VIP Affiliate Network
Terms and Conditions
Last updated: October 12, 2015
Please read these Terms and Conditions (“Terms”) carefully before submitting an application to use the www.vipaffiliatenetwork.com website (the “Service”) operated by VIP Affiliate Network (the “Application”).
These Terms and Conditions form a legally enforceable contract between VIP Affiliate Network Ltd. (“VIPAN”, “we” “our” or “us”) and the legal entity or person named in the application (“you” or “your”) (the “Agreement”). By accessing or using the Service you agree to be bound by these Agreement. If you do not want to be bound by the Agreement, or If you disagree with any part of the Terms, you must not submit an Application to use the Service.
- The Network
1.1 We operate an affiliate on-line marketing network (the “Network”), which enables website publishers like you (“Affiliates”) to promote online retailers (“Merchants”) and their products in return for a commission.
1.2 Once you submit your Application, we will consider it and let you know if it has been accepted or rejected. The decision whether an Application is accepted or not is entirely at our discretion; however, we will endeavour to explain any reason why your Application has been rejected. If your Application is accepted, you will become an Affiliate. If your application is rejected, the Agreement will terminate immediately.
2.1 When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
2.2 You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password.
2.3 You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
- Participation in the Network
3.1 As an Affiliate, you can participate in the Network and promote Merchants and their products by logging into our intranet for Affiliates and Merchants (the “Intranet”).
We will provide you with more information about the Intranet and how to use it if your application is accepted.
3.2 As an Affiliate, you will be given access to hyperlinks to the websites of Merchants (“Merchant Links”). You will also be given access to the promotional materials and trademarks of Merchants (together with the Merchant Links, the “Materials”). As long as you comply with the Terms of this Agreement, and any terms of a particular Merchant, you can place the Materials wherever you like
on your own website.
3.3 Third-party websites or services are not owned or controlled by VIP Affiliate Network. VIP Affiliate Network has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You further acknowledge and agree that VIP Affiliate Network shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.
4.1 A “Transaction” is made when a visitor to your website (“Visitor”) clicks on a Merchant Link and is directed to the Merchant’s website where they buy something.
4.2 If a Visitor clicks on a Merchant Link and does not buy anything from the Merchant, but then subsequently returns to the Merchant’s website directly and buys something, this may still count as a Transaction. This will depend on whether:
(a) another Affiliate has more recently directed that Visitor to that Merchant’s website; and
(b) how much time has passed since you directed that Visitor to that Merchant’s website.
4.3 In some cases, a Transaction will also be made when a Visitor clicks on a Merchant Link and is directed to the Merchant’s website where they take some other action, like filling in a form.
4.4 You will earn commission for any Transactions which are validated by the Merchant. This means the Merchant has told us that, for example, the Transaction was not generated illegitimately and the item purchased has not been returned. It is up to the Merchant to decide whether or not a
Transaction is valid. If you do not agree with a Merchant’s criteria for validation, you should deal with other Merchants instead.
4.5 If you are paid any commissions for Transactions which are not valid, or should not be valid, or which have been paid by accident, you must return those commissions to us as soon as you become aware that they should not have been paid.
- Intellectual property rights
5.1 As an Affiliate, you will need permission to use the Materials. As part of this Agreement, you are granted permission to use to the Materials in the form of a non-exclusive sublicense. This sublicense is subject to the following conditions:
- you will not claim or receive any right to use the Materials other than the permission set out in this Agreement and you will never claim ownership of the Materials;
- unless we give you our prior written consent, you cannot sublicense, sell or transfer the Materials to anyone else. You must not let anyone else use the Materials other than your own employees, exclusively to carry out the purpose of this Agreement, in which case you must take all the necessary measures to assure your employees comply with the Terms of this Agreement; and,
- you must only use the Materials on your website in your capacity as an Affiliate in accordance with the Terms of this Agreement.
5.2 You acknowledge the above sublicense does not constitute any kind of assignment of ownership to you of any of the Materials.
5.3 You will not infringe any of our intellectual property rights or the intellectual property
rights of any Merchant or any third party.
5.4 You will not use any domain name which is confusingly similar to the domain name of
any Merchant’s website.
5.5 You will not use or attempt to register any trademarks or trade names that are confusingly similar to any trademarks owned or used by us or any Merchant.
- Affiliate obligations
6.1 You will act ethically and reasonably at all times. You will not provide us with any information which is inaccurate, incomplete or misleading.
6.2 If we request, you will provide us with sufficient information about your business practices to enable us to evaluate your suitability as an Affiliate.
6.3 You must notify us immediately if you become aware, or suspect, any abuses or potential abuses of the Network.
6.4 You will not hyperlink your website to any of our websites without our approval.
6.5 You must notify us if your website is no longer active or if your website becomes owned by anyone else.
6.6 You will ensure that your websites do not reflect unfavourably on us or any Merchant. Your website must be in keeping with the image presented by the Merchants you promote. You are responsible for the quality and origin of the Visitors you direct to Merchant’s websites.
6.7 You will not cause or attempt to (a) manipulate or subvert the operation of Network, the Intranet, any of our websites or any Merchant’s websites; (b) interfere with any system for tracking Visitors or Transactions, or for paying commissions; and, (c) cause any commissions to be paid to you other than in respect of bona fide and validated Transactions.
Websites or automatic Cookie dropping.
6.9 You will immediately provide us with information on the origins of all Visitors you direct
to Merchant’s websites (“Traffic Data”) if we ask. You will be responsible if any Traffic Data you provide is inaccurate, incomplete or misleading even if service providers help you to operate your website or to direct Visitors to Merchant’s websites. You will immediately notify us if you become
aware that we have received Traffic Data which is inaccurate, incomplete or misleading.
6.10 You will not use any information gained under this Agreement or in your capacity
as an Affiliate to solicit any Merchants without our prior written approval.
- Merchant terms
Occasionally, a Merchant may apply particular terms and conditions to how it deals with Affiliates. You must comply with the particular terms of any Merchant you deal with. If you do not wish to comply with those terms, you should deal with different Merchants instead.
8.3 When you provide information about Cookies to users of your website, you must also
inform them that:
- you are placing Cookies on our behalf and provide them information about those Cookies; and;
8.4 When you get the consent of the users of your website to Cookies, you must also get the consent of that user to the Cookies set out above.
- Data protection
9.1 Capitalised phrases used in this paragraph 9 have the meanings attributed to them in the Data Protection Act 1998 (the “DPA”).
9.2 You must comply with the DPA. If you act as our Data Processor, you will:
- only Process Personal Data in accordance with our explicit instructions;
- take appropriate technical and organisational measures against:
- the unauthorised or unlawful processing of Personal Data; and
- the accidental loss or damage to Personal Data; as necessary to ensure our compliance with the seventh data protection principle of the DPA; and
- notify us immediately if:
- you suspect any Personal Data Processed under the Agreement has been lost, destroyed or corrupted, or if you suspect any Personal Data has been Processed in breach of the DPA;
- you become aware of any complaint (or possible complaint) about the Processing of Personal Data under the Agreement;
- a Data Subject requests disclosure of his or her Personal Data; or
- not transfer the Personal Data outside the European Economic Area without our prior written consent.
- Commissions and payment
10.1 Merchants will use the Intranet to set out how much commission is paid for each validated Transaction. Merchants are free to decide how much commission they will pay for each validated Transaction.
10.2 If you are due to be paid commissions, we will issue you with a monthly statement of the total amount of commission to which you are entitled. The statements we provide are definitive when it comes to determining what commissions have been earned.
10.3 Once you have received the statement you will need to send and invoice so we can process the payment of the commission of the corresponding month.
10.3 We will pay any commissions owed to you within 30 days following our receipt of your corresponding invoice.
10.4 Commissions will be paid to you in the currency in which the respective Transaction was tracked.
10.5 You acknowledge that we cannot pay you any commissions until we are paid first by the relevant Merchant.
10.6 If we suspect you have generated commissions in breach of this Agreement you will be asked to clarify that situation within 10 days. If after that period of time you didn’t prove those commissions where generated without breach to the Terms of this Agreement you will be obliged to repay to us those commissions within two weeks after being notified by us of such situation.
- Representations and warranties
11.1 By entering this Agreement, you warrant that:
- you have full power, capacity and authority to enter into this Agreement;
- you are and will be responsible for compliance with all applicable laws, rules and regulations related to your website and the performance of your obligations under this Agreement;
- you are solely responsible for your website, including:
- its development, maintenance and operation;
- any of its content;
- any technologies its uses; and
- the means by which Visitors and other users access it.
- any information on your website regarding goods and services for sale by any Merchant, including pricing, discounts, promotions and description is (so far as you are aware) accurate, up to date, complete and not misleading;
- you own or have the right to use any content on your website and none of that content infringes the intellectual property rights of any third party; and
- you will not do anything or omit to do anything which would cause us to be in breach of our own obligations under the DPA or the Regulations.
11.2 You agree to defend, indemnify and hold harmless VIP Affiliate Network and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, by you or any person using your account and password, or b) a breach of these Terms.
- Disclosure of information and confidentiality
12.1 To carry out the purpose of this Agreement, either you or us will be sharing (the “Disclosing Party”) Confidential Information with each other (the “Receiving Party”); therefore, either you or us could be a Receiving Party at any time, for the purposes of this Section 12 and the following paragraphs.
12.2 For the purpose of this Agreement, the Receiving Party, its shareholders, directors, officers, employees, agents or advisors (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors), affiliates or subsidiaries (hereinafter collectively referred to as “Representatives”), agree to treat all information concerning the Disclosing Party (whether prepared by the Disclosing Party or its Representatives), which has been or will be disclosed to the Receiving Party or its Representatives by or on behalf of the Disclosing Party (herein collectively referred to as the “Confidential Information”) in accordance with the provisions of this Agreement, and to take or abstain from taking certain other actions hereinafter set forth.
12.3 The Confidential Information refers to any and all the information which is disclosed, transferred or divulged by the Disclosing Party to the Receiving Party by written, oral, magnetic drivers, recordings, electronic or other methods, through determined designs, software, data, prototypes, business plans, market analysis, communication systems, studies, technologies and any other technical, economical or business information, including Intellectual Property and any other information of a creative, technical, engineering, operational, financial, strategic, or economic nature, related to the commercial relations sustained between the Parties, that are of exclusive and continue property of the Disclosing Party. Confidential Information includes the existence of this Agreement, the Materials and the nature of the activity hereunder.
12.4 The Receiving Party agrees to abstain to duplicate or reveal partially or totally the Confidential Information to any third party, except of those Representatives who have a need to know it because of their activities inherent to the purpose of this Agreement. For such reason, the Receiving Party will maintain a list with the names of all the people who will have access to the Confidential Information and who must be bound by a written agreement, enforceable by the Receiving Party, to protect the confidentiality of such Confidential Information, and will be bound by the Terms hereof to the same extent as if they were Parties hereto. The Receiving Party will not disclose the Confidential Information, or allow the Confidential Information to be disclosed, to any third party or use the Confidential Information other than to carry out the purpose of this Agreement.
12.5 Neither this Agreement nor the supply of any information grants the Receiving Party any licence, interest or right in respect of any intellectual property rights of the Disclosing Party except the right to copy the Confidential Information solely to carry out their activities inherent to the purpose of this Agreement.
12.6 With respect to the above, it will not be considered Confidential Information, the information that:
- Has been independently developed; or that has been on possession by Receiving Party before receiving it from Disclosing Party;
- Has become or becomes of public knowledge or is evident for a technician in the subject, other than by violation of this Agreement by the Receiving Party;
- Receiving Party has legally obtained such information from a third party, without the duty to maintain such information confidential;
- It is disclosed by Law disposition to the competent authority that requires it, as long as the Disclosing Party was duly notified by Receiving Party about such requirement, in order for the Disclosing Party to have the opportunity to file a legal defence to protect the Confidential Information. The Receiving Party or its Representative may, without, liability hereunder, disclose only that portion of the Confidential Information which is legally required to be disclosed, provided that Receiving Party shall exercises its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the Disclosing Party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information by such tribunal; and
- Has been disclosed by the Receiving Party, with previous written consent by the Disclosing Party.
- Your information
Once you become an Affiliate, we will not publish your name or any of the information you have provide us on our website, in the understanding that such information will reasonably be treated as Confidential Information according the Terms of this Agreement.
- Disclaimer and limitation of liability
14.1 Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
VIP Affiliate Network, its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
14.2 In no event shall VIP Affiliate Network, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
14.3 Subject to paragraph 14.4, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance of this Agreement shall be limited to the amount of the commissions actually paid to you under this Agreement in the twelve (12) months before the date on which such claim arises.
14.4 We are not limiting any of our liability for death or personal injury, or for liability incurred as a result of fraud or fraudulent misrepresentation.
- Reservation of rights
15.1 We may suspend or discontinue the Service or any software we provide to you, in which case will terminate or suspend your account immediately, without any liability.
15.2 If a Visitor is directed to a Merchant’s website, but that website is no longer operating, we could direct such Visitor to another website. This might mean you would earn a different commission. You will be notified accordingly if such situation presents itself.
15.3 If you are in breach of this Agreement we may take one or some of the following actions:
- suspend you from the Intranet and/or the Network;
- remove or disable any Merchant Links placed on any of your websites; and
- withhold payment of any commissions held to your account.
15.4 Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
15.5 We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 15 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using the service.
- Term and termination
16.1 The term of this Agreement begins at the moment you submit an Application and it will stay in force until it is terminated in accordance with these Terms
16.2 Either you or us can terminate this Agreement at any time. Upon termination, your right to use the Service will immediately cease. If you wish to terminate your account, you may simply discontinue using the Service. Any discontinue of use for more than three (3) months will be considered as termination of this Agreement.
16.3 If this Agreement is terminated, neither party will be obligated to indemnify the other party for any losses or costs which could result from such termination.
16.4 If this Agreement is terminated for any reason all rights and liabilities which exist before the date of termination shall not be affected.
16.5 All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
16.6 Upon termination of this Agreement, all licences granted will terminate and you must immediately stop using any/all the Materials.
16.7 You acknowledge you will not receive any commissions which could be generated after the date of termination of this Agreement.
Notices under this agreement must be given in writing and sent to:
To us: firstname.lastname@example.org
To you: the address and contact details and email address specified in your application.
18.1 This Agreement will be interpreted so as to give effect to the intention of the parties and the spirit of the Agreement when taken as a whole.
18.2 In this Agreement, where any items are listed or given as examples, the list and examples are not definitive. Therefore, items similar to the listed items or examples may also be included. Where we use the singular tense in this Agreement, we are also referring to the plural tense (and vice versa). When we refer to an individual, we are also referring to companies and other incorporations.
18.3 This Agreement is personal to you. You may not assign or transfer any of your rights or obligations unless we agree in writing. We can assign or transfer any of our rights or obligations provided we give you prior written notice.
18.4 If you ever owe us money, for any reason in relation with this Agreement, we may deduct that money from any commissions we owe you.
18.5 Neither party will be liable under the Agreement if it is prevented from performing its obligations by any circumstance beyond its reasonable control.
18.6 This Agreement will not constitute a partnership or joint venture of any kind between you and us, nor will it constitute any party the agent of another party for any purpose. You have no authority to bind us and we have no authority to bind you.
18.7 Third parties don’t have any rights under this Agreement.
18.8 These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
18.9 You and we irrevocably agree that the courts of England and Wales will have exclusive jurisdiction to settle any dispute that arises out of this Agreement. The Agreement and any dispute arising out of it shall be governed by the law of England and Wales.