§ 1
These Affiliate Program Terms and Conditions set out the conditions for participation in the Affiliate Program, which consists of Users recommending the Service provided by the Service Provider in exchange for a Commission. These Affiliate Program Terms and Conditions do not exclude the application of any provisions of other terms and conditions applicable at the Service Provider, including in particular the Terms of Service and other specific terms and conditions or agreements concluded by the User with the Service Provider. The Terms Service available on the Website form an integral part of these Affiliate Program Terms and Conditions. In matters not covered by these Terms and Conditions, the general rules for the use of services contained in the Terms and Conditions of Service or in agreements shall apply.
§ 2
Whenever the following capitalized phrases are used in these Terms, they shall be understood as follows, unless the wording or context of their use clearly indicates otherwise:
- Terms - these Affiliate Program Terms and Conditions;
- Program - Affiliate Program, consisting in Users recommending the Service provided by the Service Provider using an Affiliate Link in exchange for a Commission;
- User - a natural person, legal person, or organizational unit without legal personality that manages a User Account;
- Service Provider - LENSO AI SPÓŁKA AKCYJNA (Joint stock company) with its registered office in Wrocław, Poland (Grabiszyńska st. 186/2B/4, 53-235 Wrocław, entered in the register of entrepreneurs of the National Court Register kept by the District Court for Wrocław - Fabryczna in Wrocław, VI Department under the KRS no.: 0001106624, NIP: 8943236648, REGON: 528700875, with its share capital: 1 040 000,00 PLN fully paid;
- Service - the granting of a non-exclusive license covering the following fields of exploitation: using the image search engine available at https://lenso.ai which, for each file in graphical format or a text extract, returns results in the form of similar or related images;
- Commission - payments awarded to the User for each New Customer transaction made using their Affiliate Link;
- New Customer - an entity which the User recommended using the Service and which purchased a subscription plan using the Affiliate Link;
- Affiliate Link - a unique link assigned individually to a given User account, which the User uses to recommend the use of the Service; the link contains an encrypted unique ID, allowing for the counting of redirects to the Website and the counting of completed payments generated after the redirect;
- User Account - system functionality made available to the User by the Service Provider, used, among other things, to manage access to the Service, described in detail in § 7 of the Terms of Service
- Promotional Materials – materials in text and graphic form, as well as information about the Service and its functionality, made available by the Service Provider, which may be provided to New Customers by the User for the purpose of encouraging New Customers to use the Service.
§ 3
- The Program is targeted at Users and is designed to encourage Internet users to become New Customers. The Program allows Users to earn Commissions in the form of cash on the terms set out in these Terms. The Program is based on directing Internet users (audience) of websites managed by the User to the Service Provider's Website using an Affiliate Link dedicated to the User.
- Due to anti-money laundering and counter-terrorist financing regulations that the Service Provider is required to comply with, the Program is not available to Users based in the following countries: Afghanistan, Belarus, Bosnia and Herzegovina, Burundi, China, Montenegro, Democratic Republic of the Congo, Eritrea, Ethiopia, Guinea-Bissau, Guinea, Haiti, Hong Kong, Iraq, Iran, Yemen, North Korea, Cuba, Lebanon, Libya, Mali, Myanmar (Burma), Nicaragua, Central African Republic, Russia, Serbia, Somalia, South Sudan, Sudan, Syria, Tunisia, Turkey, Ukraine (except for selected territories of Ukraine), Venezuela, Selected territories of Ukraine (Donetsk, Luhansk, Zaporizhzhia, and Kherson regions, and the territory of Crimea) , Ivory Coast, Zimbabwe, United Arab Emirates, and persons subject to sanctions that prevent the Service Provider or User from fulfilling their obligations under the Terms.
- The condition for participation in the Program is having a User Account and accepting the Terms. Acceptance of Terms is tantamount to acceptance of the conditions under which the Program is conducted, which means that the User undertakes to comply with the obligations arising from these Affiliate Program Terms and Conditions.
- The User is obliged to participate in the Program in a manner consistent with the law and good practices, respecting the rights, personal rights, personal data, copyrights, and intellectual property of the Service Provider, other Users, and third parties, and to use the Service in a manner that does not violate the law, including the rights of other Users. The User undertakes not to engage in illegal, offensive, or potentially disruptive or harmful activities in relation to the Service, the Service Provider, the Website, and other Users.
- The most active Users of the Program may apply for individual terms of cooperation. Individual terms of cooperation may be agreed with the Service Provider via email sent to the email address or using the contact forms available on the Website.
§ 4
- Joining the Affiliate Program is possible at any time during its duration. Participation is voluntary and free of charge.
- Joining the Program is possible by filling out the form in the User Account under the “AFFILIATE” tab. The Service Provider reserves the right to verify the completed form and, based on that, decide if User is eligible for the Program. After correctly completing the registration form and positive verification by the Service Provider, information about the commencement of cooperation within the Program and the assignment of an individual affiliate link will be sent to the User's e-mail address. In the event of negative verification of the form referred to above, the User will receive appropriate information to the e-mail address provided. Negative verification does not entitle the User to make any claims against the Service Provider.
- The User has the right to terminate their participation in the Program at any time. To do so, the User should send a statement of their intention to terminate their cooperation with the Service Provider under the Program from the email address assigned to the User Account to the Service Provider's email address or using the contact forms available on the Website. Termination of participation in the Program does not limit the right to payment of Commission accrued prior to termination of participation in the Program.
- Throughout the term of the Agreement, the User is obliged to ensure that their data (in particular their email address and bank account details) is up to date and accurate. If the User fails to comply with this obligation, the Service Provider shall not be liable for any actions performed using data that has not been updated by the User.
- The Service Provider shall not be liable for failure to charge Commission on completed sales in cases where the New Customer's end device uses technical methods that prevent the charging of Commission or for other technical reasons that are not attributable to the Service Provider.
§ 5
- The User may share/make available the Affiliate Link in any manner, in particular by publishing it on a website, sending it by email, SMS, instant messenger, etc.
- The User is entitled, but not obliged, to encourage potential New Customers to use the Service, in particular by providing them with an Affiliate Link. In addition, the User is entitled, but not obliged, to promote the Service in any manner they choose, including using the Promotional Materials provided. The User independently decides when and how to provide the Affiliate Link and which Promotional Materials to use. The Affiliate Link is valid for an unlimited period of time.
- It is prohibited to purchase a subscription plan for the Service in order to obtain a Commission from the User's own purchase.
- The User may be subject to verification by the Service Provider at the beginning of cooperation within the Program and during its term. The verification process may include, among other things:
a. verifying the compliance of websites on which the Affiliate Link is published with the requirements of the Terms;
b. checking the materials used for promotion and the compliance of the User's activities with the Terms and the Terms of Service.
- The Service Provider has the following requirements regarding the website on which the Affiliate Link may be published:
a. The User must have legal title to manage and dispose of the website on which the Affiliate Link is placed for the entire period during which the Affiliate Link is published on it;
b. The website must contain a specific subject matter that does not violate the provisions of these Terms, legal regulations, or moral and ethical standards.
- The User is not allowed to promote the Website and Service using prohibited methods of promotion, which include:
a. use of materials or information that mislead as to the functionality, conditions, and costs of using the Service;
b. sending unsolicited commercial information (spam) aimed at acquiring New Customers;
c. engaging in acts of unfair competition or unfair market practices;
d. placing an Affiliate Link on websites:
i. containing pornographic content;
ii. promoting gambling and online casinos;
iii. containing content related to drugs, illegal substances, or addiction to them;
iv. related to fraud and misleading offers;
v. containing content related to crimes and/or illegal activities, including information that violates applicable law or encourages its violation;
vi. promoting hate speech, violence, and/or discrimination;
vii. containing false or misleading information or motivators;
viii. containing or related to viruses, malware, phishing tools, or other malicious code;
ix. with information promoting counterfeit goods, forged goods, or illegal business activities;
x. with materials that infringe the rights of third parties;
xi. with materials that may be harmful, abusive, offensive, defamatory, or discriminatory in nature.
- The User may use the Promotional Materials made available under the Program. The use of Promotional Materials is only possible during the duration of the Program. The User is not entitled to modify the Promotional Materials without the Service Provider's consent. In particular, it is prohibited to modify the graphic symbols belonging to the Service Provider.
§ 6
- The Commission Amount is equal to 30% of the current net purchase price of the Service subscription plan selected by the New Customer, made by using the Affiliate Link assigned to the User, minus the payment intermediary's commission (commission amount: 5% + 50c).
- No Commission is payable for purchases of Developer subscription plans or for transactions where the funds paid for the purchase of the subscription plan have been refunded.
- The amount of Commission collected by the User is visible in the User's panel in the “AFFILIATE” tab. The amount of Commission collected is reset to zero after the Service Provider makes a payout.
- The User is entitled to receive Commission payments only in the currency of USD.
- The minimum amount for commission payment is 50 USD. If, during the term of the Program, the User does not accumulate the minimum amount required for the payment of the Commission referred to above in their account, the Service Provider shall not be obliged to pay the accumulated amount of the Commission, and the User waives all claims in this regard.
- The condition for the payment of the Commission to the User is the submission of a request for the payment of the Commission via electronic forms of contact, in particular via the contact forms available on the Website and by email.
- The Commission may be reduced by an additional fee payable to the User's bank or payment intermediary.
- In the event that, as a result of a technical error on the part of the User, an incorrect amount of Commission is charged, the Service Provider reserves the right to make an appropriate adjustment to the User's balance, of which it will immediately notify the User by email.
- The granting of the Commission may be verified in terms of the User's compliance with the Terms. In the event of a negative verification (a breach of the Terms or/and Terms of Service is found), the Service Provider may:
a. refuse to grant Commission in relation to New Customers acquired in violation of the Terms (the User will be notified of the refusal by e-mail, together with the reasons for the refusal);
b. suspend the User Account or terminate the Affiliate Program agreement.
- Positive verification of the Commission submitted for payment means that the User is granted the remuneration due in the form of the Commission.
- The Commission will be paid after submitting a payment request, in accordance with section 6 of this paragraph, and after providing an invoice. The Commission is paid exclusively by bank transfer to the User's bank account.
- The payment of Commission is conditional upon the User providing complete billing information and meeting the requirements set out in section 13 below. In the event of any deficiencies in this regard, payment will not be possible until the information is supplemented. Payment details must be true and complete.
- The Commission shall be paid on the basis of a correctly issued invoice by the User. The invoice shall be issued on the basis of the billing data contained in the “AFFILIATE” tab in the User's account. In addition, the invoice should contain the full details of the Service Provider, including the tax identification number (NIP) and the address of the registered office (LENSO AI S.A. ul. Grabiszyńska 186/2B/4, 53-235 Wrocław, NIP: 8943236648, REGON: 528700875). If the uploaded invoice does not comply with the requirements of the Terms, it will be rejected along with information about the irregularities.
- The Commission may be paid no more than once a month, provided that a correctly and validly issued invoice is delivered (in accordance with paragraph 13 above). Commission shall be payable no earlier than sixty (60) days following the date of the purchase for which the commission is earned. No commission will be due or payable prior to the expiration of this period, regardless of the date on which the purchase was made.
- If the User is a business entity registered in the EU, the invoices referred to in this section should be issued in accordance with EU VAT regulations.
- The Service Provider shall pay the Commission within 14 days of receiving a correctly completed invoice.
- The Commission will not be paid in the event of false transactions, transactions concluded as a result of promoting the Service, the Website, or the Service Provider in a manner inconsistent with the Terms, misleading the Service Provider, concealment by the User of information that could have affected the amount of the Commission, or as a result of committing a prohibited act or taking actions of a fraudulent nature, regardless of the consequences resulting from the Terms, such Commission shall not be paid, and if it has already been paid, the Service Provider shall be entitled to claim its return. In such a case, the User is obliged to return the received and disputed Commission within 3 working days of the request. If the Commission is not returned within the above-mentioned period, the Service Provider is entitled to interest at the statutory interest for each day of delay in payment.
- Users are required to settle their tax obligations related to income generated from participation in the Program on their own and at their own expense. The Service Provider shall not be liable for any failure or improper performance by Users of their obligations under tax law applicable both in their country of residence and in the country of residence of the Service Provider.
§ 7
- The User is solely responsible for:
a. the accuracy of the billing and contact details provided;
b. correct setup of the User Account;
c. use and sharing of the Affiliate Link;
d. sharing the User Account with other persons, as well as for the use of the User's login and password by third parties. All actions performed via the User Account by third parties using the User's login and password will be attributed to the User.
- The Service Provider shall not be liable in any way:
a. for damages caused by the User's actions or omissions based on data or information resulting directly or indirectly from the Service, both in relation to losses incurred and benefits lost by the User or a third party;
b. for any irregularities related to the settlement of Commissions under the Program resulting from reasons attributable to the User.
- If the Service Provider discovers that the User is promoting the Service using prohibited promotional methods, making false transactions, or manipulating the Commission calculation mechanism, the Service Provider shall be entitled to suspend the User's Account, block the possibility of withdrawing the Commission, and not calculate the Commission for purchased subscription plans.
- The Service Provider has the right to suspend the User's Account in the event of a violation of the provisions of the Terms and Conditions or in a situation where it is necessary to clarify doubts regarding the User's actions (in particular in the event of suspected manipulation of the Commission calculation mechanism or false transactions). Suspension of the User Account means a temporary restriction of functionality until the doubts are resolved. The suspension includes:
a. blocking the possibility of ordering the payment of Commission under the Program;
b. blocking the calculation of new Commissions.
- The Service Provider has the right to terminate the Agreement with the User with immediate effect if:
a. The Service is used by the User for illegal purposes or in a manner that violates the law;
b. The User acts to the detriment of the Service Provider or has failed to perform an action which they were obliged to perform under the Terms;
c. The User provided the Service Provider with false information;
d. The User violates the requirements regarding pages on which Affiliate Links can be published;
e. The User misleads others about the functionality, terms and conditions, and costs of using the Service;
f. The User otherwise violates the provisions of the Terms.
- In the event of termination of the participation in the Program, the Service Provider shall verify and, if found to be in compliance with the Terms, shall grant the User the Commissions due to him during the term of the Program.
- In the event of termination of the participation of the Program, the User shall lose the right to claim Commission from the Service Provider for subscription periods assigned to New Customers during the period when the Agreement between the Service Provider and the User is no longer in force.
- The Service Provider shall not be liable for the User's inability to use the Services provided as a result of the User's failure to meet the technical requirements necessary to comply with the provisions of the Terms or to use the Website and the Service.
§ 8
- The Service Provider acts as the administrator of personal data in relation to personal data provided by the User during the registration process and billing and contact details provided.
- The Service Provider declares that it uses technical and organizational measures to ensure the protection of personal data adequate to the risks and categories of protected data, in particular protecting data against unauthorized disclosure, deletion by an unauthorized person, processing in violation of applicable law, alteration, loss, damage, or destruction.
- The personal data provided by the User is collected and processed by the Service Provider in accordance with applicable law, in particular the provisions of the GDPR (Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (Text with EEA relevance).
- The User's personal data is collected by the Service Provider during registration and later, during the performance of the Agreement concluded with the Service Provider.
- The Service Provider will process the User's personal data only:
a. for the purpose of establishing, shaping the content, changing or terminating the legal relationship between the Service Provider and the User;
b. for the purpose of implementing the Program (including obligations arising from the Terms;
c. for other legally justified purposes, including for the purposes of conducting court or administrative proceedings, for archival purposes, and for the purposes of ensuring accountability for the performance of obligations arising from legal provisions.
- The Service Provider guarantees the User the exercise of their rights under the GDPR, including the right to access their personal data, rectify it, restrict its processing, erase it, transfer it, as well as the right to object to the processing of data and the right to lodge a complaint with the supervisory authority – the President of the Personal Data Protection Office.
- Detailed rules regarding the processing of personal data and information about the Service Provider as the Personal Data Controller are set out in the Privacy Policy available on the Website.
- The Service Provider uses cookies on the Website. Detailed terms and conditions regarding the use of data collected automatically by the Website are described in the Privacy Policy (available on the Website).
- User Data will be processed by the Service Provider for the duration of the User's use of the Service and for the duration of the User Account, and after the expiry of these periods, for the period provided for in applicable law for the purpose of performing contractual obligations and considering claims related to the use of the Service.
§ 9
The Service Provider undertakes to:
a. maintain technical infrastructure enabling the correct recording of sales made by Users using the Affiliate Link,
b. maintain the technical infrastructure enabling the proper functioning of the User Account (including the “AFFILIATE” tab),
c. perform all activities related to the ongoing service of the User in the scope of the Program's operation, including accepting and reviewing complaints, providing information, and providing technical support;
d. pay the Commission in accordance with the rules set out in the Terms.
§ 10
- These Terms are subject to change. Any changes to the Terms will not affect the Commission already acquired by the User under the previous version of the Terms.
- For the purposes of this paragraph, the term “Party” is defined as follows. A Party is a User or Service Provider who has claims arising from these Terms and Conditions.
- Any dispute arising out of or in connection with the Program, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Wrocław Arbitration Center (“WCA”), operating at the Bar Association in Wrocław (ul. Sądowa 4, 50-046 Wrocław) for the time being in force, which rules are deemed to be incorporated by reference in this clause.
- The seat of the arbitration shall be Poland.
- The Tribunal shall consist of 1 arbitrator.
- The language of the arbitration shall be Polish.
- Any Party that intends to file a claim shall first notify the opposing Party in writing of such intention and describe in such notice, with reasonable particularity, the nature and basis of such claim and the total amount of the claim. Within thirty (30) days of receipt of such notice, the Party receiving the notice of claim shall provide a written response that sets forth its position on the claim in reasonable detail. If the Parties are unable to resolve the dispute arising from the claim through good faith negotiations within thirty (30) days of the written response, either Party may initiate binding arbitration in accordance with the Terms set forth below.
- By agreeing to this arbitration agreement, each User waives the right to take any legal action in a court of law.
- If any provision of these Terms is invalid in whole or in part due to its incompatibility with generally applicable laws, the remaining provisions of the Terms shall remain in force and shall be interpreted in accordance with applicable laws in order to preserve the meaning of the invalid provision as faithfully as possible.
- In matters not covered by these Terms, the provisions of Polish law, including the Civil Code, shall apply.
- The Terms have been drawn up in two language versions. In the event of any discrepancies between the language versions, the provisions of the Terms drawn up in Polish shall be binding.