Affiliation Agreement
1. DEFINITIONS:
1.A.
The Affiliate: Person (physical or legal) registered at “The Portal” of “Merkopolis” as a Territorial Affiliate or as a Web Affiliate.
1.B.
Merkopolis: Company responsible for “The Portal” with which “The Affiliate” has established a commercial relation, the terms of which are described in this document.
1.C.
The Portal: Web pages actually situated at www.merkopolis.com and its corresponding sub-domains to which we refer to in this Agreement.
2. THE OBJECT OF THIS CONTRACT AND BASIC COMMITMENTS:
2.A.
The object of this Contract is to regulate the relation between the parties of the same: “The Affiliate” and “Merkopolis”. The Contract will be deemed as agreed by both parties at the moment when “The Affiliate” accepts the terms and conditions of the agreement and completes the corresponding registration or subscription form and the same is approved by Merkopolis.
2.B.
“The Affiliate” will be responsible for the promotion of “The Portal” in the corresponding licensed territory (in the case of a Territorial Affiliate) or by means of his/her web page (in the case of a Web Affiliate). In addition, the amount agreed for the acquisition of the said licence will have been duly paid in the case of a Territorial Affiliate.
2.C.
“Merkopolis” agrees to pay “The Affiliate” the corresponding amount for the results obtained by “The Affiliate” (in the case of a Web Affiliate) or by “Merkopolis” in the corresponding territory licensed by “The Affiliate” (in the case of a Territorial Affiliate).
2.D.
“The Portal” is currently located at www.merkopolis.com and its corresponding sub- domains, although we reserve the right to relocate it under a different domain and sub-domains of our choice, on the condition that the corresponding notice is given to “The Affiliate”.
2.E.
“Merkopolis” reserves the right to request the modification of your user name, the name used for your special identification code and/or the name of your “Merkopolis” affiliation web page (URL) if considered necessary and at our sole discretion, should the name(s) that you have chosen be identified or mistaken for a different person or organization.
2.F.
“The Affiliate” acknowledges to have registered at “The Portal” as a normal user (besides registering as an affiliate) and to have read and accepted all the Terms and Conditions applicable by “Merkopolis” to its users. The said Terms and Conditions, including our Privacy Policy and our rules referring to the resolution of conflicts, will also be applied to “The Affiliate” when applicable, even in the event of “The Affiliate” having deregistered as a normal user of “The Portal”. The said Terms and Conditions will therefore be considered to all effects as an extension of this Affiliation Agreement.
2.G.
“Merkopolis” reserves the exclusive right to decide its own prices for services, including special offers and free services to its users and/or potential users.
2.H.
“Merkopolis” is at present under the ownership of MERKAGUNE S.L.U. (T.I.N.: B01486919), a “Limited Company” under the administration of a sole person, and reserves the right to modify the said status (Sole proprietor, Ltd., PLC, foundation, cooperative, etc.) and/or subcontract or sell it to a third party of his choice. MERKAGUNE S.L.U. can be contacted by email at central(at)merkopolis.com or by post at Plaza Lovaina, 1, 4şD, Vitoria 01008, Spain. Please substitute (at) with @ when sending us an email. We have resorted to the standard practice of using (at) instead of @ to avoid spam.
3. WEB AFFILIATES:
3.A.
Web Affiliate contracts agreed with “Merkopolis” imply payment by “Merkopolis” to “The Affiliate” of a percentage of the net income obtained by “Merkopolis” from the users registered with the special identification code belonging to “The Affiliate”. The said percentage will be established in the affiliation agreement and will in no case exceed 50%.
3.B
The special identification code of “The Affiliate” will be unique and un-transferable, so that any user who has utilized it for registration at “Merkopolis” will be identified with “The Affiliate” in question. The code will be activated the moment your Web Affiliation request has been approved by “Merkopolis”.
3.C.
“Merkopolis” reserves the right to cease or deactivate the special identification code of “The Affiliate” whenever it sees fit to do so providing a prior notification of no less than 48 hours be given to “The Affiliate”. The said cease will imply that only the income obtained from users registered at “The Portal” with the said code up till the date of the cease will be taken into account.
3.D.
Net Income in a Web Affiliation agreement will be considered as that corresponding exclusively to “Merkopolis” and which has been directly paid by the users registered with the special identification code of “The Affiliate”, once the following have been deducted: Valued Added Taxes (VAT), financial charges incurred in payments received from purchasers, returned payments and management costs directly related to the corresponding sales that have generated the said income (see paragraph 5.F. for further information). Those Amounts paid by users to “Merkopolis” in deposit for the so called “Merkopolis Sales” will not be taken into consideration when calculating the income payable to “The Affiliate”. Only that income corresponding exclusively to “Merkopolis” once the corresponding commercial operations have concluded will be taken into account.
3.E.
“Merkopolis” will not be held responsible should a user who has registered at “The Portal” with the identification code of “The Affiliate” decide to cease his/her membership and subsequently register again without an identification code or with an identification code belonging to another affiliate, including the identification code of “Merkopolis”. “The Affiliate” accepts that the accounting system to which this document refers is automatic and only income corresponding to the users who are linked to “The Affiliate” by means of the corresponding code at any given point in time will be accounted for. Any other criteria, including the particular history of each user, will be irrelevant for this purpose.
3.F.
“The Affiliate” will loose all rights over any income generated by each user registered with the identification code of “The Affiliate” once ten years have elapsed from the date the said identification code was originally activated, except in the case where “Merkopolis” and “The Affiliate” have established, by mutual agreement, a different period. This means that after 10 years the said identification code will cease to link any “Merkopolis” users that have used it with “The Affiliate”. “Merkopolis” considers 10 years to be perfectly adequate for having developed its full commercial potential and consequently for having paid “The Affiliate” generously for his/her contribution to the growth of “The Portal”.
3.G.
In order to assist “The Affiliate” in the promotion of “The Portal”, “Merkopolis” undertakes to offer “The Affiliate” a web page where all the special offers available to any person registered by means of an identification code will be displayed. In this way we intend to encourage the use of the identification code by our users. “Merkopolis” reserves the exclusive right to decide which special offers will be linked to the identification code belonging to “The Affiliate” at all times. On the other hand, the rights or benefits acquired by any user registered with the identification code of “The Affiliate” that has already contracted a service with a special offer linked to that identification code will be integrally respected.
3.H.
“Merkopolis” reserves the right to distribute or circulate its own special offer code in the same way as any other Web Affiliate to promote “The Portal”. In order to avoid disloyal competition by “Merkopolis”, special offers belonging to a “Merkopolis” identification code as a Web Affiliate will be the same as the offers linked to the identification codes of other Web Affiliates that were in force at the time. In this sense, “Merkopolis” will not be able to better offers in order to encourage users to use its identification code in detriment of other Web Affiliates. In addition to this, the identification code belonging to “Merkopolis” will not appear on “The Portal” in areas where it can be visited by people who are yet unregistered. It can appear though, as in the case of any Web Affiliate, on the web page of the affiliate (the URL of the said page could be a sub-domain of Merkopolis.com) and through other means such as emails, web pages, the media, etc.). Moreover, “Merkopolis” reserves the right to circulate its identification code amongst users already registered at “The Portal”, independent of the identification code with which they have registered, so that the said users can also distribute it to their friends.
3.I.
“The Affiliate”, prior payment of the corresponding amount, can request one or several territorial licences complimentary to his/her Web Affiliation licence, although “Merkopolis” at all times reserves the right to reject the said territorial affiliation licences.
4. TERRITORIAL AFFILIATES:
4.A.
The affiliation contract agreed with “Merkopolis” implies payment by “Merkopolis” to “The Affiliate” of a percentage of the net income obtained by “Merkopolis” from the users registered in the corresponding territory licensed by “The Affiliate”. The said percentage will be established in the affiliation agreement and will in no case exceed 50%.
4.B.
Both the licensed territory and the duration of the territorial license in which “Merkopolis” will make the disbursement of the corresponding amount to “The Affiliate“ will be established in the contract agreed by both parties.
4.C.
Once the territorial licence period (normally a year, although it could be several years) has concluded, “The Affiliate” will have the right to renew the affiliation contract, prior payment of the corresponding amount, during an additional period of 12 months (this period could be extended if agreed by both parties), providing the said renewal takes place within a period not exceeding 10 days from the expiry date of the previous territorial licence. The said renewal will to all effects constitute a new contract, excepting those aspects affecting the rights of renewal of the contract, as explained further on. Should the said renewal not be carried out within the corresponding time limit, “The Affiliate” will lose all rights to renew the territorial licence.
4.D.
The right of “The Affiliate” to renew the territorial licence will be maintained year by year, indefinitely. In the event of “The Affiliate” having purchased a Lifetime Licence (with no time limit), there would be no renewals to pay.
4.E.
The renewal price of the territorial licence will be established by “Merkopolis”, but in no case could incur an annual increase of more than 20% in respect to the price paid by “The Affiliate” for the last territorial licence. The only exception being when the remuneration obtained by “The Affiliate” during the period of the territorial licence had reached a value equal or in excess of ten times the price paid for the said licence, in which case “Merkopolis” could, if deemed necessary, increase the price for renewal of the licence to an amount equivalent to 10% of the income paid to “The Affiliate” during the period of the previous licence. This measure allows us to grant licenses at reduced prices in the knowledge that we have a correcting mechanism in place that can be used in the event of the price proving to be too low. In the case of the renewal being for more than a year, “Merkopolis” will have the right to apply the corresponding percentage increments for each year renewed. Should the last licensed period before renovation be in excess of a year, the increase will be calculated taking as reference the proportional amount paid per year. For example, if “The Affiliate” has paid 3.000 Euros for a 3 year licence, the increase of 20% applicable to the new licence will be 200 Euros per annum. That is, 20% of 1.000 Euros, which is the equivalent amount paid per year. If the increase applicable should be the equivalent of 10% of the income obtained, the formula to be applied would be the following: The total income of “The Affiliate” during the 3 year period would be divided by 3 and the result then divided by 10. The outcome of this operation would be the annual price for the licence.
4.F.
“The Affiliate” (Territorial Affiliate) will also need to register as a Web Affiliate to be able to obtain the corresponding identification code with which to promote “The Portal” within the population of the licensed territory.
4.G.
Net Income in a Territorial Affiliation agreement will be considered as that corresponding exclusively to “Merkopolis” which has been directly paid by the users registered in the territory licensed by “The Affiliate”, once the following has been deducted: Valued Added Taxes (VAT), financial charges incurred in payments received from purchasers, returned payments, management costs directly related to the corresponding sales that have generated the said income (see paragraph 5.F. for further information) and payments corresponding to the Web Affiliates. Those Amounts paid by users to “Merkopolis” in deposit for the so called “Merkopolis Sales” will not be taken into consideration when calculating the income payable to “The Affiliate”. Only that income corresponding exclusively to “Merkopolis” once the corresponding commercial operations have concluded will be taken into account.
4.H.
The payment of commissions to Web Affiliates corresponding to users registered in the territory licensed by “The Affiliate” will be considered as costs to be deducted when calculating the Net Income over which the percentage corresponding to “The Territorial Affiliate” will be applied. As an example, assuming the negotiated percentages were 50%, if “Merkopolis” receives 100 Euros from a user registered in a territory licensed by “The Affiliate” with an identification code belonging to a Web Affiliate, the said Web Affiliate will receive 50 Euros, “The Affiliate” (Territorial Affiliate) would receive 25 Euros and “Merkopolis” would receive the remaining 25 Euros. This formula will also be applicable where the Web Affiliate is “Merkopolis”, in which case “Merkopolis” would receive 75 Euros of the 100 Euros paid by the user registered with a “Merkopolis” identification code. However, if the Web Affiliate and the Territorial Affiliate was one and the same person, the amount that “The Affiliate” would earn would exclusively be the corresponding amount as a Territorial Affiliate. In other words, a Territorial Affiliate, even in the event of having obtained a client as a Web Affiliate with his/her corresponding identification code, will not be able to earn more than 50% of the net income obtained by “Merkopolis”. The reason behind his measure is to encourage “The Affiliate” to actively promote “The Portal” in his/her licensed territory, in such a way that a higher percentage is earned when new users have been obtained by him/her rather than when the said users have been obtained by “Merkopolis” or by any other Web Affiliate. That is, when a user in his/her territory has been obtained by “The Affiliate”, his/her commission will be 50%. However, when a third party has been responsible for that registration, his/her percentage will be reduced to 25% in order to pay the corresponding commission to that third party.
4.I.
“Merkopolis” will not be held responsible should a user who has registered at “The Portal” in the territory licensed by “The Affiliate” decide to cease his/her membership and subsequently register again in a different territory. “The Affiliate” accepts that the accounting system to which this document refers is automatic and only income corresponding to the users who are linked to “The Affiliate” by means of the corresponding licensed territory at any given point in time will be taken into account. Any other criteria, including the particular history of each user, will be irrelevant for this purpose.
5. ACCOUNTS AND PAYMENT TO “THE AFFILIATE”:
5.A.
“Merkopolis” undertakes to pay the amount corresponding to “The Affiliate” every three months. The date of payment will vary and be determined by “Merkopolis”. “Merkopolis” reserves the right to modify the period of time covered by each payment, providing it does not exceed three months. “Merkopolis” also reserves the right to postpone a payment and accumulate a debit with “The Affiliate”, providing the same does not exceed the amount of ten Euros. Should “The Affiliate” not have received his/her corresponding payment within the stipulated time limit, “Merkopolis” undertakes to carry out the same within 10 days from the date “The Affiliate” has notified the error.
5.B.
Any financial cost incurred in by “Merkopolis” regarding payment to “The Affiliate” will be integrally deducted from the amount payable to “The Affiliate”.
5.C.
“The Affiliate” will have access at all times, by means of his/her affiliate intranet, to the account details regarding his/her corresponding income.
5.D.
“The Affiliate” authorizes “Merkopolis” to issue, on behalf of “The Affiliate”, all invoices deemed necessary with respect of payment to be made by “Merkopolis” to “The Affiliate” and to apply on the said invoices the corresponding tax in force by law. “The Affiliate” will comply in this sense to fully supply the corresponding tax details required by “Merkopolis” to enable the issue of the said invoices.
5.E.
Should the affiliation contract have ended or be cancelled, “Merkopolis” will pay “The Affiliate” the corresponding amount due in a period of time not in excess of 90 days from the date the contract ceases, except where the amount to be paid is inferior to the financial charges incurred by the said payment, should this have been effected.
5.F.
The general expenses regarding the management of “The Portal” (investment in new development, salaries, servers, telephone, rent, etc.) will be for account of “Merkopolis” and will therefore not be deducted when calculating the net income on which the percentage due to “The Affiliate” is paid. The only expenses that will be taken into consideration will be those incurred in the transaction of the so called “Merkopolis Sales Plus”, due to their elevated cost. If these were not taken into consideration, the profit margin obtained by “Merkopolis” would be seriously reduced and would endanger the commercial viability of this type of sale. In a “Merkopolis Sale Plus”, “Merkopolis” will establish a fixed price for managerial costs per sale which must be justified and will be the equivalent of 50% of the minimum price established for a “Merkopolis Sale Plus”. That is, in no case will the said managerial cost exceed 50% of the income obtained by the sale in question. Should “Merkopolis” in future, introduce new models of sale in which the sale costs are also elevated and quantifiable, a similar formula to that used for the “Merkopolis Sale Plus” will be adopted.
5.G.
Income obtained from the sale of articles belonging to or managed directly by Merkopolis, for example t-shirts, will be put through our accounting system once the costs of production, administration and dispatch depending on third parties have been deducted. This means that we will only pay commission for the amount obtained by Merkopolis once the corresponding payment to suppliers has been deducted.
5.H.
Revenue from the sale of cards will not be accounted for when calculating the income of 'The Affiliate' on the understanding that such sales do not generate profits.
5.I.
Income obtained from the sale of Territorial Licences is excluded from this agreement and will therefore not be accounted for when calculating the income of 'The Affiliate'.
6. PROMOTION OF “THE PORTAL” BY “THE AFFILIATE”:
6.A.
“The Affiliate” is free to promote “The Portal” in anyway he/she deems fit, providing the “Merkopolis” Terms and Conditions are respected and the information used is accurate, non-offensive and does not prejudice the interests of “Merkopolis” or its users.
6.B.
“The Affiliate” is not authorized to and therefore agrees not to use “The Portal” to capture new users to register with his/her affiliate identification code should he/she be a “Web Affiliate”, or in his/her territory, should he/she be a “Territorial Affiliate”. The promotion and marketing campaigns of “The Portal” by “The Affiliate” will be made exclusively through means different to “The Portal”.
6.C
If it is demonstrated that “The Affiliate” has made very little effort to obtain new users and this is reflected by an insignificant or null growth in the territory licensed by “The Affiliate”, “Merkopolis” will reserve the right to cancel the said Contract without any corresponding economic compensation, except for the return of the equivalent amount paid by “The Affiliate” in concept of the licensed period not fulfilled. In this event, “The Affiliate” will also lose all right to renewal of the territorial licence. Insignificant growth will be considered as that corresponding to an equivalent or inferior amount to the tenth part of the average growth experienced by “The Portal” in the remaining licensed territories. Cancellations cannot be made until at least six months after the date of the corresponding agreement.
7. CANCELLATION OF CONTRACT AND CEASE OF “THE AFFILIATE”:
7.A.
“Merkopolis” reserves the right to cancel the Contract with “The Affiliate” prior payment of the equivalent amount of: a) ten times the amount paid by “The Affiliate” for the last license acquired for the territory in question (also applicable to Lifetime Licences) or b) ten times the amount paid by “Merkopolis” to “The Affiliate” in concept of income for the last semester accounted for. The amount payable will be the higher of the two amounts. Should a contract with a Territorial Affiliate be cancelled, the corresponding Web Affiliation agreement of “The Affiliate” would also be cancelled without having to make any additional payments. Although this formula will be applicable whenever “Merkopolis” deems necessary, the reason inspiring the same is none other than the possibility that a new owner(s) or partner(s) of “Merkopolis” considers the said cancellation of the affiliation contracts a necessary condition to be met prior to buying or investing in “Merkopolis”.
7.B.
In the event that “The Affiliate” does not comply with the Terms and Conditions of the Contract, “Merkopolis” reserves the right to cancel the same without any compensation, excepting the case described under paragraph 6.C., where the corresponding amount paid for the remaining of the licence period will be returned.
7.C.
In the event that 'Merkopolis' cease its commercial activity via 'The Portal', the contract with 'The Affiliate' would be terminated and compensation by 'Merkopolis' to which 'The Affiliate' is entitled would be restricted to the repayment of the equivalent amount paid by “The Affiliate' to 'Merkopolis' for the remaining period until the end of the contract, with no additional compensation for rights of renewal or for any other reason. In the event of “The Affiliate” having purchased a Lifetime Licence, the period to calculate this compensation would be 10 years. That is, if the cease of the commercial activity had taken place after 10 years from the date of purchase of the licence, no compensation would be paid. 'Merkopolis' would also have to pay to 'The Affiliate' any amount owed in concept of commission for sales made until the date of cessation of business.
1.A.
The Affiliate: Person (physical or legal) registered at “The Portal” of “Merkopolis” as a Territorial Affiliate or as a Web Affiliate.
1.B.
Merkopolis: Company responsible for “The Portal” with which “The Affiliate” has established a commercial relation, the terms of which are described in this document.
1.C.
The Portal: Web pages actually situated at www.merkopolis.com and its corresponding sub-domains to which we refer to in this Agreement.
2. THE OBJECT OF THIS CONTRACT AND BASIC COMMITMENTS:
2.A.
The object of this Contract is to regulate the relation between the parties of the same: “The Affiliate” and “Merkopolis”. The Contract will be deemed as agreed by both parties at the moment when “The Affiliate” accepts the terms and conditions of the agreement and completes the corresponding registration or subscription form and the same is approved by Merkopolis.
2.B.
“The Affiliate” will be responsible for the promotion of “The Portal” in the corresponding licensed territory (in the case of a Territorial Affiliate) or by means of his/her web page (in the case of a Web Affiliate). In addition, the amount agreed for the acquisition of the said licence will have been duly paid in the case of a Territorial Affiliate.
2.C.
“Merkopolis” agrees to pay “The Affiliate” the corresponding amount for the results obtained by “The Affiliate” (in the case of a Web Affiliate) or by “Merkopolis” in the corresponding territory licensed by “The Affiliate” (in the case of a Territorial Affiliate).
2.D.
“The Portal” is currently located at www.merkopolis.com and its corresponding sub- domains, although we reserve the right to relocate it under a different domain and sub-domains of our choice, on the condition that the corresponding notice is given to “The Affiliate”.
2.E.
“Merkopolis” reserves the right to request the modification of your user name, the name used for your special identification code and/or the name of your “Merkopolis” affiliation web page (URL) if considered necessary and at our sole discretion, should the name(s) that you have chosen be identified or mistaken for a different person or organization.
2.F.
“The Affiliate” acknowledges to have registered at “The Portal” as a normal user (besides registering as an affiliate) and to have read and accepted all the Terms and Conditions applicable by “Merkopolis” to its users. The said Terms and Conditions, including our Privacy Policy and our rules referring to the resolution of conflicts, will also be applied to “The Affiliate” when applicable, even in the event of “The Affiliate” having deregistered as a normal user of “The Portal”. The said Terms and Conditions will therefore be considered to all effects as an extension of this Affiliation Agreement.
2.G.
“Merkopolis” reserves the exclusive right to decide its own prices for services, including special offers and free services to its users and/or potential users.
2.H.
“Merkopolis” is at present under the ownership of MERKAGUNE S.L.U. (T.I.N.: B01486919), a “Limited Company” under the administration of a sole person, and reserves the right to modify the said status (Sole proprietor, Ltd., PLC, foundation, cooperative, etc.) and/or subcontract or sell it to a third party of his choice. MERKAGUNE S.L.U. can be contacted by email at central(at)merkopolis.com or by post at Plaza Lovaina, 1, 4şD, Vitoria 01008, Spain. Please substitute (at) with @ when sending us an email. We have resorted to the standard practice of using (at) instead of @ to avoid spam.
3. WEB AFFILIATES:
3.A.
Web Affiliate contracts agreed with “Merkopolis” imply payment by “Merkopolis” to “The Affiliate” of a percentage of the net income obtained by “Merkopolis” from the users registered with the special identification code belonging to “The Affiliate”. The said percentage will be established in the affiliation agreement and will in no case exceed 50%.
3.B
The special identification code of “The Affiliate” will be unique and un-transferable, so that any user who has utilized it for registration at “Merkopolis” will be identified with “The Affiliate” in question. The code will be activated the moment your Web Affiliation request has been approved by “Merkopolis”.
3.C.
“Merkopolis” reserves the right to cease or deactivate the special identification code of “The Affiliate” whenever it sees fit to do so providing a prior notification of no less than 48 hours be given to “The Affiliate”. The said cease will imply that only the income obtained from users registered at “The Portal” with the said code up till the date of the cease will be taken into account.
3.D.
Net Income in a Web Affiliation agreement will be considered as that corresponding exclusively to “Merkopolis” and which has been directly paid by the users registered with the special identification code of “The Affiliate”, once the following have been deducted: Valued Added Taxes (VAT), financial charges incurred in payments received from purchasers, returned payments and management costs directly related to the corresponding sales that have generated the said income (see paragraph 5.F. for further information). Those Amounts paid by users to “Merkopolis” in deposit for the so called “Merkopolis Sales” will not be taken into consideration when calculating the income payable to “The Affiliate”. Only that income corresponding exclusively to “Merkopolis” once the corresponding commercial operations have concluded will be taken into account.
3.E.
“Merkopolis” will not be held responsible should a user who has registered at “The Portal” with the identification code of “The Affiliate” decide to cease his/her membership and subsequently register again without an identification code or with an identification code belonging to another affiliate, including the identification code of “Merkopolis”. “The Affiliate” accepts that the accounting system to which this document refers is automatic and only income corresponding to the users who are linked to “The Affiliate” by means of the corresponding code at any given point in time will be accounted for. Any other criteria, including the particular history of each user, will be irrelevant for this purpose.
3.F.
“The Affiliate” will loose all rights over any income generated by each user registered with the identification code of “The Affiliate” once ten years have elapsed from the date the said identification code was originally activated, except in the case where “Merkopolis” and “The Affiliate” have established, by mutual agreement, a different period. This means that after 10 years the said identification code will cease to link any “Merkopolis” users that have used it with “The Affiliate”. “Merkopolis” considers 10 years to be perfectly adequate for having developed its full commercial potential and consequently for having paid “The Affiliate” generously for his/her contribution to the growth of “The Portal”.
3.G.
In order to assist “The Affiliate” in the promotion of “The Portal”, “Merkopolis” undertakes to offer “The Affiliate” a web page where all the special offers available to any person registered by means of an identification code will be displayed. In this way we intend to encourage the use of the identification code by our users. “Merkopolis” reserves the exclusive right to decide which special offers will be linked to the identification code belonging to “The Affiliate” at all times. On the other hand, the rights or benefits acquired by any user registered with the identification code of “The Affiliate” that has already contracted a service with a special offer linked to that identification code will be integrally respected.
3.H.
“Merkopolis” reserves the right to distribute or circulate its own special offer code in the same way as any other Web Affiliate to promote “The Portal”. In order to avoid disloyal competition by “Merkopolis”, special offers belonging to a “Merkopolis” identification code as a Web Affiliate will be the same as the offers linked to the identification codes of other Web Affiliates that were in force at the time. In this sense, “Merkopolis” will not be able to better offers in order to encourage users to use its identification code in detriment of other Web Affiliates. In addition to this, the identification code belonging to “Merkopolis” will not appear on “The Portal” in areas where it can be visited by people who are yet unregistered. It can appear though, as in the case of any Web Affiliate, on the web page of the affiliate (the URL of the said page could be a sub-domain of Merkopolis.com) and through other means such as emails, web pages, the media, etc.). Moreover, “Merkopolis” reserves the right to circulate its identification code amongst users already registered at “The Portal”, independent of the identification code with which they have registered, so that the said users can also distribute it to their friends.
3.I.
“The Affiliate”, prior payment of the corresponding amount, can request one or several territorial licences complimentary to his/her Web Affiliation licence, although “Merkopolis” at all times reserves the right to reject the said territorial affiliation licences.
4. TERRITORIAL AFFILIATES:
4.A.
The affiliation contract agreed with “Merkopolis” implies payment by “Merkopolis” to “The Affiliate” of a percentage of the net income obtained by “Merkopolis” from the users registered in the corresponding territory licensed by “The Affiliate”. The said percentage will be established in the affiliation agreement and will in no case exceed 50%.
4.B.
Both the licensed territory and the duration of the territorial license in which “Merkopolis” will make the disbursement of the corresponding amount to “The Affiliate“ will be established in the contract agreed by both parties.
4.C.
Once the territorial licence period (normally a year, although it could be several years) has concluded, “The Affiliate” will have the right to renew the affiliation contract, prior payment of the corresponding amount, during an additional period of 12 months (this period could be extended if agreed by both parties), providing the said renewal takes place within a period not exceeding 10 days from the expiry date of the previous territorial licence. The said renewal will to all effects constitute a new contract, excepting those aspects affecting the rights of renewal of the contract, as explained further on. Should the said renewal not be carried out within the corresponding time limit, “The Affiliate” will lose all rights to renew the territorial licence.
4.D.
The right of “The Affiliate” to renew the territorial licence will be maintained year by year, indefinitely. In the event of “The Affiliate” having purchased a Lifetime Licence (with no time limit), there would be no renewals to pay.
4.E.
The renewal price of the territorial licence will be established by “Merkopolis”, but in no case could incur an annual increase of more than 20% in respect to the price paid by “The Affiliate” for the last territorial licence. The only exception being when the remuneration obtained by “The Affiliate” during the period of the territorial licence had reached a value equal or in excess of ten times the price paid for the said licence, in which case “Merkopolis” could, if deemed necessary, increase the price for renewal of the licence to an amount equivalent to 10% of the income paid to “The Affiliate” during the period of the previous licence. This measure allows us to grant licenses at reduced prices in the knowledge that we have a correcting mechanism in place that can be used in the event of the price proving to be too low. In the case of the renewal being for more than a year, “Merkopolis” will have the right to apply the corresponding percentage increments for each year renewed. Should the last licensed period before renovation be in excess of a year, the increase will be calculated taking as reference the proportional amount paid per year. For example, if “The Affiliate” has paid 3.000 Euros for a 3 year licence, the increase of 20% applicable to the new licence will be 200 Euros per annum. That is, 20% of 1.000 Euros, which is the equivalent amount paid per year. If the increase applicable should be the equivalent of 10% of the income obtained, the formula to be applied would be the following: The total income of “The Affiliate” during the 3 year period would be divided by 3 and the result then divided by 10. The outcome of this operation would be the annual price for the licence.
4.F.
“The Affiliate” (Territorial Affiliate) will also need to register as a Web Affiliate to be able to obtain the corresponding identification code with which to promote “The Portal” within the population of the licensed territory.
4.G.
Net Income in a Territorial Affiliation agreement will be considered as that corresponding exclusively to “Merkopolis” which has been directly paid by the users registered in the territory licensed by “The Affiliate”, once the following has been deducted: Valued Added Taxes (VAT), financial charges incurred in payments received from purchasers, returned payments, management costs directly related to the corresponding sales that have generated the said income (see paragraph 5.F. for further information) and payments corresponding to the Web Affiliates. Those Amounts paid by users to “Merkopolis” in deposit for the so called “Merkopolis Sales” will not be taken into consideration when calculating the income payable to “The Affiliate”. Only that income corresponding exclusively to “Merkopolis” once the corresponding commercial operations have concluded will be taken into account.
4.H.
The payment of commissions to Web Affiliates corresponding to users registered in the territory licensed by “The Affiliate” will be considered as costs to be deducted when calculating the Net Income over which the percentage corresponding to “The Territorial Affiliate” will be applied. As an example, assuming the negotiated percentages were 50%, if “Merkopolis” receives 100 Euros from a user registered in a territory licensed by “The Affiliate” with an identification code belonging to a Web Affiliate, the said Web Affiliate will receive 50 Euros, “The Affiliate” (Territorial Affiliate) would receive 25 Euros and “Merkopolis” would receive the remaining 25 Euros. This formula will also be applicable where the Web Affiliate is “Merkopolis”, in which case “Merkopolis” would receive 75 Euros of the 100 Euros paid by the user registered with a “Merkopolis” identification code. However, if the Web Affiliate and the Territorial Affiliate was one and the same person, the amount that “The Affiliate” would earn would exclusively be the corresponding amount as a Territorial Affiliate. In other words, a Territorial Affiliate, even in the event of having obtained a client as a Web Affiliate with his/her corresponding identification code, will not be able to earn more than 50% of the net income obtained by “Merkopolis”. The reason behind his measure is to encourage “The Affiliate” to actively promote “The Portal” in his/her licensed territory, in such a way that a higher percentage is earned when new users have been obtained by him/her rather than when the said users have been obtained by “Merkopolis” or by any other Web Affiliate. That is, when a user in his/her territory has been obtained by “The Affiliate”, his/her commission will be 50%. However, when a third party has been responsible for that registration, his/her percentage will be reduced to 25% in order to pay the corresponding commission to that third party.
4.I.
“Merkopolis” will not be held responsible should a user who has registered at “The Portal” in the territory licensed by “The Affiliate” decide to cease his/her membership and subsequently register again in a different territory. “The Affiliate” accepts that the accounting system to which this document refers is automatic and only income corresponding to the users who are linked to “The Affiliate” by means of the corresponding licensed territory at any given point in time will be taken into account. Any other criteria, including the particular history of each user, will be irrelevant for this purpose.
5. ACCOUNTS AND PAYMENT TO “THE AFFILIATE”:
5.A.
“Merkopolis” undertakes to pay the amount corresponding to “The Affiliate” every three months. The date of payment will vary and be determined by “Merkopolis”. “Merkopolis” reserves the right to modify the period of time covered by each payment, providing it does not exceed three months. “Merkopolis” also reserves the right to postpone a payment and accumulate a debit with “The Affiliate”, providing the same does not exceed the amount of ten Euros. Should “The Affiliate” not have received his/her corresponding payment within the stipulated time limit, “Merkopolis” undertakes to carry out the same within 10 days from the date “The Affiliate” has notified the error.
5.B.
Any financial cost incurred in by “Merkopolis” regarding payment to “The Affiliate” will be integrally deducted from the amount payable to “The Affiliate”.
5.C.
“The Affiliate” will have access at all times, by means of his/her affiliate intranet, to the account details regarding his/her corresponding income.
5.D.
“The Affiliate” authorizes “Merkopolis” to issue, on behalf of “The Affiliate”, all invoices deemed necessary with respect of payment to be made by “Merkopolis” to “The Affiliate” and to apply on the said invoices the corresponding tax in force by law. “The Affiliate” will comply in this sense to fully supply the corresponding tax details required by “Merkopolis” to enable the issue of the said invoices.
5.E.
Should the affiliation contract have ended or be cancelled, “Merkopolis” will pay “The Affiliate” the corresponding amount due in a period of time not in excess of 90 days from the date the contract ceases, except where the amount to be paid is inferior to the financial charges incurred by the said payment, should this have been effected.
5.F.
The general expenses regarding the management of “The Portal” (investment in new development, salaries, servers, telephone, rent, etc.) will be for account of “Merkopolis” and will therefore not be deducted when calculating the net income on which the percentage due to “The Affiliate” is paid. The only expenses that will be taken into consideration will be those incurred in the transaction of the so called “Merkopolis Sales Plus”, due to their elevated cost. If these were not taken into consideration, the profit margin obtained by “Merkopolis” would be seriously reduced and would endanger the commercial viability of this type of sale. In a “Merkopolis Sale Plus”, “Merkopolis” will establish a fixed price for managerial costs per sale which must be justified and will be the equivalent of 50% of the minimum price established for a “Merkopolis Sale Plus”. That is, in no case will the said managerial cost exceed 50% of the income obtained by the sale in question. Should “Merkopolis” in future, introduce new models of sale in which the sale costs are also elevated and quantifiable, a similar formula to that used for the “Merkopolis Sale Plus” will be adopted.
5.G.
Income obtained from the sale of articles belonging to or managed directly by Merkopolis, for example t-shirts, will be put through our accounting system once the costs of production, administration and dispatch depending on third parties have been deducted. This means that we will only pay commission for the amount obtained by Merkopolis once the corresponding payment to suppliers has been deducted.
5.H.
Revenue from the sale of cards will not be accounted for when calculating the income of 'The Affiliate' on the understanding that such sales do not generate profits.
5.I.
Income obtained from the sale of Territorial Licences is excluded from this agreement and will therefore not be accounted for when calculating the income of 'The Affiliate'.
6. PROMOTION OF “THE PORTAL” BY “THE AFFILIATE”:
6.A.
“The Affiliate” is free to promote “The Portal” in anyway he/she deems fit, providing the “Merkopolis” Terms and Conditions are respected and the information used is accurate, non-offensive and does not prejudice the interests of “Merkopolis” or its users.
6.B.
“The Affiliate” is not authorized to and therefore agrees not to use “The Portal” to capture new users to register with his/her affiliate identification code should he/she be a “Web Affiliate”, or in his/her territory, should he/she be a “Territorial Affiliate”. The promotion and marketing campaigns of “The Portal” by “The Affiliate” will be made exclusively through means different to “The Portal”.
6.C
If it is demonstrated that “The Affiliate” has made very little effort to obtain new users and this is reflected by an insignificant or null growth in the territory licensed by “The Affiliate”, “Merkopolis” will reserve the right to cancel the said Contract without any corresponding economic compensation, except for the return of the equivalent amount paid by “The Affiliate” in concept of the licensed period not fulfilled. In this event, “The Affiliate” will also lose all right to renewal of the territorial licence. Insignificant growth will be considered as that corresponding to an equivalent or inferior amount to the tenth part of the average growth experienced by “The Portal” in the remaining licensed territories. Cancellations cannot be made until at least six months after the date of the corresponding agreement.
7. CANCELLATION OF CONTRACT AND CEASE OF “THE AFFILIATE”:
7.A.
“Merkopolis” reserves the right to cancel the Contract with “The Affiliate” prior payment of the equivalent amount of: a) ten times the amount paid by “The Affiliate” for the last license acquired for the territory in question (also applicable to Lifetime Licences) or b) ten times the amount paid by “Merkopolis” to “The Affiliate” in concept of income for the last semester accounted for. The amount payable will be the higher of the two amounts. Should a contract with a Territorial Affiliate be cancelled, the corresponding Web Affiliation agreement of “The Affiliate” would also be cancelled without having to make any additional payments. Although this formula will be applicable whenever “Merkopolis” deems necessary, the reason inspiring the same is none other than the possibility that a new owner(s) or partner(s) of “Merkopolis” considers the said cancellation of the affiliation contracts a necessary condition to be met prior to buying or investing in “Merkopolis”.
7.B.
In the event that “The Affiliate” does not comply with the Terms and Conditions of the Contract, “Merkopolis” reserves the right to cancel the same without any compensation, excepting the case described under paragraph 6.C., where the corresponding amount paid for the remaining of the licence period will be returned.
7.C.
In the event that 'Merkopolis' cease its commercial activity via 'The Portal', the contract with 'The Affiliate' would be terminated and compensation by 'Merkopolis' to which 'The Affiliate' is entitled would be restricted to the repayment of the equivalent amount paid by “The Affiliate' to 'Merkopolis' for the remaining period until the end of the contract, with no additional compensation for rights of renewal or for any other reason. In the event of “The Affiliate” having purchased a Lifetime Licence, the period to calculate this compensation would be 10 years. That is, if the cease of the commercial activity had taken place after 10 years from the date of purchase of the licence, no compensation would be paid. 'Merkopolis' would also have to pay to 'The Affiliate' any amount owed in concept of commission for sales made until the date of cessation of business.