Last Updated: 28th August, 2014
THE PARTIES ARE:
Codewise spółka z ograniczoną odpowiedzialnością Sp. K.
With a registered office at Lubicz 17 H, 31 – 503 Cracow, Poland
Incorporated under the laws of Poland registered in the entrepreneurs register of the National Court Register held by District Court Krakow – Srodmiescie in Cracow XI Commercial Division (Sąd Rejonowy dla Krakowa – Śródmieścia w Krakowie XI Wydział Gospodarczy) under the number: KRS 0000402705,
Codewise EU VAT ID: PL5213623147,
Further referred to as: “Codewise”
and
The party submitting an application to become a participant of Voluum referral program,
further referred to as “Client”
1. General
1.1 These Terms and Conditions (hereinafter referred to as: Terms and Conditions) govern Client’s participation in the Voluum referral program described herein (the “Program”).
1.2 These Terms and Conditions constitute an integral part of Terms and Conditions for using Voluum (hereinafter referred to as: “Terms and Conditions for Voluum”). In matters not covered by provisions of these Terms and Conditions, Terms and Conditions for Voluum shall be applicable.In the event of any inconsistency between these Terms and Conditions and the Terms and Conditions for Voluum, these Terms and Conditions shall govern.
1.3 By registering as a participant of the Program, Client (a) agrees to be bound by these Terms and Conditions (b) represents and warrants he/she satisfies all of Client’s requirements provided in Terms and Conditions for Voluum.
1.4 These Terms and Conditions are effective as of the date Client registers as a participant of the Program. The registration is possible via Voluum.
2. Offer
2.1.In accordance to these Terms and ConditionsClient may refer Voluum to its potential users. For each referral (as defined below) Codewise shall pay to Client a Referral Fee.
2.2 A Referral must satisfy each of the following criteria:
a) the referred Voluum user must not be a current or past Voluum user and must register as a Voluum user subject to Terms and Conditions;
b) Codewise receives from the referred Voluum user all due payments in accordance with the Terms and Conditions and none of these payments is reversed or otherwise set aside as a potentially false transaction;
c) the referred Voluum user must reach Voluum register page by a link received by Client through the Program interface;
d) all the foregoing occurs during Client’s period of participation in the Program;
3. Qualification
3.1. Codewise reserves the right to deny or terminate access to the Program to anyone at any time, in its sole discretion.
3.2. Sites that promote the following will not be allowed to take part in Program:
a) Sexually explicit materials
b) Promote violence
c) Promote illegal activities
d) Violate intellectual property rights
4. Payouts
4.1 For each Referral Client shall receive a commission fee based on actual monthly recurring revenue generated by the referred Voluum user (Referral Fee). Current commission rate is determined on Voluum website http://voluum.com/referral-program/
4.2 All amounts referenced or payable under these Terms and Conditionsare in U.S. Dollars.
4.3 First billing period begins the day after the date of registration as a Program participant and ends with the nearest billing period provided for the use of Voluum accordingly to Terms and Conditions for Voluum. Subsequent periods shall correspond to the billing periods for the use of Voluum provided in the Terms and Conditions for Voluum.
4.4 For applications submitted on: 1st January, 1st April, 1st July or 1st October the billing period shall begin the next day after the registration.
4.5 Client acknowledges and agrees that if the Referral Fee does not exceed the total fee due for Client’s use of Voluum, Client shall receive only a discount equivalent to the Referral Fee and is not entitled to receive any payments. .
4.6 If the Referral Fee exceeds the total fee due for Client’s use of Voluum it shall be deducted from the total fee due for Client’s use of Voluum. Client shall receive outstanding Referral Fee on their banking account or via PayPal.
4.7 All activities related to the calculation of the Referral Fee or to the payment thereof shall be performed via Voluum. In particular Client acknowledges and agrees that Voluum may automatically generate and send to Codewise invoices for the Referral Fee.
4.8 Client shall provide Codewise with valid banking or PayPal account. Client is solely responsible ensuring its account information is accurate and current. Codewise will not be responsible for any payments not received due to Client failing to provide accurate and complete account information for payment.
4.9 The Referral Fee shall be paid within 90 days of the invoice date. The amount may be subject to earlier payment if total liability from Codewise to Client is above 100 (one hundred) United States Dollars.
4.10 Codewise reserves the right, in its sole discretion not to pay any Referral Fees to Client where Codewise determines Client’s actions are not consistent with the intent of the Program.
4.11 Client shall pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against Codewise. Client shall reimburse Codewise for the amount of any such taxes or duties paid or accrued directly by Codewise as a result of this transaction.
4.12 All amounts referenced or payable under these Terms and Conditions are considered to be gross amounts (i.e. including all applicable taxes, in particular VAT).
5. Fraud
5.1 Any Client found creating referee accounts under their own referral link will be automatically banned from the Program, and any and all payout accumulated will be forfeited.
5.2. Issues with the validity of any referees payment method will result in the automatic forfeiture of payout to Client.
6. Clients
6.1. Clients who purchase plans through the Program will be deemed to be clients of Codewise. Accordingly, all rules, policies and operating procedures concerning client orders will apply to those clients. Codewise may change its policies and operating procedure at any time. Prices and availability of Codewise’s products may vary from time to time.
7. Relationship
7.1 Both Client and Codewise, are entering agreement governed by these Terms and Conditions as independent contractors, and in no way are entering a formal partnership or joint venture. Client has no authority to represent Codewise on its behalf, make or discuss offers, or act as a representative of Codewise.
8. Modifications
8.1 Codewise reserves the right, in its discretion, to change, terminate or modify all or any part of the Program or these Terms and Conditions at any time. Changes will not apply retroactively and will become effective immediately after they are posted on Voluum website:http://voluum.com/referral-program/. Modifications concerning Referral Fee or payment thereof come into force at the beginning of next billing period.
8.2 All amendments or modifications will be binding if Client continues to participate in Program after modifications to these Terms and Conditions came into force.
9. Termination
9.1 Either Party may terminate this agreement at any time by providing notice to the other Party. Regardless of the circumstances, such termination shall not give rise to liability.
9.2 Client’s participation in the Program and this agreement are effective as long as Client is registered as a Voluum user.
9.3 In the event of a termination, Client will only receive Referral Fees that were earned in full for a Referral that occurred prior to the effective termination date.
10. Warranties
10.1 EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANT-ABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM AND REFERRAL LINKS ARE PROVIDED “AS IS” AND AT CLIENT’S OPTION AND RISK AND CODEWISE DOES NOT GUARANTEE ANY RESULTS.
10.2 CLIENT ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE REFERRAL LINKS OR THEIR PARTICIPATION IN THE PROGRAM. IN NO EVENT SHALL CODEWISE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF AGREEMENT GOVERNED BY THESE TERMS AND CONDITIONS OR THE REFERRAL PROGRAM, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE REFERRAL LINKS, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF CODEWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
10.3 IN ANY EVENT, CODEWISE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER AGREEMENT GOVERNED BY THESE TERMS AND CONDITIONS OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE REFERRAL LINKS OR PARTICIPATION IN THE PROGRAM IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO 50 USD.
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