Legal Docs / Affiliate Agreement

Affiliate Program Agreement

Effective as of 1st August 2019

This Affiliate Agreement (“Agreement”) contains the complete terms and conditions between us, ECOMBIX Oy (“Sellbery”) and you, regarding your application to and participation in, the Sellbery Affiliate Program (the “Affiliate Program”) as an affiliate of Sellbery (an “Affiliate”), and the establishment of Affiliate Links from your website, or other means, to our website to www.sellbery.com for the purpose of you earning Referral Fees from Qualifying Purchases made by third parties who have navigated to www.sellbery.com via said Affiliate Links.

1. Overview.

1.1 The purpose of this Agreement is to regulate relations between Sellbery and Affiliate and ensure that Sellbery and Affiliate fully understand their mutual rights and obligations.

1.2 Affiliate and Sellbery are independent contractors, and this Agreement does not create a joint venture, partnership, agency, fiduciary, or any employment relationship. The use of the term “Affiliate” refers solely to the membership in the Sellbery Affiliate program. Neither party nor any of its respective affiliates is an agent of the other for any purpose or has the authority to bind the other.

2. Definitions.

Affiliate — the business, individual, or entity applying for or participating in the Affiliate Program, or that displays Sellbery’s services on its website, or other means, using an affiliate tracking code in exchange for receiving a commission from Sellbery for Qualified Purchases made by Referred Customer.

Affiliate Link — a unique link which Affiliate gets to refer visitors to the official Sellbery website.

Commission Fees — the amount you will be paid for each Qualified Purchase by Referred Customer that you refer to Sellbery subject to the Commission Threshold and pursuant to the terms of this Agreement.

Commission Threshold — the amount of Commission Fees an Affiliate must accrue prior to receiving a payment from Sellbery.

Qualified Purchase — a Subscription plan bought through Affiliate’s Link.

Subscription Plan — a monthly or yearly fee paid by Sellbery’s client depending on the chosen amount of SKUs https://app.sellbery.com/
pricing
.

Referred Customer — each new and unique customer referred from Affiliate through a Link that provides valid account, billing information and made a Qualified Purchase.

3. Enrollment into the Affiliate Program.

3.1 To proceed with the enrollment process, Affiliate needs to register in Sellbery Affiliate Program and provide accurate information during registration. After the registration Affiliate gets access to the dashboard where Affiliate Links could be created.

3.2 This Agreement comes into force from the moment Affiliate registers for Sellbery Affiliate Program and is valid for an unlimited time unless terminated by any reason specified hereof.

4. Commissions and Payments.

4.1 A reward shall be paid out, using the banking details of Affiliate given in advance, by transferring amounts to a PayPal digital wallet of Affiliate within the time limits prescribed by this Agreement, after the confirmation by the Company of the reward calculation.

4.2 Commission Fees are calculated and paid to Affiliate for each Qualified Purchase based on the commission rates. Affiliate receives from 20 to 30% commission of the monthly/yearly Subscription Plan paid by Referred Customers. The percentage of the commission depends on the number of Referred Customers referred by Affiliate to Sellbery.

(i)

Referred Customers Number1-2021-50Over 51
Affiliate Commission20%25%30%

Commission scheme:

  • Fixed 20% recurring commission for the first 20 (twenty) customers during the period when Referred Customer is assigned to Affiliate.
  • Fixed 25% recurring commission is paid out from 21 (twenty-first) to 50 (fiftieth) customers during the period when Referred Customer is assigned to Affiliate.
  • Fixed 30% recurring commission for the customers from 51 (fifty first) and next during the period when Referred Customer is assigned to Affiliate.

(ii) Affiliate gets 12 months of Medium Business Package (value €49) for free for every 30 customers brought in to the platform.

(iii) Referred Customer is assigned to Affiliate for 2 years after the first purchase. Payouts are stopped after this period.

4.3 Sellbery reserves the right to change commission rates and benefit amount at any time at its sole discretion.

4.4 Commission payments are paid monthly not later than the 20th of every month. The amount earned the previous month is paid out.

4.5 Sellbery uses a third party to handle all of the tracking and payments for the Affiliate Program. The third party is currently First Promoter Platform: https://firstpromoter.com/.

4.6 Commission becomes payable once Affiliate provides all relevant payment details, accomplishes all required conditions, and reaches Commission Threshold of 50 euro.

4.7 Commission Fees are paid in Euro based on the current information in your Affiliate profile. Transaction expenses are the Affiliates responsibility. The affiliate is also solely responsible for paying any national taxes that may be applicable in their jurisdiction. Sellbery will not withhold any taxes for any purposes. If the affiliate is VAT registered in their jurisdiction, it is the Affiliates own responsibility to pay VAT if applicable. Sellbery will not deduct, withhold, or pay any VAT on payments to Affiliates unless specifically asked to do so by the Affiliate and the Affiliate produces the appropriate documentation and issues a sales document where VAT is specified.

4.8 Affiliate is only eligible to earn Commission Fees on Qualified Purchases occurring during the term of this Agreement. Sellbery may withhold Affiliate’s final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payments from Referred Customers are legitimate as determined by Sellbery.

4.9 Sellbery reserves the right to suspend or cancel the payment of Commission Fees at any time if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by Affiliate or Referred Customer. Sellbery reserves the right to deduct from Affiliate current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and canceled purchases. Affiliate may file a claim to Sellbery regarding suspended or canceled Commission Fees during Thirty (30) days from the moment they believe this payment was meant to be paid.

4.10 Commissions for any Referred Customer who is associated with any Sellbery reseller, referral or other programs may not be considered as Qualified Purchase i.e. Affiliate may not receive double commissions or compensation.

4.11 Cookies which track Referred Customer’s activities are valid for 90 days.

5. Sellbery Rights and Responsibilities.

5.1 Sellbery provides all information necessary for Affiliate to make Links to Sellbery website. Sellbery is solely responsible for processing (including payment processing, cancellations, and refunds) of Qualified Purchases, for tracking the volume and amount of Qualified Purchases generated by Affiliate Links, and for providing information to Affiliate regarding Qualified Purchase statistics.

5.2 Referred Customers who made Qualified Purchase are deemed to be Sellbery Customers. Sellbery’s Terms and Conditions, rules, policies, and operating procedures will apply to such customers. Sellbery may change policies, pricing, and operating procedures at any time without prior notice.

6. Licenses.

6.1 Sellbery grants to Affiliate a non-exclusive, non-transferable, revocable right to:

(i) access Sellbery website through the links solely in accordance with the terms of this Agreement.

(ii) solely in connection with such Links, to use Sellbery’s logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that Sellbery provides to Affiliate or authorizes for such purpose. Affiliate is only entitled to use the Licensed Materials without any modification or disfiguration of such Licensed Materials and to the extent that Affiliate is a member in good standing of Sellbery’s Affiliate Program. Affiliate agrees that all uses of the Licensed Materials will be on behalf of Sellbery and the goodwill associated therewith will inure to the sole benefit of Sellbery.

6.2 Affiliate agrees not to use the Sellbry proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays Sellbery in a negative light.

6.3 Ads may not be promoted by Affiliate with Sellbery Brand Searches.

6.4 Sellbery promotions and discounts may not be issued as separate promotions or discounts.

6.5 It is prohibited to lead other users astray and spread false information.

6.6 Affiliate will not receive any commission on the payment of Affiliate own plan bought via Affiliate Link.

7. Disclaimers.

7.1 Sellbery makes no express or implied warranties or representations with respect to the Affiliate Program or any Qualified Purchase made through the Affiliate Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Sellbery makes no representation that the operation of Sellbery website will be uninterrupted or error-free, and Sellbery will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.

8. Representations and Warranties.

8.1 Affiliate hereby represents and warrants to us as follows:

  • Affiliate has reviewed and understood this Agreement and has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under the Agreement, without the approval or consent of any other party.
  • Affiliate acceptance of this Agreement and participation in the Affiliate Program will not violate: (i) any provision of law, rule, or regulation to which Affiliate is subject, (ii) any order, judgment, or decree applicable to Affiliate or binding upon Affiliate’s assets or properties, (iii) any provision of Affiliate’s by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to Affiliate or binding upon your assets or properties.
  • Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating Commission Fees as provided in this Agreement.
9. Governing Law and Arbitration.

9.1 This Agreement shall be governed, construed, and enforced in accordance with the laws of Finland.

9.2 All claims and disputes arising out of or in connection with this Agreement are to be settled by binding arbitration in the Helsinki International Commercial Arbitration at the Association “International Association of Arbitrators of commercial arbitration courts”. The place of arbitration shall be Helsinki.

10. Modification and Termination of the Agreement.

10.1 The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause.

10.2 We may modify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on which you accept and agree to such modifications unless you otherwise agree herein. Such modifications shall take effect when posted on our website. Modifications may include, but are not limited to, changes in the scope of available Commission Fees, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. Your continued participation in the Affiliate Program following our posting of any modification on our website will constitute binding acceptance of the change.

10.3 Commission Fees shall be paid based on the current information in your Affiliate profile. Affiliate is required to notify us promptly of any change in Affiliate’s address by updating Affiliate’s profile information.

10.4 Any attempt by Affiliate to manipulate, falsify or inflate Referred Customers, Qualified Purchases, or Commission Fees to intentionally defraud Sellbery or any violation of the terms of this Agreement constitutes immediate grounds for Sellbery to terminate the Affiliate’s participation in the Affiliate Program and will result in loss of any Commission Fees by Affiliate.

11. Confidentiality.

11.1 The parties have agreed that any and all information related thereto, including, but not limited to any business, technical, financial, and customer information, provided or disclosed by one party to the other for performance of this Agreement, as well as any and all information exchanged by the parties in the course of their negotiations and correspondence related to the subject matter hereof, will remain the sole property of the disclosing party, and shall not be disclosed, published or otherwise disseminated to third parties without the prior written consent of the parties, unless otherwise provided herein or such information is subject to the mandatory disclosure or publication pursuant to the applicable law.

11.2 All information related to Referred Customers’ payments received by Affiliate must be kept confidential and should not be disclosed to third parties unless otherwise is prescribed by law.

12. Limitation of Liability.

12.1 Sellbery will not be liable for any indirect, special or incidental damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, Sellbery’s general liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement during the Three (3) month period preceding the event giving rise to such liability.