Referral Program Agreement
Updated: 16th of Dec 2021
This Referral Program Agreement (“Agreement”) is made and entered into by and between “Schanderl, Lukas/Schanderl, Samuel GbR” (“Veecoco”, “Merchant” or “we”) with its principal place of business located at Mühlenstraße 8a, 14475 Berlin, Germany, and you described herein (“Affiliate”, “Referral Partner”, “you” or “your”), both of whom agree to be bound by this Agreement, and is effective from the moment your application has been accepted.
I. Subject Matter of the Contract / Definitions / Termination
- Affiliate Services
Affiliate markets and promotes Veecoco`s online cooking courses to potential customers in accordance with this agreement. For this, Affiliate receives commissions for referred customers.
For this purpose, Veecoco hereby grants Affiliate a non-exclusive, non-transferable, non-assignable right to market and promote the online cooking courses to potential customers. Affiliate accepts this assignment of use and is clearly not authorized to enter into any contracts or agreements on behalf of Veecoco or otherwise create any obligations of Veecoco to any third party (no right to sublicense).
- Qualified Customers
"Qualified Customers" are third parties referred to Veecoco by Affiliate who:
(1) clicked on the Affiliate Link's unique tracking link; and
(2) have successfully purchased a paid offering from Veecoco (online courses or membership) within thirty (30) days of clicking on the unique tracking link.
- Termination of Contract
Veecoco may, in its sole discretion, terminate Affiliate's participation in the Affiliate Program at any time, with or without cause, and without warning or notice. Without limiting the foregoing, Veecoco reserves the right to terminate Affiliate's account if it has been inactive for 12 consecutive months.
At Veecoco's sole discretion, Affiliate accounts that generate a large amount of fraudulent activity or that are associated with false or misleading advertising or suspected fraudulent activity will be deactivated.
The Affiliate may terminate his/her participation in the Affiliate Program at any time. He/she may terminate his/her participation in the Affiliate Program by removing his/her Affiliate Links from his/her website and no longer promoting them. For accounting purposes and for the respective required duration, system data incl. account data of affiliates remain stored and processed by Veecoco.
By termination, The Affiliate waives his/her right to receive unpaid commissions below the minimum threshold, and he/she assigns (by way of future assignment) all his/her rights and title to all commissions held by Veecoco in his/her account. The Affiliate will not receive any commissions earned after the date of termination. Upon termination, all rights granted to the Affiliate shall immediately terminate.
II. Remuneration (Commissions) Payment
- Affiliate Commission
In consideration of Affiliate's referral of Qualified Customers, Affiliate shall receive a commission equal to thirty percent (30%) of the Net Revenue collected per Qualified Customer during the term of this Agreement.
"Net Revenues" shall mean all Qualified Customer Revenues paid, less transaction costs and any chargebacks (and associated fees), credits or refunds provided to Qualified Customers.
For the avoidance of doubt, "Net Revenue" refers only to payments received by Veecoco from the Qualified Customer and not to other sources of revenue and/or other products and/or services provided by Veecoco.
The Affiliate understands that Qualified Customers may withdraw or cancel within thirty (30) days of purchasing an online course or membership under the Veecoco Money-Back Guarantee. The Affiliate will not receive any commission in this case.
Veecoco shall pay Affiliate earned commissions on a quarterly basis within sixty (60) days after the end of the respective quarter. Affiliate shall be solely responsible for all taxes, costs and expenses incurred by itself in connection with the provision of its services described in this Agreement.
Overview of the quarterly payout schedule
- Q1 (January to March): the payout for Q1 will be made until the 15th of May.
- Q2 (April to June): the payout for Q2 will be made until the 15th of August.
- Q3 (July to September): the payout for Q3 will be made until the 15th of November.
- Q4 (October to December): the payout for Q4 will be made until the 15th of February (of the following year).
Calculation Example: If €3,000 has been paid to Veecoco by customers through the Affiliate's unique link in Q1 (from January to March), Affiliate is entitled to a commission of €900 (30%). If there are no refunds to any of the qualified customers, Affiliate will receive a payout of €900 by the end of May (within 60 days of the end of the respective calendar quarter), typically around the 15th of May.
- Withholding due to Dispute
If at any time a Qualified Customer initiates a dispute of a payment, all applicable earned Affiliate commissions for the disputed charge will be frozen until the dispute is resolved. Affiliate will not receive any interest on frozen commissions. If the dispute is resolved in favor of Veecoco, all related earned affiliate commissions will be paid to the Affiliate. If the dispute is resolved in favor of the qualified customer, Affiliate will also not receive any commissions. If a commission has already been paid to Affiliate, the disputed amount of commissions paid will be debited to Affiliate's account with a minus amount and/or offset against future commissions.
Commission payments will be paid in US dollars and sent electronically via PayPal. Affiliate is responsible for paying all fees incurred as a result of the transaction associated with accepting payments, including, but not limited to, currency conversion fees, transaction fees, withdrawal fees, deposit fees, and check cashing fees.
Affiliate is responsible for all tax liabilities, including income tax liabilities, arising out of or in any way related to commissions paid to Affiliate by Veecoco.
III. Affiliate Obligations / Liability Risk / Rights of Use
- Marketing Obligations
Affiliate shall bear his/her own costs and expenses incurred in connection with the marketing and promotion of Veecoco and/or the Affiliate Program. Veecoco is not obligated to reimburse or credit any marketing expenses. If Veecoco reimburses marketing expenses in a particular instance, such reimbursement does not create an obligation to reimburse future marketing expenses.
2. No Disparagement / No Damage to Reputation
- Marketing Activities not Permitted:
The following marketing activities may NOT be conducted by Affiliate and/or initiated by third parties.
- Affiliates may not create websites or advertisements that copy, imitate or resemble the look and feel of Veecoco's services. Affiliates may not copy and display Veecoco's website or any portion thereof, including but not limited to Veecoco's trademarks or other intellectual property, on their own website or subdomain or use it in any way without the prior express written consent of Veecoco.
- Affiliates may not offer refunds, coupons, rewards or other incentives as part of their marketing efforts for the Affiliate Program.
- Affiliates may not use website traffic generated by, including but not limited to, pay-to-click, pay-to-read, banner ads, click-for-click, cost-per-view advertising, pop-up/under, spam, purchased website traffic or similar methods without Veecoco's prior written consent.
- Affiliates may not use cookie stuffing techniques that set the tracking cookie without the potential customer actually clicking on the Affiliate's affiliate link.
- Affiliates are responsible for ensuring that their tracking codes are working properly before sending traffic to Veecoco's servers. Any changes to the links are the sole responsibility of the Affiliate. Affiliate fees may be withheld at Veecoco's sole discretion for tracking errors caused by editing, masking, redirecting or manipulating Affiliate links.
- Affiliates may not bid on or use Veecoco's trademarks or misspelled keywords for the purpose of pay-per-click advertising in Internet search engines without Veecoco's prior written consent.
- Affiliates may not use Veecoco's trademarks or misspelled keywords in their domain names.
- Affiliates may not use redirected pages and links to send a potential customer to Veecoco's website.
- Affiliates may not engage in domain redirects (i.e. purchase a domain and set it to redirect directly to Veecoco's website using an affiliate link).
- Affiliates may not participate in the promotion of business opportunity websites or engage in marketing practices that attract fraudulent or short-term customers.
- Affiliates may not engage in marketing activities that may harm Veecoco's reputation or credibility, including the use of low-quality marketing materials or advertising on websites that promote violence, discrimination based on race, gender, religion, nationality, disability, sexual orientation or age, or any illegal activities, or that infringe the intellectual property or other rights of third parties.
- Affiliates may not send emails that violate federal law CAN-SPAM, 15 U.S.C. 1571, et seq.
- Affiliates must provide a physical mailing address and unsubscribe information for each marketing email sent to promote Veecoco's services.
- Affiliates must make clear that they, not Veecoco, are the sender of all marketing communications related to the promotion of Veecoco's Services.
- Partners shall not engage in any marketing or promotional activities that violate any applicable laws, rules or regulations.
- Affiliates may not engage in marketing by facsimile, broadcast, telemarketing, text message marketing or other offline marketing methods with respect to Veecoco or Veecoco's Services without Veecoco's express written consent.
- Affiliates may not use malware or spyware to market or promote Veecoco's Services.
4. Release / Consent / Permission to Use Photographs
Affiliate expressly agrees and consents to Veecoco to use any Photographs taken by Veecoco or its agents or employees or submitted by him/her to Veecoco (hereinafter "Photographs") in any and all media (including but not limited to print, internet, film, television, and regardless of how distributed or published) for any commercial purpose, including but not limited to advertising, promoting and marketing Veecoco or any products or services sold and marketed by Veecoco.
Affiliate agrees that this authorization to use photographs may be transferred by Veecoco to any other party, may be combined with other photographs, sounds, text and graphics, and may be edited, cropped, altered or modified in Veecoco's sole discretion.
Affiliate further agrees not to make any monetary claim against Veecoco in exchange for release under this section. He/she hereby releases Veecoco from any and all liability and from any and all third party claims for an indefinite period of time.
Affiliate agrees that this release shall be binding on his/her heirs and assigns and that this release is irrevocable.
- Assumption of Risk
The Affiliate is solely responsible for ensuring that his/her participation in the Affiliate Program complies with applicable law and does not infringe the rights of any third party, including but not limited to intellectual property rights. He/she assumes all liability for any claims, actions or complaints brought against him/her, including but not limited to any damages related to participation in the Affiliate Program.
IV. Duties Merchant
- Limitation of Liability
To the maximum extent allowed under applicable law, Veecoco, its present and future officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the sites, shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting from your participation in the affiliate program. To the maximum extent allowed under applicable law, Veecoco shall not be liable for any special, direct, indirect, incidental, punitive, or consequential damages of any kind whatsoever in any way due to, resulting from, or arising in connection with your participation in the affiliate program. To the maximum extent allowed under applicable law, Veecoco shall not be liable to any party for claims arising out of or in connection with your participation in the affiliate program. To the extent the foregoing limitation of liability is prohibited or fails of its essential purpose, Veecoco`s sole obligation to you for damages shall not exceed the amount of commissions you earned over the twelve (12) months preceding the claim(s), unless otherwise required by applicable law.
Affiliate agrees to indemnify, defend, and hold harmless Veecoco, its present and future officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Sites from and against all claims, losses, expenses, damages, and costs, including reasonable attorneys’ fees, resulting from any violation of these Terms of Service by you or arising from or related to your use or misuse of the Affiliate Program.
- Third-Party Rights
The sections titled Limitation of Liability and Indemnification are solely for the benefit of Veecoco and its present and future officers, directors, employees, agents, licensors, suppliers, and any third-party providers to the Sites. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on their own behalf. Except as set forth herein, nothing expressed or implied in these Terms of Service is intended or implied to confer, and nothing herein shall confer any rights, remedies, liabilities, or obligations whatsoever upon any person or entity. You may not assign your rights under these Terms of Service without Veecoco's prior written consent.
- 4. Unlawful Activity; Termination of Access
Veecoco reserves the right to investigate complaints or reported violations of these Terms of Service and to take any action it deems appropriate, including but not limited to, reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and disclosing any information necessary or appropriate to such persons or entities. Veecoco may discontinue your participation in the Affiliate Program at any time for any reason or no reason.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone participating in the Affiliate Program. You waive and hold harmless Veecoco and its affiliates, licensees, and service providers, from any claims resulting from any action taken by any of the foregoing parties during, or as a result of, its investigations and from any actions taken as a consequence of investigations by either such parties or law enforcement authorities.
- Illegal Activities; Termination of Access
Veecoco reserves the right to investigate complaints or reported violations of these Terms and to take any action it deems appropriate, including but not limited to reporting suspected unlawful activity to law enforcement, regulatory authorities, or other third parties, and disclosing any necessary or appropriate information to such persons or entities.
- Changes of the Affiliate Terms and Conditions
Veecoco may, at any time, in its sole discretion, review and update these Affiliate Terms and will post or update them on its websites.