One Click Privacy Limited (" One Click Privacy ") Affiliate Program Terms, Conditions and Notices.
IMPORTANT NOTIFICATION: YOUR APPOINTMENT TO THE ONE CLICK PRIVACY AFFILIATE PROGRAM ("AFFILIATE PROGRAM") IS CONDITIONAL UPON YOU AGREEING TO THE TERMS AND CONDITIONS SET OUT BELOW ("THIS AGREEMENT").
AS A PARTICIPANT IN THE AFFILIATE PROGRAM, AND AS A SALES AFFILIATE OFONE CLICK PRIVACY ' SOFTWARE, YOU AGREE TO ABIDE BY THE FOLLOWING TERMS AND CONDITIONS.
The One Click Privacy Affiliate Program appoints persons as authorised affiliates ("Affiliates") to promote One Click Privacy' software products ("Software").
Your appointment as an Affiliate is not automatic and must be approved by One Click Privacy. One Click Privacy may either approve or reject your application to be an Affiliate in its sole discretion.
As an Affiliate, you will direct internet users from your website(s) to the One Click Privacy website (www.oneclickprivacy.com), or via email or other agreed marketing communications to the One Click Privacy website, with a view to promoting One Click Privacy and its products. One Click Privacy will pay you a commission for each sale of Software sold on its website as a result of such direct referrals. The level of commission shall be determined by One Click Privacy in its sole discretion and, unless otherwise agreed, will be set for the term of your appointment.
The manner through which you may promote or market the Software (i.e., via website, newsletter or other means) must be approved by One Click Privacy before you undertake the promotion or relevant marketing campaign.
All commissions payable to you under the Affiliate Program will generally be paid on a monthly basis subject to paragraph 6 below.
All commissions payable to you are inclusive of any and all taxes which may be levied on the commissions by you (including goods and services tax or value added taxes), but are exclusive of any and all taxes and charges (such as withholding taxes) which One Click Privacy and/or its billing provider is required to withhold by law. No other monies will be payable to you by One Click Privacy in addition to the commissions on any account whatsoever.
This agreement and your participation in the Affiliate Program will commence from your appointment as an Affiliate of One Click Privacy, as advised to you by One Click Privacy, and may be terminated by One Click Privacy at any time with or without notice to you. Failure to abide with these terms and conditions may result in the immediate termination of you appointment as an Affiliate.
Upon termination, you shall remove all trade marks, logos or artwork of One Click Privacy from your website, and any reference or link from your website to One Click Privacy, the Software or other products owned or marketed by One Click Privacy and/or the One Click Privacy website. You must also cease any other marketing communications or programs which make reference to your affiliation with One Click Privacy or which include any One Click Privacy logos, artwork or trademarks.
Your obligations under paragraphs 3, 4 and 5 below shall survive the termination of your appointment as an Affiliate.
As an Affiliate, you shall:
1. ensure that all materials presented on your website(s) or in any email or other marketing communications sent by you to promote One Click Privacy or the Software, represents One Click Privacy and the Software in a professional, accurate and positive manner;
2. not use any unsolicited or spam email to promote One Click Privacy and the Software;
3. provide your own original website copy, images and navigation to promote One Click Privacy Software on your website(s) or in any email or other marketing communications and not directly copy the One Click Privacy website;
4. subject to paragraph 4 below, not use ad words which include One Click Privacy' trademarked company name (One Click Privacy), Software names (for example, which would include, without limitation, "Spy Swatter", "PC Optimizer Pro", "Vista Optimizer", "Parenting Eyes", "One Click Tools AntiVirus" and "File Recover") or other Tweaking Tools' trade marks or copyrighted material in any search engine advertising or otherwise in the promotion of your website(s);
5. as a sales agent of One Click Privacy, follow all direction from One Click Privacy as to the sales price and recommended retail price of the Software, as may be communicated from time to time;
6. keep up-to-date all information on your website(s) and in all direct marketing communications pertaining to products of One Click Privacy;
7. ensure that your website(s) is regularly maintained with up to date and relevant information and that any direct marketing communications used to promote One Click Privacy or its Software contain up to date information; and
8. not endorse One Click Privacy or its Software on any website or in any marketing materials or communications which:
One Click Privacy hereby grants you a licence to make use of the One Click Privacy name and logo on your website(s) which relate to the Software and in any marketing materials or communications for the Software. The One Click Privacy name and logo may only be used on your website and in such marketing materials in accordance with the instructions of One Click Privacy as may be specified by One Click Privacy from time to time. Such licence will terminate upon the termination of your appointment as an Affiliate.
You acknowledge and agree that your appointment as an Affiliate in no way grants you intellectual property rights or other rights in the Software, other than the right to re-sell the Software as granted by this Agreement.
In the case of goods:
In the case of services:
If our liability for breach of any Prescribed Terms are capable of exclusion, they are hereby excluded to the fullest extent permitted by law.
Except as provided by the Prescribed Terms (if any), which are not capable of exclusion or limitation, or as expressly set out in these terms and conditions:
1. we make no warranties in relation to the Affiliate Program or any Software, including warranties as to the performance or fitness for purpose of the Software (other than we are entitled to grant to you the rights set out in these terms and conditions); and
2. you will not under any circumstances have any cause of action against, or right to claim or recover from us for or in respect of any loss, damage or injury (including without limitation any loss of profit, indirect or consequential loss, damage or injury) arising from your membership of the Affiliate Program and the promotion of One Click Privacy' Software or any breach of these terms and conditions.
We will not be liable for any indirect or consequential damages (including loss of profits, loss of data or economic loss) arising out of a breach of these terms and conditions or arising from your member of the Affiliate Program or the promotion of One Click Privacy' Software. You agree that the maximum liability that we may have to you for any and all breaches of these terms and conditions will be, for any one breach, the amount of the commission paid to you for the 3 month period occurring prior to the breach and, for all breaches, capped at the total amount of the commission paid to you under this Agreement.
You acknowledge that you have exercised your independent judgment in entering into the Affiliate Program and have not relied upon any representations made by us which have not been stated expressly in these terms and conditions or upon any descriptions or illustrations or specifications contained in any document including catalogues or publicity material produced by us.
One Click Privacy makes use of a third party billing engine which handles, among other things, the online sale of Software and the payment of commissions to its Affiliates. You cannot participate in the Affiliate Program without using the third party billing engine software. You will need to register with such third party to make use of the billing engine software. Through the billing engine software, you will be able to view the number of successful Software sales you have referred to One Click Privacy together with any commission payable to you. In order to use the third party billing engine software, you will be required to agree to the third party's relevant terms and conditions regarding use.
Unless otherwise advised by Tweaking Tools, no charges will be payable by you to the third party billing engine provider in respect of the use of their billing engine.
These terms and conditions shall be governed by and construed according to the laws in force in the Republic of Ireland. The parties hereby irrevocably submit to and accept the exclusive jurisdiction of the Courts of the Republic of Ireland.* * *