This Affiliate Program Agreement (the "Agreement") is made and effective from the date of submission of the contract
BETWEEN: [ viv Limited ] (the "Owner")
AND: [Influencer] (the “Recipient”), henceforth known as ‘the Affiliate’.
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
1. AFFILIATE PROGRAM REGISTRATION
To register for the Affiliate Program, the Recipient must complete and submit to viv Limited an Affiliate Program Application Form.
2. APPROVAL OR REJECTION OF AFFILIATE PROGRAM APPLICATION
viv Limited reserves the right to approve or reject any Affiliate Program Application in its sole and absolute discretion. The Recipient will have no legal recourse against the viv Limited for the rejection of the Recipient Affiliate Program Application.
3. REASONS FOR REJECTION
Without limiting the right to reject any application for any reason whatsoever in the viv Limited’s absolute discretion, the Recipient application will be rejected if it is non complete, if the Recipient’s web site contains images or content that is not acceptable to us or is inconsistent with the image that the viv Limited wishes to create in association with its web site, or if the Recipient’s web site contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the Recipient’s site contains any material that appears to Owner to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.
4. FINANCIAL CONTRACT
The Recipient will earn certain amount as commission when a sale is made through clicking on their website. This commission is solely dependent on the client of viv Limited. The Recipient will be informed of the commission if the client choses to disclose such information. The Recipient will receive their commission when the commission is above certain minimum amount. The Recipient will receive commission, by the end of next month.
5. NO REPRESENTATIONS REGARDING INCOME POTENTIAL
viv Limited makes no representations and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning potential from the Recipient affiliate status.
6. RESPONSIBILITY TO LINK TO THE OWNER’S SITE
a. As a Program Affiliate, the Recipient will have the obligations to place links on its site directing users to the viv Limited’s site. viv Limited will make available to the Recipient button links, text links, and banner advertisements to be placed on the Recipient’s web site which will direct users to Owner’s web site via hypertext link. As a Program Affiliate, the Recipient is given a limited term license, during the term of the Recipient active participation as a Program Affiliate, to utilize the viv Limited’s logo images provided to the Recipient on the web site that the Recipient designates in the Recipient Affiliate Program Application.
b. viv Limited makes available to its Affiliates, links, banners, and other information advertising its site to be used subject to the terms of this Agreement. These materials will contain its trademarks and other proprietary property. The Recipient may display these materials on the Recipient’s web site for the purpose of promoting the viv Limited’s site and participating in this Affiliate Program. If the Recipient discontinue the Affiliate Program or if the Recipient participation is terminated for any reason, the Recipient will immediately cease using these materials and will delete all such materials from its web site and from its computer. The Recipient must obtain viv Limited’s approval of all links to viv Limited’s site that the Recipient place on its web site. The Recipient will cooperate with viv Limited in the establishment and placement of links on the Recipient’s web site.
c. The Recipient will only be permitted to use the links that viv Limited provided to the Recipient on the web site that the Recipient designate in the Affiliate Program Application. Any additional web sites or entities will require additional submissions of Affiliate Program Applications and approval by viv Limited .
d. The Recipient will not modify the links or other materials that viv Limited provided to the Recipient or the placement of the links on the Recipient’s page. The Recipient consent to the Owner monitoring the Recipient’s web site to determine continued compliance with this Agreement.
e. The Recipient consent to viv Limited including information relative to traffic from the Recipient’s site in the viv Limited’s reports. This information may be provided to outside parties.
a. Commissions will be paid to the Recipient based upon a percentage of sales made to users who access the viv Limited’s site through the Recipient’s site. Commissions will be calculated based upon the sales price.
b. The percentages to be paid wavers depending on EACH different client. viv Limited reserves the right to change and amend the commission rate structure at any time, in sole discretion.
c. Commissions will only be paid on sales that are tracked through the viv Limited’s online tracking system and indicate the Recipient’s web site’s link as the source. There is no right to commissions if a user later returns to viv Limited’s site and makes a purchase through another link or source other than through the Recipient’s web site. The Recipient has no right to commissions based upon subsequent sales, even if the customer first arrived at viv Limited’s site through the link from the Recipient’s site. Commissions will only be tracked and paid when the user makes a purchase on the visit to viv Limited’s site from the link to its site on the Recipient’s site.
d. The Recipient has no right to commissions until the applicable customer has paid the Client in full.
e. Commissions will be paid as and when Recipient accumulates commission of minimum amount. Recipient will receive a commission by the 10th of the next month through bank transfer.
8. TRADEMARKS AND COPYRIGHTS
a. The Recipient will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that viv Limited provides to the Recipient for use solely on the home page that the Recipient designate in the Recipient Affiliate Program Application. The Recipient may only use the images that viv Limited specifically makes available to viv Limited’s Affiliate Members at the area of its web site that is specifically designated as approved images for Affiliate Program Members. The Recipient may not distribute, reproduce, modify, amend, these images in any way. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies viv Limited may create and amend from time to time regarding the Affiliate Program.
b. The Recipient will only use such items in the form, size, content, and appearance that viv Limited provided them to the Recipient. The Recipient is not permitted to modify them. The Recipient agrees to display these items prominently on its web site. These items may only be used in if they contain a hypertext link to the Owner’s web site. This license shall immediately terminate upon the termination from the Affiliate Program. The Owner may also terminate this license upon notice to the Recipient in the event that the Recipient’s use of these items is contrary to or does not conform with its standards, such standards to be determined in its sole and absolute discretion.
c. The Recipient is not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to the viv Limited or to any other party and which may appear on viv Limited’s web site.
The Recipient is responsible for all matters pertaining to the Recipient own web site including its development, maintenance, operation and placing links on the Recipient’s site in compliance with the terms of the Affiliate Program. The Recipient is completely responsible for all items that appear on its site and for assuring that such items do not infringe upon or violate the rights of any other party. viv Limited is not responsible for any matter pertaining to the Recipient’s site or the content thereof and the Recipient holds viv Limited harmless and indemnifies the Owner from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to the Recipient’s web site and business. Such indemnity includes viv Limited’s costs and attorney fees in defending any such matter. The Recipient represents and warrants to viv Limited that its site does not and will not contain any materials that are illegal and that the Recipient’s site is not operated for an illegal purpose or in an illegal manner.
10.REPRESENTATIONS AND WARRANTIES
The Recipient hereby represents and warrants to viv Limited to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. The Recipient’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.
The effectiveness of this Agreement shall not commence until the Recipient Affiliate Program Application is accepted by the Owner. The effectiveness hereof and binding effect shall occur upon viv Limited’s acceptance of the Recipient Affiliate Program Application. This Agreement shall remain in full force and effect until terminated by the Recipient or by viv Limited. Either viv Limited or the Recipient may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with this Agreement. Notices sent hereunder shall be via Email to the Recipient at the Email address indicated in the Recipient Affiliate Program Application. Any and all notices to the Recipient via Email at such address shall be deemed to be effective notice to the Recipient for all
The Recipient will forfeit all right to receive past commissions that may have accrued to the Recipient if this Agreement is terminated as a result of the Recipient failure to comply with the terms of this Agreement or any policies and procedures of Affiliate Program that may be established and amended by viv Limited in its discretion from time to time. If this Agreement is terminated for any other reason, the Recipient will have a right to receive its accrued commissions through the effective date of termination; provided, that if the Recipient total commissions due hereunder do not exceed [amount], such accrued commission shall be forfeited. viv Limited has the right to withhold final commission payments for sufficient time in order to assure that the amount paid to the Recipient is accurate and not subject to later adjustment for returns or any other reason. If following final payment viv Limited determines that the amount of commissions that the Recipient were paid was too high, as a result of subsequent returns or any other adjustment or reason, the differential shall be a debt from the Recipient to viv Limited and viv Limited shall have all legal right to receive a refund of such overpaid commission from the Recipient.
viv Limited reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and the terms and conditions of this Agreement upon notice to the Recipient. Notice of any changes may be given via Email to the Recipient or by posting such changes in the Affiliate Program sections of viv Limited’s web site. Such changes and modifications will take effect upon transmission of Email or posting on the Owner’s web site. The Recipient may terminate participation in the Affiliate Program in the event that any of these modifications are unacceptable to the Recipient and such termination shall be the Recipient sole and exclusive remedy. In the event that the Recipient continues to participate in the Affiliate Program following such modifications, the Recipient will be deemed by the Recipient continued participation to accept any and all such changes.
a. VIV LIMITED HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEB SITE OR TO ACCESS ITS WEB SITE USING THE LINK FROM THE RECIPIENT’S WEB SITE. FURTHERMORE, THE OWNER SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEB SITE, THE AFFILIATE PROGRAM, THE RECIPIENT PARTICIPATION IN THE AFFILIATE PROGRAM, THE RECIPIENT ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE OWNER’S COURSE OF DEALING OR USAGE OF TRADE. THE OWNER DOES NOT REPRESENT OR WARRANT THAT ITS WEB SITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS LINK TRACKING FEATURES, WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.
b. VIV LIMITED SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOSS PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER THE OWNER WAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.
In the event that any information is disclosed to the Recipient through the Recipient participation in the
Affiliate Program related in any way to the Owner company and business which viv Limited deem to be confidential and proprietary, the Recipient agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Recipient own purposes. Confidential information will include any information regarding viv Limited’s changes or modifications to this Agreement or this Affiliate Program (which the Owner shall have no obligation to make) or any special treatment that the Recipient may receive (which the Owner reserves the right to provide in its sole discretion to any affiliate). Confidential information shall also include any and all information related to viv limited’s business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which viv Limited considers to be confidential and proprietary.
The Recipient hereby indemnifies and holds viv Limited, and all of viv Limited stockholders, officers, directors, employees, contractors, affiliates, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that viv Limited may incur and which are based in whole or in part upon the Recipient participation in the Affiliate Program, any claims that any of the Recipient trademarks and other proprietary material infringe upon the rights of any other party, the Recipient breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Affiliate Program, or any claim related directly or indirectly to the Recipient use, operation or the content of the Recipient’s web site.
17. RELATIONSHIP OF THE PARTIES
The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant. The Recipient has no power or authority to bind viv Limited to any obligation, agreement, debt or liability. The Recipient shall not hold itself out as an agent or representative of the viv Limited.
Notices to viv Limited shall be by certified mail, return receipt requested addressed to the address contained in this Agreement, or such other address that viv Limited provide notice of to the Recipient via Email.
This Agreement is only for the benefit of the party that the Recipient list in the Affiliate Program Application. The Recipient shall have not right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
I have read the Terms and Conditions of this agreement and I agree to abide by the Terms and Conditions and Privacy Policies of this contract.
1. SCOPE OF AGREEMENT
Make sure that the registration and account information is true, accurate and complete. You are required to maintain the security of your password. You are requested to accept all responsibility for all activity that occurs under your user name.
3. BREACH OF CONTRACT
Breach or suspected breach of any of the above representations or warranties may result in immediate termination of your account or suspension of your account.
5. PERSONAL INFORMATION
Personal Information we or third parties collect. Personal Information you provide to us: We receive and store any information you enter on our Service or provide to us in any other way. The types of Personal Information collected may include your name, email address, phone number, birthday, Twitter and/or Facebook usernames, use information regarding your use of our Service, and browser information. We automatically receive your location when you use the Service. The Personal Information you provide is used for such purposes as allowing you to set up a user account and profile that can be used to interact with other users through the Service, improving the content of the Service, customizing the advertising and content you see, and communicating with you about specials and new features. We may also draw upon this Personal Information in order to adapt the Services of our community to your needs, to research the effectiveness of our network and Services, and to develop new tools for the community.
Information collected automatically: When you use the Service, Boost Influencer automatically receives and records information on our server logs from your browser or mobile platform, including your location, IP address, cookie information, and the page you requested. We treat this data as non-Personal Information, except where we are required to do otherwise under applicable law.
Boost Influencer only uses this data in aggregate form. We may provide aggregate information to our partners about how our users, collectively, use our Service, so that our partners may also understand how often people use their services and our Service. Connecting with an application or the Service: Boost Influencer may possibly receive your access data to application or other web services.