PARTNERSHIP AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND BROADPLACE ADVERTISING LTD
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND
THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE
FOR EACH AND EVERY TERM AND CONDITION.
1.
Overview
This Agreement contains the complete terms and conditions that apply to you becoming
a partner with the Clickfund.co.uk Partnership Program. The purpose of this Agreement
is to allow HTML linking between your web site and the Clickfund.co.uk web site
as well as recommending us to other Organisations. Please note that throughout this
Agreement, "we," "us," and "our" refer to Clickfund.co.uk, and "you," "your," and
"yours" refer to the partner.
2.
Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application
at the Clickfund.co.uk server. The fact that we auto-approve applications does not
imply that we may not re-evaluate your application at a later time. We may reject
your application at our sole discretion. We may cancel your application if we determine
that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability,
sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on
any copyright, trademark or other intellectual property rights or to violate the
law
2.1.6. Includes "Clickfund" or “Broadplace” or variations or misspellings thereof
in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene,
harassing, or racially, ethnically or otherwise objectionable to us in our sole
discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission
from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate,
explicitly or implied in a manner which resembles our website nor design your website
in a manner which leads customers to believe you are Clickfund.co.uk or any other
affiliated business.
2.2. As a member of Clickfund.co.uk's Partner Program, you will have access to a
Partner Dashboard. Here you will be able to review our Program’s details and previously-published
partner newsletters, download HTML code (that provides for links to web pages within
the Clickfund.co.uk web site) and banner creatives, browse and get tracking codes
for our coupons and deals. In order for us to accurately keep track of all guest
visits from your site to ours, you must use the HTML code that we provide for each
banner, text link, or other partner link we provide you with.
2.3. Clickfund.co.uk reserves the right, at any time, to review your placement and
approve the use of Your Links and require that you change the placement or use to
comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility.
We may monitor your site as we feel necessary to make sure that it is up-to-date
and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property
and other laws that pertain to your site. You must have express permission to use
any person's copyrighted material, whether it be a writing, an image, or any other
copyrightable work. We will not be responsible (and you will be solely responsible)
if you use another person's copyrighted material or other intellectual property
in violation of the law or any third party rights.
3.Clickfund.co.uk Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are
following the terms and conditions of this Agreement. We may notify you of any changes
to your site that we feel should be made, or to make sure that your links to our
web site are appropriate and to notify further you of any changes that we feel should
be made. If you do not make the changes to your site that we feel are necessary,
we reserve the right to terminate your participation in the Clickfund.co.uk Partnership
Program.
3.2. Clickfund.co.uk reserves the right to terminate this Agreement and your participation
in the Clickfund.co.uk Partnership Program immediately and without notice to you
should you commit fraud in your use of the Clickfund.co.uk Partnership Program or
should you abuse this program in any way. If such fraud or abuse is detected, Clickfund.co.uk
shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Partnership application,
and will continue unless terminated hereunder.
4. Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving
the other party written notice. Written notice can be in the form of mail, email
or fax. In addition, this Agreement will terminate immediately upon any breach of
this Agreement by you.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our
sole discretion. In such event, you will be notified by email. Modifications may
include, but are not limited to, changes in the payment procedures and Clickfund.co.uk's
Partnership Program rules. If any modification is unacceptable to you, your only
option is to end this Agreement. Your continued participation in Clickfund.co.uk's
Partnership Program following the posting of the change notice or new Agreement
on our site will indicate your agreement to the changes.
6.Payment
Clickfund.co.uk handles all of the tracking and payments due on referrals made.
Your commission will be paid only once we have received the initial payment from
the referee.
7.Access to Partnership Account Interface
You will create a password so that you may enter Clickfund.co.uk’s secure Partner
account interface. From the site you will be able to receive your reports that will
describe our calculation of the commissions due to you.
8.Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that
mentions Clickfund.co.uk could be perceived by the public or the press as a joint
effort. You should know that certain forms of advertising are always prohibited
by Clickfund.co.uk. For example, advertising commonly referred to as "spamming"
is unacceptable to us and could cause damage to our name. Other generally prohibited
forms of advertising include the use of unsolicited commercial email (UCE), postings
to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In
addition, you may not advertise in any way that effectively conceals or misrepresents
your identity, your domain name, or your return email address. You may use mailings
to customers to promote Clickfund.co.uk so long as the recipient is already a customer
or subscriber of your services or web site, and recipients have the option to remove
themselves from future mailings. Also, you may post to newsgroups to promote Clickfund.co.uk
so long as the news group specifically welcomes commercial messages. At all times,
you must clearly represent yourself and your web sites as independent from Clickfund.co.uk.
If it comes to our attention that you are spamming, we will consider that cause
for immediate termination of this Agreement and your participation in the Clickfund.co.uk
Partnership Program. Any pending balances owed to you will not be paid if your account
is terminated due to such unacceptable advertising or solicitation.
8.2. Partnerships that, among other keywords, or exclusively bid in their Pay-Per-Click
campaigns on keywords such as clickfund.co.uk, clickfund, www.clickfund, www.clickfund.co.uk,
and/or any misspellings or similar alterations of these – be it separately or in
combination with other keywords – and do not direct the traffic from such campaigns
to their own website prior to re-directing it to ours, will be considered trademark
violators, and will be banned from Clickfund's Partnership Program. We will do everything
possible to contact the Partner prior to the ban. However, we reserve the right
to expel any trademark violator from our Partnership program without prior notice,
and on the first occurrence of such PPC bidding behavior.
8.3. Partners are not prohibited from keying in prospect’s information into the
lead form as long as the prospects’ information is real and true, and these are
valid leads (i.e. sincerely interested in Clickfund’s service).
8.4. Partners shall not transmit any so-called “interstitials,” “Parasiteware™,”
“Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations
and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to
consumers from the time the consumer clicks on a qualifying link until such time
as the consumer has fully exited Clickfund’s site (i.e., no page from our site or
any Clickfund.co.uk’s content or branding is visible on the end-user’s screen).
As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application
that (a) through accidental or direct intent causes the overwriting of affiliate
and non affiliate commission tracking cookies through any other means than a customer
initiated click on a qualifying link on a web page or email; (b) intercepts searches
to redirect traffic through an installed software, thereby causing, pop ups, commission
tracking cookies to be put in place or other commission tracking cookies to be overwritten
where a user would under normal circumstances have arrived at the same destination
through the results given by the search (search engines being, but not limited to,
Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory
engines); (c) set commission tracking cookies through loading of Clickfund site
in IFrames, hidden links and automatic pop ups that open Clickfund.co.uk’s site;
(d) targets text on web sites, other than those web sites 100% owned by the application
owner, for the purpose of contextual marketing; (e) removes, replaces or blocks
the visibility of Partnership banners with any other banners, other than those that
are on web sites 100% owned by the owner of the application.
9.Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access
our site through HTML links solely in accordance with the terms of this Agreement
and (ii) solely in connection with such links, to use our logos, trade names, trademarks,
and similar identifying material (collectively, the "Licensed Materials") that we
provide to you or authorize for such purpose. You are only entitled to use the Licensed
Materials to the extent that you are a member in good standing of Clickfund.co.uk's
Partnership Program. You agree that all uses of the Licensed Materials will be on
behalf of Clickfund.co.uk and the good will associated therewith will inure to the
sole benefit of Clickfund.co.uk.
9.2. Each party agrees not to use the other's proprietary materials in any manner
that is disparaging, misleading, obscene or that otherwise portrays the party in
a negative light. Each party reserves all of its respective rights in the proprietary
materials covered by this license. Other than the license granted in this Agreement,
each party retains all right, title, and interest to its respective rights and no
right, title, or interest is transferred to the other.
10.Disclaimer
CLICKFUND.CO.UK MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING
CLICKFUND.CO.UK SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN,
ANY IMPLIED WARRANTIES OF CLICKFUND.CO.UK ABILITY, FITNESS FOR A PARTICULAR PURPOSE,
AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE
NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR
FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11.Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and
constitutes your legal, valid, and binding obligation, enforceable against you in
accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by
the terms and conditions of this Agreement and to perform your obligations under
this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted
to us in this Agreement.
12.Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT
UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES
(INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS
OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN
NO EVENT SHALL CLICKFUND.CO.UK'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED
TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT
OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU
UNDER THIS AGREEMENT.
13.Indemnification
You hereby agree to indemnify and hold harmless Clickfund.co.uk, and its subsidiaries
and affiliates, and their directors, officers, employees, agents, shareholders,
partners, members, and other owners, against any and all claims, actions, demands,
liabilities, losses, damages, judgments, settlements, costs, and expenses (including
reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to
as "Losses") insofar as such Losses (or actions in respect thereof) arise out of
or are based on (i) any claim that our use of the affiliate trademarks infringes
on any trademark, trade name, service mark, copyright, license, intellectual property,
or other proprietary right of any third party, (ii) any misrepresentation of a representation
or warranty or breach of a covenant and agreement made by you herein, or (iii) any
claim related to your site, including, without limitation, content therein not attributable
to us.
14.Confidentiality
All confidential information, including, but not limited to, any business, technical,
financial, and customer information, disclosed by one party to the other during
negotiation or the effective term of this Agreement which is marked "Confidential,"
will remain the sole property of the disclosing party, and each party will keep
in confidence and not use or disclose such proprietary information of the other
party without express written permission of the disclosing party.
15.Miscellaneous
15.1. Neither party may assign its rights or obligations under this Agreement to
any party, except to a party who obtains all or substantially all of the business
or assets of a third party.
15.2. This Agreement shall be governed by and interpreted in accordance with the
laws of the United Kingdom without regard to the conflicts of laws and principles
thereof.
15.3. You may not amend or waive any provision of this Agreement unless in writing
and signed by both parties.
15.4. This Agreement represents the entire agreement between us and you, and shall
supersede all prior agreements and communications of the parties, oral or written.
15.5. The headings and titles contained in this Agreement are included for convenience
only, and shall not limit or otherwise affect the terms of this Agreement.
15.6. If any provision of this Agreement is held to be invalid or unenforceable,
that provision shall be eliminated or limited to the minimum extent necessary such
that the intent of the parties is effectuated, and the remainder of this agreement
shall have full force and effect.