Affiliate Agreement

February 4th, 2019

1. This agreement is made between you (“Affiliate”) and EscortScripts (“Vendor”).

2. Vendor extends Affiliate the right to place links on Affiliate’s web site and in Affiliate’s mailings to Vendor’s web sites. Vendor extends Affiliate the right to use Vendor’s trade marks and images of Vendor’s software on Affiliate’s web site and in Affiliate’s mailings. Vendor does NOT extend Affiliate the right to use or copy other materials copyrighted by Vendor, including but not limited to text and graphics on Vendor’s web site. Affiliate is welcome to link to these materials and to write Affiliate’s own promotional texts. All the rights extended by Vendor to Affiliate in this agreement will be automatically revoked when this agreement is terminated.

3. Affiliate will use the rights mentioned in article 2 solely for the purpose of promoting the software sold by Vendor, and for referring potential customers to Vendor’s web site.

4. Vendor will use industry standard methods to determine whether a customer purchasing Vendor’s software was referred to Vendor by Affiliate or not. Vendor will take measures generally accepted in the industry to ensure the accuracy of the tracking method, i.e. the determination whether a particular customer was referred by Affiliate or not. At the time of this agreement, Vendor requires Affiliate to use special links to Vendor’s web site. These special links will set a cookie in the user’s web browser, possibly deleting any previous affiliate cookies. When a customer purchases the software through Vendor’s payment system, Vendor’s affiliate system will check if the cookie is present in the customer’s browser to determine whether the customer was referred to Vendor by Affiliate. Vendor reserves the right to change this tracking method at any time without prior notice, as the industry and marketplace evolve. Vendor will notify Affiliate of any significant changes to this tracking method.

5. Vendor will pay Affiliate a percentage commission on all purchase made by a customer referred to Vendor by Affiliate (hereinafter “Customer”), if all following conditions are met:

a. Customer was not previously referred to Vendor, whether that was by another affiliate or by any other means.

b. Customer’s purchase was completed within 60 days after being referred to Vendor by Affiliate.

c. Customer purchased a software package not previously purchased by Customer. Affiliate will not receive commissions for license upgrades or expansions. Affiliate will receive the commission whether the customer previously purchased different software from Vendor or not.

d. Customer is not the Affiliate, close family of Affiliate, an employee of Affiliate, an employer of Affiliate, or employed by the same company as Affiliate.

e. The purchase is not reversed or canceled for any reason.

6. Unless different commissions are mutually agreed to in writing by Vendor and Affiliate, Affiliate will receive a commission of 10% for each purchase of Vendor’s software meeting the conditions agreed to in article 5. Vendor will credit the commission to Affiliate at the end of the current month after Customer’s purchase was completed only if the purchase has been done before the 20th of the month. For purchases occurring after the 20th of the current month, the commisions will be paid at the end of the next month. This delay gives Vendor ample time to verify whether the conditions agreed to in article 5 have been met.

7. Vendor will compute the total commission earned by Affiliate at the end of each month, and pay the commission to Affiliate., unless Affiliate requests in writing to delay payment. If the total commission is less than the minimum payout threshold, or Affiliate requested to delay payment, the commission earned so far will carry on to the next month. The commission will carry on for the entire duration of this agreement. When this agreement is terminated, and Affiliate has not breached the agreement, and Affiliate’s outstanding commission equals or exceeds the minimum payout threshold, Vendor will send payment and the end of the month during which the agreement was terminated. Vendor will determine the available payment methods and minimum payment threshold, and may change available payment methods without prior notice. Vendor will notify Affiliate as soon as possible whenever the available payment methods have changed. Vendor has the right to deduct costs related to making payment from Affiliate’s commission, provided Vendor has notified Affiliate of those costs in advance. The standard payment currency is set to USD. At the time of this agreement, Vendor will pay Affiliate the full commission via PayPal into Affiliate’s personal, premier, or business PayPal account, with a minimum payment threshold of US$1.00 (one US dollar).

8. Vendor has the right to terminate this agreement without prior notice, and void all commissions earned by Affiliate regardless of article 5, if any single one of the following conditions is true:

a. Affiliate is engaged in activities illegal in Affiliate’s or Vendor’s jurisdiction.

b. Affiliate is engaged in activities commonly considered as indecent and/or not suited for a family audience, including but not limited to software piracy, pornography, gambling, and racism. If Affiliate is unsure whether certain material infringes on Vendor’s request, Affiliate should ask Vendor’s opinion before publishing the marketing material.

c. Affiliate refers people to places where activities set forth in items a. and b. are practiced.

d. Affiliate sends unsolicited bulk email or “spam”. If Affiliate is unsure whether Vendor will consider a particular mailing as “spam”, Affiliate should ask Vendor’s opinion about that particular mailing before sending that particular mailing.

e. Affiliate posts messages mentioning Vendor, Vendor’s products and/or links to Vendor’s web site or downloads, to newsgroups, chat rooms or other communications channels where such messages are generally considered inappropriate or “off topic”.

f. Affiliate makes Vendor’s web site, references to Vendor, Vendor’s products and/or links to Vendor’s web site appear in visitors’ web browsers without explicit request from the visitors, such as clicking on a properly labeled link, button or image. This prohibits pop-up and pop-under advertisements among other things.

g. Affiliate attempts to make people believe that Affiliate is the owner of any trademark or copyright held by Vendor, or Affiliate attempts to make people believe Affiliate is Vendor, or Affiliate attempts to make people believe Affiliate may act in Vendor’s name. This agreement does not constitute the creation of an agency, partnership, or employment relationship between Vendor and Affiliate.

h. Affiliate infringes on copyright held by Vendor or other copyright holders. If Affiliate is unsure whether certain material infringes on Vendor’s copyright, Affiliate should ask Vendor’s opinion before publishing the material.

i. An unusually high percentage of sales from customers referred to Vendor by Affiliate are fraudulent or result in refunds or chargebacks.

9. Vendor will operate a system allowing Affiliate to retrieve a lists of sales meeting the requirements agreed to in article 5, and the commissions earned on those sales. Vendor will not disclose names or other private information about to Vendor’s customers.

10. Vendor will provide customers referred to Vendor by Affiliate with the same products and same levels of service, all at the same price, all at Vendor’s expense, as Vendor provides to customers not referred to Vendor by Affiliate.

11. Vendor has the right to terminate this agreement without reason giving Affiliate 30 days written notice. If the agreement is terminated in this manner, Vendor will pay Affiliate commissions for all sales completed before the termination of the agreement by customers referred by Affiliate to Vendor under the terms agreed to in article 7.

12. Affiliate has the right to terminate this agreement without reason giving Vendor written notice. If Affiliate does not mention a termination date in the notice, the agreement will terminate as soon as Vendor receives the notice. If the agreement is terminated in this manner, and none of the conditions agreed to in article 8 are met, Vendor will pay Affiliate commissions for all sales completed before the termination of the agreement by customers referred by Affiliate to Vendor under the terms agreed to in article 7.

By marking this checkbox, you indicate to fully understand and fully accept the terms of the above agreement.