Operating Agreement
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND REDTIENDA AB. BY APPLYING TO THE REDTIENDA ASSOCIATE PROGRAM YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This agreement describes the entire terms and conditions for participation in the redtienda associate program. In this agreement, the term "Participant" refers to you (the applicant), and "sponsoring Web site" refers to any Web site from which you will link to redtienda with your special link. This also concerns any other way you link to redtienda with your special link, in the case you do not own or operate a Web site. Wherever the agreement refers to "you" or "your", it means "the Participant"; "we", "us", or "our" refer to Redtienda AB and the term "product" refers to the redtienda software.
2. Adding or remove links
You may add links to redtienda, or remove such links, at any time and without prior approval by us.
3. Referral fee qualifying product
You will earn referral fees when your referred REDTIENDA LIGHT stores are opened to the public. With "open to the public" they are visible for the general public. If the referral is through any other special link other than the specific link that you are assigned, it will not be considered qualifying for referral fees to you. All referred stores that are opened have to be considered real existing businesses. We reserve the right to reject referrals that seem to be fictional or not real with the purpose to create referral fees, and in that case you will not be paid referral fees for those referrals and your account will be immediately terminated.
The upgrade from REDTIENDA LIGHT to REDTIENDA GOLD sold by Redtienda AB originating from your special link qualify to earn you referral fees. If the upgrade is sold through any other special link other than the specific link that you are assigned, it will not be considered qualifying for referral fees to you – unless the link belongs to one of your sub-associates, where you will earn sub-referral fees. Please note; associates that have referred themselves and then upgrade to REDTIENDA GOLD will not be paid a referral fee for that upgrade.
Redtienda AB does not pay any referral fees for redtienda Web hosting (monthly costs) or any other redtienda add-ons or options. Nor do we pay referral fees for any leads to any of our strategic partners and their products/services.
4. Referral fee amount
Only referred redtienda stores that are open to the public will qualify for a referral fee.
The upgrade price of referral fee qualifying product (the redtienda software) will count from the total sales of upgrades during the calendar month in which such product is upgraded. Only qualifying products that are sold by us, delivered to a customer and for which we have received full payment will qualify for a referral fee.
The total of such referrals and upgrades in any given month will generate referral fees, based upon the applicable flat rate referral fee, according to the following schedule:
- You earn $1 USD every time any of your REDTIENDA LIGHT referrals opens to the public
- You earn $50 USD every time any of your referrals upgrades to REDTIENDA GOLD
- You earn $25 USD every time any of your sub-associate's referrals upgrades to REDTIENDA GOLD
To give an example. Suppose that 80 of the companies who have clicked on your special link get redtienda during one month – whereof 60 of these opened to the public and 2 upgraded to REDTIENDA GOLD. You also have 5 sub-associates, that under the same time period referred 40 new users each, whereof 1 each upgrade to REDTIENDA GOLD. Your direct referral commission would be $160 USD (60 open LIGHT x $1 USD + 2 GOLD x $50 USD). PLUS another $125 USD (5 GOLD x $25 USD) without any efforts by you! Your total commissions earned that month alone would be $285 USD.
5. Referral fee payment
Referral fees are paid quarterly. We will send PayPal payment for the applicable referral fee approximately 10 days after the 1st of each new quarter. Your earned referral fees must reach at least $50 USD in order to be paid out. As the Participant, you are solely responsible that your eventually and applicable taxes are paid.
6. Returns and cancellations
You are not affected if the REDTIENDA LIGHT or REDTIENDA GOLD account is later canceled and returned by the customer, you will keep all referrals received.
7. Order processing
Redtienda AB will be solely responsible for processing every upgrade order of your referrals. Order entry will use our (redtienda's) secure online ordering process, fax, or mailing address. Order forms, payment processing, installation, cancellations, and related customer service are the responsibility of Redtienda AB.
All of the rules, operating procedures, and policies of Redtienda AB regarding customer upgrade orders and accounts will apply to upgrade orders we receive through your special link. We reserve the right to reject any referral or upgrade that does not comply with our rules, operating procedures and policies.
8. Tracking of referrals and upgrades
Redtienda AB will be solely responsible for tracking new referrals and upgrades who have followed your special link. The Participant will be solely responsible for ensuring that these special links are formatted properly, a necessary prerequisite to tracking such sales. Statements of redtienda referral activity will be provided to you in real-time with a special URL/link that you are assigned.
9. Promotional techniques
You are free to promote your special link to redtienda in all the ways we recommend in the introduction email letter you receive by email immediately after you join. Examples of acceptable ways to promote redtienda are: through banners, text links, letters of recommendation to newsletters subscribers, your client base, and friends. However, if you use SPAM (in any way, shape or form, including email and newsgroup spamming), or offer redtienda on any WAREZ, CRACK, or SPAM oriented site, your account will be immediately terminated! Any referral fees not paid up to the point of termination will not be paid to you and will be property of Redtienda AB.
10. References/testimonials
You agree to cooperate with us in the development of joint press releases and testimonials. You further agree that you will allow us to use your company name in marketing collaterals and make reference to you on our Web site.
11. Associates signing up under themselves
We will not tolerate current associates signing themselves up as sub-associates under their own assigned referral number in order to generate the additional commissions for their own referrals. Nor do we tolerate associates referring stores that are not real, in order to generate extra referral fees. We have extensive tracking software in place to deter this (which is programmed to look for any similarities whatsoever in any of our associate records and notify us). If we find that this ever the case, the account(s) in question will be immediately terminated and any referral fees unpaid since our last referral payout will remain sole property of the Redtienda AB. To be honest, it's not worth trying!
12. Copyrighted material
As the Participant, you are solely responsible for ensuring that your reviews, redtienda descriptions and articles (if applicable in your promotions) obey all applicable copyright and other laws. You must have express permission to use another party's copyrighted material. Redtienda AB will not be responsible if you use another party's copyrighted material in violation of the law.
13. Redtienda AB policy applies to all upgrade orders
Every customer who gets redtienda through this associate program is deemed to be a customer of Redtienda AB. The Participant does not have the authority to make or accept any offer on behalf of Redtienda AB. All our policies regarding customer orders, including product availability, pricing and problem resolution, will apply to these customers. We are not responsible for any representations made by the Participant which contradict our policies.
14. Product prices and availability
The price charged for REDTIENDA GOLD sold under this associate program will be determined by Redtienda AB according to our own pricing policies. In case of any price discrepancies, the price charged to the customer will always be the price listed on the redtienda Web site linked by you.
15. Web site service interruption
We will make every effort to keep the redtienda Web site operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. The Participant agrees not to hold Redtienda AB liable for any of the consequences of such interruptions.
16. Trademarks, Trade Names, & Patents
You hereby recognize our right of ownership of all Trademarks, Trade Names, and Patents associated with these services. You will act consistently with these rights and act to preserve them in the course of marketing and sales of these services. We grant you the right to our Trademarks and Trade Names in connection with marketing and sales of these services.
17. Term of the Agreement
The Participant may receive referral fee payments on qualifying orders that are placed during the term of this agreement. This term will begin on the date that your application is approved by Redtienda AB, and shall end when canceled by either party as provided below.
Referral fees earned through the date of expiration or cancellation of this agreement will remain payable. Payment of the final referral fee payment to the Participant may be withheld for a reasonable time in order to ensure that the correct amount is paid.
18. The agreement may be modified
Redtienda AB reserves the right to change any of the terms and conditions in this agreement, at any time and in its sole discretion, by posting a new agreement on our Web site.
19. Cancellation of this agreement
Either Redtienda AB or the Participant, acting in their sole discretion, may choose to cancel this agreement at any time by written notice of cancellation to the other.
20. Warranty disclaimer:
Redtienda AB makes no warranties, representations or conditions with regard to the associate program, or except as expressly set forth in Redtienda AB's then current product sales policies, any products sold thereunder, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability or fitness for a particular purpose or non-infringement or any implied warranty arising out of course of performance, course of dealing or usage of trade.
21. Limitation of damages
Redtienda AB shall have no liability for any indirect, incidental, special or consequential damages or any loss of revenue or profits arising under or with respect to this agreement or the program, even if Redtienda AB has been advised of the possibility of such damages. Further, Redtienda ABs aggregate liability arising under or with respect to this agreement or the program shall in no event exceed the total referral fees paid or payable by Redtienda AB to Participant under this agreement.
22. Miscellaneous
Participant and Redtienda AB are independent contractors and nothing in this agreement is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. Participant shall not assign this Agreement, by operation of law or otherwise, without the prior written consent of Redtienda AB. Subject to the foregoing restriction, this agreement is binding upon, insures to the benefit of and is enforceable by the parties and their respective successors and assigns.
23. Governing law
This agreement shall be governed by the laws of Sweden without reference to its choice of law principles.