This Affiliate Agreement (the “Agreement”) is entered into by and between Preptical (referred to as “Company”) and you, the party submitting an application to become a Preptical’s affiliate (referred to as “Affiliate”), hereinafter also referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS, this Agreement is to set forth in a formal agreement the prior verbal understandings between the parties in place.

Accordingly, Company and Affiliate agree as follows:

1. The term of this Agreement (“Term”) shall begin on the Effective Date hereof and shall continue until terminated by either Party in accordance with this Agreement. Company and Affiliate acknowledge that this Agreement is not a franchise as that term is defined under any and all applicable local and/or international laws.
2. The following capitalized terms when used in this Agreement, shall have the respective meanings ascribed to them below, although the Parties recognize that the names of products, programs and services may change from time to time:
   • “Affiliate Program” means the program managed by the Company by which Affiliate places links on their Websites that connect to the Company’s website or distributes unique discounted coupon codes for which a referral fee is earned.
   • “Qualifying Purchase”, “purchase”, “sale”, or “Affiliate sale” used in this Agreement mean a Preptical Mock test package purchased by users during a visit to Company’s website through a link from Affiliate websites or using a coupon code under this Affiliate Program.
   • “Gross Revenue” shall mean all revenue received from the sale of one or more of Company’s Services by Affiliate.
   • “Net Revenue” shall mean Gross Revenue, less any and all refunds.
   • “Referral Fee” or “Commission” used in this Agreement mean sums of money duly earned by, payable to, or previously paid to the Affiliate in regard to the aggregate Net Revenue received from Qualifying Purchases made at Preptical under the terms of this Agreement and the Affiliate Program, and acknowledged as such by Company.
3. Affiliate shall have the non-exclusive, limited right, under the terms hereof, to use the Company’s Services and marketing materials, during the Term of this Agreement only for the sole purpose of marketing Company Services. All images, technology and content provided for Affiliate’s use is and shall remain the sole property of Company and no part thereof shall be deemed assigned or licensed to Affiliate except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights and applications, trade names and service marks related to the marketing materials and Company’s Services shall remain the Company’s sole property, including rights in and to any derivatives thereof.
4. Duties of Affiliate.
   • Affiliate agrees to use its best efforts to market and promote the Services consistent with the terms of this Agreement.
   • Affiliate shall protect copyrights, tradenames, trademarks, service marks, trade secrets and other confidential proprietary rights and information of Company and its affiliates.
   • Affiliate shall keep accurate records of the sales of the Services and shall make these records available for review by Company on the last business day of each month by an invoice.
   • Affiliate shall be responsible and shall bear all costs for complying with local, state, provincial, federal, national, and international statutes, rules, regulations and ordinances of any kind which related to or affect Affiliate’s duties under this Agreement.
   • Company shall not specify the business practices of Affiliate, nor regulate the manner in which Affiliate shall operate its business, provided that Affiliate (a) conducts business in a manner that reflects favourably at all times on the Services sold and the good name, goodwill and reputation of Company and its affiliates; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to Company and/or its Affiliates, the Services or the public, (c) make no false or misleading representation with respect to Company or the Services; and (d) make no representations with respect to Company or the Services that are inconsistent with this Agreement
   • Affiliate shall be deemed to be an independent contractor in its relationship with Company. Affiliate shall not hold itself out as a partner, an employee or agent of Company other than for the limited purposes of marketing the Services.
   • Affiliate will give Company the right to terminate Affiliate’s affiliate account if there is inactivity during any 12-month period, which includes but is not limited to (i) no impressions, clicks, leads, or sales generated, (ii) not responding to emails from the Affiliate Marketing Manager, or (iii) having an incomplete account profile. If an account is terminated, any unpaid commissions will be paid out, regardless of whether the threshold is met or not.
   • Affiliate will give Company the right to use Affiliate’s name, picture and contact information on Company’s websites and marketing materials as an affiliate partner of the Company indefinitely.
5. Duties of Company.
   • So long as Affiliate is not in default hereunder, Company agrees to provide Services to Affiliate in accordance with the terms and conditions of this Agreement.
   • Company shall provide Affiliate with unique discount coupon codes.
   • Company will make available reasonable marketing information, demonstrations and other marketing aids available from Company relating to the Services to Affiliate.
   • Company shall not require that Affiliate be limited as to the type, quantity or quality of any Service that Affiliate promotes or advertises.
   • Company reserves the right to change its process and/or prices, from time to time, in its sole and absolute discretion. In the event of a price change for Services, Company shall notify Affiliate in writing.
   • Company will be solely responsible for fulfilling all orders for its Services and payment processing, and customers who buy products through the Affiliate Program will be deemed customers of Company.
6. Payments
   • Company will pay Affiliate a Commission equal to 20% of the aggregate Net Revenue received from Qualifying Purchases made at Company’s website (Preptical).
   • Parties may agree on a different commission rate. In that case, the agreed upon rate is used to calculate commissions.
   • Company has a 24-hour refund policy. No payment will be made to Affiliate for sales that result in refunds during this period.
   • Payments of each month’s commissions shall be made in Euros to the bank account as nominated by the Affiliate by the end of the following month. Payments to bank accounts can be made only to eligible countries covered by Wise.
   • Affiliate shall be responsible for all taxes associated with the receipt of any payments.
   • The affiliate program has a 20 Euro minimum earnings threshold. Therefore, the affiliate must reach at least 20 Euros in affiliate commissions to be sent payment.
   • In case of breach of duties, the guilty Party shall pay the other Party a penalty of 0.5% of the value of the defaulted obligation for each day of delay.
   • Affiliates are not entitled to receive any commission for purchasing a package using their own coupon codes.
7. Either party may cancel this Agreement upon the occurrence of any of the following:
   • A material breach of any covenant, term, condition or other provisions of this Agreement, which is not remedied within ten (10) days after notice of such breach is received by the breaching party.
   • Bankruptcy, reorganization, arrangement or insolvency proceedings being instituted by or against a party.
   • Upon termination or cancellation of this Agreement for any reason, all obligations of the non-breaching party, should cancellation be due to breach, shall immediately cease, and all outstanding invoices shall immediately become due and payable.
8. Miscellaneous
   • This Agreement shall be governed by and construed in accordance with the laws of Austria.
   • The parties agreed to resolve all disputed issues through negotiations, and the issues not resolved in this way will be settled in accordance with the current legislation of Austria.
   • Notices under this Agreement shall be sufficient if in writing and delivered to the addressee by email.
   • The parties shall be released from liability for failure to fulfil their obligations if such failure is caused by circumstances of insurmountable force and their consequences, including floods, earthquakes and other natural disasters, as well as strikes, wars and hostilities, acts of state and governmental bodies, arising after the signing of the Agreement. Upon expiration of such circumstances, the fulfilment by the Parties of their obligations under the Agreement shall resume.
   • The Parties shall not have the right to transfer the obligations under this Agreement to third parties without the consent of the other Party, except as provided by law.
   • Each of the Parties states that the representative of the Party under this Agreement has all the powers provided by the current legislation and the constituent documents of the Party to exercise representation on behalf of the Party without restriction and has the right to sign this Agreement.
   • Each Party shall indemnify, defend and hold harmless the other Party, their affiliates and licensees against any and all third party claims, demands, suits, damages, losses or expenses, including attorney fees, suffered as a result of any breach of the covenants set forth above.
9. Confidentiality
   Both parties, except as otherwise provided in this Agreement or with the consent of one of the Party’s, agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning a Party or any of its affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by a Party for any purpose other than the participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than the other Party. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program or assist another party to do the same.