Affiliate Terms and Conditions
The following are the terms and conditions (this “Agreement” or the “Terms”) for affiliates which make sales of Advansys® Pty Limited’s (Advansys) products using the affiliate’s unique affiliate URL links (Affiliate Product Links) supplied by Advansys and where Advansys has agreed to pay that affiliate (“you”) for the affiliate sales.
By accepting and using the unique affiliate ID and product links supplied by Advansys, you agree to be bound by the Terms as stated herein without modification.
- Nature of the Relationship
The nature of the relationship between Advansys and you will be that of independent contractors for all purposes and in no event will any person employed by you be held or construed to be employees of Advansys. Specifically, Advansys is not a member of any partnership, joint venture or franchise arrangement with you.
- Ownership and use of Advansys Materials
“Advansys Materials” include any legal materials, documents, contracts, software, products, web links, promotional material, email, information, partial Advansys Material or any other materials provided by Advansys, an Advansys web site or any Advansys service in any way. Advansys retains complete ownership and all rights to the Advansys Materials. You do not have the right to use or change any of the Advansys Materials without prior written consent of Advansys. You do not have the right to use any Advansys Materials for third party or competitive use. All use of Advansys Materials, with or without prior written consent, will cease after termination of this agreement.
This Agreement will be for an indefinite term and can be terminated immediately without cause by either Advansys or you providing notice to the other party. Upon termination, you will stop using Advansys Materials and you will discontinue any use of any Advansys trademarks.
- Your Compensation
Advansys agrees to pay you a commission of twenty percent (20%) of all sales (excluding any chargeback fees) generated from the online purchases completed successfully through the use of the Affliliate Product Links. Accrued Advansys RecollX affiliate sales commission due to be paid, over $100.00 in value, will be paid to the affiliate on a monthly basis, by check payment. Alternatively, accrued Advansys RecollX affiliate sales commission due to be paid less than $100.00 in value will be paid to the affiliate on a quarterly basis, by check payment. Any other payment method may attract an additional handling or transfer fee. You will have access to sales and commission reports available through the Advansys Affiliate Program.
- Content Development
You are solely responsible for all content development (and its cost) on your web site.
You may be given or obtain access to non-public information of Advansys that Advansys considers to be of a confidential, proprietary, or trade secret nature, including, but not limited to, customer information, pricing, financial and operational information, business information and marketing information, in whatever form or media, whether or not marked as confidential (collectively “Confidential Information”). You agree not to use any Confidential Information disclosed to you by Advansys for your own use or for any purpose other than to carry out your obligations under this Agreement. You will not disclose any Confidential Information to third-parties or to your employees or agents, other than employees and agents who are required to have the information in order to carry out your obligations under this Agreement. You agree to notify Advansys immediately and in writing of any misuse or misappropriation of Advansys’ Confidential Information, which may come to your attention and to return Advansys’s Confidential Information upon the request of Advansys. Confidential Information shall not apply to: (a) information that is or becomes a matter of public knowledge through no fault of or action by you, (b) information that prior to disclosure was rightfully in your possession as a result of disclosure by a third-party under no obligation or restriction of confidentiality, (c) information that, subsequent to disclosure, is rightfully obtained by you from a third-party under no obligation or restriction of confidentiality, and (d) information that is independently developed by you without use, knowledge or access to the Confidential Information of Advansys.
- Return of Confidential Property
Upon Advansys’ request (and upon termination of this Agreement), you will deliver to Advansys all Confidential Information, memoranda, notes, records, drawings, manuals, disks, or other documents and media pertaining to Advansys’ business including all copies, extracts, summaries and analyses.
You agree to indemnify and hold Advansys, its directors, officers, shareholders, successor and predecessor companies, attorneys, agents and employees harmless from any claim, demand, or damage, including reasonable attorneys’ fees and costs, asserted by any third party due to or arising out of the your actions (including but not limited to advertising, web site content or how you otherwise direct potential customers to use the Affliate Product Links).
- Limitations of damages
Advansys will not be liable to you for any exemplary, punitive, special or consequential damages, including lost revenues, lost profits or lost prospective economic advantage arising from any act or omission in performance or failure to perform under this Agreement, even if Advansys is at fault and/or knew or should have known of the possibility thereof, and you hereby release and waive any claims against Advansys regarding such damages.
- Trademarks and other Intellectual Property
You acknowledge that all rights in any registered trademarks or any pending trademark registrations associated with the business of Advansys (i.e., trademarks, service marks, slogans, logos, designs and other similar means of distinction), including all goodwill pertaining thereto, shall be the sole property of Advansys. You may use and display such trademarks only in the manner and for the purpose authorized by Advansys, and only during the Term of this Agreement. Advansys reserves the right to add to, change or discontinue the use of any trademark it owns, on a selective or general basis, at any time. You shall not use any trademark or trade name of Advansys in any corporate, partnership or business name without Advansys’ prior written consent. Advansys and RecollX™ are a trademark of Advansys Pty Limited.
No press releases mentioning your affiliate program participation may be made without prior written consent of Advansys to a release being made. You will provide a copy of any press releases to Advansys.
You agree to conduct yourself with due regard to public conventions and morals and agree that you will not do or commit any act or thing that will tend to degrade Advansys or bring it into public hatred, contempt, scorn or ridicule or that will tend to shock, insult or offend the community or ridicule public morals or decency. Further, you will not market Advansys’ products using illegal, unethical, or misleading methods, or through inaccurate content.
- Modification to Terms
Advansys reserves the right to change these terms at any time and to notify you directly via email or by updating and posting these terms on its Site. Advansys is not bound by any other modifications to these terms and conditions unless signed in writing by an authorized Advansys officer.
- Entire Agreement
This Agreement constitutes the entire agreement between you and Advansys Pty Limited, which is the owner of the Advansys trade name, brand and trademark.
This Agreement cannot be assigned.
No failure or delay, on the part of Advansys, in exercising any right or power under these Terms will operate as a waiver of such right or power.
The invalidity or unenforceability of any provision of these Terms are intended to be read and construed independently of each other. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
- Governing Law and Notices
In respect to construction, interpretation, validity and enforcement, these Terms are to be construed in accordance with and governed by the laws of New South Wales, Australia. You consent to the exclusive jurisdiction of the courts of the New South Wales, Australia. Any notice under this Agreement will be in writing and delivered in person or by public or private courier service, or sent by facsimile. All notices will be addressed to Advansys located at 68 Ourimbah Road, MOSMAN, NSW 2088 (fax: +61-2-9969-7651). Any notices to you may be delivered to you at the address, email address or fax number provided in your application or to any address later provided.
- Binding Effect
This Agreement will pass to the benefit of and be binding upon the respective heirs, executors, administrators, successors of Advansys and you.
The headings, captions, titles, and numbering system are inserted only as a matter of convenience and may under no circumstances be considered in interpreting the provisions of this Agreement.