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Smart Management

Affiliate Program Terms & Conditions

Overview

These Affiliate Program Terms & Conditions (“Agreement”) govern participation in the Smart Management Property Management Software Affiliate Program (“Program”) operated by SM Property Manager LLC, an Ohio limited liability company (“Company,” “we,” “us,” or “our”). By applying for or participating in the Program, you (“Affiliate,” “you,” or “your”) agree to comply with and be bound by these terms.

Eligibility

Participation is open to individuals and organizations who:

Are at least 18 years of age;

Operate in compliance with all applicable laws and advertising regulations and requirements arising in connection with the Program, including compliance with the terms and conditions for use of Tapfiliate; and

Have been approved in writing by the Company prior to any activity of an affiliate described below. To avoid doubt, but without limiting the approval scope rights of the Company, promotional content mentioning “Smart Management” or “Telico” or the Company or property thereof, must be pre-approved in writing. The Company reserves the right to request modification or removal of any noncompliant material.

We reserve the right to accept or reject any application at our sole discretion.

Program Description

The Program allows approved Affiliates to earn referral commissions for introducing new paying customers, excluding any parties who, directly or indirectly by common ownership or management, are already paying subscribers to the Smart Management Property Management Software (the “Software”), on a waiting list to become a subscriber, already affiliated with the Company or its founding members, already introduced by someone else, or otherwise by circumstance do not constitute a “new” lead in the sole opinion of the Company (“New Customer”).

Referral Tracking

Referrals are tracked using Tapfiliate technology (or any successor platform used by the Company). A referral is credited to an Affiliate when a New Customer signs up using the Affiliate’s unique referral link or code. Tracking relies on cookies; the Company is not responsible for referrals not properly tracked due to browser settings, cookie deletion, or user error, or any other reason resulting in lack of notice to the Company.

Commission Structure

Affiliates will earn two dollars and fifty cents ($2.50) USD for every five dollars ($5.00) received from active, paying units per month, and only upon said account’s payment being received in full for the applicable pay period by the Company, for up to 12 months (being those 12 months falling consecutively from from the date the New Customer begins paying for the use of the Software) or until the New Customer discontinues payment for or proper use of the Software. Commissions are only generated from active, paying New Customers. No commissions are paid for free trials, test accounts, or cancelled accounts. Earned payments shall be released to Affiliates in good standing with this Agreement on a calendar year quarterly basis. In addition to the foregoing, you may, as part of your affiliate marketing, offer potential New Customers a discount for their first twelve (12) months of Software use costs owed to the Company, which discount can be up to fifty cents ($0.50) for every five dollars ($5.00) so owed to the Company; provided, however, that such a discount shall be subtracted from your commission and retained by the Company.

Payment Terms

Provided that the Affiliate’s total payable balance meets the minimum payout threshold of $50 USD, payments are made via the payment method available through Tapfiliate (or any future affiliate platform, as determined by the Company). Unless otherwise indicated by notice from the Company, all payments will be made in USD via electronic transfer. Affiliates are responsible for any tax obligations arising from the Program and must submit a completed Form W-9 or W-8BEN before receiving payments.

The Company reserves the right to withhold or adjust commissions in cases of refunds, chargebacks, or suspected fraudulent activity or failure to comply with this Agreement. For example, but without limitation, in the event of a New Customer refund or chargeback, the related commission shall be deducted from the next payout or invoiced to the Affiliate if no future payments remain.

Marketing Guidelines

Affiliates agree to:

Accurately represent Smart Management’s products and services;

Avoid false, misleading, or deceptive claims;

Comply with all applicable regulations and laws; and,

Obtain prior written approval before using trademarks, logos, or creative assets or otherwise acting as an affiliate of the Company, and comply with any terms of such approval.

Affiliates may not:

Use spam, unsolicited emails, or misleading links;

Create or operate websites that misrepresent or compete with the Company or its Software;

Offer incentives, discounts, or rebates without written approval;

Engage in any conduct deemed fraudulent or harmful to the Company or its Software; or,

Bid on Company trademarks, brand names, or variations thereof in any paid advertising, including Google Ads, Facebook, or similar platforms.

Termination

The Company may suspend or terminate an Affiliate’s participation at any time, with or without cause. Upon termination, all rights to unpaid commissions are forfeited if the termination is due to violation of these terms or fraudulent or other bad faith activity, as determined by the Company.

Modification and Platform Changes

The Company reserves the right to modify or update this Agreement, including without limitation commission rates, discounts or any other Program structure or terms and conditions at any time. Updates will be posted within the affiliate portal or sent via email. Continued participation after any change constitutes acceptance of the updated terms. The Company also reserves the right, at its sole discretion, to change or migrate to a different affiliate tracking or payment platform (for example, from Tapfiliate to PartnerStack or any other system) at any time. If such a change occurs, affiliates will be notified, and all tracking, commission calculations, and payouts will be governed by the new platform’s systems and rules, which you agree to abide by.

Independent Contractor Status

Affiliates are independent contractors and not employees, partners, or agents of the Company. No employment, joint venture, or agency relationship is created by this Agreement. Participation in the Program does not grant any ownership, partnership, or equity interest in the Company, Telico Inc., or their respective property or interests.

Property Rights

Notwithstanding anything herein to the contrary, with respect to any Affiliate who is admitted to the Program, it is hereby agreed that all feedback or other communications of any nature whatsoever - including, without limitation, any ideas, concepts, code, documentation, data, feedback, content, designs, trademarks, trade dress, methods, processes, improvements, or other intellectual property, tangible or intangible, provided, developed, conceived, or reduced to practice by such person, individually or jointly with others, in connection with or arising out of participation in the Program or any use of the Telico Core Software, PM Software Asset, or Smart Management Solutions platform in general, without regard as to whether the same acts or contributions occurred before or during or after participation in the Program, or was contributed by the Affiliate directly or indirectly through any employee, agent, or other affiliates acting in the connection with the Affiliate, shall constitute a transfer to the Company of all rights in said feedback or communication and be sole and exclusive property of the Company or Telico Inc., as applicable; it being understood that such feedback is encouraged by the Company and the transfer of said rights to the Company is intended by the parties hereto to be considered valuable consideration for the Company underlying this Agreement.

Therefore, each such person shall, by their participation in the Program or otherwise by being bound by these terms, irrevocably assign, transfers, and conveys to the Company or Telico Inc., as applicable, any and all right, title, and interest in and to any and all such contributions, including all intellectual property and proprietary rights therein, and agrees to execute such further documents and instruments, and to take such further actions, as may be reasonably necessary to effectuate or confirm such ownership by the Company or Telico Inc.

Confidential & Non-Solicitation

Each Affiliate acknowledges that, through participation in the Program or otherwise in connection with the Company, Telico Inc., or the Software, including without limitation the Telico Core Software, the PM software Asset, or the Smart Management Solutions platform in general, they may receive or have access to confidential, proprietary, or trade secret information of the Company, Telico Inc. (“Confidential Information”).

Confidential Information includes, without limitation, all non-public technical, financial, business, operational, software, code-base, client, or marketing information, and any know-how, data, or other materials relating to the PM Software Asset, its architecture, design, state-machine logic, or other proprietary systems and processes, whether disclosed orally, visually, electronically, or in writing, and whether or not marked as “confidential.”

Each Affiliate agrees as follows:

a. Non-Disclosure and Non-Use.

No Affiliate shall, during or after participation in the Program, disclose, reproduce, summarize, or use any Confidential Information for any purpose other than in direct furtherance of the Company’s business or as expressly authorized in writing by the Company.

b. Return or Destruction.

Upon cessation of participation, or at the Company’s request at any time, each Affiliate participant shall promptly return to the Company or destroy all materials containing or derived from Confidential Information, including all notes, summaries, data, or digital files in their possession or control.

c. Continuing Obligation.

The obligations set forth under the Program, to the extent it represents an interest of the Company or Telico Inc., shall survive termination of participation in the Program, withdrawal or removal as an Affiliate, and any other cessation of relationship with the Company, and shall continue indefinitely with respect to trade secrets and for a period of ten (10) years with respect to all other Confidential Information.

d. Equitable Relief.

Each Affiliate acknowledges that any breach of this Section would cause the Company immediate and irreparable harm (either directly or by breach of the Company’s obligations to Telico Inc.) for which monetary damages would be inadequate. Accordingly, the Company shall be entitled to equitable relief (including injunctions and specific performance) in addition to any other remedies available at law or in equity.

Affiliate shall not, during the term of this Agreement and for one (1) year thereafter, solicit or attempt to solicit any employee, contractor, or client of the Company or Telico Inc. for any purpose competitive with the Company’s business

Limitation of Liability

The Company makes no express or implied warranties regarding the Program or the Software. Our total liability for any claim related to this Agreement shall not exceed the total commissions paid to the Affiliate during the six (6) months preceding the event giving rise to the claim, even if no such commissions were paid. Affiliate agrees to indemnify, defend, and hold harmless the Company, Telico Inc., and their officers, employees, and agents from any claims, damages, or expenses arising from, or in any way in connection with, Affiliate’s participation in the Program.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict-of-law principles.

Acceptance

By submitting an application or participating in the Program, you acknowledge that you have read, understood, and agree to be bound by these Terms & Conditions.

[d]We are following their assignment of the referral.  But we should probably specify whether it's first click or last click...

Affiliate should agree to submit to this assignment process and no dispute is possible and SM Property Manager LLC takes on no liability for mis-assignment.  

Are there any flow through provisions based on Tapfiliate agreement that needs pushed through?

perhaps we should change this to a 60% rev share on anticipated $5 software fee / unit / month fee.  Where as any discount fee is subtracted from this amount and associated rev share.

Here's some suggested wording

The Affiliate shall be entitled to a revenue share equal to 60% of the Base Subscription Fee, anticipated Base Subscription Fee shall be $5/unit/month less Monthly Discount Codes, actually received by SM Property Manager LLC from Qualified Customers directly referred by the Affiliate.