Affiliate Contract

This Affiliate Contract (the “Contract”) is made by and between UAB Cherry Servers (“Cherry Servers” or “We”) and Affiliate (also referred to as “You”), and is effective as of the date when you confirm this Contract trough the following link of your Client Portal: https://portal.cherryservers.com/#/affiliate

You shall refer cloud infrastructure users to Cherry Servers by using your unique referral link. We commit to provide cloud infrastructure services to Your referred users with regard to Cherry Servers Terms of Service.

Cherry Servers Affiliate Program Agreement

PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This is an agreement between you (the “Affiliate”) and Cherry Servers, UAB or an applicable Cherry Servers Affiliate (“Cherry Servers”). It describes how we will work together and other aspects of our business relationship.

The Affiliate Program Agreement applies to your participation in Cherry Servers Affiliate Program (the “Affiliate Program”). We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms, we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email.

By enrolling in or participating in the Affiliate Program, the Affiliate acknowledges that it has read, understood, and agreed to be bound by this Agreement. If the Affiliate does not agree to this Agreement in its entirety, the Affiliate shall have no right to participate in the Affiliate Program, and any attempted participation shall be deemed unauthorized and invalid.

1.  Definitions

• “Agreement” means this Affiliate Program Agreement together with any applicable Program Policies.
• “Cherry Servers Affiliate” means a company owned, operated, or controlled by Cherry Servers, UAB.
• “You”, “Your” “Affiliate” means the party, other than Cherry Servers, that enters into this Agreement and participates in the Affiliate Program.
• “Party” means the You and Cherry Servers separately, and the “Parties” means them together.
• “Affiliate Program” means our affiliate program as described in this Agreement.
• “Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.
• “Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
• “Affiliate Tool” refers to the tool or platform used to participate in the Affiliate Program.
• “Commission” means an amount described in the Affiliate Tool (or Program Policies) for each Customer Transaction.
• “Customer” means the authorized actual user of Cherry Servers Services who has purchased or signed up after being an Affiliate Lead.
• “Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission.
• “Customer Data” means all information that Customer submits or collects via Cherry Servers Services.
• “Cherry Servers Content” means all information, data, software, and materials incorporated into Cherry Servers services.
• “Cherry Servers Services” means both the Commission Services and Other Services.
• “Program Policies” means the documentation that contains all the current guidelines, rules and policies for the Affiliate Program, as updated from time to time.
• “Other Services” means Cherry Servers products and services not included in the Commission Services (e.g., consulting, customization, third-party services).
• “Commission Services” means Cherry Servers Services eligible for Commission under this Agreement.
• “Business Day” means any day other than a Saturday, Sunday, or official public holiday in the Republic of Lithuania.

2.  Relationship between the Parties

• This Agreement is entered between You and the applicable Cherry Servers Affiliate identified in the Program Policies. If no specific Cherry Servers Affiliate is identified, the Agreement shall be deemed to be between You and UAB Cherry Servers.
• This Agreement shall become effective on the date the Affiliate first registers for the Affiliate Program.
• The Agreement is non-exclusive. Both You and Cherry Servers are free to enter into similar agreements with third parties and to promote, market, or sell competing products of services.
• Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, franchise, fiduciary, or employment relationship between the parties. Each party remains and independent contractor.

3.  Joining the Affiliate Program

• After you log in to the Cherry Servers client portal, submit the required information, and accept the Affiliate Program Terms and Conditions, a unique affiliate link is generated, enabling you to participate in the program.
• Acceptance into the Affiliate Program does not constitute acceptance into any other Cherry Servers programs, including other partners, resellers, or referral programs. Participation in such programs may require the execution of a separate agreement.
• You must comply with this Agreement and all applicable Program Policies at all times during Your participation in the Affiliate Program. Failure to comply may result in suspension or termination of this Agreement and may give rise to liability for any damages, losses, or costs incurred by Cherry Servers as a result of such non-compliance.
  
  

4.  Eligible Transactions and Commissions

• Commission Structure
  • You will earn a 10% recurring commission on all valid Customer Transactions related to Cherry Servers’ VPS, Storage VPS, Dedicated Servers, and GPU Servers. Commissions will continue to be paid for as long as the Customer maintains an active account with Cherry Servers. No cost-per-lead (CPL) payments are offered under this Program.
• Eligibility Criteria
  • Commissions shall be deemed earned only if all the following conditions are satisfied:
    • The Affiliate Lead is valid,  and accepted by Cherry Servers.
    • A qualifying Customer Transaction is completed in accordance with the Program Policies;
    • The Customer remains active in good standing (i.e., maintains an active account without cancellations, or policy violations) throughout the locking period specified in the Program Policies.
  • Commissions shall not be payable under any of the following circumstances:
    • where payment of a Commission is prohibited by applicable laws or regulations;
    • where the Customer disputes the transaction or refuses to authorize Commission attribution;
    • where the Customer has made a direct payment to the Affiliate for the referral;
    • where the transaction arises from fraudulent or manipulative activity, including but not limited to cookie stuffing, pop-ups, hidden frames, redirects, or other misleading or deceptive practices;
    • where the Customer is already enrolled in another Cherry Servers partner, referral, or affiliate program that provides for referral fees in respect of the same transaction; or
    • where Cherry Servers, acting reasonably and in good faith, determines that the Commission claim results from abuse, misuse, or any violation of this Agreement or the Program Policies.
  • Service Scope Limitations
    • Commissions shall apply only to first-hand Cherry Servers Services purchased directly by a Customer. No Commissions shall be payable in respect of: (a) resale or second-hand services; (b) third-party products, licenses, or solutions; (c) regulatory fees, government taxes, or surcharges; (d) penalties, fines, or abuse-related charges; or (e) custom support, consulting, or professional services, unless expressly stated otherwise in the Program Policies.
  • Lead Acceptance
    • Cherry Servers shall have sole discretion to determine whether an Affiliate Lead is valid. Affiliate Lead that does not convert into a qualifying Customer Transaction within the timeframe specified in the Program Policies shall not be eligible for Commission.
    • Affiliate Lead generated through self-referrals, duplicate accounts, fraudulent sign-ups, or any other activity carried out in bad faith shall not be considered valid and shall not be eligible for Commission. Cherry Servers reserves the right, in its sole discretion, to reject, disqualify, or remove any Affiliate Lead that it reasonably believes to have been generated through prohibited, deceptive, or non-compliant means.
  • Pending Commissions
    • Commissions shall be classified as pending for a period of thirty (30) days following the invoicing of the referred Customer. During this period, no payment obligation shall arise. This holding period is intended to ensure compliance with the applicable Terms of Service and to protect Cherry Servers against refunds, chargebacks, cancellations, or fraudulent transactions.
  • Approved Commissions
    • Pending Commissions shall convert to Approved Commissions thirty (30) days after the applicable Customer’s invoicing date, provided that no refund, chargeback, cancellation, or other disqualifying event has occurred. Approved Commissions shall thereafter become eligible for payment in accordance with this Agreement and the Program Policies.
  • Payment process
    • Approved Commissions may be withdrawn once the Affiliate’s accrued balance reaches a minimum threshold of fifty euros (€50).
    • Once the Affiliate’s overall Approved Commissions reach the minimum threshold, the system shall automatically generate an invoice for the corresponding amount.
    • Payments of Approved Commissions shall be processed between the twentieth (20th) and twenty-fifth (25th) day of each calendar month, following invoice generation.
    • Payments shall be made to the Affiliate’s designated PayPal, SEPA, or cryptocurrency account, as specified by the Affiliate in its account settings. The Affiliate is responsible for ensuring the accuracy of its payment details and keeping such details current.
    • Cherry Servers shall not be liable for, and shall not cover any banking fees, transaction costs, currency conversion charges, or taxes imposed in connection with the transfer of payments, all of which shall be borne solely by the Affiliate.
    • Payment amounts shall reflect the Affiliate’s “Approved Earnings” as displayed in the Affiliate section of the Client Portal at the time of invoice generation.
  • Payment Requirements
    • The Affiliate shall provide complete, accurate, and current payment and account information, including, without limitation, the Affiliate’s full legal name, surname, personal identification number (or equivalent taxpayer identification), and current address. The Affiliate is solely responsible for ensuring that such information remains accurate and up to date at all times.
    • Cherry Servers reserves the right to suspend, delay or withhold payment of any Approved Commissions if it has a reasonable belief that the Affiliate has breached this Agreement, engaged in fraudulent, deceptive, or unlawful activity, or provided inaccurate, incomplete payment or outdated information. Any such amounts shall remain on hold until the issue is resolved with Cherry Servers’ reasonable satisfaction and may be forfeited if not resolved within reasonable period specified in Section 4.9. of this Agreement.

• Forfeiture
  • If the Affiliate fails to satisfy the applicable payment requirements or minimum payout threshold within six (6) months from the date of the relevant Customer Transaction, the Commission associated with such transaction shall be permanently forfeited and the Affiliate shall have no further claim thereto. Likewise, if the Affiliate fails to provide or update the required payment details within the same six (6) month period, resulting in the Company’s inability to process the payout, the Affiliate shall permanently forfeit the right to receive such Commission.
  • Cherry Servers reserves the right to withhold, offset, or reclaim from future payments any Commission previously paid to the Affiliate that was later determined to be invalid, subject to refund, chargeback, cancellation, fraudulent activity, or otherwise paid in error. The Affiliate shall promptly reimburse Cherry Servers for any such amounts upon demand if sufficient future Commissions are not available for offset.
• Currency
  • All Commissions shall be paid in euros (EUR), unless otherwise specified by Cherry Servers.
• Taxes
  • The Affiliate shall be solely responsible for the payment of any and all taxes, duties, charges, or applicable banking and transaction fees arising from or in connection with the receipt of Commissions. Cherry Servers shall have no obligation to withhold, report, or remit any such amounts on the Affiliate’s behalf, unless required to do so under applicable law.
• Cookie Tracking
  • When a prospective Customer clicks on a valid Affiliate Link, a tracking cookie will be placed on the Customer’s device. Such cookie shall remain valid for a period of ninety (90) days, unless the Customer deletes the cookie, disables tracking, or uses a different device or browser.
  • If a Customer clicks on multiple Affiliate Links within the ninety (90) day tracking period, attribution of the Customer Transaction shall follow the “last-click-wins” model. The Affiliate whose valid Affiliate Link was most recently clicked before the qualifying transaction shall be credited with the Commission.
  • Cherry Servers shall not be responsible for (a) cookies that are deleted, blocked, or otherwise not recorded due to Customer actions or third-party technologies; (b) tracking discrepancies caused by browser settings, ad blockers, or device changes; or (c) any failures in third-party tracking systems or tools used in connection with the Affiliate Program.

5.  Training and Resources

• Cherry Servers may, at its discretion, provide educational materials, webinars, promotional assets, or other resources to support your participation in the Affiliate Program. Cherry Servers reserves the right to update, modify, or withdraw any such resources at any time without prior notice, and makes no representation or warranty regarding their availability, accuracy, or suitability for any purpose.

6.  Brand & Trademark Usage

• Use of Your Brand
  • By enrolling in the Cherry Servers Affiliate Program, the Affiliate grants Cherry Servers a limited, non-exclusive, royalty-free, and revocable right to use the Affiliate’s company name, logo, and other trademarks solely for the purpose of identifying the Affiliate as a participant in the Affiliate Program, including but not limited to use on Cherry Servers’ websites, marketing materials, and partner listings. Such use shall always be in accordance with the Affiliate’s reasonable brand guidelines, if provided.
• Use of Cherry Servers Brand
  • The Affiliate may use Cherry Servers’ trademarks, trade names, and brand assets solely as made available through the Affiliate Tool and strictly in accordance with this Agreement and the Program Policies. Cherry Servers may at any time, in its sole discretion, require the Affiliate to modify or cease any use of such trademarks, and the Affiliate shall comply immediately with any such request.
  • The Affiliate shall not use Cherry Servers’ trademarks, trade names, or brand assets in any manner that is misleading, deceptive, disparaging, defamatory, or likely to cause confusion as to the Affiliate’s relationship with Cherry Servers. Without limiting the foregoing, the Affiliate may not (a) register or use any domain name, social media handle, or advertising keyword containing Cherry Servers’ trademarks or confusingly similar variations thereof; (b) imply sponsorship, endorsement, or partnership beyond participation in the Affiliate Program; or (c) alter, modify, or create derivative works of Cherry Servers’ trademarks without prior written consent.
  • Any breach of this Section 6.2 shall constitute a material breach of this Agreement. In addition to any other rights or remedies available under applicable law, Cherry Servers may, in its sole discretion, immediately suspend or terminate the Affiliate’s participation in the Affiliate Program.
• Brand Keywords Restriction
  • The Affiliate may not purchase, bid on, or otherwise target online advertising that competes with Cherry Servers’ own advertising, including but not limited to branded keywords such as “Cherry Servers,” “CherryServers,” “cherryservers.com,” “Cherry Server,” “Cherry Servers VPS,” “Cherry Servers hosting,” or any misspellings, variations, or confusingly similar terms. The Affiliate must add all such branded terms as negative keywords in all paid advertising campaigns. Use of Cherry Servers’ brand, trademarks, or variations thereof in ad copy, display URLs, or subdomains is strictly prohibited unless the Affiliate has obtained Cherry Servers’ prior written consent.
  • Any violation of Section 6.3. shall constitute a material breach of this Agreement. In addition to Cherry Servers’ other rights and remedies under applicable law, Cherry Servers may immediately withhold or cancel any Commissions derived from such prohibited advertising activity, suspend the Affiliate’s participation in the Affiliate Program, or terminate this Agreement with immediate effect.

7.  Intellectual Property Rights

• All Cherry Servers Services, Cherry Servers Content, and all related intellectual property rights are and shall remain the exclusive property of Cherry Servers. The Affiliate acknowledges that such materials are protected by copyright, trademark, trade secret, and other applicable intellectual property laws. No rights, titles, or licenses in or to the Cherry Servers Services or Cherry Servers Content are granted to the Affiliate, whether by implication, estoppel, or otherwise, except as expressly provided in this Agreement.
• Customers shall retain all rights, title, and interest in and to their Customer Data. Nothing in this Agreement shall be construed to transfer or assign ownership of Customer Data to Cherry Servers. Cherry Servers’ use of Customer Data shall be limited to the purposes of providing, maintaining, and supporting the Services.
• Subject to compliance with this Agreement and the Program Policies, the Affiliate is granted a limited, non-exclusive, non-transferable, and revocable right to use the Cherry Servers Content and promotional materials made available through the Affiliate Program, solely for the purpose of promoting the Cherry Servers Services in accordance with this Agreement. The Affiliate acquires no ownership rights in or to Cherry Servers Services, Cherry Servers Content, or any associated intellectual property, and all such rights remain vested exclusively in Cherry Servers.

8.  Confidentiality

• “Confidential Information” means any non-public, proprietary, or sensitive information disclosed by Cherry Servers to the Affiliate, whether orally, in writing, or by any other means, including but not limited to information relating to Cherry Servers’ technology, products, customers, business plans, strategies, finances, and operations.
• The Affiliate shall not use Confidential Information for any purpose other than participation in the Affiliate Program and shall not disclose Confidential Information to any third party without Cherry Servers’ prior written consent, except as required by applicable law. The Affiliate shall protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event in less than a reasonable standard of care.
• The obligations in this Section shall not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to the Affiliate prior to disclosure by Cherry Servers; (c) is independently developed by the Affiliate without use of or reference to the Confidential Information; or (d) is lawfully obtained by the Affiliate from a third party without restriction.
• In the event of any actual or threatened breach of this Section, Cherry Servers shall be entitled, in addition to any other rights or remedies available at law or in equity, to seek compensation for all direct damages suffered as a result of such breach, and to apply for injunctive relief or other interim protective measures (including but not limited to court-ordered injunctions or temporary restraining orders) without the necessity of posting bond or proving actual damages.
• The confidentiality obligations under this Section shall survive termination of this Agreement for a period of three (3) years.

9.  Compliance & Marketing Practices

• The Affiliate shall respect and comply with all opt-out, unsubscribe, “do not call,” and “do not send” requests from Customers or prospective Customers. The Affiliate shall always comply with all applicable laws and regulations, including but not limited to those of the Republic of Lithuania, the European Union, and any other applicable international trade, consumer protection, and data protection requirements. The Affiliate shall not engage in any deceptive, misleading, fraudulent, or otherwise unlawful marketing, promotional, or advertising practices in connection with the Affiliate Program.

10. Term & Termination

• This Agreement shall remain in effect for as long as the Affiliate participates in the Affiliate Program, unless terminated earlier in accordance with this Section.
• Either Party may terminate this Agreement at any time and without cause by providing the other Party with at least thirty (30) days’ prior written notice.
• If Cherry Servers updates or amends this Agreement, and such update or amendment materially and adversely affects the Affiliate’s rights or obligations, the Affiliate may terminate this Agreement by providing five (5) days’ prior written notice, provided that such notice is delivered within ten (10) days of the Affiliate’s receipt of notice of the amendment.
• Cherry Servers may terminate this Agreement immediately, by written notice, if the Affiliate: (a) breaches any provision of this Agreement; (b) becomes insolvent, is declared bankrupt, enters into liquidation, or is the subject of any proceeding relating insolvency, receivership, administration, reorganization, or assignment for the benefit of the creditors; (c) engages in any activity or conduct that, in Cherry Servers’ reasonable opinion, damages or is likely to damage Cherry Servers’ reputation, goodwill, or business interests; (d) engages in fraudulent, deceptive, unlawful, or unethical conduct in connection with this Agreement; (e) misuses or infringes Cherry Servers intellectual property rights, including its trademarks, trade names, or brand assets; or (f) discloses, misuses, or fails to adequately protect Confidential Information of Cherry Servers, except as expressly permitted under this Agreement; (g) violates any applicable laws, regulations, or third-party rights in connection with its participation in the Affiliate Program.
• Upon termination of this Agreement for any reason: (a) the Affiliate shall immediately cease all use of Cherry Servers’ trademarks, trade names, brand assets, and the Affiliate Tool; (b) the Affiliate shall not be entitled to any further Commissions other than Approved Commissions accrued prior to the effective date of termination; and (c) any outstanding Approved Commissions that meet the minimum payout threshold of fifty euros (€50) shall be paid to the Affiliate’s designated payment method on the final day of this Agreement.

11.  Indemnification

• The Affiliate shall indemnify, defend, and hold harmless Cherry Servers, its affiliates, officers, directors, employees, and agents from and against all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to:
  • The Affiliate’s participation in the Affiliate Program;
  • Any data, disclosures, or information provided by the Affiliate;
  • Any breach of this Agreement by the Affiliate;
  • Cherry Servers’ authorized use of the Affiliate’s trademarks, trade names, or brand assets in accordance with this Agreement;
  • Any marketing, statements, or representations made by Affiliate about Cherry Servers or its Services that were not expressly approved in writing and in advance by Cherry Servers.
• In the event of any claim subject to indemnification under this Agreement, the Affiliate shall promptly provide written notice thereof to Cherry Servers. The Affiliate shall assume and control the defense and settlement of such claim, provided that:
  • the Affiliate shall not enter any settlement, admission, or compromise that imposes any liability, obligation, or restriction on Cherry Servers, or that adversely affects Cherry Servers’ rights, interests, or reputation, without Cherry Servers’ prior written consent;
  • all arguments, submissions, filings, and statements made during such defense that may reasonably affect Cherry Servers must be reviewed and coordinated in advance with Cherry Servers; and
  • Cherry Servers reserves the right, at its own expense, to participate in the defense of any claim through counsel of its choosing.

12.  Disclaimers & Liability

• The Affiliate Program, the Affiliate Tool, and all related services are provided by Cherry Servers on an “as is” and “as available” basis, without any warranties of any kind, whether express, implied, statutory, or otherwise. Cherry Servers expressly disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.
• Neither Party shall be liable to the other for any indirect, incidental, special, consequential, or exemplary damages, including but not limited to lost profits, loss of business opportunities, loss of goodwill, or reputational harm, even if advised of the possibility of such damages.
• To the maximum extent permitted by law, the aggregate liability of either Party under or in connection with this Agreement, whether arising in contract, tort, or otherwise, shall not exceed the total amount of Commissions earned by the Affiliate under this Agreement during the six (6) months immediately preceding the event giving rise to the claim.
• Cherry Servers shall have no responsibility or liability for the performance, availability, or errors of any third-party tools, platforms, or services, including without limitation the Affiliate Tool or payment processors, that are used in connection with the Affiliate Program.

13.  Governing Law & Dispute Resolution

• This Agreement shall be governed by, and construed in accordance with, the laws of the Republic of Lithuania.
• Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its formation, validity, interpretation, breach, or termination, shall be submitted to the exclusive jurisdiction of the competent courts of the Republic of Lithuania, provided that the Parties shall first use reasonable efforts to resolve such dispute amicably.

14.  Miscellaneous

• Cherry Servers may amend or update this Agreement at any time. Unless otherwise specified, such amendments or updates shall become effective on the next business day following notice to the Affiliate.
• Neither Party shall be liable for any failure or delay in performance to the extent caused by force majeure events, including but not limited to natural disasters, acts of government, labour disputes, internet or telecommunication failures, or other events beyond the reasonable control of the affected Party.
• Except with respect to claims relating to Commissions or Intellectual property rights, no legal action arising out of or relating to this Agreement may be brought by either Party more than one (1) year after the cause of action has arisen.
• The Affiliate may not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without the prior written consent of Cherry Servers. Cherry Servers may assign this Agreement, without the Affiliate’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets.
• This Agreement, together with the Program Policies, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter.
• This Agreement is drafted in the English language. Any translations are provided solely for convenience, and in the event of any inconsistency or conflict, the English version shall prevail.
• This Agreement is entered into solely between the Parties hereto. No provision of this Agreement is intended to confer any rights or remedies on any third party, whether as a third-party beneficiary or otherwise.
• This Agreement is non-exclusive. The Affiliate remains free to participate in other affiliate or referral programs, and Cherry Servers remains free to engage with other affiliates or partners.