Terms of Participation
This program is particularly aimed at resellers who wish to refer customers with 123 Flash Chat Server Software.
1. Legal Principles
2. Participants
3. Object of the Agreement
4. Participation in TopCMM-affiliate
5. Warranty and Liability
6. Payment Condition
7. Use of Information and Data
8. Contract Duration / Termination
9. Miscellaneous
1. Legal Principles
TOPCMM Software Corp. (hereinafter "TopCMM") provides an internet service, which enables other companies and individuals to trade with all types of software licenses and services authorized by TopCMM Affiliate System (hereinafter "TopCMM-affiliate").
2. Participants
2.1 Affiliates participating in TopCMM-affiliate are individuals and companies that provide space on their homepage/website or e-mail, etc. (hereinafter "advertising space") to market licenses and services.
2.2 Employees of TopCMM are restricted from participating in TopCMM-affiliate
2.3 Affiliates should not buy products for themselves; otherwise, they must compensate to offset the commission and cancel its contract without notice.
2.4 Affiliates provide advertising space to TopCMM and TopCMM sets up technical connections between affiliates and purchase page. Through these TopCMM records and registers - comprehensible for affiliates to know end customers that evolved via the advertising space of the affiliate.
3. Object of the Agreement
3.1 Affiliates conclude separate contracts with TopCMM-affiliates by inclusion of these conditions of participation. For the legal relationship between affiliates and TopCMM however these conditions of participation apply exclusively. Further services by TopCMM, i.e. provisions of training face-to-face, are to be contracted separately.
3.2 For the conclusion of the contract at least the languages English are provided. The affiliate registers via mouse click. TopCMM informs the affiliate immediately by declaration of acceptance through an electronic confirmatory letter as soon as TopCMM has agreed to its registration.
3.3 The conditions of participation are at all times accessible for the participants at the TopCMM website. The particular version of the conditions of participation at the conclusion of the contract is additionally available upon request by e-mail (sales@123flashchat.com).
4. Participation in TopCMM-affiliate
4.1 The participation in TopCMM-affiliate requires at least an age of eighteen (18) years and full legal capacity. Moreover the participants must be in possession of a bank account.
4.2 Prerequisite for participation in TopCMM-affiliate is a duly admission and registration of the affiliate. The affiliates are obliged to state their required specifications in the TopCMM registration form completely and truthfully. There is no right of admission to the TopCMM-affiliate. Should the specifications provided at registration change, the affiliates must rectify their entries immediately.
The contract and subsequent admission to TopCMM-affiliate comes into effect - by inclusion of these conditions of participation - with the participants' receipt of a confirmatory letter (e-mail or fax) from TopCMM. Companies and entrepreneurs are liable to tax on sales.
4.3 TopCMM offers the advertising material & the respective affiliates' data to the Affiliates. The Affiliates choose from TopCMM-affiliate what they wish to use to market and sell 123 Flash Chat Server Software and hosting services. The Affiliates must notify TopCMM of their selection. TopCMM confirms this selection to affiliate.
4.4 The participants assure that data, advertising space and advertising activity transferred through them does not violate statutory provisions or applicable law. Prohibited especially are contents and advertising activities that are able to violate rights of third parties, in particular copyright, name- and brand rights, or that glorify violence, are morally harmful to young people, or of seditious, racist or pornographic nature. Prohibited as well are contents and advertising activities which are illegal to make public, such as any in-put containing viruses, Trojan horses or other similar programmers able to damage data or systems, secretly intercept or delete data. The participant is obliged to separately indicate certain advertising spaces, advertising contents and advertising activities to TopCMM. This will separately be pointed out to the participant at the network registration or the application to partnership respectively.
4.5 Any attempt to manipulate the TopCMM-affiliate in any manner, results in the automatic exclusion of the participant. Thereby all claims with respect to the acquired credit forfeit.
4.6 If an affiliate of TopCMM-affiliate opts for an e-mail-based form of advertising, the prohibition of unsolicited commercial e-mailing is to be obeyed. Hereafter the participants are prohibited to send unsolicited e-mails with commercial advertisements to third parties (spam) as well as integrate TopCMM URL-code in e-mails, unless the acceptors have agreed prior the first reception ("opt-in" procedure). The participant has to ensure before every transmission, that the particular recipient has agreed to the reception. Such unsolicited e-mails otherwise cause a violation of competition law and may result in cease-and-desist letters by recipients, consumer protection associations or competitors. In case of non-compliance with this obligation TopCMM can exclude the participant with immediate effect from the TopCMM-affiliate and cancel its contract without notice. The participant's account set up by TopCMM will be blocked and the thitherto acquired credit will forfeit without substitution (forfeit). Participants, that despite the prohibition transmit unsolicited advertisements, entirely indemnify TopCMM from all hereby arising claims of third parties. The enforcement of further claims by TopCMM against the affiliate remains unaffected.
5. Warranty and Liability
5.1 In the case of disruptions during the implementation of the contract between the participants and TopCMM concerning TopCMM-affiliate, which are attributable to TopCMM, TopCMM will take all reasonable and economically justifiable measures to promptly restore the complete availability of TopCMM-affiliate.
5.2 There can be only one referral payment per new, unique TopCMM client. The partner program is intended to be a mutually beneficial arraignment between our partners and TopCMM that rewards referrers for introducing new customers to TopCMM products. Any intentional misrepresentation or manipulation that violates the spirit of the partner program is strictly prohibited.
5.3 TopCMM assumes no liability for the content of third party websites, where reference to the TopCMM website is made in either direct or indirect manner. The liability of TopCMM is limited to grossly negligent and deliberate behavior. The extent of TopCMM's liability for damages regarding the slightly negligent breach of cardinal obligations is limited to the average monthly performance-related compensation, as set forth by this agreement. The liability for the slightly negligent breach of accessory obligation is excluded.
6. Payment Condition
6.1 The customer affiliate referred must remain a customer of TopCMM for at least half and one months before the Commission is paid.
6.2 Our proprietary tracking software uses two technologies (cookies and query strings with session IDs) to accurately tell us when a sale is referred from your web site. This means if you refer someone who leaves our web site and comes back later (up to a year later) to sign-up, you will get full credit and we will pay you full commission.
6.3 If a customer acquires products' info from more than one affiliate, only the last affiliate can get commission.
6.4 If a customer, subsequent to initial order, requests additional servers, no additional referral commission will be paid. The bonus program only applies to new customers at the facility on their initial order. However, if a customer signs up for multiple machines on an initial order, a separate referral bonus will be paid to the referrer for each machine.
6.5 Each referral must be a unique customer who has never been a TopCMM client before. If your referral opened up more than one accounts, it is still one referral.
6.6 You can not refer yourself, or you can not get referral credits for partner hosting accounts and can not get the hosting partner discount for referred customers.
6.7 Payments will be mailed out monthly, as long as the total commission comes out to more than $100. If it is not greater than or equal to $100, then the commission made that month will carry over to the next.
6.8 Agents get product with 80% price. If the annual revenue is more than 600,000 US dollars, the commission rate can be adjusted to 30% from the next year.
6.9 Qualified agents will get a contract, defining the minimum resale price maintenance, billing and payment, restraining the resale region, no competing software shall be produced afterwards, etc.
- Minimum resale price maintenance. The price floor is not less than 90% of the official quote to keep the reseller and provider profitable.
- The price ceiling is no more than 20% of the official pricing to prevent chargeback and refund dispute.
- Exclusive reselling program can be achieved through its flexibility. The remuneration depends on sales volume he made through his website. We do not lay any limits on partnership relations and we a ready to discuss and come to terms mutually interesting and advantageous to the both parties.
6.10 TopCMM may modify or discontinue this program at any time.
6.11 In the event of dispute, TopCMM's decision shall be final.
7. Use of Information and Data
7.1 As far as TopCMM makes available information and data concerning participants and information regarding the use of TopCMM-affiliate by participants, this information serves the purpose of building trust between participants and perpetuation of TopCMM-affiliate. The use of this data by participants for other purposes, in particular for advertising purposes which are not connected to TopCMM-affiliate, is prohibited.
7.2 The information and data attained through use and partnership may only be used by the affiliates personally and in connection with the concrete use of TopCMM-affiliate. Any onward transmission to third parties and use for any other purpose, in particular commercial purposes, is prohibited.
7.3 Advertising material provided by TopCMM to the advertising space of the particular affiliate may not be changed in design, particularly context or technical content, or in other ways altered or passed on to third parties, without agreement of the merchant.
7.4 TopCMM is entitled to collect, process, and store and for its own purposes use data of participants. Likewise TopCMM is entitled to contact the participants in connection with the network-participation by e-mail. Furthermore participants will be able to contact each other regarding the particular partnership within TopCMM-affiliate online or e-mail respectively. TopCMM will hereby adhere to the relevant provisions regarding data protection and privacy. Within the maintenance of TopCMM-affiliate TopCMM is particularly entitled to publish and transmit data of participants and notify the public authorities within the legal obligations. The transmission of participants' data by TopCMM to third parties for reasons of market research occurs only with the prior consent of the participants. To avoid misuse TopCMM is entitled to store the participant's IP address during registration and use of TopCMM-affiliate and in the event of fraud or misuse transmit this data to the public authorities.
8. Contract Duration / Termination
8.1 The contract is valid for an indefinite period of time.
8.2 The parties to the contract can terminate this contract at any time (notice online by e-mail or fax, or by letter). In the event of termination TopCMM will inform the affected participants. Business transactions up until the termination will be processed and corresponding due compensation will be paid out.
8.3 Remaining credit to the affiliates upon termination of the contract will be paid out according to the Fee Schedule.
8.4 In the event that no credit is earned within one (1) year, the affiliate account will be deleted if the affiliate does not expressly request the prolongation of the contract to TopCMM within one (1) month after a written cancellation notice by TopCMM.
8.5 The parties have the right to terminate the contract for cause in exceptional cases provided that the corresponding conditions are met. Is the contract exceptionally terminated by TopCMM, the affiliate's account set up by TopCMM will be blocked and the thitherto acquired credit will fall to TopCMM.
9. Miscellaneous
9.1 With registration the participants acknowledge the latest version of TopCMM's terms of participation. Regarding revisions to the terms of participation authorised participants will be notified by e-mail. Should the participant not object to the changed terms of participation within one (1) month of receipt of the notification of change, these changed terms will take effect according to the notification. TopCMM herewith objects the general terms and conditions of the participants.
9.2 The copyright for the design of the, within the affiliate program provided, advertising material, content and data as well as any other information made accessible by the merchant is entitled to the merchant or holder of the rights. Any change and/or circulation of trademark logos and other provided advertising material respectively to third parties without prior written approval of the holder of the rights is prohibited.
9.3 This contract constitutes no enterprise to the outside world as well as no employment-, sales representative-, commission agent- or engagement contract and therefore authorises no party to release legally binding declarations for both or the respectively other party or commit or represent the other in any way.
9.4 Should individual provisions of this agreement be completely or partially invalid or should loose their effectiveness thereinafter; the validity of the remaining agreement will not be effected. The invalid provision must be replaced by the parties with a valid provision, which complies closest with the economic purpose of the invalid provision. This also applies to any contractual loopholes.
