Master agreement
1. General
1.1. This agreement together with Exhibit A shall govern the relationship between us Lingopie Ltd. 9 Ahad Haam, Tel Aviv, Israel, Samuel Medalie, samuel@lingopie.com and you(the “Partner”), whereby we will engage in certain promotional activities with each other. Exhibit A and this Master Agreement together are defined as the “Agreement”).
1.2. Where used in this Agreement, references to: (a) “you” “your” and/or “Partner” mean the individual or entity which is performing the promotional activities is the beneficiary for payment purposes on Exhibit A, and (b) “we”, “our”, “us” means Lingopie Ltd. and, as applicable, any of its directors, officers, shareholders, employees, advisors, contractors, subsidiaries and any of its affiliated corporate entities.
1.3. The Agreement and any other guidelines or additional terms that we provide to you via email contain the complete terms and conditions that apply to your participation.
2. Definitions
In this Agreement, references to the following words shall have the meanings set out below:
2.1. “Exhibit A” means the content that specifies the details of a specific collaboration between us and you, which may include starting date, ending date, pricing structure, payment plan, rates, campaign specific instructions, etc.
2.2. “Promotional Activities” is the marketing conducted by you that’s meant to promote us, including but not limited to, through the use of the Marketing Materials.
2.3. “Partner Fee” is the amount due and payable to Partner, as calculated based solely on our system's data and in accordance with the terms of this Agreement.
2.4. “Our Marks” means the word and/or any logo, mark, domain name or trade name which contains, is confusingly similar to or is comprised of any of our brand names and marks or any other name or mark owned from time to time by us.
2.5. “Our Website” means our website located at the URLs as set out on Exhibit A and at any URL which we shall advise you will be added to and/or replaced from time to time and each of its or their related pages.
2.6. “Marketing Materials” means banners, buttons, text-links, clicks, co-registrations, pop- ups, pop-unders, e-mail, graphic files, social media posts, videos and similar online media (which includes Trackers that are made available by us, that you may use to connect potential Customers to Our Website) and any other marketing materials (which may include Our Marks)that have been provided or otherwise made available to you by us and/or created by you and pre-approved by us.
2.7. “Customer” means any person who has met the requirements to be considered for the purpose of calculating the Partner Fee as set out in Exhibit A and who has not held an account with us before.
2.8. “Services” means any product or service provided by us through Our Website.
3. Terms and Conditions
3.1. You shall conduct Promotional Activities and further market and refer potential Customers to Our Website or mobile app. You will be solely liable for the manner of such marketing activities and for the Promotional Activities. All such marketing activities and Promotional Activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws relating to the content, privacy, data protection and nature of any advertising or marketing) and otherwise comply with the terms of this Agreement. You shall at all times conduct the Promotional Activities and any of your services hereunder in a way that will reflect favorably on us, our Services and/or Our Website and will not partake in any illegal or questionable business practice.
3.2. Trackers are for your sole use and are not to be assigned to others without our prior written consent.
3.3. We reserve the right to refuse Service to any potential Customer and to close the account of any Customer, at any time, at our sole discretion. All data relating to the Customers, including without limitation any feedback, shall remain our exclusive property and you acquire no right to such information except pursuant to our express written instructions.
3.4. The positioning, placement, frequency and other editorial decisions related to the Marketing Material and Promotional Activities shall be made by you in strict accordance with the provisions of Exhibit A that sets out the particular place(s) where the Marketing Material may appear and/or be distributed.
4. Payments
4.1. Unless otherwise agreed and subject to the terms of this Agreement and your full compliance with your obligations hereunder, Partner Fees will be paid to you in accordance with the terms of this Agreement and the payment plan and rates outlined on Exhibit A, and after any deductions and/or set offs that we are entitled to make under this Agreement.
4.2. We shall pay you Partner Fees as set forth in Exhibit A, including, but not limited to, provisions relating to minimum payment, method of payment and time of payment.
4.3. Your Partner Fees will be deemed full and final settlement of Partner Fees due for the relevant period indicated.
4.4. All taxes due in connection with any payments to you are your sole liability. You are solely responsible for complying with the rules, if any, for registering for and paying direct and indirect taxes (including, but not limited to, VAT), levies, duties and charges in respect of your income from or in relation to the Agreement and for collecting and paying the income tax and social security contributions in respect of your staff (if and as applicable). Without derogating from the foregoing, we shall be entitled to withhold from payments any and all amounts as we may be required to withhold from time to time to the extent required under applicable law. For the avoidance of doubt, it is hereby clarified that we will not increase the fees payable as Partner Fees due to any tax, levy, duty or charge imposed on the payment of the Partner Fees, and all Partner Fees are inclusive of any such tax, charge, duty and\or levy.
4.5. The Partner Fee is and shall be the sole, complete and final compensation and/or consideration entitled by you hereunder.
5. Term and Termination
5.1. This Agreement will take effect when you indicate your acceptance of this Agreement on Exhibit A and continue until terminated in accordance with the terms of this Agreement.
5.2. You may terminate this Agreement, with or without cause, immediately upon written notice to us that you may send by email marked "Termination" to samuel@lingopie.com.
5.3. We may terminate this Agreement in whole or in part, with or without cause at any time, upon written notice to you that we may send by email to such email address you have provided to us or by other communication methods you may have provided to us. For the avoidance of doubt, on termination of this Agreement you will no longer receive any Partner Fees.
5.4. We may at our sole discretion, and without prejudice to our further rights and remedies, suspend the Agreement (in whole or in part).
5.5. The following will apply upon termination of this Agreement: (a) you shall stop promoting Our Website and all rights and licenses given to you under this Agreement will terminate immediately; (b) you shall return all confidential information and cease use of any of Our Marks and the Marketing Materials and stop any Promotional Activities.
6. Liability; Indemnification
6.1. We make no warranties or representations (whether express or implied by law, statute or otherwise) with respect to Our Website, the Services, or any content, products or services available therein or related thereto or that Our Website, system, network, software or hardware (or such that is provided to us by third parties) will be error-free or uninterrupted or with respect to the quality, merchantability, fitness for particular purpose or suitability of all or any of the foregoing. Except as expressly stated otherwise in this agreement, all warranties, representations and implied terms and conditions are hereby excluded to the fullest extent permitted by law.
6.2. In no event will we be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. If, notwithstanding the other terms of this Agreement, we are determined to have any liability to you or any third party, our aggregate liability arising under this Agreement, whether in contract (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable to you hereunder over the previous three (3) months at the time that the event giving rise to the liability arises.
6.3. You shall be solely responsible for any third parties' claims arising because of misinformation provided by you or by anyone of your behalf. You shall defend, indemnify and hold us, together with our officers, directors, employees, consultants and representatives, harmless from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including court costs and reasonable legal fees) resulting or arising from your breach of and/or non-compliance with, this Agreement and/or your participation in the activities under this Agreement, and from any misrepresentation, willful misconduct, fraud or negligence with respect to and/or towards us and/or any third party. Without prejudice to any other rights or remedies available to us under this Agreement or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including (but not limited to) any claims we have against you resulting from or arising from, your breach of, and or non-compliance with, this Agreement.
7. Miscellaneous
7.1. All notices pertaining to this Agreement will be given by email as follows: to you at the email address provided by you on Exhibit A (or as subsequently updated by you to us in the event of change) or by posting such notice on our website, and to us at samuel@lingopie.com. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being received or 48 hours from the time of transmission or posting, asapplicable.
7.2. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you and us under this Agreement. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
7.3. You understand that we may at any time (directly or indirectly) enter into marketing terms with other affiliates on the same or different terms as those provided to you in this Agreement and that such affiliates may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from Our Website to any other online site that we deem appropriate at our sole discretion, without any liability or additional compensation to you.
7.4. You may receive confidential information from us, including without limitation confidential information as to our marketing plans, marketing concepts, structure and payments. This information is confidential and constitutes our proprietary trade secrets. You shall not, during the term of this Agreement and at any time after the termination or expiration thereof, disclose this information to third party or use such information other than for the purposes of this Agreement without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).
7.5. You may not issue any press release or other communication to the public with respect to this Agreement, Our Marks or your participation in this Agreement without our prior written consent, except as required by law or by any legal or regulatory authority (providedthat any such disclosure is only to the extent so required).
7.6. Except where you have received our prior written consent, you may not assign this Agreement or any rights under this Agreement, or sub-contract any or all of your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
7.7. This Agreement shall be governed by and construed in accordance with the laws of the State of Israel without giving effect to conflicts of law principles. The parties agree to the exclusive jurisdiction of the courts of the Tel Aviv district, for the settlement of any claim, dispute or matter arising out of or concerning this Agreement or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
7.8. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.
7.9. The Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior agreement or understanding between the parties in relation to such subject matter. Each of the parties acknowledges and agrees that in entering into the Agreement, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in the Agreement.
7.10. Except insofar as this Agreement expressly provides that a third party may in its own right enforce a term of this Agreement, a person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.
Exhibit A
Payment Structure:
*Earn 30% commissions for 12 months on each new customer sale attributed to your affiliate link
*Cookie duration is 60 days from click on your unique affiliate link
*Commissions are paid monthly (at the end of the month) via PayPal for all qualifying sales
*To earn commission be sure to include your affiliate link in any promo material that you use from your dashboard (graphics, emails, etc.)
*We do not pay commissions on self-purchases, so please do not use your own affiliate link to buy programs. All self-purchases will be voided.
Specifics of Promotional Activities:
*Ethical marketing practices included but not limited to, no spamming or offensive content.
*You must not impersonate Lingopie or mislead customers or potential customers about the nature our relationship
*We do not accept incentivized or adult traffic sources
*You cannot use search ads to drive traffic directly to Lingopie
*If you use search to drive traffic to your own sites, you must not bid on the Lingopie brand and must exclude the following one-word keywords on broad search and multiple keywords on phrase search: Lingopie, Lingo pie, Lingopy, lingopi, lingotv, lingo pi, Lingopie com, lingua pie, lingua tv, linguapie, linguatv, linguo pie, lingus tv, pielingo, lingoni
Definitions:
*Start Date - Date of registration
*End Date (or ongoing) - Until termination by either party
*Our Website URLs - All websites associated with Lingopie.
By agreeing to the terms & conditions, I confirm that I have read and understand the contents of the Master Agreement and Exhibit A.