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.de, including the Vmaxpro Sensor and it’s extensions such as Vmaxpro Trainer, Vmaxpro Science or Vmaxpro Team (“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 10% 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.
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. The payout is paid out including taxes. 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 email@example.com, 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.