Last Modified March 11, 2025

This Affiliate Program Agreement (“Affiliate Agreement”) is made and entered into between Jellydator Systems, UAB (“Company,” “we,” “us,” or “our”), a company operating in accordance with the laws of the Republic of Lithuania, and individuals who have been approved as participants in the Jellydator Affiliate Program (hereinafter “you,” “your,” or “Affiliate”).

As an Affiliate, you can earn commissions by successfully referring new Users to our Platform, located at www.jellydator.com (hereinafter the “Platform”). Participation in the Affiliate Program is subject to the terms of this Affiliate Agreement, as well as our Terms of Service and Privacy Policy.

1. Definitions

1.1. The following words, wherever used in this Affiliate Agreement, shall have the meaning as defined hereunder:

• Referee - means a new user who signs up for Jellydator through an Affiliate’s referral link.
• Affiliate Link - refers to the unique referral link assigned to each Affiliate.
• Commission - refers to the monetary reward earned by an Affiliate for successful referrals.
• Qualifying Transaction - refers to a valid subscription payment made by a Referee that is neither cancelled nor refunded.

2. Eligibility and Enrollment

2.1. Standard Eligibility
To be eligible for the Affiliate Program under standard enrollment, you must have successfully referred at least twenty-five (25) new users through the Jellydator Referral Program before applying for the Affiliate Program.

2.2. Special Eligibility for Media Channels and Influencers
Individuals representing media channels and influencers may apply without meeting the standard referral requirement outlined in Clause 2.1 above. To apply under this special eligibility, please contact us directly at [email protected] or complete the dedicated application form available on our website.

2.3. Application for Affiliate Program
Eligible candidates may apply to become Affiliates by either:

• 2.3.1. Sending an email to [email protected] with the subject line “Affiliate Enrollment,” or
• 2.3.2. Filling out the designated form available on our website for candidates who may qualify under special eligibility criteria.

2.4. Enrollment

• 2.4.1. Acceptance into the Affiliate Program, regardless of eligibility category, is not guaranteed and remains solely at our discretion. We reserve the right to approve or reject any application without providing a reason.
• 2.4.2. By enrolling in the Affiliate Program, you agree to comply with all applicable laws and regulations, including but not limited to advertising and data protection laws.
• 2.4.3. As an Affiliate, you must not engage in deceptive, misleading, or unethical marketing practices that could harm the Company’s reputation or misrepresent the nature of the Platform.

3. Successful Applicants

3.1 If your application to join the Affiliate Program is approved, you will receive a welcome email from us with all relevant instructions and your unique Affiliate Link.

3.2. As an approved Affiliate, you will receive a complimentary unlimited “Pro” plan subscription for the duration of your participation in the Affiliate Program. This benefit is non-transferable and may be revoked if you violate any of this Affiliate Agreement.

3.3. Your Affiliate Link is exclusively used to track Qualifying Transactions, and you are responsible for ensuring that it is used correctly in your promotions.

3.4. By becoming an Affiliate, you agree to comply with any additional branding and marketing guidelines provided by the Company.

3.5. The Company reserves the right to revoke Affiliate status if you violate any provision of this Affiliate Agreement. If your status is revoked, you may lose access to the complimentary Pro plan subscription, and any unpaid commissions may be forfeited at the Company’s discretion.

4. Qualifying Transactions

4.1. A Qualifying Transaction is any successful, non-refunded subscription payment made by a Referee who signed up through the Affiliate’s unique Affiliate Link.

4.2. A Qualifying Transaction must meet the following conditions:

• 4.2.1. The Referee must be a completely new user who has never previously registered for the Platform.

• 4.2.2. The Referee must sign up through the Affiliate’s unique Affiliate Link and complete the subscription purchase within the same session.

• 4.2.3. All subsequent successful, non-refunded subscription payments made by the Referee will also count as Qualifying Transactions eligible for Commission.

• 4.2.4. The Referee’s subscription payment must be successfully processed and not cancelled, refunded, or disputed.

• 4.2.5. Delayed or failed payments do not count as Qualifying Transactions.

  4.3. The Company reserves the right to review and verify all transactions before approving Commissions.

5. Commission and Payment Terms

5.1. Commission Structure

• 5.1.1. The default Commission rate is 20% of the Referee’s subscription payments unless a different Commission rate is agreed upon in writing between the Company and the Affiliate.
• 5.1.2. The Company reserves the right to offer higher Commission rates to select Affiliates based on individual agreements.
• 5.1.3. The Company may advertise the maximum Commission rate that certain Affiliates may be eligible to receive. However, this represents an upper limit and does not guarantee that all Affiliates will qualify for or receive this Commission rate. The actual Commission rate awarded to an Affiliate will be expressly stated in their Affiliate Agreement with the Company.
• 5.1.4. Affiliates who are granted a custom Commission rate must sign a separate Affiliate Commission Agreement, which will supplement this Affiliate Agreement. This separate agreement will outline the negotiated commission rate and related terms, but all other provisions of this Affiliate Agreement shall continue to govern the Affiliate’s participation in the Affiliate Program.
• 5.1.5. Any modifications to an Affiliate’s Commission rate will be confirmed in writing and will not retroactively apply to past Qualifying Transactions.

5.2. Earnings & Payout

• 5.2.1. Commissions accrue as earnings in the Affiliate’s Platform account and can be withdrawn via approved payment methods.
• 5.2.2. Payouts are processed via bank transfer, PayPal, or another approved method.
• 5.2.3. An Affiliate may request a withdrawal of Commission earnings in accordance with the Payment Schedule, provided they have accumulated at least $50 USD in earnings.

5.3. Payment Schedule

• 5.3.1. Commission payments are subject to a 45-day holding period from the date they are earned to prevent fraud and chargebacks. If a transaction is refunded or disputed within this period, the corresponding Commission will be cancelled and not paid out.
• 5.3.2. Once the holding period has passed, Affiliates may request a payout once every two weeks, provided they meet the minimum withdrawal threshold.

5.4. Taxes

• 5.4.1. The Company does not withhold and remit any taxes on Affiliate’s behalf. The Affiliate shall be responsible for paying all applicable taxes on any Commission earnings during participation in the Affiliate Program.

6. Affiliate Responsibilities and Restrictions

Affiliates are expected to adhere to the following standards when promoting our Platform and engaging in Affiliate Program activities:

6.1. Disclosure and Compliance Responsibilities

• 6.1.1. Clearly disclose their relationship with the Company (Affiliate Disclosure) in all marketing materials in compliance with applicable advertising and consumer protection laws;
• 6.1.2. Comply with all applicable laws, rules, and regulations governing the Affiliate’s promotional activities.

6.2. Content Guidelines
The Affiliate must ensure that any content promoting the Platform:

• 6.2.1. Is lawful and does not infringe the intellectual property, privacy, or other rights of any third party;
• 6.2.2. Is accurate and not misleading and does not contain any false, deceptive, or defamatory information about the Platform;
• 6.2.3. Does not contain harmful, threatening, or discriminatory material nor promote violence, hate speech, or illegal activities;
• 6.2.4. Does not make unauthorised claims or warranties about the Company or the Platform’s services beyond those stated in Jellydator’s Terms of Service.

6.3. Prohibited Activities
Affiliates are strictly prohibited from engaging in the following activities:

• 6.3.1. Spam marketing, including automated messages, mass email campaigns, or posting referral links on spam networks; or
• 6.3.2. False or misleading advertising about the Company’s services.

7. Intellectual Property

7.1. The Company retains all rights, title, and interest in and to its trademarks, trade names, logos, copyrights, and other intellectual property (collectively, “Jellydator IP”). Affiliates are granted a limited, non-exclusive, revocable, and non-transferable license to use Jellydator IP solely for the purpose of promoting the Platform under this Affiliate Agreement.

7.2. Affiliates may not:

• 7.2.1. Modify, alter, or create derivative works based on Jellydator IP without prior written consent.
• 7.2.2. Use Jellydator IP in any misleading, defamatory, or unlawful manner.
• 7.2.3. Bid on Jellydator’s trademarks, trade names, or related keywords in paid search engine advertising (e.g., Google Ads, Bing Ads) without express written approval.
• 7.2.4. Register domain names, social media handles, or any online properties containing Jellydator’s brand name or variations of it.

7.3. The Company reserves the right to revoke an Affiliate’s license to use its IP at any time for any reason.

8. Non-Exclusivity

The Parties acknowledge and agree that this Affiliate Agreement does not create an exclusive relationship between the Company and the Affiliate and that each Party is free to enter into similar agreements with other Parties.

9. Term and Termination

9.1. Term
This Affiliate Agreement commences on the date your Affiliate Program application is approved and remains in effect until terminated in accordance with the provisions below (the “Term”).

9.2. Termination
This Agreement may be terminated:

• 9.2.1. By either Party at any time, with or without cause, by providing written notice to the other Party. Termination will take effect immediately unless otherwise stated in the termination notice.
• 9.2.2. By the Company, with immediate effect, if the Affiliate violates any provision of this Agreement, engages in fraudulent activities, or otherwise acts in a manner that harms the Company’s reputation.

9.3. Consequences of Termination
Upon termination of this Agreement, the Affiliate shall:

• 9.3.1. Immediately cease using and distributing the Affiliate Link.
• 9.3.2. Promptly remove and delete all Company branding, materials, and any Confidential Information obtained under this Agreement.
• 9.3.3. Forfeit any unpaid Commissions if the termination was due to a breach of this Affiliate Agreement.
• 9.3.4. The Company is not liable for loss of profits, anticipated revenue, or any indirect damages resulting from the termination of this Affiliate Agreement.

9.4. Survival
The obligations relating to Confidentiality, Intellectual Property, Indemnification, and Limitation of Liability shall survive the termination of this Agreement.

10. Modifications

10.1. The Company reserves the right to modify, update, or revise this Affiliate Agreement at any time, at its sole discretion.

10.2. Any modifications to the Agreement will be effective upon posting the updated version on the Platform or notifying Affiliates via email.

10.3. Material changes, including modifications to Commission rates, payment schedules, or eligibility criteria, will be communicated to Affiliates at least 30 days before taking effect. Continued participation in the Affiliate Program after the modification’s effective date constitutes acceptance of the updated terms.

10.4. If an Affiliate does not agree to a modification, their only recourse is to terminate their participation in the Program.

11. Limitation of Liability

11.1. The Affiliate acknowledges and agrees to the following specific limitations of liability:

• 11.1.1. The Company makes no representations or warranties regarding the potential earnings or financial benefits an Affiliate may derive from participating in the Affiliate Program. Earnings depend on factors outside of the Company’s control, including but not limited to market conditions, user engagement, and Affiliate performance.
• 11.1.2. The Company shall not be liable for any technical malfunctions, downtime, system failures, tracking errors, or other interruptions that may affect the operation of the Affiliate Program, including the tracking of referrals and Commission payments.
• 11.1.3. The Company reserves the right to modify, suspend, or discontinue any aspect of the Affiliate Program, including Commission structures, payout schedules, or eligibility criteria, at its sole discretion. The Company shall not be liable for any losses or damages incurred due to such modifications.
• 11.1.4. Affiliates participate in the Affiliate Program at their own risk and are solely responsible for ensuring their promotional activities comply with applicable laws and regulations.
• 11.1.5. To the fullest extent permitted by law, the Company’s total liability to the Affiliate for any claim arising from this Affiliate Agreement shall not exceed the total commissions paid to the Affiliate in the six (6) months preceding the claim.

12. Indemnification

The Affiliate agrees to indemnify, defend, and hold harmless the Company, its officers, employees, and partners from any claims, liabilities, damages, losses, or expenses (including legal fees) arising from:

12.1. The Affiliate’s breach of this Affiliate Agreement or any applicable law.

12.2. Any false, misleading, or deceptive advertising conducted by the Affiliate.

12.3. Any third-party claims resulting from the Affiliate’s actions, including intellectual property violations or privacy breaches.

13. Governing Law and Jurisdiction

This Affiliate Agreement shall be governed by and construed in accordance with the laws of the Republic of Lithuania, without regard to its conflict of laws principles. Any disputes arising under this Affiliate Agreement shall first be resolved through good faith negotiations. If unresolved, disputes shall be settled in the courts of Lithuania.

The Company and the Affiliate hereby irrevocably consent to the exclusive jurisdiction and venue of the courts located in Lithuania in any legal action or proceeding arising out of or relating to this Agreement and waive any objection to such jurisdiction or venue.

14. Contact us

Jellydator Systems, UAB
Email: [email protected]