Affiliate Agreement

About tulpn.com and the people who use it.

tulpn.com is a technical platform for running affiliate programs. Three groups of people are involved:

Customers are businesses that run their own affiliate program on tulpn.com. Each Customer has its own subdomain (for example, customername.tulpn.com) and connects its own systems to ours.
Promoters (also called affiliates) sign up to one or more Customers' programs, share referral links, and use tulpn.com to see their referrals and commissions and to request payouts from the Customer.
Referred Users are people who sign up with, or buy from, a Customer after following a Promoter's link.

We provide the software that records referrals and calculates commissions. We do not run the affiliate programs, set their terms, or handle any money. Commissions are owed and paid by the Customer, directly to the Promoter. The service is currently free, and we do not take a share of any commission.

By signing up through tulpn.com to be an affiliate of any of our Customers (the “Affiliate Program”), you agree to be bound by the terms and conditions of this agreement (the “Agreement”).

You should also read and understand each Customer’s own terms and conditions, especially those about getting paid. We do not act as an intermediary between you and the Customer. We simply enable you to register as an affiliate (Promoter) and to earn commissions, which are paid out by the Customer.

This Agreement is a legal agreement between Griffin Digital Solutions ltd, a company incorporated under English law, with its address at 28 Peel Place, IG5 0PS, London, UK (“tulpn.com”, “Griffin Digital”, “We”, “Us”) and you (the “Affiliate”, “You”). Your arrangement with each Customer is governed by that Customer's own terms.

This Agreement begins when you complete your registration with tulpn.com and ends when it is terminated by either party. Either You or We may terminate it at any time, with or without cause, by giving the other party notice. Notice by email, to your address on our records, is sufficient to terminate this Agreement.

Definitions

“We”, “Us”, “Our”, “Griffin Digital Solutions ltd” and “tulpn.com” mean Griffin Digital Solutions ltd.

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

“Customer” means a business registered with Us that runs its own affiliate program on tulpn.com. Each Customer has its own subdomain (for example, customername.tulpn.com). A subdomain represents that Customer, not Us: customerx.tulpn.com means “CustomerX”. You sign up to be an affiliate for the Customer, not for tulpn.com.

“Affiliate Program” means a Customer's affiliate program, which You take part in through tulpn.com as described in this Agreement. You can be an affiliate (Promoter) in more than one Customer's Affiliate Program.

“Agreement” means this Affiliate Program Agreement and all materials referenced in, linked from or attached to it.

“Affiliate Tool” means the tool that We make available to You, once You are accepted into an Affiliate Program, so that You can take part in it.

“Affiliate Link” means the unique tracking link that You place on your site or promote through other channels.

“Lead” means a prospective buyer who clicks on the Affiliate Link made available to You through the Affiliate Tool.

“Qualifying Transactions” means those transactions by Leads that are eligible for Commission under the “Qualifying Transactions” section of this Agreement. These may include purchases or sign-ups by Leads, as further described in the Affiliate Tool.

“Commission” means the amount shown in the Affiliate Tool for each Qualifying Transaction.

Nature of the relationship

You and We are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You will not make any statement, on your site or elsewhere, that could reasonably be taken to contradict anything in this Agreement.

Age Limit and acceptance into the program

To be accepted into an Affiliate Program, You must (i) be over 18 years old, and (ii) agree to the terms and conditions of this Agreement.

By signing up to the tulpn.com Affiliate Tool, whether as a user, Customer or Affiliate, You confirm that You are over 18 years old and agree that the terms and conditions of this Agreement apply to You in full until it is terminated.

Once You have signed up for an Affiliate Program, You will be given an Affiliate Link. You must use it to identify Yourself whenever You link to the Customer's website from your site, emails or other communications. It is your responsibility to make sure each of these links is correctly formatted.

Non-exclusivity clause

This Agreement does not create an exclusive relationship between You and Us, or between You and any Customer. You, We and each Customer all have the right to recommend similar products and services of third parties and to work with other parties.

Qualifying Transactions

1 — How referrals and Commission work. When a Lead signs up with a Customer after clicking your Affiliate Link, the Customer's systems report the sign-up to tulpn.com, and the Lead is recorded as your referral in that Customer's Affiliate Program. A Lead is recorded against one Affiliate only, and stays attached to You in that Affiliate Program.

The Customer will pay You a Commission for each Qualifying Transaction by one of your referrals, provided that You remain eligible to receive Commission under this Agreement. Depending on the Customer's terms, You may earn Commission on a referral's first payment only, or on their later payments as well, either for a limited period or for as long as they stay subscribed.

Each Customer sets its own conditions, including the Commission percentage, which transactions qualify, and how long it takes for Commission to become payable. These are shown in the Affiliate Tool. We do not control them.

Currency. Each Customer pays Commission in one currency, its payout currency, shown in the Affiliate Tool. When a Qualifying Transaction is in another currency, its Commission is converted into the payout currency once, on the day of the transaction, and that converted amount is what You are owed. The conversion uses the European Central Bank's reference rate for that day, unless the Customer reports the transaction to Us already in its payout currency, in which case that amount is used. The original amount and the rate used are shown in the Affiliate Tool.

2 — Eligibility. To be eligible for Commission: (i) the Lead must be accepted and valid; (ii) a Qualifying Transaction must have occurred; (iii) the Lead must remain a paying customer of the Customer throughout the payment maturation period, which differs from one Customer to another; and (iv) the Qualifying Transaction must not have been completed by You or by anyone connected to You, such as your employee, spouse or family member.

You are not eligible to receive Commission or any other compensation if: (i) it is disallowed or limited by the laws or regulations of the United Kingdom or of your own jurisdiction; (ii) the Customer objects to or prohibits it, or the Lead obtains a refund within the cancellation period, which depends on the Customer's settings; or (iii) the Commission has been obtained by fraudulent means, by misuse of the Affiliate Link or the Affiliate Tool, in violation of this Agreement, or by any other means that We or the Customer consider damaging to the Affiliate Program.

Commission payments may be discontinued if any of these eligibility criteria ceases to be met at any time.

3 — Acceptance and Validity. You are only eligible for Commission on Qualifying Transactions that come from Leads generated by your Affiliate Link and accepted by the Customer. A Lead is considered valid and accepted if, in the Customer's reasonable determination, they are (i) a real person and (ii) a new potential customer of that Customer. Regardless of this, the Customer reserves the right to decline a Lead at its sole discretion.

If a Lead clicks your Affiliate Link but never signs up with the Customer, no referral is recorded, and You will not be eligible for Commission on any later purchase they make. Once a Lead signs up using your Affiliate Link, they remain your referral, as described in clause 1. A person who clicks your Affiliate Link for the first time after this Agreement has ended is not a valid Lead.

4 — Engagement with prospects. Once the Customer has received a Lead's information, it may choose to engage with the Lead directly, whether or not the Lead is valid. If a Lead is not valid, the Customer may still keep the Lead's details and engage with them. Any engagement between the Customer and a Lead is at the Customer's own discretion.

5 — Commission and payment. To receive payment, You must have: (i) agreed to the terms of this Agreement; (ii) completed all the steps needed to create your account in the Affiliate Tool, in accordance with our directions; and (iii) provided valid and up-to-date payout details for that account.

How You are paid depends on the terms of each Customer, so You should make sure that a Customer's payout method is one You can use before You join its Affiliate Program. For example, if a Customer pays only by PayPal and PayPal is not available in your country, You will not be able to receive payment and should not sign up to that Affiliate Program.

6 — Refunds and cancellations. A Customer has no obligation to pay You Commission on a Qualifying Transaction that is refunded, or that belongs to a subscription the Lead cancels, before the Commission becomes payable. In that case the Commission is cancelled. You remain eligible for Commission on your other Qualifying Transactions.

If a refund is made after the Commission has already been paid to You, the Customer may deal with it under its own terms.

7 — Commission payment. The Customer determines the currency in which it pays Commission, and any conversion rate that applies. A Customer will not pay more than one Commission, or any other similar referral fee, on a given Qualifying Transaction, unless it chooses to do so at its own discretion.

8 — Taxes. You are responsible for paying all taxes and fees (including bank fees) that apply to your Commission.

9 — Commission amounts. Customers reserve the right to change their Commission amounts. The current amounts are shown in the Affiliate Tool.

Brand promotion

You have the right to use the resources and trademark images that We or a Customer make available to You, on the following conditions:

You must not alter the resources in any way.
You may use our trademarks and the Customer's trademarks only in connection with the Affiliate Program, and You may not use any competitor's trademarks in your promotion of the Customer.
You must not use our trademarks or the Customer's trademarks in a misleading way, or imply that We or the Customer endorse, sponsor or approve of your services or products, without prior consent from the owner of the trademark.
You must not use our trademarks or the Customer's trademarks in violation of applicable law, or in connection with any obscene, indecent or unlawful topic or material.
You are solely responsible for ensuring that your reviews, product descriptions and articles comply with all applicable copyright and trademark regulations and other laws. Neither We nor the Customer will be responsible if You use another party's copyrighted or trademarked material in violation of the law.
You must comply immediately if We or the Customer ask You to stop using them.

Legal stipulations

You must comply with all applicable foreign and domestic laws (including, without limitation, export laws and laws governing the sending of unsolicited emails), governmental regulations, ordinances, and judicial or administrative orders. You must also make sure that any third parties carrying out sales or referral activities on your behalf do the same.

You agree not to engage in any deceptive, misleading, illegal or unethical marketing activities, or in any other activities that may be harmful to Us, our Customers or the general public.

Affiliate Programs run through tulpn.com may be affected by the export laws and rules of the United States, as well as by any export laws and rules that apply in other jurisdictions.

Indemnification

You will indemnify, defend and hold Us harmless, at your expense, against any claim, suit, action or proceeding brought against Us by a third party that is based on or arises out of your non-compliance with or breach of this Agreement, or your misuse of any trademarks.

We will: (i) notify You in writing within thirty (30) days of becoming aware of any such claim; (ii) give You sole control of the defence or settlement of the claim; and (iii) provide You with any information and assistance You reasonably request to handle the defence or settlement of the claim.

You must not accept any settlement that imposes an obligation on Us, requires Us to make an admission, or places restrictions on Us, without Our prior written consent.

Governing law and jurisdiction

This Agreement is governed by and construed in accordance with the law of England and Wales. Disputes arising in connection with this Agreement are subject to the exclusive jurisdiction of the courts of England and Wales.