Affiliate Agreement – Netpeak Software

1. Overview

This agreement describes the terms and conditions for participation in Netpeak Software affiliate program.

The Agreement is concluded between Netpeak LTD Company, the legal entity, registered at the address: Unit 2000, 2nd Floor, 6 Market Place, Fitzrovia, London, W1W 8AF, United Kingdom, and acting on the behalf of and in the interest of the services of Netpeak Software (hereinafter referred to as 'Company'), and an individual or legal entity (except for stateless persons and individuals, who has not reached the age of 18 years) (hereinafter referred to as 'the Affiliate'), together to be referred to as 'the Parties' and each respectively to be referred to as 'the Party'.

The Agreement comes into effect immediately upon its reading by the Parties, as well as after creating a Netpeak Software account.

By taking part in the affiliate program, you (the party) demonstrate your full acceptance and agreement with all terms and conditions of this agreement. If the agreement is not quite acceptable to you (the party), you shall immediately cease to use the affiliate program.

2. Terminology

Customer shall be an individual person or legal entity who on the basis of particular agreements with the Company purchased Netpeak Software product.

Affiliate shall be an individual person or legal entity, registered at netpeaksoftware.com service and using the affiliate link or promo code, having rights and obligations, in accordance with this Agreement and other agreements between him and the Company.

Affiliate Program shall be a complex of program and marketing components due to which the fixation of the realized product or service rendered and further payment of rewards to the Affiliate is carried out.

3. General Provisions

Under this Agreement the Affiliate in his own name, at own expense, but in the interest of the Company shall perform actions, aimed at the customer searching and acquisition for the further services rendering by the Company, and the Company shall be obliged to pay the Affiliate bonus in the amount and in accordance with the procedure specified in this Agreement.

The Affiliate can use a special affiliate link or promo code to refer customers. When the user follows the affiliate link or use affiliate promo code, cookies are assigned to him. The cookies are valid within the week and are considered not only for the purchase but also for the user registration.

The user is considered as referred by the affiliate in the following cases:

the user is logged in on the Company website and follows the affiliate link;
the user creates a Netpeak Software account within 7 (seven) days after following the affiliate link or entering the affiliate promo code;
the user logs in on the Company website within 7 (seven) days after following the affiliate link or entering the affiliate promo code;
the user confirms an order created with the use of the affiliate promo code (the only exception is payment with the bonus acсount);
the user applied affiliate promo code for trial access in his User Control Panel.

The referred user gets a 25% discount for the first purchase of Netpeak Software tools.

The user can get a discount using the affiliate promo code only once.

The Affiliate shall not be an owner and/or service provider but only shall perform the mediation function of agent between the Company, the service provider, and Customers.

This Agreement under no circumstances shall represent joint venture and/or relationship between the employer and employee. Affiliate can perform activity and represent itself in the relations with the third parties only as the Affiliate of the Company and in no circumstances as someone else.

Participation of the Affiliate in the Affiliate Program shall be free of charge.

The Company shall constantly develop and improve the Services of its Affiliate Program. In this context, the Company shall reserve a right to completely or partially cease rendering one of the services, if it is required because of the preventive measures, improvement of the service functions, or change of the rendered service.

4. The Rights and Obligations of the Parties

The Obligations of the Affiliate:

The Affiliate shall be obliged to ensure the compliance of the business being conducted with the legislation of the country of residence.
In case when the third parties file claims to the Company related to the Affiliate’s activity, the Affiliate shall be obliged to settle all claims of such parties on his own.
The Affiliate shall be obliged to keep strictly own data (login and password) for the access to the personal account and to create required conditions to protect this information.
In case of finding situations or people violating lawful rights or carrying out business in order to do harm to the interests of the Company, the Affiliate shall immediately notify the Company thereof and provide possible assistance to protect the Company.
The Affiliate cannot be a customer acquired by the Affiliate as well as its close relatives. The Company shall have a right not to pay the Affiliate a number of the bonuses payable in the case of violation of this clause.
The Affiliate shall be obliged not to take any actions having effect on the work of the Affiliate Program. Such actions shall be understood to mean efforts to have a technical effect on the working capacity of Company servers, the efforts to crack defense mechanisms, to use software viruses, Trojan horse, other malicious programs for any own purposes whatsoever, to use brute force attacks, DoS (DDoS) attacks, unsolicited promotional emails, links, and any other processes.
The Affiliate shall be obliged to act in good faith and exclusively in the interests of the Company, and under no circumstances shall not violate the obligations, imposed on him by this Agreement.

The Affiliate shall have a right:

To search for Customers, complying with the requirements of the Company, to determine the interest of the Customer in the services of the Company, to inform the Company on the obtained data.
To inform potential Customers of the scope of activity and products of the Company.
To introduce the official Website of the Company to the Customers by giving the affiliate links.
To promote the level of trust increase of the potential Customers and other people to the Company and its services.
To obtain a bonus from the Company in accordance with the conditions of this Agreement. The currency of the Affiliate’s accruals shall be US dollar (USD).
The Affiliate shall have other rights, provided by the provisions of this Agreement and the applicable legislation of the country of registration of the Company.
The Affiliate shall have a right to have only one account. One account shall belong to one individual person or one account shall belong to one legal entity. If an individual person performs official duties on the staff or for the legal entity, who has an account in the Affiliate Program, he will be prohibited by this Agreement to create a personal account of the individual person to perform own official duties for this legal entity.

The Affiliate shall be prohibited:

To perform activity, which conflicts with the legislation of the country of the Affiliate residence, as well as with the legislation of the Company country.
To use an affiliate link in paid-for advertisements or advertisements for any other kinds of reward.
To use 'self-reference', in other words, to pay for the own account by own affiliate link or using own affiliate promo code, or to create several accounts, affiliating secondary account(-s) with the primary one, with the primary objective to obtain recovery of expenses. You also have no right to make a payment by affiliate link from one IP address. In this case, bonuses will not be accrued.
To send out the affiliate link by means of unsolicited promotional email (including spam delivery, publication of spam on the forums and communities etc.).
To distribute affiliate link and/or promo code by means of coupon aggregator websites. In such cases, all affiliate bonuses will be annulled and user account will be blocked.
To use and show irrelevant, nonobjective, and wrong information, referring to or mentioning the Company. This includes true data on the urgent marketing proposals (campaigns, offers). The irrelevant or false data can be a basis to suspend the cooperation with the Affiliate.
To perform actions, which can do harm to the existing image of the service of the Company, reduce the level of trust to the Company, or misinform potential Customers regarding the activity of the Company.
To perform actions, which can cause occurrence of any obligations of the Company to the third parties, not being Customers of the Company.
The Affiliate shall have no right to place advertising on the websites which contain information violating human rights, promoting violence, racial discrimination, drugs, slave trading, containing materials with sexual content.

The Company shall be obliged:

To pay bonuses to the Affiliate in the time and manner provided by the conditions of this Agreement.
To provide the Affiliate with the instructions and recommendations related to the performance of obligations, being the subject of this Agreement.
To perform other obligations stipulated by this Agreement.

The Company shall have a right:

To control the activity of the Affiliate with regard to the performance of its affiliate functions, stipulated by this Agreement.
To terminate this Agreement unilaterally, in the case of violation or failure to perform the conditions of this Agreement by the Affiliate, as well as in the cases as follows:

Application of a kind of advertisement, which makes possible the registration of the paid action, but makes a visitor to do these actions by means of fraud, extortion attempt, or any other actions, violating freedom of choice.
Actions of the Affiliate, having a negative impact on the business image and goodwill of the Company.

The Company has the right to suspend the possibility of withdrawing funds from the Affiliate's referral account in case no payment has been made by any of the users invited by the Affiliate within 13 (thirteen) months.
In the case of violation of the conditions of this Agreement by the Affiliate, to block an account of the Affiliate with the full amount of bonuses earned.
The Company shall have other rights, provided by the provisions of this Agreement and the applicable legislation.

5. Determination of Incomes and Mutual Settlements of the Parties

For the performance of orders under this Agreement, the Company shall pay a bonus to the Affiliate, the amount of which shall be determined in this Agreement.

The Affiliate shall receive a bonus from the Company, which directly depends on the success of the actions and advertising campaigns.

Except for the agreed amount of bonus payable to him, the Affiliate shall have no right for the reimbursement of expenses, it has incurred for the use of third-party services, programs, or services, even if these expenses were associated with his advertising activities as a part of the Affiliate Program.

A right to receive a bonus shall be exercised, only when the complex of the following conditions is performed:

As a result of the advertising activity of the Affiliate, a success deal was made between the Company and a Customer brought to it.
A deal was brought to the complete financial settlement with the Company and confirmed by the Affiliate Program software.
The Affiliate did not violate the conditions of this Agreement.

A bonus shall be paid out, using the banking details of the Affiliate by transferring amounts to PayPal account of the Affiliate within the time limits prescribed by this Agreement, after the confirmation by the Company of the commission calculation. The minimum amount for the bonus withdrawal is 100 (one hundred) US dollars.

The payment shall be considered to be made, and the obligations of the Company related to the payment of bonus to the Affiliate to be performed after debiting (the amount of bonus) from the current account of the Company.

Payments related to the affiliate link or promo code of the Affiliate shall be made during all the time of activity of the Customer acquired. Each payment during all time (including recurring ones), when the Customer uses Netpeak Software products, will bring the Affiliate a bonus in the relevant amount.

If the Affiliate does not withdraw bonuses earned due to the affiliate link or promo code to its account, he will have a right to pay for Netpeak Software products using these bonuses. Furthermore, the amount of bonuses will be increased by 50%. By using affiliate bonuses, only full amount of the purchase can be paid, thus it’s not possible to pay partially by Stripe/PayPal and bonus account.

This payment cannot be recurring, that means the Affiliate can’t use his bonus account to auto renew subscriptions.

There shall be no interests accrued to the amount of bonus on the account of the Affiliate in the Affiliate Program, regardless of the payout period.

The payment shall be made only in US dollars. The currency exchange is impossible within the system.

6. Affiliate Commission Accrual and Payments

Subject to the terms of this Agreement, the Company shall pay the Affiliate commission in the following amounts:

10% is the initial amount of the commission.
20% for referring from 10 (ten) to 30 (thirteen) customers.
30% for referring 30 (thirteen) customers and more.

The commission amount will be increased to 20% or 30% only after charging the commission for the 10th (tenth) and 30th (thirteenth) unique customer correspondingly. After charging the commission from the 1st (first) payment by the 10th (tenth) referred customer and until the 1st (first) payment by the 10th (tenth) referred customer inclusively, the Affiliate gets a 10% commission. The 30% commission becomes available after charging the commission from the 1st (first) payment by the 30th (thirteenth) referred customer.

When calculating the commission, only payments in ‘Paid’ status with not ‘Bonus Account’ payment method will be considered. The commission is calculated from the total amount paid by referred customer, the total amount considers all the possible discounts and bonuses of the customer and is the actual amount that was paid.

The commission is charged only in 14 (fourteen) days after the payment by referred customer. The affiliate statistics is also changed within this period.

The commission cannot be charged for the payments which were refunded or disputed by the Customer. If by any reason the refund or dispute was made after 14 (fourteen) days from the payment, the commission and the affiliate statistics will be changed.

The Affiliate can make a request for the withdrawal at any time without limits on the number of requests. The Company agrees to process the request within 5 (five) days.

The Affiliate cannot cancel the request for the withdrawal on his own, in this cases, he should contact the Company customer service via email [email protected].

7. Confidentiality

The Rules of Confidentiality of Netpeak Software Affiliate Program do not conflict with and completely correspond to Netpeak Software Privacy Policy.

8. Responsibility and Responsibility Restriction

The Company shall not be responsible for loss and hazards, caused by the content of the Websites of the third parties, mistakes in the software or technical means of the participants of the Affiliate Program, as well as for harm, caused by insufficient access or limited functionality of the Internet network.

As for the rest, the Company shall be responsible for:

The intended actions or grievous dereliction of duty of its legal representatives or leading officials.
In the case of violation of essential obligations of the Agreement, which make it possible to perform this Agreement and on the performance of which the other Party confidently constantly relies, the compensation of actual damage, which will be determined by the participants or by the court decision.

9. Period of Validity of this Agreement

This Agreement shall be concluded for indefinite period. The Affiliate can terminate this Agreement, having deactivated account, having written a letter to the customer service at [email protected].

If the Affiliate has an amount of bonuses unpaid on the account, it will be paid out to the account previously mentioned in the personal account in the next period of payment.

All deals completed prior to the termination of the Agreement will be processed according to the normal procedure.

10. Final Provisions

The Company shall reserve a right to change less important provisions of this Agreement with no reason given and at any time if these changes do not influence the general provisions of this Agreement. Notification of the changes shall be sent via email at least 5 (five) days prior to the coming into effect.

If the Affiliate has nothing against the changes in writing during 5 (five) days from the date of their delivery to its email, the changes will come into force for him.

If the Affiliate contradicts against the changes, then this Agreement will be deemed to be terminated.

In case the Parties cannot settle the disputes and/or conflicts between them by means of negotiations, such disputes will be settled in the International Commercial Court of Arbitration under the laws of Cyprus.

If individual provisions of this Agreement completely or partially are null and void, the validity of the other provisions will remain in force. The provisions, which became invalid, shall be deemed to be replaced with another one, the closest in meaning and designation. This shall be true for potential omitted provisions of this Agreement.

This Agreement can be terminated on the initiative of the Company unilaterally, in a case of violation by the Affiliate of the obligations, mentioned in this Agreement. The Agreement shall be deemed to be terminated according to the circumstances, mentioned in this clause, upon the expiration of 24 hours after the sending email with the notice of termination to the email account of the Affiliate, the fact of receipt and reading by the Affiliate of the notice of termination of the Agreement in this case is of no importance.

Last updated: July 9, 2020