Teeinblue Affiliate - Terms and Conditions

Foreword

PLEASE READ THIS TEEINBLUE AFFILIATE AGREEMENT (This “Agreement”) CAREFULLY.

This is a contract between you (the “affiliate”) and us (“teeinblue”). By accepting this agreement or signing up for the teeinblue affiliate program (the “Affiliate Program”), you agree to be bound by these terms and conditions which are controlled by teeinblue. Please note that all these terms and conditions are so important to us, that we cannot have you in our Affiliate Program unless you are willing to follow this Agreement.

If you are registering as a teeinblue affiliate in your individual capacity, then the terms “Affiliate” or “you” in this document refer to you. If you are registering as a teeinblue affiliate on behalf of another individual or organization, you should note that you are agreeing to this Agreement for that other individual or organization; and that you are representing to teeinblue that you have the authority to bind that individual or organization to this Agreement (in which case, the terms “Affiliate” or “you” in this document refer to that individual or organization).

We periodically update these terms. We might even replace or change the entire terms in accordance with the modifications or updates of the Affiliate Program without prior notifications – See the Modification sub-section (in Section IX).

Definitions

“teeinblue affiliate” means an individual or organization agreed to join teeinblue affiliate program in order to promote teeinblue's product and services in exchange to receive commissions.

“teeinblue affiliate program” means teeinblue marketing affiliate program as described to promote teeinblue product and services.

“teeinblue affiliate agreement” means the legal document that includes terms and conditions required to be followed by teeinblue and the Affiliate.

“affiliate link” means the unique referral link that we provide to each affiliate.

“affiliate lead” means a merchant who has clicked on the affiliate link makes an install of our app.

“affiliate conversion” means an affiliate lead who has made an upgrade to a paid plan of teeinblue app.

“Shopify merchant”, and “merchant” means Shopify’s store owners, also known as teeinblue targeted consumers

“affiliate share” means the commissions that Affiliate can receive from a qualified affiliate conversion.

“commission rate” means the percentage of revenue of one app that is used to calculated affiliate share.

“affiliate application”, and “application” means the signing up form where individual or organization provide to teeinblue the information to be assessed.

“We”, “us”, “our”, and “teeinblue” means teeinblue co.

“You”, “your”, and “Affiliate” means the party, other than teeinblue, agreeing to this Agreement and participating in the Affiliate Program.

I - Affiliate Enrollment

1. Affiliate Conditions of Acceptance

You will need to sign up and wait for approval to officially become teeinblue affiliate. "teeinblue" has our assessing criterion to give our final decision whether you can become our Affiliate, as the following:

Your personal information. In case you represents another individual or organization, we will also need you to provide the information of that individual or organization;
The quality of your traffic. It should be your average website traffic or your average app site traffic, depends on what your main traffic is;
An average number of your clients (or merchants) for the last six months (06-months) since the day you sign up for this Program;
If you are in the process of a lawsuit, or are in the process of enforcing a law, we will consider whether you are eligible to participate in this Program.

We need an overall assessment to make sure that you are eligible with this Affiliate Program. Thus, we need you to complete the Affiliate Application truthfully. We guarantee that these information will be kept confidential; it won’t be shared or opened to any other third-party.

2. Affiliate Process of Enrollment

To sign up, you would need to submit an application form via our affiliate platform. After we receive your application, the assessing process will occur in 07 days. We will assess your application based on the foregoing criterion. After 07 days (since the day you sign up), we will send you a result email to inform if you are approved or disapproved.

3. Affiliate Terms of Agreement

Once you are accepted into the Affiliate Program, this Agreement will come to effect immediately.

Please note that teeinblue is the only party who has the right to make modifications to this Agreement, and we reserve the right to make changes anytime. Both parties may terminate this Agreement anytime, with or without cause, with warning periods or prior notifications – See the Section IX below.

II - Affiliate Rights and Obligations

1. Affiliate Rights

As a teeinblue affiliate, you will have the right to get paid from all qualifying Affiliate Conversion. This means that the more merchants making upgrades of teeinblue application, the more money you can receive from us. You will be able to request us a payout according to our Payment Policy – See the Section V below.

Also, as an Affiliate, you have the right to promote our products and services. You have the permission to use our provided Assets for affiliate promoting purpose. You have the right to request us for more assets, content, or related materials (if necessary) in order to promote our apps and services (as long there aren’t any violation to promotional restrictions of this Agreement – See the Promotion Restrictions (Section VIII) below).

2. Affiliate Obligations

As a teeinblue affiliate, you would need to obligate to these following obligations:

To comply with teeinblue affiliate agreement and any other applicable laws and regulations (copyright, intellectual property, etc.);
To not associate our products or services with any non-suitable content – See the Promotion Restrictions (Section VIII) below;
To disclose the information that you will be used to promote our products or services, including teeinblue assets and other affiliate related materials;
To be truthful in providing clients (merchants) to us as we will not accept any false merchants or upgrades;
To not stimulate by providing wrong or fake reviews information to us;
To not request us for benefits or rights that are excluded from this Agreement;
To not violate any behavior and practice that it is considered to be condemned and penalized by International Trade Regulations.

III - teeinblue Rights and Obligations

1. teeinblue rights

As the owner of this Affiliate Program, we would need you to understand that we have the right to carry out actions toward this Agreement and our Affiliate. We will have the right to monitor how you promote our products and services. Also, we will be able to modify our Program Agreement whenever we consider the modification is an appropriate and necessary action to be made. And, we will take measures against Affiliates who do not comply with this Agreement. This means that we can terminate the Agreement immediately and, maybe, retain any Affiliate Share they may have generated through fraudulent activities.

2. teeinblue obligations

Along with our rights, we commit to obligate as the following:

To pay Affiliate on time according to agreed Payment Policies (in case there are no agreement breaches or fraudulent activities);
To provide clear information about our products and services’ features & pricing plans;
To prepare adequate assets for promotion activities;
To not violate any behavior and practice that it is considered to be condemned and penalized by International Trade Regulations.

IV - Payment Terms and Conditions; Payment Process

1. Payment Terms and Conditions

1.1 - Payment Model

In teeinblue affiliate program, we use the “Pay-per-Upgrade” payment model. It means that with every Affiliate Conversion is made, you will receive a corresponding Affiliate Share.

1.2 - Cookie Life

Cookie Life is the period that a qualifying Affiliate Lead can be tracked.

Cookie Life is regulated to represent a 45-day cycle since the Affiliate link is clicked. After your merchant clicks on the link, a cookie will be added to his (or her) browser and expire in 45 days. Within these 45 days, wherever your merchant installs the correspondent app, you will get an Affiliate Lead. Please note that an Affiliate Lead cannot be tracked if the cookie has expired. In that case, your merchant would need to re-access the Affiliate Link to renew the cookie and install app only after that. Your merchant also needs to use the browser containing the cookie on purpose so that your Affiliate Lead can be counted.

1.3 - Commission Structure

Your Affiliate Share is dependent on the value of an app’s upgrade and is calculated based on the commission rate. The commission rate represents the percentage of net revenue of one app upgrade that you can receive.

The monthly commission will be calculated as: Commission rate x Net Revenue (Net Revenue = Subscription price - Shopify Fee)

The commission rate (first-month rate or recurring-month rate) is fixed for all plans; so the higher plan your merchant upgrades, the more money you will get. Commission rate is also different on each affiliate level as correspondent to the below table; the more upgrades your merchants make, the higher rate you can get.

Level	1	2	3
Required Number of Upgrades	1	3	10
First Month Rate	30%	40%	50%
Recurring Month Rate (From 2nd Month) (max $100/conversion)	10%	15%	20%

For example, if you have 1 upgrade of the Growth plan ($59/month), our net revenue for this subscription, after deducting 3% Shopify fee, would be: $59 x 97% = $57.23. Your first-month affiliate share will equal to: $57.23 x 30% = $17.17, and the recurring-month share will be $57.23 x 10% = $5.72.

This indicates that the higher and the more plan your recommended merchants upgrade, the higher value of affiliate share you will receive.

The maximum of recurring month conversion is $100 (first-month conversion has no limit). For example, you're in level 3 and have 20% share for recurring month. You have an upgrade of Enterprise plan ($549/month), the net revenue equals $532.5. Your first-month share will still be $532.5 x 50% = $266.25, but your recurring-month share will NOT be $532.5 x 20% = $106.5, it'll only be $100 - which is the maximum share for recurring month.

The yearly subscription will be divided by 12 months, and counted by the following formula: First-month rate x 1 + Recurring-month rate x 11

1.4 - Exclusions

Free plan and free trial are excluded. All upgrades must be a paid subscription and pass the trial time to be counted as one conversion.

Transaction fee or usage charge is excluded. Only monthly subscription is counted.

If there's any refund for an upgrade, we will also deduct your commission from that subscription.

2. Payment Process

Affiliate conversion from the previous month is added to your account within the first 5 days of the next month.

You can request to withdraw your affiliate share anytime when you reach a threshold of $50. Your request will be handled within 7 working days. We might contact you via email if there’s anything we need to verify.

We currently support PayPal and Payoneer for payment.

Paypal

Due to the high cost of PayPal cross-border fee (PayPal charges $5 per payment), both parties will share 50% of the fee. The shared fee will be deducted directly from the total payouts. For example, if your Affiliate Share of a month is $50, you will receive $47.5 after subtracting $2.5 of the shared PayPal fee.

Payoneer (recommended)

If you register to be paid via Payoneer, you will receive your share monthly as usual. Because Payoneer doesn’t charge any transaction cost, so there is no need for fee sharing.

V - Relationship of Parties

teeinblue affiliates are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate has no authority to make or accept any offers or representations on our behalf. As a result, Affiliate will not make any statement, whether on its sites or otherwise, since that would contradict the foregoing.

Also, this Agreement does not create an exclusive relationship between you and us. Both parties will have the right to recommend similar products and services of third parties, and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

VI - Property Rights; Trademark Grant of Licenses

1. Property Rights

Our property rights of teeinblue assets are protected by intellectual property laws. teeinblue assets belongs to and is the property of us or our licensors (if any). We retain all ownership rights in the teeinblue assets. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the teeinblue assets, or related materials in whole or in part, by any means, except as expressly authorized in writing by us. teeinblue, teeinblue app design, teeinblue logo, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement. The only exceptions allowed are instances where such information is requested by the authorities, already disclosed, necessary for accounting or other legal purposes, or subject to lawfully obtained disclosure rights.

2. Trademark Grant of Licenses

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“affiliate assets”) in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, in the event that we make our trademark available to you, you may use our trademark as long as you follow the usage requirements, as the following:

To use the images of our trademarks that we make available to you, without modifying them in any way;
To use our trademarks in connection with the Affiliate Program and this Agreement;
To comply instantly if we request to discontinue using it.

You would also need to strictly follow our prohibited use cases, as the following:

To use our trademark in a misleading or disparaging way;
To use our trademark in a way that implies we endorse, sponsor or approve of your services or products;
To use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

VII - Promotion Restrictions

Affiliate agrees to the following covenants, and any violation thereof is grounds for immediate termination of this Agreement by teeinblue. Affiliate is prohibited to promote teeinblue's products and services directly or indirectly as the following cases:

To use the term “teeinblue” in any variation in its site URL (e.g., teeinblue.net, shopifyteeinblue.com, teeinblue.plugins.com, etc);
To promote discount codes that were not provided to Affiliate by teeinblue;
To host or to promote “coupon stacking” sites where customers may combine coupons to receive additional discounts;
To not include our trademarks on any advertising platform (e.g., Facebook ads, Google adwords, etc.) that you use to increase traffic or to generate referrals;
In connection with its activities: (i) violate or infringe any common law or statutory rights of any person or other entity (including, without limitation, proprietary rights, copyright rights, trademark, service mark or patent rights, or any rights of privacy or publicity); (ii) violate any law, rule or regulation; (iii) use any material or information that is obscene, pornographic, libelous, defamatory, slanderous; or (iv) use any false or deceptive material, or otherwise engage in any consumer or other fraud.

VIII - Termination and Remedies; Modification; Warranties and Representations

1. Termination and Remedies

Either teeinblue or Affiliate may terminate this Agreement at any time, with or without cause, upon written notice to the other. Notice may be sent by email in the case of notices from teeinblue to you, to the email address associated with your providing information; or in the case of notices from you to us. Upon the termination of this Agreement for any reason, all licenses granted in the following shall immediately terminate and you will immediately cease use of, and remove from all of your sites, all Affiliate Links to the teeinblue website, and all teeinblue trademark and assets provided in connection with this Agreement. Termination results in the immediate closure of the Affiliate Rights and shared benefits; if Affiliate breaches any term or condition of this Agreement, you will loose all rights regarding referrals, also you will agree to be withheld by us any unpaid commissions.

In addition, upon termination, all rights and obligations will immediately terminate except that any terms or conditions that by their nature should survive such termination will survive, including terms and conditions relating to intellectual property rights and confidentiality, disclaimers, indemnification, limitations of liability and termination, and the miscellaneous below.

If you violate the Agreement and causes affected consequences, teeinblue can reserve the right to claim remedies. Besides terminating the Agreement immediately and withholding your referral fees, we may claim injunctive relief and statutory, actual, or punitive damages.

2. Modification

We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include without limitation changes in the scope of available referral fees, payouts schedule, payment procedures and program rules. Please note that we have the right to modify any term or conditions without prior notifications, you will need to go check these modifications on this page. If any of the modifications are unacceptable to you, your only recourse is to terminate this Agreement. If you continue participation in the program, it will be considered as your acceptance of the modifications. Subject to the foregoing, no amendment or modification to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by both parties.

3. Warranties and Representations

After officially becoming our Affiliate, this Agreement will come to effect instantly, which means you will represent and warrant to us that:

You have reviewed, understood, and accepted this Agreement as binding.
Your acceptance of this Agreement and participation in the Affiliate program does not violate any laws, rules, regulations, court orders, decrees, by-laws or incorporation certificates, agreements or instruments applicable to them or binding upon their properties or assets.
You are the only and exclusive owners of your assets, trademarks, content, and other related materials; you have the authority to grant us use of your assets and trademarks.
There are no threatened, pending, or ongoing claims or actions (or reasons for such claims or actions) against you.
You don’t depend on third-party consent, authorization or approval to enter this Agreement.
The content on your website does not and will not violate this Agreement.
You are of legal age to enter this Agreement.
The merchants you refer are unique, genuine, valid, and in compliance with our Affiliate Lead and Conversion.

IX - Disclaimer

We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that you and your merchants’ use of, or inability to use, the service is at your sole risk. The service and all product and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of affiliate ability, affiliate quality, fitness for a particular purpose, durability, title, and non-infringement.

X - Limitations and Liabilities

In no case shall teeinblue, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

XI - Indemnification

You have the authority to agree to indemnify, defend and hold harmless teeinblue and our parent, subsidiaries, affiliates, partners, customers, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

XII - Confidentiality

You acknowledge that, in connection with this Agreement or the Affiliate Program, it may obtain business, customers, technical or financial information relating to teeinblue as our proprietary information. You, your employees and agents shall, at all times, both during the term of this Agreement and after its termination, keep in trust and confidence all such proprietary information, and shall not use such proprietary information other than in the course of its duties as expressly provided in this Agreement; nor shall you or your employees or agents disclose any such proprietary information to any person without teeinblue's prior written consent. You shall not be bound by this Section with respect to information it can document has entered or later enters the public domain as a result of no act or omission of Affiliate, or is lawfully received by Affiliate from third parties without restriction and without breach of any duty of nondisclosure by any such third party.

XIII - Miscellaneous

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
This Agreement represents the entire agreement between you and teeinblue; it shall supersede all prior agreements and communications of the parties, oral or written.
The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated. The remainder of this Agreement shall have full force and effect.