SHOPPCOMMERCE AFFILIATE PROGRAM TERMS

Scope

By using the ShoppCommerce website to create an affiliate account (either by clicking “Create” or a similar button or checkbox), you agree to be bound by this Affiliate Program Agreement in order to participate in ShoppCommerce’s affiliate marketing program ("Program") or to engage in any activity related to the program.

This agreement is entered into between two parties: you (referred to as “Affiliate”) and Mongo Pelela It Service (the company that operates the ShoppCommerce website), referred to as “Merchant”, or "ShoppCommerce" or similar term. An affiliate is a natural person or legal entity that has accepted the terms of this agreement. If the affiliate is a natural person, you must have reached the age of majority in the jurisdiction where you reside and from which you conduct your affiliate activities.

You must read and accept all the terms and conditions contained in this agreement, including ShoppCommerce’s privacy policy, as a prerequisite for becoming an affiliate. In the event of a breach of any provision of this agreement, the merchant reserves the right to reduce or even withhold fees or commissions.

This agreement does not in itself constitute an exclusive or special agreement between the two parties. Each party has the right to enter into similar agreements with third parties, if it so desires, provided that such agreements do not constitute a breach of its obligations under this agreement.

The merchant reserves the right to amend the contract at any time and at its sole discretion by publishing a notice of amendment and/or the new terms of the contract on the ShoppCommerce website, or by notifying you via email at the address registered for your affiliate account. The new contractual terms will take effect on the specified date, no earlier than seven (7) calendar days following the date of notification. Unless you provide written notice of termination in accordance with paragraph (4) before the expiry of this period, the changes will be deemed to have been accepted by you. By continuing to participate in the affiliate program after the effective date of the amended agreement, you are deemed to have accepted the new terms and conditions.

1- Affiliate Program Description

1.1- The affiliate program allows you to earn money by promoting ShoppCommerce on your website and social media, either by creating an affiliate link to one of the ShoppCommerce websites (using the link format provided by the merchant) or by promoting promotional offers from ShoppCommerce.

1.2- For affiliate links: Whenever a customer clicks on the affiliate link assigned to you and places an eligible order on the ShoppCommerce website, you will receive compensation as described in more detail on the ShoppCommerce Affiliate Program page (subject to the restrictions set forth therein).

1.3- For promotional offers: Each time a customer successfully uses a promotional code assigned to you when placing an eligible order on the ShoppCommerce website, you may earn a commission as described in more detail on the ShoppCommerce Affiliate Program page (subject to the restrictions set forth therein).

1.4- To help the affiliate effectively promote ShoppCommerce’s products or services, the Merchant may make available to the affiliate the “Program Content,” which includes marketing content and program-related information such as data, images, application programming interfaces, text, links, and widgets. Nothing in this Agreement shall confer upon the Affiliate any ownership rights to the program content made available to the Affiliate under this Agreement.

2- Compliance & Affiliate Obligations

2.1- The Affiliate’s participation in the affiliate program and the payment of compensation are contingent upon compliance with this Agreement. The Affiliate acknowledges and agrees that it shall be responsible for the performance of all its obligations under this Agreement, regardless of whether it grants a sublicense or subcontracts such obligations to any third party.

2.2- The Affiliate must acknowledge receipt of and respond promptly to reasonable requests for information from the merchant and must provide any required documents and information.

2.3- In the event of a breach of this agreement or other applicable marketing agreements of the merchant, the merchant reserves the right to permanently suspend, without notice (to the extent permitted by applicable law), all fees that would otherwise be due to the affiliate under this agreement, whether such remuneration is directly or indirectly related to the breach, and without prejudice to the merchant’s right to claim compensation for any additional damages. The affiliate agrees not to claim such remuneration.

2.4- The affiliate warrants that the information provided in connection with the affiliate program is accurate and complete at all times. The affiliate may update his information by logging into his account via the affiliate program website or by submitting a request to the merchant to update his data, especially if certain options are not available in his affiliate account.

2.5- Unless otherwise decided by the merchant, the following costs and expenses shall be borne by the affiliate: (A) those related to the affiliate’s marketing activities, including his websites or other products or services associated with his affiliate marketing activities (regardless of location or jurisdiction); (B) those related to the affiliate’s promotion of ShoppCommerce;

2.6- The affiliate agrees to comply with all applicable laws, rules, regulations, and guidelines. This includes regulations regarding email marketing and “spamming.” The affiliate warrants that he will not use malware or spyware to carry out cyberattacks, send bulk emails or viruses, and that it will not use any aggressive advertising or marketing methods in connection with its activities related to ShoppCommerce. The Affiliate also agrees not to compromise the ShoppCommerce website or services through misuse of the features available in his affiliate account, or through the use of viruses, Trojan horses, worms, or similar programs.

2.7- The Affiliate agrees not to send emails regarding ShoppCommerce to individuals or entities who have not requested such information, while claiming that these emails are sent on behalf of the Merchant. The Affiliate further agrees not to make or accept any offers or commitments on behalf of the Merchant and acknowledges that this Agreement does not grant the Affiliate the right to take such action.

2.8- The affiliate warrants that it will not make any false, disparaging, or misleading statements or claims regarding ShoppCommerce. The affiliate further warrants that it will refrain from any practices that could harm ShoppCommerce’s credibility or reputation. In addition, the affiliate warrants that it will not misrepresent or fraudulently present its affiliation with the merchant.

2.9- The affiliate agrees not to copy, imitate, or reproduce the look and feel of ShoppCommerce's websites, services, or trademarks

3- Fees and Payments

3.1- The affiliate shall be entitled to receive fees from the merchant. If the affiliate fails to provide the merchant with the information necessary to process the payment, the merchant may (without prejudice to any other rights or remedies available to him) withhold payment of the agreed compensation.

3.2- The Merchant is entitled to withhold or deduct any taxes for which the Merchant is legally liable from the amounts to which the Affiliate is entitled under this Agreement.

3.3- The merchant has the right to require the affiliate to issue an invoice before paying the amounts owed to the affiliate. If the affiliate provides the merchant with an invoice that meets the requirements of a valid VAT invoice and correctly and separately states the VAT due, the merchant will pay the VAT due.

3.4- The merchant is not required to pay any fees:
3.4.1- related to orders that have been canceled, charged back, or refunded,
3.4.2- related to an order placed on ShoppCommerce where the customer is the affiliate,
3.4.3- to an affiliate employed by the merchant,
3.4.4- related to fraud.

3.5- For any commission paid in error by the merchant, or any commission that is subsequently found to be subject to one or more of the exclusions set forth in Section 3.4, the merchant reserves the right to request reimbursement from the affiliate, or to deduct the applicable amounts from future payments due to the affiliate if the merchant deems it necessary. In the event that the contract is terminated prior to the affiliate’s full reimbursement of these amounts, the affiliate shall pay the merchant the remaining balance within thirty (30) days of the effective date of the contract’s termination.

4- Termination

4.1- This agreement becomes effective upon your registration on the merchant's website or as soon as you begin using it

4.2- Unless otherwise provided in this contract, this agreement may be terminated at any time by either party for any reason (with or without cause), with or without notice, and with immediate effect by sending written notice to the other party

4.3- Any fraudulent, unacceptable, deceptive, or illegal conduct on the part of the affiliate may result in the immediate termination of the affiliate account without notice or recourse for the affiliate, as well as the suspension of all or part of the affiliate’s privileges under the Program.

4.4- The merchant is entitled to withhold, for a reasonable period following termination, any compensation owed but not yet paid to the affiliate, in order to ensure that the correct amount is paid, for example to account for any cancellations.

4.5- Upon termination of this Agreement, all rights and obligations of the parties shall cease, including all licenses and rights of use granted under this Agreement. This provision does not apply to payment obligations arising under this Agreement that have not yet been fulfilled, which shall survive the termination of this Agreement. Termination of this Agreement does not release the parties from obligations already incurred under this Agreement, nor from their liability for any breach of this Agreement committed prior to its termination.

5- Confidentiality

5.1- The term “confidential information” as used in this Agreement refers to any information related to the affiliate program (including, but not limited to, software and product designs) that should reasonably be considered accessible only to the two parties authorized to access it—namely, the merchant and the affiliate, and that is not in the public domain.

5.2- Each party agrees to use the other party’s confidential information only to the extent reasonably necessary to fulfill its obligations under this Agreement. The Merchant’s confidential information remains the Merchant’s exclusive property.

6- Warranty disclaimer

All services offered by the merchant are provided “as is” and “as available.” The merchant makes no warranties and assumes no liability of any kind, whether express or implied, statutory or otherwise, regarding the services. The Merchant disclaims all express or implied warranties under this Agreement regarding the Services, including warranties of non-infringement, merchantability, or fitness for a particular purpose. The Merchant disclaims any representation or warranty that the Services will operate in a particular manner, or that the Services will be uninterrupted, accurate, error-free, or free of harmful components.

7- Limitation of liability

7.1- The merchant disclaims all liability for indirect, incidental, consequential, actual, or punitive damages, including damages resulting from loss of profits, business value, customers, data, use, or other intangible losses arising in any way from the service, even if the merchant has been advised of the possibility of such damages. Furthermore, the merchant’s total liability to the affiliate with respect to the services provided is limited to the fees paid to the affiliate by the merchant during the six (6) months immediately preceding the date of the event giving rise to the most recent claim for damages, whether such fees has already been paid or is still due. 7.2- The Affiliate hereby waives all rights and remedies at law or in equity, including the right to seek injunctive relief, specific performance, or any other remedy in connection with this Agreement. This limitation applies to all causes of action.

8- Compensation by the affiliate

The Affiliate is required to indemnify the Merchant and hold the Merchant harmless from any and all liability or damages, claims, or demands arising from: (A) a breach by the affiliate of any provision of this agreement; (B) any violation by the affiliate of applicable law; C) the quality of the affiliate's products or services; (D) any claim by a third party alleging a violation of its intellectual property rights or any other third-party rights, whether arising from the affiliate’s products or services or from the affiliate. (E) any warranty or assurance regarding ShoppCommerce that the affiliate has undertaken to provide to a third party; (F) the affiliate's taxes, including anything directly or indirectly related thereto; (G) gross negligence or willful misconduct on the part of the Affiliate

9- General provisions

If, due to force majeure, either party to this contract is prevented from or placed in a situation that makes it impossible for it to continue to perform its obligations under this contract, that party shall be exempt from such performance. The party prevented from performing its obligations under this contract shall nevertheless make every effort, as soon as possible, to resume or continue fulfilling such obligations.

10- Other provisions

10.1- Any feedback provided to the merchant by the affiliate shall be deemed non-confidential and non-proprietary by the parties. The affiliate hereby agrees to assign to the merchant all rights, title, and interest in and to such feedback, regardless of its nature. The merchant shall be free to use and exploit the feedback as he wishes, without any restrictions or payment, and without acknowledging the source.

10.2- The affiliate acknowledges and agrees that the merchant may, at any time, directly or indirectly, offer products or services, websites, or applications that are similar to or compete with those of the affiliate.

10.3- If either party is unable to enforce any provision of this agreement at any time or for any period, this shall not constitute a waiver of such provision or a waiver of the party’s right to enforce one or more of these provisions in the future.

10.4- Any statement, request, consent, authorization, or other communication under this agreement must be made at the merchant’s sole discretion and in writing only.

10.5- The Affiliate may not assign this Agreement, in whole or in part, by operation of law or otherwise, without the Merchant’s prior written consent. This Agreement is binding on the parties and shall be enforceable by them and their authorized successors and assigns.

10.6- This Agreement, together with all guidelines, including documents, guides, specifications, and other sources to which they refer supersede all prior statements, understandings, and agreements between the Affiliate and the Merchant. In the event of any conflict between this Agreement and the program guidelines, this Agreement shall prevail. This Agreement (including any duly completed application form) constitutes the entire agreement between the Affiliate and the Merchant.

11- Applicable law and dispute resolution

This Agreement, as well as any dispute of any kind that may arise between the Merchant and the Affiliate, shall be governed by the laws of Germany, excluding its conflict-of-laws rules. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the city of Wuppertal for any dispute or claim arising out of or relating to this agreement.

12- Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason, such provision shall be deemed severable and shall not affect the validity or enforceability of the remaining provisions of this Agreement.