Awin | Nimble Affiliate Programme

nimble cares Affiliate Terms and Conditions

Introduction

An “Affiliate” is an individual or business generating their own traffic who under these terms and conditions (“T&Cs”) be rewarded for legitimate sales of nimble cares products.

These T&Cs shall apply to the Affiliate’s participation with nimble cares on our Affiliate Window affiliate program. Each Affiliate Program offer (hereinafter referred to as the "Offer") may be for any offering by the Company or a third party (each such third party a "Client") and may link to a specific website for that Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and such terms and conditions shall be incorporated into these T&Cs.

By submitting an application or participating in an Offer, the Affiliate expressly consents to these T&Cs.

Enrolment in the Affiliate Program
1. The Affiliate must submit an Affiliate Program application via the AWIN platform. The Affiliate must accurately complete the application to become an affiliate and keep the Company informed as to any changes. The Affiliate must not duplicate any entry via a bogus name or alias.
2. After nimble cares reviews the Affiliate’s application, AWIN will notify the Affiliate of his acceptance or rejection to the Affiliate Program. We may accept or reject the Affiliate’s application at our sole discretion for any reason.

Company’s Rights and Obligations

Subject to nimble cares acceptance of the Affiliate as an affiliate and their continued compliance with these T&Cs, nimble cares agrees as follows:

Nimble cares will make available to the Affiliate via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which the Affiliate may display on web sites or social media channels owned or controlled by them, in emails sent by the Affiliate and clearly identified as coming from them and in online advertisements (collectively, "Media"). The Links will serve to identify the Affiliate as a member of the Affiliate Program and will establish a link from the Affiliate’s Media to the Program Web Site.
Nimble cares shall pay the Affiliate for each Qualified Action a variable amount based on each individual offer terms and conditions (the "Commission"). A "Qualified Action" means an individual person who (i) accesses the Program Web Site via the Link, and where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by nimble cares and (v) is not later determined by the nimble cares to be fraudulent, incomplete, unqualified or a duplicate.
Nimble cares will pay the Affiliate any Commissions earned on a monthly basis.
Nimble cares reserve the right to charge back to the Affiliate’s account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
Payment for Commissions is dependent upon the customers providing such funds to the Company, and therefore, the Affiliate agrees that nimble cares shall only be liable to the Affiliate for Commissions to the extent that they have received such funds from the customers. The Affiliate hereby releases nimble cares from any claims for Commissions if they have not received such funds from the customers.
AWIN shall automatically generate an invoice on behalf of the Affiliate for all Commissions payable under these T&Cs and shall remit payment to the Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by nimble cares in its sole discretion. If the Affiliate disputes in good faith any portion of an invoice, the Affiliate must submit that dispute to nimble cares in writing and in sufficient detail within thirty (30) days of the date on the invoice. If the Affiliate does not dispute the invoice as set forth herein, then the Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the event that the Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, the Affiliate must provide nimble cares with Affiliate's reports within three (3) days after the 30th day of the calendar month, and if the Company’s and Affiliate's reported statistics vary by more than 10% and nimble cares reasonably determines that the Affiliate has used generally accepted industry methods to track Qualified Actions, then nimble cares and the Affiliate agree to make a good faith effort to arrive at a reconciliation
If the Affiliate has an outstanding balance due to nimble cares under these T&Cs or any other agreement between the Affiliate and nimble cares, whether or not related to the Affiliate Program, the Affiliate agrees that nimble cares may offset any such amounts due to nimble cares from amounts payable to the Affiliate under these T&Cs.

Affiliate Rights and Obligations

The Affiliate agrees to:

Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, their Media.
Ensure that all materials posted on his Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that nimble cares informs the Affiliate that it considers objectionable (collectively, "Objectionable Content").
Not make any representations, warranties or other statements concerning nimble cares or any of their respective products or services, except as expressly authorised by nimble cares.
Make sure that their Media does not copy or resemble the look and feel of the Program Web Site or create the impression that his Media is endorsed by nimble cares or a part of the Program Web Site, without prior written permission from nimble cares.
Comply with all (i) obligations, requirements and restrictions under these T&Cs and (ii) laws, rules and regulations as they relate to the Affiliate’s business, Media or use of the Links.
Comply with the terms, conditions, guidelines and policies of any third-party services used by the Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and networks.
Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to nimble cares for use as intended by the Company and Clients.
Always prominently post and reference to end-users any terms and conditions in connection with the Offer set forth by nimble cares, or as required by applicable laws regarding such Offers.
Not place any nimble cares brand ads on any online auction platform.
Not “scrape” the nimble cares website or extract web data.
Not share launch dates of any nimble cares campaigns or promotions ahead of time. Doing so may result in the loss of commissions and or termination from the Affiliate Program.
Not to put the nimble cares website into frames or use masked URL’s.
Abide by current guidelines from the Internet Advertising Bureau Affiliate Marketing Council (IABAMC).

Confidentiality

Except as otherwise provided in these T&Cs or with the consent of nimble cares, the Affiliate agrees that all information, including, without limitation, the terms of these T&Cs, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of nimble cares affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by the Affiliate for any purpose other than the Affiliate’s participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than the Affiliate. The Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.

Limited Licence and Intellectual Property
1. Nimble cares grants the Affiliate a nonexclusive, non-transferable, revocable right to use the Links and to access the Company’s website through the Links solely in accordance with the terms of these T&Cs, for the sole purpose of identifying the Affiliate’s Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site.
2. The Affiliate may not alter, modify, manipulate or create derivative works of the Links or any the nimble cares graphics, creative, copy or other materials owned by, or licensed to, nimble cares in any way. The Affiliate is only entitled to use the Links to the extent that they are a member in good standing of the Affiliate Program. Nimble cares may revoke the Affiliate’s license anytime by giving him written notice. Except as expressly stated nothing in these T&Cs is intended to grant the Affiliate any rights to any of nimble cares trademarks, service marks, copyrights, patents or trade secrets. The Affiliate agrees that nimble cares may use any suggestion, comment or recommendation the Affiliate chooses to provide to nimble cares without compensation. All rights not expressly granted in these T&Cs are reserved by nimble cares.

Termination
1. These T&Cs shall commence on the date of nimble cares approval of the Affiliate Program application and shall continue thereafter until terminated as set out below.
2. The Affiliate may terminate his participation in the Affiliate Program at any time by removing all Links from his Media and deleting all copies of the Links.
3. Nimble cares may terminate the Affiliate’s participation in one or more Offers or these T&Cs at any time and for any reason which nimble cares deems appropriate with or without prior notice to the Affiliate by disabling the Links or providing the Affiliate with a written notice. Upon termination of the Affiliate’s participation in one or more Offers or these T&Cs for any reason, the Affiliate will immediately cease all use of and delete all Links, plus all nimble cares intellectual property, and will not continue to represent themselves as nimble cares affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.

Remedies
In addition to any other rights and remedies available to nimble cares under these T&Cs, nimble cares reserves the right to delete any actions submitted through the Affiliate’s Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to the Affiliate’s account if (i) nimble cares determines that the Affiliate has breached these T&Cs, (ii) nimble cares receives any complaints about the Affiliate’s participation in the Affiliate Program which nimble cares reasonably believes to breach these T&Cs or (iii) any Qualified Action is later determined to have not met the requirements set forth in these T&Cs or on the Affiliate Program.
Anti-spam policy
The Affiliate must strictly comply with all applicable laws and regulations. All emails sent in connection with the Affiliate Program must include the appropriate parties opt-out link. From time to time, nimble cares may request prior to the Affiliate sending emails containing linking or referencing to the Affiliate Program that the Affiliate submits the final version of his email to nimble cares for approval by sending it to the Company representative and upon receiving written approval from nimble cares of the Affiliate’s email, then the email may be transmitted to third parties.

Fraud
The Affiliate is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed the Affiliate’s permitted access to the Affiliate Program. Such acts include, but are not limited to, using automated means to increase the number of clicks through the Links or completion of any required information, use of spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Nimble cares shall make all determinations about fraudulent activity in its sole discretion.

Mutual Indemnification
The Affiliate agrees to indemnify, defend and hold harmless nimble cares and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal' fees and costs) based on (i) any failure or breach of these T&Cs, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by the Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or nimble cares intellectual property, or (iii) any claim related to the Affiliate’s Media, including but not limited to, the content contained on such Media (except for the Links).
Nimble cares agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees and costs) based on a claim that nimble cares is not authorised to provide the Affiliate with the Links.

Disclaimers
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, NIMBLE CARES EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. NIMBLE CARES DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. NIMBLE CARES EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. NIMBLE CARES DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

Limitations of Liability
IN NO EVENT SHALL NIMBLE CARES BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF NIMBLE CARES. IN NO EVENT WILL NIMBLE CARES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT NIMBLE CARES HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. NIMBLE CARES CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY NIMBLE CARES IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

Force Majeure
1. Neither party will be liable to the other for failure or delay in carrying out this Agreement, which is caused by an event beyond their reasonable control and that they could not have foreseen, or which was unavoidable. This includes industrial disputes, energy or transport failures, acts of God, pandemic, war, terrorism, civil unrest, explosions, mechanical breakdown or natural disasters.
2. Should the circumstances described in clause 13.1 endure for 30 days or more, then either party shall be entitled to terminate this Agreement upon service of notice to the other party.

Data protection
1. Each party will deal with any personal data in accordance with each Party’s privacy policy and all applicable data protection and privacy legislation in force from time to time in the UK including (i) the UK GDPR; (ii) the Data Protection Act 2018 (and regulations made thereunder); and (iii) all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data.

No Partnership, agency or employment relationship

Nothing in these T&Cs 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, any employment relationship nor authorise any party to make or enter into any commitments for or on behalf of any other party.

Governing law and jurisdiction
1. These T&C’s and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The parties agree that the courts of England and Wales are the only place where disputes arising from this Agreement (including non-contractual disputes or claims) may be decided.