Terms and Conditions
Date: June 22, 2022
These Terms and Conditions for the Cleaner Mails Partner Program (the “Partner Terms”) contain the complete terms and conditions between Innomated B.V. (dba Cleaner Mails), the company registered in accordance with Dutch law at Thomas R. Malthusstraat 1, 1066 JR Amsterdam, under company number 83247092 (“Cleaner Mails”), and you, the individual or business who is registering to be a Partner advertiser for Cleaner Mails under these Partner Terms (the “Partner”).
The aim of these Partner Terms is to retain the Partner for Cleaner Mails’ partner program, for the promotion of the Cleaner Mails services to third parties (the “Partner Program”).
The Partner shall direct (potential) clients to the Cleaner Mails website. These users (1) click on the Partner’s link and create an account on the Cleaner Mails website within 30 calendar days of first clicking on the link; (2) make a purchase for the Cleaner Mails’ services or products within 90 calendar days of the creation of the account; and (3) not already be an active user of the Cleaner Mails services yet for the Partner to qualify for compensation under these Partner Terms (the “Qualifying User”). For any Qualifying User directed to Cleaner Mails by the Partner, the Partner shall be entitled to a commission as set out under these Partner Terms.
In order to officially register as a Partner, you must first submit an application to join. The submission of an application does not guarantee inclusion in the Partner Program.
Cleaner Mails may decide at its sole and absolute discretion whether to accept any Partner into the Partner Program. Cleaner Mails will notify the Partner of its decision. Cleaner Mails is not obliged to provide any reasons for its decision.
By submitting an application for our Partner Program, the Partner warrants to have read and reviewed these Partner Terms and agrees to be bound by them.
To participate in the Partner Program you will need to create a Partner account on https://affiliates.cleanermails.com (the “Platform”), which is hosted by First Promoter (firstpromoter.com). On this Platform the Partner will be able to review the full analytics, generate partner links, and see its commissions once the Partner is admitted to the Partner Program.
Upon admission as a Partner, the Partner will receive a non-exclusive, non-transferable, revocable right to access the Cleaner Mails website through one or more Partner links which will be unique to the Partner. These links are generated through the Platform. The license shall expire upon termination of the effectiveness of these Partner Terms.
The Partner will receive commission payments for payments done by a Qualifying User (thus meeting the requirements of Article 1.2) for the duration of one year from the date the Qualifying User created an account on the Cleaner Mails website (the “Commission”).
The Commission is variable between different Partners and shall be in the amount as specifically agreed in writing between the Partner and Cleaner Mails in advance.
Cleaner Mails reserves the right to change, amend or correct the Commission rate structure at any time, at Cleaner Mails’ sole discretion.
Commissions will only be paid on sales that are tracked through Platform’s online tracking system and indicate the Partner’s specific link as the source. There is no right to commissions if a potential user later returns to Cleaner Mails’ site and makes a purchase through another Partner link or source.
Commission is paid out to the Partner when the Partner has earned at least $15 in Commission(s). Payout shall be subject to a ‘lock period’ of at least 30 days, after which the Commission can be paid out to the Partner. Payments shall take place via PayPal or bank transfer on or around the first day of each month, provided the Commission has been released from the lock period.
Partner will only be entitled to Commission if earned prior to the termination of these Partner Terms.
The Partner shall be solely responsible for the payment of any and all applicable taxes and fees to which the Partner may be subject as a result of the Commission received by the Partner under these Partner Terms.
Cleaner Mails reserves the right to take legal action against any Partner that commits fraud, or conspiracy to defraud and to recover any Commission paid to the Partner that was earned as a result of such fraud. For the purposes of these Partner Terms, fraud shall include but not be limited to wittingly violating the terms of these Partner Terms.
|Partner obligations and terms
The Partner hereby agrees to comply with all applicable laws. If Cleaner Mails reasonably suspects that the Partner is not in compliance with these Partner Terms or applicable law, Cleaner Mails may terminate its relationship with the Partner at its sole and exclusive discretion.
The Partner must be at least 18 years of age to join our Partner Program. By submitting an application to Cleaner Mails, the Partner represents and warrants to be at least 18 years of age and may legally agree to these Partner Terms. Cleaner Mails assumes no responsibility or liability for any misrepresentation of the Partner’s age.
If a Qualifying User enters into a paid subscription with Cleaner Mails, they shall be Cleaner Mails’ client or customer exclusively. The Partner shall not have any rights and/or claims beyond the Commission as per these Partner Terms.
The Partner hereby expressly agrees and acknowledges that if, for whatever reason outside Cleaner Mails control, the Qualifying User creates an account on the Cleaner Mails website that is not tracked using the required cookies, the Partner shall not be entitled to receive any Commission whatsoever. Instances where this may happen include, but are not limited to, where the Qualifying User clears their cookies prior to the creation of an account, or where the Qualifying User uses a different browser to create an account on the Cleaner Mails website.
If the Partner opts to use any third-party materials or documentation to find and solicit Qualifying Users, Cleaner Mails shall not be liable if the Partner infringes on any third-party rights in doing so. Partner is solely responsible to ensure that the required permissions and/or licenses for the use of third-party materials are obtained in advance.
Cleaner Mails has the right to retain Qualifying Users’ details to contact them at a later time if the Qualifying User does not enter into a paid subscription or purchase, but, for example, only uses a trial subscription. Cleaner Mails reserves the right to re-contact any such Qualifying User at any time without being liable to pay the Partner any Commission.
In general, the Partner hereby agrees not to use the Partner Program in any way that could damage the Cleaner Mails brand. The Partner further agrees not to use the Partner Program for any unlawful purpose of any purpose prohibited under this clause, which includes:
To harass, abuse, or threaten others;
To violate any third party’s rights;
To perpetuate any fraud;
To engage in any pyramid scheme or similar unlawful behaviour;
To publish or distribute any material which may incite violence, hate, or discrimination towards any group; and/or
To unlawfully gather information about any third party.
The Partner is not allowed to undertake any illegal, improper, or unacceptable practices to get leads for Qualifying Users, otherwise the Partner shall not qualify for Commission. The Partner must at least comply with applicable law and proper advertising practices.
Mass emailing or spam;
The use of the Cleaner Mails name in a domain name;
The forwarding of URLs which direct to the Cleaner Mails domain, or which are misspellings of the Cleaner Mails name; and/or
|Term and Termination
These Partner Terms will come into force when you apply to be a Partner in the Cleaner Mails Partner Program.
These Partner Terms may be terminated at any time by either party, for any reason. Cleaner Mails shall still pay the Partner for any Commission earned prior to termination, unless the Agreement was terminated by Cleaner Mails due to a material breach committed by the Partner.
Provisions in these Partner Terms that by their nature are expected to survive these Partner Terms shall remain in full force and effect after termination.
To the maximum extent permitted under applicable law, Cleaner Mails shall not be liable for any damages, whether direct or indirect damages, including loss of profit or revenue, loss of (future) business, and consequential and punitive damages. This Section does not intend to exclude any liability which may not be excluded under applicable law.
Cleaner Mails expressly disclaims all warranties and representations about the accuracy, correctness, quality, or completeness of any information, files, or documents provided on or through its website, the Platform, or the Partner Program, both by itself and by third parties. To the maximum extent permitted by applicable law, the Partner Program is offered on an “as is” and “as available” basis. Cleaner Mails further disclaims any and all warranties and representations with regard to fitness for a particular purpose and merchantability of anything related to the Partner Program.
The Partner hereby indemnifies and holds Cleaner Mails harmless from and against any and all claims, liabilities, damages, actions, including all costs and attorney fees related thereto, that Cleaner Mails may incur, and which are based in whole or in part upon the Partner’s participation in the Partner Program.
More specifically, the Partner shall fully indemnify Cleaner Mails for: (i) Any misrepresentation of Cleaner Mails or its services and platform; (ii) making false claims or warranties in connection with Cleaner Mails; (iii) third-party right infringement; (iv) non-compliance with applicable law; and (v) payment of applicable taxes and other charges payable on Commission received by the Partner.
The Partner agrees that the intellectual property owned by Cleaner Mails includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to Cleaner Mails (the “Cleaner Mails IP”).
Subject to the limitations below, and only for the duration of these Partner Terms, Cleaner Mails hereby grants the Partner a non-exclusive, non-transferable, revocable license to use the Cleaner Mails IP solely and exclusively in conjunction with these Partner Terms. Cleaner Mails may revoke this license anytime if the Partner breaches these provisions.
The Partner may not modify the Cleaner Mails IP or use the Cleaner Mails IP in any other way than for the purposes set out under these Partner Terms. All rights not expressly granted by Cleaner Mails are reserved.
In the event that any information is disclosed to the Partner through its participation in the Partner Program related in any way to Cleaner Mails, which Cleaner Mails deems to be confidential and proprietary, the Partner agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Partner’s own purposes.
The parties to these Partner Terms are independent contractors of one another. Nothing in these Partner Terms should be interpreted or construed as being an agency, joint venture, partnership or employee/employer relationship. The Agreement does not create an exclusive arrangement between the Parties. The Partner is free to work with similar Partner program providers of any kind and Cleaner Mails may work with other Partners at its own discretion.
Force majeure. Cleaner Mails is not liable for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of any civil authority, riots, uprisings, embargoes, acts of nature, and any public health crisis such as a pandemic or epidemic.
Non-Assignment. The Partner may not assign or otherwise transfer any of its rights and obligations under these Partner Terms to any third party without the written consent of Cleaner Mails.
Severability. If any provision or term of these Partner Terms is held to be invalid for any reason, it shall not affect the enforceability of the remainder of these Partner Terms or any other term or condition of these Partner Terms.
Entire agreement. These Partner Terms sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof.
Modification. Cleaner Mails may unilaterally amend these Partner Terms. Cleaner Mails will give existing Partners a 30-day notice of any variation or amendment. If the Partner does not wish to remain a Partner under the new terms, the Partner may terminate their registration. If the Partner does not initiate any such termination, Cleaner Mails will assume the Partner accepts the new terms upon expiry of the 30-day notice period.
Governing law. These Partner Terms shall be interpreted under the laws of the Netherlands. Any and all legal actions relative hereto shall be before the courts of the Netherlands.