This is a legal agreement (referred herein as «Agreement») between you (referred herein as «Affiliate») and Program-Ace, LLC (referred herein as «Program-Ace»). By clicking the «I Accept» button you confirm that you are willing to become an affiliate member of Program-Ace affiliate program and agree to obey with all terms and provisions provided in this Agreement. By clicking «I Do Not Accept» button you state that you are not willing to be bound by the terms of this agreement and thereby reject the opportunity to obtain affiliate membership in Program-Ace affiliate program (referred herein as «Affiliate Program»).
In witness whereof parties agree as follows:
To begin the enrollment process Affiliate shall complete online Program-Ace Registration Form where he/she shall provide valid and reliable information and agree to the terms of this Agreement. After submit, registration form is evaluated by Program-Ace. After evaluation is complete Affiliate will receive email with a link to activate his/her affiliate account and, after activation, login and password to access it. Program-Ace reserves the right to reject affiliate membership for those websites which:
Affiliate can reapply to Affiliate Program in case if he/she removes delinquent content from his/her website.
By signing this agreement Affiliate verifies that all his personal information provided in the registration form and information describing his customers is valid and reliable.
If Affiliate falsifies information related to the registration of members, this Agreement shall be automatically and immediately terminated. Affiliate acknowledges that in this case he shall be deemed to be liable to Program-Ace for any and all damages that arise in the consequence of such actions and shall be sued in Court for any of such material or moral damages.
Affiliate has a right to promote services of Program-Ace in any convenient way that does not violate this agreement and does not break any international laws and regulations and laws of Ukraine.
For promotion of services delivered by Program-Ace Affiliate can only use the materials which either are created and submitted to Affiliate by Program-Ace or approved by Program-Ace in advance. To such materials may belong text URL's, graphical artwork such as banner advertisements and buttons, text advertisements, brochures and booklets in electronic or printed format, etc.
Affiliate shall not create, publish, distribute or permit creation, publishing and distribution of any written material that provides reference to Program-Ace without written consent of Program-Ace.
During the process of registration Affiliate can obtain his own sub-domain on domain program-ace.com, which then can be used by Affiliate for promotion of products and services delivered by Program-Ace. This sub-domain shall contain all the information which is presented on www.program-ace.com and have the following format: AffiliateBrandName.program-ace.com, where AffiliateBrandName is optionally chosen by Affiliate and indicated during the registration process.
Later on Affiliate can register multiple sub-domains by adding new BrandNames to his personal account. Total quantity of sub-domains bound to one Affiliate shall not exceed 10 (ten).
If Affiliate: (a) is represented by organization – not individual; (b) has external website(s) which belong(s) to him; (c) successfully passes the Affiliate registration and obtains personal sub-domain on program-ace.com; this Affiliate is eligible to place his logo on personal sub-domain. This logo shall be submitted to Program-Ace in advance and be approved by it. Program-Ace reserves the right to reject the placement of Affiliate's logo on sub-domain of program-ace.com at its sole discretion.
Affiliate reserves the right not to associate his and/or his company's name with Program-Ace and, thus, keep in secret the fact of Affiliation with Program-Ace. In order to promote services of Program-Ace he can assign to his sub-domain BrandName which would not reflect Affiliate's name or his company, i.e. pick any random word or number for BrandName. Affiliate may also choose not to submit his logo to Program-Ace, and, thus, his personal sub-domain will not contain any information about him or his company.
Upon sub-domain registration Affiliate can promote services of Program-Ace by placing referral weblinks to www.program-ace.com on exterior website (other than sub-domain of program-ace.com). These weblinks may include text URL's, graphical artwork such as banner advertisements and buttons. Each of these graphic and text links will herein be referred to as "Links" or individually as a "Link" and are subject to the terms and conditions of this Agreement.
Program-Ace guarantees the payment of commissions to Affiliate using two methods:
1) All information about referral visits from exterior website(s) to Affiliate's personal sub-domain and corresponding order placement shall be tracked and securely stored in Stats section of Affiliate's personal account. This statistics shall serve as a basis for further commissions payment.
2) Program-Ace shall use Internet cookies (herein referred as Cookies) with the life of 6 (six) months to track customers that have been originally referred to Affiliate's sub-domain, but then during the period of 6 (six) months entered main domain program-ace.com and placed the order from there. Such customers shall be bound to the Affiliate this customer was originally referred to. And sum of orders placed by this customer during the period of 6 (six) months shall be regarded as a basis for first commissions payment.
After customer submits the payment for the services to Program-Ace, this customer becomes automatically bound to the Affiliate, and remains be bound to him forever unless Affiliate decides to grant this right to somebody else or suspend his Affiliation. All qualifying sales (see chapter Commissions) which arise with the customer bound to specific Affiliate shall be regarded as a basis for commissions payment regardless the time interval during which this sales actually take place.
Program-Ace disclaims and shall not be liable for the payment of commissions based on Co-Brand Affiliate Scheme that do not apply to the clauses listed above.
By joining Affiliate Program and registering personal sub-domain Affiliate agrees to abide by the following terms:
Beside promoting services of Program-Ace through his website, Affiliate can also use hard copies of advertising materials delivered to Affiliate by Program-Ace in its sole discretion and promote services through word of mouth.
If Affiliate uses offline promotion he can submit the information about potential customers to Book a Customer section and receive a commission on all qualifying sales (see chapter Commissions).
When using Book a Customer scheme Affiliate shall receive a commission only if customer orders services and submits payment to Program-Ace during the period of 1 (one) year starting from the date when information about this customer is submitted.
After customer submits the payment for the services to Program-Ace, this customer becomes automatically bound to the Affiliate, and remains be bound to him forever unless Affiliate decides to grant this right to somebody else or suspend his Affiliation.
Affiliate acknowledges that if some data submitted by Affiliate, which is related to the customer, is not confirmed by the customer himself or some important data (such as email address, first name and last name) is missing or is inaccurate, then Program-Ace shall not be bound by the obligation to pay commissions related to the deal closed with this specific customer. Nevertheless, Program-Ace shall use all reasonable legal means that do not conflict with this Agreement to perform personal data consistency check and identify the customer.
All information about the connection and relationship between Affiliate and the customer remains private and shall not be disclosed by Program-Ace unless Affiliate:
Upon registration Affiliate receives login and password to his personal secure Affiliate Member Area where he can manage his brands and profile, set ads and banners, view current balance, payment history and other statistics. Through the use of this area Affiliate will be able to obtain graphics and HTML code that will enable him to create links from his website to www.program-ace.com. Sales statistics will be updated by Program-Ace on weekly basis. Affiliate shall also receive by email stat reports and information about new banner ads added to online database.
Program-Ace will process all orders submitted by the customers who follow the links from Affiliate's website to www.program-ace.com website and submit Request for Quote (RFQ).
Program-Ace will also process all orders related to Book a Customer and Send to friend Affiliate Scheme.
Program-Ace reserves the right to reject orders which do not comply with requirements that Program-Ace might periodically establish. Affiliates shall be notified about new requirements either during initial registration or by email notification.
Program-Ace agrees to pay the commission rate on all qualifying sales that took place in consequence of promotion by Affiliate of the services delivered by Program-Ace.
For Co-Brand Affiliate Scheme sales shall be regarded as qualifying if:
1) customer followed authorized Affiliate's link (which has the format specified by Program-Ace) to www.program-ace.com and placed Request for Quote (RFQ) for the services of Program-Ace through the website and
2) sales actually took place according to the rules set in Chapter 4 of this Agreement.
For Book a Customer Affiliate Scheme sales shall be regarded as qualifying if:
1) Affiliate properly filled customer's information in the registration form
2) Customer submitted Request for Quote or email with the order for the services of Program-Ace
3) Program-Ace is able to identify the Customer and his relation to the Affiliate based on the comparison of the information submitted by Affiliate and Customer himself
3) sales actually took place within 1 (one) year starting from the date of new customer's registration by Affiliate.
Program-Ace shall reject all claims either written or oral if customer does not follow the standard path from Affiliate's website to website of Program-Ace. It includes but is not limited to using of multiple browsers and erasing cookies from his computer.
Program-Ace shall reject all claims related to commissions payment if Affiliate fails to accurately fill and update his account information.
Affiliate Commission Rate: Affiliate will earn commission fee based on the amounts currently submitted by his customers to Program-Ace. Commission rate is at least 10% on all paid qualifying sales regardless the scheme of Affiliate Partnership. Actual commission rate is defined according to hourly rate recommended by Affiliate, which though should not exceed the price ceiling indicated by Program-Ace.
Unless otherwise agreed Program-Ace will pay Affiliate the total amount of commissions on a monthly basis.
Commissions are submitted to Affiliate by Program-Ace as a check or as a wired bank transfer within 20 (twenty) days period following the end of each month.
If overall sum of commissions does not exceed $1,000.00 Program-Ace reserves the right to hold these commissions until the total amount reaches at least $1,000.00 or (if earlier) until the Agreement is terminated.
Affiliate agrees that all regional taxes, bank transfer or cashing fees shall be compensated at Affiliate's expense.
Customers that order services of Program-Ace through Affiliate Program will be treated as customers of Program-Ace. Thus, all general rules, procedures and policies related to orders, services or sales will apply to all customers regardless their lead source. Program-Ace reserves the right to change any of the mentioned above provisions any time without prior notice. Prices and availability of certain services are a subject to change.
Program-Ace disclaims any liabilities before the customers related to inaccurate or incomplete information provided by Affiliate concerning pricing or availability.
One and the same customer can not be shared between multiple Affiliates. One customer can only be bound to one Affiliate. If customer adds new Request for Proposal (RFQ), then he will be automatically bound to the same Affiliate he was bound before, even if this new RFQ is sent from the website of another affiliate.
If one and the same customer was booked by one Affiliate and redirected to www.program-ace.com by another Affiliate, then first priority shall be given to the Affiliate that has booked this customer, and commissions shall be sent to the Affiliate who booked the customer – not to the brand owner.
In case if:
(a) certain customer is not an individual, but legal entity, and this entity can be represented by several individuals, e.g. by several managers of one and the same organization;
(b) and individuals that represent this entity submit Request for Proposal Form from different Affiliate sub-domains independently, but on behalf of the same organization;
Then:
Priority shall be given to Request for Proposal that is submitted prior to others. And this given entity shall be bound as a customer to the Affiliate, whose sub-domain this Request for Proposal was submitted from.
Program-Ace will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to you under this Agreement.
Program-Ace disclaims all warranties with regard to the (Program-Ace.com) website performance and its functionality. All express or implied warranties including but not limited to merchantability, fitness for particular purpose, error-free operation and non-interruption shall be disclaimed. Program-Ace shall not be liable for any of the consequences of such malfunctions or absence of desired features.
All proprietary material such as graphical artworks, trademarks, letterheads, company names, services and product names on www.program-ace.com are the property of their respective owners. Any use of the above listed materials without written consent of the owner is prohibited.
Program-Ace grants Affiliate a non-exclusive, non-transferable, revocable right to use the images, texts and graphics supplied and approved by Program-Ace, solely for the purpose of selling services provided by Program-Ace under the terms described in this Agreement. Affiliate may not reproduce, modify or distribute any of the listed above materials without consent of Program-Ace. Licence shall terminate automatically upon termination of this Agreement.
Affiliate agrees to indemnify, defend and hold harmless Program-Ace and its employees, representatives, corporate affiliates and other related persons against any claims, suits or other proceedings based on any of the following:
Affiliate is obliged to pay all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs incurred by the indemnified party in direct or indirect connection with any mentioned above claims, suits and proceedings.
If you are currently an employee of Program-Ace, LLC., you may not participate in Program-Ace Affiliate Program unless Director of Program-Ace grants you the right to do so.
Affiliate acknowledges that fraud is a crime that is pursued by law and, thus, shall not perform any such unlawful acts or commit criminal negligence, or assist these crimes in any way.
Program-Ace reserves the right to terminate affiliate membership of any company or individual if this company does not comply with any of the terms described in this agreement or performs any actions that are qualified as illegal by International laws and regulations, and by the laws of Ukraine.
Program-Ace also reserves the right to apply to Judicial authority whenever affiliate performs illegal actions and causes moral or material damage to any other affiliates, customers or Program-Ace itself.
Affiliate may not assign rights or obligations granted by this Agreement to any other party.
Neither party will be liable for failure to perform any obligation under this Agreement if such failure is a result of force-majeur. Force-majeur conditions may include but are not limited to fire, flood, earthquake, war, embargo or other natural disasters or governmental actions beyond the control of such party.
This Agreement represents the entire agreement between Program-Ace and Affiliate and supersedes all prior agreements and communications they may have had, oral or written.
Program-Ace reserves the right to modify this agreement upon prior notice. In this case if Affiliate does not want to accept the changes, he shall be free to terminate this Agreement.
This Agreement shall commence on the date of approval of Affiliate's registration form and shall continue until terminated by either party upon corresponding notice of termination.
Affiliate acknowledges that he has independently evaluated and read all terms and conditions of this Agreement. When making a decision about participation in Program-Ace Affiliate Program potential Affiliate is not relying on any representation, guarantee or statement other than set forth in this Agreement.
This Agreement shall be governed by the laws of Ukraine. All collisions and disputes related to this Agreement shall be resolved in the regional and Supreme Court of Ukraine.