Marketing Affiliate Program Agreement


FOREWORD
 
 
 
Our affiliated ambassadors are very important to us. We do our best to treat You with the fairness and respect You deserve. We simply ask the same consideration of You. We have written the following affiliate agreement with You in mind, as well as to protect our company's good name. So please bear with us as we take You through this legal formality.
 
 
 
If You have any questions, please don't hesitate to let us know. We are strong believers in straightforward and honest communication. For quickest results please email us at ambassadors@weret.com or Your contact person directly.
 
 
 
The Marketing Affiliate Program Agreement applies to Your participation in our Marketing Affiliate Program. These terms are so important that we cannot have You participate in our Marketing Affiliate Program unless You agree to them.
 
 
 
We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Marketing Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we will let You know via electronic means, which may include an in-app notification or by email. If You don’t agree to the update or replacement, You can choose to terminate as we describe below.
 
 
 
DEFINITIONS
 
 
“Affiliate Code” means the unique voucher code You place on Your site or promote through other channels, that we have made available to You via e-mail or other means.  
 
 
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to You via e-mail or other means.  
 
 
 
“Affiliate Link” means the unique tracking link You place on Your site or promote through other channels.
 
 
 
“Affiliate Marks” means Your trademarks, service marks and logos.
 
 
 
“Affiliate Tool” means the tool provided by us where You can access a variety of information.
 
 
 
"Agreement" means this Marketing Affiliate Program Agreement and all materials referred or linked to in here and contains the complete terms and conditions of the agreement between the Affiliate and Weret regarding Your participation in the Weret Marketing Affiliate Program.
 
 
 
“Commission” means an net amount described on the Program Policies Page for each Customer Transaction.
 
 
 
“Customer” means the authorized actual end customer of the Weret products who has purchased the Weret products after being an Affiliate Lead.
 
 
 
“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.
 
 
 
"Customer Data" means all information that Customer submits or collects via Weret Products or sites and all materials that Customer provides or posts, uploads, inputs or submits for public display through the Weret products or sites.
 
 
 
“Marketing Affiliate Program” means our marketing affiliate program as described in this Agreement.
 
 
 
"Weret Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
 
 
 
“Program Policies” means up to date guidelines and policies for the Marketing Affiliate Program.
 
 
 
“Program Policies Page” means the landing page: http://weret.com/program-policies where we will provide all the up to date guidelines and policies for the Marketing Affiliate Program.
 
 
 
"We", "us", “our”, and “Weret” means Weret AB, a company established and existing under the laws of Sweden and maintaining its principal place of business at Geijersgatan 1B, 41134 Gothenburg, Sweden, Registration No. 559148-8886, VAT No., VAT No. SE559148888601
 
 
 
“You” and “Affiliate” means the party, other than Weret, entering into this Agreement and participating in the Affiliate Program.
 
 
 
NON-EXCLUSIVITY
 
 
 
This Agreement does not create an exclusive agreement between You and us. Both You and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
 
 
 
AFFILIATE REGISTRATION PROCESS 
 
 
 
Once You complete an application to become an Affiliate, we will review Your application and notify You whether You have been accepted to participate in the Marketing Affiliate Program, or not. Before we accept an application, we may want to review Your application with You, so we may reach out to You for more information. We may require that You complete certain requirements or certification(s) before we accept Your application.
 
 
 
If You are accepted to participate in the Marketing Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, You will need to complete any enrolment criteria set out in the Program Policies, if applicable. Failure to complete any enrolment criteria within thirty (30) days of Your acceptance will result in the immediate termination of this Agreement and You will no longer be able to participate in the Marketing Affiliate Program.
 
 
 
You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.
 
 
 
CUSTOMER TRANSACTIONS
 
 
 
Marketing Affiliate Program Limits. Each accepted Affiliate Lead will expire according to the information provided on the Program Policies Page from the date the Affiliate Lead clicked on the Affiliate Link that was made available by You. A Customer Transaction made with an Affiliate Code will override an Affiliate Lead, and the Commission will be associated to the Affiliate with the associated Affiliate Code. We will pay You Commission for each new Customer who completes a Customer Transaction after clicking on an Affiliate Link made available by You, or that have entered Your Affiliate Code, provided that You remain eligible to receive Commission pursuant to the terms of this Agreement. You will receive a Commission payment for that Customer Transaction only. The Affiliate will not be entitled to receive Commission on any additional purchases of Weret Products by that same Customer via other links.
 
Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, and (ii) a Customer Transaction must have occurred. Any transactions occurring on other domains not owned by Weret will not be eligible for Commission.
 
 
 
Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that We make available to You and are accepted by Weret. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers. An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or if the Agreement has terminated.
 
 
 
Cookie Duration. Cookies used as part of this marketing affiliate program have a 20 day duration. If a potential customer clears their cookies during this period or use another web browser in which the cookie was not activated prior to the signup, We shall not be liable for any commissions that may have been owed to You.
 
 
 
Engagement with Prospects. Once We have received the Affiliate Lead information, We may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then We may choose to maintain it in our database and We may choose to engage with such Affiliate Lead.
 
 
 
Commission and Payment. Requirements for Payment; Forfeiture. In order to receive payment under this Agreement, You must have: (i) agreed to the terms of this Agreement (completed through registration of becoming an Affiliate in the Affiliate Tool); (ii) completed all steps necessary to create Your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date SWIFT code and IBAN bank account and updated the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for Weret to process any payments that may be owed to You.
 
 
 
Commission Payment. We, or a partner to us, will pay the Commission amount due to You within forty-five (45) days after the end of each fiscal quarter for Commission amounts over 100 USD that You become eligible for according to the Eligibility section above. We will determine the currency in which We pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless We choose to in our discretion).
 
 
 
Taxes. You are responsible for payment of all taxes applicable to the Commission. All amounts payable by us to You are subject to offset by us against any amounts owed by You to us. In the event of an audit of Weret, You agrees to provide copies of Your tax returns and other documents, including records showing that You are engaging in an independent business.
 
 
 
Commission Amounts. We reserve the right to alter or change the Commission amount. We will post all information regarding the Commission amount on the Program Policies.
 
 
 
TRAINING & SUPPORT
 
 
 
We may make available to You, without charge, various webinars and other resources made available as part of our Marketing Affiliate Program. If We make such resources available to You, You will encourage Your sales representatives and/or other relevant personnel to participate in training and/or other certifications as We recommend and may make available to You from time-to-time. We may change or discontinue any or all parts of the Marketing Affiliate Program benefits or offerings at any time without notice.
 
 
 
TRADEMARKS
 
 
 
You grant to us a nonexclusive, nontransferable, royalty-free right to use and display Your Affiliate Marks, trademarks, service marks and logos in connection with the Marketing Affiliate Program and this Agreement.
 
 
 
During the term of this Agreement, in the event that We make our trademark available to You within the Affiliate Tool, You may use our trademark as long as You follow the usage requirements in this section. You must: (i) only use the images of our trademark that We make available to You, without altering them in any way; (ii) only use our trademarks in connection with the Marketing Affiliate Program and this Agreement; and (iii) immediately comply if We request that You discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies We endorse, sponsor or approve of Your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
 
 
 
You retain ownership of all rights including intellectual property rights, of the User Content generated in according to the Marketing Affiliate Program. You grant Weret a non-exclusive, transferable, sub-licensable, royalty-free, for a term equal to the duration of the Agreements plus five (5) years, irrevocable, fully paid, worldwide license to use, reproduce, make available to the public, publish, translate, modify create derivative works from, and distribute any of your generated content in connection to the Marketing Affiliate Program. You represent and warrant that you have secured any and all rights necessary and appropriate to submit content on the Marketing Affiliate Program, including all necessary intellectual property rights.
 
 
 
CONFIDENTIALITY
 
 
 
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
 
 
 
TERM & TERMINATION
 
 
 
Term. This Agreement will apply for as long as You participate in the Marketing Affiliate Program, until terminated.
 
 
 
Termination Without Cause. Both You and us may terminate this Agreement on fifteen (15) days written notice to the other party.
 
 
 
Termination for Agreement Changes. If We update or replace the terms of this Agreement, You may terminate this Agreement on five (5) days written notice to us, provided that You send us written notice within ten (10) days after We send You notice of the change.
 
Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to You of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to You of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if You become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if You breach the terms applicable to Your subscription with us (if You have one), including if You default on Your payment obligations to us or our affiliate, or (v) immediately, if We determine that You are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
 
 
 
Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us, (ii) by You with cause, (iii) by You according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay You a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall You be entitled to payment of Commission under this Agreement. Upon termination or expiration, You will discontinue all use the Affiliate Tool that We make available to You for Your participation in the Marketing Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and We may choose to maintain it in our database and engage with such a prospect.
 
 
 
Upon termination or expiration, You will immediately discontinue all use of our trademark and references to this Marketing Affiliate Program from Your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.
 
 
 
AFFILIATE REPRESENTATIONS & WARRANTIES
 
 
 
You represent and warrant that: (i) You have all sufficient rights and permissions to participate in the Marketing Affiliate Program and to provision Weret with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) Your participation in this Marketing Affiliate Program will not conflict with any of Your existing agreements or arrangements; and (iii) You own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.
 
 
 
You further represent and warrant that: (i) You will ensure that You are compliant with any trade or regulatory requirements that may apply to Your participation in the Marketing Affiliate Program (for example, by clearly stating You are a Weret Affiliate on any website(s) You own where You make an Affiliate Link available); (ii) You will accurately provide in the Affiliate Tool all websites and domains You own where You intend to use Affiliate Links to generate Affiliate Leads; (iii) You will not purchase ads that direct to Your site(s) or through an Affiliate Link that could be considered as competing with Werets own advertising, including, but not limited to, our branded keywords; (iv) You will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) You will not attempt to mask the referring URL information; (vi) You will not use Your own Affiliate Link to purchase Weret products for Yourself.
 
 
 
INDEMNIFICATION
 
 
 
You will indemnify, defend and hold us harmless, at Your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) Your participation in the Marketing Affiliate Program, (b) our use of the prospect data You provided us, (c) Your noncompliance with or breach of this Agreement, (d) Your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will: notify You in writing within thirty (30) days of our becoming aware of any such claim; give You sole control of the defense or settlement of such a claim; and provide You (at Your expense) with any and all information and assistance reasonably requested by You to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
 
 
 
MISCELLANEOUS
 
 
 
You agree that 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 Weret. You are responsible to declare taxes and fees according to the laws in Your country. 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 any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
 
 
 
This Agreement shall be governed by and interpreted in accordance with the laws of Sweden, Gothenburg without regard to the conflicts of laws and principles thereof.
 
 
 
Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
 
You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
 
 
 
This Agreement represents the entire agreement between us and You, and shall supersede all prior agreements and communications of the parties, oral or written.
 
The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
 
 
 
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
 
 
 
Program Policies We may change the Program Policies from time to time. Your participation in the Marketing Affiliate Program is subject to the Program Policies
 
 
 
GDPR Data Processing Addendum Your participation in the Marketing Affiliate Program is subject to the GDPR Data Processing Addendum for Affiliates.
 

RELATED DOCUMENTS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Version. 1.0.2 issued by WERET AB
Org. No. 559148-8886, VAT No. SE559148888601
 

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