CACTUS which Service Provider has or may have access to during the course of or for the purpose of providing services under this Agreement and which is not in the public domain.

“Customer” means an individual or entity who has utilised the Referral Link to procure the Paperpal Subscription subject to the terms of this Agreement and pursuant to the Affiliate Partner’s marketing and promotional activities.

“Intellectual Property Rights” or “IP” shall mean and include all and any intellectual property rights of any kind and rights, title and interest of a like nature wherever and whenever arising in respect of or in connection with, including, without limitation, any trademarks, service marks, label marks, trade names, internet domain names, patents, designs, copyright (including rights in computer software, algorithms, programs (including source code, application graphic user interface), database, utility models, rights in know-how, trade secrets, confidential and proprietary information, written materials, ideas, plans and policies, documentation, sales strategies, customer database, employees, marketing plans, business plans, financial and personnel information and other intellectual property rights however designated and, in each case whether registered or unregistered, all applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world.

“Trackdesk Account” means the account created by the Affiliate Partner on Trackdesk with CACTUS which it uses to realize the commissions paid under this Agreement.