This Affiliate Agreement (the “Agreement”) is entered into by and between Preptical (referred to as “Company”) and you, the party submitting an application to become a Preptical’s affiliate (referred to as “Affiliate”), hereinafter also referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, this Agreement is to set forth in a formal agreement the prior verbal understandings between the parties in place.

Accordingly, the Company and Affiliate agree as follows:

1. The term of this Agreement (“Term”) shall begin upon approval of the Affiliate in the Affiliate Program and shall continue until terminated by either Party in accordance with this Agreement. Company and Affiliate acknowledge that this Agreement is not a franchise as that term is defined under any and all applicable local and/or international laws.
2. The following capitalized terms, when used in this Agreement, shall have the respective meanings ascribed to them below, although the Parties recognize that the names of products, programs, and services may change from time to time:
   • “Affiliate Program” means the program managed by the Company by which Affiliate places links on their Websites that connect to the Company’s website or distribute unique discounted coupon codes for which a referral fee is earned.
   • “Qualifying Purchase,” “purchase,” “sale,” or “Affiliate sale” used in this Agreement means a Preptical Mock test package purchased by users during a visit to the Company’s website through a link from Affiliate websites or using a coupon code under this Affiliate Program.
   • “Gross Revenue” shall mean all revenue received from selling one or more of the Company’s Services by Affiliate.
   • “Net Revenue” shall mean Gross Revenue, less any and all refunds.
   • “Referral Fee” or “Commission” used in this Agreement means sums of money duly earned by, payable to, or previously paid to the Affiliate in regard to the aggregate Net Revenue received from Qualifying Purchases made at Preptical under the terms of this Agreement and the Affiliate Program, and acknowledged as such by Company.
3. Under the terms hereof, the affiliate shall have the non-exclusive, limited right to use the Company’s Services and marketing materials during the Term of this Agreement only for the sole purpose of marketing Company Services. All images, technology, and content provided for Affiliate’s use is and shall remain the sole property of the Company, and no part thereof shall be deemed assigned or licensed to Affiliate except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights and applications, trade names, and service marks related to the marketing materials and the Company’s Services, shall remain the Company’s sole property, including rights in and to any derivatives thereof.
4. Duties of Affiliate
   • Affiliate agrees to use its best efforts to market and promote the Services in a manner consistent with the terms of this Agreement.
   • Affiliate shall protect copyrights, tradenames, trademarks, service marks, trade secrets, and other confidential proprietary rights and information of Company and its affiliates.
   • Affiliate shall be responsible and shall bear all costs for complying with local, state, provincial, federal, national, and international statutes, rules, regulations, and ordinances of any kind which relate to or affect Affiliate’s duties under this Agreement.
   • Company shall not specify the business practices of Affiliate, nor regulate the manner in which Affiliate shall operate its business, provided that Affiliate (a) conducts business in a manner that reflects favorably at all times on the Services sold and the good name, goodwill and reputation of Company and its affiliates; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to Company and/or its Affiliates, the Services or the public, (c) make no false or misleading representation with respect to Company or the Services; and (d) make no representations with respect to Company or the Services that are inconsistent with this Agreement
   • Affiliate shall be deemed an independent contractor in its relationship with the Company. Affiliate shall not hold itself out as a partner, an employee, or agent of Company other than for the limited purposes of marketing the Services.
   • Affiliate will give Company the right to terminate Affiliate’s affiliate account if there is inactivity during any 12-month period, which includes but is not limited to (i) no impressions, clicks, leads, or sales generated, (ii) not responding to emails from the Affiliate Marketing Manager, or (iii) having an incomplete account profile. If an account is terminated, any unpaid commissions will be paid out, regardless of whether the threshold is met or not.
   • Affiliate will give Company the right to use Affiliate’s name, picture, and contact information on Company’s websites and marketing materials as an affiliate partner of the Company indefinitely.
5. Duties of Company
   • So long as Affiliate is not in default hereunder, Company agrees to provide Services to Affiliate in accordance with the terms and conditions of this Agreement.
   • Company shall provide Affiliate with unique discount coupon codes.
   • The company will make available reasonable marketing information, demonstrations, and other marketing aids from the Company relating to the Services to Affiliate.
   • The Company shall not require that the Affiliate be limited to the type, quantity, or quality of any Service that the Affiliate promotes or advertises.
   • The company reserves the right to occasionally change its process and/or prices at its sole and absolute discretion. In case of a price change for Services, the Company shall notify the Affiliate in writing.
   • The company will be solely responsible for fulfilling all orders for its Services and payment processing, and customers who buy products through the Affiliate Program will be deemed customers of the Company.
6. Payments
   • Affiliates receive a base commission of 20% on Net Revenue from Qualifying Purchases made on Preptical’s website.
   • Affiliates can earn up to 45% commission based on additional bonuses:
     • Exclusivity bonus: +10% if the Affiliate agrees to promote only Preptical and no other competing products or services. This requires a written agreement and may be reviewed periodically.
     • Audience size bonus: +0–15% based on the size and engagement of the Affiliate’s audience. This includes factors like monthly website traffic, social media reach, email subscriber count, or other marketing channels. The exact bonus percentage is determined by the Company after reviewing audience data.
   • The actual commission rates based on the factors above should be agreed upon in writing between the Affiliate and the Company.
   • The Company has a 24-hour refund policy. Sales refunded within this period are not eligible for commissions.
   • Commissions are paid in Euros by the end of the following month to the Affiliate’s nominated bank account. Payments are only sent to countries supported by Wise.
   • Affiliates are responsible for paying any taxes related to the commissions they earn.
   • There is a minimum payout threshold of 20 Euros. Payments are only made once commissions reach this amount.
   • Affiliates will not earn commissions from their own purchases made using their coupon codes, unless there is a prior agreement with the Company.
7. Either party may terminate this Agreement at any time, with or without cause, by providing written notice.
   • Upon termination, the Affiliate Partner will immediately cease using the Company’s marketing materials and remove all affiliate links. Any outstanding commissions will be paid in accordance with the Program’s terms.
8. Miscellaneous
   • This Agreement shall be governed by and construed in accordance with the laws of Austria.
   • The parties agreed to resolve all disputed issues through negotiations, and the issues not resolved in this way will be settled in accordance with the current legislation of Austria.
   • Notices under this Agreement shall be sufficient in writing and delivered to the addressee by email.
   • The Company shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement or the Program.
   • The parties shall be released from liability for failure to fulfill their obligations if such failure is caused by circumstances of insurmountable force and their consequences, including floods, earthquakes, and other natural disasters, as well as strikes, wars and hostilities, acts of state and governmental bodies, arising after the signing of the Agreement. Upon expiration of such circumstances, the Parties’ fulfillment of their obligations under the Agreement shall resume.
   • The Parties shall not have the right to transfer the obligations under this Agreement to third parties without the consent of the other Party, except as provided by law.
   • Each of the Parties states that the representative of the Party under this Agreement has all the powers provided by the current legislation and the constituent documents of the Party to exercise representation on behalf of the Party without restriction and has the right to sign this Agreement.
   • Each Party shall indemnify, defend, and hold harmless the other Party, their affiliates, and licensees against any and all third-party claims, demands, suits, damages, losses, or expenses, including attorney fees, suffered as a result of any breach of the covenants set forth above.
9. Confidentiality
   Both parties, except as otherwise provided in this Agreement or with the consent of one of the parties, agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning a Party or any of its affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by a Party for any purpose other than the participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than the other Party. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance, or operate a service that competes with the Affiliate Program or assist another party in doing the same.
10. Acceptance
    By participating in the Preptical Affiliate Program, the Affiliate Partner acknowledges that they have read, understood, and agreed to the terms and conditions of this Agreement.