Last modified: August 17, 2020
PLEASE READ THE ENTIRE AGREEMENT CAREFULLY. BY CLICKING TO ACCEPT OR AGREE TO THE AGREEMENT WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ACCEPT AND AGREE TO BE BOUND AND ABIDE BY THIS AGREEMENT. IF YOU DO NOT WANT TO AGREE TO (OR UNABLE TO COMPLY WITH) THIS AGREEMENT, YOU MUST NOT PARTICIPATE IN THE PLANNER 5D AFFILIATE PROGRAM.
This Affiliate Program Agreement (hereinafter, the “Agreement”) is made 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: Antakalnio St. 17, Vilnius, Lithuania (hereinafter, the “Company”), and a party having a registered user account on the Company’s website www.planner5d.com and willing to become a Planner 5D affiliate partner under the conditions of this Agreement (hereinafter, the “Partner”). The Company and the Partner shall be together referred to as the “Parties” and separately – the “Party”. The Program shall mean the Planner 5D online interior design and floor planning multiplatform software application (hereinafter, the “Program”).
1. SUBJECT OF THE AGREEMENT
1.1. By entering into the Planner 5D affiliate program (hereinafter, the “Affiliate Program”) the Partner on his own behalf and for his own account will perform search and involvement of the new Program users in order to increase the number of registered Program users and the amount of Program subscription sales by means of embedding the html-code(s) provided to the Partner by the Company to the Partner’s website(s) following the instructions available in the Partner’s registered user account (hereinafter, the “Services”). In consideration for the duly rendered Services the Company undertakes to pay to the Partner a remuneration in the amount and on the conditions specified in this Agreement.
1.2. By clicking to accept or agree to this Agreement when this option is made available to the Partner, the Partner accepts and agrees to be bound and abide by this Agreement. If the Partner does not want to agree to (or unable to comply with) this Agreement, the Partner must not participate in Planner 5D Affiliate Program.
2.1. The following entities are eligible to qualify as a Partner under this Agreement: (a) duly incorporated legal entities; (b) physical persons eighteen (18) years of age or older.
2.2. If participation in the Affiliate Program is on behalf of the legal entity, the person executing (accepting) this Agreement does so on behalf to that entity, and he or she represents and warrants that he or she has the authority to do so.
2.3. If participation in the Affiliate Program is on behalf of the physical entity, the Partner represents and warrants that the Partner is at least eighteen (18) years of age and with the full authority, right, and capacity to enter into this Agreement and abide by all of the terms and conditions of this Agreement. If the physical entity willing to become a Partner is not at least eighteen (18) years old, the such physical entity is prohibited from participating in the Affiliate Program.
3. REGISTRATION OF PARTNER
3.1. Planner 5D Affiliate Program is available to Planner 5D registered users only, subject to compliance with eligibility criteria and complete and unconditional acceptance of this Agreement. To become a registered Planner 5D affiliate partner, the Partner should follow the specific instructions in the affiliate partner section available in the registered user’s account at www.planner5d.com.
4. PARTNER’S CONSENT
4.1. The Partner hereby provides its consent and permission to the Company to use and publish information about the Partner (i.e. the name, user name, place of residence and photograph (if made available by the Partner), Partner’s brand elements (if applicable)) and information about the Partner’s participation in the Affiliate Program on the Company’s website and other resources for the following purposes: (i) Affiliate Program administering purposes, and (ii) advertising, promotional and marketing purposes. In this regard, the Partner provides to the Company and its affiliates a non-exclusive non-transferrable royalty-free life-time license to use the Partner’s brand elements for the above-listed purposes.
4.2. The Company reserves the right at its own discretion to refuse registration of a Partner and to block any repeated registration attempts in the future.
5. PARTNER’S RIGHTS AND OBLIGATIONS
5.1. The Partner has the right to:
5.1.1. Post links to the Program embedded on Partner’s website(s), create banners and other informational materials about the Company and the Program (including those with use of the Company’s brand elements subject to no misrepresentation of the Company’s information and/or Company’s brand elements);
5.1.2. Publish information about the Affiliate Program on the Partner’s website (if necessary, with use of the Company’s brand elements subject to no misrepresentation of the Company’s information and/or Company’s brand elements);
5.1.3. Inform the Program users about the Program’s features and its competitive advantages;
5.2. The Partner is obliged to:
5.2.1. Perform its obligation in good faith to attract new users of the Program in accordance with this Agreement;
5.2.2. Indicate accurate, valid and complete data about the Partner, and immediately notify the Company on any further changes thereof;
5.2.3. Comply with the Program’s Terms of Service and this Agreement;
5.2.4. Secure confidentiality of all commercial and technical information received from the Company;
5.2.5. Immediately notify the Company on all facts and/or circumstances that become known to the Partner, which may result in negative consequences (risks) for the Company;
5.2.6. Inform the Company about Program’s users’ growth and share developments involving user interest.
6. LIMITATION OF PARTNER’S POWERS
6.1. The Partner does not have a right to assign its rights and obligations under this Agreement to any third party;
6.2 The Partner must not use the Program to conduct any illegal or unauthorized activities;
6.3 The Partner must not embed the Program on the websites which 1) contain sexually explicit materials, or 2) promote violence, discrimination, drugs, or 3) promote other illegal, harassing or inappropriate activities, or 4) may violate or infringe the rights of any third party, or 5) contain materials which may undermine the Company’s reputation. The decision whether the content of each particular website qualifies under this clause 6.3. shall be made in the sole discretion of the Company.
7. COMPANY’S RIGHTS AND OBLIGATIONS
7.1. The Company has the right to:
7.1.1. Publish information regarding the Affiliate Program with the Partner (either on the Company’s website or though other resources) and to use Partner’s band’s elements in such publications.
7.1.2. Immediately block Partner’s account and terminate this Agreement in either of the following cases:
- If the website to which the Program is embedded: 1) contains sexually explicit materials, or 2) promotes violence, discrimination, drugs, or 3) promotes other illegal, inappropriate or harassing activities, or 4) may violate or infringe the rights of any third party, or 5) contains materials which may undermine the Company’s reputation;
- If the website to which the Program is imbedded incorporates any materials which infringe or assist others to infringe any intellectual property rights of third parties;
- If the Partner violates any of its obligations under this Agreement.
7.2 The Company will Provide online statistic data to the Partner on all purchases made by the Program users attracted by the Partner not more than once per month.
8. LIMITATION OF COMPANY’S LIABILITY
8.1. This Affiliate Program as well as the use of the Program under this Agreement is provided by the Company on “as-is” basis. The Partner participates in the Affiliate Program under this Agreement exclusively based on its own free will. No specific or implied warranty is given by the Company with respect to the use of the Program or participation of the Partner in the Affiliate Program. The Company does not guarantee that the Program will function in any environment, without interruptions, mistakes or omissions. The Company does not provide any specific or implied warranty of merchantability or suitability of the Program for a particular purpose.
8.2. To the maximum extent permitted by law, in no event will the Company, its affiliates, shareholders, directors, employees and employees of affiliated companies be liable for any loss (including loss of profit) and/or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Program or participation in the Affiliate Program.
8.3. Without prejudice to clause 8.2. of this Agreement, in any case the aggregate liability of the Company arising out of or relating to this Agreement or its subject matter shall not exceed EUR 100 (One hundred euro).
8.4. The Company does not provide any guarantees with respect to the amount of commission which may be received by the Partner through the participation in the Affiliate Program of the Company.
9. PARTNER’S COMMISSION AND PAYMENT PROCEDURE
9.1. In consideration for duly rendered Services the Company shall pay to the Partner a remuneration in the amount of 25% (Twenty five percent) from the aggregate amount of payments made by the users in the Program through the link(s) embedded by the Partner on the Partner’s website(s), excluding the payment of the processing fees for performing the payment transaction (hereinafter, the “Commission”). The amount of the Commission may be increased subject to the Parties‘ mutual consent.
9.2. The Commission shall be paid to the Partner on a monthly basis, but only if the amount of such Commission exceeds the minimum threshold of EUR 100 (One hundred euro) (hereinafter, the “Minimum Commission Threshold”). If the Partner’s Commission is less than EUR 100 (One hundred euro), the payment period shall be extended respectfully until the moment the Partner reaches the Minimum Commission Threshold. Payment will only begin once the Minimum Commission Threshold is reached by the Partner. If the Partner never reaches the Minimum Commission Threshold, the Commission will not be paid. The Company is only responsible for paying the Commission that has reached the Minimum Commission Threshold.
9.3. When calculating the Commission amount, the Company considers only those links which are automatically tracked and reported by the Company’s system.
9.4. 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. The Partner must have a valid PayPal account or bank account to be able to receive the Commission. The Company will not be liable for a delay in payments due to the absence of the Partner’s PayPal account or bank account, or due to inaccuracy of the provided data.
9.5. The Commission is paid to the Partner in euro.
9.6. The Commission in the amount indicated in clause 9.1. of this Agreement shall be the sole remuneration of the Partner with regard to participation in the Affiliate Program under this Agreement.
9.7. The Company reserves the right to disqualify the Commission earned through fraudulent, illegal or questionable sales or marketing methods.
10. APPLICABLE LAW AND DISPUTE RESOLUTION
10.1. This Agreement shall be construed in accordance with and governed by the laws of the Republic of Lithuania. All matters not covered by this Agreement shall be governed by the provisions of the Terms of Service and the applicable law of the Republic of Lithuania. Should any discrepancies arise between the provisions of this Agreement and the Terms of Service, the latter shall prevail.
10.2. In the event of any dispute, controversy or claim arising out of or relating to this Agreement, including the breach, termination or validity of this Agreement (hereinafter, the “Dispute”), the Parties agree to first attempt in good faith to negotiate the Dispute informally for at least thirty (30) calendar days before initiating any action. Negotiations shall begin upon receipt of notice sent by the Party bringing the dispute.
10.3. Should the Parties fail to reach a resolution of the Dispute through the negotiations, the Parties are entitled to apply to the appropriate court of the Republic of Lithuania located in Vilnius, Lithuania in accordance with the procedure stipulated by the Lithuanian law.
10.4. The Parties hereby consent to the personal and exclusive jurisdiction of the appropriate courts of the Republic of Lithuania located in Vilnius, Lithuania with respect to any dispute, controversy, or claim arising out of or related to this Agreement. This Agreement does not permit class action, or any claims brought in any class or representative arbitration proceeding, and the Partner hereby waives any right to such an action or proceeding.
11. TERM AND TERMINATION
11.1. The present Agreement shall become effective from the moment of its acceptance by the Partner on the Company’s website (when this option is made available to the Partner), shall apply to the Parties’ relations as of September 1st, 2014 and shall remain valid for the indefinite term. The Partner may terminate this Agreement with immediate effect by (i) ceasing to embed the html-code(s) provided by the Company to the Partner’s website(s), or by (ii) deleting the Partner’s user account at the Company’s website. In the case (ii) the Partner’s projects and any user-related data will be deleted. The Company may immediately terminate this Agreement at any time upon e-mail notice to the Partner. In addition the Company may unilaterally and without giving notice suspend or terminate Partner’s affiliate status and/or access to the Company’s services at the Company‘s website, if the Partner breaches this Agreement or the Terms of Service.
12. CHANGES TO THIS AGREEMENT AND VALIDITY
12.1. The Company may amend this Agreement at its sole discretion from time to time by posting a revised version of the Agreement on the Planner 5D website and asking the Partner to agree with such amended Agreement before continuing further participation in the Affiliated Program. Such revised version of the Agreement will become effective immediately upon Partner’s acceptance. If the Partner does not want to accept amended Agreement, the Partner shall immediately cease its participation in the Affiliate Program.
12.2. 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.
13.1. Any notice to be given hereunder by the Partner to the Company shall be by mail to UAB Planner5D, Antakalnio St. 17, LT-10312 Vilnius, Lithuania, Attn: Legal Department and by email to: email@example.com.
13.2. 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.
13.3. All correspondence shall be deemed to have been received immediately by the other Party when sent by e-mail.