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Gowwiz Affiliate Program – Termes and use
1. INTRODUCTION
These Terms and Conditions of Partnership (“Partner Terms and Conditions”) are entered into between Gowwiz, located at 32 rue Montcalm, 29200 Brest France (“Gowwiz”) and the Partner, and govern the use of the Gowwiz Affiliate Site as described below. These Partner Terms and Conditions shall come into force upon registration on the Gowwiz Affiliate Tracking Platform.
The Partner and Gowwiz may be referred to individually as a “Party” or collectively as the “Parties”.
A) Gowwiz provides a service (“Service”) through which users can generate a program to reduce the effect of jet lag (“Jetlag Programs”). Gowwiz provides the Service via a mobile Application that it owns and operates under the Gowwiz brand (“Gowwiz Application”).
B) Partner (i) owns, oversees, manages and operates one or more Websites, social media channels, newsletters, travel logs, Applications, tools and/or other devices (“Partner Platform”),
C) Partner and Gowwiz wish to cooperate in advertising Gowwiz’s Services and making the Services available to Partner’s customers, visitors to the Partner Platform or Subscribers in accordance with the terms and conditions set forth in these Partner T&Cs.
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2. OBLIGATIONS OF GOWWIZ
2.1 Gowwiz shall provide the Partner with a personal link to the Gowwiz Affiliate Site from which the Partner’s customers/subscribers shall download the Gowwiz Application. The Partner may only earn commissions from Gowwiz Applications downloaded through this link.
2.2 Gowwiz shall provide the Partner with access to the Gowwiz Affiliate Tracking Platform.
2.3 Gowwiz will pay the Partner as set out in clause 6 and will grant the Partner
a license in accordance with clause 4.
2.4. All customer service issues and questions relating to the Service will be handled by Gowwiz. The Partner assumes responsibility for handling all problems and queries relating to its own services or concerning the Partner Platform.
2.5. Gowwiz shall maintain the Gowwiz Affiliate Site, the Gowwiz Affiliate Tracking Platform and the Gowwiz Application in good working order.
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3. OBLIGATIONS OF THE PARTNER
3.1 General commitments
3.1.1. The Partner is an independent contractor and is solely responsible for its own tax matters, including taxes and social security contributions. The Partner shall provide Gowwiz with complete and accurate information regarding its identity, including business registration information, contact details, payments and taxes, as well as any other relevant information requested by Gowwiz (“Partner Information”). The Partner undertakes to keep the Partner Information up to date in the Gowwiz affiliate tracking platform. Partner is responsible for any financial loss that Gowwiz or Partner may incur as a result of inaccurate or incomplete information submitted by Partner, including, but not limited to, payments issued to incorrect bank accounts provided by Partner.
3.1.2. The Partner shall maintain the confidentiality and security of its login credentials to the Gowwiz affiliate tracking platform by implementing and adhering to recognized security standards and best practices, such as regular password updates. The Partner shall under no circumstances disclose login details to any third party. The Partner is responsible for all activities conducted in connection with its account and shall indemnify Gowwiz for any damages resulting from unauthorized account activities caused by the Partner’s failure to secure its login credentials. The Partner shall notify Gowwiz immediately if it knows or suspects that
(i) its login credentials have been lost, stolen, misappropriated or otherwise compromised, or (ii) that there has been unauthorized use of its account. Such notification shall include full details of the incident and the steps taken by the Partner to mitigate any resulting harm or unauthorized access.
3.1.3. The Partner shall not register, publish or otherwise use any content that is identical or confusingly similar to Gowwiz’s brand elements or any other Gowwiz intellectual property. This includes, but is not limited to, domain names, trademarks, social network identifiers, Websites and Mobile Applications.
3.1.4. The Partner warrants that, when presenting price comparisons on its Website(s), the prices of services of Gowwiz’s competitors (direct or indirect) will be displayed error-free, accurately and will not be misleading.
3.1.5. Partner shall not directly or indirectly engage in any deceptive, illegitimate or fraudulent activities under these Partner Terms and Conditions, including, but not limited to:
(a) publishing or otherwise distributing unauthorized, false or fraudulent Gowwiz gift cards, promotional codes or discounts. In the event of suspicion or knowledge of such activities, the Partner shall promptly notify Gowwiz;
(b) do or attempt to do anything that may mislead or confuse the Partner’s customers, users of the Partner Platform or Subscribers with respect to anti-jetlag Programs, Suppliers and/or Gowwiz’s business.
3.2. Use of Gowwiz Affiliate Site Content
If the Partner uses, publishes or integrates the Content of the Gowwiz Affiliate Site on the Partner Platform, the following conditions apply:
3.2.1. The Partner shall ensure that Gowwiz Affiliate Site Content is properly integrated. Any error reported by Gowwiz must be corrected immediately by the Partner.
3.2.2. Partner shall disclose its relationship with Gowwiz as required by applicable law. Partner shall not publish anywhere on the Partner Platform any statement that the Partner Platform is part of, endorsed by, or an official Gowwiz Website.
3.2.4. The Partner shall not exploit or use the Content of the Gowwiz Affiliate Site, the Gowwiz Application and the Gowwiz Affiliate Tracking Platform for any purpose or in any manner whatsoever, including via third-party platforms, except as expressly authorized in these Partner Terms and Conditions. The Partner shall not modify, alter, create derivative works from or reverse engineer the Content of the Gowwiz Application. The Partner shall implement reasonable technical measures to prevent unauthorized copying, scraping or extraction of Content from the Gowwiz Affiliate Site or the Gowwiz Application.
3.2.5. The Partner represents and warrants that the Partner Platform does not (a) violate anti-spam regulations, public order or morality, or (b) contain any inappropriate, improper or illegal content, reference, material, information, link or banner (e.g. concerning pornography or racism), defamatory statements, elements that violate the privacy of third parties or that are abusive, offensive or obscene.
3.3 Content creators
If the Partner is a Content Creator, the Content Creator represents and warrants that:
(i) it is the owner of the Partner Content ;
(ii) the Partner Content does not violate any applicable law or the intellectual property rights or privacy rights of any third party;
(iii) the Partner Content does not contain or refer to inappropriate content (such as pornography, hate speech or discriminatory content).
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4. LICENCES
4.1. After registration of the partner, Gowwiz will study the application and will be the sole judge to accept or refuse the application of the partner to the Gowwiz affiliation program.
4.2. If Gowwiz agrees to include the Partner in its affiliate program, Gowwiz will provide the Partner with a specific and unique link (Gowwiz Affiliate Site) enabling the identification of purchases made by the Partner’s customers.
4.3. Partner shall keep the identifying information of the Gowwiz Affiliate Tracking Platform secure and shall use the Gowwiz Affiliate Tracking Platform only to fulfill its obligations under these Partner T&Cs.
4.4. Partner shall not:
(i) use the content of the Gowwiz Affiliate Site or the Gowwiz Application on Websites that do not belong to the Partner and/or on Websites that contain inappropriate or illegal content of any kind. This includes advertising banners.
(ii) incorporate content from the Gowwiz Affiliate Site or the Gowwiz Application as the primary content of the Partner Platform or confuse visitors to the Partner Platform as to the difference between the Partner and Gowwiz, and the roles and responsibilities of the Partner and Gowwiz; Partner shall ensure that the overall design and appearance of the Partner Platform, including elements such as color palette, composition, fonts, layout, logos and functionality, remain substantially different from those of the Gowwiz Affiliate Site. Partner shall comply promptly and at its own expense with any reasonable request by Gowwiz to modify any aspect of the Partner Platform that may be deemed confusingly similar to any element of the Gowwiz Affiliate Site or the Gowwiz Application.
(iii) copy, store, cache, syndicate, republish or create a database of the Content of the Gowwiz Affiliate Site or the Gowwiz App, in whole or in part, directly or indirectly;
(iv) transfer, sell, rent, lease, loan or otherwise grant or attempt to grant any rights in or access to the Gowwiz Affiliate Site Content or the Gowwiz App to any third party;
5. BRANDING AND PROMOTIONAL ACTIVITIES
5.1. The Parties agree to cooperate with each other in a timely manner to maximize the success of the business relationship.
5.2. The Partner shall not do anything that may discredit Gowwiz or that may damage, defame or have a detrimental effect on Gowwiz or its affiliates.
5.3. The Partner undertakes to advertise or promote the Service in strict compliance with the provisions of these Partner T&Cs and any applicable law. Any form of advertising or promotion not expressly authorized by these Partner T&Cs requires the prior written consent of Gowwiz. Specifically, the Partner is not authorized to use physical advertising media (including, but not limited to, flyers, posters, magazine articles and similar media) without the prior written approval of Gowwiz.
6. PARTNER REMUNERATION
6.1. General terms of payment
6.1.1. Gowwiz undertakes to pay the Partner as indicated below or as mutually agreed by the parties.
6.1.2. For each completed purchase made by a Partner customer on the Gowwiz Application downloaded from the Partner’s specific link, Gowwiz will pay the Partner a commission (“Partner Commission”) as defined in the Gowwiz Affiliate Tracking Platform.
6.1.3. The Partner will be notified by e-mail of each new commission.
6.1.4 Gowwiz provides the Partner with a summary on its Gowwiz Affiliate tracking platform listing all commissions (including VAT) received by the Partner.
6.1.5. Amounts older than 60 days may be claimed by the partner (payment deadline for Apple and Android stores). Amounts transferred will be exclusive of tax (VAT), VAT being collected by the stores, and the partner will be informed by e-mail to the address indicated for accounting purposes in the partner’s information.
6.1.6. Payments will be transferred to the account registered with Gowwiz (“Partner Payment Account”) upon request by the Partner.
6.1.7. Gowwiz’s self-billing invoice shall constitute the basis for all payments. The Partner must file a claim for an alleged inaccuracy in the self-billing invoice no later than thirty (30) days after the date of the self-billing invoice. Claims for inaccuracies are limited to Partner Commissions as indicated in the self-billing invoice and do not extend to information provided by the Partner. If no claim has been made within this period, the self-billing invoice will be deemed to have been accepted.
7. DURATION AND TERMINATION
7.1. These Partner Terms and Conditions shall come into force from the moment the Partner creates its account on the Gowwiz Affiliate Tracking Platform in accordance with these Partner Terms and Conditions.
7.2. Either Party may terminate these Partner Terms and Conditions at any time and for any reason by giving at least thirty (30) days notice to the other Party.
7.3. Either Party may terminate these Partner GCS for cause immediately upon written notice to the other Party if any of the following events occur:
7.3.1. If the other party commits a material breach of any provision of these Partner GTS and fails to cure such breach within thirty (10) days of receipt of notice of such breach by the non-breaching party. If the breach cannot be remedied, the non-breaching party may terminate these GTCP immediately upon written notification to the breaching party. In particular, clauses 3.1., 3.2., 3.3. and 4 shall be deemed to be material obligations.
7.4. After termination, Gowwiz shall pay to the Partner any outstanding Partner Commission in accordance with the terms of these Partner GTC, except in cases where termination is due to the Partner committing fraud or other illegal activities.
7.5. In the event of termination of these Partner Terms and Conditions, the Partner shall immediately, as directed by Gowwiz, (i) return or deliver to Gowwiz all documentation and other materials, including all copies thereof, in its possession or control that contain Gowwiz Confidential Information, or (ii) destroy all such documentation and other materials and confirm in writing to Gowwiz that such destruction has occurred. All rights granted to the Partner hereunder shall terminate and the Partner shall immediately remove from the Partner Platform and delete all Gowwiz Affiliate Site Content, Brand Features, software, documentation and other materials received from Gowwiz. If the Partner Terms and Conditions have been terminated by Gowwiz, any attempt by the Partner to open a new account on the Gowwiz Affiliate Tracking Platform or to re-enroll in the Gowwiz Affiliate Program is prohibited. If, after termination by Gowwiz, the Partner still holds one or more additional accounts on the Gowwiz Affiliate Tracking Platform, or if the Partner successfully re-registers for the Gowwiz Affiliate Program (including where such account may be under a different name but with common identifying information), Gowwiz reserves the right to terminate such account(s) with immediate effect.
7.6. The provisions of these Partner GCS which, by their meaning and context, are intended to survive performance by one or both Parties and the rights arising from such provisions shall survive the completion, expiration, termination or cancellation of these Partner GCS.
8. CONFIDENTIALITY AND DATA PROTECTION
8.1. Each Party:
(i) keep secret and confidential all confidential information disclosed to it (including, without limitation, all information relating to remuneration), concerning the Gowwiz Affiliate Site, the Gowwiz Application, or the partnership program and the Affiliate Platform; and
(ii) shall not disclose the Confidential Information (other than to its Affiliated Companies, employees, consultants, subcontractors, agents, professional advisors or insurers and their employees, consultants, subcontractors, agents, professional advisors or insurers and to any of its or its Affiliated Companies’ financiers or potential financiers (the “Authorised Recipients”) on a “need to know” basis) except with the prior written consent of the Party whose Confidential Information is disclosed. Disclosure to any Authorized Recipient will be subject to obligations equivalent to those set out in this clause 8. The person disclosing Confidential Information to an Authorized Recipient shall ensure that such Authorized Recipient complies with such obligations.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 All intellectual property rights in the Gowwiz Affiliate Site or the Gowwiz Application, the content of the Gowwiz Affiliate Site or the Gowwiz Application and Gowwiz’s brand elements are the property of Gowwiz or Gowwiz’s affiliates. By entering into these Partner T&Cs, Gowwiz and Gowwiz’s affiliates do not waive, but explicitly reserve, their intellectual property rights, whether against the Partner or a third party, secured by law, contract or otherwise (now or in the future). The Partner may not display, use or reproduce such intellectual property for any purpose other than those expressly set forth in Section 4 of these Partner T&Cs.
9.2 Likewise, all intellectual property rights on the partner platform and the partner’s brand elements are owned by the partner or affiliates of the partner. Upon conclusion of these Terms and Conditions, the Partner and the Partner’s affiliates do not renounce, but explicitly reserve their intellectual property rights against Gowwiz or a third party, guaranteed by law, contract or otherwise (now or in the future). Gowwiz may not display, use or reproduce this intellectual property for any purpose other than those expressly stated in these Terms and Conditions of the partner or with the express written consent of the partner.
9.3. The Partner shall not register, use or attempt to register any trademark, domain name, social media identifier or other identifiers identical or similar to Gowwiz’s brand elements. If the Partner has registered or used such credentials, it undertakes to transfer them immediately to Gowwiz upon request and at no cost to Gowwiz.
10. LIABILITY AND DISCLAIMERS
10.1. The Partner shall be liable to Gowwiz for any breach of these Partner’s GTC, including any representations, warranties or commitments made or undertaken by the Partner under these Partner’s GTC.
10.2. Gowwiz is liable to the Partner only for (i) any damage caused to the Partner by Gowwiz’s intentional or gross negligence, (ii) any damage caused to the Partner’s life, body or health by Gowwiz’s simple negligence, and (iii) any damage caused to the Partner by a breach by Gowwiz of its essential obligation under the GTC of the Partner. In the event of a breach by Gowwiz of its essential obligation due to simple negligence, Gowwiz’s liability shall be limited to foreseeable damages typical of the type of contract. For the purposes of this section, “essential obligation” means any obligation whose performance is essential to Gowwiz’s proper performance of these Terms and Conditions of the Partner and on which the Partner can regularly rely. Any other liability for damages is excluded.
10.3. Without limiting the foregoing, Gowwiz will not be liable for any damages arising from interruptions or restrictions of operation of the Gowwiz Affiliate Site or Gowwiz App due to necessary maintenance work, force majeure or other events for which Gowwiz is not responsible.
11. REDRESS AND DAMAGES
11.1. In the event of a breach of these GTC by the Partner, Gowwiz shall be entitled to all available remedies in law or equity. Without limiting the generality of the foregoing, if the Partner violates the GTC, Gowwiz will be entitled to:
(i.) restrict the Partner’s use of the Gowwiz Affiliate Tracking Platform; and/or
(ii) Withhold any payment due to the Partner, including but not limited to commission payments, to the extent necessary to compensate Gowwiz for the full amount of damages, costs and expenses incurred as a result of the breach; and/or
(iii) Require the Partner to pay immediately for any damages, costs and additional expenses that exceed the amount withheld from the Partner’s payments.
11.2. Gowwiz will take all reasonable steps to mitigate the damages incurred as a result of the Partner’s failure. However, the Partner will not be released from its liability to Gowwiz for any damages due to the Partner’s assertion that Gowwiz has not mitigated such damages.
11.3. Gowwiz shall promptly notify the Partner in writing of any claim or condition that may give rise to a claim under this indemnification clause. The Partner has the right, but not the obligation, to participate in the defence of such a claim at its own expense. The Partner has the possibility to remedy any violation of these GTC within a reasonable time, not exceeding 5 days after receipt of notification from Gowwiz, unless such violation is unrepairable.
12. COMPENSATION
12.1. The Partner, at its own expense, will indemnify, defend and release from all liability Gowwiz, its affiliates and their employees, representatives and agents (collectively the “Indemnified”), against any claims, damages, losses, liabilities, costs and expenses (including but not limited to reasonable legal fees) arising from or in connection with: (a) any violation of these Partner GTC by the Partner; (b) the Partner’s violation of any applicable law or third party rights; (c) any content or material made available on the Partner Platform that is presumed defamatory, slanderous, calumnious or otherwise prejudicial; or (d) any act of negligence, omission or intentional misconduct by the Partner (d) any claim arising from a breach of the Partner’s declarations and warranties. Notwithstanding the foregoing, the Partner shall not enter into a settlement of any claim affecting the Indemnified without the prior written consent of Gowwiz. Such consent shall not be unreasonably withheld, conditioned or delayed. Gowwiz has the right, but not the obligation, to participate in the defence of any claim through a lawyer of its choice and at its own expense. Any settlement of a claim approved by Gowwiz, or entered into by the Partner, shall include an unconditional discharge of the Indemnified from any liability for claims that are the subject of the settlement. The release must be complete and apply to all known or unknown claims arising from the same facts that gave rise to the claim. Gowwiz, at its own expense, will indemnify, defend and hold harmless the Partner and its affiliates (including their employees, representatives and agents) against any claims, losses, lawsuits, actions or other proceedings (including legal fees and court costs) against the Partner or an affiliated company in connection with Gowwiz’s intentional misconduct or breach of the Partner’s GTC.
13. NON-EXCLUSIVE
Unless otherwise agreed, the cooperation based on these Partner Terms and Conditions is not exclusive to Gowwiz and the Partner and nothing in the Partner Terms and Conditions will prevent Gowwiz or the Partner from working, participating or offering a partnership to third parties.
14. FINAL PROVISIONS
14.1. Amendments or additions to these partner GTC shall be made in writing and may be executed and issued in multiple copies, including by electronic signature.
14.2. If any provision of these Terms and Conditions is or becomes void or invalid, this shall not affect the validity of the remaining provisions. In such a case, the parties will cooperate to create conditions that produce a legally valid result that is closest commercially to the invalid provision. The above shall apply accordingly to closing any gaps in the partners’ terms and conditions.
14.3. The Partner may not assign or sub-contract its rights or obligations under these Partner GTC, in whole or in part, by right or otherwise, without the prior written consent of Gowwiz.
14.4. Gowwiz may assign and transfer its rights and obligations in relation to these Partner Terms to Gowwiz Affiliates.
14.5. Gowwiz may modify the Service or the Partner GTC. In the event of changes to the Partner’s GTC, Gowwiz will inform the Partner of changes to the Partner’s GTC in text form (for example by e-mail). The modifications will come into force vis-à-vis the Partner and the contractual relationship will be continued under the modified conditions if the Partner does not object to these modifications within four (4) weeks after receipt of the change notification by written notification to Gowwiz. Sending the objection to Gowwiz in due time will be sufficient to meet this deadline. In case of objection, both parties have the right to terminate the contract without notice. Gowwiz will specifically draw the Partner’s attention to the above-mentioned consequence of a failure to object in the written notice of modification.
14.6. These partner GTC and any claim arising from or in relation to these partner GTC shall be governed by and interpreted in accordance with the provisions of French law, excluding its conflict-of-laws rules. The court of Brest, in France, is the only competent for any dispute arising from or in relation to these partner GTC. Gowwiz may also sue the partner in the competent courts of the partner’s registered office.
14.7. In case of procedure, the French text is authentic.