Last Updated: 06th November, 2018
The parties are:
Codewise spółka z ograniczoną odpowiedzialnością Sp. K.
Incorporated under the laws of Poland registered in the entrepreneurs register of the National Court Register held by District Court Krakow – Srodmiescie in Cracow XI Commercial Division (Sąd Rejonowy dla Krakowa – Śródmieścia w Krakowie XI Wydział Gospodarczy) under the number: 0000402705
Codewise EU VAT ID: PL5213623147
With a registered office at Lubicz 17 G, 31 – 503 Cracow, Poland
(Further referred to as: Codewise)
The party (Voluum user) who participate in Voluum referral program (further referred to as “Client”),
This Agreement governs Client’s participation in the Voluum referral program described herein (the “Program”).
This Agreement constitutes an integral part of Terms and Conditions for using Voluum (the “Terms and Conditions”). In areas not covered by this agreement provisions of Voluum Terms and Conditions shall apply. In the event of any inconsistency between this Agreement and the Terms and Conditions, the terms of this Agreement shall govern.
By registering as a participant of the Program, Client (a) agrees to be bound by this agreement (b) represents and warrants he/she satisfy all of Client’s requirements provided in the Terms and Conditions.
This agreement is effective as of the date Client registers as a participant of the Program.
1.1.In accordance to this Agreement Client may refer Voluum to its potential users. For each referral (as defined below) Codewise shall pay to Client a Referral Fee.
1.2 A Referral (referred Voluum user) must satisfy each of the following criteria:
- the referred Voluum user must reach Voluum register page by a link received by the Client through the Program interface, provide all necessary details subject to Terms and Conditions, choose a paid plan and remit successfully at least one payment;
- the referred Voluum user must not be a current or past Voluum user;
- the referred new Voluum user must not be a related entity to referring party or its other/new account;
- Codewise must receive from the referred Voluum user all due payments in due time in accordance to the Terms and Conditions and none of these payments shall be reversed or otherwise recognized as a false transaction;
- the referred Voluum user must use Voluum constantly beginning from the date of registration (base on the rules specified in point 1 above) without any interruption.
- all the foregoing occurs during Client’s period of participation in the Program;
2.1. The Referred Voluum user is automatically qualified for the Program if he meets all conditions described in section 1.2 above and the Client referring him is eligible for Referral Fee (further described in section 3).
2.2. In case of breach of conditions described in section 1.2.4 and 1.2.5. above Referred Voluum user will be removed from the Program and his future usage of Voluum will not be considered in the Program.
2.3 Any Client whose actions are not consistent with the intent of the Program (i.e. intentionally referring related parties or his own accounts, referring fraud accounts) will be immediately removed from the program and any accrued Referral fee accrued will be cancelled.
2.4. Codewise reserves the right to deny or terminate access to the Program to any Client, Referred Voluum User or to terminate the Program at any time, in its sole discretion. All accrued fee will remain to be settled.
3.1 For each qualified Referred Voluum User account, Client shall be granted with a commission fee based on:
– actual monthly recurring revenue including overages generated by the referred Voluum user (Referral Fee) who operates on monthly plan.
– first year paid invoice for the referred Voluum user who choses yearly plan
Current commission rate is determined on Voluum website https://voluum.com/referral-program/. The referral fee is calculated on the moment of successful payment for chosen plan by the Referred Voluum User. Monthly referral fee per Referred Voluum User is limited to 105 (one hundred and five) USD. Yearly Referral Fee per Referred Voluum User is limited to 5% of the first instalment paid by referred Voluum user after he choses yearly plan.
3.2 All amounts calculated based on rules described in point 3.1 are accrued on Clients Voluum account and will be first used to cover Client’s fee for using Voluum.
3.3 Client acknowledges and agrees that if the Referral Fee does not exceed the total fee due for Client’s use of Voluum on the moment of issuing the invoice, Client shall receive only a discount equivalent to the Referral Fee and is not entitled to receive any payouts. The Referral Fee will reduce the amount to be invoiced for Client’s use of Voluum.
3.4 The Referral Fee exceeding the total fee due for Client’s use of Voluum shall be accrued on Client’s account in Voluum and used for the future use of the service. The Client may request to receive outstanding Referral Fee to their bank account or via PayPal by sending an email to email@example.com and after obtaining the approval Client needs to send and invoice for the referral payout amount.
3.5 Client shall provide Codewise with valid banking or PayPal account. Client is solely responsible ensuring its account information is accurate and current. Codewise will not be responsible for any payments not received due to Client failing to provide accurate and complete account information for payment;
3.6 If requested and approved, the Referral Fee shall be paid within 30 days from the invoice date. The Referral Fee shall be subject to payout if total accrued liability from Codewise to Client is above 100 (one hundred) United States Dollars. Codewise reserves the right, in its sole discretion not to pay any Referral Fees to Client where Codewise determines Client’s actions are not consistent with the intent of the Program.
3.7 Client shall pay all applicable sales, use, transfer or other taxes and all duties, whether international, national, state, or local, however designated, which are levied or imposed by reason of the transaction contemplated hereby, excluding, however, income taxes on profits which may be levied against Codewise. Client shall reimburse Codewise for the amount of any such taxes or duties paid or accrued directly by Codewise as a result of this transaction.
All activities related to the calculation of the Referral Fee or to the payment thereof shall be performed via Voluum.
3.8 All amounts referenced or payable under this Agreement are in U.S. Dollars.
3.9 All amounts referenced or payable under this Agreement are considered to be gross amounts (i.e. including all applicable taxes, in particular VAT).
Clients who purchase plans through the Program will be deemed to be clients of Codewise. Accordingly, all rules, policies and operating procedures concerning client orders will apply to those clients. Codewise may change its policies and operating procedure at any time. Prices and availability of Codewise’s products may vary from time to time.
Both Client and Codewise, are entering this agreement as independent contractors, and in no way are entering a formal partnership or joint venture. Client has no authority to represent Codewise on its behalf, make or discuss offers, or act as a representative of Codewise.
Codewise reserves the right, in its discretion, to change, terminate or modify all or any part of the Program or this Agreement at any time. Changes will not apply retroactively and will become effective not sooner than 14 days after they are posted. Modifications concerning Referral Fee or payment thereof come into force on specified date not sooner than 14 days after they being made public. Continued participation in the referral program after such notice constitutes Client’s binding acceptance of the terms and conditions in this Agreement, including any changes or modifications made by Codewise.
7.1 Either Party may terminate this Agreement at any time by providing notice to the other Party. Regardless of the circumstances, such termination shall not give rise to liability.
7.2 Client’s participation in the Program and this Agreement are effective as long as Client is registered as a Voluum user.
7.3 In the event of a termination, Client will only receive Referral Fees that were earned in full for a Referral that occurred prior to the effective termination date.
8.1 EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANT-ABILITY AND FITNESS FOR ANY PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROGRAM AND REFERRAL LINKS ARE PROVIDED “AS IS” AND AT CLIENT’S OPTION AND RISK AND CODEWISE DOES NOT GUARANTEE ANY RESULTS.
8.2 CLIENT ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE REFERRAL LINKS OR THEIR PARTICIPATION IN THE PROGRAM. IN NO EVENT SHALL CODEWISE OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT OR THE REFERRAL PROGRAM, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE REFERRAL LINKS, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF CODEWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. IN ANY EVENT, CODEWISE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE REFERRAL LINKS OR PARTICIPATION IN THE PROGRAM IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO 50 USD.
9. Personal Data Protection
9.2. The controller of the Client’s personal data for Program purposes is Codewise Spółka z ograniczoną odpowiedzialnością sp. k. with its registered office in Krakow in Poland (an address: Lubicz 17G, 31-503 Kraków, Poland), registered in the entrepreneurs register of the National Court Register held by the District Court for Krakow – Środmieście in Krakow, XI Commercial Division of National Court Register (Sąd Rejonowy dla Krakowa – Śródmieścia w Krakowie XI Wydział Gospodarczy Krajowego Rejestru Sądowego) under the number: KRS 0000402705, tax ID (NIP): 5213623147 (hereinafter also referred to as: Codewise).
9.3. Contact to Codewise Data Protection Officer is as follows: firstname.lastname@example.org.
9.4. With regard to the Program, personal data of the Client is processed by Codewise only to complete purposes of this Program, including the participation of the Client in the Program, performing the contract concluded between parties on this basis, responding to Clients inquiries regarding the Program and conducting necessary tax and accounting operations.
9.5. The legal basis for the processing of personal data in the field of the Program is mainly entering into a contract with the Client as well as the performance of a contract concluded with the Client in connection with Client’s participation in the Program (article 6.1. point b of the GDPR). With regard to the pursuing claims or defending against claims as well as responding to Client’s inquiries the legal basis is legitimate interest of Codewise (article 6.1. point f of the GDPR). The legal basis on which Codewise processes Client’s data for conducting necessary tax and accounting operations applies to legal obligations Codewise is subject to (article 6.1 point c of the GDPR).
9.6. Personal data of the Clients will be processed by Codewise. Codewise may engage third parties that support the operation of Codewise services (acting on its behalf), such us IT services providers including cloud or host services providers. Codewise may also transfer personal data to a country outside of the European Economic Area (EEA), i.e. to the territory of United States of America for which the European Commission has adopted an adequacy decision (Privacy Shield), in order to protect storage and processing of data using IT services, as well as to provide the Client an availability to become a participant of the Program. The Client can learn more about the principles of personal data protection in the scope of the Privacy Shield program at: https://www.privacyshield.gov/Program-Overviewand also at:https://ec.europa.eu/info/law/law-topic/data-protection/data-transfers-outside-eu/eu-us-privacy-shield_en.
9.7. Codewise stores Client’s personal data for a period of time required for the purposes for which it was collected (i.e. participation of the Client in the Program) using generally accepted security standards and in compliance with applicable laws. Codewise will not retain Client’s personal data for longer than required. In case of participating by the Client in the Program, the period of retention of Client’s personal data is in principle no longer that its registration as a Voluum user. With regard to the above, please note that Codewise may have the right to process Clients’ personal data for the purpose of creating statistics, pursuing claims or defending against claims, handling Clients’ complaints and chargebacks as well as in order to meet the tax and accounting law requirements, where such processing will last only for the period of time necessary to achieve the intended purposes (e.g. for pursuing claims or defending against claims, the period of retention of Client’s data is no longer than limitation period for claims as defined in statutory law).
9.8. The following rights apply to the Client in connection with the processing of personal data for the Program purposes:
9.8.1. the right to confirm whether personal data is processed and the right to obtain access to it (Article 15 of the GDPR),
9.8.2. the right to obtain copies of processed personal data (Article 15 of the GDPR),
9.8.3. the right to obtain the rectification of inaccurate personal data and the right to have incomplete personal data completed (Article 16 of the GDPR),
9.8.4. the right to obtain the erasure of personal data “right to be forgotten” (Article 17 of the GDPR),
9.8.5. the right to obtain restriction of processing of personal data (Article 18 of the GDPR),
9.8.6. the right to personal data portability (Article 20 of the GDPR),
9.8.7. the right to object to processing of personal data (Article 21 of the GDPR).
9.8.8. The Client may exercise the rights stated in point 9.8. of this Agreement by contacting the Codewise Data Protection Officer at the following email address: email@example.com.
9.8.9. The Client is entitled to submit a complaint to the competent supervisory authority at any time in the event of a breach of rights regarding the processing of personal data.
9.8.10. The processing of Client’s personal data for the purposes of the Program is voluntary, however it is necessary for Client’s participation in the Program.