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Lano Affiliate Agreement

This Affiliate Agreement (“Agreement”) contains the complete terms and conditions of the agreement between you (hereinafter “Affiliate”) and Lano Software GmbH (“Lano”), a company established and existing under the laws of the Federal Republic of Germany and maintaining its principal place of business at Rosenthaler Strasse 13, 10119 Berlin, Germany regarding your participation in the Lano Affiliate Program (“Affiliate Program”).

 1. Goals and Limitations of this Agreement

1.1 The goal of the Affiliate in the context of this Agreement is to find prospective clients (“Client”), refer them to Lano, and have such Clients enter into an agreement with Lano for the use of the Lano services as defined in the Terms of Service (https://www.lano.io/en/terms-and-conditions/) (“Referral”).

1.2. The Affiliate is free to choose the means and techniques of contacting and communicating with prospective clients, including organizing marketing events and running web and email campaigns, displaying an Affiliate-specific referral code or cookie-based link provided by Lano. However, the Affiliate may not:

a) use the Affiliate Program for any illegal or unauthorized purpose. You must not, in the use of the Affiliate Program, violate any laws (including but not limited to copyright laws) in any relevant jurisdiction;         

b) add “Lano”, and “lano.io”, and as negative keywords in any paid search activity, in order to avoid any broad-matching issues;         

c) purchase or register any URLs with the Lano brand name or misspelled words as the web address;         

d) use “Lano” (including misspells and variations) as a sub-domain or sub-folder without a written permission by Lano (for example, www.lano.yoursite.com);         

e) use Lano banners or links as pop-ups or pop-unders to Affiliate’s or a third party’s site;         

f) bid or appear on brand searches, misspellings or derivatives of “Lano”;         

g) bid or appear on extended or hybrid brand searches of “Lano” (for example Lano voucher code, Lano discount code);         

h) issue any press release regarding Lano or this relationship, unless specifically agreed between the parties;         

i) in any manner misrepresent or embellish the relationship between Lano and Affiliate (for example, claim that Affiliate develops Lano services, is part of Lano or in any relationship with Lano or any other person or entity, except as agreed between the parties);         

j) use fraudulent, illegal, or overly aggressive or questionable sales or marketing methods; and         

k) display information regarding Lano and the special terms provided in a format that is accessible by Google search, i.e. the page must be blocked from search indexing, meaning that the page must have a *noindex* meta tag within its HTML code.         

1.3  Lano will determine the prices to be charged for services sold under this Affiliate Program in accordance with our own pricing policies. Services’ prices and availability may vary from time to time. If Affiliate chooses to display Lano services’ prices on his/her own website, the Affiliate should keep this information up-to-date with the prices indicated on Lano’s website including, without limitation, https://www.lano.io/en/pricing/.

1.4. Any violation of this Agreement may result in, among other things, termination or suspension of your rights to be an Affiliate and forfeiture of any outstanding affiliate referral fee payments earned as a result of or after the violation.

2. Application process

2.1.  When you apply for the Affiliate Program, you must:

a) provide accurate answers in the requested fields in the Affiliate Program sign-up form on Lano’s website; and         

b) agree to the terms and conditions of this Agreement.

2.2.  Lano may request additional information about you in order to make sure that you qualify for the Affiliate Program. At a minimum, an Affiliate must be familiar with the Lano services.

2.3.  Lano is under no obligation to accept you as an Affiliate and may refuse your application for any reason.

3. Referrals

3.1.  Upon activation of the Affiliate Account, you will earn a fee for referring Clients to Lano (“Referral Fee”) subject to the terms and conditions provided in this Agreement.

3.2.  You will be entitled to a Referral Fee only if the Client you refer (“Referred Client”):

a) signs up for Lano services using an Affiliate-specific referral code or cookie-based link provided by Lano;        

b) concludes an agreement for using the services provided by Lano (“Client Agreement”); and

c) pays for Lano’s services.

3.3.  Unless otherwise agreed upon, the Referred Clients will have thirty (30) days to use the Lano service as a free trial as opposed to the standard 14-day free trial period, but only in case they meet the conditions listed in Section 3.2 above.

3.4 If the Referred Client signs up for Lano services by going to Lano’s website directly without entering the Affiliate-specific referral code in the signup form, such Referred Client will not be associated with the Affiliate who referred it to Lano, and therefore the Affiliate will earn no Referral Fee.

3.5 Section 3.4 above is not applicable if the Referred Client initially uses the Affiliate-specific cookie-based link provided by Lano to access Lano’s website and within thirty (30) days (“Cookie Period”) thereafter signs up for Lano’s services, including by going to Lano’s website directly. Referred Client will not be associated with the Affiliate and therefore the Affiliate will earn no Referral Fee using the cookie-based tracking method if:

a. Cookie Period expires;

b. the Client signs up for Lano’s services within another web browser in which the cookie was not activated prior to the sign-up;

c. the Client signs up for Lano services after clearing cache in the web browser in which the cookie was activated.

3.6 Lano reserves the right to change the mechanism it uses to create and track Referrals at any time. Affiliate’s continued participation in the Affiliate Program after any such changes shall constitute your consent to such changes.

4. Referral Fee and Its Payments

4.1.  Lano will provide a quarterly report via email on Referral Fee due to the Affiliate by the 2nd of the month following the end of each month. The Affiliate can also access the latest information on the Referral Fee and list of Referred Clients at any time in the Affiliate Account.

4.2.  The Referral Fee is 33% (thirty three percent) of the revenue that the Referred Client generates for Lano during the first twelve (12) paying months of each Client Agreement.

4.3.  Any euro denomination Referral Fee will be converted into US dollars for payment via PayPal, using the real mid-market rate on the last business day of each month as the currency exchange rate. Depending on the currency settings of the Affiliate’s PayPal account, PayPal may convert the amount into some other currency than US dollar using an exchange rate that is based on PayPal’s contract with the Affiliate.

4.4 If the accrued Referral Fee is or exceeds fifty Euros (€50), the accrued Referral Fee will be paid to the Affiliate by approximately the 15th of the month following the end of each month. If the accrued Referral Fee is less than fifty Euros (€50), the Referral Fee will be further accumulated by Lano until the accrued Referral Fee reaches at least fifty Euros (€50).

4.5 Lano may withhold payments of Referral Fee for a reasonable time to ensure that all Client Agreements are valid and payments from Referred Clients are legitimate as determined by Lano in its sole discretion. In addition, Referred Client payments for annual subscriptions that are cancelled or payments charged-back due to credit card fraud do not qualify for Referral Fee.

4.6.  In case the Affiliate believes the Referral Fee has been wrongly calculated, the matter must be brought into Lano’s attention by email to founders@lano.io within five (5) business days of Affiliate receiving the report. Not doing so will constitute Affiliate’s acceptance of the calculation and the payment made based on it.

4.7.  Any costs related to the performance of the Affiliate Agreement shall be borne solely by the Affiliate. Lano is not obligated or required to and shall not pay any compensation to the Affiliate other than the Referral Fee.

5. Taxes

5.1.  Lano shall have no responsibility for determining, remitting, or withholding any taxes applicable to the Referral Fee.

5.2.  Affiliate shall be solely responsible for determining whether:

a) Affiliate or Lano is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Referral Fee and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Lano, as appropriate; and         

b) Lano is required by applicable law to withhold any amount of the Referral Fee and for notifying Lano in writing of any such requirement. Affiliate agrees to fully indemnify Lano against any claims that may be asserted against Lano or any losses Lano may incur in the event Affiliate fails to notify Lano of such requirement (including penalties and interest).

5.3.  In the event of an audit of Lano, Affiliate agrees to promptly cooperate with Lano and provide copies of Affiliate’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing the Affiliate is engaging in an independent business.

6. Personal data

6.1.  Lano is not obliged to share with Affiliate any of the personal data of the Referred Clients (or any natural persons representing the Clients or providing services or work for them) who have concluded a Client Agreement with Lano.

6.2.  If the Affiliate wishes to keep personal data concerning Referred Clients for its own internal use, the Affiliate must obtain prior consent from the respective Referred Clients directly (or any natural person representing the Clients or providing services or work for them).

6.3.  Lano will permanently delete Affiliate’s personal data related to the Affiliate account within thirty (30) days upon termination of this Agreement.

6.4.  If the Affiliate requests in written form for their personal data related to their Affiliate account to be deleted, Lano will erase such data within thirty (30) days upon the reception of the erasure request.

6.5.  Personal data collected in the Affiliate Program sign-up form from Affiliates who have violated the terms of this Agreement is retained for thirty-six (36) months upon the termination of this Agreement to prevent re-registration by the same person or company.

7. Materials

7.1.  Lano may make available to you a variety of sales and marketing materials such as logos, brochures, banners, photos, etc. (“Materials”), which are subject to the terms and conditions hereof. In utilizing the Materials, Affiliate agrees that Affiliate:

a) may use the Materials only for the purposes of performing your obligations under the Affiliate Agreement;         

b) will not modify, alter or otherwise change the Materials without Lano’s prior written consent;         

c) will cooperate fully with Lano in order to maintain the Materials; and

d) will use only the Materials which are provided by Lano or expressly approved by Lano in advance of any such use.

7.2.  All Materials are the copyrighted property of Lano, its affiliates and/or third party licensors. Furthermore, all trademarks, service marks, trade names, code, data or any other elements contained in the Materials are proprietary to Lano, its affiliates and/or third party licensors and your use of the Materials does not grant to you ownership thereof. All goodwill symbolized by and connected with such use of the Materials will inure solely to the benefit of Lano.

8.  Limitation of Liability

8.1. Lano and any of its officers, directors, employees, shareholders or agents of any of them shall not be liable to Affiliate for any amount or kind of loss or damage that may result to Affiliate or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Affiliate Program.

8.2. If Affiliate’s use of Materials provided under the Affiliate Program results in the need for servicing, repair or correction of equipment, software or data, Affiliate assumes all costs thereof.

8.3. Lano’s maximum aggregate liability under or in connection with this Agreement and the Affiliate Program, whether in contract, tort (including negligence) or otherwise (a “Claim”), shall be limited to a sum equal to the aggregate amount which Lano is obliged to pay Affiliate in the twelve (12) month period immediately prior to the period giving rise to such Claim.

9. Miscellaneous

9.1.  The Affiliate Agreement shall become effective as of sign-up to the Affiliate Program and will end when terminated by either party. Either you or Lano may terminate the Affiliate Agreement at any time in its sole discretion, without cause, by giving the other party a notice of termination at least fourteen (14) days in advance. Notice by e-mail, to your address on the Lano records, is considered sufficient notice to terminate the Affiliate Agreement. Upon termination of the Affiliate Agreement, Lano will pay to the Affiliate any legitimate outstanding Referral Fees. In addition, unless Lano has terminated the Agreement as a result of Affiliate’s breach of the Agreement, in which case, Lano shall have no obligation to pay Referral Fees accrued after the termination of Affiliate Agreement, Lano shall pay any due Referral Fees for up to twelve (12) months following termination of the Agreement.

9.2.  Lano reserves the right to terminate the Affiliate Agreement with immediate effect with any Affiliate who Lano reasonably believes has violated this Agreement or applicable laws. Such violating Affiliate shall not be entitled to any accrued by and unpaid Referral Fees.

9.3.  Affiliate and Lano are independent contractors, and nothing in this Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliate has no authority to represent or act on behalf of Lano, including to make or accept any offers or representations or payments on Lano`s behalf.

9.4.  Lano  reserves the right to update and change the terms of this Agreement from time to time with a ten (10) day notice via email. Any amendments, modifications, enhancements or changes to the Affiliate Program including the release of new features and resources made available by Lano from time to time shall be subject to these terms. Continued participation in the Affiliate Program after any such changes shall constitute your consent to such changes. You can review the most current version of this Agreement at any time at: https://www.lano.io/en/affiliate-agreement/. In the event you do not consent to such changes and instead elect to terminate this Agreement, then provided you are not in breach of the Agreement at the time of termination, Lano shall pay you any Referral Fees that accrue based on the terms in effect immediately prior to your termination for twelve (12) months following termination of the Agreement.

9.5. If the Affiliate wishes to participate in the Lano Expert Program instead at any point in time, the Affiliate is required to accept and agree to the terms of the Lano Expert Agreement. In such an instance Affiliate’s Referred Clients will not be transferred over to the Lano Expert Program and the terms of the Lano Affiliate Agreement will remain applicable to such Referred Clients.

10. Applicable law and jurisdiction

10.1.  The Affiliate Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Germany, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by the Affiliate and Lano, any dispute arising out of or relating to the Affiliate Agreement, or the breach thereof, shall be governed by the terms set forth in Section 10.2 below.

10.2.  In the interest of resolving any disputes that arise between you and Lano in the most expedient and cost effective manner, you and Lano agree that any and all disputes arising in connection with the Affiliate Agreement shall be resolved by binding arbitration, as further specified below:

a) Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of the Affiliate Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of your Affiliate Account. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT TO ARBITRATE, YOU AND LANO ARE EACH WAIVING THE RIGHT TO A TRIAL ACTION.

b) Notwithstanding the contents of Section 10.2.a above, you and Lano agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.

c) Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, or in the event that Lano does not have a physical address on file for you, by electronic mail (herein “Notice”). Lano’s address for Notice is set forth in the preamble of the Affiliate Agreement. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (herein “Demand”). You and Lano agree to use good faith efforts to resolve the claim directly, but if no such resolution is reached within thirty (30) days after the Notice is received, you or Lano may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Lano shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

d) Modifications. In the event that Lano makes any future change to this arbitration provision (other than a change to Lano’s address for Notice), you may reject any such change by sending Lano written notice within  thirty (30) days of the change to Lano’s address for Notice, in which case your Affiliate Account shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.

By accepting this Agreement, the Affiliate confirms that it has reviewed the Lano Affiliate Agreement and agrees to the terms and conditions stipulated therein. If you are entering into this Agreement on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

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