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Partnership Program Agreement

2021-03-01

This Partnership Program Agreement (collectively referred to as: “Agreement”) is made and effectively by [[date]] between

 

GBD Consulting and Services Private limited company a company incorporated under the laws of Hungary, seated: Határ út 12., Újlengyel, 2724, Hungary. Tax number: HU27325162, Company Reg. Number: 13-10-042025 (collectively referred to as: “Provider”, „we”, or „us”), and

 

[[Company name/Name]] [[address]] (collectively referred to as: „Partner” or „you”).

 

This Agreement is a binding legal agreement – which govern your participate in our EmailAcademy Panrtnership Program (collectively referred to as: “Partnership Program”) – to understand by participating in our Partnership Program you agree to be bound by the following terms, conditions, and notices contained or referenced. If you do not accept each and every one of these, you are not allowed to participate in it.

 

Partner represents and warrants to the Provider that the Partner has read and agreed the Privacy Policies, the Terms of Service and agree to the terms set forth therein.

 

In consideration of the terms and covenants of this Agreement, and other valuable consideration, the parties agree as follows:

 

  1. DEFINITIONS

 “Partner”: refers to the individual or legal entity who applies for and is accepted into the Partnership Program.

 

“Provider”: refers to the sponsor of the Partnership Program.

 

“Partnership Program”: refers to the program we manage or control by which participating partners place links on their website that connect to the Provider’s website and for which a commission is earned for new EmailAcademy, ColdCampaigns and MillionVerifier Customers.

 

“Provider’s website": refers to the websites that the Provider maintains at emailacademy.com, coldcampaigns.com, millionverifier.com.

 

“Partner’s website": refers to the website on which the Partner agrees to place a link to the Provider’s website.

 

“Service": refers to all services that is offered by the Provider for sale or use its website.

 

“EmailAcademy’s customer”: refers to who on behalf of themselves use paid services offered on emailacademy.com.

 

“ColdCampaign’s customer”: refers to who on behalf of themselves use paid services offered on coldcampaign.com.

 

“MillionVerifier’s customer”: refers to who on behalf of themselves use paid services offered on millionverifier.com.

 

  1. AFFILIATE PROGRAM REGISTRATION

 

To register for the Partnership Program, the Partner must sign up for an account on EmailAcademy and must complete and submit a Partnership Program Application Form (collectively referred to as: “Application Form”).

 

The Partner may participate in the Partnership Program as an individual or a legal entity. By completing our Application Form, the Partner will be asked to provide personal or company information, which may include but is not limited to its name, company name, physical address, billing address, telephone number, e-mail address, website address, tax payer ID number, billing or payment information.

 

By completing our Application Form, the Partner must provide true, complete and up-to date details and you agree that you will not mislead nor us neither any authorities of any countries.

 

Provider’s current employees, contractors and members who were employed by the Provider in the last six months, furthermore members of Provider’s current and former employees’ and contractors’ immediate family are prohibited from participation in the Partnership Program.

 

  1. APPROVAL OR REJECTION OF AFFILIATE PROGRAM APPLICATION

 

The Provider reserves the right to approve or reject any Partnership Program application in its sole and absolute discretion, the Partner will have no legal recourse against the Provider for the rejection.

 

  1. REASONS FOR REJECTION

 

Without limiting the right to reject any application for any reason whatsoever in the Provider’s absolute discretion, the Partner application will be rejected if it is non complete, if the Partner’s website contains images or content that is not acceptable to Provider or is inconsistent with the image that the Provider wishes to create in association with its website, or if the Partner’s website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar or ethnic objectionable materials, or if the Partner’s site contains any material that appears to Provider to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.

 

  1. TERMINATION AFTER ACCEPTANCE

 

Even after the Partner has successfully joined to the Partnership Program, the Provider reserves the absolute right to rescind or terminate the Partner partnership status for any reason in its sole and absolute discretion.

 

  1. FINANCIAL RESPONSIBILIITES

 

The Partner will be fully responsible for all costs and expenses of maintaining and marketing the Partnership Program, including but not limited to all costs associated with the creations, hosting, modification, and improvements to the Partner’s website, costs of search engine placement and other Internet marketing, costs of inserting the Provider’s links into its website, and all other costs and expenses.

 

  1. NO REPRESENTATIONS REGARDING INCOME POTENTIAL

 

The Provider makes no representations and warranties regarding potential income that may result from participation in this Partnership Program and specifically disclaims any and all warranties relative to earning potential from the partnership status.

 

  1. RESPONSIBILITY TO LINK TO THE PROVIDER’S SITE

 

a) As the participant of the Partnership Program, the Partner will have the obligations to place links on its website directing customers to the Provider’s website. The Provider will make available to the Partner button links, text links, and banner advertisements to be placed on the Partner’s website which will direct customers to the Provider’s websites via hypertext link.

b) The Provider makes available links, banners, and other information advertising to its Partners to be used subject to the terms of this Agreement. The Partner may display these materials on the Partner’s website for the purpose of promoting the Provider’s websites and participating in this Partnership Program.

c) The Partner will only be permitted to use the links that the Provider provided to the Partner on the website.

d) The Partner will be permitted to modify the links or other materials that the Provider provided to the Partner or the placement of the links on the Partner’s website. The Partner consent to the Provider monitoring the Partner’s website to determine continued compliance with this Agreement.

 

  1. CUSTOMER SERVICE

 

a) The Provider will be responsible for handling all customer inquiries that enter the Provider’s websites through the links from the Partner’s website. Pricing of the Services are totally within the Provider’s discretion and the Provider reserves the right to change the pricing structure, terminate any special offers, discontinue services, or change the terms under which services are offered at any time, without any advanced notice to the Partner or customers accessing the Provider’s site. The Provider’s only responsibility to the Partner in this regard is to track customer payments that occur through links from the Partner’s website and make reports to the Partner of the commissions. The Provider will have no obligation to provide the Partner with any specific information relative to any customer, regardless of whether they access the Provider’s websites through the link from the Partner’s website.

b) The Provider is not responsible for the failure to assign any sale or commissions to the Partner if the same results from the improper formatting of the link from the Partner’s website. The Partner should assure at all times that the link is appropriately formatted and report any problems that the Partner may have with the same to the Provider immediately.

 

  1. COMPENSATION

 

a) The Provider will allow the Partner to the Partnership Program Dashboard, where the Partner can follow up a summary report for all payments directed from the Partner’s website.

b) Commissions will be paid to the Partner based upon on the payments made by customers who access the Provider’s websites through the Partner’s website. Commissions will be calculated based upon the net sales price, not including tax.

c) The percentages to be paid as commissions hereunder are currently as set forth on the website of EmailAcademy Partnership Program. The Provider reserves the right to change and amend the commission rate structure at any time and change the commission rate for 0% at any time, in the Provider’s sole discretion.

d) Commissions will only be paid on sales that are tracked through the Provider’s online tracking system and indicate the Partner’s website’s link as the source. Commissions will only be tracked and paid when the customer makes a registration on one of the Provider’s website within 30 days from the last click on the Partner’s link and make a payment within 60 days from the registration. The Partner will be eligible to receive commissions during the first year from the customer’s registration. In case a customer cancel its monthly subscription the Partner will not be eligible for commissions upon any future payment by that customer.

e) Commissions will only be calculated when the customer made the payment by credit card, commissions will not be calculated after payments made by PayPal.

f) Commissions will be paid on one-time payments and on monthly subscription. The Provider will pay to the Partner a commission based on the amount of the monthly payments and one-time payments that the Provider collects from the customers who access the Provider’s websites through the Partner’s website. Commissions will be payable 30 days after the customer’s payments and after when the Provider approved it. Commissions will not be calculated based upon amounts that are attributable to credit card fraud, disputed and refunded payments. Provider reserves the right in its sole and absolute discretion to deduct and cancel any commissions for refunded, disputed or suspicious/ high risk (whether disputed or not) payments.

g) Provider uses PayPal to remit commissions to the Partner. Partner must have a PayPal account. PayPal is a third-party service provider therefore Provider will not have any liability or support obligations for any issues relating to your PayPal account.

h) Commissions will be paid in USD and it is inclusive of any taxes to which the Partner may be subject. The Partner will be responsible for paying any applicable taxes and duties that may be imposed with respect to any commissions received under or in connection with this Agreement.

i) The parties expressly exclude the Partner's right to dispute the amount of calculated and paid commissions by the Provider.

j) In case the Partner is a company any commissions will be paid upon an invoice issued by the Partner, who is responsible for payments of all taxes applicable to any payments generated by hereunder. Invoices must be sent to the address that the Provider mark in the Affiliate Program Application. Invoices must be contain each of the following data:

GBD Consulting and Services Private limited company

Tax number: HU27325162

Company Reg. Number: 13-10-042025

Address: Határ út 12., Újlengyel, 2724, Hungary

k) In case the Partner is an individual, the approved commissions will be paid upon a receipt issued by the Provider. The maximum amount of payable commissions to an individual is 3000USD in a year. The individual Partner is fully responsible for payments of all taxes applicable to any payments generated by hereunder.

l) The Provider does not guarantee an exact date for payments of approved commissions.

m) The Provider does not send payment if the total commission due to the Recipient is not at least 100 USD and the commission is from less than three new customers. Amounts below 100 USD will count to the Partner account and payment will be made when the Partner’s total commissions achieve the minimum 100 USD and the minimum three new customers. The Provider reserves the right to amend the minimum commission payment amount at any time. Any unpaid commissions will be canceled after one year.

n) The Partner is not eligible for commissions from their own accounts or any account directly linked to them, including referred accounts with exact same names, billing address, e-mail addresses, or IP address.

 

  1. CUSTOMERS’ PROVENANCE

 

All parties who make payments through the Provider’s website, regardless of whether they may have reached its website through the link from the Partner’s website, are deemed to be the Provider’s customers and not the Partner’s customers relative to the Provider’s services. The Provider will have the right to contact these customers and send future marketing offers to them. Additionally, all such customers and payments will be subject to the Provider policies, procedures, rules and regulations and the Partner has no right or authority to amend or offer any different offers relative to the payment of services from the Provider’s website. The Provider however, reserves the right to amend any of its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other items relative to the Provider’s business and sale of products at any time in its sole discretion.

 

  1. TRADEMARKS AND COPYRIGHTS

 

a) The Partner will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that the Provider provided to the Partner for use solely on the home page that the Partner designate in the Partnership Program. The Partner may only use the images that the Provider specifically makes available to the Partnership Program at the area of its website that is specifically designated as approved images for Partners. The Partner may use these images only for the purposes of promoting the Provider’s websites and services on the Partner’s website in compliance with the terms of this Agreement.

b) The Partner will only use such items in the form, size, content, and appearance that the Provider provided them to the Partner. The Partner agrees to display these items prominently on its website. These items may only be used in if they contain a hypertext link to the Provider’s website. This license shall immediately terminate upon the termination from the Partnership Program. The Provider may also terminate this license upon notice to the Partner in the event that the Partner’s use of these items is contrary to or does not conform with its standards, such standards to be determined in its sole and absolute discretion. The Partner agrees that the Provider retains all right, title and interest in and to all such materials. The Partner will not gain any trademark, copyright or other proprietary rights to such materials. The Partner agrees not to take any action that is contrary to or inconsistent with the Provider rights to these materials. The Partner will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to the Provider or that paints the Provider in a false or negative light.

c) Provider has no obligation to advertise or promote the Partner participation in the Partnership Program but reserves the right to do the same at its sole discretion.

d) The Partner is not allowed to create any PPC campaigns for any keywords containing the Provider’s name: EmailAcademy, Email Academy, MillionVerifier, Million Verifier, ColdCampaigns, Cold Campaigns.

 

  1. PRODUCT AVAILABILITY

 

The Provider cannot guarantee its service availability or the term of any price or special promotion or offer.

 

  1. RESPONSABILITIES

 

The Partner is responsible for all matters pertaining to the Partner own website including its development, operation and placing links on the Partner’s site in compliance with the terms of the Partnership Program. The Provider is not responsible for any matter pertaining to the Partner’s site or the content thereof and the Partner holds the Provider harmless and indemnifies the Provider from any and all claims, demands, liabilities, actions, causes of action related in any way to the Partner’s website and business. The Partner represents and warrants to the Provider that its website does not and will not contain any materials that are illegal and that the Partner’s website is not operated for an illegal purpose or in an illegal manner.

 

  1. REPRESENTATIONS AND WARRANTIES

 

The Partner hereby represents and warrants to the Provider to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The Partner’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.

 

  1. TERM

 

This Agreement shall remain in full force and effect until terminated by the Partner or by the Provider. Either the Partner or the Provider may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with this Agreement. Notices sent hereunder shall be via email to the Partner at the email address indicated in the Partnership Program Registration. Any and all notices to the Partner via email at such address shall be deemed to be effective notice to the Partner for all purposes.

Partner’s account which shows no activity for more than 12 months may be considered inactive. In case an account is considered inactive, the account will be deleted, and this Agreement is automatically terminated between the Parties.

The Provider hereby disclaims its obligation to pay commissions for the Partner’s new customers after the effective date of termination this Agreement. The Partner is only eligible to earn commissions on customers payments when it’s occurring during the term of this Agreement.

 

  1. TERMINATION

 

The Partner will forfeit all right to receive past commissions that may have accrued to the Partner if this Agreement is terminated as a result of the Partner failure to comply with the terms of this Agreement or any policies and procedures of the Provider that may be established and amended by the Provider in its discretion from time to time.

a) If this Agreement is terminated for any reason, the Provider will have the right in sole and absolute discretion to cancel any unpaid commissions, whether the unpaid commission is over then 100USD or not.

b) The Provider has the right to withhold final commission payments for sufficient time in order to assure that the amount paid to the Partner is accurate and not subject to later adjustment for returns or any other reason.

c) If the Provider determines that the amount of commissions that the Partner were paid was too high, as a result of fraud, disputed or refunded payments., the differential shall be a debt from the Partner to the Provider and the Provider shall have all legal right to receive a refund of such overpaid commission from the Partner.

 

  1. MODIFICATIONS

 

The Provider reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Partnership Program and the terms and conditions of this Agreement upon notice to the Partner. Notice of any changes may be given via email to the Partner or by posting such changes in the Partner’s Partnership account of the Provider’s website. Such changes and modifications will take effect upon posting on the Provider’s website. The Partner may terminate participation in the Partnership Program in the event that any of these modifications are unacceptable to the Partner and such termination shall be the Partner sole and exclusive remedy. In the event that the Partner continues to participate in the Partnership Program following such modifications, the Partner will be deemed by the Partner continued participation to accept any and all such changes.

 

  1. LIABILITIES

 

a) The provider hereby disclaims any and all warranties and liability related to any downtime or failure for customers to be able to access its website or to access its website using the link from the partner’s website. Furthermore, the owner shall not be responsible for and hereby disclaims any and all warranties related to its web site, the partnership program, the partner participation in the partnership program, the recipient ability to make any commissions or otherwise profit through participation in this affiliate program, including but not limited to any warranties of fitness for services. The provider does not represent or warrant that its website or any application, including but not limited to its link tracking features, will be error free or that they will function without interruption.

b) The provider shall not be responsible for any direct or indirect damages or liabilities of any nature, including but not limited to incidental, consequential, indirect, or special damages, loss profits, lost business opportunity or any other damages; regardless of whether the provider was or have been advised of the possibility of the same and took no action to prevent the same.

c) Without limiting the forgoing, the Provider total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by the Owner pursuant to the terms hereof.

 

  1. CONFIDENTIALITY

 

In the event that any information is disclosed to the Partner through the participation in the Partnership Program related in any way to the Provider’s company and business which the Provider deem to be confidential and proprietary, the Partner agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for its own purposes. Confidential information shall also include any and all information related to the Provider’s business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which the Provider considers to be confidential and proprietary.

 

  1. INDEMNIFICATION

 

The Partner hereby indemnifies and holds the Provider and assigns harmless from and against any and all claims, liabilities, damages, actions, demands, settlements, including all costs and attorney fees related thereto, that the Provider may incur and which are based in whole or in part upon the Partner participation in the Partnership Program, the Partner breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Partnership Program, or any claim related directly or indirectly to the Partner use, operation or the content of the Partner’s website.

 

  1. GOVERNING LAW

 

This Agreement shall be interpreted under the law of Hungary. Any and all legal actions relative hereto shall be in the courts of Hungary.

 

  1. RELATIONSHIP OF THE PARTIES

 

The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties.

 

  1. ENTIRE AGREEMENT

 

This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof.

 

Effective upon acceptance