AFFILIATE TERMS & CONDITIONS
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND PHONIC BOOKS LTD.
BY SUBMITTING A COMPLETED REGISTRATION FORM, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ AND ACCEPTED THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in the Phonic Books Ltd Affiliate Programme. The purpose of this Agreement is to allow HTML linking between your website and www.phonicbooks.co.uk. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Phonic Books Ltd and “you,” “your,” and “yours” refer to you, the affiliate.
2. Affiliate Obligations
2.1. To begin the enrolment process, you will need to complete an application form. Approval of your application 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 Programme, including if it:
2.1.1. Promotes sexually explicit materials or content
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 “phonicbooks” or variations or misspellings thereof in its domain name or any other similar domain name to us
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 Programme.
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 Phonic Books Ltd or any other affiliated business.
2.2. As a member of Phonic Books Ltd’s Affiliate Programme, you will have access to the affiliate account interface. Here you will be able to see various information relating to your individual Affiliate Programme.
2.3. Phonic Books Ltd 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. Phonic Books Ltd – 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 and to ensure that your links to our website are appropriate. If you do not make changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Phonic Books Ltd Affiliate Programme.
3.2. Phonic Books Ltd reserves the right to terminate this Agreement and your participation in the Phonic Books Ltd Affiliate Programme immediately and without notice to you should you commit fraud in your use of the Phonic Books Ltd Affiliate Programme or should you abuse this Programme in any way. If such fraud or abuse is detected, Phonic Books Ltd shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder.
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. Upon termination you will promptly remove from your site any links to our website at www.phonicbooks.co.uk and any references to your participation in the Phonic Books Ltd Affiliate Programme.
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 Phonic Books Ltd’s Affiliate Programme rules. If any modification is unacceptable to you, discussion may be possible, but we reserve the right to any final decision. Your continued participation in Phonic Books Ltd Affiliate Programme following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
6. Commission & Payment
Commission will only be paid for transactions that have been successfully completed on our UK website, ‘www.phonicbooks.co.uk’. Transactions that result in chargebacks or refunds will not be paid out. Our standard commission is 10% of total sales after any promotional discounts have been applied and not to include post & packing. This will be reviewed after 6 months and annually thereafter.
To protect our 30 days returns policy, commission payment will be made on the first working day of the month, which is AT LEAST 30 days after a sale has been made. Payments will be made monthly via Paypal, providing your account balance is over £50 US. Any Affiliate balance less than this will be carried over until the £50 US minimum is reached.
7. Promotion Restrictions
7.1. You are free to promote your own websites, but naturally any promotion that mentions phonicbooks.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 phonicbooks.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 Phonic Books Ltd so long as the mailings comply with applicable UK marketing laws, the recipient is already a customer or subscriber of your services or website, has not previously opted out of promotional mailings and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Phonic Books Ltd so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your websites as independent from phonicbooks.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 Phonic Books Affiliate Programme. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
7.2. Affiliates must not use keywords such as Phonic Books Ltd, www.phonicbooks.co.uk and/or any misspellings or similar alterations of these, in any bids for keywords or google ads (or similar Programmes at other search engines), in any search engine advertising (paid or otherwise), in any metatags, google ads (or similar Programmes at other search engines), key words, advertising, search terms, code, or otherwise. This will be considered trademark violation, and such affiliates will be banned from Phonic Books Ltd’s Affiliate Programme. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our Affiliate Programme without prior notice, and on the first occurrence of such PPC bidding behaviour.
7.3. Affiliates 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 Phonic Books Ltd’s site (i.e., no page from our site or any of Phonic Books Ltd’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, Opera, Bing and similar search or directory engines); (c) set commission tracking cookies through loading of Phonic Books Ltd site in IFrames, hidden links and automatic pop ups that open our site; (d) targets text on websites, other than those websites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.
7.4 Promotions and discount codes are non-exclusive and may be offered to other Phonic Books’ Affiliates at our discretion.
8. Grant of Licenses
8.1. 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 Phonic Books Ltd Affiliate Programme. You agree that all uses of the Licensed Materials will be on behalf of Phonic Books Ltd and the goodwill associated therewith will inure to the sole benefit of Phonic Books Ltd.
8.2. 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.
PHONIC BOOKS LTD MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING PHONIC BOOKS LTD’S SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF PHONIC BOOKS LTD’S 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.
10. Representations and Warranties
You represent and warrant that:
10.1. 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;
10.2. 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;
10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
11. 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 PHONIC BOOKS LTD’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.
You hereby agree to indemnify and hold harmless phonicbooks.co.uk and its directors against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable lawyers’ 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 or breach of 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.
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.
14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
14.2. 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.
14.3. This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales without regard to the conflicts of laws and principles thereof. Each party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14.5 This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement. The rights of the parties to rescind or vary this Agreement are not subject to the consent of any other person.
14.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
14.6. 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.
14.7. 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.