THIS IS A LEGAL AGREEMENT BETWEEN YOU AND TERRACOM S.A. (HEREINAFTER “TERRACOM”), OWNER AND OPERATOR OF SPOTYPAL (WWW.SPOTYPAL.COM) AND SPOTYPAL WORLD STORE (HTTPS://SHOP.SPOTYPAL.COM/SHOP/).
BY SUBMITTING THE ONLINE APPLICATION, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in SpotyPal’s Affiliate Program. The purpose of this Agreement is to allow affiliate linking between your web site and the SpotyPal World Store web site (https://shop.spotypal.com/shop/), hereinafter “SpotyPal World Store”. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Terracom, and “you,” “your,” and “yours” refer to you as our Affiliate partner.
2. Right to participate as an Affiliate partner
In order to participate in our Affiliate Program, you declare that:
a) You are either a legal entity (business) that has been lawfully registered in your jurisdiction and that owns lawful tax credentials in your jurisdiction and can issue lawful invoicing documents or a natural person who owns lawful tax credential in your jurisdiction. In both cases, you should have full contracting and legal capacity. You bear the responsibility to declare whether you act on behalf of a business or a natural person.
b) Your business or yourself (if natural person) is the owner or has the lawful license to operate the website that will participate in our Affiliate Program
c) If a business you act as the legal representative and/or have the legal power to represent the business that will participate in our Affiliate Program
d) Your website is not a parked domain nor a webpage without any content (or with any unlawful content) and/or does not contain (nor shall it contain in the future) any of the forbidden content and activities referred to in the present agreement.
3. Affiliate Obligations
3.1. To begin the enrollment process, you will complete and submit the online Affiliate Registration Form. We will evaluate your application and will contact you to inform if it was approved or rejected. The fact that we approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including (but not limited to) if it:
3.1.1. Promotes sexually explicit materials
3.1.2. Promotes violence and terrorism
3.1.3. Infringes any rights of children or minors
3.1.4. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
3.1.5. Promotes and/or contain illegal activities and/or content
3.1.6. Incorporates any materials or procedures which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
3.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
3.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
3.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are SpotyPal World Store.
3.2. As soon as we accept your application, we will contact you to provide us your business details and to sign this agreement. Afterwards, we will create an Account Profile for you, and you will receive your unique username and password. You have the obligation to keep safe and secret your password at all times and to inform us in case of loss, disclosure or unauthorized use of your password and/or your Account Profile. Any act or omission in the Platform with the use of your unique username and your secret password will be interpreted as your action or omission.
3.3. As a member of SpotyPal’s Affiliate Program, you will have access to Affiliate Dashboard. Here you will be able to review our Program’s details, download HTML code (that provides for links to web pages within the SpotyPal World Store) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all sales/purchases from your site to ours, you must use the HTML code that we provide for each banner, text link, or another affiliate link we provide you with.
3.4. The maintenance and updating of your site will be your responsibility. Also, it is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.
4. Our Rights and Obligations
4.1. We have the right (but we are under no obligation) to monitor your website at any time in order to determine if you are compliant to the terms and conditions of the present Agreement as well as in order to make sure that the links and references to our website are corresponding and are appropriate to our Affiliate Program. In this context you agree that we may notify you, at our sole discretion, of any changes we think appropriate (or necessary) for your website and to the links and/or references you make to us. If you do not abide to our requests, we reserve the right to terminate your participation in the SpotyPal Affiliate Program.
4.2. We reserve the right to terminate this Agreement and your participation in the SpotyPal Affiliate Program immediately and without notice to you should you commit fraud in your use of the SpotyPal Affiliate Program, or should you abuse this program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.
5. Duration of the Agreement and Termination
5.1. The duration of the present Agreement begins upon our acceptance of your application to our Affiliate Program and is open-ended; it shall continue unless terminated under the conditions set hereunder.
5.2. This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder. We may refuse and/or not accept any applicant at our sole discretion.
5.3. Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice via email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
6. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include but are not limited to, changes in the payment procedures, in the participation prerequisites, in the rights or obligations, etc. In case you don’t agree with any modification, you have the right to terminate the Agreement.
7. Commissions and Payment
7.1. SpotyPal’s Affiliate program is a PPS (pay-per-sale) and your right to receive a commission starts as soon as we get a purchase generated from your website. To be eligible for a commission the user has to click first on your link and then purchase from the SpotyPal World Store.
7.2. The commission is calculated as following:
The amount of the commission varies from 10% to 40% of the amount received from every purchase (amount after deducting the applicable VAT and Shipping costs) depending on the performance.
Commission rates:
10% (Level 1) – from 1 to 99 purchases (referrals)
20% (Level 2) – from 100 to 299 purchases (referrals)
30% (Level 3) – from 300 to 399 purchases (referrals)
40% (Level 4) – 400 and more purchases (referrals)
You solemnly declare that the above-agreed commission is reasonable and fair for the service provided and covers also any good will and clientele that SpotyPal will obtain from your participation in the Affiliate program and that you will have no other remuneration claim against us.
In case that our commission policy changes, we will inform you about the new rates that will be applicable to any purchase conducted after the new charges come in force. In case that you disagree with the new commission policy, you can terminate our co-operation as provisioned in article 5.3. above. Payment will be made in US dollars, unless we mutually modify this option.
7.3. Commissions are calculated and cleared at the beginning of each contractual month. In specific we review the sales/purchases conducted within the previous months in relation to the members attributed to every Affiliate Partner.
We both accept that the logs (track records) that we keep in the back office of Platform regarding the sales/purchases conducted within each contractual month are absolute proofs of whether you have established the right to receive the commission set in the present Agreement. Clearance will take place at the beginning of each contractual month. In any case, you will be entitled to receive payment only for those members that have fully paid.
7.4. We will send you an email with the commission you are entitled from the purchases of the previous month. In order to receive your payment, you must send us the following data:
– Your payment details
– If you are a business you must first send us a valid invoice with electronic means issued by the same business that is registered as our Affiliate Partner. In your invoice, you must include the month of your payment. We shall remit payment to you 15 days from receipt of the invoice. We reserve the right to refuse/suspend payment until we receive a valid invoice; we can request from you to resend us a new appropriate invoice if your initial invoice is not valid in our jurisdiction.
If you are a natural person, we shall remit payment to you within the first 15 days of the month following the month in which you earned your commission.
In any case whatsoever either a business or a natural person, you bear all the responsibility to abide by your tax rules and to comply with all relevant laws and obligations (as well as to receive any administrative or other license that might be required for the receipt of the commission for participation in the Affiliate Program).
7.5. We use a third party to handle all of the tracking and payment. Kindly review their payment terms and conditions.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but any promotion that mentions SpotyPal could be perceived by the public or the press as a joint effort. For that reason, you should take all reasonable effort to make sure that our companies remain always distinct and you are not allowed to make any representation or undertake any other legal commitment on the name or on behalf of SpotyPal.
You should know that certain forms of advertising are always prohibited by us. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote SpotyPal so long as you have lawfully collected the personal data of the recipient, and recipients have the option to remove themselves from future mailings (opt-out/unsubscribe).
Also, you may post to newsgroups to promote SpotyPal so long as the news group specifically welcomes commercial messages. At all times however, you must clearly represent yourself and your web sites as independent from SpotyPal.
8.2. You should not misuse the Platform, the Affiliate Dashboard, the content provided by us nor hinder or interfere in any way to their operations or replace or modify the content. You should refrain from committing or encouraging any criminal offense, transmit or distribute viruses, or post any other malicious or technologically harmful material. You should abstain from committing any actions that can lead to unacceptable or extensive damage to the infrastructure or operation of the Platform and the Affiliate Program and you should not use the Platform and the Services in breach of confidence, privacy, or in any offensive or obscene way and in general in any illegal way.
8.3. Trademarks, logos as well as the URL of SpotyPal and SpotyPal World Store belong exclusively to us. Display of SpotyPal’s logo in your website for the performance of the Affiliation Services does not imply license of using it neither the connection between SpotyPal and yourself, apart from what is laid down in the present Affiliate Program. We do not provide to you or third parties any license or consent for use of the trademarks in no way apart from what is provided in the present Agreement.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of SpotyPal’s Affiliate Program.
You agree that all uses of the Licensed Materials will be solely for the purposes set in the present Agreement and the good will associated therewith will be to the sole benefit of SpotyPal World Store.
9.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
9.3. In any case of lapse or termination of the present Agreement, you shall immediately (the same moment) cease to have access and/or to use any of the Licensed Materials as well as have access in the Platform and/or your User Account.
10. Disclaimer
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You participate in the present agreement as a “business” entity meaning that you are a natural or legal person within the course of your business activity.
11.4. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
13. Indemnification
In case that you breach any of the warranties, contained in the present agreement, notwithstanding any other rights and/or claims we might have against you, you shall indemnify and hold us harmless against any and all actions, claims, demands for any damage or loss, costs, charges, proceedings and expenses (including legal fees), arising out of or in connection with, or incurred by reason of any infringement of any of the above.
14. Applicable law and jurisdiction
This Agreement shall be governed by and interpreted in accordance with the laws of Greece. Both parties agree that the exclusive competent Court for dispute solving that may arise from the application of this agreement is of the city of Ioannina in Greece.
15. Additional terms
15.1. 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 SpotyPal World Store. You will have no authority to make or accept any offers or representations on our behalf.
15.2. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.3. 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.
15.4. 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.