This Agreement (hereinafter "the Agreement") is made and entered into in Athens on [ (NOTE: Add the DATE) ], by and between the following parties:Evangelos Kesaris, s/o Fotios, with corporate seat in Athens, Str 106-108 Dikaiarchou, Pagkrati 11632 with Tax Identification Number 118250160 and Corporate Registration Number 164196603000, with e-mail address:
1. Preamble1.1. The Company is actively engaged in enhancing the chess skills of its clients through e-learning services. The Company wishes to promote its services to a larger number of interested clients in order to expand its position in the market. Therefore, the Company aims to strategic collaborations with other tutors, companies, and individuals engaging in promotion and marketing services (Affiliates) in order to advertise and promote its products.1.2. An Affiliate may be either a company or an individual engaging in promotion and marketing services. By utilizing its experience and network in this field, the Affiliate undertakes to promote and advertise the Company's website, products, and services through affiliate links. Essentially, the Affiliate via these links will direct potential clients to the Company's website and he will earn a commission rate from each sale resulting from such referral.1.3. Considering all of the above, the Parties mutually agree to enter into a collaboration agreement with the purpose of achieving a better utilization of the above project. The terms of the cooperation are set forth in this Agreement.
2. Nature and Scope of the Agreement2.1. The nature of the Agreement is not exclusive. The Affiliate may promote as well other products and services without any restriction. The Company may also promote and advertise its website through other affiliates.2.2. Nothing in this Agreement creates any employment or agency relationship between the Affiliate and the Company. Neither Party may enter into contracts, assume or create any liability, or make arrangements of any kind for, in the name of, or on behalf of, the other Party.
3. Obligations and Rights of the Parties3.1. The Affiliate shall use its best efforts to actively and effectively advertise, market, and promote the website and/or products/services of the Company, with the purpose of increasing the usage of his/her assigned affiliate link/s.3.2. The Affiliate shall market, promote, and direct potential customers to the products and/or services of the Company by using in any lawful manner specific affiliate links provided to him/her by the Company. The Company will ensure that all traffic coming from the Affiliate's specific link/s will be tracked and appropriated as incoming from the Affiliate, for a period of one (1) month following a customer's interaction with the affiliate link. If within this one (1) month, from the referral to the Company's website, a customer, who has followed the affiliate link, decides to purchase any of the Company's products, then the Affiliate will be entitled to commission.3.3. If a customer visits the Company's website by following more than one link, belonging to separate Affiliates, the Company shall only pay a commission to the Affiliate whose link was activated first, within the last one month.3.4. The Affiliate shall use and display the affiliate link in a manner that does not adversely affect the Company or damage the Company's reputation or mislead visitors or conflict with any applicable laws.3.5. The Affiliate shall use its best efforts to ensure the proper functioning of the affiliate link on their website or blog or social media, ensuring that any visitor who clicks on the link is promptly redirected to the Company's website.3.6. The Affiliate during the provision of its services shall maintain with a special sense of responsibility and seriousness the name and the reputation of the Company.3.7. The Company shall provide all necessary assistance to the Affiliate to facilitate the posting of the affiliate link on the Affiliate's website, blog, or social media. The Company is not responsible for the operation or contents of the Affiliate's website.3.8. The Company shall maintain accurate records of the data used to determine the commission owed to the Affiliate.3.9. The Company expressly reserves the right to add, delete, or modify its products and services as well as its prices at any time. The Company also reserves the right to reject any order at its own discretion.3.10. Any customer that follows the affiliate link to the Company's website, upon arrival and use of the Company's website, will be deemed to be a customer of the Company. Accordingly, the Company will be responsible for all aspects of order processing and fulfillment of its purchase. The Company will be responsible for the invoicing of the customer.
4. Commission4.1. The Company shall remunerate the Affiliate with a commission for each sale facilitated by the Affiliate's referral of new customers to the Company's website. For the Affiliate to qualify for commission, the sale must be completed within one (1) month from the initial use of the affiliate URL by the customer. If the sale is completed after the one-month period, the Affiliate is not entitled to commission. Commission is owed only for completed sales; no commission is payable solely for referrals to the Company's website.4.2. The commission rate shall be set at 15% of the net retail sale price of the Company's products/services. No commission is owed if the customer cancels their purchase and requests a refund within fifteen (15) days of the purchase.4.3. Commissions shall be paid to the Affiliate on a monthly basis, within ten (10) working days following the conclusion of each month. The Company shall send to the Affiliate a monthly report with all the sales achieved within the month via the affiliate link, any refund requests received, and the total commission calculation.
5. Duration of the Agreement5.1. This Agreement shall be valid for a duration of two (2) years, commencing on the signature date and terminating on [(NOTE: Add the date)].5.2. The Agreement shall be automatically renewed for an additional two years, unless either Party provides written notice to the other Party expressing its intention not to renew the Agreement at least two (2) months prior to the expiration date.
6. Confidentiality6.1. If the Affiliate, during the term of this contract, learns any information related to the Company or to its trading activities, then the Affiliate shall treat such information as strictly confidential. The Affiliate, during the term of this contract as well as after its expiration, shall not disclose the aforementioned information to third parties and shall not use them for purposes unrelated to this contract, unless written consent is obtained from the other Party.6.2. The contents of this agreement shall also be treated as confidential information in accordance with Article 6.1. of this Agreement.
7. Intellectual Property Rights7.1. Any intellectual property rights owned by either Party at the date of this Agreement shall remain in the ownership of that Party throughout the duration of this Agreement.7.2. The Company grants the Affiliate a non-exclusive, non-transferable license to use certain Company trade names, trademarks, service marks, trade dress, logos, and other intellectual property used by the Company in identifying its business (collectively, the Company Marks) for the sole purpose of promoting the Company's services. The Company shall provide the Company Marks to the Affiliate directly.7.3. The Affiliate may not use any other Company intellectual property without the Company's prior written consent. The Company reserves all proprietary rights to the Company Marks and may immediately revoke or adjust the affiliate's license at any time on written notice.7.4. The Affiliate shall use the Company Marks in a lawful manner protecting the Company's reputation. The Affiliate may not use the Company Marks for any purpose or any other media except as stated in this Agreement or as the Company expressly approves or has approved in writing. The Affiliate shall not create, publish, distribute, or permit any written material that makes reference to the Company without first obtaining its written consent.7.5. The Company may submit written requests to modify or exclude any Company Mark from the Affiliate's website and the Affiliate accommodates the request as soon as possible.
8. Termination of the Agreement8.1. This Agreement may be terminated at any time:(a) by mutual agreement of the Parties. Any such agreement should be made in writing.(b) by either Party for material breach. Each Party may terminate this agreement with immediate effect by delivering notice of the termination to the other party:
i. If the other Party fails to perform, has made or makes any inaccuracy in, fails to comply or otherwise materially breaches, any of its obligations, covenants, or representations which are contained in this Agreement, and
ii. If the failure, inaccuracy, or breach continues and has not been cured for a period of thirty (30) days after the injured Party delivers notice to the breaching Party reasonably detailing the breach.
In such a case the injured Party reserves the right to claim any direct damages from the breaching Party. The Company is also entitled to claim any indirect damages for such contractual breach.(c) by the Company at any time and without prior notice, if the Affiliate improperly uses the Company's name, logo, or graphics or includes a link to the Company's website in any form of unsolicited communication such as spam or if the Affiliate promotes the Company in a way that is incompatible with the law or hurts the Company's image. In such cases the Agreement is considered terminated by liability of the Affiliate and the Company has the right to claim for any type of damage incurred by such actions.8.2. After the termination of this Agreement, the Affiliate shall promptly remove all marks, logos, and links related to the Company from its website and shall cease promoting the Company's website in any manner. The Company shall pay promptly the Affiliate any outstanding commissions owed for services rendered before the effective date of the termination.
9. General Terms9.1. No variation or amendment of this Agreement shall be binding on either Party unless it is made in writing in the English language and executed by the Parties or their duly authorized representatives.9.2. This Agreement constitutes the full and entire understanding of the Parties in connection with the subject matter and supersedes all prior communication, correspondence, arrangements, representations, negotiations, or agreements previously entered into between the Parties.9.3. In all cases where a provision of this Agreement is reducible, invalid, or unenforceable in terms of any legislation or other legal authority, such provision shall not affect the validity of the remaining portion of this Agreement which shall remain in force and effect as if this Agreement had been granted with no such provision and it is hereby declared the intention of the Parties that they would have executed the remaining portion of this Agreement without including therein any such provisions.
10. Compliance with LawsIn all of their activities pursuant to this Agreement, the Parties shall strictly comply with all laws, decrees, statutes, rules, regulations, codes, and ordinances of any jurisdiction that may be applicable to such activities including, without limitation, laws imposing registration and disclosure requirements.
11. IndemnityEach Party shall indemnify and hold harmless the other against any and all liability, loss, damages, fines, penalties, costs, and expenses (including, without limitation, court costs and reasonable attorney's fees) incurred by the latter as a result of breach of any obligation, covenant, representation or warranty of it set forth in this Agreement. The indemnity obligation of the Parties shall survive the expiration or termination of this Agreement.
12. Applicable Law and Jurisdiction12.1. The applicable law in this Agreement is Greek Law.12.2. The competent courts for resolving any dispute arising from or in relation to Agreement, will exclusively be the courts of Athens, Greece.
This Agreement is signed digitally by the Affiliate. The Affiliate, by clicking the relevant checkbox, gives his approval and consent to all the terms of the Agreement. The Affiliate may request a copy of the Agreement either by email to