Affiliate Agreement

Effective Date: December 3rd, 2018


The Agreement: This Affiliate Agreement (hereinafter called the "Agreement") is provided by the following organisation, hereinafter referred to as "Company": ScotVision.  Our primary website is located at www.oncourse247.com.

This Agreement is a legal document between you and the Company and describes the affiliate relationship between us.  This Agreement covers both your responsibilities and ours.  Please carefully read this entire document, taking appropriate legal advice if necessary.

 

1. Definitions

The parties referred to in this Agreement shall be defined as follows:

a) Company, Us, We: We'll be referred to as the “Company”. Other first-person pronouns will also refer to the Company, as will any employees or legal agents of the Company.

b) Brand: Our Brand name, OnCourse – 247, will be referred to as our “Brand”.

c) You, the Affiliate: You will be referred to as the "Affiliate" and will also be referred to throughout with second-person pronouns such as You, Your, or Yours.

d) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as "Parties" or individually as "Party".

e) Affiliate Program: This is the program we've set up for our Affiliates as described in this Agreement.

f) Affiliate Application: This is the fully completed form you must provide to us before we’ll consider your inclusion in the Affiliate Program.

g) Website: The primary website noted above will be referred to as “Website”.

 

2. Acceptance

By submitting an Affiliate Application, you confirm that you have read and reviewed this Agreement and that you agree to be bound by it.  If you do not agree to this, please do not submit an application to join our Affiliate Program.  This Agreement specifically incorporates by reference any Terms and Conditions, Privacy Policies, End-User License Agreements, or other legal documents which we may have on our Website. 

 

3. Age Restriction

You must be at least eighteen years of age to join our Affiliate Program or use this Website.  By applying to join our Affiliate Program, you confirm that you are over eighteen years of age and may legally agree to this Agreement.  We accept no responsibility or liability for any misrepresentation of your age.

 

4. Affiliate Application

In order to sign up for our Affiliate Program, you will first be asked to submit an Affiliate Application to join.

Submitting an Affiliate Application does not guarantee your inclusion.  We review all applications and are the sole decision-makers on acceptance.  We are under no obligation to provide an explanation for your rejection, but please be advised we may reject applicants for any reason, including, but not limited to, a website or social media page which violates our Acceptable Use Policy as detailed in Section 14 below.

If your Affiliate Application is rejected, you may be reconsidered at a future date should you prove at this future date to be in full compliance with our Acceptable Use Policy.

If your Affiliate Application is accepted, each of the terms and conditions in this Agreement apply to your participation.  We may also ask for additional information to complete your Affiliate Application or for you to undertake additional steps to ensure eligibility.

 

5. Non-Excusivity

This Agreement does not create an exclusive relationship between you and us and you are free to work with similar affiliate program providers in any category.  Similarly, this Agreement imposes no restrictions on us and we may choose to work with any individual or company we deem suitable.

 

6. Affiliate Program

After your acceptance into the Affiliate Program, it is your responsibility to ensure that your specific payout information is set up correctly.

We will provide you with a specific link or links which correspond to certain products we are offering for sale.  Such links will be coded with your identity and will send online users to the Company's Website or Websites.  You hereby agree to fully cooperate with us regarding use of these links, and that you will explicitly comply with all the terms of this Agreement.  We may modify the specific link or links and will notify you appropriately.  You agree to only use links approved by us and to only display any link prominently on your website or social media page, as specified in your Affiliate Application.

Whenever a user clicks through any such link posted on your website or social media page and completes a sale, and we determine it is a Qualified Purchase, as described below, you will be eligible to receive 50% of the sale.

 

7. Specific Terms Applicable

Any payout will be at our sole and exclusive discretion.  We reserve the right to reject clicks and/or sales that do not comply with the terms of this Agreement.

Processing and fulfillment of orders will be solely our responsibility.  We will also provide real-time data regarding your account via your Affiliate Dashboard when you log into the Website.

In order to be eligible for payout, user purchases must be "Qualified Purchases" as defined below:

Qualified Purchases:

a) Are only available through your specific Affiliate Link;

b) May not be purchased by an existing Affiliate;

c) May not be purchased prior to the Affiliate joining the Affiliate Program;

d) May not be purchased in violation of any of our Terms and Conditions or Acceptable Use Policy;

e) May not be purchased through any marketing campaign that specifically uses negative words including, but not limited to, “scam”;

f) May not be purchased by the Affiliate offering the customer any coupons or discounts unless said coupons or discounts are provided by the Company;

g) May not be purchased through any marketing campaign that uses the Company name or Brand name or the names of any of the individuals specifically named within the products;

h) May not be purchased using the Company Website URL within the visible URL;

i) May not be fraudulent in any way, at our sole and exclusive discretion.

 

8. Payouts

Payouts will only be available when the Company has your current payment information.

Currently, the Company employs the following methods of payout:

PayPal

For any changes in your payment information, you must notify us immediately and we will endeavour to make the changes to this payment information as soon as possible.  We will not be responsible for any payments missed due to your failure to inform us of any such changes.

Payouts will be available 35 days in arrears.

We reserve the right to change the payout schedule at our sole and exclusive discretion and will notify you immediately of any such change.

For any disputes as to payout, we must be notified within thirty days of your receipt of the payout.  We will review each dispute notification as well as the underlying payout transaction to which it is related.  Disputes filed after thirty days of payout will not be addressed.

 

9. Reports

You may log into your Affiliate account with us to review any reports such as payout reports and Qualified Click and/or Purchase information.  Please be aware that not all listed qualifying Clicks and/or Purchases will have been fully reviewed for accuracy in the reports viewable by you in real-time and may be subject to change prior to payout.

 

10. Term and Termination

The term of this Agreement will begin upon your acceptance into the Affiliate Program.  It can be terminated by either Party at any time for any, or no, reason.

You may only earn payouts as long as you are an Affiliate in good standing during the term.  If you terminate this Agreement with us, you will qualify to receive payouts earned prior to the date of termination.

Your failure to comply with the terms of this Agreement or any other legal terms we have posted anywhere on our Website or Websites, will result in you forfeiting all rights, including the right to any unclaimed payout.

We reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating our intellectual property rights or those of any third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.

 

11. Intellectual Property

You agree that the intellectual property owned by the Company ("Company IP") includes any copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company.

Subject to the limitations listed below, you are hereby granted a non-exclusive, non-transferable, revocable license to access our Websites through your use of the Affiliate Program, and to use the Company IP solely and exclusively in conjunction with identifying our Company and Brand on your website or social media page to send customers to the Affiliate links we provide.  You may not modify the Company IP in any way and can only use the Company IP if you are an Affiliate in good standing with us.

We reserve the right to terminate this Agreement at any time if we find that you are using the Company IP in any manner outwith this Agreement.

Other than as provided herein, you cannot use any of the Company IP or any confusingly similar variation thereof without our express prior written permission.  This includes using the Company IP in any website name, in any PPC advertising, in any metatags or code, or in any way that is likely to result in customer confusion.

Your unauthorised use of any Company IP shall be considered unlawful infringement and we reserve the right to pursue an infringement action against you in an appropriate court of law which may result in you being obligated to pay monetary damages and/or legal fees and costs.

Upon acceptance of this Agreement and your successful inclusion into our Affiliate Program you hereby provide us with a non-exclusive license to use your name, trademarks and service marks if applicable, and any other business intellectual property, to advertise our products and Affiliate Program.

 

12. Modification

The Company may, at any time and without notice, modify this Agreement.  You agree that we have the right to modify this Agreement or revise anything herein.  You further agree that all such modifications will take effect immediately upon publication to the Website and that any modifications or variations will immediately replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement.  If we update or replace the terms of this Agreement, we will let you know via email.  If you don't agree to the modification or replacement, you must immediately terminate your participation in the Affiliate Program.

Should any part or sub-part of this Agreement be deemed ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and fully valid.

Whilst we will make every effort to keep you informed of any updates or modifications, you agree to routinely monitor this Agreement and refer to the date posted at the top to note any changes.  You further agree to clear your cache when doing so to avoid accessing any previous version.

 

13. Relationship

You agree that you will not have formed any partnership, joint venture, agency, franchise, or employment relationship with us as a result of accepting this Agreement.  You will be considered an independent contractor of the Company and will remain so at all times.

 

14. Acceptable Use Policy

You agree not to use the Affiliate Program or our Company for any unlawful purpose or any other prohibited purpose.  You agree not to use the Affiliate Program in any way that could damage our Websites, products or general business.

You further agree not to use the Affiliate Program:

a) To harass, abuse, or threaten others or in any way violate the legal rights of any individual;

b) To violate our intellectual property rights or those of any third party;

c) To upload or distribute any computer viruses, malware or other software that may cause damage to our property or the property belonging to any third party;

d) To engage in or create any fraudulent activities;

e) To engage in or create any unlawful gambling, sweepstakes, or pyramid schemes;

f) To publish or distribute any obscene, defamatory or pornographic material;

g) To publish or distribute any material that incites violence, hate, or discrimination towards any individual or group;

h) To unlawfully gather information about others.

 

15. Affiliate Obligations and Compliance

You are solely responsible for the operation and maintenance of your own Affiliate website or social media page, including technical operations where applicable, written claims, links, and accuracy of materials.  You must ensure that your own Affiliate website or social media page do not infringe upon our intellectual property rights or those of any third party or otherwise violate any legal rights.

We may, at our discretion, monitor your account, and your performance.  Should we find that you are not in compliance with any of the terms of this Agreement, we have the right to immediately terminate your participation in the Affiliate Program without notice.

All Affiliates must comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Federal Trade Commission, and any state and local governments as mandated.  Your affiliate relationship with the Company must be disclosed to customers as required by the Federal Trade Commission.

You should seek independent legal advice to advise you of your obligations to disclose in this manner.

You must post a notice on your website or social media page regarding the Affiliate Program.  The below is provided as a guideline for such notice:

“We are affiliate marketers and will receive funds should purchases be made through this website.  We may also accept advertising or sponsorship from commercial enterprises or receive other forms of advertising compensation.  We make this disclosure to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other applicable legal requirements.”

You must also comply with all applicable data privacy and security laws.  These include, but are not limited to, any applicable laws in the United States or the General Data Protection Regulation of the European Union.  You must also use ensure an appropriate level of security for the data that you process and must comply with any requests the Company may make to you regarding such compliance.

If you are found to be out of compliance with any of the requirements of this sub-part, we may terminate your membership of our Affiliate Program without notice.

 

16. Reverse Engineering and Security

You agree not to:

a) Reverse engineer, attempt to reverse engineer, or disassemble any code or software from any of our Websites;

b) Violate our Website security by means of any unauthorised access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.

 

17. Data Loss

The Company accepts no responsibility for the security of your account or content and you agree that your participation in the Affiliate Program is entirely at your own risk.

 

18. Indemnification

You agree to defend and indemnify us or our agents (if applicable) and hold us harmless against any legal claims or demands, including legal fees, which may arise from your use or misuse of the Affiliate Program, your breach of this Agreement, or any other action by you.  You agree that the Company can appoint its own legal representative and may participate in its own defence, at the Company’s discretion.

 

19. Spam Policy

You agree that under no circumstances will the Affiliate Program be used by you for illegal spam activities, including the gathering of email addresses and other personal data from users, or for sending any mass commercial emails or unsolicited messages of any kind.

 

20. Entire Agreement

This Agreement constitutes the entire understanding between you and us regarding the Affiliate Program.  This Agreement supersedes and replaces any prior written or oral agreement.

 

21. Interruption of Service

Without prior notice, the Company may need to interrupt your access to the Affiliate Program to perform maintenance or emergency tasks.  You agree that your access may be affected by such unscheduled downtime and that the Company assumes no liability for any damage or losses that you may consequently incur.

 

22. Warranties

You agree that your use of the Affiliate Program is completely at your own risk and that any services provided by us are on an "As Is" basis.  The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to, the implied warranty of fitness for purpose and the implied warranty of merchantability.  The Company makes no warranties that the Affiliate Program will meet your needs, commercially or otherwise, or that it will be uninterrupted, error-free, or secure.  The Company also makes no warranties as to the reliability or accuracy of any information provided.  You agree that any damage or loss that may occur to you from your use of the Affiliate Program is your sole responsibility and that the Company assumes no liability for any such damage or loss.

 

23. Limitation of Liability

The Company is not liable for any damages that may occur to you as a result of your participation in the Affiliate Program, to the fullest extent permitted by law.  This applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, or fraud.

 

24. General Provisions

a) Language: All communications or notices concerning this Agreement shall be in the English (UK) language.

b) Jurisdiction, Venue and Law: Through your participation in the Affiliate Program, you agree that the Scottish court shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company. In case of any legal action specifically permitted under this Agreement being commenced, the Parties agree to submit to the jurisdiction of the Scottish court. The Parties agree that this choice of jurisdiction provision is mandatory and that you therefore waive the right to any objection of venue.

c) Arbitration: In the event of a dispute between the Parties relating to this Agreement, the Parties shall first attempt to resolve the dispute in good faith. Should such resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in Scotland by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class.  The arbitrator shall be bound by Scots law.  Claims giving rise to arbitration under this section include, but are not limited to: contract claims, tort claims, and claims based on local, state or Federal laws, ordinances, statutes or regulations.  Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this sub-part, result in legal action.

d) Assignment: This Agreement, or the rights granted hereunder, apply solely and exclusively to you and must not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, be assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will also be transferred and become binding on any assignees, administrators, successors, and executors.

e) Severability: If any part or sub-part of this Agreement is deemed to be invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and sub-parts will be enforced to the maximum extent possible. In such event, the remainder of this Agreement shall continue in full force.

f) No Waiver: Should we fail to enforce any part or sub-part of this Agreement, this shall not constitute a waiver of any future enforcement of that part or sub-part or of any other provision. Waiver of any part or sub-part of this Agreement will not constitute a waiver of any other part or sub-part.

g) Headings: Headings of parts and sub-parts under this Agreement are for convenience only. Headings shall not affect the meaning of any provisions of this Agreement.

h) Force Majeure: The Company is not liable for any failure due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, civil unrest, embargoes, acts of nature and natural disasters, and any other acts which may be due to unforeseen circumstances.

i) Electronic Communications Permitted: Electronic communications are permitted by email to both Parties under this Agreement.  For any questions or concerns, please email us at the following address: affiliates@oncourse247.com.

 

 

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