Partnership agreement

(hereinafter referred to as the “Contractor”), acting on the basis of the Charter, on the one hand, and ___________________ (hereinafter referred to as the “Partner”), on the other hand, hereinafter jointly referred to as the “Parties” and individually as the “Party”, have entered into this Agreement as follows:

TERMS AND DEFINITIONS

Personal Account – a non-public section of the Contractor’s website my.tuthost.ua, which is provided to the Partner for interaction. Access to your personal account is provided by a login and password. Through the personal account, the Partner receives notifications from the Contractor, information about services, tariff plans, etc.

Login is a unique set of letters and numbers required for access to the personal account, which, in combination with the password, serves as the Partner’s identifier.

Password – a set of letters and numbers required for access to the personal account, which in combination with the login serves as the Partner’s identifier.

The Contractor’s Client (engaged client) is a legal entity or individual using the Contractor’s services as a result of the Partner’s actions under this Agreement.

Referral link is a unique link to the Contractor’s website provided by the Contractor to the Partner. If a potential Client follows this link to the Contractor’s website and subsequently becomes a user of the Contractor’s services, this potential Client becomes a “Client of the Contractor” engaged by the Partner under this Agreement.

Promo code is a unique code provided by the Contractor to the Partner. If a potential Client enters this promo code in a special field when ordering the Contractor’s services and subsequently becomes a user of the Contractor’s services, then this potential Client becomes a “Client of the Contractor” attracted by the Partner under this Agreement.

Lead – an action performed by an Internet user on the Contractor’s website to register and purchase the Contractor’s services.

Test lead is a lead created by the Partner to test the operation of the Contractor’s accounting system. A test lead can be created using a different IP address of the Partner / VPN, browser session and/or using a direct referral link.

1. SUBJECT OF THE CONTRACT

1.1. Under this Agreement, the Partner, acting on behalf of, on behalf of, and at the expense of the Contractor, undertakes to take actions aimed at attracting new Clients for the Contractor by disseminating information about the services provided by the Contractor.

1.2. For the fulfillment of the provisions of clause. 1.1. the assignment, the Contractor shall pay the Partner the remuneration in the amount and in the manner prescribed by this Agreement.

2. RESPONSIBILITIES OF THE PARTIES

2.1. The Contractor undertakes to:

2.1.1. Provide the Partner with access to the Personal Area. The Partner shall determine the username and password for access to the Personal Area independently at the time of registration.

2.1.2. Provide the Partner with referral links to the Contractor’s website and the Promo Code for ordering the Contractor’s services, which will be used to determine the fact of attracting Clients.

2.1.3. Provide the Partner with information and advertising materials about the Contractor’s services for distribution among the Contractor’s potential Clients.

2.1.4. Provide the Partner with access to the statistics in the Personal Account, which takes into account the attracted Clients made due to the Partner’s actions.

2.1.5. Calculate the amount of the Partner’s remuneration based on the statistics and terms of this Agreement.

2.1.6. At the request of the Partner, pay the remuneration to the Partner’s internal account no later than the 20th day of the month following the reporting month.

2.2. The Partner undertakes:

2.2.1. Prior to entering into this Agreement, carefully read the text of the Agreement. By signing this Agreement, the Partner confirms that he/she understands all the terms and conditions contained in the Agreement and undertakes to comply with them.

2.2.2. Keep your username and password for access to your Personal Account confidential. All actions performed in the Personal Area with the Partner’s username and password shall be recognized by the Parties as actions performed by the Partner.

2.2.3. Disseminate information about the Contractor’s services among its potential Clients using the referral links to its website or Promo Code provided by the Contractor.

2.2.4. To use only reliable information and advertising materials about the Contractor and the Contractor’s services when disseminating it as part of the provision of services under this Agreement.

2.2.5. Recognize the statistics data provided by the Contractor as the only true source of determining the fact of attracting Clients in the Contractor’s Personal Cabinet, carried out through the actions of the Partner.

2.2.6. Submit an application to the Contractor for payment of remuneration for the Partner’s Services rendered under this Agreement. The application shall be submitted through the Personal Account in the “Requests” section with the signed Partner’s Report (Annex 1 to this Agreement) within 5 business days after the end of the reporting period.

2.2.7. To conduct a test lead no more than 2 times a month to check the operation of the Contractor’s accounting system, as well as to verify the accuracy of the Contractor’s statistics. At the same time, all payments made within the framework of test leads are recognized as payments of the users who made them and are non-refundable, entailing the conclusion of agreements provided for by the Contractor. The execution of test leads should not create an additional burden on the Contractor’s accounting system and should not be automated and/or massive.

If, as a result of the test lead, the Partner has found that the Contractor’s lead accounting system does not function properly, the Partner shall notify the Contractor thereof no later than three (3) business days from the date of detection of the incorrect operation of the accounting system.

3. Remuneration and payment procedure

3.1. All settlements under this agreement are made in UAH.

3.2. The amount of the Partner’s remuneration is calculated on a monthly basis based on the amounts paid by the Clients attracted by the Partner (hereinafter referred to as “Client’s expenses”) for the services rendered by the Contractor in the previous calendar month. To calculate the Partner’s remuneration, only the Contractor’s Clients attracted as a result of actions under this Agreement and reflected in the statistics provided by the Contractor shall be taken into account.

3.3. The amount of the Partner’s remuneration is from 5% to 20% of the amount of the Client’s “expenses” that meet the conditions described in clause 3.2.

3.4. The Contractor shall indicate the amount of remuneration for each Client in the statistics provided to the Partner in the Personal Area.

3.5. The Contractor pays the remuneration according to the request created by the Partner in the “Requests” section of the Personal Cabinet.

3.6. The remuneration shall be paid by transferring funds to the Partner’s details specified in the request, provided that the Contractor accepts and approves the Partner’s application. Payments to third-party accounts are not allowed.

3.7. The minimum amount of remuneration paid is 300 (three hundred) hryvnias. No more than one payment may be made to a Partner during a calendar month. In case the amount of remuneration calculated for the month does not reach UAH 300, the remuneration shall be transferred in the period when the accumulated amount of unpaid remuneration exceeds the specified limit.

3.8. The Parties agree that the Contractor shall not compensate or reimburse any other costs and expenses of the Partner arising from this Agreement, including in case of early termination of the Agreement at the initiative of one of the parties, as well as in case of termination under circumstances for which neither party is responsible.

4. TERMS AND PROCEDURE OF THE AGREEMENT

4.1. The Partner guarantees that it has all the necessary powers to conclude and execute this Agreement, and that the execution of this Agreement shall be carried out in accordance with the current legislation of Ukraine and shall not in any way violate the rights and legitimate interests of the Contractor and/or third parties.

4.2. The partner is not allowed:

4.2.1. Use the Contractor’s advertising information on web resources that violate the current legislation of Ukraine, as well as create advertising materials and/or distribute/post advertising information about the Contractor in violation of the current legislation.

4.2.2. Register accounts for personal use through your affiliate program.

4.2.3. Disseminate information about the Contractor’s services (in particular, by request: tuthost, tuthost promo code and its derivatives) in search engines (google, etc.), as well as by SPAM by e-mail and electronic messaging systems, spam on forums, social networks, etc.

4.2.4. Disseminate information about the Contractor’s services, which indicates that the Contractor’s services may be used for activities that contradict the Contractor’s Offer Agreement posted on the Contractor’s website.

4.2.5. Place the referral link received under this Agreement on aggregator sites, sites that distribute discounts and coupons.

4.2.6. Post a unique promotional code received under this Agreement on open resources on the Internet, as well as on aggregator sites.

4.3. The Contractor shall have the right to unilaterally amend the terms of this Agreement (including, but not limited to, the amount of remuneration, the procedure for its payment) by sending a notice to the Personal Account at least 5 (five) calendar days before the amendments come into force. If the Partner continues to perform actions to attract Clients, this means that the Partner agrees to the said changes.

The notice of amendment of the Agreement sent by the Contractor and the Partner’s actions to fulfill this Agreement, which indicate its consent to the amendments and are recognized by the Parties as a written agreement to amend the Agreement.

In case the Partner disagrees to amend this Agreement, the Partner undertakes to notify the Contractor before the amendments come into force by sending a corresponding message/letter in the Personal Cabinet. In this case, the Agreement shall be terminated from the moment the amendments come into force.

5. Acts of force majeure

5.1. The Parties shall be released from liability for partial or complete failure to fulfill their obligations under this Agreement caused by force majeure circumstances arising after its conclusion. Such circumstances, in particular, include: natural disasters; natural and industrial catastrophes; terrorist acts; military actions; violations of public order; adoption by public authorities or local governments of acts containing prohibitions or restrictions on the activities of the Parties under this Agreement; other circumstances that cannot be foreseen or prevented in advance and make it impossible to fulfill the obligations of the Parties under the Agreement.

5.2. In the event of force majeure circumstances that prevent the fulfillment of obligations under this Agreement, the term for the fulfillment of such obligations by the Parties shall be postponed in accordance with the duration of such circumstances, as well as the time required to eliminate their consequences, but not more than 60 (sixty) calendar days. In the event that force majeure circumstances continue to operate for more than the specified period, or when, upon their occurrence, it becomes apparent to both Parties that they will operate for more than this period, the Parties undertake to discuss the possibility of alternative ways of fulfilling this agreement or terminating it without compensation for losses.

6. CONFIDENTIALITY

6.1. The Parties agree to keep secret and consider confidential the terms of this Agreement, any correspondence between the Parties, statistics provided by the Contractor, as well as all information received by one Party from the other Party in the course of the Agreement and marked by the transferring Party as confidential information of such transferring Party (hereinafter referred to as “Confidential Information”), and not to disclose or disclose or otherwise provide such information to any third party without the prior written consent of the transferring Party.

6.2. Each Party will take all necessary measures to protect Confidential Information with at least the same degree of diligence as it protects its own confidential information.

6.3. Confidential Information shall at all times remain the property of the transmitting Party and shall not be copied or otherwise reproduced without the prior written consent of such transmitting Party.

6.4. The obligation to protect and keep confidential the confidential information of the disclosing Party shall not apply to information that:

• at the time of disclosure was or has become public domain, other than as a result of a breach by the receiving Party; or
• becomes known to the receiving Party from a source other than the disclosing Party without the receiving Party breaching the terms of this Agreement, which may be evidenced by documents sufficient to confirm that the source of such Confidential Information is a third party; or
• was known to the receiving Party prior to its disclosure under the agreement, as evidenced by documents sufficient to establish the fact of such possession of Confidential Information; or
• has been disclosed with the written permission of the Transmitting Party.

6.5. The obligation to keep confidential information confidential shall enter into force upon signing of the Agreement by both Parties and shall be valid for 3 (Three) years after the expiration of the Agreement or its termination for any reason.

7. TERM OF VALIDITY AND TERMINATION OF THE AGREEMENT

7.1. This Agreement shall enter into force upon its signing by the Parties and shall be valid for one year. If neither Party has sent a written notice of termination to the other Party 30 (thirty) calendar days prior to the expiration date of this Agreement (possibly in the Contractor’s Personal Account; a notice sent by the above methods shall be recognized by the Parties as a full-fledged legal document in a simple written form), this Agreement shall be automatically extended for each subsequent year on the same terms and conditions, unless the Parties agree otherwise. The number of prolongations is not limited.

7.2. The agreement may be terminated:

7.2.1. Either Party with a written notice to the other Party through the Personal Account not less than 5 (five) days in advance.

7.2.2. In case of violation of the Agreement by the Partner, the Contractor shall immediately notify the Partner via the Personal Account, and all unpaid charges made to the Partner shall be canceled.

7.3. In the cases specified in Clause 7.2, a unilateral notification by one Party to the other Party through the Personal Account is allowed. A notice sent in the above manner shall be recognized by the Parties as a full-fledged legal document in a simple written form.

7.4. The obligations of the Parties under the Agreement, which by their nature must continue to operate (including, but not limited to, obligations of confidentiality, mutual settlements, use of information), shall remain in force after the expiration of the Agreement Term.