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This Affiliate Program Agreement (also "Agreement", "Affiliate Agreement", "Terms and Conditions", "Affiliate Terms and Conditions", ) is entered into by and between INSTRUMENT LTD International Ltd, private limited company (“INSTRUMENT LTD”) and the Partner (also ”You”, “Affiliate Partner”, “Affiliate”), and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of the Affiliate Program (the "Affiliate Program" or the "Services"). Your electronic acceptance of this Agreement signifies that you have read, understood, acknowledged and agreed to be bound by this Agreement, along with INSTRUMENT LTD's Universal Terms Of Service Agreement, which is incorporated herein by reference. The terms "we", "us" or "our" shall refer to INSTRUMENT LTD. The terms "you", "your", "User", "customer" or "Affiliate" shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. INSTRUMENT LTD, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the INSTRUMENT LTD website (this "Site"). You acknowledge and agree that (i) INSTRUMENT LTD may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the "Last Revised" date at the top of this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site. In addition, INSTRUMENT LTD may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account ("Account") information, including your email address, current. INSTRUMENT LTD assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.
In order to enroll in the Affiliate Program, you need to submit your application through the affiliate signup form on the INSTRUMENT LTD website (the Website) or 3rd party platform on which an advertising campaign is initiated. All affiliate signups are reviewed by us before deciding if an application is accepted. If we determine that your application is not suitable for the Affiliate Program, it may be rejected for any reason.
As a INSTRUMENT LTD Affiliate, you agree that:
If INSTRUMENT LTD suspects or detects patterns of violations of the Affiliate Program Agreement, INSTRUMENT LTD reserves the right, as a result of Program Agreement violation, to suspend and/or terminate your Affiliate account and cancel all Commission payments due.
Only promotional materials that are approved by INSTRUMENT LTD may be used in the Affiliate’s Site in order to advertise INSTRUMENT LTD. Approved promotional materials refer to the materials that are provided in your Affiliate Area. Approved promotional materials may contain INSTRUMENT LTD trademarks, service marks, logos and slogans for you to display on your Affiliate Website. By signing this agreement we grant you a non-exclusive, limited and non-transferable license to access, download and place the approved promotional material on your website with the sole purpose to promote websites operated, controlled and owned by INSTRUMENT LTD.
If by the decision of any party the Affiliate Agreement is terminated, upon termination your non-exclusive, limited and non-transferable license to access, download and place the approved promotional materials of INSTRUMENT LTD will be immediately and automatically withdrawn.
Inappropriate ways of advertising include, but are not limited to:
INSTRUMENT LTD shall have the sole right to decide if a promotional method you use is appropriate. The use of any advertising method that we consider inappropriate may result in a warning, suspension or termination of your affiliate account and cancellation of all outstanding Commission payments due. Additionally, any rude, aggressive or offensive communication with the dedicated affiliate manager will result in a permanent ban from the Affiliate Program with no exceptions made.
We track affiliate sales automatically by using cookies. The cookies are automatically placed in the browser of the user who clicks on the affiliate link in order to reach our website. Every cookie is stored for up to 30 days. If a previous affiliate’s cookie is already placed in the same user’s browser it will be overwritten with the new cookie. If cookies are deleted intentionally by the user, INSTRUMENT LTD does not hold responsibility for this action.
For valid sale conversion you will receive up to 15% commission based on the product category you are promoting and amount of sales you make per month. Detailed commission structures will be provided on the affiliate platform that will be used to receive promotion links.
We retain the right to change the Commission structure and the method of calculation of the Commission at any time. Other Commission plans are not offered as standard but could be discussed with your Account Manager after review of the Partnership.
If you disagree with the Commission due as reported, you shall send an email to firstname.lastname@example.org and indicate the reasons and/or observations in 30 (thirty) days since the balance due or the force majeure event’s date. Failure to send an email within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment.
If the purchase will be canceled or refunded by the request of the client during the 45 days period - the Commission for such purchase will not be credited. We retain the right to review all the transactions for the possible fraud, whether such fraud is on the part of the Customer, or on your part. During the time which We review Commissions for possible fraud or any other concerns due to illegal activity, we may withhold payment of any balance to you for up to 180 (one hundred eighty) days, while We investigate and verify that the relevant transactions comply with the provisions of the Agreement, laws and regulations.
We will provide you with the Commission statement due in your Affiliate Area at the start of a new month. Payout requests for the previous payable period should be submitted via specified email until the end of the previous month. For example: the request for July 2021 should be sent by the end of August 2021. Payouts will be released by the 20th of the running month. If the request will be submitted after the end of the previous month - the payout will be transferred to the next payments round. You should make at least 3 conversions in order to request the payout. The minimum payout amount is set by a 3rd party affiliate platform provider. Please look into their TOS for more information as it also applies to the agreement. Please keep in mind that Wire Transfer payments usually take 3-5 workdays to be completed. Due to this reason, the commission payouts can be released later than the 20th of each month.
Both the Affiliate and INSTRUMENT LTD agree that they are entering into this Affiliate Agreement as independent contractors and this agreement creates no partnership, agency franchise, joint venture, sales representative or employment relationship between them. You have no authority to accept or make any representations or offers on the behalf of INSTRUMENT LTD. You cannot make any statements on your website or otherwise that would contradict anything in this section.
At any time you can cancel and terminate your affiliate account by contacting us through the Affiliate Area. INSTRUMENT LTD will send you a confirmation that your account has been terminated, as requested.
INSTRUMENT LTD can terminate an affiliate account:
After an affiliate account is terminated, the sales associated with the affiliate will no longer be tracked by us and you will no longer qualify for any future Commissions. Additionally Partner will be considered an inactive Affiliate if the account will not have any new Conversions for the last six months and such accounts will be parked as dormant. If any Commissions are due at the time of termination, they will be paid to the Affiliate after any applicable holding period with the regular payout cycle. No outstanding Commission payments will be due if your account is terminated due to the violation of these Terms and Conditions and an administrative fee of 125 USD (or the equivalent in the currency that is listed in your Affiliate Area) will be due by the Affiliate.
Once the Affiliate account is terminated, the Affiliate is obliged to remove any and all promotional materials, links, logos, trademarks, and slogans of INSTRUMENT LTD from his website within a period of 3 business days. This provision survives the termination of the Affiliate Agreement. Upon the termination of this Affiliate Agreement, the Affiliate no longer has the right to use any of INSTRUMENT LTD trademark(s), logo(s), and slogan(s) and will refrain from any actions that may affect the reputation, the image and any business relations with current and potential clients of INSTRUMENT LTD, directly or indirectly.
Once the Affiliate account is terminated, this Affiliate Agreement is terminated automatically.
Each party acknowledges that, as a result of this Affiliate Agreement, it may gain access to certain Confidential Information of the other party. “Confidential Information” means all documentation and information, including techniques, algorithms and processes and technical, business and marketing information, designated or marked by the party disclosing such documentation and information orally, visually or in writing (the “Disclosing Party”) as “proprietary” or “confidential” or the like, or that the other party (the “Receiving Party”) knows to be confidential, or should reasonably consider to be confidential under the circumstances of its disclosure, supplied by the Disclosing Party to the Receiving Party in connection with this Affiliate Agreement.
During the Term and for a period of five (5) years thereafter, each Receiving Party agrees (a) to hold the Disclosing Party’s Confidential Information in strict confidence, using the same degree of (but no less than reasonable) care and protection that it exercises with its own Confidential Information of a similar nature; (b) not to directly or indirectly disclose or otherwise make available any Confidential Information of the Disclosing Party to a third party; and (c) not to copy or use Disclosing Party’s Confidential Information for any purpose other than as necessary to fulfill Receiving Party’s obligations or exercise its rights under this Affiliate Agreement. Each party will disclose the other party’s Confidential Information only to its employees and affiliates with a need to know in order to fulfill such party’s obligations hereunder. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is approved in writing by the Disclosing Party or is required by law or by the order of a court or similar judicial or administrative body, provided that (to the extent permitted by law) the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s reasonable request and expense, in any lawful action.
The obligations of this Section will not apply to Confidential Information if such information: (a) is publicly available prior to or at the time of disclosure, or later becomes publicly available through no act of the Receiving Party; or (b) was, prior to disclosure hereunder, rightfully known to the Receiving Party (other than in connection with this Affiliate Agreement) without confidentiality restriction.
Any controversy, claim or dispute arising under this Affiliate Agreement will be resolved according to the jurisdiction and legislation where the INSTRUMENT LTD entity servicing your Affiliate account is located.
We remain the right to change any policies or terms of this Affiliate Agreement at any time. The amendments and/or supplements of the Agreement are effective immediately upon being posted to the INSTRUMENT LTD website. The current Terms and Conditions of the Affiliate Agreement are always available publicly on INSTRUMENT LTD’s website. If by any means you do not agree with the amendments and/or supplements of the Affiliate Agreement, you can cancel your account within 10 business days, counting from the date of the amendments and/or supplements. Only an official INSTRUMENT LTD officer has the right to make any amendments and/or supplements to this Affiliate Agreement. No agent of, or person employed by or under contract with, INSTRUMENT LTD has any authority to alter or vary this Affiliate Terms and Conditions Agreement in any way. No oral explanation or oral information given by any party shall alter the interpretation of this Affiliate Agreement.