Written on June 30, 2019.
If you have any questions after reading these terms and conditions please send an email to [email protected].
Toto je právní smlouva („Smlouva“) mezi účastníkem affiliate programu (dále jen „affiliate“), který se zaregistroval a je příjemcem výhod účasti v programu Periscope Media Affiliate Program (dále jen „program“); a Periscope Media LLC. („Společnost“, „Periscope Media“), legální vlastník ochranné známky a domény a webových stránek Periscopemedia.net (dále jen „webové stránky“). Souhrnně označovány jako „strany“.
Program umožňuje affiliate partnery propagovat služby společnosti Periscope Media a přijímat provize podle níže uvedených podmínek. The Affiliate’s agreement to be bound by these terms is acknowledged by the Affiliate’s application to and participation in the Program.
It is in Periscope Media’s interest to develop and maintain a mutually beneficial relationship with the Affiliate. Therefore, it is Periscope Media’s intent to treat the Affiliate fairly and transparently.
These affiliate terms provide guidance to both Periscope Media and the Affiliate in the governance of their relationship. However, circumstances will arise that are beyond the scope of what Periscope Media is able to reasonably anticipate and address in these terms. Therefore, Periscope Media retains the authority to determine if the Affiliate is in good standing at their sole discretion.
Commissions shall only be paid to Affiliates who are in good standing.
If Periscope Media determines that the Affiliate has lost good standing the Affiliate will be notified of the decision. At Periscope Media’s sole discretion, the Affiliate may be offered the opportunity to regain good standing. However, Periscope Media reserves the right to terminate the Affiliate’s account at any time resulting in the forfeiture of all unpaid commissions should Periscope Media determine, at their sole discretion, for any reason or no reason, that the Affiliate is no longer in good standing.
Periscope Media reserves the right to approve or deny any application for membership in the Program to anyone, at any time, for any reason or no reason.
Applications may be rejected if we determine that an applicant is unsuitable for the Program for any reason, including, but not limited to any previous history of the applicant of not complying with the Program’s Terms and Conditions, if the applicant’s website or activity can be related to any unlawful, defamatory, obscene, harassing or otherwise objectionable activity, such as facilitating illegal activity, promoting violence, promoting or assisting others in copyright infringement, participating in sending unsolicited email, etc.
Compliance with the following code of conduct is mandatory for participation in the Program. Failure to abide by these requirements shall be grounds for immediate suspension or termination of the Affiliate’s account and forfeiture of all unpaid commissions, as decided at Periscope Media’s sole discretion.
The Company requires that the Affiliate abides by the highest standards of professionalism. For this reason, the Affiliate shall not engage in any form of inappropriate or unethical advertising. The Company has the sole right to decide whether a promotion method used by the Affiliate is appropriate or inappropriate.
Inappropriate forms of advertising include, but are not limited to:
The currency used throughout these terms and within the affiliate system is the United States Dollar (USD). All amounts are calculated and paid to the Affiliate in USD.
If an error or omission is discovered Periscope Media shall rectify the issue as soon as practically possible following the discovery of the error or omission. This includes, but is not limited to, errors or omissions that result in a failure to properly track referrals or a failure to properly calculate, approve, and pay Affiliate commissions.
The cookie is stored for 60 days. If there is a previous affiliate cookie in the same browser it will not be overwritten by the newer one. A new affiliate cookie shall only be set after the 60 day period has passed, the initial cookie has expired, and the referred user visits the Website again by clicking on a valid referral link.
Commissions shall not be shared between Affiliates. Commissions shall only be paid to the Affiliate whose referral cookie is active at the time of purchase.
The Company bears no responsibility if the customer has deleted their browser cookies either intentionally or unintentionally. No Affiliate commission will be paid for tracking errors of any kind, including, without limitation, any tracking errors caused by Affiliate’s editing, masking or tampering with links.
A referral occurs when a potential customer reaches the Website by clicking on the Affiliate’s referral link. If a referral signs up for a paid subscription plan during the time when the cookie is valid, the referral becomes a referred customer.
A referred customer becomes active when payment is made for a paid subscription plan and the referral activation date is set at the time when the referred customer becomes active.
A referred customer becomes inactive when they are no longer subscribed. Inactive referred customers are reactivated (become active) if they renew their subscription provided that they have not been permanently removed from the Affiliate’s account due to a period of prolonged inactivity.
The referral activation date may be reset depending on the duration of inactivity:
Inactive referred customers shall be permanently removed from the Affiliate’s account after a period of prolonged inactivity. The duration of the period resulting in permanent removal varies depending on the commissions previously generated by the referred customer.
Referred customers and the corresponding commissions shall accrue to the Affiliates account for sales made by Periscope Media and referred by the Affiliate, which correspond to these criteria:
Periscope Media reserves the right to deem any sale invalid upon its own discretion without being liable for further explanation and justification.
Commissions can be classified as being in one of three states:
Commissions shall only be calculated based on income received for paid subscriptions. If the customer has received a discount, the commission is calculated from the discounted price. One-time fees, overage fees, and add-on subscriptions shall not be considered in the calculation of commissions.
The Company charges VAT (Value-Added Tax) for sales to EU residents and EU based companies. In addition, the Company may collect other taxes in the future. The Affiliate expressly agrees that the commission is paid based on the price paid by the customer exclusive of VAT or any other tax or fee.
The commission rate and one-time commission schedule are subject to change without prior notification at any time or from time to time, in the Company’s sole and absolute discretion. The Affiliate will be notified of any change in the commission rate.
Once a commission has been calculated and credited to an Affiliate’s account it is an approved commission and it will be paid to the Affiliate even if the referred customer subsequently becomes inactive. Approved commissions shall only be forfeited as described in the “Forfeited commissions” statement in the portion of these terms defining Commission Status.
One-time commissions shall be calculated and approved once for each referred customer. In order to generate the one-time commission, the following criteria must be met:
Once these criteria have been met the one-time commission shall be calculated, approved, and shall appear in the Affiliate’s account.
A 20% recurring commission shall be calculated and approved when the following conditions are met:
The first recurring commission is approved approximately 30 days or 365 days (One year) days – depending on a referred customer payment plan, after approval of the one-time commission. This process is repeated approximately every 30 days or 365 days (One year) days until the referred customer becomes inactive.
The recurring commission shall be calculated and approved up until the point in time when the referred customer becomes inactive.
In the examples above we have calculated commissions based on days to simplify the calculations. In practice, commissions shall be calculated on the basis of seconds.
As referred customers sign up for services, Periscope Media takes steps to minimize the risk of fraud. Despite these measures, in some cases, fraud does occur.
Affiliates found to have knowingly referred fraudulent customers shall be removed from the Program immediately and all commissions earned by the Affiliate shall be forfeited.
Fraudulent customers referred without the Affiliate’s knowledge of the referred customer’s fraudulent activity shall not be cause for removal of the Affiliate from the Program. However, future commission payments to the Affiliate shall be adjusted to reflect the income lost due to fraud committed by the referred customer.
Should Periscope Media identify a pattern or unusually high frequency of fraudulent activity committed by an Affiliate’s referred customers, Periscope Media will take appropriate action such as advising the Affiliate to modify practices that are attracting fraudulent customers or terminating the Affiliate’s membership in the Program.
If fraud is detected and Periscope Media returns funds to the victim of said fraud, commissions payable to the Affiliate shall be recalculated retroactively. Affiliates shall not be required to return commissions, but commissions associated with fraudulent activity will be deducted from approved commissions to be paid in the future.
From time to time the Company may elect to offer the Affiliate coupons to use when promoting the Company. The Affiliate is only authorized to use coupons that have been assigned specifically to the Affiliate. In addition, the Affiliate shall not place any coupon offered by Periscope Media on any coupon website. Coupons are intended to be used by the Affiliate exclusively on their website(s) or in their legitimate marketing communications.
The Company reserves the right to withdraw the Program at any time. At which point the Program shall cease to apply for all new referred customer hosting plan subscriptions started thereafter.
All active referred customer hosting plan subscriptions existing at the time the Program is withdrawn shall continue to attract commission in accordance with these rules provided the Affiliate’s account remains active. However, no new referred customers introduced after the withdrawal of the Program shall attract commissions for the Affiliate.
This Agreement will end when terminated by either party. Periscope Media can terminate any Affiliate account immediately without explanation and no prior notice:
Periscope Media may, but will not be obligated to, suspend an Affiliate account prior to terminating the Affiliate account while investigating the occurrence of one of the above reasons for termination.
Any commissions already approved at the time of termination shall be paid to the Affiliate in accordance with these terms provided the Affiliate remains in good standing.
Following termination of an Affiliate account, the Company will no longer track the sales associated with the Affiliate and no commissions shall be prescribed to the Affiliate for any future referrals.
Upon termination, the Affiliate may no longer use the Company’s marks, banners, images, content, trademarks, or any software considered as Periscope Media’s intellectual property, etc., on their site.
The Parties under this Agreement are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency franchise, sales representative, or employment relationship between the Parties. The Affiliate has no authority to make or accept any offers or representations on the Company’s behalf. The Affiliate cannot make any statement, whether on the Affiliate web site or otherwise, that reasonably would contradict anything in this section.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THIS AGREEMENT, EVEN IF THE COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE COMPANY BE LIABLE ON ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE COMMISSIONS PAYABLE TO THE AFFILIATE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.
Nothing in these Terms entitles an Affiliate to infringe Periscope Media’s intellectual property rights connected to the Website or to the Periscope Media system. The Affiliate remains fully liable for any such infringement.
The Company makes no representation that the operation of the Website will be uninterrupted or error-free, and the Company will not be liable for the consequences of any interruptions or errors.
The Company reserves the right to change the terms of the Program at any time. Such changes will become effective and binding after their posting on the Website. The Affiliate agrees to regularly review the Affiliate program terms and conditions and be aware of the changes made. By continuing to participate in the Affiliate program after a revision has been posted, the Affiliate agrees to abide by the revised terms.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
All communications under these rules must be in writing by e-mail to the e-mail contact address provided by the party to be served. Such notices shall be deemed duly served and received on the day of transmission if sent on a weekday between 9 am and 5 pm GMT, provided no “not delivered” or similar response is received, otherwise notices sent by e-mail outside these days/times shall be deemed served on the next succeeding weekday.
The Company may disclose certain information to the Affiliate as a result of the Affiliate’s participation in the Program, which information the Company considers to be confidential (herein referred to as “Confidential Information”). For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to:
Confidential Information shall also include any information that the Company designates as confidential during the term of this Agreement. The Affiliate agrees to not disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by the Affiliate for the Affiliate’s own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process.
Further, the Affiliate agrees to maintain the security of Confidential Information by utilizing at least the same level of care as the Affiliate uses to protect their own Confidential Information. All employees or agents acting on the Affiliate’s behalf must be informed of the confidential nature of the information and are required to maintain such confidentiality. Such information may only be disclosed to professional advisors under a duty of confidentiality, regulatory authorities requiring access, or as otherwise required by law. Where possible, the Affiliate shall inform the Company if such disclosure is required by law in advance of such disclosure or if not permitted, as soon as possible thereafter.
The Company makes no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or non-infringement, or any other warranties, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information, and the Company shall not have any liability to the Affiliate or to any other person resulting from the Affiliate’s use of the information.
The Affiliate, while processing any personal data during its operations, shall take all measures required pursuant to Article 32 (Security of processing) of the General Data Protection Regulation of the European Union (“GDPR”) in order to protect the security and confidentiality of the Client Personal Data processed by it, namely: taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. The Affiliate must implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk.
These rules shall be governed by and construed in accordance with the laws of the State Of California, USA and both parties hereby submit to the non-exclusive jurisdiction of these courts.