This Affiliate Agreement (hereinafter the “Agreement”) is entered into by and between CompuClever Systems Inc. (“CompuClever” or “We” or “US”) and you as an individual or the entity which you represent (“Affiliate”, “You” or “Your”).
This Agreement contains the terms and conditions that apply to Your activities as a sales affiliate of the CompuClever products (the “Products”) through the establishment of one or more Referral Links (defined below). This affiliate program is administered by cleverbridge AG (the “Billing Merchant”) with whom You have already or will be required to enter into a separate agreement regulating its relationship with You (the "Billing Merchant Agreement").
By ticking the box which says, “I have read and agree to this Affiliate Agreement”, You agree that You have read and understood the terms of this Agreement and any CompuClever policy referenced herein, and that You agree to comply with its terms once Your Affiliate Sign-Up Form has been accepted. The acceptance of Your Affiliate Sign-Up Form is within CompuClever’s sole discretion and this Agreement will not be binding unless You have been notified of CompuClever’s acceptance.
Affiliate Sign-Up Form
You must ensure that the information You provided in the Affiliate Sign-Up Form is true and complete and kept up to date at all times. You may also be required to provide CompuClever with additional information from time to time concerning Your activities in connection with this Agreement and You agree to do so promptly upon request.
Referral Links
A “Referral Link” is a link that contains the specific tracking information provided to You by the Billing Merchant in connection with this Agreement that You have added to a website, email or other electronic location. The Referral Link’s tracking tool will track Your referrals which result in a purchase of any Product from the CompuClever online store hosted by the Billing Merchant following navigation of the purchaser through the Referral Link (a “Referral”).
You are solely responsible for the location within which the Referral Link is placed, and You shall not place any Referral Link in any inappropriate location such as on any website or page which: promotes or contains sexually explicit or defamatory materials; promotes violence or contains violent materials; promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; promotes or undertakes illegal activities; includes any trade mark of CompuClever, or a variant or misspelling of the same, in any domain name e.g. "compuclever.com"; otherwise violates intellectual property; or otherwise violates any CompuClever policies and guidelines . Furthermore, You may not place any Referral Links in newsgroups, message boards, unsolicited email or in any other location or manner which may (intentionally or unintentionally) mislead any customer or potential customer. Where the Referral Link is placed in such a way that the material connection You have with CompuClever is not reasonably expected by the customer, You must ensure disclosure of Your material arrangement with CompuClever. You must keep CompuClever informed of the primary domains where You place any Referral Link.
Referral Fees
CompuClever will instruct the Billing Merchant to pay You a certain percentage of the aggregate Net Proceeds (the “Commission Percentage”) received from Referrals (the “Referral Fees”). “Net Proceeds” shall mean the amount of revenue actually collected by the Billing Merchant from Referrals excluding, if applicable, Charge-Backs, refunds, VAT, sales tax, shipping, handling or other such fees, taxes, or customs. "Charge-Backs" mean the return of funds to a customer's bank account, line of credit, or credit card, forcibly initiated by the issuing bank (e.g. following a dispute).
CompuClever reserves the right to vary the Commission Percentage at any time. Furthermore CompuClever cannot guarantee product pricing, and prices may be changed without notice.
All Referrals will be tracked and Referral Fees calculated by the Billing Merchant, who will pay You in accordance with the terms of the Billing Merchant Agreement. CompuClever shall in no way be held responsible for: (i) tracking issues; (ii) the Net Proceeds recorded by the Referral Link; (iii) the Net Proceeds recorded and/or reported by CompuClever’s Billing Merchant; (iv) any failure relating to or resulting from the Referral Link, including but not limited to cookie failure; (v) overwriting of the Referral Link; (vi) any default or liability of the Billing Merchant; and/or (vii) anything relating to the calculation or reporting of such Referral Fees.
Confidentiality
CompuClever or its directors, officers, or employees may, from time to time, disclose to You certain information relating to CompuClever’s business or its customers, affiliates, subsidiaries, marketing affiliates, agents, or employees; business and marketing plans, strategies and methods which may not be standard industry practice or which are not generally known in the industry; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of CompuClever (all collectively referred to as the “Confidential Information”). You acknowledge that Confidential Information will be provided at the sole discretion of CompuClever, and nothing in this Agreement obligates CompuClever, its directors, agents or employees to disclose or grant to You access to any Confidential Information.
Unless expressly authorized in writing by CompuClever, You covenant and agree: (a) to use the Confidential Information only for the purposes expressly contemplated in this Agreement; and (b) that no Confidential Information will be disclosed to any third party or individual without the prior written consent of CompuClever, which may be unreasonably and arbitrarily withheld except (i) to Your representatives, agents, and employees on a need to know basis (and You shall ensure they keep such information confidential); and (ii) to the extent necessary to comply with law, a court order or any relevant regulatory or government authority provided that You promptly notify CompuClever of such required disclosure and CompuClever is given the opportunity to seek a protective order.
You acknowledge that CompuClever remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. You agree that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of CompuClever which may be unreasonably and arbitrarily withheld or delayed.
Upon termination of this Agreement, or otherwise on demand by CompuClever, You agree to promptly return the Confidential Information to CompuClever, including all copies thereof or, if requested to do so by CompuClever, will certify the destruction of the Confidential Information.
You acknowledge and agree that any breach of this Section would cause irreparable harm to CompuClever for which damages might not be an adequate remedy, and You therefore agree that in the event of any such breach, CompuClever will be entitled to seek, in addition to any other right accruing to CompuClever under this Agreement or otherwise in law or equity, injunctive relief against You without the necessity of proving actual damages.
Your obligation to protect any Confidential Information shall survive the termination of this Agreement.
Representations and Warranties
You hereby represent and warrant that:
You are 18 years of age or older (if You are a natural person), and You have full power and authority to enter into this Agreement and perform Your obligations hereunder;
You will comply with any applicable laws, rules, codes and regulations policies and guidelines in conducting Your activities under this Agreement;
You will not misrepresent Your relationship with CompuClever or make deceptive or unsubstantiated claims regarding or relating to the Products and You shall abide by CompuClever’s policies and guidelines relating to the promotion of its Products;
You will only engage in Pay-Per-Click advertisements (“PPC”) of the Products with CompuClever’s prior written consent and strictly in accordance with Uniblue’s PPC Policy;
You will not bundle the Products with any other products unless You are given CompuClever’s express prior written consent to do so;
You will not register any domains made up of or including any marks which are identical or confusingly similar to those used by CompuClever in trade, whether registered or not;
You will remain solely responsible for the operation of, and for the accuracy and appropriateness of all materials posted on, Your website and for ensuring that such materials, Your activities and communications are not defamatory, in violation of copyright laws or otherwise illegal;
You will not create or attempt to create a substitute or similar service or product to CompuClever's Products through use of, or access to, the affiliate program or Confidential Information belonging to CompuClever; and
You will not alter or modify any content that is made available to You by CompuClever for the promotion of its Products, unless otherwise prior approved by CompuClever in writing.
Indemnification
You will defend, indemnify and hold CompuClever and its officers, directors, employees and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from:
Any breach of this Agreement by You;
Your negligent or willful acts or omissions;
The actual or alleged violation by You of any person or entity’s intellectual property or privacy rights; or
Your site or any materials that appear on Your site.
Rights Reserved
In addition to any other rights hereunder, CompuClever also has the right to:
Request You to remove any Referral Link placed in a location or in a way that CompuClever deems unsuitable, in its sole and absolute discretion, and You agree to comply promptly with any such requests;
Request You to stop promoting its Products in a way that CompuClever deems unsuitable, in its sole and absolute discretion, and You agree to comply promptly with any such requests; and
Modify and/or discontinue any content, Product and/or any language in which a Product is made available at any time.
Disclaimer
CompuClever expressly disclaims to the fullest extent allowed by law, any implied condition or warranties, including as to merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, course of dealing or usage of trade with respect to all the CompuClever sites and all content, information, services and Products available therein or any content or material that it might make available to You and generally to all matters arising out of this Agreement. Without limiting the foregoing, CompuClever will not be liable for the consequences of any interruptions, downtime or errors howsoever arising nor will it be held responsible for any activities conducted by the Billing Merchant in relation to this Agreement, including without limitation the tracking, calculation or remittance of any amount due under this Agreement.
Limitation of Liability
NOTHWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL COMPUCLEVER BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,GOOD WILL, LOSS OF BUSINESS, REVENUE, PROFITS(WHETHER DIRECT OR INDIRECT), USE, DATA OR OTHER ECONOMIC ADVANTAGEUNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT OR BREACH OF STATUTORY DUTY INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE PRODUCT(S), ANY INTERRUPTIONS, DOWNTIME OR ERRORS OR ANY ACTIVITIES CONDUCTED BY THE BILLING MERCHANT.
SUBJECT TO CLAUSE 10.3, COMPUCLEVER’S TOTAL AGGREGATE LIABILITY IN RESPECT OF ALL CLAIMS, LOSSES OR DAMAGES, WHETHER ARISING FROM TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE UNDER OR IN CONNECTION WITH THIS AGREEMENT, SHALL BE LIMITED TO THE AMOUNT PAID TO THE AFFILIATE IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
Intellectual Property Rights
CompuClever hereby grants to You during the Term (as defined below) a limited, non-exclusive, non-transferable, royalty-free license:
To establish hyperlinks between Your and CompuClever’s web site(s); and
To use CompuClever’s trade names, logos, trademarks and service marks and any content it might make available to You, on Your website solely as is reasonably necessary to establish and promote the Referral Links and to otherwise perform Your obligations under this Agreement and only in the form provided to You by CompuClever for such limited purposes and that You will do so strictly in accordance with CompuClever’s policies and guidelines.
Except as specifically stated above, each party reserves all of its respective rights in the proprietary materials belonging to such party. You acknowledge that any goodwill generated by Your use of CompuClever's trademarks etc. will inure to CompuClever's exclusive benefit.
Suspension &Termination
The term of this Agreement will begin upon notification by CompuClever of its acceptance of Your Affiliate Sign-Up Form and will end when terminated by either party (the "Term"). Either party may terminate this Agreement at any time, with or without supplying a reason, through written notification.
Upon the termination of this Agreement for any reason, all licenses granted hereunder will immediately cease and You must immediately terminate use of the Referral Links, and stop using CompuClever’s trademarks, logos or other intellectual property or material provided by CompuClever in connection with this Agreement.
Without prejudice to CompuClever’s right to terminate this Agreement, in the event that CompuClever, in its final discretion, identifies any breach of any provision of this Agreement or any related policy or guideline, CompuClever may suspend Your participation in this affiliate program and reduce Your Commission Percentage to zero from the date of such breach until You have taken satisfactory action (in CompuClever's sole opinion) to cure the breach.
Rights and obligations under this Agreement which by their nature are intended to survive termination, including without limitation clauses 5 (Confidentiality), 7 (Indemnification), 10 (Limitation of Liability), 11 (Intellectual Property Rights) and 12 (Suspension & Termination), will remain in full effect after termination of this Agreement howsoever arising.
Information About Your Site
You hereby consent to CompuClever:
Monitoring, recording, using, and disclosing information about Your site and visitors to Your site that CompuClever obtains in connection with Your display of Referral Links (e.g. that a particular customer clicked through a Referral Link from Your site before buying a Product) in accordance with the terms of CompuClever's privacy notice, which can be found h ere; and
monitoring, crawling, and otherwise investigating Your site to verify compliance with this Agreement or any CompuClever policy or guideline.
Sending you emails, including but not limited to, emails containing promotional resources, newsletters and other correspondence.
Disclosing your contact details and any other information requested from advertising or other regulators in connection with your advertisements, promotions or websites.
You will be solely responsible for disclosing on Your site accurately and adequately, 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 CompuClever) may collect information directly from visitors, and place or recognize cookies on visitors’ browsers.
General
Independent Contractors. Nothing in this Agreement or in any document referred to in it shall create a partnership or joint venture between the parties or render a party the agent or employee of the other, nor shall a party hold itself out as such and save as expressly provided in this Agreement neither party shall enter into or have authority to enter into any engagement, or make any representation or warranty on behalf of, or otherwise bind or oblige the other party. You agree that You will be solely responsible for paying all expenses incurred by yourself in promoting the Products. You understand that all rights You have hereunder are non-exclusive.
Non-Assignment. You may not assign any rights or delegate any duties under this Agreement without the prior written consent of CompuClever. CompuClever may assign this Agreement at any time without your consent. This Agreement will inure to the benefit of and be binding upon the respective successors, heirs and permitted assigns of both parties.
Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations are delayed or prevented by reason of any cause beyond the reasonable control of such party.
Applicable Law. This Agreement and any dispute, claim or obligation (whether contractual or non-contractual) arising out of or in connection with it shall be governed by and interpreted in accordance with the laws of Province of British Columbia, excluding its conflict of laws rules and the United Nations Convention on Contracts for the Sale of International Goods. You agree and irrevocably attorn and submit to the exclusive jurisdiction of the courts of Victoria, British Columbia with respect to any dispute arising as a direct or indirect consequence of this Agreement, and You irrevocably waive any defense of personal and/or subject matter jurisdiction in those courts or any claim on the grounds of forum non conveniens.
Non-waiver. Any express waiver or failure to exercise promptly any right under this Agreement will not create a continuing waiver or any expectation of non-enforcement of that or any other right, nor in any way affect the ability of a party to enforce each and every such provision thereafter.
Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof.
Entire Agreement. This Agreement constitutes the entire agreement between You and CompuClever with respect to its subject matter and supersedes any prior oral or written agreements. You understand and agree that CompuClever has the right to amend this Agreement and any related CompuClever policy or guideline at any time at its sole discretion, and You agree that any such amendment will apply to You from the date You are notified. Notification of amendments shall be sent by email to the most recent email address that You registered with CompuClever and CompuClever shall endeavor to also publish such notifications on its website. It is Your responsibility to advise CompuClever in writing of any changes to Your email address, to regularly check Your emails and to ensure that Your email settings do not filter out any messages from CompuClever. Email notifications will be deemed delivered when sent unless the sending party receives an automated delivery failure report to the contrary. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY REMEDY IS TO TERMINATE THIS AGREEMENT IN WRITING. Your continued participation in the program following notification of CompuClever’s modifications will constitute your acceptance of such change(s).
