Affiliate Agreement

Systeme.io Affiliate Program Agreement

By signing up to be an affiliate in the Systeme.io Affiliate Program (henceforth known as the “Affiliate Program”) You agree to be bound by the following terms and conditions of this Agreement (henceforth known as the “Agreement”).

Please ensure that You read them carefully before signing up.

These Terms are a legal agreement between ITACWT Limited, a company incorporated under Irish Law, the address of which is ITACWT Limited, 3 Cruise Park Rise, Tyrrelstown, Dublin 15, Ireland (“systeme.io”, “ITACWT LTD”, “We”, “Us”) and You (the “Affiliate”, “You”).

The terms of the Agreement will begin upon completing your registration with systeme.io and will end when terminated by either party. Either You or We may terminate the Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by email, to your address on our records, is considered sufficient notice to terminate this Agreement.

Definitions

“Systeme.io” means a company owned, operated, or controlled by ITACWT Limited.

“Affiliate Program” means our marketing affiliate program as described in this Agreement.

"Agreement" means this marketing Affiliate Program Agreement and all materials referenced, linked, or attached therein.

“Commission” means an amount described in the Affiliate Tool for each Customer Transaction.

“Customer Transactions” mean those transactions by Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. These may include customer purchases or customer signups, as further described in the Affiliate Tool.

“Lead” means a customer prospect who clicks on the Affiliate Link that We have made available to You via the Affiliate Tool.

“Affiliate Tool” means the tool that We make available to You upon your acceptance into the Affiliate Program and for You to use in order to participate in the Affiliate Program.

“Affiliate Link” means the unique tracking link You place on your site or promote through other channels.

"We", "Us", “Our”, “ITACWT LTD” and “systeme.io” means ITACWT Limited.

“You” and “Affiliate” means the party, other than Us, entering into this Agreement and participating in the Affiliate Program.

Nature of the relationship

You and We are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Agreement.

Age Limit and acceptance into the program

To be accepted into Our Affiliate Program, You must (i) be over 18-years-old, and (ii) agree to the terms and conditions of this agreement.

By signing up to the systeme.io Affiliate Tool either as a user, client, or Affiliate, You admit to being over 18 years old and agree that the terms and conditions of this Agreement shall apply to You in full force and effect, until terminated.

Once You have signed up for the Affiliate Program You will be provided with a URL link that must be used to identify You when placing a link from your site, email, or other communications to the systeme.io website. It is your responsibility to ensure each of these links is correctly formatted.

Non-exclusivity clause

This Agreement does not create an exclusive relationship between You and Us. Both You and We will have the right to recommend similar products and services of third parties and to work with other parties.

Customer Transactions

1 — Affiliate Program Limits. Each accepted Lead will expire within one year from the date the Lead clicked on the Affiliate Link that was made available by You.

A Lead can also expire if they click on an Affiliate Link provided by another Affiliate other than You. This is known as operating “on the last referrer” or “on the last cookie”.

We will pay You a 60% Commission for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Link made available by You, provided that You remain eligible to receive Commission pursuant to the terms of this Agreement.

The start of the Customer’s subscription is determined by the date of the first purchase or sign-up by the Customer and You will receive a Commission payment for that monthly/annual Customer Transaction and for any additional purchases made by that customer during their Subscription Service unless the Lead clicks on another Affiliate Link after they make the purchase.

2 — Eligibility. To be eligible for Commission: (i) a Lead must be accepted and valid; (ii) a Customer Transaction must have occurred; (iii) a Customer must remain a customer during a 30-day period; and (iv) the Customer Transaction must not have been completed by You or any party affiliated to You such as your employee, spouse or family member.

You are not eligible to receive Commissions or any other compensation from Us if: (i) such compensation is disallowed or limited by any laws or regulations in Ireland or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or demands a refund within 30 days of the purchase date; and (iii) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, misuse of the Affiliate Tool or in violation of this Agreement, or by any other means that We deem damaging to the Affiliate Program.

We may discontinue Commission payments should any one of these eligibility criteria fail to be met at any time.

3 — Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that are derived from Affiliate Leads generated by the Affiliate Link that We make available to You and are accepted by systeme.io. An Affiliate Lead will be considered valid and accepted if, in Our reasonable determination, they are (i) a real person and (ii) a new potential customer of Ours. Regardless of the foregoing, We reserve the right to decline an Affiliate Lead at our sole discretion.

If a Lead does not make any Customer Transactions within a time period of (1) year from their first click on the Affiliate Link, You will not be eligible for a Commission payment, even if the Lead decides to purchase after the time period has expired. If a person clicks on the Affiliate Link for the first time after this Agreement has ended or come to an end, they are not a valid Affiliate Lead.

4 — Engagement with Prospects. Once We have received the Lead information, We may elect to engage with the prospect directly, regardless of whether or not the Lead is valid. If a Lead is not valid then We may choose to maintain it in Our database and We may choose to engage with such Lead. Any engagement between Us and a Lead will be at systeme.io’s own discretion.

5 — Commission and Payment. In order to receive payment under this Agreement, You must have: (i) agreed to the terms of this Agreement; (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with Our directions; and (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account.

6 — Requirements for Payment; Forfeiture. We will have no obligation to pay You Commission associated with a Forfeited Transaction. Once You comply with all of the requirements in this section, then You will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.

7 — Commission Payment. We will determine the currency in which We pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or another similar referral fee on any given Customer Transaction (unless We choose to at Our own discretion).

8 — Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by Us to You are subject to offset by Us against any amounts owed by You to Us.

9 — Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool.

Brand promotion

You have the right to use the resources and trademark images that We make available to You while respecting the following conditions:

You can not alter the resources in any way;
You can only use Our trademarks in connection with the affiliate program; and You may not use any other competitor trademarks in Your promotion of systeme.io
You must not use Our trademark in a misleading way or imply that We endorse, sponsor or approve of your services or products without Our prior consent;
You must not use Our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
You are solely responsible for ensuring that your reviews, product descriptions and articles obey all applicable copyright and trademark regulations and other law. Systeme.io will not be responsible if You use another party's copyrighted or trademarked material in violation of the law.
You must immediately comply if We request that You discontinue use.

Legal stipulations

You must comply with all applicable foreign and domestic laws (including, without limitation, export laws and laws governing the sending of unsolicited emails), governmental regulations, ordinances, and judicial administrative orders, and you must ensure that any third parties performing sales or referral activities on your behalf do the same. You agree not to engage in any deceptive, misleading, illegal, or unethical marketing activities, or any other activities that may be harmful to us, our customers, or the general public. The Systeme.io Affiliate Program may be affected by the export laws and rules of the United States as well as any other export laws and rules that are important in the area.

Indemnification

You will indemnify, defend, and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding brought against us by a third party based on or arising out of your noncompliance with or breach of this agreement, or your misuse of any trademarks.

We will: (i) notify You in writing within thirty (30) days of Our becoming aware of any such claim; (ii) give You sole control of the defense or settlement of such a claim; and (iii) provide You with any and all information and assistance reasonably requested by You to handle the defense or settlement of the claim.

You shall not accept any settlement that imposes an obligation on Us or requires Us to make an admission or places restrictions on Us without Our prior written consent.

Governing Law and Jurisdiction

This legal notice shall be governed by and construed in accordance with Irish law. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the Irish Courts.