Home Choice Videos (N.I.) Ltd., trading as Refersoft.com and Refersoft.co.uk

Agreement

This Agreement (the "Agreement") governs the relationship between us ("Us") the affiliate (the "Affiliate") and the merchant (the "Merchant"), you (You) must agree to abide by all of these Terms and Conditions before you will be allowed to proceed as either a Merchant or an Affiliate.

1. The Merchant shall, at his cost, provide unique links (the "Links") to the Affiliate to enable accurate tracking of commissions. The affiliate shall incorporate and maintain these Links within his own Web site, at his own cost, to enable a visitor to the Affiliate's web site to navigate directly to the Merchant's web site upon the terms of this Agreement. Subject to the terms of this Agreement, the Merchant will pay the Affiliate a percentage of sales or a set amount per unique visitor as agreed between the Merchant and the Affiliate. The Affiliate must ensure that the Links from his Website to the Merchant's Web site are properly formatted to allow accurate tracking and reporting and accrual of referral fees. The Merchant will not be liable for paying commissions on sales that are not correctly tracked and reported because the Links are not properly formatted

 

2. The Affiliate Programme is intended for commercial use only and the Affiliate may not purchase products/services through the Affiliate Programme for his own use or that of his friends or relatives or for resale or commercial use of any kind (except unless previously agreed and with the Merchant's written consent). If a refund is given on a sale that generated a commission, and that commission has already been paid to the Affiliate, the Merchant will deduct the corresponding amount from the Affiliate's next payment. If there is no subsequent payment the Merchant will send the Affiliate an invoice for that amount.

3. The Merchant is responsible for the quality, content and supply of all customer orders. Without limitation, the Merchant is responsible, at his cost, for processing all Customer orders, including receiving, filing, shipping and handling, collecting payment, tracking, insurance and transaction security. All referred customer orders shall be placed directly with the Merchant and the Merchant shall inform the customer that the Merchant alone is responsible for all aspects of the sale of their goods or services and the relationship with the customer and that customer's remedies for defective or non-delivered goods or services lie against the Merchant. The Affiliate is not involved in the transaction between Merchant and Customer, and will bear no liability in that respect.

4. Subject to the licence granted to the Merchant under this agreement, the Merchant reserves all of his right, title and interest in his copyright, trademark, design and other intellectual property rights of the Merchant service marks, logos and other distinctive brand features of the Merchant (the "Marks). The Merchant grants to the Affiliate, during the duration of this Agreement, a non-exclusive, royalty-free, world-wide licence to use, transmit, reproduce and display the Marks, as supplied to the Affiliate by the Merchant, on the Affiliate’s Web site for the purpose of enabling the Links; provided, however, that any promotional or other materials containing the Marks will be subject to the Merchant's prior approval. All goodwill arising in the Marks out of any use of any of the Marks by the Affiliate will inure solely to the benefit of the Merchant. The Affiliate may not make any public announcement with respect to this Agreement or his participation in the Affiliate Program without the Merchant's prior written consent, which may be withheld at his sole discretion.

Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the parties.

 

5. The Merchant will create, following the completion of each calendar month during the term of this Agreement, a report (the "Sales Report") detailing: the total referred revenue for the preceding month and the total Commission payable by the Merchant to the Affiliate for that period based on the agreed commission paid on resultant sales/unique visits. The Merchant shall pay the Affiliate the Commission due for each period within 30 days of the end of the period subject to a minimum commission payment of £50. Smaller amounts will be carried forward to the next period until the minimum £50 payment is reached. Payment will be made to the PayPal account the Affiliate supplied and it is the Affiliate’s responsibility to ensure that this detail remains accurate and up-to-date.

 

6. For the duration of this Agreement, both the Merchant and the Affiliate agree that their respective Websites will: comply with all applicable laws and regulations; not infringe any intellectual property rights of a third party; not libel, defame, cause injury to, invade the privacy of or otherwise infringe or violate the rights of any person or third party; not contain any defamatory, pornographic or unlawful content; not link directly to any material which is in breach of the provisions of this Agreement. If at any time during the Term any part of the respective Sites is not in accordance with the provisions of this Agreement, then you shall remove the offending part of the content of Your Site and replace it with alternative content which is not in breach of this Agreement.

 

7. We reserve the right to amend the provisions of this Agreement at any time. ReferSoft will inform you of any changes, and your continued use of the Service after any amendments to the provisions of this Agreement shall be deemed to be your binding acceptance of such amendments.

 

8. Each party to this Agreement represents and warrants to the other that it has, and will retain during the Term all right, title and authority to enter into this Agreement, to grant to the other party the rights and licences granted in this Agreement, and to perform all of its obligations under this Agreement. The Affiliate shall fully indemnify and keep fully indemnified the Merchant (and its directors, employees and agents) on demand against any liability, damage, expense, loss, claim or cost suffered by the Merchant as a result of any breach by the Affiliate of his obligations under this Agreement.

 

9. Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees. Neither party shall be liable to the other for any indirect, consequential or special damages arising out of or in connection with this Agreement.

 

10. Any failure by either party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time. You may not assign your rights or delegate your duties under this Agreement. Nothing in this Agreement shall be deemed to create a relationship of joint venture, principal-agent or partnership relationship between the Affiliate and the Merchant, and neither party shall hold itself out in it’s advertising or in any other manner that would indicate or imply any such relationship with the other. This Agreement constitutes the entire agreement between the parties with respect to the subject matter. All prior agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter are superseded and cancelled in their entirety. If any provision of this Agreement is adjudged to be invalid, void, or unenforceable, the parties agree that the remaining provisions hereof will not be affected thereby, that the provision in question may be replaced by the lawful provision that most nearly embodies the original intention of the parties, and this Agreement will in any event remain valid and enforceable.

 

11. Both parties undertake, in relation to information relating to an identified or identifiable individual, partnership, corporation or other entity ("Personal Data") received pursuant to the operation of this Agreement, to comply at all times (both during the subsistence and after termination of this Agreement) with any obligations imposed under the terms of the United Kingdom Data Protection legislation and any other legislation or self-regulatory guidelines from time to

time relating to the holding, use and/or disclosure of Personal Data applicable in the United Kingdom or other relevant jurisdiction.

 

12. Each arrangement made concerning this Agreement shall be deemed to have been carried out in the United Kingdom. This Agreement shall be governed by the laws of England and the parties submit to the exclusive jurisdiction of the courts of England.

 

DEFINITIONS

AGREEMENT - this document, when accepted by you.

YOU - you!

Us - Home Choice Videos (N.I.) Ltd trading as Refersoft.com and Refersoft.co.uk

MERCHANT - the owner of the web site that the Link points to.

AFFILIATE - the owner of the web site that displays the Merchant's Link, and the person who receives the Commissions.

LINK/S - can be a banner, text ad or pop-up, which when clicked navigates the user directly to the Merchant's web site.

COMMISSION - a payment made by the Merchant directly to the Affiliate for sending traffic/customers to the Merchant's web site. ReferSoft take no percentage of this payment. (NB: If the Affiliate is VAT registered, then VAT must be added to the Commissions paid to that Affiliate, regardless of whether or not the Merchant is VAT registered). (UK Affiliates)

SALES REPORT - a list of all transactions in a calendar month which qualify for commission, and the amount of commission due. This is generated by ReferSoft's software, and each party can view their respective sections from it at any time.

Marks - As above, any copyright, trademark, design, other intellectual property rights, service marks, logos and other distinctive brand features of the Merchant.

 

NOTES

Please be sure you understand your obligations under this agreement before proceeding.

This agreement is provided as a matter of courtesy only.