You acknowledge and accept the following terms (the “Terms”), including the Subotiz Affiliate Program Agreement executed by Subotiz and you separately, which are incorporated herein by reference, which constitute the entire agreement (the “Agreement”) between you and Subotiz with respect to the Subotiz Affiliate Program (the “Program”).
Subotiz reserves the right to update and change these Terms for any reason by posting updates and changes to the Subotiz website, and such amendments to the Terms are effective as of the update date. You are advised to check these Affiliate Terms from time to time for any updates or changes that may impact you. If you do not accept such changes/amendments, you must contact us immediately.
1. Definitions
“Affiliate Partner”, “Partner” or “you” means a partner who has been approved by Subotiz to join the Subotiz Affiliate Program by agreeing to this Agreement, and who promotes the Service and refers the Prospects via the Affiliate link or QR Code assigned by Subotiz (“Affiliate Link”). “Active Merchant” means the Prospect who (i) registers a Subotiz account to use the Service during the Term in accordance with the Subotiz Affiliate Program Agreement, and (ii) completes its first successful transaction through the Service during the Term.
“Calendar Quarter” “Confidential Information” means information, data, or materials in tangible or intangible form that are trade secrets of, or proprietary and confidential to, the disclosing party or its affiliated companies, or its or their clients or business partners, including as may be so designated by statute, regulation, or common law, or which are marked as “Confidential” or which, by their nature and the context of their disclosure, should reasonably be known to be confidential.“Gross Merchandise Volume (GMV)” means the total transaction amount paid by customers to Active Merchants through the Service. For the avoidance of doubt, the transaction amount paid of the transactions involving refund and chargeback shall not be included in the calculation of the GMV.“Fees” means the respective referral fee, commission, revenue share and/or other fees which Affiliate Partner is entitled to pursuant to this Agreement.“Prospects” means any leads that Affiliate Partner refers to Subotiz to use the Service. “Service” means the billing and payment solution service provided by Subotiz.2. Partner Rights and Obligations
2.1 Affiliate Link will be made available to you to refer Prospects to Subotiz. You agree to only use Affiliate Link obtained from Subotiz, and not to manipulate, alter or otherwise modify any Affiliate Link (including, without limitation, any linking code). If you have any requirement of any modification to the Affiliate Link, including but not limited to alteration, suspension or removal of the links, you shall communicate with Subotiz and obtain prior written consent in advance.
2.2 You shall use commercially reasonable efforts and bear all costs and expenses unless otherwise stated to identify and refer Prospects to Subotiz.
2.3 You shall not make any representations, warranties, undertakings or commitments binding Subotiz without the prior written consent.
2.4 You shall not enter into any legal agreement (whether oral or written) with any Prospects on behalf of Subotiz.
2.5 You acknowledge and agree that you will be responsible for the performance of all of your obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any of your affiliates or subsidiaries.
2.6 You shall comply with all applicable data protection laws and regulations, and only process personal information and data according to applicable protection laws and regulations.
2.7 Partner represents and warrants to Subotiz that:
2.7.1 performance of its obligations under this Agreement shall not conflict with or result in a breach of any agreement to which it is a party or is otherwise bound by;
2.7.2 it shall not discredit or damage the good name or reputation of Subotiz;
2.7.3 all the referrals relating in any way to Subotiz shall be in compliance with applicable laws, rules and regulations;
2.7.4 it shall not make any misrepresentation or provide misleading information in relation to the Service; and
2.7.5 it shall not engage in any prohibited and restrictive behaviors stipulated in this Agreement.In the event of breach of Clause 2.7, any due and accrued Fees may be canceled and Subotiz reserves the right to cancel or change the Fees unilaterally upon providing written notice to Partner, or require Partner to return any and all Fees paid to Subotiz.
2.2 You shall use commercially reasonable efforts and bear all costs and expenses unless otherwise stated to identify and refer Prospects to Subotiz.
2.3 You shall not make any representations, warranties, undertakings or commitments binding Subotiz without the prior written consent.
2.4 You shall not enter into any legal agreement (whether oral or written) with any Prospects on behalf of Subotiz.
2.5 You acknowledge and agree that you will be responsible for the performance of all of your obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any of your affiliates or subsidiaries.
2.6 You shall comply with all applicable data protection laws and regulations, and only process personal information and data according to applicable protection laws and regulations.
2.7 Partner represents and warrants to Subotiz that:
2.7.1 performance of its obligations under this Agreement shall not conflict with or result in a breach of any agreement to which it is a party or is otherwise bound by;
2.7.2 it shall not discredit or damage the good name or reputation of Subotiz;
2.7.3 all the referrals relating in any way to Subotiz shall be in compliance with applicable laws, rules and regulations;
2.7.4 it shall not make any misrepresentation or provide misleading information in relation to the Service; and
2.7.5 it shall not engage in any prohibited and restrictive behaviors stipulated in this Agreement.In the event of breach of Clause 2.7, any due and accrued Fees may be canceled and Subotiz reserves the right to cancel or change the Fees unilaterally upon providing written notice to Partner, or require Partner to return any and all Fees paid to Subotiz.
3. Subotiz Rights and Obligations
3.1 Subotiz, reserves the rights in its sole discretion to determine whether the referred merchant belongs to Prospect. You will be deemed to have introduced only those Active Merchants that access and register Subotiz from the Affiliate Link assigned to you by Subotiz. You shall not be deemed to have discovered any Prospects and shall not be entitled to receive the Fees for Prospect:
3.1.1 who is contacted by Subotiz, before being identified and introduced by you to Subotiz; or
3.1.2 who registered a Subotiz account independently of any referral by Affiliate Partner; or
3.1.3 who is referred to Subotiz by another third Party.
3.2 In respect of the Fees to be refunded and any other fees to be payable by Affiliate Partner to Subotiz (if any) under the Agreement, Subotiz is entitled to directly deduct them from the Fees payable to Partner.
3.3 Any due and accrued Fees shall be paid to Affiliate Partner, provided that there is no default or breach of this Agreement by Affiliate Partner. For the avoidance of doubt, if Subotiz terminates this Agreement due to the default of Affiliate Partner, any due and accrued Fees will be canceled.
3.4 Subotiz reserves the rights in its sole discretion to refuse and accept any Prospect and to terminate any Subotiz account of the Active Merchant. All Services provided by Subotiz shall be governed by Subotiz Online Service Terms (as defined below).
3.5 Subotiz reserves the right to (i) demand and receive information from you about any Prospects, including but not limited to information with respect to traffic sources and methods used to acquire the Prospects, and (ii) assess the legitimacy and qualification of such Active Merchants for the purposes of determining whether the Fees is payable for such Active Merchant. Subotiz will not be responsible to pay any Fees for an Active Merchant owned in whole or in part by an Affiliate Partner or Affiliate Partner’s employer.
3.1.1 who is contacted by Subotiz, before being identified and introduced by you to Subotiz; or
3.1.2 who registered a Subotiz account independently of any referral by Affiliate Partner; or
3.1.3 who is referred to Subotiz by another third Party.
3.2 In respect of the Fees to be refunded and any other fees to be payable by Affiliate Partner to Subotiz (if any) under the Agreement, Subotiz is entitled to directly deduct them from the Fees payable to Partner.
3.3 Any due and accrued Fees shall be paid to Affiliate Partner, provided that there is no default or breach of this Agreement by Affiliate Partner. For the avoidance of doubt, if Subotiz terminates this Agreement due to the default of Affiliate Partner, any due and accrued Fees will be canceled.
3.4 Subotiz reserves the rights in its sole discretion to refuse and accept any Prospect and to terminate any Subotiz account of the Active Merchant. All Services provided by Subotiz shall be governed by Subotiz Online Service Terms (as defined below).
3.5 Subotiz reserves the right to (i) demand and receive information from you about any Prospects, including but not limited to information with respect to traffic sources and methods used to acquire the Prospects, and (ii) assess the legitimacy and qualification of such Active Merchants for the purposes of determining whether the Fees is payable for such Active Merchant. Subotiz will not be responsible to pay any Fees for an Active Merchant owned in whole or in part by an Affiliate Partner or Affiliate Partner’s employer.
4. Fees
4.1 Subject to your compliance with this Agreement, for each Active Merchant, Subotiz agrees to pay you the Fees based on the commission plan agreed in the Subotiz Affiliate Program Agreement executed separately, provided that the Active Merchant shall always comply with Subotiz Terms of Service (https://www.subotiz.com/terms-of-service), Privacy Policy (https://www.subotiz.com/privacy-policy) , Acceptable Use Policy (https://www.subotiz.com/acceptable-use-policy) and any other exhibits or addenda attached hereto or thereto (“Subotiz Online Service Terms”).
4.2 In the event that there is any refund or chargeback of GMV to be returned to the customer of the Active Merchant, Affiliate Partner shall fully refund the corresponding Fees paid by Subotiz.
4.3 The calculation of the GMV and the Fees amount shall be conducted and solely determined by Subotiz.
4.4 Subotiz may, in its sole discretion, adjust the Fees under this Agreement from time to time upon providing prior reasonable written notice to you.
4.5 Failure to comply with any provisions of the Agreement may result in a loss and/or reduction of Fees , which decisions shall be made by Subotiz in Subotiz’s sole discretion. If you breach the Agreement or otherwise engage in any behavior which Subotiz deems improper, in each case as determined by Subotiz in its sole discretion, you may not receive any Fees. Subotiz reserves the absolute right, which it may exercise at any time for any reason, without any liability to you, to cancel, reduce or reverse the Fees, modify the payment terms or suspend you from the Program.
4.2 In the event that there is any refund or chargeback of GMV to be returned to the customer of the Active Merchant, Affiliate Partner shall fully refund the corresponding Fees paid by Subotiz.
4.3 The calculation of the GMV and the Fees amount shall be conducted and solely determined by Subotiz.
4.4 Subotiz may, in its sole discretion, adjust the Fees under this Agreement from time to time upon providing prior reasonable written notice to you.
4.5 Failure to comply with any provisions of the Agreement may result in a loss and/or reduction of Fees , which decisions shall be made by Subotiz in Subotiz’s sole discretion. If you breach the Agreement or otherwise engage in any behavior which Subotiz deems improper, in each case as determined by Subotiz in its sole discretion, you may not receive any Fees. Subotiz reserves the absolute right, which it may exercise at any time for any reason, without any liability to you, to cancel, reduce or reverse the Fees, modify the payment terms or suspend you from the Program.
5. Term
5.1 This Agreement shall take effect on the date on which the Subotiz Affiliate Program Agreement is duly executed by both Parties and remain in force unless earlier terminated in accordance with this Agreement.
5.2 Without affecting any other rights or remedies, Subotiz may terminate this Agreement at any time on providing no less than 15 days’ written notice to Affiliate Partner.
5.3 This Agreement may be terminated with immediate effect by either Party on providing written notice to the other Party in the event that:
5.3.1 the other party is in material breach of this Agreement, and (i) where such breach is capable of cure, fails to cure such breach within seven (7) days after receipt of written notice specifying the breach; or (ii) where such breach is not capable of cure, upon written notice of such breach.;
5.3.2 the other party becomes insolvent, files for bankruptcy, goes into liquidation or receivership, or undergoes any similar proceedings related to the winding up or cessation of its business operations; or
5.3.3 the terminating Party, acting reasonably determines that the other party has posed a level of risk and/or exposure (including operation or reputation risk) to the terminating party.
5.4 Unless otherwise stipulated, termination of this Agreement for any reason does not relieve either party of its obligations and responsibilities, and does not affect the rights and remedies of the other party as of the termination of this Agreement.
5.2 Without affecting any other rights or remedies, Subotiz may terminate this Agreement at any time on providing no less than 15 days’ written notice to Affiliate Partner.
5.3 This Agreement may be terminated with immediate effect by either Party on providing written notice to the other Party in the event that:
5.3.1 the other party is in material breach of this Agreement, and (i) where such breach is capable of cure, fails to cure such breach within seven (7) days after receipt of written notice specifying the breach; or (ii) where such breach is not capable of cure, upon written notice of such breach.;
5.3.2 the other party becomes insolvent, files for bankruptcy, goes into liquidation or receivership, or undergoes any similar proceedings related to the winding up or cessation of its business operations; or
5.3.3 the terminating Party, acting reasonably determines that the other party has posed a level of risk and/or exposure (including operation or reputation risk) to the terminating party.
5.4 Unless otherwise stipulated, termination of this Agreement for any reason does not relieve either party of its obligations and responsibilities, and does not affect the rights and remedies of the other party as of the termination of this Agreement.
6. Intellectual Property
6.1 Either party shall retain all right, title and interest in and to its technology and intellectual property rights. Either party grants to the other party a non-exclusive, non-transferable, revocable, non-sublicensable, limited license for the term of this Agreement to use the granting party’s technology and intellectual property solely as required and to the extent necessary for the other party to perform its obligations or exercise its rights under this Agreement only. Except as licensed above, the Agreement does not entail any transfer or assignment of any technology and intellectual property rights. There are no implied licenses under the Agreement, and any rights not expressly granted in the Agreement are reserved by the granting party.
6.2 Both parties assure that any information provided in pursuant to this Agreement will not violate or in any way infringe upon the rights of third parties, including property, contractual, employment, trade secrets, proprietary information and non-disclosure rights, or any trademark, copyright or patent rights.
6.2 Both parties assure that any information provided in pursuant to this Agreement will not violate or in any way infringe upon the rights of third parties, including property, contractual, employment, trade secrets, proprietary information and non-disclosure rights, or any trademark, copyright or patent rights.
7. Indemnification and Limitation of Liability
7.1 Either Party agrees, to the fullest extent permitted by law, to indemnify and hold harmless the other party, its directors, officers, employees, affiliates, and agents, against any and all damages, liabilities, or costs including reasonable attorneys’ fees and defense costs, arising out of or in any way connected with (a) breach of this Agreement, (b) infringement of any third party’s intellectual right, (c) failure to comply with applicable laws, (d) Affiliate Partner’s statements (including advertising materials) relating to the relationship between both Parties, and (e) any other actions or omissions resulting in liability to the other party.
7.2 Neither Party shall be liable to the other party for indirect, special, incidental, punitive or consequential damages of any kind or nature whatsoever arising from or related to this Agreement.
7.3 EXCEPT IN RESPECT OF EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER IF AND AS APPLICABLE, EITHER PARTY’S AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION FROM ANY BREACH OF ANY REPRESENTATION, WARRANTY OR OTHER PROVISION WILL BE LIMITED TO THE SUM OF ALL AMOUNTS PAID TO THE AFFILIATE PARTNER UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
7.2 Neither Party shall be liable to the other party for indirect, special, incidental, punitive or consequential damages of any kind or nature whatsoever arising from or related to this Agreement.
7.3 EXCEPT IN RESPECT OF EITHER PARTY’S INDEMNIFICATION OBLIGATIONS HEREUNDER IF AND AS APPLICABLE, EITHER PARTY’S AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT, INCLUDING WITHOUT LIMITATION FROM ANY BREACH OF ANY REPRESENTATION, WARRANTY OR OTHER PROVISION WILL BE LIMITED TO THE SUM OF ALL AMOUNTS PAID TO THE AFFILIATE PARTNER UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
8. Confidentiality
Either Party shall maintain the confidentiality of the Confidential Information, and shall not disclose such Confidential Information to any third party without prior written consent. Any unauthorized disclosure of the Confidential Information of its employee, officer, executive, director, representative, agent or its affiliate shall constitute a breach of this provision.
