Partnership agreement

Effective date: 18 September 2023 

 

The Partnership Agreement (hereinafter – the “Agreement“) contains the terms and conditions that describe you as a participant of the affiliate program (hereinafter “You” or “Participant” or “Partner”) in the affiliate program of  Limited Liability Company “Yaware” (hereinafter – the “Company” or ” We” or “Yaware”), which is the owner of the website at the following link: https://yaware.com/ 

The Participant acknowledges that his participation in the Company's affiliate program is possible only upon fulfillment of the terms and conditions set forth below, and acknowledges the Company's right to reject or accept his application for participation in the Company's affiliate program at its discretion. By registering in the affiliate program, you confirm that you have understood and read this Agreement and agree to comply with it.

To participate in this Yaware affiliate program, you must submit an application by filling out the registration form through the Company's website. We reserve the right to accept or reject your application at our discretion. Depending on the result of acceptance of your application, this Agreement will enter into force between you and the Company. If We reject your application, You will not be able to participate in the Company's affiliate program.

You must read, agree with, and accept all of the terms contained in the Yaware Privacy Policy before you become a Participant of Yaware affiliate program (register a Partner Account).  

1. Definitions 

  1. “Participant” or “Partner” – a natural or legal person who submitted an application for participation in the Company's affiliate program and received consent to participate from the Company, in accordance with the terms of this Agreement.
  2. “Partner Account” – function of the Company's website that allows the Partner to receive information personally provided to him by the Company. The provided information may contain contact details of the Clients engaged by the Partner, the status of mutual settlements, the amount of the Partner's Commission payments and more. Access to the Partner Account is provided via the Internet following the link:https://app.yaware.com/partner#partner-log-in  provided that the Authorization data is entered. 
  3. “Advertisement” – text, graphic image, text block, banner and other similar blocks containing a link to the Company's website. 
  4. “Company’s Brand” – means “Yaware”, “yaware.com” and Yaware logos and such other names, logos, trade names, trademarks, service marks, design marks, brands, which belong to Yaware. More details in Yaware Copyright and Trademark Policy at the following link: https://yaware.com/copyright-and-trademark-policy/ .
  5. “Company’s Service” means the services and products offered on the Company’s Website, which is an online time tracking system, as well as any other Company products or services that may be offered on the Company Site in the future. “Products and Services of the Company” do not include products and services of third parties that may be posted on the Company's Website.
  6. “Company’s Website” – means Yaware website at the following link: https://yaware.com/ or any additional domain that may be used by the Company as an additional, within the framework of the use of this Agreement.
  7. “Independent partner” – means a partner, who acts independently of the territory, using the proposed tools to attract clients, for example: partner link, coupon code, banner. Commission payments are mentioned in clause 4 of the Agreement.
  8. “Regional partner” – means a partner, who acts only on the territory assigned to him due to the Contract concluded between the Regional partner and Yaware; who can attract clients using the proposed tools to attract clients, for example: partner link, coupon code, banner. A regional partner can involve its partners. Commission payments are mentioned in clause 4 of the Agreement.
  9. “Client” is a natural or legal person who:
  • bought the Company’s Service on the Company's Website by paying by any of the proposed methods;
  • registered on the Company's Website using the Link;
  • registered on the Company's Website using the Coupon;
  • registered on the Company's Website for the first time.
  1. “Link” is a combination of the address of the Company's Website and the unique identifier of the Participant, which identifies the client as a Client who registers using  Advertisement. 
  2. “Coupon code” is a unique combination of symbols that is used to identify the client when registering on the Company's Website as a Client who came on the recommendation of the Participant. The coupon is sent at the request of the partner to his email. The coupon discount is described in clause 4 of the Agreement. 
  3. “Commission payments” are mentioned in clause 4 of the Agreement.
  4. “Term” means the term of validity of the Agreement due to clause 2 of the Agreement. 
  5. “Spam” – mass, non-personalized sending of commercial, political or other information of advertising content, or other similar type of emails to persons who did not express a desire to receive them or other legal definition of spam due to applicable to Partner legislation.

2. Term and termination of the Agreement

2.1. The validity period of this Agreement (hereinafter “Term”) begins with the Company's acceptance of the Participant's application and ends at the request of either party, after termination notification via email.

2.2. Types of Agreement Termination: 

2.2.1. Termination without reason. Each Party may terminate this Agreement at any time, with or without cause, by giving another Party a thirty (30) days prior written termination notice via email. 

2.2.2. Termination for Breach. If the Participant violates the terms of this Agreement, the Company may immediately exclude the Participant from the Affiliate Program and at its sole discretion, terminate this Agreement immediately, without prior notification. After exclusion from the Affiliate Program, the Participant must remove all Advertisement and Links from the website(s) and stop using the Coupon code. If the Participant violates the Agreement, the Participant will not be paid the remaining Commission payments that are on its balance on the Partner Account. 

2.3. Upon termination of this Agreement, the Participant must stop using the Advertisement or Links.

2.4. Commission Payments are not paid for Clients who register after the date of termination of the Agreement. Yaware reserves the right to delay your final payment for up to 60 days to accurately calculate Commission payments.

2.5. Upon termination of this Agreement, all rights and obligations of the Parties are canceled except for those rights and obligations that are expressly stated in this Agreement to remain in force. The rights and obligations specified in Clause 5 to Clause 13 of this Agreement, including those imposed on the Participant, shall survive termination of this Agreement.

2.6. The Company may exclude the Participant from the Affiliate Program and the Participant is obliged to compensate the Company for expenses incurred in the following cases:

  • The Participant has already become or is likely to become the subject of legal proceedings that may adversely affect the Company's business;
  • The participant sent Spam to the Company's users;
  • The participant provided inaccurate personal information about himself;
  • The Participant did not fulfill the terms of this Agreement.

3. Company’s obligations 

3.1. After submitting your application for participation in this Yaware affiliate program by registering a Partner Account, you will receive password-protected access to the Partner part of the Company's Website. 

3.2. In the Partner Account the Partner can find the following information: 1) number of Clients registered with the help of Advertisement, a Link, a Coupon code, detailed data on client payments and information on the Participant's Commission payments. 

3.3. The Company provides you with Advertisement, and you agree to use only the Advertisement provided by the Company in promoting the Company’s Service. The Company is  responsible for creation and change of Advertisement.

 

4. Commission payments

4.1. During the Term of the Agreement, the Company will pay you a commission (“Commission payments”) from each payment made by the Client.

4.2. Percentages of Commission payments depend on the number of active Clients. Clients who paid for the Company’s Service at the date of Commission payments calculation are active. Client stops to be active after expiration of paid  subscription period for Services.

  • 20% (twenty percent) – the basic commission, which is assigned to the Participant immediately after the registration of the Partner Account (valid for up to 9 Clients, inclusive); 
  • 5% (five percent) – an additional fee from the amount of payment received by the Company from Clients  attracted by a Sub-partner of the Partner;  
  • 30% (thirty percent) – the commission is paid if the Participant has engaged a total of 10 or more active Clients, and after signing an Agreement on provision services re clients’ search and engagement (valid for up to 49 Clients, inclusive); 
  • 40% (forty percent) – the commission is paid if the Participant has connected a total of 50 or more active Clients, and after signing an Agreement on provision services re clients’ search and engagement (valid for up to 99 clients, inclusive);
  • 50% (fifty percent) – the commission is paid if the Participant has connected a total of 100 or more active Clients.

4.3. The Partner can provide its Client with a discount of up to 10% by providing the Client with a Coupon code that the Client must enter when making a payment. This coupon may be less than or equal to a percentage of the Commission payments. 

4.4. When a discount is applied, the Partner’s Commission payments are calculated on the amount minus the amount of the discount. 

4.5. The Company pays Commission payments to the Participant to an account in the payment system, which shall be individually agreed with each Partner. The Participant is responsible for paying the commissions of these payment systems, if any. The minimum payout threshold for the Partner’s Commission payment is $100 (one hundred US dollars).

4.6. In cases where the Partner is an employee of the Client or the Client, or the purpose of concluding this Agreement by the Partner is to create a fictitious partnership with the Company, then the Partner’s Commission payment from the payments of such Clients shall not be paid to the Partner. If it has already been paid to the Partner, then the Company has the right to unilaterally withhold the amount of the paid Partner’s Commission payment from the following Partner’s Commission payments due to the Partner or to issue an invoice to the Partner for such an amount, with the aim of returning to the Company the funds received by Partner as a result of violating the terms of this Agreement.

4.7. The Company reserves the right to change the amount of your Commission payments in case of detection of fraud, chargebacks, automatic clicks or automatic registrations during registration or payment. The Company reserves the right to change the amount of Commission payments by notifying you by email. Any changes in the amount or procedure  of Commission payments shall take effect immediately after they are published on the Company's Website or notified to you by email.

 

5. Participant’s obligations

5.1. The Participant may promote the Company’s Service only through Advertisement using the following methods:

  1. a link from your website to the Company's Website;
  2. links or banners from sites on which you are not prohibited from posting such links or banners. Otherwise, it is considered a violation of this Agreement. (Links and banners are located in your Partner Account. Please note: a user who clicked on a Participant's referral link must register an account within 3 months from the day of clicking on the link, using the same device and browser. If these conditions are not met, the user will not be considered as a Client engaged by the Participant.);
  3. by sending emails, provided that it is not Spam, or any other  violation of applicable law and/or this Agreement.

5.2. All methods of promoting the Company’s Service must be conducted in accordance with generally accepted and legal business practices and must comply with all legal regulations. 5.3. All information on the Company's Website is the property of the Company, and you have no right in any way, either using software methods or technical methods, to obtain information from the Company's Website, except for that which is available to you under this Agreement.

5.4. You must change any Advertisement on your sites to the new Advertisement within 4 (four) business days of receiving notification from the Company about the new Advertisement. You may not modify the Advertisement in any way. Your site must not in any way copy or imitate the style of the Company's Website, nor do you have the right to give the user of your site the impression that your site is the Company's Website or a part of the Company's Website. You may not use the Company's name or the Company's website or any variation or misspelling of the Company's Website in the address or name of your site. You may not display in frames or use frames to display any page of the Company's Website.

5.5. During the Term of the Agreement, You must not in any way belittle or slander the Company, the Company’s Website, the Company’s Service or display them in a light that undermines the Company's reputation.

5.6. Only you are responsible for the development and maintenance of your site, as well as for the creation of materials. For example, you are responsible for:

  1. operation of your website and all technical equipment necessary for this;
  2. creating and publishing a description of the Company on your website and creating Links from this description to the Company's Website;
  3. the accuracy and appropriateness of the materials posted on your site (including, among other things, all materials about the Company’s Service);
  4. checking materials for the right of publication on your site or checking that publications do not violate the rights of third parties (for example, trade rights, trademarks, confidentiality agreements and property rights);
  5. checking that the materials listed on your site are not defamatory or otherwise illegal;
  6. verifying that your site indicates, for example through a privacy policy, how you collect, store and disclose data received from visitors, including where appropriate that third parties may insert data or advertisements and collect information about visitors and may set or read cookies from visitors' browsers.

5.7. We disclaim all liability for such cases. Also, you indemnify us against any claims, losses and expenses (including legal fees) related to the development, operation and content of your site, use of Advertisement, violation of this Agreement and/or violation of third party rights.

5.8. The Participant may not transfer the Advertisement to third parties, subcontractors or agents without the permission of the Company. Such permission is at the Company's sole discretion and may be denied to you for any reason or no reason at any time.

5.9. The Company cannot be a party to any agreement that you enter into with a third party and you are not authorized to enter into any agreement with anyone on behalf of the Company, including an agreement to pay a commission to a third party or agreements on behalf of the Company (or using the Company's Brand or any other intellectual property of the Company). Third parties are not parties to this Agreement. Any breach by your subcontractor of the terms of this Agreement will be deemed a breach of this Agreement by you.

5.10. By accepting this Agreement, the Participant guarantees that the legal entity of the Participant, its director, the beneficial owner of the Participant: (1) is not subject to any sanctions imposed by: the National Security and Defense Council of Ukraine, the President of Ukraine, the Verkhovna Rada of Ukraine, or other state a sanctioning authority under the legislation of Ukraine, the United Nations Security Council, the United States, the European Union, the United Kingdom of Great Britain and Northern Ireland; (2) is not subject to the Law of Ukraine “On Sanctions”, the Law of Ukraine “On Prevention and Counteraction of Legalization (Laundering) of Criminal Proceeds, Financing of Terrorism and Financing of the Proliferation of Weapons of Mass Destruction”, and the relevant Resolutions of the National Security Council put into effect by Presidential Decrees of Ukraine “On the application, cancellation and amendments to personal special economic and other restrictive measures (sanctions)”, other regulatory legal acts of Ukraine on sanctions, and (3) is not located and (or) not registered in a country or territory that is the subject of sanctions or the government of which is the subject of sanctions (including, but not limited to, the Russian Federation, the Republic of Belarus, DPR, LPR, AR Crimea, Myanmar (Burma), Cuba, Iran, Libya, North Korea, Sudan, Syria). If the Company finds that the Participant is under any of the sanctions, then the Company has the right to immediately terminate the Agreement with the Participant unilaterally by sending an email to the Participant's email address, without any negative consequences for the Company.

5.11. The Participant must not post pornographic, any other unethical materials, or materials that violate any human rights and freedoms on any page where there is an Advertisement. The Participant cannot post materials that can be harmful in any way, call for violence, inter-ethnic enmity. The Company itself determines, at its discretion, whether the content on the Participant's website is considered unacceptable. 

5.12. The Participant's fulfillment of the obligations under this Agreement is a condition for participation in this Yaware affiliate program. 

5.13. The Company reserves the right to periodically review and visit the Participant's website to check whether the Participant complies with its obligations under this Agreement.

 

6. Use of Advertisement

6.1. The Participant agrees that he is authorized to use the Advertisement only in the form provided to him by the Company and only in the permitted manner specified on the Company's Website.

6.2. The Participant may not distribute, transmit or otherwise use the Advertisement in any manner inconsistent with this Agreement.

6.3. The Participant acknowledges that the Company owns and reserves all rights to the Advertisement.

6.4. The Participant may not remove or change the name of the trademarks, signs or any other marks of private property from the Advertisement.

6.5. The Participant may not display or use Advertisement in the following cases:

  1. in such a way that it may be regarded as an expression of the point of view of the Company or the representatives of the Company.
  2. in a manner that discredits, misleads, defames or is disgraceful and undesirable from the Company's point of view; 
  3. in a manner that detracts from or damages the Advertisement; 
  4. in a way that detracts from or harms other products or services of third parties.

6.6. The Participant undertakes to change the Advertisement at the request of the Company.

6.7. The Participant undertakes not to publish prices, special offers or discounts in connection with the Advertisement on its website, unless such prices, special offers or discounts were included by the Company in the original Advertisement.

6.8. The Company retains all rights on the Company’s Brand. The Participant and the Company agree that during the Term of this Agreement, they have the mutual right to use the logos of the companies, in electronic or printed form. The mutual use of logos allows our Clients to learn about our business relationships, emphasizing our desire to improve business efficiency and commitment to the latest technologies. 

6.9. ALTERATION OR OTHER UNAUTHORIZED USE OF ADVERTISEMENT IS STRICTLY PROHIBITED AND WILL BE GROUND FOR PARTICIPANT’S EXCLUSION FROM THE YAWARE AFFILIATE PROGRAM WITHOUT PAYMENT.

7. Modification of the Agreement

7.1. The Company has the right to change/supplement this Agreement at its sole discretion at any time by publishing the corresponding amended Agreement on the Company’s  website. All changes and additions to this Agreement enter into force within one day after their publication on the Company’s  website. Changes may apply to any clauses of this Agreement.

7.2. IF THESE CHANGES ARE UNACCEPTABLE TO YOU, YOU MUST TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE YAWARE AFFILIATE PROGRAM AFTER THE CHANGES ARE POSTED ON THE COMPANY’S  WEBSITE CONSTITUTES ACCEPTANCE OF THE NEW AGREEMENT.

8. Disclaimer

8.1. PARTICIPANT AGREE THAT THE COMPANY AND ALL ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES AND AGENTS (“RELEASED PARTIES”) SHALL NOT BE LIABLE AND WILL BE RELEASED FROM LIABILITY AND PARTICIPANTS' CLAIMS IN CONNECTION WITH DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES TO PERSONS, INCLUDING THAT RESULT IN DISABILITY OR DEATH. WITHOUT LIMITING THE FOREGOING, ALL INFORMATION ON THE COMPANY’S WEBSITE IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY. IF IT IS NOT PERMITTED TO LIMIT OR EXCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXCLUDE IMPLIED WARRANTIES, SUCH LIMITATIONS OR EXCLUSIONS MAY APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.

9. Relations between the Parties

9.1. The Participant and the Company are independent parties to the agreement and nothing in this Agreement creates any partnership, agency, franchise, representation, joint venture or employment arrangement, or principal-agent relationship. The Participant is not authorized to make or accept any offers on behalf of the Company. The Participant may not make any statements, on any website or elsewhere, that contradict this clause. Participant as an independent party is fully and personally responsible for his expenses, taxes, agents, employees.

10. Confidentiality 

10.1. The Participant acknowledges that by participating in this Agreement, it receives partial access to the Company's materials and information related to the Company's business, plans, customers, technologies, products and services that are confidential and represent material value to the Company, the value of which may fall in the event of disclosure to third parties (hereinafter – “Confidential Information”). For example, information about the Company’s Clients, who have registered, the validity period and the effectiveness of the Advertisement is Confidential Information and represents value to the Company. 

10.2. The Company owns all rights to the information created or used on the Company's Website, including without limitation: (i) any Client’s contact information (“Contact Information”) and (ii) any information collected about sales of Company’s Service on the Company's Website, through the Links of Participants (“Sales Information”). The Company may provide some Sales Information to the Participant from time to time. The Participant shall not disclose Sales Information to third parties without the prior written permission of the Company.  

10.3. The Participant may not provide access to its Partner Account to third parties, disclose to third parties any information obtained as a result of participation in the Yaware affiliate program. Notwithstanding this paragraph, any information that (i) must be disclosed for legal proceedings (ii) is already in the public domain, (iii) disclosed through no fault of the Parties may be considered non-confidential.

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

11. Governing Law and Venue

11.1. This Agreement shall be governed by the laws of Ukraine. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. 

11.2. If not settled by the negotiations, any dispute, controversy or claim arising out of or relating to this Agreement, including the conclusion, interpretation, execution, breach, termination or invalidity thereof, shall be settled by the International Commercial Arbitration Court at the Ukrainian Chamber of Commerce and Industry in accordance with its Rules. The number of arbitrators shall be one. The place of arbitration shall be Kiev, Ukraine. The language to be used in the arbitral proceedings shall be English. 

11.3. The Company’s aggregate liability for any breach of this Agreement is limited to the amount of the Partner's Commission payments received from the Company under this Agreement for the last 1 (one) month preceding the breach of the Agreement.

12. Miscellaneous 

12.1. The Company shall have the right to assign and transfer this Agreement and/or its rights and obligations hereunder with no limitations. Partner may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Company.  

12.2. The Company's rights shall survive termination of this Agreement.

12.3. Notifications are made by the Company via email or by publication on the Company's Website.

12.4. Notifications via e-mail and other permitted methods of communication with Participants, as well as publication on the Company's Website, shall be considered equivalent and deemed perfect at the time of dispatch or publication. The notices addressed to the Company must be sent by email to the email: contact@yaware.com and are considered delivered within one business day after sending.

12.5. By submitting an application for participation in the Yaware affiliate program, the Participant automatically confirms that he (she) is an adult due to applicable law. 

12.6. All claims, requests, questions and other correspondence regarding the Yaware affiliate program should be sent by email to contact@yaware.com .

13. Acknowledgement

13.1. YOU CONFIRM THAT YOU HAVE READ THIS AGREEMENT AND VOLUNTARILY AND FREELY AGREE TO ITS TERMS AND CONDITIONS.  

13.2. You understand that we may at any time (directly or indirectly) engage other Participants on terms that may differ from those set forth in this Agreement or interact with Participants and (or) websites that may compete with yours. You independently, without depending on anyone, made the decision to participate in the Yaware affiliate program and do not rely on the opinion of any representative, someone's statement or guarantee.  

13.3. BY SUBMITTING THE APPLICATION TO PARTICIPATE IN THIS YAWARE AFFILIATE PROGRAM, YOU FULLY AND UNCONDITIONALLY AGREE TO BE BOUND BY THE ABOVE TERMS AND CONDITIONS OF THE AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS SET FORTH, DO NOT SUBMIT AN APPLICATION TO PARTICIPATE IN THIS PROGRAM.