Terms and Conditions

 

AFFILIATE AGREEMENT

BACKGROUND

(A)         Webosaurus wishes to continue to increase the number of leads referred to the Webosaurus Site.

(B)         Webosaurus and the Affiliate have agreed that the Affiliate will provide leads to the Webosaurus Site and Webosaurus shall pay the Affiliate for providing such leads in accordance with the terms and conditions of this Agreement.

  1. INTERPRETATION
    • Capitalised terms used in this Agreement have the meanings set out in Schedule 1.
    • In this Agreement, references to this “Agreement” are to the Clauses, Schedules and Annexes of this agreement as amended from time to time, and the words “including” and “in particular” and any similar words or expressions are by way of illustration and emphasis only and do not operate to limit the generality or extent of any other words or expressions.
  2. TERM OF THE AGREEMENT
    • This Agreement shall commence on the Effective Date and shall continue in full force and effect until otherwise terminated in accordance with its terms. Webosaurus reserves the right not to accept any applicant for its affiliate programme, and no contract is completed in respect of the Webosaurus affiliate programme until this Agreement has been validly executed by both parties.
    • The Affiliate agrees to comply with Webosaurus’s affiliate program guidelines, as set out in Part D, Annex 1 of this Agreement.
    • Where an Affiliate is accepted onto the Webosaurus affiliate program it shall:
      • upon request, have access to a suite of creative banners, buttons and widgets which link through to the Webosaurus Site and other material, as provided by Webosaurus, at its sole discretion, from time to time (“Webosaurus Material“) and be entitled to use such Webosaurus Material for the sole purpose of directing leads to the Webosaurus Site; and
      • become eligible to receive Fees for qualifying Leads (Leads being any qualifying Client Lead that results from a Valid Clickthrough, as defined in Schedule 1).
    • Subject to its compliance with the terms and conditions of this Agreement, the Affiliate may publish, use or display Affiliate Links to direct users or users’ data to the Webosaurus Site (whether by (i) directing details of jobs posted by users of its website to the Webosaurus Site by way of an application program interface (ii) displaying an iframe on its website in order to direct details of jobs posted by users of its website to the Webosaurus Site or (iii) publishing links to direct users to the Webosaurus Site; as directed by Webosaurus from time to time).
    • Webosaurus shall review and approve (such approval to be withheld in Webosaurus’s own discretion) in advance all Affiliate webpages displaying the Affiliate Links before being published.
    • The Affiliate shall not publish or permit publication, use or display of any Affiliate Links on any website and/or any other materials which contain unlawful, offensive, pornographic, violent, obscene, racist, sexist, morally reprehensible or, in the reasonable opinion of Webosaurus, otherwise distasteful material.
    • Webosaurus may at any time require the Affiliate to change the placement of, or remove, or disable any Affiliate Links at Webosaurus’s sole discretion, and the Affiliate shall promptly comply.
    • Nothing in this Agreement is intended to create any relationship of exclusivity between the parties.
  3. WARRANTIES
    • The Affiliate warrants, undertakes and represents that:
      • it has and will maintain throughout the term of the Agreement all necessary rights and/or licences to host, display, use or publish the Affiliate Links, and that it shall not publish, use or display the Affiliate Links or perform this Agreement in a manner which breaches the Intellectual Property Rights, confidentiality rights, data protection or privacy rights or any other rights of any third party;
      • it has and will maintain throughout the term of the Agreement all rights, licences, permits and regulatory permissions required to conduct its business, including the publication, use and display of the Affiliate Links and will not breach the terms of any of them;
      • it has obtained the consent of all users of the Affiliate Sites to:
        • the use of cookies to track users and ascertain if such users follow an Affiliate Link; and
        • the processing of their personal data by the Affiliate as contemplated by this Agreement; and
      • the Affiliate Links, Affiliate Sites, and/or any medium containing an Affiliate Link shall not contain any software virus or other harmful software, and the Affiliate and its corporate group shall conduct their business operations in accordance with all applicable Laws.
    • Each party warrants that:
      • this Agreement, once executed, shall be binding on it; and
      • it is legally capable of entering into this Agreement.
    • Both parties warrant that they will perform their obligations under this Agreement with reasonable care and skill.
    • Except for the express warranties explicitly provided by Webosaurus in this Agreement, Webosaurus, to the fullest extent permitted (except as required by law), makes no (and hereby disclaims all) representations or warranties of any kind, whether implied, statutory or otherwise, in respect of this Agreement.
  4. FEES
    • RP shall pay the Affiliate a Fee on a monthly basis for each qualifying Lead during that month as recorded by Webosaurus’s Tracking Software up to the amount of the Monthly Cap, in accordance with Schedule 2 (Fees).
    • Webosaurus may at its sole discretion change the Fee amount and/or the basis on which Fees are calculated in respect of future Leads by giving 14 days’ notice to the Affiliate. The Affiliate may terminate the Agreement immediately on notice to Webosaurus should the Affiliate not wish to accept any such changes in the Fees. Continued referral of Leads by the Affiliate following such period shall constitute the Affiliate’s acceptance of the revised Fee arrangements.
    • Subject to clause 5.(4) below:
      • at the end of each month during the Term, Webosaurus shall calculate the total applicable Fees due to the Affiliate in respect of all qualifying Leads generated from Affiliate Links during such period and notify the Affiliate of the amount of Fees payable to it in respect of such Leads;
      • within 30 days from the date of invoice, Webosaurus shall pay the Affiliate the total applicable Fees in respect of the prior month/weeks activity.
    • Payment of all Fees shall be subject to (i) a de minimis payment threshold (should one be put in place) and (ii) the Monthly Cap (should one be put in place). Webosaurus shall only be required to pay Fees to the Affiliate in respect of any month during the term if the Fees owed exceed the de minimis threshold. The maximum amount of Fees to be paid in any given month by Webosaurus shall be the amount of the Monthly Cap.
  5. TAXES
    • The Affiliate will be responsible for all taxes, costs and duties applying to the Fees, except for VAT.
    • If the VAT status of the Affiliate changes it shall notify Webosaurus immediately.
    • The Affiliate agrees that it shall indemnify Webosaurus for any costs, losses, fines or irrecoverable tax payments which would otherwise be recoverable arising as a result of the Affiliate’s breach of Clause 6.(2).
  6. INTELLECTUAL PROPERTY
    • The Affiliate acknowledges and agrees that Webosaurus retains all rights, title and interest, including without limitation all Intellectual Property Rights, in and to the Webosaurus Site, the Webosaurus brand, the Webosaurus logo and any other Webosaurus Intellectual Property (including the Webosaurus Material).
    • Webosaurus hereby grants to the Affiliate a non-exclusive licence for the duration of this Agreement only, to use any Webosaurus Material provided by Webosaurus from time to time, strictly for the purpose set out in, and solely in accordance with the terms and conditions of, this Agreement. No other rights or interests in the Webosaurus Material or Webosaurus Intellectual Property are granted to the Affiliate, and all such rights and interests are expressly reserved to Webosaurus.
  7. LIABILITY
    • Webosaurus shall not be liable to the Affiliate or any other person or entity for any punitive, special, indirect, consequential, incidental or other similar damages, costs or losses arising out of this Agreement, even if Webosaurus has been advised of the possibility of such damages, costs, or losses. Webosaurus shall not be liable in respect of any loss of profits, revenue, opportunity, contracts, goodwill or reputation, or any loss of or damage to data.
    • The liability of Webosaurus arising from or in relation to this Agreement shall not exceed (1) £500, or (2) an amount equal to the Fees paid under this Agreement in the month preceding the circumstances giving rise to the liability, whichever is the greater.
    • Notwithstanding any other term of this Agreement, nothing in this Agreement shall have the effect of limiting or excluding either party’s liability for death or personal injury, fraudulent misrepresentation, or any other liability which may not be limited by law.
  8. TERMINATION
    • Either party may terminate this Agreement by giving 30 days written notice to the other in writing (including email).
    • Webosaurus may terminate this agreement if the Affiliate :
      • commits a material breach of the Affiliate Program Guidelines set out in Annex 1 of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 5 days after being notified in writing to do so;
      • repeatedly breaches the Affiliate Program Guidelines set out in Annex 1 of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.
    • Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this agreement, with 7 days written notice, without liability to the other if:
      • (a) the other party commits a material breach of any term of this agreement; or
      • (b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
    • This Clause 9.(4) and Clauses 1, 6, 7, 8, 10, 11, 12, 13, 14, 15, 16 and 17 shall survive the termination of this Agreement.
  9. CONFIDENTIAL INFORMATION
    • Each party may use the Confidential Information of a disclosing party only for the purposes of this Agreement and, subject to the remainder of this Clause 10, must keep confidential all Confidential Information of the disclosing party.
    • Either party may disclose Confidential Information to those of its employees and agents who have a need to know the Confidential Information for the purposes of this Agreement and are subject to similar confidentiality obligations.
    • The obligations of confidentiality under this Agreement do not extend to information that:
      • was rightfully in the possession of the receiving party before the negotiations leading to this Agreement;
      • is or, after the Effective Date, becomes public knowledge (otherwise than as a result of a breach of this Agreement); or
      • is required by law or a relevant public body to be disclosed.
  1. RIGHTS OF THIRD PARTIES

Nothing in this Agreement is intended to confer any benefit on a third party within the meaning of the Contracts (Rights of Third Parties) Act 1999.

  1. NO PARTNERSHIP

Nothing in this Agreement shall constitute or be deemed to constitute a partnership or agency between the Parties. The Parties shall not have authority to bind each other.

  1. ASSIGNMENT AND SUB-LICENSING
    • The Affiliate may not assign all or any part of its rights or obligations under this Agreement except with the prior written consent of Webosaurus.
    • Webosaurus may assign all or any part of its rights or obligations under this Agreement: (a) on a disposal of all or substantially all of the assets of or shares in Webosaurus, (b) on a reorganisation of the corporate structure of Webosaurus, or (c) from or to any party in Webosaurus’s corporate group. Webosaurus may not in any other circumstances assign all or any part of its rights or obligations under this Agreement except with the prior written consent of the Affiliate, such consent not to be unreasonably withheld or delayed.
  2. SEVERABILITY

If any provision of this Agreement or any document to be entered into pursuant to or in connection with it shall be held to be illegal, invalid or unenforceable, in whole or in part, under any enactment or rule of law, such provision or part shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected.

  1. WAIVER

No failure of either party to exercise and no delay by it in exercising any right, power or privilege under this Agreement (each a “Right”) shall impair such Right or be construed as a waiver thereof, nor will any single or partial exercise of any Right preclude any other or further exercise of such Right or the exercise of any other Right. The Rights of the parties herein provided are cumulative and save as otherwise provided for in this Agreement are not exclusive of any other rights and remedies provided by law.

  1. ENTIRE AGREEMENT

This Agreement supersedes any previous written or oral agreement in relation to the matters dealt with in this Agreement and save as otherwise agreed in writing contains the whole agreement between the parties relating to the subject matter of this Agreement at the date hereof to the exclusion of any terms implied by law which may be excluded by contract. Each party agrees that it has not entered into this Agreement in reliance on any representation, warranty, undertaking or other statement, expressed or implied, oral or in writing, given or made by or on behalf of any party except insofar as contained in this Agreement. This Clause shall not apply to any statement or representation made fraudulently.

  1. LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and interpreted in accordance with the laws of England and Wales, and the parties hereby submit to the exclusive jurisdiction of the English courts.

 

Part C: Schedules

Schedule 1: DEFINITIONS AND INTERPRETATION

In this Agreement, the following expressions shall have the following meanings:

“Leads”Any qualifying Client Lead that results from a Valid Clickthrough.
“Affiliate”The party named as such on the front of this Agreement.
“Confidential Information”All information which is imparted or obtained in connection with this Agreement on, before or after the Effective Date in confidence (whether in writing, verbally or by other means and whether directly or indirectly) or which is of a confidential nature.
“Effective Date”The date stated on the front of this Agreement.
“Fees”The fees the Affiliate is entitled to pursuant to Clause 5 of this Agreement and as further described in Schedule 2 (Fees).
“Client”A user of the Webosaurus Site, looking for a Professional, who posts a Job on the Webosaurus Site.
“Affiliate Links”As agreed in advance by Webosaurus, any (i) links (ii) iframes (including links and iframes embedded within Webosaurus Material) and (iii) API tools which direct details of jobs posted by way of an application program interface; which are hosted or displayed by or on behalf of the Affiliate (including without limitation on any Affiliate Site, email or on any other digital medium), to the Webosaurus Site.
“Affiliate Sites”Any website(s) on which Affiliate Links to the Webosaurus Site are hosted or displayed by or on behalf of the Affiliate.
“RP Site”The Webosaurus website at: https://www. Webosaurus.co.uk, or a particular page on Webosaurus’s website, as updated or amended by Webosaurus from time to time.
“Intellectual Property Rights”All patents, trade marks, service marks, trade names and business names, domain names, rights in designs, copyrights, database rights, confidential information, trade secrets and know-how, all rights of whatsoever nature in computer software and data, privacy rights and other intellectual or industrial property rights, in each case whether or not registered, and all rights or forms of protection having equivalent or similar effect anywhere in the world.
“Job”Means any request for work by a Client posted on the Webosaurus Site.
LawsAny law, statute, bye-law, regulation, order, regulatory policy, guidance, advertising standard, industry code, rule of court or directive, requirement, or any notice of any regulatory body.
“Client Lead” Is a Client in respect of which all the following conditions apply:

(1) the Client became a Client after having been directed (or his job details directed) to the Webosaurus Site by means of an Affiliate Link;

(2) the Client has provided Webosaurus or Webosaurus has been provided with all the following details through Webosaurus’s online registration process:

(a)             Client contact name;

(b)             Client UK phone number;

(c)             Client email address;

(d)             Client UK postcode;

(e)             relevant ” Webosaurus ” category;

(f)              budget for a Job; and

(g)             a minimum of 150 characters (50 characters for portable job forms) of relevant description for the Job;

(3) Each Job posted must not already have been posted on the Webosaurus Site and must receive at least one quote from a Professional within 30 days of the initial post;

(4) The Client must have been referred by the Affiliate in full compliance with the terms and conditions of this Agreement; and

(5) The Client must be a genuine Client seeking to be connected with one or more Professionals for purposes of carrying out the Job(s) posted by the Client.

“Referred User”Any natural person who (a) voluntarily and knowingly, without coercion or deception from the Affiliate or third-party compensation, visits the Webosaurus Site or whose job details are directed to the Webosaurus Site by means of a Valid Clickthrough; and (b) who is and remains successfully recorded by Webosaurus’s Tracking Software.
Webosaurus Material” Has the meaning given in clause 3.1.1 below
“Tracking Software”The tracking software used by Webosaurus to track Referred Users as updated or replaced from time to time.
“Professional”A person who responds to a Job post on the RP Site with a quote.
A person who responds to a Job post on the Webosaurus Site with a quote.
“Valid Click”

 

A voluntary and knowing click through by a Referred User on any Affiliate Link, which directs the user to the Webosaurus Site or which directs details of jobs posted to the Webosaurus Site by way of a link, iframe or application program interface.
 

Part D: Annex 1 – Affiliate Program Guidelines

 

  • Prohibited Sites
  • Promotion Restrictions
  • PPC within Brand Bidding
  • Affiliate Linking
  • Brand Protection

 

1) Prohibited Sites

 

Sites that promote illegal activities shall not qualify as an Affiliate. By signing this agreement, you are stating that your site does not directly promote or endorse these activities:

  1. Promotes sexually explicit materials
  2. Promotes violence
  3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
  4. Promotes illegal activities
  5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
  6. Includes “Webosaurus” or variations or misspellings thereof in its domain name
  7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
  8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
  9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Webosaurus.

We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Webosaurus Affiliate Program.

2) Promotion Restrictions

 

You are free to promote your own web sites, but naturally any promotion that mentions Webosaurus could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Webosaurus. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Webosaurus so long as the recipient is already a customer or subscriber of your services, or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Webosaurus so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Webosaurus. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Webosaurus Affiliate’s Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

 

3) PPC within Brand Bidding

 

Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Webosaurus, Webosaurus.co.uk, www.Webosaurus.co.uk, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Webosaurus’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behaviour.

 

4) Affiliate Linking

 

Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Rated People’s site (i.e., no page from our site or any Webosaurus content or branding is visible on the end-user’s screen). As used herein a “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, Yahoo and similar search or directory engines); (c) set commission tracking cookies through loading of Webosaurus’s site in IFrames, hidden links and automatic pop ups that open Webosaurus’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

Webosaurus reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

5) Brand Protection (Copyright)

We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through Affiliate links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Webosaurus’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Webosaurus and the good will associated therewith will inure to the sole benefit of Webosaurus.

Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

The maintenance and the updating of your site will be your responsibility. We may monitor your site, as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.