This Agreement
(hereinafter referred to as the Agreement) is made by and between
PromaSoft and you (hereinafter referred to as You or as the
Affiliate). Any arrangements with PromaSoft's service providers/suppliers/partners
and customers are outside the scope of this Agreement.
Terms of
Agreement
The period
of this Agreement will begin upon PromaSoft's acceptance of
your Affiliate registration and will end when terminated by
either party. Either you or PromaSoft may terminate this Agreement
at any time, with or without cause, by giving the other party
notice of termination by email.
You are only
eligible to earn referral fees (commissions) on sales occurring
during the period of the Agreement.
Under no circumstances
will PromaSoft accept any Affiliate who has or is connected
to any website that is used for pornographic, anti-family, anti-religious
or anti-government purposes. Should this clause be breached
in any way, PromaSoft reserves the right to remove the Affiliate
immediately without correspondence. Such termination is based
solely on the discretion of PromaSoft.
PromaSoft
reserves the right to modify any of the terms and conditions
contained in this Agreement, at any time and in their sole discretion,
by posting a change notice or a new agreement on this site.
Modifications may include, for example, changes in the scope
of available referral fees, fee schedules, payment procedures
and programme rules. If any modification is unacceptable to
you, your only recourse is to terminate this Agreement. Your
continued participatiion in the programme will constitute binding
acceptance of the change.
PromaSoft
will not be liable for indirect, special or consequential damages,
or any loss of revenue, profits or data, arising in connection
with this Agreement or the Programme, even if we have been advised
of the possibility of such damages. Furthermore, PromaSoft's
aggregate liability arising with respect to this Agreement and
the Programme will not exceed the total referral fees owing
to you under this Agreement.
You may not
assign this Agreement, by operation of law or otherwise, without
prior written consent from PromaSoft. Subject to that restriction,
this Agreement will be binding on, inure to the benefit of and
be enforceable against the parties and their respective successors
and assigns.
PromaSoft's
failure to enforce your strict performance of any provision
of this Agreement will not constitute a waiver of PromaSoft's
right to subsequently enforce such provision or any other provision
of this Agreement.
The term,
Affiliate, does not imply any formal association with PromaSoft
other than described in this agreement, and the Affiliate does
not have any right on the products, logos or trademarks provided
by PromaSoft or their suppliers or partners.
You are not
permitted to represent PromaSoft in any way other than displaying
links for promotional and marketing purposes.
You are free
to promote the links in all the ways recommended at our affiliates
site (www.autoreplying.com/affilates/affiliates.htm). However,
if you use Spam (in any way or form, including email and newsgroup
spamming), or offer PromaSoft's products on any Warez, Crack,
or Spam oriented site, your account will be immediately terminated,
and all outstanding commissions will be forfeited.
All promotional
links MUST NOT be placed on a page/position that can be defamatory
to PromaSoft or counter-productive. If requested by PromaSoft,
such links must be removed.
Only the banners/icons/texts
links recommended or approved by PromaSoft can be used. PromaSoft
reserves the right to replace banners and icons with others
of a similar dimension.
At the sole
discretion and invitation of PromaSoft, Affiliates may be offered
higher rates of commission, and may also become disassociated
from their original Parent Affiliate.
You shall
not cause any sales or referrrals to be made that are not in
good faith, including, but not limited to, artificially referring
yourself or any other member of your household as an affiliate
under you. Any breach in this clause will result in immediate
termination and forfeiture of your referral fees.
PromaSoft
reserves the right to evaluate your site and your promotional
materials from time to time to ensure that promotional rules
are respected.
Conditions
of Payment
PromaSoft
will credit you (the Affiliate) a commission on the sale price
of items sold through a direct referral or secondary referrals
(i.e. sales made through those who registered as Affiliates
via your PromaSoft link, and where you remain recorded as the
Parent Affiliate).The rate of this commission differs for direct
and secondary referrals and may vary according to products.
The rate of
commission credited to you is based on net receipts (i.e. not
including shipping or VAT), less the percentage payable to our
common CC processing company www.kagi.com.
PromaSoft
reserves the right to alter the rates, higher or lower, for
selected products without notice. PromaSoft's rates of commission
were based upon projections and we reserve the right to alter
these rates to align with future projections at any time without
notice. Any credit accumulating on sales made after such changes
have been applied will be at the new rates. You are not guaranteed
to have the same rate as at the time you registered.
PromaSoft
reserves the right to change the product prices from time to
time which may have an effect on the commission.
The
commission will be credited only when the payment
for the sale is cleared. If the customer requests
a refund or chargeback at a later time, the
original commission credited will be deducted.
Customers can request chargebacks as late as
6 months after purchase.
The
commission will only become payable when the
sale is cleared and the customer has not requested
a chargeback or refund. The total amount credited
to you has to exceed $200 (Two hundred US dollars,
approximately). If your commission payout is
less than $200, the amount is rolled over to
the next months until you acquire $200. You
at least need to have referred two sales before
any payments will be made.
Payments will
be made in US dollars, through a cheque drawn on a Belgian bank.
You can request
for commission payment in US dollars, payable by cheque drawn
on a US bank or via wire transfer. You will have to pay for
all costs incurred for such arrangements. (SWIFT)
PromaSoft
reserves the right to alter the standard exchange
rate and the rate adjustments without notice,
if the fluctuation in exchange rates become
too volatile or for any other reasons which
may deem it necessary for PromaSoft to make
such adjustments.
Any correspondence
relating to loss of the cheque in the mail, or inability to
cash the cheque, must be notified within a reasonable time to
let us decide on alternative payment method(s).
PromaSoft
will not be responsible for any system or software failure that
may result in the customer's sales being unrecorded.
You
agree not to make claims for outstanding credit,
if the amount is less than $200 (Two Hundred
US dollars) or for the other reasons mentioned
above (more than two sales)
In
the event of termination of this Agreement or
Programme, for whatever reason, PromaSoft's
sole responsibility ends at issuing a cheque
corresponding to the outstanding amount in your
credit, provided this amount exceeds $200 (Two
Hundred US dollars) or for the other reasons
mentioned above (more than two sales).
Any government
liability on the amount of commission received from PromaSoft,
including income tax, national insurance and any other tax imposed
by your state or nation of residence, will be the your sole
responsibility. PromaSoft reserves the right to request and
maintain sufficient detail, as necessary, to satisfy accountancy
regulations in whichever country you reside.
This Agreement
will be governed by the laws of the Belgium without reference
to rules governing choice of laws. Any action relating to this
Agreement must be brought in Belgium courts, and you irrevocably
consent to the jurisdiction of such courts.
YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL
ITS TERMS AND CONDITIONS.
