This Affiliate Program Operating Agreement (the “Agreement”) contains terms and conditions between Dropton UAB (“Dropton”, “us”, or “we”, “our”), and you (“you”, “your” or Affiliate”), that govern your participation in href  (“Affiliate Program”). Each Affiliate Program offer (an "Offer") may be for any offering by Dropton or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer (“Program Web Site”). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement.

 

You must submit an Affiliate Program application form from our website. You must accurately complete the application form to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application form, we notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.

  

We will make available to you via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the “Links”) which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, “Media”). The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Web Site.

 

We will pay Affiliate for each Qualified Action (the “Commission”). A “Qualified Action” means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields, (iv) completes all of the information required for such action within the time period allowed by Dropton, (v) is not later determined by Dropton to be fraudulent, incomplete, unqualified or a duplicate, (vi) purchases Dropton services and (vii) does not require refund in 30 days for such purchase.

 

We will pay you any earned Commissions, provided that your account is currently greater than $100. We reserve the right to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action. We shall send payment to you using PayPal. We support direct wire transfer for commissions exceeding $1,000 per month. You shall cover all payment transaction costs and expenses. Our only liability is to send payment using the details provided by you and we shall have no liability for lost payments as a result of details being incorrectly entered by you. Payments for revenue generated for the previous month will be sent to youof confirmation of your invoice by us, however in exceptional cases with prior written notice to you the term can be prolonged. Send payment requests to business@dropton.com. Payments are made with a 40-days delay due to our refund policy. If you work individually, form fw9 and fw8ben has to be filled and sent to business@dropton.com. Invoices are required only from companies.

 

If you have not earned any Commissions or have not logged into your Affiliate account within 6 months period prior to any given month, then we may close your account, terminate this Agreement and withhold any unpaid Commissions.

 

In the event of any chargeback(s), refunds or cancellations by customers referred by you, your commission shall be cancelled. The foregoing shall only apply if the event occurs within the first four (4) months of a customer’s request for a chargeback, refund or cancellation. If we have already paid the relevant commission to you, we shall deduct that amount from our next payment to you. Refunds will be made to customers in accordance with our Refund Policy or at our sole discretion. Where the rate of chargeback(s), refunds or cancellations on your account is unusually high or we suspect your affiliate account is being used for fraudulent activity, we reserve the right to place restrictions on the your account upon written notice to you, including but not limited to, suspending your account and retaining all sums within the account as well as commencing a full investigation. You give us your authorization to inform the appropriate authorities or third parties of any fraud or suspected fraud and only once we are satisfied that the matter is resolved shall we remove any restrictions on your account.

 

Payment for Commissions is dependent upon Clients providing such funds to Dropton, and therefore, you agree that Dropton shall only be liable to you for Commissions to the extent that Dropton has received such funds from the Clients. You hereby release Dropton from any claim for Commissions if Dropton has not received such funds from the Clients.

 

All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Dropton in its sole discretion according to its tracking technology. In the event that Affiliate is also tracking Qualified Actions, tracking results of Dropton shall always prevail. In the event that Affiliate disputes in good faith any portion of an invoice regarding some discrepancies, Affiliate must submit that dispute to Dropton 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.

 

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

 

 Affiliate shall:

 

Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.

Disclose commercial relationship between you or your website and Dropton, and clearly identify advertising and paid promotions (Affiliate disclosure). Review sites shall clearly state how reviews are composed and checked.

Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and, (iii) do not contain ethically unacceptable copy (keywords, terms, metatags, descriptions and webdesigns) or create and promote a content which is in any way deceptive, misleading  and does not represent actual and accurate operations of the service, (iv) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Dropton informs you that it considers objectionable (collectively, “Objectionable Content”).

Not make any representations, warranties or other statements concerning Dropton or Client or any of their respective products or services, except as expressly authorized herein.

Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by Dropton or Clients or a part of the Program Web Site, without prior written permission from us.

 

Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links. 

Comply with the terms, conditions, guidelines and policies of any third party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks. 

Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices. 

Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Dropton or Client, or as required by applicable laws regarding such Offers. 

Make sure to not place Dropton ads on any online auction platform (i.e. eBay, Amazon, etc).

 

The following additional program-specific terms shall apply to any promotional programs set forth below:

Email Campaigns. All email campaigns shall be approved in advance by Dropton.

 

Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Dropton in writing. Any pop-ups/unders are forbidden..

 

Affiliate Network Campaigns. For all Affiliate's that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the “Network”) for access and use by those affiliates in Affiliate's Network (each a “Third Party Affiliate”). Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Dropton the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of Dropton in the Network upon written notice from Dropton. Unless Dropton has been provided with all truthful and complete contact information for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by Dropton, Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.

 

 

 If You qualify and agree to participate as an Affiliate, we will make available to you a variety of graphic and textual links, which are subject to the terms and conditions hereof. The Links will serve to identify your site as a member of the Dropton Affiliate Program and will establish a Link from your site or e-mail to ours. The Links may connect to any area of our site (although commissions will only be issued on Qualified Purchases). In utilizing the Links, you agree that you will reasonably cooperate with us in order to establish and maintain such Links. All Affiliate Sites shall display such graphic and/or textual images prominently in relevant sections of their site. Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer's knowledge (example: . ).

 YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE DROPTON TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) (ALL OF THE FOREGOING, INCLUDING WITHOUT LIMITATION, THE LINKS AND THE LICENSED MATERIALS, ARE REFERRED TO HEREIN AS “OUR IP”), WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION EXCEPT WITH REGARD TO EDITORIAL CONTENT ON YOUR MEDIA; (ii) USE OUR IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEYWORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY INITIAL INTEREST CONFUSION OVER THE USE OF OUR IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF OUR IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER (IN ADDITION TO BEING A BREACH OF THIS AGREEMENT) SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF OUR TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY OUR LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE OUR RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF OUR INTELLECTUAL PROPERTY RIGHTS.

 You are not allowed to post any refunds, credits or discounts, or other similar content concerning Dropton, unless We have given You prior written permission in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and links. You are not allowed to use discount code provided for other Affiliate or Partner. Each Link connecting users of Your site to the pertinent area of Our site will in no way alter the look, feel, or functionality of Our site. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement and may result in Your termination from the program or withholding of Commissions.

 

 Except as otherwise provided in this Agreement or with the consent of Dropton, you agree that all information, including, without limitation, the terms of this Agreement, our mutual cooperation conditions, business and financial information, and pricing and sales information (e.g. CPA), concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same. No personally identifiable information (defined in the U.S. or in Europe) shall be supplied by either party under this Agreement.

 

 

8. Limited License & Intellectual Property

 We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site.

 

You may not alter, modify, manipulate or create derivative works of the Links or any Dropton graphics, creative, copy or other materials owned by, or licensed to, Dropton in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Dropton's trademarks, service marks, copyrights, patents or trade secrets. You agree that Dropton may use any suggestion, comment or recommendation you choose to provide to Dropton without compensation. All rights not expressly granted in this Agreement are reserved by Dropton.

 

 

 The term of this Agreement will begin upon our approval of your Program application and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement, you will immediately cease all use of and delete all Links, plus all Dropton or Client intellectual property, and cease representing yourself as a Dropton or Client affiliate for such one or more Offers. “Cause” means any of the following: you are in material breach of this Agreement; we believe that we may face potential claims or liability in connection with your participation in the program; we believe that our brand or reputation may be tarnished by you or in connection with your participation in the program. Upon termination of your participation in one or more Offers or this Agreement for any reason, 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.

 

 

 In addition to any other rights and remedies available to us under this Agreement Dropton reserves the right to terminate the Agreement, delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account upon written notice to You if (i) Dropton determines that you have violated this Agreement, (ii) Dropton receives any complaints about your participation in the Affiliate Program which Dropton reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Dropton reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.

 

 

You may not use the following methods to sell or promote Subscriptions:

Email SPAM: sending unsolicited marketing email. However, you may send emails to people you know or who have given you permission to send them marketing emails for products and services similar to Dropton.com;

 

Comment SPAM: posting referral links on blogs, message boards and forums in cases where the discussion or content is not related to the services we offer. However, you may advertise your referral link on websites which are discussing Dropshipping services or in a forum signature. You should never use automated bots to post comments containing your affiliate link;

 

Black Hat techniques: using “Black hat” SEO marketing on your website, such as keyword stuffing, invisible text or doorway pages; Incentives: offering incentives to user such as cash back or other rewards, except where facilitated by features on our site;

 

Usage of banned keywords: bidding on any online advertising system (such as Google Adwords) for the Dropton brand related keywords and any variation or misspelling of Dropton;

 

Use of materials which infringe any intellectual property rights, including use of our TradeMarks (e.g. “Dropton”) in the domain name. You may use our TradeMarks only to the extent required to establish links and perform your obligations as an Affiliate under these terms (e.g. to illustrate an article or a link).

 

In the event of a breach of Anti-Spam Policy requirements, Dropton reserves the right to place restrictions on or suspend your account upon written notice to you, including but not limited to, suspending your account and retaining all sums within the account.

 

You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Dropton shall make all determinations about fraudulent activity in its sole discretion.

 

Each party hereby represents and warrant that this Agreement constitutes its legal, valid, and binding obligation, enforceable against such party in accordance with its terms and that it has the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, Dropton represents and warrants that (i) it shall not violate any law, rule or regulation which is applicable to Dropton's own business operations or Dropton's proprietary products or services; (ii) the services offered under the Affiliate Program, the Offers or the Links shall not violate the right of a third party including but not limited to an intellectual property, publicity or privacy right; and (iii) any reporting provided to Affiliate under this Agreement shall be complete and accurate.

 

 

Dropton may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from Dropton to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.

When a customer follows your affiliate link to our site, we place a tracking cookie on that customer’s computer or mobile device which will be used to identify that customer as a referral from you provided that customer creates an account (including a free account) on our site within 30 days (after which the cookie expires). If the customer uses another computer or mobile device to create an account or deletes the tracking cookie before creating the account, then we shall have no liability to pay commission in respect of any such Subscriptions purchased by that customer.

 

 

 Affiliate hereby agrees to indemnify, defend and hold harmless Dropton and its respective subsidiaries, partners, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, 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 Links, Offers or Dropton or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).

 

Dropton hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that (i) the Links or Offers violate a right of a third party including but not limited to, an intellectual property, publicity or privacy right; (ii) violation of applicable law, rule or regulation; (iii) gross negligence, willful misconduct or fraudulent actions; or (iv) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Dropton herein.

 

THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, DROPTON EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.

 

DROPTON WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF DROPTON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM TO DROPTON WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE 1-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

 

IN NO EVENT SHALL DROPTON, ITS PRINCIPALS, OFFICERS, PARTNERS, AGENTS, EMPLOYEES, AND ASSIGNS BE LIABLE TO AFFILIATE FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY DELAY OR FAILURE.

  

This Agreement shall be governed by and construed in accordance with the laws of Republic of Cyprus, without regard to conflicts of law principles. The sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to this Agreement shall be in an appropriate court located in Nicosia, Republic of Cyprus. You hereby submit to the jurisdiction and venue of said Courts. You consent to service of process in any legal proceeding.

 

Dropton reserves the right to modify any of these terms and conditions herein at any time in Dropton’s sole discretion. Such modifications shall take effect upon posting to the Dropton website. Dropton, in its sole discretion, reserves the right to notify Affiliate by e-mail and further reserves the right to withhold notification of any changes made to this Agreement. Modifications may include, but are not limited to, changes in the scope of available Commissions, Commission amounts/percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following Our posting of a change notice or new agreement on Our site will constitute binding acceptance of the change.

 

Affiliate understands that the relationship between Dropton and Affiliate is that of an independent contractor, and nothing in the present Agreement creates a partnership, joint venture, agency, franchise, sales representative, shareholder, or employer/employee relationship between the Parties. Affiliate understands that they have NO authority to make or accept any offers or representations on behalf of Dropton.

  

This Application submission acknowledges that Affiliate understands and has read this Agreement in full and agrees to be bound by all the Terms and Conditions. Affiliate understands that other Affiliates may have a different relationship with Dropton than Affiliate, including competitors. You agree that You have independently reviewed and assessed the advantages and disadvantages of participating in this Affiliate program and You are not relying on any guarantees, representations, or statements other than this Agreement as set forth herein.

 I, AS A POTENTIAL AFFILIATE INDICATE MY ASSENT TO THIS AGREEMENT AND MY DESIRE TO BECOME AN AFFILIATE HEREIN BOUND BY THE AFOREMENTIONED TERMS AND CONDITIONS BY COMPLETING AND SUBMITTING THE AFFILIATE PROGRAM APPLICATION FORM, BY SUBMITTING PROPOSED REFERRED CUSTOMERS OR QUALIFYING PURCHASES TO DROPTON UNDER OUR AFFILIATE PROGRAM AND/ OR BY COLLECTING AND COMMISSION FEES FROM US.