Affiliate Terms

EFFECTIVE DATE

30-11-2024

INTRODUCTION

Welcome to EcomEye. These Affiliate/Referral Programs Terms (these “Terms”) are between you, the user (hereinafter "Affiliate") of the EcomEye Affiliate Program via the EcomEye website at ecom-eye.com/user/referrals (hereinafter "EcomEye Affiliate Program") and Vermax, Broekerstraat 26, 5595CW Leende, the Netherlands (“EcomEye”, “we”, “us”, “our”), the operator of the EcomEye Affiliate Program.

Your agreement to abide by and be bound by these Terms is deemed given upon your first access to the EcomEye Affiliate Program and your registration as an Affiliate. If you do not agree to these Terms, you should not sign up for the EcomEye Affiliate Program.

DEFINITIONS

In these Terms, the following definitions apply.

The term "Referred User" means a person who meets each of the following requirements: i) the person is introduced to EcomEye by the Affiliate through the use of the EcomEye Affiliate Program; ii) opens an account with EcomEye by means of a designated and unique hyperlink (“Link”) provided by EcomEye; ii) never had a business relationship with EcomEye beforehand; iii) enters into a business relationship with EcomEye; iv) does not chargeback any sum paid to EcomEye as a result of the foregoing condition; and v) maintains a user's subscription with EcomEye.

The term "Non-Qualified Transaction" means traffic generated by Affiliate and/or Referred User and/or revenue generated by a Referred User that EcomEye, in its sole discretion, believes to be: i) obtained through improper means (including but not limited to those related to email marketing and spamming); (ii) false and/or non-compliant with the EcomEye Affiliate Program Terms; (iii) obtained through misleading conduct and/or collusion and/or manipulation of the EcomEye Affiliate Program, whether or not EcomEye actually suffers any harm as a result.

EFFECTIVE DATE AND TERM

These Terms shall become effective as of the date of Affiliate’s first access to the EcomEye Affiliate Program and shall remain in effect indefinitely unless terminated in accordance with the termination provisions contained in these Terms.

EcomEye and Affiliate acknowledge that these Terms are not a franchise agreement within the meaning of applicable laws.

GRANT OF RIGHTS

Subject to these Terms, EcomEye hereby grants Affiliate the right to participate in the EcomEye Affiliate Program and to advertise, market and promote the services offered by EcomEye.

Affiliate agrees that these Terms do not create an exclusive contract between EcomEye and Affiliate.

Except as permitted in these Terms, Affiliate shall not: a) use EcomEye's name or our Intellectual Property or any variations or misspellings thereof or any other terms confusingly similar to the foregoing without express prior written permission; b) use EcomEye's intellectual property in any manner, except as expressly permitted herein, constitutes unlawful infringement of any trademark, copyright, or other intellectual property right and may result in claims for damages and the obligation to pay attorneys'fees and court costs in connection with any action or proceeding in which we seek to enforce rights under these Terms or with respect to any of EcomEye's intellectual property rights.

AGREEMENTS

In exchange for commissions payable by EcomEye, Affiliate agrees to act as a referrer and agent to introduce potential users to EcomEye and to provide EcomEye with the following services: i) targeting potential users and/or otherwise promoting EcomEye through online or offline traffic sources. ii) Provide truthful, fair, and accurate information to prospective clients about the services offered by EcomEye. iii) Comply with any business-related instructions or directions given to Affiliate by EcomEye in the performance of the services contemplated herein.

Affiliate shall not permit its interests to conflict with its obligations under these Terms and shall comply with all reasonable and lawful instructions of EcomEye.

If EcomEye, in its sole discretion, believes that Affiliate is not meeting the requirements of EcomEye, as set forth in these Terms, or that Affiliate is otherwise unfit to provide services to EcomEye, EcomEye may, in its sole discretion, terminate these Terms effective immediately by providing written notice to Affiliate without prejudice to EcomEye's rights under these Terms.

Affiliate shall have no authority and shall not hold itself out as having authority or permit any person to hold itself out as having authority to bind EcomEye in any way, and shall not take any action or otherwise conduct itself in such a manner as to create the impression that Affiliate has authority to do so. Any breach of the provisions of this clause shall entitle EcomEye to terminate these Terms immediately by written notice to Affiliate.

Affiliate may only use such marketing or promotional materials relating to EcomEye or the services as are provided to Affiliate by EcomEye. Affiliate shall not create any such material or use EcomEye's name, logo or intellectual property without EcomEye's prior written consent and approval.

EcomEye shall have the right, in its sole and absolute discretion, to reject any traffic sources used by Affiliate. Affiliate shall cease using the EcomEye Affiliate Program immediately upon receipt of notice from EcomEye to that effect.

The parties agree that the services provided under these Terms are provided at Affiliate's own expense and risk.

COMPLIANCE WITH LAWS AND REGULATIONS

Each party shall, at its own expense, comply with all applicable laws and regulations relating to its activities under these Terms, as amended from time to time, as well as comply with all conditions applicable to it contained in any applicable licenses, registrations, permits, and approvals.

Affiliate will abide by EcomEye's marketing and communications policies, as issued by EcomEye.

Affiliate understands, accepts, and agrees that it will at all times ensure that none of its actions result in any actual or potential violation of applicable laws and regulations and agrees to cooperate with EcomEye in any requests to achieve or improve EcomEye's compliance with applicable laws and regulations.

Affiliate agrees to fully cooperate with EcomEye at all times and to provide all documentation, communication records, and other information and clarifications that EcomEye may require to make such assessments.

COMMISSION, ADDITIONAL ENTICEMENT, RESULTS REPORT AND PAYMENT

Subject to the provisions of this clause and provided that the Affiliate complies at all times with its obligations under these Terms, the Affiliate shall be entitled to i) a percentage commission for each package sold as set out on the EcomEye Affiliate Program website and as confirmed in EcomEye Affiliate Program the Referral Calculator of the net revenue generated by the Referred User for the duration of the Referred User’s subscription with EcomEye (“Commission”) and ii) offer a Referred User a 10% discount at checkout as set out on the EcomEye Affiliate Program website and as confirmed in EcomEye Affiliate Program the Referral Calculator (“Additional Enticement”).

Once the requirements set out have been achieved, Commission will be payable within 30 days of the preceding calendar month.

Affiliate acknowledges and agrees that EcomEye shall at all times have the sole right, subject to applicable laws and regulations, to determine whether to accept a prospective user as a Referred User.

Affiliate is responsible for making sure that their links are working correctly and acknowledges that in case of a conflict between two or more Affiliates regarding the acquisition of a Referred User, the last link followed by said Referred User shall be decisive.

EcomEye shall have the right to track the use of links via a so-called tracking cookie. Commission may not be paid for tracking errors caused by editing, masking, redirecting, or tampering with affiliate links or tracking cookies, as determined at the sole discretion of EcomEye.

Affiliate is not allowed to use any techniques that set the tracking cookie without the user actually clicking on the referral link.

Notwithstanding anything to the contrary in these Terms, no Commission will be paid to Affiliate i) before he/she has registered and fulfilled the other conditions stated herein; ii) if websites are blocked, IP addresses are blacklisted, due to the use of faulty plugins, failure to update, spamming, etc.

EcomEye has the right to suspend and/or withhold accrued but unpaid commissions if Affiliate violates any provision of these Terms or any applicable provision.

Furthermore, affiliate hereby expressly agrees that the total aggregate liability arising with respect to this agreement shall never exceed the total commissions paid to affiliate under this agreement during the 3-month period immediately preceding the event giving rise to such liability.

EcomEye reserves the right to take legal action against Affiliate in the event Affiliate attempts to manipulate EcomEye and/or abuse the EcomEye Affiliate Program. Without limiting the foregoing, EcomEye reserves the right to withhold, offset, and/or deduct any payments due to Affiliate in the event of such manipulation and/or abuse, and may also terminate these Terms with immediate effect.

EcomEye shall have the right to change the Commission from time to time.

Affiliate shall bear its own costs of providing the Services under these Terms and shall be solely responsible for the payment of all personnel, marketing, communications, administrative and other overhead costs, taxes and/or duties, and/or fees and charges arising from the provision of the Services under these Terms (including domain and other Internet-related payments).

REPRESENTATIONS AND WARRANTIES

Affiliate hereby represents and warrants to EcomEye (i) that it is capable of entering into these Terms and performing the Services contemplated hereby, (ii) that it will not violate any applicable laws and regulations in performing the Services, and (iii) that it is not insolvent or subject to any administrative, bankruptcy, tax, or other proceedings.

The Affiliate agrees to inform potential users that their legal relationship is exclusively with EcomEye and that all communication is exclusively with EcomEye.

INTELLECTUAL PROPERTY

Affiliate acknowledges and agrees that the intellectual property rights owned by EcomEye remain the property of EcomEye and that nothing in these Terms or in any disclosures made during the course of or arising from these Terms shall be construed as granting to Affiliate any right, entitlement, license, patent, copyright, design license or other intellectual property rights now or hereafter existing.

Nothing in these Terms shall be deemed a waiver, assignment or claim by EcomEye of any such intellectual property rights.

CONFIDENTIALITY

Affiliate agrees not to disclose to any person during these Terms and for a period of five (5) years after termination of these Terms any confidential information concerning EcomEye's business, marketing strategy, affairs, and users, except as permitted by EcomEye.

Affiliate may disclose EcomEye's Confidential Information as follows: i) to its employees, officers, agents or consultants who need to know such information for the performance of Affiliate's obligations under these Terms. Affiliate shall ensure that its employees, officers, agents or consultants to whom it discloses Confidential Information comply with this clause and are bound by appropriate confidentiality and professional obligations to Affiliate; and ii) to the extent required by law, court of competent jurisdiction or governmental authority.

Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under these Terms.

All documents and other records (whether oral, written, electronic or otherwise, regardless of medium) containing Confidential Information received by Contract Affiliate from EcomEye shall be promptly returned to EcomEye upon termination of these Terms and copies shall not be retained. If Confidential Information has been stored physically, electronically or otherwise, Affiliate must return one copy to EcomEye and certify to EcomEye that it has deleted all other copies, except for a single copy that it deems necessary to defend itself in any proceeding before a court of competent jurisdiction or governmental authority.

INDEPENDENT CONTRACTORS

Access to the EcomEye Affiliate Program is through a special account for which the Affiliate creates a unique user ID and password.

The Affiliate is responsible for keeping its user ID and password confidential. The Affiliate is also responsible for all users of its account who have access to it, whether or not the Affiliate has authorized its use. The Affiliate will immediately notify EcomEye of any unauthorized use of the Affiliate Account.

Affiliate is solely responsible for any loss, damage, fees or liability resulting from lost, stolen, hacked or otherwise compromised user IDs and passwords.

EcomEye does not have access to the Affiliate's current password and can only reset the Affiliate's password for security reasons.

TERMINATION

Without prejudice to any other rights or remedies available to it and subject to the provisions of Clause 2, either party may terminate these Terms for any reason at any time after giving the other party seven (7) Business Days' written notice.

EcomEye shall have the right to terminate the Affiliate Program at any time and for any reason.

Notwithstanding the foregoing, EcomEye may terminate these Terms effective immediately by written notice to Affiliate if: i) Affiliate commits a material breach of these Terms; ii) Affiliate creates or uses advertising in the Marketing that violates these Terms.

All amounts owed by either party to the other under the terms of these Terms shall become immediately due and payable.

CONSEQUENCES OF TERMINATION

Termination of these Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to recover damages for breaches of the Agreement that existed at or prior to the date of termination.

DATA PROTECTION

For the purposes of applicable data protection laws, the parties agree to process any personal data submitted in accordance with applicable data protection law.

Affiliate agrees that if it has provided any third party personal data to EcomEye, it has all necessary consents and notices to enable lawful transfer of such personal data to EcomEye, and agrees to indemnify EcomEye in respect of any liabilities, penalties, fines, awards, or costs arising from its failure to comply with this requirement.

AVAILABILITY OF THE ECOMEYE AFFILIATE PROGRAM

The EcomEye Affiliate Program is provided "as is" and on an "as available" basis. EcomEye does not warrant that the EcomEye Affiliate Program is free from defects and/or errors. To the fullest extent permitted by law, EcomEye makes no warranty (express or implied) as to fitness for a particular purpose, accuracy of information, compatibility or satisfactory quality.

EcomEye assumes no liability for any interruption or unavailability of the EcomEye Affiliate Program due to external causes, including, but not limited to, failure of ISP equipment, host equipment, communications networks, power outages, acts of nature, acts of war, or legal restrictions and censorship.

EcomEye may need to interrupt Affiliate's access to the EcomEye Affiliate Program to perform scheduled or unscheduled maintenance or emergency services. Affiliate agrees that its access to the EcomEye Affiliate Program may be affected by unanticipated or unscheduled downtime for any reason, but that EcomEye shall not be liable for any damages or losses resulting from such downtime.

OUR RIGHT TO CHANGE THESE TERMS

EcomEye reserves the right to revise these Terms at any time.

Revisions will be made only if necessary to comply with a change in relevant law or government regulation or to accommodate a change in business processes or procedures.

If EcomEye changes these Terms, EcomEye will notify Affiliate and provide notice by indicating at the top of this page that these Terms have changed and the relevant date.

ACCOUNT AND PASSWORD

Access to the EcomEye Affiliate Program is through a special account for which the Affiliate creates a unique user ID and password.

The Affiliate is responsible for keeping its user ID and password confidential. The Affiliate is also responsible for all users of its account who have access to it, whether or not the Affiliate has authorized its use. The Affiliate will immediately notify EcomEye of any unauthorized use of the Affiliate Account.

Affiliate is solely responsible for any loss, damage, fees or liability resulting from lost, stolen, hacked or otherwise compromised user IDs and passwords.

EcomEye does not have access to the Affiliate's current password and can only reset the Affiliate's password for security reasons.

PERMITTED USE

Affiliate agrees not to use the EcomEye Affiliate Program for any purpose that is unlawful or prohibited by these Terms. Affiliate agrees not to use the EcomEye Affiliate Program in any manner that may be detrimental to the EcomEye Affiliate Program, or EcomEye's general business.

Affiliate agrees not to do any of the following:

Reverse engineer or attempt to reverse engineer or disassemble any code or software from or on the Platform or the EcomEye Affiliate Program.

Violate the security of the Platform or the EcomEye Affiliate Program through unauthorized access, circumvention of encryption or other security tools, data mining, or interference with hosts, users or networks.

INDEMNITY AND REMEDIAL ACTION

The Affiliate will indemnify EcomEye and keep EcomEye indemnified on demand in respect of all direct, indirect, punitive, incidental, special, consequential damages or any other damages, all liabilities, costs, claims, demands and expenses (including legal costs) of any nature whatsoever (collectively, “Losses”) which EcomEye may suffer or incur as a direct or indirect result of any act or omission of the Affiliate in connection with its relationship with EcomEye or any user referred by the Affiliate to EcomEye or any failure by the Affiliate to perform any of the Affiliate’s obligations under this Agreement but excluding any Losses which result from EcomEye’s own negligence, fraud, willful misconduct or material breach by EcomEye of the terms of this Agreement.

Without prejudice to the generality of the above, the Affiliate agrees to indemnify and hold harmless EcomEye for any Losses suffered as a result of Adverse Action.

Where any Adverse Action consists of or relates to any derogatory or defamatory statement against EcomEye, the Affiliate undertakes to take such remedial action and make such corrective statement as EcomEye may instruct for the purposes of addressing the effect of the Adverse Action, provided always that the Affiliate will not be required to make any statement which is misleading or untrue.

LIMITATION OF LIABILITY

Under no circumstances shall EcomEye be liable to affiliate;

Affiliate's users or subscribers: nor any other person or entity

Claiming through Affiliate, for any loss, liability, injury, or damage, of whatever kind or nature, resulting from or arising out of, or in connection with, this agreement or the products and services provided hereunder, now or in the future, or any mistakes, errors, omissions, delays, losses, or interruptions in the services arising out of or in connection with the EcomEye’s Services and the EcomEye Affiliate Program; and, without limiting the generality of the foregoing, EcomEye shall in no event be liable for any indirect, incidental, punitive, exemplary, or special damages, lost profits, lost opportunities, lost savings, lost data, or any other form of consequential damages, regardless of the form of action, even if EcomEye has been advised of the possibility of such damages or could have foreseen such damages, whether resulting from breach of its obligations under this agreement or otherwise.

Furthermore, affiliate hereby expressly agrees that the total aggregate liability arising with respect to this agreement shall never exceed the total commissions paid to affiliate under this agreement during the 3-month period immediately preceding the event giving rise to such liability.

OTHER IMPORTANT TERMS

No part of these Terms is intended to confer rights on any third parties.

No failure or delay by either Party in exercising any of its rights under these Terms shall be deemed to be a waiver of that right.

All notices under these Terms shall be in writing and addressed to the most recent (email) address of the other Party.

These Terms contain the entire agreement between the Parties.

Each Party acknowledges that, in entering into these Terms, it does not rely on any representation, warranty, or other provision except as expressly provided in these Terms, and all conditions, warranties, or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

In the event that one or more of the provisions of these Terms is found to be unlawful, invalid, or otherwise unenforceable, that/those provision(s) shall be deemed severed from the remainder of these Terms. The remainder of these Terms shall be valid and enforceable.

Each party agrees that these Terms herewith may be electronically signed, and that any electronic signatures appearing on these Terms are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. For the purpose of clarity, the following shall qualify as electronic signature: a) Checking a box or a ‘click to accept’ button; or b) Typing a name; or c) Pasting an image of a signature; or d) Drawing a name or initial with a stylus or by hand on a touchpad; and e) Electronically signing using an available third-party software application.

The Parties shall attempt to resolve any dispute arising out of or relating to these Terms through negotiations. If negotiations do not resolve the matter within 30 days of receipt of a written invitation to negotiate, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure online or offline. If the ADR procedure does not resolve the matter within 30 days of the initiation of that procedure, or if either Party will not participate in the ADR procedure, the dispute may be referred to arbitration by either Party.

These Terms and the relationship between you and us shall be governed by and construed in accordance with the laws of the Netherlands.