The following are the terms and conditions (this “Agreement” or the “Terms”) for affiliates that direct potential customers to any nuvem9 website (the “Site”) and where nuvem9 has agreed to pay that affiliate (“you”) for directing those potential customers to the Site.
- Acceptance: By submitting your application for being an affiliate of the Site, you agree to be bound by the Terms as stated herein without modification.
- Nature of the Relationship: The nature of the relationship between nuvem9 and you will be that of independent contractors for all purposes and in no event will any person employed by you be held or construed to be employees of nuvem9. Specifically, nuvem9 is not a member of any partnership, joint venture or franchise arrangement with you.
- Ownership and use of nuvem9 Materials”nuvem9 Materials” include any legal materials, documents, contracts, software, products, web links, promotional material, email, information, partial nuvem9 Material or any other materials provided by nuvem9, the Site or any nuvem9 service in any way. nuvem9 retains complete ownership and all rights to the nuvem9 Materials. You do not have the right to use or change any of the nuvem9 Materials without prior written consent of nuvem9. You do not have the right to use any nuvem9 Materials for the third party or competitive use. All use of nuvem9 Materials, with or without prior written consent, will cease after termination of this agreement.
- Term: This Agreement will be for an indefinite term and can be terminated immediately without cause by either nuvem9 or you providing notice to the other party. Upon termination, you will stop using nuvem9 Materials, and you will discontinue any use of the nuvem9 trademark.
- Your Compensation: nuvem9 agrees to pay you a commission of twenty percent (20%) of all sales (excluding fees paid to external service providers, fees paid to external suppliers and some subscription renewals) generated from the traffic of your site. This traffic will be given a tracking cookie provided the person has not previously visited our site and has an existing tracking cookie from another affiliate. You will get credit for such sales during the life of the tracking cookie. in lieu a commission (or in lieu of part of it), you can provide a percent discount off applicable nuvem9 products (discounts are not applicable to fees paid to external service providers, fees paid to external suppliers, and some subscription renewals) for visitors from your site. The total of the commission and discount will not be more than the twenty percent. Payments are calculated on the first business day of the month and payment will be sent within five business days when commissions payable total £50 or more. You will have access to sales and commission reports available through the nuvem9 Affiliate Program. We will not provide any compensation for any referrals or traffic where the provision of any compensation for a referral is prohibited by law.
- Content Development: You are solely responsible for all content development (and its cost) on your website.
- Confidentiality: You may be given or obtain access to non-public information of nuvem9 that nuvem9 considers to be of a confidential, proprietary, or trade secret nature, including, but not limited to, customer information, pricing, financial and operational information, business information and marketing information, in whatever form or media, whether or not marked as confidential (collectively “Confidential Information”). You agree not to use any Confidential Information disclosed to you by nuvem9 for your own use or for any purpose other than to carry out your obligations under this Agreement. You will not disclose any Confidential Information to third-parties or to your employees or agents, other than employees and agents who are required to have the information in order to carry out your obligations under this Agreement. You agree to notify nuvem9 immediately and in writing of any misuse or misappropriation of nuvem9’s Confidential Information, which may come to your attention and to return nuvem9’s Confidential Information upon the request of nuvem9. Confidential Information shall not apply to: (a) information that is or becomes a matter of public knowledge through no fault of or action by you, (b) information that prior to disclosure was rightfully in your possession as a result of disclosure by a third-party under no obligation or restriction of confidentiality, (c) information that, subsequent to disclosure, is rightfully obtained by you from a third-party under no obligation or restriction of confidentiality, and (d) information that is independently developed by you without use, knowledge or access to the Confidential Information of nuvem9.
- Return of Confidential Property: Upon nuvem9’s request (and upon termination of this Agreement), you will deliver to nuvem9 all Confidential Information, memoranda, notes, records, drawings, manuals, disks, or other documents and media pertaining to nuvem9’s business including all copies, extracts, summaries and analyses.
- Indemnification: You agree to indemnify and hold nuvem9, its directors, officers, shareholders, successor and predecessor companies, attorneys, agents and employees harmless from any claim, demand, or damage, including reasonable attorneys’ fees and costs, asserted by any third party due to or arising out of the your actions (including but not limited to advertising, web site content or how you otherwise direct potential customers to our site).
- Limitations of damages: nuvem9 will not be liable to you for any exemplary, punitive, special or consequential damages, including lost revenues, lost profits or lost prospective economic advantage arising from any act or omission in performance or failure to perform under this Agreement, even if nuvem9 is at fault and/or knew or should have known of the possibility thereof, and you hereby release and waive any claims against nuvem9 regarding such damages.
- Trademarks and other Intellectual Property: You acknowledge that all rights in any registered trademarks or any pending trademark registrations associated with the business of nuvem9 (i.e., trademarks, service marks, slogans, logos, designs and other similar means of distinction), including all goodwill pertaining thereto, shall be the sole property of nuvem9. You may use and display such trademarks only in the manner and for the purpose authorised by nuvem9, and only during the Term of this Agreement. nuvem9 reserves the right to add to, change or discontinue the use of any trademark it owns, on a selective or general basis, at any time. You shall not use any trademark or trade name of nuvem9 in any corporate, partnership or business name without nuvem9’s prior written consent.Media: No press releases mentioning your affiliate program participation may be made without the prior written consent of nuvem9 to a release being made. You will provide a copy of any press releases to nuvem9.
- Conduct: You agree to conduct yourself with due regard to public conventions and morals and agree that you will not do or commit any act or thing that will tend to degrade nuvem9 or bring it into public hatred, contempt, scorn or ridicule or that will tend to shock, insult or offend the community or ridicule public morals or decency. Further, you will not market nuvem9’s Site or products using illegal, unethical, or misleading methods, or through inaccurate content.
- Modification to Terms: nuvem9 reserves the right to change these terms at any time and to notify you by updating and posting these terms on its Site. nuvem9 is not bound by any other modifications to these terms and conditions unless signed in writing by an authorised nuvem9 officer.
- Entire Agreement: This Agreement, the Site Terms and Conditions and the Site Legal Disclaimer, as amended from time to time, and located at https://www.nuvem9.co.uk/partner-terms respectively, constitute part of this Agreement.
- Assignment: This Agreement cannot be assigned.
- Waivers: No failure or delay, on the part of nuvem9, in exercising any right or power under these Terms will operate as a waiver of such right or power.
- Severability: If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable, and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
- Governing Northern Ireland and Notices: In respect to construction, interpretation, validity and enforcement, these Terms are to be construed in accordance This Agreement shall be governed and construed in accordance with Northern Irish law and the parties agree to submit to the exclusive jurisdiction of the Courts of Northern Ireland.
Any notice under this Agreement will be in writing and delivered in person or by public or private courier service, or sent by facsimile. All notices will be addressed to Nuvem9 ltd he Mount Business Centre, 2 Woodstock Link, Belfast BT6 8DD.
- Any notices to you may be delivered to you at the address, email address or facsimile number provided in your application or to any address later provided.
- End User: The end user of nuvem9’s Material will be subject to the Site’s terms and conditions and disclaimers.
- Binding Effect: This Agreement will pass to the benefit of and be binding upon the respective heirs, executors, administrators, successors of nuvem9 and you.
- Headings: The headings, captions, titles, and numbering system are inserted only as a matter of convenience and may under no circumstances be considered in interpreting the provisions of this Agreement.
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