Below are the terms and conditions of ServiceM8’s affiliate program for creators, affiliates and/or ambassadors. This agreement is separate to ServiceM8’s standard Terms of Service and Privacy Policy.
This Affiliate Program Agreement ("Agreement") is entered into by and between ServiceM8 Pty Ltd ("ServiceM8") and the individual or entity ("Affiliate") agreeing to these terms. By submitting an application to join ServiceM8’s affiliate program and become an affiliate for ServiceM8, Affiliate agrees to be bound by the terms and conditions set forth in this Agreement.
1.1 Affiliate represents and warrants that it is either a legal entity or, if an individual, that he/she is over the age of 18 and free and has the full right and authority to enter into this Agreement and grant the rights herein.
1.2 Affiliate further represents and warrants that it will perform its obligations under this Agreement with reasonable care, diligence, and expertise.
1.3 Affiliate acknowledges that it has independently evaluated the desirability of participating in ServiceM8’s affiliate program and is not relying on any representations or statements other than those set forth in this Agreement.
1.4 Affiliate acknowledges it is not a party to any of ServiceM8’s terms and/or agreements existing between ServiceM8 and customers referred to ServiceM8 by the Affiliate. Therefore, Affiliate shall have no rights in respect thereof.
1.5 Affiliate represents and warrants that it is not the subject of sanctions regulations or on any country's sanctioned parties lists;
1.6 Affiliate represents and warrants that the information Affiliate provides in connection with the ServiceM8 affiliate program under this Agreement is true, accurate and complete;
1.7 Affiliate represents and warrants that participation in the ServiceM8 affiliate program will not constitute a conflict of interest or breach of any agreement, rule, guideline, or policy applicable to Affiliate’s relationship with any previous or contemporaneous employer, academic institution, or any other party;
1.8 Affiliate represents and warrants that Affliate’s content is free and clear of liens or other third-party claims; and
1.9 Affiliate represents and warrants that and use of Affliate’s content as authorised herein will not give rise to any claims, damages, liabilities, costs, and expenses (including but not limited to claims of infringement, invasion of privacy or publicity, claims for payment of any monies such as re-use fees or residuals).
2.1 Affiliate shall not make any unauthorized, false, misleading, or illegal statements in connection with this Agreement or their participation in ServiceM8’s affiliate program.
2.2 Affiliate shall not engage in, solicit, accept, or maintain any customers who engage in illegal or deceptive trade practices or any other behavior prohibited by this Agreement.
2.3 Affiliate shall not make any representations, warranties, or guarantees inconsistent with the terms of this Agreement.
3.1 This Agreement does not create an employer-employee relationship, agency, joint venture, or partnership between ServiceM8 and Affiliate.
3.2 Neither party shall represent that it has any authority to assume or create any obligations, express or implied, on behalf of the other party except as expressly provided in this Agreement.
4.1 To become an Affiliate, the Affiliate must submit a complete application through ServiceM8’s designated affiliate registration process, and be approved.
4.2 ServiceM8 reserves the right to approve or reject any application in its sole discretion.
4.3 If ServiceM8 approves the Affiliate into the affiliate program and subsequently determines that the Affiliate’s conduct, brand, website or activities are unsuitable for continuation of this agreement, ServiceM8 reserves the right to terminate the Affiliate’s participation with immediate effect.
5.1 Upon termination of participation, Affiliate shall cease all promotional activities related to ServiceM8 and remove any associated links, logos, or materials from its website(s) or other channels.
5.2 ServiceM8 shall not be liable to Affiliate for any damages, losses, or expenses arising from the termination of participation under these terms.
6.1 Authorisation and Restrictions: ServiceM8 authorises you to market and promote ServiceM8 and our offering to potential customers in accordance with this agreement. Affiliate agrees to market ServiceM8 fairly and accurately, and will not make any representations or warranties concerning ServiceM8, or use any marketing content or materials that violate any laws or regulations, are false, misleading, offensive, obscene, inappropriate, or portray ServiceM8 in a disparaging manner.
Further, Affiliate shall not hold themself out as an employee or representative of ServiceM8, interfere with the operation of the ServiceM8 software, or engage in any deceptive tactics. Additionally, you shall comply with all applicable laws, rules, and regulations, industry best practices, and standards relating to sponsored posts and advertising copy.
6.2 Advertising, Pay Per Click, and Domain Restrictions: Affiliate is expressly prohibited from including or bidding on any ServiceM8 brand names, including variations or misspellings thereof, for search or content-based campaigns on search engines (such as but not limited to Google Search Ads) or any other similar platform or network. Affiliate shall not use ServiceM8 trademarks or any brand names in your ad titles, display names, ad extensions, or as the display URL, or direct link to the Company's website from any PPC ad. Affiliate shall not register, procure, or use any internet domain name that includes any of the ServiceM8 brands or any variations thereof.
6.3 Incentives: Affiliate may not offer any person or entity any external payments or incentives (like rebates, cashbacks, “paid to click” advertising or discounts) which aren’t facilitated by ServiceM8, for using the Affiliate’s referral tracking links and/or converting a ServiceM8 trial account into a paid subscription plan.
6.4 Marketing Content: ServiceM8 may make available to Affiliate data, images, text, link formats, widgets, links, and other information in connection with the affiliate program and the ServiceM8 offering. You may only use such content in connection with marketing the ServiceM8 offering in connection with the affiliate program and this Agreement.
6.5 Compliance: You agree to comply with all applicable laws, rules, and regulations, industry best practices, and standards relating to sponsored posts and advertising copy, including but not limited to applicable legislation, rules and regulations applicable to electronic email messages (such as spam communications), online advertising generally, advertising disclosures, and social media advertising. You agree not to engage in practices involving toolbar/browser extensions, spyware, adware, malware and/or cookie stuffing.
7.1 Third Party Engagement: The Affiliate shall not engage any resellers, subcontractors, or other third parties in connection with participating and/or performing their obligations under this Agreement.
8.1 Licence to Vendor Content and Marks: Subject to this Agreement, ServiceM8 grants the Affiliate a limited, nonexclusive, revocable, non-transferable, non-sublicensable royalty-free licence to:
(a) Use, reproduce, distribute, perform, display, and prepare derivative works of ServiceM8 content; and
(b) Use and display the ServiceM8 name, logo, trademarks, and other brand identifiers for the sole purpose of promoting the ServiceM8 offering, and in accordance with any branding guidelines ServiceM8 provides and any applicable affiliate program policies. All use of ServiceM8 marks (and goodwill associated therewith) inures to ServiceM8’s benefit.
8.2 Ownership: Affiliate owns and retain all intellectual property rights in Affiliate’s content, except:
(i) To the extent such content incorporates any ServiceM8 Intellectual Property; and
(ii) For the licences granted herein. Except as expressly stated, this Agreement does not grant any rights, implied or otherwise, to any intellectual property. ServiceM8 owns and retain all intellectual property rights in the ServiceM8 brand and offering, including any modifications and derivative works thereto , and to the extent you create any such modifications or derivative works, you hereby assign all intellectual property rights to such modifications and derivative works to ServiceM8.
8.3 Licence to Your Content: You grant ServiceM8 a limited, irrevocable, perpetual, worldwide, nonexclusive, transferable, and royalty-free licence to copy, use, reproduce, modify, publish, post, translate, create derivative works from, distribute, transmit, and display the content you create in connection with your participation in the affiliate program under this Agreement, through any medium or channel, social media, or websites (including re-posting or re-sharing the original content), solely to promote ServiceM8 and ServiceM8’s services.
8.4 ServiceM8 may use the Affiliate’s name, logo and/or likeness on its website and in its promotional materials to state that Affiliate is engaged with ServiceM8 under this Agreement. Additionally, ServiceM8 is entitled to publish use cases and success stories based on the Affiliate’s activities and engagement in connection with the ServiceM8 affiliate program.
9.1 To facilitate accurate tracking, reporting, and accrual of Affiliate’s rewards under the ServiceM8 affiliate program, ServiceM8 will provide the Affiliate with specific designated links and/or a tracking mechanism.
9.2 The Affiliate must ensure that all links between its channels ServiceM8’s website properly utilise the designated links and/or tracking mechanism provided by ServiceM8.
9.3 The Affiliate acknowledges and agrees that Affiliate’s designated link or tracking mechanism will direct potential customers to a ServiceM8 webpage to create a ServiceM8 account and/or capture their details. In order for a referral to generate rewards to Affiliate, the referral must subscribe to a paid plan directly to ServiceM8 within their ServiceM8 Online Dashboard login accessed via www.servicem8.com/login-page i.e. rewards will not be issued for any third-party subscriptions to ServiceM8, such as subscribing through third-party app stores or apps such as through a Xero account, or Apple In App Purchase subscriptions.
9.4 The Affiliate acknowledges and agrees that only new ServiceM8 subscribers are eligible referrals to generate rewards to Affiliate, and they must be new to ServiceM8, and not have a prior ServiceM8 trial or paid account i.e. the Affiliate has genuinely made the referral aware of ServiceM8, and introduced ServiceM8 to the referral. Accounts which are cancelled then re-created through Affiliate’s designated link/tracking mechanism are ineligible for any rewards.
9.5 Cookies are used to track referral links and last for up to 90 days after someone clicks on the link. If the user clicks on the referral link again, the 90 days will restart.
9.6 If the customer clicks on another entity’s designated link or tracking mechanism, after they've clicked on Affiliate’s, but before they’ve subscribed to a ServiceM8 paid plan, the referral will be attributed to the most recently clicked link.
9.7 Cookies continue to track activity even if someone leaves the web page and comes back at a later time (without clicking on the designated link).
9.8 Cases where link tracking fails:
- If the customer clicks another entity’s ServiceM8 designated referral link.
- If the referral clears their browser’s cache & cookies.
- If the referral blocks cookies.
- If the Affiliate’s cookie has expired on the referral's browser.
- If the customer uses a different browser or device than originally used to click the referral link.
9.9 Limitation of Liability: ServiceM8 shall not be held liable to the Affiliate for any failure by the Affiliate to use the designated links or tracking mechanism provided (including modifications made by the Affiliate), or any inability to track referrals or identify users due to technical issues, user actions, or other factors beyond its control.
9.10 The Affiliate agrees to use the designated links or tracking mechanism provided or facilitated by ServiceM8 solely for the purposes of the ServiceM8 affiliate program. Any other use of the designated links or tracking mechanism will be considered void and a breach of this Agreement, and will not entitle the Affiliate to receive rewards.
9.11 Untracked Customers: If, for any reason, the tracking mechanism is disabled, blocked, or rendered ineffective, including but not limited to user actions such as blocking or expiration of the tracking method, ServiceM8 will not review or investigate untracked referrals or consider requests to manually link a customer to an Affiliate. In the event that a user's actions or technical issues prevent accurate tracking, such user will not be considered a referred customer of the Affiliate, and the Affiliate will not be eligible for any associated rewards or commissions for that customer’s activity.
9.12 Tracking System Maintenance: ServiceM8 will make reasonable efforts to maintain the functionality and effectiveness of the tracking mechanism but does not guarantee uninterrupted or error-free tracking.
9.13 Affiliate Responsibility: It is the Affiliate’s responsibility to ensure that its audience are properly directed to and instructed on the correct actioning of the Affiliate’s designated link or tracking mechanism, for the correct tracking of a referral.
9.14 Fraudulent Activity Investigation: ServiceM8 reserves the right to investigate and address any instances of suspected fraudulent activity or misuse of the designated link and/or tracking mechanism.
10.1 ServiceM8 reserves the right to change the subscription pricing of its products and services at any time, for both new and/or existing customers, at its sole discretion.
10.2 In the event of a pricing change, any rewards or commissions generated from that point on will be calculated based on the new pricing structure, with immediate effect.
10.3 Affiliate acknowledges and agrees that ServiceM8 may adjust pricing for its products without prior notice, and such changes may impact Affiliate’s rewards accordingly.
11.1 “Special Offerings” means any promotional offers, discounts, incentives, vouchers, coupons, or similar benefits provided by ServiceM8 to customers of the ServiceM8 service, at ServiceM8’s sole discretion. These offers may be targeted to specific segments of users based on various criteria, including but not limited to location, industry vertical, user identity, or other relevant factors.
11.2 ServiceM8 reserves the right to introduce, modify, or discontinue Special Offerings at any time without prior notice.
11.3 The Affiliate acknowledges and agrees that Special Offerings may affect the amount of revenue or rewards earned through existing customers and referrals of new customers, as applicable.
11.4 The Affiliate further acknowledges that ServiceM8 is not obligated to provide any compensation or adjustments to Affiliate’s rewards or commissions due to changes in revenue resulting from Special Offerings.
11.5 By participating in the ServiceM8 affiliate program, the Affiliate agrees to accept any fluctuations in revenue resulting from Special Offerings and acknowledges that such fluctuations are inherent in the nature of promotional activities and business operations.
12.1 The rewards and commissions payable to the Affiliate under this Agreement shall be calculated based on the actual subscription fee received by ServiceM8, net of any and all discounts, promotions, or revenue shares applied to the subscription fee. The Affiliate understands and acknowledges that ServiceM8 may have other time-limited or ongoing revenue share arrangements with other parties applicable to the same subscription/customer referred to ServiceM8 by the Affiliate, and such will affect Affiliate’s rewards for that referred subscription/customer.
12.2 The Affiliate acknowledges and agrees that subscribers they refer to ServiceM8 may be located in different countries, and their subscription plans may be priced differently based on their region and currency.
13.1 ServiceM8 reserves the right, at its sole discretion and without notice, to change, enhance, or discontinue any feature of the ServiceM8 offering. The Affiliate acknowledges that ServiceM8 has no obligation to provide advance notice of any changes to the ServiceM8 service or any portion thereof. Such changes may occur without incurring any liability to Affiliate and/or customers referred to ServiceM8 by the Affiliate.
14.1 Review of Referred Customers: ServiceM8 reserves the right to approve, hold and decline referrals, in accordance with its terms and policies. This may include holding payment of rewards or commissions if ServiceM8 deems there to be a reasonable chance the referred customer will cancel their subscription and/or issue a chargeback for ServiceM8 subscription fees.
14.2 Partner Fees Plan Modifications: ServiceM8 reserves the right to modify the amount and model of the rewards offered to Affiliate under the ServiceM8 affiliate program, from time to time, in its sole and absolute discretion. Rewards earned prior to such change will be paid according to the conditions in effect prior to such changes. Rewards earned after such change is in effect will be paid according to the new conditions of the amended Rewards offer.
14.3 Taxes and Costs: the Affiliate is solely responsible for the payment of all taxes, costs, and expenses applicable to, and/or arising from, the conduct of its business and any of its rights and obligations hereunder, including, without limitations, any transfer fees, marketing and promotion fees, or any other costs relating to Affiliate’s activities or performance of its obligations in connection with the ServiceM8 affiliate program and this Agreement. In the event that ServiceM8 is required to withhold any tax from any payment made to Affiliate, in accordance with applicable law, Affiliate hereby authorises ServiceM8 to make such tax withholding, as ServiceM8 deems fit, at its discretion, to comply with applicable law.
14.4 Offset: if any excess payment has been made to the Affiliate, ServiceM8 reserves the right to adjust or offset the excess amount against any subsequent rewards payable to Affiliate. In the event that Affiliate owes any amount to the ServiceM8, either hereunder or under any other agreement or obligation, ServiceM8 may deduct and offset such amount from any payment to which Affiliate is entitled hereunder.
15.1 Definition: “Fraudulent Activity” means any activity undertaken by the Affiliate, whether through their channels and website(s) or other means, that is carried out through illegal means, in bad faith, or with the intent to deceive or defraud ServiceM8 or its customers, regardless of whether or not it results in harm to ServiceM8 or its customers.
15.2 Prohibition and Consequences: The Affiliate agrees not to engage in any form of Fraudulent Activity as defined in this provision. Any detected Fraudulent Activity may result in immediate termination of this Agreement and forfeiture of any accrued rewards, and may also result in legal action as permitted by law.
15.3 ServiceM8 Response: In the event that ServiceM8 reasonably suspects any Fraudulent Activity by the Affiliate, ServiceM8 may hold any payment of rewards hereunder to Affiliate to verify the relevant referrals. If ServiceM8 determines, at its reasonable discretion, that any rewards arise from Fraudulent Activity, it shall recalculate and/or decline the relevant referral rewards accordingly and in its sole discretion. Additionally, ServiceM8 shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the designated links and/or tracking mechanism assigned to the Affiliate inoperative, and immediately block Affiliate’s access to the ServiceM8 affiliate program, with no compensation to Affiliate.
16.1 ServiceM8 may utilise a cloud-based third-party platform to manage various aspects of the ServiceM8 affiliate program, including (but not limited to) referral tracking mechanisms, communications, and reward payments to Affiliate. In such instances, the Affiliate may be required to create a user account within such a third-party platform and adhere to its applicable policies, including its separate terms of service and privacy policy.
16.2 The Affiliate acknowledges that ServiceM8 is not a party to the third-party platform’s policies and shall not be liable in any way for any liabilities arising from or in connection with such third-party policies. Furthermore, the Affiliate acknowledges that ServiceM8 shall not be responsible or liable for the performance of the third-party affiliate platform or for any act or omission whatsoever of the third-party provider of the platform.
17.1 Governing Law: Australian law governs this Agreement and You submit to the exclusive jurisdiction of the courts of Australia for all disputes arising out of or in connection with this Agreement.
17.2 Arbitration: Any dispute, controversy, or claim arising out of or relating to the Participant Terms or to a breach thereof, including its interpretation, performance, or termination, will be finally resolved by arbitration in Australia, using the English language in accordance with the Rules of Arbitration of the International Chamber of Commerce, by one independent, disinterested commercial arbitrator appointed in accordance with such rules. The prevailing party in the arbitration will be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees, and all other expenses) incurred in connection therewith. Notwithstanding the foregoing, each party will have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief. For all purposes of this paragraph, the sole jurisdiction and venue for actions related to the subject matter hereof will be the courts located in Brisbane, Australia, and both parties consent to the jurisdiction of such courts. BY ENTERING INTO THESE PARTICIPANT TERMS, THE AFFILIATE AND SERVICEM8 ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.
17.3 No Class Actions: Affiliate agrees to resolve any claims with ServiceM8 solely on an individual basis, and not as part of a class, representative or consolidated action.
17.4 Notices: Any notices or other communications provided by ServiceM8 under the terms of this Agreement, including those regarding modifications to these terms, will be given by ServiceM8: (i) via e-mail to the email address Affiliate used to apply for the ServiceM8 affiliate program; or (ii) by message or announcement via whatever platform is used to administer the affiliate program. Notices to ServiceM8 must be sent to partner.support@servicem8.com. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
17.5 Modifications: ServiceM8 may modify this Agreement from time to time, in which case the new Agreement terms will supersede prior versions. Your continued participation in ServiceM8’s affiliate program following the effective date of any such modification may be relied upon by ServiceM8 as your consent to any such modifications. If any modification is unacceptable to Affiliate, its sole recourse shall be to terminate this Agreement.
17.6 No Assignment: You may not assign this Agreement, by operation of law or otherwise, without ServiceM8’s express prior written approval.
17.7 Survival: All sections of this Agreement which are either expressed to survive or which are by implication intended to survive termination or expiration of this Agreement shall continue to survive notwithstanding termination or expiration of the Agreement.
17.8 Severability: If any part or provision of this Agreement is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
18.1 The Affiliate acknowledges and agrees to read, understand, and uphold ServiceM8's Terms of Service and Privacy Policy, which apply to subscribers to the ServiceM8 service that the Affiliate will be promoting.
19.1 The Affiliate shall comply with all applicable privacy laws, including but not limited to the General Data Protection Regulation (GDPR).
20.1 The Affiliate agrees not to record or collect personal information of individuals referred to ServiceM8, whether independently or within any software platform facilitated by ServiceM8 for the Affiliate's participation in the ServiceM8 affiliate program.
21.1 Confidential Information shall mean any and all information, data, materials, or knowledge disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, but is not limited to, business plans, financial information, technical data, trade secrets, suppliers, research and development, product information, customer lists, and any other proprietary information related to the Disclosing Party's business.
21.2 General Obligation: The Receiving Party agrees to maintain the confidentiality of all Confidential Information disclosed by the Disclosing Party and to use such Confidential Information solely for the purpose of fulfilling its obligations under this Agreement.
21.3 Standard of Care: The Receiving Party shall treat all Confidential Information with the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.
21.4 Authorised Disclosure: The Receiving Party may disclose Confidential Information to its employees, agents, contractors, or professional advisors (collectively, "Representatives") who have a legitimate need to know such information for the purpose of performing their duties in connection with this Agreement. The Receiving Party shall ensure that its Representatives are bound by confidentiality obligations at least as protective as those set forth in this Agreement.
21.5 Prohibited Disclosure: Except as expressly permitted in this Agreement or with the prior written consent of the Disclosing Party, the Receiving Party shall not disclose or make available any Confidential Information to any third party.
21.6 Exceptions: The obligations of confidentiality set forth in this Agreement shall not apply to any information that:
(a) is or becomes publicly available through no fault of the Receiving Party;
(b) is rightfully received by the Receiving Party from a third party without any obligation of confidentiality;
(c) was already known to the Receiving Party without restriction on disclosure prior to its receipt from the Disclosing Party; or
(d) is independently developed by the Receiving Party without reference to or use of the Disclosing Party's Confidential Information.
21.7 Survival: The obligations of confidentiality set forth in this section shall survive the termination or expiration of this Agreement for any reason.
22.1 Termination: Any violation of the terms of this Agreement may result in immediate termination of Affiliate from the affiliate program and forfeiture of any accrued rewards.
22.2 Duration: The term of this Agreement will begin upon acceptance of your application. Either Affiliate or ServiceM8 may terminate your participation in the affiliate program under this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon termination, your rights to use any affiliate link, ServiceM8 content, and ServiceM8 brand or trademark shall cease.
23.1 SERVICEM8 DOES NOT MAKE ANY REPRESENTATION, WARRANTY, OR COVENANT REGARDING THE AMOUNT REWARDS YOU CAN EXPECT AT ANY TIME IN CONNECTION WITH ANY SERVICEM8 PROGRAM, AND WE WILL NOT BE LIABLE FOR ANY ACTIONS YOU UNDERTAKE BASED ON YOUR EXPECTATIONS. ANY INFORMATION OR MATERIALS PROVIDED BY US (INCLUDING ANY AFFILIATE LINK(S)) ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY. TO THE EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT AFFILIATE LINKS MAY OPERATE ON A "LAST-CLICK" MODEL AND SERVICEM8 IS NOT RESPONSIBLE FOR ANY PAYMENT OF REWARDS IN THE EVENT A CUSTOMER TRANSACTION IS NOT COMPLETED USING YOUR AFFILIATE LINK OR CANNOT BE ACCURATELY ATTRIBUTED TO YOU.
24.1 You will defend, indemnify, and hold harmless ServiceM8, its officers, directors, employees, agents, and affiliates (“Indemnified Parties”) from and against any and all damages, liabilities, and expenses (including settlement costs and reasonable legal fees) incurred by ServiceM8 arising from any third-party claims related to:
(a) Your breach of the terms of this Agreement or applicable law or regulation;
(b) Your website, your content, or materials used by you in connection with the ServiceM8 affiliate program; and
(c) Your negligence or willful misconduct.
24.2 ServiceM8 will have the right to approve any counsel retained to defend against any claim in which ServiceM8 is named a defendant, and ServiceM8 will not unreasonably withhold this approval. ServiceM8 will have the right to control and participate in the defence of any such claim concerning matters that relate to ServiceM8 at our expense, and Affiliate will not settle any claim without ServiceM8’s reasonable consent. If, in ServiceM8’s reasonable judgement, a conflict exists between the interests of ServiceM8 and Affiliate in such a claim, ServiceM8 may retain its own counsel whose reasonable fees will be paid by Affiliate.
25.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW:
(A) SERVICEM8 WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES HOWEVER ARISING WHETHER OR NOT SERVICEM8 WAS AWARE OF THE POSSIBILITY OF THOSE DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THE TERMS OF THIS AGREEMENT; AND
(B) SERVICEM8’S LIABILITY ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE TO AFFILIATE UNDER THE APPLICABLE AFFILIATE PROGRAM IN THE PRECEDING TWELVE MONTHS.
26.1 This Agreement set forth is the entire agreement and the understandings between the parties relative to the subject matter contained herein and supersedes all other agreements, oral and written, therefore made between the parties.
Last Updated: February 2024
