Terms & conditions

T&C’s

The following terms and conditions, together with the Affilisearch Privacy Policy (“Privacy Policy”) and any and all Acceptable Use Policies referenced herein (“AUPs”), constitute the binding legal agreement (this “Agreement”) by and between Affilisearch (“Company”) and you (”Affiliate”, “You” or “Your”), the user of both the Affilisearch website (the “Website”) and the Affilisearch advertising network service (the “Service”). You and Company may also be individually referred to herein as a “Party” and collectively as “Parties.” Any reference to You herein means You and/or the company or entity registering with Affilisearch and, without limitation, any parent entities, owners, subsidiaries, affiliates, predecessor or successor entities, and any agents, officers, directors and/or employees acting on behalf of same. You agree to use the Website, the Service and any additional products and/or services offered by Company in the future only in accordance with the Agreement. Company reserves the right to make changes to the Website, the Service and the terms and conditions of the Agreement at any time. The latest Agreement will be posted on the Website. Your continued use of the Website and/or the Service after any such modification and notification thereof shall constitute Your consent to such modification. Therefore, You should regularly check the Website for updates and/or changes. If You do not agree to the terms and conditions contained within the Agreement in their entirety, You are not authorized to register as an Affiliate, or use the Service and/or Website in any manner or form whatsoever. The Affiliate’s online account for use of the Service is for the Affiliate’s personal use only and is non-transferable. The Affiliate must not authorise or permit any other person to use its account. The Affiliate must take reasonable care to protect and keep confidential its password and other account or identity information. The Affiliate must notify the Company immediately of any apparent breach of security such as loss, theft, misuse or unauthorised disclosure or use of a password. The Affiliate is responsible for third parties who use its account or identity (unless and to the extent that the Company is at fault).

Definitions in this agreement, the following definitions apply:

“Advertisements” any form of advertisement or promotion by an Advertiser in connection with the Services including banner advertisements and text links.

“Advertiser” an entity which advertises on the Affiliate Network Advertiser Terms all guidelines, rules, terms and conditions or other requirements of Advertisers relating to their Advertisements whether located on the Company’s website or  elsewhere. 

“Affiliate   Website”   any   website   used   by   the    Affiliate    in    connection    with    the    Services. “Applicable Laws” all applicable laws, regulations and codes of conduct. “Click” all clicks by a single user     (measured by    IP address) within a 30-day  period.

“Confidential Information” all information whether recorded or not (and, if recorded, in whatever form, in whatever media and by whomever recorded) which is a trade secret or other confidential or private information which is not generally known or easily accessible by the public (either as an individual item of information or as part of a body of knowledge) in any way relating to or concerning the business, finances, dealings, transactions or affairs of the Company.

“Data” any text, look and feel, text, graphics, images, audio, video, software (object and source code), data and all other materials in  whatever form (whether  electronic or otherwise).

“Event” any validated sale, validated Lead, Click, Impression or other applicable event arising from any Advertisement displayed or distributed by the Affiliate. 

“Fee(s)” a payment per Event depending on the applicable campaign Impression a single instance of an Advertisement being displayed.

“Intellectual Property” Rights patents, trademarks, service marks, design rights, copyright, database rights (all whether registered or not), applications for any of the foregoing, know-how, trade or business names and other similar rights or obligations whether registered or not in any country in the world and whether now existing or in the future.

“Created Lead” specified contact information supplied by a user in response to an Advertisement.

“Medium” any medium used by the Affiliate to display or distribute Advertisements including Affiliate Websites and email newsletters Month  calendar month.

“Personal Data” is defined in the Data Protection Act 1998 and GDPR. Any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or  social identity of that natural   person;

“GDPR” means Regulation (EU)  2016/679, known as the General Data Protection Regulation.

 “Data Protection Legislation” means all applicable data protection, privacy and electronic marketing legislation, including any national legislation implementing Directive 95/46/EC and Directive 2002/58/EC, GDPR (and any related national legislation), any equivalent, replacement or repealing legislation, and any codes of practice issued by  a Competent Data Protection Regulator relating to the same at any time.

“Services” all services by the Company related to the Company’s affiliate network service whereby the Company enables  Advertisers  to advertise via affiliate websites and other media

“Valid Event” an Event which: (a) complies with the relevant Advertiser Terms; (b) is accepted and validated by the relevant Advertiser; (c) is a genuine and bona fide step taken by the user concerned; (d) is not automated or generated by search engine or other robots, spiders or similar technology; (e) is complete (for an example an attempted Click which does not bring the user to the relevant page is deemed incomplete); and (f) has not been procured in breach of this agreement including via a Medium which does not comply with this agreement.

“In Writing” means all forms of visible reproduction in permanent form (including email unless otherwise stated).

Background and Use of the Website and the Service

Company posts offers (“Offers”) and associated creative (“Creative”) in connection with various advertising programs (“Program(s)”) sponsored by Company or its third party advertising clients (“Merchants”) by and through Company’s proprietary network. Once approved, Affiliate shall be permitted to download the Creative: (i) for publication on any website(s) affiliated with, owned by, operated by and/or controlled by Affiliate (collectively, “Affiliate Websites”); or (ii) for distribution in email messages (“Affiliate E-mails”) sent to those e-mail addresses listed in any database affiliated with, owned by, operated by and/or controlled by Affiliate (collectively, “Affiliate Databases”). No scripts, images, graphics, links, copy or processes for generating Events (as defined below), other than the Creative may be used by Affiliate without first obtaining the prior express written permission of Company. Affiliate may not edit or modify the Creative in any way without Company”’s prior written approval. In the event that Company desires to cancel the use of any Creative, Affiliate shall cease the use of same no more than forty-eight

(48) business hours following Company”’s request. The Affiliate agrees:

-not to alter any Advertisement;

-not to create its own advertisements in respect of any Advertiser or create its own link to an Advertiser website without the prior approval of the Company in Writing;

-not during the term of this agreement and for a period of 6 months after termination independently of the Company to display or distribute Advertisements of, or otherwise conduct any advertising-related business with, any Advertiser or advertising or affiliate networks whose Advertisements the Affiliate has displayed or distributed in connection with this agreement;

-not to procure, or attempt to procure Events by means of: a) open encouragement to users or incentives (except that if the Advertiser Terms do not state “no incentives” or similar, the Affiliate may provide incentives which comply with any Advertiser requirements and which are reasonable, non-deceptive and in accordance with industry standards); b) deception; or c) any other means which the Company considers inappropriate;

-not to use “spam” or unsolicited email marketing; and

-not to display any information (including prices) relating to the Advertiser’s goods and services on any Medium unless such information is accurate, up to date and non-misleading.

The Affiliate agrees to comply with (a) all applicable Advertiser Terms and (b) any other applicable rules or guidelines shown on the Company’s website from time to time.

The Affiliate warrants that in respect of this agreement (including in relation to every Medium):

-it shall comply with all Applicable Laws;

-it shall not infringe any third party intellectual property or other rights;

-it shall not breach the published policies of Google or other major search engines;

-it shall not display or distribute any information which is defamatory, discriminatory, offensive, vulgar, racist, abusive, invasive of another’s privacy or otherwise inappropriate; and

-it shall comply with the highest industry standards.

The Affiliate warrants that it has sole control of the Affiliate Website.

The Affiliate acknowledges that the Advertisements include cookies and similar technologies as set out on the privacy policy from time to time on the Company’s website. It is the Affiliate’s responsibility to frequently monitor the privacy policy and to comply with all legal requirements concerning the use of such technologies on the Affiliate Website including the procuring of any necessary consents from users.

Affiliate understands and agrees that Company is the sole owner of any and all intellectual property rights associated with the Creative. The Programs will specify the amount and terms under which You will receive payment (“Commission”) when the Program’s requirements are fulfilled. Commissions are generated from specified events (each, an “Event”) that include, without limitation, clicks, click-throughs, sales, registrations, impressions and leads. The definition of the Event associated with each Program shall be set forth in the applicable Program’s specifications. If You accept a Program, You agree to place that Program’s Creative on Your Affiliate Websites and/or in Your Affiliate E-mails, in accordance with the terms of the Agreement and the accepted Program. Company may change a Program at any time upon prior notice to You, unless otherwise specified in the Program terms. Similarly, You may cease participation in previously accepted Programs at any time upon prior notice to Company, unless otherwise specified in the Program terms. Company is responsible for displaying and administrating all active Programs and tracking associated Commissions owed to You via the Website Data (as defined below) Company shall compile, calculate and electronically deliver data necessary to determine Your billing and compensation. Company’s figures and calculations regarding Events, Commissions and any compensation due to You shall be final and binding. Any questions regarding the data provided by Company need to be submitted to Company in writing within fourteen (14) days of Your receipt of the applicable payments/invoices. Otherwise, such information will be deemed accurate and accepted by You.

Affiliates who hold EU and UK ‘personal data’ must fully comply with the Privacy and Electronic Communications (EC Directive) Regulations 2003, the Electronic EU Regulations 2011 and the EU General Data Protection Regulations                                                                   (GDPR).

Names, contact details (telephone number, email address, physical address), dates of birth, location data all constitute ‘personal data’ and where you have access to this data, you should ensure that you have taken legal advice to ensure that your handling of personal data is GDPR compliant.

Affiliates shall at all times comply with the Data Protection Legislation including, without limitation, ensuring that Affiliate Customers’ personal data: (i) is collected fairly, lawfully and transparently; (ii) is processed in accordance a lawful condition as set out in the GDPR; and (iii) is protected from loss, theft, accidental destruction or unauthorised access by implementing appropriate technical and organisation measures in respect of such personal data.

Affiliates who downloads and processes Affilisearch’s suppression files agrees to being a ‘data processor’ and must ensure the secure and GDPR compliant management of this data.

Affiliates shall provide reasonable co-operation to the Company in supplying the Services and shall comply with the Company’s reasonable requirements. 

Affiliates must promptly notify the Company should it become aware of any data or security breach in accordance with GDPR regulations. 

Affiliates shall promptly provide the Company with such information and documents as it may reasonably request for the proper performance of the Services.

Affiliates shall provide full opt-in details for any email or SMS contact including: (a) time and date stamp (b) URL where the consent was obtained(c) IP address. This information must be provided within 48 hours subsequent to receiving the request from Affilisearch or any of its representatives. The issuance of the request for information does not need to arise from a complaint, Affilisearch reserves the right to “spot check” its affiliates when and whenever Affilisearch reasonably deems fit. Failure to comply with the request will result in commissions and membership of the Affilisearch Network being suspended and ultimately forfeited.

Affiliates who send Affilisearch offers to third-party UK & EU data must have their company name stated in the third-party data owner’s privacy policy across all web properties where the data was captured. The affiliate shall ensure that the ‘data owner’ is registered with the ICO or the equivalent governing body in their own county of operation and comply the GDPR.

Affiliates who control and process first party UK & UK data must have obtained the correct consent from their subscribers compliant with GDPR.

No matter whether affiliates hold ‘third’ or ‘first party’ all recipients of your marketing emails or SMS messages must be given the right and facility to opt-out and the right and facility to be ‘forgotten’.

The affiliate will only email / sms subscribers / contacts for whom the Opt-in consent can be proven and obtained no more than 6 months prior to the contact receiving an email / sms.

The Affiliate must promptly inform the Company if any Affiliate Website becomes inactive or is no longer owned or operated by the Affiliate.

The Company does not guarantee that use of the Services will generate any particular level of revenues.

The Affiliate warrants that it will not use the Services in a manner which imposes or may impose a disproportionately large load on the Company’s systems or which constitutes spamming, phishing or improper, malicious or fraudulent activity or which is liable to damage the reputation of the Company, all as determined by the Company in its sole discretion.

The Affiliate agrees that the Company may disclose the Affiliate’s name and contact details to the Advertiser on request should there be proven breach of these t&cs.

The Company does not guarantee that the Services will be error-free or uninterrupted. The Company is not liable for such interruptions or errors provided that they are not deliberate acts of the Company and provided that the Company uses reasonable endeavours to procure that any errors or interruptions of which it becomes aware are corrected as soon as reasonably practicable.

The Company is entitled, without notice and without liability, to suspend the Services for repair, maintenance, improvement or other technical reason.

The Affiliate agrees that they will download and suppress all contacts in campaign specific suppression lists in accordance with GDPR. The contacts in these suppression lists shall never be mailed with campaigns they have requested not to receive. In the event that this issue occurs, commissions generated will be suspended pending investigation to cover damages.

The Affiliate agrees not to engage in any activity proven to be fraudulent. If fraud activity does take place, then Affilisearch reserves the right to suspend the affiliate’s account and withhold all commissions generated network- wide.

If the affiliate in found to be in breach of Affilisearch network t&cs, then Affilisearch reserves the right to cancel all commissions due to that affiliate network-wide.

1. License

You must obtain official approval from Company before You may become an Affiliate. Company may reject Your Affiliate application and/or terminate. The Company reserves the right to reject any application to become an Affiliate. Affiliates must be 18 years or over. Your participation in any Program at any time and for any reason, in Company’s sole discretion. You shall, upon Company’s request, provide Company with a list of Affiliate Websites and Affiliate Databases. Only Affiliate Websites and Affiliate Databases that have been reviewed and approved by Company may be utilized in connection with Your participation in the Programs. Company reserves the right to withhold or refuse approval of any Affiliate Websites and/or Affiliate Databases for any reason whatsoever, in Company’s sole discretion, even where Company has previously approved such Affiliate Websites and/or Affiliate Databases, as applicable.

In order to be eligible to become an Affiliate, and in order to maintain an active Affiliate status, Your Affiliate Websites, Affiliate Databases and/or Affiliate E-mails must meet the following criteria.

  1. Your Affiliate Websites must contain distinct and legitimate content, substance and material, not simply a list of links or advertisements. Further, Your Affiliate Website(s) must serve a purpose substantially or completely separate and distinct from merely being designed to earn money solely from Company’s Merchants or third party Merchants;
  2. Your Affiliate Websites and Affiliate E-mails must each be represented by a legitimate second-level domain name (e.g. yoursite.com is acceptable; however, a shared server, e.g., sharedsite.com/yoursite, is not acceptable); 3.Your Affiliate Websites cannot be offered as a part of a community-based website personal entry or personal page;
  3. Your Affiliate Websites and Affiliate E-mails may not incentivize users to click on ads without express prior approval in writing from Incentives include, but are not limited to, awarding user”’s cash, points, prizes, contest entries, etc.
  4. Your Affiliate Websites must be fully functional at all levels; no “under construction” websites or sections are permissible; and
  5. Spawning process pop-ups and exit pop-ups may not be activated through Your Affiliate Websites and/or Affiliate E-mails.

 

The content of Your Affiliate Websites and Affiliate E-mails must not promote, advocate, facilitate, link to or otherwise include any of the following:

  1. Racial, ethnic, political, hate-mongering or otherwise objectionable content;
  2. Investment, money-making opportunities or advice not permitted under foreign, or local law;
  3. Violence or profanity;
  4. Pornographic, obscene, sexually explicit or related content;
  5. Material that defames, abuses, is libellous, is tortuous or threatens physical harm to others;
  6. Material that displays any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third person;
  7. Material that impersonates any person or entity;
  8. Any indication that any statements You make are endorsed by Company or an Merchant, without Company’s specific prior written consent;
  9. Illegal substances or activities (e.g., illegal narcotics, how to build a bomb, counterfeiting money, );
  10. Material that discriminates on the basis of race, ethnicity, gender, age, disability, religion or sexual orientation;
  11. Content which is inappropriate or harmful to children;
  12. Terrorism or terrorist-related activities, sedition or similar activities;
  13. Software Pirating (e.g., warez, hotline); 14.Hacking or Phreaking;
  14. Any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  15. Any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet;
  16. Any software, product or service that harvests or collects the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users;
  17. Any spoofing, redirecting or trafficking from other websites in an effort to gain traffic;
  18. Any content that infringes upon the intellectual property rights of any third party;
  19. Any material that otherwise infringes upon the rights of any third parties including, without limitation, false advertising, unfair competition, invasion of rights of publicity or privacy, violation of any anti-discriminatory law or regulation, or any other right of any person or entity;
  20. Any material that violates any laws relating to the use of SPAM or
  21. Any illegal activity whatsoever (including any violations of applicable foreign or local law, rule or regulation, EU directives and regulations and/or the laws of any foreign jurisdiction in which You operate).

Upon approval of Your Affiliate application, Company grants to You a non-transferable, non-exclusive, limited license to use the Website, Service, Creative, Offers, Website Data and any data, reports, information and/or analyses arising out of such use that Company makes available to You, as well as the associated applications, data, methods of doing business and/or any elements thereof (collectively, “Company Intellectual Property”) subject to the terms and conditions set forth herein. You acknowledge and agree that You do not have, nor will You claim any right, title or interest in, or to, the Company Intellectual Property. You may only access the Website via web browser, email or in a manner otherwise approved by Company. No part of the Company Intellectual Property may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Company Intellectual Property or any portion thereof. Systematic retrieval of material from the Website and/or Service by automated means or any other form of scraping or data extraction in order to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company is prohibited. Company reserves any rights not explicitly granted in the Agreement. You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Website. You may not take any action that imposes an unreasonable or disproportionately large load on the Service and/or Website infrastructure. Your right to use the Company Intellectual Property is not transferable. Affiliates that display Creative on their Affiliate Websites shall allow Company to disclose the Affiliate Website URLs and Affiliate logos in any marketing materials and/or press releases created by Company.

2.   Fraud

Company actively monitors traffic, Events, Commissions and other Program-related activities for fraud. If Company suspects that Your account has been used in a fraudulent manner, Your account will be deactivated effective immediately and with no notice to You pending further investigation.

You will place, deliver and/or otherwise use Offers and/or Creative only with the intention of delivering valid Events for the benefit of the applicable Merchant as determined by Company and the applicable Merchant. You may not, nor knowingly permit any person to, activate Creative or inflate the amount of leads, clicks or other Events through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, device, program, robot, Iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing an Event. You may not establish or cause to be established any promotion that provides any sweepstakes entries, rewards, points, incentives or other compensation to be earned in connection with generating Events, or otherwise attempt to induce

Internet users to click on any of the Creative through use of any other incentives, without obtaining the prior written approval of Company.

If You fraudulently add leads, clicks or other Events through the use of fraudulent means of traffic generation (as determined solely by Company), You will forfeit Your entire Commission-related commissions for all Programs, not just those commissions associated with the fraudulent activity, and Your account will be terminated effective immediately. Company reserves sole judgment in determining fraud and You agree to be bound by these determinations.

Where Company brings instances of suspected fraud to Affiliate”’s attention, it is the OBLIGATION of Affiliate to prove to Company that it has NOT engaged in fraud. Company will hold Affiliate”’s Commission-related payments in ‘Pending Status’ until Affiliate has satisfactorily provided evidence that Affiliate has not engaged in fraud. Company uses a variety of methods to flag accounts for possible fraud, including accounts that:

  1. Record click-through rates that are much higher than industry averages and where solid justification is not evident;
  2. Have Affiliate Websites which contain ONLY click programs generating clicks with no indication, based upon website traffic statistics, that such Affiliate Websites can account for the clicks reported;
  3. Have generated fraudulent leads or other Events, as determined by Company or its Merchants; and
  4. Use fake redirects, automated software and/or other fraudulent means to generate clicks or leads from Programs.

During the term of the Agreement, and for a period of six (6) months thereafter, Company shall have the right to inspect and audit Affiliate”’s books and records relating to Affiliate”’s use, possession and distribution of the Creative, Offers, Service, Company Intellectual Property and Customer Information (as defined below), as applicable, upon five (5) days”’ prior written notice, for the purpose of determining compliance with the Agreement. Company”’s duly authorised representatives shall have access at all reasonable times to all of Affiliate”’s personnel, accounts and records that may be needed to verify and audit all of the aforementioned issues. If any such audit or inspection discloses material misuse of the Creative, Offers, Service, Company Intellectual Property and/or Customer Information, as applicable, Affiliate shall pay for the cost of such audit and Company shall be entitled to:

(a) terminate Your Affiliate account; and (b) pursue any and all other remedies that Company may have at law or in equity.

3.   Use of Downloadable Software

Downloadable Software may only be utilised by You if its use complies with Company”’s AUP for Downloadable Software. Downloadable Software must receive approval by Company prior to use.

4.   Use of Email for Marketing Purposes

Email Marketing may only be utilised by You if its use complies with the Company’s AUP for Email Marketing.

5.   Use of Search for Marketing Purposes.

Search Engine Marketing may only be utilised by You if its use complies with Company’s AUP for Search Engine Marketing.

6.   Payment

  • You will be paid a “Base Fee,” which shall equal the total Commissions generated by the Event(s) specified in the applicable Program(s). The Base Fee shall be paid on a default schedule of fortyfive (45) days after the last day of a given calendar month for all the Events realized in that month providing the Company is in receipt of payment for the Events by the relative merchant. Any commissions not paid by the merchant shall be pursued for a period of 6 After this period any commissions owed to the affiliate where the merchant has not paid shall be ‘written off’. Invoices to affiliates are paid in full, therefore, any commissions due for campaigns that remain unpaid by the merchant shall not fall due until all Events on that invoice have been paid for in full by the merchants concerned up to a period of 3 months where invoices will be recalculated to remove the unpaid element of the invoice. All payments shall be based on actual figures as defined, accounted for and audited by Company and/or the applicable Merchant(s). All accounts will be paid in GBP (British Pounds)via wire transfer. No payment will be issued for an amount of less than £50. You will receive payment when Your account reaches the fifty pounds (£50.00) threshold.
  • Company keeps track of Events and associated Commissions via various tracking technologies including, but not limited to, the use of website integration tags included in the Creative, or otherwise (”Integration Tags”). In addition, Affiliates that display Creative on their Affiliate Websites shall allow Company to place a 1x1 tracking pixel on the homepage of each Affiliate Website displaying such Creative (”Pixel Tags” and together with the Integration Tags, ”Tags”). To ensure payment, You may not attempt in any way to interfere and/or alter the Tags or other data necessary for Company to measure the performance of Creative, calculate Commissions and Events and otherwise provide the Service (collectively, “Website Data”). Altering Website Data may jeopardize Your ability to be paid for

Events and is grounds for immediate termination of Your Affiliate account. Without limiting the generality of the foregoing, if You interfere with Website Data in any way, thereby disrupting or disabling Company’s tracking systems, Company has the right to cancel any applicable Commissions due for Events generated in connection with such Website Data. If there is any impairment of the Website Data not caused by You or any of Your Sub- Affiliates (as defined below), Company shall calculate Events based upon: (i) Your average monthly Events recorded by Company for the applicable Program, prorated for any shorter or longer period of time, where data is available to calculate a monthly average; or (ii) such amount that Company reasonably determines is due and owing, in its sole discretion.

7.   Termination

The Agreement shall commence upon Company’s acceptance of Your Affiliate application and remain in effect until terminated as set forth herein. The Agreement may be terminated by You upon three (3) days’ prior written notice to Company. The Agreement shall terminate immediately upon the dissolution or insolvency of either Party. Company reserves the right, in its sole and absolute discretion, to terminate a Program and/or remove any Creative and/or Offers at any time for any reason. Company also reserves the right to terminate the Agreement, as well as Your access to the Website, Service and/or any other Company Intellectual Property at any time with or without notice to You. Where Company decides, in its sole discretion, to provide You with termination notice, such notice will be sent via e-mail and will be effective immediately. Upon termination all legitimate moneys due to Affiliate that are actually collected from the applicable Merchant, even amounts below the Payment Threshold, will be paid during the next billing cycle. If Affiliate commits fraud in connection with the Service and/or any Program, or otherwise violates the Agreement, the Privacy Policy or any of the applicable AUP(s), then such payments otherwise due Affiliate shall be revoked, as determined solely by Company. The representations, warranties and obligations contained in Sections 2, 7, 9, 10, 11 and 12 hereof shall remain in full force and effect after termination of the Agreement. Other than in the case of Your breach of the Agreement, all payment obligations accruing prior to the date of termination shall survive until fully fulfilled.

8.   Representations and Warranties

You  represent and warrant that:

  1. You will not, nor knowingly permit any person to, use third party trademarks in any way to direct traffic to any Affiliate Websites or Merchant websites including, but not limited to, purchasing keywords from a search engine service provider that include the trademark, service mark and/or brand name, or any derivative of any such trademark, service mark or brand name, of Company, any Merchant and/or any of their respective affiliates or clients;
  2. Your Affiliate Websites and Affiliate E-mails are, and shall remain at all times during the term hereof, in compliance with all applicable foreign and local laws and shall not contain or promote, or link to another website that contains, libellous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content; SPAM;
  3. You will not post any messages to newsgroups, chat rooms, bulletin boards or any other places that mention specific Merchants or Programs unless You obtain the express prior written permission from Company; and
  4. You are not, nor are You acting on behalf of any person or entity that is, prohibited from engaging in transactions with UK or U.S. citizens, nationals or entities under applicable U.S. and UK law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control (”OFAC”). In addition, You are not, nor are You acting on behalf of any person or entity that is, a Specially Designated National (”SDN”), as OFAC may so designate from time to time
  5. You will be solely responsible for the development, operation and maintenance of the Affiliate Websites, Affiliate Databases and Affiliate E-mails and for any and all materials that appear therein. Such responsibilities include, without limitation: (i) the technical operation of the Affiliate Websites, Affiliate Databases, Affiliate E-mails and all related equipment; (ii) creating and posting content, descriptions and references on or through the Affiliate Websites and Affiliate E-mails; and (iii) the accuracy and propriety of materials posted on or through the Affiliate Websites and Affiliate      E-mails;
  6. Your execution, delivery and performance of the Agreement will not conflict with or violate: (i) any provision of law, rule or regulation to which You are subject; (ii) any order, judgment or decree applicable to You; (iii) any provision of Your corporate by-laws or certificate of incorporation, if applicable; or (iv) any agreement or other instrument applicable to You;
  7. You understand that Company does not represent, warrant, or make any specific or implied promises as to the successful  outcome of any Programs;
  8. If fraudulent activities are occurring, unbeknownst to You, through Your Affiliate Websites, Affiliate Databases and/or Affiliate E-mails and You are notified that fraudulent activities may be occurring, if You do not take all necessary action to stop such fraudulent activities from continuing, then You shall be responsible for all associated costs and legal fees resulting from these fraudulent activities; and
  9. You understand that if any errors or undesirable results occur in connection with recording or calculating Events, Commissions and associated payments due to no fault of Company, Company shall not be responsible for any associated losses.

9. Customer Information ”Non Disclosure”

As between Affiliate and Company, all information submitted by end-user customers (“Customer Information”) in connection with a Program shall be considered proprietary to and owned exclusively by Company. Such Customer Information shall be considered the confidential information of Company and may not be utilised or otherwise disclosed by You. Without limiting the generality of the foregoing, as well as the confidentiality obligations set forth herein, You agree that You: (i) will not transfer, export, display, forward or otherwise share data contained in the Customer Information to/with any third party; (ii) will not use the data contained in the Customer Information on Your own behalf in any manner not expressly authorized by Company; (iii) will not use the data contained in the Customer Information to create any interactive on-line, CD-ROM or other derivative product; (iv) will not publicly display the data contained in the Customer Information on the Internet; and (v) will notify Company as soon as You learn of any actual or suspected unauthorized use of or access to the data contained in the Customer Information and provide reasonable assistance to Company in the investigation and prosecution of any such unauthorized use or disclosure.

In addition, You acknowledge that all non-public information, data, reports and other Company Intellectual Property made available by Company hereunder or otherwise as part of the Service is proprietary to and owned by Company or, where applicable, the Merchant or third party providing such material. All Company Intellectual Property and other proprietary and confidential information of Company”’s Merchants and third party partners are protected by copyright, trademark and other intellectual property laws. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any Company Intellectual Property and other proprietary or confidential information of Company or its Merchants and third party partners in any manner. These non-disclosure obligations shall survive termination or expiration of the Agreement. Both Parties agree and acknowledge that if Affiliate violates its confidentiality obligations under the Agreement, it would result in serious and irreparable damage to Company and that a remedy at law for any such breach would be inadequate. Therefore, the Parties agree that in the event of a breach or threatened breach of these provisions by Affiliate, Company shall be entitled to: (a) injunctive relief without the requirement to post a bond; (b) liquidated damages in the amount of Thirty Thousand Pounds (£30,000.00); and (c) any other remedies that Company may have at law or in equity.