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PUBLIC OFFER AGREEMENT FOR JOINT ACTIVITY
1. INTRODUCTION
The company RELU OÜ is the owner of the interactive software (Products) posted on the website www.retouch4.me. The Partner expresses a desire to promote and advertise the Company's Products in exchange for a certain fee. In this regard, the parties have agreed to enter into this Agreement, on the basis of which:
The parties collaborate and provide services to each other with the aim of maximizing revenue from joint activities and the implementation of the Company's Products;
In accordance with the terms, guarantees, and agreements set forth in this Agreement and all its attachments, the parties agree to the terms described below:
2. TERMS AND DEFINITIONS
2.1 "Offer" means the text of this written agreement of the parties, including all its duly executed appendices.
2.2 "Acceptance of the Offer" — the Partner's response to the acceptance of the terms of the Offer by registering/authorizing as a Partner on the Website. Acceptance of the Offer means full unconditional acceptance without any changes by the Partner of the conditions set forth in this document (hereinafter also the "Agreement" or "Contract"). Acceptance of the offer generates legal consequences for the Parties in accordance with the conditions specified in the Agreement.
2.3 "The Company", "we" - RELU OÜ Limited Liability Partnership registered on the territory of the Republic of Estonia, registration code: 16194437, with location: Estonia, Tallinn, Vesivärava tn 50-201, 10152.
2.4 "You", "the Partner" - any individual* (*in order to avoid a false interpretation of the legal relations of the Parties and taxation for individual residents in the Republic of Estonia, the status of an individual entrepreneur is required) or a legal person using the Company's services through the Website and who has registered/authorized as a Partner on the Company's website in the section www.retouch4.me/affiliate in accordance with the terms specified in this Agreement and being a Party to this Agreement.
2.5 "The Company's Website", "the Website" — a publicly accessible website open for free visual inspection by any person owned by the Company, located on the Internet at the following address www.retouch4.me , together with all the pages and the software used to ensure the sale of the Company's Products.
2.6 "The Purchases" means purchases by any users of the Company's publicly available Products on the Website www.retouch4.me
2.7 "The Product", "the Products" - refers to the Company's software designed for processing photos or videos, available for sale on the Company's website www.retouch4.me
2.8 "The User" - any end user who purchases/purchases the Company's Products through the Website www.retouch4.me
2.9 "The Product Promotion" - popularization, advertising, recommendation and distribution of the Product, as well as useful information about the Product on the market and on various social media platforms in order to attract as many Users as possible to its use and, as a result, increase sales of the Product.
2.10 "The Affiliate Commission", "The Commission" - the Partner's share of the User’s Purchase of the Product using the promo code of this Partner. Under the terms of current agreement, the Partner's Commission is 15% of the cost of each Purchase made by each User using the Partner’s promo code.
2.11 "Promo code discount" - a discount on the Product that a buyer receives when purchasing the Product using a Partner’s promo code. The buyer receives a 20% discount of the base cost of the Product, as specified on the Website. The discount may be increased by the Company unilaterally for the duration of sale periods.
2.12 "The Territory" means the countries or geographical zones covered by the scope of this Agreement. The Parties hereby agree that the Territory of the Agreement for potential Partners covers all countries of the world to which it is legally permitted (there are no prohibitions or sanctions) and technically possible to make a money transfer using the WISE payment system (www.wise.com ).
3. GENERAL TERMS OF THE AGREEMENT
3.1 Subject Matter of the Agreement. The subject of this Agreement is the provision of services by the Partner to the Company to promote the sale of Products using any means of mass communication (websites, social media platforms, etc.) on a remuneration basis. The Partner has the right to carry out any type of advertising and promotion of the Company's Products, attracting end-users to purchase (Buy) these Products, using their unique promo code provided by the Company. In turn, the Company will pay the Partner the Commission established by this Agreement based on sales statistics available through the Partner's personal account on the Company's Website.
3.2 Acceptance of the Agreement. If you have registered on the Website as a Partner and received your unique promo code, then it is considered that you accept the Agreement and as a result you become a Partner:
3.2.1 you unconditionally, fully and without modification accept the terms and conditions set out in this Agreement, namely by accepting the Offer and understanding the consequences of your actions;
3.2.2 you confirm that you are familiar with the terms of this Agreement and agree to act strictly in accordance with these terms when using the Website and carrying out your activities as a Partner and in case of violations of these terms, you agree that the Company has the right to take all necessary measures to eliminate violations and protect its violated rights in accordance with the terms of this Agreement and applicable legislation;
3.2.3 you give your consent to the collection and processing of your personal data (if necessary) in accordance with the terms of personal data processing (privacy policy https://retouch4.me/retouch4mepolicies) set out on the Website.
3.3 By accepting this Offer, the Partner agrees that the Customer Support Service in written and oral form is carried out only in English, and the Partner has received all the necessary and complete information about the standard terms of the Agreement in this language.
4. PARTNER'S STATEMENTS AND GUARANTEES
By registering as a Partner on our Website, you declare and guarantee to the Company that:
4.1 You are an adult individual (subject to the provisions of Clause 2.4), or an authorized representative of the legal entity that you represent, have full legal status and capacity and have
the right to enter into contractual relations with the Company and third parties, in accordance with the terms of the Agreement.
4.2 If the country you are resident in requires you to obtain any kind of permit/license in order to carry out Partner activities within the terms of this Agreement, you shall ensure the Company that you will obtain such permit yourself and pay any taxes and duties (if any).
4.3 You shall use the rights of the Partner and the capabilities of the Website exclusively for the intended purpose, and in accordance with the terms of the Agreement and the norms of current legislation.
4.4 You are not a member of any terrorist organization, illegal formation on the territory of any country in the world, and international sanctions and similar restrictions do not apply to you. By signing this Agreement, the Partner declares and guarantees to the Company that they are not a member of any criminal or fraudulent organizations, and they are not under EU and/or US sanctions. The Partner declares that they are not prohibited by law from engaging in entrepreneurial activity or performing the duties of a Partner within the meaning of this Agreement, and that there are no legal grounds that would serve as an obstacle to the execution of this Agreement for the Partner.
4.5 You confirm that all information provided by you on this Website, including the information provided during registration, is reliable, accurate, up-to-date and complete. If necessary, you shall update your contact and personal data in a timely manner and maintain its accuracy and relevance.
4.6 You agree not to use any software designed to damage the infrastructure of the Website, disrupt its timely and proper functioning, attempt to intercept any data and personal information processed by the Website; perform actions that cause excessive load on the infrastructure of the Website, monitoring, automated extraction of information or copying any data and information from this Website or in any other way interfere with the operation of the Website by any means and for any purpose.
4.7 You agree that the Company has the right, at its sole discretion, to deny access to this Website to anyone, suspend access to the Website and order services by blocking access to the Website and/or deleting an account already created for the purpose of carrying out planned and unscheduled technical and preventive maintenance, or in case of violation of the terms by the Partner this Agreement at any time and for any reason, without explanation and prior notice.
5. PARTNER REGISTRATION ON THE WEBSITE AND PRODUCT PROMOTION REGULATIONS.
5.1 In order to become a Partner of the Company pursuant to the terms of this Agreement, you must fill out the registration form, which can be found at www.retouch4.me/affiliate .
5.2 Registration of a Partner on the Company's website takes place by submitting an application by the User (subject to the provisions of Clauses 2-4 of the Agreement) to the Website with the indication of their data, after making an individual purchase of at least 3 (three) Products through the Company's Website. After proper registration as a Partner, the Company automatically generates a Partner's personal promo code and signatures to it, which the Partner, in turn, approves or corrects for further use. The result of registering as a Partner is that the Partner receives a promo code.
5.3 If you are allowed to participate in the Affiliate Program, then after notification of acceptance and creation of the Partner's personal promo code, the terms of this Agreement will apply to you in full until its termination in accordance with the terms set out below.
5.4 The list of data required for registration / authorization of a Partner on the Website can be changed by the Company at its discretion.
5.5 When registering online on the Website, a promo code is generated automatically and sent to your email after registration.
5.6 During registration on the Website, you will be additionally asked to agree to the terms of this Agreement. If you do not agree to these terms, please do not participate in the Affiliate Program.
5.7 After successful registration as a Partner, the Company will provide you with a Promo Code, or one or more affiliate links that will serve to identify Users attracted from your website and/or other channels through Promotion. The link will allow its recipients to go directly to the Company's page on the website www.retouch4.me and allows the Company to monitor the Purchases and subsequent registrations by your promo code. Upon the Partner's request and with the Company's consent, additional Promo Codes may be created.
5.8 The Partner is responsible for integrating links to their website or other channels when Promoting the Company's Products. The Company may, without prior notice, require you to remove or modify any advertising of the Company at its sole discretion.
5.9 Depending on where you promote our Products, you may be required by law to disclose that the content is sponsored. In any case, the Affiliate Program requires transparency from you, and you must inform your audience and the Company about this.
5.10 You are obligated to inform us about the marketing measures you have taken, the materials you have published, and the statements about us made in relation to the Company upon request.
5.11 When promoting the Company's Products, the Partner shall:
5.11.1 Use the rights granted to them under this Agreement exclusively for the purposes established by the Agreement (to promote the Product and advertise the Company);
5.11.2 Take all protective measures to ensure the security of the Company's name, image or trademark and prevent any attempts to use them maliciously, if such use became possible through the fault of the Partner;
5.11.3 Promote the Product in a way that would favorably reflect on the good name and reputation of the Company. Avoid deceptive, misleading or unethical Product Promotion practices that are or may be harmful to the Company or third parties. Avoid incorrect or misleading statements about the Company. Do not publish any misleading or deceptive promotional material regarding the Product.
5.11.4 If claims or lawsuits are brought against the Company in connection with the Partner's abuse or violation of their powers under this Agreement, the Company notifies the Partner about this, and the Partner undertakes to settle such claims or provide judicial protection. All expenses or losses incurred and proved by the Company as a result of the settlement of these claims or the end of lawsuits shall be compensated by the Partner.
5.12 When promoting the Company's Products, the Partner shall not:
5.12.1 post their affiliate link:
• on gambling websites; • using misleading advertisement; • It is prohibited to post your promo code or link in chats or comments in the business accounts of the Company. • promising to forward commissions to Users (Cashback); • in unsolicited messages without consent and legitimate grounds (Spam); • otherwise violating applicable law or this Agreement.
5.12.2 In addition, this Agreement will be terminated without prior notice if the Company, at its sole discretion, determines that the Partner has committed any or all of the following explicitly prohibited actions:
• Click Fraud: The Partner shall not directly or indirectly act, encourage or require Users to click on links and/or generate clicks or orders through any means that can be reasonably interpreted as coercive, stimulating, misleading, malicious, or otherwise fraudulent.
• Unacceptable Content: No link will be placed on any page or screen containing content that incites, encourages or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age; that incites, encourages, defends or promotes illegal activities, including, but not limited to, violence against persons or property, terrorism, armed insurrection, piracy or treason; that incites, encourages, protects or promotes sexual violence or exploitation of children and minors; violates the intellectual property rights of third parties; or contains or promotes misleading information.
5.13 If the Company discovers prohibited activity or attempted fraud, the Partner shall pay the Company a penalty in the amount of 50% of its total annual commission, but in any case not less than 2,000.00 US dollars.
6. SALES REGISTRATION AND PAYMENT PROCEDURE
6.1 The Partner is entitled to receive a Commission for the sale of any Product on the Company's Website by a User who has registered using the Partner's assigned individual Promo Code.
6.2 If a User registers or logs in to their Personal Account on the Company's website using your partner link, their account is assigned to your partner promo code, and all future Purchases made by this User will be associated with your Partner promo code. Only Purchases made with Partner's Promo Code will be included in the commission calculation
6.3 If a User clicks on multiple partner links, only the promo code of the Partner contained in the User's last link is counted.
6.4 The Partner receives the Commission as a percentage of the net value of each Purchase in US dollars. Net price is the actual price of the Product on the Company's Website on the day of Purchase. When calculating the amount of the Commission, it is taken into account that the net price is based on the current price of the Product on the Website, from which the discount valid for the Partner's promo code is deducted. An amount equal to the applicable tax rate (VAT) in the country of the User who made the Purchase is also deducted, if the User is located in a member state of the European Union. For Users from all other countries (outside the EU), the net price is the current price of the Product on the Company's Website on the day of the Purchase, from which the discount valid for the Partner's promotional code is deducted.
[Example: Selling the Product at the $149 USD price listed on the Site, minus the 20% discount by promo code, minus VAT 20%, with a 15% commission brings you $14.3 USD for a customer from the EU member country France.
Selling the Product at the $149 USD price listed on the Site, minus the 20% discount by promo code, with a 15% commission brings you $17.88 USD for a buyer from any non-EU country].
6.5 Depending on the geolocation of the Users and the payment method, the Purchases can be paid in different currencies. However, for the Partner's Commission from the Company, all payments will be made in US dollars at the current exchange rate of the Central European Bank on the date of payment of the commission fee.
6.6 Payments received from the Users are processed daily. The reporting period for the calculation and payment of the Partner's Commission is a calendar month. The Commission due to the Partner is paid monthly until the 10th day of each calendar month. However, the minimum payout amount (the Commission Threshold) is 200 US dollars.
6.7 If the Partner's Commission does not exceed the Commission Threshold for the reporting period, the payment of the Commission is postponed until its amount reaches the threshold of 200 US dollars.
6.8 Also, the redemption of a positive balance on the Partner's promo code is possible by offsetting it with any Products available on the Website at any time during the term of the Agreement, by mutual agreement of the parties.
6.9 In order to pay the commission to the Partner, it is necessary to send the Company the corresponding act/invoice.
6.10 The Commission is paid to the Partner's bank account specified during registration. If the WISE payment system cannot send funds to the specified Partner's bank account, the Company has the right to require the Partner to open an account in the specified payment systems. The Partner's refusal to open a bank account necessary for making a payment is the basis for the Company's refusal to pay a Commission to this Partner.
6.11 If the Company returns a payment made by the User (for example, in connection with a refund guarantee, a chargeback transaction or disputed payments), the corresponding partner Commission must be returned to us regardless of whether this Commission is pending payment, the Commission status is confirmed and added to the Partner's account balance or has already been paid. If the Partner's Commission has already been paid, the refund will be taken into account when calculating future payments of the Partner's Commission.
6.12 The Company shall have the right to request from the Partner, and the Partner, in turn, shall provide a bank statement to resolve disputed financial issues related to the payment of the Commission, with a refund of funds due to the Partner's refusal of the Company's services, as well as to resolve other disputed financial issues.
6.13 If the country of the Partner's location/registration provides for tax fees or duties on funds received from the Company, the Partner shall settle all issues related to taxation independently without the involvement of the Company.
6.14 Each of the Parties fulfills its tax obligations to the state of which it is a resident. If the legislation of the state of which the Company is a resident provides for the withholding of any tax on payments made to the Partner, then the amount of tax corresponding to the current rate of such tax will be withheld from the amounts payable (the Commission), among other things. At the same time, the Company shall issue a certificate to the Partner about the tax withheld and transferred to the relevant Tax Department.
7. VALIDITY TERM AND CONSEQUENCES OF TERMINATION OF THE AGREEMENT
7.1 This Agreement comes into force for both Parties from the moment the Partner accepts the Offer and creates/registers a Partner Profile on the Company's Website and is valid indefinitely.
7.2 This Agreement may be terminated upon mutual consent of the Parties and each of the Parties may terminate this Agreement without giving reasons at any time by sending a written notice of termination to the other party at least 7 (seven) calendar days in advance.
7.3 Each of the Parties has the right to terminate the Agreement urgently without observing the deadline for notifying the other Party in the event that the other Party unreasonably violates any provision of this Agreement.
7.4 The validity of this Agreement may be terminated by the Company without notice if the Partner's inactivity (lack of Purchases using their promo code) continues for 180 consecutive days.
7.5 This Agreement may be terminated by the Company unilaterally without prior notice if, in the opinion of the Company, it is determined that the Partner has violated the terms of this Agreement. In this case, after the termination of the Agreement, the Partner loses the right to receive a Commission on the basis of the concluded Agreement. Any remaining balance of the Partner's account or an incomplete transaction becomes invalid.
7.6 If, at the time of termination of the Agreement, the amount of the Commission due to the Partner is less than 200 (two hundred) US dollars, the Commission is not paid in cash, and the repayment of the positive balance according to the Partner's promo code occurs by transferring to them any Products available for sale on the Company's Website for the amount corresponding to their current balance.
8. INTELLECTUAL PROPERTY RIGHT
8.1 The Company is the sole legal owner of intellectual property rights (all plugins, all information and materials) published on the Website. All information and materials published on the Website are protected in accordance with local or international legislation on the protection of intellectual property rights.
8.2 Under this Agreement, the Partner is not granted any license for any of the Company's software. The Company's Products, its trademarks and all intellectual rights belong to and are the property of the Company and are protected by intellectual property laws. The Company reserves all ownership rights to its Products. The logos and other marks of the Company that it uses are trademarks of the Company, and the Partner shall not use them for purposes contrary to the purposes of this Agreement without the prior written permission of the Company, except as stipulated in this Agreement.
9. LIABILITIES OF THE PARTIES
9.1 For non-fulfillment or improper fulfillment of obligations under this Agreement, both of the Parties shall be responsible in accordance with the legislation applicable to the Agreement.
9.2 The Parties are released from liability for partial or complete non-fulfillment of obligations under this Agreement, if this non-fulfillment was the result of circumstances of insuperable force (force majeure) that arose after the conclusion of the Agreement as a result of extraordinary events that the Party could not foresee or prevent by reasonable measures.
9.3 In accordance with the conditions, reservations and limitations specified in this Agreement, the Company shall be liable only for intentional, direct actual damage caused as a result of proven and judicially established fact of non-fulfillment of obligations that occurred due to the fault of the Company, and the limits of such liability to a specific Partner in no case shall collectively exceed the sum of all Partner's Commission Payments for the previous calendar month. The provisions of this clause on the limitation of liability of the Company reflect the agreed
distribution of risks between the Partner and the Company and are interpreted in favor of the Company. The restrictions specified in this article shall remain in force and binding even if it is not possible to fully compensate the losses of the damaged party.
10. APPLICABLE LAW AND DISPUTE RESOLUTION PROCEDURE
10.1 This Agreement and all legal relations arising from or related to this Agreement, including those related to the validity, conclusion, execution, modification and termination of this Agreement, interpretation of its terms, determination of the consequences of invalidity or violation of the Agreement, are regulated by this Agreement. If there are no provisions in the Agreement regulating the disputed relations, the Company reserves the right to apply the provisions governing similar relations, including the provisions contained in the Agreement itself (analogy). The relations of the Parties not provided for by this Agreement, but similar to those arising from this Agreement and/or in connection with its execution, are regulated and interpreted in accordance with the substantive and procedural law of Estonia, as well as the applicable norms of international law.
10.2 All disputes and disagreements arising in connection with this Agreement shall be resolved through negotiations between the Parties. Pre-trial consideration of disputes is mandatory for the Parties. If the Parties are unable to resolve any dispute and/or disagreement through negotiations, the Party considering its rights violated is obliged to send a pre-trial claim to the other Party, the consideration period of which is 30 (thirty) working days from the date of receipt of the claim. In case of non-receipt of a response to the claim within 30 (thirty) working days, as well as if the response is received, but does not satisfy the Party considering its rights violated, such a Party has the right to apply to the Harju County Court. If any of the parties applies to the court without observing the mandatory pre-trial procedure for considering the dispute established in this Agreement, such an application shall be left without consideration. Address for sending a claim: Estonia, Harju county, Tallinn, Kesklinna district, Vesivärava tn 50-201, 10152 and a scanned copy to email relureg@gmail.com.
11. FINAL PROVISIONS.
11.1 The declaration of any provision of this Agreement as invalid, void or of such a nature as to be unenforceable shall not render the whole Agreement invalid or void.
11.2 Entirety of the Agreement. This Agreement, as well as any rules, policies and messages of the Company posted on the Website, constitute an entire agreement between the Partner and the Company.
11.3 Changes to the terms of the Agreement. The Company may, at its sole discretion, amend the terms of this Agreement from time to time. The Company will publish changes on this Website, indicating the date of the last revision. Also, the Company will be sending an email newsletter about these changes to the contact email addresses of Partners. The Company is not responsible if the email is not read by you or ends up in spam. If you continue your relationship with the Company, it means, that you are informed about the changes and agree with them. changes to the Agreement, except to publish them on this Website. The changes shall come into force from the date of publication of the Agreement with the corresponding changes on the Website. You shall independently and regularly check for updates to the terms of the Agreement and its latest version. You understand and agree that your explicit acceptance of this Agreement and/or use of this Website after the date of publication of the amended Agreement means your full and unconditional acceptance of the amended terms of the Agreement. If you do not accept the amended terms of the Agreement, you must discontinue using the Affiliate Program.
11.4 Any changes to the terms of this Agreement, additional requirements for services not stipulated by this Agreement, shall be formalized by the Parties with the relevant Additional Agreements that form an integral part of this Agreement and come into force from the moment they are signed by both Parties. Failure to comply with the specified form of amendments and additions to this Agreement entails their invalidity.
11.5 The Language of the Agreement and the Language of the Website. The main language of the Agreement and the Website is English, which takes precedence over other editions available on the Website.
11.6 The Parties to the Agreement shall notify each other of all circumstances related to the Agreement in a reproducible form in writing, unless otherwise provided by the Agreement. The notification is considered delivered after sending the message by e-mail to the address specified as the official means of communication of the Parties: for the Partner – during registration, for the Company - on the Company's Website (relureg@gmail.com).
11.7 This Agreement should not be interpreted as the creation of an employment relationship, joint venture or association of any other form, for the purpose of tax evasion or otherwise, between the parties, and the Parties should always be and remain independent partners. Under no circumstances do legal relations arise between the Parties as between the seller and the consumer. Acting on their own behalf, the Partner is a free-standing and independent business entity on a par with the Company.
11.8 This Agreement is drawn up in English and is available for download on the Company's Website.
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