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(1) 506 Software Ltd, a company incorporated in England and Wales under registered number 14959131 (the Merchant); and
(2) the Affiliate (each a Party and collectively the Parties).
Meanings
1. In the Terms the following words are defined:
Terms - The Terms set out in this document including any amendments agreed in writing;
Confidential Information - Information (however recorded or preserved) acquired by a party under the Terms which is confidential to the other party because it:
a. concerns its business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software; or
b. has been developed by the other party under the Terms.
Converted Lead - any unique End User who registers and pays for any Merchant services resulting directly from the promotion of the Merchant Website by the Affiliate. For the avoidance of doubt, an End User shall not qualify as a Converted Lead if that End User has previously registered and paid for any Merchant services.
End User - any person (individual, partnership, company or other organization) who makes use of a web browser to access and view web pages;
Merchant Services - the services which are sold by the Merchant - Shopify App Services.
Merchant Website - https://www.506.io and https://apps.shopify.com/partners/fiftypoint6
Promotional Content - the Merchant's trade name, the Merchant Website, trade or service marks, trade names, trade dress, logos, domain names, descriptions of the Merchant services, associated keywords, and links, or other copy or content of any type that is provided by the Merchant to the Affiliate for the purposes of this Terms.
Promotional Content and Website links
2. The Affiliate is authorized on a non-exclusive basis to promote the Merchant services to its website visitors using the Promotional Content.
3. The Merchant agrees to provide the Affiliate with the Promotional Content solely for the purposes of promoting the Merchant's services. Use of the Merchant’s Promotional Content is subject to the restrictions of these Terms and the Merchant can object to any use of Promotional Content if it deems the use to be inappropriate or inaccurate or for any other reason in its absolute discretion.
4. Each Party retains sole and exclusive ownership and control over its website and is solely responsible for maintaining and updating its own website.
5. The Merchant is not liable in any way for any claims relating to the use of the Promotional Content by the Affiliate and the Affiliate agrees to indemnify the Merchant against all and any claims, damages, losses, liabilities, costs and expenses relating to the Affiliate’s use of the Promotional Content.
Reporting
6. The parties will provide each other with relevant periodic reports of data relating to the value (traffic, completed sales, revenues, etc.) derived from individual activities as described in these Terms.
Tracking of End Users and Compliance
7. The Affiliate will use and implement reasonable tracking mechanisms in order to permit the Merchant to accurately track Converted Leads. This will be done primarily using the Shoffi platform (https://shoffi.app).
8. In the performance of its obligations under these Terms, the Affiliate will comply with all applicable laws and regulations, including consumer protection and unfair trading regulations and shall not engage in any fraudulent activities such as cookie stuffing or link interception. The Affiliate acknowledges that any editorial content about services must be accompanied by a prominent statement that the affiliate is being paid to promote the services.
9. The Affiliate always undertakes and covenants that they will comply with the requirements of the Data Protection Act 2018 in respect of recording End User’s details or obtaining or making use of email addresses.
10. Affiliate warrants that its site(s) and content does not:
a. promote sexually explicit materials;
b. promote violence;
c. promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
d. promote illegal activities; or
e. incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
Payments
11. The Merchant will pay the Affiliate a fee as defined on the Shoffi platform for each Converted Lead. The fee is inclusive of any VAT payable by the Merchant to the Affiliate. Approval and acceptance of any Converted Lead shall be at the Merchant’s sole discretion, and the Merchant may reject any such Converted Lead or any acceptance for any reason.
12. All payments will be made when the Shoffi payout limit is reached and at a time best suited to the Merchant’s accounts department.
Limited License
13. The Merchant hereby grants the Affiliate, for the duration of these Terms, a limited, revocable, non-exclusive, non-transferable, royalty-free license to:
a. use and reproduce the Promotional Content in strict compliance with these Terms; and
b. display the Promotional Content on the Affiliate’s website (and/or other marketing methods) and with such other guidelines as may be identified by the Merchant from time to time solely for the purpose of marketing the Merchant services as provided in these Terms. Any such use or proposed use of the Promotional Content shall be presented to the Merchant for approval not less than 10 business days prior to the intended date of use.
14. The Affiliate must not alter or permit alteration of or remove or modify or permit removal or modification of, any of the Promotional Content, or other identifying marks placed by the Merchant or its agents on the services or associated documentation or literature, without the Merchant’s prior written approval. Except as specifically provided in these Terms, nothing in these Terms gives the Affiliate any right, title or interest in any of the Promotional Content, services, any underlying intellectual property, or goodwill of the Merchant. The Affiliate acknowledges that the Promotional Content, services, any underlying intellectual property, and any related goodwill are the sole and exclusive property of the Merchant. The Affiliate must not, during the term of these Terms and afterwards, challenge or assist others to challenge the Promotional Content or its registration or attempt to register any trademarks, service marks, marks, trade names or domain names that are in any way confusingly similar to the Promotional Content.
15. The Affiliate agrees that it will cease using the Promotional Content immediately upon request, and this license terminates automatically when the partnership terminates.
Termination
16. A party can terminate the partnership for any reason by giving the other 90 days' notice.
17. A party can terminate the partnership immediately by giving written notice to the other party if that other party:
a. does not pay any sum due to it under the Terms within 30 days of the due date for payment;
b. commits a material breach of the Terms (which, if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied;
c. persistently breaches any term of these Terms;
d. is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;
e. is a company over any of whose assets or property a receiver is appointed;
f. makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986); or
g. (if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation.
18. Termination of the partnership does not affect either party’s rights (including rights to be paid) or remedies as at the date of termination. Other than as set out in the Terms, neither party has any further obligation to the other under the Terms after its termination.
19. On termination of the partnership for any reason, the Affiliate must permanently remove all Promotional Content from its website (and/or other marketing methods) and return it to the Merchant.
Confidentiality
20. Each party will only use Confidential Information to perform its obligations under the Terms and will not cause or allow the information to be disclosed except:
a. where required by law, court order or any governmental or regulatory body;
b. to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Terms and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
c. where the information has become generally available to the public (other than as a result of disclosure in breach of the Terms by the party or any of its employees, officers, sub-contractors, representatives or advisers);
d. where the information was available or known to it on a non-confidential basis before being disclosed under the Terms; or
e. where the information was developed by or for it independently of the Terms and is received by persons who are not the disclosing party.
Limitation of Liability
21. The Terms constitute the entire Terms between the parties and replace all prior discussions, arrangements or Terms that might have taken place. All warranties, conditions and other terms implied by statute or common law are excluded from the Terms to the fullest extent permitted by law, without in any way limiting or excluding liability for personal injury, fraud or fraudulent misrepresentation.
22. The total liability of the Merchant to the Affiliate in relation to any event or series of related events is limited to the fees due to the Affiliate under these Terms.
23. No party will be liable to any other party under the Terms (except where required by law) for any:
a. special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
b. loss or corruption of any data, information, database or software;
c. loss of profits;
d. loss of business;
e. depletion of goodwill and/or similar losses;
f. loss of anticipated savings.
Changes to Merchant Services
24. The Merchant can change any terms of the Merchant services including pricing. The Affiliate must immediately replace existing Promotional Content with any updated Promotional Content as provided by the Merchant.
Data Protection
25. Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) the UK General Data Protection Regulation and any national implementing and supplementary laws, regulations and secondary legislation, including the Data Protection Act 2018. This clause is in addition to and does not reduce, remove or replace, a party’s obligations arising from such requirements. The Affiliate must not sell or pass on any Converted Lead data to any third party.
General
26. No Party may assign, transfer, sub-contract or otherwise make over to any third party the benefit and/or burden of the Terms without the prior written consent (not to be unreasonably withheld) of the other Party.
27. Both Parties to these Terms warrant that they are authorized and permitted to enter into these Terms, and have obtained all necessary permissions and approvals.
28. Affiliate is an independent contractor, and nothing in these Terms will create any joint venture, agency, franchise, sales representative, or employment relationship between Affiliate and Merchant.
29. The Contracts (Rights of Third Parties) Act 1999 does not apply to the Terms and no third Party has any right to enforce or rely on any provision of the Terms.
30. If any court or competent authority finds that any provision (or part) of the Terms is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Terms will not be affected.
31. Any notice (other than in legal proceedings) to be delivered under the Terms must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other Party’s registered address or place of business, or sent by email to the email address notified by the other Party. Notices:
a. sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second business day and, where posted from or to addresses outside the United Kingdom, on the tenth business day following the date of posting;
b. delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and
c. sent by email will be deemed to have been received on the next business day after sending.
Governing Law and Jurisdiction
32. These Terms will be governed by and interpreted according to English and Welsh law. All disputes and claims arising under the Terms (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the English and Welsh courts.
The Parties have agreed to these Terms when joining the 506 Software affiliate program.
