OFFER for the PARTNER

This Offer for Partner is made according Commercial Laws of Cyprus and placed at www.cypruscoupon.com  and is official offer made by Back2Future Ltd. to conclude the Partner Agreement based on the conditions as stated below:

1. The name of this partner program is the Cyprus Coupon (the “Partner Program”).
2. The Partner represents and warrants to the Owner that the Partner has read and understand Owner’s Privacy Policies located at www.cypruscoupon.com and agrees to the terms set forth therein.
3. For purposes of this Agreement,

• the term “the Partner” refers to the individual or legal entity who applies for and is accepted into the Partner Program.
• the term “the Owner” and “the Owner’s website” refers to the website that the Owner maintains at www.cypruscoupon.com.
• the term “the Partner’s website” refers to the link on Owner’s website, as well as on social media accounts, email campaigns and other marketing channels associated with the Owner’s website, on which the Partner agrees to place a link to the Partner’s products.
• “Merchandise” means all products, merchandise and stock that is offered by the Partner for sale through the Owner’s website.

1. PARTNER PROGRAM REGISTRATION

To register for the Partner Program, the Partner must complete and submit the Questionnaire on Owner’s website (became a partner) and accept and sign the Partnership agreement.

2. OWNER’S RESPONSIBILITIES AND RIGHTS:
3. 1. FINANCIAL RESPONSIBILITIES

The Owner will be fully responsible for all costs and expenses of maintaining and marketing the Partner Program, including but not limited to all costs associated with the creations, hosting, modification, and improvements to the Partner’s website, costs of search engine placement and other Internet marketing, costs of inserting the Partner’s links into the Owner’s website, offline marketing costs, postage costs, and all other costs and expenses.

1. 2. RESPONSIBILITY TO LINK TO THE OWNER’S SITE

As a Partner Program member, the Owner will have the obligations to place Partner’s links on its site. As an Partner Program member, the Owner is given a non-exclusive, limited term license, during the term of the Partner’s active participation as an Partner Program member, to utilize the Partner’s logo images provided to the Owner on  the Owner’s website.
The Owner will not modify the links or other materials that the Partner provides to the Owner or the placement of the links on the Owner’s page. The Owner consents to the Partner monitoring the Owner’s website to determine continued compliance with this Agreement.
Owner may place links to the Partner's website or website content in newsgroups, message boards, email and other types of social media, like Instagram, Facebook or through similar Internet resources.
The Owner is responsible for all matters pertaining to the Partner’s website including its development, maintenance, operation and placing links on the Partner’s site in compliance with the terms of the Partner Program. The Owner is solely responsible for all items that appear on its site and for assuring that such items do not infringe upon or violate the rights of any other party.
The Owner represents and warrants to the Partner that its site does not and will not contain any materials that are illegal and that the Partner’s site is not operated for an illegal purpose or in an illegal manner.

2.3. CUSTOMER SERVICE

The Owner will be responsible for handling all customer inquiries, Merchandise orders, customer billing that enter the Partner’s site through the links from the Owner’s site.
The Owner will have no obligation to provide the Partner with any specific information relative to any customer, regardless of whether they access the Partner’s       site through the link on the Owner’s site.
The Owner will have the right to contact these customers and send future marketing offers to them. 

3. PARTNER’S RESPONSIBILITIES AND RIGHTS:

1. 1. RESPONSIBILITY TO PROVIDE MATERIALS FOR THE LINK TO THE OWNER’S SITE

The Partner makes available to the Owner all promotional information advertising its Merchandise. The Owner may display these materials on the Owner’s website for the purpose of promoting the Partner’s product. If        the Partner discontinues the Partner Program or if the Partner’s participation is terminated for    any reason, the Owner will immediately cease using these materials and will delete all such materials from the Owner’s website. The Partner will cooperate with the Owner in the establishment and placement of links on the Owner’s website.

The Partner is not responsible for any matter pertaining to the Owner’s site or the content thereof and the Owner holds the Partner harmless and indemnifies the Partner from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to the Owner’s website and business.

1. 2. CUSTOMER SERVICE

Pricing of the Partner’s Merchandise and services is solely within Partner’s discretion and the Partner reserves the right to change the pricing structure, terminate any special offers, discontinue Merchandise or services, or change the terms under which Merchandise or services are offered at any time, notifying the Owner 3 (three) working days before.

4. SETTLEMENT (in case of advertising the Partner's goods/services through the Certificate)

Settlement will take place monthly during 5 (five) working days following the end of the month for the amounts received by the Owner during the previous month. The Owner does    not guarantee an exact date of calculation of Partner’s payments. All payments will be made     by transfer to the Bank details of the Partner indicates in the Partner Agreement.

5. CUSTOMERS’ PROVENANCE

All parties who make purchases through the Owner’s website, regardless of whether they may have reached the Partner’s website through the link from the Owner’s website, are deemed to be the Partner’s customers and not the Owner’s customers relative to the Merchandise and services promoted on the Owner’s website. Additionally, all such customers and purchases will be subject to the Owner’s policies, procedures, rules and regulations. The Owner reserves the right to amend any of its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other items relative to the Owner’s business and sale of Merchandise at any time in its sole discretion.

6. TRADEMARKS AND COPYRIGHTS
   1. The Owner will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that the Partner provided to the Owner for use solely on the Owner’s website, and any owned social media accounts, email programs and other marketing campaigns associated with said website or websites. The Owner may only use the images that the Partner specifically makes available at the area of the Owner’s website that is specifically designated as approved images. The Owner may not distribute, reproduce, modify, or amend these images in any way. The Owner may use these images only for the purposes of promoting the Partner’s website and    Merchandise on the Partner’s website and other promoting profiles on social media related to the Owner’s website. In compliance with the Owner’s policies and procedures and the terms of this Agreement. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies the Owner may create and amend from time to time regarding the Partner Program.
   2. The Owner agrees that the Partner retains all right, title and interest in and to all such materials. The Owner will not gain any trademark, copyright or other proprietary rights to such materials. The Owner agrees not to take any action that is contrary to or inconsistent with the Partner’s rights to these materials. The Owner will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to the Partner or that paints the Partner in a false or negative light. The Partner may revoke the limited license granted hereunder at any time give a notice in writing to the Owner. Upon termination or revocation, the Owner will immediately cease from any use this  materials.

7. TERMS OF THE CURRENT OFFER AND TERMINATION

The effectiveness of this Offer shall not commence until the Partner’s signature on the Partner Agreement s accepted by the Owner. This Agreement shall remain in full force and effect until terminated by the Partner or by the Owner. Either the Owner or the Partner may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination 30 (thirty) calendar days before the date of termination. Notices hereunder shall be sent via Email set in Partner Agreement. Any and all notices via such Email shall be deemed to be effective notice for all purposes.

Even after the Owner has accepted the Partner as an Partner’s Program member, the Owner reserves the absolute right to rescind or terminate the Partner’s status for any reason in its sole and absolute discretion, including but not limited to the following: (i) if the Partners’ products contains images or content that is not acceptable to Owner or is inconsistent with the image that the Owner wishes create in association with the Owner’s website, (ii) if the Partner’s products contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, or racially or ethnically objectionable pattern, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, or religious preference, or (iii) if the Partner’s product contains any material that appears to Owner to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.

If the Partner Agreement is terminated for any reason, the Partner will have a right to receive settlement during 10 (ten) working days following the date of expire for any offer placed on Partner;s website.

8. FORCE MAJEURE

Neither Owner, neither Partner shall be held responsible for any delay or failure to perform any part of Partner Agreement to the extent such delay or failure results from any cause beyond its reasonable control and without the fault or negligence of the party claiming excusable delay or failure to perform, such as acts of God, acts of war or terrorism, extraordinary acts of the Republic of Cyprus, territory or political subdivision thereof, fires, storms, floods, epidemics, riots, work stoppages, strikes (work stoppages and/or strikes of any of the parties to this Agreement are specifically excluded from the language of this section), embargoes, government restrictions, exchange or market rulings, extreme market volumes or volatility, suspension of trading (whether declared or undeclared), adverse weather or events of nature. Upon an occurrence of an event of force majeure, Owner cannot insure uninterrupted or error free service or access to the Owner’s website and there may be periods where access is delayed, limited or not available.

Owner shall use commercially reasonable efforts to provide Owner’s website to Partner and Partner’s customers in accordance with its policy and terms.

9. LIABILITIES

1. 1. The Owner hereby disclaims any and all warranties and  liability related to any downtime or failure for users to be able to access the Owner’s website or to access the Owner’s website using the link from the Partner’s website. Furthermore, the Owner shall not be responsible for and hereby disclaims any and all warranties related to the Owner’s website, the Partner’s program, the Partner’s participation in the Partner’s program, the Partner’s ability to make any Partner’s fees or otherwise profit through participation in this Partner’s program, including but not limited to any warranties of fitness for any particular purpose or merchantibility, non-infringement, or any claim made base the Owner’s course of dealing or usage of trade. The Owner does not represent or warrant that the Owner’s website or any application, including but not limited to its link tracking features, will be error free or that the Owner’s website or any application will function without interruption.
   2. The Owner shall not be responsible for any direct or indirect damages or liabilities of any nature, including but not limited to incidental, consequential, indirect, or special damages; loss profits, lost business opportunity or any other damages; regardless of whether the Owner was or has been advised of the possibility of the same and took no action to prevent the same.

10. INDEMNIFICATION

The Partner hereby indemnifies and holds the Owner, and all of the Owner stockholders, officers, directors, employees, contractors, affiliates, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Owner may incur and which are based in whole or in part upon the Partner’s participation in the Partner Program, any claims that any of the Partner’s trademarks and other proprietary material infringe upon the rights of any other party, the Partner’s breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Partner Program, or any claim related directly or indirectly to the Partner’s use, operation or the content of the Partner’s website.

11. GOVERNING LAW

This Agreement shall be interpreted under the laws of Republic of Cyprus. Any and all legal actions relative hereto shall be in the state courts of Republic of Cyprus.

12. RELATIONSHIP OF THE PARTIES

The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee.

13. NOTICES

Notices to the Owner shall be via e-mail that the Owner provides  to the Partner. Notices to the Partner shall be by Email addressed to the Email address that the Partner provided to the Owner in the Partner Agreement.

14. ASSIGNMENT

This Agreement is only for the benefit of the Partner. The Partner shall have not right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.

15. ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding between the parties with respect to the Partner Program and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the Partner Program only. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein.

If any provision or term of this Agreement is held to be invalid for any reason, it shall not affect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.