The Gridwell Group, LLC, doing business as Agora Suite ("Agora," "we," "us" or "our"), offers an affiliate program (the "Program") through which approved affiliates can earn commissions for referring new paying customers to Agora Suite.
This Affiliate Program Agreement (the "Agreement") governs your application to, and participation in, the Program. By checking the box to accept these terms and submitting your application, you confirm that you have read and understood this Agreement and agree to be bound by it. Agora's Terms and Conditions (agorasuite.co/terms-conditions/) and Privacy Policy (agorasuite.co/privacy-policy/) also apply to you as an affiliate, except where this Agreement says otherwise.
1. Parties
"Agora" means The Gridwell Group, LLC, doing business as Agora Suite. "You" and "your" mean the person or business that accepts this Agreement. Agora and you are each a "Party" and together the "Parties."
2. Application and approval
You agree to provide all information we request in your application and confirm that it is truthful and accurate. Agora decides, at its sole discretion, whether to approve any application. Not every applicant will be approved, and we are not required to give a reason.
3. Consent to be contacted
You consent to be contacted at the email address and phone number in your application about your application and the Program, including by email, phone and text message. Message and data rates may apply. You may opt out of text messages at any time by replying STOP.
4. How referrals are tracked
4.1 Affiliate link. Once approved, you will receive a unique affiliate link through the Agora affiliate portal. A referral is credited to you only when a new customer purchases an Agora subscription after clicking your link (a "Referred Customer").
4.2 Cookie window. Your link places a tracking cookie in the visitor's browser that lasts sixty (60) days. If the visitor purchases within that window, the sale is credited to you.
4.3 Last click wins. If a visitor has clicked more than one affiliate's link, the most recent click determines which affiliate is credited.
4.4 Missed referrals. If a customer you referred purchases without using your link, the customer may contact Agora support within fourteen (14) days of their first payment and ask to be assigned to you. Once a customer is assigned to an affiliate, the assignment cannot be changed.
4.5 What does not count. No commission is earned on:
- your own Agora account, or any account you own or control, or that is opened in another person's name, a fictitious name, or for the purpose of earning commissions;
- existing or former Agora customers, or prospects already in an active sales conversation with Agora before clicking your link;
- sales Agora determines were obtained through fraud, misleading claims or any violation of this Agreement or the law.
5. Commissions
5.1 Personal commission. You earn fifteen percent (15%) of the subscription fees Agora actually receives from each Referred Customer, on every payment, for as long as that customer keeps a paid Agora subscription. This applies to monthly and annual subscriptions alike. Commissions stop if the customer cancels, stops paying or is no longer an active Agora customer, and do not restart if the customer later returns without your link.
5.2 Second-tier commission. If another affiliate joins the Program through your affiliate recruiting link and is approved (a "Sub-Affiliate"), you earn five percent (5%) of the subscription fees Agora actually receives from that Sub-Affiliate's Referred Customers for as long as those customers keep a paid Agora subscription and the Sub-Affiliate remains in the Program. Second-tier commissions apply to one level only.
5.3 Commissionable amount. Commissions are calculated on the subscription fees Agora actually receives, after sales taxes, refunds, credits and chargebacks. Unless Agora agrees otherwise in writing, commissions are not paid on:
- usage-based charges, such as text and email credits, phone numbers and minutes, or AI usage;
- one-time setup, onboarding or implementation fees;
- agency services, including Managed Growth, advertising management and ad spend.
5.4 Agora sets the rates. Agora may change commission rates, the commission period or the commissionable products on thirty (30) days' notice. Changes apply only to customers referred after the change takes effect.
6. Payouts
6.1 Holding period. Each commission is held for thirty (30) days after Agora receives the Referred Customer's payment, to allow for refunds, cancellations and chargebacks.
6.2 Payment schedule. Commissions that have cleared the holding period are paid on the 15th of each month. If that date falls on a weekend or holiday, payment is made on the preceding business day.
6.3 Minimum balance. Your cleared balance must be at least $50.00 (USD) to be paid. Balances below the minimum roll over to the following month.
6.4 Payment method. Commissions are paid in U.S. dollars by PayPal or ACH bank transfer to the account in your affiliate profile. You are responsible for keeping your payment details current. Any processing fees charged by the payment method may be deducted from your payout.
6.5 Refunds and chargebacks. If a payment that earned a commission is later refunded or charged back, the commission is reversed. If it has already been paid, the amount will be deducted from your future commissions.
6.6 Taxes. You must submit a completed IRS Form W-9 (or W-8BEN for non-U.S. affiliates) before any payout is made. Commissions earned more than one hundred twenty (120) days before you submit a completed tax form are forfeited. Agora may issue IRS Form 1099 as required and withhold taxes where the law requires. You are solely responsible for all taxes on your commissions.
6.7 Inactive accounts. If your affiliate account has no activity and no new referrals for twelve (12) consecutive months, Agora may close it and pay any cleared balance above the minimum.
7. Term and termination
7.1 Term. This Agreement begins when you accept it or when your application is approved, whichever comes first, and continues month to month until terminated.
7.2 Termination for convenience. Either Party may end this Agreement at any time, for any reason, with thirty (30) days' written notice. Email is sufficient notice.
7.3 Termination for breach. If Agora determines, at its sole discretion, that you have violated this Agreement, Agora's Terms and Conditions or any law, Agora may suspend your access to the affiliate portal or end this Agreement immediately, without notice. Any violation of the disclosure requirements in Appendix A is a material breach.
7.4 Commissions after termination. If this Agreement ends for convenience, cleared commissions earned before the end date are paid on the normal schedule, and no further commissions are earned. If this Agreement ends because of your breach, you forfeit all unpaid commissions.
7.5 Survival. Sections that by their nature should survive termination will survive, including payment reversals, the disclaimers, the limitation of liability, indemnification and dispute resolution.
8. Your representations
You represent that there are no prior or pending investigations, inquiries or prosecutions against you by the Federal Trade Commission or any other government agency or industry regulator, and no prior or pending private lawsuits against you alleging intentional torts or violations of consumer protection or advertising laws. If any of these arise after you accept this Agreement, you must notify Agora within five (5) business days. Agora may end this Agreement immediately based on any such matter.
9. Entire agreement
This Agreement, including Appendix A, together with Agora's Terms and Conditions and Privacy Policy, is the entire agreement between the Parties about the Program. It replaces any earlier written or verbal agreement about the Program, including any agreement under Agora's previous affiliate program.
Appendix A: Program rules and advertising standards
These rules apply to everything you do to promote Agora.
A.1 Legal compliance
You must follow all applicable laws and regulations, including laws against deceptive advertising, the CAN-SPAM Act, the Telephone Consumer Protection Act, and the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255). You are solely responsible for your own compliance.
A.2 Accurate claims only
Your statements about Agora must be accurate and consistent with the information on agorasuite.co and the materials Agora provides. You may not:
- promise features, pricing, discounts, results or support that Agora does not offer;
- describe Agora as a reseller or white-label version of any other software, or name any third-party platform as the technology behind Agora;
- guarantee that Agora will increase anyone's revenue, leads or profits.
A.3 Required disclosure
Wherever you promote Agora, you must clearly disclose your affiliate relationship, in plain view and not only behind a link or in small print. For example:
Disclosure: I am an independent Agora Suite affiliate, not an employee. I earn a commission if you purchase through my link. The opinions here are my own.
A.4 Social media
On every social media post that promotes Agora:
- include #ad (or "Ad" or "Sponsored") at the beginning of the caption, before any "more" cutoff;
- use the platform's built-in paid partnership or branded content label where one exists;
- for video, say that you earn a commission and show "Ad" or "Paid Partnership" on screen;
- follow each platform's own rules for promotions and endorsements.
A.5 Income claims
You may not claim or suggest that Agora or the Program is a business opportunity, franchise, "business in a box" or way to get rich. If you share your own results, they must be true, typical of your experience and supported by evidence, and must include this statement in clear view:
These are my results. Your results will vary based on many factors, including your business, effort and market. There is no guarantee of any specific outcome.
A.6 Email, text and calling
You may only email people who have agreed to receive your messages, and every email must comply with CAN-SPAM, including an unsubscribe link and your physical mailing address. You may not promote Agora by unsolicited text messages, automated or prerecorded calls, cold calls to numbers on the National Do Not Call Registry, or fax.
A.7 Offers and incentives
You may not offer cash, rebates, gift cards, prizes or other monetary incentives to get someone to purchase. You may not offer discounts, coupons, promo codes or free trials unless Agora approves them in writing. You may offer genuine value of your own, such as training, templates or setup help, as long as you describe it accurately and deliver it.
A.8 Paid search and brand terms
Unless Agora gives written permission, you may not:
- bid on our Restricted Terms, or misspellings or variations of them, in any paid search or social ad campaign (including Google, Bing, Meta and YouTube);
- use Restricted Terms in an ad's headline, body, display name or display URL;
- send paid ad traffic directly to agorasuite.co through your affiliate link or a redirect; paid traffic must land on your own page first.
"Restricted Terms" means: Agora, Agora Suite, AgoraSuite, agorasuite.co, Agora CRM, Agora Suite CRM, The Gridwell Group, Gridwell, and "Marketing. Simplified." If you run automated campaigns, add these as negative keywords.
Agora has a zero-tolerance policy on brand bidding. A violation forfeits all commissions earned in at least the previous thirty (30) days and may end your participation in the Program.
A.9 Your website and content
- Your website and pages may not copy or imitate the look of agorasuite.co, frame our site, or suggest that your site is Agora's.
- You may not use cookie stuffing, forced clicks, pop-ups or pop-unders that set our cookie, hidden or misleading links, or anything that hides the true referring page.
- You may not use toolbars, browser extensions or software that redirects traffic or takes credit for other affiliates' referrals.
- You may not encourage a customer to switch their referral from another affiliate.
- You may not promote Agora alongside adult content, weapons, illegal drugs, gambling, hate speech, harassment or misinformation, or on any site that violates the law.
- You are responsible for your own content and must have permission to use any third-party text, images or other material.
Agora may review how you promote the Program at any time and require changes.
A.10 Sub-affiliates and agencies
You may not promote Agora through a sub-affiliate network, or have others promote on your behalf, except through Agora's second-tier program in Section 5.2. Every Sub-Affiliate must apply and accept this Agreement.
A.11 Agora brand and materials
Agora grants you a limited, revocable, non-exclusive and non-transferable license to use the Agora Suite name, logo and the marketing materials we provide (the "Licensed Materials") only to promote the Program under this Agreement. You may not:
- change the Licensed Materials;
- use the Agora name or logo in any domain, subdomain, social media handle, business name or app name;
- register any trademark or domain name that is the same as or confusingly similar to Agora's.
Agora owns all rights in the Licensed Materials, and all goodwill from your use benefits Agora. Agora may revoke this license at any time.
A.12 Complaints
You must forward to Agora any complaint you receive about your promotion of Agora within two (2) business days. Send complaints to support@agorasuite.co.
A.13 Independent contractor
You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture or franchise relationship. You may not act on behalf of Agora, make commitments for Agora or bind Agora in any way. Your only compensation is the commissions described in this Agreement, and you are responsible for your own expenses.
A.14 No guarantees, no leads
Agora does not guarantee any level of referrals, sales or income from the Program, and Agora will not provide you with sales leads. You are responsible for any materials, tools and advertising you choose to use as an affiliate.
A.15 Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW, AGORA AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT OR THE PROGRAM, INCLUDING LOST PROFITS, LOST DATA OR LOSS OF GOODWILL, EVEN IF AGORA WAS TOLD SUCH DAMAGES WERE POSSIBLE. AGORA'S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM. THE PROGRAM AND AFFILIATE PORTAL ARE PROVIDED "AS IS," AND AGORA DOES NOT GUARANTEE THAT TRACKING WILL BE UNINTERRUPTED OR ERROR-FREE.
A.16 Indemnification
You agree to defend, indemnify and hold harmless Agora and its owners, officers, employees, contractors and agents from all claims, damages, losses and expenses (including reasonable attorneys' fees) arising from your promotion of Agora, your content, your breach of this Agreement or your violation of any law or third-party right. This obligation survives termination.
A.17 Dispute resolution and governing law
This Agreement is governed by the laws of the State of Tennessee, without regard to its conflict-of-law rules. The Parties will first try to resolve any dispute through good-faith discussion for thirty (30) days. Any dispute that is not resolved will be settled by binding, confidential arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, held in Williamson County, Tennessee, and judgment on the award may be entered in any court with jurisdiction. Claims must be brought individually, not as a plaintiff or class member in any class, collective or representative action. Either Party may seek temporary injunctive relief in the state or federal courts located in Williamson County, Tennessee, to protect its intellectual property or confidential information.
A.18 Severability
If any part of this Agreement is found invalid or unenforceable, it will be modified to the minimum extent needed to make it enforceable, and the rest of the Agreement will remain in effect.
A.19 Changes to this Agreement
Agora may update this Agreement from time to time. We will post the updated version in the affiliate portal and email you at least fifteen (15) days before material changes take effect. If you continue in the Program after the effective date, you accept the updated Agreement. If you do not agree, you may end this Agreement under Section 7.2.
A.20 Contact
The Gridwell Group, LLC, doing business as Agora Suite
101 Creekstone Blvd, Suite 100, Franklin, TN 37064
support@agorasuite.co · 629-253-4800