Affiliate Operating
Agreement
This Agreement
contains the complete terms and conditions that apply to an individual's
or
entity's participation in the Associates Programme (the "Programme").
As used in this Agreement, "we" (and "us" and "our")
means TeachMe Interactive Ltd and "you" (and "your") means
the applicant.
"Site" means a World Wide Web site and, depending on the context,
refers either to our site at http://www.tm-i.co.uk or to your site. Save
for our obligation to pay referral fees under Section 4, which may be performed
solely by us, we may cause any of our obligations under this Agreement to
be
fulfilled by any of our affiliates on our behalf. Enrolment in the Programme
To begin the enrolment
process, you need to submit a complete Programme application via our site. We
will evaluate your application in good faith and will notify you of your acceptance
or rejection. We may reject your application if we determine (at our sole discretion)
that your site is unsuitable for the Programme. Unsuitable sites include, but
are not limited to, those that:
- promote sexually
explicit materials
- promote violence
- promote discrimination
based on race, sex, religion, nationality, disability, sexual orientation,
or age
- promote illegal
activities
- breach intellectual
property rights
If we reject your
application, you are welcome to reapply to the Programme at any time. You should
also note that if we accept your application and your site is thereafter determined
(at our sole discretion) to be unsuitable for the Programme, we may terminate
this Agreement.
Links on Your Site
We grant you a revocable, non-exclusive, worldwide, royalty-free licence for
the duration of the term of this Agreement, solely for purposes of facilitating
referrals from your site to our site, to establish and maintain lists, links
as contemplated below:
Product Links: You may select one or more Products to list on your site. A "Product"
is any product listed on our site under the TeachMe Interactive Shop'. For
each selected Product, you will display on your site a short description, review,
or other
reference. You will be responsible for the content, style and placement of
these
references. You will provide a special link (as defined below) from each Product
reference on your site to the corresponding online catalogue
entry. Each link will connect directly to a single item in the
online catalogue, using a special link format that we give you (a "special"
link). You may add or delete Products (and related links) from your site at
any time without our approval. Those books (but not other types of Products)
that are individually listed and linked as described above are referred to
as
"Individually Linked Books". You may not list Products on your site
that are not "Products" as defined above.
General Link to
Homepage: You may provide a general link on your site to our
homepage http://www.tm-i.co.uk/shopping/. We will provide you with guidelines
and graphical artwork to use in linking to the homepage.
Except for the
licence granted under this Section 2, you do not obtain any rights under this
Agreement in any intellectual property, including, without limitation, any intellectual
property with respect to the Special Links, link formats, technical specifications,
guidelines or graphical artwork referenced above, or with respect to the
domain name.
Order Processing
We will process Product orders placed by customers who follow Special Links
from your site to the site. We reserve the right to reject orders
that do not comply with any requirements that we or periodically
may establish. We will be responsible for all aspects of order processing.
Among other things, we will prepare order forms; process payments, cancellations
and
returns; and handle customer service. We will track sales made to customers
who purchase Products using Special Links from your site to our site and will
send you reports summarising this sales activity. The form, content and frequency
of the reports may vary from time to time at our discretion. To permit accurate
tracking, reporting and fee accrual, you must ensure that the Special Links
between your site and our site are properly formatted. We will not be liable
for paying referral fees on purchases that are not correctly tracked and reported
because the links between your site and our site are not properly formatted.
Referral Fees
For a product sale to generate a referral fee, the customer must follow a Special
Link (in the format specified by us) from your site to the site;
purchase the Product on the site using our automated ordering
system; accept delivery of the Product at the delivery destination and remit
full payment to . We will not, however, pay referral fees on any
Products that are added to a customer's Shopping Basket or are purchased after
the customer has re-entered our site (other than through a special link from
your site), even if the customer previously followed a link from your site to
our site. Further, we will not pay referral fees on any Products purchased from
any site operated by us or our affiliates other than the site.
In addition, Products listed in the catalogue or in search results
as "out of print", "hard to find", "special order"
(or other words to similar effect indicating that a product is not readily available
for delivery) are not eligible for any referral fees. Gift certificates are
not eligible to earn referral fees.
The Programme is intended for commercial use only and you may not purchase
Products through the Programme for your own use. In addition to any
other rights we may
have, such purchases may result (at our sole discretion) in (a) the withholding
of referral fees and/or (b) the termination of this Agreement. You
acknowledge
that these remedies, while not exclusive, are a reasonable assessment of
the damage we will suffer as a result of a breach of this clause by
you. Products
that are entitled to earn referral fees under the rules set forth above are
hereinafter referred to as "Qualifying Products".
In addition, you
may not directly or indirectly offer any person or entity any consideration
or incentive (including, without limitation, payment of money or awarding of
any benefits) for using Special Links on your site to access our site (eg: by
implementing any "rewards" programme for persons or entities who use
Special Links on your site to access our site). If we determine, in our sole
discretion, that you have offered any person or entity any such consideration
or incentive, we may (without limiting any other rights or remedies available
to us) withhold any referral fees otherwise payable to you under this Agreement.
Referral Fee Schedule
You will earn referral fees based on Qualifying Revenues according to referral
fee schedules to be established by us. "Qualifying Revenues" are
revenues derived by us from our sales of Qualifying Products, excluding costs
for dispatching,
handling, taxes (including VAT if any), service charges, credit card processing
fees and bad debt.
How the system works:
The banner advert or link has a unique id that tracks all sales from an affiliate
site, across all our products both flying and sailing. These sales are listed
in an affiliate system but don't represent the final commissions nor are they
subject to a flat 10% commission.
A commission of 10% is paid across all sales of TMi software.
Commissions vary across all the other 50 or so products we sell in the store,
from 0-10% but you still have the option of profits not previously available.
Commissions on low margin products we buy in don't attact commissions.
This means that on your statement of sales you may find varying rates of commissions,
not a straight 10% across the board.
In addition, the affiliate sales report only shows unauditted sales from the
store - these have to manually checked to ensure that the sales were confirmed
and shipped and that no refund was applied later. Once that is complete the
report is updated and then an invoice is requested for payment in 30 days.
This process is completed every quarter but an affiliate can request payment
earlier
with no problem.
The current referral
fee schedule is:
% of the Qualifying Revenues generated on sales of each Individually Linked
TMi published CD ROM that, on the date of order, is listed in the
catalogue and that is added to the customer's Shopping Basket directly from
the page that results from following the hypertext link to the Individually
Linked CD ROM.
- Our own CDs
- 10%
- Marine Correspondence
courses, marine CD bundles - 10% (except the two person offer)
- Other 3rd party
products - 0% (we don't make enough margin to offer affiliate commn)
Fee Payment
We will pay you referral fees (including VAT, if any, on presentation of a
valid VAT invoice) on a quarterly basis on presentation of an invoice
for the fee
listed in your account report for that quarter. Approximately 30 days following
the end of each calendar quarter, we will send you payment for the referral
fees earned on Qualifying Products that were dispatched during that quarter,
less any taxes that we are required by law to withhold. However, if the
fees
payable to you for any calendar quarter are less than £50.00, we will
hold those fees until the total amount due is at least £50.00 or (if
earlier) until this Agreement is terminated. If a Product that generated
a referral fee
is returned by the customer, we will deduct the corresponding fee from your
next quarterly payment. If there is no subsequent payment, we will send you
an invoice for the fee.
Policies and Pricing
For the avoidance of doubt, customers who buy Products through this Programme
will be customers of TeachMe Interactive Ltd. Accordingly, all rules,
policies and operating procedures concerning customer orders, customer
service
and Product sales will apply to those customers. Such policies and operating
procedures may be changed at any time. For example, will determine
the prices to be charged for Products sold under this Programme in accordance
with its own pricing policies. Product prices and availability may vary
from
time to time. Because price changes may affect Products that you already have
listed on your site, you must not include price information in your Product
descriptions. will use commercially reasonable efforts to present
accurate information, but we cannot guarantee the availability or price of
any particular Product.
Identifying Yourself
as an Associate
We will make available to you a small graphic image that identifies your site
as a Programme participant. You must display this logo or the phrase "In
association with " somewhere on your site. We may modify
the graphic image from time to time. In addition, we encourage (but do not
require) you to include a link to the homepage at http://www.tm-i.co.uk.
Limited Licence
We grant you a nonexclusive, revocable right to use the icon described in Section
11 and such other images for which we grant express permission, solely for the
purpose of identifying your site as a Programme participant and to assist in
generating Product sales. You may not modify the icon or any of our images in
any way. We reserve all of our rights in the icon, any other images, our trade
names and trademarks, and all other intellectual property rights. We may revoke
your licence at any time by giving you written notice.
Responsibility
for Your Site
You will be solely responsible for the development, operation and maintenance
of your site and for all materials that appear on your site. For example, you
will be solely responsible for: the technical operation of your site and all
related equipment; creating and posting Product descriptions on your site and
linking those descriptions to the catalogue using Special Links
and special link formats provided by us; the accuracy and appropriateness of
materials posted on your site (including, among other things, all Product-related
materials) ensuring that materials posted on your site do not breach or infringe
upon the rights of any third party (including, for example, copyrights, trademarks,
privacy or other personal or proprietary rights; ensuring that materials posted
on your site are not defamatory or illegal. We and our affiliates disclaim all
liability for these matters. Further, you will indemnify and hold us and our
affiliates harmless from all claims, damages and expenses (including, without
limitation, legal fees) relating to the development, operation, maintenance
and contents of your site.
Term of the Agreement
The term of this Agreement will begin upon our acceptance of your Programme
application and will end when terminated by either party. Either you or we may
terminate this Agreement at any time, with or without cause, by giving the other
party written notice of termination. You are only eligible to earn referral
fees on sales of Qualifying Products occurring during the term and fees earned
up to the date of termination will remain payable only if the related orders
are not cancelled or returned. We may withhold your final payment for a reasonable
time to ensure that the correct amount is paid. Upon termination of this Agreement,
you must promptly return to us, or at our request, destroy any and all of our
intellectual or proprietary property, information and/or materials in your possession
and, subject to receiving written consent to the contrary from us, remove all
hypertext links to our site from your site.
Modification
We may modify any of the terms and conditions contained in this Agreement, at
any time and at our sole discretion, by posting a change notice or a new agreement
on our site. Modifications may include, for example, changes in the scope of
available referral fees, fee schedules, payment procedures and Programme rules.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE
THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAMME FOLLOWING OUR
POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING
ACCEPTANCE OF THE CHANGE.
Relationship of
Parties
You and we are independent contractors and nothing in this Agreement will create
any partnership, joint venture, agency, franchise, sales representative, or
employment relationship between the parties or our respective affiliates. You
will have no authority to make or accept any offers or representations, guarantees
or warranties on our or our affiliates' behalf, including with respect to our
or our affiliates Products or services. You will not make any statement or representation,
whether on your site or otherwise, that you are connected or affiliated with
us or our site other than for the purpose of referring users to our site as
contemplated under this Agreement, or that otherwise reasonably would contradict
anything in this Section.
Limitation of Liability
Neither we nor any of our affiliates will be liable for indirect, special or
consequential damages (or any loss of revenue, profits or data) arising in connection
with this Agreement or the Programme, even if we or any of our affiliates have
been advised of the possibility of such damages. Further, to the fullest extent
permitted by law, our and our affiliates' collective aggregate liability arising
with respect to this Agreement and the Programme will not exceed the total referral
fees paid or payable to you under this Agreement at the time the act or omission
giving rise to the liability occurred.
Disclaimers
To the fullest extent permitted by law, neither we nor any of our affiliates
makes any express or implied warranties or representations with respect to the
Programme or any Products sold through the Programme (including, without limitation,
warranties of fitness, merchantability, non-infringement or any implied warranties
arising out of a course of performance, dealing, or trade usage), and the same
are hereby excluded. In addition, neither we nor any of our affiliates makes
any representation that the operation of our site will be uninterrupted or error-free
and none of us will be liable for the consequences of any interruptions or errors.
Independent Investigation
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS
AND CONDITIONS. YOU UNDERSTAND THAT WE OR ANY OF OUR AFFILIATES MAY AT ANY TIME
(DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER
FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR
TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY
OF PARTICIPATING IN THE PROGRAMME AND ARE NOT RELYING ON ANY REPRESENTATION,
GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Miscellaneous
This Agreement will be governed by the laws of England, without reference to
rules governing choice of laws. You irrevocably consent to the jurisdiction
of such courts. You may not assign this Agreement, by operation of law or otherwise,
without our prior written consent. Subject to that restriction, this Agreement
will be binding on, inure to the benefit of and enforceable against the parties
and their respective successors and assigns. Our failure to enforce your strict
performance of any provision of this Agreement will not constitute a waiver
of our right to subsequently enforce such provision or any other provision of
this Agreement.
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