Selzy Integrator Program Terms

1. Definitions

For the purposes of these Terms:

“Client” means a customer using Selzy services or receiving related implementation services.

“Implementation Fee” means the fee charged for implementation or related services performed for a Client.

“Integrator” means a person or entity approved by Selzy to participate in the Integrator Program.

“Integrator Dashboard” means the online interface or reporting system provided by Selzy through which Integrators may track assigned Clients, commission accruals, and payment history.

“Selzy” means UNITHING CORP., a company duly incorporated under the laws of the State of Delaware, USA, acting as an authorized reseller of the Selzy platform and operator of the Integrator Program.

“Subscription Revenue” means amounts actually received by Selzy from a Client for Selzy subscription services, excluding taxes, refunds, chargebacks, credits, and third-party fees.

2. Participation

2.1. Participation in the Integrator Program is subject to approval by Selzy.

2.2. To participate in the Integrator Program, a person or entity must submit an application through Selzy’s designated registration process. Selzy will review applications and notify applicants of approval or rejection within 14 business days. Selzy may approve or reject any application at its sole discretion and is not required to provide reasons for rejection.

2.3. Training, certification, onboarding, and similar support may be offered by Selzy separately and are not mandatory unless expressly stated by Selzy.

2.4. The following categories of persons are not eligible to participate in the Integrator Program without Selzy’s prior written consent: (a) current employees, contractors, or officers of Selzy; (b) companies or individuals that directly compete with Selzy in the email marketing software market; (c) persons previously terminated from the Integrator Program for cause; (d) companies or individuals that reside in countries or territories subject to any international sanctions (EU, US, or other applicable regimes) or similar restrictions.

2.5. Selzy may approve, reject, suspend, or terminate any Integrator’s participation at its sole discretion.

3. Integrator Compensation

3.1. An Integrator is eligible to receive compensation for implementation services and recurring commission in accordance with these Terms.

3.2. Unless otherwise agreed by Selzy in writing, the Integrator commission equals 60% of Subscription Revenue actually received by Selzy from the Client assigned to the Integrator. Selzy will maintain an Integrator Dashboard or comparable tracking mechanism through which Integrators can monitor assigned Clients, accrued commissions, and payment history. Selzy reserves the right to modify the dashboard interface at any time, provided that commission reporting data remains accessible to Integrators in some form.

3.3. If an Integrator independently sources a Client and contracts directly with that Client for implementation services, the Integrator retains 100% of the Implementation Fee and is solely responsible for billing, collection, performance, and any dispute relating to that Implementation Fee. For the avoidance of doubt, where an Integrator independently sources a Client, the Integrator shall also be entitled to the commission on Subscription Revenue set out in clause 3.2, unless otherwise agreed by Selzy in writing.

3.4. If Selzy assigns a Client to an Integrator, compensation for the Implementation Fee shall be determined under the commercial arrangement communicated by Selzy for that assignment.

4. Client Assignment and Reassignment

4.1. A Client may be assigned to an Integrator by Selzy or may engage an Integrator directly.

4.2. A Client may request replacement or reassignment of the Integrator.

4.3. If an Integrator is replaced or reassigned, future Integrator commission shall accrue to the newly assigned Integrator from the effective date of reassignment, unless Selzy determines otherwise.

4.4. Access to the Client account and entitlement to Integrator commission remain subject to the Client’s active assignment of the Integrator within the Selzy system.

5. Integrator Obligations

5.1. The Integrator shall act lawfully, professionally, and in good faith.

5.2. The Integrator is responsible for the accuracy of its representations, compliance with applicable law, and any obligations it undertakes directly with a Client.

5.3. Unless otherwise agreed in writing, the Integrator is expected to respond to Client questions regarding the Selzy product during normal business hours (meaning 9:00 to 18:00, Monday to Friday, in the Integrator’s local time zone, excluding public holidays in the Integrator’s jurisdiction).

5.4. Any setup, customization, integration, implementation, modification, ongoing management, or other additional services may be provided separately by the Integrator on terms agreed directly with the Client.

5.5. The Integrator shall not make false, misleading, unauthorized, or unapproved statements about Selzy, its services, pricing, commitments, or capabilities.

5.6. Without Selzy’s prior written consent, the Integrator shall not: (a) send unsolicited commercial communications (spam) referencing Selzy; (b) engage in any activity that artificially generates attributed Clients or inflated commissions; (c) offer cash rebates, discounts, or incentives to prospective Clients in exchange for using the Integrator’s services under this Program, unless approved in writing by Selzy.

6. Payment Terms

6.1. Commissions are calculated only on amounts actually received by Selzy.

6.2. No commission is payable on taxes, refunds, chargebacks, credits, fraudulent transactions, bad debt, or amounts not collected by Selzy.

6.3. Unless otherwise agreed in writing, commissions that have been earned, verified, and not subject to any open dispute or withholding under these Terms will be paid monthly, within 30 calendar days following the end of the calendar month in which they were earned. Selzy has established a minimum Integrator commission payout threshold of USD 200. Commissions below this threshold in a given cycle will roll over and accumulate until the threshold is met. Selzy will offer payment via bank transfer and other methods available in the Integrator Dashboard. The Integrator is responsible for providing accurate and up-to-date payment details. Selzy is not liable for misdirected payments resulting from incorrect information provided by the Integrator.

6.4. Selzy may withhold, reverse, offset, or deny any payment in the event of suspected fraud, abuse, policy violation, or breach of these Terms.

6.5. The Integrator is solely responsible for any and all taxes, duties, or other governmental charges relating to commissions paid by Selzy. The Integrator shall provide Selzy with any tax documentation reasonably required under applicable law (including, where applicable, a W-9 or W-8-BEN). Selzy may withhold payment of commissions until required tax documentation has been provided.

7. Selzy Rights

7.1. Selzy retains full control over the Selzy platform, pricing, billing, support model, client assignment logic, and Integrator Program administration.

7.2. Selzy may modify commission rates, assignment rules, eligibility requirements, payment procedures, or any other part of the Integrator Program at any time. Any modification to commission rates shall take effect no earlier than 30 days after Selzy has notified the Integrator of such change. Other modifications may take effect immediately upon notice.

7.3. Selzy may interpret these Terms and resolve any dispute, reassignment issue, overlap, or compensation issue at its sole discretion.

8. Term and Termination

8.1. Participation in the Integrator Program continues until terminated by either party or suspended or terminated by Selzy. An Integrator may terminate their participation at any time by providing written notice to Selzy. Selzy may terminate an Integrator’s participation with 15 days’ written notice without cause, or immediately for cause as set out in Section 8.2.

8.2. Selzy may suspend or terminate an Integrator’s participation immediately and without prior notice upon: (a) breach of any provision of these Terms; (b) fraudulent or deceptive activity; (c) conduct that in Selzy’s reasonable judgment poses a material reputational, legal, or commercial risk to Selzy; (d) prolonged inactivity (defined as no active Client assignment for a period of 12 consecutive months); or (e) insolvency or cessation of business by the Integrator. Selzy will use reasonable efforts to notify the Integrator of a suspension or termination and the stated reason promptly after taking such action, except where notification would compromise an ongoing fraud investigation.

8.3. Upon termination, Selzy may discontinue future commission payments except to the extent that commissions have already accrued on Subscription Revenue received by Selzy prior to the effective date of termination and remain unpaid at that date.

9. General Provisions

9.1. Nothing in these Terms creates an employment, agency, franchise, joint venture, or exclusive relationship between Selzy and the Integrator.

9.2. The Integrator acts as an independent contractor.

9.3. In the event of any conflict between these Terms and any informal description of the Integrator Program, these Terms prevail.

9.4. Selzy may update these Terms from time to time by publishing a revised version or otherwise notifying Integrators.

9.5. These Terms and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware (USA), without regard to its conflict of laws rules.

9.6. To the maximum extent permitted by applicable law, Selzy’s total liability to the Integrator under or in connection with these Terms shall not exceed the total commission payments actually paid to the Integrator in the 6 (six) months immediately preceding the event giving rise to the claim. Selzy is not liable for any indirect, incidental, consequential, or lost-profit damages arising from the Integrator Program, including loss of anticipated commissions or business opportunities.