제휴 파트너 약관

These are the terms and conditions applicable to affiliate partner agreements concluded and/or performed through the Reditus SaaS partner management platform, located at www.getreditus.com (hereinafter: “Reditus”), between SEOtoolbox.io, Inc., a Delaware corporation with its principal office at 1178 Broadway, 3rd Floor #3232, New York, NY 10001, United States (hereinafter: “SEOtoolbox.io”), and Reditus users intending to provide SEOtoolbox.io with referral services.

1. 정의

The capitalized terms used in these Affiliate Partner Terms, both in the singular and the plural, have the meaning described in this article.

• Account: the account through which Partner and SEOtoolbox.io access the Reditus platform.
• Affiliate Partner Terms: the terms and conditions contained herein, as well as any annexes, which together form an integral part of the Partner Agreement.
• Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain name rights, trademark rights, brand rights, design rights, neighbouring rights, patent rights and rights to know-how.
• Lead: a potential customer directed to SEOtoolbox.io’s services by Partner as a result of Partner’s performance of Referral Services, for example via a referral link, a banner embed code or other agreed referral tools.
• Partner Agreement: an agreement between Partner and SEOtoolbox.io, of which these Affiliate Partner Terms form an integral part, and under which Partner will provide the Referral Services.
• Partner: a legal entity or natural person that uses the Reditus platform with the purpose of concluding and performing a Partner Agreement in exchange for commission.
• Partner Program: SEOtoolbox.io’s offer, published on Reditus, for Partners to enroll in its affiliate program and thus conclude a Partner Agreement.
• Party: Partner and SEOtoolbox.io (plural), or either Partner or SEOtoolbox.io (singular).
• Referral Services: referral services provided by Partner to SEOtoolbox.io in exchange for a commission in accordance with the Partner Agreement, as specified in Annex 1.

2. 파트너 계약 체결

1. A Partner Agreement is concluded by Partner’s request to enroll in the Partner Program, Partner’s acceptance of these Affiliate Partner Terms including Annex 1 and Annex 2, and SEOtoolbox.io’s subsequent acceptance and confirmation of Partner’s enrollment, all of which are performed through Reditus. Upon conclusion of the Partner Agreement, Partner is authorized to perform Referral Services for SEOtoolbox.io in accordance with the Partner Agreement.
2. In the event of inconsistencies between the applicable documents, the following order of precedence applies: (a) the Program Rules (Annex 2); (b) the Referral Services and Variable Term Sheet (Annex 1); (c) these Affiliate Partner Terms.
3. SEOtoolbox.io reserves the right to evaluate each application to enroll in the Partner Program and may, at its sole discretion, reject an application.
4. The right to perform Referral Services is non-exclusive. SEOtoolbox.io may engage other partners or affiliates for similar or identical activities, and remains entitled to perform such activities, and any other promotional activities, itself.
5. The Partner Agreement does not create a partnership, joint venture, agency, franchise or employment relationship between the Parties. Neither Party is authorized to enter into agreements on the other Party’s behalf.

3. 파트너의 의무

1. On conclusion of the Partner Agreement, Partner gains access to the functionality of the Reditus platform used to facilitate and track the Referral Services. Partner will not share its Account with third parties.
2. Partner will be provided with tools to perform the Referral Services, such as referral links, and banners, embed codes and other materials in the marketing kits at seotoolbox.io/affiliates.
3. Partner will:
   1. comply with all applicable laws and regulations in its performance of the Partner Agreement, including advertising, consumer protection, privacy and anti-spam laws;
   2. clearly and conspicuously disclose its commercial relationship with SEOtoolbox.io wherever it promotes SEOtoolbox.io, as required by the U.S. Federal Trade Commission’s Endorsement Guides and comparable laws elsewhere;
   3. not perform Referral Services via websites or other channels of an unlawful nature;
   4. not send unsolicited commercial email, SMS or similar messages (“spam”), and comply with the CAN-SPAM Act and comparable laws when it uses email;
   5. follow reasonable recommendations and requests made by SEOtoolbox.io regarding the Referral Services;
   6. not distort the tracking of the Referral Services, including by referring itself or its own accounts;
   7. not buy or bid on keywords in Google Ads, Microsoft Advertising or any similar service that contain any part of SEOtoolbox.io’s trade names or trademarks, including “SEOtoolbox” and “SEOtoolbox.io”, or misspellings of them;
   8. not run search engine ads (especially on branded terms or domain names), social media ads or other ads that compete with SEOtoolbox.io’s own marketing or could confuse customers.
4. SEOtoolbox.io provides promotional materials, which Partner may use in its Referral Services. Partner will not alter these materials, and will always use the latest versions of the materials, information and pricing published by SEOtoolbox.io.
5. Partner will inform the people it targets honestly and accurately. Partner will not provide information about SEOtoolbox.io or its services that is misleading or cannot be substantiated, and will not make any representation or promise (such as guaranteed rankings, AI mentions or traffic) that cannot be verified or fulfilled by SEOtoolbox.io.
6. SEOtoolbox.io may survey Leads referred by Partner about Partner’s promotional activities, and Partner will reasonably cooperate. SEOtoolbox.io may terminate the Partner Agreement with immediate effect if, in its reasonable opinion, the survey shows that further affiliation with Partner will or might harm SEOtoolbox.io’s reputation.
7. Any abuse of the tools provided to perform or track the Referral Services entitles SEOtoolbox.io to terminate the Partner Agreement with immediate effect, without notice. Any rights of Partner accrued before such termination lapse, unless SEOtoolbox.io decides otherwise.

4. 수수료 및 지급

1. On the conditions in Annex 1, Partner earns commission when a Lead makes eligible purchases from SEOtoolbox.io.
2. Commission is attributed, reported and calculated automatically through the Reditus platform. SEOtoolbox.io will keep the Reditus tracking in place for the full duration of the Partner Agreement.
3. SEOtoolbox.io pays commission through the payment method and in the currency specified in Annex 1. Partner is solely responsible for any taxes on its commission, and the commission paid is inclusive of any applicable sales tax, VAT or similar levies. Currency exchange and other payment costs are borne by Partner. Partner will provide any tax information SEOtoolbox.io reasonably requires to make payments (such as a Form W-9 or W-8).
4. Commission is paid out per Payment Period, as specified in Annex 1, provided the Payment Threshold in Annex 1 is met. Commission below the Payment Threshold is carried over to the following Payment Period until the threshold is met.
5. At the end of each Payment Period, SEOtoolbox.io provides a specification of the commission due or carried over, and, when the Payment Threshold is met, a self-billed invoice on behalf of Partner, which may be made available in Reditus. Partner is responsible for checking these, and must report any errors within one (1) week after the specification is issued, after which it is final.

5. 계약 기간 및 해지

1. The Partner Agreement starts on the date it is concluded under Article 2 and runs for an indefinite period.
2. Either Party may terminate the Partner Agreement at any time, without cause and with immediate effect, by written notice to the other Party.
3. SEOtoolbox.io may also terminate the Partner Agreement at any time by written notice and payment of the buyout fee specified in Annex 1, within thirty (30) days of the notice.

6. 지적 재산권

1. Nothing in the Partner Agreement transfers any right, title or interest in any Intellectual Property Rights of a Party to the other Party.
2. SEOtoolbox.io, its licensors and its suppliers retain all Intellectual Property Rights in its services and in any software or materials provided or made available by SEOtoolbox.io.
3. Rights in information made available by Partner to SEOtoolbox.io remain with Partner and its licensors.
4. SEOtoolbox.io may mention Partner on its websites and in other promotional materials, and may use Partner’s trade name, trademarks and logos for that purpose.
5. Partner may use SEOtoolbox.io’s names, logos and promotional materials solely to provide the Referral Services, and will strictly follow any conditions SEOtoolbox.io sets for their use.

7. 책임

1. SEOtoolbox.io is only liable to Partner for direct damages resulting from an attributable failure to perform the Partner Agreement. Liability for indirect, incidental or consequential damages is excluded, including lost savings, loss of data, loss of profit, damage to reputation and damage due to business interruption.
2. SEOtoolbox.io’s total liability for direct damages is limited to the commission (excluding taxes) paid to Partner in the three (3) months before the event giving rise to the damage.
3. These limitations do not apply to the extent the damage results from intent or gross negligence of SEOtoolbox.io’s management.
4. Any right to compensation requires that Partner notifies SEOtoolbox.io of the damage in writing within thirty (30) days of discovering it.

8. 불가항력

1. Neither Party is obliged to perform any obligation under the Partner Agreement if prevented by force majeure, nor liable for any loss or damage due to force majeure.
2. Force majeure includes power outages, internet, telecommunication or network failures, network attacks (including DDoS attacks), malware, civil commotion, natural disasters, terrorism, war, import and export barriers, strikes, supply stagnation, fire, floods, and any failure of a Party’s suppliers that prevents it from performing, irrespective of the reason.

9. 기밀 유지

1. The Parties will keep confidential, except as expressly permitted, (i) the contents of the Partner Agreement and (ii) information they provide to each other that is marked confidential or that the receiving Party knows or should reasonably assume is confidential. The Parties impose the same obligation on their employees and on third parties they engage to perform the Partner Agreement.
2. This article does not apply to information that: (a) is or becomes publicly available other than through a breach of the Partner Agreement; (b) was already in the receiving Party’s possession before disclosure; (c) becomes available to the receiving Party on a non-confidential basis from a source not bound by confidentiality; or (d) is developed independently by the receiving Party.
3. If a receiving Party is legally compelled to disclose confidential information, it will promptly notify the disclosing Party in writing, so the disclosing Party may seek a protective order or other remedy.
4. Promptly after the Partner Agreement ends, each receiving Party will return or, at the disclosing Party’s request, destroy all material containing the other Party’s confidential information.

10. 수정 사항

SEOtoolbox.io may amend or supplement the Partner Agreement, these Affiliate Partner Terms and their annexes at any time. SEOtoolbox.io will notify Partner of amendments in writing, and they take effect two (2) weeks after notification. If Partner does not accept an amendment, it may terminate the Partner Agreement by the date the amendment takes effect.

11. 기타

1. The Partner Agreement is governed exclusively by the laws of the State of Delaware, United States, without regard to its conflict of laws principles.
2. Any dispute arising out of or in connection with the Partner Agreement will be submitted exclusively to the state or federal courts located in the State of Delaware, unless mandatory law provides otherwise, and the Parties consent to the personal jurisdiction of those courts.
3. “Written” and “in writing” include email and communication through the Reditus platform, provided the sender’s identity and the integrity of the content can be adequately established.
4. The version of any communication as recorded by SEOtoolbox.io is deemed authentic unless Partner proves otherwise.
5. If any provision is found unlawful or unenforceable, it will be amended to the extent needed to make it lawful, in keeping with its intended meaning, and the remaining provisions stay in effect.
6. SEOtoolbox.io may transfer the Partner Agreement or its rights and obligations to a third party without Partner’s consent. Partner may not do so without SEOtoolbox.io’s prior written permission.
7. These Affiliate Partner Terms are written in English. Any translation is for convenience only, and the English version prevails.

부록 1: 소개 서비스 및 변동 조건표

1. 소개 서비스

Type: “Purchases by Leads”. Partner receives commission of 30% of the value, in US dollars as reported and calculated through Reditus, of eligible purchases made by a Lead as a result of Partner’s Referral Services, excluding discounts, taxes and any other extra charges, during the Commission Period.

“Eligible purchases” means the purchase or renewal, during the Commission Period, of an SEOtoolbox.io software subscription (the Professional or Agency plan, of any size, including add-ons such as extra keywords, articles or AI questions). Free trials are not purchases; commission starts with the first payment after a trial. Services such as consultancy, guest posts, hosting and domains are not eligible purchases.

Partner is not entitled to commission:

• for purchases that are not eligible purchases;
• for purchases by Leads who came to SEOtoolbox.io directly, without Partner’s intermediary efforts, and are therefore not reported through Reditus;
• if SEOtoolbox.io has not received payment for the purchase, or the payment is refunded or charged back (commission already paid on it may be deducted from future commission);
• if the Lead is, or was, a customer of SEOtoolbox.io before Partner referred them;
• generated by fraud, or by acts in violation of the Partner Agreement or applicable law;
• other than the commission explicitly specified in the Partner Agreement.

If SEOtoolbox.io terminates the Partner Agreement without cause, or Partner terminates it under Article 10, Partner remains entitled to commission for the full Commission Period of each Lead. The commission for each Lead in each remaining Payment Period is assumed to be the average commission accrued for that Lead in the Payment Periods before termination, unless SEOtoolbox.io proves otherwise.

부록 2: 프로그램 규칙

In addition to Article 3, Partner will:

• always use its own referral link or embed code, so referrals are credited correctly;
• write the name as “SEOtoolbox.io”;
• describe the offer as “7-day trial, no credit card required”, and not invent discounts, coupon codes or prices;
• not present itself as SEOtoolbox.io or as part of its team;
• not change, recolor or distort the SEOtoolbox.io logo or the banners;
• not use cookie stuffing, forced clicks, hidden iframes or any other technique that sets a referral without a deliberate click by the visitor;
• not place its referral link on coupon or deal sites, or in browser extensions, without SEOtoolbox.io’s prior written permission.

Questions about these terms? Apply or contact us through Reditus.