(Effective from 22nd of April 2024)
BY SIGNING UP FOR THE ZENCASTR (“zencastr.com”, “zencastr”, “we”, “us” and “our”) AFFILIATE PROGRAM (“Program”), YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS (“Agreement”). YOU HEREBY AGREE THAT YOU HAVE READ AND UNDERSTOOD ALL THE CLAUSES OF THIS AGREEMENT AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS HEREIN. The terms of the Agreement form the entire contract between the parties in relation to its subject matter.
YOU (“You”, “Affiliate”, or “Affiliates”) AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU, AND THIS AGREEMENT IS ENFORCEABLE AGAINST YOU.
This is a legal agreement between you (either an individual or a legal entity), and Zencastr. This Agreement outlines the rules and regulations of the Program.
TERMS AND CONDITIONS
By clicking the button “Sign up” during registration to the Affiliate Program, you represent that you are over 18 years old and agree to the terms of our Privacy and Cookies Policy and this Agreement. If you are acting on behalf of a company when accepting this Agreement and the Privacy and Cookies Policy, you also hereby declare to be authorized to perform such legal actions on behalf of that company (herein, the term “you” shall mean the relevant company).
Zencastr reserves the right to approve or reject any Program application at its sole and absolute discretion. Acceptance of your application to the Program is at Zencastr’s sole discretion, and neither Zencastrl nor its authorized representatives shall hold any liability to you in the event that your application is rejected.
You may not use the Program to gain a discount on Zencastr products for your own use.
The “Eligible Products” you may earn a Commission on only include all Zencastr Paid Plans that may be purchased in either a monthly or annual subscription. Eligible Products never include any custom-priced packages that are not self-service.
Zencastr uses a third-party service provider, Rewardful, to track a customer from the first click of your Unique Referral Link to the purchase of an Eligible Product on the Zencastr website. You only earn a Commission for a Valid Purchase of an Eligible Product by a New Zencastr Customer. “New Zencastr Customer” means that the customer has never subscribed to use any Zencastr products (whether or not Eligible Products) in the past.
A “Valid Purchase” means that a New Zencastr Customer clicked on your Unique Referral Link and subscribed to a Zencastr Eligible Product from the Zencastr website within 60 days of the first click of the Unique Referral Link. This means that if someone clicks on your Unique Referral Link on day 1, but subscribes on day 65, then this is not a Valid Purchase. Zencastr determines whether a purchase is a Valid Purchase in its sole discretion, and has sole right to make decisions if discrepancies in tracking exist.
You agree that Zencastr has the right to all tracking data that Affiliate gathers through its participation in this Affiliate Program, including data that is tracked by Rewardful.
Zencastr Affiliates earn a base standard commission rate of 20% of Eligible Products for a term of no longer than 12 consecutive months from the initial sale of the subscription(“Commission”). No Commissions are paid on renewal terms. This means that if you sell an Eligible Product annual subscription, you will receive a one-time commission off the annual subscription price and no further commissions from that Referral. If you sell an Eligible Product monthly subscription, then you may receive a Commission for consecutive monthly renewals by such Referral for up to 12 months. If your Referral terminates that subscription at any point before the 12-month period, then you will not receive any further commissions.
You agree to use PayPal (paypal.com) for receipt of payments. Zencastr does not cover any PayPal or VAT fees. You agree to receive all payments in USD.
Commissions are due 30 days after payment to an Eligible Zencastr Paid Plan. Zencastr reserves the right to reverse Commissions due to refunds, order cancellations, erroneous order duplications, fraud, or erroneous payments made to you. If there is any issue, we have the right to withhold the payment, run an investigation, and release the payment once we are satisfied with the investigation.
In case of a refund, the Commission will not be payable, and if already paid, it will be adjusted from the next payout. If there is no next payout within the next 30 days, then the Affiliate will be liable to pay back the Commission immediately. Failure to make payment of a Commission paid out in error will entitle us to terminate this Agreement.
The minimum payout of Commission is $50 (Fifty US Dollars) via Paypal.
In some cases, we may give credit to an Affiliate even if the customer didn’t sign up through their link. If you have a case like that, contact our team at [email protected], with the details of your referral, and we will assess your case. In such cases, Zencastr has the right to ask for details, including but not limited to the following: User email address, date of sign-up, plan type, etc., to verify the validity of the claim.
We reserve the right to remove abandoned Affiliate accounts from our system and terminate this Agreement with immediate effect if your balance is equal to or less than the minimum payout threshold, after a 6 month period of inactivity. In this case, any accumulated Commissions below the minimum payout threshold will be forfeited. Abandoned Affiliate accounts are defined as any Affiliate account whose Affiliate dashboard has not been logged into for a period of 6 months and/or has no transactions posted during a period of six months.
After signing up for the Program, you will be assigned a unique referral link, and Zencastr may provide you with promotional materials, including but not limited to graphic banners, logos, and other content to be used on your website or social media pages (“Licensed Materials''). You are permitted to place links, banners, or other graphics provided with your unique referral link on your site, in your emails, or in other communications. Subject to the terms of this Agreement, Zencastrl grants Affiliates a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to use the graphics and text links provided by us both on its website and within email messages or social media for the duration of the term of this Agreement only. You agree to immediately cease use of any Zencastr Licensed Materials not in accordance with Zencastr brand guidelines upon request by Zencastr, or upon termination of your Affiliate status. This license may be revoked by Zencastr at any time immediately upon notice to you. Zencastr retains all rights, titles, and interests in and to the Licensed Materials.
To the extent you create your own advertising materials that contain any unaltered Licensed Materials, such as the Zencastr logo, Zencastr reserves the right to review and approve such materials, including email copies, website, and social media copies or promotions that may appear in offline communications such as press conferences. You agree to promptly provide Zencastr with such copies when requested by Zencastr.
You must comply with the following requirements when promoting Zencastr:
You may direct consumers to Zencastr products through links to the Zencastr website (and associated subdomains) placed on your personal website or social media channels (subject to the restrictions below), provided that such websites or social media channels are aligned with the Zencastr brand, as determined by Zencastr in its discretion. For example, you may not place links to the Zencastr website, on sites or social media that contain obscene, vulgar, profane, discriminatory, illegal, harmful, or violent material.
You may not use Google or other search engine marketing platforms to purchase, own or bid on any domain names or keywords that include any Zencastr trademarks or service marks, including the word Zencastr or any Zencastr product or service names or branding, or any variations or misspellings thereof (collectively the “Zencastr Marks”) or otherwise use the Zencastr Marks in the sub-domain of your website URL or promote Zencastr on Google. You may not purchase any advertising keywords that contain the Zencastr Marks. You may not use any Zencastr Marks in your social media account names.
You may not promote your referral links or Zencastr coupon code on coupon sites. Promoting on those sites may result in affiliate account deactivation.
You may not post on any official Zencastr social media platform in order to attempt to drive consumers to your website or social media sites.
You may not offer any discounts, free trials, coupons, rebates, “kickbacks,” or any other promotional offers that are not expressly approved by Zencastr in writing.
You may use the Zencastr Marks on your website or social media, provided that such uses are (i) not part of the social media name or website URL, (ii) in accordance with the social media terms of service and (iii) in accordance with the Zencastr marketing guidelines, which may be communicated to you from time to time.
You may not create a website or social media account that in any way copies, resembles or has the look and feel of the Zencastr website or social media accounts.
You may not make any representations or warranties regarding the Zencastr products and services on Zencastr’s behalf, without the prior written consent of Zencastr. All statements made by you regarding the Zencastr products and purchase terms must be true and accurate.
You may give your own opinions about Zencastr products and services. You agree to promote the Eligible Products and conduct business in a manner that reflects favorably at all times on Eligible Products, or any other Zencastr products and services, and the good name, goodwill, and reputation of Zencastr.
You may not connect the Zencastr Marks with any products or services not aligned with the Zencastr brand, which is determined by Zencastr in its sole discretion, for example, grey market, counterfeit or illegal products/services, products/services that promote violence, discrimination or harm, and products/services associated with pornography or obscenity.
You may not use materials that (i) infringe on third-party rights, including intellectual property, publicity or privacy rights, (ii) are threatening, harassing, defamatory, obscene, harmful, offensive, or contains nudity, pornography, or sexually explicit materials, or that appeal to minors; (iii) contain viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information; or (iv) contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of Affiliate payments from another website, including toolbars, browser plug-ins, extensions, and add-ons.
You may not use any automated software or other technology in an attempt to manipulate or create fake Valid Purchases or otherwise engage in behavior that is fraudulent, abusive, or harmful to the Affiliate Program, other Affiliates, Zencastr customers, or Zencastr.
You may not send unsolicited bulk emails (spam).
You must disclose that in all marketing and advertising, including social media posts, that you are a Zencastr Affiliate and receive compensation for any sales of the Products, and include the word “ad” or “advertisement” as required by applicable laws, including your local laws.
You must follow all applicable rules, guidelines, community standards, and online terms by applicable social media platforms, laws and regulations, including without limitation, privacy, marketing and advertising laws and any FTC or other applicable disclosure guidelines.
You agree that Zencastr may use your name and likeness in its own marketing. You further agree that Zencastr may use, reproduce, create derivative works of, publicly display, and distribute any content or materials you may create under this Affiliate Program in connection with the marketing of Zencastr’s products and services, including via paid advertisements.
This Transaction shall be governed by and construed in accordance with the internal laws of the State of Delaware (without giving effect to any choice or conflict of law provision or rule) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.
Neither party shall, directly or indirectly, disclose to any person (other than current or potential lenders or investors, or shareholders, directors, officers, employees, advisors or representatives that need to know) any information relating to the terms and conditions of this Transaction or that there may be discussions or negotiations with respect to the Transaction or the status thereof without the prior approval of the other party. Each party will direct its lenders, shareholders, directors, officers, employees, and representatives to keep all such information in strict confidence; provided, that each person may disclose such matters to the extent required by law upon the advice of counsel. Notwithstanding anything provided in this Section 4 to the contrary, Zencastr may disclose the terms of this LOI or the Transaction to any member of Zencastr’s Creator Network.
You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this section.
Except as specifically set forth or referred to, nothing in this Transaction is intended or shall be construed to confer upon any person or entity other than the parties and their successors or assigns, any rights or remedies under or by reason of this Transaction.
The parties will each pay their own transaction expenses, including the fees and expenses of any advisors (including, without limitation, legal and tax advisors), incurred in connection with the Transaction.
Zencastr reserves the right to change, modify, and/or eliminate the Affiliate Program and/or all or any portion of this Agreement or any policy pertaining to the Affiliate Program at any time and for any reason in its sole discretion, including our right to discontinue or change the benefits or Commission received under the Affiliate Program or merge the Affiliate Program with another program. We will post the updated terms on our website, and your continued participation in the Affiliate Program constitutes your acceptance of the updated terms.
Zencastr reserves the right to suspend or remove Affiliates from the Zencastr Affiliate Program at any time, without warning, in its sole discretion. Either party may terminate this Agreement, with or without cause, upon notice to the other party. Upon termination, you agree to immediately discontinue the use of your Unique Referral Link and all links to Zencastr websites, and use of Zencastr Licensed Materials.
This represents the entire Agreement between you and Zencastr with respect to this Affiliate Program. This Agreement does not alter any other agreements you may have with Zencastr, including the Zencastr Terms of Service, which govern your own use of the Zencastr products and which shall remain in full force and effect.