Nov 1, 2021 01:00 CET - Onwards
30% of order sale amount
Actions are locked 2 month(s) and 5 day(s)after end of the month they are tracked
Actions are invoiced on the 6 of the monthafter they lock
Approved transactions are paid 30 day(s)after end of the month they are invoiced
Financial transactions covered by thisContract will be processed in the USD currency. Currency exchanges will occurwhen you or your partner(s) have set a different default currency in accountsettings.
The Contract can be changed or cancelled with1 day(s) notification to the media partner.
Reversal of performance advertising actionsare decided by the Advertiser governed by a max reversal percentage of 100%
This Agreement represents the terms andconditions which apply to your participation in TabsFolders AffiliateProgram (“Affiliate Program”). For purposes of this Agreement,"you" and "your" refer to the affiliate applicant who isaccepted into the Affiliate Program (defined below) and becomes an AffiliatePartner (defined below) and "we” or “us” refer to SYNNETRA CORP. with a principaladdress at 157 Adelaide St. W., Suite 270, Toronto, ON, Canada, M5H 4E7.
You understand that we work with a thirdparty vendor, SYNNETRA Corp. (hereinafter the “Vendor”) who pay certaincommissions for promoting specified products (Vendor Products (definedbelow). We are interested in signing you up as an Affiliate Partnervia https://www.tabsfolders.com/affiliate/affiliate-program (“TabsFolders Site”)so you can help promote the Vendor Products using the Licensed Material(defined below) supplied to us for use in connection with this AffiliateProgram so that we can generate sales of the Vendor Products. For salesgenerated we will be paid by the Vendor and we in turn will pay you a share ifyou assist us in this endeavour, provided you strictly comply with the terms andconditions outlined in this Agreement.
Execution of the Agreement. Byselecting the acceptance of this Agreement, you represent this Agreement hasbeen validly executed and delivered by you and constitutes a valid bindingobligation against you. You also acknowledge you have read and understand theterms and conditions of this Agreement and agree to be bound by all its termsand conditions.
Enrolment. To start the enrolmentprocess, you must submit a completed application through theTabsFolders Site. We will then review the application and determine, inour sole discretion, whether to accept or reject you as an affiliate partner.You may be rejected at our sole discretion, including for reasons that yourwebsite is deemed unsuitable, or it contains obscene, inappropriate orotherwise objectionable material. We will notify you regarding your applicationin a timely manner (typically 1-5 business days). Applications not completelyfilled out with contact name, company name, address, phone number, email address,website and description of your business will not be accepted. Yourepresent and warrant that all information you submit as part of yourapplication and all information you later submit tothe TabsFolders Site is truthful and accurate.
Welcome email; Tracking Your Promotions;Use of Links. If your application is accepted, you will be deemed an ”AffiliatePartner” and you will receive a welcome email containing pertinent informationregarding your account. In this welcome email you will receive a unique URL(your unique “Merchant ID”) to use on your website to send visitors to theVendor site(s) where visitors can purchase a license to the Vendor Products(“Vendor Store”).
Use of Permitted LicensedMaterials. If your application is accepted, as an Affiliate Partneryou have access to certain of Vendor’s licensed materials, including marks,logos, graphics, banner and content (including but not limited to, VendorProduct descriptions, data, marketing material, pictures, audio, video, text,images, photographs, diagrams, graphics and/or any other material or content,in any form or medium supplied by us to you via the TabsFolders Site)(collectively “Licensed Material”). If your application is accepted,while you are still an Affiliate Partner and during the term of this Agreement,and subject in each case to the restrictions set forth in this Agreement, youmay use the Licensed Material only for the limited purposes of linking to theVendor Store and promoting Vendor Products as permitted herein, and for noother purpose. For clarity, all promotions directed to Vendor Productshall be conducted using sanctioned Licensed Material, and you may not createderivatives of or modify such material in connection with your marketingactivities.
Vendor Brand Protection; Types ofPromotions Allowed and NOT Allowed.
Approved Marketing Forums and AllowedPromotions: You may only promote Vendor Products using the followingpromotions: Display advertising containing Licensed Material, Emailcontaining Licensed Material, Social media advertising using Licensed Material,Search, InText
In connection with permitted promotionsyou will comply with the following guidelines, policies and requirements:
Search Engine Marketing Policy
You understand and agree that thefollowing types of promotions are NOT allowed as part promotions of VendorProducts: No Incentives, No Brand Bidding, No Coreg, No Re-Brokering, NoStreaming, No Torrent, No Google Store, No Appstore, No Toolbar, No parkeddomain, domain redirecting or typo squatting with branded orcompetitor trademarked terms. You will also adhere to the followingblacklist/exclusion list of content and categories of content across allmarketing activities and you will not advertise on or in connection with anysite or content, using any promotional methodology, including paid search,affiliate marketing, social media, display advertising, paid media, social,search, Intext, native advertising paid media, etc., in connection with thefollowing “Blacklist/Exclusion list”:
Other Obligations and restrictions as anAffiliate. In performing under this Agreement, you represent and warrantand agree that you shall:
You understand the we can monitor yoursite and your marketing activities from time to time (although we are notmandated to do so). You also understand that we can mandate that you takedown or remove any promotion that we, or the Vendor deems objectionable for anyreason and failure to adhere to above restrictions or request to remove apromotion requested within a business day will be deemed a material breach ofthis Agreement.
Calculation of Your Commission;Your Revenue Share. During the Term of this Agreement, we willpay you an agreed upon Commission based on your Revenue Share percentage(described on the TabsFolders Site of the Net Revenue (defined below)generated from End Users (defined below) from a Qualified Program (definedbelow). For clarity, you will only earn Commissions on sales occurringduring the term of this Agreement and while we are still engaged with theVendor. Important Notice: Commissions will no longer be paid out onMonthly Subscription orders. This includes "1 Device/1 Month","5 Device/1 Month", and "10 Device/1 Month".
“Net Revenue” means the revenue recognizedby Vendor during the Term of our agreement with the Vendor from the sale to anEnd User of an initial subscription of Vendor Products, net of returns,cancellation, chargebacks, refunds, discounts, taxes (sales, withholding orotherwise), transaction processing fees (including foreign exchangecosts), and any other fees payable to third party partners of Vendor, includingfees payable ecommerce partners, technology partners (for bundled technologies,products, and features), licensors, or other distribution partners. For theavoidance of doubt, Net Revenue does not include any renewal subscriptionsales, upsells or cross-sells (unless it is a product or service purchased byan End User via an in-cart upsell offered at the point of acquisition).
“Vendor Product(s)” for the purposesof this Agreement, Vendor Products shall onlyinclude TabsFolders consumer products (specifically not anyenterprise products) or any later developed consumer products that are madeavailable through the Vendor Store for which promotional material is providedvia TabsFolders Site.
“End User” means an individual beingtagged as linking directly through a Qualified Program (definedbelow) whom during that visit after linking from a Qualified Program either(a) completes a transaction for a purchase of a subscription to TabsFolders Products atthe Vendor Store with the Vendor; or (b) .completes a transaction for a trialand as a result of that specific trial converts and purchases a subscriptionto TabsFolders Products from the TabsFolders.com web site.
“Qualified Program” means a digitalmarketing program carrying a unique tracking identifier (Merchant ID) providedto you for use in connection with your promotion of Vendor Products.
Commission Reports; Your commissionreports will be emailed on a monthly basis.
Term. The term of this Agreementshall commence on the date we accept your application into the AffiliateProgram and the Agreement and your rights hereunder will end when the Agreementis terminated by either party.
Termination. Either party mayterminate this Agreement at any time, with or without cause, by giving theother party written notice of termination. Notwithstanding any other provisionsof this paragraph, this Agreement shall terminate automatically in the event ofeither party's bankruptcy, insolvency or assignment for the benefit ofcreditors, and either party may terminate this Agreement effective immediatelyupon notice to the other party in the event our Agreement with the Vendorterminates or in the event of the conviction of, or commission by, the otherparty or any principal, officer, shareholder, member, manager, employee, agentor any partner of the other party of any crime which may adversely affect thegoodwill or reputation of either party. All accounts that have been inactivefor 24 months may also be terminated effective immediately with notice.Additionally, we may terminate this Agreement at the request of the Vendor(effective immediately) if you use the Vendor's name, logo, or graphics orinclude a link to the Vendor Store in any form of promotion prohibited by thisAgreement or applicable law or regulation or standards bodies covering onlineadvertising, including if you use unsolicited communication such as spam.
You agree to abide by the requirementsdefined in the Search Engine Marketing Policy for Partners and Affiliatessection.
Confidentiality. You acknowledgethat, in connection with this Agreement, You may obtain or gain access toinformation or data that is confidential and/or proprietary to us or to theVendor or our respective affiliates, actual or potential partners,customers, vendors or licensors, including but not limited to informationrelating to Vendor Products marketed hereunder, future products or technology,price lists, computer codes, trade secrets, know-how, inventions, techniques,processes, programs, algorithms, schematics, data, customer lists, customersubscriptions, or other customer or financial information and sales and marketingplans, white papers, contracts, etc. (“Confidential Information”). Youacknowledge that any Confidential Information received by you shall be receivedas a fiduciary and you agree that except as expressly and unambiguously allowedherein to perform under this Agreement, you shall hold in confidence and notuse or disclose any Confidential Information to any third party. You agree thatyou shall bind in writing your employees and contractors (if relevant) who haveaccess to Confidential Information to hold such information in confidence andnot to use or disclose the same except as expressly allowed herein for thepurposes outlined in this Agreement. You shall not be bound by this Sectionwith respect to information you can document at the date hereof has entered orlater enters the public domain as a result of no act or omission of you or youremployees, contractors, or agents.
Warranties, Disclaimer of Warranties andLimitation of Damages and Liability.
You agree that (1) this Agreementhas been duly and validly executed and delivered by you and constitutes yourlegal, valid, and binding obligation, enforceable against you in accordancewith its terms; and (2) that you has the full right, power, and authorityto enter into and be bound by the terms and conditions of this Agreement and toperform your obligations under this Agreement, without the approval or consentof any other party.
EXCEPT AS STATED HEREIN, NEITHER PARTY,NOR THE VENDOR PROVIDES ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIESREGARDING ANY SUBJECT MATTER OF THIS AGREEMENT, INCLUDING ANY OF ITS SERVICES,PRODUCTS OR OFFERINGS (INCLUDING VENDOR PRODUCT). ANY IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY ANDNON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, NEITHERPARTY MAKES ANY REPRESENTATION WITH RESPECT TO THE VENDOR STORE OR THAT VENDORSTORE IS ALWAYS AVAILABLE OR ACCESS TO IT WILL BE UNINTERRUPTED OR ERROR FREE,AND YOU AGREE THAT NEITHER WE NOR THE VENDOR WILL NOT BE LIABLE FOR THECONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS WITH RESPECT TO EITHER THE VENDORSTORE.
OUR AND OUR VENDOR’S AGGREGATE LIABILITYARISING OUT OF OR RELATING TO THIS AGREEMENT, UNDER ANY THEORY OF LIABILITY,INCLUDING CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLETHEORY FOR, SHALL NOT EXCEED THE AMOUNTS PAID TO OR OWED TO YOU HEREUNDERDURING THE TWELVE-MONTH PERIOD PRIOR TO THE DATE THE LIABILITY AROSE, AND (B)NEITHER US NOR OUR VENDOR SHALL BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIALOR CONSEQUENTIAL DAMAGES, LOST PROFITS, REVENUE, DATA, USE OR SAVINGS, OR COSTOF SUBSTITUTE PROCUREMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF OR HASKNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES AREFORESEEABLE.
Modification. ;We reserve theright to modify the terms of this Agreement with notice to you. Ata minimum, we will communicate any modification to you by posting updates tothe TabsFolders Site and we shall email you at the contactinformation provided. You may at that time chose to terminate the agreement andnot continue under the modified terms. However, if you choose to continueto promote or participate in the Affiliate Program outlined herein, yourcontinued participation after such modification will constitute youraffirmative acceptance to the modified terms and conditions.
Election of Remedy and Waiver. Theexercise of one right or remedy hereunder will not constitute an election orpreclude either party from exercising or pursuing all other rights or remediesavailable to them under the law or as provided herein. The failure of eitherparty at any time to require performance by the other party of any provisionhereof will in no way affect the right to require such performance at any timethereafter, nor will the waiver by either party of a breach of any provisionhereof constitute a waiver of any succeeding breach of the same or any otherprovision, or constitute a waiver of the provision itself.
Independent Business; Relationship ofParties. The parties to this Agreement and the Vendor are independentcontractors. There is no relationship of agency, partnership, jointventure, employment or franchise between the parties. Neither party norany of its employees nor the Vendor has the authority to bind or commit theother in any way or to incur any obligation on its behalf.
Assignment, Amendment andSeverability.
Neither this Agreement nor any rightshereunder or interest herein may be assigned by either party without thewritten consent of the other, which consent will not be unreasonably withheld.This Agreement constitutes the entire agreement between the parties and may notbe substituted, varied or abridged in any manner, except as provided herein. Inthe event any provision of this Agreement is found to be void or unenforceable,all remaining provisions of this Agreement will remain in full force andeffect.
Governing Law and Jurisdiction. ThisAgreement shall be governed by the laws of Ontario, Canada applicable tocontracts made and to be performed therein, without regard to its conflicts oflaw provisions or rules.