ALBATO EMBEDDED
AFFILIATE AGREEMENT
This Affiliate Agreement (the "
Agreement") is made by and between you (the “Partner “) and Albato Limited, the company incorporated under the laws of Cyprus, registration number HE-420916, registered office at Vasilissis Freiderikis, 34 Flat/Office 106, 1035, Nicosia, Cyprus,
Jointly referred to as the "
Parties", and each separately as a "
Party",
Once accepted by you by (i) clicking relevant checkbox at https://market.partnerstack.com/page/albato at PartnerStack Platform, (ii) registration by filling in all requested data, (iii) confirming your entry into agreement by Albato either by confirming email indicated at registration via email or via PartnerStackPlatform, this Agreement becomes a valid and enforceable agreement for both Parties. Albato reserves right to reject any application on its sole discretion. The Partner guarantees and warrants it has right to enter into this Agreement, whether as natural person being at least 18 years old, or an authorized person for a legal entity.
WHEREAS, Albato provides software product being Albato cloud-based integration platform (the "
Product") which may be made available via
www.albato.com (including sub-domains) (the "
Albato website") that offers integrated services and technology solutions by applications and software for telecommunications, call tracking, data analysis, marketing, call back, Google tools and social networks, content management systems, messaging services, accounting, webinar, and logistics services;
WHEREAS, the Product simplifies the use of several applications optimizing the business of Albato clients, based on a single, simple and secure integration solution, meeting requirements for data protection legislation, allowing auditing and simplifying the maintenance of integration;
WHEREAS, Albato provides embedded and non-embedded end-user services/licenses (each, "
License Agreement") to its clients by way of granting the non-exclusive right to use the Product on the terms of the License Agreement (the "
Albato Services"),
WHEREAS, the Partner has relevant experience and wants to promote Albato and Albato Services in order to attract new clients to enter into License Agreements with Albato.
Then the Parties agreed as follows:
1. Definitions
"Ad Campaign" means a particular advertising campaign run by Albato terms of which, including target clients, remuneration rules and other material terms, are published in Personal account. Albato shall not have obligation to grant the Partner access to all Ad Campaigns, Partner may be granted access only to a limited number of Ad Campaigns.
"Partner" shall have the meaning assigned to it in Recitals;
"Albato" shall have the meaning assigned to it in Recitals;
"Albato Services" shall have the meaning assigned to it in Recitals;
"Albato website" shall have the meaning assigned to it in Recitals;
"Customer" means a software/SaaS/tech/integrator company, agency, or other types of b2b customer or a natural person;
"Licence Agreement" shall have the meaning assigned to it in Recitals;
"New Customer" means a Customer , referred by the Partner , who entered into a Licence Agreement with Albato and made at least one payment under this agreement. Each New Customer shall be reflected in the Statistics;
"PartnerStack Platform" means the proprietary Software as a Service Platform offered by PartnerStack through which Albato may manage its Ad Campaigns to enable Partners to market, refer or sell Albato Product.
"Personal account" means Partner ’s personal area on PartnerStack Platform available to the Partner after entering into this Agreement and being accessible by entering Partner ‘s unique login and password.
"Product" shall have the meaning assigned to it in Recitals;
"Prohibited actions", "Prohibited action" means actions listed in Section 5.1 hereof;
"Rate" shall have the meaning assigned in Section 6.2. hereof.
"Referral link" means a special hyperlink to Albato website, which is individual for every Partner, which Partner has right to place on its websites or make available to potential Albato customers by other means, not prohibited hereunder. In case a potential customer clicks on Referral link, then potential customer’ browser receives a cookie which identifies particular Partner in order to assign to it within next seven (7) days a Licence agreement entered into between such potential customer and Albato. "First Cookie Wins" principle shall be used to determine proper Partner to assign a potential customer. Albato shall not be responsible in case a potential customer deletes any cookie on its side before expiration of 7 days period and shall not be obliged to pay any Reward for such potential customer even in case this customer further enters into a License Agreement; Referral link is located in the Partner Personal account.
"Reward" means remuneration to be paid to the Partner for referring New Customers subject to the terms and conditions hereof; Reward is not guaranteed and is payable based on successful cases where Albato signs a Licence Agreement with New Customer and receives payment from it .
"Restricted materials" means materials listed in Section 5.2. hereof;
"Statistics" means data on New Customers and earned Reward reflected in the Personal account. Statistics is prepared by Albato and shall be deemed conclusive unless the Partner provides reliable proof to contest it.
2. Subject Matter
2.1. The Partner hereby undertakes and agrees to provide Albato services to promote Albato Services, aimed to attract and refer Albato New Customers by any means not prohibited hereunder or by applicable law. Albato undertakes and agrees to pay the Partner Reward for referred New Customers in the manner and terms set forth herein.
3. Rights and Responsabilities of the Parties
3.1. Albato has an obligation to:
- Provide Partner 365/24/7 (except for technical maintenance periods and periods of troubleshooting and save for the situations it is blocked for breach by the Partner hereunder and subject in all cases to Section 4 hereof) access to Partner Personal account.
- Provide Partner ate a Referral link;
- Provide Partner reasonably necessary and accurate information about Albato Services.
- Provide Partner with information on Ad Campaigns available for the Partner .
- Provide Partner e reasonable technical and information support to facilitate Partner ’s performance hereunder.
- Provide Partner Statistics.
- Pay to the Partner Reward for the services rendered, on time and in full, under the agreed terms and conditions.
3.2. Albato has the right to:
- Unilaterally and at its own discretion, change the terms and conditions of any License Agreement and/or Ad Campaigns.
- Enter into service agreements with other Partners or use any other legal ways to promote Albato Services at its own discretion.
- Terminate this Agreement on the terms and conditions hereof.
- Request the Partner to stop promoting Albato and Albato Services and/or remove advertisement and other materials as well as Partner referral from any website or other means of promoting at Albato’s own discretion.
3.3. Partner has the right to:
- Receive Reward earned timely and in full on the agreed terms and conditions.
- Receive from Albato reasonably necessary and accurate information and content, if available or applicable, about Albato and Albato Services to perform hereunder.
- Access Partner’s Personal account and check its balance 365/24/7 (except for technical maintenance periods and periods of troubleshooting and save for the situations it is blocked for breach by the Partner hereunder and subject in all cases to Section 4 hereof).
- Monitor Partner’s performance hereunder at any time without interfering with Partner’s business processes.
- Terminate this Agreement on the terms and conditions hereof.
3.4. Partner is obliged to:
- Provide services in good faith and using best industry practices.
- Keep safe from third parties login and password to the Partner’s Personal account, and unless the Partner timely and beforehand informs Albato that login and password became known to a third party, all actions made with such account shall be deemed to be made by the Partner and can’t be challenged by it.
- Provide accurate payment details, Partner shall be solely responsible for providing payment details, and Albato shall not be obliged to check the details provided by the Partner .
- Use solely legal means of promoting Albato and Albato Services and refrain from any Prohibited Actions.
- Use only materials and content provided by Albato (in customizable or non-customizable form at Albato’s sole discretion), for promoting Albato, Albato Services, and Product, unless the Partner is provided with a guidelines to be used to stick to Albato brandbook and Albato expressly authorizes the Partner to create its own materials, provided these are compliant to the guidelines.
- Stop promoting Albato and Albato Services and/or remove advertisement and other material as well as Partner referral from any website or other means of promoting promptly and within the timeframe indicated by Albato, if so requested by Albato.
- Terminate any activity to promote and/or make any statements or references to Albato and Albato Services and delete all Partner advertising materials in case of termination hereof.
- Refrain from soliciting Albato or its affiliates employees to become an employee of the Partner or any Partner client, as well as not take any effort to cause any of Albato’s existing and/or prospective customers (with proven communication with Albato) to become a customer of any Albato competitor that offers the same or similar services, for the period of validity thereof plus 12 months after the expiration of this Agreement .
4. Albato website, Albato services and Product availability
4.1. Nothing herein shall be construed as Albato’s obligation to keep the Albato website, any Albato Service and/or Product available to the Partner or any third party unchanged. Albato shall have the right to close access to the Albato website and/or Product or any part thereof and change or discontinue any Albato Service.
4.2. Albato website, Albato Services, and Product are provided to any party, including the Partner , on the "AS IS" basis and may be country or telecommunication network dependent, available in the languages at Albato sole discretion. Albato does not guarantee or warrant that any of Albato websites, Albato Service, and/or Products will be virus-free, error-free, or function without interruptions.
5. Prohibited Actions
5.1. The following actions by the Partner shall be prohibited (the "Prohibited actions" and each a "Prohibited action"):
- Take any actions aimed at receipt of the source code of the Product software.
- Use Albato website and/or Albato Services and/or Product for any illegal purposes.
- Make statements or publish any material that negatively presents Albato and/or its officials, employees, or shareholders, and/or any Albato services and/or Albato website or Product.
- Make any statement in regard to Albato and/or its officials, employees, or shareholders and/or any Albato services and/or Albato website or Product that are misleading or fraudulent.
- Provide to potential clients information about terms and conditions of using any Albato services that differ from that indicated in the standard License Agreement or Ad Campaign or otherwise communicated to the Partner , including promising any paybacks or other payment from the Partner in case the potential client enters into License Agreement with Albato.
- Use any type of SPAM, context promotion with keywords "Albato" or similar.
- Register domains containing the word "Albato" or similar.
- Present itself as being Albato itself or its affiliated company, or employee, officer or shareholder of Albato, use Albato contact details as being that of Partner .
- Present any third party which is affiliated with the Partner as a family member, former or current employee, or an affiliated company as New Customer. No Reward shall be paid to the Partner in case such third party enters into a License Agreement with Albato.
- Place Partner advertising materials on websites or in Partner applications or by any other method of publishing texts, programs, images, or materials, promoting or containing Restricted materials.
5.2. Restricted materials (the "Restricted Materials") shall comprise materials that are illegal or immoral or promote terrorist activities, incite ethnic, racial, or religious hatred, as well as displaying or promoting violence or death, may cause harm to minors in any form, contain any form of pornography, or promote alcohol. Albato may include any other materials that, in Albato’s reasonable consideration, may be harmful to Albato’s business and/or goodwill. In this case, Albato shall inform the Partner accordingly, and the Partner shall follow such restrictions.
6. Partner Reward
6.1. The Affiliate shall be paid Reward in the case that the Partner has attracted a New Customer , and this New Customer have paid Albato at least one payment under License Agreement under the terms of that agreement. Partner’s Reward includes any and all expenses incurred by the Partner to perform hereunder. No reimbursement of any Partner ’s expenses shall be due from Albato.
6.2. Subject to Sections 6.3. and 6.4. below, the Partner’s Reward rate (the "Rate") shall be defined separately for each Ad Campaign and shall be indicated in the Personal account. The Rate shall be calculated as percentage of net payment received by Albato from the New Customer (deduction of any refund or similar payback shall always be taken into account) until termination of the New Customer’ License Agreement.
6.3. The Rate shall be:
The Rate for every New Customer shall remain unchanged irrespective of the fact that the Partner may be entitled to a greater Rate for further New Customers.
6.4. The Partner’s Reward shall include VAT, sales tax, and/or other similar direct or indirect taxes and charges, which may be applicable to the Partner ’s remuneration and payable by the Partner under effective legislation. If VAT, sales tax, and/or other similar direct or indirect taxes and charges apply, the Partner ’s Reward shall not be increased, and the Partner shall pay such taxes and charges on its own.
6.5. If any withholding income tax or any other similar taxes shall apply to the Reward and shall be paid by Albato out of the Reward, then the Partner shall receive Reward minus the amount of such taxes.
6.6. The Reward shall be by default paid in the same currency as the New Customer pays Albato but can be also be paid in another currency in case the Parties so agree.
6.7. By default Reward shall be paid via PartnerStack Platform. If the Reward transfer fails due to the Partner’s provision of false or inaccurate information, Albato’s expenses for making failed transfers (including the fee paid to the PartnerStack Platform) shall be reimbursed by the Partner, whether by payment or by way of decreasing the Partner’s future Reward.
6.8. Reward shall be paid once per month.
6.9. In case a New Customer receives a refund of any amount paid to Albato, the Partner shall not be entitled to Reward on the amount of such refund. In case Reward on the refunded amount has been actually paid to the Partner , then this amount shall be repaid by the Partner to Albato, or, at Albato’s discretion, may be set off against future Reward due for any New Customer. In case a New Customer makes advance payment for more than one month period, than relevant Reward shall accrue to the Partner monthly, after the said New Customer starts using Albato Services for the relevant month.
7. Liability of the Parties
7.1. The Parties shall be liable for breach hereunder and shall pay actual damages to the non-guilty Party. Albato’s liability hereunder shall be limited by the amount of USD 1000.
7.2. The Partner shall indemnify Albato, its directors, offices, and shareholders for any losses suffered in connection with the Partner’s breach hereunder.
7.3. Nothing in this Agreement shall limit or exclude any liability for fraud or negligence which causes personal injury or death.
8. Term and Termination
8.1. The Agreement is entered into for an indefinite term.
8.2. Any Party has the right to unilaterally and extrajudicially withdraw from the Agreement without any termination fee or liability by giving at least three (3) days notice to the other Party.
8.3. Albato has the right to immediately terminate the Agreement in case of material breach thereof by the Partner. For the avoidance of any doubt breach of Sections 3.4. and 5 thereof shall be always considered to be a material breach of the Agreement.
8.4. Irrespective of the reason for termination thereof Section 6 of the Agreement shall survive the termination and the Partner shall be entitled to further receive Reward for New Customers attracted before termination for the timeframe and on the terms stipulated in Section 6.
9. Miscellaneous Provisions
9.1. The Parties hereunder are independent contractors, nothing herein shall be construed to constitute an Affiliateship or joint venture.
9.2. Communications between the Parties shall be made via addresses and emails indicated in the Agreement and via Personal account.
9.3. Albato shall have right to amend this Agreement at any time on its own discretion by publishing a new version of the Agreement on https://market.partnerstack.com/page/albato, in case the Partner disagree with amended Agreement, the Partner shall cease providing services hereunder and inform Albato accordingly.
9.4. The Agreement is governed by the laws of Cyprus, the disputes shall be assigned to the Cyprus courts.
9.5. In case any provision of the Agreement is found unenforceable, unlawful, or void for any reason, that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
9.6. The Partner shall not have the right to assign, transfer in full or in part, mortgage, or subcontract this Agreement or any right or obligation hereunder without Albato's prior written consent. Any attempt to do so will be null and void.
9.7. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes any previous negotiations and agreements.
