Instructions

 

What to expect?

When you join the ILUUM online program, a promotional code for the product will be created for you, for which customers will receive a 15% discount off of their entire order when they purchase a pair of ILUUM poles at the iluum.com online store (or for any purchase over € 53.35).

 

The promotional code for your product is unique and is intended to be freely redistributed by you to any follower / customer / member. Your promotional code is initially valid for one year or until the completion of 50 purchases, after which the purchase volume of your unique code will be increased according to the agreed terms and results.

 

For each purchase made with your unique code, you earn 10% commission, which is calculated based on the final price of the product (ie after discounts). For 50 codes, the expected earning range is usually between EUR 200 and EUR 400. The commission you earn will be automatically credited to the bank account you provided on the last day of each month, along with a report of purchases made with your promotional code for that month. The report will be sent to the email you provided.

 

To qualify for a commission payment, you must also have completed the minimum marketing tasks assigned to you by that time (for example: a post on Instagram that contains specific pre-defined links and tags). Required marketing tasks will be emailed to you along with your unique promotional code. In all marketing activities, please keep it as close to your "everyday" posting style as possible, i.e. avoid any posts that force purchases and / or other content.

 

Joining

1) To join the ILUUM online program, you must be at least 21 years old and have a registered legal entity (including independent contractor).

2) To join the affiliate program, read and agree to the terms of the affiliate program.

3) Fill out the online application form with your information and send it to us *.

4) Your application will be reviewed shortly and you will be notified of the response as soon as possible.

 

* Completion and submission of the registration form is considered as acceptance of the terms and conditions of ILUUM's affiliate program and conclusion of an agreement between ILUUM (ME Sisustus OÜ) and the candidate.

 

 

Marketing Affiliate Program Agreement

 

This is a contract between you (the “Affiliate”) and us (“ILUUM”). 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”).  These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of another program. If we update or replace the terms we or the Affiliate Tool 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 prospect who enters any page on the iluum.com website through an Affiliate’s website, other online channel or by any other means taken up by the Affiliate.

“Affliate Code” means the unique discount code you receive to give out to your Affiliate Leads to receive a discount on ILUUM Products.

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

“Commission” means an amount described via e-mail (or if applicable, in the Program Policies) for each Customer Transaction.

“Customer” means the actual user of ILUUM Products who has purchased ILUUM 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.

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

“ILUUM Products” means goods on sale via the iluum.com webstore.

"We", "us", “our”, and “HubSpot” means ILUUM (ME Sisustus OÜ).

“You” and “Affiliate” means the party, other than ILUUM, entering into this Agreement and participating in the Affiliate Program.

“Marketing Tasks” means any instructions sent to you via e-mail, which are expected of you to complete to be eligible for a Commission payment. E.g. An instagram post.

 

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.

 

Affiliate Acceptance

Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not.  Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.

 

If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. You will comply with the terms and conditions of this Agreement at all times.

 

Customer Transactions 

1. Affiliate Program Limits. 

We will pay you a Commission for each new Customer who completes an applicable Customer Transaction using an Affiliate Code made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement.  You will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that Customer at a later time or without the use of an Affiliate Code.

2. Eligibility.

To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred. You are not eligible to receive Commission or any other compensation from us if: (i) such compensation is disallowed or limited by the laws of the Republic of Estonia, or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Code, misleading claims about ILUUM Products, or by any other means that we deem to breach the spirit of the Marketing Affiliate Program, or (v) the Customer participates in our Marketing Affiliate Program. In competitive situations with other affiliates, we may elect to provide the Commission to the affiliate that we deem to be the most eligible for Commission, at our discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time. 

3. Acceptance and Validity.

You will only be eligible for a Commission payment for any Customer Transactions wherein an Affiliate Lead used your Affiliate Code, which we make available to you and are accepted by ILUUM. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion, including but not limited to a situation where you have not completed your Marketing Tasks. 

4. Commission and Payment.

In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement; (ii) completed all the necessary Marketing Tasks sent to you via e-mail or other electronic means, (iii) have provided us a valid and up-to-date payment method.

5. Requirements for Payment; Forfeiture.

Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 4(i-iii) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 4(i-iii), then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.

6. Commission Payment.

We will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion).Taxes. You are responsible for payment of all taxes and fees (including bank fees) 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. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Code.

 

Trademarks

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.

 

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.  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) comply with our style guide and Trademark Usage Guidelines if they are provided; and (iv) immediately comply if we request that you discontinue use.  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.

 

Confidentiality  

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, and (ii) ILUUM customer and prospect information, whether or not otherwise designated as confidential. 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 or (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 by law, statute, rule or regulation, subpoena or legal process.

 

Opt Out and Unsubscribing

You will comply promptly with all opt out, unsubscribe, "do not call" and "do not send" requests.  For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, "do not call" and "do not send" requests.

 

Term and Termination

1. Term.

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

2. Termination Without Cause.

  Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.

3. Termination for Agreement Changes.

 If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

4. Termination for Cause.

We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

5. 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, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Solutions Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above.  Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. 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.

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

 

Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, or (d) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

 

General

1. Amendment; No Waiver.

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 via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool 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. We encourage you to review this Agreement periodically.  If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

2. Applicable Law.

This Agreement shall be governed by the laws of the Republic of Estonia, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the Harju County Court.

3. 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.

4. Actions Permitted.

Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

5. Relationship of the Parties.

Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

6. Compliance with Applicable Laws.

You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. 

7. Severability.

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

8. Notices.

Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

info@iluum.com

9. Entire Agreement.

This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the ILUUM Products or dependent on any oral or written public comments made by us regarding future functionality or features of the ILUUM Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

10. Assignment.

You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

11. No Third Party Beneficiaries.

Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

12. No Licenses.

We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the ILUUM Products, our trademarks, or any other property or right of ours.

13. Sales by ILUUM.

This Agreement shall in no way limit our right to sell the ILUUM Products, directly or indirectly, to any current or prospective customers.

14. Authority.

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

15. Survival.

The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.