Terms and Conditions of the ClickMeeting Affiliate Program

Transcription

1 Terms and Conditions of the ClickMeeting Affiliate Program 1. Introduction These Terms and Conditions govern the the ClickMeeting Affiliate Program, which is organized by Implix USA Inc. By participation in the ClickMeeting Affiliate Program, the Affiliate agrees to these Terms and Conditions and to the General Terms of the ClickMeeting Service. For the purpose of these Terms and Conditions the following terms shall have the following meanings: Implix- Implix USA Inc. with its registered office address at 702 West Street, Wilmington, DE 19801, USA; Affiliate Program- the ClickMeeting Affiliate Program, organized and conducted by Implix; Affiliate- a person or an entity who has enrolled in the Affiliate Program. The term Affiliate does not imply any formal association with Implix; Service- the ClickMeeting Service, offered by Implix, which enables the User to create, participate in and manage online meetings governed by the General Terms of the ClickMeeting Service; Referral Link- a unique link assigned by Implix solely to the Affiliate, redirecting to the Service website; ClickMeeting Agreement- the ClickMeeting Service agreement concluded by a third person through the Referral Link given to the Affiliate; Account- an Affiliate account created on available to the Affiliate by using their unique User name and password; Referred Customer- each person who concluded a ClickMeeting Agreement in the preceding month, by using the Affiliate s Referral Link; List- a list of all ClickMeeting Agreements concluded within the preceding month, visible to the Affiliate in their Account; Sales Commission- a remuneration paid to the Affiliate by Implix under provision of these Terms and Conditions. 2. Participating in the Affiliate Program 1. To enroll in the Affiliate Program, the Affiliate must fill out the registration form with current, complete, and accurate information. If there is a need to update this information, the Affiliate should contact the

2 Affiliate Department and inform them about the change(s) or do it on their own in the Account. The Affiliate Department can be reached via Implix s website. 2. Providing false information in the registration form will result in immediate removal from the Program and will forfeit all outstanding Affiliate Sales Commission. 3. Implix reserves, at its sole discretion, the right to refuse anyone participation in the Affiliate Program at any time. Implix also reserves the right to refuse Affiliates from certain countries that have a track record of originating credit card fraud. 3. Obligations of the Affiliate 1. The Affiliate promotes and advertises the Service as a part of their business activity. 2. Every ClickMeeting Agreement shall be deemed as an agreement concluded as a result of the performance of the Affiliate s activity. 3. The Affiliate shall market and advertise the Service diligently and in goodwill, and shall develop, operate and maintain their website and Referral Links, at their sole cost, expense, and risk. 4. The Affiliate can purchase the Service through their own Referral Link and will receive Sales Commission from such purchases. 5. Any attempt to artificially inflate Sales Commission will result in immediate removal from the Affiliate Program and will forfeit all outstanding Sales Commission. 6. The Affiliate is responsible for all taxes and other similar levies applicable to the Sales Commission pursuant to any law or regulation. The Affiliate shall report Sales Commission to their tax authorities as required by applicable law. 7. The Affiliate is obliged to provide Implix with current, full and accurate details or documents, should Implix be responsible for the provision of such documents or details under any tax law or regulation. In particular, if an Affiliate is a U.S. citizen, resident, or organization, Implix shall require a tax ID, or Social Security number in the case of individuals, a tax registration name, and a tax classification. In the event of the Affiliate s failure to provide Implix with the above-mentioned documents, Implix reserves the right to withhold payment of the Sales Commission. 8. The Affiliate acknowledges that trademarks and other materials, in particular, but not limited to, the marketing materials, are the property of Implix and may be used by the Affiliate for the promotion of the Service in relation to the Affiliate Program only according to the instructions of Implix. The instructions are placed on the Affiliate Panel. 9. The Affiliate agrees that their participation in the Affiliate Program is subject to all applicable national, international, state, and local laws and any and all applicable regulations, including these Terms and Conditions. 4. Sales Commission 1. The Affiliate has access to the List on their Account. 2. The List shall include the name, the first letter of the surname and the account Username of a Referred Customer, as well as the amount of the Sales Commission. 3. Implix agrees to pay the Affiliate Sales Commission for each ClickMeeting Agreement, provided that the Referred Customer has paid a service fee to Implix in the preceding month, subject to the exception provided for in clause 4.7.

3 4. The Sales Commission amounts to 30% of the amount paid by the Referred Customer within the preceding month, reduced by the due taxes. 5. Implix reserves the right to discount the price of the Service for chosen customers. 6. The Affiliate acquires the right to the payment of Sales Commission if the balance due on the Affiliate account exceeds USD 50 or EUR 40. In such an event Implix shall issue the Affiliate s payment in the form of a USD check, ACH or Eurotransfer, unless other provisions are made. Based on internal risk analysis, Implix reserves the right to withhold the first payment, and any other payments originating from an account where there is suspected fraud activity, for a period of up to 3 months. 7. Affiliate checks are mailed via regular mail to the address provided upon registration, on the 20th of every subsequent month. The Sales Commission paid by ACH and Eurotransfer is made on the same date as in the case of checks. 8. If on the last day of the month the balance due on the account is less than USD 50 or EUR 40, the Sales Commission will be accumulated in the account. 9. To ensure proper Sales Commission payment, the Affiliate is solely responsible for providing and maintaining accurate contact details including their address, as well as payment information associated with their Account. If the Affiliate is a US taxpayer, without limitation, a valid tax identification number and Form W-9 shall be included. If the Affiliate is a non-us taxpayer, they should provide Implix, without limitation, with either a signed certification that they do not have US Activities, or a completed Form W-8 or other form, which may require a valid US tax identification number, as required by the US tax authorities. No Sales Commission payment shall be made unless the Affiliate provides Implix with accurate and complete contact and tax details. 10. The Affiliate acknowledges and agrees that all the sums of the Sales Commission payable due to their participation in the Affiliate Program are calculated jointly for the purpose of the fulfillment of tax obligations. 11. Implix reserves the right to change the rate of commission and Service prices at any time. Any Sales Commission accrued after such a change will be at the new rate. 12. The Sales Commission is paid to the Affiliate for the period in which the Referred Customer pays the monthly service fee to Implix. 5. Marketing materials and promotion 1. The Affiliate shall promote the Service with the use of the marketing materials provided by Implix. 2. The Affiliate has the right to promote the Service with the use of their own marketing materials, ensuring their compliance with applicable laws, solely upon receipt of the prior written consent of Implix. 3. The Affiliate has no right to use content or statements which are illegal or may be misleading. 4. The Affiliate has no right to promote the Service with any marketing tools such as Google AdWords or similar. 5. The Affiliate shall be solely responsible for all materials that appear on their site. The Affiliate should strictly adhere to all applicable laws and regulations in conducting their business, and more specifically in marketing and advertising the Service. In the event of the usage of these trademarks and other materials, by the Affiliate, violating the provisions above, Implix is entitled, to terminate the Service, without prior warning. Additionally, if Affiliate s actions caused damages, Implix is entitled to seek out compensation from the Affiliate.Implix shall have the right to approve or decline the graphics, logos, banners and other materials used by the Affiliate in relation to the Referral Link to the Service and to

4 make suggestions related to this issue to the Affiliate. The Affiliate agrees to conform to the suggestions made to them by Implix, in particular, the Affiliate is obliged to make changes to their website and other marketing materials used to promote the Service. 6. The Affiliate is not allowed to associate any marketing materials with pornography, adult-rated material, child pornography, bigotry, racism, hatred, profanity, mail fraud, or any material which may be insulting to another person or company. 6. Abusive practices The Affiliate agrees that they shall not (i) make associations in any content made available on the Affiliate Panel, in particular, the marketing materials or (ii) offer to provide any goods or services, or (iii) engage in business practices that: 1. are unlawful, threatening, abusive, harassing, defamatory, obscene, libelous, slanderous, deceptive, fraudulent, invasive of another person's privacy, tortuous, or otherwise violate Implix's rules or policies 2. victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability 3. associate any content broadcasted through the Service with pornography, adult-related material, child pornography, bigotry, racism, hatred, profanity, mail fraud, or any material which may be insulting to another person or company 4. infringe on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party, including, but not limited to, unauthorized copying and posting of pictures, logos, software, articles, musical works and videos 5. contain harmful content, including, without limitation, software viruses, Trojan horses, worms, time bombs, cancel bots, spy-ware, or any other files, software programs, or technology that is designed or intended to disrupt, damage, surreptitiously intercept or expropriate services or any system, program, data or personal information, or limit the functioning of any software, hardware, or equipment or to damage or obtain unauthorized access to any data or other information of any third party 6. impersonate any person or entity, including any of our employees or representatives 7. violate any law, statute, ordinance, or regulation including, without limitation, those governing consumer protection, Internet tobacco sales, unfair competition, anti-discrimination or false advertising 8. offer or disseminate fraudulent goods, services, schemes, or promotions (e.g. make-money-fast schemes, chain letters, pyramid schemes) or engage in any unfair deceptive act or practice 9. are associated with any form of gambling or lottery-type services

5 10. are associated with any form of adult, sexually oriented, or obscene materials or services, including without limitation, any material clearly designed to sexually arouse the viewer/reader (e.g. books, text, photos, videos, X-rated movies, pornographic materials, etc.), any materials which require individuals to be eighteen (18) or older to view or purchase those materials, escort services, and adult websites 11. are associated with the sale of any controlled drug that requires a prescription from a licensed practitioner; or any over-the-counter drug, or nonprescription drugs 12. are associated with illegal telecommunications or cable television equipment, such as access cards, access card programmers and unloopers, cable descramblers or filters 13. are associated with weapons of any kind and related items, including firearms, firearm parts and magazines, ammunition, BB and pellet guns, tear gas, stun guns, switchblade knives and martial arts weapons 14. market for: nicotine, nicotine services, services imitating nicotine services, symbols relating to smoking or nicotine alcohol of any kind drugs of any kind, services relating to drugs, symbols relating to drugs, the use of drugs of any kind medical services, medical aid, medical assistance, medicines video lotteries, cylindrical games, card games, dicing, and automated games 15. call on minors directly to purchase Implix Services 16. encourage minors to influence their parents or other persons with the aim of impelling them to buy Implix Services 17. take advantage of minors' trust in their parents, teachers or other persons 18. unreasonably show minors in dangerous situations, or 19. use the Service to affect the subconscious of a recipient. 7. Referral Links, cookies 1. Upon registration, Implix assigns the Affiliate Referral Link, which redirects to the Service website. 2. The Referral Link contains a unique affiliate login assigned to the Affiliate. This information is saved on the computer of the visitor who enters the Service website thru the Referral Link, in the form of a cookie. 3. The Affiliate s Sales Commission is tracked through the use of cookies. In some cases, it will not be possible to track traffic from the Affiliate's site to the Service website, because the visitor is using cookie-

6 blocking software. Implix is only responsible for paying commission on sales that can be tracked back to the Affiliate using the technology in use by Implix. 8. Chargebacks, refunds, frauds 1. In the event of a chargeback made by the Referred Customer or a refund conducted with the cooperation of Implix Customer Support, the Sales Commission for this Referred Customer shall be reimbursed. 2. The Affiliate agrees that the amount of reimbursed Sales Commission shall be deducted from the whole amount of Sales Commission due for a month in which the chargeback or refund was made, unless the Affiliate has not acquired the right to the Sales Commission, based on clause 3.7 or the Sales Commission owed to the Affiliate in the following month is not sufficient to cover the deducted Sales Commission. In such an event, the Affiliate is obliged to reimburse this amount directly, upon receipt of an invoice issued by Implix immediately. 3. Any fraudulent activity that can be traced directly to the Affiliate's actions will cause immediate termination and forfeiture of any commission earned, and legal prosecution if possible. Implix reserves the right to decline sales from any country should it have any reason to believe the order may be fraudulent. 9. Disclaimer of warranties, limitation of liabilities 1. In no event shall Implix be liable for special, incidental, consequential or punitive damages, including, without limitation, any damages resulting from loss of profits, loss of business or loss of goodwill arising out of or in connection with these Terms and Conditions or any of the Services, whether or not such a party has been advised of the possibility of such damages. 2. Implix shall not be liable for any damages if, for any reason whatsoever, its website fails or is nonoperational. 3. Should the fulfillment of any obligation of Implix arising out of these Terms and Conditions, whether by Implix or its Employee, or its independent contractor, be prevented or hindered directly or indirectly by fire, the elements or civil commotion, strikes or lock-outs, shortage of labor, breakdown or partial failure of machinery, short, temporarily and accidental suspension of providing services in relation to these Terms and Conditions or the Service and its website, or delay on the part of any independent subcontractor or supplier as a result of circumstances which neither Implix nor the Affiliate could foresee or suspect, or acts, orders or regulations of the Government, or any other cause whatsoever beyond the reasonable control of Implix, then the time for fulfillment of any obligations of Implix arising out of these Terms and Conditions shall be extended for a reasonable period with regard to the effect of the delaying cause. 4. Implix will not be responsible if a referred sale goes unregistered for any reason. 5. Implix will not be responsible for any intermediary charges, transaction fees and other costs or expenses accrued by the Affiliate. 6. Any correspondence relating to the non-receipt of a commission check, loss of a commission check, or inability to cash the commission check, must be initiated by the Affiliate within a reasonable time to arrange an alternative payment method.

7 10. Termination 1. Implix has the right to remove the Affiliate from the Affiliate Program and the Affiliate may quit the Affiliate Program at any time based on a one-month termination notice. 2. Implix may, at its own discretion, remove the Affiliate from the Affiliate Program by giving the Affiliate notice with immediate effect, upon the occurrence of any of the following, in particular: a) in the event of any fraud or other gross misconduct; or b) if the Affiliate does not perform their obligations arising from these Terms and Conditions properly c) if the Affiliate fraudulently increases or attempts to increase the number of ClickMeeting Agreements 11. Assignment Implix may assign its rights and/or delegate its duties hereunder to any third party upon delivery of the written notice thereof to the Affiliate Other provisions 1. The Affiliate represents and warrants to Implix that these Terms and Conditions have been duly and validly executed and constitute a legal obligation, enforceable within the terms of this document. 2. The illegality, invalidity or unenforceability of any provision of these Terms and Conditions shall not affect the legality, validity and enforceability of any other provisions hereof. 3. It is also understood and agreed by the parties that if any provision of these Terms and Conditions is prohibited or is unenforceable under the law of any government having jurisdiction, (i) such an invalid or unenforceable provision will be modified to the extent necessary to render it valid and enforceable without altering its intent, or (ii) if such modification is not possible, these Terms and Conditions will be construed as if such an invalid or unenforceable provision had never been contained in these Terms and Conditions. 4. Implix reserves the right to modify, add or delete any documents, information, graphics or other content appearing on or in connection with Implix s website, or the Service website, including these Terms and Conditions, at any time without prior notice. 5. The federal and state courts located in the state of Implix s headquarters shall be the sole and exclusive jurisdiction for any such action. 6. The governing law is the law of the state of Implix s headquarters.