This Affiliate & Marketing Partner Agreement (the "Agreement") is a legally binding contract between you ("Affiliate", "Marketing Partner", "Marketing Agent", or "you") and SERAPIS CODE S.R.L., doing business as Launchpad ("Company", "we", "us", or "our"), governing your participation in the Launchpad Affiliate & Marketing Partner Program (the "Program").
Company Identity:
SERAPIS CODE S.R.L.
Soseaua Mihai Bravu 29-35, Bl. P3, Sc. 1, Ap. 25, 021327, Bucharest, Romania.
Registration/VAT: RO44066392
Phone: +40 758 107 755
Email: support@launchpadjv.com
This Agreement supplements and is governed by the Launchpad Terms of Service, which are incorporated herein by reference. In the event of a conflict between this Agreement and the Terms of Service, the Terms of Service shall prevail unless this Agreement explicitly states otherwise with respect to a specific provision.
For the purposes of this Agreement, the following definitions apply:
"Affiliate" or "Marketing Partner" or "Marketing Agent" means any individual or legal entity accepted into the Program who promotes products listed on the Launchpad platform in exchange for commission payments. These three terms are used interchangeably throughout this Agreement.
"Affiliate Link" means a unique, trackable URL assigned to the Affiliate by the Company through the Launchpad platform, used to attribute Referred Transactions to the Affiliate.
"Commission" means the percentage-based fee payable to the Affiliate for each Qualified Transaction attributed to the Affiliate through a valid Affiliate Link, as determined by the Developer of the applicable product.
"Developer" means a third-party individual or legal entity whose digital products are listed on the Launchpad platform under a Platform Listing Agreement with Serapis Code S.R.L.
"End Customer" or "Buyer" means any individual or legal entity who completes a purchase of a product through the Launchpad platform.
"LaunchPad Platform LLC" means LaunchPad Platform LLC, a limited liability company organized in the United States, which acts exclusively as a payment distribution agent for Serapis Code S.R.L.
"Merchant of Record" means Serapis Code S.R.L., the entity that processes all payments, issues receipts, handles VAT/tax compliance, and manages refunds for all transactions on the platform.
"Platform" means the Launchpad website located at https://launchpadjv.com and any related software, services, or applications operated by the Company.
"Program" means the Launchpad Affiliate & Marketing Partner Program as described in this Agreement.
"Qualified Transaction" means a completed, non-refunded purchase made by an End Customer who was referred to the Platform through a valid Affiliate Link within the applicable attribution window.
"Referred Transaction" means any transaction initiated by an End Customer who arrived at the Platform through an Affiliate Link, regardless of whether the transaction is ultimately completed or qualifies for commission.
2.1 Application: To participate in the Program, you must submit an application through the Launchpad platform. The Company will evaluate your application in good faith and reserves the right, in its sole discretion, to accept or reject any application for any reason or no reason.
2.2 Eligibility: To be eligible for the Program, you must: (a) be at least 18 years of age; (b) have the legal capacity and authority to enter into binding contracts under applicable law; (c) provide truthful, accurate, and complete information in your application; and (d) maintain a valid account on the Launchpad platform in good standing.
2.3 Legal Entities: If you are applying on behalf of a legal entity (company, partnership, or other organization), you represent and warrant that you have the authority to bind that entity to this Agreement. In such case, "you" and "Affiliate" shall refer to the entity.
2.4 Acceptance: Your participation in the Program is effective upon written or electronic confirmation of acceptance by the Company. Acceptance into the Program does not guarantee access to promote any specific product; individual Developers may set their own criteria for which Affiliates may promote their products.
3.1 Merchant of Record: Launchpad is a curated digital software platform operated by Serapis Code S.R.L. The Company is the Merchant of Record and Seller of Record for all transactions on the platform. Serapis Code S.R.L. processes all payments, issues all transaction receipts, handles VAT/tax compliance in accordance with EU OSS regulations, and manages all customer refunds. All purchases made through the platform are transactions with Serapis Code S.R.L. directly.
3.2 Developer Listing Model: Developers apply to list their products on the platform and, upon approval, enter into a Platform Listing Agreement with Serapis Code S.R.L. Under this arrangement, Serapis Code S.R.L. collects the full transaction amount from the buyer and remits the applicable portion to the Developer after deducting the platform service fee (10% + $1 per transaction). The Developer is responsible for the content, functionality, and legality of their listed product and for providing end-user technical support.
3.3 Affiliate's Role is Strictly Promotional: The Affiliate's role under this Agreement is limited exclusively to promotional and referral activities that direct potential buyers to the Platform. The Affiliate does not sell, distribute, sub-license, or transact any product. The Affiliate has no role in payment processing, refunds, tax compliance, or product delivery. All of these functions are performed exclusively by Serapis Code S.R.L. as Merchant of Record.
3.4 Payment Distribution: Following each transaction, the Company administers disbursements — including Developer remittances and Affiliate commissions — through LaunchPad Platform LLC (USA), which acts solely as a payment distribution agent for Serapis Code S.R.L. This internal arrangement does not create any direct contractual relationship between the Affiliate and LaunchPad Platform LLC, and does not affect the buyer's contractual relationship with Serapis Code S.R.L.
4.1 Honest Promotion: The Affiliate shall promote products listed on the Platform in a truthful, accurate, and non-misleading manner. All promotional materials, reviews, endorsements, and representations about a product must be based on the Affiliate's genuine experience or knowledge and must accurately reflect the product's features, capabilities, and limitations.
4.2 Compliance with Law: The Affiliate shall comply with all applicable laws, regulations, and industry standards in every jurisdiction in which the Affiliate operates, including but not limited to consumer protection laws, advertising standards, anti-spam legislation (such as CAN-SPAM, GDPR, and equivalent local laws), and any applicable data protection regulations.
4.3 FTC and Advertising Disclosure: The Affiliate shall clearly and conspicuously disclose their material connection to the Company and the Program in all promotional content, in accordance with the U.S. Federal Trade Commission Endorsement Guides (16 CFR Part 255), EU Unfair Commercial Practices Directive (2005/29/EC), and any other applicable disclosure requirements. Disclosures must be placed in close proximity to any endorsement or recommendation and must be understandable to the average consumer. The Affiliate shall not bury disclosures in footnotes, terms pages, or behind hyperlinks.
4.4 Accurate Representation of Relationship: The Affiliate shall not represent themselves as an employee, agent, partner, or representative of the Company, of any Developer, or of LaunchPad Platform LLC. The Affiliate shall not make any commitments, warranties, guarantees, or representations on behalf of the Company or any Developer.
4.5 Quality Standards: The Affiliate shall ensure that all promotional channels, websites, social media accounts, and other platforms used to promote Launchpad products meet reasonable professional standards and do not contain content that is unlawful, defamatory, obscene, threatening, abusive, or otherwise objectionable.
5.1 Permitted Promotional Activities: The Affiliate may promote products through the following channels, provided such activities comply with all other terms of this Agreement: (a) personal websites and blogs; (b) social media platforms; (c) email marketing to the Affiliate's own legitimately obtained opt-in subscriber lists; (d) video content platforms; (e) podcast and audio content; and (f) any other promotional channel expressly approved by the Company in writing.
5.2 Restrictions on Promotional Activities: The Affiliate shall not: (a) engage in unsolicited bulk email or spam of any kind; (b) use the Company's or any Developer's trademarks as part of a domain name, social media handle, or paid search keyword without prior written approval; (c) create promotional materials that imply official endorsement by the Company unless such endorsement has been expressly granted in writing; (d) use any form of deceptive or misleading advertising, including false scarcity, fabricated reviews, or misleading earnings claims; (e) promote products on websites or platforms that contain illegal content, promote hate, or are primarily oriented toward adult content, gambling, or pharmaceutical sales; or (f) engage in any form of paid advertising that directly competes with the Company's own marketing efforts without prior written approval.
5.3 Email Marketing Standards: Where the Affiliate promotes products via email, all emails must: (a) comply with applicable anti-spam laws, including CAN-SPAM (USA) and GDPR (EU); (b) contain a functioning unsubscribe mechanism; (c) accurately identify the Affiliate as the sender; and (d) include the required affiliate disclosure per Section 4.3 of this Agreement.
5.4 Pre-Approval: The Company reserves the right, at any time and for any product, to require that the Affiliate submit promotional materials for review and pre-approval before publication. The Company will respond to pre-approval requests within a reasonable time.
6.1 Unique Affiliate Links: Upon acceptance into the Program, the Affiliate will be assigned a unique Affiliate Link (or set of links) through the Launchpad platform. The Affiliate must use only the Affiliate Links provided through the Platform for tracking and attribution purposes.
6.2 Attribution Window: A Referred Transaction will be attributed to the Affiliate when an End Customer accesses the Platform through a valid Affiliate Link and completes a purchase within the attribution window. The default attribution window is thirty (30) days from the date the End Customer first clicks the Affiliate Link, unless a different window is specified by the applicable Developer or by the Company.
6.3 Cookie-Based Tracking: The Platform uses browser cookies and other tracking technologies to attribute Referred Transactions to Affiliates. The Affiliate acknowledges that tracking accuracy may be affected by factors beyond the Company's control, including but not limited to: the End Customer's browser settings, use of ad blockers, cookie deletion, cross-device browsing, or use of private/incognito browsing modes.
6.4 Last-Click Attribution: Unless otherwise specified, the Platform uses a last-click attribution model, meaning that where multiple Affiliates have referred the same End Customer, the commission is attributed to the Affiliate whose Affiliate Link was last clicked by the End Customer within the attribution window.
6.5 No Manipulation of Tracking: The Affiliate shall not tamper with, modify, redirect, cloak, or in any way manipulate Affiliate Links or the Platform's tracking mechanisms. Any attempt to artificially inflate referral statistics, manipulate cookie placement, or otherwise circumvent the Platform's attribution system shall constitute a material breach of this Agreement.
7.1 Commission Rate: For each Qualified Transaction attributed to the Affiliate, the Affiliate shall earn a commission equal to a percentage of the Developer's product price (i.e., the price set by the Developer, excluding the platform service fee and any applicable VAT/tax). The commission percentage is determined by the Developer of the applicable product and is displayed on the Platform at the time the Affiliate generates their Affiliate Link.
7.2 Commission Calculation: The commission is calculated on the Developer's net product price only — that is, the price set by the Developer before the addition of the platform service fee (10% + $1) and before the addition of any VAT or sales tax. The Affiliate does not earn commission on the platform service fee or on tax amounts.
7.3 Refunds and Chargebacks: If a Qualified Transaction is subsequently refunded (in whole or in part) or subject to a chargeback, the corresponding commission shall be reversed. The Company reserves the right to deduct reversed commissions from future commission payments owed to the Affiliate. If the Affiliate's account balance is insufficient to cover the reversal, the Affiliate shall repay the overpaid amount upon request.
7.4 Fraudulent or Invalid Transactions: The Company reserves the right to withhold or reverse commissions on any transaction that the Company reasonably determines to be fraudulent, artificially generated, self-referred, or otherwise in violation of this Agreement. The Company's determination in such matters shall be final.
7.5 No Commission on Self-Purchases: The Affiliate is not entitled to earn commission on purchases made by the Affiliate themselves, by entities controlled by the Affiliate, or by the Affiliate's immediate family members or household members. Any such commission earned shall be reversed.
7.6 Commission Modifications: Developers may modify the commission percentage for their products at any time. Any such modification applies prospectively only and does not affect commissions already earned on Qualified Transactions completed before the modification.
8.1 Payment Method: Payments will be made through the payment methods supported by the Platform. The Affiliate is responsible for providing and maintaining accurate payment information in their account. The Company is not responsible for payments sent to incorrect accounts due to inaccurate information provided by the Affiliate.
8.2 Payment Distribution Agent: Affiliate commission payments are disbursed through LaunchPad Platform LLC (USA), which acts exclusively as a payment distribution agent for Serapis Code S.R.L. This does not create any direct contractual relationship between the Affiliate and LaunchPad Platform LLC.
8.3 Holding Period: The Company reserves the right to hold commission payments for a reasonable period (not to exceed the applicable refund window for the relevant product) to account for potential refunds and chargebacks before disbursement.
8.4 Currency: All commissions are calculated and payable in United States Dollars (USD) unless otherwise specified by the Platform. Any currency conversion costs incurred by the Affiliate's bank or payment provider are the Affiliate's responsibility.
8.5 Payment Disputes: The Affiliate must raise any dispute regarding commission payments within sixty (60) days of the payment date. Disputes raised after this period may not be honored. The Company will review payment disputes in good faith and provide a resolution within thirty (30) days of receiving the dispute.
9.1 Affiliate Tax Responsibility: The Affiliate is solely responsible for reporting and paying all taxes, duties, levies, and other governmental charges applicable to any commission income received under this Agreement. The Company does not withhold taxes from commission payments unless required by applicable law.
9.2 Tax Documentation: The Affiliate shall provide any tax documentation reasonably requested by the Company, including but not limited to: W-9 forms (for U.S. persons), W-8BEN or W-8BEN-E forms (for non-U.S. persons), VAT registration certificates (where applicable), or equivalent documentation required by the Affiliate's jurisdiction. Failure to provide requested documentation may result in payment withholding as required by applicable law.
9.3 Invoicing: Where the Affiliate is a legal entity required to issue invoices for commission income, the Affiliate shall issue invoices exclusively to LaunchPad Platform LLC in accordance with the reporting schedule defined in Section 10 of this Agreement.
10.1 Platform Dashboard: The Company will provide the Affiliate with access to a reporting dashboard on the Platform where the Affiliate can view, in near real-time: the number of clicks generated through Affiliate Links, Referred Transactions, Qualified Transactions, commission amounts earned, and payment history.
10.2 Monthly Commission Reports: The Platform will generate a monthly commission report for each Affiliate, aggregating all Qualified Transactions, commission amounts, refund reversals, and net payable amounts for the preceding calendar month. This report will include: product name, Developer name, transaction date, transaction ID, commission rate, commission amount, and any applicable adjustments.
10.3 Use of Reports for Invoicing: The Affiliate shall use the monthly commission report generated by the Platform as the basis for any invoices issued to LaunchPad Platform LLC.
10.4 Report Retention: Both parties shall retain copies of all commission reports for a minimum of seven (7) years, or such longer period as required by applicable law, for audit and compliance purposes.
10.5 Audit Rights: The Company reserves the right to audit the Affiliate's promotional activities, referral sources, and compliance with this Agreement at any time, upon reasonable notice. The Affiliate shall cooperate fully with any such audit.
In addition to the restrictions set forth elsewhere in this Agreement, the Affiliate shall not engage in, and shall not permit any third party acting on the Affiliate's behalf to engage in, any of the following activities:
11.1 Fraudulent Referrals: Generating clicks, leads, or transactions through automated means, bots, scripts, click farms, or any other artificial method.
11.2 Cookie Stuffing: Placing Affiliate tracking cookies on End Customers' browsers without their knowledge or consent, including through hidden iframes, pop-unders, forced redirects, or any other covert method.
11.3 Trademark Bidding: Bidding on, purchasing, or otherwise using the Company's, any Developer's, or the Platform's trademarks, brand names, product names, or confusingly similar variations as keywords in paid search advertising (including Google Ads, Bing Ads, and similar platforms) without express prior written consent from the Company.
11.4 Misrepresentation: Making false, misleading, exaggerated, or unsubstantiated claims about any product, Developer, or the Company, including fabricated earnings claims, fake testimonials, or misleading before-and-after comparisons.
11.5 Incentivized Actions: Offering monetary incentives, cashback, coupons, loyalty points, or other material inducements to End Customers to purchase products through the Affiliate's Affiliate Link, unless expressly approved by the Company and the applicable Developer in writing.
11.6 Interception of Organic Traffic: Using browser extensions, toolbars, adware, or any technology that overrides, intercepts, or redirects existing Affiliate Links or organic traffic to the Platform with the Affiliate's own tracking codes.
11.7 Impersonation: Creating websites, landing pages, social media accounts, or other assets that impersonate or could reasonably be confused with the Company's official Platform, any Developer's official presence, or any other Affiliate's promotional channels.
11.8 Spam and Unsolicited Communications: Sending unsolicited bulk email, SMS, social media direct messages, or other forms of electronic communication to individuals who have not provided their prior opt-in consent to receive such communications from the Affiliate.
11.9 Misrepresenting the Transaction Relationship: The Affiliate shall never represent, imply, or suggest — whether in promotional materials, communications with End Customers, or otherwise — that the Affiliate processes payments, issues receipts, or has any role in the sale of any product listed on the Platform. The Affiliate's role is strictly limited to promotion and referral. All transactions are processed exclusively by Serapis Code S.R.L. as Merchant of Record.
12.1 Limited License: Subject to the terms of this Agreement, the Company grants the Affiliate a non-exclusive, non-transferable, revocable, royalty-free license to use the Company's name, trademarks, logos, and approved marketing materials solely for the purpose of promoting products through the Program and in accordance with any brand guidelines provided by the Company.
12.2 Developer Materials: Use of any Developer's trademarks, logos, product names, screenshots, or other intellectual property in promotional materials is subject to the applicable Developer's approval and any guidelines they may publish. The Company does not grant any rights to Developer intellectual property under this Agreement.
12.3 Restrictions: The Affiliate shall not: (a) modify, distort, or alter the Company's or any Developer's trademarks or logos; (b) use any trademarks in a manner that disparages the Company, any Developer, or the Platform; (c) register or attempt to register any domain name, social media handle, or trademark that contains or is confusingly similar to the Company's or any Developer's marks; or (d) use the Company's intellectual property for any purpose other than promoting products through the Program.
12.4 Ownership of Promotional Content: The Affiliate retains ownership of original promotional content they create (such as blog posts, videos, and social media content). However, the Affiliate grants the Company a non-exclusive, royalty-free, worldwide license to reference, link to, or reproduce such content in connection with the promotion of the Platform and the Program.
12.5 Revocation: The license granted in Section 12.1 terminates automatically upon termination of this Agreement for any reason. Upon termination, the Affiliate must cease all use of the Company's and any Developer's intellectual property within fourteen (14) days.
13.1 Confidential Information: During the term of this Agreement, each party may receive or have access to confidential information of the other party, including but not limited to: commission rates, payment amounts, business strategies, marketing plans, proprietary technology, customer data, and non-public financial information ("Confidential Information").
13.2 Obligations: Each party agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without the prior written consent of the disclosing party; and (c) use Confidential Information solely for the purpose of performing obligations or exercising rights under this Agreement.
13.3 Exclusions: Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully in the receiving party's possession prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the Confidential Information; or (d) is required to be disclosed by applicable law, regulation, or court order, provided that the receiving party provides prompt notice to the disclosing party before such disclosure.
13.4 Survival: The confidentiality obligations set forth in this Section shall survive the termination of this Agreement for a period of three (3) years.
14.1 Relationship: The Affiliate is an independent contractor and not an employee, agent, partner, joint venturer, franchisee, or legal representative of the Company, of any Developer, or of LaunchPad Platform LLC. Nothing in this Agreement shall be construed to create an employment, agency, partnership, or joint venture relationship between the parties.
14.2 No Authority: The Affiliate has no authority to bind the Company, any Developer, or LaunchPad Platform LLC to any obligation, contract, or commitment of any kind. The Affiliate shall not hold themselves out as having any such authority.
14.3 No Benefits: The Affiliate is not entitled to any employee benefits from the Company, including but not limited to: health insurance, retirement benefits, workers' compensation, unemployment insurance, paid leave, or any other benefit typically provided to employees.
14.4 Business Expenses: The Affiliate is solely responsible for all costs and expenses incurred in connection with their promotional activities under this Agreement, including but not limited to: equipment, software, advertising costs, website hosting, and travel expenses.
14.5 Invisibility to Customers: In accordance with Section 20.5 of the Launchpad Terms of Service, affiliate and marketing partner arrangements are not visible to or binding upon End Customers and do not alter the End Customer's contractual relationship with Serapis Code S.R.L.
15.1 Term: This Agreement is effective upon the Affiliate's acceptance into the Program and shall remain in force until terminated by either party in accordance with this Section.
15.2 Termination Without Cause: Either party may terminate this Agreement at any time, for any reason or no reason, by providing the other party with fourteen (14) days' written notice. Notice may be provided by email to the contact information on file.
15.3 Termination for Cause: The Company may terminate this Agreement immediately and without notice if: (a) the Affiliate breaches any material provision of this Agreement; (b) the Affiliate engages in any Prohibited Activity described in Section 11; (c) the Affiliate engages in conduct that, in the Company's reasonable judgment, harms or may harm the reputation of the Company, the Platform, or any Developer; (d) the Affiliate's account is subject to suspected fraud; or (e) the Company is required to do so by applicable law or regulation.
15.4 Suspension: The Company may, as an alternative to termination, suspend the Affiliate's participation in the Program pending investigation of any suspected breach or Prohibited Activity. During any suspension, commission accrual and payments shall be paused.
16.1 Cessation of Activities: Upon termination of this Agreement, the Affiliate shall immediately: (a) cease all promotional activities related to the Program; (b) remove or disable all Affiliate Links; (c) cease all use of the Company's and any Developer's intellectual property within fourteen (14) days; and (d) destroy or return any Confidential Information in the Affiliate's possession.
16.2 Outstanding Commissions: Where the Agreement is terminated without cause (under Section 15.2), the Company shall pay any earned and unpaid commissions for Qualified Transactions completed prior to the termination date, subject to the holding period in Section 8.3 and any applicable deductions for refunds or chargebacks.
16.3 Forfeiture: Where the Agreement is terminated for cause (under Section 15.3), the Company reserves the right to withhold all unpaid commissions if the cause for termination involved fraud, manipulation of tracking, or other dishonest conduct. In cases of termination for cause not involving dishonest conduct, outstanding commissions shall be paid as per Section 16.2.
16.4 Surviving Provisions: Sections 7.3 (Refunds and Chargebacks), 9 (Taxes & Invoicing), 12.5 (IP Revocation), 13 (Confidentiality), 14 (Independent Contractor), 17 (Disclaimer), 18 (Limitation of Liability), 19 (Indemnification), 21 (Governing Law), and 22 (Dispute Resolution) shall survive termination of this Agreement.
THE PROGRAM, THE PLATFORM, AND ALL PRODUCTS LISTED ON THE PLATFORM ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SERAPIS CODE S.R.L. DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE PROGRAM OR THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS. THE COMPANY MAKES NO GUARANTEES REGARDING THE VOLUME OF TRAFFIC, NUMBER OF SALES, OR AMOUNT OF COMMISSION INCOME THE AFFILIATE MAY GENERATE THROUGH THE PROGRAM.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SERAPIS CODE S.R.L., ITS DIRECTORS, EMPLOYEES, AGENTS, OR LAUNCHPAD PLATFORM LLC BE LIABLE TO THE AFFILIATE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE'S PARTICIPATION IN THE PROGRAM, INCLUDING BUT NOT LIMITED TO: LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF DATA, OR LOSS OF GOODWILL. IN ALL CASES, THE COMPANY'S AGGREGATE LIABILITY TO THE AFFILIATE SHALL NOT EXCEED THE TOTAL COMMISSIONS ACTUALLY PAID TO THE AFFILIATE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
19.1 Affiliate Indemnity: The Affiliate agrees to defend, indemnify, and hold harmless Serapis Code S.R.L. and its officers, directors, employees, agents, and LaunchPad Platform LLC from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or in connection with: (a) the Affiliate's breach of this Agreement; (b) the Affiliate's promotional activities, including any claims of false advertising, defamation, or intellectual property infringement; (c) any violation of applicable law by the Affiliate; (d) any tax liability arising from the Affiliate's failure to report or pay taxes on commission income; or (e) any claim by a third party arising from the Affiliate's actions or omissions under this Agreement.
19.2 Company Indemnity: The Company agrees to defend, indemnify, and hold harmless the Affiliate from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) the Company's breach of this Agreement; or (b) any claim that the Company's trademarks or approved marketing materials, when used by the Affiliate in accordance with this Agreement, infringe a third party's intellectual property rights.
20.1 Right to Modify: The Company reserves the right to modify this Agreement at any time by posting the revised version on the Platform and notifying the Affiliate by email. The revised Agreement becomes effective thirty (30) days after the date of notification.
20.2 Continued Participation: The Affiliate's continued participation in the Program after the effective date of a modification constitutes acceptance of the modified Agreement. If the Affiliate does not agree with any modification, the Affiliate must terminate this Agreement before the modification takes effect by providing written notice to the Company.
20.3 Program Changes: The Company reserves the right to modify the Program's operational features, including but not limited to: commission structures, attribution windows, payment schedules, minimum payout thresholds, and reporting features. Material changes will be communicated to the Affiliate with reasonable advance notice.
This Agreement is governed by and construed in accordance with the laws of Romania, without regard to its conflict of law principles. You irrevocably consent to the exclusive jurisdiction of the courts of Bucharest, Romania for the resolution of any dispute arising in connection with this Agreement.
22.1 Informal Resolution: In the event of a dispute relating to this Agreement, the parties agree to first attempt to resolve the matter informally by contacting the other party in writing. The parties shall negotiate in good faith for a period of thirty (30) days from the date of the written notice of dispute.
22.2 Formal Proceedings: If the dispute cannot be resolved informally within the thirty (30) day negotiation period, either party may submit the dispute to the exclusive jurisdiction of the courts of Bucharest, Romania.
23.1 Entire Agreement: This Agreement, together with the Launchpad Terms of Service and any documents expressly incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties relating to the Program.
23.2 Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable. If modification is not possible, the provision shall be severed, and the remaining provisions shall continue in full force and effect.
23.3 Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement must be in writing and signed by the waiving party.
23.4 Assignment: The Affiliate may not assign, transfer, or sublicense this Agreement or any rights or obligations hereunder without the prior written consent of the Company. The Company may assign this Agreement without restriction. Any attempted assignment in violation of this Section shall be null and void.
23.5 Force Majeure: Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God, natural disasters, pandemic, war, terrorism, civil unrest, government actions, internet or telecommunications failures, or power outages.
23.6 Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed given when sent by email to the contact information on file for each party. It is the Affiliate's responsibility to maintain current contact information on the Platform.
23.7 Electronic Acceptance: In accordance with Section 26 of the Launchpad Terms of Service, this Agreement is deemed accepted and considered signed at the moment the Affiliate applies for registration to the Launchpad platform and is approved by the Company. The act of applying for and receiving approval into the Program constitutes a legally binding electronic acceptance of this Agreement, satisfying any legal requirement that this Agreement be in writing, to the fullest extent permitted by applicable law.
23.8 Headings: The section headings in this Agreement are for convenience only and shall not affect the interpretation of any provision.
23.9 No Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto any rights, benefits, or remedies of any nature whatsoever. For the avoidance of doubt, Developers and End Customers are not third-party beneficiaries of this Agreement.
For questions about the Program, commission payments, or any matter relating to this Agreement, please contact us at:
SERAPIS CODE S.R.L.
Soseaua Mihai Bravu 29-35, Bl. P3, Sc. 1, Ap. 25
021327, Bucharest, Romania
Phone: +40 758 107 755
Email: affiliates@launchpadjv.com