Roofr Affiliate Program
Terms & Conditions

When you sign up to be an Affiliate Partner or participate in any Affiliate Program activities, you agree to be bound by the following Affiliate Program Agreement (the “Agreement”). The Agreement is between you (the “You” or “Affiliate Partner”) and Roofr, Inc. (“Roofr”). Roofr and Partner are referred to individually in this Agreement as a “Party”, and together, the “Parties”. You can review the current version of this Agreement at any time at https://roofr.com/affiliate-terms. Roofr reserves the right to update and change the Agreement by posting the updated Agreement at the link above. You agree that You will be bound by the current version of the Agreement that is posted at the link above. You are advised to check the Agreement from time to time for any updates or changes that may impact You. 

By agreeing to participate in the Affiliate Program, You agree and accept all of the terms and conditions contained in this Agreement as well as Roofr’s other policies, including but not limited to Roofr’s Terms and Conditions and Privacy Policy. 

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RECITALS:‍

A. Roofr operates a proprietary business management services platform targeted towards businesses providing roofing-related products and services (“Services”) to new, potential and existing customers of Roofr (“Customers”).

B. Roofr offers a program through which participants may market and promote the Services on such participant’s platforms with the goal of securing subscriptions to the Services for the benefit of Roofr (the “Affiliate Program”).

C. Referral Partner desires to participate in the Affiliate Program.

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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1. ENGAGEMENT‍

1.1 Roofr hereby engages Affiliate Partner, and Affiliate Partner hereby accepts such engagement, to act as a non-exclusive independent contractor to market and promote Services regarding sales of the Services to Customers during the Term, solely in accordance with the terms and conditions of this Agreement.

1.2 The prices, terms, and conditions under which Roofr offers or sells the Services shall be determined by Roofr, in its sole discretion. Roofr shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of Services. Nothing in this Agreement shall obligate Roofr to actually offer or sell the Services or consummate any transaction with any Customer. Roofr may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of Services with no liability or obligation to pay compensation to Partner under this Agreement.

1.3 Title to all Services and all modifications thereof made by Roofr shall be and remain in Roofr. Roofr reserves the right to change the Services at any time in its sole discretion. 

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2. GENERAL OBLIGATIONS OF AFFILIATE PARTNER

2.1 The Affiliate Partner’s responsibilities, obligations and the procedures to be complied with are as set out in this Section 2.1.

(i) To become an Affiliate Partner, You need to complete and submit the online application form. You must provide your name, a valid email address, and any other information requested in order to complete the signup process. Your login may only be used by one person – a single login shared by multiple people is not permitted. Once You have signed up for the Affiliate Program, You will be assigned a unique URL (an “Affiliate Link”). You are permitted to place links, banners, or other graphics with your Affiliate Link on your site, in your emails, or in other communications, in accordance with this Agreement. You will earn Referral Fees only with respect to sign-ups on the Roofr website site occurring directly through your Affiliate Link, as further described in Section 5 hereof.

(ii) Your site is unsuitable for our Affiliate Program if it promotes illegal activities, violence, discrimination based on any ground, incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights, or to violate the law, or is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to Roofr. Roofr reserves the right to deny an Affiliate Partner’s application or terminate an Affiliate Partner’s engagement and participation in the Affiliate Program at any time in its sole discretion.

(iii) You are forbidden to create or design your website, social network profile or any other profile in a manner which resembles Roofr’s website, or which leads Customers to believe You are Roofr.

(iv) As a member of the Affiliate Program, You will have access to an Affiliate Program account and Dashboard on PartnerStack, where You can monitor your referral’s subscriptions and payments that You have earned. 

(v) You are responsible for maintaining the security of your account and password on PartnerStack. Roofr cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

(vi) "Spamming" or unsolicited commercial emails are unacceptable to us and could cause damage to Roof’s name. You may send emails to your users to promote Roofr as long as the recipient is a customer or subscriber of your services or website, and recipients have the option to unsubscribe. At all times, You must clearly represent yourself as independent from Roofr. If You are promoting Roofr in a manner that is not acceptable to us, Roofr may immediately terminate your engagement and participation in the Affiliate Program.

(vii) You shall not use any online advertising services (i. e. Google AdWords, Bing Ads, etc.) to promote Roofr or act on Roofr’s behalf. 

(viii) You shall not use any technologies to abuse our Affiliate Program, including, but not limited to, applications that causes the overwriting of affiliate commission tracking cookies; intercept searches to redirect traffic through an installed software; set commission tracking cookies, hidden links, deceptive redirecting links, or automatic pop-ups that open Roofr’s site.

(ix) You shall not run ads leading directly, or redirecting automatically, to Roofr’s website or any subpages or subdomains, including affiliate or confusingly similar links.

(x) You are permitted to use advertising methods to drive traffic to their own content or offerings. However, You strictly prohibited from using these advertising methods to directly promote or link to Roofr’s website or any subpages or subdomains, including affiliate or similar links.

(xi) You will not use your Affiliate Link directly in any pay-per-click advertising.

(xii) You are prohibited from referring your own businesses solely to earn commissions. Referrals must be genuine and involve external entities that align with Roofr’s objectives. Violation of this provision may result in account suspension, termination, and forfeiture of self-referral commissions.

(xiii) You shall follow best practices in promoting the Roofr services as specified by Roofr from time to time. You shall follow any and all Roofr brand guidelines and other brand guidelines provided to You by Roofr from time to time. 

(xiv) You shall not engage in any activity or transaction involving the marketing, promotion, advertising, sale or the solicitation of sale of the Services that violates any applicable law.

2.2 Affiliate Partner shall at its own expense maintain all certifications, credentials, licenses and permits necessary to conduct its business relating to its obligations under this Agreement. During the Term, Roofr may request a copy of the documents referred to in this Section 2.2, and Affiliate Partner agrees to provide a copy of same to Roofr.

2.3 Notwithstanding anything to the contrary in this Agreement, Affiliate Partner shall not and shall procure its directors, officers, agents, employees, or subcontractors (together, the “Affiliate Partner Personnel”) shall not, directly or indirectly:

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(i) incur, or purport to incur, any liability or commitment on behalf of Roofr;
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(ii) make any representations, warranties, guarantees, indemnities, similar claims or other commitments:

  (A) actually, apparently or ostensibly on behalf of Roofr; or

  (B) to any Customer regarding the Services, which representations, warranties, guarantees, indemnities, similar claims or other commitments are inaccurate, additional to or inconsistent with the representations, warranties, guarantees, indemnities, similar claims or other commitments set out in this Agreement or any written documentation provided by Roofr to Affiliate Partner for use in respect of this Agreement;

(iii) engage in any unethical, unfair, anti-competitive, misleading or deceptive practices respecting the Services, including any disparagement about any person, or such person’s products, services or business;
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(iv) otherwise intentionally cause harm to Roofr’s good name and business reputation; or
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(v) act in any manner contrary to this Agreement.
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3. GENERAL RIGHTS AND OBLIGATIONS OF ROOFR

3.1 Roofr may provide Affiliate Partner with pre-made creative assets in PartnerStack to assist Affiliate Partner with its successful participation in the Affiliate Program. Affiliate Partner may be provided with a unique URL and may also have the ability to add trading codes to see which links perform well during a certain period of time.

3.2 Roofr shall have the right to monitor your website, online content and/or social networks at any time to determine if You are in compliance with this Agreement.

3.3 Roofr shall not be liable with respect to any failure by Affiliate Partner or someone Affiliate Partner refers to use the Affiliate Link correctly, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to You pursuant to this Agreement.

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4. INDEPENDENT CONTRACTOR

4.1 Affiliate Partner is an independent contractor under this Agreement.

4.2 Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties or an employee/employer relationship. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement or undertaking with any Customer or other third party.

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5. REFERRAL FEE AND PAYMENT TERMS

5.1 Subject to compliance with the terms hereof, Roofr shall pay to the Affiliate Partner referral fees (“Referral Fees”) for each subscription made through the Affiliate Partner’s Affiliate Link by a new subscriber who has not previously subscribed for Roofr services (“Referred New Subscriber”) as follows:

(i) An initial commission of $50 upon the first subscription payment made by a Referred New Subscriber (the “Initial Commission”). The Initial Commission shall be paid per Referred New Subscriber by the 13^th day of the second month following the date the initial subscription payment is made by Referred New Subscriber.

(ii) A retention commission for each Referred New Subscriber when such Referred New Subscriber’s subscription plan remains active and all applicable subscription fees are paid by such Referred New Subscriber for three consecutive months, as follows:

  (A) $75 for “Pro” plan Referred New Subscribers; 

  (B) $150 for “Premium” plan Referred New Subscribers; and

  (C) $300 for “Elite” plan Referred New Subscribers. 

(the “Retention Commission”)

(iii) The Retention Commission shall be based on the subscription plan type (i.e., Pro, Premium or Elite) the Referred New Subscriber is subscribed to at the time such Referred New Subscriber pays its third consecutive month’s subscription payment. 

(iv) The Retention Commission shall be paid per Referred New Subscriber by the 13^th day of the second month following the date the Referred New Subscriber’s third consecutive month’s subscription payment is made.

(v) Refund requests by a Referred New Subscriber for the first month of such Referred New Subscriber’s subscription will void any Referral Fees payable to the Affiliate Partner in respect of such Referred New Subscriber. Refund requests by a Referred New Subscriber for the second or third month of such Referred New Subscriber’s subscription will void any Retention Commissions payable to the Affiliate Partner in respect of such Referred New Subscriber.

5.2 Any Referral Fee(s) shall be paid to Affiliate Partner through the Affiliate Partner’s account in PartnerStack. It is the responsibility of the Affiliate Partner to ensure its banking information is entered into and current on PartnerStack. Roofr shall not be responsible for any payments not received by Affiliate Partners due to an Affiliate Partner not correctly setting up its banking information in PartnerStack.

5.3 The Referral Fee shall be inclusive of federal, state, provincial, local, or other governmental sales, goods and services, harmonized or other taxes, fees, or charges imposed by a government authority (“Taxes”).

5.4 The Affiliate Partner shall report and remit all Taxes that arise from the Referral Fee. Notwithstanding the foregoing, Roofr may withhold from the Referral Fee any amounts required to be withheld by the appropriate government authority, provided that Roofr shall remit such amounts to the appropriate government authority on behalf of Affiliate Partner and shall supply with evidence of such payment.
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6. INTELLECTUAL PROPERTY RIGHTS

6.1 Subject to the terms and conditions of this Agreement, during the term of this Agreement, Roofr hereby grants to Affiliate Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Roofr Trademarks for the sole purpose of marketing and promoting Roofr and its products and Services in accordance with the terms and conditions of this Agreement. Affiliate Partner will promptly discontinue the display, reproduction or use of any Roofr Trademarks or change how a Roofr Trademark is displayed, reproduced or used when instructed by Roofr.

6.2 Affiliate Partner agrees that: 

(i) any and all Roofr Trademarks are the sole and exclusive property of Roofr or its licensors;

(ii) Affiliate Partner shall acquire no ownership interest in any of the Roofr Trademarks under this Agreement;

(iii) any goodwill derived from the use by Affiliate Partner of Roofr Trademarks or other Roofr Intellectual Property inures solely to the benefit of Roofr or its licensors;

(iv) Affiliate Partner shall use the Roofr Trademarks solely to perform its obligations under this Agreement and only in accordance with this Agreement and the instructions of Roofr;

(v) The goods and services provided by Affiliate Partners in association with the Roofr Trademarks shall be of a character and quality approved by Roofr and Roofr shall have the right to inspect same at any time;

(vi) Affiliate Partner will use the Roofr Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Roofr from time to time and made available to Affiliate Partner in the PartnerStack platform; 

(vii) Affiliate Partner will not, now or in the future, apply for or contest the validity, of any Roofr Trademarks, nor challenge Roofr’s ownership or rights in any Roofr Trademarks; and

(viii) Affiliate Partner will not, now or in the future, apply for or use any term or mark confusingly similar to any Roofr Trademarks.

6.3 As used herein:

(i) “Intellectual Property” means all (i) patents, patent disclosures, and inventions (whether patentable or not), (ii) trademarks, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, (iii) copyrights and copyrightable works (including software code), and rights in data and databases, (iv) trade secrets, know-how, and other confidential information, (v) industrial designs and design rights, and (vi) all other intellectual property rights, in each case whether registered or unregistered, and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

(ii) “Roofr Trademarks” means trade-marks, service marks, trade dress, trade names, brand names, logos, trade dress, corporate names and domain names and other similar designations of source, sponsorship, association or origin, of Roofr, together with the goodwill in connection with the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.

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7. TERM AND TERMINATION

7.1 This Agreement begins on the Effective Date and continues until terminated under this Section 7 (the “Term”).

7.2 This Agreement may be terminated:

(i) by either Party, for any or no reason, at any time upon giving thirty (30) days prior written notice; or

(ii) by Roofr, immediately if Affiliate Partner is not in compliance with any term of this Agreement in any manner whatsoever. 

7.3 On termination of this Agreement, all licenses granted by one Party to the other Party hereunder shall terminate and each Party shall immediately crease the use of and return to the other as soon as possible all copies of the other Party’s property and materials (including any Intellectual Property and confidential information) in its possession or control.

7.4 Notwithstanding any other provision, the Term’s termination does not affect any rights or obligations that:

(i) are to survive the termination of this Agreement; or

(ii) were incurred by the Parties before the termination.

7.5 Upon termination of this Agreement, Roofr shall pay any Referral Fees accrued but unpaid within 90 days of the date of termination.

7.6 Each Party acknowledges and agrees that neither Party shall have any expectations that such Party’s business relationship with the other Party will continue for any minimum period or that a Party shall obtain any anticipated amount of profits by virtue of this Agreement. Neither Party shall be liable to the other Party, for any termination of this Agreement, for compensation, reimbursement, or damages on account of the loss of prospective profits or on account of expenditures or commitments in connection with the business or goodwill of the other Party.

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8. REPRESENTATIONS, WARRANTIES AND COVENANTS

8.1 Affiliate Partner covenants and agrees that it will not make, and Roofr shall not be bound by, any offer, acceptance, representation, warranty, or affirmation of fact to any Customer or third party respecting the Services, including the performance thereof.

‍8.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ROOFR MAKES NO REPRESENTATIONS AND GIVES NO WARRANTIES OR CONDITIONS WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY DISCLAIMED.

8.3 Notwithstanding anything to the contrary in this Agreement, Affiliate Partner shall not and shall procure its directors, officers, agents, employees, or subcontractors to not, directly or indirectly during the Term and for a period of twenty-four (24) months after the termination of the Agreement either on such Party’s own behalf or on behalf of, or in partnership, jointly or in conjunction with, any other person, solicit any Customers of Roofr to transfer any business from Roofr to any other person or cease doing business with Roofr or alter in any manner the method of doing business with Roofr, provided that this restriction shall not apply to general advertisements for goods and services not targeted to Customers of Roofr.

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9. INDEMNIFICATION AND LIMITATION OF LIABILITY

9.1 Affiliate Partner (the “Indemnifying Party”) will, at its own expense, indemnify, defend and hold harmless Roofr (the “Indemnified Party”) and the Indemnified Party’s directors, officers, agents, employees, representatives, successors and permitted assigns (together with the Indemnified Party, the “Indemnitees”) from and against any losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (“Losses”), relating to any claim of a third party or of the Indemnitees arising out of or in connection with:

(i) the failure of Affiliate Partner to comply with any of the terms of this Agreement;

(ii) the gross negligence or willful misconduct of Indemnifying Party;

(iii) any failure by Indemnifying Party (or by any of its directors, officers, agents, employees, representatives) to comply with any applicable federal, provincial, or territorial laws, regulations or codes in the performance of the obligations under this Agreement.
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10. GENERAL PROVISIONS

10.1 Currency. All references to dollars or “$” herein are references to United States Dollars. 

10.2 Insurance. During the Term of the Agreement, Affiliate shall, at its sole cost and expense, maintain in full force and effect adequate insurance to protect against incidents/claims arising out of its own activities/responsibilities assumed under this Agreement. The insurance required under this Agreement are minimum requirements and will not restrict, diminish, or Affiliate Partner’s indemnity or liability obligations found elsewhere in this Agreement.

‍10.3 Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at, in the case of Roofr, to [email protected] and, in the case of Affiliate Partner, at the email address set forth in its PartnerStack profile.

10.4 Assignment. Neither Party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party, except that, Roofr, may assign this Agreement to any party that acquires all or substantially all of its business by merger, sale of stock or assets, or otherwise or to an affiliate of Roofr, with notice to Affiliate Partner. Subject to the foregoing limits on assignment and delegation, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns.

‍10.5 Waiver. No waiver by any party of any provision hereof is effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party will operate or be construed as a waiver regarding any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise thereof or exercising any other right, remedy, power or privilege.

‍10.6 Amendment and Modifications. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party.

‍10.7 Entire Agreement. This Agreement, together with the attached Schedules, contains the whole of the agreement between the parties about the matters provided for herein and there are no collateral or precedent representations, agreements or conditions not specifically set forth herein and none have been relied on by either party as an inducement to enter this Agreement.

10.8 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will affect no other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

10.9 Survival. The confidentiality requirements, ownership, and proprietary rights, disclaimers, indemnification obligations, limitations of liability, and general provisions in this Agreement shall survive the expiration or termination of this Agreement.

10.10 Governing Law. The Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule of the Province of Ontario or of any other jurisdiction. Any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby may be instituted in the courts of the province of Ontario, and each Party irrevocably submits exclusively to the jurisdiction of such courts in any such action or proceeding.

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