Affiliate’s Obligations. 2.1. The Affiliate is solely responsible for the development, operation, and maintenance of all its Marketing Material, and all content on/or linked to its Marketing Material, however this shall not include the Banner(s) and/or Text Link(s). 2.2. Upon the Company’s request, the Affiliate shall be under an obligation to remove immediately and without any undue delay from any Marketing Material any content referencing the Group including the Tracking Link(s) and Banner(s) and/or Text Link(s). 2.3. The Affiliate may only use the Banner(s) and/or Text Link(s) provided to it directly by the Company that are available through the Affiliate Program. The Affiliate will be under an obligation to immediately remove any outdated Banner(s) and/or Text Link(s) upon Company’s first request. 2.4. The Banner(s) and/or Text Link(s) must link to the Site(s) and/or Group’s landing pages and/or any other web-page that was pre approved in writing by the Company. 2.5. The Affiliate hereby acknowledge that its conduct has the potential to cause substantial damage to the Group including its reputation and goodwill, and is therefore under an obligation to consider at all times the goodwill and reputation of the Group and to act in an appropriate manner. 2.6. The Affiliate is under an obligation to ensure that its Marketing Material, which includes but is not limited to all materials and content contained therein: (i) is not illegal or unlawful, (ii) do not infringe any proprietary right of any third party which includes but is not limited to intellectual property or personal rights of any third party; and (iii) do not contain or link to any material which the Group deems is in any way threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains any content which: (a) is unlawful;
Appears in 1 contract
Sources: Affiliation Agreement
Affiliate’s Obligations. 2.111.1. The Affiliate is solely responsible for the development, operation, and maintenance of all its Marketing Material, and all content on/or linked to its Marketing Material, however this shall not include the Banner(s) and/or Text Link(s).
2.211.2. Upon the Company’s request, the Affiliate shall be under an obligation to remove immediately and without any undue delay from any Marketing Material any content referencing the Group Partners including the Tracking Link(s) and Banner(s) and/or Text Link(s).
2.311.3. The Affiliate may only use the Banner(s) and/or Text Link(s) provided to it directly by the Company that are available through the Affiliate Program. The Affiliate will be under an obligation to immediately remove any outdated Banner(s) and/or Text Link(s) upon Company’s first request.
2.411.4. The Banner(s) and/or Text Link(s) must link to the Site(s) and/or Group’s Partners’ landing pages and/or any other web-page that was pre approved preapproved in writing by the Company.
2.511.5. The Affiliate hereby acknowledge that its conduct has the potential to cause substantial damage to the Group Partners including its reputation and goodwill, and is therefore under an obligation to consider at all times the goodwill and reputation of the Group Partners and to act in an appropriate manner.
2.611.6. The Affiliate is under an obligation to ensure that its Marketing Material, which includes but is not limited to all materials and content contained therein: (i) is not illegal or unlawful, (ii) do not infringe any proprietary right of any third party which includes but is not limited to intellectual property or personal rights of any third party; and (iii) do not contain or link to any material which the Group Partners deems is in any way threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains any content which: (a) is unlawful;; (b) is harmful, threatening, libellous defamatory, obscene, harassing or otherwise objectionable; (c) promotes violence or discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age); (d) promotes or encourages any unlawful or illegal activities; (e) is profane; or (f) is politically sensitive or controversial (collectively, "Objectionable Content"). If the Partners deems that the Marketing Material of the Affiliate contains any Objectionable Content, the Partners may reject the Affiliates application to the Affiliate Program and/or terminate this Agreement with immediate effect and/or withhold any past and/or future Affiliate Commission which have accrued and/or which shall accrue to the Affiliate’s benefit.
11.7. The Affiliate hereby acknowledges and agrees that it is under an obligation to safeguard that its Marketing Material: (i) complies with all applicable laws, regulations, codes of conduct, rules, conditions and directives as well as other legal requirements that govern the manner in which it may operate and market and advertise services and products (these include, consumer protection laws, fair marketing rules, etc.); and (ii) does not contain any spyware, adware, Trojans, viruses, worms, spybots, keyloggers, malware or other unwanted threats. If at any time the Partners determines that the Affiliate has breached this clause, the Partners reserves the right to terminate this Agreement and the Affiliate’s participation in the Affiliate Program with immediate effect and/or withhold any past and/or future Affiliate Commission which have accrued and/or which shall accrue to the Affiliate’s benefit.
11.8. Anti-Spam Policy: Further to the above, the Affiliate must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. From time to time, the Company may request - prior to Affiliate’s sending emails containing linking or referencing the Affiliate Program - that the Affiliate submit the final version of its email to the Company for approval. It is solely the Affiliate’s obligation to ensure that the email complies with the aforementioned Act. The Affiliate agrees not to rely upon the Company’s approval of its email for compliance with the Act, or assert any claim that it is in compliance with the Act based upon the Company’s approval.
11.9. The Affiliate hereby agrees that it is under an obligation to immediately comply with all instructions and/or guidelines provided by the Partners and/or published on the Affiliate Program in relation to the Affiliate’s activities in promoting the Site(s). If the Affiliate is in breach of the foregoing, the Partners reserves the right to immediately terminate this Agreement and the Affiliate’s participation in the Affiliate Program and/or withhold any past and/or future Affiliate Commissions which have accrued and/or which shall accrue to the Affiliate’s benefit.
11.10. The Affiliate hereby undertakes to indemnify and hold the Partners, its affiliates and their respective directors, officers, members, employees, representatives and advisors harmless from all claims, damages, and expenses (including, without limitation, legal fees and expert witness fees) arising from the development, operation, maintenance of its Marketing Material and/or its websites or any materials, products or services linked to the direct or indirect performance of its obligations under this Agreement.
11.11. The Affiliate hereby undertakes not to make any representations, warranties or undertakings in connection with the Company or the Partners or make any other statements concerning the Partners or the Affiliate Program or any of the Partners’ respective products or services, except as expressly authorized herein.
11.12. The Affiliate is under an obligation to ensure that the Marketing Material does not copy or resemble the look and feel of the Site(s), create the impression that it is part of the Site(s) or create the impression that the Affiliate’s Marketing Material is endorsed by the Partners or the Affiliate Program, without prior written permission from the Company and/or the Partners.
11.13. The Affiliate acknowledges and agrees that none of its Marketing Material will contain any content of the Site(s) or any materials which are proprietary to the Company or the Partners, unless permitted in writing by the Company and/or the Partners.
11.14. The Affiliate is under an obligation to comply with all the: (i) obligations, requirements and restrictions under this Agreement; and (ii) laws, rules and regulations as they relate to its business, its Marketing Material or its use of the Banner(s) and/or Text Link(s).
11.15. The Affiliate is under an obligation to comply with the terms, conditions, guidelines and policies of any third party service providers used by the Affiliate in connection with the promotion and/or marketing of the Banner(s) and/or Text Link(s), including but not limited to, email marketing providers, social networking services and ad networks.
11.16. The Affiliate shall always prominently post on its websites which make up part of the Marketing Material and make available to end-users by a link on its emails which make up part of the Marketing Material, (which shall be made available to end-users prior to the collection of any personally identifiable information), sufficient (as determined by the Partners' compliance department, at its sole discretion) risk disclaims and a privacy policy which complies with all applicable laws, regulations and directives and that clearly and thoroughly discloses all information collection, use and sharing practices, including but not limited to providing for the collection of such personally identifiable information by the Partners in connection with the Affiliate Program and the Site(s) and the provision of such personally identifiable information to the Partners.
11.17. The Affiliate hereby agrees not to place any Banner(s) and/or Text Link(s) on any online auction platforms (i.e. eBay, Amazon, etc.).
11.18. The Affiliate hereby recognises his obligation not to: (i) allow any third party to use its Affiliate Account, password or identity to access or use the Affiliate Program through its account; and (ii) reveal its account username or password to any person and it shall take all steps to ensure that such details are not revealed to any person. The Affiliate is under an obligation to inform the Company immediately if it suspects that its account is being misused by a third party and/or any third party has access to its account username or password.
11.19. Subject to the provision in clause 11.17, the Affiliate is fully responsible for any activities undertaken on its account by a third party. The Company shall not be held accountable for any activities undertaken on the Affiliate’s account by a third party or for any damages that may arise therefrom.
11.20. The Affiliate hereby agrees and acknowledges that it is prohibited from registering a domain name that includes, incorporates or consists of the Marks or any domain name that is confusingly similar to such Marks. In addition, with the execution of this Agreement and as a continuing obligation throughout this Agreement the Affiliate is under a duty to inform the Company of any domain names it owns and which are in breach of the foregoing. Once the Company becomes aware that the Affiliate has registered such domain name, the Affiliate will be under an obligation to transfer the domain name to the Company or to the Partners, at its own cost, as soon as instructed by the Company. The obligation of the Affiliate expressed in this clause, namely to transfer the domain names shall include also those domain names which the Affiliate has registered prior to becoming an Affiliate in the Affiliate Program. The Affiliate shall not allow the domain name to lapse prior to the domain name being transferred to the Company or the Partners or the nominated company. The Affiliate agrees that the Company may, in its sole discretion, withhold all Affiliate Commission payments that may be due to it until the domain name is transferred.
11.21. The Affiliate shall refrain from marketing the Site(s) in any way which might compete with the Company’s own marketing efforts, unless the Affiliate has received written approval from the Company permitting it.
11.22. The Affiliate acknowledges that is under an obligation to refrain from any Pay-Per-Click (PPC) advertising, purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to the Marks. In addition, the Affiliate may not use the Marks in HTML coding (including but not limited to ‘meta tags’, ‘meta descriptions’, ‘meta content’, ‘page titles’ and ‘titles’).
11.23. In case the Affiliate breaches any of the foregoing provisions outlined in clause 11.1-11.22 (both inclusive), the Company will have the right to terminate this Agreement immediately and retain for its own account any Affiliate Commission accrued to the Affiliate’s benefit at such time and thereafter.
11.24. The Affiliate hereby agrees that it is under an obligation to ensure that it does not place any Banner(s) and/or Text Link(s) anywhere aimed at persons under the age of 18 years or, if the Marketing Material is so prohibited by the applicable laws in a relevant jurisdiction, to anyone who is not at an age where they can lawfully participate.
11.25. The following additional program-specific terms shall apply to any promotional and/or marketing campaigns which the Affiliate’s undertakes as set forth below:
Appears in 1 contract
Sources: Affiliation Agreement
Affiliate’s Obligations. 2.111.1. The Affiliate is solely responsible for the development, operation, and maintenance of all its Marketing Material, and all content on/or linked to its Marketing Material, however this shall not include the Banner(s) and/or Text Link(s).
2.211.2. Upon the Company’s request, the Affiliate shall be under an obligation to remove immediately and without any undue delay from any Marketing Material any content referencing the Group Partners including the Tracking Link(s) and Banner(s) and/or Text Link(s).
2.311.3. The Affiliate may only use the Banner(s) and/or Text Link(s) provided to it directly by the Company that are available through the Affiliate Program. The Affiliate will be under an obligation to immediately remove any outdated Banner(s) and/or Text Link(s) upon Company’s first request.
2.411.4. The Banner(s) and/or Text Link(s) must link to the Site(s) and/or Group’s Partners’ landing pages and/or any other web-page that was pre approved preapproved in writing by the Company.
2.511.5. The Affiliate hereby acknowledge that its conduct has the potential to cause substantial damage to the Group Partners including its reputation and goodwill, and is therefore under an obligation to consider at all times the goodwill and reputation of the Group Partners and to act in an appropriate manner.
2.611.6. The Affiliate is under an obligation to ensure that its Marketing Material, which includes but is not limited to all materials and content contained therein: (i) is not illegal or unlawful, (ii) do not infringe any proprietary right of any third party which includes but is not limited to intellectual property or personal rights of any third party; and (iii) do not contain or link to any material which the Group Partners deems is in any way threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable, which by way of example only, might mean that it contains any content which: (a) is unlawful;; (b) is harmful, threatening, libellous defamatory, obscene, harassing or otherwise objectionable; (c) promotes violence or discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age); (d) promotes or encourages any unlawful or illegal activities; (e) is profane; or (f) is politically sensitive or controversial (collectively, "Objectionable Content"). If the Partners deems that the Marketing Material of the Affiliate contains any Objectionable Content, the Partners may reject the Affiliates application to the Affiliate Program and/or terminate this Agreement with immediate effect and/or withhold any past and/or future Affiliate Commission which have accrued and/or which shall accrue to the Affiliate’s benefit.
11.7. The Affiliate hereby acknowledges and agrees that it is under an obligation to safeguard that its Marketing Material: (i) complies with all applicable laws, regulations, codes of conduct, rules, conditions and directives as well as other legal requirements that govern the manner in which it may operate and market and advertise services and products (these include, consumer protection laws, fair marketing rules, etc.); and (ii) does not contain any spyware, adware, Trojans, viruses, worms, spybots, keyloggers, malware or other unwanted threats. If at any time the Partners determines that the Affiliate has breached this clause, the Partners reserves the right to terminate this Agreement and the Affiliate’s participation in the Affiliate Program with immediate effect and/or withhold any past and/or future Affiliate Commission which have accrued and/or which shall accrue to the Affiliate’s benefit.
11.8. Anti-Spam Policy: Further to the above, the Affiliate must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. From time to time, the Company may request - prior to Affiliate’s sending emails containing linking or referencing the Affiliate Program - that the Affiliate submit the final version of its email to the Company for approval. It is solely the Affiliate’s obligation to ensure that the email complies with the aforementioned Act. The Affiliate agrees not to rely upon the Company’s approval of its email for compliance with the Act, or assert any claim that it is in compliance with the Act based upon the Company’s approval.
11.9. The Affiliate hereby agrees that it is under an obligation to immediately comply with all instructions and/or guidelines provided by the Partners and/or published on the Affiliate Program in relation to the Affiliate’s activities in promoting the Site(s). If the Affiliate is in breach of the foregoing, the Partners reserves the right to immediately terminate this Agreement and the Affiliate’s participation in the Affiliate Program and/or withhold any past and/or future Affiliate Commissions which have accrued and/or which shall accrue to the Affiliate’s benefit.
11.10. The Affiliate hereby undertakes to indemnify and hold the Partners, its affiliates and their respective directors, officers, members, employees, representatives and advisors harmless from all claims, damages, and expenses (including, without limitation, legal fees and expert witness fees) arising from the development, operation, maintenance of its Marketing Material and/or its websites or any materials, products or services linked to the direct or indirect performance of its obligations under this Agreement.
11.11. The Affiliate hereby undertakes not to make any representations, warranties or undertakings in connection with the Company or the Partners or make any other statements concerning the Partners or the Affiliate Program or any of the Partners’ respective products or services, except as expressly authorized herein.
11.12. The Affiliate is under an obligation to ensure that the Marketing Material does not copy or resemble the look and feel of the Site(s), create the impression that it is part of the Site(s) or create the impression that the Affiliate’s Marketing Material is endorsed by the Partners or the Affiliate Program, without prior written permission from the Company and/or the Partners.
11.13. The Affiliate acknowledges and agrees that none of its Marketing Material will contain any content of the Site(s) or any materials which are proprietary to the Company or the Partners, unless permitted in writing by the Company and/or the Partners.
11.14. The Affiliate is under an obligation to comply with all the: (i) obligations, requirements and restrictions under this Agreement; and (ii) laws, rules and regulations as they relate to its business, its Marketing Material or its use of the Banner(s) and/or Text Link(s).
11.15. The Affiliate is under an obligation to comply with the terms, conditions, guidelines and policies of any third party service providers used by the Affiliate in connection with the promotion and/or marketing of the Banner(s) and/or Text Link(s), including but not limited to, email marketing providers, social networking services and ad networks.
11.16. The Affiliate shall always prominently post on its websites which make up part of the Marketing Material and make available to end-users by a link on its emails which make up part of the Marketing Material, (which shall be made available to end-users prior to the collection of any personally identifiable information), sufficient (as determined by the Partners' compliance department, at its sole discretion) risk disclaims and a privacy policy which complies with all applicable laws, regulations and directives and that clearly and thoroughly discloses all information collection, use and sharing practices, including but not limited to providing for the collection of such personally identifiable information by the Partners in connection with the Affiliate Program and the Site(s) and the provision of such personally identifiable information to the Partners.
11.17. The Affiliate hereby agrees not to place any Banner(s) and/or Text Link(s) on any online auction platforms (i.e. eBay, Amazon, etc.).
11.18. The Affiliate hereby recognises his obligation not to: (i) allow any third party to use its Affiliate Account, password or identity to access or use the Affiliate Program through its account; and (ii) reveal its account username or password to any person and it shall take all steps to ensure that such details are not revealed to any person. The Affiliate is under an obligation to inform the Company immediately if it suspects that its account is being misused by a third party and/or any third party has access to its account username or password.
11.19. Subject to the provision in clause 11.17, the Affiliate is fully responsible for any activities undertaken on its account by a third party. The Company shall not be held accountable for any activities undertaken on the Affiliate’s account by a third party or for any damages that may arise therefrom.
11.20. The Affiliate hereby agrees and acknowledges that it is prohibited from registering a domain name that includes, incorporates or consists of the Marks or any domain name that is confusingly similar to such Marks. In addition, with the execution of this Agreement and as a continuing obligation throughout this Agreement the Affiliate is under a duty to inform the Company of any domain names it owns and which are in breach of the foregoing. Once the Company becomes aware that the Affiliate has registered such domain name, the Affiliate will be under an obligation to transfer the domain name to the Company or to the Partners, at its own cost, as soon as instructed by the Company. The obligation of the Affiliate expressed in this clause, namely to transfer the domain names shall include also those domain names which the Affiliate has registered prior to becoming an Affiliate in the Affiliate Program. The Affiliate shall not allow the domain name to lapse prior to the domain name being transferred to the Company or the Partners or the nominated company. The Affiliate agrees that the Company may, in its sole discretion, withhold all Affiliate Commission payments that may be due to it until the domain name is transferred.
11.21. The Affiliate shall refrain from marketing the Site(s) in any way which might compete with the Company’s own marketing efforts, unless the Affiliate has received written approval from the Company permitting it.
11.22. The Affiliate acknowledges that is under an obligation to refrain from any Pay-Per-Click (PPC) advertising, purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service, which are identical or similar to the Marks. In addition, the Affiliate may not use the Marks in HTML coding (including but not limited to ‘meta tags’, ‘meta descriptions’, ‘meta content’, ‘page titles’ and ‘titles’).
▇▇.▇▇. ▇▇ case the Affiliate breaches any of the foregoing provisions outlined in clause 11.1-11.22 (both inclusive), the Company will have the right to terminate this Agreement immediately and retain for its own account any Affiliate Commission accrued to the Affiliate’s benefit at such time and thereafter.
11.24. The Affiliate hereby agrees that it is under an obligation to ensure that it does not place any Banner(s) and/or Text Link(s) anywhere aimed at persons under the age of 18 years or, if the Marketing Material is so prohibited by the applicable laws in a relevant jurisdiction, to anyone who is not at an age where they can lawfully participate.
11.25. The following additional program-specific terms shall apply to any promotional and/or marketing campaigns which the Affiliate’s undertakes as set forth below:
Appears in 1 contract
Sources: Affiliation Agreement