Affiliate Agreement

Intelligent Atlas S.L. inAtlas Affiliate Terms & Conditions These terms and conditions set out the rights and obligations which will form the legal agreement (“this Agreement”) between you (“Affiliate”) and Intelligent Atlas S.L. whose registered office is (“INATLAS”). Upon validation and acceptance by INATLAS of the Affiliate’s application to join the INATLAS Affiliate Program (as defined below), INATLAS will communicate its acceptance of the Affiliate’s application to the Affiliate at which time this Agreement will take effect immediately. Definitions In this Agreement the following terms have the following meanings: “INATLAS Affiliate Program” the Affiliate scheme arranged and operated by INATLAS and managed via The Reseller networks http://www.the-reseller-network.com (“RN”); “INATLAS Information Page” the information page located on RN sets out the amount of the Affiliate Commission and other commercial terms of the INATLAS Affiliate Program; “INATLAS Link” a hypertext link incorporating the Tracking Code and any INATLAS Mark or Marks which allows Visitors to move directly from the Affiliate Website to the INATLAS Website in the format set out within INATLAS Affiliate page (http://www.inatlas.com/en/affiliates) as well as within INATLAS Information page once INATLAS approves the request to become an INATLAS Affiliate.; “INATLAS Marks” the trade marks, logos, text and other Intellectual Property Rights licensed to the Affiliate by INATLAS for the purpose and duration of this Agreement; “INATLAS Website” the internet website owned and operated by INATLAS being located at www.inAtlas.com or such other address as INATLAS may from time to time inform the Affiliate of and where Visitors may carry out Sales; “Chargeback” the cancellation of Commission due to the Affiliate (if not already paid) or payment to INATLAS of a sum equal to Your Commission paid in respect of a Transaction in any circumstances specified by INATLAS at its sole discretion, including in the case of returned items, cancellations, fraud or suspected fraud on the part of either the affiliate or a Visitor; “Commencement Date” the date on which INATLASinforms the Affiliate that the Affiliate’s application to join INATLAS’s Affiliate scheme via RN has been successful; “Confidential Information” all information or data (whether oral, visual, recorded in writing, in any other medium or by any other method) disclosed to or obtained by one Party from the other or from a third party, including without limitation any information relating to a Party’s operations, processes, plans, intentions, price lists, pricing structures, Intellectual Property Rights, market opportunities, customers and business affairs; “Control” the power of a person or group of persons acting together, to secure: i) by means of the holding of shares or the possession of voting power in or in relation to that or any other company; and ii) by virtue of any powers conferred by the articles of association or other document regulating that or any other body corporate; that the affairs of the first body corporate are conducted in accordance with the wishes of that person; “RN” The Reseller Network, a global B2B trade network for Merchants and Resellers, which INATLAS uses to manage the Affiliate Agreements between INATLAS and Affiliates “Intellectual Property Rights” all copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including (without limitation) patents, trademarks, service marks, trade names, design rights, database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world; “Party” a party to this Agreement; “Publisher Agreement” the agreement between the Affiliate and INATLAS relating to pay-for-sales marketing programs; “Sale” a purchase made by a Visitor on the INATLAS Website; “Service Website” the website maintained by INATLAS at http://www.inatlas.com/en/affiliates. “Tracking Code” the tracking code used by INATLAS to track and monitor various internet usage patterns including without limitation the Affiliate’s performance in referring internet Visitors from Your Website to the INATLAS Website and recording which of those referrals result in sales of goods or services from the INATLAS Website; “Transaction” a Sale on the INATLAS Website; “Visitor” a person who uses the INATLAS Link created pursuant to this Agreement to be transferred from the Affiliate’s Website or a subscription e-mail sent by the Affiliate to the INATLAS Website; “Affiliate Commission” or “Commission” the compensation the Affiliate may earn on Transactions; “Affiliate Webpage” the internet webpage(s) owned or operated by the Affiliate; “Qualifying Link” is a link from Affiliate website to INATLAS website using one of the Required URLs or any other URL provided by INATLAS for use in RN and INATLAS if it is the last link to INATLAS website that the Visitor uses during a Session where a sale of a product or a service to Visitor occurs. 1. Offers and Engagements. 1.1. From time to time, INATLAS may post on RNoffers to pay to other participants a specified commission in return for certain advertising services leading to a Qualifying Link. If such offers receive an identification number from RN or INATLAS they shall be deemed to be an “Offer” for purposes of this Agreement. The term “Offer” shall also include any counter-offers resulting from an Offer. 1.2. If an Offer made by one party is accepted by the other party in accordance with the Offer’s terms via RN or INATLAS website, an “Engagement” will have been formed. Each Engagement shall have the same identification number as the original Offer that lead to the Engagement and shall be governed by the terms and conditions of this Agreement. However, in the event of any inconsistency between the terms of the specific Engagement and the terms of this Agreement, the terms of the Engagement shall govern. 1.3. At any time prior to Affiliate providing a Qualifying Link, INATLAS may with or without notice: (a) change, suspend or discontinue any aspect of an Offer or an Engagement or (b) remove, alter, or modify any graphic or banner ad submitted by INATLAS for an Offer or an Engagement. Affiliate agrees to promptly implement any request from INATLAS to remove, alter or modify any graphic or banner ad submitted by INATLAS that is being used byAffiliate as part of an Engagement. 2. Interpretation 2.1 In this Agreement unless the context requires otherwise: 2.1.1 references to a Clause are to a clause of this Agreement; 2.1.2 references to this Agreement are to this Agreement as amended from time to time in accordance with the notice provision in Clauses 18 & 20.1; 2.1.3 the singular includes the plural and vice versa; references to any gender include every gender; and references to persons include corporations, partnerships and other unincorporated associations or bodies of persons; 2.1.4 all headings are for convenience, have no legal effect and should be ignored when interpreting this Agreement; 2.1.5 the words “other”, “including” and “in particular” do not limit the generality of any preceding words; 2.1.6 a reference to any provision of any enactment will be construed as a reference to that provision or enactment as amended, re-enacted or extended at the relevant time; and 2.1.7 unless the contrary appears any right or power conferred by this Agreement may be exercised and any duty or obligation imposed by this Agreement is to be performed, from time to time, as occasion requires. 3. General 3.1 Subject to the terms of this Agreement, the Affiliate agrees to promote specific products, services and solutions of INATLAS via legal marketing and advertising means that includes using images AND/or Text Link(s) on Affiliates website, newsletter, promotional emails or social media pages and INATLAS agrees to pay the Affiliate commissions. 3.2 The terms of the INATLAS Information Page are expressly incorporated into this Agreement. In the event of any conflict between the terms of this Agreement, Publisher Agreement and the INATLAS Information Page, the terms of this Agreement shall prevail. 4. Commencement 4.1 This Agreement shall commence on the Commencement Date and shall continue until terminated by INATLAS upon five (5) days written notice to the Affiliate through the user interface within the RN member’s area, or by the Affiliate giving written notice through the user interface within the RN members’ area. 5. Your Use of the INATLAS Link 5.1 Subject to the licence granted to the Affiliate under Clause 5.2 below, INATLAS reserves all of its right, title and interest in its Intellectual Property Rights in the INATLAS Link and the INATLAS Website. 5.2 INATLAS grants to the Affiliate during the currency of this Agreement a non-exclusive, royalty-free, world-wide licence to use, reproduce and display the INATLAS Link solely for the purposes envisaged by this Agreement. Any other use of the INATLAS Link by the Affiliate or to link in any other way to the INATLAS Website not set out in the preceding sentence of this Clause 5.2 is expressly excluded. 5.3 The Affiliate shall only use INATLAS Links obtained through the RN user interface within the Service Website members’ area (which is available via a link from the INATLAS Information Page), or directly through INATLAS, to link to the INATLAS Website. 5.4 The Affiliate shall use the INATLAS Link and shall, except with the prior written consent of INATLAS, have no right to display the INATLAS Link other than in the format obtained by the Affiliate from INATLAS through RN or directly through INATLAS. 5.5 INATLAS may in its sole discretion, from time to time, change the appearance or style of the INATLAS Link and such INATLAS Link shall be dynamically modified by INATLAS via RN, or shall make available on RN to the Affiliate an amended INATLAS Link in the RN user interface within the Service Website members’ area at the INATLAS Information Page. The Affiliate agrees to only use the most up to date version of the INATLAS Link for the purposes set out in this Agreement and shall remove any INATLAS Link as instructed by INATLAS via RN from time to time that is no longer current. 5.6 The Affiliate acknowledges that the Intellectual Property Rights of INATLAS (including without limitation the INATLAS Link and INATLAS Marks) are and shall remain the sole and exclusive property of INATLAS. Any goodwill associated with any such rights shall inure exclusively for the benefit of INATLAS. 5.7 The Affiliate agrees not to use the INATLAS Link in a manner that disparages INATLAS, or its products or services, or portrays INATLAS and/or its products or services in a false light. The Affiliate will comply with INATLAS’s requests as to the use of the INATLAS Link or Intellectual Property Rights and will not knowingly take any action that diminishes the value thereof. 5.8 The Affiliate agrees not to reproduce or store all or any part of the INATLAS Website in any form on the Affiliate’s Website or on any other website or other electronic retrieval system. 6. Affiliate Warranties 6.1 The Affiliate represents and warrants to INATLAS that: 6.1.1 The Affiliate shall not register, lodge or supply with or to any internet search engine or like service the terms “inAtlas”, “inAtlas.com”, “in-Atlas.com”, “inatlas.es”, “inatlas.eu”, “www.inAtlas”, “www.inAtlas-com”, “”inAtlas.org”, or any other phrase which could be confused intentionally or otherwise, with the word “INATLAS” including any possible TYPOS of inAtlas unless otherwise agreed in writing by INATLAS; 6.1. 2 The Affiliate shall not register, lodge or supply with or to any internet search engine or like service the terms or phrases which could be confused intentionally or otherwise, with any partners listed on INATLAS’S Partners page (http://www.inatlas.com/Partners) unless otherwise agreed in writing by INATLAS; 6.1.3 The Affiliate shall not use any form of incentive for Visitors to click on the INATLAS Link without the prior written agreement of INATLAS; 6.1.4 The Affiliate shall not use an internet search engine or like service to provide links directly to the INATLAS Website; 6.1.5 If the Affiliate uses an internet search engine or alike service to provide links to the Affiliate’s Website, the Affiliate shall not register, lodge or supply with or to any such internet search engine or like service any terms which infringe the Intellectual Property Rights of any third party or any terms which are associated with or are the name or logo of INATLAS’s direct or indirect competitors and suppliers and the Affiliate shall fully indemnify and keep INATLAS fully indemnified against all loss, damages, claims, demands, actions, costs, charges, expenses and liabilities of whatsoever nature which INATLAS may suffer or incur as a result of breach of this warranty; 6.1.6 The Affiliate shall ensure that no other web pages, links or other pop-up boxes appear on a Visitor’s screen when INATLAS’s Link is used and that the only web page that appears on the Visitor’s screen following the use of the INATLAS Link is the INATLAS URL link that has been provided to the Affiliate; 6.1.7 The Affiliate shall not participate as an Affiliate on behalf of INATLAS or enter into a similar arrangement on INATLAS’s behalf other than as provided under this Agreement; 6.1.8 The Affiliate will do nothing that would detrimentally affect INATLAS or INATLAS’s name and/or reputation and shall fully indemnify and keep INATLAS fully indemnified against all loss, damages, claims, demands, actions, costs, charges, expenses and liabilities of whatsoever nature which INATLAS may suffer or incur as a result of breach of this warranty or any illegal act committed by Affiliate or any dispute with any third party that Affiliate uses or partners with for the purpose of acquiring Transactions; 6.1.9 The Affiliate will comply in all respects with any obligations the affiliate may have under the Data Protection Act 1998 and the Privacy and Electronic Communications (EC Directive) Regulations 2003; 6.1.10 Affiliate’s Website: 6.1.10.1 will comply with all applicable laws and regulations; 6.1.10.2 will not infringe any Intellectual Property Rights of a third party; 6.1.10.3 will not libel, defame, cause injury to, invade the privacy of or otherwise infringe or violate the rights of any person or third party; 6.1.10.4 will not contain any defamatory, pornographic or unlawful content; or 6.1.10.5 will not link directly to any material which is in breach of the provisions of this Agreement. 7. INATLAS’s Obligations 7.1 INATLAS shall, through use of RN services, keep detailed and up to date records of all Sales to guarantee the regular and accurate Affiliates Commissions payments. 8. Affiliate’s Indemnity 8.1 The Affiliate undertakes that it will fully indemnify INATLAS and keep INATLAS fully indemnified against all loss, damages, claims, demands, actions, costs, charges, expenses and liabilities of whatsoever nature which INATLAS may suffer or incur as a result of the breach or negligent performance or failure in performance by the Affiliate of the terms of this Agreement. 8.2. Affiliate hereby agree to indemnify, defend, and hold harmless INATLAS from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to any Offer, Engagement, any other matter related to this Agreement or the subject matter hereof any dispute relating thereto. 9. Affiliate Commission 9.1 Payment of the Affiliate’s Commission shall be made in accordance with the terms and conditions of INATLAS’s Affiliates agreement. 9.2 INATLAS’s obligation to pay Affiliate Commission shall be accepted by the Affiliate as a full and final settlement of any and all sums payable by INATLAS under this Agreement. 9.3 The Affiliate agrees that INATLAS may require a Chargeback in any circumstances specified by INATLAS at its sole discretion provided that the Chargeback is notified to the Affiliate within 30 days of the date that INATLAS validates the Transaction as leading to a processed Transaction. If a Chargeback is required by INATLAS and payment of Affiliate Commission in connection with that Chargeback has already been made, such sum may be deducted from the Affiliate’s Commission due for the following month. If at the end of any month the amount owing to INATLAS is greater than that owed by INATLAS to the Affiliate, INATLAS reserves the right to request a refund from the Affiliate. 9.4. All determinations of Qualifying Links and whether a commission is payable will be made by INATLAS and will be final and binding on both Merchant and Reseller. Prices for the products will be set solely by Merchant in its discretion. 10. Termination and Effect of Termination 10.1 Notwithstanding the provision of Clause 4.1 above INATLAS may terminate this Agreement forthwith by giving written notice to the Affiliate if : 10.1.1 the Affiliate commits a material breach of this Agreement (other than a breach of Clause 6), which is capable of remedy, and fail to remedy the breach within 14 days of written notice to do so; 10.1.2 the Affiliate commits a material breach of this Agreement which cannot be remedied; 10.1.3 the Affiliate is in breach of this Agreement three or more times; 10.1.4 the Affiliate is in breach of any of the warranties set out in Clause 6; 10.1.5 the Affiliate is the subject of a bankruptcy order, or become insolvent, or make any arrangement or composition with or assignment for the benefit of the Affiliate’s creditors, or if the Affiliate goes into either voluntary (otherwise than for reconstruction or amalgamation) or compulsory liquidation, or a receiver or administrator is appointed over the Affiliate’s assets; or 10.1.6 the Affiliate undergoes a change in Control. 10.2 On termination: 10.2.1 all licences granted by INATLAS to the Affiliate under this Agreement will immediately terminate; 10.2.2 The Affiliate shall immediately remove the INATLAS Link from the Affiliate’s website; and 10.2.3 INATLAS shall have no obligation to pay the Affiliate any Commission which is accrued but unpaid as at the date of termination if this Agreement is terminated under Clauses 10.1.1, 10.1.2, 10.1.3, 10.2.4 or 10.1.5. 10.2.5 . Either party may terminate any Engagement at any time by deleting their acceptance of the Engagement through RN or directly between INATLAS and the Affiliate. Termination of an Engagement shall not terminate this Agreement or any other Engagement. 11. Confidentiality 11.1 The Parties will at all times keep confidential all Confidential Information acquired in consequence of this Agreement, except for information which they are bound to disclose by law or where information requested by regulatory agencies or information given to their professional advisers where reasonably necessary for the performance of their professional services. The provisions of this Clause 11.1 shall survive termination of this Agreement. 12. Remedies 12.1 The remedies available to either Party under this Agreement shall be without prejudice to any other rights, either at common law or under statute, which it may have against the other Party. 13. Costs 13.1 The Parties will bear all their own costs and expenses incurred in connection with this Agreement. 14. Relationship of the Parties 14.1 INATLAS and the Affiliate are independent Parties and not the agent, representative or partner of the other Party. 15. Waiver 15.1 The failure of either Party to enforce or to exercise, at any time or for a period of time, any term of or any right arising pursuant to this Agreement does not constitute and shall not be construed as a waiver of such terms or right and shall in no way affect that Party’s right later to enforce or exercise it. 16. Severability 16.1 The invalidity or unenforceability of any term of, or any right arising pursuant to, this Agreement shall not in any way affect the remaining terms or rights which shall be construed as if such invalid or unenforceable term or right did not exist. 17. Notices 17.1 Any notices served by the Parties under this Agreement may be delivered by hand or sent by first class recorded delivery post marked for the attention of the “Affiliate Manager” to the address supplied by the relevant Party to the other Party or to any other address in the World that the addressee may notify the other Party of in writing from time to time. 17.2 Notices may be sent by facsimile provided they are also delivered by hand or sent by post in accordance with Clause 17.1 above. Notice is not validly served if sent by e-mail. 18. Assignment 18.1 This Agreement is personal to the Affiliate and may not be assigned, transferred, sub-contracted or otherwise parted with this Agreement or any right or obligation under it without INATLAS’s prior written consent. 19. Force Majeure 19.1 Neither Party shall have liability to the other Party to the extent that its performance of its obligations under this Agreement is prevented or hindered due to any circumstances outside its reasonable control. 20. Variation 20.1 This Agreement (or any provision of it) may be amended upon five (5) days written notice by INATLAS to the Affiliate signed by a duly authorised representative of INATLAS. 20.2 The continued performance of the Affiliate’s obligations under this Agreement after the notice period set out in Clause 20.1 has elapsed shall be deemed to be a binding acceptance of such amendments. 21. Entire Agreement 21.1 This Agreement and the INATLAS Information Page contain all the terms which the Parties have agreed in relation to the subject matter of this Agreement. Neither of the Parties have been induced to enter into this Agreement by a statement or promise which it does not contain save that this clause shall not exclude any liability which one Party would otherwise have to the other in respect of statements made fraudulently. 22. Enforcement by Third Parties 22.1 No person who is not a Party has a right to enforce any term of this Agreement under the Contracts. 23. Law and Jurisdiction 23.1 The construction, validity and performance of this Agreement is governed by the laws of the Kingdom of Spain and the Parties accept the exclusive jurisdiction of the Spanish Courts.