APSIS – AFFILIATE TERMS

(last modified 2021-08-26)

THESE AFFILIATE TERMS SHALL GOVERN AND APPLY TO THE COLLABORATION BETWEEN APSIS AND THE AFFILIATE UNDER THE APSIS AFFILIATE PROGRAM.  PLEASE READ CAREFULLY AS THESE TERMS ARE IMPORTANT AND AFFILIATE CANNOT PARTICIPATE IN THE APSIS AFFILIATE PROGRAM UNLESS THESE TERMS ARE ACCEPTED. BY PARTICIPATING IN THE AFFILIATE PROGRAM, THE AFFILIATE ACCEPTS THESE TERMS. 

1. Definitions 
“Agreement” means this agreement between the Affiliate and APSIS regarding the Affiliate Program as agreed in the form and including these Affiliate Terms. 

“APSIS” means Apsis International AB, 556615-5437.

“APSIS Services” means Subscription Service and other products and services provided by APSIS. 

“Confidential Information” means all information disclosed by a party (“Disclosing Party'') to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonable should be understood to be confidential given the nature of the information and the circumstances of disclosure, such as End User Data, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party before receipt from the Disclosing Party; or, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party. 

“Customer Terms of Service” means those terms and conditions regulating the usage of the APSIS Services, by End User and Affiliate, as provided and updated by APSIS. 

“End User” means an authorized actual customer of the APSIS Services or the party on whose behalf the Affiliate uses the APSIS Services. 

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

“Affiliate Program” means APSIS program for Affiliates that provides exclusive access to the APSIS Affiliate platform and the opportunity to earn commissions, including the benefits and requirements set forth in the documentation describing such a program. 

“Affiliate platform” means the platform that we make available to Affiliate after acceptance into the Affiliate Program and for Affiliate to use within the Affiliate Program.

“Affiliate Link” means the tracking link, which is unique for each Affiliate, that Affiliate places on their site or promotes through other channels.

“Affiliate Lead” means a prospect who clicks on the Affiliate Link that APSIS have made available to Affiliate through the Affiliate platform.  

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

“End User Data” all information and content that End User, (a) submit, collect, process, use or store via/in the APSIS Services; or, (b) cause to interoperate with the APSIS Services. End User Data does not include any information that APSIS makes available as part of the APSIS Services, such as data that APSIS obtains from public and third party sources and code provided by APSIS for use in connection with the APSIS Services. 

“Commission” means level of compensation as described in the Affiliate platform and in general accordance with this Agreement.

“Customer” means the authorized actual user of the APSIS Products who has purchased and duly signed an agreement on APSIS services after being an Affiliate Lead.

“Subscription Service” means web-based marketing and sales software that is subscribed to, and developed, operated, and maintained by APSIS, accessible via http://www.apsis.com or another designated URL. For the purposes of this Agreement, the Subscription Service shall exclude any implementation, customization, training, consulting or other professional services, or fees for third-party products or services. 

“Subscription value” subscription value of applicable Subscription Service for the first contract period. Does not include renewals. 

2.  Non-exclusivity
2.1 This Agreement shall not create an exclusive agreement between Affiliate and APSIS. Affiliate have the right to recommend similar products and services of third parties and to work with other parties offering similar services and products. APSIS is at all times free to market and cooperate with Affiliates of its own choice.

2.2 This agreement stands alone and is separate from other agreements that Affiliate might have entered into with APSIS. 

3. Application procedure and approval by APSIS
3.1 When an application for the APSIS Affiliate program is completed by applicant APSIS will review applicant and notify if accepted or not. Be aware that APSIS might require further information than stated in the application and that it is important that applicant provides required information. Please note that APSIS is unable to review and accept applications that are not complete or require further.

3.2 If APSIS does not notify applicant within sixty (60) days after completed application that application is considered to be rejected.

3.3 If applicant gets accepted to the Affiliate program it will be notified by APSIS and this Agreement shall apply in full pursuant to the terms set forth in this Agreement.

4. Affiliate Sale, commission and payment  
4.1 APSIS hereby grants Affiliate, subject to the limitations set forth in this Agreement, a non-transferable, non-exclusive right to promote APSIS Services to Prospects.

4.2 The locking period is the period of time that APSIS gives themselves from signing a deal until paying the order. When the customer pays APSIS, APSIS pays to the Affiliate. 

4.3 For Affiliate to be entitled to Commission an Affiliate Lead must be accepted and validated. End user must have duly signed contract on APSIS Subscription Services. 

4.4 APSIS will pay out commission to Affiliate by self-billing meaning that APSIS will send Affiliate a self-billing invoice for payable commissions. Payment routines are published in the Affiliate Platform and may vary from time to time. Affiliate is responsible for payment of applicable tax and fees on the commission.   

4.5 All amounts payable to Affiliate might be subject to offset if Affiliate have any kind of liability to APSIS. 

5. Trademark
Affiliate is granted a non-exclusive right to royalty free use and display APSIS trademark in connection with the Affiliate program and this Agreement. The trademark and details on usage will be available to Affiliate in the Affiliate platform. Also see section 8.

6. Personal data
APSIS and Affiliate are both of the opinion that each party are independent controllers for any processing of personal data that might be performed in connection to this Agreement. End user data shall only be collected and processed by APSIS. Neither party shall therefore be responsible for other party´s compliance with applicable data protection law. For information about APSIS processing of Affiliate´s personal data, please see Appendix 1.

7. Affiliates Obligations 
7.1 Affiliates are obligated and accepts without limitation to at all times comply with this Agreement and any applicable policies and guidelines for the Affiliate program. 

7.2 Affiliates are obligated and accepts without limitation to at all times comply with applicable marketing rules, regulations and best practice in the industry. Affiliate shall also comply with all other applicable law and regulations under this Agreement, see section 12.8.

7.3 Affiliate are aware and accepts that any misuse of the Affiliate link is a violation of this Agreement and will under no circumstances constitute right to commission or any other compensation from APSIS.

8. Intellectual Property Rights 
8.1 APSIS shall hold title to any and all intellectual property rights and technical solutions in or relating to the Services. Such intellectual property rights and technical solutions may only be used by Affiliate in the manner stated in this Agreement. Under no circumstances shall Affiliate or a third party acquire any intellectual property rights to the Subscription Service, Code or to the software or technical solutions used in the Services, or to any trademark or any other business mark belonging to or used by APSIS. Access to the Subscription Service is only granted as explicitly set out herein and Customer thus only receives the limited right to use the Subscription Service during the Subscription Term and in accordance with this Agreement and APSIS Customer Terms of Service. Any rights not expressly granted herein are reserved by APSIS.

8.2 Affiliate shall not, directly or indirectly, (i) modify, decompile, disassemble or reverse engineer the Subscription Service or attempt to discover the code and/or underlying structure, ideas or algorithms of the Subscription Service or any software, data or documentation related to or provided with the Subscription Service; (ii) modify, translate or create derivative works based on the Subscription Service; (iii) access or use the Subscription Service to build (or support or assist a third party in building) any product or service competing with the Subscription Service; or, (iv) in any way transfer or encumber rights to the Subscription Service. Customers shall use the Subscription Service explicitly for its internal business operations and not for the operations of a third party, e.g. as a service bureau or timesharing service.

8.3 APSIS shall own all suggestions, recommendations, improvement or enhancement request or other feedback provided by Affiliate, Customer or User(s) regarding the Services, and Affiliate hereby makes and/or undertakes to make all assignments and take all reasonable acts necessary to accomplish the foregoing assignment to and ownership by APSIS.

9. Confidentiality  
9.1 The Receiving Party shall (i) protect the confidentiality of the Confidential Information using the
same degree of care that it uses with its own confidential information of similar nature (but not less than reasonable care); (ii) not use any Confidential Information for any purpose outside the scope of this
Agreement; (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to
Confidential Information to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Upon notice to the Disclosing Party (to the extent notice is legally permitted), the Receiving Party may disclose Confidential Information if required by mandatory law, regulation or legal process.

9.2 Upon a written request from the Disclosing Party, the Receiving Party shall promptly return or destroy any Confidential Information (excluding Customer Data, which will be deleted in accordance with our Privacy Policy - Affiliates).

9.3 Notwithstanding anything to the contrary, APSIS shall have the right collect and analyze data and

other information relating to the provision, use and performance of various aspects of the Affiliate Program and related systems and technologies (including information aggregated from Affiliate Data and data derived therefrom), and APSIS shall (during and after the term of the Agreement) be entitled to (i) use such information and data to improve and enhance the Affiliate Program, Subscription Service and for other development, diagnostic and corrective purposes in connection with the Services; and, (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
 

10. Limitation of Liability 
10.1 Except in the event of intent or gross negligence, APSIS shall not be liable for loss of profits, business, contracts, revenue or anticipated savings or any other indirect or consequential costs, losses or damages.

10.2 In the event of major defects that seriously impede Affiliate use of the Affiliate program and that are attributable to APSIS, APSIS undertakes to use its best endeavors to rectify such defect without unreasonable delay. In the absence of intent or gross negligence by APSIS, APSIS otherwise assumes no responsibility for defects, interruptions or deficiencies in the Affiliate program. Affiliate  shall not be entitled to a compensation , or to damages or other sanctions in the event of operational disruption or errors that impede data traffic or otherwise the use of the Affiliate Program, unless caused by APSIS with intent or gross negligence.

10.3 To the extent permitted under mandatory law and except in the event of intent or gross negligence, APSIS’ liability under this Agreement shall under all circumstances be limited to an amount of EUR 10 000, together with amounts associated with all other claims from Affiliate.

11. Term and Termination  
11.1 This Agreement is applicable and valid for as long as the Affiliate participates in the Affiliate program and until the Agreement is terminated as set forth herein. 

11.2 This agreement may be terminated without case by both APSIS and Affiliate with immediate effect upon written notice. Notice of termination to APSIS shall be made in writing and sent to affiliate@apsis.com. APSIS notice of termination to Affiliate may be made through Affiliate platform or by e-mail to the e-mail which Affiliate stated when applying for the Affiliate program.

11.3 Upon termination or expiration of this Agreement, Affiliate shall cease to participate in the Affiliate Program and all Affiliate’s rights, including but not limited to the right to use APSIS trademark, under this Agreement shall cease. 

11.4 Where Affiliate is in material breach of its obligations under this Agreement APSIS may with immediately effect terminate this Agreement by written notice to the Affiliate with the right to claim damages.  APSIS may also suspend Affiliate’s participation in the Affiliate Program during any period in which Affiliate is in breach of this Agreement. If APSIS terminates the agreement or suspends the Affiliate, Affiliate have no right to claim damages and are also not entitled to commissions or compensation of any kind.

12. Miscellaneous 
12.1 This Agreement, including its annexes and amendments thereto, constitutes the entire agreement between the parties and supersedes all prior agreements and proposals, written or oral, concerning its subject matter.  APSIS objects to and rejects any additional or different terms proposed by Affiliate, including those contained in Affiliate’s application, acceptance or website. Except for what is explicitly stated in this Agreement, no modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. 

12.2 If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect. 

12.3 Neither party shall be liable for any default or delay in the performance of its obligations under this Agreement if such default or delay results from causes beyond its reasonable control, including but not limited to an act of war, hostility or sabotage, or electrical, internet or telecommunication outage that is not caused by the obligated party. The party claiming to be affected by such a force majeure event shall immediately notify the other party in writing and each party shall use reasonable efforts to mitigate the effect of the force majeure event. 

12.4 The parties agree that no joint venture, partnership, franchise, employment, or agency relationship exists between them, notwithstanding the term “Affiliate”.  Neither party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other party, nor to represent the other party as franchisee, employee, agent or in any other capacity. There are no third-party beneficiaries to this Agreement. Affiliate shall not make any proposals, promises, warranties, guarantees, or representations on APSIS’ behalf or in APSIS’ name. 

12.5 Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, not to be unreasonably withheld. Notwithstanding the above, APSIS shall be entitled, in whole or in part, to assign its rights and obligations under this Agreement without Affiliate’s prior consent (i) to a company within the same group of companies as APSIS; or, (ii) in connection with a sale of all, or substantially all, of the assets of APSIS to a third party. 

12.6 APSIS reserves the right to amend this Agreement and such amendments will thereafter govern and apply to the entire Agreement and in all respects replace and supersede any previously agreed terms and conditions between Affiliate and APSIS. Affiliate shall be informed of amendments by email or through the Affiliate platform and Affiliate shall be deemed to have received such notice within two (2) weeks of the notice being sent. Where Affiliate does not accept the amendment, Affiliate shall be entitled within fourteen (14) days, to terminate this Agreement with immediate effect. Where this Agreement is not terminated by Affiliate within the aforementioned time, Affiliate shall be deemed to have accepted the new terms and conditions of this Agreement. 

12.7 This Agreement shall in no way limit APSIS right to sell the Subscription Service and its other products and services, directly or indirectly, to any current or prospective End Users. 

12.8 APSIS and Affiliate shall comply with all applicable law and regulation in performing its obligations under this Agreement. Affiliate shall comply, and shall ensure that any third parties performing sales or referral activities on Affiliate behalf comply, with all applicable law or regulation and shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to APSIS, End Users or to the public. Affiliate represents and warrants that its sales activities and receipt of any commission or discount under this Agreement are consistent with applicable law and regulation. Affiliate shall promptly inform APSIS upon becoming aware of any violations of applicable law or regulation in connection with this Agreement.  

12.9. The following terms shall survive expiration or termination of this Agreement: Sections 6 (Personal data), 7 (Affiliate’s Obligation), 8 (Intellectual Property Rights), 9 (Confidentiality), 11 (Term and Termination), 10 (Limitations of Liability), 12 (Miscellaneous) and 13 (Disputes) of these Affiliate. 


13. Disputes 
13.1 Governing law and jurisdiction depends on which Apsis entity that Affiliate is contracting with, as specified in the Affiliate Form and as put forth below.  

Apsis International AB - This Agreement shall be governed by the laws of Sweden, excluding its principles on conflict of laws, and any suit, action or proceeding arising out of or relating to this Agreement (including any non-contractual dispute or claim) will be settled by arbitration administered by Arbitration Institute of the Stockholm Chamber of Commerce* and held in Malmö, Sweden. The arbitration proceedings shall, if not otherwise agreed, be conducted in the Swedish language if Affiliate is Swedish and otherwise in the English language. 

* Where the amount in dispute does not exceed EUR 100,000 the SCC Institute’s Rules for Expedited Arbitrations shall apply. Where the amount in dispute exceeds EUR 100,000 the rules of the SCC Institute shall apply. Where the amount in dispute exceeds EUR 100,000 but not EUR 500,000 the arbitral tribunal shall be composed of a sole arbitrator. Where the amount in dispute exceeds EUR 500,000 the arbitral tribunal shall be composed of three (3) arbitrators. The amount in dispute includes the claimant’s claims in the request for arbitration and any counterclaims in the respondent’s reply to the request for arbitration. 

Apsis Asia Ltd - This Agreement shall be governed by the laws of Hong Kong, excluding its principles on conflict of laws, and any suit, action or proceeding arising out of or relating to this Agreement (including any non-contractual dispute or claim) will be settled by arbitration at the Hong Kong International Arbitration Centre (HKIAC) held in Hong Kong. The HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted shall apply and the number of arbitrators shall be one. The place of arbitration shall be Hong Kong. The arbitration proceedings shall, if not otherwise agreed, be conducted in the English language. 

 

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Appendix 1


PRIVACY POLICY AFFILIATE (last modified 2021-08-23)

This notice is to inform you of the collection and processing of our personal data when applying for or/and being approved as an Affiliate.

Apsis International AB is a provider of solutions and services for digital marketing purposes. As a part of marketing APSIS services, you have applied or/and been accepted for APSIS Affiliate program.

Please read below for more information about the personal data we collect, how we gather it and how it is used.

Controller
Apsis International AB “APSIS” (556615-5437) is data controller for the processing of personal data as described in this privacy notice.  

Sources of Personal Information
APSIS gathers personal information foremost directly and voluntarily from you. Information may also be collected from other available sources.


Categories of Personal Information Processed
APSIS have any or all of the following categories of personal information about you;

Name

Job Title
Company
Office Address
Telephone Number
Email
Address

VAT-number (only applicable if Affiliate is a sole proprietorship)
Organization number (only applicable if Affiliate is a sole proprietorship)
 

Purpose of Processing
The purpose of processing is to fulfill our contractual obligations with you as an applicant (preparation for contract) or as an approved Affiliate. APSIS also processes information for marketing purposes and for purposes of organizing and making available business contact information and leads to new or existing customers.


Legal basis
APSIS's processing of your personal information is based on agreement between APSIS and Affiliate. If data subject is Affiliate´s employee or representative for Affiliate APSIS processing of data subjects personal information is based on the legitimate interest of itself and its commercial interest to engage in marketing according to agreement with Affiliate. Also APSIS interests to organize and make available business contact information and to promote our products, given the limited impact of this data on an individual’s private life and that this information, unlike personal contact details, is widely disclosed.

Recipients
We disclose your personal data to others only to the extent that we are legally obliged to do so or if it necessary to fulfill our contractual obligations with Affiliate. 

 
Period
APSIS process your information when applying to become an Affiliate, during the contract period and for 1 year after termination of contract. In case of legal dispute, we might process your information for a longer period of time.

Your rights
You have the right to exercise your rights under data protection law at any time. Right of access: You have the right to access the information we process about you. Right of rectification: You have the right to correct information about yourself and to have incomplete information about yourself supplemented. Right to deletion: In some cases, you have the right to have information about yourself deleted. For example, when the information is no longer necessary to fulfill the purposes for which it was collected or processed, or if the processing of the data is unlawful. Right to restriction: In some cases, you have the right to have the processing of your personal data restricted. Right to object: You have the right at any time to object to our otherwise lawful processing of your personal data. Right to data portability: In some cases, you have the right to receive the personal data you have provided to us in a structured, commonly used and machine-readable format, as well as to have this personal data transferred from us to another data controller. Right to withdraw consent: You have the right to withdraw consent at any time for the processing of your personal data. 


Complaints
Complaints about our processing of your personal data can be made to the Swedish supervisory authority Integritetsskyddsmyndigheten, www.imy.se

Additional Information
For more information regarding our privacy practices please visit our website apsis.com

Contact us
Apsis International AB, Kungsgatan 6, 211 49 Malmö
Data protection officer: Apsis International AB, Att: Legal – Data protection officer, Kungsgatan 6, 211 49 Malmö

We can also be reached at affiliate@apsis.com
 


 

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