ORDERSOFTWARE.EU AFFILIATE PROGRAM MEMBERSHIP AGREEMENT

THIS ORDERSOFTWARE.EU AFFILIATE AGREEMENT (this “Agreement”) is entered into by and between STIRA Electronic SRL, with its principal place of business at 3D Mihai Viteazu Street, 545400, Sighisoara, ROMANIA (STIRA) and you (“You” or “Affiliate”).

RECITALS

  • WHEREAS, STIRA has developed and operates a service that offers You incentives for placing links on your website pointing to STIRA’s Client’s website; and
  • WHEREAS, You must accept this Agreement in full, by clicking on the “Become an Affiliate” button on the stira.ro website, to become an Affiliate; and
  • WHEREAS, You may not use this service if you do not accept the terms of this Agreement;
  • NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

AGREEMENT

  1. DEFINITIONS.
    The following capitalized terms will have the meanings ascribed to them below.

    1. “Affiliate Payment” means commission earned by Affiliate for successfully completed and valid Sales of Client Products promoted by Affiliate.
    2. “STIRA Affiliate Program” means the affiliate marketing program outlined in this Agreement.
    3. “STIRA Online Store” means an online store located on the Internet through which STIRA offers or resells Client Products to Customers.
    4. “Client” means the supplier of those products or services that the Affiliate wishes to promote through the Affiliate’s Website
    5. “Client Marks” means the name, trademarks, service marks, trade names, logos and other designation of origin of Client.
    6. “Client Product” means (a) an unlock key, serial number, authorization key or number, download link, or similar code or mechanism that enables the Customer to access, use, or continue to use, the Client Software; or (b) any other additional product or services that STIRA offers or resells for Client.
    7. “Customer” means an individual or entity that purchases Client Products from STIRA.
    8. “Order” means an order of a Client Product by a Customer through the STIRA online store.
    9. “Referral Links” means a link that You have added to a website, email, or other electronic location and that contains the specific tracking information provided to You by STIRA in connection with Your participation in the STIRA Affiliate Program.
    10. “Sale” means the purchase of a Client Product by a Customer who was referred to the STIRA Online Store through a Referral Link for which STIRA has received full payment from the Customer.
  2. THE SERVICE

    1. Link Placement - The Affiliate is allowed to place Referral Links to the STIRA Online Store or a website of a Client after such Client has accepted and approved the Affiliate as affiliate entitled to promote Client Products within the STIRA Affiliate Program. The Affiliate may not place Referral Links in newsgroup, on message boards, in unsolicited email or any other inappropriate locations. The Affiliate also may not place links that mislead Customers.
    2. Amendment - STIRA reserves the right to modify or change this Agreement and/or the Affiliate Program at any time. The Affiliate will be notified of any such modifications or changes via email or by announcement on the STIRA website. If the Affiliate does not agree to the modifications or changes, the Affiliate must remove and cease using any Referral links immediately.
  3. OBLIGATIONS OF THE AFFILIATE

    1. Affiliate Content - The Affiliate is solely responsible for any content or information ("Affiliate Content") shown together with or associated with the Referral Links in any way. Any Affiliate Content shall conform to all applicable laws and regulations at all times.
    2. Minimum Age - If the Affiliate is a natural person, this person must be eighteen (18) years of age or older.
    3. Correct Information - The Affiliate represents and warrants that any information provided to STIRA in connection with the Affiliate Program is accurate and true at all times and the Affiliate is responsible for notifying STIRA of any information changes during the term of this Agreement.
    4. Artificial Traffic - The Affiliate may not generate or contribute to the generation of artificial traffic to and/or through the Referral Links or website of Clients.
  4. OBLIGATIONS OF STIRA

    1. Monitor Traffic - STIRA shall use best efforts to monitor and account for Sales.
    2. Referral Payments - STIRA will pay to the Affiliate all amounts due under this Agreement.
  5. REMUNERATION

    1. Successful Sales - STIRA, in its sole discretion, shall determine which Orders entitle the Affiliate to an Affiliate Payment.
    2. Commission - The Affiliate Payment that the Affiliate is entitled to as set forth in this Section is based upon the commission agreed upon between the Client and the Affiliate. Basis for the calculation of the Affiliate Payment is the amount actually collected by STIRA for the respective Order, excluding, if applicable VAT, sales tax, shipping, handling or other such fees, taxes, or customs.
    3. Payment Timing - Payments of Affiliate Payments to Affiliates are made once a month by STIRA and are made in arrears once the Affiliate has accrued at least $/€100.00 (the "Affiliate Minimum Payout") of Affiliate Payments in the respective payment period. If the Affiliate does not have at least the Affiliate Minimum Payout accrued, then STIRA will hold the accrued amounts until the Affiliate Minimum Payout has been accrued in any given month.
    4. Payment Service - Any Affiliate Payment made to the Affiliate is actually made on behalf of the Client and STIRA is only acting as a service provider for such payment. This payment does not create an ongoing relationship between STIRA and the Affiliate beyond the relationship expressly created by this Agreement, nor does STIRA have any ongoing payment obligations to the Affiliate beyond the obligations expressly created hereby.
    5. Processor Chargebacks - You understand that Processor Chargebacks may occur for some time after a successful Sale. As such, the Affiliate may receive an Affiliate Payment for a Sale that is later subject to a Processor Chargeback. In such case, STIRA will deduct such Affiliate Payment from later payouts of Affiliate Payments. A “Processor Chargeback” means a reversal of a payment (excluding cash payments) in which
      • (a) the issuer or payment provider of the respective payment method (the “Payment Provider”) credits the amounts charged to the account of a Customer in connection with ordering Client Products back to such account after the Customer successfully disputes the transaction; and
      • (b) the Payment Provider deducts such amounts from a STIRA account, regardless of whether STIRA consented to such credit.
  6. LIMITS ON STIRA LIABILITY

    1. Service Warranty - STIRA does not warrant or guarantee the performance or availability of STIRA's Online Store, the STIRA Affiliate Program, the Referral Links, or the websites of the Clients or any related links and linked websites.
    2. Negligence - STIRA shall not be liable for costs or damages incurred by the Affiliate arising out of this Agreement unless caused directly by the gross negligence or intentional misconduct of STIRA in providing it's obligations hereunder.
    3. Client and Client Products - STIRA shall not be liable for Clients and Client Products and makes no representations or warranties as to features or the performance of Client Products or the performance, or lack thereof, of any duties or obligations of Clients.
  7. TERM AND TERMINATION

    1. Acceptance - This Agreement will be entered into upon Affiliate’s acceptance by clicking the “Join STIRA Affiliate Program” button. The Affiliate also represents and warrants that he or she has read and understood the terms and conditions of this Agreement and has full right, power, and authority to enter into this Agreement.
    2. Termination - The parties may terminate this Agreement at any time with immediate effect by giving the other party written notice. The Affiliate must cease to use the service and agrees to remove any Referral Links that are used upon termination.
  8. INDEMNIFICATION

Affiliate will, upon request by STIRA, defend, indemnify, and hold STIRA and it's affiliates, directors, officers, employees, agents, Clients and Customers harmless from and against any and all claims, losses, liabilities, damages, costs, and expenses (including attorneys’ fees, expert witness fees, and court costs) directly or indirectly arising from or relating to (a) any breach of or inaccuracy in any representations or warranties made by Affiliate in this Agreement.

  1. GENERAL

    1. Notice - Any notice, approval, authorization, consent, or other communication required to be delivered to STIRA under this Agreement must be in writing and will be deemed properly delivered and given on receipt (or when delivery is refused) if delivered
      • (a) by hand, or
      • (b) by courier or express delivery service, or
      • (c) by facsimile (with a copy sent by postage prepaid first-class mail) to the address or facsimile number set forth below:
        STIRA Electronic SRL
        Str.Mihai Viteazu nr.3D
        545400, Sighisoara, ROMANIA
        Attention: STIRA Affiliate Program
    2. Governing Law and Venue - This Agreement will be construed in accordance with and governed in all respects by the laws of Romania. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. Exclusive venue is Sighisoara, Romania.
    3. Assignment - Affiliate may not assign or transfer any rights under this Agreement or delegate any obligations or duties under this Agreement without STIRA’s prior written consent. Any attempted assignment or delegation without such consent will be null and void.
    4. Severability - If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
    5. Independent Contractors - This Agreement is not intended to establish any partnership, joint venture, employment, or other relationship between the parties, except that of independent contractors.
    6. Construction - The section headings in this Agreement are for convenience of reference only, will not be deemed to be a part of this Agreement, and will not be referred to in connection with the construction or interpretation of this Agreement. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including,” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” All references in this Agreement to “Sections” are intended to refer to sections of this Agreement.
    7. Force Majeure - If a Party’s inability to perform this Agreement, or any obligation hereunder, is the result of an Act of God (e.g. fire, flood, epidemic, or earthquake); war or act of terrorism, including chemical or biological warfare; governmental acts, orders or restrictions; or any other reason where failure to perform is beyond the reasonable control, and is not caused by the negligence, intentional conduct or misconduct of the defaulting party, and the defaulting party has exercised all reasonable efforts to avoid or remedy such force majeure, then the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference.
    8. Entire Agreement - This Agreement contains the entire understanding of the parties relating to the subject matter hereof and supersedes all prior or contemporaneous agreements, communications, and understandings between the parties (whether written or oral) relating to the subject matter hereof.

Step 1: Representative


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