Partner Program Service Agreement

Posting Date: March 8, 2016
Effective Date: March 22, 2016


FOLLOWING ARE THE TERMS ON WHICH SEDO OFFERS YOU ACCESS TO OUR PARTNER PROGRAM SERVICE.

THIS IS THE PARTNER PROGRAM SERVICE AGREEMENT (THE "AGREEMENT" OR "PARTNER PROGRAM SERVICE AGREEMENT") THAT CONTAINS THE TERMS AND CONDITIONS ("T&C") APPLICABLE TO YOUR USE OF THE PARTNER PROGRAM SERVICE ("SERVICE" OR "SERVICES") AS DESCRIBED AND AVAILABLE UNDER OR THROUGH THE DOMAIN, SUB-DOMAINS, AND AFFILIATED DOMAINS OF WWW.SEDO.COM (COLLECTIVELY, THE "SITE"). IF YOU ("YOU" OR "USER" OR “PARTNER”) DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS FOR SEDO’S PARTNER PROGRAM SERVICE, DO NOT USE OR ACCESS THIS SERVICE.

You must read, agree with and accept all of the terms and conditions contained in this Agreement which include those terms and conditions expressly set out below and those incorporated by reference, before You may use the Service. This Agreement is effective upon the earlier of: (i) Your first use of the Service for any reason; (ii) the Effective Date noted on the posted version of the Agreement. Sedo may elect to discontinue offering the Service, or any portion thereof, at any time for any reason, with or without advance notice.

1. Modification of This Agreement

If Sedo intends to amend this Agreement, Sedo will notify You thereof. If You do not object thereto in due form or in due time, the amended Agreement shall take effect two (2) weeks after receipt of the notice. An objection is only deemed to have been made in due form and in due time if it is made in writing and is received by Sedo within two (2) weeks after receipt of the notice. Sedo shall notify You of the possibility of filing an objection and of the form and time limit thereof and the legal consequences of failing to file an objection in due form and in due time.

2. Acceptable Use

At all times Your use of the Service must be in compliance with this Agreement and the Acceptable Use Policies posted on the Sedo website under Policies, which are hereby incorporated by reference. If You violate the Acceptable Use terms described herein, Sedo may, in its sole discretion, with or without notice, terminate Your access to the Service.

As a condition of Your use of the Service, You warrant to Sedo that You will not use the Service for any purpose that is unlawful or prohibited by this Agreement.

3. Partner Program Service

3.1 Description of Service

The Partner Program (“Partner Program” and/or “Partner Service” and/or “Service”) is an optional service for Users that have a valid Sedo User Account and a website owned or operated by them whereby, upon application and acceptance to the Service, the User can generate revenue by fulfilling certain requirements described during the application process of each individual Sedo Partner Program Service (each a “Campaign”).

3.2 Costs

Sedo’s Partner Program Service is free of charge for Users.

3.3 User Obligations

In order to participate at the Sedo Partner Program You are obliged to sign up as a Sedo Partner and add an Approved Link to Your website.

3.3.1 Illegal Content or Subject Matter

You warrant and guarantee that all Your websites that participate in any of the Sedo’s Partner Program Services shall not contain illegal content or subject matter.

3.3.2 Code Modification

Referral links located on User’s website must follow the format and coding as provided by Sedo in the Partner Program section of User’s Account or by a Sedo representative in order to generate a Partner Balance for User’s Campaign (“Approved Link”). The Sedo HTML/JavaScript code must be pasted directly into the web page without any modification. You are not allowed to create any script (JavaScript, VBScript, etc.) that would interfere with the Sedo ad code or its tracking and/or alter the code without Sedo’s prior written consent. Partner is also entitled to create its own advertising material which shall comply with Sedo’s implementation description/policies as specified by Sedo. Advertising material in this sense means any creative content including but not limited to hyperlinks and banners promoting Sedo’s services or products that is placed on the Partner’s website(s). Failure to comply with these terms or misuse of the Partner ID association with Your User Account in any way may be grounds for permanent deactivation from the Partner Program and forfeiture of all earned Partner Balances at Sedo’s sole discretion.

3.3.3 Spam

Unsolicited email generated by the User may be grounds for permanent deactivation from the Partner Program and forfeiture of all earned Partner Balances at Sedo’s sole discretion.

3.3.4 Deactivation and Termination of Services/Account
You agree that if You do not comply with the User Obligations defined under section 3.3 of this Agreement and/or any of the policies listed herein, Your use of the Sedo Partner Program Service and/or Sedo User Account may be deactivated at Sedo’s sole discretion. Any and all generated Partner Balances may be deleted from Your Account. Sedo reserves the right to immediately stop providing the Service to any User for any reason whatsoever.

3.4 Generation of Partner Balance and Payment

Should a visitor to the User’s website click on an Approved Link directing them to Sedo’s Site and during that visit to Sedo’s Site purchase a service identified under the Campaign settings in the Partner Program section of User’s Sedo Account, then a referral balance in an amount equivalent to a percentage of the applicable service fee earned by Sedo shall be credited to the User’s Account according to the rates posted in the Partner Program section of the User’s Account at a time determined at Sedo’s sole discretion (“Partner Balance”).

The total Partner Balance generated shall be paid out to the User, so long as there are no indications of Invalid Actions, as defined below under section 3.5 of this Agreement, or active legal disputes in relation to User's use of the Partner Program Services, on or about 15 business days after the end of each calendar month for all amounts earned during the prior month less any amount that Sedo determines, in its sole discretion, was not validly earned.

Any unredeemed Partner Balance that has yet to expire will be held until the month in which the total amount due exceeds the chosen minimum payment amount for the chosen payment method or until the participation in the Partner Program has ended, in which case final payment will be made by method chosen by Sedo in its sole discretion and any unredeemed Partner Balances less than $20 shall be forfeited.

If a Partner Balance is not redeemed by the User within twelve (12) months after being generated, for whatever reason, then the Partner Balance shall expire and may no longer be redeemed.
Sedo reserves the right to reject payment requests to unconfirmed PayPal accounts. In addition, Sedo reserves the right to demand verification of User identity before releasing Partner Balance payments to said User.

Partner Balances resulting from use of the Partner Program Service are subject to revision for reasons including, but not limited to, accounting corrections, canceled service orders, fraudulent sales, or unsuccessful domain transfers. Sedo will only pay Partner Balances that correlate to the actual share of revenue that Sedo actually receives.

In the event that Sedo discovers a mistake in a month's Partner Balance already paid to User, User agrees they are obliged to cooperate with Sedo to correct the accounting discrepancies, including returning any unearned Partner Balance mistakenly paid, so long as Sedo attempts to contact the User within 30 days of discovering the mistake.

PLEASE BE ADVISED THAT STATISTICS DISPLAYED IN YOUR ACCOUNT, ON THE SEDO MARKETPLACE OR OTHERWISE COMMUNICATED TO YOU BY SEDO ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT REFLECT REAL TIME ACCURATE ACCOUNTINGS OF PARTNER BALANCES.

3.5 Invalid Actions

3.5.1 Multiple Accounts

Users are not permitted to use the Partner Program Service to refer further accounts which belong to, or are managed by You. This includes accounts of persons from the same household (e.g. family members) and individuals living together, accounts from the same or related company, accounts with the same bank details, and accounts using the same address (location) or sharing a computer. Only separate and distinct users without any reference to one another can be referred to the Sedo Partner Program. You are not allowed to earn Partner Balances from these referred accounts and Sedo reserves the right to suspend the Campaign and/or delete any commission generated by the User without further notice or reasons.

3.5.2 Benefitting from Your own transaction

Users are prohibited from earning Partner Balances from any transaction in which they are directly involved including but not limited to any purchase or sale of a domain where the User’s Account is involved as the buyer or seller.

3.5.3 Cancellation

Sedo reserves the right to suspend the Campaign and/or delete any Partner Balances which are accrued through these transactions without further notice or reason.

3.6 Right to Terminate Service and Effect of Termination

Sedo reserves the right to terminate or discontinue provisions of the Partner Program Service at any time, without reason and without prior notice to the User. Upon termination, You will no longer have access to any data or information You had previously created, maintained, managed, or stored in Sedo's systems. Sedo is under no obligation to maintain any such data or information unless required by law.

3.7 Limitation of Liability and Warranty Disclaimer

Sedo does not guarantee the success of any purchase attempted by a visitor sent to Sedo’s Site by the User.

SEDO AND ITS LICENSORS MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT. PARTNER PROGRAM STATISTICS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. SEDO MAKES NO GUARANTEE AS TO THE ACCURACY OF ANY STATISTICAL INFORMATION PROVIDED.

3.8 Intellectual Property

Sedo maintains all right, title and interest, including without limitation all intellectual property rights relating to Sedo’s Services. Any rights not expressly granted herein are reserved. User shall not, and shall not allow any third party to: (a) modify, adapt, translate, prepare derivative works from, decompile (except to the extent allowed by law), reverse engineer, disassemble, or otherwise attempt to derive source code from Sedo’s Services, the Partner links, or any other technology or documentation obtained from the Partner Program Service; (b) crawl, index or in any non-transitory manner store or cache information obtained from the Partner Program Service; or (c) engage in any action or practice that reflects poorly on Sedo.

THE USER HEREBY INDEMNIFIES SEDO IN FULL SCOPE FROM ANY AND ALL POSSIBLE CLAIMS AGAINST SEDO IN RELATION TO USER'S VIOLATION OF THESE OBLIGATIONS.