This Agreement contains the complete terms and conditions that apply to an
individual's or entity's participation in the INOVICA,Ltd Affiliates Program
(the "Program"). As used in this Agreement, "we" means Inovica
Ltd, and "you" means the applicant. "Site" means a World
Wide Web site and, depending on the context, refers either to SourceGuardian’s
site, located at the URL www.sourceguardian.com or www.phpguardian.com, or to
any site that you will link to our site (and which you will identify in your
Program application).
Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application
via our site. We will evaluate your application in good faith and will notify
you of your acceptance or rejection. We may reject your application if we determine
(in our sole discretion) that your site is unsuitable for the Program. Unsuitable
sites include those that:
o promote sexually explicit materials
o promote violence
o promote discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age
o promote illegal activities
o include "SourceGuardian", “PHPGuardian” or variations
or misspellings thereof in their domain names
o otherwise violate intellectual property rights
If we reject your application, you are welcome to reapply to the Program at
any time. You should also note that if we accept your application and your site
is thereafter determined (in our sole discretion) to be unsuitable for the Program,
we may terminate this Agreement.
Links on Your Site
Once you have been notified that your site has been accepted into the Program,
you may provide on your site links to the Site inside the following guidelines.
We will provide you with guidelines and graphical artwork to use in linking
to our home page. To permit accurate tracking, reporting, and referral fee accrual,
we will provide you with special "tagged" link formats to be used
in all links between your site and our site. You must ensure that each of the
links between your site and our site properly utilizes such special link formats.
Links to our site placed on your site pursuant to this Agreement and which properly
utilize such special link formats are referred to as "Special Links."
You will earn referral fees only with respect to activity on our site occurring
directly through Special Links; we will not be liable to you with respect to
any failure by you to use Special Links, including to the extent that such failure
may result in any reduction of amounts that would otherwise be paid to you pursuant
to this Agreement.
You acknowledge that, by participating in the Associates Program and placing
any of the above links within your site, Inovica Ltd may receive information
from or about visitors to your site or communications between your site and
those visitors. Your participation in the Inovica Ltd program constitutes your
specific and unconditional consent to and authorization for Inovica Ltd's access
to, receipt, storage, use, and disclosure of any and all such information, consistent
with the policies and procedures set forth in Inovica Ltd's Privacy Notice.
Order Processing
We will process Product orders placed by customers who follow Special Links
from your site to our site. We reserve the right to reject orders that do not
comply with any requirements that we may establish periodically. We will be
responsible for all aspects of order processing and fulfillment. Among other
things, we will prepare order forms, process payments, cancellations, and returns,
and handle customer service. We will track sales made to customers who purchase
Products by using Special Links from your site to our site and will make available
to you reports summarizing this sales activity. The form, content, and frequency
of the reports may vary from time to time in our discretion.
Referral Fees
We will pay you (in accordance with Sections 5 and 8 below) referral fees
on certain Product sales. For a Product sale to be eligible to earn a referral
fee, the customer must click-through a Special Link from your site to our site,
and purchase the product during the session. The session ends upon one of the
following events: (a) 365 days elapse from the customer's initial click-through,
(b) the customer orders the Product, or (c) the customer follows a third party's
Special Link (d) the customer removes any cookie or tracking device set by the
browser that no longer enables us to identify their origin. We will only pay
referral fees on such Products after order, payment and shipping have occurred.
You may not purchase products during sessions initiated through the links on
your site for your own use, for resale or commercial use of any kind. This includes
orders for customers or on behalf of customers or orders for products to be
used by you or your friends, relatives, or associates in any manner. Such purchases
may result (in our sole discretion) in the withholding of referral fees or the
termination of this Agreement. Products that are eligible to earn referral fees
under the rules set forth above are referred to as "Qualifying Products."
In addition, you may not: (a) directly or indirectly offer any person or entity
any consideration or incentive (including, without limitation, payment of money
(including any rebate), or granting of any discount or other benefit) for using
Special Links on your site to access our site (e.g., by implementing any "rewards"
program for persons or entities who use Special Links on your site to access
our site); (b) post any Special Links on any Web site or other platform that
is accessible through any Internet Access Appliance; (c) read, intercept, record,
redirect, interpret, or fill in the contents of any electronic form or other
materials submitted to us by any person or entity; (d) in any way modify, redirect,
suppress, or substitute the operation of any button, link, or other interactive
feature of our site; (e) make any orders or subscription requests, or engage
in other transactions of any kind on our site on behalf of any third party,
or authorize, assist, or encourage any other person or entity to do so; (f)
take any action that could reasonably cause any customer confusion as to our
relationship with you, or as to the site on which any functions or transactions
(e.g., search, order, browse, and so on) are occurring; or (g) post or serve
any advertisements or promotional content around or in conjunction with the
display of our site (e.g., through any "framing" technique or technology
or pop-up windows), or assist, authorize, or encourage any third party to take
any such action. If we determine, in our sole discretion, that you have engaged
in any of the foregoing activities, we may (without limiting any other rights
or remedies available to us) withhold any referral fees otherwise payable to
you under this Agreement and/or terminate this Agreement.
Referral Fee Schedule
You will earn referral fees based on Qualifying Revenues according to referral
fee schedules to be established by us. "Qualifying Revenues" are revenues
derived by us from our sales of Qualifying Products, excluding costs for shipping,
handling, taxes, service charges, credit card processing fees, returns and bad
debt. The current referral fee schedule is:
20% of PRE-TAX SALES PRICE per completed sale.
Referral Fee Payment
We will pay you referral fees on a quarterly basis. Approximately 30 days following
the end of each month, we will send you payment via PayPal. It is your responsibility
to manage your PayPal membership and process the payments correctly. However,
if the referral fees payable to you for any payment period are less than £100,
we will hold payment until the total amount due is at least £100 or (if earlier)
until this Agreement is terminated. In calculating referral fees, we will deduct
the corresponding referral fee from your next quarterly payment if a Product
that generated a referral fee is returned by the customer. If there is no subsequent
payment, we will send you a bill for the referral fee.
Policies and Pricing
Customers who buy products through this Program will be deemed to be customers
of Inovica Ltd. Accordingly, all Inovica Ltd rules, policies, and operating
procedures concerning customer orders, customer service, and product sales will
apply to those customers. We may change our policies and operating procedures
at any time. For example, we will determine the prices to be charged for products
sold under this Program in accordance with our own pricing policies. Product
prices and availability may vary from time to time. We will use commercially
reasonable efforts to present accurate information, but we cannot guarantee
the availability or price of any particular product.
Identifying Yourself as an Associate
You may not issue any press release with respect to this Agreement or your
participation in the Program; such action may result in your termination from
the Program. We will make available to you a small graphic image that identifies
your site as a Program participant. You must display this logo or the phrase
"In association with Inovica Ltd" or “In association with SourceGuardian”
somewhere on your site. We may modify the text or graphic image of this notice
from time to time. In addition, you may not in any manner misrepresent or embellish
the relationship between us and you, or express or imply any relationship or
affiliation between us and you or any other person or entity except as expressly
permitted by this Agreement (including by expressing or implying that Inovica
Ltd supports, sponsors, endorses, or contributes money to any charity or other
cause).
Limited License
We grant you a nonexclusive, revocable right to use the graphic image and text
described in Section 10 and such other text or images for which we grant express
permission, solely for the purpose of identifying your site as a Program participant
and to assist in generating Product sales. You may not modify the graphic image
or text, or any other of our images, in any way. We reserve all of our rights
in the graphic image and text, any other images, our trade names and trademarks,
and all other intellectual property rights. You agree to follow our Trademark
Guidelines, as those guidelines may change from time to time. We may revoke
your license at any time by giving you written notice.
Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance
of your site and for all materials that appear on your site. For example, you
will be solely responsible for:
o the technical operation of your site and all related equipment
o creating and posting Product descriptions on your site and linking those descriptions
to our catalog
o the accuracy and appropriateness of materials posted on your site (including,
among other things, all Product-related materials)
o ensuring that materials posted on your site do not violate or infringe upon
the rights of any third party (including, for example, copyrights, trademarks,
privacy, or other personal or proprietary rights)
o ensuring that materials posted on your site are not libelous or otherwise
illegal
o ensuring that your site accurately and adequately discloses, either through
a privacy policy or otherwise, how you collect, use, store, and disclose data
collected from visitors, including, where applicable, that third parties (including
advertisers) may serve content and/or advertisements and collect information
directly from visitors and may place or recognize cookies on visitors' browsers.
We disclaim all liability for these matters. Further, you will indemnify and
hold us harmless from all claims, damages, and expenses (including, without
limitation, attorneys' fees) relating to the development, operation, maintenance,
and contents of your site.
Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application
and will end when terminated by either party. Either you or we may terminate
this Agreement at any time, with or without cause, by giving the other party
written notice of termination. Upon the termination of this Agreement for any
reason, you will immediately cease use of, and remove from your site, all links
to our site, and all Inovica Ltd trademarks, trade dress, and logos, and all
other materials provided by or on behalf of us to you pursuant hereto or in
connection with the Program. You are eligible to earn referral fees only on
our sales of Qualifying Products that occur during the term, and referral fees
earned through the date of termination will remain payable only if the related
orders are not canceled or returned. We may withhold your final payment for
a reasonable time to ensure that the correct amount is paid.
Modification
We may modify any of the terms and conditions contained in this Agreement,
at any time and in our sole discretion, by posting a change notice or a new
agreement on our site. Modifications may include, for example, changes in the
scope of available referral fees, referral fee schedules, payment procedures,
and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE
IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM
FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE
BINDING ACCEPTANCE OF THE CHANGE.
Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will
create any partnership, joint venture, agency, franchise, sales representative,
or employment relationship between the parties. 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 site or otherwise, that reasonably would contradict
anything in this Section.
Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any
loss of revenue, profits, or data) arising in connection with this Agreement
or the Program, even if we have been advised of the possibility of such damages.
Further, our aggregate liability arising with respect to this Agreement and
the Program will not exceed the total referral fees paid or payable to you under
this Agreement.
Disclaimers
We make no express or implied warranties or representations with respect to
the Program or any products sold through the Program (including, without limitation,
warranties of fitness, merchantability, noninfringement, or any implied warranties
arising out of a course of performance, dealing, or trade usage). In addition,
we make no representation that the operation of our site will be uninterrupted
or error-free, and we will not be liable for the consequences of any interruptions
or errors.
Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS
AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY)
SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN
THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR
WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING
IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT
OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Arbitration
Any dispute relating in any way to this Agreement (including any actual or
alleged breach hereof), any transactions or activities under this Agreement
or your relationship with us or any of our affiliates shall be submitted to
confidential arbitration in London,UK, except that, to the extent you have in
any manner violated or threatened to violate our intellectual property rights,
we may seek injunctive or other appropriate relief in any court in the United
Kingdom (and you consent to non-exclusive jurisdiction and venue in such courts)
or any other court of competent jurisdiction. Arbitration under this agreement
shall be conducted under the rules then prevailing of the United Kingdom Arbitration
Association. The arbitrator's award shall be binding and may be entered as a
judgment in any court of competent jurisdiction. To the fullest extent permitted
by applicable law, no arbitration under this Agreement shall be joined to an
arbitration involving any other party subject to this Agreement, whether through
class arbitration proceedings or otherwise.
Miscellaneous
This Agreement will be governed by the laws of the United Kingdom, without
reference to rules governing choice of laws. You may not assign this Agreement,
by operation of law or otherwise, without our prior written consent. Subject
to that restriction, this Agreement will be binding on, inure to the benefit
of, and be enforceable against the parties and their respective successors and
assigns. Our failure to enforce your strict performance of any provision of
this Agreement will not constitute a waiver of our right to subsequently enforce
such provision or any other provision of this Agreement.
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