Thank you for signing up for the BookBeam Affiliate Program. We appreciate your involvement and pledge to do our best to treat each and every one of our affiliates with the respect and fairness they deserve. We simply ask for the same in return.
This Agreement is entered into by and between BookBeam LLC (“Company”) and you. These terms govern your participation in the program and receipt of associated services and materials (“Program”). By accepting these terms, either by clicking on a box indicating affiliate’s acceptance, clicking on “I Accept”, performing some other form of assent, or by executing or otherwise agreeing to an order form, statement of work, subscription or other ordering document or webpage that references these terms and of which these terms are a part, you agree that you have read and understood the terms and conditions mentioned below.
As an authorized affiliate of the Company, you agree to abide by the terms and conditions contained in this Agreement. Please read the entire Agreement carefully before registering and promoting the Program as an Affiliate. You represent to the BookBeam that you have the authority to bind affiliate to these terms and completely and unconditionally accept these terms and conditions.
Your participation in the Program is solely to legally advertise our website to receive a commission on memberships and subscriptions purchased by individuals referred to the Website by your referrals. By signing up for the Program, you indicate your acceptance of this Agreement and its terms and conditions.
Below, you can find our Affiliate Terms and Conditions. Please take your time to carefully read these Affiliate Terms and Conditions before proceeding with the registration. By completing your registration, you indicate the acceptance of these Terms and Conditions which is a precursor for your acceptance into the Program.
If you have any questions pertaining to these Terms and Conditions or the Program in general, please do not hesitate to contact us at email@example.com.
Throughout the following document, the following definitions will apply.
- “Company” “we”, “us”, “our” refers to BookBeam LLC and its applicable subsidiaries, which is the designated operator of this affiliate program, whose terms and conditions are set out herein.
- “Program”/ “Affiliate Program” refers to the affiliate program operated by the Company.
- “Affiliate Program Manager”means the individual or individual who has the legal authority from the Company to manage and represent its interests in the Affiliate Program.
- Affiliate, “you”, “your”, “yours” means the legal entity agreeing to participate in the Program, and who will legally be bound by the terms and conditions herein.
- “Agreement”/ “Affiliate Agreement” refers to these Terms and Conditions of the Affiliate Program.
- Website refers to bookbeam.io or any of its subdomains.
- Affiliate Dashboard refers to the online location through which the Affiliate can manage the Affiliate Program and accept these Terms and Conditions.
- User refers to the Affiliate website visitor who may or may not click an Affiliate link and be directed to the Website to subscribe to the services offered by the Company.
- Commission refers to the amount earned from successful subscription on the Website through referral by Affiliate.
- Abandoned Affiliate Account means any Affiliate account whose Affiliate Dashboard has not been logged into for a period of 6 months and/or has no transactions posted during a period of six months.
These are the complete list of Terms and Conditions for the Affiliate Program. The purpose of enrolling in the Affiliate Program is to allow you to make affiliate commissions for the sales of our subscriptions originating from your promotional activities in the manner set forth herein.
- Affiliate Obligations and Rules
- To enroll in our Affiliate Program, you must:
- Be at the age of majority in your jurisdiction or the age of 18 whichever is greater;
- Have the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth herein;
- Complete and submit the online application through the Affiliate Dashboard;
- Complete and submit the online application through the Affiliate Dashboard;
- Affiliate shall apply for an Affiliate account. The Website may choose at their discretion to auto-approve your application. This does not imply that we will not re-evaluate your application at a later time. We reserve the right to reject your application at any point in time, at our sole discretion. This is especially true if the Affiliate’s website or promotional materials breach any of the points set out in 3.4.,
- We may limit or prohibit any Affiliate’s ability to drive registrations and subscriptions to Website from referrals and affiliates from and of the Affiliate, at Website’s sole discretion. In addition to any other rights or remedies available to the Website, in the event that the Website determines that the source or content of any referrals from any Affiliate are unsuitable or undesirable, for any reason or no reason, then Website shall have the right to immediately terminate Affiliate’s participation in the Program, terminate Affiliate’s Affiliate link and/or require the forfeiture of any unpaid commission(s), each as determined in Website’s sole discretion.
- Affiliate agrees that Affiliate’s service or correspondence does not:
- Promote adult content, including nudity, sexual terms and/or images of people in positions or activities that are excessively suggestive or sexual, or provocative images in violation of legislation in your local jurisdiction;
- Includes violent, obscene, defamatory, libelous, slanderous and/or unlawful content;
- Promote hate speech, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of such individual or group;
- Incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
- Includes “Website” or variations or misspellings thereof in its domain name and as keywords in PPC campaigns or any advertisements using PPC campaigns or offers as published on other Website.
- Promote politically religious agendas and/or any known associations with hate, criminal and/or terrorist activities;
- Promote gambling, including without limitation, any online casino, sports books, bingo, or poker;
- Contain software downloads that potentially enable diversions of commission from other affiliates in our program;
- Offer rebates, coupons, or other form of promised kickbacks from your Commission as an incentive. Adding bonuses or bundling other products with Website, however, is acceptable, if prior permission is received from the Affiliate Program Manager.
- Generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Affiliate Program links must direct users to the Website
- Use the Affiliate Program in any way that is at odds with the ways in which the Affiliate Program was designed to be used.
- Affiliates may not use misleading text on affiliate links, buttons or images to advertise anything besides currently authorized deals to the specific affiliate. The commercial purpose of the Affiliate’s marketing efforts must be clearly identifiable. The Affiliate shall not disguise its affiliate marketing efforts as consumer recommendations or as similar non-commercial messages.
- As a member of the Affiliate Program, you will be granted access to the Affiliate Dashboard. Affiliate Dashboard contains information with respect to Affiliate’s code, link and commissions and will provide Affiliate with an option to review the details of our Affiliate Program including our promotional materials. Affiliate shall have the right to access Affiliate’s dashboard within the Affiliate dashboard (the “Affiliate Dashboard”).
- Affiliate shall not, without prior written consent of the Website in each instance, use in advertising, publicity or otherwise the name of Website, or any partner, affiliate, agent or employee of Website, or any trade name, trademark, trade device or other intellectual property owned by the Website, or represent, directly or indirectly, that any product or any service provided by Affiliate has been approved, recommended, certified, or endorsed by Website, except that Affiliate shall have the right to (a) share the Affiliate link provided by Website to Affiliate, and (b) use the name of Website and Website’s trademarks, during the term of these Terms, exclusively in conjunction with the Program and for no other purpose. Such consent may be withheld and/or revoked by Website, for any or no reason, at any time. Affiliate shall not create or design any website, webpage or other communication (electronic or otherwise) that copies, resembles, mimics or otherwise borrows content from Website’s website, webpage or other intellectual property. Affiliate shall take no action that leads customers to believe that Affiliate has any relationship Website other than with respect to Affiliate’s participation in the Program.
- Website reserves the right, at any time, to (a) review Affiliate’s placement and use of Affiliate links, (b) approve or disapprove of Affiliate’s use of Affiliate links, and/or (c) require that Affiliate changes, amends or alters the placement of Affiliate links in order to comply with these Terms or any other guidelines provided to Affiliate by Website with respect to the placement and use of Affiliate links. Affiliate shall refer Affiliate’s customers and clients to Website through affirmative promotional acts (e.g., writing a blog post, creating a video) in order to earn a commission from the use of Affiliate’s link.
- Affiliate shall use the Program solely for its internal business purposes as contemplated by these Terms. Affiliate shall not: (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, share or otherwise commercially exploit or make the Program available to any third party except as is contemplated explicitly by these Terms, (b) send via the Program or store within the Affiliate Dashboard or any related materials any infringing, obscene, threatening, defamatory, fraudulent, abusive, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights, (c) send via the Program, upload to, or store within the Affiliate Dashboard or related materials any malicious code, (d) interfere with or disrupt the integrity or performance of the Program or the data contained therein, or (e) attempt to gain unauthorized access to the Program or its related systems or networks. In no event shall Affiliate decompile, disassemble, decode, reproduce, redesign, or reverse engineer the Program, Affiliate Dashboard or the component parts thereof or otherwise decrypt encrypted information provided pursuant to the provision of Program.
- It is your sole responsibility to follow all applicable laws, regulations, government decrees, authorities’ decisions and the like relating to:
- protection of intellectual property;
- marketing of products and services;
- unfair business practices; and
- any other similar field of regulation
- If you violate any such rules of law or any third party presents any allegations or claims that pertain to information you place on your website and promotional materials you use, you will indemnify and hold Website harmless for any and all costs arising out of any such violations, allegations or claims.
- As an affiliate, you can only create and use one (1) account. Any attempt to create or the creation of more than one (1) Affiliate account by Affiliate shall be a breach of these Terms.
- Self-referrals for affiliate purchases are strictly prohibited. This means that you cannot refer yourself, your immediate family or the company you work for by using your affiliate link. You will not receive a Commission on any purchases by yourself for your own use, your immediate family members or the company you work for.
- To enroll in our Affiliate Program, you must:
- Website Rights and Obligations
- We reserve the right to monitor your site at any time to determine whether you are following these Terms and Conditions. We may inform you of any changes that we feel you should make, or to ensure that your affiliate links to the Website are placed appropriately and to notify you of any other changes that we feel should be made. Failure to make the changes that we feel are necessary within reasonable time (no longer than 30 days) constitutes a material breach of this Affiliate Agreement.
- Website reserves the right to terminate your participation in the Affiliate Program immediately and without prior notice to you if you commit fraud or abuse this Affiliate Program in any way (including material breaches of any clause of this Affiliate Agreement). If such fraud or abuse or breach is detected, Website shall not be liable to you for any pending Commissions or for any commission for any fraudulent sales/sales based on abuse and you shall be banned from using the Website. The decision of the Company in such matters shall be final. These Terms and Conditions will begin to apply to you upon our acceptance of your Affiliate application, and their application will continue indefinitely unless terminated hereunder.
- Either the Affiliate or Website may end this Affiliate Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be sent by email to either party, or through any appropriate mechanism in the Affiliate Dashboard.
- Website and its representatives may examine all records, files, data and other information (a) submitted by or through Affiliate to Website with respect to the Program, and (b) with respect to your compliance with these Terms. Website may perform any audit or investigation Website deems necessary or desirable relating to your compliance with these Terms. Should Website discover any failure to adhere to the Terms, in addition to any other rights Website may have pursuant to these Terms or otherwise (including, but not limited to the right to terminate Affiliate’s participation in the Program), Website shall have the right to cause Affiliate to take, with all appropriate diligence, any and all actions required or requested by Website to correct such failure(s).
- Website may, directly or indirectly, suspend, terminate, or otherwise deny Affiliate’s access to or use of all or any part of the Program without incurring any resulting obligation or liability, if:
- Website receives a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires Website to do so, or
- Website believes, in its sole discretion, that Affiliate has failed to comply with any term or condition of these Terms, or accessed or used the Program beyond the scope of the rights granted or for a purpose not authorized under these Terms or in any manner that does not comply with any instruction or requirement of Website regarding the use of the Program,
- Affiliate is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with the Program, or
- these Terms expire or are terminated.
- Notwithstanding the foregoing, nothing in this section shall limit any of Website’s other rights or remedies, whether at law, in equity, or under these Terms, and Website reserves all such other rights or remedies.
- In the event that Affiliate violates or is suspected of violating any provision in this Agreement, Website reserves the right to terminate this Agreement with immediate effect and any accrued Commissions owing to Affiliate shall be forfeited, and the Website shall not be obligated to pay such Commissions to Affiliate.
- Affiliate Obligations and Rules
We may modify, add or remove any of these Terms and Conditions at any point in time. In such event, you will need to comply with a revised version of these Terms and Conditions when prompted to do so in the Affiliate Dashboard. If any modification is unacceptable to you, your only option is to end your association with the Affiliate Program by closing your account. Continued participation in the Affiliate Program will indicate your agreement to the changes and your adherence to any modified Terms and Conditions.
- Commission Payment
- Commissions are earned from authorized referrals that generate purchases via your affiliate links and shall be paid as recurring Commissions.
- The amount of recurring Commissions due to Affiliate shall be 25% of all revenue generated (subject to 5.4 below) as a result of its affiliate link. The Company reserves the right to change the set rate for recurring Commissions at its sole albeit reasonable discretion.
- The Company utilises the last-click attribution model in that if 2 or more affiliate links were clicked, the Company attributes the Commission to the last referral link that the referral clicked.
- Affiliate tracking cookie duration shall be set to 60 days.
- Accrued commissions will be paid on the 30th date of the month following the transaction that generated the commission. No commission payment shall be made unless the total accrued unpaid commissions exceed the minimum threshold of $150. The commission due are calculated in accordance with the statistics and balance that are collected, calculated and displayed on the Affiliate Dashboard. The only valid statistics used for determining Commissions will be those displayed in the Affiliate Dashboard.
- For an Affiliate to receive a Commission, the Affiliate account must remain active for a minimum of 30 days after the payment date. For this reason, the Commissions generated on any date will be displayed as “Pending Approval” in the Affiliate account for 30 days. If the subscriber does not request refunds within this timeframe, and if the commission was not a result of a self-referral and doesn’t breach any other terms of this Affiliate Agreement, you will see payment amounts in “Current Commissions” as “Approved – Pending Payment”.
- Affiliate is responsible for any and all charges, fees, taxes, exchange rates, surcharges and other expenses arising out of the Affiliate relationship with Website including those incurred in order to receive affiliate payments.
- Affiliate is responsible for all taxes arising from their commissions. No taxes will be withheld. Affiliate is responsible for compliance with the tax laws of their jurisdiction. Company is not liable for affiliate’s tax obligations and may report earnings as required by law.
- Available payment options for Commissions are described in the Affiliate Dashboard, any other payment options may be declined for use at our discretion. Our primary payout method is wire transfer.
- Payments will only be sent for affiliate purchases that have been successfully completed. Transactions that result in chargebacks or refunds will be void as will affiliate purchases that have been subsequently cancelled.
- Website shall have no liability to Affiliate for Affiliate’s inputting or providing Website with incorrect payment instructions or information, and in the event Website initiated payment to the wrong party as a result of Affiliate’s incorrect payment instructions or information, Website will not initiate a replacement payment. AFFILIATE IS SOLELY RESPONSIBLE FOR INPUTTING AND PROVIDING CORRECT PAYMENT INFORMATION, AND FOR ANY LOSS OR LIABILITY RESULTING FROM THE SUBMISSION OF INCORRECT INFORMATION.
- Affiliate Promotional Materials
- You agree that are free to promote what you deem appropriate on your own website(s), but any promotion that mentions Website and any associated trademarks may be perceived by the press or the public as a joint effort. You should therefore note that certain forms of advertising are always prohibited by Website. Any promotions by Affiliates should never contravene promotional laws in their location.
- Paid Advertising commonly known as “spamming” and unsolicited electronic mail and other communications, which actions are unacceptable to the Company and could cause damage to Company’s brand name is inappropriate and unacceptable to us and constitutes a material breach of this Affiliate Agreement. Other prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. Additionally, you may not advertise in any way that effectively hides or misrepresents your own identity, your domain name, or your email address. You may use emails or other messages to customers to promote Website’ services if the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings and such emails or other messages are otherwise sent in compliance with the laws applicable to them. Affiliate shall have the right to use mailings and other forms of communication to Affiliate’s customers and contacts to promote the Company, so long as (i) the recipient of any communication from Affiliate is a customer or subscriber of Affiliate’s services or web site at the time of such communication and each recipient has provided consent to such communication, and (ii) any recipient of any communication from Affiliate with respect to the Program has the option to opt out of receiving any additional communications from Affiliate with respect to the Program. Affiliate shall not under any circumstances post any Affiliate link to any “coupon site” or “deal site” or promote Website’ services using any unethical methods or so called ‘black hat’ marketing techniques. The determination of whether any website is a “coupon site” or “deal site” or whether Affiliates’ methods are deemed unethical shall be made by the Company in its sole albeit reasonable discretion. Affiliate will not earn any Commission from any Affiliate link posted to any “coupon site” or “deal site” or promotion of Website’ services using any unethical methods.
- Paid Search Campaigns; Search Engine Marketing. Affiliate shall not bid on, purchase, secure or otherwise use any Website URL, variation of any Website URL, or any alternative spellings of any Website URL, except that Affiliate shall have the right to share the Affiliate link, as expressly provided for herein. With respect to any Affiliate paid media (a) paid search engine, search engine marketing, search engine advertising, or pay-per-click campaigns (collectively, “Internet Paid Media”), Affiliate shall include Website and all Website trademarks, trade names and all other Website intellectual property as a broad negative in any such Internet Paid Media keywords and searches, and (b) in addition to, and not in limitation of, the general requirement in the immediately preceding clause, the terms “Website”, “Website tools” and any Website URL shall not be displayed in any of the following: (i) keywords or key phrases; (ii) any portion of any keyword or key phrase; (iii) title, description or website link; or (iv) in the display of any URL (including as a subdomain of any Affiliate site (e.g., www.virallaunch.com.affilliatesite.com/)), except for the Affiliate link. Website shall, at all times, have the right to provide Affiliates with additional words and phrases that are subject to the restrictions and guidelines set forth in this paragraph.
- Special Instructions for Search Marketing Publishers: Affiliate shall not (a) base Affiliate’s participation in the Program exclusively on search engine advertising (i.e., “keywords bidders”, “paid search affiliates”, etc. are prohibited). No Affiliate shall link web traffic from any search engine directly to any Website URL. Affiliate shall conduct all Affiliate activities with respect to the Program such that any reasonable Internet user shall be able to discern whether any particular URL is provided by Website or by Affiliate. Affiliate shall not use 302 hijacks, cloaking and other similar methods to link to any Website URL.
- Grant of Licenses
- We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through affiliate/referral links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Website and the goodwill associated with it will inure to the sole benefit of Website.
- Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in any negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Affiliate Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
- Intellectual Property Rights
- Subject to the limited rights expressly granted hereunder, Website reserves all rights, title and interest in and to the Program and Affiliate Dashboard, or any new programs, upgrades, modifications or enhancements developed by Website or Affiliate in connection with rendering the Program to Affiliate, even when refinements and improvements result from Affiliate’s ideas or requests including all related intellectual property rights. No rights are granted to Affiliate hereunder other than as expressly set forth herein.
- Affiliate shall not (a) modify, copy or create derivative works based on the Program and related materials, (b) frame or mirror any content forming part of the Program or Affiliate Dashboard, (c) reverse engineer the Program or Affiliate Dashboard, or (d) access the Program or Affiliate Dashboard in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Program.
THE PROGRAM IS PROVIDED “AS IS”. WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO WARRANTY OF ANY KIND THAT THE PROGRAM OR ACCOMPANYING DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET AFFILIATE’S OR OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICE, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE.
- Representations and Warranties
You represent and warrant that:
- This Affiliate Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
- You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Affiliate Agreement and to perform your obligations under this Affiliate Agreement, without the approval or consent of any other party;
- You have sufficient right, title, and interest in and to the rights granted to us in this Affiliate Agreement.
- Affiliate has obtained all consent necessary to communicate and distribute Affiliate links to Affiliate’s customers, clients, and other contacts in accordance with applicable law.
- Representations and Warranties
- Limitations of Liability
TO THE EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL SUPERMETRICS’ CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless the Company, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on:(i) any claim that our use of the Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party,
(ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or
(iii) any claim related to your site, including, without limitation, content therein not attributable to us.
(iv) any breach of any representation, warranty or covenant of these Terms,
(v) any violation of applicable law,
(vi) any fraud or willful misconduct alleged or asserted against, or committed by, Affiliate with respect to the Program or otherwise.
- Definition of Confidential Information: As used herein, “Confidential Information” shall mean and include all Company information disclosed to you under this Affiliate Agreement, whether marked confidential or not, including without limitation the terms and conditions of this Affiliate Agreement, the Company’s services and products, business and marketing plans, technology and technical information, financial information, product designs, and business processes, specifications (whether in tangible or intangible form, in written or in machine readable form, or disclosed orally or visually). Confidential Information shall not include any information that: (i) is or becomes generally known to the public without your breach of any obligation owed to Company; (ii) was independently developed by you without your breach of any obligation owed to Company; or (iii) is received from a third party who obtained such Confidential Information without any third party’s breach of any obligation owed to Company under this Affiliate Agreement.
- During and after this Program, you will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and you will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Affiliate Services, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the Company.
- You agree to protect the confidentiality of the Confidential Information in the same manner that you will protect the confidentiality of its own proprietary and confidential information of like kind, but in no event you shall exercise less than reasonable care in protecting such Confidential Information.
- You agree that you will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any third party which you have an obligation to keep in confidence.
- Legal Compliance
In addition to this Agreement, you must familiarize yourself with, and comply with the Policies, domestic laws (including common law), state legislation, international laws, statutes, ordinances and regulations regarding your use of our services. Notwithstanding successful conclusion of a transaction you must ensure strict compliance with any particular formalities which, if not complied with, will either render a transaction void or unlawful. You alone, and not we, are responsible for ensuring that the services and any other activities conducted on the website are lawful. You must ensure that they comply with all applicable laws in India and all other countries.
- Limitations of Liability
- Independent Contractor: You certify that you are an independent contractor, and as such, nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and the Company. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or any other website or otherwise, that reasonably would contradict anything in this Section.
- The parties note that you are free to determine the essential means of processing personal data relating to your affiliate marketing activities. For instance, whether or not the Affiliate targets any identified or identifiable natural persons as a part of its marketing efforts, or otherwise processes personal data for affiliate marketing purposes, is solely determined by the Affiliate. As a consequence, the Affiliate serves as a data controller with regard to any personal data processed by it for the purpose of the conclusion and performance of this Affiliate Agreement.
- You undertake to process personal data only in accordance with the applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) (EU) 2016/679. Any material breach by the Affiliate of the applicable data protection laws is considered as a material breach of this Affiliate Agreement.
- Affiliate cannot assign its rights or obligations under this Affiliate Agreement to any third party, except to a party who obtains all or substantially all of the business or assets of a party to this Affiliate Agreement. We may assign our rights and delegate any of our obligations under these Terms, in whole or in part, without your consent. Any assignment or delegation in violation of the foregoing terms will be null and void. These Terms will be binding and inure to the benefit of each party’s permitted successors and assigns.
- You may not amend or waive any provision of this Affiliate Agreement unless in writing and signed by both parties.
- This Affiliate Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
- The headings and titles that are contained in this Affiliate Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Affiliate Agreement.
- If any provision of this Affiliate Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this Affiliate Agreement shall have full force and effect.
- The Affiliate Agreement is an electronic contract that sets out the legally binding terms of your participation in the Program. You indicate your acceptance of this Affiliate Agreement and all of the terms and conditions contained or referenced in this Affiliate Agreement by completing the Affiliate Program application/signup process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.