This Agreement contains the terms and conditions that apply to an individual's or entity's participation in the Saunderson Security Affiliate Program (the "Program").
As used in this Agreement, "we", "us", or "our" means Saunderson Security "you" means the applicant. "Saunderson Security sites" means any site that has its primary home page identified by the starting URL www.saundersonsecurity and "site" means a World Wide Web site.
"Your site" means any site that you will link to the saundersonsecurity.co.uk Site, and which you will identify in your Program application.
All participants in the Program are bound by the terms of this agreement.
1. Enrollment in the Program
To begin the enrollment process, you will submit a complete Program application via the saundersonsecurity.co.uk Site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include those that:
(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
(e) include "Saunderson security," or variations or misspellings of “Saunderson security” in their URLs to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) -- for example, a URL such as "saundersonsecurity.mydomain.com", "sandersonsecurity.com" or "saundersonsecure.net" would be unsuitable
(f) otherwise violate intellectual property rights.
By participating in the Program you agree that you will not engage in any such activities. If we reject your application, you are welcome to reapply to the Program at any time.
You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.
2. Links on Your Site
Once you have been notified that your site has been accepted into the Program, you may provide on your site one or more of the following types of links to the saundersonsecurity.co.uk Site:
General Link to saundersonsecurity.co.uk Site Home Page: You may provide a general link on your site to the home page of the saundersonsecurity.co.uk Site.
Any Page Link: You may provide a link on your site that will link to any particular page on the saundersonsecurity.co.uk Site.
We will provide you with guidelines and access to graphical artwork to use in linking to the saundersonsecurity.co.uk Site home page. To permit accurate tracking, reporting, and commission accrual, we will provide you with special "tagged" link formats to be used in all links between your site and the saundersonsecurity.co.uk Site.
You must ensure that each of the links between your site and the saundersonsecurity.co.uk Site properly utilizes such special link formats. Links to the saundersonsecurity.co.uk Site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as "Special Links."
You will earn commissions only with respect to activity on the saundersonsecurity.co.uk Site occurring directly through Special Links; we will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.
You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.
Further, you acknowledge and agree that you will:
(a) use any data, images, text, or other information obtained by you from us or the saundersonsecurity.co.uk Site in connection with this Agreement ("Content") only in a lawful manner and only in accordance with the terms of this Agreement;
(b) not modify or alter any Content that consists of a graphic image, other than to resize it;
(c) not edit any Content that consists of text, other than to shorten its length;
(d) not sell, redistribute, sublicense or transfer any Content;
(e) not use any Content in a manner intended to send sales to any site other than the saundersonsecurity.co.uk Site; and
(f) promptly delete any Content that is no longer displayed on the saundersonsecurity.co.uk Site or that we notify you is no longer available for your use.
3. Order Processing
We will process Product orders placed by customers who follow Special Links from your site to the saundersonsecurity.co.uk Site. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will not process orders for fulfillment outside of the United Kingdom. We will be responsible for all aspects of order processing and fulfillment.
Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase Products by using Special Links from your site to the Saundersonsecurity.co.uk Site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.
We will pay you (in accordance with Section 5) commissions on Product sales to third parties. For a Product sale to be eligible to earn a commission, the customer must click-through a Special Link from your site to the Saundersonsecurity.co.uk Site, a Product must be added to his or her shopping cart, and an order completed within the “Cookie period”.
A “Cookie period” ends 30 days after the customer's initial click-through. We will only pay commissions on Products after order, payment and shipping have occurred.
We will not, however, pay commissions on any Products ordered after the customer has reentered the Saundersonsecurity.co.uk Site after the “Cookie period”, as determined by us, has elapsed, even if the customer previously followed a link from your site to the Saundersonsecurity.co.uk Site.
You may not purchase products initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner.
Such purchases may result (in our sole discretion) in the withholding of commissions and/or the termination of this Agreement.
In addition, you may not:
(a) directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access the Saundersonsecurity.co.uk Site (e.g., by implementing any "rewards" program for persons or entities who use Special Links on your site to access the Saundersonsecurity.co.uk Site);
(b) read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;
(c) in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Saundersonsecurity.co.uk Site;
(d) make any orders or engage in other transactions of any kind on the Saundersonsecurity.co.uk Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;
(e) take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring;
(f) other than providing Special Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the Saundersonsecurity.co.uk Site or otherwise around or in conjunction with the display of the Saundersonsecurity.co.uk Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action;
(g) attempt to artificially increase your commissions (e.g. by causing any page of the Saundersonsecurity.co.uk Site to open in a customer's browser other than as a result of the customer clicking on a Special Link on your site);
(h) attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert commissions from, any web site that participates in the Program; or
(i) seek to purchase or register any keywords, search terms or other identifiers that include the word "saunderson" or variations thereof (for example "sanderson", "saunders", etc.) for use in any search engine, portal, sponsored advertising service or other search or referral service.
If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any fees otherwise payable to you under this Agreement and/or terminate this Agreement.
5. Commission Schedule
For Qualifying Products sold during sessions initiated through Special Links on your site, you will earn (subject to the other terms of this Agreement) commissions in accordance with the "Basic Structure" described below:
For Qualifying Products sold within the Cookie period initiated through Special Links on your site, you will earn (subject to the other terms of the Agreement):
(a) 5% of Qualifying Revenues (defined below) from sales of all Qualifying Product (defined below) units.;
(b) an additional 5% of Qualifying Revenues from sales of all Qualifying Product units that are “Specified Product” (defined below) units.
"Qualifying Revenues" are revenues derived by us from our sales of Qualifying Product units, excluding costs for shipping, taxes, service charges, credit card processing fees, returns and bad debt.
"Qualifying Product" is a product (including a Specified Category Product) that is available for sale on the saundersonsecurity.co.uk Site.
"Specified Product" is a Qualifying Product as listed on the Specified Products Schedule.
The classification of any Qualifying Products will be determined by us in our sole discretion and we retain the right to withdraw any product or otherwise amend the Specified Products Schedule at any time.
6. Commission Payment
Commissions are calculated and paid in Pounds Sterling. We will pay you commissions on a monthly basis. Approximately 7 days following the end of each calendar month, we will either (a) send you a cheque for the commissions earned, (b) directly deposit the commissions earned into your bank account (if you want us to use this method of payment, please note that you will have to provide us with the name of your bank, the account number, sort code and the primary account holder name as it appears on the bank account).
For payments made to billing addresses or bank accounts held outside the United Kingdom a processing fee will be deducted. The fee will be limited to actual bank charges incurred by us in processing the payment.
7. Policies and Pricing
Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies.
Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, you are responsible for ensuring the accuracy of prices listed on your site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.
8. Responsibility for Your Site
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:
(a) the technical operation of your site and all related equipment
(b) creating and posting Product descriptions on your site and linking those descriptions to the Saundersonsecurity.co.uk Site
(c) the accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials)
(d) ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights)
(e) ensuring that materials posted on your site are not libelous or otherwise illegal
We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
9. Compliance with Laws
As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant.
Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws that govern marketing email, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.
10. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.
Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the Saundersonsecurity.co.uk Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.
You are eligible to earn commissions only on sales of Qualifying Products that occur during the term, and commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Saundersonsecurity.co.uk Site. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program rules.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE SAUNDERSONSECURITY.CO.UK SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
12. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf.
You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
13. Limitation of Liability
We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Saundersonsecurity.co.uk
Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
15. Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Neither the rights nor the obligations arising under this Agreement are assignable or transferable by you, and any such attempted assignment or transfer shall be void and without effect. Saunderson Security may assign this Agreement to any successor or affiliate.
17. Force Majeure
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
18. Legal Terms
The Laws of England govern this agreement at all times. All parties are bound to the jurisdiction of the English Courts for the settlement of any disputes or claims that arise from participation in this service or in connection with this agreement.