Little Green Radicals Affiliate Program Operating Agreement
Updated: Jan 2022
The following Terms and Conditions form a legally binding agreement between;
(1) HUG (UK) Ltd T/A Little Green Radicals, a company incorporated in England and Wales under registered number 4273928, whose registered office is at Eurolink Business Centre Unit 17, 49 Effra Rd, London, SW2 1BZ (the Merchant); and
(2) you, (the Affiliate) (each a Party and collectively the Parties).
In relation to the Little Green Radicals Affiliate Program
This Affiliate Program Operating Agreement contains the terms and conditions that govern your participation in the Affiliate Program.
BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS OPERATING AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.
In the Agreement the following words are defined:
the agreement set out in this document including any amendments agreed in writing;
information (however recorded or preserved) acquired by a party under the Agreement which is confidential to the other party because it:
a. concerns its business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets or software; or
b. has been developed by the other party under the Agreement;
any unique End User who registers for any Merchant services resulting directly from promotion of the Merchant Website on the Affiliate Website. For the avoidance of doubt, an End User shall not qualify as a Converted Lead if that End User has previously registered any Merchant services;
any person (individual, partnership, company or other organisation) who makes use of a web browser to access and view web pages;
the services which are sold on the Merchant Website as set out in Schedule 1;
the Merchant's trade name, the Merchant Website, trade or service marks, trade names, trade dress, logos, domain names, descriptions of the Merchant services, associated key words, and links, or other copy or content of any type that is provided by the Merchant to the Affiliate for the purposes of this Agreement.
1. Description of the Program
1.1 The purpose of the Program is to permit you to advertise Products on your site and to earn advertising fees OR commissions for Qualifying Purchases (defined in Section 7.2) made by your end users. A “Product” is any item sold on the Merchant Website, other than any products that are explicitly defined as excluded products here (collectively, “Excluded Products”). In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information. Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the Merchant Site.
2. Enrollment in the Program
2.1 To begin the enrollment process, you must submit a complete and accurate Program application. You must identify your main website/social handle in your application.
2.2 We will evaluate your application and notify you of its acceptance or rejection.
2.3 We may reject your application in our sole discretion including if we determine that your site is unsuitable.
2.4 Unsuitable websites include, but are not limited to, those that:
(a) promote or contain sexually explicit materials;
(b) promote violence or contain violent materials;
(c) promote or contain libelous or defamatory materials;
(d) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;
(e) promote or undertake illegal activities;
(f) include any trademark of the Merchant, its Partner Sites or its affiliates, or a variant or misspelling of a trademark of the Merchant, its Partner Sites or its affiliates, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site; or
(g) otherwise violate intellectual property rights.
2.5 The terms of our acceptance criteria are subject to change at any time without prior notice.
2.6 All decisions for acceptance into the Program will be made within our sole discretion.
2.7 If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that your site is unsuitable, we may terminate this Operating Agreement at any time at our sole discretion.
2.8 You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date.
2.9 We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Operating Agreement to the email address then-currently associated with your Program account.
2.10 You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.
3. Program Requirements
By participating in the Program, you agree that you will comply with the Affiliate Program Participation Requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, “Operational Documentation”).
You will provide us with any information that we request to verify your compliance with this Operating Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described on the Associates Program Participation Requirements page or any other Operational Documentation or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us): (a) withhold any advertising fees payable to you under this Operating Agreement,; (b) close any other accounts you may have or may open in the future, without payment of any advertising fees; (c) terminate this Operating Agreement, ; or (d) undertake all of the above actions.. In addition, you hereby consent to us:
sending you emails relating to the Program from time to time;
monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links (e.g., that a particular customer clicked through a Special Link from your site before buying a Product on the Partner Site) in accordance with the Privacy Notice; and
monitoring, crawling, and otherwise investigating your site to verify compliance with this Operating Agreement and the Operational Documentation.
4. Promotional Content and Website links
4.1 The Affiliate is authorised on a non-exclusive basis to promote the Merchant services to its website visitors using the Promotional Content.
4.2 After you have been notified that you have been accepted into the Program, you may display Special Links on your site. “Special Links” are links to the Partner Site that you place on your site in accordance with this Operating Agreement, that properly utilize the special “tagged” link formats we provide, and that comply with the Affiliate Program Linking Requirements Special Links permit accurate tracking, reporting, and accrual of advertising fees.
4.3 If you wish to include Special Links in a software application designed and intended for use on mobile phones, tablets, or other handheld devices (“Mobile Application”), you must include the name of the Mobile Application and the link to your Mobile Application in your application to the Program. The suitability and other requirements of this Section 3 and the Mobile Application Policy will apply to Mobile Applications. We will evaluate your application and notify you of its acceptance or rejection. A Mobile Application that is accepted will be an "Approved Mobile Application" for the purposes of this Agreement.
4.4 Special Links displayed in Approved Mobile Applications may be served by the Affiliate API or Partner API(“Affiliate API”) or the Product Advertising API, including any Special Links displayed within an integrated web browser and must use the Affiliate ID we have assigned to you expressly for your Approved Mobile Applications.
4.5 The Merchant agrees to provide the Affiliate with the Promotional Content solely for the purposes of promoting the Merchant services. Use of the Merchant’s Promotional Content is subject to the restrictions of this Agreement and the Merchant can object to any use of Promotional Content if it deems the use to be inappropriate or inaccurate or for any other reason in its absolute discretion.
4.6 Each Party retains sole and exclusive ownership and control over its website and is solely responsible for maintaining and updating its own website.
4.7 The Merchant is not liable in any way for any claims relating to use of the Promotional Content by the Affiliate and the Affiliate agrees to indemnify the Merchant against all and any claims, damages, losses, liabilities, costs and expenses relating to the Affiliate’s use of the Promotional Content.
4.8 Excluded Products
There are no exclusions at this time
5. Little Green Radicals Customers
5.1 Our customers are not, by virtue of your participation in the Associates Program, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Merchants website will apply to those customers and may be changed at any time. You will not handle or address any communication with any of our customers, and, if contacted by any of our customers for a matter relating to the Merchants website, you will direct those customers must to the Merchants website to address customer service.
6. Reporting & Tracking
6.1 Each Affiliate will have access to a dashboard where orders and sales can be tracked
6.2 We will process Product orders placed by customers who follow Special Links from your site to the Partner Site.
6.3 We reserve the right to reject orders that do not comply with any requirements on the Partner Site, as they may be updated from time to time.
6.4 We will track Qualifying Purchases (defined in Section 7) for reporting and advertising fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases.
6.5 Report Types Available
Tracking ID Summary
7.1 The Affiliate will use and implement reasonable tracking mechanisms in order to permit the Merchant to accurately track Converted Leads.
7.2 In performance of its obligations under this Agreement, the Affiliate will comply with all applicable laws and regulations, including consumer protection and unfair trading regulations and shall not engage in any fraudulent activities such as cookie stuffing or link interception. The Affiliate acknowledges that any editorial content about services must be accompanied by a prominent statement that the affiliate is being paid to promote the services.
7.3 The Affiliate undertakes and covenants that at all times they will comply with the requirements of the Data Protection Act 2018 in respect of recording End User’s details or obtaining or making use of email addresses.
7.4 Affiliate warrants that its site does not:
(a) promote sexually explicit materials;
(b) promote violence;
(c) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
(d) promote illegal activities; or
(e) incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
8.1 The Merchant will pay the Affiliate a fee for each Qualifying Purchase in accordance with the Affiliate Program Commissions Schedule (section 7.2). The fee is inclusive of any VAT payable by the Merchant to the Affiliate. Approval and acceptance of any Converted Lead shall be at Merchant’s sole discretion, and the Merchant may reject any such Converted Lead or any acceptance for any reason.
8.2 Affiliate Program Commissions Schedule. From time to time, we may modify this Schedule in accordance with the Operating Agreement. All capitalized terms used below that are not defined on this page have the meanings given to them in the Operating Agreement.
During each calendar month, you may earn advertising fees for Qualifying Purchases. Most advertising fees are calculated as a percentage of Qualifying Revenues based on the tables below and are subject to the limitations described in the “Limitations on Advertising Fee Rates for Certain Products” section below. We also may offer advertising fees in the form of bounties or other special offers as described in the “Special Offers and Promotions” section below.
8.3 We will calculate your commission from the “Qualifying Revenues”. “Qualifying Revenues” mean amounts we receive from customers’ Qualifying Purchases, excluding shipping, discounts, handling, taxes, and service charges, and less any rebates, credit card processing fees, returns, and bad debt.
Standard Commission Structure is dependent on follower count
0-20k followers = 3%
20-50k followers = 4%
50K + followers = 5%
From time to time, we may make changes to the advertising fee rates including but not limited to 1.) Exclude certain products or categories of products from earning advertising fees and/or 2.) Reduce or Increase the advertising fee for specific products or categories of products. We may also run special or limited time offers or promotions under which you may earn advertising fees on Products or categories of Products that were previously excluded from earning advertising fees, or you may earn increased advertising fee rates from those set forth above.
We may notify you about these exclusions, rate changes, special offers or promotions by updating this page or through emails, blog posts, or other means.
8.4 All payments will be made on agreed dates in invoice. Payments will be maid via Paypal. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent advertising fees payable to you under this Operating Agreement.
8.5 Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when (a) a customer clicks through a Special Link on your site to the Partner Site; (b) during a single Session that the customer adds a Product to his or her shopping cart and places the order for that Product no later than 89 days following the customer’s initial click-through; or (c) the Product is shipped to, and paid for by, the customer.
8.6 A “Session” begins when a customer clicks through a Special Link on your site to the Partner Site and ends upon the first to occur of the following: (x) 24 hours elapses from that click; (y) the customer places an order for a Product; or (z) the customer follows a Special Link to the Partner Site that is not your Special Link.
8.7 Qualifying Purchases exclude, and we will not pay advertising fees on any of, the following:
any Product that, after expiration of the applicable Session, is added to a customer’s Shopping Cart, or is streamed or downloaded by a customer, even if the customer previously followed a Special Link from your site to the Partner Site;
any Product purchase that is not correctly tracked or reported because the links from your site to the Partner Site are not properly formatted;
any Product purchased through a Special Link by you or on your behalf, including Products you purchase through Special Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);
any Product purchased for resale or commercial use of any kind;
any Product purchased after termination of this Operating Agreement;
any Product order where a cancellation, return, or refund has been initiated; and
any Product purchased by a customer who is referred to the Partner Site through any of the following:
a Prohibited Paid Search Placement; or
a link to the Partner Site, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.
any Qualifying Purchase wherein you have offered any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Special Links (e.g., by implementing any “rewards” or loyalty program that incentivizes persons or entities to visit the Partner Site via your Special Links).
any Product purchased through a Special Link in a Mobile Application that was not an Approved Mobile Application or where the Special Link in an Approved Mobile Application was not served by the AMA API, Product Advertising API or other linking tools that we make available to you.
any Qualifying Purchase, made through a mobile device or tablet wherein:
the mobile application of the Partner Site is pre-loaded by the original equipment manufacturer ("OEM") on the device or tablet; or
the mobile application of the Partner Site is installed through a maintenance release or firmware update or firmware based notifications sent by the OEM or the notification partner; or
the mobile application of the Partner Site is installed from a source other than Google Play store or iOS App Store
“Prohibited Paid Search Placement” means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. “Proprietary Term” means keywords, search terms, or other identifiers that include the word “goaffpro,” or any other trademark of GoAffPro or its affiliates, or variations or misspellings of any of those words (e.g., "goaffpor"). “Redirecting Link” means a link that sends users indirectly to the Partner Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. “Search Engine” means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks.
8.8 We will pay you advertising fees on a monthly basis for Qualifying Purchases shipped, streamed, or downloaded (as applicable) in a given month, subject to any applicable withholding or deduction described below. We will pay you approximately 30 days following the end of each calendar month. We will calculate your commission as outlined in 8.3.
9. Policies and Pricing
Customers who buy products through this Program are customers of the Partner Site with respect to all activities they undertake in connection with the Partner Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Partner Site will apply to those customers, and the same may be changed at any time.
10. Identifying Yourself as an Associate
You will not issue any press release or make any other public communication with respect to this Operating Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Operating Agreement. You must, however, clearly state the following on your site: “[Insert your name] is a participant in the Little Green Radicals Affiliate Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to Little Green Radicals”
11. Limited license
11.1 The Merchant hereby grants the Affiliate, for the term of this Agreement, a limited, revocable, non-exclusive, non-transferable, royalty-free license to:
(a) use and reproduce the Promotional Content in strict compliance with this Agreement; and
(b) display the Promotional Content on the Affiliate’s website and with such other guidelines as may be identified by the Merchant from time to time solely for the purpose of marketing the Merchant services as provided in this Agreement.
11.2 The Affiliate must not alter or permit alteration of, or remove or modify or permit removal or modification of, any of the Promotional Content, or other identifying marks placed by the Merchant or its agents on the services or associated documentation or literature, without the Merchant’s prior written approval. Except as specifically provided in this Agreement, nothing in this Agreement gives the Affiliate any right, title or interest in any of the Promotional Content, services, any underlying intellectual property, or goodwill of the Merchant. The Affiliate acknowledges that the Promotional Content, services, any underlying intellectual property, and any related goodwill are the sole and exclusive property of the Merchant. The Affiliate must not, during the term of this Agreement and afterwards, challenge or assist others to challenge the Promotional Content or its registration or attempt to register any trademarks, service marks, marks, trade names or domain names that are in any way confusingly similar to the Promotional Content.
11.3 The Affiliate agrees that it will cease using the Promotional Content immediately upon request, and this license terminates automatically when this Agreement terminates.
12. Relationship of Parties
You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself.
13.1 The term of this Operating Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us.
13.2 Any party can terminate the Agreement for any reason by giving the other 5 days notice.
12.3 A party can terminate the Agreement immediately by giving written notice to the other party if that other party does any, but not limited to, of the below:
(a) does not pay any sum due to it under the Agreement within 30 days of the due date for payment;
(b) commits a material breach of the Agreement (which, if capable of remedy, it fails to remedy within 30 days after being given written notice specifying full particulars of the breach and requiring it to be remedied;
(c) persistently breaches any term of the Agreement;
(d) is dissolved, ceases to conduct substantially all of its business or becomes unable to pay its debts as they fall due;
(e) is a company over any of whose assets or property a receiver is appointed;
(f) makes any voluntary arrangement with its creditors or (if a company) becomes subject to an administration order (within the meaning of the Insolvency Act 1986); or
(g) (if an individual or firm) has a bankruptcy order made against it or (if a company) goes into liquidation.
12.4 Upon any termination of this Operating Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and Little Green Radicals Marks. you shall return to the Company any confidential information, and all copies of information in your possession, custody and control. You shall promptly remove from your site and delete or otherwise destroy all links to the Partner Site, all Little Green Radicals Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Operating Agreement or otherwise in connection with the Program.
12.5 Termination of the Agreement does not affect either party’s rights (including rights to be paid) or remedies as at the date of termination. Other than as set out in the Agreement, neither party has any further obligation to the other under the Agreement after its termination. We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns).
12.6 Upon any termination of this Operating Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 5, 9, 10, 12, 13, 14, 16, 17, 18, 19, and 20, together with any accrued but unpaid payment obligations of us under this Operating Agreement, will survive the termination of this Operating Agreement. No termination of this Operating Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Operating Agreement prior to termination.
We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the Partner Site or by sending notice of such modification to you by email to the email address then-currently associated with your Associates account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Associates Program Advertising Fee Schedule, Associates Program Participation Requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
14.1 Each party will only use Confidential Information to perform its obligations under the Agreement and will not cause or allow the information to be disclosed except:
(a) where required by law, court order or any governmental or regulatory body;
(b) to any of its employees, officers, sub-contractors, representatives or advisers who need to know the information in order to discharge its obligations under the Agreement and agree only to use the information for that purpose and not to cause or allow disclosure of that information;
(c) where the information has become generally available to the public (other than as a result of disclosure in breach of the Agreement by the party or any of its employees, officers, sub-contractors, representatives or advisers);
(d) where the information was available or known to it on a non-confidential basis before being disclosed under the Agreement; or
(e) where the information was developed by or for it independently of the Agreement and is received by persons who are not the disclosing party.
15. Limitation of liability
15.1 The Agreement constitutes the entire agreement between the parties and replaces all prior discussions, arrangements or agreements that might have taken place. All warranties, conditions and other terms implied by statute or common law are excluded from the Agreement to the fullest extent permitted by law, without in any way limiting or excluding liability for personal injury, fraud or fraudulent misrepresentation.
15.2 The total liability of the Merchant to the Affiliate in relation to any event or series of related events is limited to the fees due to the Affiliate under this Agreement.
15.3 No party will be liable to any other party under the Agreement (except where required by law) for any:
(a) special, indirect, consequential or pure economic loss, costs, damages, charges or expenses;
(b) loss or corruption of any data, information, database or software;
(c) loss of profits;
(d) loss of business;
(e) depletion of goodwill and/or similar losses;
(f) loss of anticipated savings.
WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE PARTNER SITE, THE GOAFFPRO SITE OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE PARTNER SITE, THE GOAFFPRO SITE AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
16. Changes to Merchant services
16.1 The Merchant can change any terms of the Merchant services including pricing. The Affiliate must immediately replace existing Promotional Content with any updated Promotional Content as provided by the Merchant.
17. Data protection
17.1 Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data, including (without limitation) the UK General Data Protection Regulation and any national implementing and supplementary laws, regulations and secondary legislation, including the Data Protection Act 2018. This clause is in addition to, and does not reduce, remove or replace, a party’s obligations arising from such requirements. The Affiliate must not sell or pass on any Converted Lead data to any third party.
18.1 No Party may assign, transfer, sub-contract or otherwise make over to any third party the benefit and/or burden of the Agreement without the prior written consent (not to be unreasonably withheld) of the other Party.
18.2 Both Parties and the signatories to this agreement warrant that they are authorised and permitted to enter into this agreement, and have obtained all necessary permissions and approvals.
18.3 Affiliate is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Affiliate and Merchant.
18.4 The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement and no third Party has any right to enforce or rely on any provision of the Agreement.
18.5 If any court or competent authority finds that any provision (or part) of the Agreement is invalid, illegal or unenforceable, that provision or part-provision will, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Agreement will not be affected.
18.6 Any notice (other than in legal proceedings) to be delivered under the Agreement must be in writing and delivered by pre-paid first class post to or left by hand delivery at the other Party’s registered address or place of business, or sent by email to the email address notified by the other Party. Notices:
(a) sent by post will be deemed to have been received, where posted from and to addresses in the United Kingdom, on the second business day and, where posted from or to addresses outside the United Kingdom, on the tenth business day following the date of posting;
(b) delivered by hand will be deemed to have been received at the time the notice is left at the proper address; and
(c) sent by email will be deemed to have been received on the next business day after sending.
THE PROGRAM, THE GOAFFPRO SITE, THE PARTNER SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE PARTNER SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, GOAFFPRO.COM DOMAIN NAME AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE GOAFFPRO MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE GOAFFPRO SITE, OR THE AFFILIATE-PROGRAM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
20. Governing law and jurisdiction
20.1 This Agreement will be governed by and interpreted according to English and Welsh law. All disputes and claims arising under the Agreement (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the English and Welsh courts.