1. This agreement is made and entered into on 25 October 2021 between you ("Affiliate") and Just Great Software Co. Ltd. ("Vendor").
2. Vendor extends Affiliate the right to place links on Affiliate's web site and in Affiliate's mailings to Vendor's web sites and to the free evaluation downloads of the software sold by Vendor. Vendor extends Affiliate the right to use Vendor's trade marks and images of Vendor's software on Affiliate's web site and in Affiliate's mailings. Vendor extends Affiliate the right to distribute unmodified copies of the latest version of the free evaluation downloads of the software sold by Vendor. Vendor does NOT extend Affiliate the right to use or copy other materials copyrighted by Vendor, including but not limited to text and graphics on Vendor's web site. Affiliate is welcome to link to these materials and to write Affiliate's own promotional texts. All the rights extended by Vendor to Affiliate in this agreement will be automatically revoked when this agreement is terminated.
3. Affiliate will use the rights mentioned in article 2 solely for the purpose of promoting the software sold by Vendor, and for referring potential customers to Vendor's web site, and for encouraging potential customers to download, install and try the free evaluation versions of the software sold by Vendor.
4. Vendor will use industry standard methods to determine whether a customer purchasing Vendor's software was referred to Vendor by Affiliate or not. Vendor will take measures generally accepted in the industry to ensure the accuracy of the tracking method, i.e. the determination whether a particular customer was referred by Affiliate or not. At the time of this agreement, Vendor requires Affiliate to use special links to Vendor's web site or the free evaluation download's of Vendor's software. These special links will set a cookie in the user's web browser, possibly deleting any previous affiliate cookies. When a customer downloads the full version of the software after purchasing it, Vendor's download system will check if the cookie is present in the customer's browser to determine whether the customer was referred to Vendor by Affiliate. Vendor also provides Affiliate with a system to generate special download links to download the free evaluation versions of Vendor's software with the aforementioned special links embedded into the software wherever the software is capable of opening Vendor's web site. Affiliate may download these free evaluation versions and distribute unmodified copies of them through any distribution method that does NOT involve the Internet. For internet distribution of the free evaluation version with the special links embedded, Affiliate must publish the link to said free evaluation version on the Vendor's download site instead of linking to a copy of that free evaluation version, to ensure the customer receives the latest version. Vendor reserves the right to change this tracking method at any time without prior notice, as the industry and marketplace evolve. Vendor will notify Affiliate of any significant changes to this tracking method.
5. Vendor will pay Affiliate a fixed commission on all purchase made by a customer referred to Vendor by Affiliate (hereinafter "Customer"), if all following conditions are met:
a. Customer was not previously referred to Vendor, whether that was by another affiliate or by any other means.
b. Customer's purchase was completed within 90 days after being referred to Vendor by Affiliate.
c. Customer purchased a software package not previously purchased by Customer. Affiliate will not receive commissions for license upgrades or expansions. Affiliate will receive the commission whether the customer previously purchased different software from Vendor or not.
d. Customer is not the Affiliate, close family of Affiliate, an employee of Affiliate, an employer of Affiliate, or employed by the same company as Affiliate.
e. The purchase is not reversed or canceled for any reason, including but not limited to Customer making use of Vendor's 3-month unconditional money-back guarantee and fraud committed by Customer or Affiliate.
6. Unless different commissions are mutually agreed to in writing by Vendor and Affiliate, Affiliate will receive a commission of US$10.00 (ten US dollars) for each purchase of AceText, RegexBuddy, or RegexMagic meeting the conditions agreed to in article 5, and a commission of US$12.50 (twelve and a half US dollars) for each purchase of EditPad Pro meeting the conditions agreed to in article 5, and a commission of US$25.00 (twenty-five US dollars) for each purchase of DeployMaster or HelpScribble meeting the conditions agreed to in article 5, and a commission of US$40.00 (forty US dollars) for each purchase of PowerGREP meeting the conditions agreed to in article 5. Vendor will credit the commission to Affiliate one hundred (100) days after Customer's purchase was completed. This delay gives Vendor ample time to verify whether the conditions agreed to in article 5 have been met. It also takes into account Customer's right to request an unconditional refund up to three months after the purchase.
7. Vendor will compute the total commission earned by Affiliate at the end of each quarter, and pay the commission to Affiliate., unless Affiliate requests in writing to delay payment. If the total commission is less than the minimum payout threshold, or Affiliate requested to delay payment, the commission earned so far will carry on to the next quarter. The commission will carry on for the entire duration of this agreement. When this agreement is terminated, and Affiliate has not breached the agreement, and Affiliate's outstanding commission equals or exceeds the minimum payout threshold, Vendor will send payment and the end of the month during which the agreement was terminated. Vendor will determine the available payment methods and minimum payment threshold, and may change available payment methods without prior notice. Vendor will notify Affiliate as soon as possible whenever the available payment methods have changed. Vendor has the right to deduct costs related to making payment from Affiliate's commission, provided Vendor has notified Affiliate of those costs in advance. If Vendor pays Affiliate in a different currency than the currency in which Affiliate earns commissions, the commission will be converted at the exchange rates at time of payment. At the time of this agreement, Vendor will pay Affiliate the full commission via PayPal into Affiliate's personal, premier, or business PayPal account, with a minimum payment threshold of US$1.00 (one US dollar).
8. Vendor has the right to terminate this agreement without prior notice, and void all commissions earned by Affiliate regardless of article 5, if any single one of the following conditions is true:
a. Affiliate is engaged in activities illegal in Affiliate's or Vendor's jurisdiction.
b. Affiliate is engaged in activities commonly considered as indecent and/or not suited for a family audience, including but not limited to software piracy, pornography, gambling, and racism.
c. Affiliate refers people to places where activities set forth in items a. and b. are practiced.
d. Affiliate sends unsolicited bulk email or "spam". If Affiliate is unsure whether Vendor will consider a particular mailing as "spam", Affiliate should ask Vendor's opinion about that particular mailing before sending that particular mailing.
e. Affiliate posts messages mentioning Vendor, Vendor's products and/or links to Vendor's web site or downloads, to newsgroups, chat rooms or other communications channels where such messages are generally considered inappropriate or "off topic".
f. Affiliate makes Vendor's web site, references to Vendor, Vendor's products and/or links to Vendor's web site appear in visitors' web browsers without explicit request from the visitors, such as clicking on a properly labeled link, button or image. This prohibits pop-up and pop-under advertisements among other things.
g. Affiliate attempts to make people believe that Affiliate is the owner of any trademark or copyright held by Vendor, or Affiliate attempts to make people believe Affiliate is Vendor, or Affiliate attempts to make people believe Affiliate may act in Vendor's name. This agreement does not constitute the creation of an agency, partnership, or employment relationship between Vendor and Affiliate.
h. Affiliate infringes on copyright held by Vendor or other copyright holders. If Affiliate is unsure whether certain material infringes on Vendor's copyright, Affiliate should ask Vendor's opinion before publishing the material.
i. An unusually high percentage of sales from customers referred to Vendor by Affiliate are fraudulent or result in refunds or chargebacks.
9. Vendor will operate a system allowing Affiliate to retrieve a lists of sales meeting the requirements agreed to in article 5, and the commissions earned on those sales. Vendor will not disclose names or other private information about to Vendor's customers.
10. Vendor will provide customers referred to Vendor by Affiliate with the same products and same levels of service, all at the same price, all at Vendor's expense, as Vendor provides to customers not referred to Vendor by Affiliate.
11. Vendor has the right to terminate this agreement without reason giving Affiliate 30 days written notice. If the agreement is terminated in this manner, Vendor will pay Affiliate commissions for all sales completed before the termination of the agreement by customers referred by Affiliate to Vendor under the terms agreed to in article 7.
12. Affiliate has the right to terminate this agreement without reason giving Vendor written notice. If Affiliate does not mention a termination date in the notice, the agreement will terminate as soon as Vendor receives the notice. If the agreement is terminated in this manner, and none of the conditions agreed to in article 8 are met, Vendor will pay Affiliate commissions for all sales completed before the termination of the agreement by customers referred by Affiliate to Vendor under the terms agreed to in article 7.