Totalidea Software Affiliate Program

Terms and conditions

This Affiliate Agreement (this "Agreement") contains the complete terms and conditions between ourselves, Totalidea Software ("Totalidea"), and you (the "Affiliate"), regarding the promotion, on your website of the free (demo) versions of the Totalidea software products (the "Products").

Your acceptance of this Agreement constitutes your acceptance of the terms and conditions of this Agreement.

1. The Totalidea Affiliate Program and the Affiliate's website

The Totalidea Software Affiliate Program is not a re-selling program. There are no discounts on the Totalidea Sofware products available to affiliates, no free licenses, and no other rebate or similar discounts. The affiliate is not allowed to re-sell Totalidea Software products through own channels.

1.1. The license hereunder shall terminate upon the termination of this Agreement. Any transfer of assignment of the license or any part hereof, whether directly or indirectly, shall give Totalidea Software immediate cause to terminate this Agreement, without derogating from any other available legal remedy.
1.2. You are not permitted to provide downloads of the Products hosted on other servers which are not under your control, or under the control of Totalidea (i.e. the Totalidea website).
1.3. If you provide downloads of the Products from your own website, you are not permitted to charge your users for the download.
1.4. If you provide downloads of the Products from your website, you hereby undertake: not to intentionally create and/or introduce into the Products any virus, worm, trojan horse, cancelbot or other destructive or contaminating program or advise or permit any other party so to do.
1.5. Your website cannot be 'point, lottery, or rewards' based encouraging users to click on our banners or use our banners to generate revenue for users to win points, get rewards, or receive other incentives unless expressly approved in writing by Totalidea.
1.6. You will not publish or link to any unlawful, criminal, illegal or immoral content on your website and will furthermore refrain from any acts that may be infringing on intellectual property rights or any other third party rights, or that may be unlawful or that constitute an offence under the laws of any jurisdiction. You shall take all steps necessary to ensure that your websites do not contain any adult content nor link from, or to, any materials identical or similar to the ones listed below:
(a) explicit, vulgar or obscene language; (b) posting or referencing of sexually explicit images or other offensive content; (c) promoting adult services, such as sexual or escort services; (d) racial, ethnic, political, hate-mongering or otherwise objectionable content; (e) investment, money-making opportunities or advice not permitted under law; (f) gratuitous violence or profanity; (g) material that defames, abuses, or threatens physical harm; (h) promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.; (i) software pirating; (j) hacking or phreaking; (k) spamming; (l) any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic; (m) any illegal activity whatsoever; or (n) any matter which may reasonably be deemed or is commonly deemed questionable or controversial.
1.7. You will be solely responsible for the technical operation of your website and the accuracy and appropriateness of materials posted therein. You agree that your website will not, in any way, copy or resemble the look and feel of Totalidea's website nor will you create the impression that your website is Totalidea's website. You will indemnify and hold Totalidea harmless from all claims, damages, and expenses (including, without limitation, attorney's fees and expert witness fees) relating to the development, operation, maintenance, and contents of your website or any materials, products or services linked to therein.
1.8. Affiliate agrees to not send unsolicited mail or SPAM mail to promote any of Totalidea's products. Such action WILL RESULT in immediate termination of your account with a cancellation of any pending commissions.

2. Intellectual property rights

2.1. All intellectual property rights (including, without limitation, all patents, copyrights, and trade secrets) in, evidenced by, embodied, attached, connected, or related to Totalidea and/or the Content are and shall remain the exclusive property of Totalidea. You hereby agree and acknowledge that you have not, do not, and shall not acquire any rights with respect to the Totalidea's intellectual property and the Content.
2.2. You are not allowed to register any tradenames, trademarks, logos, domain names or any other names or signs similar to Totalidea's intellectual property rights.

3. Commission and tracking of sales

Current commission rates:

1-20 sales per month: 20% commission per sale
21-30 sales per month: 25% commission per sale
31-50 sales per month: 30% commission per sale
51 and more sales per month: 35% commission per sale

3.1. Totalidea will pay the Affiliate a commission for each Totalidea Product sold (less shipping, handling (13.9%) and taxes) which is identified by a visitor from Affiliate's web site using their unique Affiliate Link ID. For a sale to generate a commission, that customer must follow a special link from the Affiliate's website to the Totalidea website, make a purchase using the Totalidea secure online order form up to 60 days after their visit to the Affiliate's website, accept delivery of the Product(s) at the shipping destination, and remit full payment to Totalidea.
3.1.1. For security reasons payments are not possible by check, or PayPal. Payments are only possible to a bank account by wire transfer (10% fee).
3.2. You will be entitled to a commission at the rates set forth in the Totalidea affiliate webpage, as updated by Totalidea from time to time, at Totalidea's sole discretion. Totalidea may change the rate of your commission, or the commission of any other affiliate, at its sole discretion. Reporting and payments shall be effected through Totalidea 's affiliate program software and based on this affiliate plan terms and conditions. Your acceptance to such terms and conditions is a condition of your being Affiliate under this Agreement.
3.2.1. There are no commissions on sales of TweakVI Subscription Extensions and Account Reactivations.
3.3. Affiliate's commission will be send on a monthly basis. The Totalidea Affiliate Agreement states that we will not issue a payment until the affiliate's account balance at the end of the calendar month equals a minimum of $100. If the commission does not exceed $100 for the prior month, Totalidea reserves the right to hold payment until the next month or until commissions accumulate to $100 or more. Although the Affiliate Program is not limited to the U.S., all payments will be made in U.S. dollars.
3.3.1. If a qualifying sale is canceled or refunded, the related commission will be deducted from the next quarter's payment.
3.4. Tracking of sales will be handled by the Affiliate Link Software used by Totalidea for the Affiliate program. You will be issued a unique Affiliate Id, or unique URL, which allows the software to identify visitors from your site as originating from you. These visitors are tracked with this unique URL and sales are recorded with your Affiliate Id. To receive commissions, you must use your unique Affiliate ID Link provided to you at the time of signing up. The link may be in various forms such as a banner, image, or text. Affiliates will create a password and have complete access to their sales account 24 hours a day, seven days a week. Affiliate is solely responsible for insuring that their Affiliate Link is setup properly to qualify for commissions.
3.5. Totalidea will make every reasonable effort to track and pay commissions for all sales that apply to Affiliate. However, Totalidea is not responsible for technical problems, acts by third parties, or other events outside our reasonable control which may temporarily disrupt or diminish this service.
3.6. Totalidea aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total commissions paid or payable by Totalidea under this agreement. Affiliate understands that Affiliate tracking might never be 100% accurate and Totalidea is not responsible for inaccuracies that might occur beyond its control. Tracking of Affiliate sales depend on several factors which are out of the control of Totalidea. It is the goal of Totalidea to make Affiliate tracking as honest and accurate as possible, however, Totalidea cannot guarantee 100% tracking for situations beyond its control.

4. Termination

4.1. Totalidea reserves the right to terminate this Agreement at any time and for any reason whatsoever. Termination notice will be provided via e-mail and will be effective immediately. All moneys legitimately due to you will be paid during the next billing cycle, subject to Totalidea's rights to withhold and set-off any amounts Totalidea deems necessary to cover any liabilities it reasonably expects to incur as a result of any breach of this Agreement by You. You will render and/or erase from your website any and all Online Material provided under this Agreement.

5. General Provisions

5.1. Totalidea may modify this Agreement, at any time, at Totalidea 's sole discretion. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement and your continued participation in the Totalidea affiliate program.
5.2. Totalidea will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with the Content, this Agreement or the Totalidea affiliate program, even if we have been advised of the possibility of such damages. Further, Totalidea 's aggregate liability arising with respect to the Content, this Agreement and the Totalidea affiliate program will not exceed the total Commissions paid or payable to you under this Agreement. Totalidea does not accept any responsibility for loss or damage suffered by any person or body relying directly or indirectly on any information contained from the Content.
5.3. Totalidea make no express or implied warranties or representations with respect to the Content, the Totalidea affiliate program or any products or other items sold through the Totalidea affiliate program including without limitation warranties of accuracy, fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage).
5.4. Any notice to you shall be given by Totalidea to the e-mail address that you provided in the Affiliate control panel. Any such notice shall be considered to have been given two working days after the date it was sent by the email, with reference to the local date and time applicable to the receiver.

YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY SIGNING UP TO THE TOTALIDEA AFFILIATE PROGRAM YOU EXPRESSLY CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.