Buyme.com.au Affiliate Program - Terms and Conditions

Buyme.com.au Affiliate Program - Terms and Conditions

1. Free-Ads Online (ABN 76 315 998 900), of PO Box 306, Preston, Victoria Australia 3072, herein to be referred to as "FAO" and
2. The Advertising Affiliate identified in the Campaign Agreement Form, herein to be known as "the Affiliate"

DEFINITIONS

Action
For the purposes of this Agreement, an Action shall be deemed to mean a successful event or sales transaction on that results in the generation of a fee for the Affiliate.

Affiliate
Means the Advertising Affiliate who has registered and been approved on the Website to provide advertising exposure for FAO.

Business Day
Has the ordinary meaning of Monday to Friday inclusive from 9:00 a.m. - 5:00 p.m. Australian time (GMT + 10) and excluding any Australian Public Holidays.

Click
To press and release a button on a mouse or other pointing device. This generates an event which is processed by the window manager or application program. On a mouse with more than one button, the unqualified term usually implies pressing the left-most button, other buttons would be qualified. A Click is not to be confused with a Drag.

Customer
Person or entity introduced to any FAO website by virtue of said person or entity having 'clicked' any approved hyperlink, text link, banner, panel, pop-up, skyscraper, or any other image link on the Affiliate's Website which ultimately leads to that person or entity making a purchase on the Website.

Drag
Occurs when the mouse moves over a hyperlink whilst the mouse button is pressed

Fees
Means referral fees for each successful Action, in accordance with the amount(s) specified on the Website from time to time and Subject to the FAO Affiliate Terms and Conditions.

Materials
Any trademarks, forms, FAO assessment tools, logos, web content or any other advertising materials provided to the Affiliate by FAO

Payment
Payment denotes the amount of money paid to the Affiliate in consideration of customers that have made a successful payment for an FAO service.

URL
A standard way of specifying the location of an object, typically a web page, on the internet. Other types of object are described below. URLs are the form of address used on the World-Wide Web. They are used in HTML documents to specify the target of a hyperlink which is often another HTML document (possibly stored on another computer) eg. http://www.buyme.com.au

The intending Affiliate agrees and accepts, among other things, the following Terms & Conditions:

TERMS & CONDITIONS

1.0 INTENTION

FAO wishes to engage the services of the Affiliate for the purpose of referring customers to any FAO websites ("the Website"), namely:

This is not an exhaustive list of FAO websites and as such FAO will make every effort to lnotify Affiliates of all websites covered under this agreement.

1.1 In consideration for the Affiliate's services, FAO agrees to pay referral fees ("Referral Fees") in accordance with the terms of this Agreement.

2.0 LICENCE

Subject to the terms and conditions of this contract, FAO hereby grants to the Affiliate a limited, non-exclusive, non-transferable licence to use any trademarks, forms, FAO assessment tools, logos, or any other advertising materials provided to the Affiliate by FAO ("Materials").\

2.1 The Affiliate acknowledges that any licence granted under this agreement does not constitute any transfer of ownership of the Materials whatsoever and all rights not expressly granted hereunder are reserved to FAO worldwide.

2.2 The Affiliate agrees to only use the most current Materials provided by FAO and that no modifications may be made to the Materials without FAO's express consent.

2.3 The Affiliate must not use the Materials in an unlawful manner or in any way that will detrimentally affect FAO.

2.4 FAO acknowledges that the Affiliate may, from time to time, use the Materials to undertake valid promotional activities and/or campaigns and create hyperlinks to relevant pages of the Website.

2.5 FAO may, by notice in writing, immediately terminate this Agreement and any associated campaign(s) in the event of any misleading or fraudulent behaviour on the part of the Affiliate, whether or not this behaviour was intended.

3.0 RESTRICTIONS

3.1 The Affiliate may use the Materials only as an active hypertext link to (as applicable) the appropriate FAO page. The Materials may not link to any other page. The Affiliate may not frame the FAO site, or otherwise cause users to display the FAO site in a distorted fashion.

3.2 Unless FAO provides express consent otherwise, the Affiliate may only display the Materials in the form and at the size FAO provides to the Affiliate. If FAO provides the Affiliate with a substitute version of the Materials, the Affiliate shall replace the Materials as soon as reasonably possible.

3.3 The Materials shall be surrounded by a reasonable amount of empty space, and the Affiliate may not use the Materials in conjunction with other logos or marks in a way that would create a combination mark. The Affiliate may not use the Materials in a way that suggests that FAO endorses or sponsors the Affiliate's site without the prior written approval of FAO.

3.4 The Affiliate shall not display the Materials on any pages that contain infringing or illegal content or links.

3.5 The Affiliate acknowledge FAO's sole and exclusive ownership of the Materials, and the Affiliate shall not take any action inconsistent with such ownership, such as adopting, using, registering, or attempting to register any logo or trademark confusingly similar to the Materials. All use of or goodwill associated with the Materials shall accrue to FAO's benefit. The Affiliate may not use the Materials in any manner not expressly authorized under this Agreement.

4.0 REPRESENTATIONS4.1 Both parties represent and warrant that:

a) all advertisements and links shall be displayed in accordance with this contract and in a professional and tasteful manner and shall not, without permission, be used to endorse, or imply the endorsement of either party's products or services;

b) each party shall comply with all laws and regulations applicable to its site and its performance under this contract;

c) neither party shall post materials their site that violates or infringes upon the rights of any third party, nor any materials that are libellous or otherwise illegal;

d) this Agreement has been duly and validly executed and delivered and that it constitutes the legal, valid and binding obligation of both parties which is enforceable in accordance with its terms; and

e) each party is duly organized, validly existing and in good standing and have full power and authority to execute, deliver and perform this Agreement.

5.0 PAYMENT5.1 The Affiliate will be paid Referral Fees for each successful Action that takes place according to the amount(s) and nature of the Action(s) specified on the Website from time to time and subject to the Terms and Conditions of this agreement.

5.2 The Affiliate agrees (if necessary) to include and/or use any code, script or file during a campaign that FAO may require to facilitate the calculation of customers introduced. This also includes, but is not limited to, the use of images residing in a server specified by FAO.

5.3 The Affiliate understands that the removal of any element described in clause 5.2 following the cessation of any campaign shall be the Affiliate's responsibility and not that of FAO.

5.4 On the first business day of each calendar month, FAO will calculate the Affiliate Referral Fees owed to the Affiliate and forward the appropriate payment along with an electronic statement which outlines the calculation; both of which shall be in the form and manner specified on the Website from time to time.

5.5 Where a campaign has been terminated under clause 10.2, FAO shall be liable to pay the Affiliate Referral Fees up to, but not after, the date of termination.

5.6 In the event of a campaign being terminated under clause 2.6, FAO shall not be liable to calculate or make any payment in relation to that campaign.

5.7 FAO reserves the right to deduct a Referral Fee previously paid to the Affiliate for any client who has purchased a service, but subsequently is granted a refund or actions a reversal of the credit card payment that has been made for that service. Any such deductions shall also be specified in the monthly report that FAO provides to the Affiliate.

5.8 The Affiliate acknowledges that if, in any given month, the amount of deductions is greater than the amount of Referral Fees owed to the Affiliate, FAO shall be entitled to raise an invoice for the difference. In such an instance, the Affiliate undertakes to immediately pay the said invoice amount and agrees that FAO may withhold any further Referral Fees until such payment is received.

6.0 NO WARRANTY

The Affiliate acknowledges that FAO does not make or give any representation, warranty or assurance, express or implied, in relation to the Materials or the completeness and/ or accuracy of any information that FAO provides. The Affiliate also agrees that it will make its own assessment and evaluation of the Materials or any such information, and that any reliance that the Affiliate places is at its own risk.

This clause is not intended to infringe or reduce any statutory protection that may be available to the Affiliate.

7.0 INDEMNITY

7.1 In the event of a breach of any warranty or representation set forth in Section 4, either party may terminate this contract, without liability of any kind, upon providing the other party with five (5) days written notice and opportunity to remedy.

7.2 The Affiliate shall indemnify and hold harmless FAO against any and all expenses and losses of any kind (including reasonable legal fees and costs) incurred by FAO in connection with any claims arising out of the Affiliate's use of the Materials provided hereunder.

8.0 LIMITATION OF LIABILITY

8.1 FAO shall not be liable to the Affiliate for any indirect, consequential, special or punitive loss or damage in connection with this agreement or any act or omission on its part in relation to its obligations under this agreement; including, without limitation, payments to third parties, loss of revenue, profits, goodwill, data however caused, whether or not:

a) such loss or damage was foreseeable or contemplated by FAO; or

b) FAO is advised of the possibility of such loss or damage.

8.2 In the event that FAO is found to be liable under clause 8.1, the Affiliate accepts that this liability shall be limited to the amount of AU $1,000.

9.0 CONFIDENTIALITY

9.1 Unless required to do so by law, neither party may disclose any of the Confidential Information arising from this Agreement to a third party and/ or use such information except as required to perform its duties under this contract.

9.2 Under this Agreement, Confidential Information means all information arising from this Agreement which:

a) is disclosed or communicated to the recipient or representative of the recipient by the disclosing party or which is otherwise learnt, accessed or acquired directly or indirectly by the recipient or representative of the recipient;

b) relates directly or indirectly to either party or its past, existing or future business, operations, customers, administration or strategic plans; and

c) is in oral or visual form, or is recorded or stored in a document.

9.3 Both parties shall make every reasonable effort to keep confidential the Terms and Conditions of the Agreement, and all information regarding the specific viewing of FAO advertisements, the customer action rates of such advertisements and the demographics of customers who are introduced to the FAO site.

9.4 The Affiliate may, however, use aggregate demographic information once stripped of any personal identifiable information.

9.5 Neither party to this Agreement must make use of the Confidential Information to the commercial, financial or competitive disadvantage of the other party, unless expressly permitted by that party in writing.

9.6 The Affiliate acknowledges that any actual or threatened breach relating to confidentiality under this Section may cause substantial damage to the business interests of FAO and whilst an award of damages or equitable compensation or an account of profits are available to FAO; they may be inadequate to satisfactorily compensate FAO for any such breach.

10.0 TERMINATION

10.1 This Agreement and the Affiliate's license automatically terminate if either party breaches any provision under Sections 2, 3, 4 or 9 of this Agreement.

10.2 The Affiliate may terminate this Agreement and/or the license under Section 1 at any time for any reason, by providing FAO with seven (7) days notice in writing.

10.3 FAO may terminate this agreement immediately and at any time, for any reason, by providing the Affiliate with notice in writing.

10.4 In the event of termination, the Affiliate shall immediately remove the Materials from the Affiliate's site, and Sections 5-12 shall survive.

10.5 Notwithstanding clause 10.4 the payment obligations of FAO to the Affiliate under Section 5, shall also survive termination; subject to the Terms and Conditions of this agreement.

10.6 Except for termination under clause 2.6 and notwithstanding clause 5.8 being in effect, FAO shall render a final account of any Referral Fees owed to the Affiliate pursuant to Section 5, within thirty (30) days of the date of termination.

11. ENTIRE AGREEMENT

This Agreement and any schedules or Special Conditions that have been stipulated and duly executed by both parties, embody the entire agreement and understanding between the parties concerning its subject matter and succeeds and overrides all other agreements, understandings and representations (whether written or verbal) concerning the subject matter of this Agreement.

12. GENERAL

This Agreement shall be governed in all respects by the laws and courts of Victoria, Australia.

If performance hereunder is interfered with by any condition beyond a party's reasonable control, the affected party shall be excused from such performance to the extent of such condition.

No agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement, and the Affiliate may not make any commitment on FAO's behalf.

If any provision of this Agreement is deemed illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect. The waiver of a breach hereunder does not waive any other or subsequent breach.

Except as otherwise specified, any notices hereunder shall be in writing and delivered to:

(a) FAO by sending notice via certified mail, return receipt requested (which shall be effective when signed for) to PO Box 306, Preston, Victoria Australia 3072, and

(b) the Affiliate by sending an email to the Affiliate's specified email address, which shall be effective when sent, or, at FAO's discretion, by sending notice via certified mail, return receipt requested (which shall be effective when signed for) to the Affiliate's mailing address.