Dynimize Affiliate Program - Terms and Conditions

Dynimize Affiliate Program
Terms and Conditions

Last updated May 11, 2020

1. Affiliate Agreement

This Agreement (collectively, with the Website Terms of Service, located at www.dynimize.com/legal/website-terms-of-service, the "Agreement") describes the terms and conditions for participation in the Dynimize Affiliate Program (the "Program"). This Agreement is a legal agreement between you (the "Affiliate") and Dynimize, Inc ("Dynimize").

2. Modification

Dynimize may change any of the terms and conditions within this Agreement at any time and at its sole discretion. If any of these changes are unacceptable to the Affiliate, the Affiliate's sole recourse is to terminate this Agreement. Continuing to participate in this program once notified of these changes indicates your acceptance of these changes.

3. Promotional Code

You may provide a promotional code (a "Promo Code") to an end user (the "User") of Dynimize Software (the "Application"). When a User first registers their computer or virtual machine (a "Host") with the Dynimize Licensing System for use with the Application, they can submit this Promo Code to obtain a 20% discount on successful future payments (the "Charges") made to Dynimize for use of the Application on the Host.

4. Affiliate Links

You may create links from your websites to any web page within the dynimize.com domain using a Referral Link (a "Link") as described on the Dynimize Affiliate Program page. Any browser that loads a web page through one of your Links will set a cookie (a "Cookie") within the browser if cookies are enabled on that browser. This Cookie will be set to a unique value (the "Affiliate ID") that is only associated with you, the Affiliate. This Cookie will not have an expiration. If the User later signs up for a Dynimize account using a web browser where the last Cookie that has been set contains the value of your Affiliate ID, this new Dynimize account will then be tagged with only your Affiliate ID. When the User then registers a Host with the Dynimize Licensing System using a Dynimize account tagged with your Affiliate ID, and they do not submit a Promo Code during this Host registration, the Host will then be registered with your Affiliate ID within the Dynimize Licensing System.

5. Commissions

Dynimize will pay to Affiliate 50% of the User Charges incurred by Hosts registered with either Affiliate's Promo Code or Affiliate ID, as commission. All 50% commission will be on Charges net of discounts and refunds (the "Commission"). If Dynimize decides not to charge a User for a given use case of the Application, no Commissions will be paid to Affiliate for that use case.

Once a Host is registered with an Affiliate's Promo Code or Affiliate ID, Dynimize will continue to pay the Affiliate the Commission for all future Charges associated with that Host, even if this Agreement has been terminated. Dynimize may decide at its sole discretion, at any time and without notice what amount to charge a User for use of the Application, so long as the charges abide by the agreements between the User and Dynimize.

6. Payouts

Commission payouts will be made to the Affiliate's PayPal account within 90 days of when funds from User Charges have been received by Dynimize. The Affiliate will provide the email address associated with the PayPal account for which they wish to receive such payouts. This PayPal account email address will be registered using the Affiliate Portal accessible from the Affiliate's Dynimize account on the website www.dynimize.com (the "Website"). A minimum total commission of $10 USD must be accumulated before a payout can occur.

7. Restrictions

At its sole discretion, Dynimize reserves the right to refuse entry or revoke access to any individual, website or entity from the Program for any reason. Amongst other reasons, Dynimize will refuse entry or revoke access to any individual or website that:

i. Promotes sexually explicit materials

ii. Promotes violence

iii. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

iv. Promotes or engages in illegal activities

v. Engages in spam

vi. Fails to abide by the following rules of conduct:
- a. If writing about or recommending Dynimize, you must take the approach of an honest and unbiased educator, not a salesman. Your goal within the Program is to spread awareness about Dynimize and it's potential benefits. Dynimize is by no means an appropriate solution for all performance problems and has its limitations. Affiliate will learn about these limitations before recommending Dynimize to Users, and make sure that these Users are aware of these limitations.
- b. You will refrain from licensing Dynimize with your Promo Code for a client or third party without their permission, or when it provides no foreseeable net benefit to them, and only serves the purpose of generating a commission.
- c. You will disclose to those using your Promo Code that you are a Dynimize Affiliate or Affiliate.
- d. You will refrain from using spam to promote Dynimize.
- e. You will abide by the rules of any website where you promote or discuss Dynimize.
- f. You will not hide your identity or misrepresent yourself when promoting or discussing Dynimize.
- g. You will not collect commission for your own Dynimize user accounts.

8. Permitted Usage of Copyrighted Materials (the "Materials")

Affiliates are permitted to use the Dynimize logo, written material, graphs or diagrams found on the Website for the purpose of educating others about Dynimize.

9. Termination

At any time either party may terminate this Agreement without cause. Upon such termination, Affiliate will refrain from using any Materials, and will immediately remove such Materials from any websites where Affiliate or Affiliate's associates placed them, unless given consent from Dynimize outside of this Agreement.

10. Limitation of Liability

Dynimize will not be held liable for indirect, special, or consequential damages (or any loss of revenue, profits, expenditures or data) arising in connection with this Agreement or the Program, or from encouraging an Affiliate to recommend the Application to a User, or from encouraging an Affiliate to install and run the Application on a User's system, even if Dynimize has been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commissions paid or payable to the Affiliate through this Agreement.

11. Disclaimers

Dynimize makes no express or implied warranties or representations with respect to the Program or an Affiliate's potential to earn income from the Program. Dynimize makes no express or implied warranties or representation that the operation of the Application, the Dynimize Licensing System, or the Website will be uninterrupted or error-free, and Dynimize will not be liable for the consequences of any interruptions or errors. Affiliate accepts that Application, the Website and the Dynimize Licensing system are provided "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind.

12. Miscellaneous

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

By participating in the Program, you acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.

13. Entire Agreement

This Agreement, including all related agreements and policies incorporated by reference herein, constitutes the entire agreement between you and Dynimize, Inc. regarding your involvement in the Program and supersedes all prior and contemporaneous written or oral agreements between you and Dynimize, Inc.