AFFILIATE PROGRAM GENERAL TERMS & CONDITIONS

VERSION DATE: February 21, 2014

The following General Terms and Conditions are intended for (i) Website owners (hereafter, "Affiliates"), who wish to participate as Affiliates in the Affiliate Program provided by Inveo s.r.o. (hereafter, "Program", governed by II. and IV. in these General Terms and Conditions) on the basis of these General Terms and Conditions.

I. Object of the Program/Affiliate Management

The object of the Program is to publish electronic advertisements on the website of the Affiliate for software products offered by Inveo s.r.o. via Inveostore.com. Instead of fixed compensation, the Affiliate receives Advertising Cost Compensation based on orders with irrevocably completed payment (also called "Commission" in the Affiliate Program Control Panel) in exchange for publishing the advertisements. The Advertising Cost Compensation depends on the actual sales generated by end users referred via the electronic advertisement / the Affiliate's link. Inveo s.r.o. handles the distribution of the products in accordance with the terms and conditions and provisions of the underlying Inveo s.r.o. Terms & Conditions.

"Affiliate Program Control Panel" is defined for the parties within the meaning of these General Terms and Conditions to mean the Affiliate's password-protected secure interface that allows the Affiliate to (i) gain access to referred sales through a secure online connection and (ii) change Affiliate-related settings for Program participation, e.g. input or alteration of personal data, definition of default style within the context of the given technical limitations.

II. Program

§ 1 Affiliate Participation

These General Terms and Conditions become the basis for the business relationship between the parties to the Program when the check box in the registration process is clicked (confirmed). Once the Affiliate has registered, the Affiliate is considered to be a participant in this Program and is bound by these General Terms and Conditions.

§ 2 Products under the Agreement

(1) The Products under the Agreement are software products designated by Inveo s.r.o. and sold on Inveostore.com

§ 3 Affiliate Program Control Panel

(1) After successfully completing the registration process for participation in the Inveo s.r.o. Program, the Affiliate will be sent a user email and a password to access the "Affiliate Program Control Panel". With the user email and password, the "Affiliate Program Control Panel" provides the Affiliate access, via a secure online connection, to a secure area on Inveostore.com web site so that the Affiliate may, at any time, view the number of sales the Affiliate has referred, as well as change other settings.

(2) When using the user email and password, the Affiliate shall observe the following obligations and precautions: (i) the user email and password is for the Affiliate's own use only; (ii) the password shall be kept strictly confidential; the Affiliate shall take due care to ensure that no unauthorized parties learn the password; (iii) if the Affiliate lose their password or if there is a possibility that an unauthorized party has learned the user email and password, the Affiliate shall immediately report this to Inveo s.r.o. which can then block the Affiliate's access to the Affiliate Program Control Panel. Any actions carried out with the user email and password will be attributed to the Affiliate.

§ 4 Integration of the Link/Generating Cookies

(1) The Affiliate incorporates a link to the product under the agreement on the Affiliate's website referring to Inveostore.com website. This link is provided in the Affiliate Program Control Panel. The link that is provided contains an individualized Affiliate ID by means of which any sales can be attributed to the Affiliate. Proper technical integration of the link is the responsibility of the Affiliate. If the links do not function, no Advertising Cost Compensation will be paid.

(2) The Affiliate shall indicate on the Affiliate's website that (i) the Affiliate is participating in the Program as an independent partner of Inveo s.r.o. (ii) the seller of the product is Inveo s.r.o.

(3) The Affiliate shall provide a brief description for each product on the Affiliate's website. The Affiliate is responsible for the content, the style and the layout of this information. Inveo s.r.o. can provide the Affiliate with graphics and text in an electronic format for use in describing the product, which the Affiliate shall use for the purpose of advertising the products under the Agreement and links according to Inveo s.r.o. instructions. The Affiliate should be aware that the product prices and availability may change at any time. It is not recommended that the price be listed or copied on the Affiliate's website. Maintenance of these product prices is possible only on the website Inveostore.com of Inveo s.r.o.

(4) The Program allows the Affiliate to generate cookies only if using a link provided by Inveo s.r.o. in a visible manner, and if the user opted in to generating the cookie. Invisible links to the order process in order to generate a cookie on the website visitor's computer are not allowed, e.g., by using iFrames, pop-ups, pop-unders or layers that download advertising materials from Inveo s.r.o. and place a cookie on the visitor's computer without the visitor's active participation.

§ 5 Order Processing

(1) Inveo s.r.o. shall be responsible for all order and payment processing for the referred end user according to the terms and conditions. Inveo s.r.o. handles refunds and returns and provides end user service relating to the administration of the order.

(2) Inveo s.r.o. reserves the right to reject queries and orders which do not meet Inveo s.r.o. requirements including, in particular, orders by referred end users who do not meet credit requirements, who do not authorize direct debiting from their bank account, or who do not present a valid credit card.

(3) An agreement with the referred end user does not exist until either a written or electronic order confirmation arrives from Inveo s.r.o. Typographical, printing and computation errors on the Affiliate's website are at the expense of said Affiliate.

§ 6 Advertising Cost Compensation

(1) The Affiliate is entitled to payment of the Affiliate's Advertising Costs for the duration of participation in this Program. This claim arises if an end user arrives via the link integrated on Affiliate's website at the Inveostore.com order page under this Agreement, and end user uses the automatic ordering system by completing the registration and payment processing, so that the Affiliate's link is deemed to be directly causative for the entry of the end user into the agreement and end user's payment, proving that payments are irrevocably completed ("agreements arising in a qualified manner").

(2) Insofar as the referred end user accepts cookies when clicking on Affiliate's link and does not delete the cookie, and if the cookie is not overwritten by another Affiliate, proceeds from all end user orders will be taken into account if end user becomes customer within the lifespan (of max. 60 days) of the cookie used.

(3) Inveo s.r.o. shall record and compute the amount of said Advertising Cost Compensation for the Affiliate.

(4) The computation basis for determining the value of the Advertising Cost Compensation is calculated by the gross sales price (including taxes, shipping and handling, etc.) actually invoiced to the referred end user. The percentage of the respective Advertising Cost Compensation is 17 % of the effective gross sales price of the software or service.

(5) The Advertising Cost Compensation shall not be paid if and insofar as it is determined that the end user will not meet their payment obligations or will meet them only partially, or if for any other reason the invoice to the end user was cancelled (e.g. in cases where a chargeback of a credit card charge, a return of a direct debit payment or a return of the software product occurs). Repayment of previously paid Advertising Cost Compensation can be requested from the Affiliate in these cases and offset against the next payment or invoiced to the Affiliate at Inveo s.r.o. discretion.

(6) For orders that can be associated with an unauthorized use of cookies by the Affiliate in accordance with II. § 4 (4), the Affiliate is not entitled to Advertising Cost Compensation. In this case, Inveo s.r.o. reserves the right to immediately request repayment of Advertising Cost Compensation by the Affiliate based on unauthorized usage of cookies.

(7) The payment of the Advertising Cost Compensation shall occur monthly insofar as the sum due exceeds a value of EUR 30. If this is not the case, the sum due can be retained until a total value of at least EUR 30 is reached, at the latest, upon termination of the Affiliate's participation in the Program.

(8) The payment can be made by PayPal or Moneybookers (Skrill) as chosen by the Affiliate.

(9) The invoicing is deemed to be approved if the Affiliate does not object in writing, including a statement of reasons, within four (4) weeks.

III. General Terms

§ 1 License

Upon registration of the Affiliate, Inveo s.r.o. grants the Affiliate a non-exclusive, revocable right to use provided advertising material, notices and all further presentations (insofar as available - also known hereafter as "Material") only for the purpose of designating their website as a "Partner Website" and presenting the designated advertising material. The right to edit or modify the transferred Material without prior written permission of the Inveo s.r.o. is expressly excluded. Inveo s.r.o. retains all rights with regard to our logos, our trade name or our trademarks and other industrial property rights. Inveo s.r.o. is authorized to revoke the license granted to the Affiliate at any time by written notice.

§ 2 Changes to These Provisions

Inveo s.r.o. RETAINS THE RIGHT TO MODIFY AND TO SUPPLEMENT THESE GENERAL TERMS AND CONDITIONS AT ANY TIME. THE CURRENT VERSION WILL BE MAINTAINED FOR VIEWING AS A HYPERLINK ON INVEOSTORE.COM WEBSITE. THE AFFILIATE IS ENTITLED TO OBJECT TO SUCH CHANGES WITHIN 14 DAYS OF THE ANNOUNCEMENT OF CHANGED GENERAL TERMS AND CONDITIONS. IF NO OBJECTION IS RECEIVED DURING THIS TIME, THE PARTICIPANT IS DEEMED TO HAVE ACCEPTED THE CHANGES AND THEY WILL BECOME PART OF THE EXISTING CONTRACTUAL RELATIONSHIP. In the event of an objection, the Affiliate is entitled to terminate this Agreement as of the date on which these changes take effect, by way of sending a written termination notice to Inveo s.r.o. to be received by Inveo s.r.o. no later than the day on which the changed General Terms and Conditions take effect. If the Affiliate fail to terminate the Agreement as defined in the previous sentence, the changes are deemed agreed to by the Affiliate.

§ 3 Correspondence

Correspondence shall take place preferably via e-mail, which is accorded the same status as postal mail. Effective dates are always agreed as "Receipt by Recipient", unless agreed otherwise. For e-mail, the receipt of the message on the destination mail server is deemed to be the time of receipt.

§ 4 Independence of Contractual Relationships

The parties to the Agreement shall operate their websites independently of one another and are solely responsible for the content, technology used, and design. This Agreement may not be construed as establishing between the parties a company or an association, nor does it establish an employment relationship or a commercial agent agreement. The parties to this Agreement are not authorized to act in the name of the other party and/or to accept or make any statements on behalf of the other party, pursuant to these General Terms and Conditions.

§ 5 Guarantee by the Affiliate for the Affiliate's website

(1) The Affiliate shall be responsible for the entire content of the Affiliate's website. The Affiliate guarantees in particular that (i) the Affiliate will integrate the transferred advertising Material according to the provisions and instructions of Inveo s.r.o. into that Affiliate's website insofar as said Material were transferred to the Affiliate; (ii) the material used on the Affiliate's website will not contain any representations of violence, explicitly sexually content or discriminatory statements or representations with regard to race, sex, religion, nationality, handicap, sexual preference and orientation, or age, nor will said material be unlawful in any way; (iii) the material used on the Affiliate's website will not infringe upon the rights of third parties, particularly patents, copyrights, trademarks or other industrial property rights as well as general personality rights and cannot be mistaken for the products of Inveo s.r.o. or a website operated by Inveo s.r.o.; (iv) the Affiliate will not send any e-mail without the express consent of the recipient(s) (no spam messages).

(2) The Affiliate shall guarantee the properties of the Affiliate's websites named in section 1 and indemnify and keep fully indemnified Inveo s.r.o., its subsidiaries and its and their directors, officers, employees and agents upon demand from any and all claims, demands, costs, liabilities, losses, expenses, and damages (including reasonable attorneys' fees, costs, and expert witnesses' fees) arising out of or in connection with any breach by Affiliate of its warranty set out in this clause.

§ 6 Contractual Penalty

(1) If the Affiliate uses cookies in an unauthorized manner, as defined in II. § 4 (4), Inveo s.r.o. is entitled to a contractual penalty. The amount of the penalty equals the Advertising Cost Compensation relating to Inveo s.r.o. that was paid to the Affiliate within the last three (3) full calendar months after Inveo s.r.o. became aware of the unauthorized use of cookies by the Affiliate as defined in II. § 4 (4).

(2) Irrespective of the contractual penalty defined in section 1, Inveo s.r.o. is free to exercise their termination rights at any time as defined in § 8, in the event of the use of cookies by the Affiliate in an unauthorized manner as defined in II. § 4 (4).

§ 7 Limitation of Liability

(1) The parties exclude mutual liability for slightly negligent violation of obligations in connection with this Agreement, with the exception of IV. § 5 and II. § 5 (3) of this Agreement. This includes in particular the exclusion of liability for lost profit, the loss of data, or interruption of or errors in the operation of the Affiliate's website. The above liability exclusion also applies to the personal liability of employees, representatives and persons employed to perform the obligations of the parties to the agreement. The limitation of liability does not apply to claims arising through initial incapacity or in case of justifiable impossibility.

(2) Any possible product liability claims are unaffected by the above limitations. Insofar as Inveo s.r.o. violates an essential obligation under the Agreement, the obligation to pay restitution is limited to the damages that typically arise.

(3) Inveo s.r.o. makes no guarantees in regard to the software products or services offered via Inveostore.com website. Moreover, Inveo s.r.o. does not guarantee the Affiliate that the operation of Inveostore.com websites will be maintained without interruptions and without errors. Liability is expressly excluded for the consequences of such interruptions or errors.

§ 8 Agreement Period / Cancellation

This Agreement is entered into for an unlimited period of time, and either party may cancel this Agreement at any time in writing without stating the reason.

§ 9 Termination of the Agreement

(1) When the Agreement ends, all usage rights of the Affiliate accorded by this Agreement with regard to the provided logos or website contents expire.

(2) Upon termination of the relationship under this Agreement, the Affiliate is obligated to undertake all of the technical measures necessary to delete from the Affiliate's website all links that refer to the websites of Inveo s.r.o.

(3) Inveo s.r.o. is authorized to retain final payment for a reasonable time, at minimum for up to 30 days after the end of the respective calendar quarter, to ensure that the correct amount is paid. If the Advertising Cost Compensation was previously paid by Inveo s.r.o., it can be reclaimed from the Affiliate and offset against a payment or invoiced to the Affiliate at Inveo s.r.o. own discretion in case of chargebacks and refunds in respect of the end customer.

§ 10 Final Provisions

(1) If a party is unable to fulfill its obligations under the Agreement for reason of force majeure, it shall immediately inform the other party thereof and do everything in its power to resume normal operations as quickly as possible. In such case, the affected party shall not be deemed to be in breach of contract and cannot be held liable.

(2) Additional agreements, changes or additions are valid only if confirmed in writing by Inveo s.r.o. The same applies to the warranting of properties.

(3) If any provision of this agreement is or becomes invalid, the validity of the remaining provisions shall not be affected. Insofar as a provision is invalid, the parties will agree on a new provision which comes as close as possible to the intent of the invalid provision and which is legally valid.

(4) Even in case of agreements with foreign (non-Czech) Affiliates, this Agreement is governed by the law of the Czech Republic. The place of jurisdiction for all claims arising in connection with this business relationship is Prague, Czech Republic, insofar as the parties to the Agreement are business people or one party to the Agreement has or moves his/her registered office or domicile abroad (outside of Czech).