Terms of services

The Terms of Service of the GroupCamp Affiliate Program (Affiliate ToS) governs the relationship between the  company, hereforth referred to as the “Affiliate”, its websites, blogs or forums and GroupCamp SARL (“GroupCamp”), a company based in France headquartered at 17, Rue d’Hauteville, 75010 Paris, France.  RCS Paris N° 508 468 402.

An Affiliate is also a Customer of the GroupCamp Service and Platform. As such the Affiliate agrees to fully comply with the Terms of Service and its appendices, Billing and Payment Policy, Privacy Policy and Third Party Access to Service - hereforth referred to as “Customer ToS”

The Agreement encompasses the current Affiliate ToS and the Customer ToS.

Definitions

The definitions of “Account Set up Page” “Account”, “Customer”, “Offerings and Plans”, “Account Application” “Platform”, “Currency” and “Service” are those defined and used in Customer ToS.
"GroupCamp Websites" are the different top level domains used by GroupCamp to promote its services in various languages (ex: groupcamp.es, groupcamp.de,...). Sub-domains are not included in GroupCamp Websites. Subdomains are for instance: blog.groupcamp.tld., partner.groupcamp.tld,...
"Affiliate references" represent the items requested by GroupCamp to verify the quality of the Affiliate, including a full registered address, one or more documents justifying the existence of a registered business, an intra-community number in the case of an Affiliate based in a country which is a member state of the EU, Paypal addresses for the currencies supported by GroupCamp. Affiliate references are to be submitted by the Affiliate in the Account application.
"Affiliate Code" is the alphanumeric code provided by GroupCamp to the Affiliate. The code is used in Badges and links which the Affiliate can present on its websites, presentations or other communications. The proper usage of the Affiliate code is the sole responsibility of the Affiliate. The Affiliate code allows GroupCamp to associate a visit on the GroupCamp Website to an Affiliate when the visitor clicks on a badge or a link. The Affiliate Code can also be manually entered by the visitor on the Account Setup page or in the Account Application within 15 days following the setup of the account.
"GroupCamp Affiliate" is the GroupCamp Affiliate Offering which can be subscribed uniquely in standalone mode or in a Customer GroupCamp Account.
“Affiliate Program” describes the set of pages, screens and process provided by GroupCamp to which the Affiliate has access. This includes : information and services provided on the website affiliate.groupcamp.com, information and applications available in the GroupCamp Customer Account of the Affiliate, of the Account Application, applications of the GroupCamp Affiliate Offering, emails issued by the Platform. The Affiliate Program can be accessed by a web browser and a computer device.
"Visitor" is the person accessing the GroupCamp website after having used the Badge or Link including the affiliate code.
"Badge(s)" repesent banners or graphic artworks associated with a link which directs traffic to one of the GroupCamp Websites. The link contains the Affiliate Code which allows the referring Affiliate to be tracked. Badges are provided by GroupCamp and the images are stored on the GroupCamp Platform. The Affiliate is responsible for choosing the relevant badges.  GroupCamp may update the badges at any time and without prior notice. However GroupCamp will inform the Affiliate if changes are made to the dimensions of the Badges. The Affiliate agrees not to edit the the images of the Badges provided by GroupCamp.
"Link(s)" describes an HTTP link to one of the GroupCamp websites, including the Affiliate Code and associated with a communications object (Site Web, Blog, Forum , email, ..) of the Affiliate.
"Minimum Payout Amount" . Minimum payout amounts are defined for each currency used by GroupCamp to bill its Customers. The Minimum Payout Amount in Euro is 100 Euros, the Minimim Payout Amount in US Dollars 100 USD.
"Commission Plan" The Affiliate is commissioned based on a commission plan available at the following web address affiliate.groupcamp.com.
"Marketing & Communications Materials" describe all electronic or physical content with which an affiliate may associate a referral link, a badge or just the affiliate code, comments or references to GroupCamp, its products and services, and together with but not limited to  websites, emails, blogs, forums, product datasheets, poster, catalogs, in print or electronic format.

1 Conditions to enrollment in the Affiliate Program

To subscribe to the Affiliate program or to add the GroupCamp Affiliate offering to an existing customer account, the Affiliate agrees to comply with the following:

• the Affiliate is the legal representative authorised to bind the registered business in its country,
• the Affiliate agrees to comply with all laws and local, social and fiscal regulations of its country or jurisdiction,
• the country of residence of the local business is not listed in the Non-Cooperative Countries or Territories as established by the (Financial Action Task Force)FATF,
• the Affiliate agrees to fill in and update the Affiliate references,
• the Affiliate will use reasonable effrots be available by email or phone,
• the Affiliate shall submit the necessary TAX declaration related to the invoices issued on behalf of the Affiliate Account by GroupCamp,

the Affiliate is responsible for maintaining the security of its account including the login and password giving access to the account,

• a single enrollment in the affiliate program is authorized per registered company,

may not use the current program for illegal activities or for actions which are not authorized by laws of the Affiliate’s country or jurisdiction,

The Affiliate may not use this program to be commissioned on its own usage of GroupCamp services.

If one or more of the terms of the Affiliate Agreement are not acceptable to the affiliate, the latter should not proceed to enrol in the Affiliate program.

2 Acceptance of the terms of the Affiliate Agreement by the Affiliate

The present Agreement will begin upon acceptance of the Affiliate and continue indefinitiely unless terminated in accordance with the termination terms of this Agreement.
The Affiliate agrees to comply with the terms and conditions set forth in the Affiliate Agreement throughout the term of the Agreement.
The Affiliate is not a party of any Agreement signed between the Visitor referred by the Affiliate and GroupCamp.
GroupCamp reserves the right to change the conditions of the Affiliate Agreement, with or without prior notice and to suspend temporarily or terminate definitively the enrollment in the current Program.
The Affiliate agrees to review the most current version of the current Agreement on the website affiliate.groupcamp.com.
However in the event of a modification deemed significant by GroupCamp, GroupCamp may decide to notify the Affiliate by email. The Affiliate will remain governed by the new terms which become in effect immediately. The Affiiliate agrees that the use of the Affiliate Program implies a full acceptance of the modifications made to the Affiliate Agreement. Should any of the terms of the Agreement be unacceptable to the Affiliate, the latter should stop all usage of the Affiliate Program.
If any one of the terms of the Affiliate Agreement is deemed to be void, this will not imply the void nature of all the terms of the Agreement. GroupCamp may replace a term believed to be void by a valid one.
Violation of any one of the terms of the Affiliate Agreement will be deemed by GroupCamp as a violation of the the full agreement and will lead to the suspension or termination of the Agreement.
 

3 Set up of the GroupCamp Affiliate Offering

The subscription to the GroupCamp Affiliate is achieved:

• via the Account menu of the Customer already using the GroupCamp Service,
• via the affiliate.groupcamp.com website which allows the set up of a Customer Account with GroupCamp Affiliate as unique offering.

The individual owning the GroupCamp Account is the only user authorized to access the Account Applications and the GroupCamp Affiliate pages
The Affiliate must then :

• fill in the Affiliate References in the Account Application to access the Affiliate Code together with the marketing Badges,
• update the Affiliate References if necessary which are then submitted to GroupCamp for approval

The Affiliate will use Badges with links which include the Affiliate code. The Affiliate will ensure that the links properly point to one of the root domains of the GroupCamp Websites or on one of the GroupCamp products to be taken into account. It is the sole responsibility of the Affiliate to measure traffic and click rate generated by their badges and links.
The Affiliate agrees that the duration of the cookie placed by the GroupCamp platform in the Internet browser when a Visitor accesses a GroupCamp website is one (1) month. Should the visitor re-visit one of the GroupCamp websites within 1 month of the initial visit without going through the link on an Affiliate website, the Visitor will still be tracked with the Affiliate’s code if an account is set up as a result of the visit.

The association between the Visitor and the Affiliate will NOT be made in the following non-exhaustive list of events:

• the account set up is not made within a month of an initial visit via a click on the Affiliate link,
• the Visitor uses a different browser,
• the Visitor’s browser does not accept cookies when visiting one of the GroupCamp Websites,
• the Visitor deletes the Cookie set by GroupCamp in the Internet Browser,
• the Visitor visits another GroupCamp Website  (Ex. www.groupcamp.com then www.groupcamp.es)  before setting up an Account and the browser does not allow the cookie to be transferred (which is the case for Internet Explorer),
• after an initial visit of a GroupCamp Website, the Visitor uses a link from another Affiliate before setting up an account.

GroupCamp Affiliate supports the following features :

• getting the Affiliate Code,
• viewing, in each currency, the commissions being processed for payment, the commissions already paid, the balance of the account,
• view the number of new referred accounts per GroupCamp Offering and Plan,
• download the invoices issued by GroupCamp on behalf of the Affiliate,
• view and grab the embed HTML code to display GoupCamp badges,
• get a weekly update of the events of the account and its outstanding balance,
• get email notifications when GroupCamp makes a Paypal payment,
• access the GroupCamp support when signed into your Account.

4 Responsibilities of the Affiliate, relationship with GroupCamp

The Affiliate is solely responsible for the communications and marketing materials on which Badges are displayed or of the links pointing to a GroupCamp website. The Affiliate is also responsible for the following:

• the proper use and insertion of Links or Badges on websites, the operation and maintenance of its own websites,
• the regular testing of the referral links to ensure that they function properly,
• the usage of Links and Badges is not in violation or infringement of any agreement between the Affiliate and any third-party,
• the relevance and accuracy of any content displayed with Links and Badges from GroupCamp. The Affiliate agrees not to violate or infringe upon the rights of a third-party, copyright, private life, trademarks and other personal or proprietary rights.
• the text and content associated with Badges and Links are neither illegal nor defamatory,
• the websites of the Affiliate should inform visitors of the methods used to collect, store personal information and disclose via a privacy policy or any other means what use is made of the personal information and cookies, including where applicable disclosure to third parties, including advertisers.
• to display Links and Badges on Internet Sites for which the Affiliate is not the owner or upon which the Affiliate is not authorized to expose such Badges by the rightful owner of the Website,
• to display Links and Badges on websites which are deemed illegal by French court or regulator.
• to display Links and Badges on websites which are or might be considered as lewd, pornographic, obscene, or an incitement to religious or ethnic, hatred,
• to display Links and Badges on a Marketing Material which can deteriorate GroupCamp’s reputation, brand and image.

As per the terms of the current Agreement, the Affiliate CANNOT, in any event:

• issue a press release relative the Affiliate Program,
• claim, with prospects and customers, any other relationship than the one described in the GroupCamp Affiliate ToS,
• embellish the nature of the relationship with GroupCamp,
• use commercial or maketing methods in a manner that is disparaging or deemed aggressive (example, email spamming,...),
• claim any intellectual property rights on brands, logos, programs of GroupCamp.

The Affiliate and GroupCamp are at full liberty to contract as independent contractors. The participation to the Affiliate Program within the terms of the present Agreement does not imply or create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.

The Partner also agrees that the GroupCamp Affiliate Program is not a multi-tier program. The Partner may not engage in a Partner relationship with another party following the terms of the present agreement in its own name or in the name of GroupCamp.

In the event of a breach of the current terms, GroupCamp reserves the right, in its sole and absolute discretion to terminate the Affiliate as a member of the GroupCamp Affiliate Program.
 

5 Payment of commissions via Paypal

Affiliate commissions are paid via Paypal. For the commissions to be paid, the Affiliate should provide, in each Currency the email address of its Paypal account. If the Affiliate does not provide a Paypal account it will be created automatically on the first payment made using the email address provided by the Affiliate.

6 Affiliate Commission plan

Upon each payment of their GroupCamp Customer account by a referred Visitor, the commission plan is applied on the amount paid by the Customer excluding taxes, including discounts if applicable and in the Currency used by the Customer.

In an effort to limit payment and fraud issues, GroupCamp will oberseve the following guidelines:

• each amount issued by the Commission Plan is put on hold for a period of 90 days,
• beyond the 90 days, the amount put on hold will be processed for payment in the Affiliate’s account in the relevant Currency,
• When the Account in a given Currency reaches the Mimimum Payout Amount the commissions are paid in the 10 first days of the following month,
• GroupCamp pays the commissions on the corresponding Paypal account in the corresponding Currency and notifies the Affiliate by email,
• Once the debit charge is detected on GroupCamp’s bank account, an invoice is issued on behalf of the Affiliate and transferred to the Affiliate by email,
• the commission is added to the commissions already paid in the corresponding currency.

In the event of contested customer payments, the corresponding commissions paid will be subtracted from the Affiliate Account in the corresponding currency.
If the Affiliate does not collect the payment made by GroupCamp in the relevant Currency, after the delay determined Paypal will transfer the funds back to the Affiliate’s GroupCamp Account  in the corresponding Currency. The Affiliate agrees that any financial feed relative to this transaction are charged to the Affiliate Account. After 2 payment failures, GroupCamp reserves the right to suspend payments for this affiliate until the Affiliate contacts GroupCamp to claim its payments.

Suspension of payments.

If a Visitor becomes a member of the GroupCamp Partner Program (partner.groupcamp.com), only the commissions paid by the Partner as a Customer are taken into account for the payment of commissions, the amounts paid by the partner as a reseller of GroupCamp Offerings are excluded from the calculations of commissions.

7  Declarations and guarantees pursuant to the Affiliate Program

The Affiliate declares and guarantees that is is an authorized representative and has the authority to bind the company it represents and execute the terms of the Affiliate Agreement. The affiliate agrees to comply with all laws, regulations, ordinances, judgements from its local jurisdiction, in France and in Europe and to the terms of the Affiliate Program.
The Affiliate agrees to provide GroupCamp with accurate, updated and complete registration information regarding the registered company it represents and also regarding its legal representative.

In the event of a conflict between the Agreement in French and the Agreement in English, the Customer acknowledges and agrees that the French version will apply.

8  Intellectual property, trademarks. Limitation of warranty. Indemnification

For the terms relating to intellectual property brands and trademarks, the Brand and Property Rights terms of the ToS apply.
For the terms relating to Warranties and Disclaimers the Warranties and Disclaimer terms of the ToS apply.
For indenmniffication terms please refer to the Indemnification terms of the ToS which apply.

9  Limitation of warranty pursuant to the present Affiliate ToS

None of the terms of the Affiliate ToS may exclude or limit the responsability of neither party:

• death or injury resulting from negligence of either party or its representative or employees.
• fraudulous acts or false declarations.
• violation of any implied term related to the applicable law or non-disturbance agreement.

Under the three (3) mentioned limitations, neither party can be held responsible, in the event of an action on contractual or delictuous responsibility (including but not limited to, negligence), of pre-contractual declarations or otherwise or of actions arising from the Affiliate ToS.

Except as expressly set, neither party will be liable, under this agreement for the following :

• loss of revenues or other financial losses (including loss of turnover, profit, commercial contracts, data, anticipated savings or cost of a substitution service),
• special indicental, consequential or punitive damages,
• loss of reputation;

even if the party knew or should have known that such damages were possible at the date on which the parties entered in Agreement and even if direct damages do not satisfy a remedy.
Under the current terms, either party may be held liable (liability being related to a breach of the Affiliate Agreement, negligence or other reason) under the Affiliate Agreement for no more than the cumulated amount paid or to be paid by GroupCamp to the Affiliate (including all accessory financial and legal fees) during the six months prior to the event giving rise to liability.

10 Suspension and termination of the Affiliate Program

Suspension of the Affiliate Program by GroupCamp

The suspension of the Affiliate Agreement implies that GroupCamp will not be paying commissions to the affiliate. Except as expressly set above, the Affiliate offering continues to be effective. The decision to suspend as defined in the current Agreement is taken by GroupCamp in its sole discretion and without prior notice to the Affiliate. The decision to suspend may be due to the following reasons:

• incomplete non-updated or inaccurate Affiliate References,
• the Affiliate fails to comply with one or more of the Affiliate ToS,
• the Affiliate does not collect the payments made via Paypal by GroupCamp,
• upon decision of an administrative or regulatory jurisdiction or authority,
• any other reason deemed important by GroupCamp.

In that particular event, GroupCamp will contact the Affiliate who will then have 10 days to remedy to the cause of the suspension. Beyond that delay, GroupCamp reserves the right to terminate the Affiliate from the Affiliate Agreement.

Termination of the Affiliate Program by the Affiliate.

The Affiliate is free to terminate its participation to the Affiliate Program. Termination of the Affiliate program is achieved using the Account applications by clicking on “Cancel” next to the Affiliate Offering. When terminating an account the Affiliate acknowledges the following immediate consequences of such an action:

• the termination process achieved by clicking on “Cancel” next to the Affiliate Offering cannot be undone,
• the Affiliate by terminating agrees not to be paid any pending to-be-paid commissions by GroupCamp pursuant to the Affiliate Program,
• the Affiliate will no longer have access to the data contained in the Affiliate offering and to the set of applications in GroupCamp Affiliate,
• if GroupCamp Affiliate is the only remaining offering in the GroupCamp Account, the Account will be automatically deleted on the following Anniversary Date, and the Affiliate will no longer have access to the Account to retrieve data from the Account beyond that date,
• if the affiliate has not removed Badges and Links from its Marketing Materials, the Affilite Code of the Affiliate will no longer be tracked and recorded for referred Visitors accessing GroupCamp Websites,

Termination of the Affiliate Program by GroupCamp

GroupCamp may proceed to the termination of the Affiliate Program, in its sole discretion, with or without prior notice in the following situations If within the period of one month after the enrollment to the Affiliate program, the Affiliate References are not complete and accurate. In that particular event, the GroupCamp Affiliate offering will be removed from the Account. If GroupCamp Affiliate were to be the last offering present within the Account, that Customer Account would be cancelled.

In the event of observed fraud or behavior or actions deemed to deteriorate the image or reputation of GroupCamp, GroupCamp may decide in its sole discretion and without prior notice, to take with immediate effect one or all of the following measures:

• Suspension of commissions to be paid,
• Cancellation of the Affiliate Code,
• Disabling access to the GroupCamp Affiliate Offering and or to the Account of the Affiliate (including cases where the Affiliate has on-going free or paid subscriptions to GroupCamp Offerings),
• Initiating legal formal action by any means necessary to obtain the removal of all Badges and Links posted by the Affiliate, together with all references to GroupCamp,
• Blocking all commissions to be paid to the Affiliate into an escrow account.

GroupCamp reserves the right to take legal action to the relevant jurisdictions to obtain remedy for the prejudice caused.

Consequences of the termination of the Affiliate Program:

• The Affiliate shall remove all Badges and Links pointing to GroupCamp Sites,
• The Affiliate  shall remove all references to GroupCamp on its Marketing and Communications Materials.

11  Applicable law and Mediation

The Affiliate TOS, in both its French and English versions, shall be governed by French law without regard to the principles of conflicts of law. In the event of a conflict between the Agreement in French and the Agreement in English, the Customer acknowledges and agrees that the French version will apply. If there The Customer hereby expressly agrees to submit to the exclusive jurisdiction of the Commercial Court of Paris, France, notwithstanding the plurality of defendants, claim against guarantor, summary or conservatory proceedings.