This Affiliate Partner Agreement ("Agreement") constitutes a binding legal contract between CADMUS Cyber Solutions Limited, a company incorporated in the Republic of Kenya ("CADMUS", "we", "us", or "our"), and the individual or entity applying to participate in the MailShield Affiliate Program ("Affiliate", "you", or "your").
By submitting an application, participating in the Affiliate Program, or explicitly clicking to accept these terms, you agree to promote the MailShield platform strictly in accordance with the provisions outlined below.
1. ENROLLMENT, ELIGIBILITY, AND STATUS
1.1 Application Process: Participation requires the submission of a formal application through the CADMUS partner portal. CADMUS reserves the absolute right to reject any application for any reason, including but not limited to poor domain reputation, irrelevant audience demographics, or misalignment with our brand values.
1.2 Identity Verification: To ensure regulatory compliance and facilitate secure payouts, you must provide valid identification, accurate contact details, and, for Kenyan residents, a valid Kenya Revenue Authority (KRA) PIN for tax withholding purposes.
1.3 Truthfulness: You represent and warrant that all information provided during the application and onboarding process is accurate, and that you have the full legal authority to enter into this Agreement.
1.4 Independent Contractor: You agree that your participation in the Affiliate Program establishes an independent contractor relationship. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between you and CADMUS.
2. PROMOTIONAL GUIDELINES
2.1 Brand Representation: You are granted a limited, non-exclusive, non-transferable, revocable license to use our approved marketing materials, logos, and trademarks solely for the purpose of promoting the MailShield platform.
2.2 Anti-Spam Policy: CADMUS maintains a strict zero-tolerance policy toward unsolicited commercial email. You shall not utilize spam, bulk email lists without verifiable opt-ins, or any form of aggressive, unsolicited outreach to generate referrals.
2.3 Prohibited Claims: You shall not make any false, misleading, or exaggerated claims regarding the platform's capabilities, threat detection catch rates, SLAs, or pricing tiers. All promotional content must accurately reflect official CADMUS documentation.
2.4 Self-Referral: You are strictly prohibited from using your own affiliate links to purchase a subscription for yourself, your employer, or any entity you own or control. Such actions will result in the immediate forfeiture of all commissions and account termination.
2.5 Paid Advertising (PPC): You are prohibited from bidding on CADMUS-branded search terms, misspellings of our brand, or competing directly with CADMUS's own paid advertising campaigns across search engines and social media platforms, unless granted explicit written permission.
3. REFERRAL TRACKING AND ATTRIBUTION
3.1 Tracking Mechanism: Successful referrals are tracked via unique alphanumeric codes or secure referral links generated by the CADMUS platform.
3.2 Attribution Model: CADMUS operates on a "last-click" attribution model. The affiliate link most recently utilized by the Customer prior to their initial paid subscription will receive sole credit for the referral.
3.3 Validation: A referral is considered "Successful" only when a new Customer (who is not an existing or former CADMUS client) completes a paid transaction for a Standard, Strict, or Compliance subscription plan.
3.4 Tracking Limitations: CADMUS is not responsible for tracking failures resulting from a Customer's use of ad-blockers, clearing of browser cookies, or the use of strict privacy settings that prevent our referral tracking mechanisms from functioning properly.
4. COMMISSION STRUCTURE AND PAYOUTS
4.1 Commission Rate: The Affiliate shall receive a one-time commission calculated as a fixed rate of 10% of the net subscription fee actually paid by the referred Customer for their initial active plan invoice.
4.2 Exclusions: Commissions are strictly not earned on:
- Taxes (including Value Added Tax or local equivalents).
- Usage-based storage costs or archival search fees.
- One-time professional service fees, such as historical email imports or custom integrations.
- Any portion of a fee that is offset or covered by a discount coupon, promotional credit, or SLA credit.
4.3 Maturation Period: To protect against chargebacks, disputes, and refunds, all commissions are subject to a thirty (30) day maturation period from the date of the Customer’s cleared payment before they are eligible for payout.
4.4 Minimum Threshold: Payouts are triggered and processed only once your cleared, mature commission balance reaches a minimum threshold of KES 5,000 (or the exact USD equivalent).
4.5 Currency and Fees: Payouts are typically issued via bank transfer or mobile money in the currency in which the underlying subscription was paid. The Affiliate is responsible for any receiving bank fees, conversion rates, or transactional costs applied by their financial institution.
4.6 Refunds and Chargebacks: If a referred Customer receives a refund or initiates a chargeback for a payment that previously generated a commission, that commission will be clawed back and automatically deducted from your pending or future balance.
5. CONFIDENTIALITY
5.1 Non-Public Information: During your tenure as an Affiliate, you may gain access to non-public, proprietary information regarding our security infrastructure, roadmap, or upcoming features. You agree to keep such information strictly confidential and not disclose it to any third party.
5.2 Survival: The obligations of confidentiality shall indefinitely survive the termination or expiration of this Agreement.
6. TERM AND TERMINATION
6.1 At-Will Termination: Either party may terminate this Agreement at any time, with or without cause, by providing seven (7) days' written notice to the other party.
6.2 Termination for Breach: CADMUS reserves the right to terminate this Agreement immediately and void all pending commissions if we determine, at our sole discretion, that you have engaged in fraudulent activity, violated our promotional guidelines, or compromised our brand integrity.
6.3 Effect of Termination: Upon termination, your right to use CADMUS trademarks ceases immediately. Any cleared commissions above the minimum threshold will be paid out during the next standard billing cycle. Any uncleared, pending commissions, or commissions earned through prohibited means, will be permanently forfeited.
7. LIMITATION OF LIABILITY
7.1 Financial Cap: TO THE MAXIMUM EXTENT PERMITTED BY LAW, CADMUS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR PARTICIPATION IN THE AFFILIATE PROGRAM. Our total, aggregate liability to you shall under no circumstances exceed the total commissions paid to you in the six (6) months immediately preceding the claim.
8. INDEMNIFICATION
8.1 Hold Harmless: You agree to fully defend, indemnify, and hold harmless CADMUS Cyber Solutions Limited, its officers, directors, and employees, from any third-party claims, damages, liabilities, regulatory fines, or legal fees arising from your breach of this Agreement, your promotional tactics, or your negligent or intentional misconduct.
9. GOVERNING LAW AND ARBITRATION
9.1 Jurisdiction: This Agreement is governed by and construed in accordance with the Laws of the Republic of Kenya.
9.2 Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be referred to and finally resolved by arbitration under the Nairobi Centre for International Arbitration (NCIA) Rules. The seat of arbitration shall be Nairobi, Kenya.