Affiliate Terms And Conditions
Scope of Services
Switch Performance Marketing is a trading style of TokenAds Ltd, and shall receive digital advertising, call centre services or marketing services including but not limited to the services described in each Purchase Order (the “Services” also know as “PO”).
Binding Agreement and Purchase Orders
This Agreement between the Parties, the parties being TokenAds Ltd (Herein known as TokenAds) and the company or individual signing an Purchase order, Herein Known as The Affiliate) shall constitute a binding agreement, the terms and conditions of which shall apply to each Purchase Order. A Purchase Order shall be binding upon the parties when a Purchase Order is executed by both TokenAds and the company and/ or individual signing the accepting order. In the event of any inconsistency between the terms of a Purchase Order and this Agreement, the terms of the Purchase Order shall prevail.
In addition to any descriptions of Services set forth in a Purchase Order, certain Services that may be listed from time to time in a Purchase Order are described as follows:
- Digital Media Buying
- Call Centre Outsourcing, Outbound Telemarketing, Telesales
- Content Distribution: Digital Advertisement Placement, Sponsored Article Placement, Native Advertising Distribution, Display Advertisement Distribution, Video Advertisement Distribution, Email Distribution, Push Notification Distribution, Search Engine Marketing.
- Campaign Reporting & Optimization: Analytical Reporting, Campaign Bidding Adjustments, Campaign Schedule Adjustments, and Campaign Budget Allocation Adjustments.
- Content Development: Content Creation; Video Production, Content Editing, Image Curation
- Web Development: Website creation, Landing Page creation, Software Setup and Configuration
Third Party Service Providers
TokenAds acknowledges and agrees that during the course of providing the Services in a Purchase Order, the Affiliate may use the services of carefully chosen certain third parties, any such third parties must abide by all obligations and duties of the Affiliate set out in a purchase order and these terms and conditions, with particular attention to GDPR regulations and any other legislative or data protection requirements applicable with the jurisdiction in which the affiliate is providing services .
This Agreement shall commence on the Effective Date for a term of (3) months following which it will be automatically renewed for successive three (3) month terms unless or otherwise terminated by either Party giving the other Party (24) hrs written notice of termination, except in the case of breach, fraudulent submissions or misconduct by the affiliate in which case TokenAds shall be entitled to terminate the agreement immediate effect.
Billing and Payment Terms
The Affiliate shall be paid for the Services pursuant to the rate and other particulars set forth in the Purchase Order. If any invoice is not paid by the TokenAds within (7) days of the terms set out in a purchase order, the Affiliate may suspend its performance under the Purchase Order without penalty. Interest shall accrue on the balance of any overdue invoice at a rate equal to one and one half percent (1.5%) per month or eighteen percent (18%) per annum.
Representations and Warranties
- The Parties represent and warrant that:
- they are companies duly organized and in good standing within their respective jurisdictions.
- this Agreement has been duly authorized, executed and delivered.
- this Agreement, when executed does not violate any existing agreements to which the Parties are otherwise bound.
- Additionally, the Affiliate warrants and represents to TokenAds that with respect to any information or materials provided by the Affiliate to TokenAds, including, without limitation, any intellectual property of any kind (the “Materials”), the Materials nor any part thereof violate or will violate, or infringe or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, dramatic, personal, private, civil, or property right or right of privacy or “moral right of author”, or any law or regulation or other right whatsoever of any person, firm, corporation or association.
During the course of providing Services throughout the term of this Agreement, each Party shall come into possession of confidential materials and proprietary information that pertains to the other Party’s business. Such information includes, but is not limited to product samples, marketing strategies, business processes, client lists, prospect lists, member names and other database information, marketing records and procedures. Such information is hereby deemed the exclusive property of the disclosing Party and shall not be divulged, utilized, or made accessible to any third Party except as is required to perform the services covered under the terms of this Agreement. The receiving Party shall return Confidential Information to the disclosing Party upon the completion of services or if requested in writing by the disclosing Party. It is further expressly understood that all information relating to TokenAds industry contacts, processes, systems, data collection methodologies and analytic reports and procedures used to support the Services described in this Agreement are confidential and belong exclusively to TokenAds and may not be copied or made available to any third Party, individual, organization or business without the consent of TokenAds. These obligations with respect to confidential information, shall survive the termination of this Agreement. Neither Party shall be held responsible for similar information already in the public domain or be held responsible for any similar information that may enter the public domain through no fault of the other Party.
Indemnification & Liability-TokenAds
The Affiliate accepts the Purchase Order on an “as is” basis and TokenAds shall not be liable for any damages or consequential losses arising as a result of the Purchase Order whatsoever.
Indemnification & Liability-Client
The Affiliate shall indemnify, defend and hold harmless TokenAds, its directors, officers, employees, agents and sub-contractors and assigns from all claims, losses, liabilities, damages, suits, actions, government procedures, taxes, penalties or interest, associated auditing and legal expenses and other costs incurred by TokenAds (including reasonable attorneys’ fees and costs of suit), which in any way arise out of: (a) Affiliate’s mis-representation or breach of any representation, warranty or covenant of this Agreement (c) Affiliate’s breach of any laws or regulatory requirements in any particular jurisdiction. The Affiliate’s indemnity shall be unconditional and unlimited in amount up to €50M.
Limitation of Liability
The Affiliate acknowledges and agrees that TokenAds has not and will not made any formal inquiries into whether its provision of any Purchase Order will violate any applicable securities legislation or other laws of any nature and kind and TokenAds shall not be liable for any claims or losses of any kind relating to any violation or infringement of the aforementioned laws. It is intended that the foregoing limitations apply to any and all liability or cause of action however alleged or arising.
TokenAds’ Freedom to Work
The Affiliate acknowledges that TokenAds and its’ suppliers, clients and subcontractors are in the business of providing strategic digital marketing, outbound call centre services and data services to others. Nothing herein contained shall be construed to limit or restrict TokenAds in conducting such business with respect to others, or in rendering such advice to others. The Affiliate shall perform its duties hereunder as an independent contractor and not as an employee or associated party thereof. It is expressly understood and agreed to by the Parties hereto that the Affiliate shall have no authority to act for, represent or bind the TokenAds or any Director or employee thereof in any manner.
The provisions of this Agreement shall be binding upon and accrue to the benefit of the Parties and their respective heirs, legal representatives, successors and assigns. Neither Party shall assign this Agreement without the express written consent of the other Party.
The headings in this Agreement are solely for the convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.
Only a written instrument signed by the Parties hereto may amend this Agreement.
This agreement is governed by the laws of England and Wales. This Agreement is deemed to be executed in England, which shall be the sole venue for any causes of action arising from this Agreement.
During the term of this Agreement and for a period of three months thereafter, the Affiliate agrees not to solicit or attempt to interfere or contract with, any employee or third party client or customer of TokenAds who became known to the Affiliate as a result of performing duties under this Agreement.
The failure of either Party to insist upon strict performance of a provision or to exercise any right hereunder shall not be construed as a waiver of such Party’s right to rely on such provision or assert any such right in that or any other instance.
The obligations contained this Agreement, along with any Indemnification provisions of any kind set out in this Agreement (including any Purchase Order) shall survive the termination of this Agreement for a period of two (2) year.
Any delay, waiver, or omission by TokenAds to exercise any right or power arising from any breach or default of the other Party in any of the terms, provisions, or covenants of this Agreement shall not be construed to be a waiver by Client or TokenAds of any subsequent breach or default of the same of other terms, provisions, or covenants on the part of the other Party.
This Agreement and any Purchase Order thereunder may be executed in counterparts, each of which shall be deemed one and the same instrument. A facsimile/ email transmission of this Agreement and any Purchase Order thereunder bearing a Party’s signature shall be legal and binding on such Party.
The invalidity or illegality of any portion of this Agreement shall not affect the validity or legality of any other provisions.
Neither Party shall be or represent itself to be an agent, employee or joint venture of the other, nor shall either Party have or represent itself to have any power or authority to act for, bind or commit the other.
All notices and other communications provided from herein shall be in writing and shall be deemed to have duly given if delivered by hand or sent by registered or certified mail or email with receipt, to the Party to whom it is directed.
Uncontrollable Events (Force Majeure)
No Party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises for reasons beyond the reasonable control of such Party. The time for performance of any act delayed by such causes shall be postponed for a period equal to the delay; provided, however, that the Party so affected shall give prompt notice to the other Party of such delay and the reasons for such delay. The Party so affected, however, shall use its best efforts to avoid or remove such causes of non-performance and to complete performance of the act delayed, whenever such causes are removed.
Additional Assurances and Documents
The Parties further agree to execute, acknowledge and deliver to each other, or procure the execution, acknowledgment and delivery to each other of any and all further assignments and other instruments, in form approved by counsel for each of the Parties, acting reasonably, necessary or expedient to carry out and effectuate the purposes and intent of the Parties as herein expressed.
The Affiliate recognises that TokenAds has proprietary relationships with its end client(s), advisors and consultants. The Affiliate shall not directly or indirectly commit any act or seek to interfere with or circumvent TokenAds relationships with the aforementioned. In the event of interference or violation of this clause on the part of the Affiliate either directly or indirectly, TokenAds shall be entitled to claim any and all loss, damages and/ or consequential losses against the Affiliate and in the event of any direct or indirect interference with TokenAds’ economic relationships TokenAds shall be entitled to recover those costs, loss and damages and/ or offset these against any balance held on account of the Affiliate. During the continuance of a Purchase Order and for a period of three months thereafter The Affiliate shall not contract with or attempt to contract, either directly or indirectly with an end client of TokenAds, (for whom the Affiliate has been sub-contracted under a purchase order to provide services), save only for the purpose of compliance with TokenAds end client’s legal or regulatory responsibilities and/ or administrative compliance requirements, any such contract between the Affiliate and for the purposes for compliance and/ or regulatory compliance shall not negate any such responsibility of the Affiliate to comply with the terms of this agreement or the Affiliates warranties to TokenAds that it shall comply with such. Notwithstanding the aforementioned, during the continuance of a Purchase Order and for a period of three months thereafter The Affiliate shall not seek to or be entitled to obtain payments directly from TokenAds’ end client, in the event that the Affiliate violates this clause TokenAds shall be entitled to receive 25% of any such payment the Affiliate has received either directly or indirectly for a period of 12 month from the data of violation with any such payment being due within 7 days of receipt of any such payment by the affiliate, time is of the essence.
The Affiliate warrants to TokenAds that it shall comply with any GDPR or mandatory regulatory, administrative compliance or legislative compliance, and any other compliance requirements notified to it in relation to a Purchase order or otherwise. The Affiliate shall comply with all applicable laws and regulations including, but not limited to Data Protection Act of 1998 and amendments thereto; the Directive on Privacy and Electronic Communications, General Data Protection Regulation and the Consumer Distant Selling Regulations. In the event of any customer complaint the Affiliate provide full opt-in details (and in case of outbound call centre details of the call recording) within 72 hours of such request, time is of the essence.
Misconduct and lead generation campaigns
If TokenAds deems any leads to be fraudulent or if we see a pattern of potentially fraudulent activity, including, without limitation, where there are multiple accounts from the same IP, TLD patterns, or referral of leads which do not comply with this Agreement. We reserve the right to investigate and withhold commissions until we are satisfied that commission is due on any legitimate submissions.
Where TokenAds supplies a tracking link, the Affiliate shall not alter an end client’s tracking links in any way without TokenAds approval.
In the event that any referred leads have been offered or received coupons, refunds, credits or discounts from the Affiliate or for referred leads who have joined a business opportunity program that is managed or participated in by the Affiliate, or have been offered to receive goods, a service or funds in exchange for submitting their details. (This is referred to as incentive traffic, which is strictly prohibited unless otherwise agreed in writing. Strictly no incentive leads.)
An affiliate shall not submit leads using marketing practices that we deem to be unethical or likely to attract fraudulent signups and/or signups with a very low likelihood of upgrading to paying customers for our end client. In the event of violation or misconduct of any of this or any of the above we reserve the right to investigate and withhold commissions until we are satisfied that any commission is due on any legitimate lead submissions.
Unless otherwise stated the Affiliate will only be credited for Qualified leads from the United Kingdom.
TokenAds Limited reserves the right to immediately cancel or withhold for later review any Commission Fee and/ or immediately terminate a PO based on the Affiliates failure to comply with a PO or otherwise fails to meet the terms or this agreement or a PO. It is the responsibility of the Affiliate to monitor the quality of lead submissions and to ensure leads are only submitted from legitimate sources that comply with this agreement, the Affiliate shall also ensure compliance with TokenAds’ end client’s compliance policies which have been notified to the affiliate.
This Agreement and any Purchase Orders created pursuant to this Agreement, along with any schedules or appendices attached thereto, if any, contains the entire agreement between the Parties respecting the subject matter, and supersedes all other agreements whether written, or oral between the Parties, it being expressly understood that there are no other representations, terms, warranties, conditions, guarantees, promises, agreements, collateral contracts or collateral agreements express or implied, or statutory, other than those contained in this Agreement and that this Agreement represents the whole of the Agreement between the Parties, and no alteration, modification or amendment hereof shall be binding unless made in writing and signed by the Parties hereto.
Shall be as per a Purchase Order.
TokenAds Ltd, 20-22 Wenlock Road, London, United Kingdom, N1 7GU, Reg No. 11998028