AFFILIATE PROGRAM AGREEMENT
This Affiliate Program Agreement (the “Agreement”) is made and effective the [DATE] 1/10/2020
BETWEEN: The Peoples Fund (PTY) LTD (the “Owner”), a corporation organized and existing under the laws of South Africa, with its head office located at:
Workshop 17, 138 West Street, Sandown, 2196, Gauteng
AND: The Subscriber (the “Subscriber”), a corporation / person organized and existing under the laws of South Africa
In consideration of the terms and covenants of this agreement, and other valuable consideration, the parties agree as follows:
- The subscriber represents and warrants to the Owner that the Recipient has read and understands the Privacy Policies and agrees to the terms set forth therein.
- For purposes of this Agreement, the term “the subscriber” refers to the individual or legal entity who applies for/is approached and is accepted into the Affiliate Program. The term “the Owner” refers to the sponsor of the Affiliate Program. The term “the Owner’s website” refers to the website that the Owner maintains at www.thepeople.co.za . The term “the Recipient’s website” refers to the website on which the Recipient agrees to place a link to the Owner’s website as specified in the Exhibit B hereof. “Merchandise” means all products, merchandise and stock that is offered by the Owner for sale through its website.
- AFFILIATE PROGRAM REGISTRATION
To register for the Affiliate Program, the subscriber must complete and submit to the Owner an Affiliate Program Application Form. The Affiliate Program Application Form is included on the Owner’s website and can be completed and submitted through its website.
- APPROVAL OR REJECTION OF AFFILIATE PROGRAM APPLICATION
The Owner reserves the right to approve or reject ANY Affiliate Program Application in its sole and absolute discretion. The Subscriber will have no legal recourse against the Owner for the rejection of the Recipient Affiliate Program Application.
- REASONS FOR REJECTION
Without limiting the right to reject any application for any reason whatsoever in the Owner’s absolute discretion, the Subscriber application will be rejected if it is non complete, if the Recipient’s website contains images or content that is not acceptable to Owner or is inconsistent with the image that the Owner wishes to create in association with its website, or if the Subscriber’s website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the Subscriber’s site contains any material that appears to Owner to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.
- TERMINATION AFTER ACCEPTANCE
Even after the Owner has accepted the Subscriber as an Affiliate Program member, the Owner reserves the absolute right to rescind or terminate the Subscriber affiliate status for any reason in its sole and absolute discretion, including but not limited to the reasons set forth above.
- FINANCIAL RESPONSIBILITIES
The Subscriber will be fully responsible for all costs and expenses of maintaining and marketing the Affiliate Program, including but not limited to all costs associated with the creations, hosting, modification, and improvements to the Subscriber’s website, costs of search engine placement and other Internet marketing, costs of inserting the Owner’s links into its website, offline marketing costs, postage costs, and all other costs and expenses, and the Subscriber hereby holds the Owner harmless from or against the same.
- NO REPRESENTATIONS REGARDING INCOME POTENTIAL
The Owner makes no representations and warranties regarding potential income that may result from participation in this Affiliate Program and specifically disclaims any and all warranties relative to earning potential from the Subscriber affiliate status.
- RESPONSIBILITY TO LINK TO THE OWNER’S SITE
- As a Program Affiliate, the Subscriber will have the obligations to place links on its site directing users to the Owner’s site. The Owner will make available to the Subscriber button links, text links, and banner advertisements to be placed on the Recipient’s website which will direct users to Owner’s website via hypertext link. As a Program Affiliate, the Subscriber is given a limited term license, during the term of the Subscriber active participation as a Program Affiliate, to utilize the Owner’s logo images provided to the Subscriber on the website that the Subscriber designates in the Subscriber Affiliate Program Application.
- The Owner makes available to its Affiliates, links, banners, and other information advertising its site to be used subject to the terms of this Agreement. These materials will contain its trademarks and other proprietary property. The Subscriber may display these materials on the Subscriber’s website for the purpose of promoting the Owner’s site and participating in this Affiliate Program. If the Subscriber discontinues the Affiliate Program or if the Subscriber participation is terminated for any reason, the Subscriber will immediately cease using these materials and will delete all such materials from its website and from its computer. The Subscriber must obtain the Owner approval of all links to the Owner’s site that the Subscriber place on its website. The Subscriber will cooperate with the Owner in the establishment and placement of links on the Subscriber’s website.
- The Subscriber will only be permitted to use the links that the Owner provided to the Subscriber on the website that the Subscriber designate in the Affiliate Program Application. Any additional websites or entities will require additional submissions of Affiliate Program Applications and approval by the Owner.
- The Subscriber will not modify the links or other materials that the Owner provided to the Subscriber or the placement of the links on the Subscriber’s page. The Subscriber consent to the Owner monitoring the Subscriber’s website to determine continued compliance with this Agreement.
- The Subscriber consent to the Owner including information relative to traffic from the Subscriber’s site in the Owner reports. This information may be provided to outside parties.
- ANTI-SPAM POLICY
The Owner strictly forbid the use of unsolicited commercial email (UCE) or SPAM campaigns. The Owner maintain a Zero-Tolerance policy against SPAM, be it direct, third party or any affiliate (Subscriber) or similar agent acting on the Subscriber’s behalf. As such, the Owner reserves the right to terminate any violating Recipient’s account or any part thereof, without notice or compensation.
Any Subscriber’s found to be involved in a SPAM/UCE campaign, including flooding newsgroups, distributing messages to recipients that do not want the information or any other abuse contravening UCE legislation will be met as follows:
- The Subscriber’s account will be closed immediately, without burden of notice or compensation.
- A R5000.00 administration fee will be incurred against the offending Subscriber.
- The Subscriber will be held accountable for any monetary damages suffered by the Owner, sustained through contravention of this Affiliate Program Agreement. This will include, but not limit to punitive damages related to lost clients and brand deterioration.
- The Owner will pay R100 per lead to the Subscriber for every lead funnelled through the Subscriber’s individual affiliate link.
- Affiliate fees will be paid to the Subscriber on a monthly basis on or about the [15th] of Two calendar months after the lead was captured. All payments will be made via an EFT (electronic funds transfer) to the Subscriber through bank details supplied in the Affiliate Program Application. The Owner does not send payment if the total amount due to the Subscriber is not at least [R1000]. Amounts below [R1000] will accrue to the Recipient account and payment will be made for the month when the Recipient’s total commissions achieve the minimum [R1000]. The Owner reserves the right to amend the minimum commission payment amount at any time.
- CUSTOMERS’ PROVENANCE
All parties who make purchases through the Owner’s website, regardless of whether they may have reached its website through the link from the Recipient’s website, are deemed to be the Owner’s customers and not the Recipient’s customers relative to the Owner’s products and services. The Owner will have the right to contact these customers and send future marketing offers to them. The Recipient will have no right to commissions on subsequent purchases that may be made by these customers, except for subsequent purchases that may be traced at the time of purchase through a link from the Recipient’s website. Additionally, all such customers and purchases will be subject to the Owner policies, procedures, rules and regulations and the Recipient has no right or authority to amend or offer any different offers relative to the purchase of products from the Owner’s website. The Owner however, reserves the right to amend any of its terms, conditions, policies, procedures, pricing, payment policies, collection policies, and all other items relative to the Owner’s business and sale of products at any time in its sole discretion.
- TRADEMARKS AND COPYRIGHTS
- The Subscriber will have a non-exclusive, limited term license to use the trademarks, logos, and copyrighted material that the Owner provided to the Recipient for use solely on the home page that the Subscriber designate in the Subscriber Affiliate Program Application. The Subscriber may only use the images that the Owner specifically makes available to the Owner Affiliate Members at the area of its website that is specifically designated as approved images for Affiliate Program Members. The Subscriber may not distribute, reproduce, modify, amend, these images in any way. The Subscriber may use these images only for the purposes of promoting the Owner’s website and products on the Subscriber’s website in compliance with the Affiliate Program policies and procedures and the terms of this Agreement. The license so granted is subject to complete compliance with all terms and conditions of this Agreement and any policies the Owner may create and amend from time to time regarding the Affiliate Program.
- The Subscriber will only use such items in the form,font, size, content, and appearance that the Owner provided them to the Subscriber. The Subscriber is not permitted to modify them. The Subscriber agrees to display these items prominently on its website/social media pages. These items may only be used in if they contain a hypertext link to the Owner’s website. This license shall immediately terminate upon the termination from the Affiliate Program. The Owner may also terminate this license upon notice to the Subscriber in the event that the Subscriber’s use of these items is contrary to or does not conform with its standards, such standards to be determined in its sole and absolute discretion. The Subscriber agrees that the Owner retains all right, title and interest in and to all such materials. The Owner will retain all goodwill and other value associated with any of these materials. The Subscriber will not gain any trademark, copyright or other proprietary rights to such materials. The Subscriber agrees not to take any action that is contrary to or inconsistent with the Owner rights to these materials. The Subscriber will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to the Owner or that paints the Owner in a false or negative light. The Owner may revoke the limited license granted hereunder at any time in writing to the Subscriber. Upon termination or revocation, the Subscriber will immediately cease from any use this material.
- The Subscriber is not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to the Owner or to any other party and which may appear on the Owner’s website.
- The Subscriber grants to the Owner a non-exclusive right and license to use the Subscriber’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Subscriber participation in the Owner Affiliate Program. The Subscriber represents and warrants to the Owner that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party. The Subscriber represents and warrants to be the absolute, sole and exclusive owner of all such materials and the owner of all trademark rights, copyrights, and other proprietary rights in and to the same. The Subscriber represents to have the right, power, and authority to license said materials to the Owner as aforesaid and that the Subscriber is not under any legal or contractually limitation on the right to so license these materials. The Owner has no obligation to announce, advertise, market, or promote the Subscriber participation in the Owner Affiliate Program, but reserves the right to do the same at its sole discretion.
The Subscriber is responsible for all matters pertaining to the Subscriber own website including its development, maintenance, operation and placing links on the Subscriber’s site and social media pages in compliance with the terms of the Affiliate Program. The Subscriber is completely responsible for all items that appear on its site and for assuring that such items do not infringe upon or violate the rights of any other party. The Owner is not responsible for any matter pertaining to the Subscriber’s site or the content thereof and the Subscriber holds the Owner harmless and indemnifies the Owner from any and all claims, suits, threats, demands, liabilities, actions, causes of action related in any way to the Subscriber’s website and business. Such indemnity includes the Owner costs and attorney fees in defending any such matter. The Subscriber represents and warrants to the Owner that its site does not and will not contain any materials that are illegal and that the Subscriber’s site is not operated for an illegal purpose or in an illegal manner.
- REPRESENTATIONS AND WARRANTIES
The Subscriber hereby represents and warrants to the Owner to have the complete power and authority to enter into this Agreement and that this Agreement constitutes a valid and legally enforceable agreement. The entry of this Agreement has been duly and validly authorized by all necessary corporate or other organizational actions and approvals. The Subscriber’s entry of this Agreement is not prohibited by the terms of any document, is not contrary to any law, rule or regulations, and is not in violation of any court or administrative order.
The effectiveness of this Agreement shall not commence until the Subscriber Affiliate Program Application is accepted by the Owner. The effectiveness hereof and binding effect shall occur upon the Owner acceptance of the Subscriber Affiliate Program Application. This Agreement shall remain in full force and effect until terminated by the Subscriber or by the Owner. Either the Owner or the Subscriber may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination in compliance with this Agreement. Notices sent hereunder shall be via Email to the Subscriber at the Email address indicated in the Subscriber Affiliate Program Application. Any and all notices to the Subscriber via Email at such address shall be deemed to be effective notice to the Subscriber for all purposes.
The Subscriber will forfeit all right to receive past commissions that may have accrued to the Subscriber if this Agreement is terminated as a result of the Subscriber failure to comply with the terms of this Agreement or any policies and procedures of Affiliate Program that may be established and amended by the Owner in its discretion from time to time. If this Agreement is terminated for any other reason, the Subscriber will have a right to receive its accrued commissions through the effective date of termination The Owner has the right to withhold final commission payments for sufficient time in order to assure that the amount paid to the Subscriber is accurate and not subject to later adjustment for returns or any other reason. If following final payment the Owner determines that the amount of commissions that the Subscriber were paid was too high, as a result of subsequent returns or any other adjustment or reason, the differential shall be a debt from the Subscriber to the Owner and the Owner shall have all legal right to receive a refund of such overpaid commission from the Subscriber.
The Owner reserves the right in its sole and absolute discretion, to modify any terms and conditions of the Affiliate Program and the terms and conditions of this Agreement upon notice to the Subscriber. Notice of any changes may be given via Email to the Subscriber or by posting such changes in the Affiliate Program sections of the Owner’s website. Such changes and modifications will take effect upon transmission of Email or posting on the Owner’s website. The Subscriber may terminate participation in the Affiliate Program in the event that any of these modifications are unacceptable to the Subscriber and such termination shall be the Subscriber sole and exclusive remedy. In the event that the Subscriber continues to participate in the Affiliate Program following such modifications, the Subscriber will be deemed by the Subscriber continued participation to accept any and all such changes.
- THE OWNER HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY RELATED TO ANY DOWNTIME OR FAILURE FOR USERS TO BE ABLE TO ACCESS ITS WEBSITE OR TO ACCESS ITS WEBSITE USING THE LINK FROM THE SUBSCRIBER’S WEBSITE. FURTHERMORE, THE OWNER SHALL NOT BE RESPONSIBLE FOR AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO ITS WEBSITE, THE AFFILIATE PROGRAM, THE SUBSCRIBER PARTICIPATION IN THE AFFILIATE PROGRAM, THE RECIPIENT ABILITY TO MAKE ANY COMMISSIONS OR OTHERWISE PROFIT THROUGH PARTICIPATION IN THIS AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF FITNESS FOR ANY PARTICULAR PURPOSE OR MERCHANTABILITY, NON-INFRINGEMENT, OR ANY CLAIM MADE BASED UPON THE OWNER’S COURSE OF DEALING OR USAGE OF TRADE. THE OWNER DOES NOT REPRESENT OR WARRANT THAT ITS WEBSITE OR ANY APPLICATION, INCLUDING BUT NOT LIMITED TO ITS LINK TRACKING FEATURES, WILL BE ERROR FREE OR THAT THEY WILL FUNCTION WITHOUT INTERRUPTION.
- THE OWNER SHALL NOT BE RESPONSIBLE FOR ANY DIRECT OR INDIRECT DAMAGES OR LIABILITIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES, LOSS PROFITS, LOST BUSINESS OPPORTUNITY OR ANY OTHER DAMAGES; REGARDLESS OF WHETHER THE OWNER WAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THE SAME AND TOOK NO ACTION TO PREVENT THE SAME.
- Without limiting the forgoing, the Owner total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by the Owner pursuant to the terms hereof.
In the event that any information is disclosed to the Subscriber through the Subscriber participation in the Affiliate Program related in any way to the Owner company and business which the Owner deem to be confidential and proprietary, the Subscriber agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Subscriber own purposes. Confidential information will include any information regarding the Owner changes or modifications to this Agreement or this Affiliate Program (which the Owner shall have no obligation to make) or any special treatment that the Subscriber may receive (which the Owner reserves the right to provide in its sole discretion to any affiliate). Confidential information shall also include any and all information related to the Owner’s business, business plans, marketing plans, user statistics, financial information, pricing, profits, membership information, affiliations, sales information, and all other information which the Owner considers to be confidential and proprietary.
The Subscriber hereby indemnifies and holds the Owner, and all of the Owner stockholders, officers, directors, employees, contractors, affiliates, agents, successors and assigns harmless from and against any and all claims, liabilities, damages, actions, causes of action, suits, threats, demands, settlements, including all costs and attorney fees related thereto, that the Owner may incur and which are based in whole or in part upon the Recipient participation in the Affiliate Program, any claims that any of the Subscriber trademarks and other proprietary material infringe upon the rights of any other party, the Subscriber breach of any term, covenants, condition, representation or warranty contained in this Agreement or any policies of participation in the Affiliate Program, or any claim related directly or indirectly to the Subscriber use, operation or the content of the Subscriber’s website.
- GOVERNING LAW
This Agreement shall be interpreted under the laws of [South Africa]. Any and all legal actions relative hereto shall be in the courts of Gauteng Local Division of the High Court of South Africa
- RELATIONSHIP OF THE PARTIES
The parties hereto are independent contractors and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant. The Subscriber has no power or authority to bind the Owner to any obligation, agreement, debt or liability. The Subscriber shall not hold itself out as an agent or representative of the Owner.
Notices to the Owner shall be by certified mail, return receipt requested addressed to the address contained in this Agreement, or such other address that the Owner provide notice of to the Subscriber via Email or by posting the same on the Affiliates section of the Owner website. Notices to the Subscriber shall be by Email addressed to the Email address that the Subscriber provided to the Owner in the Subscriber Affiliate Program Application or by posting such notices on the Affiliate section of the Owner’s website. It shall be the Subscriber responsibility to check the Affiliate section of the Owner website periodically to monitor all notices set forth thereon.
This Agreement is only for the benefit of the party that the Subscriber list in the Affiliate Program Application. The Subscriber shall have not right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void.
- ENTIRE AGREEMENT
This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supercedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof. This Agreement may only be amended by a writing signed by the authorized representative of each of the parties, except as otherwise set forth herein. Any waiver of a breach or default under this Agreement shall not constitute a waiver of any subsequent or other breach or default and shall not serve to modify the agreements set forth herein.
If any provision or term of this Agreement is held to be invalid for any reason, it shall not effect the enforceability of the remainder of this Agreement or any other term or condition of this Agreement.
COMMISSION RATE STRUCTURE
1 typeform complete application accessed through an affiliate link constitutes a lead for which earns the Subscriber R100 commission.
The lead will be pending until confirmation of valid business registration number.
Any business that has historically applied will not be paid for.