Terms of Service
Last updated: 25 January 2020
The Company reserves the right to update and change the Partner Terms by posting updates and changes here: https://smartseller.online/affiliate-program/terms-of-service. You are advised to check the Agreement from time to time for any updates or changes that may impact you.
1.1. The binding Agreement between you and the Company comprises of these particular Partner Terms that apply to your participation in the Program provided via the following Internet website https://smartseller.online/affiliate-program (the “Site”), and do not alter in any way the Partner Terms of any other possible agreement you may have with the Company, its subsidiaries or affiliates.
1.2. Please note that these Partner Terms affect your legal rights and obligations. If you do not agree to be bound by all of the Partner Terms, do not access or use the Site.
2.1. “SmartSeller” [also “Company” or “we”] refers to the entity that owns website https://smartseller.online which provides the Partner Program.
2.2. “Partner” [also “you”] means any natural or legal person (including any entity, affiliated company, and/or any agency or network acting on its behalf, that has registered with the Program via the Site, which will also be contracted by this Agreement.
2.3. “Services” means services supplied by SmartSeller under the main Terms of Service and specified thereof, namely SmartSeller, available for customers via the following Internet websites https://smartseller.online.
2.4. “Partner Program Services” means services available for customers via SmartSeller’s Partner Program.
2.5. “License” [also “Account”] means the account created by the customer or by the Partner for the customer for providing Services to the customer.
2.6. “Partner’s Account” means an account created by the Partner in the Program via the Site for managing the Program.
2.7. “Affiliate” means a Partner who chooses to participate in an affiliate model of the Program.
2.8. “Referral Fee” means the payment/commission SmartSeller makes to an Partner in return for selling its Partner Program Services or gaining customers via Partner Program Services on the terms set out in this Partner Terms.
2.9. “Referral Link” means a link containing a unique affiliate ID – an additional information assigned to Partner’s Account, thanks to which the Company knows which Partner gets a credit for each sale.
2.10. “First Click Attribution Model” means the principle on which customers who click the Referral Link lead by more than one Affiliate, are assigned to a specific Affiliate.
2.11. Single-Tier Affiliation” means an affiliate earns a commission of all sales made in the Program. “Multi-Tier Affiliation” means an Affiliate model extension which gives Affiliates the opportunity to invite referred partners to the Program and earn a commission of all sales their referrals make in the Program.
2.12. “Amount Due” means the final amount to be paid to the Partner due to his activity in the Program.
2.13. “Licensed Materials” means promotional tools such as banners, buttons, search engines, logos, trade names, trademarks, graphic images and similar identifying material etc.
2.14. “Site” means belonging to SmartSeller https://smartseller.online
3. Data protection provisions
3.1. The Company is dedicated to protecting personal data and to promote compliance with rules set forth by, among others, European Union.
3.2. This Agreement shall be supplemented by General Data Protection Compliance form available through this link.
3.3. Any observation or breach of data protection may be reported via firstname.lastname@example.org
3.5. Partner also agrees and warrants that he or she complies with all applicable data protection laws (including The General Data Protection Regulation (GDPR) (EU) 2016 / 679) while collecting and processing their customers’ personal data gained for the purpose of accessing the Program (including but not limited to: gaining consents for data processing, if applicable, and gaining consents for data transfer). Partner is responsible for the lawful acquisition and processing of personal data transferred to the Company through the Program.
4. General Partner Program statements
4.1. To participate in the Program the Partner:
4.1.1. must be at least 18 years old,
4.1.2. should have an active and verified PayPal account in good standing (PayPal account is not necessary to sign up to the Program, however – it is the only commission withdrawal method Partner Program supports, thus it is mandatory to request a withdrawal).
4.2. By registering with the Program via the Site you agree to be bound by these Partner Terms and confirm that you are at least 18 years of age and are lawfully fit and able to accept these Partner Terms.
4.3. If you are participating in the Program on behalf of any legal person, entity or corporation you further represent and warrant that you are rightfully authorized to accept these Partner Terms and enter into an Agreement on such entity’s behalf.
4.4. The Company reserves the right in its sole discretion at any time to refuse to anyone’s participation in the Program and change any of Partner Terms. You agree that your participation in the Program after the date when the updated Partner Terms come into effect establishes an Agreement based on the amended Partner Terms and will apply to your participation in the Program from that point forward.
4.5. Providing false information in the registration form will result in immediate termination from the Program and will forfeit all outstanding Referral Fees.
5. Partner Responsibilities
5.1. Partner shall introduce Partner Program Services to current and prospective customers and shall comply with all applicable laws (including an applicable data protection laws) as well those that govern email marketing and anti-spam laws.
5.2. The Affiliate may post as many Referral Links to Partner Program Services as Affiliate finds necessary as well as register in any search, referral, or advertising services (such as e.g. Google’s AdWords program, Facebook Advertisement and others), provided that Affiliate ensures that each website containing a Referral Link meets the terms of this Agreement.
5.3. Partner shall not:
5.3.1. purchase or register search engine keywords, AdWords, search terms or other identifying terms that the Company considers in its sole discretion as promoting sexually explicit materials, violence, firearms or weapons, illegal activities, fake or counterfeit items, promote gambling or betting, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or infringing upon others’ intellectual property rights,
5.3.2. register any domain names which are identical or similar to the Company’s (including but not limited to domains, names, Services and Partner Program Services) or any other trademarks owned by the Company and Partner shall at all times comply with reasonable guidelines for the use of such trademarks as may be issued from time to time,
5.3.3. install spyware on another person’s computer; cause spyware to be installed on another person’s computer, or use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising other content on a website in a way that interferes with a person’s ability to view that website.
6. Affiliate’s cooperation
6.1. Partner participating in Partner Program as an Affiliate is entitled to Referral Fee.
6.2. For a sale of Partner Program Services to generate a Referral Fee the customer must jointly:
6.2.1. use a browser that has its cookies setting enabled,
6.2.2. follow a Referral Link,
6.2.3. purchase Partner Program Services and remit full payment to Company.
6.3. In the Single-Tier Affiliation, an affiliate will receive a Referral Fee which amounts to 30% of Net Income from every sale of Partner Program Services made with accordance to paragraph 6.2. Net Income means total income from customer.
6.4 In case the Affiliate uses the Multi-tier Affiliation (to be implemented in near future) their Referral Fee, structure of commission will be announced and updated in this Terms of Service once the multi-tier Affiliate system is ready. In Multi-Tier Affiliation, an affiliate earns additional commission for a wider number of affiliates in different tiers in the affiliate network.
6.5. Referral Fee may be a subject for adjustments for the credit card chargebacks, PayPal charges and refunds. Fraudulent or voided transactions do not qualify as basis for Referral Fee.
6.7. Referral Fees can only be accrued to Accounts (Licenses) created via Referral Link. Accounts (Licenses) created by the Partner without using a Referral Link or before signing up to the Program are not subject to Referral Fees and cannot be migrated to the Partner’s Account.
6.8. Only the Affiliate who was assigned the Referral Link customer clicked on first (the one that drove the buyer/customer to purchase Partner Program Services) will get Referral Fee for the sale. First Click Attribution Model applies here. Basing on 360 days cookie lifetime the Referral Fee is paid to the Affiliate whose Referral Link was clicked by the lead.
6.9. The Company shall have the sole right for processing all orders made by customers. Affiliate acknowledges that all agreements relating to sales to customers shall be between the Company and the customer and that the prices for the Partner Program Services will be set solely by the Company in its discretion.
6.10. All determinations of Referral Links and whether a Referral Fee is payable will be made by the Company in its sole discretion, and will be final and binding on both the Company and the Affiliate.
6.11. Affiliate will not be entitled to receive any Referral Fees in respect of customer who:
6.11.1. has been introduced in breach of any term of this Agreement or agreement between the Company and a customer,
6.11.2. makes an initial payment which is subject to a chargeback or which is reversed for any other reason,
6.11.3. fails any identity or credit checks carried out by the Company or on its behalf,
6.11.4. is located in a territory from which the Company does not accept customers,
6.11.5. is suspected by the Company of acting in breach of the terms and service governing their Account (License) or any fraudulent or dishonest activity.
6.12. In the event described in paragraph 6.9. if any such payment has already been made to Affiliate in respect of such customer, Affiliate will promptly repay the amount paid on receiving notice from the Company. The Company will be entitled, but not obliged, to set-off any amount owed as a result against future Referral Fees.
6.13. All payments made by the Company under this Agreement are deemed inclusive of any VAT or other tax payable and will be paid in USD exclusively with PayPal. Any fees connected with withdrawing funds e.g. PayPal transaction fee, shall be borne by the Affiliate.
7. Company’s Responsibilities
7.1. The Company agrees to pay the Partner Referral Fees on sales of the Partner Program Services referred directly by the Partner (“Referral Fees”) if that customer has accessed the Company’s Services and the Partner Program Service has been purchased and paid.
7.2. Upon registration at the Program the Company will make available:
7.2.1. Referral Link which redirects to the applicable Company’s website with a unique login assigned (“Referral Link”). This information is saved on the computer of the visitor, who enters the applicable Company’s website through the Referral Link, in the form of a cookie which is active for a period of 360 days. First Click Attribution Model applies here which means basing on 360 days cookie lifetime the Referral Fee is paid to the Affiliate whose Referral Link was clicked as the first one.
7.2.2. Affiliate dashboard, where Affiliate will be able to review statements showing the number of customers introduced via Referral Link for the Company’s Services, amount of the accrued Referral Fees available for withdraw in accordance with paragraph 6.10, (“Amount Due”), contact details including address, as well as payment information associated with the Affiliate’s Partners Account.
7.2.3. Promotional tools such as banners, buttons, search engines, logos, trade names, trademarks, graphic images and similar identifying material etc (“Licensed Materials”).
8.1. Unless otherwise indicated, all of the Licensed Materials featured or displayed on the Site and on Partner’s Account, including, but not limited to, text, logo, graphics, data, photographic images, moving images, sound, illustrations, software, and the selection and arrangement thereof is owned by the Company, its licensors, or its third-party image partners. All elements of the Site are protected by copyright, intellectual property laws or other related. In particular the Company’s logo is a registered trademark owned by the Company and is therefore subject to national as well as international protection. Additionally the Company’s Services logos may be registered as trademarks owned by the Company and therefore subject to national as well as international protection.
8.2. Partner is granted a non-exclusive, non-transferable, terminable license to use the Licensed Materials solely for purposes of the Program and in accordance with such other limitations and restrictions as set out in this Agreement.
8.3. Partner may use the Licensed Materials only for purposes expressly authorized by the Company. Partner may not:
8.3.1. modify the Licensed Materials in any manner. For example, Partner may not change the proportion, color, or font of the Licensed Materials,
8.3.2. display the Licensed Materials in any manner that implies endorsement of Affiliate’s website or business by the Company outside of involvement in the Program,
8.3.3. use the Licensed Materials to disparage the Company, its Services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our good will in the Licensed Materials.
8.4. Each Licensed Material must appear by itself, with reasonable spacing (at least the height of the Licensed Material) between each side of the Licensed Material and any other graphic or textual image. You may place the Company’s name or logo adjacent to competitive brands, subject to the requirements of this Agreement, including prohibitions against objectionable material and websites.
9.1. The Company may terminate this Agreement for any reason, at any time. In particular the Company reserves the right to terminate the Agreement with the Partner immediately and without notice and Partner forfeit all Referral Fees if the Partner is involved with any of the following:
9.1.1. providing false information in the registration form.
9.1.2. violating any Partner’s responsibilities stated in this Agreement (including but not limited to the Section 5 of these Partner Terms).
9.1.3. any attempt to artificially inflate Referral fees will result in immediate termination of this Agreement and will forfeit all outstanding Referral Fees.
9.2. Partner is able to cancel Partner’s Account by making contact with SmartSeller.
You hereby agree to indemnify and hold the Company and its subsidiaries, employees, affiliates, officers, agents, partners and licencors harmless from and against any and all third party demands, claims, liability, loss, and expense including damage awards, settlement amounts, and reasonable legal fees brought against the Company or any of the above mentioned person(s), arising out of, related to or which may arise from your access to or use of the Site, your breach or alleged breach of these Partner Terms, or your violation of any third-party rights including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right, your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or any misrepresentation made by you.
11. Disclaimer of Warranties
11.1. Unless otherwise mutually agreed to by the Parties in writing, the Site is provided by the Company on an “as is”, “as available” and “with all faults” basis and hereby the Company and its directors, employees, content providers, agents and affiliates exclude, to the fullest extent permitted by applicable law, any warranty, express or implied as to the Site.
11.2 The functions embodied on or in the Site are not warranted to be uninterrupted or without error.
11.3. The Company will not be liable for any damages of any kind arising from the use of the Site and makes no representations or warranties of any kind concerning the work, express, implied, statutory or otherwise, including, without limitation, warranties of title, merchant ability, fitness for a particular purpose, non-infringement, or the absence of latent or other defects, accuracy, or the presence of absence of errors, whether or not discoverable.
12. Limitation of Liability
12.1. The Company does not guarantee compatibility of offered Services with other producers’ software. User shall bear responsibility for the choices and consequences following from the use of other software including its applicability to user’s objectives.
12.2. Partner Terms are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, cause of dealing or otherwise, all of which are hereby excluded to the fullest point of law.
12.3. In no event and under no circumstances shall the Company, its directors, members, employees or agents be liable to you for any direct, special, indirect or consequential loss or damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise in any way connected with:
12.3.1. the Site or your use of or inability to use or the performance of the Site,
12.3.2. any errors or omissions in the Site’s operation; any action taken in connection with License, copyright or other intellectual property owners,
12.3.3. any damage to any user’s computer, mobile device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or net failure or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, stoppage, accuracy of results, or computer failure or malfunction, even if foreseeable or even if the parties have been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, strict liability or tort (including, without limitation, whether caused in whole or in part by negligence, telecommunications failure, or theft or destruction of the service).
12.4. By downloading the Licensed Materials, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waived.
13. Miscellaneous Provisions
13.1. If any clause or provision in these Partner Terms will become unenforceable, wherever possible this will not affect any other clause and each will remain in full force and effect.
13.2. Any waiver of any provision of the Partner Terms will be effective only if in writing and signed by the Company.
14. Applicable Law
14.1. All disputes arising in connection with these Partner Terms shall be primarily resolved amicably.
14.2. Partner Terms will not be governed by the United Nations conventions on contracts for the international sale of goods, if otherwise applicable.
14.3. You agree that all disputes you have with the Company in connection with the Partner Terms that cannot be amicably resolved shall be submitted for resolution by Common Court of Law at the location of SmartSeller principal office.