Dear User, welcome to the section of our Terms & Conditions that govern the affiliate program of the Teyuto platform.

Teyuto SRL’s information: 

Registered office: Via Ippolito Pindemonte 63, Florence (FI), 50124

VAT number: 06781570483

PEC: teyuto@legalmail.it
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Preamble:

• Teyuto is a company that develops video solutions, in particular it markets a SaaS technology that allows the creation of customized video platforms and their distribution.
• Within its portal, Teyuto has activated an affiliation program called the “Affiliate Program” which provides for the identification of qualified third parties as well as their cooperation in the distribution of the services offered by Teyuto.
• The subjects that become members of the affiliate program prepared by Teyuto declare that they have read the following terms and conditions and accept them in their entirety.

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Art. 1 - Definitions and object of the contract

• The terms used below with a capital letter - both in the singular and in the plural - have the following meaning:

Client: the subject, other than the Affiliate, that owns a subscription Service on the Platform.

Referral Code: the code (that will be provided both in alphanumeric format, and also through a link) that associates a purchase made by a customer with the Affiliate who promoted the aforementioned purchase, to be used in the fields expressly provided for on the Platform.

Affiliate Commission: a cash commission that Teyuto pays to the Affiliate on each Customer purchase made using the specific Referral Code associated with the Affiliate itself.

Third Parties: any person other than the Affiliate or Teyuto.

Platform: the software infrastructure created by Teyuto to allow Users, through their devices, to use the Service.

Affiliate Terms & Conditions: this document prepared by Teyuto Srl and accepted by the Affiliate.

Service: the right and the effective possibility for the User to use the Teyuto software, such use being contingent on the specific functions potentially purchased by the user through its individual account.

Terms & Conditions: the document that users accept by means of the appropriate flag when registering on the Platform or when accessing the services via a specific direct link.

User: the subject who, through the registration process, has created and owns an account on the Platform or the subject who is occasionally hosted on the Platform or who uses the services without any obligation to register.

• Through these Affiliate Terms & Conditions the parties intend to establish a commercial collaboration by virtue of which Teyuto undertakes to recognize the Affiliate the status of “ Teyuto Affiliate”, consequently conferring specific rights and obligations.
• In particular, the status of “ Teyuto Affiliate” gives the Affiliate the right to obtain an Affiliate Commission for each User who makes a purchase on the Platform that is referable to the Affiliate in the manner provided for in the Affiliate Terms & Conditions.
• For the purposes of carrying out the activity referred to in this Agreement, the Affiliate will be the holder of a unique Referral Code - to be communicated to the Purchasing Third Party within its own communication channels, for the latter to use it where required - through the which the Affiliate will be associated to the purchase made.

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Art. 2 - Rights and obligations of the Affiliate

• The Affiliate undertakes to be aware, with a high degree of specificity, of the Services offered by Teyuto and the various ways in which the Platform may be used, in order to correctly illustrate these functions within its communication channels to potential Customers.
• The Affiliate has the right to insert the qualification of “Teyuto Affiliate” on the home page of its website, as well as within its online communication channels, displaying, where it deems appropriate, the appropriate icon or image made available by Teyuto.
• The Affiliate will also be free to organize its business independently and in the ways it deems most appropriate, subject to compliance with the quality standards agreed in this Agreement.
• The Affiliate undertakes not to explicitly declare or imply the existence of any relationship or affiliation between Teyuto and the Affiliate or other Third Parties, except where expressly permitted - in the manner in which it is permitted - by these Affiliate Terms & Conditions.
• Teyuto reserves the right to modify at any time and in full freedom - communicating, where possible, the aforementioned modification - the price and type of Services offered, without this affecting in any way the relationship with the Affiliate.

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Art. 3 - Use of distinctive signs

• The Parties are entitled to use the distinctive signs of the reciprocal contractors of these Affiliate Terms & Conditions - of which they will retain the exclusive ownership, putting in place the due precautions so as to not generate confusion - within the limits of the following code of conduct:

• Teyuto will be entitled to use, for the entire duration of this Agreement, the Affiliate’s trademarks for any independent commercial and marketing action that it deems appropriate to carry out in the framework of the so-called co-branding mode.
• The Affiliate will be entitled to use the Teyuto trademarks - in compliance with quality standards and protecting the company’s image - for commercial and marketing actions aimed at promoting the services of the Platform.

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Art. 4 - PROMOTION ACTIVITIES - Exclusive agreement - PROHIBITION OF ASSIGNMENT

• The Affiliate undertakes not to carry out the same promotional activities covered by these Affiliate Terms & Conditions on behalf of companies directly or indirectly competing with Teyuto - in particular in the supply of video distribution services - or which provide services that overlap in all or in part with those provided by Teyuto.
• The Affiliate also undertakes not to use - as a distributor of video technology as pertains its organization or professional activity - products or services by Teyuto’s competing companies.
• The violation of art. 5 will give Teyuto the right to terminate this Agreement with immediate effect.
• These Affiliate Terms & Conditions and the rights deriving from it and the related benefits may not be transferred by the Parties to third parties, either in whole or in part.

Art. 5 - Fees

• The acquisition of the “Teyuto Affiliate” status does not involve any cost or financial expense for the Affiliate.
• The amounts paid to the Affiliate by Teyuto for the activity carried out are set out according to the following table:

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Affiliate Commission, paid by Teyuto on the Customer’s purchase made using the specific Referral Code

25% (twenty five) on the ordinary list price plus any extra fees.

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• The amount to be paid to the Affiliate is quantified at the finalization of each purchase on the Platform or charged to the Customer and paid by Teyuto on the twenty-seventh day of the month following that in which the purchase was made, with a margin of tolerance of 30 (thirty) days from the aforementioned date.
• In the case of recurring purchases, the Affiliate will receive the Affiliate Commission for the entire duration of the automatic renewal period, for as long as the “Teyuto Affiliate” status continues.
• If the Customer interrupts a recurring charge and subsequently purchases the same service with automatic periodic debit, the latter will be considered as a new contract.
• The Parties, for the purposes of billing activities, will use, as regards Teyuto, the reference data indicated in the following table and the Affiliate will be obliged to communicate their billing data within 10 (ten) days of the first sale via referral code or configure the available remuneration methods through the management system.
• The cookie window has a duration of 30 days, the conversions that occur within this window will be attributed to the Affiliate and the conversions that occur after this window will not be attributed to the Affiliate.

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Art. 6 - Quality standards and compliance with the applicable legislation

• In carrying out the activities covered by these Affiliate Terms & Conditions, the Affiliate undertakes to promote and safeguard the highest level of reputation and prestige of Teyuto. To this end, the Affiliate undertakes to maintain the highest professional standards inherent to the activity covered by this agreement and the Affiliate will be held responsible for any damage to Teyuto’s image that may be caused by violations of the aforementioned standards.
• Teyuto has the right to verify, at any time, that the Affiliate is maintaining the quality standards and, in the presence of clear indicators of non-compliance with the aforementioned standards (such as, by way of example and not limited to, incorrect or fraudulent information, unacceptable website, etc.) revoke the status of “ Teyuto Affiliate” .
• The Affiliate undertakes to maintain an appropriate level of decorum, safety, quality and optimization of the sites and channels where it promotes Teyuto’s Services. The following websites are deemed unacceptable:

• Websites that promote or contain sexually explicit material;
• Websites that promote violence or contain violent material;
• Websites that promote or contain libelous or defamatory material;
• Website that promote discrimination or engage in discriminatory practices based on race, sex, religion, nationality, disability, sexual orientation or age;
• Websites that promote or engage in illegal activities;
• Websites that include any registered trademark of Teyuto, or a variant or distortion of a registered trademark of Teyuto, anywhere in the domain name;
• Websites that include any registered trademark of Teyuto in the username, group name, or other identifier on any social networking site;
• Websites that otherwise infringe intellectual property rights.

• The Affiliate also undertakes to comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions and other requirements of any government entity to whose jurisdiction you are subject, including laws governing electronic marketing. (e.g., privacy or electronic communications regulations) and the laws and regulations on the processing of personal data and on privacy, together with the applicable regulations on advertising and promotion.

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Art. 7 - Confidentiality obligations

• The Affiliate undertakes to keep strictly confidential - during the term of the agreement and after its conclusion - the Confidential Information that will be exchanged in execution of the activities resulting from the signing of these Affiliate Terms & Conditions.
• For the purposes of this agreement, Confidential Information means all information exchanged between the Parties, in written or oral form, during the period of validity and for the purposes of the agreement itself. In any case, this definition includes information relating to the so-called technological, strategic, commercial, financial know-how such as, by way of example but not limited to, process information, product information, technical documents, archives and databases, company strategies, excluding only information that: (a) is in the public domain and / or (b) is contained in documents lawfully known to the receiving party before the latter obtained the same information from the disclosing party, and / or (c) are lawfully received by the receiving party from third parties without this resulting in a breach of contract.
• Confidential Information shall not be published, advertised or disclosed to third parties by the Affiliate, unless this has been previously authorized in writing by the party having such information. Said information, data and knowledge must be used to the extent and with the means strictly necessary for the purpose of these Affiliate Terms & Conditions and in ways that do not in any way compromise the nature of confidentiality or otherwise cause damage.
• The Affiliate undertakes to adopt all the precautions and security measures necessary to protect the Confidential Information, data and secret knowledge and to ensure that the nature of their confidentiality and secrecy is not compromised in any way.

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Art. 8 - Duration OF TEYUTO AFFILIATE STATUS

• The Status of “Teyuto Affiliate “ begins from the moment these Affiliate Terms & Conditions are accepted and, except as established by Art. 6, will last for 12 months. At the end of the aforementioned period, the agreement between the parties will be tacitly renewed.

Art. 9 - Withdrawal, suspension and termination

• Both parties have the right to unilaterally withdraw from the contract without giving reasons. The desire to withdraw from the contract must be communicated to in writing, with a notice of at least 7 (seven) days and by e-mail to info@teyuto.com
• With reference to the obligations set out in these Affiliate Terms & Conditions, Teyuto has the right to suspend, as well as, pursuant to art. 1456 of the Civil Code, to terminate the contract if the Affiliate is found in breach, and revoke the status of “Teyuto Affiliate” , in the event of:

• Improper use of distinctive signs, in violation of art. 4, lett. b).
• Violation of the exclusivity of the agreement, pursuant to art. 5.
• Serious or repeated violation of quality standards, as per art. 6, paragraphs 1 and 2.
• Violation of the specific quality standards described in art. 6, paragraph 3.
• Violation of the obligation to comply with the applicable regulation as described in art. 6, paragraph 4.
• Violation of the confidentiality obligations pursuant to art. 7.

• In addition to the aforementioned hypotheses, Teyuto has the right to terminate this relationship in the event of closure or disposal of the entire “Affiliate Program” by notifying the Affiliate at least 60 (sixty) days in advance.

Art. 10 - Liability

• The Affiliate will be solely responsible for its own communication channels and, in particular, for its own site, including its development, operation and maintenance and for all materials displayed on it or contained therein. In particular, the Affiliate will be responsible for:

• the technical functioning of its site and all related technical equipment;
• for the publication of the Referral Code in accordance with these Affiliate Terms & Conditions or any additional technical documentation and any agreement between Affiliate and any other Third Party (including restrictions or requirements to which the Affiliate has been submitted by the party hosting its site);
• the creation and publication of messages and the guarantee of the accuracy, completeness and adequacy of the material published on its website (including all descriptions of the Services and any information relating to the Referral Codes);
• how it uses its content, its website, and the material published or contained on the website, which must be done in such a way so as not to constitute an infringement, violation or misappropriation of any of the rights of Teyuto or those of another Third Party (including copyright , trademarks, privacy, advertising or other intellectual property or proprietary rights);
• the accurate and adequate communication on its website, through the publication of the privacy policy or otherwise, of the methods it employs to collect, use, store and disclose the data collected on visitors, including, where applicable, in the event that Third Parties may provide content and advertising, collect information directly about visitors and place or recognize cookies on the visitors’ browsers;
• how it uses Teyuto content and trademarks, whether or not authorized under this Agreement.

• Under no circumstances - except as required by law - will Teyuto be held responsible for any question or claim by the Affiliate’s own users. To this end, the Affiliate agrees to defend, indemnify and hold Teyuto harmless from all claims, damages, losses, liabilities, costs and expenses (including legal fees) in relation to:

• its website or any material appearing on its website, including the association of its website or those materials with other applications, content and processes;
• the use, development, design, manufacture, production, advertising, promotion or marketing of its website or of any material that appears on or is contained in its website;
• the use of any content, whether or not it is authorized by this Agreement, by any additional technical documentation or applicable law;
• your breach of any term or condition of this Agreement, any additional technical documentation or applicable law;
• negligence or willful misconduct of oneself or of one’s employees.

• Furthermore - given that the relationship with the Users of the Platform is governed solely by the Terms & Conditions - Teyuto will not be liable towards the Affiliate in the event of anomalies, malfunctions, bugs, data losses, or any other irregularities in the correct functioning of the Platform that occurs to the detriment of the Customers acquired through the Affiliate’s activity. This limitation of liability covers any direct, indirect, incidental, special, punitive or consequential damage possibly suffered by the Affiliate, as well as cases of loss of profit, loss of revenues, loss of earning opportunities, loss of business opportunities, damage to the reputation, loss or compromise of data, as well as any indirect or consequential damage or loss, with respect to the aforementioned cases. The Affiliate has the duty to inform its users in this circumstance.
• In any case, Teyuto’s overall liability arising from these Affiliate Terms & Conditions or from the “Affiliate Program” will not exceed the total Affiliate Commissions paid or payable under this agreement in the twelve months immediately preceding the date on which the event that resulted in the most recent liability claim occurred.

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Art. 11 - Privacy

• Pursuant to art. 13 and 14 of the EU Regulation n. 679/2016 (GDPR), the personal data contained in this Agreement will be subject to manual, electronic and IT processing by Teyuto in compliance with current legislation and for the execution of the obligations undertaken with this contract. These data will not be disclosed to third parties.
• In any case, the interested party will have the rights provided for in articles 16-22 of the EU Regulation no. 679/2016 (GDPR).
• The complete information can be consulted at https://teyuto.com/legal-docs/?#privacy .

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Art. 12 - Final Provisions and Jurisdiction

• The preamble and any attachments form an integral part of these Affiliate Terms & Conditions.
• These Affiliate Terms & Conditions replace any previous agreement between the Parties contained in any oral or written agreements, relating to the execution of what is established in this document and may be supplemented by any technical documentation relating to the operation of the Platform, issued by Teyuto.
• If one or more clauses are considered null or rendered inapplicable by the effect of the law or by a decision that is imposed on the Parties, this will not nullify of all these Terms & Conditions of Affiliation, nor alter the validity and mandatory character of all the other clauses.
• These Affiliate Terms & Conditions and any dispute or claim arising out of or relating to it, its object or its drafting are governed and interpreted in accordance with Italian law. The resolution of any dispute or claim deriving from these Affiliation Terms & Conditions will be devolved to the exclusive competence of the Court of Bologna.

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