1. General
1.1 These Terms of Service, together with the cover page to the Affiliate.com API Agreement and Privacy Policy available at https://www.affiliate.com/privacy-policy, set out the terms and conditions on which Affiliate.com (“Affiliate.com”, “we” or “us”) provides access to the Affiliate.com API (the “Service”) to Publishers.
1.2 To enter into this Agreement, you must be either a legal entity or an individual 18 years or older.
1.3 By submitting your application to Affiliate.com and/or your continued use of the Service, you are confirming that either:
1.3.1 you are a customer intending to enter into the Agreement with Affiliate.com in a personal capacity, and that you agree to comply with the attached Agreement and these Terms of Service; or
1.3.2 you are an employee, agent or subcontractor of a customer who has been given the necessary authorizations by Publisher to comply with the Terms of Service and to enter into the Agreement with Affiliate.com, in each case on behalf of Publisher.
If you are unable to provide one of the above confirmations, you must not sign the Agreement, or otherwise use or access the Services.
2. Definitions
In these Terms of Service, the following expressions have the following meanings:
“Agreement” - the agreement between Affiliate.com and Publisher which (i) is created on signing of this Agreement and (ii) incorporates the Terms of Service.
“Content”- the content (which may, at Affiliate.com’s discretion, comprise URLs, text, images, audio, video and/or other material related to merchant offers) that Affiliate.com makes available to Publisher via the Affiliate.com API.
3. The Service
3.1 Publisher’s access to the Service is specific to the Publisher. Publisher shall not share, license, resell or provide access to the Affiliate.com API, or the Content, to any third party.
3.2 Publisher shall have the option, in its sole discretion, for url links generated by the Service to include an Affiliate.com redirect link which is used for tracking and optimization purposes. Additionally, the url links generated by the Service may include, at Publisher’s discretion, either or both of Publisher’s or Affiliate.com’s affiliate monetization. To the extent Affiliate.com’s sub-network affiliate monetization is utilized, a separate agreement will be signed between the parties.
3.3 By signing this Agreement, Publisher agrees to the Program Policies that are incorporated below as Exhibit A.
4. Payment Terms
By signing this Agreement, Publisher agrees to pay Affiliate.com the stated fees in the cover page to the Agreement for the Service. The fee charged may change upon notice to Publisher. The amount owed by Publisher to Affiliate.com shall be calculated by Affiliate.com based solely upon Affiliate.com’s reporting.
Publisher authorizes Affiliate.com to automatically charge Publisher’s credit card each month, and Publisher waives any and all rights of charge-backs or other deductions.
Publisher will be charged monthly by credit card, unless otherwise agreed upon by both parties.
5. Force Majeure
Neither party shall be liable to the other by reason of any event arising which is beyond the reasonable control of the affected party (including any industrial action (save in respect of affected party’s employees or suppliers), governmental regulations, fire, flood, disaster, civil riot or war).
6. Service Availability
6.1 While Affiliate.com’s goal is to meet and exceed industry uptime standards, we cannot guarantee that the Service will be available at all times, and Affiliate.com gives no warranty that the Service will achieve any minimum availability or response times. The Service may be inaccessible, for instance, due to maintenance or failures of our upstream providers beyond our control.
Affiliate.com will not be liable and cannot be held accountable for lost clicks or access to the Service due to any service interruption. We will work to restore services as quickly as we can, but we make no guarantees as to how quickly we will be able to restore service in the event of any unexpected downtime due to the complexity of the Service and Content. Affiliate.com will also not be liable and cannot be held accountable for issues or errors in regards to its or the affiliate networks' or advertisers' processing of Content or clicks on affiliate links.
6.2 Publisher agrees to notify Affiliate.com promptly of any Service availability or performance issues via e-mail. Affiliate.com will use reasonable endeavors to correct any reported issues as soon as reasonably practicable.
6.3 Affiliate.com is not responsible for integrating the API or Service with any third-party application. Publisher is solely responsible for all development and integration costs regarding using the Services and incorporating the Services into Publisher’s offerings.
6.4 Affiliate.com may restrict API calls to ensure that the Service is not being abused or used in contravention of this Agreement.
6.5. Affiliate.com does not make any representation or guarantee that the Service will return any Content, such as product or merchant data, with respect to any particular query.
7. Service Suspension
7.1 If Affiliate.com has reasonable grounds to believe that Publisher is not using the Service in accordance with the terms of the Agreement and/or in breach of the Program Policies, Affiliate.com may:
7.1.1 request Publisher either to remedy the breach or other default within 24 hours; or
7.1.2 if Affiliate.com in its discretion considers that the breach or other default is sufficiently serious, or if Publisher has failed to respond to Affiliate.com’s request under clause 7.1.1 to Affiliate.com’s reasonable satisfaction, suspend Publisher’s access to the Service, in whole or in part, with immediate effect and without any obligation to provide prior notice (a “Service Suspension”).
7.2 As soon as reasonably practicable following a Service Suspension, Affiliate.com will notify Publisher of the reason(s) for the Service Suspension and, where applicable, confirm the steps that Publisher is required to take in order for Affiliate.com to reinstate Publisher’s access to the Service.
8. Term and Termination of the Agreement
8.1 The Agreement will commence when signed by both parties and, except as set forth in Section 7, will continue until either party gives the other party 30 days written notice of termination at any time via email. Notices to Affiliate.com should be sent to legal@affiliate.com. Notices to Publisher will be sent to the email address provided by Publisher in the cover page to the Agreement.
8.2 On termination of the Agreement, Publisher will immediately cease use of the Service and Content.
9. Grant of Rights
9.1 All intellectual property rights subsisting in the Service (or any part thereof) or Content, and in any developments, enhancements, data, information and other material relating to, arising out or derived from the Service, or any part thereof (“Derivative Works”), shall at all times be owned by and vest in Affiliate.com. Subject to clause 9.2, Publisher agrees that the Agreement does not transfer or grant any right, title or interest in Affiliate.com’s intellectual property rights in the Service, Content or the Derivative Works (or any part thereof) to Publisher.
9.2 Affiliate.com grants to Publisher a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide, license to use the Service during the term of the Agreement.
9.3 Publisher shall not be entitled to use the Service or Content in any other way other than as set out in the Agreement. Any attempt to interfere with the operation of the Service (or any part thereof) will constitute a breach of the Agreement.
9.4 Each party owns all data, such as query and click data, that such party collects. Publisher acknowledges that Affiliate.com may incorporate anonymized data that it collects into reports and analysis that it prepares and that such reports and analysis are Affiliate.com work product and can be sold or shared by Affiliate.com without any compensation to Publisher.
9.5 Publisher is not required to provide any feedback or suggestions to Affiliate.com. To the extent Publisher does provide any such feedback or suggestions, Publisher hereby grants to Affiliate.com and its affiliates a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right, and license to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit all such feedback and suggestions without restriction.
10. Privacy and Data Protection
Publisher acknowledges that it shall be a Controller of any Personal Data relating to users that it collects or processes via its use of the Service or Content for purposes of applicable privacy laws. Publisher agreed to comply with all data protection and privacy laws and regulations, including, but not limited to, all applicable European and U.S. data protection laws.
11. Assignment
Neither party may assign or otherwise transfer its rights and/or obligations under the Agreement, whether in whole or in part, without the other party’s written consent. Such consent will not be necessary in the event of a change of control by merger, reorganization, asset sale, similar transaction or operation of law.
12. Communication
12.1 Any notice under the Agreement shall be in writing and shall be made either via e-mail or posting on Affiliate.com’s website.
12.2 Either party may disclose its relationship with the other in its marketing material including, but not limited to, by listing the other party’s name, logo, or website on a customer list on its website. Further, Affiliate.com may disclose its relationship with Publisher in its operational relationship with Affiliate Networks and Merchants. Neither party may disclose the details of, or any confidential information regarding, its relationship with the other party unless agreed to in writing by both parties.
12.3 Publisher agrees that Affiliate.com may use Publisher’s contact details (including its email and registered address) to notify it about its account with Affiliate.com, send Publisher promotional communication, any issues relating to, and updates to, the Service, and any modifications to the terms of the Agreement.
13. Modifications
Affiliate.com may modify all or any part of these Terms of Service, at any time and at its sole discretion, effective immediately upon notice to Publisher. Continued participation in the Service after receiving notice of such modification will constitute Publisher’s unconditional acceptance of the modification to this Agreement.
14. Indemnity
Publisher shall indemnify, defend and hold harmless Affiliate.com against all losses, liabilities, damages and costs (including legal expenses) sustained, incurred or suffered by Affiliate.com as a result of any claim, action or proceeding that: (i) Publisher’s use of the Service or Content infringes the intellectual property rights of any third party; (ii) Publisher is in breach of its obligations under the terms of the Agreement; or (iii) any third party claims, including, but not limited to, any claims from brands or merchants included in the Affiliate.com platform, arising from Publisher’s use of the Service otherwise than in accordance with the terms of the Agreement.
15. Liability
15.1 Except as expressly and specifically provided in the Agreement, all warranties, conditions, representations and other terms of any kind, whether express or implied, are, to the fullest extent permitted by law, excluded from the Agreement. In particular (but without prejudice to the generality of the foregoing), Affiliate.com makes no express or implied warranties or representations with respect to the operation or availability of the Service. Affiliate.com will not be liable for the consequences of any interruptions to or errors in the Service.
15.2 Affiliate.com shall not be liable for: loss of profits; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; or loss of goods; or loss of use; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss (whether or not falling in any of the foregoing categories), costs, damages, charges or expenses. Affiliate.com shall not be liable if links do not work or function properly.
15.3 Affiliate.com’s total aggregate liability under or in connection with the Agreement, whether for breach of contract, tort (including negligence), misrepresentation or otherwise, shall be limited to an amount equal to the amount the Publisher paid Affiliate.com in the prior three (3) months preceding the date on which the claim arose.
15.4 Nothing in the Agreement excludes the liability of either party for any other liability which cannot be excluded under applicable law, including fraud, fraudulent misrepresentation, or death or personal injury caused by either party’s negligence.
16. Entire Agreement
The Agreement constitutes the whole agreement between the parties relating to its subject matter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter save that this clause 16 shall not exclude liability for any fraud or fraudulent misrepresentation of a party.
17. Governing Law and Jurisdiction
The Agreement shall be governed by, and construed in accordance with the laws of the State of New York. In relation to any legal action or proceedings to enforce the Agreement or arising out of or in connection with the Agreement each of the parties irrevocably submits to the exclusive jurisdiction of the courts of New York, NY.
18. Confidentiality Information
18.1 Definition. “Confidential Information” means any material or information disclosed by the Disclosing Party to the Receiving Party that is marked or otherwise identified as confidential at the time of disclosure, or which given facts and circumstances under which such information is disclosed, should reasonably be considered confidential and proprietary; and includes the terms and conditions of this Agreement and all schedules, exhibits and amendments thereto.
18.2 Non-Disclosure. Each party (“Receiving Party”) will keep the other party’s (“Disclosing Party”) Confidential Information secure using at least the same degree of care that it uses to protect its own Confidential Information, but no less than reasonable care, and will not disclose or use such other party's Confidential Information except to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement. Further, the Receiving Party may disclose the Disclosing Party's Confidential Information only to those of its employees, officers and directors, third-party consultants, and advisers, and the employees and officers of its Affiliates (collectively referred to as Representatives”) with a legitimate need to know such information in order to perform their respective duties; provided that (a) each such person has a legal or contractual obligation to maintain the confidentiality of such information, and (b) in the case of Representatives, no such Representative is a competitor of, or affiliate of a competitor of, the Disclosing Party. Publisher is responsible for the use and storage of the password and ID issued by Affiliate.com and will immediately notify Affiliate.com in writing of any loss or involuntary disclosure thereof. Affiliate.com reserves the right to change the password and ID issued to Publisher in the event of a suspected breach of this Agreement or compromise of the security of Publisher’s account.
18.3 Exceptions. The term "Confidential Information" will not include information that (a) is or becomes publicly available without breach of this Agreement, (b) the Receiving Party obtains from a source other than the Disclosing Party, provided that the disclosure to the Receiving Party by such source is not known to the Receiving Party to be a violation of a confidentiality obligation of such source to the Disclosing Party, and (c) the Receiving Party knew prior to receiving such information from the Disclosing Party or develops independently without use of the disclosing party’s trade secrets or confidential information, as shown by contemporaneous records. The confidentiality restrictions in this Agreement will not apply to disclosure by the Receiving Party of the Disclosing Party's Confidential Information to the extent required by law or court order, provided that the Receiving Party uses reasonable efforts to give the Disclosing Party prompt written notice of such requirement, in advance if possible, in order to give the Disclosing Party an opportunity to lawfully prevent or limit the scope of such disclosure.
Exhibit A
Program Policies
Publishers using the Service are required to adhere to the following policies, so please read them carefully. We may change our policies at any time, so please check here often for updates.
Content Guidelines
We do not allow publishers with the following types of content to use Affliate.com Service or Content:
It is a breach of our Program Policies to:
Affliate.com reserves the right to deny any publisher suspected of engaging in the above activities from having access to the Service, and Affliate.com reserves the right to suspend or terminate their account at any time, without compensation and in its sole discretion.
