AFFILIATE AGREEMENT
I. DEFINITIONS
Operator: - Transaction Cloud Inc.
Website: Transaction Cloud service and https://transaction.cloud website belonging to Operator and enabling the placement of orders for the services provided by Operator, either directly or indirectly.
Vendor: the entity that is using Operator's platform for selling of licenses of SaaS and digital products.
Affiliate: a natural person, legal person, or an organizational unit without legal personality with the ability to assume obligations on its own and acquire rights, who recommends the services provided by Operator.
Consumer: a natural person, legal person, or an organizational unit without legal personality with the ability to assume obligations on its own and acquire rights, who used Affiliate's link and was redirected to the Website to purchase products from Operator.
Order: the successful transaction of purchasing one of Operator's packages by the Consumer using Affiliate's recommendation link
Affiliate Program: a system of a paid recommendations, which allows Affiliate to receive money from the recommendations made to Consumers
Affiliate Agreement: this agreement for the Affiliate Program
Commission: the amount earned from a successful recommendation (an order made by the Consumer on the Website because of a referral of Affiliate).
II. TERMS OF AFFILIATE AGREEMENT
This Agreement is between Operator and Affiliate for the purpose of Affiliate Marketing.
A. Joining rules
- To enroll in the Affiliate Program, Affiliate must abide by the following: a. be of legal age of majority in their jurisdiction or no younger than the age of 18, b. have the legal authority to enter into this Affiliate Agreement and to be bound to the promises, covenants, and other rules set forth herein, and c. have an account on Operator's Website. Affiliate can only create and use one account.
- Affiliate joins the Affiliate Program by generating an individual recommendation link in Operator's panel on the Website. (define "recommendation link")
B. Accounting rules
- Affiliate receives the agreed-upon commission for every successful recommendation.
- Affiliate's commission is reduced for every refund or chargeback that is directly related to an order received based on Affiliate's recommendation.
- Affiliate receives money for their recommendation only if the Consumer's account had no previous Orders.
- The minimum payout amount is $20.
- The payout is transferred to Affiliate's bank account monthly.
- Payouts are blocked when Affiliate has an excessive number of chargebacks or refunds. Excessive refunds are defined as greater than 3% of the monthly number of Orders. Excessive chargebacks are defined as greater than 1% of the monthly number of Orders.
- Operator charges Affiliate 2% of the payout amount. Bank fees may vary, and bank fees related to the transfer are the responsibility of Affiliate.
III. EXCLUDED METHODS AND PLACES OF PROMOTION
A. Affiliate certifies that their website, service, or correspondence do not contain any subject matter that in Operator's sole discretion is considered to include any of the following:
- Adult content, including nudity, sexual terms, and/or images of people in positions or activities that are excessively suggestive or sexual;
- Violent, obscene, defamatory, libelous, slanderous, and/or unlawful content;
- Hate speech, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of the individual or group;
- Any materials that infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or violate the law;
- Vendor's name or variations or misspellings thereof in its domain name or as keywords in PPC campaigns;
- Politically religious agendas;
- Any known associations with hate, criminal, and/or terrorist activities;
- Gambling, including but not limited to, without limitation, online casinos, sportsbooks, bingo, or poker;
- Software downloads that potentially enable diversions of commission from other Affiliates in the Affiliate Program;
- Code, designs, imagery, video, text, or other that make Affiliate's website resemble Vendor's website in a manner that leads Consumers to believe Affiliate's website is Vendor's website, Vendor's business, or Vendor's legal representative in any way;
- Rebates, coupons, or other forms of promised kickbacks from Affiliate's Commission as an incentive;
- Pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set Affiliate cookies unless the user has expressed a clear and explicit interest in using Affiliate's recommendation by clicking on a clearly marked link, button, or image. Affiliate Program links must direct users to Operator's Website;
B. Operator and Vendor reserve the right to monitor Affiliate's ways of promotion at any time to determine whether Affiliate is abiding by the Affiliate Agreement. Operator or Vendor may inform Affiliate of any changes that Affiliate must make to comply with any rule laid out in the Affiliate Agreement. If Affiliate fails to make these changes to Affiliate's website, social media channel, etc. within a reasonable time (no longer than 30 days), Affiliate will have materially breached this Affiliate Agreement.
C. Affiliate may not use misleading text on Affiliate links, buttons, or images to advertise anything besides currently authorized deals. The commercial purpose of Affiliate's marketing efforts must be clearly identifiable.
IV. TERMINATION
A. Operator may terminate this Agreement with immediate effect by delivering notice of the termination to Vendor/Affiliate, if either (a) Vendor/Affiliate fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and/or (b) the failure, inaccuracy, or breach continues for a period of 3 days after Operator delivers notice to Vendor/Affiliate. Written notice should be sent by email. B. Affiliate or Vendor may terminate this Agreement by providing 5-days' written notice. C. If, in accordance with section III, Operator or Vendor terminates the Affiliate Agreement, Operator shall block Affiliate's Affiliate Program account and shall not be liable to pay any Commission to Affiliate.
V. FINAL PROVISIONS
A. Operator reserves the right to modify, add, or remove any of these terms at any point in time. The current version of the Affiliate Program agreement is published on Operator's Website B. Self-referrals for Affiliate purchases are strictly prohibited. (define self-referrals) C. Affiliate is solely responsible for the maintenance and information updates on their website, social media channels, etc. For example, if Operator's pricing policy changes, Affiliate is responsible for updating this information. Operator may monitor Affiliate's website to make sure that it is up-to-date and to notify Affiliate of any changes that it must make. D. Affiliate has sole responsibility to follow all applicable laws, regulations, government decrees, authority decisions, and the like relating to Affiliate's website or their promotional content. These include, but are not limited to, the following:
- paying income taxes,
- protection of intellectual property,
- marketing of goods and services,
- unfair business practices, and
- any other similar fields of regulations.
If Affiliate violates any such rules of law or a third party presents any allegations or claims that pertain to the information and/or promotional content that Affiliate places on its website, Affiliate shall indemnify Operator and Vendor and hold them harmless for any and all costs arising out of any such violations, allegations, or claims.
VI. SEVERABILITY
If any provision of this Agreement shall be held or made invalid by a court decision, statute, or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.
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