Last updated 19 July, 2019
Affiliate Program Agreement
This is a contract between you (the "Affiliate") and us ("Hora Labs OÜ"). It describes how we will work together and other aspects of our business relationship.

The Marketing Affiliate Program Agreement applies to your participation in our Marketing Affiliate Program (the "Affiliate Program").

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes or ends. If we update or replace the terms, we will let you know via email. If you don't agree to the update or replacement, you can choose to terminate as we describe below.

Definitions

"Marketing Affiliate Program" means our marketing affiliate program as described in this Agreement.

"Affiliate Lead" means a customer prospect who clicks on the Affiliate Link that we have given you.

"Affiliate Link" means the unique tracking link you place on your site or promote through other channels.

"Affiliate Policies" means the policies applicable to affiliates which we may make available to you from time to time.

"Agreement" means this Marketing Affiliate Program Agreement and all materials referred or linked to in here.

"Commission" means an amount described on the Program Policies Page for each Customer Transaction.

"Customer" means the authorized actual user of the Hora Labs OÜ Products who has purchased the Hora Labs OÜ products after being an Affiliate Lead.

"Customer Transactions" means those transactions by Affiliate Leads that are eligible for Commission pursuant to the 'Customer Transactions' section of this Agreement.

"Customer Data" means all information that Customer submits or collects via the Hora Labs OÜ Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the Hora Labs OÜ Products.

"Hora Labs OÜ Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

"Hora Labs OÜ Products" means the Subscription Service Products. "Subscription Service" means our iOS-based app that is subscribed to, and developed, operated, and maintained by us, accessible via https://apps.apple.com/de/app/hora-daily-horoscope-app/id1470278540 or another designated URL.

"We", "us", "our", "Hora Labs OÜ", "Hora", "Hora App", "Hora Labs" means Hora Labs OÜ.

"You" and "Affiliate" means the party, other than Hora Labs OÜ, entering into this Agreement and participating in the Affiliate Program.

Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

Customer Transactions

1. Affiliate Program Limits. We will pay you Commission for each new and recurring Customer who completes a Customer Transaction after clicking on an Affiliate Link made available for you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the Customer's subscription is determined by the date of the first purchase of the Subscription Service by the Customer and you will receive a Commission payment for that Customer Transaction.

2. Eligibility. To be eligible for Commission:
(i) an Affiliate Lead must be accepted;
(ii) a Customer Transaction must have occurred.

3. You are not eligible to receive Commission or any other compensation from us based on transactions if:
(i) such compensation is disallowed or limited the laws or regulations of your jurisdiction;
(ii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you;
(iii) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, or by any other means that we deem to breach the spirit of the Marketing Affiliate Program.

4. Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by Hora Labs OÜ.

5. An Affiliate Lead is not considered valid if it's first click on the Affiliate Link is after this Agreement has expired or terminated.

6. Commission and Payment. In order to receive payment under this Agreement, you must have:

(i) agreed to the terms of this Agreement ;

(ii) have a valid and up-to-date PayPal or bank account and updated your primary contact at Hora Labs OÜ with such account;

(iii) completed any and all required tax documentation in order for Hora Labs OÜ to process any payments that may be owed to you.

7. Commission Rates: You receive a flat-rate commission based on the customer's first and recurring purchase and the tier of the product purchased:

1 Month Subscription: $3 USD
6 Month Subscription: $8 USD
12 Month Subscription: $12 USD

8. Commission Payment. We, or a Hora Labs OÜ, will pay the Commission amount due to you within fifteen (15) working days after the end of each fiscal month for any Commission amounts that you become eligible for according to the Eligibility section above. We will determine the currency in which we pay the Commission upon to the agreed before with Affiliate.

9. Taxes. You are responsible for payment of all taxes applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

10. Commission Amounts. We reserve the right to alter or change the Commission amount. We will notify you 3 days in advance about all information regarding the Commission amount.

Training and Support

1. Affiliate Training and Support. We may make available to you, without charge, various resources made available as part of our Affiliate Program.

Trademarks

1. During the term of this Agreement, in the event that we make our trademark available to you, you may use our trademark as long as you follow the usage requirements in this section.

2. You must:
(i) only use the images of our trademark that we make available to you, without altering them in any way;
(ii) only use our trademarks in connection with the Affiliate Program and this Agreement;
(iii) immediately comply if we request that you discontinue use.

3. You must not:
(i) use our trademark in a misleading or disparaging way;
(ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or
(iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

Proprietary Rights

1. Hora Labs OÜ Proprietary Rights. The Hora Labs OÜ Products are protected by intellectual property laws. The Hora Labs OÜ Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the Hora Labs OÜ Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Hora Labs OÜ Content, or the Hora Labs OÜ Products in whole or in part, by any means, except as expressly authorised in writing by us.

2. We encourage all customers, affiliates and partners to comment on the Hora Labs OÜ Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Hora Labs OÜ Products, without any additional payment.

3. Customer's Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the Hora Labs OÜ Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.

Confidentiality

1. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"),

(i) whether orally or in writing, that is designated as confidential;

(ii) Hora Labs OÜ customer and prospect information, whether or not otherwise designated as confidential.

2. Confidential Information does not include any information that

(i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;

(ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.

The Receiving Party shall:

(i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care,

(ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement,

(iii) not disclose Confidential Information of the Disclosing Party to any third party, and

(iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

Term and Termination

Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.

1. Termination Without Cause. Both you and we may terminate this Agreement on three (3) days written notice to the other party.

2. Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on three (3) days written notice to us.

3. Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement:
(i) without cause by us
(ii) by you with cause
(iii) by you according to the 'Termination for Agreement Changes' section, shall not affect our obligation to pay you a Commission.

Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

4. Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer's subscription agreement to be terminated.

Affiliate Representations and Warranties

You represent and warrant that:

(i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision Hora Labs OÜ with Affiliate Lead's for our use in sales and marketing efforts or as otherwise set forth in this Agreement;

ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements;

(iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.

You further represent and warrant that:

(i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a Hora Labs OÜ Affiliate on any website(s) you own where you make an Affiliate Link available);

(ii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with Hora Labs OÜ's own advertising, including, but not limited to, our branded keywords;

(iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited;

(v) you will not attempt to mask the referring URL information.

General

1. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you and we will let you know by email. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. If you don't agree to the update, change or replacement, you can choose to terminate as we describe above.

2. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.