Ayoa

Open Genius Limited (Ayoa) Affiliate Program 

Terms and Conditions

These Terms and Conditions (the Terms) constitute the Agreement between Ayoa and the Affiliate (as such term is defined below) and shall govern the Affiliate's participation in the Ayoa Affiliate Programme.

1. Definitions

The following definitions apply to these Terms:

2. General

1. The Affiliate shall use the Ayoa 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 Ayoa via the Awin interface on a regular basis.

3. By joining the Ayoa Affiliate Programme and promoting the Ayoa’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 Ayoa.

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 Ayoa 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 Ayoa 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 Ayoa. Where permission is granted all third party emails must be submitted to Awin for Ayoa’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 Ayoa) in third party emails must be in relation to the current Ayoa 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 Ayoa. It is also the Affiliate’s responsibility to ensure that any listed prices/discounts/offers/content and creative is updated within three (3) days from the date the changes have been communicated to the Affiliate by Awin and/or Ayoa or by the offer end date as notified by Awin to you (whichever is the earliest).

11. The affiliate is solely responsible for ensuring all content produced and/or used by any publisher, or sub-affiliate, working on their behalf, satisfies all aspects of this agreement. 

3. Cookie Storage

1. Cookies used as part of the de-duplication process shall be stored for thirty (60) days only.

4. Disputed Transactions

1. Ayoa will only investigate disputed transactions if Ayoa 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 three (3) months of the transaction date. Thereafter no Commission shall be payable to the Affiliate by Ayoa.

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 Ayoa brand via association.  

3. The Affiliate remains solely responsible for the content of its website.

7. Licence

1. The Content and Ayoa Website is owned by Ayoa and is protected by the law relating to trademark and copyright.

2. Ayoa is or has the rights to use the Ayoa brand and hereby grants the Affiliate a revocable, non-transferable, royalty free, license to display and link to the Ayoa 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 Ayoa 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 ' Ayoa ' or derivatives or confusingly similar words.

8. PPC Brand Bidding

1. Affiliates may not bid/appear on Ayoa trademarks, misspellings, variations of Ayoa’s trademarks on all internet search engines in paid search positions. This includes any use of the word “Ayoa”. Any unauthorised Affiliate found contravening this clause 8.1 will be removed from the Ayoa Affiliate Programme and all associated Commission shall be void.

9. Fraud

1. Affiliates must act ethically and reasonably in their participation in the Ayoa Affiliate Program and their provision of Visitors to Ayoa’s Website. Affiliates must not do anything (or cause or permit anything to occur) which will cause Ayoa to pay Commission to an Affiliate on sales made by the Ayoa which the Affiliate did not procure legitimately. If such an instance is identifed all associated Commission shall be void, and the Affiliate may be removed from the Ayoa Affiliate Programme.

2. Affiliates found displaying offers, or codes, other than those agreed with the Ayoa team, or available through AWIN, will be removed from the Ayoa Affiliate Programme and all associated Commission shall be void.

10. Auditing and Compliance

1. If Ayoa 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 Ayoa Affiliate Program without explicit authorisation from Ayoa.

3. Ayoa in association with Awin will monitor the Affiliate’s pages to identify any breaches to the above terms and conditions.

11. Ayoa Affiliate Programme Termination

1. Ayoa 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 on the Affiliate Website. 

4. The Affiliate shall not be entitled to receive any Commission on any sales made after the termination date; including both new customers and renewal payments. Outstanding commission accrued prior to the date of termination will be paid in accordance with section 12 of these terms. 

12. Payment

 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. Subscriptions may be sold on either an annual or monthly basis. In both cases the Affiliate will receive Commission for each Genuine Renewal Payment, 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).

3. The amount payable will be recorded by Awin and verified by Ayoa.

4. Ayoa 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.

5. Alternate commission structures may be agreed outside of these terms and conditions. Such an agreement would function as an addition to this agreement, not a replacement. 

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 Ayoa is correct and not misleading.

14. Indemnities

1. The Affiliate indemnifies Ayoa 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 Ayoa for any other damages or costs caused by the Affiliate's improper, negligent or unauthorised use of the Ayoa 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.

16. Confidentiality

1. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated or otherwise identified as "confidential" (collectively, "Confidential Information").

2. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a nonconfidential basis from a third party; or (d) independently developed by the receiving Party. 

3. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder.

4. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with Applicable Law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings.

5. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. 

6. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under Applicable Law), such obligations of nondisclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under Applicable Law.

17. Force Majeure

1.  Ayoa will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by an Event Outside Our Control. An Event Outside Our Control is defined below in condition 16.2.

2. An Event Outside Ayoa’s Control means any act or event beyond our reasonable control, including without limitation failure of public or private telecommunications and internet networks.

3. If an Event Outside Our Control takes place that affects the performance of our obligations under this Licence:

(a) our obligations under this Licence will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and

(b) we will use our reasonable endeavours to find a solution by which our obligations under this Licence may be performed despite the Event Outside Our Control.

Ayoa reserves the right to amend and update these Terms at any time giving notice of when changed terms are posted on the Awin Website. This agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English and Welsh law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.