Affiliate Program Terms & Conditions
1. Definitions and Interpretation
"Business Day" means any day other than Saturday or Sunday that is not a bank or public holiday;
"Cancellations Policy" means our cancellations policy which can be found at https://www.{Company Name}.com/terms/;
"Commencement Date" means the date of your acceptance;
"Commission Rate" means the percentage of commission paid on net sales revenue set out in Sub-clause 11.2;
"Confidential Information" Third-party Cookies are not placed by Us; instead, they are placed by third parties that provide services to Us and/or to you. Third-party Cookies may be used by advertising services to serve up tailored advertising to you on Our Site, or by third parties providing analytics services to Us (these Cookies will work in the same way as analytics Cookies described above).
"Current Term" means the Term that the Parties may be in at any given time;
"Direct Referral" means a sale of a Service Package to a customer who has been led to our website through your website where that customer can be tracked directly from your site to ours without any further intermediaries;
"Intellectual Property Rights" means any rights subsisting in a copyright work, trade mark, patent or design and shall be construed in accordance with the Copyright Designs and Patents Act 1988, Trade Marks Act 1994 and Patents Act 1977;
"Registered Email Address" means the email address of the Affiliate as provided in your Registration Data;
"Registration Data" means the information provided by the Affiliate when registering for enrolment in the Program;
"Service Package" means a particular set of services available from us through our website as defined in Clause 7; and
"Term" means the term of the Agreement, as defined in Clause 17 of these Terms & Conditions, during which you shall participate in the Program under the terms and conditions set out in the Agreement.
2. Enrolment in the Program
2.2 Upon your acceptance of these Terms & Conditions, subject to our approval and sub-clause 2.4 below, the agreement is deemed to be in effect. You will not be sent a signed Affiliate Agreement in hard copy.
2.3 We may, at our sole discretion, review your website following your acceptance of these Terms & Conditions. You will be informed within 10 Business Days of the outcome of your application. Following your acceptance of these Terms & Conditions, you will receive further instructions and guidance to allow you to commence marketing our goods.
2.4 We may, in our sole discretion, choose to reject any application for any reason (and are under no obligation to disclose such reasons). Reasons for which an Application may be rejected include, but are not limited to, content on your website that:
2.4.2 facilitates or promotes violence, terrorism, or any other criminal activity;
2.4.3 is sexually explicit; or
2.4.4 infringes or assists or encourages the infringement of any intellectual property rights belonging to any party.
3. Company / Affiliate Relationship
3.2 Subject to any express provisions to the contrary in these Terms & Conditions, you shall have no right or authority to and shall not do any act, enter into any contract, make any representation, give any warranty, incur any liability, assume any obligation, whether express or implied, of any kind on our behalf or bind us in any way.
3.3 Brand Ambassador is an independent contractor. The relationship between AQ Strong and Brand Ambassador shall not be construed to be that of employer and employee, nor to constitute a partnership, joint venture or agency of any kind. Brand Ambassador will not be considered an employee for purposes of any AQ Strong employment policy or any employment benefit plan, and Brand Ambassador will not be entitled to any benefits under any such policy or benefit plan.
3.4 Brand Ambassador is responsible for the payment of its own taxes and insurance. Nothing contained herein shall in any way restrict or otherwise be deemed to prohibit AQ Strong from directly or indirectly, on its own or through third parties, from marketing, promoting, distributing, or licensing any Products or other electronic devices or software to any other party, or from entering into a similar arrangement with any other party.
4. Trademarks / Ownership
Brand Ambassador acknowledges that the Products and any derivatives thereto are covered by patent, copyright, and other intellectual property rights owned or licensed by AQ Strong. Brand Ambassador may use AQ Strong’s trade names, trademarks and service marks as provided to Brand Ambassador from time to time (the “Marks”) in the Territory on a non-exclusive basis only during the term of this Agreement and solely for display or advertising purposes in accordance with this Agreement. Marks shall inure to the exclusive benefit of AQ Strong. Brand Ambassador acquires no right to any such Marks.
Brand Ambassador further agrees:
(i) Brand Ambassador will follow the Mark guidelines of AQ Strong;
(ii) Brand Ambassador will not challenge the validity of AQ Strong’s Marks (whether currently in existence or additional Marks) at any time; and
(iii) Brand Ambassador will not attempt to register AQ Strong’s Marks in any jurisdiction. No rights or licenses with respect to Product or the Marks are granted or deemed granted hereunder or in connection herewith, other than those rights expressly granted in this Agreement and all such rights are hereby expressly reserved by AQ Strong and its licensors.
Brand Ambassador acknowledges that all documentation, any inventions and ideas, written material or other property, tangible or intangible, arising out of or resulting from Brand Ambassador’s performance of the services provided hereunder, including without limitation all photographs, images, themes, materials, and designs developed, created and/or provided by Brand Ambassador (“Work”) is owned by AQ Strong, for all purposes. As to copyrights, Brand Ambassador agrees that all Work shall be deemed a “work made for hire” and that AQ Strong shall be deemed the author of the Work for copyright purposes. In the event that any Work is deemed not to be a work made for hire, Brand Ambassador hereby assigns and transfers all right, title, ownership and interest therein, presently known or hereafter ascertained, including, but not limited to, all copyright rights therein, the right to secure the copyright (and all renewals, reissues and extensions thereof) throughout the world, without any restrictions as to use, to AQ Strong. AQ Strong may reproduce, modify, adapt, create derivative works from, distribute, display, license, assign, transfer and/or otherwise use the Work, and all elements and derivatives thereof, in whole or in part, in all media now known or hereafter developed (including without limitation in the Social Media Platforms, or any other social media websites or applications), worldwide, in perpetuity, royalty-free and without restriction of any kind. Brand Ambassador acknowledges the ownership and validity of AQ Strong’s copyrights, brands, trademarks, trade dress and patent rights, whether or not created by or contributed to by Brand Ambassador.
5. Likeness
Brand Ambassador grants to AQ Strong the worldwide, perpetual, royalty-free, irrevocable right and permission to photograph, film, videotape, and/or record Brand Ambassador and to display, reproduce, distribute, publish, exhibit and use in any other way Brand Ambassador’s name (including any aliases), likeness, image, photographs, voice, signature, actual and paraphrased statements, biographical information and any other information or attribute identifying or otherwise associated with Brand Ambassador (collectively, “Likeness”), in whole or in part, distorted, altered, modified and/or adapted in character and/or in form, alone and/or accompanied by other material, including any text, image and/or other creative elements that
may be used in connection with the Likeness, for any purpose whatsoever, including without limitation for the purpose of publicity, advertising, promotion, and/or other marketing for AQ Strong, the Work, and the Products in all media now known or hereafter developed (including without limitation in the Social Media Platforms and other social media websites or applications).
6. Representations, Obligations and Warranties
Brand Ambassador shall not make any warranties with respect to the Products to any third party. Brand Ambassador represents and warrants that:
(i) it will act in a timely manner with a high degree of professionalism and behave in a legal, ethical and business-like manner,
(ii) Brand Ambassador will present the Products in a truthful and sincere manner and will not engage in any activity or action that may damage AQ Strong’s reputation or the reputation of its Products,
(iii) Brand Ambassador’s Likeness and all Work provided hereunder are new and original to Brand Ambassador and do not infringe the intellectual property rights, privacy rights, or publicity rights of any third party;
(iv) Brand Ambassador has the full and unrestricted right and authority to enter into and perform this Agreement and to grantthe rights granted herein;
(v) Brand Ambassador has complied and will comply with all applicable laws, rules and regulations in rendering the services to be performed under this Agreement, including without limitation, any AQ Strong policies (such as the privacy policy and trademark usage policy);
(vi) Brand Ambassador has no commitments or obligations inconsistent with this Agreement;
(vii) the Work will not contain any disparaging, pornographic, defamatory and/or illegal material. Brand Ambassador agrees and understands that during the term of this Agreement, Brand Ambassador shall not provide services to any competitor without prior written consent from AQ Strong. Brand Ambassador will not promote the Products through unsolicited or spam emails.7. Release and Indemnity
8. Confidential Information
During the term of this Agreement, Brand Ambassador will regard any information provided to it by AQ Strong as confidential (“Confidential Information”). Brand Ambassador will not disclose AQ Strong’s Confidential Information to any third party without the prior written consent of AQ Strong, nor make use of any of AQ Strong’s Confidential Information except in its performance under this Agreement. Information will not be deemed Confidential Information hereunder if such information is known prior to receipt from AQ Strong without any obligation of confidentiality, or becomes publicly known or otherwise publicly available, except through a breach of this Agreement. Each party accepts responsibility for the actions of its agents or employees and shall protect the other party’s Confidential Information in the same manner as it protects its own valuable confidential information, but in no event shall less than reasonable care be used. Brand Ambassador acknowledges that disclosure of any
Confidential Information may give rise to irreparable injury to AQ Strong, and AQ Strong may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available.
9. Term and Termination
PROBATIONARY PERIOD: Each party shall enter into a 60 day probationary period whereby the agreement may be terminated without cause with immediate effect by either party.
Thereafter the terms of this agreement shall be with effect from end of the probationary period to last for one (1) year (the “Initial Term”), after which such agreement may be renewed for successive one year terms (each a “Renewal Term”) upon mutual agreement by the parties. The Initial Term and any Renewal Term(s) shall collectively be referred to as the “Term”. The Agreement may be terminated only
(i) upon 30 days written notice by either party, as a result of breach of the other party where such breach is not cured during the 30 day notice period; or
(ii) upon 30 days written notice by AQ Strong, for any reason or no reason.
Notwithstanding anything else in this Agreement to the contrary, the Parties agree that Sections 3-11 shall survive any termination or expiration of this Agreement.