Terms and Conditions Referral Program

Billetto referral program terms & conditions This Referral Program Agreement (hereinafter “Agreement”) contains the terms and conditions of the agreement between you (hereinafter “Referrer”) and Billetto ApS. In all areas not regulated by this Referral Program Agreement, the parties shall be guided by the Billetto Terms and Conditions. 1. Objectives and Limitations of this Agreement 1.1. The objective of the Referrer in the context of this Agreement is to find new organisers (hereinafter “Referee”), refer them to Billetto, and have such Referees enter into an agreement with Billetto as an Event Organiser selling paid tickets on the website. (hereinafter “Referral”). 1.2. The Referrer is free to choose the means and techniques of contacting and communicating with prospective clients. However, the Referrer may not: a. use the Program for any illegal or unauthorised purposes. You must not, in the use of the Program, violate any laws (including but not limited to copyright laws) in any relevant jurisdiction; b. Use Billetto, it’s name or it’s brand in a negative campaign; c. purchase, register any URLs or include as a subdomain/sub-folder the Billetto brand name or misspelled words as the web address; e. use Billettos logos, images or other content as pop-ups or pop-unders to Referrer’s or a third party’s site; f. bid or appear on brand searches, misspellings or derivatives of “Billetto”; g. bid or appear on extended or hybrid brand searches of “Billetto” (for example Billetto voucher code, Billetto discount code); h. issue any communication or press release regarding Billetto or this relationship, unless specifically agreed between the parties; i. in any manner misrepresent or embellish the relationship between Billetto and Referrer j. use fraudulent, illegal, or overly aggressive or questionable sales or marketing methods; k. display information regarding Billetto and the special terms provided in a format that is accessible by Google search, i.e. the page must be blocked from search indexing, meaning that the page must have a *noindex* meta tag within its HTML code. 1.3 Billetto will determine the prices to be charged for services sold under this Program in accordance with Billetto’s own pricing policies. Services’ prices and availability may vary from time to time. If Referrer chooses to display Billetto services’ prices on his/her own website, the Referrer should keep this information up-to-date with the prices indicated on Billetto’s website. 1.4. Any violation of this Agreement may result in, among other things, termination or suspension of your rights to be a Referrer and forfeiture of any outstanding referral fee payments or other rewards earned as a result of or after the violation. 2. Referrals 2.1. Upon activation of the Billetto Account, you will have the opportunity to earn a fee or rewards for referring Referees to Billetto (hereinafter “Referral Fee”) subject to the terms and conditions provided in this Agreement. 2.2. You will be entitled to a Referral Fee: a. if the Referee you refer (hereinafter “Referred Client” or “Client”) signs up for Billetto services using a specific referral code or link provided by Billetto, sells tickets on Billetto over the value of 500 Euro and the event has completed. 2.3. Regardless of the provisions of Section 2.2 above, you will not be entitled to a Referral Fee if the Referred Client account is created by the Referrer or a person connected to the Referrer with the aim of claiming the Referral Fee without actually bringing a new customer to Billetto, as determined by Billetto in its sole discretion. 2.4 If the Referred Client signs up for Billetto services by going to Billetto’s website directly (and not through a specific referral code or link), such Referred Client will not be associated with the Referee who referred it to Billetto and, therefore, the Referee will earn no Referral Fee. 2.5 Billetto reserves the right to change the mechanism it uses to create and track Referrals at any time in its sole discretion. Referee’s continued participation in the Program after any such changes shall constitute your acceptance of such changes. 3. Referral Fee and Its Payments 3.1. Billetto will provide a report (hereinafter “Referral Page”) of any active Referral Fee(s) 3.2. The Referral Fee or award is a. 50 Euro for every Referee becoming a Billetto paying customer, to be paid out after Referee’s combined revenue earned on Billetto have exceeded 500 Euro; 3.3 Billetto may withhold payments of Referral Fee(s) for a reasonable time to ensure that all Client Agreements are valid and payments from Referred Clients are legitimate as determined by Billetto in its sole discretion. In addition, Referred Client payments for payments that are canceled or payments charged-back do not qualify for Referral Fee. 3.4. In case the Referrer believes the Referral Fee has been calculated incorrectly, the matter must be brought into Billetto’s attention by email to support@billetto.com within 5 business days of Referrer discovering the issue, otherwise the calculation shall be final. 3.5. Any costs related to the performance of the Referral Agreement shall be borne solely by the Referrer. Billetto is not obligated or required to and shall not pay any compensation to the Referrer other than the Referral Fee. 4. Taxes 4.1. Billetto shall have no responsibility for determining, remitting, or withholding any taxes applicable to the Referral Fee. 4.2. Referrer shall be solely responsible for determining whether: a. Referrer or Billetto is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Referral Fee and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Billetto, as appropriate; and b. Billetto is required by applicable law to withhold any amount of the Referral Fee and for notifying Billetto in writing of any such requirement. Referrer agrees to fully indemnify Billetto against any claims that may be asserted against Billetto or any losses Billetto may incur in the event Referrer fails to notify Billetto of such requirement (including penalties and interest). 4.3. In the event of an audit of Billetto, Referrer agrees to promptly cooperate with Billetto and provide copies of Referrer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing the Referrer is engaging in an independent business. 5. Personal data 5.1. Billetto is not obliged to share with Referrer any of the personal data of the Referred Clients (or any natural persons representing the Clients or providing services or work for them) who have concluded a Client Agreement with Billetto. 5.2. If the Referrer wishes to keep personal data concerning Referred Clients for its own internal use, the Referrer must obtain prior consent from the respective Referred Clients directly (or any natural person representing the Clients or providing services or work for them). 6. Limitation of Liability Billetto and any of its officers, directors, employees, shareholders or agents of any of them shall not be liable to Referrer for any amount or kind of loss or damage that may result to Referrer or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Program. If Referrer’s use of Material provided under this Program results in the need for servicing, repair or correction of equipment, software or data, Referrer assumes all costs thereof. Billetto’s maximum aggregate liability under or in connection with this Agreement and the Program, whether in contract, tort (including negligence) or otherwise (a “Claim”), shall be limited to a sum equal to the aggregate amount which Billetto is obliged to pay Referrer in the one (1) month period immediately prior to the period giving rise to such Claim. 7. Miscellaneous 7.1. The Referral Program Agreement shall become effective as of Referrer accepting the Agreement and will end when terminated by either party. Either the Referrer or Billetto may terminate the Referral Program Agreement at any time in its sole discretion, without cause, by giving the other party a notice of termination at least 14 days in advance. Notice by e-mail, to the Referrer’s address on the Billetto records, is considered sufficient notice to terminate the Referral Program Agreement. Upon termination of the Referral Program Agreement, Billetto will pay to the Referrer any legitimate outstanding Referral Fees. In addition, unless Billetto has terminated the Agreement as a result of Referrer’s breach of the Agreement, in which case, Billetto shall have no obligation to pay Referral Fees accrued after the termination of Referral Program Agreement, Billetto shall pay any due Referral Fees for up to one (1) month following termination of the Agreement. 7.2. Billetto reserves the right to terminate the Referral Program Agreement with immediate effect with any Referrer who Billetto reasonably believes has violated this Agreement or applicable laws. Such violating Referrer shall not be entitled to any accrued by and unpaid Referral Fees. 7.3. Referrer and Billetto are independent contractors, and nothing in this Referral Program Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Referrer has no authority to represent or act on behalf of Billetto, including to make or accept any offers or representations or payments on Billetto`s behalf. 7.4. Billetto reserves the right to update and change the terms of this Agreement from time to time without notice. Any amendments, modifications, enhancements or changes to the Program including the release of new features and resources made available by Billetto from time to time shall be subject to these terms. Continued participation in the Program after any such changes shall constitute your consent to such changes. You can review the most current version of this Agreement at any time on the Referral Page In the event you do not consent to such changes and instead elect to terminate this Agreement, then provided you are not in breach of the Agreement at the time of termination, Billetto shall pay you any Referral Fees that accrue based on the terms in effect immediately prior to your termination for twelve (12) months following termination of the Agreement. 8. Applicable law and jurisdiction 8.1. The Referral Program Agreement shall be governed by and construed in accordance with the laws of Denmark, without giving effect to any principles of conflicts of law. Unless otherwise agreed in writing by the Referrer and Billetto, any dispute arising out of or relating to the Referral Program Agreement, or the breach thereof, shall be governed by the terms set forth in Section 8.2 below. 8.2. In the interest of resolving any disputes that arise between you and Billetto in the most expedient and cost effective manner, you and Billetto agree that any and all disputes arising in connection with the Referral Program Agreement shall be resolved by binding arbitration, as further specified below: a. Arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes, but is not limited to all claims arising out of or relating to any aspect of the Referral Program Agreement, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, and regardless of whether the claims arise during or after the termination of your Billetto Account. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT TO ARBITRATE, YOU AND Billetto ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. b. Notwithstanding the contents of Section 8.2.a above, you and Billetto agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through applicable national, regional, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims. c. No Class Actions. YOU AND Billetto AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Billetto agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. d. Modifications. In the event that Billetto makes any future change to this arbitration provision (other than a change to Billetto’s address for Notice), you may reject any such change by sending Billetto written notice within thirty (30) days of the change to Billetto’s address for Notice, in which case your Billetto Account shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive. h. Enforceability. If the entirety of this Section 8.2 is found to be unenforceable, then the entirety of this Section 8.2 shall be null and void and, in such case, the parties agree that such action arising out of or related to the Referral Program Agreement shall be brought in the courts in Denmark. By accepting this Agreement herein governing the special terms and conditions, the Referrer confirms that it has reviewed the Billetto Referral Program Agreement and agrees to the terms and conditions stipulated therein.