Affiliate Agreement

NOTE: This Agreement was last revised on June 3rd, 2016.

This affiliate agreement ("Agreement") is made and entered into by EuroDNS S.A (“EuroDNS”), and the party submitting an application to become a EuroDNS’ affiliate (“Affiliate”). The terms and conditions contained in this Agreement apply to Affiliate’s enrolment and participation in the programme accessible at ("Affiliate Programme" or “Programme”). This Agreement and EuroDNS Terms and Conditions shall be interpreted and applied together as a single instrument. Capitalised terms used herein shall have the meaning ascribed in the General Terms and Conditions. By submitting an application or participating in the Programme, Affiliate expressly consents to all the terms and conditions of this Agreement.

1. Definitions

Affiliate: natural or legal person enrolled in EuroDNS Affiliate Programme.

Affiliate Account: an account opened on which allows Affiliate to monitor the number of Qualified Orders they have generated and the commission owed to them.

Affiliate’s Site: Affiliate’s online publication(s) on which the link is displayed and EuroDNS Services are promoted.

Commission: fee paid to Affiliate in accordance with the Agreement.

Link: unique Internet hyperlink provided by EuroDNS for Affiliate to refer visitors to EuroDNS website.

Qualified Order: a sale of a Service to a Referral by EuroDNS pursuant to the terms of this Agreement.

Referral: each new and unique visitor referred by Affiliate through the link and which meets the criteria set forth herein.

2. Purpose

EuroDNS Affiliate programme is an online referral programme that compensates selected affiliates for generating sales of EuroDNS Services. Subject to the terms and conditions of this Agreement, Affiliate will be eligible for the payment of a commission for each Qualified Order generated by Affiliate.

3. Enrolment Process

In order to enrol in the Program, every Affiliate candidate must submit an application via the EuroDNS website. EuroDNS shall review and evaluate every enrolment application in good faith and within a reasonable delay following its receipt. EuroDNS will at its sole and entire discretion decide to accept or deny any enrolment application.

4. EuroDNS Obligations

4.1 Upon accepting an enrolment application, EuroDNS will activate the Affiliate Account and provide Affiliate with graphic and textual links to EuroDNS website and/or other creative materials (collectively, the "link") which Affiliate may display on Affiliate’s Site and other type of media Affiliate is publishing. The link will serve to identify Affiliate as a member of the programme and will establish a link from Affiliate’s Site to EuroDNS website.

4.2 EuroDNS will use its best efforts to ensure that (a) the link is operational at all times to allow the ordering of EuroDNS Services by the Referral through Affiliate’s Site (b) the Affiliate Account is constantly available to Affiliate.

4.3 EuroDNS will pay every commission owed to Affiliate in accordance with the terms set forth herein.

5. Obligations of Affiliate

5.1 Affiliate expressly understands that the programme requires the creation of an Affiliate Account. In submitting an enrolment application, the candidate Affiliate is solely responsible for the accuracy of the information provided in their application, and for keeping it up-to-date during the whole term of the Agreement. Affiliate further undertakes to maintain their Affiliate Account in good standing for the whole term of this Agreement, and more generally to strictly abide by EuroDNS’ Terms and Conditions.

5.2 Upon acceptance by EuroDNS of Affiliate’s application to enter the Programme, Affiliate will be granted access to their Affiliate Account.

5.3 Affiliate understands that the closing or suspension of their Affiliate Account will automatically result in the loss of any and all rights under this Agreement, including the payment of any commission due under the Programme. It is Affiliate’s sole and entire responsibility to take any necessary measures regarding their Affiliate Account and EuroDNS cannot be held liable for any loss or shortfall incurred because of such.

5.4 Affiliate is responsible for monitoring the commission due to them under the programme via their Affiliate Account, as well as to bring to EuroDNS’ attention any discrepancies Affiliate believe may exist in this data.

5.5 Affiliate agrees to use their best efforts to promote the link by any means at their disposal and more generally to encourage prospective Referrals to purchase EuroDNS’ Services, providing that such promotion fulfils the criteria set out hereunder. In any case Affiliate agrees to post the link on Affiliate’s Site within 10 (ten) business days following EuroDNS’ acceptance of Affiliate into the Programme.

5.6 Affiliate understands that Referrals who order EuroDNS Services through the programme will become customers of EuroDNS. Accordingly, EuroDNS Terms and Conditions will apply to those customers and Affiliate commits to inform prospective Referrals of that fact. Affiliate further acknowledges that EuroDNS may change its Terms and Conditions and operating procedures at any time.

5.8 Affiliate commits not to use the link in (a) any, communication by email, instant messaging, social networks, website or any other means in a context that could be directly or indirectly detrimental to EuroDNS, its reputation and goodwill such as masking URL, forwarding, cloaking... (b) conjunction with marketing practices that may reasonably deemed unethical or likely to attract fraudulent orders.

Further, Affiliate agrees to:

6. Commission

Subject to the terms and conditions of this Agreement, Affiliate will be entitled to a commission for each Qualified Order made by a Referral introduced to EuroDNS by Affiliate. The amount of the commission will be the percentage of the Qualified Order displayed in Affiliate Account.

6.1 Referral

Each new and unique visitor of EuroDNS’ website referred by Affiliate through the link will be considered a Referral. For the avoidance of doubt it is expressly understood and agreed by Affiliate that existing customers of EuroDNS will NOT be considered as Referrals.

Affiliate further understands and agrees that neither them, nor their employees, agents, representatives, contractors, members of their household will qualify as a Referral.

6.2 Qualified Order

To be deemed a Qualified Order, the Referral must place an order for EuroDNS Services:

6.3 Programme Scope

Affiliate will only be entitled to the payment of a commission on the first order made by Referral, subsequent orders made by the same Referral by accessing EuroDNS’ website directly will not be subject to the payment of a commission. Affiliate is informed that the programme and the subsequent payment of a commission only apply to the EuroDNS Services and the applicable period referenced in the Affiliate Account.

7. Payment

7.1 EuroDNS in its sole discretion, reserves the right to withhold indefinitely the payment of any commission, and/or to reverse, deny or reject any commission in cases where:

7.2 Affiliate agrees that payment for commission is dependent upon Referral providing such funds to EuroDNS, and therefore agrees that EuroDNS shall only be liable to Affiliate for commission to the extent that EuroDNS has received such funds from the Referral. Affiliate hereby releases EuroDNS from any claim for commission if EuroDNS has not received such funds from the Referrals.

7.3 Upon receiving payment for the Qualified Order, EuroDNS will post details of such orders and the applicable commission in Affiliate’s Account. EuroDNS will provide monthly commission statements at the end of each calendar month. Those statements will be placed in Affiliate Account, and will also be sent to Affiliate’s email address registered for their Affiliate Account.

7.4 Where the commission amount for a given period exceeds €50, Affiliate will be entitled to request its payment in accordance with the procedure detailed hereafter. Where the commission amount is lower than €50, this amount will roll over to the next commission statement, and will continue to roll over monthly until €50 is reached. EuroDNS reserves the right to charge back to Affiliate Account any previously paid commission on Qualified Orders that are later determined to have not met the requirements to be deemed a Qualified Order.

7.5 EuroDNS shall automatically generate an invoice on behalf of Affiliate for all commission payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All tracking of the link and determinations of Qualified Orders and commission shall be made by EuroDNS in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to EuroDNS in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice.

In the event that Affiliate is also tracking Qualified Orders and Affiliate claims a discrepancy, Affiliate must provide EuroDNS with Affiliate's reports within three (3) days after 30th day of the calendar month, and if EuroDNS' and Affiliate's reported statistics vary by more than 10% and EuroDNS reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then EuroDNS and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to come to a reconciliation, EuroDNS' tracking shall govern.

7.6 If Affiliate has an outstanding balance owed to EuroDNS under this Agreement or any other agreement between Affiliate and EuroDNS, whether or not related to the Programme, Affiliate agrees that EuroDNS may offset any such amounts due to EuroDNS from amounts payable to Affiliate under this Agreement.

8. Material breach

The following actions will automatically result in the immediate termination of this Agreement and are therefore strictly forbidden: (1) sending unsolicited email messages that contain the link, (2) posing as EuroDNS in any message or communication (3) attempt to receive a commission for Affiliate own orders (4) any violation or breach to any material provision, including especially but not limited to the terms of article 5 of this Agreement.

9. Modification

Affiliate agrees that during the term of this Agreement EuroDNS may: (1) revise the terms and conditions of this Agreement; and (2) modify the programme in any way it sees fit. Any such revision or change will be binding and effective immediately on posting of the revised Agreement or change to the programme on EuroDNS website, or on notification to the email address registered for Affiliate Account. Affiliate agrees to review EuroDNS website, and especially this Agreement periodically, to be aware of any such revisions. If Affiliate does not agree with any revision to the Agreement, Affiliate may terminate this Agreement at any time by providing EuroDNS with notice by email or regular mail as per the Notices article of this agreement. Notice of Affiliate termination will be effective upon receipt and processing by EuroDNS. Affiliate agrees that, by continuing to use the Affiliate Account following notice of any revision to this Agreement or change to the Programme, Affiliate accepts to be bound by any such revisions or changes.

10. Confidentiality

Except as otherwise provided in this Agreement or with the consent of EuroDNS, Affiliate agrees that all information, including, without limitation, business and financial information, customer and vendor lists, and pricing and sales information, concerning EuroDNS or any of EuroDNS affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by Affiliate for any purpose other than Affiliate participation in the Programme, except and solely to the extent that any such information is generally known or available to the public through a source other than Affiliate.

11. Limited Licence & Intellectual Property

EuroDNS grants Affiliate a nonexclusive, nontransferable, revocable right to use the link and to access EuroDNS website through the link solely in accordance with the terms of this Agreement, for the sole purpose of identifying Affiliate Site as a participant in the programme and assisting in increasing sales through EuroDNS website.

Affiliate may not alter, modify, manipulate or create derivative works of the link or any EuroDNS’ graphics, creative, copy or other materials owned by, or licenced to, EuroDNS in any way. Affiliate is only entitled to use the links to the extent that Affiliate is a member in good standing of the Affiliate Programme. EuroDNS may revoke this licence anytime by giving written notice to Affiliate. Except as expressly stated herein, nothing in this Agreement is intended to grant Affiliate any rights to any of EuroDNS' trademarks, service marks, copyrights, patents or trade secrets. Affiliate agrees that EuroDNS may use any suggestion, comment or recommendation Affiliate chooses to provide to EuroDNS without compensation. All rights not expressly granted in this Agreement are reserved by EuroDNS.

12. Mutual Indemnification

Affiliate hereby agrees to indemnify, defend and hold harmless EuroDNS and its subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the link, EuroDNS Services or intellectual property, or (iii) any claim related to Affiliate Site, including but not limited to, the content contained on such Site, at the exclusion of the link.

EuroDNS hereby agrees to indemnify, defend and hold harmless Affiliate and their subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgements, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that EuroDNS is not authorised to provide Affiliate with the link.



14. Termination

This Agreement shall commence on the date of EuroDNS' approval of Affiliate enrolment in the programme and shall continue thereafter until terminated as provided herein.

14.1 Affiliate may terminate their participation in the programme at any time by removing all links from your Affiliate Site, deleting all copies of the link.

14.2 Affiliate agrees that failure to abide by any provision of this Agreement, EuroDNS Terms and Condition, and or any applicable rule or policy, may be considered by EuroDNS to be a material breach and that EuroDNS may provide a written notice, describing the breach to Affiliate. If within five (5) calendar days of the date of such notice, Affiliate fails to provide evidence, which is reasonably satisfactory to EuroDNS, that Affiliate has not breached their obligations under the Agreement, this Agreement shall then be immediately terminated.

Affiliate wilful provision of inaccurate or unreliable information, wilful failure to promptly update information provided to EuroDNS, or failure to respond for over five (5) calendar days to inquiries by EuroDNS concerning the accuracy of contact details associated with Affiliate Account shall constitute a material breach of this Agreement and be a basis for immediate cancellation of the Agreement.

If termination of this Agreement is due to Affiliate's default hereunder, EuroDNS shall be released from its obligation to pay any commission to Affiliate and Affiliate shall bear all costs of such termination, including any reasonable costs EuroDNS incur in closing Affiliate Account. Affiliate agrees to pay any and all costs incurred by EuroDNS in enforcing Affiliate compliance with this article.

If no revenues are generated under this Agreement for a continuous period of six (6) months, EuroDNS will have the right to terminate this Agreement by means of written notice.

14.3 All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.

15. Disclaimer

The Affiliate Account, the link and all related tools are provided to Affiliate on an "as is" and "as available" basis. EuroDNS and its licensors expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement. EuroDNS makes no warranty that the Affiliate Account and related tools will meet Affiliate’s requirements, or that the access to Affiliate Account and related tools will be uninterrupted, timely, secure, or error free; nor does EuroDNS make any warranty as to the results that may be obtained from the use of the Affiliate Account or as to the accuracy or reliability of any information obtained through Affiliate Account or that defects in Affiliate Account will be corrected. Affiliate understands and agrees that any material and/or data downloaded or otherwise obtained through Affiliate Account is done at Affiliate’s own discretion and risk and that Affiliate will be solely responsible for any damage to Affiliate’s computer system or loss of data that results from the download of such material and/or data. EuroDNS makes no warranty regarding any services purchased or obtained through the programme or any transactions entered into through the Programme. No advice or information, whether oral or written, obtained by Affiliate from EuroDNS shall create any warranty not expressly made herein. EuroDNS does not guarantee that Affiliate will earn any specific amount of commission.

16. Remedies

In addition to any other rights and remedies available to EuroDNS under this Agreement, EuroDNS reserves the right to delete any orders submitted through Affiliate’s link and withhold and freeze any unpaid commission or charge back paid commission to Affiliate Account if (i) EuroDNS determines that Affiliate has violated this Agreement, (ii) EuroDNS receives any complaints about Affiliate’s participation in the programme which EuroDNS reasonably believes to violate this Agreement or (iii) any Qualified Order is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Programme. Such withholding or freezing of commission, or charge backs for paid commission, shall be without regard as to whether or not such commission were earned as a result of such breach. In the event of a material breach of this Agreement, EuroDNS reserves the right to disclose Affiliate’s identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Affiliate’s actions.

17. Notices

Any notice, direction or other communication given under this Agreement shall be in writing and given via email or via regular mail. In case of email, valid notice shall only have been deemed to be given when the sender has obtained an electronic confirmation of delivery. In the case of an email notification to EuroDNS, this shall be sent to or, in the case of notice to Affiliate, to the email address registered for Affiliate’s EuroDNS account. Any email communication shall be deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 4:00 p.m. GMT, otherwise it will be deemed to have been delivered on the next business day. In case of regular mail notice, valid notice shall be deemed to have been validly and effectively given ten (10) business days after the date of mailing and, in the case of notification to us, it shall be sent to:

EuroDNS S.A.
Affiliate Programme
24, rue Léon Laval
L-3372 Leudelange

and in the case of notification to Affiliate, this shall be to the address registered in Affiliate Account.

18. Force Majeure

Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labour strike, lockout, or boycott, provided that the party relying upon this article 18, (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof, and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described herein extends for a period in excess of thirty (30) days in the aggregate, EuroDNS may immediately terminate this Agreement.

19. Governing Law

This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Grand Duchy of Luxembourg. Any action relating to this Agreement must be brought in the Grand Duchy of Luxembourg and Affiliate irrevocably consents to the jurisdiction of such courts.