AFFILIATE PROGRAM AGREEMENT
Effective as of: July 1, 2026
PLEASE READ THE ENTIRE AGREEMENT CAREFULLY. BY CLICKING THE “BECOME A PARTNER” BUTTON (OR ANY SIMILAR ACCEPTANCE MECHANISM MADE AVAILABLE BY THE COMPANY), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO (OR ARE UNABLE TO COMPLY WITH) THIS AGREEMENT, YOU MUST NOT PARTICIPATE IN THE PLANNER 5D AFFILIATE PROGRAM.
This Affiliate Program Agreement (hereinafter, the “Agreement”) is entered into by and between UAB Planner5D, a legal entity duly incorporated and existing under the laws of the Republic of Lithuania, company number 303324697, registered address: A. Goštauto St. 12A, Vilnius, Lithuania (hereinafter, the “Company” or “Planner 5D”), and a person or legal entity that registers for or otherwise participates in the Affiliate Program, including through third-party affiliate platforms, networks, or partner programs used by the Company, and agrees to become a Planner 5D affiliate partner under the conditions of this Agreement (hereinafter, the “Partner”). The Company and the Partner are collectively referred to as the “Parties” and each individually as the “Party”. “Program” means the Planner 5D online interior design and floor planning software-as-a-service (SaaS) platform, accessible via web and mobile applications.
1. AFFILIATE PROGRAM
Affiliate Services
By participating in the Planner 5D affiliate program (hereinafter, the “Affiliate Program”), the Partner, acting on its own behalf and for its own account, shall promote the Program and attract new Program users in order to increase the number of Program users and subscription sales through tracking links, referral mechanisms, campaigns, placements, or other Company-approved promotional methods, whether implemented on the Partner’s own properties or through third-party affiliate platforms, networks, or partner programs (hereinafter, the “Services”). In consideration for the properly performed Services, the Company shall pay the Partner Commission in accordance with Section 8 of this Agreement.
Acceptance of Agreement
By clicking the “BECOME A PARTNER” button (or any similar acceptance mechanism made available by the Company to the Partner), the Partner accepts and agrees to be bound by this Agreement, as well as by any applicable instructions, guidelines, or requirements provided by the Company in connection with the Affiliate Program, whether such instructions are provided directly by the Company or through third-party affiliate platforms, networks, or partner programs used by the Company.
2. ELIGIBILITY
Eligible Partners
The following entities are eligible to qualify as a Partner under this Agreement: (a) duly incorporated legal entities; and (b) individuals who are eighteen (18) years of age or older.
Participation on Behalf of a Legal Entity
If participation in the Affiliate Program is on behalf of a legal entity, the person accepting this Agreement does so on behalf of such entity, and represents and warrants that such person has the authority to do so. The legal entity shall be fully responsible for all acts and omissions of its employees, contractors, agents, and any third parties acting on its behalf in connection with the Affiliate Program.
Participation as an Individual
If participation in the Affiliate Program is on behalf of an individual, such individual represents and warrants that they are at least eighteen (18) years of age and have the full authority, right, and capacity to enter into this Agreement and comply with all of the terms and conditions of this Agreement. Individuals under eighteen (18) years of age are not permitted to participate in the Affiliate Program.
3. PARTNER REGISTRATION
Participation Requirements
Participation in the Planner 5D Affiliate Program is subject to the Partner’s compliance with the eligibility requirements set out in this Agreement, the Partner’s full and unconditional acceptance of this Agreement, and the Company’s approval. The Company may, at its sole and absolute discretion, accept or reject any application, with or without cause and without obligation to provide any reasons.
Registration Methods
A prospective Partner may apply to participate in the Affiliate Program through one of the following methods:
(i) through third-party affiliate platforms, networks, or partner programs used by the Company and made available to the prospective Partner at Company’s website; or
(ii) pursuant to insertion orders or other commercial agreements concluded with the Company.
Approval and Acceptance
Submission of an application to become a Partner does not guarantee acceptance into the Affiliate Program. The Company may, at its sole and absolute discretion, accept, reject, or revoke any application or participation in the Affiliate Program at any time, with or without cause and without obligation to provide any reasons. The Company may also block any repeated or attempted registrations.
4. AFFILIATE ADVERTISING
Use of Company Materials
Subject to the terms of this Agreement, the Company grants the Partner a limited, non-exclusive, non-transferable, revocable, royalty-free license to access, download, and use the Company’s approved promotional materials, including trademarks, service marks, logos, trade names, and other branding elements (collectively, the “Company Materials”), solely for the purpose of promoting the Program in connection with the Affiliate Program under this Agreement. All rights not expressly granted herein are reserved by the Company.
Use of Partner Marks
The Partner grants the Company a non-exclusive, non-transferable, royalty-free right to use and display the Partner’s trademarks, service marks, trade names, logos, and other branding elements (collectively, the “Partner Marks”) solely in connection with the Affiliate Program and this Agreement, including for the purpose of identifying the Partner as a participant in the Affiliate Program on the Company’s website, marketing materials, and other public communications.
5. PARTNER OBLIGATIONS AND CONDUCT
General Conduct
The Partner shall perform the Services and promote the Program using lawful, ethical, and commercially reasonable methods, in good faith and in a professional manner, in compliance with this Agreement, applicable laws, regulations, and industry standards, as well as any instructions, policies, or guidelines provided by the Company from time to time, whether directly or through third-party affiliate platforms, networks, or partner programs used by the Company.
Partner Information
The Partner shall provide accurate, valid, complete, and up-to-date information requested by the Company or any third-party affiliate platform used by the Company, including contact, payment, tax, traffic source, website, platform, and promotional method information. The Partner shall promptly notify the Company of any changes to such information.
Disclosure of Affiliate Relationship
The Partner shall clearly and conspicuously disclose the existence of its affiliate relationship with the Company in all promotional materials, communications, and placements, in accordance with applicable laws, regulations, and industry standards. Such disclosures must be visible, clear, not misleading, and made prior to or at the point of user interaction with any affiliate link or promotional content. The Partner shall comply with any wording, format, or placement requirements provided by the Company.
Cooperation and Audit
Upon request, the Partner shall disclose to the Company all traffic sources, promotional methods, websites, channels, campaign structures, and other information reasonably requested by the Company to verify compliance with this Agreement. Failure to provide accurate and complete information within a reasonable period may result in suspension, termination, and/or loss of unpaid Commissions.
Responsibility for Third Parties
The Partner shall ensure compliance with this Agreement by its employees, contractors, agents, sub-affiliates, agencies, and any other third parties acting on its behalf or under its control. The Partner remains fully responsible for their acts and omissions.
No Authority
The Partner has no authority to act on behalf of, bind, represent, or make commitments for the Company. The Partner shall not make any statement, representation, warranty, or promise regarding the Company, the Program, pricing, functionality, or commercial terms unless expressly approved in writing by the Company.
Prohibited Conduct
The Partner shall not:
(i) engage in any unlawful, misleading, deceptive, fraudulent, or unethical conduct;
(ii) misrepresent the Company, the Program, or the nature of the relationship between the Parties, including by implying endorsement, sponsorship, partnership, or affiliation beyond participation in the Affiliate Program;
(iii) use any content, materials, or promotional methods that infringe or misappropriate the intellectual property or other rights of any third party;
(iv) generate or attempt to generate artificial, manipulated, or non-genuine traffic, leads, registrations, or transactions;
(v) interfere with, circumvent, or otherwise compromise the integrity of the Company’s tracking, attribution, or validation mechanisms;
(vi) use the Company Materials or Partner Marks in a manner that may harm the Company’s reputation or goodwill or that is misleading or confusing as to source, affiliation, or endorsement;
(vii) promote the Program in connection with any content, website, platform, or activity that is unlawful, infringing, offensive, or otherwise inappropriate, as reasonably determined by the Company;
(viii) engage in any activity that may reasonably be expected to harm the Company’s business, reputation, users, or prospective users.
Company Discretion
The Company shall have the sole and absolute discretion to determine whether any promotional method, activity, or conduct of the Partner is appropriate and compliant with this Agreement. The Partner shall be solely responsible for all activities undertaken in connection with the promotion of the Program.
Duty to Notify
The Partner shall immediately notify the Company of all facts, circumstances, incidents, complaints, claims, suspected violations, or other matters that become known to the Partner and that may reasonably be expected to result in legal, regulatory, reputational, technical, commercial, or other risks or negative consequences for the Company, the Program, or the Affiliate Program.
Permitted Use
The Partner shall use the Program, the Affiliate Program, and any Company Materials solely as expressly permitted under this Agreement.
6. COMPANY’S RIGHTS AND ENFORCEMENT
Monitoring and Review
The Company may monitor, review, verify, and audit the Partner’s activities, including traffic, leads, transactions, and compliance with this Agreement, whether directly or through third-party affiliate platforms, networks, or partner programs used by the Company.
The Company may also request from the Partner information regarding its traffic sources, promotional methods, websites, platforms, and campaign structures, and require the Partner to provide such information within a reasonable timeframe.
Enforcement Measures
In the event of any actual or suspected breach of this Agreement, or where the Company determines that the Partner’s conduct, promotional methods, or activities are inappropriate or non-compliant, the Company may, at its sole discretion and without prejudice to any other rights or remedies available to the Company, perform any of the following:
(i) issue a warning or require corrective action;
(ii) require the Partner to modify or cease certain activities;
(iii) suspend or restrict the Partner’s participation in the Affiliate Program;
(iv) withhold, adjust, cancel, or declare forfeited any unpaid or pending Commission;
(v) terminate the Partner’s participation in the Affiliate Program and/or this Agreement.
Commission Control
The Company may withhold, adjust, cancel or deny any Commission in accordance with this Agreement in cases of suspected or confirmed violations, fraudulent or otherwise non-compliant activity, or failure to comply with the Company’s instructions.
Reporting and Statistics
The Company may provide the Partner with access to statistics regarding purchases and other relevant activity generated by the Partner, as tracked by the Company’s systems and/or third-party affiliate platforms, at intervals determined by the Company, but not more than once per month. Such statistics are provided for informational purposes only and shall not be binding on the Company.
No Entitlement
Participation in the Affiliate Program does not create any right or entitlement to continued participation, access to any specific feature or benefit, or to the payment of any Commission except as expressly provided in this Agreement.
7. CONFIDENTIAL INFORMATION
Confidential Information
“Confidential Information” means any non-public business, technical, financial, commercial, product, marketing, user, performance, commission, tracking, or other information disclosed by or on behalf of one Party to the other in connection with this Agreement, whether marked confidential or reasonably understood to be confidential.
Confidentiality Obligations
The receiving Party shall protect and hold in strict confidence the Confidential Information of the disclosing party, using the same degree (but not less than reasonable) of care and protection that it exercises with its own Confidential Information of a similar nature, use it only for purposes of this Agreement, and not disclose it to any third party except to employees, contractors, advisors, or affiliates who need to know it and are bound by confidentiality obligations.
Exclusions
Confidential Information does not include information that the receiving Party can validly demonstrate: (i) is publicly available without breach of this Agreement; (ii) was lawfully known before disclosure; (iii) is lawfully received from a third party without confidentiality restriction; or (iv) is independently developed without use of Confidential Information.
Required Disclosure
The receiving Party may disclose Confidential Information if required by law or court order, provided that, where legally permitted, it gives prompt notice and reasonably cooperates with the disclosing Party.
Survival
Confidentiality obligations shall continue during the term of this Agreement and for five (5) years after termination, except for trade secrets, which shall remain protected for as long as they remain trade secrets under applicable law.
8. COMMISSION ELIGIBILITY AND PAYMENT
Commission
Subject to this Agreement, the Company shall pay the Partner a commission in the amount specified in the applicable affiliate dashboard, third-party affiliate platform, insertion order, commercial agreement, or, if no other amount is specified, 25% (twenty-five percent) of Net Revenue received by the Company from a Qualified Transaction attributable to the Partner (hereinafter, the “Commission”). The Commission constitutes the sole and exclusive remuneration payable to the Partner in connection with its participation in the Affiliate Program under this Agreement.
Net Revenue
“Net Revenue” means amounts actually received by the Company from the applicable Qualified Transaction, excluding VAT, sales taxes, payment processing fees, refunds, chargebacks, discounts, credits, rebates, currency conversion costs, app store fees, third-party fees, and any other amounts not retained by the Company.
Qualified Transaction
A “Qualified Transaction” means a valid, completed, paid, non-refunded, non-chargeback initial purchase of a Program subscription by a new user who was properly referred through an approved tracking link or attribution mechanism and validated by the Company.
Commission is payable only on the initial purchase and not on subscription renewals, upgrades, additional purchases, recurring payments, taxes, fees, or non-subscription products or services.
Validation and Holding Period
The Commission shall be calculated on a monthly basis and shall be subject to validation and approval by the Company. Commission shall be deemed earned only after the end of the relevant calendar month and following confirmation by the Company.
The Company may withhold or delay payment of Commission if reasonably necessary, in case of suspected fraud, chargebacks, refunds, legal concerns, technical issues, attribution disputes, or suspected breach of this Agreement.
Minimum Payout Threshold
The Commission shall be payable only once the Partner’s approved unpaid Commission reaches USD 100, or such higher threshold as may apply depending on the payment method or third-party affiliate platform. If the Partner’s approved Commission is less than USD 100, the payment period shall be extended until the moment the Partner reaches the Minimum Commission Threshold, but not longer than 1 (one) year. If the Partner does not reach the threshold, the Commission may not be paid. Approved Commission shall be paid within four (4) weeks, unless otherwise determined by the Company or required by the applicable payment method or third-party affiliate platform.
Payment Method
To receive payment, the Partner must maintain valid and accurate payment details and provide all tax, invoicing, identification, compliance, and other documentation reasonably requested by the Company or required by law. The Company shall not be liable for payment delays caused by missing, inaccurate, or incomplete information.
The Partner shall provide payment details and other relevant information in accordance with the applicable registration or cooperation method described in Section 3 of this Agreement, including through third-party affiliate platforms, pursuant to insertion orders or other commercial agreements, or directly to the Company by e-mail.
The Commission is paid to the Partner either (i) to the Partner’s PayPal account or (ii) to the Partner’s bank account notified by the Partner to the Company. Commission may be paid in USD or EUR depending on the registration method, payment flow, or third-party affiliate platform used by the Company, and may additionally be subject to the applicable policies or procedures of such third-party platforms.
Commission Disputes
Any dispute regarding Commission, attribution, calculation, or payment must be submitted to the Company in writing within 30 (thirty) days after the relevant Commission statement or payment information is made available. Failure to dispute within this period shall be deemed acceptance of the Commission calculation.
No Double Commission
The Company shall not be required to pay more than one commission, referral fee, revenue share, or similar payment in respect of the same Qualified Transaction. In case of competing claims, the Company may determine, at its sole discretion, whether any Commission is payable and to whom.
Changes to Commission
The Company may change Commission rates, calculation methods, eligible products, attribution rules, payout thresholds, and payment procedures from time to time by updating the applicable affiliate dashboard, third-party affiliate platform, program policy, or this Agreement.
Taxes and Fees
The Partner shall be solely responsible for any taxes, duties, levies, bank fees, transaction costs, currency conversion fees, and other charges arising from or related to Commission payments. The Company may withhold amounts required by applicable law and may offset any amounts owed by the Partner to the Company against any Commission payable.
The Partner represents and warrants that it is solely responsible for determining and complying with its applicable tax obligations arising in connection with this Agreement and the receipt of any Commission. The Partner further represents and warrants that it acts as an independent contractor and is not an employee, agent, or representative of the Company for tax or any other purposes. The Partner shall provide any tax information or documentation reasonably requested by the Company or required by applicable law. If the Partner fails to provide required payment, tax, invoicing, identification, or compliance information within six (6) months after the relevant Commission becomes otherwise payable, the Partner’s right to receive such Commission shall be forfeited.
9. INTELLECTUAL PROPERTY AND FEEDBACK
Intellectual Property Rights
The Program, Company Materials, trademarks, software, technology, content, documentation, data, know-how, and all related intellectual property rights are and shall remain the exclusive property of the Company or its licensors. No rights are granted except as expressly set out in this Agreement.
No Software License
This Agreement does not grant the Partner any license to the Program, software, source code, object code, technology, or other Company intellectual property except the limited right to use approved Company Materials solely for participation in the Affiliate Program.
Restrictions
The Partner shall not copy, modify, distribute, sell, lease, sublicense, reverse engineer, create derivative works from, or otherwise exploit the Program, Company Materials, or Company intellectual property except as expressly permitted in this Agreement.
Feedback
Any feedback, suggestions, comments, or recommendations provided by the Partner regarding the Program, Affiliate Program, or Company Materials may be used by the Company without restriction, payment, or obligation to the Partner.
10. LIMITATION OF LIABILITY
Disclaimer of Warranties
This Affiliate Program, Program, Company Materials, affiliate tools, tracking systems, reporting, and third-party affiliate platforms are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, the Company disclaims all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, accuracy, availability, and error-free performance.
Exclusion of Liability
To the maximum extent permitted by applicable law, the Company, its affiliates, shareholders, directors, officers, employees, contractors, and representatives shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profit, revenue, business, goodwill, data, or anticipated earnings, arising out of or in connection with this Agreement, the Program, or the Affiliate Program, whether in contract, tort (including negligence), or otherwise.
Tracking and Reporting Disclaimer
The Company does not guarantee the accuracy, completeness, or reliability of any tracking, reporting, or attribution of clicks, leads, or transactions, including where such tracking is performed through third-party affiliate platforms, networks, or partner programs. The Company shall not be liable for any loss arising from, without limitation, tracking errors, attribution discrepancies, delays in reporting, or technical issues affecting the recording of user activity.
Liability Cap
To the maximum extent permitted by applicable law, the aggregate liability of the Company arising out of or relating to this Agreement or its subject matter shall not exceed the total amount of EUR 1000 (one thousand euro).
No Guarantee of Earnings
The Company does not provide any guarantees with respect to the amount of earnings which may be received by the Partner through the participation in the Affiliate Program of the Company. The Partner acknowledges that any Commission is subject to validation, approval, and compliance with this Agreement, and may be adjusted, withheld, or rejected in accordance with its terms.
11. INDEMNIFICATION
Partner Indemnity
The Partner shall indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, contractors, licensors, and partners from and against any claims, damages, losses, liabilities, penalties, costs, and expenses, including reasonable legal fees, arising out of or related to:
(i) the Partner’s breach of this Agreement;
(ii) the Partner’s promotional materials, content, websites, platforms, channels, or activities;
(iii) infringement or alleged infringement of third-party rights by the Partner;
(iv) violation of applicable law by the Partner;
(v) fraud, misrepresentation, negligence, or willful misconduct by the Partner or anyone acting on its behalf;
(vi) taxes, fees, or payment obligations of the Partner.
12. GOVERNING LAW AND DISPUTE RESOLUTION
Governing Law
This Agreement shall be construed in accordance with and governed by the laws of the Republic of Lithuania.
In the event of any conflict or inconsistency between this Agreement and any instructions, guidelines, or terms provided through third-party affiliate platforms, networks, or partner programs, this Agreement shall prevail, unless expressly agreed otherwise in writing by the Company.
Amicable Resolution
In the event of any dispute, controversy or claim arising out of or relating to this Agreement, including its breach, termination or validity (hereinafter, the “Dispute”), the Parties shall first attempt to resolve the Dispute in good faith through negotiations for a period of 30 (thirty) calendar days from the date one Party notifies the other of the Dispute before initiating any action. During this period, the Company may suspend payments or the Partner’s participation in the Affiliate Program until the Dispute is resolved.
Jurisdiction
Should the Parties fail to reach a resolution of the Dispute through the negotiations, the Dispute shall be submitted to the competent court of the Republic of Lithuania located in Vilnius, Lithuania in accordance with the procedure stipulated by Lithuanian law. The Parties hereby irrevocably agree to the personal and exclusive jurisdiction of such courts.
Waiver of Collective Proceedings
To the extent permitted by applicable law, the Partner agrees that any claims arising out of or relating to this Agreement shall be brought solely on an individual basis and not as part of any class, collective, or representative action. The Partner hereby waives any right to such an action or proceeding.
13. TERM AND TERMINATION
Term
This Agreement shall become effective upon its acceptance by the Partner and shall remain valid for an indefinite term, unless terminated in accordance with this Section.
This Agreement shall apply to the Parties’ relationship with respect to the Affiliate Program, including activities, transactions, and participation that commenced prior to the acceptance of this Agreement, and shall supersede any prior versions of affiliate program agreements or terms governing such participation, to the extent permitted by applicable law.
Termination by the Partner
The Partner may terminate this Agreement at any time by ceasing participation in the Affiliate Program, removing or discontinuing the use of all tracking links and Company Materials, and, where applicable, closing or discontinuing its affiliate account through the relevant third-party affiliate platform. Upon such termination, the Partner’s affiliate links become inactive and no longer generate payable Commission.
Termination by the Company
The Company may terminate this Agreement or suspend the Partner’s participation in the Affiliate Program at any time upon notice to the Partner, including by e-mail or through third-party affiliate platforms, networks, or partner programs used by the Company. Such termination or suspension shall become effective immediately or within twenty-four (24) hours following delivery of the notice, as determined by the Company. Upon termination or suspension by the Company, the Partner’s affiliate account may be blocked, suspended, or marked as inactive, and the Partner’s affiliate links may become inactive and no longer generate payable Commission.
Suspension and Immediate Termination
The Company may suspend or terminate the Partner’s participation in the Affiliate Program, in whole or in part, with or without prior notice, including through third-party affiliate platforms, if:
(i) the Partner breaches this Agreement, the Terms of Service governing the use of the Program, or any instructions provided by the Company;
(ii) the Partner engages in fraudulent, misleading, non-compliant, harmful or unlawful activity; or
(iii) the Partner fails to provide requested information;
(iv) the Partner acts in a manner that may harm the Company’s reputation, goodwill, users, prospective users, or business interests; or
(v) required for operational, legal, compliance, risk management or security reasons.
Effect of Termination
Upon termination or expiration:
(i) the Partner shall immediately cease participation in the Affiliate Program;
(ii) all rights granted to the Partner in connection with this Agreement and the Program shall automatically terminate;
(iii) the Partner shall remove all tracking links, Company Materials, references to the Affiliate Program, and promotional content using Company Materials within three (3) business days;
(iv) no new leads, users, transactions, or purchases shall qualify for Commission;
(v) the Company may continue to engage with any referred users or prospects without obligation to the Partner.
If the Agreement is terminated by the Company without cause or by the Partner without breaching this Agreement, the Company will pay approved Commissions earned before termination, subject to validation, holding periods, thresholds, and this Agreement.
If the Agreement is terminated by the Company for breach, suspected fraud, non-compliant activity, or risk-management reasons, the Partner shall not be entitled to any unpaid, pending, or future Commission, unless the Company decides otherwise in writing.
14. SANCTIONS AND EXPORT CONTROL COMPLIANCE
Compliance with Sanctions and Export Laws
The Partner shall comply with all applicable economic sanctions, export control, and trade laws and regulations, including those of the European Union, the Republic of Lithuania, the United States, the United Kingdom, and any other applicable jurisdiction (collectively, the “Sanctions and Export Laws”).
Restricted Parties and Territories
The Partner represents and warrants that:
(i) it is not a person or entity that is designated on, or owned or controlled by a person or entity designated on, any sanctions or restricted party list maintained under applicable Sanctions and Export Laws;
(ii) it is not located, incorporated, or ordinarily resident in, and will not act on behalf of, any country or territory that is subject to comprehensive sanctions or embargoes under applicable Sanctions and Export Laws; and
(iii) it will not directly or indirectly promote, market, make available, or otherwise facilitate access to the Program to any person, entity, or jurisdiction in violation of applicable Sanctions and Export Laws.
Prohibited Activities
The Partner shall not use the Program, the Affiliate Program, or any Company Materials in connection with any activity that would cause the Company to be in violation of applicable Sanctions and Export Laws.
Notification and Cooperation
The Partner shall promptly notify the Company if it becomes aware of any actual or potential violation of this Section or any circumstances that may cause it to be in breach of applicable Sanctions and Export Laws, and shall cooperate with the Company in connection with any related investigation or compliance measure.
Consequences of Breach
Any breach of this Section may result in immediate suspension or termination of the Partner’s participation in the Affiliate Program and withholding, cancellation, or forfeiture of any unpaid or pending Commission.
15. AMENDMENTS TO THIS AGREEMENT
Amendments
The Company may amend this Agreement from time to time at its sole discretion by posting a revised version on the Planner 5D website or otherwise making it available to the Partner. Unless otherwise stated, the amended Agreement shall become effective upon such publication or notification. Continued participation in the Affiliate Program after such publication or notification shall constitute the Partner’s acceptance of the amended Agreement.
Third-Party Platforms
Where the Partner participates in the Affiliate Program through third-party affiliate platforms, networks, or partner programs, the Company may provide notice of amendments through such platforms or by other reasonable means. Continued participation in the Affiliate Program following such notice shall constitute acceptance of the amended Agreement.
Right to Discontinue Participation
If the Partner does not agree to the amended Agreement, the Partner must immediately cease participation in the Affiliate Program.
16. NOTICES
Notices to the Company
Any notice to be given hereunder by the Partner to the Company shall be sent by registered mail with confirmation of receipt to UAB Planner5D, A. Goštauto St. 12A, LT-01108 Vilnius, Lithuania, Attn: Legal Department, and with copy by email to: partner@planner5d.com.
Notices to the Partner
Any notice to be given hereunder by the Company to the Partner shall be sent to the Partner’s email address provided by the Partner to the Company or made available through the Partner’s account or through third-party affiliate platforms, networks, or partner programs used by the Company. The correspondence sent by the Company shall be deemed to have been received immediately by the Partner when sent by e-mail or made available through the Company’s systems or third-party affiliate platforms used by the Company.
17. GENERAL
Independent Contractors
The Parties are independent contractors. Nothing in this Agreement creates any employment, agency, partnership, franchise, joint venture, fiduciary, or sales representative relationship.
Assignment
The Partner shall not assign, transfer, sublicense, or otherwise delegate any of its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Company. The Company may assign this Agreement without the Partner’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets.
Force Majeure
Neither Party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, war, terrorism, governmental actions, internet or telecommunications failures, power outages, cyber incidents, or failures of third-party providers, provided that the affected Party uses reasonable efforts to mitigate the impact.
No Waiver
No failure or delay by the Company to exercise any right or remedy shall constitute a waiver.
Severability
If any provision of this Agreement is held to be invalid, illegal or unenforceable in accordance with applicable legislation, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Order of Precedence
In case of conflict between this Agreement and any third-party affiliate platform terms, this Agreement shall prevail unless expressly agreed otherwise in writing by the Company.