This Wondershare Filmora Referral Program Agreement (‘Agreement’) is entered into by and between Wondershare Technology Group Co. ltd. ("Wondershare") and the Referring Party executing this Agreement ("Participant"). Participant must comply with this Agreement when participating in the Wondershare Filmora Referral Program (the "Program") described in this Agreement. You represent and warrant that (i) you have all necessary legal authority to enter into this Agreement, (ii) you have read and understand this Agreement, and (iii) you agree to the terms of this Agreement. If you do not have the legal authority to enter into this Agreement or do not agree to the terms of this Agreement, do not click below to accept this Agreement.
This Agreement is effective between Participant and Wondershare as of the date the Participant electronically accepts this Agreement.
1. Definitions
- 1.1 “Custom URL” means the unique URL or Domains Widget to be provided by Wondershare to Participant and which will correlate Eligible Referrals submitted by Participant to Participant’s Programme account.
- 1.2 "Eligible Referral Recipients" means eligible potential new customers (other than Ineligible Referral Recipients) who may validly register for or validly purchase a Wondershare Filmora Subscription Service directly online through the Dedicated URL, where "Validly Registered Users " means only users who have never registered for a Wondershare WSID account in any form and who have registered and created a WSID account for the first time via email, Facebook ID, Twitter ID, or Apple ID; "Valid Purchase Users" is limited to users who have purchased the Wondershare Filmora Subscription Service for the first time.
- 1.3 "Wondershare Filmora Subscription Service" or "Service" means the Wondershare Filmora Subscription Service sold by Wondershare to the general public under the name Wondershare Filmora. Filmora Subscription Services, such as Filmora Software, Filmora Resource Packs, Filmora AI Credits, etc., as described in more detail at https://filmora.wondershare.com Wondershare may from time to time update such URLs and service descriptions.
- 1.4 "Reward" means a redeemable coupon, promotional code or other incentive that may be used by Participant to advertise and market the Services under this Agreement.
- 1.5 "Ineligible Referrals" means government-controlled entities and their employees, political parties and candidates, customers purchasing services through a reseller, and any other person or entity already under Wondershare.
- 1.6 "Participant" means a legally valid individual user who has purchased a Wondershare Filmora Subscription and whose principal place of business or residence is located in the Territory as described in this Agreement. It does not include (i) government-controlled entities and their employees; (ii) political parties and candidates; and (iii) representatives, agents or employees of Wondershare. In particular, it should be noted that participants in the Distribution Fission Campaign are only those who have purchased the Filmora Software and are still in the active subscription period, and that specific information about the Filmora Software is listed on the following website https://filmora.wondershare.com.
- 1.7 "Referral Program Rules Guide" means any applicable program rules provisions that may be made available to Participants by Wondershare through the Official Portal in addition to this Agreement and that will govern Participants' continued participation in the Program. Specifically at https://filmora.wondershare.com/program-faqs-and-rules.html.
- 1.8 "Referral" means a potential new customer who may use the Services that is submitted by a Participant to Wondershare via its customized web site.
- 1.9 "Referral Fee" means the fee payable by Wondershare to the Participant in respect of a Qualified Referral that the Participant refers to Wondershare that results in a Valid Transaction in a particular country within the Territory. Information on Referral Fees is set out on the following website (or such other website as Wondershare may specify): https://filmora.wondershare.com/program-faqs-and-rules.html
- 1.10 "Territory" is limited to the United States and the United Kingdom.
- 1.11 "Effective Transaction" means a transaction for the sale of Services completed through a Participant's customized web site, entered into directly online between an Eligible Referral Recipient and Wondershare in a manner that meets the Referral Fee payment requirements of Section 7.1.
2. Programme Overview.
Under this Agreement, Participant may only advertise the Services to Eligible Referrals located in the Territory and may not market the Services to any Non-Eligible Referrals. Wondershare will provide Participant with a customized web address that can be used to associate Participant with any Eligible Referral that has entered into a valid transaction under this Agreement. Wondershare may issue incentives to Participant in accordance with the limitations and guidelines set forth in this Agreement. Wondershare may issue Rewards to Participant in accordance with the restrictions and guidelines set forth in this Agreement. Where applicable, Participant may add custom URLs provided by Wondershare to its website and marketing materials for the Services in accordance with the provisions of this Agreement. Only valid transactions entered into through Participant's customized URL will qualify for Referral Fees.Wondershare may, at its option, establish applicable referral program rule guides, which may contain updated information regarding applicable referral fees, rewards and other program-related details. The terms of such Referral Program Rulebook form part of this Agreement and in the event of a conflict with any of the terms of this Agreement, the Referral Program Rulebook shall prevail
3. Distribution of Custom URL and Incentives.
Participant will endeavor to distribute Customized URLs and Rewards, provided that (a) such distribution is made only to eligible Referral recipients, and (b) such distribution is made only upon approval by Wondershare (which approval of the distribution is indicated by Wondershare's provision of the Customized URLs and any applicable Rewards to Participant). All marketing materials (including, without limitation, any content distributed via email) must (i) strictly follow any instructions provided by Wondershare with respect to the Referral Program; and (ii) comply with the terms and conditions of this Agreement and all applicable laws and governmental regulations with respect to marketing, privacy and data protection. When distributing content via email, Participant must (x) provide the option for recipients to opt-out of receiving future communications from Participant; and (y) offer any Reward with Wondershare's binding terms and conditions for the corresponding Reward. Subject to applicable law, if requested by Wondershare, Participant will block the Customized URLs and Rewards from being distributed to the recipients specified by Wondershare (as determined by Wondershare in its sole discretion).
4. Compliance.
In addition to the other legal requirements in this Agreement, Participant expressly agrees to comply with the following:- 4.1. Anti-Bribery Laws and Reporting. Participants will comply with all applicable commercial and public anti-bribery laws ("Bribery Laws"), including the U.S. Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act 2010, which prohibit the corrupt practice of providing anything of value, directly or indirectly, to any person, including a government official, for the purpose of obtaining or retaining business or obtaining any other improper business advantage. Corrupt practices of providing anything of value, directly or indirectly, to any person, including a government official, for the purpose of obtaining or maintaining business or obtaining any other improper business advantage. A "government official" includes any employee of the Government, candidate for public office, and employees of companies, public international organizations and political parties that are owned or controlled by the Government. In addition, the Participant shall not pay any facilitation payments, i.e., payments made to induce an official to perform routine duties that the official would otherwise be obligated to perform. If Participant becomes aware of any suspicious, illegal or fraudulent activity in connection with this Agreement, Participant shall report the suspicious or fraudulent activity to Wondershare at https://support.wondershare.com/contact/login.html within 24 hours of becoming aware of the suspicious or fraudulent activity.
- 4.2 Export Control Laws. Participant will comply with all applicable export controls, including, but not limited to, the United States Department of Commerce's Export Administration Regulations and sanctions programmes administered by the United States Treasury Department's Office of Foreign Assets Control.
- 4.3 Acceptable Use Policy. Participant will not send, post, transmit or otherwise use any Wondershare provided content, including the Wondershare name or the Services, in connection with any materials, sites or otherwise that: (i) will generate or facilitate unsolicited bulk commercial emails; (ii) will, or otherwise encourage, the violation of the legal rights of others; (iii) is for an unlawful, invasive, infringing, defamatory, or fraudulent purpose; (iv) contains obscene or pornographic content.
- 4.4 Certification. By submitting a Referral to Wondershare, Participant represents, warrants and certifies to Wondershare that each such submission will be: (i) reasonably made in good faith as an Eligible Referral; (ii) comply with all applicable laws and governmental regulations, including without limitation, as described above, and (iii) Participant is not otherwise restricted from providing the Referral to Wondershare or acting as a Participant in the Programme.
5. Brand Features.
Each party owns all right, title and interest in and to the trade names, trademarks, service marks, logos and domain names ("Brand Features") that it has acquired from time to time. Subject to the terms and conditions of this Agreement, Wondershare grants to the Participant a non-exclusive, non-sub-licensable license during the term of the Agreement to display Wondershare's Brand Features provided that the corresponding Brand Features are provided by Wondershare and the Participant uses the Brand Features in the Program only as described on the official Wondershare website. Participant must use the Brand Features in the Program as described on Wondershare's official website and only for the limited purpose of promoting the Services in accordance with this Agreement. In addition, all use of Wondershare's Brand Features is appropriate in Wondershare's sole discretion and must comply with the laws and regulations of the responding country.Subject to the terms and conditions of this Agreement, the Participant grants Wondershare a non-exclusive and non-sub-licensable license during the term of the Agreement to allow Wondershare to display the Participant's Brand Features only for the purpose of marketing the Programs or for such other purposes as may be mutually agreed upon by the Parties (consent by email is permitted).
6. Payment
- 6.1 Referral Fees. Wondershare pays a Referral Fee to Participants for each eligible Referral that results in a valid transaction. A description of the Referral Fee amount is available at https://filmora.wondershare.com/program-faqs-and-rules.html. The Referral Fee and its relevant currency will be determined according to the Participant's country of residence. The Referral Fee may also vary depending on the location of the Eligible Referrals. The Referral Fee is calculated as 20% of the price of the Qualified Referrer's initial Filmora Software subscription. To be considered a valid transaction, an Eligible Referral must: (a) register directly online for a Wondershare account using a valid payment method and purchase the service within 30 days of registration; (b) the corresponding purchase transaction is completed through a customized URL associated with the Participant's account; (c) not have previously purchased, directly or indirectly, a Wondershare Filmora Subscription Service; (d) have been billed for at least 30 days for a subscription to the same primary service domain and have paid Wondershare the full amount of the billing fee; and (e) all of the above activities occur during Participant's participation in the Program.Wondershare may, in its sole discretion, increase or decrease the amount of the Referral Fee for future referrals by providing Participant with prior written notice (email notification is permitted) or by updating this Agreement to Participant, or to update this Agreement and/or any applicable Referral Program Rules Guide. Wondershare has the right, at its sole discretion, not to pay any Referral Fee to a Participant if, in Wondershare's opinion, the Participant's conduct is inconsistent with the purposes of the Program.
- 6.2 Incentives. Wondershare may elect to provide Participant with Incentives to offer its Eligible Referrals from time to time. Use of any applicable Incentives will be subject to the governing terms and conditions as provided by Wondershare.
- 6.3 Referral Fee Withdrawal Process. The minimum Referral Fee withdrawal amount for each Participant is $5.00 USD, and Participants may request withdrawals each month by initiating the Commission Withdrawal Process. Participants may not withdraw more than $200 in Referral Fees per natural year.
- 6.4 Referral Fee Payment Process. Wondershare obtains and summarizes the Participant's withdrawal request data from the Filmora distribution system, and initiates the appropriate referral fee payment process for the Participant based on the confirmed withdrawal request data. Wondershare will transfer the payment to the Company's PayPal account within 1 to 15 business days after receiving the withdrawal request submitted by the Participant, and the Company's PayPal account will transfer the payment to the Participant's designated PayPal account. Participants are solely responsible for ensuring that their account information is true, legally accurate and up-to-date. Wondershare shall not be liable for any failure to receive any payment due to incorrect or incomplete account information provided by the Participant for the purpose of receiving payment. Unless otherwise notified by Wondershare, all amounts referred to in or payable under this Agreement are in the currencies set out at https://filmora.wondershare.com/program-faqs-and-rules.html.
7. Taxes.
The Participant is responsible for all taxes and fees (if any) relating to the Referral, except for taxes and fees calculated on the basis of Wondershare's net income, and all Referral Fees paid by Wondershare to the Participant in relation to the Referral shall be deemed to be inclusive of taxes (if applicable) and will not be subject to adjustment. If Wondershare is obliged to withhold taxes from payments to Participants, it will inform Participants of this fact and pay them the amount after withholding taxes. Restrictions. Participant shall not, and shall not permit any third party to: (a) inhibit the full and complete display of any Wondershare web page by "framing," minimizing, removing or otherwise inhibiting the full and complete display of any Wondershare web page; (b) create a new browser window by means of any hyperlink to a page on a Wondershare web site; or (c) create a new browser window by means of any hyperlink to a page on a Wondershare web site.
8. Confidentiality.
Participant may not disclose the terms, conditions or existence of any non-public aspect of the Programme to any third party, except to its professional advisors under a strict duty of confidentiality or as necessary to comply with law.
9. Indemnification.
Participant shall defend, indemnify and hold harmless Wondershare and its agents, affiliates and licensors from and against any third-party claims or liabilities arising out of: (a) Participant's participation in the Program; (b) Participant's website, Participant's branded features, and Wondershare's use of any of Participant's content (provided that such use is in accordance with this Agreement); (c) Participant's breach of this Agreement. (b) Participant's participation in the Program; (c) Participant's breach of this Agreement.
10. Disclaimers; Limitation of Liability.
TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER PARTY MAKES ANY IMPLIED WARRANTIES OR ASSUMES ANY LIABILITY FOR ANY IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROGRAM AND CUSTOM SITES ARE PROVIDED "AS IS" AT PARTICIPANT'S SOLE CHOICE AND RISK, AND WONDERSHARE MAKES NO WARRANTY OF ANY KIND AS TO THE RESULTS. EXCEPT FOR (I) VIOLATIONS OF SECTION 4 (COMPLIANCE); (II) VIOLATIONS OF SECTION 5 (BRAND IDENTITY); AND (III) SECTION 9 (INDEMNIFICATION), TO THE FULLEST EXTENT PERMITTED BY LAW, AND REGARDLESS OF THE CAUSE OR TYPE OF CLAIM: (A) NEITHER PARTY SHALL BE LIABLE UNDER OR BY REASON OF THE PERFORMANCE OF THIS AGREEMENT FOR ANY DAMAGES, LOSSES, OR EXPENSES OTHER THAN DIRECT DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, OR EXPENSES. THE RELEVANT PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES, LOSSES OR EXPENSES WERE LIKELY TO BE INCURRED AND THAT THE DIRECT DAMAGES WERE NOT ELIGIBLE FOR REDRESS; AND (B) IF EITHER PARTY IS LIABLE UNDER THIS AGREEMENT, THE AMOUNT OF INDEMNIFICATION SHALL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT OF PAYMENTS MADE BY WONDERSHARE TO THE PARTICIPANT PURSUANT TO THIS AGREEMENT DURING THE THREE MONTHS IMMEDIATELY PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE INITIAL CLAIM.
11. Representations and Warranties.
Participant warrants that: (a) Participant will comply with applicable law in its use of all information provided by Wondershare, including, without limitation, the Wondershare brand features; (b) with respect to Rewards offered to Customers under this Agreement, Participant will clearly and conspicuously display the language of the applicable terms and conditions; (c) Participant will comply with applicable law with respect to any activities undertaken by Participant in furtherance of this Agreement; and (d) with respect to any Rewards or Referral Fees received under this Agreement, Participant will continuously comply with applicable law, assume legal responsibility, and fulfill its obligations to Customers. (c) Participant will comply with applicable law in connection with any activities undertaken by Participant to facilitate the performance of this Agreement; and (d) Participant will continuously comply with applicable law, be legally liable, and fulfill its contractual and other legal obligations to Client with respect to any Rewards or Referral Fees received pursuant to this Agreement (including, but not limited to, the obligation to disclose to Client the receipt of such monies and/or the transfer of any portion of such monies to Client).
12. Assignment.
No party may assign any part of this Agreement to the other without the written permission of the other party, except that Wondershare may assign to an Affiliate if (a) the assignee agrees in writing to comply with the terms of this Agreement, (b) the assignor will remain subject to the obligations of the assignee if the assignee fails to comply with its obligations hereunder, and (c) the assignor has given notice of the assignment to the other party. of the assignment. Any other attempted transfer is void.
13. Duration of Agreement.
This Agreement will remain in effect until terminated by either party in accordance with the terms of the Agreement. Either party may terminate this Agreement immediately, with or without cause, by giving written notice (e-mail notification is permitted) to the other party. Upon termination or expiration of this Agreement, all licenses and rights granted will immediately terminate and neither party will have the right to use the other party's brand features. In the event of termination of the Agreement, Participant will only receive the full amount of Referral Fees resulting from valid transactions occurring prior to the effective termination date.
14. Termination and Modification Terms.
Wondershare may, at any time and in its sole discretion, (i) modify or update the Terms, including, without limitation, the terms of the Program, this Agreement, and the Rewards (and the related Binding Terms and Conditions), and will make the modified or updated Terms available in writing; or (ii) revoke Participant's account and/or terminate Participant's participation in the Program altogether. If Wondershare provides Participant with an updated Customized URL or Rewards (and applicable terms and conditions), Participant agrees that it will begin using and complying with the updated version within 30 days of receipt.
