Affiliate Program Terms and Conditions

These Affiliate Program Terms and Conditions (these “Terms”) are by and between Panther Software, LLC, d/b/a “PracticePanther” (“PracticePanther”, “us”, or “we”) and you (the “Affiliate” or “you”) and you expressly accept and consent to these Terms when you apply to join the PracticePanther Affiliate Program (the “Affiliate Program”) as more particularly described at https://www.practicepanther.com/affiliates. If an Affiliate does not wish to be bound by these Terms, it should not apply to join the Affiliate Program. If an individual is accessing these Terms on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to these Terms.

1. Definitions

1. “Fees” means amounts paid to PracticePanther by a customer for Services that are non-refundable, non-cancellable, and net of all discounts and taxes.
2. “Lead” is a referral submitted to PracticePanther (i) through the Referral Portal or (ii) for an Affiliate at the Preferred Partner Level, through a dedicated demo-sign up link specific to such Affiliate and provided by PracticePanther.
3. “Paradigm” means LegalTech, LLC, a Delaware limited liability company, d/b/a “Paradigm”, the parent company of PracticePanther and all of the subsidiaries and affiliate companies of Paradigm.
4. “Qualified Lead” means a Lead that is (i) a new prospect to any of the Paradigm entities that has not been in contact with any sales representative of PracticePanther in the 12 months preceding submission of the Lead through the Referral Portal; (ii) not a computer-generated user such a robot, spider, computer script, or other automated, artificial, or fraudulent method used to appear like an individual person; and (iii) confirmed by PracticePanther within 30 days of submission through the Referral Portal.
5. “Referral Portal” is the online portal through which a Lead is submitted located at https://www.practicepanther.com/referral-portal.
6. “Services” means the subscription-as-a-service offerings of PracticePanther.

2. Affiliate Program Eligibility; Commission Structure

1. Simple Referral Level. The Simple Referral Level is a level within the Affiliate Program through which you submit a Lead through the Referral Portal. Subject to the terms and conditions set forth herein, if the Lead is a Qualified Lead and subscribes to PracticePanther, you will receive a commission as follows:

1. If the Qualified Lead subscribes to a PracticePanther annual plan, you will receive a 10% commission on the Fees paid during the Lead’s first year of Services. The commission will become earned after the Lead has been a PracticePanther customer for 30 days and will be paid within a reasonable time thereafter.
2. If the Qualified Lead subscribes to a PracticePanther monthly plan, you will receive a 5% commission on the Fees paid during the Lead’s first year of Services; provided, however, that the Qualified Lead must subscribe to the Services for a minimum of 6 months for a commission to be earned.

2. Preferred Partner Level. The Preferred Partner Level is a level within the Affiliate Program for which you are eligible to apply after you submit three (3) successful Leads at the Simple Referral Level within a 12-month period.

1. Upon acceptance to the Preferred Partner Level, if you submit a Lead and such Lead is a Qualified Lead and subscribes to PracticePanther, you will receive a commission as follows:

1. If the Qualified Lead subscribes to a PracticePanther annual plan, you will receive a 12% commission on the Fees paid during the Lead’s first year of Services. The commission will become earned after the Lead has been a PracticePanther customer for 30 days and will be paid within a reasonable time thereafter.
2. If the Qualified Lead subscribes to a PracticePanther monthly plan, you will receive a 7% commission on the Fees paid during the Lead’s first year of Services; provided, however, that the Qualified Lead must subscribe to the Services for a minimum of 6 months for a commission to be earned.

2. When participating in the Affiliate Program at the Preferred Partner Level, you will also receive the following benefits: unique, trackable PracticePanther demo link for you to share with your clients/referrals; a co-branded landing page; once created, listing in the Preferred Partner directory on our website; free one-user access to our Services; dedicated support for your PracticePanther account manager; and eligibility for co-branded webinars with PracticePanther. To remain eligible for the Preferred Partner Level, you must submit at least 3 Qualified Leads who subscribe to the Services in each 12-month period beginning when you first are approved for  the Preferred Partner Level. PracticePanther reserves the right to remove you from the Preferred Partner Level to the Simple Referral Level if you do not meet the eligibility requirements.
3. Affiliates approved at the Preferred Partner Level shall have access to graphic and textual links to the Affiliate Program website and/or other creative materials (collectively, the “Links”) which Affiliate may display on websites owned or controlled by you, in emails sent by you and clearly identified as coming from you, and in online advertisements (collectively, “Media”). The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Affiliate Program website.

3. Referral Program Eligibility. Law firms and current customers are not eligible to join the Affiliate Program at any level. Only Affiliates located in the United States of America are eligible to join the Affiliate Program. If Affiliate becomes a paid customer of any Paradigm entity (access to the Services beyond the free one-user access provided to Affiliates at the Preferred Partner Level), Affiliate is no longer eligible to participate in the Affiliate Program.

3. Obligations of the Parties.

1. Subject to our acceptance of you into the Affiliate Program and your continued compliance with these Terms, the parties agree:

1. PracticePanther shall pay you the commissions earned for each Qualified Lead as set forth in Section 2 above. We reserve the right to charge back to your account any previously paid commissions that are later determined to have not met the requirements set forth herein.
2. Payment of commissions is dependent and contingent upon the Qualified Lead paying PracticePanther; therefore, you agree that PracticePanther is only liable to you for commissions to the extent that PracticePanther has received payment from the Qualified Lead. You hereby release PracticePanther from any claim for commissions if PracticePanther has not received such funds from the Qualified Lead.
3. PracticePanther shall automatically generate an invoice on your behalf for all commissions payable under these Terms and shall remit payment to you based upon that invoice. You may choose to receive payments hereunder via PayPal or by check. All tracking of Links and determinations of Qualified Leads and commissions shall be made by PracticePanther in its sole discretion in accordance with these Terms.
4. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to PracticePanther in writing and in sufficient detail within thirty (30) days of the invoice date. If Affiliate does not dispute the invoice as set forth herein, Affiliate irrevocably waives any claims based upon that invoice. In the event that Affiliate is also tracking Qualified Leads and claim a discrepancy with regard to an invoice, Affiliate must provide PracticePanther with a copy of its report tracking Qualified Leads within three (3) days after the 30th day of the calendar month in which the discrepancy occurred, and if PracticePanther’s and Affiliate’s reported statistics vary by more than 10% and PracticePanther reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Leads, PracticePanther and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then PracticePanther’s numbers shall govern.
5. If Affiliate has an outstanding balance due to PracticePanther under these Terms or any other agreement between the Affiliate and PracticePanther, Affiliate agrees that PracticePanther may offset any such amounts due to PracticePanther from amounts payable to Affiliate under these Terms.

2. Affiliate agrees to:

1. Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, its Media.
2. Ensure that all materials posted on its Media or otherwise used in connection with the Affiliate Program, (1) are not illegal, (2) do not infringe upon the intellectual property or personal rights of any third party, and (3) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability, or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that PracticePanther informs you that it considers objectionable (collectively, “Objectionable Content”).
3. Not make any representations, warranties, or other statements concerning the Services, the Affiliate Program, and/or PracticePanther or its affiliates, or any of their respective products or services, except as expressly authorized herein.
4. Ensure that its Media does not copy or resemble the look and feel of the Affiliate Program website or create the impression that its Media is endorsed by PracticePanther without prior written permission from us.
5. Comply with all (1) obligations, requirements and restrictions under these Terms, and (2) all laws, rules, and regulations applicable to Affiliate’s business, its Media, and the Links.
6. Comply with the terms, conditions, guidelines, and policies of any third party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services, and ad networks.
7. Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to PracticePanther and the Affiliate Program.
8. Always prominently post and make available to end-users any terms and conditions in connection with the Affiliate Program.
9. Ensure Affiliate Program ads are not placed on any online auction platform (e.g., eBay, Amazon).

3. Additional Terms. The following additional terms shall apply to any promotional programs set forth below:

1. Email Campaigns. Affiliate must provide an opt-out method in all email communications. Affiliate’s emails containing the Links may not include any content other than the Links, except as required by applicable law. Affiliate agrees that failure to remove all emails requesting to be unsubscribed from the database before mailing may result in commissions withholdings, removal or suspension from all or part of the Affiliate Program, possible legal action, and any other rights or remedies available to PracticePanther pursuant to these Terms and as otherwise provided by law.
2. Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by PracticePanther in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end-user’s computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-English end user license agreement and the software be easily removed according to generally accepted methods.
3. Affiliate Network Campaigns. For all Affiliate’s that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the “Network”) for access and use by those affiliates in Affiliate’s Network (each a “Third Party Affiliate”). Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, these Terms prior to obtaining access to the Links. Affiliate shall promptly terminate any Third Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of these Terms. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to PracticePanther the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to the Affiliate Program in the Network upon written notice from PracticePanther. Unless PracticePanther has been provided with all truthful and complete contact information for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted these Terms as recorded by PracticePanther, Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.

4. Confidentiality. Except as otherwise provided in these Terms or with the written consent of PracticePanther, Affiliate agrees that all information, including, without limitation, the terms and conditions set forth in these Terms, business and financial information, customer and vendor lists, and pricing and sales information, concerning PracticePanther, its subsidiaries, parent company, and/or affiliates, provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by Affiliate for any purpose other than Affiliate’s participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than Affiliate that was not subject to any obligation of confidentiality. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance, or operate a service that competes with the Affiliate Program, or assist another party to do the same.
5. Limited License and Intellectual Property. Subject to these Terms, PracticePanther grants Affiliate a nonexclusive, nontransferable, revocable right to use the Links and to access our website through the Links for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Affiliate Program website. You may not alter, modify, manipulate, or create derivative works of the Links or any PracticePanther graphics, creative, copy or other materials owned by, or licensed to, PracticePanther in any way. Affiliate is only entitled to use the Links to the extent that it is a member in good standing of the Affiliate Program. PracticePanther may revoke Affiliate’s license anytime by giving Affiliate written notice of such revocation. Except as expressly stated herein, nothing in these Terms is intended to grant Affiliate any rights to any of PracticePanther trademarks, service marks, copyrights, patents, or trade secrets. Affiliate agrees that PracticePanther may use any suggestion, comment, or recommendation Affiliate provides to PracticePanther without compensation. All rights not expressly granted in these Terms are reserved by PracticePanther.
6. Termination. These Terms and your participation in the Affiliate Program Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. Affiliate may terminate its participation in the Affiliate Program at any time by removing all Links from your Media and deleting all copies of the Links. PracticePanther may terminate Affiliate’s participation in the Affiliate Program at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with written notice (including, but not limited, if Affiliate becomes a paying customer of any Paradigm entity). Upon termination of your participation in the Affiliate Program for any reason, Affiliate will immediately cease all use of and delete all Links, as well as all PracticePanther and Affiliate Program intellectual property and will cease representing yourself as a participant in the Affiliate Program. All rights to validly accrued payments, causes of action, and any provisions which by their nature are intended to survive termination, shall survive any termination of these Terms.
7. Remedies. In addition to any other rights and remedies available to us under these Terms, PracticePanther reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid commissions or charge back paid commissions to your account if (i) PracticePanther determines that you have violated these Terms; (ii) PracticePanther  receives any complaints about your participation in the Affiliate Program which PracticePanther  reasonably believes to violate these Terms; or (iii) any Qualified Lead is later determined to have not met the requirements set forth in these Terms. Such withholding or freezing of commissions, or charge backs for paid commissions, shall be without regard as to whether commissions were earned as a result of such breach. In the event of a material breach of these Terms, PracticePanther reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
8. Anti-Spam Policy. You must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). All emails sent in connection with the Affiliate Program must include the appropriate party’s opt-out link. From time to time, PracticePanther may request, prior to Affiliate sending emails containing links or referencing the Affiliate Program, that Affiliate submit the final version of its email to PracticePanther for approval by sending it to your Affiliate Program representative. It is solely Affiliate’s obligation to ensure that all communications it sends comply with the Act. Affiliate agrees not to rely upon PracticePanther’s approval of the Affiliate-drafted email for compliance with the Act, or assert any claim that Affiliate is in compliance with the Act based upon PracticePanther’s approval.
9. Fraud. You are expressly prohibited from using any persons, means, devices, or arrangements to commit fraud, violate any applicable law, interfere with other affiliates, or falsify information in connection with referrals through the Links or the generation of commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing, and other deceptive acts or click-fraud. PracticePanther shall make all determinations about fraudulent activity in its sole discretion.
10. Representations and Warranties. Affiliate hereby represents and warrants that these Terms constitute a legal, valid, and binding obligation, enforceable against Affiliate in accordance with its terms and that Affiliate has the authority to enter into these Terms and to join the Affiliate Program. Affiliate represents and warrants that it shall not knowingly violate any law, rule, or regulation which is applicable to PracticePanther’s business operations or proprietary products or services.
11. Modifications. In addition to any notice required to be given under these Terms, PracticePanther may modify any of the terms and conditions included in these Terms at any time by providing Affiliate with notification by email. Such modifications will become effective 10 business days after such notice. If the modifications are unacceptable to Affiliate, Affiliate may terminate these Terms and remove itself from the Affiliate Program without penalty. Affiliate’s continued participation in the Affiliate Program 10 business days after Affiliate receives notice of such modification shall constitute acceptance of such modifications. In addition, PracticePanther may change, suspend, or discontinue any aspect of the Affiliate Program or a Link or remove, alter, or modify any tags, text, graphic, or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from PracticePanther to remove, alter, or modify any Link, graphic, or banner ad that is being used by Affiliate as part of the Affiliate Program.
12. Independent Investigation. Affiliate acknowledges that it has read these Terms and agrees to the terms and conditions set forth herein. Affiliate has independently evaluated the desirability of participation in the Affiliate Program and is not relying on any representation, guarantee, or statement other than as set forth in these Terms.
13. Indemnification.

1. Affiliate hereby agrees to indemnify, defend, and hold harmless PracticePanther and any PracticePanther clients, and each of their respective subsidiaries, affiliates, partners, parent companies, and licensors, directors, officers, employees, owners, and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of these Terms, including any representation, warranty, covenant, restriction, or obligation made by Affiliate herein; (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, the Affiliate Program, or Qualified Lead intellectual property, confidential information, or personal information; or (iii) any claim related to Affiliate’s Media, including but not limited to, the content contained on such Media (except for the Links).
2. PracticePanther hereby agrees to indemnify, defend, and hold harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on a claim that the Affiliate Program is not authorized to provide Affiliate with the Links.

14. Disclaimers. THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PRACTICEPANTHER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. PRACTICEPANTHER DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. PRACTICEPANTHER EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. PRACTICEPANTHER DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY COMMISSIONS HEREUNDER.
15. Limitation of Liability. IN NO EVENT SHALL PRACTICE PANTHER OR ITS SUBSIDIARIES, PARTNERS, AFFILIATE ENTITIES, OR PARENT COMPANIES BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF PRACTICEPANTHER. IN NO EVENT WILL PRACTICEPANTHER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT BILL4TIME AFFILIATE PROGRAM HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. PRACTICEPANTHER’S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY PRACTICEPANTHER IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
16. Governing Law and Venue. These Terms, participation in the Affiliate Program, and any disputes arising therefrom shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law’s principles.
17. Arbitration. Any controversy or claim arising out of or relating to these Terms and/or the Affiliate Program shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association then in effect. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in the city of Miami in the State of Florida, shall be conducted in English, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, PracticePanther may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.
18. Miscellaneous. Affiliate shall be responsible for the payment of all attorneys’ fees and expenses incurred by PracticePanther to enforce these Terms. These Terms contain the entire agreement between PracticePanther and Affiliate with respect to the subject matter hereof and supersede all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that PracticePanther shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement these Terms, regardless of whether PracticePanther or any representative thereof “clicks through” or otherwise indicates its acceptance thereof. Affiliate may not assign all or any part of these Terms or its participation in the Affiliate Program without PracticePanther’s prior written consent. PracticePanther may assign these Terms and any rights in the Affiliate Program at any time with notice to Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. Except as set forth in the Section 11 above, these Terms may be modified with the prior written consent of both parties. If any provision of these Terms is held to be void, invalid or inoperative, the remaining provisions of these Terms shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to these Terms is an independent contractor in relation to the other party with respect to all matters arising under these Terms. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
19. Last Updated. These Terms were last updated on March 2, 2022.