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OnePatch Affiliate Agreement

This Agreement is made between OnePatch Limited, a company whose registered office is at: Kemp House, 160 City Road, London, United Kingdom; and You or the Organisation that You represent.

Definitions

“You” and “Your” shall mean both You in Your personal capacity and the organisation that You represent.
“Commission” shall mean the amount payable by OnePatch to You under this agreement.
“Visitor” shall mean a person or organisation that clicks through to OnePatch.co.uk web site from Your Link.
“Link” shall mean a hyperlink from Your web site to OnePatch.co.uk web site.
“Subscriber” shall mean a customer of OnePatch who subscribes to OnePatch Services.
“Services” shall mean OnePatch hosted Multichannel E-commerce Platform.
“Subscription” shall mean the paid use of OnePatch Services.
“Sign-Up” shall mean a Visitor that signs up for OnePatch Services, paid or unpaid.

OnePatch Responsibilities                  

OnePatch will track Visitors and Sign-Ups from Your Link.
OnePatch will endeavour to track returning Visitors for up to one months from their initial visit.
OnePatch will host and maintain an Affiliate web site for You, where You can log on and see how many Visitors and Sign-Ups have originated from Your Link. The site will also show what Commission has been earnt.
OnePatch will handle all responsibility for hosting, maintaining and supporting the Services.
OnePatch hereby grants the Affiliate a non-exclusive, non-transferable, revocable right to use and display the OnePatch name, trademarks, and logos solely for the purpose of implementing the Link in accordance with this Agreement.

OnePatch will pay You Commission as described below.

Affiliate’s Responsibilities

You represent that You are of legal age to enter into this binding agreement.
You will promptly place a Link from Your web site to OnePatch web site that includes Your Affiliate Id.
Links may not be placed in search engines, search ads, newsgroups, unsolicited e-mails, banner networks, counters, chatrooms or guestbooks.

Commission

The Commission payable to You will be 50% of the second payment received on all Services purchased by Subscribers only.
Commission will be credited to Your account when OnePatch invoices the Subscriber. If the Subscriber does not pay the invoice, the Commission for that invoice will not be credited to your account.
Where the Subscriber is invoiced in a currency other than GBP, then the Commission shall be calculated in GBP using that day’s exchange rate.
You are solely responsible for all taxes that are liable on Commissions.
For the avoidance of doubt, Commission is only payable on Subscriptions, not on customisation or any other services.
If a Subscriber signs up for the Services after clicking Links from multiple Affiliates, then the Sign-Up and associated Subscriptions paid will be attributed to the first Affiliate.
By signing this, you are agreeing to this contract.

Term and Termination

This agreement starts on the day You accept it.
If there are no clicks from Your web site during a period of 90 days then the agreement will deemed to be terminated.
OnePatch reserves the right to modify this agreement at any time, and will give You 30 days’ notice of any such modifications.

Limited Warranties

OnePatch warrants that it has full power and authority to grant You the rights granted herein.
OnePatch warrants to You that OnePatch owns or is licenced to use all intellectual property rights used in the logos, trademarks and Subscription.
Except as otherwise expressly provided in this agreement, all other warranties, conditions, terms and undertakings of any kind, express or implied, whether by statute, common law, custom, trade usage, course of dealings or otherwise are hereby excluded to the fullest extent permitted by law.

Limitation of Liability

Except in the cases of death or personal injury caused by the negligence of OnePatch and loss or damage caused by the fraudulent misrepresentation of OnePatch, or in other circumstances where liability may not be so limited under applicable laws, the liability of OnePatch under or in connection with this agreement, whether arising in contract, tort, negligence, breach of statutory duty or otherwise, shall in no circumstances exceed the amount earnt by You under this agreement for the year in which the claim arose or £5,000 (Five Thousand British Pounds) whichever is the greater, regardless of the form of action, even if that loss or damage was reasonably foreseeable or either party was aware of the possibility of that loss or damage arising.

OnePatch shall not be liable to You in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by You of a special, indirect or consequential nature including without limitation any economic loss or other loss of turnover, profits, business, contracts, use, reputation or goodwill or any deletion corruption, destruction, loss or removal of data, or any loss or damage suffered by You as a result of a claim brought by a third party even if such loss was reasonably foreseeable or one party had advised the other of the likelihood of their incurring the same.

Miscellaneous

This Agreement contains the whole agreement and understanding between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous written, electronic or oral agreements, representations or understandings between them. The parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. However, nothing in this Agreement purports to exclude liability for any fraudulent misrepresentation or act.

OnePatch may modify these terms at any time upon notice delivered to You by email or on our web site. Should the change substantially affect Your rights You may terminate the agreement within 30 days. The continued Clicks from Your Link after being notified of any change will be deemed acceptance of those changes.

OnePatch is an independent contractor and neither OnePatch, nor its employees, subcontractors or consultants shall be deemed Your employees and nothing in this Agreement shall constitute or imply any partnership, joint venture, agency or fiduciary relationship between the parties.

If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from the Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.

You shall not assign, delegate, subcontract, mortgage, charge or otherwise transfer all or any of Your rights or obligations under this Agreement without the prior written consent of OnePatch, which shall not be unreasonably withheld. OnePatch may assign all or any of its rights or obligations under this Agreement. OnePatch shall be entitled in the normal course of business to use subcontractors or consultants for the performance of its obligations under this Agreement.

The headings in this Agreement are inserted for convenience only, and do not affect its construction or interpretation.

The governing language for this Agreement, for the transactions contemplated hereby, for any notices instruments or other documents or media transmitted or delivered hereunder, and for the negotiation and/or resolution of any dispute or other matter between the parties, shall be the English language; where a document relating to this Agreement is not available in English, an English language version shall be provided by You on request. In the event of any conflict between the provisions of any document in any other language and an English language version thereof, the provisions of the English language version shall prevail. You hereby waive all and any rights You may have under any law in any country or part thereof to have the Agreement written in any language other than English.

All payments under this Agreement, unless expressly stated otherwise, shall be in Pounds Sterling (GBP).

No failure or delay by either party in exercising or enforcing its rights will prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms will be deemed to be a waiver of any other right or of any later breach.

No amendment, waiver or variation of this Agreement shall be binding on the parties unless set out in writing, expressed to amend or vary this Agreement and signed by an authorised representative of each of the parties.

The obligations of each party under this Agreement shall be suspended during the period, and to the extent, that party is prevented or hindered from complying with them by any cause beyond its reasonable control including, without limitation, strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, terrorism, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, difficulty or increased expense in obtaining employees, materials, goods or raw materials in connection with the performance of this Agreement. In the event of either party being so hindered or prevented, the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of the suspension and its cause and the omission to give such notice shall forfeit the rights of that party to claim force majeure. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party.

Notices

Unless expressly stated elsewhere in this Agreement, any notice, invoice or other communication under this Agreement shall be in writing and shall be sent or delivered by hand, or by nationally recognised private courier (e.g., Federal Express), or by first class mail or air mail, or by fax (confirmed by first class mail or air mail), to the address or fax number of RSS or You (as applicable) set out in this Agreement, or to such other address or fax number as RSS or You (as applicable) may notify the other party.

Notices sent or delivered as above shall be deemed to have been received upon delivery (in the case of delivery by hand or courier), upon the third working day after the date of posting (in the case of inland first class mail), upon the seventh working day after the date of posting (in the case of air mail), and on the next working day after the date of the fax (provided that a transmission report is generated by the sender’s fax machine recording a message from the recipient’s fax machine to the effect that all pages were successfully transmitted). This Agreement and performance under it shall be governed by and construed in accordance with the laws of Scotland. Any dispute arising under or in connection with this Agreement shall be subject to the non-exclusive jurisdiction of the Scotland courts in Scotland to which each party hereby submits.

If any proceeding is brought by either party to enforce or interpret any term or provision of this Agreement, the substantially prevailing party in such proceeding shall be entitled to recover, in addition to all other relief arising out of this Agreement, such party’s reasonable lawyer’s and other experts’ (including without limitation accountants) fees and expenses.

The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement or operates to give any third party the right to enforce any term of this Agreement except as expressly provided herein.

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