Affiliate Agreement

Rules for participation in the Yaware partner program

Update Date: 31.05.2023

The Partner Agreement (hereinafter – the “Agreement”) contains the terms and conditions that define your participation in the partner program (hereinafter “You” or the “Participant”) of Yaware Limited Liability Company (hereinafter – the “Company” or “We”), the owner of the website yaware.com.ua.
The Participant acknowledges that their participation in the Company’s partner program is only possible upon compliance with the terms and conditions set forth below and acknowledges the Company’s right to accept or reject their application to join the partner program at its sole discretion. By registering in the partner program, You confirm that You have read and understood this Agreement and agree to comply with it.
To participate in the partner program, You must submit an application by completing the registration form on the Company’s website. We reserve the right to accept or reject Your application at our sole discretion. Depending on the result of the application approval, this Agreement will come into effect between You and the Company. If We reject Your application, You will not be able to participate in the Company’s partner program.

1. Definitions

1. “Participant” – an individual or legal entity that has submitted an application to participate in the partner program and has received approval to participate from the Company in accordance with the terms of this Agreement.
2. “Advertisement” – text, graphic images, text blocks, banners, and other similar materials containing links to the Company’s Website.
3. “Company Brand” – the name of the Company, trademarks, service marks, and/or logos owned by the Company.
4. “Company Products and Services” – the services and products offered on the Company’s Website, which represents an online time-tracking system, as well as any other products or services that the Company may offer on the Website in the future. “Company Products and Services” do not include third-party products or services that may be placed on the Company’s Website.
5. “Company Website” – the website located at https://yaware.com.ua/uk/ and www.yaware.com, or any other website, page, subdomain, or additional domain that the Company may use in connection with this Agreement.
6. “Independent Partner” – operates independently of territory, using the provided tools (partner link, coupon code, banner) to attract clients. Commission payments are specified in Section 4.
7. “Regional Partner” – operates within an assigned territory, as defined in the terms of the Agreement. May attract clients using the provided tools (partner link, coupon code, banner) and may recruit their own partners. Commission payments for Regional Partners are specified in Section 4.
8. “Client” – an individual or legal entity who:
   has purchased a Company Product or Service on the Company’s Website using any of the offered payment methods;
   has registered on the Company’s Website using a Partner Link;
   has registered on the Company’s Website using a Coupon;
   is registering on the Company’s Website for the first time.
9. “Link” – a combination of the Company Website address and the Participant’s unique identifier, which identifies the Client as having registered through the Advertisement.
10. “Coupon Code” – a unique combination of characters used to identify a Client when registering on the Company’s Website as a Client referred by the Participant. The Coupon is sent to the Partner upon request to their email. Discounts associated with the Coupon are described in Section 4.
11. “Commission Payments” – as defined in Section 4.
12. “Term” – as defined in Section 2.

2. Term of the Agreement and Termination Conditions

1. The term of this Agreement (hereinafter the “Term”) begins upon the Company’s acceptance of the Participant’s application and continues until either party chooses to terminate it by providing notice via email.
2. The Term automatically ends if either the Company or the Participant (hereinafter collectively the “Parties”) terminates the Agreement under the following conditions:
   – The Parties may terminate this Agreement by providing a notice of termination.
   – The Participant accepts and agrees that if they violate the terms of this Agreement, the Company may immediately remove the Participant from the Partner Program. After removal from the Partner Program, the Participant must remove all Advertisements and Links from any website(s) and cease using the Coupon Code. In the event of a breach of this Agreement by the Participant, any remaining funds in the
3. Participant’s balance on the Company Website will not be paid out.
4. After termination of this Agreement, the Participant is obligated to cease using any Advertisements or Links.
   Commission Payments will not be made for Clients who register after the date of termination of the Agreement. The Company reserves the right to delay your final payment for up to 60 days to accurately calculate Commission Payments.
5. Upon expiration or termination of this Agreement, all rights and obligations of the Parties are nullified, except for those rights and obligations explicitly stated in this Agreement as remaining in force. The rights and obligations set forth in Section 5 and Sections 8 through 21 of this Agreement, including those imposed on the Participant, shall survive the termination of this Agreement.
6. The Company may remove the Participant from the Partner Program, and the Participant is obligated to reimburse the Company for any costs incurred in the following cases:
   – The Participant has become or may potentially become the subject of legal proceedings that could adversely affect the Company’s business;
   – The Participant has sent spam to the Company’s users;
   – The Participant provided false personal information;
   – The Participant failed to comply with the terms of this Agreement.

3. Company Obligations

1. After submitting your application to participate in the partner program by registering a Partner account, you will receive password-protected access to the Partner section of the Company’s Website. The Partner section of the Website will provide information on the number of Clients registered through Advertisements, Links, and Coupon Codes, detailed information on client payments, and information on the Participant’s Commission Payments.
   The Company will provide you with Advertisements, and you agree to use only the Advertisements provided by the Company when promoting the Company’s Products and Services. The Company undertakes the obligation to create and modify the Advertisements.

4. Commission Payments

1. While this Agreement is in effect, the Company will pay you a commission (“Commission Payments”) on each Client payment.
   – 20% (twenty percent) – base commission, assigned to the Partner immediately after registration of the partner account (valid for up to 9 Clients, inclusive);
   – 5% (five percent) – commission from payments of Clients recruited by the Partner’s sub-partners;
   – 30% (thirty percent) – commission is paid if the Participant has recruited a total of 10 or more active Clients, and after signing an agreement for client acquisition services (valid for up to 49 Clients, inclusive);
   – 40% (forty percent) – commission is paid if the Participant has recruited a total of 50 or more active Clients, and after signing an agreement for client acquisition services (valid for up to 99 Clients, inclusive);
   – 50% (fifty percent) – commission is paid if the Participant has recruited a total of 100 or more active Clients.
2. The Partner may provide their Client with a discount of up to 10% by giving the Client a Coupon Code, which the Client must enter at the time of payment. This coupon may be equal to or less than the percentage of the Partner’s commission.
3. When a discount is applied, the Partner’s commission is calculated based on the amount minus the discount.
4. The Company pays the Participant’s Commission Payments to a bank account (for residents of Ukraine) or via PayPal. The payment method is agreed individually with each Partner. The Participant is solely responsible for any fees charged by these payment systems, if applicable. The minimum payout threshold is $100 (one hundred U.S. dollars).
5. In cases where the Partner is an employee or Client of a Client, or if the purpose of entering into this Agreement is to create a fictitious partnership with the Company, no commission shall be paid to the Partner for such Client payments. If such commission has already been paid, the Company reserves the right to withhold the amount of the paid commission from future commissions owed to the Partner or issue an invoice to recover the amount, in order to reclaim funds received by the Partner as a result of breaching this Agreement.
6. The Company reserves the right to adjust your Commission Payments in cases of fraud, payment reversals, automated clicks, or automated registrations during registration or payment. The Company also reserves the right to change the amount of Commission Payments by notifying you via email. Any changes to the Commission Payment system take effect immediately upon publication on the Company’s Website or notification via email.

5. Participant Obligations

1. As a Participant, you may promote the Company’s Products and Services only through Advertisements, using the following methods:
   – Links from your website to the Company’s Website;
   – Links or banners on websites where you are not prohibited from placing such links or banners. Any other placement is considered a breach of this Agreement. (Links and banners are available in your personal Partner account. Note: a user who clicks on a Participant’s referral link must register an account within 3 months from the date of the click, using the same device and browser. If these conditions are not met, the user will not be considered a Participant’s Client);
   – By email, provided that such use does not violate any applicable laws or this Agreement.
2. All methods of promoting the Company’s Products and Services must comply with generally accepted and lawful business practices and all applicable legal regulations. All information on the Company’s Website is the property of the Company, and you may not obtain information from the Company’s Website by any means, whether software-based or technical, except for information made available to you under this Agreement.
3. You must replace any Advertisements on your websites with new Advertisements within 4 (four) business days after receiving notice from the Company regarding new Advertisements. You are not allowed to modify the Advertisements in any way. Your website must not copy or imitate the style of the Company’s Website, nor create the impression for your website visitors that your website is the Company’s Website or part of it. You may not use the Company’s name, the Company Website, or any variations, misspellings, or domain names that resemble the Company Website in your website address or name. You may not display the Company Website in frames or use frames to display any page of the Company Website.
4. During the Term of this Agreement, you must not in any way disparage or harm the reputation of the Company, the Company Website, or the Company’s Products and Services.
5. The Parties agree not to engage with each other’s Employees outside the scope of their official duties and manager instructions.
6. The Parties agree not to employ each other’s former Employees for a period of 2 years after their termination.
7. You are solely responsible for the development and maintenance of your website, as well as the creation of materials. Your responsibilities include, but are not limited to:
   – The operation of your website and all necessary technical equipment;
   – Creation and publication of descriptions of the Company on your website, including Links from these descriptions to the Company Website;
   – Accuracy and compliance of materials published on your website (including all materials regarding the Company’s Products and Services);
   – Ensuring that materials published on your website do not infringe the rights of third parties (e.g., trademarks, service marks, confidentiality agreements, intellectual property rights);
   – Ensuring that materials on your website are not defamatory or otherwise unlawful;
   – Ensuring that your website discloses, for example in a privacy policy, how you collect, store, and disclose data obtained from visitors, including any third-party data or advertising integration, and the use or reading of cookies from visitors’ browsers.
8. The Company is not responsible for these matters. You also agree to indemnify the Company against any claims, losses, or expenses (including legal fees) arising from the development, operation, or content of your website, the use of Advertisements, breach of this Agreement, or infringement of third-party rights.
9. The Participant may not transfer Advertisements to third parties, subcontractors, or agents without the Company’s prior consent. Such consent is granted at the Company’s sole discretion and may be refused for any reason or no reason at any time.
10. The Company is not a party to any agreement you enter into with a third party, and you are not authorized to act on behalf of the Company in any agreement, including agreements regarding commission payments to third parties or any agreements using the Company’s logos or intellectual property. Third parties are not parties to this Agreement. Any breach of this Agreement by your subcontractor will be considered a breach by you.
11. By accepting this Agreement, the Participant guarantees that the Participant’s legal entity, its director, and ultimate beneficial owner:
    Are not subject to sanctions imposed by the National Security and Defense Council of Ukraine, the President of Ukraine, the Verkhovna Rada of Ukraine, or other governmental authorities under Ukrainian law, the UN Security Council, the United States, the European Union, or the United Kingdom;
    Are not subject to the Law of Ukraine “On Sanctions,” the Law of Ukraine “On Prevention and Counteraction to Legalization (Laundering) of Criminally Obtained Income, Financing of Terrorism, and Financing the Proliferation of Weapons of Mass Destruction,” or related NSDC decisions enacted by Presidential Decrees, or other Ukrainian regulatory acts on sanctions;
    Are not located or registered in any country or territory subject to sanctions or whose government is subject to sanctions (including, but not limited to, the Russian Federation, Belarus, Donetsk People’s Republic, Luhansk People’s Republic, Crimea, Myanmar, Cuba, Iran, Libya, North Korea, Sudan, Syria).
    If the Company discovers that the Participant is subject to any such sanctions, the Company has the right to immediately terminate the Agreement unilaterally by sending an email to the Participant, without any negative consequences for the Company.

6. Compliance with Agreement Obligations

The Participant’s fulfillment of the obligations under this Agreement is a condition for participation in the partner program.

7. Company’s Right to Monitor

The Company reserves the right to periodically review and visit the Participant’s website to verify compliance with the terms of this Agreement.

8. Prohibited Content

The Participant may not place pornographic, unethical, or any materials that violate human rights and freedoms on any page containing Advertisements. The Participant may not publish materials that are harmful in any way, or that promote violence or inter-ethnic hostility. The Company, at its sole discretion, determines whether the content on the Participant’s website is deemed unacceptable.

9. Use of Advertisements

1. The Participant agrees that they are authorized to use the Advertisements only in the form provided by the Company and only in the manner permitted on the Company’s Website.
2. The Participant may not distribute, transfer, or otherwise use the Advertisements in ways that are inconsistent with this Agreement.
3. The Participant acknowledges that the Company owns and retains all rights to the Advertisements.
4. The Participant may not remove or alter trademarks, logos, or any other proprietary marks from the Advertisements.
5. The Participant may not display or use the Advertisements in the following ways:
   – In a manner that could be construed as expressing the viewpoint of the Company or its representatives;
   – In a way that discredits, misleads, defames, or is otherwise objectionable or unacceptable from the Company’s perspective;
   – In a manner that diminishes or harms the Advertisements;
   – In a manner that diminishes or harms other products or services of third parties.
6. The Participant agrees to update the Advertisements at the Company’s request.
7. The Participant agrees not to publish prices, special offers, or discounts in connection with the Advertisements on their website unless such prices, offers, or discounts are included in the original Advertisement provided by the Company.
8. ANY ALTERATION OR UNAUTHORIZED USE OF THE ADVERTISEMENTS IS STRICTLY PROHIBITED AND WILL RESULT IN REMOVAL FROM THE PROGRAM WITHOUT PAYMENT.

10. Amendment of the Agreement

The Company reserves the right to modify or supplement this Agreement at its sole discretion at any time by publishing the updated Partner Program Agreement on the website: https://yaware.com.ua/partnership-agreement. All changes and additions to this Agreement take effect one day after their publication on the above page. The current version of the Agreement is always available on this page. Changes may apply to any provisions of this Agreement.

11. Acceptance of Changes

If these changes are unacceptable to you, you must terminate this Agreement. Your continued participation in the Partner Program after the publication of changes on the website constitutes your acceptance of the updated Agreement.

12. Disclaimer

Participants agree that the Company and all relevant officers, directors, employees, contractors, representatives, and agents (the “Released Parties”) shall not be liable and are hereby released from liability for any claims or lawsuits by Participants arising from damages or losses, including, without limitation, direct, indirect, incidental, or punitive damages to individuals, including those resulting in disability or death.
Without limiting the foregoing, all information on the Website is provided on an “AS IS” basis without any express or implied warranties, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement of third-party rights.
If it is not permitted to limit or exclude liability for incidental or consequential damages, or to exclude implied warranties, such limitations or exclusions may be applied to the maximum extent permitted by applicable law.

13. Relationship Between the Parties

The Participant and the Company are independent parties to this Agreement, and nothing in this Agreement creates any partnership, agency, franchise, representation, joint venture, employment relationship, or fiduciary relationship. The Participant is not authorized to enter into or accept any offers on behalf of the Company. The Participant may not make any statements, on their website or elsewhere, that contradict this provision. As an independent party, the Participant is fully and personally responsible for their own expenses, taxes, agents, and employees.

14. Public Statements

The Participant may not make any public statements or press releases regarding the terms or existence of this Agreement without the Company’s permission.

15. Confidentiality

1. The Participant acknowledges that by participating in this Agreement, they gain partial access to materials and information of the Company related to the Company’s business, plans, clients, technology, products, and services, which are confidential and represent significant value to the Company, the value of which may be diminished if disclosed to third parties.
   In particular, information about the Company’s Clients who have registered, the Term, and the effectiveness of Advertisements is confidential and valuable to the Company. The Participant may not grant access to their account to third parties or disclose any information obtained through participation in the Partner Program to third parties.
   Notwithstanding the foregoing, any information that (i) must be disclosed in a judicial proceeding, (ii) is already publicly available, or (iii) is disclosed through no fault of the Parties, shall not be considered confidential.

16. Reservation of Rights

1. The Company reserves all rights, names, logos, trademarks, and service marks.
2. The Participant and the Company agree that, during the Term of this Agreement, they have a mutual right to use each other’s logos in electronic or printed form. Such mutual use of logos allows our Clients, you, your referred Clients, and suppliers to recognize our business relationship, highlighting our commitment to improving business efficiency and adopting modern technologies.

17. Information Collected Through the Partner Program

All rights to information created or used on the Company’s Website belong to the Company, including, without limitation: (i) any contact information of Clients (the “Contact Information”), and (ii) any information collected regarding the sale of a product or service on the Company’s Website through the Participant’s Links (“Sales Information”).
The Company may, from time to time, provide a portion of the Sales Information to the Participant. The Participant agrees not to disclose any Sales Information without the Company’s prior consent.

18. Miscellaneous

1. This Agreement may be assigned by the Company, at its discretion, to a third party in the event of a sale or merger.
2. The Company’s rights survive the termination of this Agreement.
3. Notices from the Company shall be made by email or by posting on the Company’s Website.
4. Notices sent via email or other permitted methods of communication to Participants, as well as publication on the Company’s Website, are considered equivalent and deemed effective at the time of sending or posting. Notices from the Company sent by email to contact@yaware.com.ua are considered delivered within one business day after being sent.
5. By submitting an application to participate, the Participant automatically confirms that they are over 18 years of age.
6. All claims, inquiries, questions, and other correspondence regarding the Partner Program must be sent by email to contact@yaware.com.ua.

19. Legal Proceedings

This Agreement and any related actions are governed by and construed in accordance with the laws of Ukraine. The venue for any disputes arising from these Terms and Conditions shall be the courts of Ternopil, and each Party acknowledges and agrees that all such disputes will be resolved in the aforementioned courts under this law.
All claims, legal proceedings, and judgments shall be limited to actual costs. Participants waive all rights to (i) seek or recover any punitive, direct, indirect, incidental, or consequential damages, except for actual costs, and (ii) enhance damages in any way, including those related to intentional breaches of the Agreement.

20. Neutral Approach

You acknowledge that you have read this Agreement and agree to its terms and conditions. You understand that we may, at any time (directly or indirectly), engage other participants on terms that may differ from those stated in this Agreement or interact with websites that may compete with yours. You independently, without reliance on anyone else, made the decision to participate in the Partner Program and do not rely on the opinion, statement, or guarantee of any representative.

21. Acknowledgment

By submitting an APPLICATION TO PARTICIPATE IN THIS AGREEMENT, you fully and unconditionally agree to comply with the above provisions and terms. If you do not agree with any of the stated provisions or terms, do not submit an APPLICATION TO PARTICIPATE IN THIS PROGRAM.

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