1. Affiliate agreement
An affiliate agreement is a business relationship between us and a website owner who promotes our services. The website (affiliate) earns a commission from us for each referral that results in a sale. The affiliate plays no role in the sales contract, the product is sold by the Sepanta Soft to the customer.
2. Enrollment in the affiliate program
To begin the enrollment process, you must submit a properly completed program application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine, in our sole discretion, that your site is unsuitable for the program.
You understand that we reserve the right to conclude that your site is unsuitable in accordance with our standards, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others' sites have been accepted despite having the same or similar characteristics as your site. You also understand that if we accept your application, such acceptance shall not imply that your site does not meet one or more of the criteria that would have permitted us to reject your application. If we reject your application, you are welcome to reapply to the program at any time.
3. Policies and pricing
Customers who buy Sepanta Soft services through the affiliate program will be deemed to be customers of Sepanta Soft.
Accordingly, all of our rules, policies and operating procedures concerning customer applications, customer service and sales of our services will apply to those customers. We may change our policies and operating procedures at any time.
If Sepanta Soft decides to change any of the price breaks offered to the partner, the partner will have 30 days to accept or reject the changes. By continuing to use the services, the partner agrees to the changes offered by Sepanta Soft. If the partner rejects the changes, the partner agrees to reject the offer in writing with 30 days notice.
4. Relationship of parties
You and Sepanta Soft are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this article.
With respect to the confidential information, you agree that:
You shall treat as strictly confidential and use all reasonable efforts to preserve the secrecy and confidentiality of all confidential information received from us, including implementing reasonable physical security measures and operating procedures.
You shall make no disclosures whatsoever of any confidential information to others, including but not limited to:
Any partner program strategy.
Any partner program marketing strategy.
In the event of any termination of this agreement, all confidential information in your possession shall be immediately returned to us. You shall provide full and voluntary disclosure to us of any and all unauthorized disclosures and/or unauthorized uses of any confidential information, and the obligations of this section shall survive such termination and remain in full force and effect.
You agree that we shall be entitled to seek all available legal and equitable remedies for the breach by you of this section.
6. Our responsibilities
We will be responsible for providing all information necessary to allow you to make the appropriate interface from your site to our site. We will be solely responsible for processing every application for our services, for tracking the number and amount of sales generated by your interface, and for providing information to you regarding sales statistics. Also, we will be responsible for credit card authorizations, payment processing and related customer service for our services.
7. Your responsibilities
You are solely responsible for ensuring that the content of your site and the products and services that you offer from your site comply with all applicable copyright and other laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material on your site in violation of the law or any agreement, and your indemnity, below, will protect us if you do so.
It is the sole responsibility of the partner that resells our services to ensure that all customer's who purchase our services agree to be bound by our current agreements and policies. The partner agrees not to change the agreements in anyway unless authorized by our representative in writing.
8. Licenses and use of our logos and trademarks
We grant you a non-exclusive, non-transferable, revocable right:
To access our site through the hyperlinks solely in accordance with the terms of this agreement.
Solely in connection with such hyperlinks, to use our logos, trade names, trademarks and similar identifying material relating to us, for the sole purpose of establishing a hyperlink to our site so users of your site can subscribe to our services.
Other than establishing a hyperlink from your site to our site, you shall not make any use of any licensed or proprietary materials without first obtaining our prior written consent. You shall not use the licensed materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the licensed and proprietary materials. We, in our sole discretion, may revoke your license at any time, by giving you written notice.
You grant to us a non-exclusive license to utilize your company name and logo, as the same may be amended from time to time, to advertise, market, promote and publicize in any manner your participation in the program with your prior approval, provided, however, that we shall not be required to so advertise, market, promote or publicize.
9. Limitation of liability
We will not be liable for indirect, special, incidental, exemplary, punitive or consequential damages, or for any loss of revenue, profits, or data, arising in connection with this agreement or the program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this agreement and the program will not exceed the total referral fees paid or payable to you under this agreement.
You hereby agree to indemnify and hold harmless Sepanta Soft, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees), and costs (any or all of the foregoing hereinafter referred to as "losses") insofar as such losses (or actions in respect thereof) arise out of or are based on:
Any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party.
Any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein.
The development, operation, maintenance and content of your site and products and services offered from your site.
Any claim related to your site, including, without limitation, content therein not attributable to us.
11. Compliance with this agreement
We reserve the express right under our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this agreement.
12. Special notices
Spamming will not be tolerated. If you are reported to either
Plimus or Sepanta Soft for spamming this program, you risk losing all sales generated and having your account terminated.
Please note that setting up an account merely to purchase for yourself is not allowed. Any sales generated in this manner will be cancelled and you will not receive commission for them.
Both parties can terminate this agreement with a 30 days notice. Either party can terminate the agreement immediately for material breach of this contract by the other party. We will continue providing all services to all customers referred by the partner upon the termination of this agreement.