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Lano Affiliate Agreement

Version 1: 25.02.2022

1. Definitions and interpretation

By becoming Lano Affiliate Partner on PartnerStack, unless the context otherwise requires, the following definitions shall apply:

“The Recipient” means Lano GmbH

“The Introducer” means the Affiliate that partners with Lano Gmbh

“Commission” means the Referral bounty that the Introducer will receive for every Qualified Customer that meets the requirements outlined in this Agreement.

Customer” means a business or organisation that reaches the Lano Software and/or website as a result of the Referral from the Introducer. 

Introducer’s promotional platform”, including but not limited to the Introducer’s website, mobile application, or social media page, should be disclosed to Recipient and any future version of these promotional platforms must also be disclosed in a written manner.

Non Qualified Customer” means a Customer that goes through the Referral and is already a customer and/or has registered in the Lano Software and/or the Recipient already has knowledge of prior to the Introducer’s Referral.

“Sales Qualified lead” means a referred client that has an active need for employer of record, payroll or contractor management solutions and has been put in the sales pipeline or in contact with the Lano sales team.

“Qualified Customer” means the new customer that successfully activates a Business account for the first time on the Lano Software, is verified under the terms of the Recipient and makes a first time payment in and or of the Lano Software. The Qualified Customer can pay for any of the products that the Lano Software offers.

Referral” means the activities by which the Introducer shall provide the Recipient with potential customers in exchange for  a commission outlined in this Agreement.

UTM Link” means the unique partner link tracking or domain for the Introducer to perform the Referral activities described under this Agreement.

“EOR” means employer of record solution offered by Lano.


2. Obligations of the Parties

2.1 The Recipient will provide Affiliate with at least one of the following to bring Customers to the Lano Software:

(a) A custom referral link - that will link to the Registration page or to any of the below described websites. This referral link will be unique for the Introducer and will track the signups that take place as a result of the referral activities.

(b) A Landing Page (non-public, non-linked) - Recipient can provide the Introducer with a dedicated landing page which is non-public and non-linked. Customers may register using this landing page, the registration will then automatically be linked to the partner UTM code.

2.2 The Introducer undertakes that it shall perform its obligations under these conditions with reasonable care and skill. 

2.3 The Introducer is solely responsible and liable for operating and maintaining the Introducer Platform and all links in accordance with these conditions. The Introducer agrees to ensure that the Introducer Platform and Recipients landing page (if applicable) is accessible and in operation at all times during the Term. The Introducer agrees to notify Recipient in a timely written manner and undertakes to resolve any technical errors immediately upon becoming aware of such errors. The Introducer shall apply all commercially reasonable endeavours to notify, in a written manner, the Recipient in advance of any material scheduled maintenance to the Introducer’s website or app that would prevent Recipient landing page from being accessible, material changes to the Recipient landing page or material changes to its operations that may be detrimental to potential referrals to the Services. 

2.4 The Introducer agrees that, for each potential Customer referred to the Recipient under these conditions, it has the authority to make the referral on behalf of the potential Customer, has disclosed the price of the Lano Software to the potential Customer, and has no conflict of interest with the potential Customer or with Recipient in receipt of such a payment and services. 

3. Restrictions and Limitations of Referral Advertising

3.1 The Introducer shall advertise to the Customers the Lano Software on behalf of the Recipient. The Recipient reserves the right to prohibit the advertising and any campaigns of the Introducer without reason and at any time. The Introducer shall ensure no spam registrations will come through Referral. 

3.2 Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, the Introducer may not advertise in any way that effectively conceals or misrepresents his identity, his domain name, or his return email address. Introducer may use mailings to Customers to promote the Referral activities and the Lano Software. When these mailings are destined to Non Qualified Customers, they should have the option of unsubscribing themselves.

3.3 Introducer shall refrain from transmitting any “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to Consumers. From the time the Consumer clicks on a trackable link or UTM until such time as the consumer has fully exited Recipient’s websites or Lano’s Software. As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of Introducer and non referral commission tracking cookies through any other means than a customer initiated click on a qualifying link on a webpage or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten, where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Recipient site in IFrames, hidden links and automatic pop ups that open Recipients site; (d) targets text on websites, other than those websites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Introducer banners with any other banners, other than those that are on websites 100% owned by the owner of the application.

3.4 Click Fraud: Introducer shall not, either directly or indirectly, act, encourage or require users to click on links to generate clicks or orders through any means that could be reasonably interpreted as coercive, incentivized, misleading, malicious, or otherwise fraudulent. 

3.5 Inappropriate Content: No Link will be placed on any page or screen that contains content that, incites, encourages, advocates or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; incites, encourages, advocates or promotes illegal activities including, but not limited to, violence against persons or property, terrorism, armed insurrection, piracy or treason; incites, encourages, advocates or promotes the sexual abuse or exploitation of children and minors; violates the intellectual property rights of third parties; or contains or promotes deceptive information. 

3.6 Own Purchases: Introducer shall not use his own affiliate link in order to receive commissions on his own purchases.

4. Referral Commissions

4.1 The Recipient shall pay the Introducer an one time fee for every:

4.1.1 EOR Referral 

Introducer refers a sales qualified EOR lead to Lano sales or partnerships team and the lead establishes contact: A one of bonus payment of one hundred and fifty Euros (€150) for each new Sales Qualified Lead.

4.1.2 Qualified Customer - EOR

(a) Qualified customer onboards one (1) to five (5) employees on EOR solution within one (1) business quarter: 20% (twenty percent) of revenue that the Qualified Customer generates for Recipient during the first 12 (twelve) paying months of each Client Agreement.

(b) Qualified customer onboards six (6) to ten (10) employees on EOR solution within one (1) business quarter: 25% (twenty percent) of revenue that the Qualified Customer generates for Recipient during the first 12 (twelve) paying months of each Client Agreement.

(c) Qualified customer onboards eleven (11+) or more  employees on EOR solution within one (1) business quarter: 30% (twenty percent) of revenue that the Qualified Customer generates for Recipient during the first 12 (twelve) paying months of each Client Agreement

4.2 The Parties shall keep records of the number of Qualified Customers and referrals and the Recipient shall disclose to the Introducer on or before the last Business Day of each quarter and will produce a report. 

4.3 For the purposes of these Terms & Conditions, a Qualified Customer is a new Customer that successfully activates a Business account for the first time on the Lano Software, has gone through the verification process and is billed for the Lano Software services.

4.4 The following shall be deemed as Non Qualified Customer and Non Qualified lead 

(a) An existing Customer of Recipient at the date where the Referral is made.

8b) A Customer that Recipient reached out prior to the Referral date via the Recipient’s sales department or any other prospective method and declined to the Lano Software services

(c) A Customer that has been introduced by another partner of Recipient

(d) A Customer that was declined by Lano Software for not meeting the requirements set forth in the Terms and Conditions of the Lano Software.

(e) A Customer that opens a contractor account means an account that is not a business account and is outside of the scope of these terms and conditions.

4.5 The Recipient shall use reasonable commercial efforts to identify all referrals and attribute them to the original from the Introducer and shall produce a statement with the number of Qualified Referrals.

4.6 The Recipient shall pay the Introducer at the end of every three months and insofar the Qualifying Customer has paid Recipient. The payment will be issued automatically via PartnerStack platform.

4.7 All Commissions shall be inclusive of all taxes, tariffs, fees, duties and costs. Payment shall be made in Euros and shall be paid to the nominated bank account held by the Introducer, the details of which are completed on the Introducer Information Schedule. Each Party shall be responsible for their respective present and future taxes, duties, tariffs, fees, imports and other charges, including but not limited to, income, excise, import, purchase, sales, use, added value, gross receipts and similar assessments imposed upon the responsible Party by any taxing authority as a result of the performance of the responsible Party's duties and responsibilities hereunder. In case the Introducer disagrees with the Referral fee, the Introducer must notify the recipient in writing within 5 days of the Introducer receiving the report. Not doing so will constitute the Introducers acceptance of the calculation and payment based on it.

5. Data Protection 

5.1 The Parties agree to comply with all applicable Data Protection regulation including: (i) EU Regulation 2016/679 ("GDPR"); (ii) any laws or regulations ratifying, implementing, adopting, supplementing or replacing the GDPR, (iii) any local data privacy and protection laws, as applicable to the Parties  and (b) the terms "Data Subject", "Personal Data", "processing", "processor" and "controller" shall have the meanings set out in the GDPR.

5.2 The Introducer is responsible to gather the Customers approval to communicate their contact details and personal data to the Recipient.

6. Grant of Licenses

6.1 Recipient grants to the Introducer a non-exclusive, non-transferable, revocable right to (i) access www.lano.io site through HTML links solely in accordance with the terms of these terms and conditions and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that Recipient provides to Introducer for such purpose. 

6.2 Introducer and Recipient agree, that all uses of the Licensed Materials will be on behalf of Recipient and the good will associated therewith will inure to the sole benefit of Recipient.

6.3 Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this licence. Other than the licence granted in these terms and conditions, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

7. Term and Termination

7.1 The partnership may be terminated by the Introducer for any reason, without penalty, upon thirty (30) days’ written notice to the Recipient.  

7.2 Introducer may terminate the partnership immediately, upon notice to the other Parties, upon material breach by the Recipient of its obligations under this Agreement.  No termination of existing partnership shall be deemed to relieve any Party of its rights or obligations arising out of acts, omissions or events occurring prior to such termination.

7.3 The partnership will be terminated without notice, in its sole discretion, if Recipient determines that the Introducer has breached any or all of the following explicitly prohibited actions. The Introducer will forfeit any accumulated earnings if the agreement is terminated under this provision.

8. Disclaimer

The Recipient makes no express or implied representations or warranties regarding the  service and web site or the products or services provided therein, any implied warranties of lano.io ability, fitness for a particular purpose, and non-infringement are expressly disclaimed and excluded. In addition, The Recipient makes no representation that the operation of the website will be uninterrupted or error free, and will not be liable for the consequences of any interruptions or errors.

9. Representations and Warranties

Introducer  represents and warrants that:

9.1 These terms and conditions has been duly and validly executed and delivered by the Introducer and constitutes the Introducer’s legal, valid, and binding obligation, enforceable against the Introducer in accordance with its terms;

9.2 The Introducer has the full right, power, and authority to enter into and be bound by the terms and conditions described and to perform the obligations under these terms and conditions, without the approval or consent of any other party;

9.3 The Introducer  has sufficient right, title, and interest in and to the rights granted to the Recipient in these terms and conditions.

10. Limitations of Liability

The Recipient will not be liable for any indirect, special, punitive or consequential damages (including, without limitation, lost profits or lost data) arising out of these terms and conditions. Recipient's entire liability arising from these terms and conditions whether in contract or tort, will not exceed the amounts payable to Introducer hereunder.

11. Indemnification

Introducer agrees to indemnify, defend and hold harmless Recipient and Recipient's affiliates, directors, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of Introducers site, a breach of Introducers obligations under these terms and conditions, or the violation of any third party intellectual property rights of editorial content or other materials of Recipient.

12. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of these terms and conditions which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without the express written permission of the disclosing party.

13. Amendments

The Recipient may modify any of the terms and conditions at any time at our sole discretion. In such an event, the Introducer will be notified in writing, via email/ Modifications may include, but are not limited to changes in the payment procedures and Recipients Referral Program rules.  

14. Compliance

14.1 In its performance of these terms and conditions and in the operation of each party’s respective Websites, the Parties will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, the Parties will pay, collect and remit such taxes as may be imposed with respect to any compensation, commissions, fees, royalties or transactions under these terms and conditions.

14.2 Neither of the Parties will be considered to be in breach of, or default under, these terms and conditions on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.

14.3 The failure of either the Parties to enforce any provision of these terms and conditions will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in these terms and conditions are in addition to any other remedies that may be available at law or in equity.

15. General

15.1 Law and Jurisdiction: These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the law of Germany. The parties irrevocably agree that the courts of Berlin shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these terms and conditions or its subject matter. 

15.2 Entire Terms & Conditions; Amendments, Assignment: These terms and conditions constitute the entire agreement between the Parties relating to the matters discussed herein and supersedes all prior communications and agreements between the Parties with respect thereto. Each Party acknowledges that (a) upon entering into a partnership under these terms and conditions, it does not rely, and has not relied, upon any representation (whether negligent or innocent), statement or warranty made or agreed to by any person (whether a Party or not) except those expressly set out in these terms and conditions; and (b) the only remedy available in respect of any misrepresentation or untrue statement made to it shall be a claim for damages for breach of contract under these terms and conditions. These terms and conditions may be amended, modified, or waived only with the mutual written consent of the Parties hereto.  These terms and conditions will not be assignable by either Party without the prior written consent of the other Party; provided that prior written consent will not be required for any assignment by a Party to an Affiliate. Subject to the limitations set forth in these terms and conditions, the terms and conditions will inure to the benefit of and be binding upon the Parties and their respective successors-in-title and assigns. 

15.3 Independent Contractor: The Introducer agrees that they are an independent contractor, and nothing in these terms and conditions will create any joint venture, agency, franchise, sales representative, or employment relationship between the Introducer and the Recipient. The Introducer shall have no authority to make or accept any offers or representations on the Recipient's behalf nor can make any statement, whether on the Introducer’s website,  any only other website or otherwise, that reasonably would contradict anything in this Section.

15.4 Severability:  Except as expressly provided herein, in the event that any term or condition shall be held to be invalid, illegal or unenforceable in whole or in part, the offending term or condition shall be deemed rewritten to effectuate the intent of the Parties to the greatest extent possible without being invalid, illegal or unenforceable, and no other term of these terms and conditions shall be in any way affected thereby.

15.5 Notices: All notices hereunder will be given in writing, will refer to these terms and conditions and will be personally delivered or sent by overnight courier, electronic mail, or registered or certified mail (return receipt requested) to Aurel Albrecht, Rosenthaler Str. 13 | 10119 Berlin and/or on email address: legal@lano.io.

15.6 Execution: by joining Lano Affiliate program, the introducer agrees to the terms and conditions stated in this document.

Last updated: 25.05.2022

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