Marketing Affiliate Program Agereement

Please read the following instructions carefully. You must accept them before the start of marketing collaboration or affiliate collaboration campaign. Accepting these documents to your Collaboration Manager means that:

• You agree with all the terms and conditions.
• You you undertake to fulfill all the terms of the agreement.
• in case of non-compliance you agree that the agreement will be terminated automatically and all the payments will be stopped.

This is a contract between you (the “Affiliate”) and us (“Primeclass”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.

“Primeclass Affiliate” means a company owned, operated or controlled by Primeclass.

“Marketing Affiliate Program” means our marketing affiliate program as described in this Agreement.

“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.

“Affiliate Link” means the unique tracking link you place on your social media page, site or promote through other channels.

“Affiliate Policies” means the policies applicable to affiliates that we may make available to you from time to time.

“Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.

"Agreement" means this Marketing Affiliate Program Agreement and all materials referred or linked to in here.

“Commission” means an amount described in the Affiliate Tool (or if applicable, in the Program Policies) for each Customer Transaction.

“Customer” means the authorized actual user of the Primeclass Products who has purchased or signed up for the HubSpot products after being an Affiliate Lead.

“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Tool.

"Customer Data" means all information that Customer submits or collects via the Primeclass Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the Primeclass Products.

"Primeclass Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

“Primeclass Products” means both the Bootcamp and Other Products.

“Other Products” means those products and services that we offer, which are not included in the Bootcamp (as detailed below); and, for the purposes of this Agreement, Other Products include all of our marketing software, legacy sales and marketing products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

“Bootcamp” means our web-based sales software that is subscribed to, and developed, operated, and maintained by us, accessible via https://primeclass.io or another designated URL, and add-on products to our sales software. For the purposes of this Agreement, the Subscription Service does not include our legacy sales products, any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.
"We", "us", “our”, and “Primeclass” means Primeclass, Inc.

“You” and “Affiliate” means the party, other than Primeclass, entering into this Agreement and participating in the Affiliate Program.

This Agreement does not create an exclusive agreement between you and us. Both you and we 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.

Once you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria set out in the Program Policies Page, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.

Your acceptance and participation in the Affiliate Program does not mean that you will be accepted into any of our Primaclass Partner Programs in future. In order to participate in these programs, you will need to apply or wait for the offer in accordance with the relevant procedure.

You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tool (or if applicable, in the Program Policies) from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. We will pay you Commission as described in the Affiliate Tool (or if applicable, in the Program Policies) for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the Customer’s subscription is determined by the date of the first purchase or sign up (as applicable) of the Bootcamp by the Customer and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer during their Bootcamp. For example, if the initial Customer Transaction is for “Pay As You Go” Bootcamp payment program, which means that Customer pays a subscription fee every month of using Bootcamp, and there is a subsequent purchase by that same customer for every next month of using a Bootcamp except the first one, Affiliate will receive Commission for monthly user purchases. The Affiliate also will not be entitled to receive Commission on any additional purchases of Primeclass Products by that same Customer.

To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred, (iii) a Customer must remain a customer during the locking period in the Affiliate Tool (or if applicable, in the Program Policies). You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or Primeclass Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you. In competitive situations with other affiliates, we may elect to provide the Commission to the affiliate that we deem to be the most eligible for Commission, at our discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.

You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by Primeclass. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within the ninety (90) days of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated. Engagement with Prospects. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between Primeclass and an Affiliate Lead will be at Primeclass’ discretion.

In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.

We or the Affiliate Tool will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion).Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool.

We may make available to you, without charge, one-month access to our Food Photography Bootcamp as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) 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 within the Affiliate Tool, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) comply with our style guide and Trademark Usage Guidelines; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

Primeclass Proprietary Rights. No license to any software is granted by this Agreement. The Primeclass Products are protected by intellectual property laws. The Primeclass Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Primeclass Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Primeclass Content, or the Primeclass Products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use Primeclass Content, you must comply with our Content Usage Guidelines. Primeclass, the Primeclass logos, 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.
We encourage all customers, affiliates and partners to comment on the Primeclass Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Primeclass Products, without payment to you.

Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the Primeclass Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.

As used herein, “Confidential Information” means all confidential information disclosed by a party ("Disclosing Party") to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) Primeclass customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

1. Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
2. Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
3. Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
4. Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
5. Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Solutions Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Primeclass with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a Primeclass Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Primeclass own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase Primeclass products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups.

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

To gain the affiliate program goals the Affiliate Partner must use technical Affiliate Tool on the Primeclass Affiliate Platform.

How to use it:

1. When you get your login and password from your Collaboration Manager to access the Affiliate platform, you will see the Dashboard.
2. The Dashboard shows you:

• Your refferal code and financial statistics: Next estimated payment, Comissions in Approval, Previous payments recieved, and Comission Reward.
• You should not use tool “Refferal code”. We give you all the links and codes personally.
• Next estimated payment shows you the payment you will get with the next transaction.
• Comissions in Approval shows you the payments that are waiting for the approval to be payed to you. Approval time usually takes 14 days after student`s payment.
• Previous payments recieved shows you all the payments you`ve already got before.
• Comission Reward shows you the information about commission percent. It is your individual commission percentage, which was established in the agreements with the Collaboration Manager. It can be changed by the Manager at your request during negotiations. Also it shows the cookie retention period — 90 days.

3. Conversations bar shows you detailed statistics about total sales information for all products that bought by your affiliate links.

4. Payment history bar shows detailed information about all the payments you recieved.

5. Messages bar gives you an opportunity to text us if you have any questions.

6. Report bar gives you an opportunity to get full statistics report for your perfomance in accordance to actual dates and incomes.

7. Settings bar shows you:

• General settings, where you can set your timezone.
• Name & Address, where you can set an information about your personality.
• Payment Method, where you can set yours. It is the way you will get your commissions. You need to add the information about that in settings below. Your Collaboration Manager will send all the paid comissions manually according to information you filled. If you need to change the payment method, connect with your Manager after that to make an update. The payment is sent once a month.
• Password, where you can change a password for your account.
• Delete account, where you can delete your account manually.

A promotional code is a series of alphanumeric characters that a consumer can enter to obtain discounts on Primeclass website. These different codes may be part of ongoing or specific marketing campaigns. They may also be applied only to specific products, combinations of products, or a whole order.

Customers may have received one via a marketing email, public post or direct message.

The discount code will offer a percentage of the product’s price or of total amount at checkout. Or it may be in the form of a specific dollar amount (or GBP), also on product or total. But the promo may not be a direct financial discount. It may also be things like free delivery or specialist gift wrapping at certain times, such as Christmas or Valentine’s Day.

When a Customer reach the checkout process stage of their online transaction, they will nearly always see a box that states “Insert promo code here”. If a Customer have one, they insert his alphanumeric value there, and the site will add the applicable discount or offer to their purchases.

A UTM code is a snippet of simple code that you can add to the end of a URL to track the performance of campaigns and content. There are 5 variants of URL parameters we can track — source, medium, campaign, term and content. Dimensions we track via UTM codes show up in yourour analytics reports to give us a clearer insight into marketing performance.

As an Affiliate Partner you agree to publish the arranged amount of content on your social media business page. This content must be published at the approved time and in the approved form and remain on the page until the end of the cooperation period or termination of the cooperation agreement.

If the conditions of the process are not fulfilled by the Affiliate and are not regulated by communication with the Collaboration Manager, Primeclass will terminate the cooperation.

If the conditions of the process are not fulfilled by the Collaboration Manager and are not regulated by communication with Affiliate, Affiliate can terminate the cooperation.