Affiliate Terms and Conditions

Effective Date: 30 September , 2024

Introduction

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These Terms and Conditions (‘Terms’ or the ‘Agreement’) of the Framedrop Affiliate and Client Referral Programmes (the ‘Programmes’) are binding on the participant in the Programmes (‘the Participant’) and Vetor Imperial Lda. (Framedrop), a private limited company, NIPC 516.402.617, with a registered office at Rua Carlos Ramos, Lote 14, 1.º Direito, 3030-777 Coimbra.

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1. Acceptance of Terms & Conditions

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If you wish to participate in the Program, you must read and accept these Terms and Conditions.

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If you have registered on behalf of an organisation, you will be deemed to have accepted these terms of use on behalf of that organisation.

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Approval of these Terms results in each Participant recognising the obligation to act in accordance with them, as defined herein. Any reservation on the part of the Participant regarding any point of these Terms will result in the rejection of the Terms and Conditions as a whole, and the Participant should not participate in the Program.

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If you do not agree with any of the Terms and Conditions set out herein, please refrain from using this website or the Program.

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2. Affiliate Program Description

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2.1. The Affiliate Programme gives you access to the possibility of earning commissions as compensation for promoting the video editing Services using Framedrop's AI software (the ‘Services’) available at https://www.framedrop.ai/affiliate (the ‘Website’) by generating online subscriptions to the Services.
2.2. To join Framedrop's Affiliate Program, the Participant must be a natural person, at least 18 years old, or a legal person, and must have their own platform to promote Framedrop's Services.
2.3. In order to register for the Program, the Participant must access the Platform's Website and consult the page dedicated to the program, located at https://framedrop.getrewardful.com, and may then access the links, banners, ads and other integration tools that connect to Framedrop's Website (together the ‘Links’).

2.4. Participants may include all or only some Links on their own websites (‘Participant's Website’). Users (the ‘Customers’) of the Service who access the Framedrop Website via a Link, and make a single subscription (the ‘Subscription’) to the Service during that same session are assigned to the Participant operating the Participant Website.

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2.5. Whenever these same users contract new subscriptions to the Service, during the term of this agreement and using the same initial subscription, the Participant will earn a commission for these subscriptions.

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2.6. Framedrop will pay you a one-off commission for each Subscription to the Service purchased during the contract term.

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2.7. Subscription means the first time a customer acquires the Services using the registration and acquisition process of one of Framedrop's subscription modalities.

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2.8. Participants will be remunerated by paying a commission of 25% of the value of each Subscription sold through the Participant's website, which may be changed at any time by Framedrop.

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2.9. No commission will be paid for the reactivation of cancelled Subscriptions or for the auto-renewals of existing Subscriptions.

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2.10. If a Subscription for which a commission is paid to a Participant is subsequently returned or refunded, the amount of said commission will be deducted from the subsequent payment to be made to the Participant.

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2.11. At the last day of each month, Framedrop shall pay, via Paypal, the calculated commissions (excluding fees and taxes required to withheld by law) due to the Participant, for each specific month.

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2.12. The payment of the amounts due to the Participant under this Program will only be granted when the Participant reaches the minimum amount of $20 (twenty) dollars (US) as a commission.

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2.13. If the Participant never reaches the minimum amount of $20 (twenty) dollars (US) by way of commision, such Participant will not be entitled to any remuneration.

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2.14. Provided that the payment of the amounts due to the Participant for each month of participation under this Programme will be made via PayPal, the Participant hereby accepts and acknowledges that the receipt of such amounts will not be immediate and may take up to 5 working days to be effective.

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3. Information Verification

3.1. In order to join any of the Programmes, you must register via the respective websites, providing Framedrop with true, accurate and complete information.
3.2. If any of the information provided changes, you must immediately update your registration information.
3.3. Framedrop has the right, at any time, to confirm or verify, at its own discretion, the truthfulness and accuracy of any information provided at the time of registration.
3.4. Please note that if Framedrop in good faith proves that any information provided is false, misleading or inaccurate, it may restrict, deny or terminate your account, access or use, and/or any benefits that result from your participation in the Program, and may withhold payment of commissions or amounts that are or become due to it, and may charge fees to compensate Framedrop for the steps it must take in connection with investigating and/or verifying such information and whether it complies with the provisions of these Terms and Conditions.

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4. Restrictions on Participation

4.1. Participants' Sites may not publicise or promote any of the following content and activities:
1. a) Material with sexual or inappropriate content;
2. b) Violent messages that promote
3. c) Valorisation or discrimination based on race, sex, religion, nationality, physical disability, sexual orientation or age;
4. d) Promoting illegal activities;
5. e) Promoting or disseminating defamatory, insulting content or any material that infringes the rights of third parties;
6. f) Content that is incompatible with Framedrop's practices or policies;
7. g) Practising the sending of unsolicited messages for the purpose of promoting goods and services (spam) to users of the Participant who registers with the Service; or
8. h) Any other content or activity that Framedrop considers of its own free will to be reprehensible.

4.2. The Participant declares, warrants and guarantees that its business and activity does not cause, and may not cause, Framedrop to violate any law, rule or regulation and the Participant shall defend and indemnify Framedrop in the event of any liability arising from such non-compliance.

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5. New Customers

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5.1. Any User who purchases a subscription through this program is considered a Framedrop Customer.
5.2. The Participant does not have the authority to make or accept any offer on behalf of Framedrop.
5.3. All Framedrop policies applicable to or intended for its Users, including pricing and troubleshooting issues, will apply to these consumers.
5.4. Framedrop is not responsible for any statements or representations made by the Participant that contradict Framedrop and Framedrop's Service policies.
5.5. Framedrop shall be solely responsible for processing each Subscription. The payment process, cancellations and refunds and Customer support are also the responsibility of Framedrop.
5.6. Any rules, operating procedures or policies of Framedrop relating to Client Subscriptions, including the Platform's Terms and Conditions and Privacy Policy, shall apply to all Subscription orders.
5.7. Framedrop reserves the right to reject any Subscription order that does not comply with its rules, procedures or policies.
5.8. The Participant is not permitted to make any exceptions to the rules, procedures or policies of the Framedrop Service or to communicate those same rules to Subscribers, except in the case of having obtained Framedrop's prior authorisation, which shall be provided at Framedrop's sole and exclusive discretion.

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6. Subscription Tracking

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6.1. Framedrop shall be solely and exclusively responsible for tracking subscription sales.
6.2. Statements describing subscription sales will be provided to the Participant under the terms mentioned above.
6.3. To protect the privacy of Framedrop's Customers, their names and other personal data will not be provided to the Participant.
6.4. All Client and User information collected by Framedrop is the sole and exclusive property of Framedrop.

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7. Intellectually and Industrial Property Rights

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7.1. Framedrop shall in no way be held liable if the Participant uses third-party material protected by intellectual or industrial property rights without being authorised to do so and in violation of the law.
7.2. The Participant acknowledges and accepts that Framedrop owns all rights, titles and interest in all patents, copyrights, trademarks, trade secrets, trade names and other intellectual property contained in the Framedrop Website, the Affiliate and Referral Programme, the Links and the Service or in any software or content provided by Framedrop in connection with this agreement (the ‘Framedrop Intellectual Property’).
7.3. The Participant shall not infringe such Framedrop property rights and shall not attempt to register any of the Framedrop Intellectual Property in any jurisdiction.
7.4. Framedrop grants the Participant, following these Terms and Conditions, a non-exclusive, non-transferable licence to use Framedrop's Intellectual Property contained in the Links, subject to Framedrop's prior approval to execute this agreement and described herein.
7.5. Under these Terms and Conditions, no right, title or interest shall be granted concerning Framedrop's Intellectual Property, except for the right to use the Program under these Terms and Conditions, and the Participant acknowledges and accepts that such use is made for the benefit of Framedrop.
7.6. The Participant shall use Framedrop's Intellectual Property as it is provided by Framedrop, and shall not make any changes thereto.

7.7. At Framedrop's request, the Participant shall immediately and completely cease the use, on the Participant's Website or elsewhere, of any Framedrop Intellectual Property.

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8. Website Interruption

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8.1. At Framedrop's request, the Participant shall immediately and completely cease the use, on the Participant's Website or elsewhere, of any Framedrop Intellectual Property.
8.2. The Participant agrees that he/she will not attempt to hold Framedrop liable for any consequences arising from such interruptions.

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9. Modifications

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9.1. Framedrop reserves the right to change these Terms and Conditions at any time by publishing a new version of the Terms and Conditions reflecting such changes on the Website, on the Affiliate Program.
9.2. Any changes to these Terms and Conditions will come into force immediately after their publication on the Website.

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10. Contract Terms

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10.1. This Agreement shall be effective from the day it is accepted by the Participant and shall remain in force until terminated by the Participant or Framedrop under the provisions of this Agreement (the ‘Term’).
10.2. Either party acting within the scope of its free will may choose to cancel this Agreement at any time by giving written notice to the counterparty informing it of its intention.
10.3. Such cancellation shall take effect 3 days after the required communication.
10.4. The Participants recognise that Framedrop may terminate the Contract if the Participant does not receive any benefit for a consecutive period of 30 days.
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10.5. In addition, Framedrop may terminate this Agreement immediately upon notice to the Participant of a breach of any provision of this Agreement.

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10.6. Any provision of this Agreement that by its nature should remain in effect after the execution, termination or cancellation of this Agreement shall remain in effect even after its execution, termination or cancellation.

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11. Disclaimer of Warranties

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11.1. Framedrop makes no warranties or representations concerning the Framedrop Affiliate Program, the Framedrop Website or the Services, express or implied, including without limitation any commercial or fitness-for-purpose warranties or performance warranties or any other warranties arising out of the performance of this agreement, course of dealing or trade usage, howsoever arising and even if arising by operation of law.

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11.2. Furthermore, Framedrop expressly disclaims any obligation to indemnify the Participant or any of its representatives or owners in any legal action or proceeding brought as a result of the Participant's use of the Framedrop Website or the Services.

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12. Limitation of Liability

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12.1. Framedrop shall not be liable for any direct or indirect, special, consequential damages or for any loss of revenue or profits occurring under or in fulfilment of this agreement.
12.2. Furthermore, Framedrop's liability under this Agreement or this Programe shall never exceed the total commissions and payments made or payable by Framedrop to the Participant by this agreement.
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13. Notices

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All notices and requests in connection with this Agreement shall be made by e-mail and shall be deemed given on the day they are sent.

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14. Representations and Warranties

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The Participant represents and warrants that it has the necessary, powers, rights, authority and capacity to enter into this Agreement and to perform the obligations to which it is bound hereunder and that the performance and fulfilment of its obligations under this Agreement will not violate the rights of any third party or any law or regulation applicable to it.

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15. Indemnity

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The Participant shall defend, indemnify and hold harmless Framedrop or any partner company, subsidiary and affiliates, or their managers, representatives, employees, affiliates or agents against any legal action, claim, basis, debt or liability, including for legal expenses, provided that (i) it arises from the Participant's culpable breach of its representations, warranties and obligations under this Agreement; (ii) which arises from the negligence or mere fault of the Participant; (iii) or which arises from the violation by the Participant of any federal, national or local law or regulation applicable to it.

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16. Miscellaneous

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16.1. The Participant and Framedrop are independent entities and nothing in this Agreement is intended to or shall create between the parties any form of partnership, joint venture, agency relationship, franchise, sales representative or employment relationship.

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16.2. In the event of any conflict or doubt between this Portuguese version of the Terms of Use and its version in any other language, the Portuguese version shall prevail.

Affiliate Program Terms and Conditions

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