Terms
& Conditions – SEEDOR Affiliate Program
Effective 2021-01-05
1.
GENERAL
1.1. WUNDR GmbH,
("Company", "we", "us", "our"),
manufactures and sells the SEEDOR® Safe Recovery Seed Back Up. We hereby grant
to approved third parties ("Affiliate", "you",
"your", "yours") a non-exclusive and limited right to
advertise and promote the Company's goods & services and to direct traffic
to our website through graphical or textual HTML links (Referral Link).
1.2. To enter the Program, the
Affiliate acknowledges acceptance of the Program's Terms and Conditions by
signing up for an Affiliate account at https://af.uppromote.com/seedor/register After account creation, the traffic and sales originating
from the Affiliate will be tracked in the program.
1.3. This Agreement shall apply only
to Affiliates who accept the Terms and Conditions. Only Affiliates who accept
this Agreement may participate in the Program.
1.4. The Affiliate is entitled to
the Affiliate Reward. The Affiliate shall have no claims to any additional
compensation.
2.
AFFILIATE REWARDS
2.1. The Affiliate Reward is a
commission of 12% of the sales price excluding both shipping costs and VAT sold
to Referred Visitors. If an order has a discount associated with it, the
discount amount is deducted from the affiliate commission.
2.2. The Payout Threshold is 50 EUR.
2.3. The Payout is fulfilled at the
earliest 30 days after being requested by the Affiliate via the affiliate
dashboard in order to allow time for order cancellations. After 30 days the
payout will be made to your specified payout details.
2.4. A Confirmed Sale occurs when a
Referred Visitor (1.) purchases Company goods or services, (2.) performs the
purchase within four weeks of the Referral, (3) does not cancel the order
within thirty (30) days, and (4) does not request a refund.
2.5. Referred Visitors are tracked
using Cookies. A Cookie expires 30 days after the most recent click on the
Referral Link. The Affiliate acknowledges that the Referral Link cannot be
tracked if a customer or their web browser or a web browser extension disables
Cookies, disables JavaScript, clears the browser cache prior to a purchase, or
other related actions affecting Cookie persistence; in this case, a resulting
purchase cannot be labeled a Confirmed Sale and will not apply as a Reward.
2.6. The Affiliate acknowledges that
if a customer follows a Referral Link from more than one Affiliate, only the
most recent Referral Link used will be credited with a Confirmed Sale and
subsequent Reward.
2.7. We reserve the right to fulfill
a payout in fiat currency even if the payout was requested in bitcoin.
3.
AFFILIATE OBLIGATIONS
3.1. 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 Agreement. Other than the rights 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.
3.2. The Affiliate agrees to not
publish or operate any website, explicitly or implied, that resembles our
website nor design your website in a manner which leads customers to believe
you are the Company or an affiliated business of the Company.
3.3. The Affiliate agrees to not
commit fraud or submit fake transactions.
3.4. The Affiliate agrees to not use
spam, adware and/or malware to promote Company products.
3.5. The Affiliate agrees to not
steal traffic from, or interfere in any way with, other Affiliates.
3.6 . The Affiliate agrees to comply
with all applicable laws and regulations with respect to the Affiliate's
website content and activities related to this Program and our Company.
3.7. The Affiliate agrees that the
Company may record the Affiliate's sales statistics and other information
provided by the Affiliate during registration. The Company will take reasonable
steps to maintain the confidentiality of the information.
3.8. The Affiliate agrees to
provide, on request, all necessary information about the Affiliate's
promotional activities regarding the Affiliate Program.
3.9. We may monitor your website to
determine if you are following the Terms and Conditions of this Agreement. We
may notify you of any changes to your site that we feel should be made, or that
would improve performance. If you do not make the changes we feel are
necessary, we reserve the right to terminate your participation in the
Affiliate Program.
4.
AMENDMENTS AND TERMINATION
4.1. Either you or we may end
participation in the Program at any time. In addition, this Agreement will
terminate immediately upon any breach of the Terms and Conditions by you. The
Company has the sole right to determine whether a breach of rules occurred.
4.2. The Company may amend the Terms
and Conditions of the Affiliate Program at any time. Amendments to the
Affiliate Reward Terms and Conditions will apply after a seven day notice
period.
4.3. The Affiliate agrees that upon
termination from the Program, for any reason, the Company and associated partners
bear no responsibility for any loss or damages caused by the termination.
4.4. The Affiliate acknowledges that
termination from the Program, by the Company or by the Affiliate's own
decision, will result in voiding all pending Rewards, such as those that have
not reached the Payout Threshold or customer purchases that have not achieved a
Confirmed Sale status.
5.
DISCLAIMER
(5) WUNDR GmbH makes no express or
implied representations or warranties regarding our service and website, or the
products or services provided therein, any implied warranties of the company's
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.
6.
LIMITATIONS OF LIABILITY
(6) WUNDR GmbH 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 the company's 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.
7.
INDEMNIFICATION
(7) You hereby agree to indemnify
and hold harmless WUNDR GmbH, and its subsidiaries and affiliates, and their
directors, officers, employees, agents, shareholders, partners, members, and
other owners, against any and all claims, actions, demands, liabilities,
losses, damages, judgments, settlements, costs, and expenses (including
reasonable attorneys' fees) (any or all of the foregoing hereinafter referred
to as "Losses") insofar as such Losses or actions in respect thereof
arise out of or are based on (i) any claim that our use of the affiliate
trademarks infringes on any trademark, trade name, service mark, copyright,
license, intellectual property, or other proprietary right of any third party,
(ii) any misrepresentation of a representation or warranty or breach of a
covenant and agreement made by you herein, or (iii) any claim related to your site,
including, without limitation, content therein not attributable to us.
8.
CONFIDENTIALITY
(8) 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 Program 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.
9.
GOVERNING LAW
(9) This Agreement shall be governed
by and construed in accordance with the laws of the Company's domicile, Saarbrücken,
Germany, without regard to the conflicts of laws provisions thereof. The
parties hereby submit to the exclusive jurisdiction of, and any action or suit
under this Agreement shall only be brought by the parties to, courts with
jurisdiction in Saarbrücken, Germany.
10.
MISCELLANEOUS
10.1. Participation in the Affiliate
Program does not constitute any partnership, joint venture, agency, franchise,
sales representative, or employment relationship between you and the Company.
You will have no authority to make or accept any offers, warrants, or
representations on our behalf. You will not make any statement, whether on your
site or otherwise, that contradicts this Section.
10.2. The Affiliate acknowledges
that the Company owns and has exclusive rights to any and all customer
information which comes into the Affiliate's possession relating to the
Affiliate Program.
10.3. This Agreement represents the
entire agreement between us and you, and shall supersede all prior agreements
and communications of the parties, oral or written.
10.4. 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.
10.5. 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.
