Affiliate program Terms and Conditions TOPOL.io
BY SUBMITTING THE APPLICATION TO THE AFFILIATE PROGRAM YOU ARE AGREEING THAT YOU HAVE READ, AND YOU COMPLY WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE LEGALLY RESPONSIBLE FOR ALL TERMS AND CONDITIONS.
1.1. Agreement. The following agreement (“Agreement”) contains complete terms and conditions of the affiliate program (“Affiliate program”) between you (“Affiliate partner”) and the Ecomail.cz, s.r.o., Reg. No. 02762943, with its registered office at Na Zderaze 1275/15, 120 00 Prague 2, Czech Republic, registered in the Commercial Register with the Municipal Court in Prague, Section C, File No. 223183 (“Ecomail.cz”).
1.2. Topol.io. Software as a service owned and operated by Ecomail.cz, an HTML e-mail template editor available at www.topol.io (“Topol.io”, “we”, “our” or “us”).
1.3. In this Agreement, Topolio and the Affiliate partner are collectively referred to as the Parties and one party separately as the Party.
1.4. The purpose of the Agreement. The purpose of this Agreement is to allow linking between your website and the Topol.io website. This Agreement contains the complete terms and conditions that apply to you when becoming an affiliate in Topol.io s Affiliate Program.
1.5. Equality of the Parties. The Parties declare that there is no relationship of subordination and superiority between them and all actions performed by the Parties are at their own risk.
1.6. Affilbox. The commission system for the Affiliate program is provided by application AffilBox, which is run by the AffilBox s.r.o., Reg. No. 28777000, with its registered office at Jahnova 8, 530 02 Pardubice, Czech Republic, registered in the Commercial Register with the Regional Court in Hradec Králové, Section C, File No. 26701.
2.1. Affilbox is an SAAS application that helps us maintain the Partner's account, provided in accordance with its TC.
2.2. Affiliate partner is the person promoting our products and services to earn sales commission (“you”). You become the Affiliate partner after confirmation of your Application. More information about Affiliate partners in Article 3 hereof.
2.3. Affiliate program is a commission system in which the Affiliate partner promotes the Service for Topol.io and Topol.io pays him Commission on the sale in return.
2.4. Agreement means the agreement between Affiliate partner and Ecomail.cz where Affiliate partner commits to promote our products and services related to TOPOL.io within the Affiliate Program. The Agreement is concluded only in electronic form and is not provided in writing.
2.5. Application is an action performed by the Affiliate partner via registration form, available at “https://affiliate.topol.io/registrace/”, to become one of our Affiliate partners.
2.6. Approved conversion means a conversion in which the customer pays the price of the goods or services properly and in full.
2.7. Commission is an amount of money Affiliate partners earn from promoting our Service.
2.8. Commission link. Means a unique link assigned to an Affiliate Partner within the commission system.
2.10. Partner’s account is an Affiliate partner’s account maintained in the Affilbox application.
2.11. Paying user is the customer (user) who pays for our Subscription.
2.12. Personal data are all data capable of identifying a particular natural (e.g. name, birth date, home address) or legal person.
2.13. Propagation methods are marketing methods used for promotion of our products and services.
2.14. Service means all the functionalities of the Software offered through our application “https://app.topol.io/” (to create custom, responsive email templates).
2.15. Subscription means a user’s subscription to a monthly plan to TOPOL Plugin or monthly or annual plan to TOPOL PRO under which the user pays monthly or annually for the Service.
3. PARTICIPATION IN AFFILIATE PROGRAM
3.1. Application. Participation in our Affiliate program is based on the Application of the Partner.
3.2. Accuracy of the Affiliate partners data. The Affiliate partner is obliged to provide accurate data in Application. In the event of changes, the Affiliate partner is obligated to inform us of this fact without undue delay. We are not responsible for damages incurred by the Affiliate partner due to failure to notify changes in the data. Management and processing of the Affiliate partner’s data is executed in accordance with Section 7 hereof.
3.3. Who can be our Affiliate partner. We have the exclusive right to decide who will be our Affiliate partner. Therefore, we reserve the right to reject your application for inclusion in the Affiliate program without any reason.
3.4. Our right to refuse the Application. We may refuse your Application or terminate the Agreement for the reasons hereunder if you are on your website / social media / other platforms:
- promoting violence and/or terrorism,
- promoting sexually explicit and/or obscene content,
- promoting discrimination based on sex, race, nationality, ethnicity, religion, disability, sexual orientation, age,
- promoting political parties and/or connect us with politics,
- infringing rights of children or minors,
- promoting or committing any unlawful activities and/or any activities that are in contravention of Czech legal system,
- promoting or committing any unethical and/or immoral activities.
3.5. Termination of Application. We may re-evaluate your Application at a later time. We may reject your Application at our sole discretion or terminate and ban you at the Affiliate program any time in the future.
3.6. Partner's Profile. Your account profile is created as soon as we accept your Application via Affilbox application - with the use of your unique username or email, and password chosen by you at your own discretion.
3.7. Password. Your password must be kept safe and secret at all times and to inform us in case of loss, disclosure or unauthorized use of your password and/or your account profile. Any act or omission with the use of your unique username and your secret password may be interpreted as your action or omission.
4. OBLIGATIONS OF AFFILIATE PARTNER
4.1. Legal capacity to participate in the Affiliate program. The Affiliate partners are either legal entities (business) that have been lawfully registered in your jurisdiction and that owns lawful tax credentials in your jurisdiction and can issue lawful invoicing documents or a natural person who owns lawful tax credentials in your jurisdiction. In both cases, you should have full contracting and legal capacity. You bear the responsibility to declare whether you act on behalf of a business or a natural person.
4.2. Non-transferability of rights. It is prohibited for Affiliate partner to assign or transfer his obligations under this Agreement to another person or company without our consent.
4.3. Allowed Propagation methods. Affiliate partners may use only allowed Propagation methods. All the allowed Propagation methods are listed below:
- Placement of advertising content on the Affiliate partner’s website - especially banners;
- reference to our product or service through articles on blogs, discussion forums or other forms of articles - only if it’s allowed by the rules of medium where the reference is placed;
- sending advertising emails informing about our products and services - this is allowed only if the Affiliate partner has the adressor's consent with this form of commercial communication;
- link through social media (Facebook, Twitter, etc.);
- in-video promotion.
4.4. Forbidden Propagation methods are:
- pay-per-click advertising - for the reason we provide Commission only for users paying for our Subscription;
- PopUp advertising;
- spam advertisement and unsolicited commercial emails - we absolutely forbid Propagation methods that third parties can consider as spam or unsolicited commercial email and could cause damage to our name and reputation. Posting to non-commercial groups is also prohibited;
- automatic redirection without any Affiliate partner’s site visitor activity to our services;
- discount actions or discount coupons not approved by us;
- advertising systems like Google Ads, Facebook Business Manager and other advertising systems redirecting to our Services;
- Includes “TOPOL”, “ECOMAIL” or variations or misspellings thereof in its domain name. The affiliates should not use the word “scam” or similar negative words, for negative publicity.
- using programs, scripts, reloading of advertising banners or other means that can cause unfair or even iligal increase of our propagation.
4.5. Content on Affilieate's partner platforms. Affiliate partner may not use a website / webpage without any content (or with any unlawful content) and / or may not contain (nor shall it contain in the future) any of the forbidden content and activities referred to by our Affiliate program.
4.6. Responsibility for the content related to the promotion. Pricing and Topol.io's details must be stated up to date on your website and through your promotional methods at all times. It is prohibited to advertise incorrect details, especially related to “Free accounts” without proper disclosure of trial period.
4.7. Reputation protection. Affiliate partner is obliged to ensure that his activities do not harm or endanger the good name and reputation of Ecomail.cz, Topol.io and our Services. If so, we can terminate the Agreement and the Affiliate Partner’s right to Commission expires. We can also claim compensation for the damages caused by these activities where the Affiliate partner is fully liable for the damage.
4.8. Close persons. Affiliate partner, his family members or other persons acting in concert must not use the Affiliate partner’s link to pay for Subscription. If they do so, the Affiliate Partner is not entitled to Commission at all. On behalf of this action that caused damage to us, Affiliate partner is obliged to fully compensate for the damage.
4.9. Forbidden activities. The Affiliate partner must not in any way hack the provisioning system's source code or interfere in any way with the way the Commission is paid and circumvent the payment system based on its discovered fault in our system. If Affiliate partner discovers any fault in the system, they are required to report it.
4.10. Inactivity of Affiliate partners. Affiliate partners are obliged to be active in the Affiliate program. We reserve our right to terminate the Agreement in case the Affiliate partner remains inactive for more than one hundred and eighty (180) days. Inactivity counts from the last day a new Paying user register for the Subscription using Affiliate Partner’s link, starting from the day following. After one hundred and fifty (150) days of inactivity we will send the Affiliate partner written notice via email indicating the possible termination of the Agreement due to inactivity. After one hundred and eighty (180) days we have a right to terminate the Agreement. Inactivity will even affect the Affiliate partner’s Commission, specified in Article 6.4. hereof.
4.11. Right to monitor the Affiliate's partner content. We have the right (but we are under no obligation) to monitor your website at any time in order to determine if you are compliant to the Affiliate program terms and conditions.
4.12. Liability for damages. The Partner is fully liable for all damages caused by its actions in violation of the Agreement and / or the law of the Czech Republic to us, other users of our Services or third parties.
4.13. Free of choice for the Affiliate partner’s site visitor. Clicking on a link must be a free decision for the Affiliate partner’s site visitor, not forced in any way.
5. COMMISSION PAYMENT
5.1. Obligation to pay Commission. We declare that the only obligation under this Agreement we have to the Affiliate partner is to pay him the Commission if the Affiliate partner meets the conditions for its payment.
5.2. Right on Commission. The Affiliate partner is entitled to a Commission only if his Commission link was used in carrying out the Approved conversion.
5.3. Pricing. We undertake to pay a sales commission for all Affiliate partners participating in the Affiliate Program who met conditions under this Agreement. Commission on user Subscription earnings (excluding Data transfer fee) is 25 % of this amount. Commission may be changed for pre-announced campaigns.
5.4. VAT. We charge you VAT in case that we are obliged to do so.
5.5. Consent with cookies. The Commission is added to the Partner's account at the time of the evaluation based on the data obtained from the cookies mediated by the tracking and conversion code placed on the Affiliate partner’s websites. Cookies will be obtained only with the user’s permission. In the case the user does not accept these cookies, we can not detect that the user came from Affiliate partner’s website. USER MUST NOT BE FORCED TO GIVE CONSENT WITH THESE COOKIES UNDER ANY CIRCUMSTANCES.
5.6. Entitlement to a Commission. The Commission is due only when and if the Paying user has fully paid Subscription (monthly plan or annual plan) to us.
5.7. Our right to withdraw the Commission from Partner's account. In the case if the Paying user cancels the Subscription due to a claim, the Affiliate partner will not be charged the amount already paid out, but this amount will be withdrawn from the Partner's account.
5.8. The minimal billable amount. The minimal amount for the payment of Commission is one hundred (100) US dollars. Affiliate partner can then send us an invoice with the amount it expects to pay from the Affiliate account. Payment will be provided by the twentieth (20) day of the month following the sending of the invoice. The payment will be sent via PayPal.
5.9. The period of commission providing. Commission payment is provided as long as the user from Affiliate partner’s link pays for Subscription until termination. Commission payment will be cessated as a result of the inactivity of the Affiliate partner specified above in Article 4.10. Entitlement to Commission payment does not expire immediately, but thirty (30) days after termination. Nevertheless, the Affiliate partner must within this period request the payment of the remainder of the Commission on the Partner’s account, if it is higher than the one hundred (100) USD threshold, or his entitlement for the remainder of the Commission will expire.
5.10. Our right to a payment delay. If we have reasonable grounds to suspect that the Agreement has been breached or suspect a fraudulent activity, we reserve the right to delay payment of an Commission until such suspicion has been rebutted.
6. DURATION AND TERMINATION
6.1. Duration. This Agreement will take effect from the date of confirmation of submission of the Application to the Affiliate program and is valid for an indefinite period until terminated.
6.2. Termination of cooperation of our part. We can terminate this Agreement at any time for the reasons stated in Articles 4.4., 4.5. and 4.7. hereof. In that case the Agreement will be terminated immediately, the Affiliate partner’s entitlement for Commission expires and all the Commission payments will be stopped at the moment of the termination.
6.3. No reason termination. Both parties can terminate this Agreement at any time with or without cause by sending an e-mail to the other party, via Partner' s account communication features. Termination will have immediate effect upon the delivery of a message to the other party. Entitlement to Commission payment does not expire immediately, but thirty (30) days after termination. Within this period the Affiliate partner can request payment of the remainder of the Commission on the Affiliate account, if it is higher than the one hundred (100) USD threshold.
6.4. Inactivity of Affiliate partners. If the Affiliate partner is inactive for one hundred and eighty (180) days we reserve the right to terminate this Agreement and shut down the Partner's account. More to inactivity and consequences of it is specified in Article 4.10. hereof.
7. CONFIDENTIALITY AND PERSONAL DATA PROTECTION
7.1. Parties to the Agreement are undertaking that all information:
(i) marked as confidential, (ii) have certain value for respective Party or its publishing would jeopardise or could jeopardize legitimate interests of respective Party, (iii) having the nature of trade secrets, will remain secret and will not be disclosed to a third party without consent. The Parties undertake to treat this information with care equivalent to confidential information of their own. Furthermore, the Parties undertake not to misuse such information for purposes other than those provided for in compliance with this Agreement. In the event of a breach of this provision, the infringing party will be liable for the damage caused by the breach.
7.2. Regardless of the above, informations below will not be considered as confidential if:
- they have become public knowledge, without their disclosure of the recipient Party's obligations or legislation;
- recipient’s Party had access to them before the conclusion of the Agreement;
7.3. All the data and information collected and processed by Ecomail.cz is in accordance with General Data Protection Regulation and Czech legislation implementing this Regulation. The Personal data we collect or process are mainly:
- Affiliate partner’s data collected within the Affiliate program.
- By submitting the Application for the Affiliate program the Affiliate partner gives us consent for the collecting and processing of his Personal data. We collect and process Affiliate partner’s data for the duration of the Agreement. When the Agreement is terminated we will keep the data for as long as necessary in case of a legal dispute in the future.
- Affiliate partner’s data we collect, are especially: (i) name, (ii) home address or registered office, (iii) bank account number
- Data retrieved from cookies for the purpose of paying Commission to Affiliate partners. This type of data we are collecting from tracking and conversion cookies placed on Affiliate partners and our websites to ensure if a Paying user came from Affiliate partner’s link. All the collecting and handling of this data is in accordance with the Cookie Statement available at “https://topol.io/cookie-statement”. We collect these data only for a limited period of one hundred and twenty (120) days after potential users use Affiliate partner’s link.
Further we undertake to use data listed above only for legitimate purposes.
7.4. Affiliate partners agree to that Ecomail.cz can send them emails related to our products and services, and the news and information related to campaigns in the Affiliate program.
8. INTELLECTUAL PROPERTY AND LICENCE
8.1. License. We grant license to Affiliate partners of non-exclusive, non-transferable, revocable right to use our trademarks, trade names, logos, and other similar intellectual property (collectively as “Intellectual property”) for purposes of promoting our Service within the Affiliate program. All in accordance with this Agreement and solely for the purpose of the Agreement.
8.2. Misuse of license. Misuse of license for purposes other than propagation of our Service or granting of this license to third parties, will be considered a serious breach of this Agreement, which may lead to consequences such as the termination of the Agreement, stopping Commission payment and liability for damages caused by this violating behavior.
8.3. Reputation risks. Affiliate partner agree he will not use our Intellectual property in manners that can jeopardize or damage our reputation or that can portray our company and our products or services in a negative light.
8.4. In the case of termination of this Agreement, the Affiliate partner will no longer have the right to use our Intellectual property and will be denied access to it at the moment of termination.
8.5. Reference. Ecomail.cz is entitled to use Affiliate partner’s personal name and surname, business name and logo for marketing purposes and in public lists of our affiliate partners.
9. LIABILITY DISCLAIMER
9.1. We are not responsible for damages caused by third parties, especially failures, service outages of the Affilbox application.
9.2. By this, the Affiliate partner acknowledges and agrees that Parties are separate entities and all transactions, agreements and other actions with third parties will bind and establish the liability only of the Party participating in those actions. We do not participate in any of the agreements between Affiliate partners and third parties. We are not responsible for unlawful actions caused by the Affiliate partners.
9.3. We are not responsible for any damage caused by an Affiliate partner that may be caused by the provision of poor or misleading information about our Service that contradicts the information we provide.
9.4. Neither party is responsible for the damage or in delay if this damage or the delay is caused by the other party's failure to fulfill his obligations. Liability is not excluded if the obstacle arose at a time when the party was already in delay.
9.5. The Party shall be exempted from his obligation to make compensation for the damage if he proves that he has been temporarily or permanently prevented from fulfilling his obligation under the Agreement by an extraordinary unforeseeable and insurmountable obstacle, arising independently of his will. However, an obstacle arising from the Party’s personal circumstances or arising only when the Party was in delay of meeting an agreed obligation, or an obstacle which the Party was required to overcome under the Agreement, will not relieve him of his obligation to make compensation.
10. MUTUAL COMMUNICATION
10.1. All the communication between Ecomail.cz and Affiliate partners is through email only. The email intended for all communication related to Affiliate program is only this one:
We will communicate with the Affiliate partner via his email address specified in the Application.
11. CHANGE OF TERMS
11.1. Our right to change the Agreement. We reserve the right to unilaterally change this Agreement. We will notify the Affiliate partner in writing of this change one (1) month in advance with a link to the new version of Terms and Conditions. Within this period, the Affiliate partner has the right to immediately withdraw from the contract due to disagreement with the change of the Agreement.
12. JURISDICTION AND FINAL PROVISION
12.1. This Agreement, and any disputes arising from or in connection with shall be governed by and construed in accordance with Czech law. The parties shall file all disputes arising in relation to this Agreement to the ordinary Czech courts.
12.2. The relationship between the parties, including the Agreement, will be governed in all respects by the laws of The Czech Republic.
12.3. Jurisdiction of Czech republic. The Affiliate partner irrevocably consents to the exclusive jurisdiction of the Courts of Prague in The Czech Republic in connection with any action arising out of or in connection with the Agreement, or the relationship between Parties, or in connection with any other legal actions between the Parties, including but not limited to tort claims. Affiliate Partner will not initiate an action against ECOMAIL in any other jurisdiction.
12.4. These Terms and Conditions are valid and effective as of 27.04.2021.