|Conversion action||Online purchase with processed valid payment|
|Cookie days||14 day(s)|
|Commission type||Percent of Sale|
|Additional terms||Commission payment will be made by the 5th of the following month (i.e. all commission payable for the transactions in March will be paid by 5th April). Please allow up to 14 days for commission in approval to be updated for payment. All commissions will be paid via a Paypal registered email address.|
Ange Gardien Paris is a beauty brand founded on a spirit of excellence and enjoyment of life’s pleasures. Inspired by French C’est La Vie, Ange Gardien Paris products let you experience joie-de-vivre through an unflinching commitment to quality and designed with a modern French flair.Right from the start, we pair ourselves with experienced creative artisans, brilliant formulators and visionary innovators based in the capitals of beauty innovation around the world. Never stopping until a voila is exclaimed, we harness the best and infuse it with our savoir-faire to create decidedly French creations for your everyday delight.
This Publisher Membership Agreement will govern your
participation on the Ange Gardien Paris Affiliate Program Network (the
“Network”). By clicking the “Accept” or
similar acceptance box in any other language, you agree that the effective date
of this Agreement is the date on which you click “Accept”. To print a copy of
this Agreement, please use your browsers print command. PLEASE BE ADVISED THAT YOU SHOULD NOT CLICK
AND ACCEPT THIS AGREEMENT ON BEHALF OF AN ENTITY UNLESS YOU HAVE BEEN
AUTHORIZED TO BIND THAT ENTITY TO THE TERMS OF THIS AGREEMENT.
PLEASE BE ADVISED THAT THIS AGREEMENT IS SUPPLEMENTED BY
SUPPLEMENTS ATTACHED HERETO AS APPENDICES 1 THROUGH 4 and the GDPR
Addendum. PLEASE CAREFULLY REVIEW ALL
PUBLISHER MEMBERSHIP AGREEMENT
This Publisher Membership Agreement is between you (“you”) and SGCE
International Group Pte Ltd (the “Supplier”), a limited liability company
organized and existing under the laws of Republic of Singapore.
If you have registered for or on behalf of an entity you are
deemed to have accepted this Agreement on behalf of that entity.
In consideration of the mutual covenants and agreements
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, agree as follows:
1. Joining the Network
To use (or continue to use) the Network as a Network Publisher, you must provide Supplier with
truthful, accurate and complete registration information. If any such
information changes, you must immediately update your registration information.
1.2. Accurate Registration Information.
Supplier has the right to verify the truth and accuracy of any registration information at
any time. Please be advised that if any information is determined by Supplier
to be misleading, inaccurate or untruthful, Supplier may restrict, deny or
terminate your account and/or your access and use of any materials offer by the
To join the Network, you must be either an entity or an individual who is at least 18 years
old and must provide at your expense your own computer equipment and internet
1.4. USE OF THE NETWORK.
IF YOU HAVE REGISTERED IN YOUR PERSONAL CAPACITY, YOU HEREBY ACKNOWLEDGE THAT SERVICES MADE AVAILABLE BY SUPPLIER TO NETWORK PUBLISHERS ARE PROVIDED FREE OF CHARGE AND SOLELY FOR THE
PURPOSE OF FACILITATING BUSINESS TRANSACTIONS AND YOU AGREE THAT YOU WILL ONLY
USE THE NETWORK SOLELY FOR THE PURPOSE OF FACILITATING BUSINESS TRANSACTIONS
FOR YOUR BUSINESS AND FOR NO OTHER PURPOSE.
YOU FURTHER AGREE THAT WHEN USING THE NETWORK, YOU ARE ENGAGED IN
BUSINESS ACTIVITY AND ARE NOT ACTING AS A CONSUMER.
2. Defined Terms
2.1. The following terms have the meanings indicated:
“Content” means information, data, text, documents, software,
music, sound, photographs, graphics and video.
A “corporate affiliate” of a person is any other person that,
directly or indirectly, controls such person, is controlled by such person, or
is under common control with such person, with “control” meaning the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person.
An “end user” means an actual or potential consumer, customer or
other natural person.
“Engagement” means any type of agreement or arrangement between
you and a Network, or in some cases, an agreement or arrangement between you
and Supplier acting on its own behalf, that can be initiated or performed on or
in relation to the internet, including affiliate marketing, performance based
linking and online-to-offline tracking of tracked activities. A “Direct Engagement” refers to those
instances in which the Engagement is directly between you and Supplier, acting
on its own behalf.
An “entity” means a sole proprietorship, corporation,
partnership, limited liability company, trust, government agency or
instrumentality or other entity recognized by law as a legal person separate
from its owners.
The words “include,” “includes” and “including” shall be deemed
to be followed by the phrase “without limitation.”
“Intellectual Property Rights” means technology, templates,
designs, Sites, domains, methodologies, processes, names, strategies, marks,
logos, Content, documentation, training manuals, and other materials, as well
as any and all patent, trade secret, trademark, copyright, moral rights,
database rights and other intellectual property and proprietary rights, whether
or not registered, therein and thereto.
A “link” means any software, software code, programming or other
technology or method (or any combination of the foregoing) that (a) creates a
hyperlink between two Sites, or (b) otherwise causes a Web enabled device to
display to its user a “banner,” “button,” text-mention, word, phrase, logo or
other textual or graphical material that, when activated by an end user,
results in another Site being served to such person or such person being able
to electronically access, receive or obtain Content, products, services or
other offerings from the linked Site.
“Network” means the online affiliate marketing network operated
The phrase “provided by Supplier” or “Supplier-provided” shall,
when used in relation to tools, services, resources or other offerings,
encompass the provision thereof by Supplier or Supplier Related Parties.
“Network Publisher” means a person that participates in the
Network and, through such participation and use of the appropriate Offerings,
desires or makes itself available to be recruited or to enter into Engagements
to display, distribute or place Qualifying Links for compensation.
“Network Publisher Account Area” means the Network Webpage(s) or
other area of the Supplier Site having the URL designated from time to time by
Supplier for use by Network Publishers for the purpose of facilitating
formation of qualifying links, accessing reports and otherwise participating in
“Offerings” means offerings provided by Supplier or any Supplier
Related Parties in the form of technology, software, reports and databases,
customer support, account management and other client services, symposia,
summits and other educational and networking events, as well as any other
tools, services, and other resources that may be provided or otherwise made
available from time to time.
A “person” is to be broadly construed and includes any natural
person or entity.
“Personal Data” shall have the meaning ascribed to the terms
“personally identifiable information,” “personal information,” “personal data”
or any equivalent term under applicable Data Protection Laws but is limited to
Personal Data processed under the terms of this Agreement.
“Platform Data” means all data and statistics associated or
generated in connection with the Network or Offerings, but excluding any data
provided directly by you.
“Prohibited Activity” means any of the following activities: (a)
discrimination on the basis of race, ethnicity, gender, religion, sexual
orientation, age or disability or any other unlawful basis under applicable
law; (b) libelous, defamatory, threatening, harassing, tortious, or similarly abusive
activities; (c) obscene, pornographic, sexually explicit or similar activities;
(d) illegal gambling; (e) sale, export or use of illegal substances; (f)
terrorism, sedition or other illegal activities; (g) offering of any MP3, MPEG
and/or other proprietary materials for download, sale or otherwise, in any case
without the permission of the owner of the Intellectual Property Rights or
otherwise infringing the Intellectual Property Rights of any third party (h) a
conflict or violation of any law, rule, regulation, self-regulatory principles,
person or entity; (i) harm to minors in any way; or (j) fraudulent activities
or impersonation of any person, including any Supplier (or Supplier Related
Parties) representative, or misrepresentation of affiliation with any person.
A “Qualifying Link” means any type or format of link that is
provided or authorized by Supplier to be displayed, distributed or placed on or
by a Site pursuant to an Engagement and which, through addition and/or use of
any technology and/or methodology, can be tracked so that such Supplier can
monitor the impressions, click-throughs and/or other tracked activities
achieved by the display, distribution and/or placement of such link. The term
“Qualifying Link” shall also refer to any equivalent link, mechanism or
technology that, upon being activated, causes the same result as clicking on a
“Supplier Site” means, as the context requires, either (a) one
or more Web pages, database, computer files, emails, scripts, software or other
application, or other destination, together with supporting files and
programming, that are on, provided, or accessible through the Web or works on
or in relation to the Web, or (b) a person owning or operating any such Site,
or (c) both. A person that owns or
operates a Site may have offline businesses which would not preclude it from
being a Site for the purposes of this Agreement.
“Supplier Related Parties” means the corporate affiliates and
contractors, licensors, licensees and suppliers of each Supplier Service
A “tracked activity” means any type of pre-agreed or predefined
activity or result that is sought by the Supplier in relation to a Qualifying
Link. The kinds of tracked activities that the Supplier may seek to complete
through such arrangements may include, by way of example, the serving of an
image, impressions, click-throughs, the sale of products or services, the
downloading of software, files or other items, the completion of an
application, registration or other form, the opening of an account, membership
enrollment, the printing of a coupon (for offline redemption) or any other kind
of action, transaction or activity that can be tracked and reported upon.
“Web” or “internet” or “online” means the global computer
network currently referred to as the internet, including the World Wide Web,
and any and all successor networks, irrespective of what wired, wireless or
otherwise connected device, platform or technology is used to access it.
3. Relationship of the Parties
In addition to and without limiting your obligations under this
Agreement, your participation in the Network will require that you enter into
Engagements. In such event, the terms and conditions of the relevant Engagement
will govern your relationship with the contracting party, including your use of
the Qualifying Links associated with that Engagement, the tracked activities
sought, the compensation that might become payable, and any limitations or
restrictions that may apply to your promotion of a Network.
Subject to the terms and conditions in this Agreement, you have joined the Network as Network
Publisher and may use the Offerings made available to Network Publishers. Your participation is purely voluntarily, and
you may terminate your participation at any time. Supplier shall be construed
or deemed as having solicited, requested or procured you or your services to
promote Supplier or its respective trade or business, or goods, products,
property, or services.
4.2. Not a Supplier, etc.
Except as otherwise outlined herein, you are not and shall not, at any time, be deemed to be a vendor,
supplier or provider of goods or services to Supplier. Your participation in the Network, use of
any Offerings or receipt of payment of any compensation under any Engagement
shall not be construed or be deemed to be an inducement for, solicitation of
you to provide any products or services to Supplier.
Activities. In respect of or in relation
to any Site (or portion thereof) used by you in connection with your
participation in the Network, you may not engage in any activity that is or
constitutes, or that involves, facilitates, advocates or promotes any
5. Qualifying Links
5.1. Use of Qualifying Links.
Each Qualifying Link used by you must include, in unaltered form, the Supplier tracking code in the
manner and format made available or otherwise dictated by Supplier.
5.2. Valid Referrals Only.
You will place or use Qualifying Links only with the intention of delivering the agreed upon tracked activities.
You may not, nor knowingly permit any person to, activate or attempt to activate
a Qualifying Link or inflate or attempt to inflate the amount of any
sought-after or resulting tracked activities, including but not limited to the
use of any method or technology that does not actually deliver an end user to
the destination Site associated with such Qualifying Link.
5.3. Final and Binding Determinations.
Supplier’s determination as to whether a tracked activity resulted from a Qualifying Link
shall be final and binding on you.
5.4. Distribution of Qualifying Links.
If you currently distribute, or plan to distribute, Qualifying Links on, to or through Sites
other than those owned or operated by you, you hereby agree (i) that upon
Supplier’s request from time to time, you will provide Supplier a list of Sites
that are not owned or operated by you (together with any reasonably requested
information about any such Sites) where Qualifying Links (and associated
materials) have been, or are planned to be distributed and/or used, and (ii) to
provide prompt and reasonable cooperation to Supplier in responding to any
requests, complaints, claims or other issues raised by the Supplier regarding
where and how such Qualifying Links are distributed and/or used, including
ceasing further distribution of such Qualifying Links (and associated
materials), as appropriate. You agree that you will be liable for any breach of
this Agreement that results from an act or omission of any third-party Site
that you use to display Qualifying Links.
Supplier reserves the right to prohibit you from distributing Qualifying
Links to or displaying Qualifying Links on third party Sites.
5.5. No Modification, Etc. of Qualifying Links.
You agree that you will not modify, circumvent, impair, disable or otherwise interfere with
any tracking codes and/or other technology and/or methodology required or made
available by Supplier to be used in connection with your use of any Offerings,
including the promotion and display of Qualifying Links. You further agree that you may not create
your own Qualifying Links unless specifically authorized to do so by the
Supplier, in which case you agree to comply with any Supplier applicable terms
5.6. Termination of Qualifying Links.
Supplier may terminate any Qualifying Links associated with any Engagement. You must remove any
Qualifying Links after being notified of any termination of the corresponding
Engagement, including due to termination or expiration of a participation. If
Qualifying Links are not so removed, Supplier may redirect such links as it
determines in its sole discretion, with or without compensation to you.
5.7. No Modification of Content.
You may not modify, resize, reformat, edit or otherwise alter any Content provided by the Supplier, unless
expressly authorized to do so by the Supplier. In such event, any such
modifications shall be strictly limited in accordance with the Supplier
5.8. Discontinuing Use of Qualifying Links.
You may at any time discontinue use of Qualifying Links by removing such Qualifying Links from
your Site, with or without notice to Supplier provided however you shall remain
subject to the terms of the relevant Engagement and this Agreement until you
separately terminate such Engagement(s) or this Agreement.
You will have access to Offerings made available to Network Publishers, including reports that detail tracked
activities generated by your Site and any corresponding commissions that you
have earned. Supplier reserves the right to revise any report made available to you at any time if we believe that the
report contains an error or omission or otherwise requires an adjustment. Since the reports Supplier provides to you
are the basis for calculating the compensation, if any, due to you from Supplier,
any such revision may affect the amount of compensation to which you are
entitled. You agree and acknowledge that in the event of any discrepancies
arising out of your or any third party’s measurements or tracking, Supplier’s
reports will control, including, without limitation, with respect to the
compensation or commissions due to you.
6.2. Data Furnished by Supplier. I
n providing Offerings, including giving you reports on your Network activities, Supplier relies on
data provided or made available the sales platform that the Supplier uses.
Supplier is not obligated to confirm, and does not warrant or guarantee, the
accuracy, truth or completeness of any data provided by the platform.
6.3 Data Ownership.
As between you and Supplier, you will own all data provided by you or that you
independently collect through your Sites without the use of Offerings including
any and all Intellectual Property Rights, title and interest related thereto.
All data provided by you shall be deemed Content covered by the license granted
by you under this Agreement. All Intellectual Property Rights, title and interest in or relating to the Platform
Data belong to and shall remain the exclusive property of Supplier and shall be
deemed its Content. All Content provided by Supplier shall be deemed to be covered by the license granted under this
agreement. Except as expressly provided in this Agreement, this Agreement does
not constitute an express or implied grant of any rights to a party’s
Intellectual Property Rights, including all goodwill associated therewith.
If you believe that any of your Publisher reports for any month contains errors in the data about an Engagement you must,
using the contact information provided by the Supplier in the Network Publisher
Account Area, notify Supplier directly, within ten (10) days after the end of
that month or any shorter period in relevant Engagement so that, if possible,
the matter may be resolved. If any Publisher reports for any month are
corrected or adjusted after the end of the month, then the period in which you
must notify the Supplier of errors in the corrected or adjusted data shall be
ten (10) days after such correction or adjustment is posted or any shorter
period in the relevant Engagement.
6.5 Backing-up Data and Other Precautions.
Data transfer, conversion, processing and storage may be subject to human and machine errors,
delays, interruptions and losses. Supplier shall not be liable for any such
events or their consequences. You are solely responsible for adopting measures
to limit the impact of such events, including backing up any reports or data
provided to you. Supplier may, from time to time, with or without notice,
change the time period covered, type and/or scope of current or historical data
stored by Supplier and/or to which it provides you with access.
7.1. General Compliance.
You agree that you will comply with all privacy and data security laws, rules, regulations and
self-regulatory principles (“Data Protection Laws”) applicable to you.
minimum, (a) be linked conspicuously from such Site’s home page, with a link
that contains the word “Privacy”, “Legal”, “Terms” or similar language;
(b) in addition to the disclosures about
your privacy practices, identify the collection, disclosure and use of any
information of end users (including, without limitation, as contemplated under
this Agreement) and such other disclosures required by all applicable Data
Protection Laws; (c) offer an opportunity to exercise an end user’s rights and
choice with respect to their Personal Data as required by applicable Data
Protection Laws, including, without limitation, the ability for end users to
affirmatively agree to use of their information or opt-out of the collection or
use of data on any of your Sites, as well as an easy-to-use mechanism or method
that enables end users to opt out of Interest-Based Advertising (as defined
tracking devices, including cookies and tracking devices enabled by Supplier at
your request on your behalf and also contain descriptions of data collection
for Interest-Based Advertising. Your
other tracking devices. You agree that
you will provide notice of data collection and use practices and the choices
(including opt-out) available to visitors to your Sites, in or around
Qualifying Links and other advertising content. “Interest-Based Advertising”
means each of (i) the collection of data across multiple digital properties or
other sources for the purpose(s) of profiling and delivering advertising based
on preferences or interests known or inferred from the data collected and (ii)
the collection of data about a user’s activity on or in one digital property or
source for the purpose(s) of profiling and delivering advertising based on that
data on a different digital property.
8. Your Obligations
8.1. No Solicitation.
You may not use any Offerings in connection with aggregating, soliciting or recruiting Network
Publishers or other Sites or other persons to form or join a marketing,
advertising or similar network.
8.2. No Sublicense, etc.
You may not sublicense, rent, lease, sell, resell, outsource or service bureau any Offerings, and any attempt
to do so shall be null and void.
8.3. No Reverse Engineering.
You will not make unauthorized modifications, reverse engineer, disassemble, decompile or attempt
to derive source code of any Offerings.
8.4. No Hacking, etc.
You agree not to hack, abuse, adversely interfere with, infect with viruses, worms or other malicious or
destructive code, or use or cause to be used in extraordinary and unreasonable
or inappropriate ways or amounts, any Offerings, including any servers,
bandwidth supply, equipment, software and other technological resources
provided by Supplier.
8.5. No Spam.
You may not use any Qualifying Links in any
electronic message unless (a) you have received the express written
authorization of Supplier to use email or other electronic messages to promote
it or its Qualifying Link and (b) any and all such electronic messages comply
in all respects with this Agreement, the Supplier terms and conditions, and any
and all applicable foreign, national, federal, state, local or provincial laws
prohibiting or restricting the delivery of unsolicited electronic
communications, also known as SPAM. Further, no electronic message initiated or
sent by you or on your behalf may identify Supplier or, except as expressly
authorized by Supplier as a sender or sponsor of such electronic message.
8.6. No Interference.
You may not, through downloadable or other
technology, replace, intercept, redirect, block, alter or otherwise interfere
with the full functioning and intended actions of any Qualifying Link that has
been placed or distributed by another Network Publisher including any action
that would in any way prevent the behavior or result that would occur or would
have occurred had an end user activated such Qualifying Link without your
8.7. No Infringing Uses.
You may not use any name, trademark,
service mark, domain name or other Intellectual Property Rights of any third
party in connection with your use of any Qualifying Links, the Network or any
other Offerings, in any way or for any purpose that infringes or violates any
Intellectual Property Rights or other rights of such third party, whether for
the purpose of increasing the levels of tracked activities attributable to your
Qualifying Links or for any other purpose.
8.8. Fraud, Abuse, etc.
You will not, and will not knowingly permit other persons to, engage in any fraudulent, abusive or illegal
activity in connection with your participation on the Network or in connection
with any Supplier’s program or Engagement.
9. Grant of License to You
9.1. Your Use of Offerings. Supplier grants to you a
personal, non-exclusive, non-transferable, non-sublicenseable revocable and
limited license and right, subject to the terms of this Agreement, to:
a. Use the Offerings, to participate in the Network as a Network
b. Access the Network Publisher Account Area necessary for your
participation in the Network;
c. Solely for your use in connection with your participation in
the Network, access reports made available to you by Supplier;
d. Use any software code or other Content that is provided by
Supplier solely for the purpose of creating and maintaining Qualifying Links in
accordance with the terms of this Agreement and your Engagements, for such
purpose, and no other purpose, but only in the form so provided.
Except as provided in this Section 9, all other use of the Offerings, including the Network, the Network Publisher
Account Area, any reports made available to you by Supplier and software code
or Content, including modification, publication, transmission, transfer or sale
of, reproduction, creation of derivative works, distribution, performance,
display, incorporation into another Site or mirroring is prohibited. Supplier
may change the form and/or content of any report at any time without notice to
9.3. Use of the Supplier Name.
This Agreement does not grant to you any license or right to use Supplier’s name or any of its logos or
trade or service names or marks except to the extent any trade or service name
is part of any code made available to you as part of a Qualifying Link. Any
proposed press release or other public announcement by you regarding this
Agreement or the Network or that refers to Supplier or any of its corporate
affiliates, either directly or indirectly, shall require the prior written
approval of Supplier. You agree that you shall not disparage Supplier, any
Supplier Related Parties, the Network or any other participants thereof.
9.4. Duration of License Rights; Reservation.
The license set forth in Section 9.1 (Use of Offerings) is valid only while you remain a
member of the Network as a Network Publisher and comply fully with this
Agreement. Supplier may revoke any such
license at any time by giving you notice by e-mail or in writing. Supplier
reserves all rights that are not specifically granted to you by this Agreement.
10. Grant of Licenses to Supplier
10.1. Use of Your Content.
Other than as provided below, in order to participate in the Network, you are not required to provide
Supplier with any Content or other materials. Should you do so, by way of
uploading, delivering or otherwise making available to Supplier any Content
and/or other materials (including any Intellectual Property Rights therein and
thereto), you hereby grant, to Supplier a non-exclusive, worldwide,
royalty-free, sublicenseable perpetual license to use and store the same
including in relation to Supplier’s conduct of its business or performance of any
services in relation to the Network.
10.2. Use of Your Business Contact Information.
Supplier and Supplier Related Parties may use your contact information (a) for the
purpose of facilitating your participation in the Network, which may include,
indexing your name and relevant information about your business in the Network
Publisher database, (b) making such information available to Supplier in
furtherance of possible business relationships, (c) to facilitate payments to
you, (d) to contact you generally regarding your use of the Network (and you
agree to receive email and other communications regarding the Network and your
participation in the Network from Supplier and any Supplier Related Parties),
(e) for overall benchmarking and analysis of the Network and (f) to conduct an
investigation to determine if you have violated any provision of this Agreement
and as part of such investigation Supplier may share your Personal Data with a
third party or a law enforcement agency that needs such information in order to
support such investigation.
10.3. Use of Your Name.
Supplier will not use any of your logos and/or other trademarks without your prior written approval, except as
expressly provided in this Agreement. Any and all uses of your logos and/or other
trademarks shall be in accordance with your specified usage and/or brand
guidelines. Nothing in this Agreement shall prevent Supplier from making any public or private statements about your
business relationship with Supplier and/or your participation in the Network
and You agree that Supplier may refer to you by name in connection with the
Network and/or the performance or provision of any Offerings, including in
communications sent to actual or prospective participants of the Network.
11. Representations and Warranties
You hereby represent, warrant, covenant, undertake and agree
a. You have the legal right to conduct any business conducted by
you including in respect of any Site(s) participating in the Network and to the
extent that you are an individual, you are at least eighteen years of age; and
b. Any and all information you provided as part of the
registration process or otherwise is and shall be truthful, accurate and
complete, irrespective of any independent verification or other determination
made by Supplier; and
c. This Agreement has been duly and validly authorized,
accepted, executed and delivered by you (or your authorized representative) and
constitutes your legal, valid, and binding obligation, enforceable against you
in accordance with its terms; and
d. The performance by you of this Agreement and any Engagement
to which you are or become a party does not and will not conflict with or
violate (i) any law, rule, regulation, order, judgment, decree, agreement or
instrument applicable to you, and (ii) if you are an entity, any provision of
your certificate of incorporation or other organizational documents.
12.1. Confidential Information.
You acknowledge that in connection with your participation in the Network and/or in one or more
Engagements you will be provided with confidential and proprietary data and
information from time to time. Such confidential and proprietary data and
information may be owned variously by Supplier and/or its or their contractors. Confidential information of Supplier includes
but is not limited to information about tracked activities contained in
reports, non-public information about Supplier and software code made available
to you by Supplier to facilitate your participation in the Network.
12.2. Duty of Care.
You will keep confidential information, including reports, data and other information provided to you
through the Network Publisher Account Area or otherwise strictly confidential.
Without Supplier’s prior written consent, you will not disclose any such
confidential information to any third party or use any such confidential
information other than solely as and to the extent required for you to perform
under this Agreement and/or your Engagements.
12.3. Need to Know Basis.
You may disclose any such confidential information only to your employees, officers, directors, lawyers
or business advisors who need to know such information in order to perform
their respective duties; provided that each such person has a legal or
contractual obligation to maintain the confidentiality of such information.
12.4. Legally Required Disclosures.
If you receive any document request, interrogatory, subpoena or other legal process (“Request”) that would,
by its terms, require the disclosure of any confidential information protected
by this Agreement, then promptly upon receipt thereof, and prior to making any
response thereto, you will, unless otherwise prohibited by law or an order of a
competent court, notify Supplier in writing of your receipt of such Request,
and shall provide a copy thereof. Upon receipt of such notice, Supplier may
seek to intervene in the matter in which the Request was issued to seek
protection of the confidentiality provided for by this Section. Absent written
agreement signed by Supplier, you may not make such disclosure absent an order
or directive from the tribunal from which a Request was issued. Supplier will be entitled to seek and obtain
injunctive relief preventing any breach of your obligations under this Section,
without the need to show irreparable harm, and without the need to post a bond
13. Payment; Fees
Responsible for Payment. Except for
Direct Engagements: You acknowledge and agree that (a) your entitlement to any
compensation reported with respect to any tracked activity (including if
reported) is solely a function of the terms of your Engagement with the Supplier
and that Supplier is solely responsible for its payment; (b) your entitlement to any compensation reported
with respect to any tracked activity is subject to Supplier’s receipt of funds
from sales associated with the Engagement giving rise to the purported
13.2 Facilitating Payments.
For your Engagements with Supplier, Supplier may remit payments for commissions or other payment obligations owed
You may raise any objections to the content of the invoices
issued in your name and on your behalf with Supplier within ten (10) days after
the date of issue of the invoice. You acknowledge and agree that You retain
full responsibility for: (a) fulfilling your obligations with respect to any taxes
in your countries, if applicable; (b) paying the taxes, if applicable, on the
commissions collected and paid to you by Supplier on your behalf; (c)
immediately reviewing all invoices and requesting copies of any reports or
invoices not received from Supplier; (d) advising Supplier of any changes to
your company’s tax identification information; and (e) otherwise complying with
all applicable tax laws, rules and regulations.
13.7. Payment Terms.
The fact that a compensation amount is reported for any tracked activity does not necessarily mean that a
payment is due to you from the Supplier under the applicable Engagement, since
payment may be subject to conditions established by that Supplier, including
policies regarding order cancellation, returned merchandise, receipt of pending
credit card authorizations and/or chargebacks and minimums for earned
compensation before payment is made.
If Supplier, in its sole discretion, elects to investigate or otherwise become involved in any such claim or dispute, it
shall not thereby undertake, assume or have any duty, obligation or liability
to you or any other party to the claim or dispute.
If your Publisher account is inactive for more than six months (6) consecutive months, Supplier reserves the right to
debit your Publisher account balance in accordance with the schedule below to
cover the cost of account maintenance until (a) you reactivate your account by
generating a commissionable activity through a Qualifying Link associated with
your account, or (b) your account balance is zero. If the balance in your inactive account is or
becomes zero, Supplier reserves the right close the account permanently and
cease to maintain your account records and Publisher program access. The inactive account maintenance charge will
not cause your account balance to become negative and will not cause you to owe
money to Supplier. Your Publisher account becomes “Inactive” when you have
failed to generate commissionable activity through a Qualifying Link associated
with your account for a period of 6 consecutive months.
13.10. Right to Assess Fees.
Supplier may, at any time upon prior written notice to you as described below, commence charging or assessing
fees in relation to any or all Offerings made available to you including your
participation on the Network(s).. You may elect not to pay any such fees by
discontinuing your participation in all Offerings prior to the commencement of
Supplier may withhold and offset any fees or other charges owing
to Supplier against any and all compensation and/or other fees that are then
unpaid to you. Following assessment of any fees or other charges owing to
Supplier, and subject to Supplier holding any amount it determines in its sole
discretion to be needed to support any of your indemnification and/or other
obligations and/or liabilities under this Agreement. Such withholding of such
compensation and/or other fees is in addition to any other rights and remedies
that Supplier may have in contract, at law or in equity.
13.11. Tax. You agree that you are solely responsible for any
and all tax obligations, if any, due to all taxing authorities arising from or
in connection with any compensation earned by you as a result of your
participation in any Offerings, the Network or any Engagement.
13.12. Exchange Rate Risk.
You may be permitted, at Supplier’s sole discretion, to elect to receive payment in a currency other
than the default currency. You agree that, should you choose to do so, you will
bear all risk of any fluctuations in the applicable currency exchange rate.
14. Compliance with Laws
Without limiting any other provision of this Agreement, you and
your corporate affiliates, officers, directors, employees, consultants, agents
and representatives, and the activities of your business, your performance
under any Engagements, and your use of the Network and/or Offerings shall
comply at all times with all applicable federal, state, provincial and foreign
laws, ordinances, rules, regulations, orders, judgments and decrees.
15. DISCLAIMER OF WARRANTIES
THE NETWORK AND ANY SUPPLIER OFFERINGS ARE PROVIDED “AS IS”, “WHERE IS” AND “AS
EACH SUPPLIER SERVICE PROVIDER AND EACH OF
THE SUPPLIER RELATED PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, HEREBY
DISCLAIMS ANY AND ALL WARRANTIES ,
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY AS TO ACCURACY, ADVERTISERABILITY,
COMPLETENESS, CURRENTNESS, SECURITY, NON-INFRINGEMENT, TITLE, MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE OF THE NETWORK OR ANY OFFERINGS OR THAT
YOUR USE OF THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY
QUALIFYING LINKS WILL BE AVAILABLE OR
CAN OR WILL BE WILLING TO ENTER INTO ANY ENGAGEMENT WITH YOU.
16. LIMITATION OF LIABILITY
16.1. NO CONSEQUENTIAL
DAMAGES. NONE OF SUPPLIER AND SUPPLIER RELATED PARTIES WILL BE LIABLE TO YOU
(WHETHER IN CONTRACT OR BASED ON WARRANTY, NEGLIGENCE, TORT, STRICT LIABILITY
OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE, PUNITIVE,
EXEMPLARY OR SPECIAL DAMAGES, INCLUDING LOSS OF REVENUE OR PROFITS, EVEN IF
SUCH ENTITY WAS AWARE THAT SUCH DAMAGES COULD RESULT.
APPLICABILITY. SOME JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN
LIABILITIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION 16 MAY
NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless Supplier and Supplier Related Parties, and
its and their directors, officers, employees, agents, subcontractors and
representatives for and against any and all claims, actions, demands,
liabilities, losses, damages, penalties, interest, judgments, settlements,
costs and expenses (including reasonable attorneys’ fees) that directly or
indirectly arise out of or are based on (a) any breach of your obligations
under this Agreement including a breach of any representation, warranty, or
covenant made by you in this Agreement, (b)
you engaging in any Prohibited Activity (c) any breach by you of any
Engagement, (d) any violation by you of any law, regulation or rule, (d) your
inappropriate use of any other Offerings, (e) your negligence or willful
misconduct, and/or (f) any actual or alleged infringement by you of any
Intellectual Property Rights or other rights of any person.
17.2. Control of Defense.
Supplier may, at its election in its sole discretion, assume the
exclusive defense and control of any matter otherwise subject to
indemnification by you. Supplier may participate in the defense of all claims
as to which it does not assume defense and control, and you shall not settle
any such claim without Supplier’s prior written consent.
18.1. Amendments. Upon at least fourteen (14) days prior
written notice, Supplier may, at any time, add to, remove or otherwise amend
any or all terms, conditions and/or other provisions of this Agreement,
including any Network Policies and Guidelines.
YOUR CONTINUED USE OF THE NETWORK AND/OR SUPPLIER OFFERING AFTER
EXPIRATION OF ANY APPLICABLE PRIOR NOTICE PERIOD SHALL CONSTITUTE YOUR BINDING
AND LEGALLY ENFORCEABLE AGREEMENT TO SUCH AMENDMENT. IF YOU DO NOT WISH TO
ACCEPT ANY SUCH AMENDMENT, THEN YOU MUST TERMINATE YOUR ACCOUNT IN THE NETWORK
AND CEASE USING THE NETWORK AND ANY ASSOCIATED OFFERING OR ENGAGEMENT.
18.2. Changes in Service.
Upon prior written notice, Supplier may add, remove, suspend or discontinue any aspect of the Network or
any other Supplier Offering. YOUR CONTINUED USE OF THE NETWORK AND/OR SUPPLIER
OFFERING AFTER EXPIRATION OF ANY APPLICABLE PRIOR NOTICE PERIOD SHALL
CONSTITUTE YOUR BINDING AND LEGALLY ENFORCEABLE AGREEMENT TO SUCH CHANGE. IF
YOU DO NOT WISH TO ACCEPT ANY SUCH CHANGE, THEN YOU MUST TERMINATE YOUR ACCOUNT
IN THE NETWORK AND CEASE USING THE NETWORK AND ANY ASSOCIATED OFFERING OR
19. Termination, etc.
19.1. Termination. You or Supplier may, at any time, with or
without cause, terminate this Agreement and your participation in the Network
or use of any other Supplier Offering. You may affect such termination through
your Network Publisher Account Area or by written notice to Supplier subject to
actual receipt thereof.
Use. Alternatively, Supplier may, at any
time, with or without notice, in its sole discretion, suspend, limit, restrict,
condition or deny your access to or use of all or any part of the Network or
any Supplier Offering.
20. Effects of Termination
20.1. Termination. Upon any termination of this Agreement and/or
your participation on the Network:
a. You shall immediately cease to use and remove from any and
all Site(s), whether or not owned or operated by you, any and all Qualifying
Links and all other Content or materials provided to you in connection with
your participation in the Network or your use of any other Offerings.
b. Any and all licenses and rights granted to you under this
Agreement shall immediately cease and terminate.
c. Supplier may terminate or, in its sole discretion, direct or
redirect to any destination Site any and all Qualifying Links continued to be
used by you without Supplier incurring any further liability or obligation to
d. Any and all confidential or proprietary information of
Supplier (including as applicable any confidential or proprietary information
of to the extent originally provided by Supplier) that is in your possession or
control must be immediately returned or destroyed, at Supplier’s sole discretion.
If requested, you will certify in a writing signed by you or an authorized
officer as to the return or destruction of all such confidential or proprietary
Contractors. The parties are independent contractors and not partners, joint venturers.
Other than in respect of the obligation of Supplier to pay over promptly
to you any payments Supplier, nothing in this Agreement shall confer upon
either party any authority to obligate or bind the other in any respect or
cause either party to have a fiduciary relationship to the other.
21.2. Force Majeure.
Supplier shall not be liable to you by reason of any failure or delay in the performance of its obligations
hereunder on account of strikes, shortages, riots, insurrection, fires, flood,
storm, explosions, acts of God, war, governmental action, strikes, lockouts or
other industrial disputes, earthquakes, interruptions in telecommunications
services or internet facilities, or any other cause which is beyond the
reasonable control of Supplier, whether or not similar to the foregoing.
You shall not assign or delegate any of the rights or obligations under this Agreement, and
any such attempted assignment or delegation shall be void. Subject to the
preceding sentence, this Agreement is binding on and inures to the benefit of
the respective successors, heirs and assigns of each party.
If any portion of this Agreement is held by a court with jurisdiction to be invalid or
unenforceable, the remaining portions hereof, shall remain in full force and
effect. If any provision of this Agreement shall be judicially unenforceable in
any jurisdiction, such provision shall not be affected with respect to any other
This Agreement may be translated into different language versions and, except as provided by applicable law, the
English language versions of this Agreement and Network Policies are the
controlling versions thereof and shall prevail.
1.1. General Compliance. You agree that you will comply with all privacy and data security laws, rules, regulations and self-regulatory principles (“Data Protection Laws”) applicable to you.