Effective 15th of April 2021
This Agreement governs the terms by which a person, whether natural or legal ("Affiliate") can become an affiliate of VIDEOPLASTY SRL, a company registered and operating in accordance with the laws of Romania, by signing up for the Company's Affiliate Program and thus entering into a binding agreement with the Company.
The Affiliate intends to promote the Company through certain materials, in which it shall include a link to the Company's website videoplasty.com ("Site");
The Company has an interest in being promoted by the Affiliate,
the Parties agree as follows:
1. Promotional Materials
The Company shall make available to the Affiliate certain materials ("Promotional Materials"), such as advertisements, banners, text links, graphic and/or textual materials and the such, in order for the Affiliate to use them on its own website ("Affiliate Website").
The Affiliate shall display the Promotional Materials on the Affiliate Website in a prominent manner, subject to the terms and conditions of the present Agreement.
The Affiliate must include a link to the Promotional Materials to the Company's Site.
2. Use of promotional materials
The Affiliate shall use and display the Promotional Materials on Affiliate's Website in a manner conforming to the following specifications:
2.1. Affiliate shall only use Promotional Materials to promote the Company, unless Company agrees to other materials in writing prior to their display;
2.2. Affiliate shall not use the Promotional Materials for other purposes other than for promoting the Company, and implicitly its products and/or services and Site;
2.3. Affiliate shall use Promotional Materials only to link to the Site, as per the Company's specifications;
2.4. Affiliate shall not alter in any way, shape or form the Promotional Materials, as to differ from the form prepared by the Company; If Affiliate has suggestions regarding the Promotional Materials or wishes to contribute in any manner to the promotional Materials it shall bring forth to the Company any such suggestion but will not act in this regard without the prior, written consent of the Company;
2.5. Affiliate must always make a clear distinction between himself and the Company, as well as its quality of an affiliate of the Company;
2.6. Affiliate will have no right to handle other types of information concerning the Company and/or that of its clients.
By entering into the present Agreement, Affiliate receives from the Company a non-exclusive, non-transferable license ("License") to use the Promotional Materials, subject to the terms and conditions of the present Agreement. The License is accessory to the present Agreement and shall be terminated on the termination/expiry of this Agreement.
4. Intellectual Property
Company retains any and all rights, ownership, interest and any other proprietary rights in/of the Promotional Materials. Nothing in this Agreement can be construed as to grant Affiliate any rights, ownership or interest in the Promotional Materials save from the rights to use such materials that are explicitly granted under the License, as per section 3 of the present Agreement.
5. Relationship between the parties
The present Agreement does not give rise to a relationship of employment, of agency, of partnership or such between the parties, nor is that its scope. Affiliate has the status of an independent contractor and shall have no authority to act in the name or on behalf of the Company, nor to bind the Company into any agreement with a third party, nor shall Affiliate be considered, under no circumstances to be an agent of the Company in any respect.
6. Commissions. Withholding tax.
In exchange for the Affiliate's promotion of the Company, using the Promotional Materials and for complying with the terms and conditions of this Agreement in doing so, Company shall pay Affiliate a commission, in a gross amount to an Affiliate who is a legal entity or in a net amount, subject to withholding tax to an Affiliate who is a natural person, commission which will be due by the 15th of the next month for the previous month ("Commission payment period"). The Company reserves the right to change the pricing and commission percentage at any time, and it will inform Affiliate of such with a 30 days' notice. Should Affiliate not agree to such change it will inform the Company of such before the expiry of the abovementioned term.
The Company shall strive to keep accurate and up-to-date records of the amounts due to Affiliate to which Affiliate shall be given reasonable access upon request. Any discrepancy between the amounts due to Affiliate as stated in the records and the actual amounts paid to Affiliate, shall be rectified by the Company within a period of maximum 15 days.
In the event that Affiliate violates the terms and conditions of this Agreement, violation that subsequently results in the termination of this Agreement within 30 days by the Company, any amounts accrued and payable to Affiliate shall be forfeited by Affiliate.
Commissions will only be paid after the required payment and tax information is submitted by the Affiliate using his account by the 15th of the month, otherwise payment will be held until the next Commission payment period, subject to Affiliate providing the required information.
Commissions are valid for 90 days following the end of the month they were accrued in. As such, if payment and tax information is not submitted by Affiliate within this time period, the accrued Commissions will expire and be forfeited.
Commission payments returned as cause of invalid information given by Affiliate will be held for 30 days. For clarity, Affiliate is solely responsible for the validity and accuracy of the information provided to the Company. If Affiliate makes no rectification or request within the above mentioned period in order to receive the payment, such will be forfeited.
6.2. Withholding tax.
As per the above clauses, bearing the information submitted by an Affiliate when contracting with the Company - for which Affiliate is solely responsible – if Affiliate is a natural person the Company is obligated under Romanian fiscal law to withhold income tax due to be paid to the government from the commission that Affiliate is due in the amount of:
- 10% in case Affiliate is an EU resident of the resident of a country with which Romania has concluded a treaty for the avoidance of double taxation. You can find the full list of such treaties here;
- 16% in case Affiliate is a resident of a country outside of the EU and that has not concluded a treaty with Romania for the avoidance of double taxation.
For clarity, an Affiliate that is a natural person will receive its commission in a net amount, after the deduction of the withholding tax as per the above.
7. Affiliate's represents and warrants the following:
It has the legal authority to enter into this Agreement and be bound by its terms and conditions, whether it does so in his own name or as a representative of a natural or legal person;
Affiliate's website does not contain any materials that are:
- Sexually explicit, obscene or pornographic;
- Offensive, profane, hateful, harmful, defamatory, libelous, harassing, discriminatory (regardless of reason), graphically violent, solicitous of any unlawful behaviors or otherwise illegal;
- Infringing upon the legitimate interests, intellectual rights, or other proprietary rights of third parties.
It has obtained all necessary clearances, licenses, permissions and the such for any intellectual property used on Affiliate's website. No person or entity has brought or threatened an action claiming such infringements, nor does Affiliate have any reason to believe any such action and/or claim will be made in the future.
It will not use Promotional Materials in any other way than that which is intended by the present Agreement.
It will make no claim to ownership of the Promotional Materials, regardless of the type and/or nature of the claim or that of the rights to which such claim is made.
It will not publish, or otherwise distribute advertising materials for its own website that references the Company or the Site without the prior, express and written consent of the Company to the publishing and/or distribution of such materials. Affiliate will not use the Company's name, logo, or such belonging to the Company (nor a confusingly similar one) for any other purposes than the ones specified in the present Agreement.
It will not engage in the distribution of any unsolicited advertisements or any other such material that can be considered spam, containing references or mentions of the Company or the Site.
8.1. Affiliate shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate's warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
You acknowledge that the Confidential Information (defined below) that you may obtain through the entering into of this Agreement constitutes valuable, confidential, proprietary information of the Company, and you agree that during the term of this Agreement and thereafter you shall not, without the express written consent of the Company, use or disclose to any other person or entity any such Confidential Information, except as specifically authorized under this Agreement.
For the purposes of this Agreement, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of the Company, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, alliances, content, graphics, documentation, finances, research, development, know-how, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to members, clients, methodologies, the Site and content belonging to others and other intellectual property.
For the purposes of the above, the manner in which you come to obtain the Confidential Information is irrelevant, whether it is through direct/indirect means, irrespective of format or even of the intention and/or omission of the discloser as to the disclosing of the Confidential Information.
Affiliate may not disclose any Confidential Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.
10. Term and termination
10.1. The present Agreement shall take effect on the date of signing and shall remain in full force and effect until termination, pursuant to article 10.2. below.
10.2. The present Agreement can be terminated as follows:
- Mutually by the parties;
- Unilaterally by the Company, by the issuance of a notification that will come into effect after a period of 30 days;
- Unilaterally by the Affiliate, by the issuance of a notification that will come into effect after a period of 30 days;
10.3. Termination of this Agreement pursuant to article 10.2. for cause, does not prevent the Party from receiving compensation or any of the such from the offending Party, as it may be entitled to by the provisions of this Agreement or by applicable law.
Neither Party is responsible for the taxes owed by the other Party, arising from the relationship the Parties have, pursuant to this Agreement. Company shall not withhold any taxes from the commission paid to Affiliate.
12. Limitation of liability
Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement
13. Governing law. Litigation
The present Agreement is governed by the laws of Romania.
Any disputes arising from or related to this Agreement or its enforceability, or the business relationship between the parties, shall be settled through amiable means and in good faith.
If such amiable means should fail to resolve the dispute, litigation will be brought forward to the competent courts of Bucharest, Romania.
You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of all other of the Company's Legal Documents which may be incorporated by reference therein, and to the extent of their incorporation and/or their applicability in this Agreement you agree to be bound by them.
The Company's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
This Agreement is personal to and binding to you. The Company may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
Should any provisions of this Agreement be deemed unenforceable by a competent court, the parties shall replace them with the appropriate provisions that mostly reflect the will and intent of the parties, as well as the economical sense of the previous provisions.
If you have concerns relating to this Agreement, please contact us at firstname.lastname@example.org.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF THE COMPANY AGREEING TO PROVIDE A MEANS FOR THE SALE OR LICENSE OF YOUR ACCEPTED DIGITAL ASSETS, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND THE COMPANY, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND THE COMPANY RELATING TO THE SUBJECT OF THIS AGREEMENT.
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