1. Introduction
Please read these terms and conditions (“Agreement”) carefully. This Agreement is a legal agreement between you (“you”, “Affiliate”, or “Affiliates”), and Bench Accounting USA Inc. (“Bench”, “we”, “us” and “our”) and its affiliates and related companies. This Agreement outlines the rules and regulations of Bench’s affiliate program (“Affiliate Program”).
By signing up to be a part of Bench’s Affiliate Program, you agree to be bound by this Agreement. By checking an opt-in box, clicking on “I agree”, “Sign up”, or otherwise accepting this Agreement on the Affiliate Program sign-up page, or accessing any content on our website at https://bench.co (“Site”), you acknowledge that you have read, understood, and agree to be bound by and comply with the terms of this Agreement, Bench’s Privacy Policy, and Bench’s Terms of Service.
YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU, AND THIS AGREEMENT IS ENFORCEABLE AGAINST YOU.
If you are signing up with the Affiliate Program in your capacity as an individual, you represent that you are over 18 years old. If you are signing up on behalf of an entity, you represent that you: (i) are an authorized representative of that entity with the authority to bind that entity to this Agreement and (ii) such entity agrees to be bound by this Agreement. If you do not agree to the terms of this Agreement, you are not permitted to be a part of the Affiliate Program.
Bench reserves the right to approve or reject any Affiliate Program application at its sole and absolute discretion.
2. Your Obligations
As an Affiliate, you warrant and agree to:
- be responsible for all content posted and activity that occurs in connection with Affiliate weblink you are assigned;
- not use the Affiliate Program for any illegal or unauthorized purpose;
- comply with all applicable federal, state or other laws that govern copyright, marketing emails, and consumer privacy including without limitation, the CAN-SPAM Act of 2003, any applicable state privacy laws, such as the California Consumer Privacy Act (CCPA), and all other similar laws or regulations;
- not use the Program to gain a discount on any Bench products or services for your own use or that of any affiliate or company in the same group or under common ownership with you. All sales must be on an arm’s length basis only. Failure to comply with this condition will make any affected Commission repayable with immediate effect;
- not use your Affiliate weblink in paid ads (e.g., Google, Facebook, or Instagram) that could compete with Bench’s marketing or mislead potential customers;
- not bid on Bench-related keywords (e.g., "Bench," "Bench discount", etc) or variations without prior approval. If approved, traffic must go to your own website first before redirecting to Bench;
- not use "doorway pages" (webpages designed only to rank in search engines and funnel traffic deceptively);
- not use "Parasiteware," "Parasitic Marketing," "Shopping Assistance Applications," "Toolbars," "Shopping Wallets," or deceptive pop-ups/pop-unders to manipulate tracking cookies, redirect traffic, or interfere with Bench’s website. Specifically, you agree not to:
- overwrite commission tracking cookies in any way other than a user clicking on your Affiliate weblink;
- use software to intercept searches and redirect traffic to Bench;
- set tracking cookies through hidden links, auto-loading pop-ups, or iFrames;
- modify, replace, or block Bench’s Affiliate banners on third-party websites; or
- engage in fraudulent marketing tactics that violate industry standards (such as Federal Trade Commission (FTC) guidelines on digital advertising and affiliate marketing).
These restrictions apply from the moment a potential customer clicks on your Affiliate weblink until they fully exit the Bench website. Violations will result in immediate termination from the Affiliate program and forfeiture of commissions.
3. Commission and Payment
Commission for Affiliates becomes due where a customer signs up for Bench’s products and services using your unique Affiliate weblink on a bona fide, arm’s length basis and Bench receives three consecutive monthly payments from such customer (“Commission”).
The Commission will be calculated based on the net fees received by Bench (net of any discounts, deductions, promotions, chargebacks, etc) and the percentage of the Commission will be as notified to you by Bench from time to time in writing.
Commissions are paid out quarterly within 45 days of the end of each Quarter. For purposes of this Agreement, "Quarter" refers to the quarterly periods below:
Period 1 = January 1 – March 31
Period 2 = April 1 – June 30
Period 3 = July 1 – September 30
Period 4 = October 1 – December 31
In case of a refund, the Commission will not be payable, and if already paid, it will be adjusted from the next payout. If there is no next payout, then the Affiliate will be liable to pay back the Commission immediately. Failure to make payment of a Commission paid out in error will entitle us to terminate this Agreement and claim for damages.
We reserve the right to remove abandoned Affiliate accounts from our system and terminate this Agreement with immediate effect if your balance is equal to or less than $50, after a 6 month period of inactivity. In this case, any accumulated Commissions below $50 will be forfeited.
Where you refer a customer who is a prior client of Bench, the payout of Commission will be subject to manual review and approval by us in our sole discretion.
We reserve the right to withhold payments to any suspicious Affiliate and run through due diligence to ensure your traffic & methods are safe for the Bench brand.
Any kind of tax payable by you on Commission is your responsibility and we will not gross up any Commission in any circumstances.
We reserve the right to set off any amounts owing to us against Commission payments in cases where Commission payments have either been made erroneously or due to a misrepresentation by you. We reserve the right to counterclaim in all such circumstances.
4. Term and Termination
This Agreement begins on the date you sign up to be a part of Bench’s Affiliate Program (“Effective Date”) and continues until terminated as outlined below.
Bench may suspend or terminate your participation in the Affiliate Program at any time at our sole discretion, including for the following reasons:
- inappropriate advertising, including false claims, misleading links, and brand bidding (PPC);
- spamming, such as mass emails or newsgroup postings;
- advertising on illegal or unethical sites;
- failure to comply with FTC guidelines or applicable laws;
- misuse of Bench’s brand or intellectual property (e.g., trademarks, copyrights);
- misleading customers to earn commissions;
- fraudulent activity, including self-referrals or fake transactions; or
- using questionable promotional methods that may harm Bench’s brand.
If terminated, your affiliate link will be deactivated, and you will forfeit any unpaid commissions earned through fraudulent or aggressive marketing tactics. You must immediately cease all use of Bench’s marketing materials and destroy or return any materials containing Bench’s branding, trademarks, or intellectual property. Bench reserves the right to refuse service to anyone at any time.
The Agreement may be modified by Bench at any time. Your continuing participation in the Affiliate Program will constitute your acceptance of any change.
5. Marketing and Promotion
After signing up and being approved for the Affiliate Program, we may provide you with unique links, banners, text, images, logos, graphics or other marketing materials (“Marketing Materials”). You are permitted to use the Marketing Materials on your site, in your emails, or in other communications. Subject to the terms of this Agreement, we grant you a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to use the Marketing Materials on your website and within email messages or social media for the duration of the term of this Agreement only.
You may create your promotional and marketing materials as long as they are in line with the terms of this Agreement, the Bench branding guidelines, and are not otherwise deemed inappropriate by Bench in its sole and absolute discretion. You will be solely responsible for any marketing expenses incurred in the performance of your duties under this Agreement.
6. Relationship Between the Parties
You are welcome to post or advertise your participation in the Affiliate Program; however, you may not misrepresent or embellish the relationship between you and Bench, including expressing or implying that (i) you developed the Bench products or services, (ii) you are part of Bench in any way, or (iii) you have a relationship or affiliation with Bench except as expressly permitted by this Agreement.
For greater certainty, you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Bench. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Agreement, including, without limitation, the relationship between you and Bench. If you are an existing Bench employee, participating in the Affiliate Program does not alter your employment relationship with Bench, and you must adhere to all applicable company guidelines and obligations.
7. Limitation of Liability
Bench uses a third party affiliate marketing platform (Rewardful) and is not liable for any indirect or accidental damages, including loss of revenue or Commissions, resulting from failures in affiliate tracking, loss of database files, or any intentional actions to harm the Affiliate Program, the Bench website, or affiliate tracking system (e.g., hacking).
In addition, we will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Affiliate Program will not exceed the total Commissions paid or payable to you under the terms of this Agreement in the 6-month period prior to the event giving rise to such claim.
8. Indemnification
You shall indemnify and hold harmless Bench and its affiliate and related companies, directors, officers, employees, and contractors, from and against all liabilities, damages, fines, judgments, claims, costs, losses, and expenses (including reasonable legal fees) arising out of or related to any and all claims sustained in connection with this Agreement due to: (i) a breach of warranty provided by you hereunder; (ii) your negligent act or omission, misrepresentation or intentional misconduct, or (iii) your violation of applicable laws.
9. Dispute Resolution
Any dispute relating in any way to this Agreement shall first be referred to Bench’s senior management and a senior representative of the Affiliate for discussion and resolution.
Except for a party’s right to seek equitable remedies in a court of competent jurisdiction, any disputes that cannot be resolved pursuant to the internal issue resolution process identified above will be submitted to and settled by final and binding arbitration in accordance with the rules then in effect of the American Arbitration Association. The arbitration shall be conducted under the Expedited Procedures of the AAA, to the extent those procedures are available. The arbitrator shall be mutually agreed upon by the parties. If the parties cannot agree, each party shall select one arbitrator, and the two arbitrators shall select a third arbitrator who will serve as the sole arbitrator. Discovery shall be limited to the exchange of relevant documents, and the deposition of one individual per party, unless otherwise agreed by the parties or ordered by the arbitrator upon a showing of good cause. The arbitrator may grant injunctions or other relief in the dispute or controversy. The decision of the arbitrator will be final, conclusive, and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The party that does not prevail in the arbitration shall bear all costs and expenses of the arbitration, including the prevailing party's reasonable attorneys' fees and expenses, provided that the total arbitration costs shall be capped at $30,000.
10. Miscellaneous
Governing Law. This Agreement will be governed and interpreted according to Delaware state laws, regardless of any conflict of laws principles that would apply the laws of another jurisdiction.
Waiver. Any waiver of the terms or rights under this Agreement must be in writing to be valid. A waiver of one incident or matter does not mean it applies to any other or future incidents.
Severability. If any part of this Agreement is found to be invalid, illegal, or unenforceable, the rest of the Agreement remains in effect. The parties will work together in good faith to replace the invalid provision with a valid provision of equivalent effect.
Force Majeure. Neither party will be held liable for failing to perform their obligations if such failure is due to events beyond their control, such as natural disasters, strikes, public health emergencies, government actions, bank failures, economic recessions or financial crises provided that the party relying on this section: (i) gives the other party prompt notice of such cause; and (ii) uses commercially reasonable efforts to promptly correct such failure or delay in performance.
Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to this restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
No Third Party Benefit. This Agreement is only intended to benefit the parties involved and does not grant rights to anyone else.
Remedies. All rights and remedies of the parties are cumulative and may be exercised concurrently or separately. Using one remedy does not prevent a party from using other remedies as well.
Entire Agreement; Modifications. This Agreement is the complete and final understanding between the parties about the subject matter. It replaces any previous agreements or communications. We reserve the legal right to update and change the terms and conditions of this Agreement from time to time without any prior notice provided that such change does not materially affect your benefits under the Agreement. We may make amendments to the Agreement which do materially adversely affect your benefits under the Program on giving you reasonable advance notice (“Notice Period”) by displaying the notification on our Affiliate webpage. Should you disagree with such an amendment, you may terminate this Agreement within the Notice Period by informing us in writing. In the event that you terminate the Agreement, only unpaid Commission above $50 shall be paid out in such circumstances and only if you are not in breach of this Agreement.
