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.

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. 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 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.