AFFILIATE AGREEMENT

This Agreement contains the complete terms and conditions between us, regarding your use of Company marketing materials (“Intellectual Property”) and participation as an Affiliate.

BY SIGNING THIS AGREEMENT, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

WHEREAS, Company owns or otherwise has the right to license Company brand name (“WarmUp Inbox”) and marketing materials relating herein (“Intellectual Property”);

WHEREAS, Affiliate wishes to use make content accessible for public use, and become an Affiliate of Company; and Company is willing to pay a commission to Affiliate, and associate with Affiliate subject to all terms and conditions and policies set forth;

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

PARTICIPATION. Company maintains a SaaS application where potential customers can send emails on their own behalf for general use. People who refer others to our services are referred to as our “Affiliates”.  

You must be a Company affiliate in order to receive referral commissions. In signing up, you are agreeing to be bound by Company’s standard Terms of Service, including our Privacy Policy, and this Agreement. 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 Affiliate Program, or not.  If you are accepted to participate in the 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.  

COMMISSION AND PAYMENT. In consideration for referred customers and other undertakings by Affiliate hereunder, Affiliate shall paid a commission fee of 20% of all purchases made by a person referred.

To receive such commission, 1) Company will provide you a Unique ID Code, and; 2) customers must use your Unique ID code when making a purchase.


Once your affiliate account balance has reached $100.00 USD, we pay out these commissions. We pay out commissions once a month on the 15th of the month. You will be responsible for paying any applicable taxes and duties that may be imposed with respect to any compensation, commissions, or payments received under or in connection with this Agreement. Company will also deduct any and all Fees corresponding to any fraudulent, questionable, and cancelled purchases.

Company reserves the right to suspend the payment of Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Member. 

TERM. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant to any express provision of this Agreement, shall continue for one (1) year following the Effective Date (the "Initial Term"). Thereafter, this Agreement shall continue annually until either party provides the other with written notice of non-renewal at least 30 days before the expiration of the then current Term.

TERMINATION. Any party may terminate this Agreement at any time with or without cause by providing at least 30 days' prior written notice to the other party.

EFFECT OF EXPIRATION OR TERMINATION. Upon any expiration or termination of this Agreement. All licenses granted under this Agreement shall also terminate, and Affiliate shall immediately delete from its systems and servers all Licensed Content.

RELATIONSHIP/NO JOINT VENTURE. Affiliate is an independent contractor and is not and shall not be deemed to be an employee, legal representative, dealer, general agent, joint venture or partner of Company for any purpose.

LICENSE GRANTS. Company grants to Affiliate a non-exclusive, non-transferable, and non-sub-licensable license, during the License Term, to permit End Users to refer individuals to the Company service.
 
INTELLECTUAL PROPERTY DISCLAIMER. Except as permitted herein, you shall not and are not authorized to (i) use the company trademark, name, logo or any of our other intellectual property, including without limitation, the links, and the licensed materials (collectively, the “company ip”) (or any variations or misspellings thereof or other term or terms confusingly similar to any of the foregoing) without company’s express prior written permission; (ii) use company ip in a domain or website name; (iii) act in any way that causes or creates or could cause or create any "initial interest confusion" over the use of Company Intellectual Property on the internet or in any search engine advertising. Your use of Company Intellectual Property in any manner, other than as expressly permitted hereunder shall constitute unlawful infringement of company’s intellectual property rights, and may subject you to claims for damages (including potential treble damages for knowing or willful infringement), and the obligation to pay company’s legal fees and costs in connection with any action or proceeding in which company seeks to enforce its rights under this agreement or with regard to any of company’s intellectual property rights.

LICENSE RESTRICTIONS. Affiliate will conduct its business and activities in a manner that promotes a good, positive image and reputation for Company and the Services.

a) Affiliate shall not include or advertise Licensed Content on any Related Media.
b) Affiliate shall not make Intellectual Property available, or otherwise use Intellectual Property. 
c) Affiliate will not use any inappropriate form of promotional, marketing, or advertising activity, which includes the use of any misleading hyperlinks and making any false, misleading, or disparaging representations or statements with regard to Company and the Services.
d) Affiliate will not engage in any active which is unfair or deceptive trade practice, abuse of our Services or commissions under this agreement.
e) Affiliate will not refer yourself to create two accounts.
f) Affiliate will not use ads that link to our software or use anything similar that would compete with our own paid marketing.
g) Affiliate will not use search engine ads, Facebook ads or other ads that would compete with our own marketing and cause potential confusion for customers

We reserve the right to change the Terms of Service for our affiliate program at any time. 
We reserve the right to terminate your affiliate account for violation of any of the rules at our sole discretion. Commissions generated by mechanisms that are in violation of our Terms of Service will not be paid or owed. Any violation of this Section by Affiliate shall be a material breach of this Agreement that is incapable of cure, and, in the event of any such violation, Company may, in addition to and not in lieu of all other remedies, immediately terminate this Agreement.

RESERVATION OF RIGHTS. Neither this Agreement, nor any act, omission, or statement by Company or Affiliate, conveys any ownership right in any of Intellectual Property, or to any element or portion thereof, or other materials provided by or on behalf of Company under this Agreement. Except for the licenses expressly granted to Affiliate in this Agreement, all right, title, and interest in and to Intellectual Property shall belong to Company. No use by Company of Intellectual Property in any medium or manner shall be deemed to interfere with the limited permissions made to Affiliate by Company herein.

MUTUAL REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to the other party that: (a) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; (b) the execution of this Agreement by its representative whose signature is set forth at the end hereof has been duly authorized by all necessary corporate action of the party; and (c) when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES, (A) EACH PARTY HEREBY DISCLAIMS ANY WARRANTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, UNDER THIS AGREEMENT; AND (B) COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

CONFIDENTIALITY. Each party acknowledges that in the course of its obligations pursuant to this Agreement, it may obtain certain confidential information, each party hereby agrees that all such confidential information received by it, its parents, affiliates, subsidiaries, or patients, whether before or after the date of this Agreement, shall be kept in strict confidence and shall be used only for the purposes of this Agreement, and shall not be disclosed without the prior written consent of the other party.

FORCE MAJEURE. Company shall not be in default by reason of any failure in its performance under this Agreement if such failure results, whether directly or indirectly, from fire, explosion, strike, freight embargo, Act of God, war, civil disturbance, material or labor shortage, transportation contingencies, unusually severe weather, default of any other quarantine, restriction, epidemic, or catastrophe, lack of timely instructions or essential information from Company, or otherwise arises out of causes beyond the control of the Company. Company shall not at any time be liable for any incidental, special or consequential damages.

LIMITATION OF LIABILITY. Each Party (“Indemnifying Party”) shall indemnify, hold harmless and defend the other Party (“Indemnified Party”) and its officers, directors, agents, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party or any such person to the extent caused directly by acts or omissions of the Indemnifying Party relating to this Agreement, including without limitation (i) any negligent or tortuous conduct, (ii) any breach of any of the representations, warranties, covenants or conditions of the Indemnifying Party contained in this Agreement, (iii) any violation of applicable laws or regulations, (iv) infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party, and (v) any breach of any express or implied warranties. 

ARBITRATION. Any dispute, controversy, or claim arising out of or related to this Agreement or any breach or termination of this Agreement, including the provision of services by you to the Company, shall be submitted to and decided by binding arbitration in the State of Delaware, USA. And shall be conducted consistent with the rules, regulations, and requirements thereof as well as any requirements imposed by State law. Any arbitral award determination shall be final and binding upon the Parties.

Arbitration shall proceed only on an individual basis. The Parties waive the right to assert, participate in, or receive money or any other relief from any class, collective, or representative proceeding. Each party shall only submit their own individual claims against the other and will not seek to represent the interests of any other person. No arbitrator shall have jurisdiction or authority to compel any class or collective claim, to consolidate different arbitration proceedings, or to join any other party to an arbitration between the Parties.

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understandings, whether written or oral. No amendment or extension of this Agreement shall be binding unless in writing and signed by both parties.

SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assignees. Neither party may assign this Agreement without the prior written consent of the other.

HEADINGS. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

AMENDMENTS AND WAIVERS. No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by the parties hereto. No waiver of any breach of this Agreement shall be binding or effective unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived. 

GOVERNING LAW. The laws of the State of Delaware shall govern this Agreement. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision. Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in accordance with the rules of the American Arbitration Association in the State of Delaware and the judgment upon award may be entered in any court having jurisdiction thereof.


 

NOTICES. All notices, correspondence, writings, Statements or other communication required or permitted to be given hereunder by either of the parties to the other of them shall be given, made or communicated, as the case may be, by personally delivering the same, by electronic mail, or by registered or certified mail, first-class, postage prepaid, return receipt requested, addressed to the recipient as follows:

WarmUpInbox s.r.o

Zatecka 55,

110 00 Prague

Czech Republic
team@warmupinbox.com

Both parties reserve the right to change the address of service at any time, with notice in writing to the receiving party.

SEVERABILITY. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.