Affiliate Agreement of EDLOUD INC. for Affiliate Partners of the online platform EDLOUD

Status: June 22, 2015

§ 1 Introduction
1.1 EDLOUD INC., 80 Pine Street, Floor 24, New York, NY 10005 (hereinafter referred to as “EDLOUD INC.“), operates the online platform EDLOUD (hereinafter referred to as “EDLOUD”) under different domains, sub-domains and aliases of these domains and subdomains and makes it available to information brokers (hereinafter referred to as “Partners”) and End Users. EDLOUD INC. allows Partners to use the technical framework of EDLOUD in order to create and operate their own online portal to provide goods and services to End Users. These General Terms and Conditions (hereinafter referred to as “T&Cs”) govern the legal relationship between EDLOUD INC. and the Affiliate Partners (hereinafter referred to as “Affiliate”).
1.2 By signing up for an EDLOUD Affiliate Account, the Affiliate accepts the following Affiliate Agreement.

§ 2 Joining the Program
By applying for EDLOUD INC.s affiliate program, and upon acceptance, Affiliate will become an affiliate and is bound by the terms of this agreement. Affiliates participation in the program is solely for the following purpose: to legally advertise EDLOUD’s websites (www.edloud.com and others) (hereinafter referred to as websites), to receive a commission on the total number of leads and/ or a revenue share for the monthly subscription fee paid by the referred Partners.

§ 3 Affiliate Responsibilities
It is understood that Affiliate will introduce the Advertisers software and services to Affiliate’s current and prospective customers/ members/ readers/ visitors and will comply with all laws as well those that govern email marketing and anti-spam laws. EDLOUD INC. reserves the right to accept or reject any prospective customers.
The maintenance and the updating of Affiliate’s site will be Affiliate’s responsibility. In addition, it is entirely Affiliate’s responsibility to follow all applicable intellectual property and other laws that pertain to Affiliate’s site. Affiliate must have explicit permission to use any person’s copyrighted material, be it a text, an image, or any other copyrightable work. EDLOUD INC. will not be responsible (and Affiliate will be solely responsible) if Affiliate uses another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

§ 4 EDLOUD’s Rights and Responsibilities
EDLOUD INC. has the right to monitor Affiliate’s site at any time to determine if Affiliate is following the terms and conditions of this Agreement. EDLOUD INC. may notify Affiliate of any changes to Affiliate’s site that EDLOUD INC. feels should be made, or to make sure that Affiliate’s links to the websites are appropriate. If Affiliate does not make the changes to Affiliate’s site that EDLOUD INC. feels are necessary, EDLOUD INC. reserves the right to terminate Affiliate’s participation in this Affiliate Program.
Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license.

§ 5 Commission and Payment
There are two types of referral fees that can be earned:
• Lead Commissions
• Revenue Commissions
Lead commissions are earned once a new customer has signed up for a free trial or a demo of EDLOUD. Revenue commissions are earned once a customer has made a payment to the EDLOUD INC. (e.g. for monthly subscriptions or annual subscriptions).
The parties agree on commissions separately.
EDLOUD INC. will only pay commissions on links that are automatically tracked and reported by its systems. EDLOUD INC. will not pay commissions if someone merely says they signed up or someone says they entered a referral code if it was not tracked by EDLOUD INC.’s system. EDLOUD INC. can only pay commissions on business generated through properly formatted special links that were automatically tracked by its systems.
EDLOUD INC. reserve the right to disqualify commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. See “Fraud” and “Revocation of Affiliate Status” for details.
Payments occur only once Affiliate has earned 100,00 EUR or more in affiliate income. If Affiliate’s affiliate account never crosses the 100,00 EUR threshold, Affiliate’s commissions will not be realized or paid. If Affiliate doesn’t reach the 100,00 EUR in a single month, the amount will be transferred to the next month and will be paid out once Affiliate has reached the 100,00 EUR accordingly.
Commission payment occurs per billing cycle (monthly) and will be paid straight into Affiliate’s PayPal or International bank account in US dollars. When customers have paid in Euros, EDLOUD INC. will convert and credit the associated referral fees in US Dollars using the published European Central Bank rate at the time of payment.
A summary of sign ups and statement of referral fees is available to the Affiliate by weekly update sent out by email.

§ 6 Fraud
If Affiliate fraudulently adds leads or inflate leads by fraudulent traffic generation, Affiliate will forfeit Affiliate’s commission and Affiliate’s account will most likely be terminated. EDLOUD INC. will contact Affiliate in case EDLOUD INC. has detected fraudulent behavior. It is Affiliate’s obligation to prove EDLOUD INC. that Affiliate is not committing fraud. EDLOUD INC. will hold Affiliate’s payment in ‘Pending Status’ until Affiliate has satisfactorily provided evidence that Affiliate is not defrauding the system. EDLOUD INC. flag accounts that:
• have shown fraudulent leads
• use fake redirects, automated software, and/or fraud to generate leads
Affiliates will not be rewarded for the following types of leads: wrong phone number, unreachable (over 5 calls), any self-referring, any simulated introduction of a lead via the affiliate’s tracker ID, any double introduction of an individual lead already introduced, any acquisition of leads and/or data through illegal means or similar action, leads generated via the use of illegal measures and disrupting marketing methods, creation of false accounts and unauthorized use of any third-party accounts, collusion, and leads generated via a modification of the marketing material provided.
EDLOUD INC. use a locking period of 14 days after customer sign-up to verify Affiliate’s leads for any type of fraud as described above. Affiliate-referred orders can get canceled when fraud is detected but once the locking period has passed, the commission gets permanently locked in Affiliate’s affiliate account.
In the event that EDLOUD INC. reasonably deems that fraudulent activity has taken place in relation to the generation of the commissions, EDLOUD INC. shall notify Affiliate promptly of the nature of the fraud and of the identity of the perpetrator of the fraud. Affiliate shall rectify the situation within 72 hours from the notification. If the situation cannot be clarified to the satisfaction of EDLOUD INC. within these 72 hours, EDLOUD INC. shall be entitled to terminate the Agreement with Affiliate immediately and terminate the contractual relationship with immediate effect. EDLOUD INC. has the right to withhold any commission as from the moment at which EDLOUD INC. suspects any fraudulent activity. In EDLOUD INC.’s sole discretion, EDLOUD INC. may recalculate the commission in light of such suspected fraud traffic or forfeit Affiliate’s commission in respect of fraud traffic.

§ 7 Modification
EDLOUD INC. may modify any of the terms and conditions in this agreement at any time at its sole discretion. In such event, Affiliate will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and EDLOUD INC.’s Affiliate Program rules. Affiliate are responsible for complying with any changes to the contract within 10 calendar days from the date of change. Failure to terminate the agreement within those 10 calendar days will constitute Affiliate’s acceptance of the changes to this contract.

§ 8 Termination
Either Affiliate or EDLOUD INC. may end this Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by Affiliate. Affiliate are only eligible to earn Affiliate payments during Affiliate’s time as an approved Affiliate.

§ 9 Affiliate Relationship
This Affiliate relationship is one of independent contractors. EDLOUD INC. will not be liable for indirect, special or consequential damages arising in connection with this program and its aggregate liability arising with respect to this program will not exceed the total referral fees paid or payable to Affiliate.

§ 10 Revocation of Affiliate Status
Affiliate’s affiliate application and status in the program may be suspended or terminated for any of the following reasons:
• Inappropriate advertisements (false claims, misleading hyperlinks)
• Illegal spamming (mass email, mass newsgroup posting, etc.)
• Advertising on sites containing/promoting illegal activities
• Violation of intellectual property rights
• Inability to setup links or refer clients to EDLOUD INC. (lack of performance)

§ 11 Affiliate Links
Affiliate may use graphic and text links both on Affiliate’s website and in emails. The site may also be advertised “offline” in classified ads, magazines, and newspapers. Affiliate may use the graphics and text provided to Affiliate by us, or Affiliate can contact us for other required materials. Our design team will then assist Affiliate and deliver the right templates with tracking links included.

§ 12 Affiliate Tracking
When a lead clicks on Affiliate’s affiliate link, a cookie is set in their browser that contains Affiliate’s affiliate username. Also, their IP address is tracked in the database along with Affiliate’s affiliate name. When this person decides to sign up for EDLOUD, the script will look for this cookie and/or try to match their IP address to link the customer to the right affiliate. Visitors sent through Affiliate’s affiliate link may sign up later in time and the commission will still be awarded up to 60 days if the cookie is present in their browser and/or they are using the same IP address as the one logged in the database.

§ 13 Liability
EDLOUD INC. will not be liable for indirect or accidental damages (loss of revenue, commissions) due to affiliate tracking failures, loss of database files, and any results of “intents of harm” to the program or websites. EDLOUD INC. does not make any expressed or implied warranties with respect to the affiliate program and/or products sold at this site. EDLOUD INC. makes no claim that the operation of the affiliate program and websites will be error-free and EDLOUD INC. will not be liable for any interruptions or errors. EDLOUD INC. is located in New York, USA and this affiliate program is governed by the laws of the USA.

§ 14 Miscellaneous
Affiliate agrees that Affiliate is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Affiliate and EDLOUD INC. Affiliate will have no authority to make or accept any offers or representations on EDLOUD INC.s behalf. Affiliate will not make any statement, whether on Affiliate’s site or any other of Affiliate’s site or otherwise, that reasonably would contradict anything in this agreement.
By submitting Affiliate’s application, Affiliate acknowledges that Affiliate has read the terms and conditions, understands and agrees with them.

§ 15 Provider Identification
Our contact information is:
EDLOUD INC.,
represented by its managing directors Moritz Hunsdiek and Nikolaus Thomale

New York Office
80 PINE STREET, FLOOR 24
NEW YORK, NY 10005

Berlin Office
Alte Jakobstr. 78
D-10179 Berlin
Germany

e-mail: [email protected]
telephone: +49 (0) 30 57 70 114 00

New York, 06/22/2015

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