Affiliate Terms & Conditions

I. General

By signing up to be an affiliate in the mailivery Affiliate Program (“Program”) you agree to be bound by the following terms and conditions (“Terms”). Please ensure that you read them carefully before signing up. These Terms are a legal agreement (“Agreement”) between SourceIT Technologies, Inc. (“mailivery”, “we”, “us”) and You (“Affiliate”, “you”).

The term Affiliate does not imply any formal association with mailivery. By this Agreement, the Affiliate is granted a non-exclusive, revocable right to market and advertise mailivery Service (“Service”) and the Program.

We will reward Affiliates for expanding our customer base and acquiring for us new customers through Affiliates’ own marketing efforts. We will pay to Affiliates commissions on sales of the Service to customers who were referred to us directly by Affiliates pursuant to the terms and conditions of this document (“Commission”).

II. Participation in Program

1. To enroll in the Program, the Affiliate must fill out the registration form with current, complete, and accurate information. If the form is filled out correctly, an account within the Affiliate Panel is created for the Affiliate and Affiliate becomes a participant of the Program. Providing false information in the registration form will result in immediate termination from the Program and forfeiture of all outstanding Commissions.
2. mailivery reserves, at its sole discretion, the right to refuse to anyone participation in the Program at any time. mailivery also reserves the right to refuse Affiliates from certain countries that have a track record of originating credit card fraud.
3. Upon registration, mailivery assigns the Affiliate referral links which redirect to the mailivery website. Referral links contain a unique affiliate login assigned to the Affiliate. This information is saved on the computer of the visitor, who enters the mailivery website through the referral link, in the form of a cookie.
4. The sale of the Service that forms the basis for Commission calculation is tracked through the use of cookies. In some cases, it will not be possible to track traffic from the Affiliate’s website to the mailivery website, because the visitor is using cookie-blocking software. mailivery is only responsible for paying Commissions on sales that can be tracked back to the Affiliate using the technology in use by mailivery.

III. Obligations of mailivery

mailivery agrees:

1. to pay Commissions on sales of the Service referred directly by the Affiliate in accordance with the provisions of these Terms;
2. to grant the Affiliate access to an Affiliate account – login and password protected area within the Affiliate Panel where the Affiliate can look up their affiliate URLs, information about referred sales and commissions;
3. at its sole discretion and choice, to grant the Affiliate access to materials containing mailivery Services, logos, and/or other promotion materials (“marketing materials”), however, this shall not create any obligation to deliver such materials to the Affiliate.

IV. Affiliate Obligations

1. The Affiliate agrees:

1. to receive commercial information about mailivery, the Program and the Service;
2. that participation in the Program is at their sole risk;
3. that trademarks and materials provided by mailivery, in particular but not limited to the marketing materials, are the property of mailivery and may be used by the Affiliate for promotion of the Service under the Program only according to the instructions of mailivery; the instructions are placed on the Affiliate Panel;
4. to be responsible for all taxes and other similar levies applicable to the Commissions pursuant to any law or regulation; in particular the Affiliate shall report Commissions to their tax authorities as required by applicable law;
5. to provide mailivery, with current, full and accurate details or documents within two (2) days from the initial request, should mailivery be responsible for provision of such documents or details under any tax law or regulation. In particular, if the Affiliate is a U.S. resident or organization, mailivery may require tax ID, or Social Security number in case of individuals, as well as tax registration name and a tax classification.

1. The Affiliate should strictly adhere to all applicable laws, regulations and good industry practice, as well as these Terms, in conducting their business, in particular in marketing and advertising the Service and the Program. To see what practices we regard as particularly abusive or illegal, please see here:

1. The Affiliate shall not (i) associate any content made available on the Affiliate Panel and Affiliate’s website, in particular the marketing materials or (ii) offer to provide any goods or services, or (iii) engage in business practices that:

1. are unlawful, threatening, abusive, harassing, defamatory, obscene, libelous, slanderous, deceptive, fraudulent, invasive of another person’s privacy, tortuous, or otherwise violate mailivery’s rules or policies,
2. victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability,
3. infringe on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party, including, but not limited to, unauthorized copying and posting pictures, logos, software, articles, musical works and videos
4. contain harmful content, including, without limitation, software viruses, Trojan horses, worms, time bombs, cancel bots, spy-ware, or any other files, software programs, or technology that is designed or intended to disrupt, damage, surreptitiously intercept or expropriate services or any system, program, data or personal information, or limit the functioning of any software, hardware, or equipment or to damage or obtain unauthorized access to any data or other information of any third party
5. impersonate any person or entity, including any of our employees or representatives
6. otherwise violate any law, statute, ordinance, or regulation including, without limitation, those governing consumer protection, Internet tobacco sales, unfair competition, anti discrimination or false advertising
7. offer or disseminate fraudulent goods, services, schemes, or promotions (e.g. make money fast schemes, chain letters, pyramid schemes) or engage in any unfair deceptive act or practice,
8. are associated with any form of gambling or lottery type services
9. are associated with any form of racism, hatred, profanity, mail fraud, adult, sexually oriented, or obscene materials or services, including without limitation, any material clearly designed to sexually arouse the viewer/reader (e.g. books, text, photos, videos, X-rated movies, pornographic materials, etc.), any materials which require individuals to be eighteen (18) or older to view or purchase those materials, escort services, and adult websites, or any material which may be insulting to another person or entity,
10. are associated with the sale of any controlled drug that requires a prescription from a licensed practitioner; or any over-the-counter drug, or nonprescription drugs
11. are associated with illegal telecommunications or cable television equipment, such as access cards, access card programmers and unloopers, cable descramblers or filters
12. are associated with weapons of any kind and related items, including firearms, firearm parts and magazines, ammunition, BB and pellet guns, tear gas, stun guns, switchblade knives and martial arts weapons
13. market for:

• nicotine, nicotine services, services imitating nicotine services, symbols relating to smoking or nicotine
• alcohol of any kind
• drugs of any kind, services relating to drugs, symbols relating to drugs, the use of drugs of any kind
• medical services, medical aid, medical assistance, medicines
• video lotteries, cylindrical games, card games, dicing, and automated games
• call on minors directly to purchase mailivery services
• encourage minors to influence their parents or other persons with an aim of impelling them to buy mailivery services
• take advantage of minors’ trust upon their parents, teachers or other persons
• unreasonably show minors in dangerous situations, or
• are intended to affect to subconscious of a recipient.

3. The Affiliate shall market and advertise the Program and the Service diligently and in goodwill, and shall develop, operate and maintain their website and referral links, at their sole expense and risk. In particular, the Affiliate shall be solely responsible for all materials that appear on their website. mailivery shall have the right to approve or decline the graphics, logos, banners and other materials used by the Affiliate in relation to the referral link to the mailivery website and to make suggestions related to those issues to the Affiliate. The Affiliate agrees to conform to the suggestions made by mailivery, in particular the Affiliate is obliged to make changes to their website and other marketing materials used to promote the Service.
4. Pay Per Click Advertising: The affiliate is prohibited from advertising mailivery or any of its products or services in any search engine (included but not limited to: Google AdWords ™, Bing ™,Yandex or Yahoo!) This includes, but is not limited to the use of direct linking, i.e. using your affiliate link or any redirect to your affiliate link in the destination URL of your ads, in conjunction with one or all of the following elements:
   
   a. Branded Keywords: using in the affiliate’s ads or keyword bidding on mailivery, mailivery email, or any combination of our trademark.
   b. Non-Branded Keywords: using in the affiliate’s ads, any keywords in relation but not limited to: auto responder, free auto responder, email marketing, email marketing software, email marketing solution, email marketing tool.
   
   The affiliate understands they are responsible at all times as an affiliate of mailivery for any activities related to their account in relation to violations of Pay Per Click Advertising and know that abuse of this policy can result in deactivation of their affiliate account.
5. Incentivized Traffic & Cashback: The affiliate is prohibited from promoting mailivery in a way that requires a prospect or potential customer to perform an action (such as sign up for a mailivery account or Free Trial) in order to receive a reward, gift, or other compensation as result of their action (from the affiliate). Affiliates are prohibited from promoting mailivery (and it’s products and service) with an incentive of “cash back” to prospects or customers in return for signing up for an account.
6. Incorrect Information: The affiliate is prohibited from advertising wrong information in regards but not limited to:

1. Discounts: As an affiliate, you shall not promote, whether directly or indirectly, any discount denomination that is not active or given to you explicitly by mailivery.
2. Product Information: As an affiliate, you are responsible for keeping pricing and product details up to date on your website and through your promotional methods at all times. It is prohibited to advertise incorrect details, especially related to “Free accounts” without proper disclosure of trial period.

3. The Affiliate shall not send unsolicited e-mail and shall not send e-mail nor any other communication to a recipient if the recipient has not expressed their prior consent thereto.
4. The Affiliate shall not attempt to register any trademarks, service marks, logos, brand names, trade names, domain names, email addresses and/or slogans similar confusingly similar to the ones to which mailivery is entitled, especially with the use of the word mailivery. Should the Affiliate obtain any right, title or interest in the aforementioned trademarks (or intellectual property confusingly similar to them), the Affiliate is obliged upon first demand of mailivery to transfer all title, right and interest of said intellectual property to mailivery. The Affiliate shall be responsible for any costs associated with enforcing the trademark (or other intellectual property) and/or getting the domain transferred to mailivery.

V. Affiliate Commissions

1. The Affiliate will receive a Commission for each complete purchase of the Service made in the Agreement term by the customer referred by the Affiliate. This means that the Affiliate will receive the Commission upon accepted payment if the customer was referred through the Affiliate’s referral link and the customer’s software allowed mailivery to save such a referral cookie. The Affiliate is not entitled to the Commission for the purchases of the Service through their own referral link – this means that the Affiliate will not receive the Commission for the purchase of the Service made by the Affiliate himself/herself, their corporation, employer or the like or any other entity which controls, is controlled by or is under common control with, the Affiliate. This includes also any purchases made not under Affiliate’s name but with the use of Affiliate’s payment medium (e.g. credit card, check, bank account).
   
   The above applies to all the Commission for purchases made during the term of Affiliate’s employment contract (or any other contract being the basis of employment), if any, and within 3 months after its expiration or termination, concluded with mailivery or any other entity which controls, is controlled by or is under common control with mailivery, or during the term when Affiliate is an officer, director or representative, if relevant, of mailivery or any other entity which controls, is controlled by or is under common control with mailivery and within 3 months after this term.
2. If a customer referred by the Affiliate purchases the regular version of the Service (mailivery Service for SMB available on www.mailivery.io), the Affiliate will receive a residual Commission calculated as a percentage of the amount paid to mailivery for the Service by the referred customer. In such case the Commission rate is as stated in the affiliate dashboard.
3. If a customer referred by the Affiliate purchases the mailivery Enterprise Account, amount of Commission and terms of its payment shall be established on a case-by-case basis depending on factors like monthly recurring revenue and term of the contract.
4. Where the customer referred by the Affiliate has paid for the Service in other currency than the one used for settlement purposes with the Affiliate, we will convert and credit the associated Commission in the relevant currency using the published Wall Street Journal index at the time of payment.
5. A summary of purchases of the Service and statement of referral Commission is available to the Affiliate by logging into their Affiliate account.
6. mailivery reserves the right to grant discount for the Service to chosen customers. Commissions reflect a percentage, not a particular amount, therefore it is possible that the Commission on the sale of the same Service may be different every month.
7. Commissions are calculated on the last day of each month and are paid out only when the accrued Commissions exceed USD 100. If on the last day of the month the balance owing in the account is less than the aforesaid limit, the Commission will be accumulated in the account. The Commission are credited to your Affiliate account once the customer pays for the Service. Commissions are only earned if a customer makes a payment in full.
8. Accrued Commissions are paid in the form of USD or EUR PayPal or via other payment method if agreed individually with mailivery. The Affiliate bears the costs of the payout transaction.
9. Based on internal risk analysis, mailivery reserves the right to withhold first time payments and any other payments originating from an account where there is suspected fraud activity – for a period of up to 3 months and in cases the Affiliate violates any of the provisions of these Terms – all Commissions accrued and not paid out for as long as the Affiliate is in breach. mailivery reserves also the right to disqualify Commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.
10. To ensure proper Commission payment, the Affiliate is solely responsible for providing and maintaining accurate contact details including address, as well as payment information associated with the Affiliate’s account. No Commission payment shall be made unless the Affiliate provides mailivery with accurate and complete contact and tax details.
11. The Affiliate acknowledges and agrees that all the sums of Commissions payable under the Program are calculated jointly for the purpose of fulfillment of tax obligations.
12. mailivery reserves the right to change the Commission rate and Service prices at any time. Any Commissions accrued after such a change will be at the new rate.

VI. Refunds/Chargebacks/Fraud

1. Any customer refunds, reversals or credit card chargebacks owed by mailivery to the referred customer will result in the appropriate Commission amount being deducted from the Affiliate’s account balance (“Deducted Commission”). If the Commission from that sale has already been paid to the Affiliate, the amount will be deducted from future payments of the Commissions. If the Commission owed to the Affiliate in the next month is not sufficient to satisfy the Deducted Commission, mailivery may invoice the Affiliate for the payment of the remaining debt immediately and the Affiliate is obligated to pay it within the payment date provided in the invoice.
2. mailivery reserves the right to terminate the Agreement with immediate effect in the event of not receiving the remaining debt within the payment date provided in the invoice referred to in s. 1 above.
3. Any fraudulent activity that can be traced directly to the Affiliate’s actions will cause immediate termination and forfeiture of any Commission earned.
4. If an account of customer referred by Affiliate is terminated due to practices or actions that mailivery considers to be abusive, prohibited or that violate mailivery Terms of Service in other ways, mailivery reserves the right, at its sole discretion, to withhold or forfeit one or all Commissions earned (regardless of whether paid or outstanding) for referring the terminated customer. If the number of terminated customer accounts referred by Affiliate is abnormal or mailivery may reasonably suspect that it is a part of fraudulent activity, mailivery shall have the right, at its sole discretion, to forfeit not only Commissions earned for referring terminated customers, but all Commissions earned (regardless of whether paid or outstanding) by Affiliate during the term of Agreement. As regards settlement rules section 1 and 2 above shall apply accordingly, i.e. mailivery is entitled in particular to deduct relevant amounts of forfeited Commissions from future payments due to Affiliate and if the Commission owed in the next month is not sufficient, mailivery may invoice the Affiliate for payment of remaining debt.

VII. Limitation of liability

1. To the maximum extent permitted by law, mailivery, its employees, directors, officers or representatives shall not be liable for any direct, indirect, punitive, special or consequential damage or loss (even if mailivery has been advised of the possibility of such damage), howsoever caused and irrespective of the nature of the cause of action, demand or claim by the Affiliate. mailivery’s entire liability, regardless of the form and cause of action, in any event is limited to the aggregate amount paid by mailivery to the Affiliate in one month immediately preceding the date the Affiliate notifies mailivery of such a claim, or in the aggregate, in respect of all claims under or related to the Program. The Affiliate hereby releases mailivery, its employees, directors, officers and representatives from any and all obligations, liabilities and claims in excess of the aforementioned limitation.
2. Neither party shall be responsible for any delay or failure in performance of their obligations under these Terms of Service due to Force Majeure or other occurrences that are beyond reasonable control of the party in default or failing to fulfill obligations. By Force Majeure the Parties understand as an exceptional occurrence, caused by an external factor which cannot be foreseen and which could not be prevented. Force Majeure occurrences include in particular: war, natural disasters, strikes, breakdowns, DDoS attacks or other disruptions in telecommunication networks or data communication infrastructure, emergency government action and administrative measures, activities of entities that affect the provision of the Service or mailivery websites, and whose activity is independent of the Parties. mailivery shall not be liable for any claim, loss or damage if, for any reason whatsoever, its website fails or is non-operational.
3. You agree to indemnify and hold mailivery, its employees, directors, officers, co-operators and representatives harmless from any and all claims, losses (either direct or indirect), damages, expenses, including but not limited to attorney fees basing or arising from your failure (or any individual using your username details) to comply with your obligations under these Terms or violation of any law, or violation of the rights of any third party. We will notify you as soon as reasonably practical of any such claim, demand or cause of action for which we will require indemnification from you.
4. mailivery shall not be responsible if a referred sale goes unregistered for any reason.
5. mailivery shall not be responsible for any intermediary charges, transaction fees and other costs or expenses accrued by the Affiliate in connection with the Program.
6. If you provide to us incorrect details (name, address etc.) and as a result we will have to undertake additional actions of any kind regarding payment, you will be obliged reimburse us the costs and expenses, including additional fees and penalties imposed by a relevant bank, resulting from such actions. We reserve the right to refuse to undertake additional actions regarding payment, if you submit a relevant request after 12 months as of making payment, e.g. if you failed to inform us about problems with payment within the above period, or if we have reasonable grounds to suspect a fraudulent activity.

VIII. Term and Termination

1. This Agreement shall be effective as and from the date of execution until and unless cancelled by either party.
2. mailivery has right to terminate this Agreement effective immediately upon delivery of such a notification to the Affiliate either to his email address or upon posting a relevant information in the Affiliate account.
3. The Affiliate has the right to terminate this Agreement with immediate effect upon notification delivered to mailivery via the web-form available in the Affiliate account.
4. mailivery reserves the right to terminate the Agreement with the Affiliate immediately and without notice and forfeit all outstanding Commissions if the Affiliate violates any provision of these Terms, in particular if the Affiliate:

1. undertook any activity considered abusive practice as per clause IV s. 2 hereof,
2. sent unsolicited email or engage in any other communication to a recipient if the recipient has requested discontinuance of such communication,
3. promoted the Service or the Program via Google Adwords or other search engine provider without prior written consent of mailivery,
4. misrepresented mailivery, the Program or the Service in any way,
5. registered or used a domain, email address or trademark with any trademark (service mark) owned by mailivery or confusingly similar to mailivery’s trademark or domain; used or permitted or accepted the use by a third party of any name, or trademark, or service mark belonging to mailivery, or any marketing material provided on the Affiliates Panel, mailivery website, themselves or by any third party in a manner that would lead a reasonable person to believe that the name or trademark or service mark or content is a property of the Affiliate or such a third party,
6. provided false, invalid, inaccurate information in the registration process and/or not updating or supplementing it when necessary,
7. a. artificially inflated (or attempted to inflate) the Commissions.

1. mailivery has the right to terminate the Agreement with immediate effect and shut down the Affiliate account if the Affiliate account is not used for six months and the Affiliate does not generate any Commissions.
2. Save as otherwise stated in these Terms, if the Agreement is terminated by either Party, the Affiliate shall be entitled only to Commissions accrued as of effective termination date on condition that the Affiliate submits a relevant request within 30 days from the termination date. After the expiry of such period it is deemed that the Affiliate waived their right to the Commission accrued.

IX. Final provisions

1. The illegality, invalidity or unenforceability of any provision of these Terms shall not affect the legality, validity and enforceability of any other provisions hereof. It is also understood and agreed by the parties that if any provision of this Agreement is prohibited or is unenforceable under the law of any government having jurisdiction, such invalid or unenforceable provision will be modified to the extent necessary to render it valid and enforceable without altering its intent.
2. mailivery reserves the right to modify, add or delete any documents, information, graphics, marketing materials or other content appearing on or in connection with the Program or mailivery website, including these Terms, at any time without prior notice. The changed Terms shall be posted on the Affiliate account and become effective immediately with respect to any continued or new Program participants, unless the Affiliate terminates these Terms within the next 10 (ten) days.
3. The Affiliate shall address any inquiries or complaints regarding mailivery’s performance of this Agreement via the web-form available in the Affiliate account.

The Terms in this version are valid from December 28, 2022

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