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LVL 11 - ELEVATE YOUR ECOMMERCE EXPERIENCE Terms
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TERMS AND CONDITIONS These Terms and Conditions (the “Agreement”) is made and entered into as of (the “Effective Date”), by and between: Label Products B.V., a Company duly incorporated in the Netherlands with Chamber of Commerce (KvK) number 65041976, whose registered address is at Steenovenweg 5, 5708 HN Helmond, the Netherlands, hereafter referred to as “Advertiser”. AND: The Person or Company representative signing up to the LVL11 affiliate program via https://lvl11.everflowclient.io/affiliate/signup or with help from one of LVL11 representatives, hereinafter referred to as “Publisher”. Hereinafter individually referred to as “the Party” or jointly as “the Parties”. RECITALS 1. The Advertiser owns and sells products 2. Subject to the terms and conditions set forth in this Agreement, the Publisher is willing to promote the products owned by the Advertiser on their traffic source. 3. In return, the Advertiser is willing to pay the Publisher a fee specified below. THE PARTIES AGREE: I. DEFINITIONS (A) “Advertiser Website” shall mean the website(s) owned, operated and/or controlled by the Advertiser that displays or provides access to the Products. (B) “User” shall mean users of, or persons who otherwise access, the Advertiser Website. (C) “Sale” shall mean a purchase made by the User on the Advertiser Website as a result of which the Advertiser receives compensation. (D) “Traffic” is space on online platforms bought by the Publisher, for the purpose of promoting Advertiser’s products (E) “Confidential Information” shall mean any non-public or proprietary information provided by one party to the other during the Term, including without limitation, information concerning the Websites’ or Publisher products and services, financial affairs, partnerships, marketing plans or strategies, current or future business opportunities, technology, websites, customer relationships, and contact lists. For purposes of this Agreement, Confidential Information shall not include information the receiving party can document: (i) was or has become readily available to the public without restriction through no fault of the receiving party, its employees, or its agents; (ii) was received without restriction from a third party lawfully entitled to possess and disclose such information; (iii) was rightfully in possession of the receiving party without restriction prior to the other party’s disclosure of such information to the receiving party; or (iv) was disclosed pursuant to the written consent of the other party. II. SERVICES (A) The Publisher buys traffic. The Publisher promotes and publishes the Advertiser’s products on their traffic sources. (B) Advertiser shall use any Sales provided hereunder, and any information pertaining to such Sales obtained as a result of this Agreement (whether received from Publisher or from the User) (“Related Information”), only for the purposes of Advertiser’s own marketing and at all times in compliance with EU data protection regulation. For purposes of this Agreement, Sales and Related Information shall be considered Confidential Information of Publisher. (C) All marketing efforts, solicitations, advertising copy, and any other communications with Users as a result of this Agreement shall be in a professional manner consistent with this Agreement and any other further agreements made between the Parties. (E) Advertiser shall use the Sales and/or Related Information at all times in compliance with: (i) all applicable national, and local laws, statutes, rules, regulations and ordinances,; (ii) all applicable privacy and data protection laws, rules and regulations; and (iii) all applicable regulations, rules and policies published by the Direct Marketing Association. (F) Advertiser shall not use the Sales and/or Related Information, either in whole or in part, as a factor in: (i) establishing the User’s eligibility for credit or insurance; (ii) connection with underwriting individual insurance; (iii) evaluating an individual for employment or promotions, reassignment or retention as an employee; (iv) connection with a determination of an individual’s eligibility for a license or other benefit granted by a governmental authority; or (v) any other manner in which the usage of the Sales and/or Related Information or any information contained therein would cause such to be construed as a Consumer Report, having jurisdiction over Publisher, any of its successors, or the Sales and/or Related Information. III. PAYMENT AND PAYMENT METHOD (A) Advertiser shall pay Publisher fees (the “Fees”) in an amount equal to the rate indicated under ‘Revenue’ on the tracking platform ‘lvl11.everflowclient.io’. Advertiser shall have no obligation to pay for any duplicate Sale (a Sale that Publisher has previously delivered to Advertiser); provided, however, that Advertiser must identify any such invalid Sale to Publisher, together with the reason for such invalidity, not later than thirty (30) days after receipt of such Sale from Publisher, and that Advertiser may not utilize any Sale reported as invalid for any purpose. (B) As compensation for publishing and promoting the Advertiser’s products hereunder, the Advertiser shall payout the Publisher per Sale. The Advertiser shall payout when the Publisher’s promotion has generated at least five hundred (500) US dollars’ worth of Sales in a week. If the five hundred (500) US dollars weekly threshold has not been reached, then a cumulative payout applies. A cumulative payout refers to Advertiser paying the Publisher only when the Publisher has generated five hundred (500) US dollars’ worth of Sales. (C) Payment shall be made by the Advertiser to the Publisher via Wire transfer or any other means agreed in writing between the Parties. (D) The Advertiser will not pay for any traffic sources listed under provision XV. IV. NO ASSIGNMENT OR RESALE OF AGREEMENT Neither party may assign its rights or obligations under this Agreement without written consent from the other party, which shall not be unreasonably withheld or delayed; provided, however, nothing shall prevent either party from assigning its rights or obligations hereunder to a successor in ownership in connection with any merger, consolidation, or Sale of substantially all of the assets of the business of the assigning party, or any other transaction in which ownership of more than fifty percent (50%) of the assigning party’s voting securities is transferred. V. NO OTHER WARRANTIES Except as expressly provided in this agreement, Publisher makes no warranty whatsoever, express or implied, as to the products, services, and/or information provided hereunder. Advertiser understands and agrees that any information provided hereunder represents self-reported information from individual Users and is provided on an as-is basis. Publisher makes no warranty as to whether Advertiser will realize any profit or receive any payment as a result of the Sales provided. Publisher disclaims any warranties that could be implied in contract, in law, or in equity, including without limitation, any implied warranty of merchantability, fitness for a particular purpose, quality, accuracy, completeness, reliability, or performance, or arising from usage of trade, course of dealing, or course of performance. VI. LIMITATION OF LIABILITY In no event shall Publisher be liable for any special, indirect, incidental, consequential, punitive, or exemplary loss, damage, or expense in connection with this agreement, including, without limitation, damages relating to loss of profits, income, or goodwill, even if Advertiser is aware of the possibility of damages. In no event shall Publisher liability (whether in contract, tort, or otherwise) for monetary damages under this agreement exceed the fees paid by Advertiser to Publisher hereunder. VII. INDEMNIFICATION (A) Advertiser agrees to indemnify, defend, and hold harmless Publisher and its officers, directors, employees, representatives, agents, subsidiaries, and affiliates, from and against any and all third party claims, actions, liabilities (including all reasonable costs, expenses, and attorneys' fees) arising from or in connection with (1) any claim that Advertiser’s use of the Sales or Related Information violates any law or privacy or publicity right, intellectual property right, or any other right; (2) the products, services, and/or counsel provided by Advertiser to its customers and/or an Publisher Sale; (3) any communications by Advertiser to individuals to which the information in any Sale pertains, or (4) Advertiser’s breach of any of its obligations, representations, or warranties under this Agreement. Publisher shall promptly notify Advertiser in writing of all such claims and shall accommodate Advertiser’s reasonable requests for cooperation and information. Publisher shall agree to Advertiser’s sole control over the defense and any settlement of such claims; provided, however, that Advertiser shall not agree to any settlement that could adversely affect the rights or interest of Publisher without the express written consent of Publisher. (B) Publisher agrees to indemnify, defend, and hold harmless Advertiser and its officers, directors, employees, representatives, agents, subsidiaries, and affiliates, from and against any and all third party claims, actions, liabilities (including all reasonable costs, expenses, and attorneys' fees) arising from or in connection with (1) any claim that the products and/or services provided by Publisher hereunder violate any law or privacy or publicity right, intellectual property right, or any other right, except to the extent that such claim is based on any action or omission of Advertiser; or (2) Publisher breach of any of its obligations, representations, or warranties under this Agreement. Advertiser shall promptly notify Publisher in writing of all such claims and shall accommodate Publisher reasonable requests for cooperation and information. Advertiser shall agree to Publisher sole control over the defense and any settlement of such claims; provided, however, that Publisher shall not agree to any settlement that could adversely affect the rights or interest of Advertiser without the express written consent of Advertiser. VIII. AUTHORITY Publisher and Advertiser each represent and warrant to the other party that (a) such party has the full corporate power and authority to enter into this Agreement, to perform the acts required of it hereunder, and (b) this Agreement constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as such may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar law affecting the enforcement of creditors’ rights generally and except as may be limited by federal principles of equity. IX. AGENCY If an agency signs the Agreement, it does so as Advertiser’s agent, and Advertiser and agency will be jointly and severally liable for all obligations hereunder. Agency represents that it has full authority to act on Advertiser’s behalf, provided, however, that nothing herein will release Advertiser or agency from any obligation or liability hereunder, and Publisher may look to Advertiser or agency for performance of all obligations under this Agreement. X. FORCE MAJEURE Neither party shall be liable for delays or nonperformance of this Agreement if such delay or nonperformance was caused by: (a) act of God, act of war, strike, fire, natural disaster, or accident; (b) lack of availability of materials, fuel, or utilities; or (c) any other cause beyond such party’s control. XI. CONFIDENTIAL INFORMATION From the Effective Date, each party will keep strictly confidential all Confidential Information disclosed by the other party, except to the extent an applicable governmental law, order, decree, regulation, rule, or process requires disclosure. In the event of such required disclosure, the receiving party shall provide written notice thereof to the disclosing party as soon as reasonably possible and shall reasonably cooperate with the disclosing party in resisting the disclosure of or obtaining confidential treatment for such Confidential Information. XII. TERMINATION (i) This Agreement shall take effect on the Effective Date and shall, unless otherwise terminated in accordance with the provisions hereof, continue in effect for an indefinite term of years. (ii) This agreement, having become effective as of the Effective Date hereof, shall continue in effect unless: a) either of the Parties are in breach of any term of this Agreement and have not corrected such breach to a reasonable satisfaction within 7 days of the notice of the breach by the other Party. b) either of the Parties become insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization, or dissolution, or makes an assignment for the benefit of creditors. (iii) Either party may terminate this Agreement by written notice to the other at any time giving the other Party forty eight (48) hours’ notice. (iv) Termination under this clause shall not affect any other rights or remedies the Parties may have. X. AMENDMENTS This Agreement may be modified or amended only by a written agreement signed, whether digitally or manually, by duly authorized representatives of both Parties. XIII. GOVERNING LAW AND JURISDICTION This Agreement and all applicable IOs and Addenda shall be governed by and construed in accordance with the laws of The Netherlands, without giving effect to principles of conflicts of law, and the Parties consent to the exclusive jurisdiction of the courts of Amsterdam. XIV. MISCELLANEOUS This Agreement and all applicable IOs and Addenda: (i) may be amended only by a written agreement executed by an authorized representative of each party; (ii) constitute the complete and entire expression of the agreement between the parties, and shall supersede any and all other agreements, whether written or oral, between the parties. In the event that any provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. All notices, demands and other communications hereunder must be in writing or by written telecommunications and will be deemed to have been duly given (a) if mailed by certified mail, postage prepaid, on the date three days from the date of mailing, (b) if delivered by overnight courier, when received by the addressee or if sent by confirmed telecommunication, one business day following receipt by the addressee at the addresses set forth on the Agreement, or such other address as either party may specify in writing. By signing, Publisher acknowledges and affirms that Publisher has read, understands, and agrees to the provisions of this Agreement between Advertiser and Publisher. In the event of a conflict between this Agreement and any other attachment or other document, this Agreement shall govern. XV. TRAFFIC SOURCES Please note that the following traffic sources are not allowed under any circumstances on Lvl11 offers. • Iframe • Autosubscription • Incentive traffic • Fraud traffic If Found by Lvl11, all made Sales will be indemnified and will not be paid out to partner.
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