Affiliate Program Terms

Last Updated: June 06, 2019

Thank you for your interest in the Vmaxpro Referral Program (the “Program”) of Blau­mann & Meyer – Sports Tech­nology UG (“Blau­mann & Meyer,” “we” or “us”)! This Vmaxpro Referral Program Agree­ment (“Agree­ment”) governs your partic­i­pa­tion in the Program. By partic­i­pating in the Program, you agree to the terms of this Agree­ment. This Agree­ment does not alter in any way the terms or condi­tions of any other agree­ment you may have with Blau­mann & Meyer, for prod­ucts, services or other­wise.

1. Program Overview. The Program permits you to receive compen­sa­tion in exchange for refer­ring customers that purchase prod­ucts through Vmaxpro.com, including the Vmaxpro plugin and its Add-ons such as Refer-A-Friend (“Vmaxpro Prod­ucts”). If we accept your Program appli­ca­tion, we will provide you with a hyper­link (“Link”) for display on websites and online services oper­ated by you that are approved by Blau­mann & Meyer for use in connec­tion with the Program (“Your Services”). Subject to the terms of this Agree­ment, we will pay you a marketing fee of 20% of all amounts actu­ally received by Blau­mann & Meyer, less deduc­tions described in Section 4 below, (“Marketing Fee”) from users that click on your Link and purchase any Vmaxpro Prod­ucts within 10 days of clicking on your Link.

2. Enroll­ment. To be eligible to partic­i­pate in the Program, you must accu­rately complete our Program appli­ca­tion. We reserve the right to reject your appli­ca­tion for any reason. If you are entering into this Agree­ment on behalf of an entity: (a) you repre­sent and warrant that you are autho­rized to bind such entity to this Agree­ment and that such entity will be respon­sible for your and any other of its employees or agents activ­i­ties in connec­tion with the Program; and (b) refer­ences to “you” in this Agree­ment will refer to you and such entity, collec­tively. You may only partic­i­pate in the Program if permitted by the laws of your juris­dic­tion and the terms of any agree­ments you may have entered into with third parties.

3. Affil­iate Area. To partic­i­pate in the Program, you will need to access the Vmaxpro Affil­iate Area (“Affil­iate Area”), which is acces­sible through a URL that Blau­mann & Meyer will provide to you. You must comply with Blau­mann & Meyer’s Terms of Service in connec­tion with your access and use of the Affil­iate Area. Use of the Affil­iate Area is also subject to Blau­mann & Meyer’s Privacy Policy.

4. Payment.

4.1 Payout. We will pay Marketing Fees to the payment method desig­nated by you via the Affil­iate Area no sooner than 45 days from the end of the calendar month in which the Marketing Fees accrued, provided that the Marketing Fees payable exceed a minimum threshold of €100. If your Program account becomes inac­tive, any unpaid and accrued Marketing Fees may be subject to escheat­ment under applic­able state law.

4.2 Deduc­tions. The Marketing Fees payable to you will be exclu­sive of taxes, refunds, and charge­backs, and we may offset such amounts against any Marketing Fees owed to you. You are respon­sible for any taxes payable in connec­tion with the Marketing Fee, other than taxes payable in connec­tion with our gross receipts or income.

4.3 Limi­ta­tions. Marketing Fees will not be payable to you for any purchase of Vmaxpro Prod­ucts: (i) that is later cancelled, refunded, charged back, or for which Blau­mann & Meyer does not receive payment; (ii) that occurred as a result of your breach of this Agree­ment, or while you were in breach of this Agree­ment; (iii) if the purchase does not occur within 10 days of when the user clicks on your Link; (iv) if, before making the purchase, the user has more recently clicked on the Link of another Program partic­i­pant; or (v) that occurs after termi­na­tion of this Agree­ment (collec­tively, an “Inel­i­gible Trans­ac­tion”). For clarity, Marketing Fees will be payable to the Program partic­i­pant respon­sible for the Link that a user last clicks before purchasing any Vmaxpro Prod­ucts. If we discover that we have paid you any Marketing Fees for an Inel­i­gible Trans­ac­tion, we may either require you to promptly repay the applic­able amount, or we may offset such amount from future amounts payable to you under this Agree­ment. (vi) on which you already receive a revenue share or similar payment from Blau­mann & Meyer.

5. Limited License. Subject to the terms of this Agree­ment, we grant you a limited, revo­cable, non-exclu­sive, non-trans­fer­able, non-subli­cens­able license to display the Link and any Vmaxpro Marks on Your Services, and in other marketing commu­ni­ca­tions that you may send, solely for the purpose of refer­ring users to the Vmaxpro Prod­ucts. “Vmaxpro Marks” means any of Blau­mann & Meyer’s trade names, trade­marks, service marks, logos or other similar indicia of iden­tity or source provided by Blau­mann & Meyer to you in connec­tion with this Agree­ment. All good­will arising from your use of the Vmaxpro Marks will inure to the benefit of us. Other than the limited license set forth in this Agree­ment, Blau­mann & Meyer reserves all right, title, and interest not expressly granted to you. You will use the Vmaxpro Marks in accor­dance with any written guide­lines Blau­mann & Meyer provides to you. Upon request by Blau­mann & Meyer, you will provide samples of any marketing mate­rials you have used, or plan to use, that incor­po­rate the Vmaxpro Marks or the Link.

6. Legal Compli­ance. You must comply with all laws that apply to Your Services and your partic­i­pa­tion in the Program, including the FTC’s rules regarding spon­sored endorse­ments (see the FTC website for more details), all privacy laws that apply to the collec­tion, use and disclo­sure of personal infor­ma­tion via Your Services, and all marketing laws that apply to any messages you send in connec­tion with this Agree­ment. You are solely respon­sible for Your Services and your partic­i­pa­tion in the Program.

7. Prohib­ited Content. Your Services must not contain any content that: (i) is violent or sexu­ally explicit; (ii) violates any applic­able law or infringes or misap­pro­pri­ates any intel­lec­tual prop­erty right; (iii) is in any way harmful, threat­ening, defam­a­tory, obscene, harassing or other­wise objec­tion­able; (iv) includes malware, viruses, or other harmful code; or (v) copies or resem­bles the look and feel of any Vmaxpro (or Blau­mann & Meyer) Prod­ucts.

8. Prohib­ited Activ­i­ties. You will not:

mislead users regarding the purpose or nature of Your Services;
engage in any fraud­u­lent or unlawful activ­i­ties;
state or imply that you or Your Services are part of, affil­i­ated with, or endorsed by Blau­mann & Meyer;
use any Vmaxpro Marks, or any similar vari­a­tions, other than as permitted under this Agree­ment. This includes not using the Vmaxpro Marks in website meta tags, bids for paid adver­tising, search engine opti­miza­tion, or press releases;
use, or register for, any domain name containing any Vmaxpro Mark or any similar vari­a­tions;
attempt to arti­fi­cially or fraud­u­lently increase your Marketing Fees in any way, such as by gener­ating trans­ac­tions that are intended to be canceled;
bypass, circum­vent, or avoid any restric­tions employed via the Affil­iate Area or Vmaxpro website;
take any action that may burden any Vmaxpro Prod­ucts, including by using auto­mated scraping, crawling or moni­toring tools not autho­rized by Blau­mann & Meyer; or
Request or collect any account infor­ma­tion from our users, including any Vmaxpro user­names or pass­words.
Offer cash back, rewards or other incen­tives to drive traffic/sales via their affil­iate tracking links.
Use traffic that is gener­ated by pay to click, pay to read, banner exchanges, click exchanges, CPV adver­tising, pop-up/under, SPAM, purchased traffic or similar methods.
Use cookie stuffing tech­niques that set the tracking cookie without the user actu­ally clicking on the referral link (for example a 1×1 pixel iframe).
Bid on or use Vmaxpro trade­marks, trade­mark +, or misspelled keywords for the purpose of PPC on Internet search engines (Google, Yahoo, MSN, Ask etc.)
Use Vmaxpro trade­marks, trade­mark +, or misspelled keywords in their domain names.

9. Indem­ni­fi­ca­tion. You will indem­nify and hold us and our affil­i­ates and subsidiaries, and our and their respec­tive direc­tors, offi­cers, employees, agents, and share­holders, (collec­tively, the “Blau­mann & Meyer Parties”) harm­less against any and all claims, actions, demands, liabil­i­ties, losses, damages, judg­ments, settle­ments, costs, and expenses (including reason­able attor­neys’ or other profes­sionals’ fees) that arise out of or relate to: (a) your partic­i­pa­tion in the Program, (b) your breach of this Agree­ment, or (c) Your Services.

10. Disclaimers. Blau­mann & Meyer DOES NOT MAKE ANY WARRANTIES UNDER THIS AGREEMENT. THE PROGRAM, THE Vmaxpro PRODUCTS, THE LINK AND THE Vmaxpro MARKS ARE PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Blau­mann & Meyer DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.

11. Limi­ta­tion of Liability. WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL OR DATA) RELATED TO THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (I) THE TOTAL MARKETING FEES PAID TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE MOST RECENT EVENT GIVING RISE TO THE CLAIM OCCURRED, OR (II) US €100. THE LIMITATIONS IN THIS SECTION WILL NOT APPLY TO ANY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF Blau­mann & Meyer.

12. Termi­na­tion. You or we may, for any reason, termi­nate your partic­i­pa­tion in this Agree­ment at any time upon notice. Following termi­na­tion, we will pay you any unpaid Marketing Fees, if valid, that you earned prior to the date of termi­na­tion. Imme­di­ately upon termi­na­tion, all licenses granted to you under this Agree­ment will be termi­nated, and you must remove any Link or any Vmaxpro Marks from Your Services. Sections 9-13 of this Agree­ment will survive termi­na­tion of the Agree­ment.

13. Amend­ments. We reserve the right to modify the terms of this Agree­ment upon notice to you. Will provide notice of amend­ments by posting the revised Agree­ment to the Affil­iate Area and updating the “Last Updated” date at the top of this Agree­ment, and in some cases, we may provide addi­tional notice (such as via email). Your continued partic­i­pa­tion in the Program will confirm your accep­tance of any amended terms of this Agree­ment. If you do not agree to any amend­ments, you must termi­nate your partic­i­pa­tion in the Program.

14. Other Terms. This Agree­ment consti­tutes the entire agree­ment between Blau­mann & Meyer and you concerning the subject matter hereof. You must ensure that your account infor­ma­tion remains accu­rate and complete all times during your partic­i­pa­tion in the Program. Except as other­wise stated in this Agree­ment, any notices required under this Agree­ment will be sent to you at the email address main­tained in your account, and to Blau­mann & Meyer at legal@vmaxpro.de, with “Atten­tion Referral Program” in the subject line. You may not assign your rights under this Agree­ment to any party without the consent of Blau­mann & Meyer; Blau­mann & Meyer may assign its rights under this Agree­ment without condi­tion. This Agree­ment will be binding upon and will inure to the benefit of the parties, their succes­sors and permitted assigns.