NEO - Nelson Email Organizer - License Agreement

NEO Referral Program License Agreement

This agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the NEO Referral Program (the "Program"). As used in this Agreement, "Referral Program Member" means the applicant.

Please read this carefully before signing up and before using this service. By checking the checkbox "I agree to the terms" on the Referral Program Member Signup page, you indicate your acceptance of this agreement and its terms. Once we have received a PO, credit card or check payment all sales are considered "on hold" for thirty days (to account for product refunds). After the thirty day hold period, the sale is considered "payable". Commissions on invoiced orders will be paid after the invoice has been paid.

TERM

The term of this agreement shall commence on the date the Referral Program Member uses the provided "Reference Link"; that is, it is placed on Referral Program Member's site, is used in a Referral Program Member's email, or is otherwise distributed by Referral Program Member.

Agreement expiry shall occur when terminated by either party with three days written or emailed notice. Caelo reserves the right to terminate the agreement immediately if any terms of the agreement are not followed.

Upon termination, Referral Program Member agrees to remove the Reference Links (and any and all links to Caelo affiliated sites) from its site, outgoing emails, or other distribution methods.

OBLIGATIONS OF CAELO

Caelo will supply Referral Program Member with guidelines, text and instructions to be used by Referral Program Member and act as a link to Caelo's "Reference Link Page" (defined as the Caelo page that your Reference Link links to).

Caelo uses cookies to track referral information and to track sales. Cookies must be enabled (at key times) on the Referral Program Member and referee computers. As purchasers can delete cookies or change their permission of cookie use, Caelo makes no guarantees as to the success of references.

Caelo will compensate Referral Program Member for each Payable Reference Sale. A "Reference Sale" shall be defined as a purchase of NEO Pro within two years of the date at which the purchaser first linked through Referral Program Member's Reference Link. Referral Program sales apply only to full product purchases, not product upgrades or auxiliary items.

All Reference Sales are "On Hold" for thirty days to account for product refunds. After the thirty-day on hold period (if the purchaser did not request a refund), Reference Sales are considered "Payable" and shall be paid.

For Payable Reference Sales of NEO Pro, Referral Program Member will be paid a "Commission" of $20 for each seat of NEO Pro purchased between 1 and 9 seats, and will be paid a Commission of 15% of the "Purchase Amount" for all purchase transactions greater than 9 seats. Commissions are payable to the Referral Program Member for sales up to 249 seats if the order includes the Referral Program Member ID (Affiliate Id). Purchase Amount is defined as the gross sale amount and does not include any taxes, shipping or handling charges. Note that NEO Pro upgrade purchases are not commissionable.

Caelo calculates commission at the purchase transaction level. For example, if there are 10 individual transactions at 1 seat each, Caelo will pay 10 x $20 = $200.

Caelo remits Commission compensation preferably through PayPal payments. Referral Program Members are strongly advised to setup a PayPal account before or directly after joining this program. For wire transfers of Commission payments all bank costs are for the account of the Referral Program Member.

Caelo will post payable amounts to the Referral Program Member's PayPal account within 15 business days of the month end of the date Reference Sale becoming payable.

Monthly, and within 15 business days of month end, Caelo will email to Referral Program Member's Contact Email Address the Monthly Sales Report for Referral Program Members with Payable Reference Sales for the month.

The first and all subsequent Reference Sales by a single purchaser are credited to the first referring Referral Program Member.

Amounts for Payable Reference Sales shall be solely determined by the log file and database reports of Caelo. Under no circumstances will Caelo pay more than one Commission for any single sales transaction regardless of the reason or source of the error.

Caelo will hold unclaimed payment amounts for a period of one year, after which the amounts are deemed unplayable and shall not be paid to Referral Program Member.

Caelo neither implies nor makes judgment as to the performance or activities of PayPal. Furthermore, Caelo is not obligated to provide assistance in tracking or investigating PayPal payments.

OBLIGATIONS OF REFERRAL PROGRAM MEMBER

Referral Program Member will place a graphical, textual, or search link to Caelo on the Referral Program Member site or in emails or other distributed methods in a manner consistent with guidelines and/or text provided by Caelo or custom artwork and/or text approved by Caelo.

Referral Program Members may not self-refer. That is, Referral Program Members may not refer themselves to effectively reduce the cost of their own purchase of NEO products. Commissions are payable to the Referral Program Member for sales up to 249 seats if a purchase order includes the Referral Program Member ID (Affiliate Id). On a sale with 10 or more seats we also require that the Referral Program Member document how their involvement influenced the purchase.

The Referral Program Member is not eligible for remuneration if sales are made to a company that has a policy which prohibits employees from receiving compensation from contractors and vendors since violation of this policy may negatively impact Caelo. It is the sole responsibility of the Referral Program Member to abide by their corporate policies regarding the above mentioned. Furthermore, Caelo will not be responsible if Referral Program Member breaches such company policies.

Activities which in Caelo's sole opinion are performed to fraudulently or otherwise circumvent Caelo's intended offering of Referral Program Member remuneration based on bona fide Payable Reference Sales are grounds for immediate termination of this agreement and the Referral Program Member is no longer eligible for any further remuneration on Reference Sales.

The Referral Program Member agrees to be a PayPal member BEFORE choosing NEO Referral's PayPal option and has a PayPal account in good standing.

MODIFICATION

At any time and in our sole discretion, Caelo may modify any of the terms and conditions contained in this Agreement by emailing a revised agreement to Referral Program Member. If a modification is unacceptable to the Referral Program Member, the Referral Program Member's only recourse is to terminate participation in the Program. Continued participation in the Program following receipt of a revised agreement constitutes Referral Program Member's acceptance of the new agreement.

LIMITATION OF LIABILITY

Caelo makes no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, Caelo makes no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

MISCELLANEOUS

This Agreement is the entire agreement between Referral Program Member and Caelo and supersedes all prior agreements, oral or written with respect to this license. Questions concerning this Agreement may be directed to Caelo Software BV, de Vlasakker 4, 5555 LH Valkenswaard, Netherlands. Email address for termination of this Agreement: affiliate@caelo.com

This Agreement will be governed by the laws of the Netherlands.