Werkey Terms and Policies

Affiliate Terms and Conditions

These Affiliate Terms and Conditions ("Terms") were last updated on July 2, 2021.

This is a contract between you (“You”, “Your” or “Your”) and Werkey Plataforma Digital Ltda. (Werkey, “we”, “us” or “our”). By clicking the "I Accept" button or checking the box on our website, confirming your acceptance of these Affiliate Terms and Conditions, you agree that you have read and fully understood these Terms and that you agree to be legally responsible for each term and condition hereof. .

List of Contents

Overview
Enrollment in the Werkey Affiliate Program
Specific Obligations of Affiliates
Affiliate Responsibilities
Affiliate Commissions
Licenses
Exemption
Limitations of Liability
Indemnity
Termination
Modification
Several

1. Overview

These Affiliate Terms and Conditions contain the complete terms and conditions that apply to you when you become an affiliate in the Werkey Affiliate Program (the “Affiliate Program”). The purpose of these Affiliate Terms and Conditions is to enable you to earn commissions through sales generated from your actions to promote our Services in the manner set forth herein.

2. Enrollment in the Werkey Affiliate Program

2.1. Filling in the registration

Completing the Application. If you have not already done so, you must complete an Application for the Program (the “Application”). You need to identify your website, describe how you plan to promote Werkey's services, and provide some contact information. The application form can be accessed from https://werkey.co/pages/afiliados

2.2. Acceptance of your application

After evaluation we will decide whether or not to accept your Application and you will receive an email notification informing you of our decision. You understand and agree that we may accept or reject your application at our sole discretion. Your application will be rejected if any information provided is incorrect or incomplete, if your website promotes material of a sexual, pornographic, violent or defamatory nature, if you or your website discriminates against, violates any applicable law or the intellectual property rights of any person, or for any other reason, we may deem it appropriate to reject your application.

2.3. Access to the Werkey Affiliate Program

If we accept your Application, we will send you a welcome email with your login details so that you can enter our Affiliate Portal, where you can download promotional materials and qualifying links, as well as access your affiliates due to you. It is your responsibility to keep your username and password information secure. For clarity, promotional materials are defined as banners, text links, article copying, and access to data feeds.

2.4. Updating your information

You will ensure that your information, including your email address, is always complete, accurate and up to date. We may send communications to the email address associated with your account. Messages sent, messages with notifications, approvals and other communications sent to that email address will be deemed to have been received by you, even if the email address associated with your account is no longer current.

These Affiliate Terms and Conditions will commence and become effective upon our acceptance of your Application.

3. Affiliate Specific Obligations

As a member of the Werkey Affiliate Program, you represent, warrant and undertake to:

3.1. Link to our services

You will implement the links, banners and other means of linking your website and online communications actions to Our Services (collectively, “Referral links”) in accordance with the referral specifications set forth in the “Disclosure” section of our Affiliate Portal. . On this page you may download certain technical materials, including links, HTML code, banner advertisements, copy and other content, and any documentation for the foregoing (collectively, “Referral Materials”). When our customers click on referral links to purchase an item on the Werkey website, you may earn commissions for qualifying purchases as described in Affiliate Commissions.

3.2. Keep your website

The maintenance and updating of your website will be your responsibility. Werkey will notify you by email of any changes to these Terms and our Referral Materials. However, as a member of Our Affiliate Program and because our information is frequently updated, you will be required to update the Referral Materials on your website to maintain consistency and accuracy between Our Services and the Referral Specifications.

3.3. Follow and comply with all copyright laws

It is your sole responsibility to follow and comply with all applicable copyright and other laws relating to your website. We will not be responsible if you violate laws by using someone else's copyrighted material.

3.4. Do not make offers to our content providers

As a member of the Werkey Affiliate Program, you agree not to offer business to yourself or others, directly or indirectly, or solicit, induce, influence or encourage any of our content providers to upload your( s) course(s) hosted by Werkey on its websites and/or platforms, or change, terminate or otherwise violate your contractual or other business relationships with us.

4. Affiliate Responsibilities

As a member of the Werkey Affiliate Program, you understand and agree that:

4.1. We can monitor your website

You give us the right to monitor your site at any time to determine whether you are following these Affiliate Terms and Conditions and to notify you of any changes we deem necessary to remain in compliance. Additionally, you must comply with all requests we make to you to remove specific content from your site. Non-compliance is a violation of these Terms and grounds for termination of your affiliate status.

4.2. We determine policies for referred customers

Persons who become customers of our Services through referrals made through the Werkey Affiliate Program will be considered our customers, in our sole discretion. All of our terms, regulations, policies and operating procedures applicable to our Users will apply to these nominated customers. We may change our terms, regulations, policies and operating procedures at any time as described in our Terms of Use and in our other terms as we may post from time to time.

4.3. There are restrictions for paid advertising

You will not promote Werkey through paid advertising or media purchases that lead directly to Werkey's website (found at www.werkey.co ). You will not bid on Werkey branded keywords as an affiliate. This applies to all advertising platforms and all affiliates unless Werkey's direct approval is granted.

4.4. There are restrictions on the use of domains and names

You will not use the Werkey name or variations of the Werkey name in your domain names or social media pages. You may not register or purchase domain names that include our company name or any misspellings or variations of our company name to run promotions as an affiliate. Additionally, you may not include our company name, variations of our company name, or the appearance of our own social media pages on any social media pages (i.e. Facebook, Instagram, YouTube, LinkedIn, among others) where you run the promotions as an affiliate.

4.5. You will be responsible for your website content and other digital actions.

You may not promote our content and our instructors' courses on a website that contains any form of content that is deceptive, defamatory, obscene, illegal, intolerant, pornographic or any other content that we consider offensive.

4.6. You will not promote the use of cookie-stuffing

You may not use cookie-stuffing techniques or click generators that configure cookie tracking without the user actually clicking on the referral link. You will not artificially generate clicks or impressions on your website or create visits to the Werkey website, whether through a robot or software program or otherwise.

4.7. You will not imitate our media and our content

Publishers need to ensure that their media does not look like the Werkey website or create the impression that their media is part of our company website. You also understand that you are not permitted to use textual language found on our pages, unless it is to describe the content found on any course homepage.

4.8. You will be responsible for the use of the content found on our website .

You may create your own promotional materials using pages on our site as a reference. You may also use course images and some of the text on our pages to accurately promote the products on your site. However, you will NOT be able to download, copy or use video content (free or paid), supplemental course materials (PDFs, quizzes or extra material) or lesson descriptions and upload them to your own website. Failure to comply with this provision may result in immediate termination of your affiliate account and legal action.

4.9. You will not use spyware, malware, viruses and the like

You may not include on your website, display or use referral links or other content that uses any spyware, malware or viruses or any software application that is not expressly and knowingly authorized by users before they are downloaded or installed on your computer or other electronic device.

4.10. You will be open and honest about your relationship with us.

You may not falsely state the relationship between you and Werkey or suggest any relationship or affiliation between you and Werkey or any other person or entity, except as expressly permitted by these Affiliate Terms and Conditions. You may not represent yourself as an agent or employee of Werkey or declare that you have the authority to bind Werkey to a contract.

4.11. There are restrictions for using the extension if browser

You may not use a browser extension to promote Werkey courses or Werkey without Werkey's direct approval. All coupon codes available in the extension must be approved by Werkey. You also understand and agree that your browser extension may not allow users to upload new coupons to the extension's feed.

4.12. You will not receive commissions for free courses

Our website contains paid courses and free courses. Any customer that you refer to us who subsequently signs up for a free course or uses a “free promo code” to get a paid course for free will not be eligible to receive a commission and this specific sale will not appear in your affiliate account. We will terminate the account of affiliates who only promote free courses or affiliates who primarily promote free courses.

5. Affiliate Commissions

5.1. Eligibility

Except in countries or jurisdictions where such a transaction is not permitted, you are eligible to receive affiliate commissions for Referrals (as defined in the section below) for the duration of these Affiliate Terms and Conditions, according to the calculation described below:

5.2. Assignment rule

The attribution rule in the Werkey Affiliate Program is the Last Click. This is the criterion that the system uses to assign the commission, in cases where more than one affiliate has referred the same customer.

For example, a user does a search and clicks on a banner on a certain website. At this point, the user is in the early stages of the buying cycle and has the first contact with the product. He may even buy, but he will likely leave the site and visit other pages before making up his mind. However, in hours, days or even weeks, that same user is more likely to buy the product and, when they see a link from another affiliate , they make the purchase. This is when Werkey's tracking technology identifies the purchase and allows the attribution rule to be applied by Werkey's system to commission its Affiliates.

5.3. Commissions

5.3.1. Amount Due: The exact amount of Affiliate Commissions owed to you in any quarter will be calculated as follows: The Affiliate Commission is set in the offers available to you in your Affiliate Account. A “Referral” is a paying customer that you refer from your website to our website using the materials in accordance with the referral's specifications. Acceptance of a referral as a User of our Services will be at our sole discretion.

5.3.2. The payment of commissions to affiliates will be made monthly, in a single installment, with a minimum amount of R$100 (one hundred reais), US$20.00 (twenty American dollars), according to the payment method you selected in your affiliate account. . Affiliates are responsible for ensuring that they can accept payments from Werkey's affiliate network. If your account is terminated due to a breach of these Affiliate Terms and Conditions, we reserve the right to withhold all future payments due to you.

5.3.3. Affiliates are responsible for all charges, fees, taxes, exchange fees, surcharges and other expenses incurred in receiving affiliate payments. Check with your receiving banking institution to see if any of these items apply to your account. If you choose to redeem amounts outside the deadlines stipulated above, you will be charged R$50.00 (fifty reais), US$10.00 (ten US dollars), per transaction as administrative costs and transaction fees.

5.3.4. If we determine that paying affiliate commissions to you in any jurisdiction is unlawful under any law, we may reserve the right not to pay affiliate commissions for any sales made in that jurisdiction.

5.3.5. We may withhold your final payment for a reasonable period to ensure that the correct amount is paid to you.

5.3.6. If, at any time, there has been no substantial activity on your account for one (1) year, we will be entitled to withhold any accrued fees. Additionally, fees not paid to your account may be subject to a savings under applicable law.

5.3.7. You will not receive commissions for free courses: Our site contains both paid and free courses. Any customer you refer to us who subsequently signs up for a free course or uses a “free promo code” to get a paid course for free will not be eligible to earn a commission and that particular sale will not appear in your affiliate account. We will terminate the account of affiliates who only promote free courses, or affiliates who mainly promote free courses.

5.3.8. When someone buys through your affiliate link, we will pay you a percentage (%) of each subscription fee for up to 1 year. The percentage value will depend on your contract.

5.3.9. The amount of the commission receivable is the final net value of the purchase made by the user, not the advertised amount.

5.3.10. If your referrals result in sales of courses that the client pays in installments, your commissions will be credited accordingly, after each receipt.

6. Licenses

6.1.

You will grant us a non-exclusive, non-transferable and revocable right to use your name, titles and logos in advertising, marketing, promotion and publicity in any manner of our rights in these Affiliate Terms and Conditions. However, we are under no obligation to advertise, market, promote or disclose.

6.2.

Both parties agree not to use the other party's proprietary materials in any way that is derogatory or otherwise portrays the other party in a negative light. We both reserve all of our respective rights in the proprietary materials covered by this license. Either of us may revoke this license at any time by providing the other party with written notice terminating our involvement under these Affiliate Terms and Conditions and your affiliate status. In addition to the license granted in these Affiliate Terms and Conditions, we retain all right, title and interest in our respective rights and no right, title or interest is transferred to the other party.

7. Exemption

We make no express or implied representations or warranties regarding Werkey. Any implied warranty of merchantability, fitness for a particular purpose, accuracy, reliability and non-infringement is expressly excluded and disclaimed. Additionally, we make no representation that the operation of our website will be uninterrupted or error free and we will not be responsible for the consequences of any interruption or errors.

8. Limitations of Liability

Werkey will not be liable with respect to any subject matter of these Affiliate Terms and Conditions under any other contract, tort, tort, strict liability or other legal or equitable theory for damages for indirect, incidental, special or exemplary consequences ( including, without limitation, loss of revenue, goodwill, expected profits or business), even if you have been advised of the possibility of such damages. Notwithstanding anything in the agreements contained in these Terms, in no event shall our cumulative liability to you arising out of or in connection with these Affiliate Terms and Conditions, whether based on contract, tort, strict liability, tort or other legal or equitable theory, shall exceed the total referral fees paid to you in the Affiliate Terms and Conditions.

9. Indemnity

You agree to indemnify and hold Werkey and its employees, representatives, agents and affiliates harmless from any and all claims, lawsuits or other claims against them based on or arising out of any claim resulting from your breach of these Affiliate Terms and Conditions. You will pay any and all costs, damages and expenses, including, without limitation, reasonable attorneys' fees and costs awarded or otherwise incurred by us in connection with or arising out of any claim, lawsuit or proceeding.

10. Termination

10.1.

Either party may terminate the commitment under these Affiliate Terms and Conditions at ANY TIME, with or without cause, upon written notice from the other party. To cancel your participation in the Program, it is essential that you fill in the cancellation form on our Affiliate Portal.

10.2.

After requesting the termination of your participation in the Werkey Affiliate Program, wait for our confirmation and guidance on payments to be received, if any. We will check what amounts you have to receive until the date of the cancellation request. After the cancellation request date you will no longer be entitled to receive any commission amounts.

11. Modification

From time to time, we may update these Affiliate Terms and Conditions to clarify our policies or introduce new and different practices, such as changing the scope of Referral Fees, payment procedures and Affiliate Program regulations or Referral Specifications, or Referral materials. Werkey reserves the right, in its sole discretion, to modify and/or make changes to these Affiliate Terms and Conditions at any time in our sole discretion. If we make any material changes to these Affiliate Terms and Conditions, you will automatically receive an email letting you know what changes have been made and asking you to agree to our new Affiliate Terms and Conditions. Modifications will take effect on the day they are posted, unless otherwise stated. If any modification is unacceptable to you, your only option is to terminate your participation in the Werkey Affiliate Program. Your continued access to our platform will depend on your acceptance of our updated Affiliate Terms and Conditions. You should visit the Services regularly to ensure that you are aware of any changes to the Affiliate Terms and Conditions, as any revised Affiliate Terms and Conditions will supersede all previous Affiliate Terms and Conditions.

12. Miscellaneous

12.1. You represent and warrant that:

12.1.1. These Affiliate Terms and Conditions constitute your legal, valid, binding and enforceable obligation against you in accordance with the terms and conditions set forth herein;

12.1.2. You have the full right, power and authority to accept and be bound by these Affiliate Terms and Conditions and to perform your obligations under these Affiliate Terms and Conditions without the approval or consent of any other party;

12.1.3. You have sufficient right, title and interest in the rights granted in these Affiliate Terms and Conditions; and,

12.1.4. You have read and considered the limitation of liability and disclaimer guarantee provisions of these Affiliate Terms and Conditions before accepting these Affiliate Terms and Conditions.

12.2. Contractors and contractors:

12.2.1. Independent contractors. Each of us will be deemed to be an independent contractor with respect to the subject matter of these Affiliate Terms and Conditions and nothing contained in these Affiliate Terms and Conditions will be deemed or interpreted in any way as creating any partnership, joint venture, employment, agency, agent fiduciary or other similar relationship. You will not make any statement, whether on your website or otherwise, that could contradict or contradict anything in this paragraph.

12.2.2. assignment. You may not assign your rights or obligations under these Affiliate Terms and Conditions to any party and any attempt to do so will be null and void. We are free to assign these Affiliate Terms and Conditions.

12.2.3. Jurisdiction. These Affiliate Terms and Conditions shall be governed by Brazilian law, without reference to your choice or conflict of law principles that would require the application of the laws of another country, and shall be deemed to have been performed and accepted in Brazil. Any dispute that may arise in relation to these Affiliate Terms and Conditions will be resolved in accordance with our Terms of Use.

12.2.4. You may not change or waive any provision of these Affiliate Terms and Conditions unless in writing and signed by both parties.

12.2.5. Full agreement. These Affiliate Terms and Conditions represent the entire agreement between you and us and will supersede all prior agreements and communications between us, whether oral or in writing.

12.2.6. Titles and headers. The titles and headings contained in these Affiliate Terms and Conditions are included for convenience only and will not limit or affect the terms contained herein.

12.2.7. Autonomy. If any provision of these Affiliate Terms and Conditions is held to be invalid or unenforceable, the provision will be eliminated or limited to the minimum extent necessary for the will of both parties to be complied with and the remainder of these Affiliate Terms and Conditions will be in full force and effect.

12.3. How to contact us:

The best way to get in touch with our support team is through the HELP icon available on our sales, education or affiliate platforms. You can also send messages directly to support@werkey.co . Our team will respond within 48 hours on business days.