Memrise Limited (Memrise) Affiliate Program
Terms and Conditions
These Terms and Conditions (the Terms) constitute the Agreement between Memrise and the Affiliate (as such term is defined below) and shall govern the Affiliate's participation in the Memrise Affiliate Programme.
The following definitions apply to these Terms:
means an individual or entity participating in the Memrise Affiliate Programme;
any website where the Affiliate has placed Links;
means Awin Limited (company registered no 04010229) whose registered address is at 5th Floor 2 Thomas More Square, London, E1W 1YN;
means the monies accrued by the Affiliate through their participation in the Memrise Affiliate Program in accordance with Clause 15.1;
the hyperlink references (whether text, button, banner or any other format) from an Affiliate Website to Memrise’s Website;
means Memrise Limited (company registered no 07463911 whose registered office address is at 3-5 Fashion Street, London, E1 6PX;
“Memrise Affiliate Program”
means the program which allows affiliates to promote Memrise products and services in return for a Commission which is administered by Awin on behalf of Memrise;
any website owned or operated by the Memrise which sells goods or services to Visitors or endeavours to raise the Memrise’s profile;
any person or entity that clicks on a Link;
1. The Affiliate shall use the Memrise brand and logo, the online adverts, creative, imagery, display banners, pricing information and product copy (the Content) on the Affiliate Website in accordance with this Agreement.
2. The Content shall be made available by Memrise via the Awin interface on a regular basis.
3. By joining the Memrise Affiliate Programme and promoting the Memrise’s brand within the affiliate channel the Affiliate agrees to use all Content in accordance with all guidance and instructions notified to the Affiliate by Awin and/or Memrise.
4. The Affiliate shall not alter the Content provided via the Awin interface (subject to Clause 2.7 below).
5. In circumstances where an Affiliate wishes to use different content or to alter the Content in any way, the Affiliate must send the proposed copy to Memrise for approval prior to being published on the Affiliate’s Website.
6. Any costs incurred by the Affiliate in providing and maintaining the Content shall be the sole account of the Affiliate.
7. The Affiliate must only use links provided by Awin on behalf of Memrise to allow campaign tracking via Awin.
8. The Affiliate will be required to provide Awin with a list of all URLs where advertising will be used. This list must be kept up to date.
9. The Affiliate shall not send emails containing any Content without prior written approval from Memrise. Where permission is granted all third party emails must be submitted to Awin for Memrise’s prior approval.
10. All Content used by the Affiliate on the Affiliate Website or (where permission has been granted in writing by Awin on behalf of Memrise) in third party emails must be in relation to the current Memrise offer or promotion and any changes should be implemented by the Affiliate prior to the offer start date as notified to the Affiliate by Awin and/or Memrise. It is also the Affiliate’s responsibility to ensure that any listed prices/discounts/offers/content and creative is updated within one (1) day from the date the changes have been communicated to the Affiliate by Awin and/or Memrise or by the offer end date as notified by Awin to you (whichever is the earliest).
3. Cookie Storage
1. Cookies used as part of the de-duplication process shall be stored for thirty (30) days only.
4. Disputed Transactions
1. Memrise will only investigate disputed transactions if Memrise is notified by the Affiliate within seventy-five (75) days of the date of the disputed transaction.
2. All transactions must be submitted by the Affiliate to Awin within six (6) months of the transaction date. Thereafter no Commission shall be payable to the Affiliate by Memrise.
5. Compliance with Laws
1. The Affiliate shall at all times comply with all applicable laws, statutes, regulations and codes from time to time in force, in particular, but not limited to, those rules, codes and laws governing false and misleading advertising.
6. Unsuitable content
1. The Affiliate agrees not to provide, promote, distribute, place or otherwise publish any content which is libellous, defamatory, obscene, pornographic, abusive, or otherwise objectionable, fraudulent or violates any law.
2. The Affiliate shall not place Links on any sites which contain, promote or sell:
a) adult/pornographic material;
b) products related to weapons or ammunition;
c) illegal content or activity ((including but not limited to warez, cracking, ROM or emulator sites, or hacking);
d) extreme political views, bigotry or hatred; or
e) any other content which could reasonably be expected to negatively impact the Memrise brand via association.
3. The Affiliate remains solely responsible for the content of its website.
1. The Content and Memrise Website is owned by Memrise and is protected by the law relating to trademark and copyright.
2. Memrise is or has the rights to use the Memrise brand and hereby grants the Affiliate a revocable, non-transferable, royalty free, license to display and link to the Memrise Website and all trademarks, service marks, trade names, and/or copyrighted material ("Content") from the Affiliate Website and/or subscription e-mail for the limited purposes of promoting the Memrise Affiliate Program and subject to the Terms of this Agreement.
3. The foregoing rights are not sub-licensable by the Affiliate.
4. The license is conditional upon the Affiliate:
a) not otherwise copying nor modifying, in any way, any icons, buttons, banners, graphics files or Content that is made available to the Affiliate; and
b) not removing or altering any copyright or trademark notices.
5. Affiliates must not directly or indirectly bid on the Word Mark ' Memrise ' or derivatives or confusingly similar words.
8. PPC Brand Bidding
1. Affiliates may not bid/appear on Memrise trademarks, misspellings, variations of Memrise’s trademarks on all internet search engines in paid search positions unless the Affiliate is invited to join a closed brand bidding group. Any unauthorised Affiliate found contravening this clause 8.1 will be removed from the Memrise Affiliate Programme and all associated Commission shall be void.
1. Affiliates must act ethically and reasonably in their participation in the Memrise Affiliate Program and their provision of Visitors to Memrise’s Website. Affiliates must not do anything (or cause or permit anything to occur) which will cause Memrise to pay Commission to an Affiliate on sales made by the Memrise which the Affiliate did not procure legitimately.
10. Auditing and Compliance
1. If Memrise discovers an Affiliate is not displaying the correct Content, imagery or offering, the Agreement shall be terminated immediately and any pending sales that the Affiliate is awaiting payment for shall be rejected.
2. Affiliates that are removed shall not be allowed to reappear on the Memrise Affiliate Program without explicit authorisation from Memrise.
3. Memrise in association with Awin will monitor the Affiliate’s pages to identify any breaches to the above terms and conditions.
11. Memrise Affiliate Programme Termination
1. Memrise may terminate the Agreement immediately for convenience. In the circumstance where the Affiliate is given notice to leave the program, the Affiliate may not rejoin.
2. The Affiliate may terminate this Agreement upon one (1) month’s prior written notice.
3. Upon termination of this Agreement the Affiliate must cease to use the Content immediately and delete all Links to the Affiliate Website. The Affiliate shall not be entitled to receive any Commission on any sales made after the termination date.
1. The Affiliate will receive Commission for each Genuine New Sale, based on current commission rates as notified by Awin to you. Payment of Commission shall be withheld if:
a) The customer cancels the subscription within the 14 day cooling off period or payment by the customer fails;
b) The Affiliate deviates from the terms of this Agreement; and/or
c) The sale of a subscription is found to be fraudulent as the result of the Affiliate and/or a customer (e.g. where a stolen credit card has been used).
2. The amount payable will be recorded by Awin and verified by Memrise.
3. Memrise may from time to time vary the payment structure. Affiliates will be given a minimum of 5 working days notice for commission decreases and one (1) working day notice for commission increases and be informed via email from Awin.
13. Representations and Warranties
1. The Affiliate represents and warrants that:
a) it has the authority to enter into this Agreement;
b) the Affiliate Website is in compliance with all applicable laws, rules and regulations;
c) any information displayed on the Affiliate Website regarding Memrise is correct and not misleading.
1. The Affiliate indemnifies Memrise both during the term of this Agreement and following termination of this Agreement from any losses, claims, liabilities, fines, penalties, interest and expenses arising from any breach of this Agreement. The Affiliate shall also compensate Memrise for any other damages or costs caused by the Affiliate's improper, negligent or unauthorised use of the Memrise Affiliate Program and technical problems or loss of data caused by the Affiliate’s Website
15. No Partnership or Agency
1. Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
2. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Memrise reserves the right to amend and update these Terms at any time giving notice of when changed terms are posted on the Awin Website.