1. Description of the Program
The purpose of the Program is to enable you to advertise Products on your site and to earn advertising fees for Eligible Purchases (defined in Section 7) made by your end users. A "Product" is any item sold on the Site. The Product may also include certain services, if any, expressly included in the Affiliate Program Fee Schedule. In order to facilitate the promotion of the Products, images, make available to you data, images, texts, promotion formats, widgets, links and further promotional tools, and other relations in relation to the Program ("Content"). The Content expressly excludes any information, images, text and other information or content relating to the Excluded Products and products offered on another site other than ours.
To begin the registration process, you must submit an application to join the Program. In your application submit your site. For the purposes of this Operating Agreement, "your site" means your website or Mobile Application (defined below). We will evaluate your application and inform you if it has been accepted or rejected. Your application may be rejected if we believe your site is ineligible. Unsuitable sites include those that:
(a) promote or contain sexually explicit material;
(b) promote violence or contain violent material;
(c) promote or contain libelous or defamatory material;
(d) promote discrimination or engage in discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation or age;
(e) promote or engage in illegal activities;
(f) include any registered trademark of Trout-Master or its affiliates, or a variant or distortion of a registered trademark of Trout-Master or its affiliates, anywhere in the domain name.
(g) otherwise infringe intellectual property rights.
If we refuse your application for membership, you can resubmit your application at any time. However, if we accept your application and subsequently find that the site does not qualify, we will accept this Operating Agreement.
You will need to ensure that the information contained in your application to join the Program and otherwise in your account, including your email address and other contact and identification information of your site, is always complete, accurate and associated. We may send you notifications (if any), authorizations (if any), and other communications relating to the Program and this Operating Agreement to the e-mail address that we will currently know is associated with your Program account. All notifications, authorizations and other communications sent will appear to have been received at that e-mail address associated with your associated e-mail address that is no longer current.
3. Link on your site
After receiving the notification that you have been received in the Program, you will be able to post the Special Links on your site. “Special Links” are links that appropriately use special tagged link formats that we provide (including the Affiliate ID you have received), and that comply with the Affiliate Program Linking Requirements. Special Links allow accurate traceability, reporting and accreditation of advertising fees.
You will be able to count advertising fees only to the extent that it is provided for in section 7 and only with regard to the activity carried out that takes place directly through the appropriate Specials. We will not be required to pay you advertising fees if you fail to format this Operating Agreement correctly on your site.
4. Program requirements
By joining the Program to accept the Affiliate Program Participation Requirements, you hereby authorize us to:
from time to time send you e-mails relating to the Program;
5. Responsibility for your site
You will be solely responsible for your site, including its development, operation and maintenance and for all materials displayed on or contained on it. for example you will be responsible:
the technical functioning of your site and all related equipment;
of the publication of the Special Links and Content in accordance with this Operating Agreement, the Operating Documentation, any applicable law and any agreement between you and any other person or entity (including any restrictions or requirements to which you have been subjected by a person or body that hosts your site);
the creation and publication of messages and the guarantee of the accuracy, completeness and adequacy of the material published on your site (including all descriptions of the Products and other materials relating to the Products and any information you have included in the Special Links or associated with them);
of the use of the Content, of your site, and of the material published or contained on your site, in such a way that it does not infringe, violate or misappropriate any of our rights or those of another person or entity (including copyright, trademark, privacy, publicity or other intellectual property or proprietary rights);
We will not be liable for these matters and any claims by your end users regarding such matters, and you agree to defend, indemnify and hold harmless us, our affiliates and licensors and our and their respective employees, officers, directors and representatives, from all claims, damages, losses, liabilities, costs and expenses (including attorney's fees) in relation to (a) your site or any material that appears on your site, including the association of your site or those materials with other applications, content and processes; (b) the use, development, design, manufacture, production, advertising, promotion or marketing of your site or any material appearing on or contained on your site, and all other matters reported in Section 5; (c) your use of any Content, whether or not it is authorized by this Operating Agreement, Operating Documentation or applicable law; (d) your breach of any term or condition of this Operating Agreement or any Operating Documentation; or (e) negligence or willful misconduct by you or your employees.
6. Fulfillment of Orders
We will process orders for Products placed by customers who follow the Special Links from your site to our Site. We reserve the right to refuse orders that do not comply with the requirements in their duly updated version. We will track Eligible Purchases (defined in Section 7) for the purpose of reporting and publishing the credit of advertising commissions and will make available to you reports that provide a summary of such Eligible Purchases.
7. Advertising commissions
We will pay you advertising fees on Eligible Purchases in accordance with Section 8 and the Affiliate Program's Advertising Fee Schedule. In compliance with the exclusions specified below, an "Eligible Purchase" occurs when (a) a customer clicks on a Special Link on your site to our related site linked to the Affiliate ID for that particular site of ours; (b) during a Single Session the customer (i) adds a Product to their cart and confirms the order for that Product no later than 89 days from the date of their initial access by clicking on the Special Link, (ii) purchases a Produced through our 1-Click option, or (iii) stream or download a Product from our site if the Product is a Digital Product; and (c) the Product is sent to the customer, streamed or downloaded and paid for by the customer.
A "Session" begins when a customer clicks on a Special Link published on your site that leads back to our site and ends when the first of the following circumstances occurs: (x) 24 hours have passed since that click; (y) the customer places an order for a Product that is not a Digital Product; or (z) the customer follows a Special Link to our site that is not your Special Link.
Eligible Purchases exclude the following, and we will not pay advertising fees in this regard:
any Product that, once the applicable Session has expired, is added to a customer's Shopping Cart, is purchased by a customer through our 1-Click feature, or is streamed or downloaded by a customer, even if the customer has previously followed a Special Link from his site to our site;
any Product purchase which is not properly tracked or which is not correctly reported because the links from your site to our site are not properly formatted;
any Product purchased through a Special Link by you or on your behalf, including products purchased through Special Links for you, friends, relatives or affiliates (e.g. personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);
any Product purchased for resale or commercial use of any kind;
any Product purchased after the termination of this Operating Agreement;
any canceled or returned Product order; And
any Product purchased by a customer sent back to one of our sites through one of the following:
to. a Prohibited Paid Search Placement; or
b. a link to our site, including a Redirect Link, generated or displayed on a Search Engine in response to an Internet search query or keyword (i.e. in natural, free, organic or unpaid search results), either that this link appears following your sending of data to that site, or otherwise.
"Paid Search Placement" means an advertisement that you bought through the purchase of keywords, search terms or other identifiers (including Proprietary Terms) or by otherwise participating in keyword auctions. "Redirect Link" means a link that refers users directly to our site through an intermediate site or web page and without requiring the user to click on a link or to take other measures of acceptance on that site or page. Intermediate web. "Search Engine" means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service or referral system, or any site that participates in any of their respective networks.
8. Payment of Advertising Commissions
We are committed to paying you monthly advertising fees for Qualifying Purchases shipped, sent (as applicable) in any given month, subject to any withholding or deductions described below. Advertising fees will be paid in Euros for Qualifying Purchases made on our site. You will receive the payment approximately 60 days from the last calendar day of the month using the payment method you have chosen from the following available options. Until one of the payment methods below has been selected, we will not be able to make the payment and will keep any accrued commissions that have not yet been paid until you have done so.
(a) Payment we mediate payment to a paypal account.
(c) Payment by Gift Voucher. If you choose to pay by Gift Voucher we will send you a gift voucher corresponding to the amount of your advertising commissions, which can be used on our site from which you have generated the applicable advertising commissions
If there has been no significant activity on your account for at least 3 years, then we will have the right, upon seven (7) days written notice, to terminate your inactive account and terminate this Operating Agreement. We may deduct or withhold any taxes that we may be legally required to deduct or withhold from any amount due to you under this Operating Agreement. Payments made to you, net of such deductions or withholdings, will constitute the full payment and balance in your favor of the amounts due under this Operating Agreement.
9. Policies and Prices
Customers who purchase products through this Program are considered our customers for all activities they undertake in connection with our site. Therefore, as between us and you, all prices, terms of sale, rules, policies and operating procedures relating to customer orders, customer service and product sales set forth on our site apply to such customers and are subject to change by us from time to time.
10. Identify yourself as an Affiliate
You agree not to issue press releases or any other communications to the public in connection with this Operating Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including expressly stating or implying that we support, sponsor, endorse or contribute to charities or any other cause), nor will you explicitly state or imply any relationship or affiliation between us and you or any other person or entity, except as expressly permitted under this Operating Agreement.
11. Compliance with law
In connection with your participation in the Program, you are required to comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, guidelines, codes of conduct and other requirements established by (a) any government agency to whose jurisdiction you are subject or (b) any applicable regulatory or self-regulatory body, including legislation governing electronic marketing (e.g., legislation implementing Directive 2002/58 / EC - Privacy and Electronic Communications Directive ), the regulations on the processing of personal data and on privacy and the applicable regulations on advertising, marketing and commercial communications.
12. Term and Termination
This Operating Agreement takes effect upon our acceptance of your request to participate in the Program and terminates upon termination by you or us. Both We and You may terminate this Agreement at any time, with or without reason, by informing the other party of the termination with at least 7 days' notice.
We may also terminate this Operating Agreement with immediate effect and at any time by notifying you in writing of the Cause. “Cause” means any of the following: (a) You are in violation of this Operating Agreement or in slight violation of this Operating Agreement but do not remedy the violation within 7 days; (b) we believe we may incur any claims or liability in connection with your participation in the Program; (c) we believe that our brand and reputation may be compromised by you or in connection with your participation in the Program; (d) we believe that we are or may be subject to tax collection in connection with this Operating Agreement or the activities carried out by any of the counterparties to this Operating Agreement; or (e) we have previously terminated this Operating Agreement in relation to you or any other person we have found to be affiliated with you or agents in concert with you for any reason or (f) we have terminated the Program as made generally available to participants. For the avoidance of doubt and without limitation for the purposes of subsection (a) above, any violation of Sections 3, 4, 5, 10 or 13 or Section 1 of the License will be considered a serious violation of this Operating Agreement.
Upon termination of this Operating Agreement, (a) we may withhold accrued and unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g. to account for any cancellation or restitution) and (b) any licenses you benefit from, which relate to the Content will automatically cease and you must immediately stop using the Content and Trademarks and immediately remove from the site and delete or otherwise destroy all links to our site, all trademarks, all other Content, and any other material provided or made available by or on our behalf, pursuant to this Operating Agreement or otherwise in connection with the Program. Furthermore, upon termination of this Operating Agreement for just cause, we may permanently withhold accrued and unpaid advertising fees that remain due under this Operating Agreement upon termination without prior notification and without prejudice to any right to recover damages that exceed this amount. In the event of termination of this Operating Agreement, all licenses, rights and obligations of the parties will be terminated, with the exception of the rights and obligations of the parties under Sections 5, 9, 10, 13, 14, 16, 17, 18, 19, and 20 and Sections 1 (third paragraph) and 3 of the License, which will remain in effect even after the termination of this Operating Agreement. Under the terms of this Section, termination of this Operating Agreement will not affect the accrued rights, remedies, obligations or liabilities of the parties existing upon termination.
We may change any of the terms and conditions contained in this Operating Agreement at any time and, from time to time, in our sole discretion by, at least 7 days prior to the effective date of the change, posting a notice of change or reviewing the agreement on our site or by sending a notice to the e-mail address associated with your Program account at that time. Changes may include, for example, changes to the Affiliate Program's Advertising Fee Schedule, payment procedures, and Program requirements. You can, during this 7 day period, by exercising your sole right to withdrawal, notify us in writing of your objections to the changes and, if so, your account will automatically terminate on the effective date of the changes you objected to.
IF ANY CHANGE IS UNACCEPTABLE FOR YOU, YOUR SOLE RIGHT OF WITHDRAWAL IS TO CANCEL THIS OPERATIONAL AGREEMENT IN WRITING. CONTINUING YOUR PARTICIPATION IN THE PROGRAM AFTER THE EFFECTIVE DATE OF THE CHANGE CONSTITUTES A BINDING ACCEPTANCE OF THE CHANGE.
14. Relations between the Parties
You and we are independent contractors, and nothing contained in this Operating Agreement or any Operating Documentation will create any partnership, joint venture, agency, franchise, commercial representation, or employment relationship between you and us or our respective companies. affiliates. You are not authorized to make or accept offers or representations on our behalf or our affiliated companies. You undertake not to make any statements, on your site or elsewhere, that contradict or may contradict the contents of this section. If you authorize, assist, encourage or facilitate another person or entity to take action relating to the subject matter of this Operating Agreement, you will be deemed to have taken such action yourself.
15. Limitation of Liability
WE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF INCOME, PROFITS, START-UP OR OPERATING EXPENSES, OR DATA) IN CONNECTION WITH THIS OPERATIONAL AGREEMENT, PROGRAM, our site, OR TO SERVICE OFFERS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, OUR TOTAL LIABILITY ARISING FROM THIS OPERATING AGREEMENT, PROGRAM, OUR SITE, AND SERVICE OFFERS SHALL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE UNDER THIS AGREEMENT OPERATING DATE IMMEDIATELY IN THE PRECEDENT 12 MONTHS THE FACT HAPPENED THAT DETERMINED THE MOST RECENT LIABILITY CLAIM.
NO CONTENT OF THIS OPERATING AGREEMENT (INCLUDING THE PREVIOUS PARAGRAPH) WILL HAVE THE EFFECT OF EXCLUDING: (I) LIABILITY FOR PERSONAL INJURY OR DEATH ARISING OUT OF THE NEGLIGENCE OF ONE OF THE TWO PARTIES, ITS EMPLOYEES, AGENTS OR ASSIGNMENTS, (II) LAWYERS, CONTRACTUAL LIABILITY OF ANY OF THE TWO PARTIES FOR SERIOUS NEGLIGENCE OR INTENTIONAL FAILURE, OR (III) ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
16. Disclaimer of Liability
THE PROGRAM, OUR SITE, ANY PRODUCTS OR SERVICES OFFERED ON OUR SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, DOMAIN NAMES, OUR BRANDS AND BRANDS OF OUR AFFILIATES, NAMES OF DOMAIN AND TRADEMARKS, AND ANY TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF OUR OR OUR AFFILIATED OR LICENSE COMPANIES IN CONNECTION WITH THE PROGRAM (COLLECTIVELY " SERVICE OFFERS ") ARE PROVIDED" AS IS ". NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATIONS OR ASSUME WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, LEGAL OR OF ANY OTHER NATURE WITH REGARD TO THE OFFERS OF SERVICES. EXCEPT FOR THE CASES PROVIDED FOR BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ANY WARRANTY WITH REGARD TO THE OFFERS OF SERVICES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, QUALITY, NON-SATISFACTION, RIGHT SATISFACTION. OF THIRD PARTIES, AND WITHOUT PROBLEMS FOR USE, AND ANY WARRANTY ARISING FROM ANY OPERATION, PERFORMANCE OR COMMERCIAL HUMANITY. WE HAVE THE RIGHT TO DISCONTINUE ANY SERVICE OFFERING, OR TO VARY THE NATURE, FEATURES, FUNCTIONS, SCOPE OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR OUR AFFILIATED OR LICENSE COMPANIES WARRANT THAT THE OFFERS OF THE SERVICES WILL CONTINUE TO BE PROVIDED, WILL OPERATE AS DESCRIBED, COHERENTLY OR IN ANY PARTICULAR WAY, OR THAT THERE WILL BE NO INTERRUPTIONS, WHICH WILL BE ACCURATE. DANGEROUS. NEITHER WE NOR OUR AFFILIATES OR LICENSORS SHALL BE LIABLE FOR (A) ANY ERRORS, INACCURACIES, OR INTERRUPTIONS OF SERVICE, INCLUDING POWER FAILURES OR SYSTEM ERRORS; OR (B) ANY UNAUTHORIZED ACCESS OR ALTERATION, DELETION, DESTRUCTION, DAMAGE, OR LOSS OF YOUR SITE OR ANY DATA, IMAGE, TEXT, OR OTHER INFORMATION OR CONTENT. NO INFORMATION OR ADVICE YOU OBTAIN FROM US OR ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, THE CONTENT OR, THE OPERATING DOCUMENTATION, OUR SITE, OR THE AFFILIATE PROGRAM PAGES OF OUR SITE WILL CREATE A WARRANTY NOT EXPRESSLY STATED IN THIS OPERATIONAL AGREEMENT. FURTHERMORE, NEITHER US NOR ANY OF OUR AFFILIATES OR LICENSORS SHALL BE LIABLE FOR ANY REFUNDS, COMPENSATION, OR DAMAGES ARISING FROM (X) ANY LOSS OF PROFIT OR REVENUE, EXPECTED SALES, ADVANTAGE COSTS, (Y) OTHER ANY INVESTMENT, EXPENDITURE OR OBLIGATION BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR FROM PARTICIPATION IN THE PROGRAM OR (Z) FROM ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
The laws of the Czech Republic, without considering the principles of conflict of laws, govern this Operating Agreement and any dispute of any kind that may arise between you and us. You hereby irrevocably accept the non-exclusive jurisdiction of the courts of the judicial district of the city of Prague. Unless otherwise specified in this Operating Agreement, we may seek injunctive or other remedies in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights. . You agree and agree that our rights on the Contents are of a special, unique, extraordinary nature, giving them a peculiar value, the loss of which cannot be easily estimated or adequately compensated in the context of monetary damages.
You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals under conditions that may differ from those contained in this Operating Agreement or operate sites that are similar to or in competition with your site. . You may not assign this Operating Agreement to others, by law or otherwise, without our prior express written permission. We may assign it to one of our affiliated companies or to another person who undertakes to comply with our conditions and obligations set forth herein. Notwithstanding this restriction, this Operational Agreement will be binding, will benefit, and will constitute enforceable title against the parties and their respective successors and successors in title.
Our failure to enforce your strict compliance with any provision of this Operating Agreement or the Operating Documentation does not constitute a waiver of our right to subsequently enforce that provision or any other provision of this Operating Agreement. In the event of any contradiction between this Operating Agreement and the Operating Documentation, the Excluded Products page and the EU Affiliate Program Trademark Guidelines will prevail over this Operating Agreement and this Operating Agreement will prevail over any other Operating Documentation. Whenever used in this Operating Agreement, the terms "includes (include)", "including (s)", "eg." and "for example" are understood, respectively, "includes (include), without limitation", "comprising (i), without limitation", "for example, without limitation", and "for example, without limitation". Any decision or update by us, any action that may be taken by us, and any approval that may be given by us under this Operating Agreement, may be undertaken, taken or given at our sole discretion.
Any non-public information provided by us in connection with the Operating Agreement is considered confidential information, and you will keep it strictly confidential and you will not disclose it to any third party (other than your affiliates) or use it for purposes other than your performance under the Operating Agreement, the restriction of which will be in addition to the terms of any confidentiality or nondisclosure agreement between the parties.