Last updated: Aug. 28, 2012
By marking the “I have read and agree to the Partner Program Agreement” checkbox, you hereby fully agree with all terms and provisions of this Partner Program Agreement.
This Partner Program Agreement (“Agreement”) is made by and between Sufio s.r.o. (“Sufio”, “we”, “us” and terms of similar meaning) and you as a Partner (as defined below).
This Agreement shall govern the terms and conditions pursuant to which the Partner (“you”) shall promote and market our Website (as defined below).
Shall mean you that have (a) been attributed to our Partner, (b) been accepted by us, in our sole and absolute discretion, (c) registered as a “Sufio Partner”.
Shall mean any marketing and/or promotional materials relating to Website.
Shall mean our website sufio.com.
Any unique user that has registered for a paid Sufio account on the Website introduced by the Partner that actively promoted the Website. A Customer cannot be a user identical with you (i.e. the Partner himself).
2. Your responsibilities
You shall use your best efforts to (a) promote and market our Website, and (b) identify for us prospective Customers. You shall bear all costs and expenses for such activities unless otherwise determined by us, in our sole discretion.
All Advertisement will be solely provided by us, except where agreed by us in writing in advance. We will provide you with copies of or access to Advertisement. The Advertisement shall be accessible from Sufio Partner Program website. The Advertisement is provided “as is” and without warranty of any kind.
2.3. Use of Advertisement
You may display Advertisement on your websites solely for the purpose of marketing and promoting Website during the term of this Agreement, or until we will instruct you to stop displaying the Advertisement. You may not alter, amend, adapt or translate the Advertisement without our prior written consent.
2.4. E-Mail Marketing
If you have an opt-in list (e-mail address list where the individuals on the list have expressly elected to receive e-mails from you), you may send e-mails regarding the offering of Website to the individuals on the opt-in list. You shall comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to e-mail marketing and “spamming”. Without limiting the generality of the foregoing, you shall (a) not send any e-mail to any individual or entity that has not requested such information (b) always include “unsubscribe” possibility and manner information at the top and bottom of any e-mail.
2.5. Unauthorized & Prohibited Marketing Activities
In addition to the restrictions of Section 2.4 above, you shall not (a) engage in any fax, broadcast or telemarketing and any other offline marketing methods with respect to Sufio and/or Website, (b) use malware and/or spyware techniques or use any other aggressive advertising or marketing methods relating to Sufio and/or Website, (c) make any false, misleading or disparaging representations or statements with respect to Sufio and/or Website or (d) engage in any other practices which may affect adversely the credibility or reputation of Sufio and/or Website, including but not limited to, using any website in any manner, or having any content on any website, that (i) contains sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or (ii) violates any intellectual property or other proprietary rights of any third party.
2.6. Prohibited SEO Marketing Activities
You shall not use and/or purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that we use and/or variations and misspellings thereof.
2.7. Compliance with Laws
In addition to, and without limiting the provisions of this Agreement, you shall perform your obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
You shall be entitled to receive the fees as set forth below. We reserve the right to modify the fee structure and/or the payment terms at any time upon advance notice to you. We shall not pay any fees for a Customer created or owned in whole or in part by you.
You shall be entitled either to (i) twenty percent (20%) of the total revenue received by us from Customer who made payments to us for using our Website, or (ii) two hundred percent (200%) of the monthly price as a one-time payment for every customer you refer.
Payments will be distributed to you once per month. If your account balance is less than USD $25 at the last day of the calendar month, such funds will remain in your account until the last day of next calendar month in which the account has USD $25 or more.
We may terminate this Agreement at any time, with or without cause, effective immediately upon notice to you. You may terminate this Agreement at any time, with or without cause, effective immediately upon notice to us.
4.2. Consequences of Termination
Upon expiration or termination of this Agreement: (a) you shall immediately cease displaying any Advertisement on any website and stop the activity under this Agreement and (b) all rights granted to you hereunder will immediately cease.
Sections 5 and 6 shall survive the termination or expiration of this Agreement.
You agree to indemnify, defend and hold us harmless with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) your breach of any representation, warranty, obligation or covenant under this Agreement; (b) your gross negligence or willful misconduct; or (c) any warranty, condition, representation, indemnity or guarantee relating to us granted by you to any Customer, prospective customer or other third party.
6. General provisions
6.1. Independent Contractors
Sufio and Partner are independent contractors. Neither of us is an agent, representative or related entity of the other party. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes (a) on the delivery date if delivered personally or by e-mail to the other party; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5) business days after deposit in certified or registered mail, return receipt requested, to the respective addresses of the parties as set forth at your registration as the Partner.
6.3. Entire Agreement
This Agreement sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the parties with respect to the subject matter hereof as set forth herein. Neither party shall be bound by any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other party in any correspondence or other document, unless the party to be bound thereby specifically agrees to such provision in writing.
All the terms and provisions of this Agreement shall be binding for the parties to this Agreement and to their respective heirs, successors, assigns and legal representatives. Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without our prior written consent, to be given or withheld in our sole discretion.
6.5. Applicable Laws
This Agreement shall be governed, construed and enforced in accordance with the laws of Slovakia. Eachparty agrees that any legal action, proceeding, controversy or claim between the parties arising out of or relating to this Agreement may be brought and prosecuted only in a District court at Bratislava I, Slovakia and by execution of this Agreement each party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.
6.6. Cancellation or Modification
We reserve the right to cancel or modify this Agreement in its entirety upon 30 days’ notice to you.