BY SUBMITTING AN APPLICATION TO OUR AFFILIATE PROGRAM, YOU ARE CONSENTING TO THIS AFFILIATE AGREEMENT, WHICH ARE THE TERMS AND CONDITIONS OF OUR AFFILIATE PROGRAM.
In consideration of NextUp Comedy Ltd. (“Company”) maintaining an Affiliate Program for its products and you (“Affiliate”) desiring to participate in the Affiliate Program, it is agreed as follows:
1. RIGHT TO REFUSE
Company reserves the right to deny entrance into its Affiliate Program to any applicant that is deemed unqualified for any reason, at Company’s sole and absolute discretion.
The term of this Agreement is completely flexible and Affiliate or Company may terminate at any time with one month’s prior notice.
Company or Affiliate may cancel this Agreement for any reason by providing written notice to the other party; the date this notice is sent will be the Cancellation Date. Failure to comply with the terms of this Agreement will result in immediate cancellation of this Agreement by the Company and forfeiture by Affiliate of any accrued, unpaid commissions. Company shall pay any pending commissions owed to Affiliate through the Cancellation Date, if a cancellation of this Agreement occurs for any reason other than a violation of this Agreement on the part of the Affiliate. Upon cancellation by either party, Affiliate’s limited license to use the intellectual property of Company for the purpose of promoting the products and/or services offered through the Affiliate Program, will cease as of the Cancellation Date.
4. PROMOTIONAL MATERIALS
Company shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website and social media(the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website or social media as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Company’s website, as specified by the Company so that Affiliate’s referrals can be tracked and paid for.
5. USE OF PROMOTIONAL MATERIALS
The Affiliate’s use and display of the Promotional Materials on the Affiliate’s website shall conform to the following terms, conditions and specifications:
1. Affiliate may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials provided by Company, unless Company approved such other materials in writing prior to their display.
2. Affiliate may only use the Promotional Materials for the purpose of promoting Company’s website (and the products and services available thereon), and for linking to Company’s website.
3. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials provided by Company. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent from the Company for such alteration or modification.
4. The Promotional Materials will be used to link only to Company’s website, to the specific web site page specified by Company so that Affiliate’s referrals can be tracked and paid for..
6. LIMITED LICENSE TO USE INTELLECTUAL PROPERTY
Upon acceptance into the Affiliate Program, Company grants the Affiliate a revocable, non-exclusive, worldwide, royalty-free license to use the Promotional Materials provided by Company during the term of this Agreement. The Affiliate may display these materials on the Affiliate’s website for the sole purpose of participating in the Affiliate Program. The Affiliate is prohibited from distributing, reproducing, modifying, amending, or creating derivative works of the Promotional Materials. Upon cancellation by either party, Affiliate’s limited license to use the Promotional Materials for the purpose of promoting the products and/or services offered through the Affiliate Program, will cease as of the cancellation date. Upon the cancellation date, Affiliate must immediately cease any use of the Promotional Material. The Affiliate is not granted a license to use any of the Company’s intellectual property or proprietary material, other than the Promotional Materials discussed above.
a. Affiliate will be paid a referral fee (“Commission”), for each customer who purchases a subscription on the Company website using the unique affiliate link assigned to Affiliate (“Link”). Commissions are fixed at £2 per conversion. The Affiliate shall be paid Commissions only on sales that are tracked through the Company’s online tracking system and indicate the Link as the source.
b. Commissions will be paid to the Affiliate on a monthly basis. Commissions will be adjusted for orders that are cancelled, returned, or where payment is otherwise refunded to the purchaser.
8. CUSTOMER SERVICE
The Company will handle all aspects of customer service for customers who purchase through the Affiliate’s Link. Company reserves the right to change the Company’s policies and procedures, pricing structure, add or cancel any special offers, discontinue products or services, or change the terms under which products or services are offered at any time, without any advanced notice to the Affiliate or customers purchasing through the Affiliate’s Link.
9. AFFILIATE’S DUTIES
The Affiliate is solely responsible for the development, maintenance and operation of the Affiliate’s website and social media and for placing Links on Affiliate’s website and social media in compliance with the terms of the Affiliate Program.
Affiliate is responsible for all materials that appear on Affiliate’s website and for ensuring that such items do not infringe upon the rights of any third party including, but not limited to, copyright, trademark, privacy or other proprietary rights.
a. Company’s Warranties: Company represents, warrants and covenants that Company has full authority to enter into this Agreement and that the Affiliate Program, whether conducted by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.
b. Affiliate’s Warranties: Affiliate represents, warrants and covenants that Affiliate has full authority to enter into this Agreement and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Affiliate’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term. The Affiliate represents, warrants and covenants that its website does not and will not contain any materials that are illegal and that the Affiliate’s site is not operated for an illegal purpose or in an illegal manner.
c. Except for the express warranties provided throughout this agreement, neither party makes any other warranties, express or implied.
12. LIMITATION OF LIABILITY
a. In no event shall the company have any liability to affiliate for any lost profits, loss of use, business interruption, costs of procurement of substitute goods or services, or for any indirect, special, incidental, multiple, exemplary, punitive, or consequential damages however caused and, whether in contract, tort or under any other theory of liability, whether or not the party has been advised of the possibility of such damage; and
b. In no event shall the company’s liability exceed the fees paid under this agreement, whether in contract, tort or under any other theory of liability.
c. The foregoing limitations in this paragraph 12 shall not apply to the obligations under paragraphs 6, 13 and 19.
The Affiliate hereby indemnifies and holds harmless the Company, its officers, directors, employees, contractors, affiliates, agents, successors and assigns from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Company may incur and which are based in whole or in part upon the Affiliate’s participation in the Affiliate Program, any claims that any of the Affiliate trademarks and other intellectual property and proprietary material infringe upon the rights of any third party, the Affiliate breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Affiliate Program, or any claim related directly or indirectly to the Affiliate use, operation or the content of the Affiliate’s website.
14. EFFECT OF HEADINGS
The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
15. ENTIRE AGREEMENT; MODIFICATION; WAIVER
This Agreement constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
16. NEUTRAL CONSTRUCTION
This Agreement was prepared by Company and/or its counsel. It is expressly understood and agreed that this Agreement shall not be construed against Company merely because it was prepared by its counsel; rather, each provision of this Agreement shall be construed in a manner which is fair to both parties.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
All notices, requests, demands, and other communications under this Agreement shall be in writing or by email and shall be deemed to have been duly given on the date of service if emailed or served personally on the party to whom notice is to be given, or on the day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:
To Company at:
NextUp Comedy Ltd. (company no. 09940291)
Unit 65, Building F, The Biscuit Factory, 100 Clements Road, London SE16 4DU
To Affiliate at the address provided on the application form completed by Affiliate at the time of enrollment. Any party may change its address for purposes of this paragraph by giving the other parties written notice of the new address.
If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
Questions about this Affiliate Agreement? Email us at email@example.com.
Updated: September 2018