Terms & Conditions - Affiliate Program
THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT APPLY TO AFFILIATE’S PARTICIPATION IN THE VETRINA LIVE AFFILIATE PROGRAM (THE “PROGRAM” OR “AFFILIATION PROGRAM”). CAREFULLY READ THESE TERMS AND CONDITIONS, WHICH REPRESENT A LEGALLY BINDING AGREEMENT BETWEEN VETRINA LIVE AND YOU. YOU MUST AGREE AND ACCEPT THE TERMS OF THIS AGREEMENT IN ORDER TO BECOME A VETRINA LIVE AFFILIATE PROGRAM.
You need to agree to these terms to become an Affiliate.
BY CLICKING “I AGREE” BOX ON THE APPLICATION, YOU AGREE TO SIGN UP TO BE AN AFFILIATE IN THE AFFILIATION PROGRAM AND CERTIFY THAT (A) YOU HAVE READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS CONTENT; AND (B) YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ALL DOCUMENTS, POLICIES AND PROCEDURES INCORPORATED HEREIN BY REFERENCE AND ANY POSSIBLE FUTURE AMENDMENT THEREOF OR ADDITIONS THERE TO; AND (C) YOU HAVE NO CONFLICT OR OTHER RESTRICTION IN ENTERING OR PERFORMING THIS AGREEMENT OR ANY PART THEREOF, INCLUDING RECEIPT OF ALL THE APPLICABLE APPROVALS REQUIRED UNDER THE APPLICABLE LAW FOR THE PERFORMANCE OF THIS AGREEMENT BY YOU.
When you click “I Agree”, you consent to the terms of the Vetrina Live Affiliation Program.
VIOLATION OF ANY OF THE TERMS OF THIS AGREEMENT OR ANY OTHER DOCUMENT INCORPORATED INTO THIS AGREEMENT BY REFERENCE WILL RESULT IN THE IMMEDIATE TERMINATION OF YOUR PARTICIPATION IN THE PROGRAM, WITHOUT ANY NEED TO INFORM YOU IN WRITING, AND FOR FORFEITURE OF ANY OUTSTANDING AFFILIATE FEE PAYMENTS EARNED DURING THE VIOLATION. YOU AGREE TO PARTICIPATE IN THE PROGRAM AT YOUR OWN RISK AND EXPENSE.
If you violate these terms, Vetrina Live can terminate your participation in the Affiliation Program.
For purposes of this Agreement, the following terms shall mean:
You represent and warrant that:
2.1 “Ad(s)” means anchor text, banners, button links, text links, or other graphic devices that Vetrina Live makes available to Affiliate and that is used for linking from the Affiliate Site to Vetrina Live site.
2.2 “Affiliate Application” means the application submitted by an Affiliate to participate in the Program, as contained in the Vetrina Live site.
2.3 “Affiliate Fee” or “Fee” or “Referral Fee” means the approved and undisputed amount due and payable one time only to an Affiliate in accordance with the Referral Fee Plan.
2.4 “Affiliate Site” means websites owned, controlled or used by Affiliate, on which the Affiliate will place Designated Links to Vetrina Live site.
2.5 “Affiliation Term” the term of the activity of an Affiliate as a participant in the Program commencing upon approval of Affiliate’s participation and ending according to the provisions of Section 12 below.
2.6 “Affiliation Transaction” means a purchase by a Referred User (referred to Vetrina Live through Affiliate’s Tracking Codes) of a Vetrina Live paid subscription (Vetrina, Store or Megastore).
2.7 “Affiliation Transactions Per Month” means the aggregate number of Affiliation Transactions during each calendar month.
2.8 “Content Restrictions” has the meaning ascribed to it in Section 3.3 herein.
2.9 “Conversion Requirements” means such requirements set forth by Vetrina Live at its sole discretion and specified in the Affiliate’s Dashboard, for determining a Referred User’s successful conversion into a Premium Referred User.
2.10 “Dashboard” means a dedicated online interface made available by Vetrina Live to participants of its Affiliation Program, through which the Affiliate may manage and monitor its participation in and performance under the Affiliation Program.
2.11 “Designated Links” means links to the Vetrina Live Site, which are placed on the Affiliate’s Site pursuant to Vetrina Live instructions and which properly use a specially tagged URL link containing a Tracking Code the format of which is provided by Vetrina Live.
2.12 Fraud Traffic” means any deposits or traffic generated at the Affiliate Site(s) and/or via the Affiliate’s activity through illegal means or in bad faith or with the intent to defraud the Company, regardless of whether or not it actually causes harm to the Company. Fraud Traffic includes but is not limited to spam, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, offers to share the Affiliate Fees, directly or indirectly, with Users, and any other unauthorized use of any third party accounts, copyrights or trademarks.
2.13 “Intellectual Property Rights” means copyrights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.
2.14 “License” has the meaning ascribed to it in Section 4.3 herein.
2.15 “Non-Active Affiliate” has the meaning ascribed to it in Section 10.2 herein.
2.16 “Opt Out Request” has the meaning ascribed to it in Section 6.3 herein.
2.17 “Premium Referred User(s)” means a Referred User that has fully met the Conversion Requirements specified in the Dashboard, within thirty (30) calendar days of such user first becoming a Referred User as set forth hereunder (each, a “Conversion”).
2.18 Referral Fees Plan” means an Affiliate compensation plan where Affiliate shall be paid for Paid Referred Users referred by him/it pursuant to this Agreement, in accordance with the Fees specified in the Dashboard.
2.19 “Referred User” means a user that opened an account in Vetrina Live Site for the first time, through Affiliate’s Tracking Codes from Affiliate Site, email, or other communications.
2.20 “Special Sale Terms” means such special discounts or other special benefits which Vetrina Live may determine to apply to certain Premium Package offers, excluding however any individual coupons used by Referred Users.
2.21 “Sponsored Link” means a link (including without limitation, within banners) offered, created, or displayed for a fee (whether on a “cost-per-click” basis, commission, or any other commercial arrangement) by any internet search engine, portal, sponsored advertising service or other search or other referral service or third party websites (other than Sub Affiliates) which uses search terms or keywords to identify, draw attention to, or direct internet traffic to an internet site including, without limitation, the “Google Display Network.
2.22 “Tracking Code(s)” means specific unique code(s) that Vetrina Live will provide the Affiliate to track the traffic and users which arrive via the Affiliate activity (including but not limited, from the Affiliate Site). This Tracking code will be embedded within the Designated Links to be used by the Affiliate in creating links to Vetrina Live Site. Vetrina Live tracks its users by cookies, which shall expire within thirty 60 days. If any users will not have cookies for any reason whatsoever (including if the applicable cookies have expired), such users will not be considered as Referred User of the Affiliate.
2.23 “User” means both Referred Users and Premium Referred Users.
2.24 “Vetrina Live Marks” means, without limitations, Vetrina Live trademarks, service marks, trade dress, trade names, corporate name, logos and any other distinctive brand features used in or related to Vetrina Live’s business.
2.25 “Premium Package” or “Vetrina Live Premium Package” means any of the charged packages offered by Vetrina Live in the Vetrina Live Site, as may be updated and/or modified from time to time by Vetrina Live. Charged package which: (i) was either cancelled within fourteen (14) calendar days from the day it was purchased; or (ii) was refunded in accordance with Vetrina Live refund policies or the applicable law, as may be from time to time; or (iii) was not duly and fully paid by Premium Referred User(s), will not be considered as a Premium Package.
3. Joining the Program
3.1 To begin the enrollment process, the prospective Affiliate shall submit a complete Affiliate Application via Vetrina Live or Vetrina Live partner Site. Affiliate must provide full, true and accurate information in the Affiliate Application. Vetrina Live will evaluate Affiliate’s Application in good faith and may notify him/her/it of its acceptance or rejection within approximately seven (7) business days. Unless prospective Affiliate received a clear written notice from Vetrina Live confirming his participation in the Program, it shall not be deemed to be part of the Program.
You need to submit an application for the Program. You are considered an Affiliate only if we informed you of your acceptance to the Program.
3.2 Vetrina Live may reject Affiliate Application if Vetrina Live determines, in Vetrina Live’s sole discretion, that the Affiliate Site or activities are unsuitable for the Program for any reason. If Vetrina Live accepts Affiliate Application and thereafter the Affiliate Site or activity is determined (in Vetrina Live’s sole discretion) to be unsuitable for the Program, Vetrina Live may terminate the Affiliate’s participation in the Program at any time.
We can reject any application at our sole discretion.
3.3 Unsuitable Affiliate Sites or activities may include, but not be limited to, sites that do not generate sufficient volume of visitors, sites containing or activities related to illegal, offensive, abusing, infringing content, or which incorporate images or content that is, in any way, unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, including without limitation, sites or activities that: promote violence; promote gambling; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights of any third party or of Vetrina Live , or are directed towards children under 13 years of age (collectively, “Content Restrictions”).
If your site is offensive, abusive, defamatory, promotes illegal activities or includes objectionable materials, it will be considered as unsuitable for the Program.
3.4 Vetrina Live shall not be required to provide any explanation to its rejection of any prospective Affiliate
We do not need to provide an explanation for our rejection.
3.5 A rejection of an Affiliate Application by Vetrina Live shall not derogate from Affiliate’s right to reapply to the Program at any other time thereafter provided that the Affiliate complies with the provisions of this Agreement.
If you are rejected from the Program, you can try and re-apply.
3.6 Once accepted to the Program, Affiliate hereby agrees to Vetrina Live: (a) sending from time to time to Affiliate emails and other communications regarding the Program, and (b) reviewing and monitoring the Affiliate Site to verify compliance with this Agreement.
You consent for us to send you materials in connection with the Program and that we will review your website.
4. Tracking Codes and Ads
4.1 To permit accurate tracking, reporting, and Referral Fee accrual, Vetrina Live will provide Affiliate with a specific Tracking Code. Affiliate must ensure that each of the links between its Affiliate Site and Vetrina Live Site properly utilizes the Tracking Codes provided to Affiliate.
We will provide you with a Tracking Code which you need to use in every link to our website.
4.2 Affiliate is not authorized to alter, modify or change any of the Tracking Codes. Affiliate will only earn payments in accordance with the Referral Fees Plan. Vetrina Live will not be held liable to the Affiliate with respect to any failure by Affiliate to use such Tracking Codes. Vetrina Live will not be responsible for errors which may occur in the tracking of transactions if the Affiliate has made or caused any such modification to the Tracking Code. For the avoidance of doubt, Affiliate will use the Tracking Code only for the purposes of the Program. Any other use of the Tracking Code will be considered void and subject to Vetrina Live sole discretion – shall be deemed as breaching this Agreement and will not entitle Affiliate to any Fee, which is based on such unauthorized use.
You cannot modify the Tracking Code. Any fees you earn are subject to your usage of the Tracking Code. You may not use the Tracking Code for any other purpose.
4.3 Vetrina Live hereby grants to Affiliate a non-exclusive, non-transferable, limited license to use the Vetrina Live Marks contained in the Ads provided to Affiliate by Vetrina Live for the sole purpose of this Agreement (the “License”). Vetrina Live will provide Affiliate with the necessary information to allow Affiliate to make appropriate Ads from the Affiliate Site to Vetrina Live Site unless approved in advance and in writing by Vetrina Live. Affiliate may not use any of the Vetrina Live Marks in any manner other than as contained in the Ads. Furthermore, Affiliate may not modify any of the Ads in any way, whatsoever unless approved in advance and in writing by Vetrina Live. The License shall expire upon the expiration or termination of the Affiliation Term.
We grant you a license to use our trademarks solely for this Agreement.
You cannot modify any of our Ads or our trademarks.
4.4 Affiliate shall display the Ads in good taste, adjacent to any with the first or most prominent use of such Ads in piece of advertising means, in which such Ads appear, subject to other requirements as Vetrina Live may from time to time impose and provide to Affiliate, including Vetrina Live trademark guidelines. Affiliate may not use the Ads and the Vetrina Live Marks contained therewith in a manner that, in Vetrina Live sole discretion, is disparaging or otherwise portrays Vetrina Live in a negative light. Affiliate shall have no other right, title or interest in or to the Ads and Vetrina Live Marks contained therewith other than as specified in the limited License granted herein.
You need to display the Ads in good taste.
4.5 AFFILIATE WILL BE SOLELY RESPONSIBLE FOR THE CONTENT AND MANNER OF ITS MARKETING ACTIVITIES. ALL MARKETING ACTIVITIES MUST BE PROFESSIONAL, PROPER AND LAWFUL UNDER APPLICABLE RULES OR LAWS.
You are responsible for the content on your website.
4.6 Vetrina Live may at any time, without prior notice, require the Affiliate to remove or modify the Ads, or dynamically replace the Vetrina Live creative or text with creative or text suitable to Vetrina Live in Vetrina Live’s sole discretion.
We can require you to remove, or modify any of the Ads.
4.7 As between Affiliate and Vetrina Live, Vetrina Live shall own all right, title and interest, including all Intellectual Property Rights, in and to the Vetrina Live Site, the Program and Vetrina Live Marks.
We own all rights to our website, the Program and our Intellectual Property.
4.8 Affiliate shall include in its Affiliate Site, in a prominent and easily accessible place, a disclosure conveying that Affiliate participates in Affiliation programs which may reward Affiliate with monetary compensation in connection with referral of Site visitors to advertisers and other third parties. Such disclosure shall be in compliance with all applicable laws, rules and regulations.
You will clearly disclose that you participate in our Program and may receive fees from us.
5. E-mails and Publications
5.1 If Affiliate sends, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages (“Emails”) in connection, directly or indirectly, with this Agreement and/or the Program, then Affiliate agrees, acknowledges, represents and warrants that all such Emails shall be in full-compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”) and the Children’s Online Privacy Protection Act of 1998 (“COPPA”) and all other laws in the applicable the Affiliate and Affiliate Site and including, but not limited to, all European laws and Directives and the Federal Trade Commission regulations.
Any emails you send in connection with this Program must comply with the law.
5.2 Affiliate agrees to not utilize SPAM in promoting Vetrina Live. Vetrina Live maintains a ZERO tolerance policy towards the sending of SPAM, including, but not limited to, unsolicited commercial E-mails This action may result in the immediate suspension or termination of Affiliate account with a cancellation of and possible forfeiture of any pending Fees. Affiliate will also be in violation of this Agreement and subject to legal action and be held liable for any financial loss incurred by Vetrina Live.
You cannot use Spam when you are promoting Vetrina Live.
5.3 SPAM is defined as including, but not limited to, the following:
Send, initiate or procure the sending of an Email to any person who has either not explicitly requested to receive such messages (or has explicitly requested to receive no further Emails) specifically from Affiliate, including without limitation for the purposes of sending unsolicited bulk email, executing any “mass mailings” or “email blasts,” or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listings, auction sites, altnet, newsnet, newsgroups, or similar service.
5.4 Employ any false or deceptive information regarding Affiliate’s identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Affiliate identity, and the intent, subject, and origin of the Email.
Exploit documented or undocumented security holes on any client or server machine.
Fail to (i) include clear, valid, and conspicuously displayed “From” and “Subject” lines in the Email, (ii) include a functioning return address (or hyperlink) in the Email that enables the recipient to submit a request to receive no further messages from Affiliate (“Opt Out Request”) for no less than thirty (30) days from the date the Email was sent; or (iii) honor any Opt-out Request within ten (10) days of receipt of such Opt-out request by Affiliate.
Obtain email addresses via automated means or send any Email to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.
Employ any fraudulent, deceptive, false or misleading information in connection with the Emails.
Send any commercial marketing Email or promotion to, or collect any personally identifiable information from, any person who is under eighteen (18) years of age.
5.5 Affiliate may use Tracking Codes within Emails that Affiliate sends to registered users of the Affiliate Site.
6. Compliance with Law and Regulations; No conflict.
6.1 Affiliate shall comply with any and all applicable laws, regulations (including without limitation the Federal Trade Commission Endorsement Guides) and statutes of the United States or any other state, country or jurisdiction in which he acts, including without limitation, such that relate to advertising, dissemination of email, and/or electronic communications. It is Affiliate’s responsibility to be aware of all such regulations, statutes and laws.
You need to comply with all applicable laws in connection with your activities.
7. Prohibition on Sponsored Links and other activities
7.1 Affiliate shall not register, procure, or use any internet domain name that includes any of the Vetrina Live Marks or any variations thereof.
You will not purchase any domain name that includes our trademarks.
7.2 Affiliate may not offer any person or entity any payments or incentives (like rebate, cashbacks, “paid to click” advertising or discounts) for using the Designated Links and/or converting a free Vetrina Live account into a Premium Package.
You cannot offer incentives for using the links to our website.
7.3 Affiliate may not record, redirect, read, or fill in on behalf of Referred User, the contents of any electronic form or other material submitted to Vetrina Live by any Referred User. Affiliate may not register any Referred User to the Vetrina Live site or to any Premium Package, on behalf of such Referred User.
You cannot perform any activities on behalf of the users.
7.4 Affiliate shall not post Designated Links or other content promoting the Vetrina Live Site within any pop-up or pop-under windows.
You cannot post Designated Links in pop-ups.
7.5 Affiliate shall not use cookie stuffing techniques that set the Affiliate tracking cookie without the Referred User’s knowledge (e.g. iframing).
You cannot use cookie stuffing methods without the users’ knowledge.
7.6 Affiliate is prohibited from making inaccurate, deceptive or otherwise misleading claims about Vetrina Live and the Vetrina Live’s services. In addition, Affiliate is prohibited from (i) taking any action that may cause Affiliate Site’s visitors to confuse between the Affiliate and Vetrina Live; or (ii) misrepresenting the relationship between Affiliate and Vetrina Live. For the avoidance of doubt, Affiliate may not claim that Vetrina Live endorses supports and/or sponsors the Affiliate Site.
You cannot make misleading claims about Vetrina Live.
7.7 Affiliate shall not use any Ads or Designated Links in connection with any client-side software application (e.g. toolbars, extensions, or any other applications that are downloaded or installed by any Site visitors) on any device.
You cannot use our materials for any client-side applications.
8. Referral Fees.
8.1 Subject to section 8.5, for every new Vetrina Live Premium Package (yearly package) purchased by a Premium Referred User through Affiliate’s Tracking Codes and Designated Links via the first “click through” (as described below), but prior to the conclusion of the Affiliate Term and subject to the compliance of the Affiliate with the provisions of this Agreement (a “Qualified Purchase”), Affiliate shall be entitled to receive Affiliate Fees in according with the Referral Fees Plan stated in the Dashboard for such Affiliate. For the avoidance of doubt the eligibility for the Affiliate Fees is based on a “First click” approach so that only the Affiliate through which a potential Premium Referred User made their first click through to the Referral Site (but subject to all other terms herein) will be the one eligible to receive Fees for the first Qualified Purchase made by such user.
If the User buys Vetrina Live Premium package (monthly) the affiliate is entitled to receive Affiliate Fees in according with the Referral Fees Plan stated in the Dashboard for 12 months for such Affiliate.
You will receive Affiliate Fees for every new user that purchases a Premium Package via the Tracking Code
8.2 Notwithstanding the foregoing Section 8.1 in the event that a Qualified Purchase is made, and such purchase is subject to Special Sale Terms, the Affiliate Fees payable to Affiliate (if any) shall be subject to and reduced in accordance with the discount or other special benefits applicable to the Premium Package under the Special Sale Terms.
Affiliate Fees are adjusted if the Qualified Purchase is made under sale terms.
8.3 During the Term of this Agreement, Vetrina Live shall keep track of any Referred User by attaching such Referred User a Tracking Code which shall be kept for a period of thirty (60) days, provided that such period is within the Affiliation Term. If within such period the Referred User has not registered as a Premium Referred User, then the Affiliate will not be entitled to any Affiliate Fees with respect to such user, even if at a later time such Referred User will perform such actions as determined under the applicable Conversion Requirements.
A Qualified Purchase can take place only within 60 days from the first visit of the user on the Vetrina Live Website.
8.4 Vetrina Live is entitled to grant additional rewards to any of its Affiliates at Vetrina Live’s sole discretion.
9. Affiliate Fee Payment and Reporting.
9.1 Vetrina Live will generate monthly reports summarizing the sales activity of the Premium Referred Users as relevant and necessary for purposes of calculating each Affiliate’s Fee in the preceding month, which will be available to Affiliate via the Dashboard (the “Monthly Report”). The form, content and frequency of the Monthly Reports may be revised as determined by Vetrina Live at its sole discretion and as may be updated from time to time. Such reports shall be issued within three (3) weeks as of the end of the respective month.
You will receive monthly reports from Vetrina Live for your Affiliate Fees.
9.2 Affiliate Fees will be payable within approximately 30 days following the end of each calendar month (“Payment Day”).
We will pay you the Affiliate Fees within approximately 30 days following the end of each calendar month.
9.3 Vetrina Live will pay Affiliate Fees on Tracking Codes that are automatically tracked by Vetrina Live affiliation system and reported via the Dashboard. Vetrina Live will not pay Affiliate Fees unless the Tracking Code is tracked by Vetrina Live affiliation system and reported via the Dashboard.
We will not pay for transactions that do not portray the Tracking Code.
9.4 All payments of the Affiliate Fees will be due and payable in euros only, except as otherwise determined by Vetrina Live in its sole discretion.
Payment is issued in €.
9.5 In the event of any activity deemed suspicious by Vetrina Live at its sole determination, Vetrina Live may delay payment of the Affiliate Fees to Affiliate for up to sixty (60) days to verify the relevant transactions and in the event that Vetrina Live determines the activity to constitute Fraud Traffic, it shall recalculate or withhold the Affiliate Fees accordingly and in its sole discretion. It is hereby clarified that in any event that Vetrina Live shall determine that Affiliate has acted in violation of this Agreement or is involved, directly or indirectly, in any fraudulent, deceptive, manipulative or otherwise illegal activity connected to Vetrina Live, including without limitation to the Vetrina Live Site, Tracking Codes and/or Users, Vetrina Live shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the Tracking Codes assigned to such Affiliate inoperative, and immediately block Affiliate access to the Program, with no compensation to Affiliate. Affiliate hereby irrevocably waives any claim or demand against Vetrina Live, its directors, officers, shareholders or employees in respect of such action taken by Vetrina Live.
We can delay payment, or block your activity, if we discover suspicious activity on your part.
9.6 The Affiliate is responsible for the payment of all taxes applicable to the conduct of Affiliate’s business. The payment to the Affiliate shall be subject to any withholding tax obligations applicable by law. It is agreed that the Referral Fees are inclusive of any and all taxes applicable by any law including VAT.
You are responsible for payment of taxes.
10. Vetrina Live Transactions Processing Services Policies and Pricing.
10.1 Vetrina Live will process transactions placed by Users who used the Tracking Codes from the Affiliate Site to Vetrina Live Site.
10.2 Vetrina Live reserves the right to reject transactions that do not comply with any certain reasonable requirements that Vetrina Live may periodically establish.
We reserve the right to reject transactions.
10.3 Vetrina Live will be responsible for all aspects of transactions processing and fulfillment.
10.4 Vetrina Live will track purchases generated by Users referred through the Affiliate Site. To permit accurate tracking, reporting, and Affiliate Fees accrual, the Affiliate shall ensure that Tracking Codes are properly formatted. Vetrina Live will not be responsible for improperly formatted Tracking Codes.
It is your responsibility to properly format the code.
10.05 Vetrina Live may change the pricing, policies and operating procedures at any time consistent with applicable laws. For example, Vetrina Live will determine the prices to be charged for services in accordance with Vetrina Live’s own pricing policies. In the event that such changes affect items that Affiliate already has presented on the Affiliate Site, the Ads or any other information provided by Affiliate to third parties in respect with this Agreement and its participation in the Program, Affiliate must track such changes and reflect them in the Affiliate Site or in any other relevant marketing means.
We determine our own prices and policies. You should keep track of our changes to properly display them on your site.
10.6 Affiliate may engage other entities as sub affiliates for the purpose of referring visitors of such sub affiliates’ websites to the Vetrina Live Site via the Designated Links and the Adds (“Sub Affiliates”).
You can have a Sub Affiliate(s) as long as you comply with these terms.
10.7 Affiliate shall immediately inform Vetrina Live of any Sub Affiliate it engages and shall provide Vetrina Live all the details required by Vetrina Live from time to time in connection such Sub Affiliate.
You will inform us of any Sub Affiliate(s) you have.
10.8 Affiliate assumes full and sole responsibility for the activities conducted by its Sub Affiliates. Affiliate shall require to be subject to the same restrictions placed on Affiliates, including without limitation under Sections 4,5, 6, 7, 8 13, 15 and 16 respectively. Affiliate shall regularly monitor the activities of its Sub Affiliates and shall verify they are in compliance with such provisions.
You take full responsibility for any Sub Affiliate(s) you have.
10.9 Affiliate shall be responsible for the payment of any fees, rewards and any other compensation to its Sub Affiliates. As Sub Affiliates are not registered Affiliates, Vetrina Live is not required to pay any amount or Referral Fees to the Sub Affiliate, even if such Sub Affiliate generates traffic or transactions to Vetrina Live.
You are responsible for the payment of any fees, rewards and any other compensation to your Sub Affiliates
10.10 Affiliate shall be liable, for all intents and purposes, to Vetrina Live for the performance of its Sub Affiliates’ obligations. Any activity (or lack thereof) in violation of this Agreement by a Sub Affiliates shall be deemed as a breach of this Agreement by the Affiliate.
You are responsible for the performance of your Sub Affiliates
10.11 If Vetrina Live requests Affiliate to cease engaging a Sub Affiliate as such, Affiliate shall immediately do so. Vetrina Live shall not be required to provide any explanation to such request.
You will cease engaging with any Sub Affiliate(s) at our request.
11. Affiliation Term and Termination.
11.1 The term of Affiliate’s participation in the Program shall commence upon Vetrina Live’s acceptance of the Affiliate Application and shall end upon provision of a termination notice by either party in accordance with the provisions of this Section 12 (the “Affiliation Term”).
11.2 Either party may terminate Affiliation Term as for its own participation in the Program at any time, with or without cause, by giving the other party a ten (10) days prior written notice of termination.
Each of us can terminate the Agreement upon a ten-day notice.
11.3 Subject to Section 11.4 herein, termination of the Affiliation Term will result in the deactivation or deletion of the Affiliate’s account or its access to the Affiliate account in the Vetrina Live Site, and the forfeiture and relinquishment of all potential or to-be-paid Affiliate Fees in the Affiliate account.
11.4 Subject to the provisions of Section 10 above, and except as stated otherwise, upon termination of the Affiliation Term, Affiliate will be entitled to receive Affiliate Fees for Premium Referred User accrued during the Term of this Agreement.
11.5 In the event of a material breach of this Agreement by Affiliate, Vetrina Live may, at its sole and absolute discretion, terminate the Affiliation Term immediately, without prior notification, and the Affiliate will not be entitled to receive any unpaid Affiliate Fees, which accrued prior to such termination.
We can terminate the Agreement immediately if you are in breach of the terms.
11.6 Upon the termination of the Affiliation Term for any reason, Affiliate shall promptly remove all Tracking Codes, Ads and other Program related content from Affiliate Site or any other communication means used by the Affiliate. Affiliate will immediately cease use of, and remove from Affiliate Site, all links to Vetrina Live Site, and all of Vetrina Live Marks, and all other materials provided by or on behalf of Vetrina Live to the Affiliate pursuant here to or in connection with the Program.
Upon termination, you need to remove all Vetrina Live materials from your website.
11.7 Sections 2, 4.5, and Sections 12 through 19 of this Agreement and any other provisions that by their express terms do, or by their nature should survive termination of Affiliation Term, shall continue to be in force despite the termination of the Affiliation Term.
12.1 Vetrina Live may disclose to Affiliate certain information as a result of Affiliate’s participation in the Program, which information we consider to be confidential (herein referred to as “Confidential Information”). For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to ((i) any modifications to the terms and provisions of the Program made specifically for the Affiliate or Affiliate Site and not generally available to other affiliates of the Program; (ii) price guidelines, future service releases, trade secrets, know-how, inventions, processes, programs, schematics, data, pricing and discount schedules, customer lists, financial information and sales and marketing plans relating to Vetrina Live or Vetrina Live’s services. Confidential Information shall also include any information that Vetrina Live designate as confidential during the term of this Agreement. Confidential Information shall not include information which is: (a) previously known to the other party without obligation of confidence or without breach of this Agreement; (b) which is publicly disclosed (other than by the Affiliate) either prior or subsequent to the Affiliate’s receipt of such information; (c) required to be disclosed by the other party by law or by the order of a court or similar judicial or administrative body.
You will keep in confidence any information we provide you which is not publicly released by us.
12.2 Affiliate shall at all times, both during the Term and at all times thereafter, keep and hold such Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without Vetrina Live’s prior written consent.
13. General Provisions, Responsibilities of the Affiliate, Representations and Warranties.
In order to use our services, there are certain obligations and conditions you need to meet.
13.1 Affiliate hereby warrants and represents that he/she is over the age of eighteen (18) and in all respects Affiliate is qualified and competent to enter into this Agreement.
Among others, you need to be of a certain legal age of majority, reside and use our services in a permitted location.
13.2 Affiliate will provide accurate and complete details regarding his/its identity and personal details such as: bank account, wiring instruction, address or other required information.
All the information you provide to us must be accurate.
13.3 Affiliate will be solely responsible for the development, operation, and maintenance of Affiliate Site and Affiliate’s activities and for all materials related thereto. Affiliate will indemnify and hold Vetrina Live harmless from all claims, damages and expenses incurred by Vetrina Live due to any third party claims relating to the development, operation, maintenance, manner and contents of the Affiliate Site or activities.
You are responsible for your website.
13.4 In the event that any entity (including any employee, agent, subcontractor or representative of Affiliate (each, an “Affiliate Agent”) participates in the Program or otherwise acts on behalf of Affiliate with respect thereto, Affiliate shall ensure that such Affiliate Agent fully complies with the terms of this Agreement, and Affiliate shall be fully liable for any act or omission of such Affiliate Agent.
You are responsible for the actions of your employees and agents.
13.5 Affiliate hereby represents and warrants to Vetrina Live that materials posted on his/its Affiliate Site do not violate or infringe upon the rights of any third party, and that materials posted on his/its Affiliate Site are not libelous or otherwise illegal nor may cause Affiliate to violate any of its representations and obligations under this Agreement. Vetrina Live disclaim all liability for all such matters.
The content on your website does not infringe the rights of any third party.
13.6 As a condition to Affiliate’s participation in the Program, he/it is hereby represents and warrants that during the Term of this Agreement, Affiliate will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority as applicable to Affiliate, whether those laws are now in effect or later come into effect during the Term of this Agreement.
You must comply with all applicable laws.
13.7 This Agreement has been duly and validly executed and delivered by Affiliate (by acceptance of its terms) and constitutes Affiliate’s legal, valid, and binding obligation, enforceable against Affiliate in accordance with the terms contained herein.
13.8 The execution, delivery, and the performance by Affiliate of duties pursuant to this Agreement will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate: any provision of law, rule, or regulation to the extent applicable; any order, judgment, or decree applicable or binding upon Affiliate’s assets or properties; any provision of Affiliate’s by-laws or certificate of incorporation, or any agreement or other instrument applicable to Affiliate or binding upon Affiliates assets or properties.
You have the legal right to execute this Agreement.
13.9 No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by Affiliate in connection with the execution, delivery, and performance of this Agreement or the taking by Affiliate of any other action hereunder.
13.10 To the best of Affiliate’s knowledge, there is no pending threatened claim, action, or proceeding against him/it, or any affiliate thereof, with respect to the execution, delivery, or consummation of this Agreement, or with respect to any intellectual property infringement, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.
13.11 Affiliate understands that Vetrina Live may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with the Affiliate Site.
We can solicit customer referrals on different terms.
13.12 Vetrina Live has the right, in Vetrina Live’s sole discretion, to monitor Affiliate Site at any time and from time to time to determine if the Affiliate is in compliance with the terms of this Agreement. Any deviations from the guidelines and treatment described in this Agreement must be approved in advance and in writing by Vetrina Live.
We can monitor your site to make sure you comply with the terms of this Agreement.
14. Relationship of Parties
14.1 Vetrina Live and Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
14.2 Affiliate will have no authority to make or accept any offers or representations on Vetrina Live’s behalf. Affiliate will not make any statement, whether on its/his Affiliate Site or otherwise, that reasonably would contradict anything in this Agreement.
15.1 VETRINA LIVE MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AGREEMENT, THE PROGRAM AND THE INFORMATION TO BE DELIVERED PURSUANT HERETO. INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, TRADE USAGE OR FITNESS FOR A PARTICULAR PURPOSE.
We make no warranties regarding our services, including their quality, reliability, security, compatibility and conditions.
15.2 VETRINA LIVE MAKES NO REPRESENTATION AS TO ANY OF THE INFORMATION FOUND ON VETRINA LIVE’S SITE. THE MATERIALS ON VETRINA LIVE’S SITE AND FOR THE AFFILIATED SITES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. VETRINA LIVE DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED ON THE VETRINA LIVE’S SITES. ANY OF THE INFORMATION OFFERED ON VETRINA LIVE’S SITE MAY CHANGE AT ANY TIME WITHOUT NOTICE.
15.3 Should the materials or services provided prove defective and/or cause any damage to equipment or any loss or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes the entire cost and responsibility for them.
15.4 Affiliate will indemnify and hold harmless Vetrina Live, its subsidiaries, officers, employees, agents, and third parties from and against any claims, liabilities, losses, costs, damages or expenses (including attorney’s fees) arising, directly or indirectly, in connection with Affiliate’s operations or website or out of any disputes between Affiliate and any other party relating to this Agreement or the participation in the Program, the Site(S) or to services provided by Vetrina Live.
16. Limitations of Liability
16.1 UNDER NO CIRCUMSTANCES SHALL VETRINA LIVE, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE HELD LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES AND/OR LOSSES, TO THE AFFILIATE, USER, AND/OR OTHER THIRD PARTY THAT MAY ARISE DUE TO (I) “DOWNTIME” AND/OR AVAILABILITY OF VETRINA LIVE SITE OR THE PROGRAM, AND ANY LOSSES OF ANY KIND THAT MAY RESULT DUE TO DOWNTIME IN THE PROGRAM AND/OR ANY OTHER THIRD PARTY’S DOWN TIME; (II) ANY TERMINATION OF THIS AGREEMENT;. (IV) ANY INVESTMENTS, ACTUAL OR PLANNED, BY AFFILIATE IN CONNECTION WITH ITS PARTICIPATION IN THE AFFILIATES PROGRAM.
If we get sued, or are otherwise placed in harm’s way because of something you did, you will bear the associated costs and damages.
16.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, VETRINA LIVE, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS WILL NOT BE LIABLE TO AFFILIATE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS OR LOST BUSINESS), EVEN IF VETRINA LIVE, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO THE AFFILIATE UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
Subject to applicable law, we will not be liable for any damages.
17.1 Vetrina Live may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion by providing Affiliate fourteen (14) days prior notice of such modification. Notice of any change by e-mail, to Affiliate’s address as provided to Vetrina Live, or the posting on our Site of a change notice or a new agreement, is considered sufficient notice to Affiliate of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available Affiliate Fees, payment procedures and schedules, and Affiliation Program rules.
We may make changes to our services, or to these terms at any time.
17.2 Notwithstanding the foregoing Section 17.1, the Referral Fees Plan may be altered, modified or changed by Vetrina Live, from time to time, in its sole and absolute discretion, provided that Vetrina Live will notify Affiliate of such change of the Referral Fees Plan. Affiliate Fees earned prior to such change will be paid according to the conditions in effect prior to such changes. Referral Fees earned after such change is in effect will be paid according to the new conditions of the amended Referral Fees Plan’s effective date at which the payment has been made.
17.3 If any modification is unacceptable to Affiliate, its/his/her sole recourse shall be to terminate this Agreement. Affiliate’s continued participation in the Program following posting of a change notice or a new agreement on Vetrina Live Site will constitute binding acceptance of such change.
18.1 The headings herein are inserted as a matter of convenience only and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.
Any explanation or summary under the right “#AsSimpleAsThat” column, is provided only for convenience, and in no way defines or explains any section or provision hereof, or legally binds any of us in any way.
18.2 The failure of each of the parties to exercise or enforce any right or provision of the conditions and terms of this Agreement shall not constitute a waiver of such right or provision. Vetrina Live failure to enforce Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of Vetrina Live’s right to subsequently enforce such provision or any other provision of this Agreement.
18.3 This Agreement constitutes the entire understanding between the parties regarding to specific subject matter covered herein. This Agreement supersedes any and all prior written or verbal contracts or understandings between the parties hereto and neither party shall be bound by any statements or representations made by either party not embodied in this Agreement.
18.4 If any dispute arises in connection with the performance of this Agreement and cannot be amicably resolved, such dispute shall be solely and finally governed by and be construed according to the laws of Italy, without regard to the conflict of laws provisions thereto. Any dispute arising under or in relation to this Agreement shall be exclusively resolved in the competent courts of Italy.
These terms and our relationship shall be governed by the laws of the State of Italy. Any disputes between us may only be brought before the courts of Italy.
18.5 The rights and obligations of each party hereunder shall inure to the benefit of the respective successors and assigns of the parties hereto, provided that, except as expressly provided herein, the Agreement and any rights or obligations hereunder shall not be assigned or delegated by Affiliate without the prior written consent of Vetrina Live (which shall not be unreasonably withheld).
19. Independent Investigation
19.1 Vetrina Live encourages Affiliate to consult with legal and/or financial and/or tax and/or accounting advisors prior to entering the Program.
You are welcome to seek legal, financial and/or technical advice in connection with this Agreement.
19.2 Affiliate acknowledges and agrees that nothing herein and no statement by Vetrina Live or any of its employee or other person associated with Vetrina Live has prevented Affiliate in any way from seeking such advice before entering into this Agreement.
19.3 Affiliate has independently evaluated the desirability of participating in the Program and he/it is not relying on any representations or statements other than as set forth in this Agreement.
19.4 AFFILIATE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS IT, HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ACCEPT THE OBLIGATIONS, WHICH IT IMPOSES UPON AFFILIATE WITHOUT RESERVATION. AFFILIATE HAS ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO AFFILIATE TO INDUCE HIM/IT TO ACCEPT THIS AGREEMENT. AFFILIATE AGREES TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY. **
You read this Agreement and you understand it.