Thank you for your interest in the referral program (the “Program”) of Mister Horse j.s.a., ID no. 53398963, with registered seat at Gerulatská 4/A, 851 10 Bratislava, Slovakia, registered in the Commercial register of the District court Bratislava I, Slovakia, Sec. Sja, Insert no. 137/B ("Mister Horse", “we” or “us”)! This Mister Horse Referral Program Agreement (“Agreement”) governs your participation in the Program. By participating in the Program, you agree to the terms of this Agreement. This Agreement does not alter in any way the terms or conditions of any other agreement you may have with Mister Horse, for products, services or otherwise.
1. Program Overview.
The Program permits you to receive compensation in exchange for referring customers that purchase Mister Horse products at MisterHorse.com (“Mister Horse Products”). If we accept your Program application, we will provide you with a hyperlink (“Link”) for display on websites and online services operated by you that are approved by Mister Horse for use in connection with the Program (“Your Services”). Subject to the terms of this Agreement, we will pay you a marketing fee of 30% of customer's first purchase actually received by Mister Horse and of each subsequent customer’s purchase actually received within 365 days after the first purchase, less deductions described in Section 3.2 below, (“Marketing Fee”) from customers that click on your Link and purchase any Mister Horse Products within 7 days of clicking on your Link.
2. Enrollment.
To be eligible to participate in the Program, you must accurately complete our Program application. We reserve the right to reject your application for any reason. If you are entering into this Agreement on behalf of an entity: (a) you represent and warrant that you are authorized to bind such entity to this Agreement and that such entity will be responsible for your and any other of its employees or agents activities in connection with the Program; and (b) references to “you” in this Agreement will refer to you and such entity, collectively. You may only participate in the Program if permitted by the laws of your jurisdiction and the terms of any agreements you may have entered into with third parties.
3. Affiliate Portal.
To participate in the Program, you will need to access Mister Horse’s online Affiliate Portal (“Portal”), which is accessible through a URL that Mister Horse will provide to you. You must comply with the terms of this Agreement in connection with your access and use of the Portal. Use of the Portal is also subject to Mister Horse’s Privacy Policy.
3. Payment.
3.1 Payout.
We will pay Marketing Fee via the payment method designated by you via the Portal no sooner than 45 days from the end of the calendar month in which the Marketing Fee accrued, provided that the Marketing Fee exceeds a minimum threshold of $200. In case the Marketing Fee does not exceed the minimum threshold in the given month, the amount is transferred to the next month and is added to the Marketing Fee for the next month. The right to pay out the Marketing Fee arises after reaching the minimum threshold of $200. In case of termination of this Agreement, we will pay you the unpaid Marketing Fees, if valid, that you earned prior to the date of termination. In case the unpaid Marketing fees are below the minimum threshold of $200, these shall be paid out only in case you have exceeded the minimum threshold during the duration of this Agreement at least once. This does not apply to termination due to your violation of any provision of this Agreement, in which case your right to any unpaid and accrued Marketing Fee expires.
3.2 Deductions.
The Marketing Fees payable to you will be exclusive of taxes, refunds and chargebacks (if applicable), and we may offset such amounts against any Marketing Fees owed to you. You are responsible for any taxes payable in connection with the Marketing Fee, other than our income taxes.
3.3 Limitations.
Marketing Fees will not be payable to you for any purchase of Mister Horse Product: (i) that is later cancelled, refunded, charged back, or for which Mister Horse does not receive payment; (ii) that occurred as a result of your breach of this Agreement, or while you were in breach of this Agreement; (iii) if the first purchase does not occur within 7 days of when the customer clicks on your Link; (iv) if, before making the purchase, the customer more recently clicked on the Link of another Program participant; (v) that occurs after termination of this Agreement; or (vi) on which you already received a revenue share or similar payment from Mister Horse (collectively, an “Ineligible Transaction”). For clarity, Marketing Fees will be payable to the Program participant responsible for the Link that a customer last clicks before purchasing any Mister Horse Product. If we discover that we have paid you any Marketing Fees for an Ineligible Transaction, we may either require you to promptly repay the applicable amount, or we may offset such amount from future amounts payable to you under this Agreement.
4. Limited License.
Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to display the Link and any Mister Horse Marks on Your Services, and in other marketing communications that you may send, solely for the purpose of referring customers to the Mister Horse Products. “Mister Horse Marks” means any of Mister Horse’s trade names, trademarks, service marks, logos or other similar indicia of identity or source provided by Mister Horse to you in connection with this Agreement. All goodwill arising from your use of the Mister Horse Marks will inure to the benefit of us. Other than the limited license set forth in this Agreement, Mister Horse reserves all right, title, and interest not expressly granted to you. You will use the Mister Horse Marks in accordance with any written guidelines Mister Horse provides to you. Upon request by Mister Horse, you will provide samples of any marketing materials you have used, or plan to use, that incorporate the Mister Horse Marks or the Link.
6. Legal Compliance.
You must comply with all privacy laws that apply to the collection, use and disclosure of personal information via Your Services, and all marketing laws that apply to any messages you send in connection with this Agreement. You are solely responsible for Your Services and your participation in the Program.
7. Prohibited Content.
Your Services must not contain any content that:
(i) is violent or sexually explicit;
(ii) violates any applicable law or infringes or misappropriates any intellectual property right;
(iii) is in any way harmful, threatening, defamatory, obscene, harassing or otherwise objectionable;
(iv) includes malware, viruses, or other harmful code; or
(v) copies or resembles the look and feel of any Mister Horse Products.
8. Prohibited Activities.
You will not:
- mislead customers regarding the purpose or nature of Your Services;
- mislead customers, that the Mister Horse Products or their price will be different if purchased via the Link;
- mislead customers in any other way;
- offer the customers any discount in case they will use the Link;
- engage in any fraudulent or unlawful activities;
- state or imply that you or Your Services are part of, affiliated with, or endorsed by Mister Horse;
- use any Mister Horse Marks, or any similar variations, other than as permitted under this Agreement. This includes not using the Mister Horse Marks in website metatags, bids for paid advertising, search engine optimization, or press releases;
- use, or register for, any domain name containing any Mister Horse Mark or any similar variations;
- attempt to artificially or fraudulently increase your Marketing Fees in any way, such as by generating transactions that are intended to be cancelled;
- bypass, circumvent, or avoid any restrictions employed via the Mister Horse Products;
- take any action that may burden any Mister Horse Products, including by using automated scraping, crawling or monitoring tools not authorized by Mister Horse;
- request or collect any account information from our customers, including any Mister Horse usernames or passwords;
- link to Mister Horse products using fake discount codes;
- pay for ads to promote Mister Horse products using 3rd parties like Google, Facebook or similar, whereas this includes also indirect ads intended only or mainly to redirect customers to our website (e.g. “Get amazing plugin and save time.”); or
- obfuscate or block in any way the sources of referred customers (e.g. via special redirections).
Upon request, you have to provide us information and/or evidence regarding your participation in the Program, especially the promotion of Mister Horse Products, whereas the failure to provide sufficient information and/or sufficient evidence shall constitute your violation of this Agreement.
9. Indemnification.
You will indemnify and hold us and our affiliates and subsidiaries, and our and their respective directors, officers, employees, agents, and shareholders, (collectively, the “Mister Horse Parties”) harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ or other professionals’ fees) that arise out of or relate to: (a) your participation in the Program, (b) your breach of this Agreement, or (c) Your Services.
10. Disclaimers.
Mister Horse DOES NOT MAKE ANY WARRANTIES UNDER THIS AGREEMENT. THE PROGRAM, THE Mister Horse PRODUCTS, THE LINK AND THE Mister Horse MARKS ARE PROVIDED “AS IS”. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Mister Horse DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
11. Limitation of Liability.
WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL OR DATA) RELATED TO THIS AGREEMENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING FROM OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF: (I) THE TOTAL MARKETING FEES PAID TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE MOST RECENT EVENT GIVING RISE TO THE CLAIM OCCURRED. THE LIMITATIONS IN THIS SECTION WILL NOT APPLY TO ANY WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF Mister Horse.
12. Termination.
You or we may, for any reason, terminate your participation in this Agreement at any time upon notice or by cancelling your access to the Portal. Following termination, we will pay you the unpaid Marketing Fees, if valid, that you earned prior to the date of termination. In case the unpaid Marketing fees are below the minimum threshold of $200, these shall be paid out only in case you have exceeded the minimum threshold during the duration of this Agreement at least once. This does not apply to termination due to your violation of any provision of this Agreement, in which case your right to any unpaid and accrued Marketing Fee expires. Immediately upon termination, all licenses granted to you under this Agreement shall be terminated, and you must remove any Link or any Mister Horse Marks from Your Services. Sections 9-14 of this Agreement will survive termination of the Agreement.
13. Amendments.
We reserve the right to modify the terms of this Agreement upon notice to you. We will provide notice of amendments by posting the revised Agreement to the Portal and updating the “Last Updated” date at the top of this Agreement, and in some cases, we may provide additional notice (such as via email). Your continued participation in the Program will confirm your acceptance of any amended terms of this Agreement. If you do not agree to any amendments, you must terminate your participation in the Program.
14. Other Terms.
This Agreement constitutes the entire agreement between Mister Horse and you concerning the subject matter hereof. You must ensure that your account information remains accurate and complete all times during your participation in the Program. Except as otherwise stated in this Agreement, any notices required under this Agreement will be sent to you at the email address maintained in your account, and to Mister Horse at legal@misterhorse.com, with "Mister Horse Referral Program” in the subject line. This Agreement will be governed by and construed in accordance with the laws applicable in the Slovak Republic. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may not assign your rights under this Agreement to any party without the consent of Mister Horse; Mister Horse may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. The courts of the Slovak republic have exclusive jurisdiction to hear and decide any suit, action or proceedings and to settle any disputes which may arise out of or in connection with this Agreement.
