This Partner Program Agreement (“Agreement”) is made by and between Sufio s.r.o. (“Sufio”, “we”, “our”, “us” and terms of similar meaning) and you as our Partner (as defined below), each a “party” and together the “parties”.
By marking the “I have read and agree to the Partner Program Agreement” checkbox, you confirm and fully agree to all terms and provisions of this Agreement.
This Agreement shall govern the terms and conditions pursuant to which the Partner shall promote and market our Website (as defined below).
1. Definitions
1.1. In this Agreement the following definitions shall apply unless the context otherwise requires:
"Account” means your Partner account with us.
“Activities” means (a) the promotion and marketing of our Website, and (b) the identification of Leads.
“Advertisement” shall mean any marketing and/or promotional materials relating to the Website.
“Confidential Information” shall mean all data and information marked as confidential nature of one party disclosed by such party to the other party under this Agreement, as well as information that one Party knows or reasonably should know that the other party regards as confidential, including business practices, software (including information and specifications relating to the Services and any related documents made available to you by us or on our behalf), all other technical information, future product/services plans, programming/design techniques or plans, know-how, trade secrets, prospects, customers, end users, suppliers, development plans or projects, and services. Confidential Information may be communicated orally, in writing, or in any other recorded or tangible form. “Customer” shall mean any unique user that has registered for a paid Sufio account on the Website and who was introduced by you strictly as a result of your active promotion of the Website. A customer cannot be you or any party linked to you in any way whatsoever.
“Data Protection Laws” shall mean any and all applicable data protection legislation from time to time in force including, but not limited to, Regulation (EU) 2016/679 (General Data Protection Regulation, also known as the “GDPR”).
“Leads” means any third party who is a potential Customer.
“Marks” shall mean means any trademarks, trade names, service marks, logos, designs, and other distinctive brand features of a party that provides such other party in connection with this Agreement.
“Opt-In List” shall mean an e-mail address list where the individuals on the list have given express consent in accordance with applicable Data Protection Laws to receive e-mails.
“Partner”, “you”, “your” shall mean the entity that has been registered by us as a “Sufio Partner”.
“Personal Data” shall mean any information relating to an identified or identifiable individual or device, or is otherwise “personal data,” “personal information,” “personally identifiable information” and similar terms, and such terms shall have the same meaning as defined by applicable data protection laws.
“Services” shall mean our services as amended from time to time.
“Website” shall mean our website at sufio.com.
2. Your Responsibilities and Restrictions
2.1. Activities
You shall use your best efforts to undertake the Activities. You shall bear all costs and expenses for such activities unless otherwise determined by us, in our sole discretion. The Activities and any resulting Customers shall be monitored and verified by us by way of affiliate link tracking and manually submitted referrals first through our partnerships managers, or our support team.
2.2. Your Business Practices
In accordance with any rules, regulations or codes of conduct as we shall notify you of, you shall: (a) conduct its business under this Agreement in a manner that reflects favorably upon us, the Services, and our goodwill and reputation, (b) not engage in illegal, deceptive, misleading, or unethical trade practices, (c) not, and shall not permit any of your subsidiaries or affiliates, or any of your or their respective directors, officers, managers, employees, independent contractors, representatives, or agents to, promise, authorize, or make any payment, or otherwise contribute any item of value, directly or indirectly, to any third party, including any non-U.S. official, in each case, in violation of the Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-bribery or anti-corruption law, and (d) warrant that you will conduct business in accordance with all applicable anti-corruption, antimoney laundering, economic and trade sanctions, export controls, and other international trade laws, regulations, and governmental orders.
2.3 Advertisement
2.3.1 All Advertisement will be solely provided by us, except if agreed by us in writing in advance. We will provide you with copies of or access to Advertisement for your use.
2.3.2 The Advertisement shall be accessible from the Sufio Partner Program page on the Website. The Advertisement is provided by us or on our behalf “as is” and without warranty of any kind.
2.4. Use of Advertisement
2.4.1 You may display Advertisement on your website(s) solely for the purpose of marketing and promoting the Website (a) during the term of this Agreement, or (b) until we will instruct you in writing to stop displaying some or all of the Advertisement.
2.4.2 You may not alter, amend, adapt or translate the Advertisement without our prior written consent.
2.5. Email Marketing
If you have an Opt-In List, 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 in relation to the use of such Opt-In List and the sending of marketing information by email, 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 emails to any individual or entity that has not requested such information or who has withdrawn any previous consent to receive the same, (b) always include a clearly visible and accessible “unsubscribe” option on every email as well as legally required information at the top and bottom of any email, and (c) comply with all applicable laws including, but not limited to, the Data Protection Laws.
2.6. Unauthorised and Prohibited Marketing Activities
In addition to the restrictions of Section 2.5 above, you shall not, in relation to Sufio and/or the Website, (a) engage in any broadcast, telemarketing or any other offline marketing or promotional methods or activity whatsoever, (b) use malware and/or spyware techniques or use any other aggressive advertising or marketing methods, (c) make any false, misleading, defamatory or disparaging representations, comments, remarks or statements, 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 in whole or in part (i) contains or refers to sexually explicit or offensive materials, violence, harassment, 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.
2.7. Prohibited SEO Marketing Activities
You shall not use and/or purchase search engine or other pay per click keywords (including, but not limited to, Google AdWords), or domain names that we use and/or variations and misspellings thereof.
2.8. Restrictions
2.8.1 You agree that:
(a) you will not (i) make any commitments, warranties or guarantees, directly or indirectly, to Leads with respect to us or the Services, the pricing thereof, or your relationship with us; or (ii) engage in any Activities that violate, in whole or in part, any guidelines provided by us to you, or
(b) you have no authority whatsoever to (i) negotiate any contract for or on behalf of us; or (ii) bind us in any way whatsoever to any contract, representation or understanding concerning us or our Services, or any other products or services offered by us.
2.9. 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 any and all applicable laws, rules and regulations.
3. Fees
3.1. General
You shall be entitled to receive the fees as set out below (“Fees”). We reserve the right to modify the structure of the Fees and/or the payment terms at any time upon reasonable advance written notice to you. We shall not pay any Fees for the referral of a Customer which is created or owned, directly or indirectly, in whole or in part, by you.
3.2. Calculation
3.2.1 You shall be entitled to the Fees which shall be calculated as either the lower of (i) twenty percent (20%) of the total revenue received by us from a Customer who made payments to us for using our Website, or (ii) two hundred percent (200%) of the monthly price payable by the Customer as a one-time payment to you, for every Customer you refer to us in accordance with this Agreement.
3.2.2 You may choose to be paid the Fees as calculated on the basis of either 3.2.1 (i) or 3.2.1 (ii) above at your choice as you may notify to us in writing from time to time.
3.3. Payment
Payment of any Fees due will be made to you once per month by way of PayPal or bank transafer on the 7th day of the month. If your Account balance as shown in your dashboard on the Website is less than USD $25 at the last day of any calendar month, such funds will remain in your Account until the last day of the first calendar month in which the Account has a balance of USD $25 or more.
4. Licenses and Ownership of The Marks
4.1. Marks
4.1.1 Subject to the terms and conditions in this Agreement and solely for the purposes hereof, each party grants to the other a non-exclusive, revocable, non-transferable, royalty-free license, without right of sublicense, to use the Marks solely for the purpose of their performance of their obligations under this Agreement. Any and all use of such Marks shall be subject to the licensor party’s then-current use guidelines made available to the other party.
4.1.2 Other than as set above, nothing contained in this Agreement shall be construed to grant either party any right, title or interest in or to the other party’s Marks, and all right, title, and interest in and to the Marks shall be retained by the licensor party. Any additional goodwill associated with the Marks created as a result of this Agreement and through the licensee party’s use will insure solely to the benefit of the licensor party.
5. Warranties and Representations, and Disclaimer
5.1. Mutual Representations and Warranties
Each party represents and warrants that: (a) it has the full corporate right, power and authority to enter into this Agreement and to perform its obligations hereunder; and (b) the execution of this Agreement and the performance of its obligations hereunder does not and will not conflict with or result in a breach any other agreement to which it is a party or is otherwise bound.
5.2. Your Representations and Warranties
You represent and warrant that: (i) you will be solely responsible for any and all acts, omissions, and activities of any of your representatives including, but not limited to, statements, comments, references to and representations regarding us or the Services and your compliance with the terms of this Agreement; (iii) you will not engage in any deceptive, misleading, illegal or unethical marketing activities (including without limitation any applicable advertising activities, marketing content and communications) or other actions that may be detrimental to us or the Services in compliance with all applicable international, federal, state and local laws, rules, regulations and ordinances; (iv) you will comply with any rules, regulations or codes of conduct as we may notify you from time to time as applies to the Activities or this Agreement.
5.3. General Disclaimer
We hereby disclaim any and all representations and warranties whatsoever regarding the services, whether express, implied, or statutory, oral or in writing, arising under any laws, including with respect to error-free operation, merchantability, fitness for a particular purpose, or non-infringement. Without limiting the generality of foregoing, we do not warrant that the services will meet all customer requirements or operate without interruption or downtime or be error free.
6. Confidentiality
6.1 During the term of this Agreement, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with Confidential Information in whatever form (written, oral or visual). Each party shall (i) maintain in confidence all Confidential Information disclosed to it by the other party, (ii) agrees not to disclose or otherwise make such Confidential Information available to any third party except as expressly authorised by this Agreement, and (iii) shall not use such Confidential Information for any purpose outside the scope of this Agreement.
6.2 The Receiving Party shall not disclose any Confidential Information to any third party, other than to its and its affiliates’ directors, officers, employees, agents and representatives (“Representatives”) who are required to have access to such information in connection with this Agreement, and who are under confidentiality obligations no less protective of the Confidential Information than as set out herein. Each party shall use at least the same standard of care as it uses to protect its own Confidential Information of a similar nature (and in no event less than a commercially reasonable standard of care) to ensure that such Representatives do not disclose or make any unauthorised use of such Confidential Information. The Receiving Party shall be responsible for any breach by any of its Representatives of any provision hereof. Each party shall promptly notify the other upon discovery of any unauthorised use or disclosure of the other’s Confidential Information.
6.3 Notwithstanding any other provision in this Agreement to the contrary, the obligations set forth in this Section 6 shall survive any termination or expiration of this Agreement for a period of three (3) years thereafter; provided that the Receiving Party shall safeguard all Confidential Information that is a trade secret as required by this Agreement for so long as such information remains a trade secret.
6.4 The obligations of confidentiality contained in Section 6.1 shall not apply to the extent that it can be established by the Receiving Party by competent proof that such Confidential Information was (i) already known to the Receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the Disclosing Party, (ii) was generally available to the public or was otherwise part of the public domain at the time of its disclosure to the Receiving Party, (iii) became generally available to the public or otherwise became part of the public domain after its disclosure, other than through any act or omission of the Receiving Party in breach of this Agreement, (iv) was disclosed to the Receiving Party, other than under an obligation of confidentiality, by a third party who had no obligation not to disclose such information to others, or (v) was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information.
6.5 Notwithstanding any provision to the contrary herein, the Receiving Party may disclose the other party’s Confidential Information to the extent required by law or any governmental authority, provided, that, such Receiving Party shall, to the extent reasonably practicable, use commercially reasonable efforts to assist the Disclosing Party in securing confidential treatment of such Confidential Information required to be disclosed. Prior to disclosing any Confidential Information under this Section 6, if legally permissible the Receiving Party shall take reasonable steps to give the Disclosing Party sufficient notice of the disclosure request in order for such Disclosing Party to contest the disclosure request.
7. Term and Termination
7.1. Termination
Either you or we may terminate this Agreement at any time, with or without cause, effective immediately upon the receipt of written notice by the other party. In the event of such termination, you must email us at [partners@sufio.com](mailto:partners@sufio.com) within 7 days of the date of termination requesting that we terminate your Account. Once we receive such email, we will send you any fees due to you within one (1) month in accordance with Section 3.3 above. For the avoidance of doubt, no payment shall be made if (i) you fail to email us to terminate your Account in accordance with this Section 7.1, or (ii) your Account balance as at the date of termination does not exceed USD $25.
7.2. Consequences of Termination
Upon expiration or termination of this Agreement for any reason whatsoever: (a) you shall immediately cease displaying any Advertisement on any website and cease the activity under this Agreement and (b) all rights granted to you hereunder will immediately cease.
7.3. Exceptions
Sections 6, 8, 9 10 and 11 shall survive the termination or expiration of this Agreement.
8. Indemnification
You agree to indemnify, defend and hold us harmless with respect and in relation to any and all claims, demands, losses, expenses, causes of action, debts or liabilities, including, but not limited to, reasonable attorneys’ fees, to the extent that such action is based upon or arises out of: (a) your breach of any representation, warranty, obligation, covenant or other term or obligation under this Agreement; (b) your gross negligence or willful misconduct; or (c) any warranty, condition, representation, indemnity or guarantee relating to us granted, given or made by you to any Customer, prospective Customer or any other third party whatsoever.
9. Personal data
In connection with the Activities and this Agreement, you shall collect, use, disclose and otherwise process Personal Data and safeguard the privacy, confidentiality and security of Personal Data in accordance with the requirements and your obligations set out in Exhibit 1 to this Agreement. Any Personal data which we process about you shall be in accordance with our privacy policy as set out on our Website and as amended from time to time.
10. Limitation of Liability
To the maximum extent permitted by applicable laws and except in connection with breaches of confidentiality and either party’s indemnification obligations under section 9, under no circumstances and under no legal theory, whether in tort, contract or otherwise, shall we, our successors or assigns, be liable to you under this agreement for any indirect, incidental, consequential, reliance, exemplary or special damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, loss of data, procurement of goods or services, loss of goodwill, work stoppage, hardware or software failure, or other pecuniary loss) arising out of this agreement. In no event shall our total liability arising out of any claim or cause under this agreement exceed $100.00.
11. General provisions
11.1. Independent Contractors
You and we are independent contractors. Neither of you or us is an agent, representative or related entity of the other. Neither you or we 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 in any way whatsoever, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the you and us, or to impose any liability attributable to such a relationship upon you or us.
11.2. Notices
Any notice, approval, request, authorization, direction or other communication under thisAgreement shall be given in writing and shall be deemed to have been delivered and given forall 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 overnightcourier service, with written verification of receipt; or (c) five (5) business days after deposit incertified or registered mail, return receipt requested, to the respective addresses of theparties as set forth at your registration with us as the Partner.
11.3. Entire Agreement
This Agreement sets out 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 out 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.
11.4. Assignment
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. The 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.
11.5. Amendment
We may amend, modify or update the terms of this Agreement from time to time, in which case the updated Agreement will supersede all prior versions. We will notify you of such amendment, modification or update via email. The updated Agreement will become effective and binding on the next business day after we send you a notification. You continued Activities shall constitute your acceptance of such amendment, modification or update.
11.6. Waiver
A party’s failure to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
11.7. Severability
If any provision of this Agreement is held to be invalid, void or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid, void or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
11.8. Entire Agreement
The Agreement, as well as Exhibit 1, constitute and contain the exclusive understanding and agreement of the parties and supersedes all prior discussions, whether oral or written, between the parties respecting the subject matter thereof.
11.9. Applicable Laws
This Agreement shall be governed, construed and enforced in accordance with the laws of Slovakia. Each party 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.
Last updated on February 23, 2023.