This Affiliate Marketing Partnership Agreement (the “Agreement”) is made by and between YAYABEE SWEDEN with its principal place of business at c/o Ekonomiassistans, Box 26262, 100 40 Stockholm, Sweden (“Yayabee”) and the affiliate partner introduced through ShareASale.com, (“The Affiliate”). Both Yayabee and The Affiliate are collectively referred to as the “Parties”.
Whereas, Yayabee Sweden (“Yayabee”) manages and operates a Virtual Private Network (VPN) service called Hidden24.co.uk to help people protect their integrity online.
Whereas, the Affiliate (“The Affiliate”) is a company or person operating a website on the internet.
Whereas, Yayabee desires to engage The Affiliate’s services and The Affiliate is willing to advertise, market and generate traffic for Hidden24.co.uk on commission for signed-up subscribers (“Affiliate Partnership”).
Whereas, Yayabee and The Affiliate will engage through ShareASale.com and wish to regulate their relationship through this Agreement in addition to already existing agreements between SharaASale.com and The Affiliate and Affiliate Terms of Use as presented on ShareASale.com.
Whereas, the effective date (Effective Date”) of this Agreement is the date when the Affiliate Partnership commences as registered by the ShareASale network.
Now, Therefore, in consideration of the premises and mutual covenants herein contained, Parties agree as follows:
1. Limited License: Subject to the terms of this Agreement and solely for the limited purposes of promoting and marketing Hidden24.co.uk services, and directing customers to Hidden24.co.uk, Yayabee hereby grant The Affiliate a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (1) advertise and promote Hidden24.co.uk services and Hidden24.co.uk web site, under restrictions set in this Agreement, (2) post graphical or textual internet hyper-link to the Hidden24.co.uk web site; and (3) direct customers from the The Affiliate’s web sites to the specific URLs or Landing Pages designated by Hidden24.co.uk..
2. The Affiliate’s Obligations: The Affiliate will be responsible for the followings:
• To promote Hidden24.co.uk in its coverage of VPN-services, among its brands, among its online content, among its websites and among its audience.
• To strive and drive traffic from The Affiliate to Hidden24.co.uk to convert to buying customers of Hidden24.co.uk.
• To promote Hidden24.co.uk as a VPN partner.
• To regularly discuss with Yayabee ways to improve conversion rate and this Affiliate Partnership.
3. Yayabee’s Obligations: Yayabee will be responsible for the followings:
• To provide a VPN service of high quality and high safety for its subscribers, as to reflect well on The Affiliate brands.
• To independently operate the webpage Hidden24.co.uk, and strive to maximize conversion of incoming traffic from The Affiliate.
• To ensure the accuracy and transparency of the reporting of conversions and traffic.
• To regularly discuss with The Affiliate ways to improve the conversion rate and this Affiliate Partnership.
4. Restrictions to Advertise and Promote: The Affiliate is not allowed to:
• advertise for Hidden24.co.uk or it’s services on Google AdWords.
• advertise for the “Hidden24” brand name, including misspellings and variations, in any search word PPC channel, including, but not limited to Google AdWords and Bing.
• promote Hidden24 for any illegal activities, including, but not restricted to, to solicit others to perform or participate in any unlawful acts, to violate any international or state regulations, rules, laws, or local ordinances.
5. Commission and tracking: The ShareASale Affiliate Network handles and is responsible for all tracking of affiliate sales, and for the payments of commission. The Affiliate acknowledges that the commission is calculated by the tracking system provided by the ShareASale Affiliate Network.
6. Taxes: The Affiliate acknowledges that the commission includes all applicable taxes and that The Affiliate is obligated to submit and pay all income tax arising from representing Hidden24.co.uk. Yayabee will not be held liable for any of The Affiliate’s taxes.
7. Ownership: (a) As between The Affiliate and Yayabee, Yayabee shall own all right, title and interest, including all Intellectual Property Rights, in and to the Hidden24.co.uk site, content, and the Landing Pages. For the purposes of this Agreement “Intellectual Property Rights” means copyright rights, trademark rights, patent rights, trade secrets, moral rights, right to publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof regardless of whether such rights arise under the laws of the United Kingdom or any other state, country or jurisdiction.
(b) Each party hereby covenants and agrees the trademarks, trade names, service marks, copyrights and other proprietary rights of the other party are and shall remain the sole and exclusive property of that party and neither party shall hold itself out as having any ownership rights with respect thereto or, except as specifically granted hereunder, any other rights therein. In addition, except as expressly permitted hereunder, each party hereby covenants and agrees that it will make no use of the trademarks, trade names, service marks, copyrights and other proprietary rights of the other party. Any and all goodwill associated with any such rights shall inure directly and exclusively to the benefit of the owner thereof.
8. Policies and Customer Information: Yayabee considers all customers who sign-ups and subscribes to Hidden24.co.uk to be customers of Yayabee. Accordingly, all Yayabee rules, policies and operating procedures concerning sales and customer service will apply to those customers. Yayabee may change its policies and operating procedures at any time. The Parties hereto agree that Yayabee shall have no obligation to share any customer information collected by Yayabee, including but not limited to the name, address, e-mail address of the customer, or any related products or services ordered. Furthermore, to the extent Yayabee shares with The Affiliate any customer information collected by or on behalf of Yayabee, The Affiliate shall maintain such information in confidence as Yayabee confidential and trade secret information in accordance with Section 9 hereof.
9. Confidentiality: Except as otherwise provided in this Agreement or with the consent of the other party hereto, The Affiliate and Yayabee each agrees that all information (“Confidential Information”) including, without limitation, the terms and conditions of this Agreement business and financial information, customer, vendor lists, and pricing and sales information, concerning Yayabee and The Affiliate (each herein, a “Disclosing Party”), or any affiliates (by common ownership) of the Disclosing Party, shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by or on behalf of the party receiving such information (each herein, a “Receiving Party”) for its own business purposes or for any other purpose. As used herein “Confidential information” shall not include information that (i) is already known to the Receiving Party at the time such information is obtained from the Disclosing Party; (ii) is or becomes generally available to the public other than as a result of a disclosure directly or indirectly by the Receiving Party in violation of this Agreement; (iii) is or becomes available to the Receiving Party on a non-confidential basis from a source, other than the Disclosing Party, which to the knowledge of the Receiving Party is not prohibited from disclosing such information by a contractual, legal or fiduciary obligations; or (iv) has been independently developed by the Receiving Party without violating any of its obligations under this Agreement.
10. Limitation of Liability: In no event shall either party be liable to the other party for indirect, incidental, consequential, special, or exemplary damages, including, without limitation, damages for loss of revenue or lost profits, arising from any provision of this Agreement, even if such party had been advised of the possibility of such damages.
11. Disclaimers: Except as expressly set forth in this Agreement, neither party makes any representations or warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. In addition, neither party makes any representation that the operation of its sites will be uninterrupted or error free, and such party will not be liable for the consequences of any interruptions or errors.
12. Governing Laws: This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of United Kingdom.
13. Relationship of the Parties: This Agreement does not constitute either party an agent, legal representative, joint venture, partner or employee of the other for any purpose whatsoever and neither party is in any way authorized to make any contract, agreement, warranty or representation or to create any obligation, express or implied, on behalf of the other party hereto.
14. Amendment: No amendment or variation of this Agreement will operate to change or vary the terms, obligations or conditions hereof except upon mutual agreement by both Parties signed by and authorized representative of each Party.
