MARKETING MINER – AFFILIATE PROGRAM TERMS AND CONDITIONS
This document (hereinafter referred to as the “Terms”) contains terms and conditions of affiliate program, that helps us promote our services, located at our website https://www.marketingminer.com (hereinafter referred to as the “Website”).
By creating the User account (as defined below), you signify that you have read, fully understood, and agreed to be legally bound by these Terms and that you comply with all applicable laws and regulations as they may change from time to time.
These Terms are in effect and was last updated as of October 01, 2021.
1. WHO WE ARE AND WHAT IS THE AFFILIATE PROGRAM?
1.1 PARTIES. Through this agreement we constitute a binding, contractual legal agreement (“Agreement”) between you (hereinafter referred to as the „you“) and the company Marketing Miner s.r.o., reg. ID 062 78 990, registered office České Budějovice, Chelčického 95/15, České Budějovice, 370 01, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in České Budějovice, section C, insert 29550 (hereinafter referred to as the „we“).
1.2 BUSINESS ONLY. The parties acknowledge that the program provided under these Terms is not intended for consumers, but only for persons and companies who will use participate exclusively in the course of their business.
1.3 LEGAL REPRESENTATION. If you are entering into this Agreement on behalf of a company, business, or other legal entity, you represent and warrant that you have all proper authorizations needed to bind that legal entity to this Agreement.
1.4 AFFILIATE PROGRAM. This affiliate program is our revenue – sharing program, through which you’ll promote our service – the Marketing Miner application, available from Website (“Service”) in a permitted manner (“Promotion”). In the event that a Promotion results in a behavior contemplated by this Agreement you will be entitled to payment of a monetary compensation (“Compensation”). The affiliate program is hereinafter collectively referred to in these Terms as the "Affiliate Program”.
1.5 AFFILBOX. Affiliate Program is provided through third party SaaS solution - AffilBox, available from https://www.affilbox.cz, which is run by the AffilBox s.r.o., Reg. No. 28777000, with its registered office at Jahnova 8, 530 02 Pardubice, Czech Republic, registered in the Commercial Register with the Regional Court in Hradec Králové, Section C, File No. 26701 (“Affilbox”).
2. HOW CAN I PARTICIPATE IN THE AFFILIATE PROGRAM?
2.1 REGISTRATION TO THE AFFILIATE PROGRAM. To enter into this Agreement, you must register and create a user account through the Affilbox and provide us with necessary data (hereinafter referred to as the “User Account”). When creating the User Account, you must provide complete and accurate information about yourself and agree to update such information as it changes.
2.2 SECURITY OF THE ACCOUNT. It is your responsibility to keep your User Account and any password provided to or created by you confidential. In the event, that your User Account is used without your consent or that you discover any other breach of security, you are obliged to promptly notify us. We are not responsible for your failure to comply with this clause, or for any delay in shutting down your User Account after you have reported a breach of security to us.
2.3 ACCURACY OF THE INFORMATION. By entering into this Agreement, you hereby agree that all registration information you submit will be true, accurate, current, and complete, and that you will maintain the accuracy of such information and promptly update such information as necessary. If you provide any information that is untrue, inaccurate, not current, or incomplete, then we have the right to suspend your User Account, terminate the Agreement, delete your User Account and terminate your participation in the Affiliate Program as well as refuse any and all current or future cooperation.
2.4 TAXES AND OTHER REGULATIONS. We are not obligated to and shall not provide you with tax and/or legal advice. We undertake no duty to investigate or research your tax status and/or obligations, and such research and investigation are solely your responsibility. You are obligated to independently assess and comply with all relevant tax and legal requirements, and you are solely responsible for your own sales tax collection, reporting, and any other obligation arising from Commission income. If we provide you with information, that information shall not be deemed tax or legal advice, and we shall not be responsible for the accuracy of such information.
2.5 RIGHT TO REFUSE. We have the right to refuse to enter into the Agreement with you for any or no reason and to establish a User Account or to terminate such User Account prior to the payment of any Commission without any notice.
3. HOW WILL I PROMOTE THE SERVICE?
3.1 PROMOTION. The purpose of Promotion is to find and attract new users, i.e. entities that are not yet users of our Service (“New Users”), who will visit our Website and subscribe to one of our Service's paid subscription plans.
3.2 REFERRAL LINK. To Promote the Service, you’ll be provided with unique link that contains your reference ID, which shall lead to our Service (“Referral Link”).
3.3 REFERRAL COOKIE. After New User’s first arrival to the Website through the Referral Link, the unique kind of cookie will be stored in the New Users device (“Referral Cookie”), that serves as a confirmation tool when approving the Promotion. Referral Cookie life period is 100 days (unless provided otherwise in the Affilbox or separate agreement). You acknowledge that New User’s use of Referral Cookies must occur voluntary and in compliance with legal regulations. You may not force the New User into storing a Referral Cookie in any way, or fraudulently set the New User a Referral Cookie on a its device.
3.4 WAYS OF PROMOTION. The main ways of Promoting our Services are the following:
3.4.1 preparation and publication of articles or guides about the Service;
3.4.2 comprehensive reviews of the Service;
3.4.3 creation of videos, podcasts or other audio or audiovisual works about the use of the Service;
3.4.4 creating comparisons of the Service with other similar services;
3.4.5 sharing and promoting content relating to the Service on social media (provided that such activity is consistent with these Terms);
3.4.6 sending newsletters.
3.5 CHANGES TO THE SERVICE. From time to time we may change our Service pricing. Such changes may affect both the Commission you will earn and the truthfulness of the information you will provide. We cannot guarantee the availability of our Service’s at the prices that you list on your website if they are outdated.
4. WHAT ARE THE RESTRICTIONS AND PROHIBITED BEHAVIOUR?
4.1 GENERAL PROHIBITION. It is prohibited to Promote the Service in violation of the law and/or these Terms. For the avoidance of doubt, please ensure that the Promotion of the Service complies in particular with applicable:
4.1.1 data protection regulation;
4.1.2 unfair competition regulation;
4.1.3 advertising and consumer protection regulation;
4.1.4 anti-spam regulation.
4.2 FRAUDULENT CONDUCT. Any action that intentionally attempts to fraudulently Promote the Service using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating Commissions shall be deemed as a fraudulent conduct. Any attempted fraud, fraud or any harmful action will result in account cancelation and voided Commissions. Please note that in the event of any fraudulent behavior, we will also claim all damages and lost profits and will report such fraudulent conduct to the appropriate authorities for prosecution.
4.3 PROHIBITED WEBSITES. You are not allowed to Promote the Service on:
4.3.1 websites that contain/provide illegal content, or that violate any third-party rights;
4.3.2 gambling websites;
4.3.3 coupon websites
4.3.4 websites with adult, hate, violent defamatory and/or any other inappropriate or offensive content.
4.4 PROHIBITED WAYS OF PROMOTION. When Promoting, you are prohibited to:
4.4.1 use our brand, trademarks, logos and other assets (including any misspellings) in domain name of your website(s);
4.4.2 use our brand, trademarks, logos and other assets (including any misspellings) as well as Referral Link and/or anyhow link directly to the Service when using PPC advertising;
4.4.3 use aggressive or harassing advertising practices.
4.5 NEWSLETTERS AND ANTI-SPAM REGULATION. The sending of newsletters must be carried out in accordance with all applicable regulations and on the basis of correctly obtained consent.
4.6 SHARING THE COMISSION. You are not allowed to share your Commission, received upon these Terms, with your employees, and any other third party, including New Users.
4.7 OBLIGATION TO DISCLOSE INFORMATION. At any time during our cooperation, we may ask you to provide us with detailed information about how you Promote our Service. You are obliged to provide us with such information without undue delay.
5. WHEN AM I ENTITLED TO THE RENUMERATION?
5.1 ELIGIBLE COMISSION. The right to payment of the Commission arises only if all the following conditions are met, when Promoting our Service (“Eligible Commission”):
5.1.1 the New User must subscribe to paid plan of the Service;
5.1.2 it is the first time the New User subscribes to the paid plan of the Service, i.e. any user with the same personal information / details has never used a paid subscription of the Service before;
5.1.3 the subscription has to occur within the stated Referral cookie life period, coming to through the Reference Link;
5.1.4 the New User does not cancel or withdraw from the Service and/or asks for a refund;
5.1.5 the subscription period for which the Commission supposed to be paid, has elapsed; and
5.1.6 you have not breached these Terms when Promoting our Service.
5.2 INVOICING THE COMMISIONS. In order to withdraw the Eligible Commission, you have to invoice us for the desired amount. You can invoice Eligible Commission withdrawal only, if the Eligible commission, you are about to invoice: (i) is at least USD 90 (unless otherwise provided through the Affilbox), (ii) arose from at least two different New Users. The invoice must comply with all legal requirements and be due in no less than 15 days. If the invoice does not comply with the terms of this Agreement, it will be cancelled upon our notice.[MB1]
5.3 DEADLINE FOR COMMISION WITHDRAWAL. You must withdraw your Eligible Commission within 1 year since it was accrued. After the expiration of this 1 (one) year period, we have the right to write off any unclaimed Eligible Commission.
5.4 PRICING. The current amount of Commission you are entitled to is always available through the Affilbox.
5.5 PAYMENT OF THE COMMISION. Eligible Commissions can be paid via PayPal or Wise.
5.6 CHARGEBACKS. Any chargeback fees will be deducted from your earned Commission.
5.7 THE RIGHT TO REFUSE TO PAY COMMISSION. If you fail to comply with your obligations under this Agreement, we are entitled to suspend payment of any Commission until such obligations have been fulfilled.
6. HOW CAN I USE YOUR MATERIALS?
6.1 PROMOTION MATERIAL. To help you Promote the Service, we’ll provide you with various graphics, texts, icons and other visuals (“Promotion Material”). All such content, rights, titles, interests, and copyrights to such assets, including, without limitation, all such information in text, graphical, video and audio formats, images, icons, designs, trade-marks, brand names, software data, computer code, algorithms, and information, are owned by us. For the avoidance of doubt, please note that without our prior consent, you are not permitted to modify or alter Promotional Materials in any way.
6.2 LICENSE TO PROMOTION MATERIAL. We grant you a revocable, non-exclusive, non-transferable, non-assignable worldwide license to use the Promotion Material, solely for the purpose of Promotion of our Service (hereinafter referred to as the „Limited License“). The Limited License is concluded for the duration of this Agreement. This Limited License does not include any rights not specifically enumerated herein, and, for greater certainty, does not include permission or a license to change or alter the Promotion material. You are not permitted to sub-license the Limited License.
6.3 PROMOTION OF OUR COOPERATION. For informational and advertising purpose, you hereby grants us a worldwide, non-exclusive, unlimited, and royalty-free license to use your brands, names, logos, trademarks, trade names, and service marks.
7. WHAT ARE OUR WARRANTIES AND LIABILITIES?
7.1 SUPPORT. We will make all reasonable efforts to provide you with email customer support within reasonable timeframe.
7.2 SCOPE OF SUPPORT. Except as stated in par. 7.1 of this Agreement, we have no obligation to provide any support to the Affiliate Program, the Service, or to continue providing, updating or correcting any defects or errors of the Affiliate Program and/or the Service, regardless of whether you inform us of such defects or errors or we otherwise are, or becomes aware of, such defects or errors, to the fullest extent permitted by the law. By way of example and not in limitation, we do not warrant that: a) use of the Affiliate Program or any part thereof will be uninterrupted or error free; b) all defects in the Affiliate Program will be corrected.
7.3 WARRANTY EXCLUSION. You hereby acknowledge, that the Affiliate Program, the Service and any related asset and/or documentation is provided “as is” to the fullest extent permitted by law, and we hereby disclaim all other conditions, indemnities, guarantees, representations and warranties, express or implied, arising from law, custom, prior oral or written statements or otherwise with respect to the Affiliate Program and/or any of its components and any related service or documentation, including without limitation the implied warranties of merchantability, fitness for a particular purpose satisfactory quality, and non-infringement of any law or regulation.
7.4 LIABILITY EXCLUSION. To the maximum extent permitted by the law you agree that under no circumstances we shall be liable to you, or any other person or entity claiming through you, for any inconvenience, direct or indirect damages, including any loss of profits or other damages (“losses”), whether arising out of this Agreement, statute or otherwise arising out of or in connection with those, causing your inability to access or use the Affiliate Program and/or the service during any downtime, outage or discontinuance of the Affilbox and/or service, whether or not the damages are foreseeable and whether or not we were advised of the possibility of such damages. In such a case nothing in these terms will be construed to obligate us to maintain and support of the affiliate program and/or the service or to supply any corrections, updates, or releases in connection therewith.
7.5 NON-EXCLUDABLE LIABILITY. The liability limitation shall however not apply to, or take into account, damages resulting from our gross negligence, bad faith or the willful or intentional misconduct.
7.6 COMPLIANCE WITH LOCAL LAW. We make no representations that the Affiliate Program are appropriate or available for use in all locations. Those who participate in the Affiliate Program from jurisdictions prohibiting such use, do so at their own volition and are responsible for compliance with local law.
7.7 THIRD PARTY PROVIDERS. We reserve the right to use third-party service providers in the provisions of all or part of the Agreement including, but not limited to, the Affilbox, the hosting providers, payment processing services, information and communication services, analytics services, internet advertising platforms, advertising service providers, and platforms. Where any of the aforementioned services are provided by third parties, you may be subject to such third party's terms and conditions. We accept no responsibility for services provided by any third party.
7.8 EXAPLES OF LIABILITY EXEMPTIONS. For the avoidance of doubt, according to the abovementioned paragraphs, we assume no liability or responsibility for especially, but not limited to:
7.8.1 any errors, mistakes, or inaccuracies of the Affilbox and/or the Affiliate Program;
7.8.2 any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein;
7.8.3 any behavior of individual users or their way of using the Affiliate Program, especially one that is not in accordance with these Terms or the law, nor for damages and damage thus caused;
7.8.4 any interruption or cessation of transmission to or from the Service and/or the Affilbox;
7.8.5 any payments, transactions, or transfers that you make. The operators of these payment companies are responsible for these (transactional) services and portals; and/or
7.8.6 any impossibility of using the Affilbox and/or Affiliate Program and/or any of its components if the User does not own suitable and sufficient software or hardware equipment.
7.9 LIABILITY CAP. Our total cumulative liability for Losses suffered or caused due to or in connection with this Agreement or with your participation in the Affiliate Program or the services related thereto, shall in any case not exceed the amount of all Commissions actually paid or due to be paid to you.
7.10 RIGHT TO INDEMNIFY. You hereby agree to defend us, indemnify us, and hold us and our agents, employees, officers, directors, successors, and assignors (“Released Parties”) harmless from and against any loss, damage, liability, claim, demand, or expense, including reasonable attorneys’ fees and expenses, asserted by any third party or an entity due to or arising out of:
7.10.1 your use of the Affiliate Program;
7.10.2 your breach of these Terms;
7.10.3 any breach of your representations and warranties set forth in these Terms;
7.10.4 your violation of third party rights, including, without limitation, all claims based on publicity rights, defamation, invasion of privacy, copyright infringement, trade-mark infringement or any other cause of action whatsoever; and/or
7.10.5 any other harmful act toward any other user of the Affiliate Program.
7.11 OBLIGATION TO COOPERATE. Notwithstanding the foregoing and to the extent permissible by law, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
8. HOW CAN WE END THIS AGREEMENT?
8.1 WAYS OF TERMINATION. This Agreement shall remain in full effect until terminated by:
8.1.3 your decision to delete your User Account and to terminate your participation in the Affiliate Program;
8.1.4 termination of the legal entity (yours or ours) with liquidation;
8.1.5 rejecting amendments to these Terms.
8.2 EXCLUSION OF OTHER MEANS OF TERMINATION. Through these Terms we expressly exclude any other means of termination of the Agreement concluded hereunder stipulated by legal regulations than those agreed in these Terms to the fullest extent permissible by law.
8.3 TERMINATION BY NOTICE. Both of us may terminate the Agreement under these Terms at any time and for any or no reason with a notice sent the other party in a form of a written notice, including an e-mail, a notification or a message sent via the Affilbox, with a notice period of one month which commences on the first day of the calendar month following the calendar month in which the notice is delivered, provided that the Agreement concluded hereunder is not terminated by other means of termination or cancellation herein prior to the end of the notice period.
8.4 WITHDRAWAL. Withdrawal from the Agreement is permitted in the following cases:
8.4.1 VIOLATION OF TERMS BY THE USER. We may withdraw from the Agreement if you fail to comply with or violate any of the terms and conditions set forth in these Terms. In such an event, the Agreement shall terminate immediately upon receiving a written notice, including an e-mail, a notification or a message sent via the Affilbox, specifying the reasons for the withdrawal. Upon such termination, your User Account and/or your access to the Affilbox or any of its components is deemed to be revoked and you are no longer entitled to use the Affilbox, the User Account or to participate in the Affiliate Program.
8.4.2 VIOLATION OF TERMS BY THE COMPANY. You may withdraw from the Agreement under these Terms if we violate our obligations arising from these Terms in a particularly serious manner, specifically, if we are in default with payment of any properly invoiced Commissions. Your legitimate withdrawal from the Agreement is effective immediately upon we receive a written notice, including an e-mail stating the withdrawal from the Agreement and unequivocally specifying the reasons for the withdrawal.
8.5 INVOICING OF ELIGIBLE COMMISSIONS. When terminating the Agreement, you are allowed to issue an invoice for any Eligible Commissions no later than the termination of this Agreement occurs - the right to payment of commissions shall cease with the termination of this Agreement. For the avoidance of doubt, the invoicing of Eligible Commissions must comply with the conditions set out in Article 5.3 of these Terms.
8.6 REJECTION OF AMENDMENDS. The Agreement may also be terminated based your rejection of amendments to These Terms as per article 9.9. of these Terms.
9. WHAT ARE OTHER TERMS OF THIS AGREEMENT?
9.1 JURISDICTION AND GOVERNING LAW. This Agreement will be governed by and construed and interpreted in accordance with the law of the Czech Republic. We hereby expressly agree that in the event of any dispute arising from the Agreement under these Terms, the courts of the Czech Republic shall be the courts competent to resolve such a dispute.
9.2 NO WAIVER. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder.
9.3 SEVERABILITY. If any provision of these Terms shall be determined to be unlawful, void, or unenforceable, or invalid, that provision or part of the provision is deemed severable and shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable. Such provision may be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
9.4 ELECTRONIC COMUNICATIONS. Using the Affilbox, sending us emails, and completing online forms constitute electronic communications. You agree to receive electronic communications and that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, on the Website and/or within the Affilbox, satisfy any legal requirement that such communication be in writing.
9.5 SUCCESSION AND NON-TRANSFERABILITY. The Agreement under these Terms is binding upon you and your respective heirs, executors, beneficiaries, successors and assignors and you may not assign the Agreement under these Terms to any other party without our prior express written consent, which may be withheld in our sole and absolute discretion. We may assign any or all of our rights and obligations to any third party at any time.
9.6 RIGHTS TO SUBMISSIONS. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Affiliate Program and/or the Service (hereinafter referred to as the "Submissions") provided by you are non-confidential and shall become our sole property. We shall own exclusive rights, including an unlimited license to all intellectual property, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby grant us an exclusive and unlimited license to any such Submissions and waives the right to any kind of remuneration and warrants that any such Submissions are original or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
9.7 EXCLUSIVITY. These Terms constitute the entire agreement and exclusive statement of the mutual understanding between us at the time of your acceptance and supersede and cancel all our previous written and oral agreements and communications, relating to the subject matter of these Terms.
9.8 CHANGES. You acknowledge that we may change these Terms to the appropriate extent. You shall be notified of any change of these Terms by means of an email and/or notification displayed in the Affilbox. In such a case you are responsible for reviewing any new changes to these Terms. You have the right to reject the amendments to these Terms with a written notice, sent us through an e-mail or a message sent via the Affilbox, resulting in a termination of the Agreement. You will be deemed to have been made aware of and to have accepted the changes if you continue using the Affiliate Program after the change of the Terms have been noticed accordingly. If a new agreement is concluded under the Terms including any further changes, amendments or modifications, the newly concluded agreement shall be governed by the Terms in force as of the date of conclusion of such an agreement.
9.9 LANGUAGE. Agreement and these Terms are concluded in English.