This is a contract between you (the “Affiliate”) and us (“Tensorpix d.o.o., Slavonska Avenija 6, 10000 Zagreb, Croatia”).
The Affiliate Program Agreement applies to your participation in our Affiliate Program.
The participation to our Affiliate Program starts only and in the moment you agree by checking the box in the application form.
1. Definitions
“TensorPix” means a company owned, operated or controlled by TensorPix.
“Affiliate Program” means our affiliate program as described in this Agreement.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.
“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
“Affiliate Policies” means the policies applicable to affiliates
“Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.
"Agreement" means this Affiliate Program Agreement and all materials referred or linked to in here.
“Commission” means an amount described in the Affiliate Tool (or if applicable, in the Program Policies) for each Customer Transaction.
“Customer” means the authorized actual user of the TensorPix Products who has purchased for the TensorPix products after being an Affiliate Lead.
“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.
"Customer Data" means all information that Customer submits or collects via the TensorPix Products and all materials that Customer provides or posts, uploads, inputs, or submits for public display through the TensorPix Products.
"TensorPix Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
“TensorPix Products” means both the Subscription Service and One time purchases
“Program Policies Page” means the webpage where we will provide all the up to date guidelines and policies for the Affiliate Program.
“Subscription Service” means our web-based sales software that is subscribed to, and developed, operated, and maintained by us, accessible via http://www.tensorpix.ai or another designated URL For the purposes of this Agreement, the Subscription Service does not include our legacy sales products, any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
"We", "us", “our”, and “TensorPix” means TensorPix.
“You” and “Affiliate” means the party, other than TensorPix, entering into this Agreement and participating in the Affiliate Program.
2. Non-Exclusivity
This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation, and use of similar services and products of third parties.
3. Affiliate Acceptance
Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information.
If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated.
4. Affiliate lead
Each accepted Affiliate Lead will expire according to the information provided in the Program Policies from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you.
5. Customer Transaction
We will pay you Commission as described in the Program Policies for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement.
Customer Transaction can be First time pay-as-you-go credits payment, First Subscription plan payment.
6. Affiliate Program Limits
Affiliate will receive Commission for the initial user purchase only.
The Affiliate will not be entitled to receive Commission on any additional purchases of TensorPix Products by that same Customer.
The start of the Customer’s subscription is determined by the date of the first purchase of the Subscription Service by the Customer and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer during their Subscription Service.
For example, if the initial Customer Transaction is for one user of the Subscription plan, and there is a subsequent purchase by that same customer for renewal Subscription plan, you’ll receive commission only for the first payment.
7. Eligibility
To be eligible for Commission
an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section,
a Customer Transaction must have occurred
a Customer must remain a customer during the locking period in the Program Policies.
You are not eligible to receive Commission or any other compensation from us if:
such compensation is disallowed or limited by federal, state or local law
the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you,
the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Affiliate Program, or
8. Acceptance and Validity
You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by TensorPix.
An Affiliate Lead will be considered valid and accepted if, in our reasonable determination:
it is a new potential customer of ours, and
is not, at the time of submission or 360 days prior, one of our pre-existing customers, or involved in our active sales process.
Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion.
If an Affiliate Lead does not purchase the Subscription Service within the time period described in the Program Policies of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired.
An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated.
9. Commission and Payment
In order to receive payment under this Agreement, you must have:
agreed to the terms of this Agreement through the Affiliate application form
completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions,
Have the possibility to issue us an invoice
Commission is calculated based on total monthly traffic generated over affiliate links.
Commission rate is 25%.
Commission will be paid by TensorPix within 30 days of receiving the invoice from the Affiliate partner.
The minimum amount of commission that can be redeemed is 50 euros.
We determine the currency in which we pay the Commission as well as the applicable conversion rate.
10. Taxes
You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission.
11. TensorPix’s Proprietary Rights
No license to any software is granted by this Agreement. The TensorPix Products are protected by intellectual property laws. The TensorPix Products belong to and are the property of us or our licensors (if any).
We retain all ownership rights in the TensorPix Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the TensorPix Content, or the TensorPix Products in whole or in part, by any means, except as expressly authorized in writing by us.
12. Data Processing and Protection
The parties acknowledge that in connection with the Affiliate Program, TensorPix may provide or make available to the Affiliate only Anonymised Personal Data.
13. Term and Termination
13.1 Term.
This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
13.2 Termination for Agreement Changes
If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
13.3 Termination for Cause
We may terminate this Agreement:
upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period,
upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period,
immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors,
immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or
immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
14. Effects of Expiration/Termination
Expiration of this Agreement, and termination of this Agreement:
without cause by us,
by you with cause,
by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration
We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.
Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.
15. Updates of this Terms
We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes.
If we update or replace the terms we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email.
The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version
We encourage you to review this Agreement periodically.
If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
16. Relationship of the Parties
Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
17. Compliance with Applicable Laws
You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders.
You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.
18. Applicable Law
This Agreement shall be governed by the laws of the Commonwealth of Zagreb, Croatia, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Zagreb, Croatia.
19. Force Majeure
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.