Interactive Media Communications Standard Affiliate Agreement

Transcription

1 Interactive Media Communications Standard Affiliate Agreement 1. Agreement Interpretation In these Terms and Conditions the following words shall have the following meanings: IMC refers to Interactive media Communications. A company registered in the UK, company number Agreement any agreement to which these Terms and Conditions are annexed or by which they are incorporated by reference (including any quote or relevant pricing supplied by IMC to the Affiliate) as amended from time to time, whether evidenced in writing, by or fax; any reference to the "Agreement" shall include a reference to these terms and conditions. Affiliate Program the opportunity offered by IMC that is provided as part of this agreement to the Affiliate. Service the Personal Injury Claims Management offered to qualifying members of the public by IMC. Affiliate Tools the methods offered to you in order to link to our Affiliate Program or otherwise deliver Raw Leads to us. These include, but are not limited to; affiliate-branded white label websites, our trademarks, service marks, logos, API, search boxes, search results, graphics, buttons, banners, link code, HTML, JavaScript, Flash and business names currently being used. Internet User a member of the public who has interacted with IMC or the Affiliate via the Internet. Raw Lead data relating to an Internet User who has opted-in to receive further contact from IMC via the Affiliate. Accepted Lead a status given to a Raw Lead where a solicitor partner of IMC has agreed to accept the lead referred to them by IMC and has completed payment for the accepted lead.. Agreed Action the action of an Internet User which has been agreed to warrant a Commission payment to the Affiliate. Commission the rate at which IMC and the Affiliate agrees shall be the amount payable for each Agreed Action. Term the period of time starting on the date this agreement begins through until the time this agreement ends, as set out in section 12 of this Agreement. Affiliate Account Information the data collected by IMC, or supplied by you about you which should be amended and updated throughout your term as an Affiliate with IMC. Affiliate Login a designated web interface accessed via designated account details where details of Raw Leads submitted by you shall be reported and updated accordingly. Commercial in Confidence P a g e 1

2 Internet Property an HTTP destination whereby a live display of information can be publically viewed by an Internet User (commonly known as a website ) or any other property used by you to operate within the Affiliate Program. Registration Process the process of negotiating the terms of the Affiliate Program (including, but not limited to, Commission and the Agreed Action) and obtain sufficient Affiliate Account Information as is necessary to comply with this Agreement. Affiliate s Marketing Tools defined as being media in the public domain owned by the Affiliate on the Internet, , Print, Cable TV, Digital and Analogue TV, Web TV, Cinema, PDA s and so on. 2. Acceptance of the Affiliate 2.1 You wish to participate in the Affiliate Program offered by IMC in order to use the Affiliate Tools supplied to market or otherwise promote the Services applicable under this Agreement to Internet Users. 2.2 The Affiliate Program is being provided to you under the terms and conditions of this Agreement plus any future operating rules, policies, and procedures communicated from time to time by IMC. Such provisions are deemed to be incorporated by reference. 2.3 By using the Affiliate Program, you are indicating your agreement to be bound by all of the terms and conditions of this agreement. 2.4 You may obtain a User Name and Password from IMC that shall enable you to enter your Affiliate Login. Alternative reporting of Accepted Leads may be provisioned subject to separate arrangement between IMC and the Affiliate. 2.5 You shall maintain the confidentiality of your User Name and Password and shall not permit any unauthorized third party to use or gain access to the Affiliate Login. You agree to immediately notify IMC of any unauthorized use of the Service or Affiliate Login or any other breach of security (real, suspected or anticipated). 2.6 You agree that you are solely responsible for the actions of anyone using any User Name and Password provided to you by IMC and that you are solely responsible for the development, maintenance, operation and content of your Internet Properties. 2.7 Conduct - You agree: to abide by all applicable laws and regulations in your use of the Affiliate Program including, without limitation, the CAP Code set out by the Advertising Standards Authority, the Data Protection Acts, the Electronic Communications Acts and the Compensation (Claims Management Services) Regulations Acts to adhere to the Ministry of Justice Conduct of Authorized Persons Rules (available at not to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; not to use the Affiliate Program for illegal or immoral purposes; Commercial in Confidence P a g e 2

3 2.7.5 to comply with all regulations, policies and procedures connected to the Service; and not to use the Affiliate Tools in any way that implies endorsement by IMC of products or services other than those provided by IMC or the third parties that we use to supply our Services not to undertake any action which would bring the reputation of IMC or the Directors of IMC into disrepute. 2.8 Promotion and Content - You agree: to seek written approval by IMC of any customization you make to the Affiliate Tools, including any developments you make to utilize our API. A screen shot of any alterations or unique developments must be sent to IMC for approval before their publication not to post, promote or transmit through the Affiliate Program any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable material of any kind or nature; not to transmit or post any material that encourages conduct that could constitute a criminal offence, give rise to civil liability or otherwise violate any applicable laws or regulations; not to interfere with anyone s use of IMC s Internet Properties, or engage in surveys, contests, chain letters or post or transmit "junk mail", "Spam", "chain letters", or unsolicited mass distribution of ; that IMC neither endorse the content of any Affiliate or communications, postings or data nor assumes any responsibility for any threatening, libelous, obscene, harassing or offensive material contained in such materials, or any crime facilitated by use of IMC s Internet Properties; and not to use the Affiliate Program in such a way that may diminish or damage IMC s goodwill (including the goodwill in any Affiliate Tools we offer you), including without limitation, the placement of any of the Affiliate Tools on an Internet Property that is associated with (without limitation) pornography, crime, defamation or copyright infringement. 2.9 Integrity - You agree: not to upload or distribute in any way files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer; not to interfere or disrupt Internet Properties connected to the Service or Affiliate Program; not to use any device, software or routine or attempt to interfere with the proper functioning of, or any transactions being offered at, IMC s Internet Properties; and Commercial in Confidence P a g e 3

4 2.9.4 not to modify the Affiliate Tools without prior written consent Copyright Infringement - In the event that you post or make accessible communications or other materials that infringe the copyright of a third party, IMC reserve the right to terminate your access to the Affiliate Program. 3. Availability 3.1 Application to our Affiliate Program is made available to any persons who meet the criteria set out below: The Affiliate is of at least 18 years of age The Affiliate holds a current UK bank account The Affiliate has one of more active Internet Properties accessible by Internet Users, or its members with prior written agreement. 3.2 Notification of the resulting outcome of an application to participate in our Affiliate Program submitted by the Affiliate will be given by IMC at any time after submitting your application to us. 3.3 IMC reserve the right to decline any application made, for whatever reason and does not have to disclose the reason for declining such an application. 4. Participation 4.1 In order to participate in the Affiliate Program, you must: provide current, complete, and accurate information about you during the Registration Process and any other reasonable forms or data capture facilities that we may send you to, or invite you to complete throughout your participation in our Affiliate Program maintain and update such registration information and provide us with any other information requested after registration ("Affiliate Account Information") so that such information remains current, complete and accurate. If any Affiliate Account Information that you provide is untrue, inaccurate, not current or incomplete, IMC reserve the right to terminate your participation in the Affiliate Program. IMC may refuse to offer the Service and/or the Affiliate Program to anyone without the need to give any reason and may change the criteria for participation at any time. 4.2 Registration is deemed complete when: All the information IMC require from the Affiliate has been received and completed satisfactorily The rate of Commission has been ascertained and agreed upon by both parties. Commercial in Confidence P a g e 4

5 4.2.3 At least one of the Affiliate Tools has been implemented by the Affiliate or written approval from IMC has been obtained for use of a customized Affiliate Tool, as set out in clause Amendments to Agreement 5.1 IMC may make changes and amendments to the terms and conditions from time to time. Upon any such time changes or amendments are made, IMC will notify you by . The changes and/or amendments shall become effective 14 days after they are initially notified to the Affiliate. 5.2 For the avoidance of doubt, the parts of this agreement relating to the amount of Commission earned by the Affiliate may not be altered without the prior agreement of both parties. 5.3 IMC reserves the right, without liability, to modify or discontinue any part of the Affiliate Program, temporarily or permanently. IMC shall give you the maximum amount of notice of such modification or discontinuance as is practical in the circumstances. 6. License 6.1 Subject to the terms of and conditions of this agreement, IMC hereby grants you a nonexclusive, non-transferable, non sub-licencable royalty-free license for the term of your participation in the Affiliate Program to display and/or use an affiliate-branded white label website, IMC trademarks, service marks, logos, search boxes, search results, graphics, buttons, banners, link code, HTML, JavaScript, Flash or business names currently used or which may be developed (the "Affiliate Tools") solely in connection with your use of the Affiliate Program under this Agreement. 6.2 You acknowledge that IMC own and shall retain all right, title and interest in the Affiliate Tools offered. The goodwill associated with the use of the Affiliate Tools shall only be used solely for the benefit of promoting the Affiliate Program. 7. Payment 7.1 IMC will pay you a Commission, of the eligible amount as set out during the Registration Process, for every Agreed Action you refer using the Affiliate Tools provided, solely in accordance with these terms and conditions. 7.2 You agree and acknowledge that IMC have no obligation to pay you any Commission earned through fraudulent activity or to pay you any Commission for refunds made to third parties referred by you. 7.3 You agree and acknowledge that IMC have no obligation to pay you any monies for which IMC have not yet received third party payment for. 7.4 Subject to Clause 7.2 and 7.3, the Affiliate is invited to invoice IMC for the total Commission payable, as outlined in the Affiliate Login in accordance with the Agreed Action and Commission agreed during the Registration Process. 7.5 We will not be liable to pay any Commissions until such time the Registration Process is deemed complete, as set out in clause 4.2 of this agreement. Commercial in Confidence P a g e 5

6 7.6 For the avoidance of doubt, the Internet Users referred to IMC shall remain customers of IMC. Accordingly, all IMC terms and conditions, policies and operating procedures will apply to those Internet Users. 8. Marketing 8.1 IMC hereby grants you a non-exclusive, non-transferable, non sub-licensable, royaltyfree worldwide license for the term of this Agreement to use the Affiliate Tools provided for the purpose of operating within the Affiliate Program. 8.2 Furthermore, you agree that the marketing of IMC s Services shall be conducted in accordance with the terms of the License we have granted you in section 6 of this agreement. 8.3 You hereby grant IMC a non-exclusive, non-transferable, non sub-licensable, royaltyfree worldwide license for the term of this Agreement to use your trade marks, service marks, logos, search boxes, domain names, URLs, search results, graphics, buttons, banners, or business names currently used or which may be developed (the "Affiliate s Marketing Tools") on our websites and within our brochures/media packs, at trade shows, in corporate literature and in press releases for the purpose of promoting this agreement. IMC acknowledge that you own and shall retain all right, title and interest in the Affiliate s Marketing Tools. 8.4 For the avoidance of doubt, the use of IMC s Affiliate Tools and the Affiliate s Marketing Tools, as referred to within this Section, shall include all existing future media (including, but not limited to, the Internet, , Print, Cable TV, Digital and Analogue TV, Web TV, Cinema, PDA s and so on). 9. Warranties 9.1 You represent and warrant that your Internet Property: does not violate any law or regulation; does not infringe in any manner any copyright, patent, trade mark, trade secret or other intellectual property right of any third party; does not breach any duty toward or rights of any person or entity or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; is not false or misleading; and is neither defamatory, libelous, slanderous or threatening. 9.2 You represent and warrant that you have sufficient authority to enter into this Agreement. You represent and warrant that your Internet Property and use of the Service meets the standards of Clause 9.1 above. 9.3 Whilst IMC strive to ensure the highest quality of service to our Affiliates, we cannot guarantee that the Service and Affiliate Program will meet your requirements, or that the Service and Affiliate Program will be uninterrupted, timely, secure or error free. Commercial in Confidence P a g e 6

7 10. Limitation of Liability 10.1 IMC shall not be liable for any damages for loss of profits, use, data or other intangible property or any indirect, incidental or consequential damages whatsoever, resulting from the use or the inability to use the Affiliate Program resulting from unauthorized access to, deletion or alteration of your transmissions or data or failure of the Affiliate Program and/or Service to store your transmissions or data, even if IMC have been advised of the possibility of such damages. IMC shall not be liable to you for any failure by you to install and implement any part of the Affiliate Program on your Internet Property or any failure by you to maintain your Internet Property IMC shall not be liable for any delay or failure to perform due to government restriction, strikes, war, any natural disaster or any other condition beyond our reasonable control IMC s liability to you in any circumstances is limited to 100% of the Commission paid to you in respect of the Affiliate Program in the calendar year before the cause of action to which the dispute pertains arises Nothing in this Agreement shall limit IMC s liability for death or personal injury caused by negligence or for its fraudulent misstatement. 11. Indemnification 11.1 You agree to indemnify, defend and hold harmless IMC, its parents, subsidiaries, affiliates, officers and employees, against all liabilities, claims and expenses that may arise from any breach of this Agreement by you IMC agree to indemnify, defend and hold harmless the Company, its parents, subsidiaries, affiliates, officers and employees, against all liabilities, claims and expenses that may arise from any breach of this Agreement by IMC. 12. Term and Termination 12.1 The Term of this Agreement between both parties shall commence on the date whereby the Affiliate completes the Registration Process and accepts the terms and conditions set out in this Agreement Either party, at its sole discretion, may terminate this agreement at any given time Upon termination of the Agreement, the Affiliate s right to participate in the Affiliate Program immediately ceases and you acknowledge and agree to cease use of the Affiliate Tools and that we may bar you from any further access to the Affiliate Program. IMC shall not be liable to you or any third party for termination of your participation in accordance with this Agreement. 13. Notices All notices to a party shall be in writing and shall be made via to IMC for notices to us, or to the address that you provide to us as part of the Registration Process for notices to you, or such other address as either party may specify in accordance with this Clause. Notice shall be deemed given 48 (forty-eight) hours after the is sent, unless the sending party is notified that the has not been received. Commercial in Confidence P a g e 7

8 14. General In the event that any provision of these Rules shall, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such provisions shall be severed and the remainder of this Agreement shall continue in full force and effect. Our failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. This Agreement shall be governed by and construed in accordance with the laws of the England and Wales and shall be subject to the exclusive jurisdiction of the English courts. This Agreement and any modifications hereto constitute the entire agreement between the parties with regard to the subject matter hereof and supersede all prior understandings, arrangements and agreements, whether written or oral, as to such subject matter (except for fraudulent misrepresentations). Both parties reserve the right to assign or sub-contract any or all of its rights and obligations under these Rules. 15. Relationship With Parties You and IMC are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties or our respective affiliates. You will not make any statement or representation, whether on your site or otherwise, that you are connected or affiliated with IMC other than for the purpose of this agreement. 16. Responsibility for Your Website You will be solely responsible for the development, operation and maintenance of your web site and for all materials that appear on your site (this include the technical operation of your site and all related equipment; creating and hosting you site, establishing links using the Affiliate Tools by IMC. You will also be responsible for ensuring that your site does not breach or infringe upon the rights of any third party and for ensuring materials posted on your site are not illegal or defamatory. IMC disclaim ALL liability for these matters and you agree to Indemnify and hold IMC and our affiliates harmless from all claims, damages and expenses (including, without limitation, legal fees, regulatory fines and administration costs) relating to the development, operation, maintenance and content of your site. Commercial in Confidence P a g e 8