General Affiliate Agreement

General Affiliate Agreement

The contract was concluded between the following parties:

The affiliate company or individual that had completed the Affiliate Registration Form on the AIDA64 Affiliate Program website,

 

as affiliate (hereafter referred to as: Affiliate), and

 

Company name: FinalWire Ltd. 
City: Budapest 
Zip code: 1048 
Street address: Tófalva utca 6. A. ép. III. em. 7. 
Country: Hungary 
Tax number: HU22764672 
Business Registration Number: 01-09-942549

 

as distributor (hereinafter referred to as: Distributor).

 

The Distributor and the Affilite therefore agree as follows:

1. Subject of the contract

1.1 The contracting parties declare that the Affiliate is authorized on a non-exclusive basis to promote the AIDA64 Extreme edition software (hereinafter referred to as: Product) to its website visitors in accordance with the terms of this agreement through the unique and trackable Affiliate link inserted in the Affiliate’s website or other online channel.

1.2 The Affiliate acknowledges that it does not acquire exclusive rights to sell, advertise and promote the sale of the Product.

1.3 Each Party retains sole and exclusive ownership and control over its website and is solely responsible for maintaining and updating its own website.

2. Affiliate link

2.1 The Distributor provides the Affiliate with a unique, trackable Affiliate link to the online store of the Distributor.

2.2 The Affiliate will use and implement the unique and trackable Affiliate Link in order to permit the Distributor to accurately track converted leads.

3. Compliance and tracking of end users

3.1 In performance of its obligations under this Agreement, the Affiliate will comply with all applicable laws and regulations, including consumer protection and unfair trading regulations and shall not engage in any fraudulent activities such as cookie stuffing or link interception.

3.2 Affiliate warrants that its site does not:

  1. promote sexually explicit materials;
  2. promote violence;
  3. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
  4. promote illegal activities; or
  5. incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.

 

3.3 The Affiliate complies with the rules and regulations furnished to the Affiliate by the Distributor regarding the use of any trade names, and properly identifies its relationship with the Distributor.

4. Reporting

The Distributor provides the Affiliate with relevant periodic reports of data relating to the value (traffic, completed sales, commission, etc.) derived from individual activities as described in this Agreement at the end of each quarter completed.

5. Payouts

5.1 The Distributor will pay the Affiliate a 20% commission fee for each Converted Lead at the end of the quarter in which the cumulative commission amount exceeds the billing threshold – $200.

5.2 In case the cumulative commission amount does not reach the billing threshold by the end of the quarter, no payment will made; Distributor will continue to track and record commission amount. Affiliate will be sent a report of performance at the end of the subsequent quarter.

5.3 The commission fee is inclusive of any VAT payable by the Distributor to the Affiliate. Approval and acceptance of any Converted Lead shall be at Distributor’s sole discretion, and the Distributor may reject any such Converted Lead or any acceptance for any reason.

6. Changes to Distributor Product

The Distributor can change any terms of the Distributor Product including pricing.

7. Duration and termination

7.1 This Agreement shall enter into force for an indefinite period of time after completing the Affiliate Registration Form on the AIDA64 Affiliate Program website, and after signing this Affiliate Agreement, unless either party terminates it as specified below:

  1. the Affiliate may at any time terminate it within 30 days by sending a termination request to the Distributor via email, after which the Affiliate’s account will be permanently deleted;
  2. the Distributor may at any time terminate it within 30 days by deactivating the Affiliate’s account if the terms of the agreement are not met or the Affiliate has a negative effect on the Product.

 

7.2 A party can terminate the Agreement immediately by giving written notice to the other party if that other party:

  1. does not pay any sum due to it under the Agreement within 30 days of the due date for payment;
  2. commits a material breach of the Agreement (which, if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied;
  3. persistently breaches any term of the Agreement;
  4. is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;
  5. is a company over any of whose assets or property a receiver is appointed.

 

7.3 The Agreement terminates:

  1. a. automatically and without notice, if the Affiliate or the Distributor are subject to bankruptcy or winding-up proceedings, or if control over the majority of their assets is entrusted to a trustee or liquidator;
  2. b. immediately, without justification, by deactivating the Affiliate’s account if the registered Affiliate filled in the partner registration form incorrectly.

 

7.4 A party can terminate the Agreement for any reason by giving the other 30 days' notice.

7.5 Termination of the Agreement does not affect either party’s rights (including rights to be paid) or remedies as at the date of termination. Other than as set out in the Agreement, neither party has any further obligation to the other under the Agreement after its termination.

7.6 On termination of the Agreement for any reason, the Affiliate must permanently remove the Affiliate link from its website.

8. General

8.1 No Party may assign, transfer, sub-contract or otherwise make over to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other Party.

8.2 Both Parties and the signatories to this agreement warrant that they are authorized and permitted to enter into this agreement, and have obtained all necessary permissions and approvals.

8.3 Affiliate is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Affiliate and Distributor.

8.4 Any notice (other than in legal proceedings) to be delivered under the Agreement must be sent by email to the email address notified by the other Party. Notices sent by email will be deemed to have been received on the next business day after sending.

9. Limitation of liability

9.1 The Agreement constitutes the entire agreement between the parties and replaces all prior discussions, arrangements or agreements that might have taken place. All warranties, conditions and other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law, without in any way limiting or excluding liability for personal injury, fraud or fraudulent misrepresentation.

9.2 The total liability of the Distributor to the Affiliate in relation to any event or series of related events is limited to the fees due to the Affiliate under this Agreement.

9.3 No party will be liable to any other party under the Agreement (except where required by law) for any:

  1. special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
  2. loss or corruption of any data, information, database or software;
  3. loss of profits;
  4. loss of business;
  5. depletion of goodwill and/or similar losses;
  6. loss of anticipated savings.

 

10. Applicable laws

10.1 This Agreement is governed and interpreted by the laws in force in Hungary.

10.2 The registrant accepts that they can legally represent their business in the management of partnership relations.

10.3 By registering as an Affiliate, the Affiliate acknowledges to have read, understood and agreed to the terms of the Affiliate Agreement.

11. Force Majeure

FinalWire is not liable for performance failure if it results from unforeseeable circumstances or reasons beyond the reasonable control of FinalWire, including but not limited to actions of superior power, war, insurgency, embargoes, acts of civil or military authorities, fires, floods, accidents, strikes, layoffs, or shortages of transport, facilities, fuel, energy, labour or materials. In the event of any such delay, FinalWire may be exempted from performance to the extent that it is delayed or hindered by such circumstances.

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