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Taplinks Affiliation Program Terms And Conditions


Taplinks is an affiliate program which is managed by Buongiorno UK Limited (hereinafter referred to as “Buongiorno”).

Any Partner who desires to provide their services under the Taplinks brand and platform, agrees to accept and to be bound by these Affiliate Program Terms and Conditions and by any Offer Guidelines. In case of any conflict between the Affiliate Program Terms and Conditions and the Offer Guidelines, the former shall prevail.

Any references herein shall be interpreted to apply to all Taplinks Services. Although we will use terms such as “Partner”, “you” or “your” to refer to the individual or business entity identified in the Application you submit, you are and shall remain, for all purposes, an independent contractor, responsible for your own actions and/or omissions, taxes, the provision of any benefits, insurance and compliance with any and all laws, statutes, regulations and codes of practices that apply to you, your business and activities. This Agreement does not contemplate any sharing of profits or losses, a joint venture or any other form of business arrangement except as expressly set out herein.

1)   DEFINITIONS

a) “Adware” means any Widget that (i) causes advertising to pop-up as a new window (over or under the active window) on an end user’s computer or device either randomly or based on the end user’s online activity (other than advertisements served by persons to visitors while they are visiting that person’s domains) or (ii) is used to distribute Spyware.

b) “Customer” means an end user accessing to the Advertising Materials distributed by Partner through the Taplinks Affiliate Program.

c) “Customer Data” means any data collected by Advertiser with respect to Customers, including contact information (such as name, email, cell phone number and address), billing information.

d) “Advertising Materials” means any banner, landing page and/or any link related to the products and/or services of the Advertiser and published in the Offer.

e) “Taplinks Affiliate Program “means the set of marketing tools and associated advertising fees that enable Partners to promote the products or services of Advertisers.

f) Taplinks Service” means the platform and the technology provided by Buongiorno to manage, display and place Advertising Material on mobile and web sites and/or Applications and the reporting functionality of the number of clicks and payable leads referred by Partners.

g) “Offer” means an advertising offer published by Buongiorno on the Taplinks Platform setting out the payment terms and advertising guidelines on behalf of any Advertiser.

h) “Adveriser” means any person or company willing to promote its products and/or services within the Taplink Affiliation Program.

i) “Offer Guidelines Terms and Conditions” means the additional terms and conditions for each Offer related to the Taplinks Services and that are incorporated as part of this Agreement.

l) “Integration” means the inclusion of portions of the Taplinks Services and of Advertising Material on the Partner Sites in accordance with the Offer and the Offer Guidelines. 

m) “Malware” means any malicious code, viruses, Trojan horses, logic bombs, denial of service attacks or other disruptive programs, software, code or activities that is designed or intended (or reasonably likely to have been designed or intended) to disrupt, damage, interrupt, interfere with or perform unauthorized actions without notice and express prior consent of the end user, including, without limitation, Adware and Spyware.

n) “Marks” means the trademarks, service marks, trade names, brands, logos and other distinctive branding or identification of a party.

o) “Device” means a portable, wireless communications device through which a Customer may connect with a Mobile Network to transmit and receive communications, including, without limitation, wireless, mobile or cellular communication devices, Internet communications devices or other communications or transmission technology now known or hereafter implemented.

p) “Partner Sites” means the web sites, web pages, domains or online services owned, operated and/or managed by Partner that are approved by Taplinks for purposes of this Agreement.

q) “Spyware” means any software that enables a user to obtain covert information about another's computer activities by transmitting data covertly from the user's device.

r) “Agreement” means collectively the Affiliation Program Terms and Conditions, the Offer Guidelines Term and Condition, any Offer and Privacy Policy regulating the Taplinks Service and Taplinks Affiliation Program.

s) “Widget” means any application program or element of graphical user interface that displays information or provides a specific way for an end user to interact with an operating system, computer programs or code, including, without limitation, that or any other application networks, systems, servers or other programs.

2)   OBJECT

Buongiorno shall provide Partner with the Taplinks Services so as to display Advertising Materials through the Taplinks Affiliate Program.

Buongiorno grants Partner a non-exclusive, non-transferable, revocable right to access Taplinks Services solely in accordance with the terms of this Agreement, for the sole purpose of identifying Partner as a participant in the Taplinks Affiliate Program pursuant to an approved Offer and assisting in increasing sales for any Advertiser subject to the terms of this Agreement.

 

c) Partner may not disclose or use the Taplinks Services other than as expressly set out in this Agreement, nor distribute, modify, adapt, translate, perform, transmit, copy or prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Taplinks Services unless specifically authorized by Taplinks previously in writing on each occasion.

3)   BUONGIORNO OBLIGATIONS

a) Buongiorno shall at its own cost and expense provide the Taplinks Services and the Taplinks Affiliate Program. Buongiorno  shall be responsible for and will solely control the Taplinks Service and Taplinks Affiliate Program including without limitation all features, content, pricing and functionality, and has the unrestricted right to modify, suspend or amend same at all times, in its sole discretion.

 

b) In no event shall Buongiorno be liable in whole or part for any breach by a Partner of this Agreement or any other agreement by which any Partner may be bound.

4)   PARTNER WARRENTIES AND OBLIGATIONS

a) Partner shall work with Buongiorno to produce the Integration in accordance with this Agreement. Partner agrees to offer the Integration on the Partner Sites and Partner Applications to Customers in accordance with the then current Agreement applicable thereto.

b) Partner shall at all times comply with the terms of the Offer Guidelines as may be updated from time to time by Buongiorno in its sole discretion.

c) In particular Partner warrants and guarantees to Buongiorno:

  • that to the fullest extent permitted by law the Adverting  Materials (i) does not contain content which is immoral, racist, violence-inciting or extreme right wing contents; not offer any information that extols or trivializes violence,  that glorifies war or contents created by means of exploiting prostitution, paedophilia, slavery or persons less than the legal age; (ii) does not breach or does not attempt to breach any duty towards or the rights of any person or entity including without limitation right of intellectual property, privacy or publicity, or rights or duties under consumer protection, product liability, tort or contract theories.
  • that any Advertising Materials communicated and supplied by Buongiorno (i) will not be changed in any way by Partner or any third party without Buongiorno’s written approval and (ii) will be used by Partner in a manner and through media places that do not display and publish contents that are immoral or illegal and created by means of exploiting prostitution, paedophilia, slavery or persons less than the legal age.
  • to communicate the above restrictions and provisions relating to the display of any Advertising  Materials to any third party contracting with a Partner in the execution of the Taplinks Affiliate Program. 

Partner shall eliminate within 24 (twenty four) hours from a Buongiorno request any Advertising Materials from any services or media places not considered appropriate or in the case of a breach of the above warranties or obligations or of any Offer and Offer Guidelines or restrictions. 

d) Without limiting Buongiorno’s other rights or remedies at law or equity Buongiorno may immediately terminate the Agreement, withhold payment from Partner and disable any Integration hereunder in the event Buongiorno reasonably believes Partner has failed to comply whether in whole or part with the above warranties and obligation or in case of a breach of the Agreement or of any restriction set out in any Offer or Offer Guidelines.

e) Partner guarantees that if it collects any information from Customer as autonomous Data Controller and independently from the Advertising Materials it shall do so in accordance with all applicable laws, statutes or codes of practices including, but not limited to, applicable privacy and data security laws, rules, and regulations. In addition Partner shall post a clearly visible link to its privacy policy on each Partner Site or Partner Application through which it collects information from Customers. Partner shall at all times indemnify Buongiorno  and hold Buongiorno  and its Affiliates, the relevant directors, shareholders, employees, successors and assignees of each, harmless from and against all loss, damages, costs, expenses, claims, fines and proceedings arising out of any Partner’s breach of this Agreement and in particular this guarantee.

f) Partner shall be solely responsible, at no cost to Buongiorno , for (i) procuring and maintaining all necessary rights, consents, licenses, permissions, and clearances with respect to any Partner Sites, Partner Applications, or Partner’s Marks. Partner shall be solely responsible for any and all royalties and other fees and payments required by any rights holders and licensors of content publicly performed on or made available on or through the Partner Sites and/or Partner Applications (including without limitation residuals or other payments to guilds or unions, for music clearances, Internet or wireless streaming, performance, synchronization and mechanical rights) and all other fees, royalties, charges, payments or obligations arising out of the activities contemplated by this Agreement and Buongiorno  shall have no responsibility or liability for same whatsoever whether in whole or part.

g) Partner agrees that no Partner Sites shall use nor shall Partner Applications be or include Malware or be or enable distribution as Drive-by-Downloads. If any Partner Application is downloadable by a Customer to Customer’s Device Partner shall at all times comply with all laws, statutes and regulations and use industry best practices with respect to the disclosures presented to and necessary consents obtained from Customers and the download processes for the Partner Applications. Partner Applications shall not be bundled in whole or part with any third party applications, software or Widgets.

h) Partner shall implement the Integration in accordance with the Agreement. Partner shall promptly report to Buongiorno in writing any malfunctions, defects or non-conformities in or affecting the Integration or the Taplinks Services and to promptly restore the Integration and/or the Taplinks Services to its full proper functioning and operation. Buongiorno reserves the right in its sole discretion and without liability to require Partner to remove or modify Integration at any time in any and/or all locations and instances.

 

g) Partner shall designate a senior manager reasonably acceptable to Buongiorno who shall be the principal point of contact with Buongiorno and who shall liaise with Buongiorno on ongoing initiatives and further collaborative opportunities and shall promptly notify Buongiorno in writing of any change to the said senior manager.

5)   OBLIGATIONS OF BOTH PARTIES

a) Except as expressly set forth in this Agreement as between Partner and Buongiorno  each party retains all its right, title and interest in and to its own proprietary information, material and other items and property, tangible or intangible and including all intellectual property rights therein.

b) Each Advertiser shall exclusively own all right, title and interest in and to Customer Data collected with respect to Customers with the Advertising Materials. Partner shall not directly or indirectly, disclose, process or use or authorize, enable, encourage or permit any third party to disclose, collect, retain or use any Customer Data owned by Advertiser.

c) Except as otherwise expressly provided herein to the contrary, each party is responsible for all costs and expenses incurred by it in connection with the performance of its obligations or exercise of its rights under this Agreement.

6)   PAYMENT; TAXES

a) Payments. Buongiorno will pay the commission agreed upon at the time of the Partner's Application in United States Dollars (USD$). Buongiorno reserves the right to change its level of commission from time to time at Buongiorno’s sole discretion.

Should Partner have questions regarding the commission level, please contact Buongiorno at http://taplinks.com/contact.

b) Within 60 (sixty) days after the end of each calendar month, Buongiorno  shall pay Partner all undisputed Payments due Partner for that calendar month, unless the payment is less than two hundred and fifty United States Dollars (USD$250) in which case Payment will be aggregated with the following months until at least the same sum is reached. No other payments or fees shall be due or payable by Buongiorno to Partner or any other party under or as a result of this Agreement. Payments by Buongiorno will be accompanied by a report in reasonable detail providing the basis for the Payment.

c) All Payments made by Buongiorno under this Agreement are exclusive of any taxes and Partner shall be solely responsible for all and any taxes, duties or government required payments or fees pursuant to this Agreement and including any that of any interest, fines or penalties resulting therefrom..

d) If applicable law requires Buongiorno to withhold any income taxes levied on payments to be made pursuant to this Agreement (following referred to as "Withholding Tax"), Buongiorno shall levy the Withholding Tax as per ordinary local rules and shall be entitled to deduct such Withholding Tax from the payments due to Partner hereunder.

e) If a Double Taxation Avoidance Treaty (following referred to as “DTA”) is applicable, Buongiorno shall apply the reduced Withholding Tax rate provided for the applicable DTA. Buongiorno shall apply the DTA rate only if, before the first payment and for every fiscal year, Partner shall provide Buongiorno with:

                     i.            copy of a tax residence certificate issued by the local Tax Authority;

                   ii.            copy of the certification of identification of the effective beneficiary;

                  iii.            copy of certification of the verification of non – possession of a permanent organization in applicable country; and

                 iv.            any other document as required by applicable law.

 

f) Buongiorno shall effect payment of the Withholding Tax to the appropriate tax authorities and shall transmit to Partner receipts or other evidence sufficient to enable Partner to support a claim for income tax credits in its place of establishment.

g) The Parties agree to cooperate in all respects necessary to take advantage of reduced Withholding Tax rates available under any applicable tax treaties.

h) Partner agrees to promptly complete all paperwork reasonably required by Buongiorno in respect of any taxes, levies or fines etc.

 

i) Buongiorno shall not be obliged to make any of the Payments to Partner for which Buongiorno does not receive payment regardless of the reason for such non-payment.  Partner’s Payment will only be made or be due in respect of content which is (i) successfully delivered to Customers; and/or (ii) successfully billed; and (iii) for which payment has been received by Buongiorno and (d) for which no refund has been made to a Customer and for which no miscalculation of the Payment has been made.  For the avoidance of doubt if any Payment shortfall exists due to credit card fraud, bad debt, billing problems, miscalculation or otherwise, the shortfall will be deducted from the overall Payment sum or if applicable in any subsequent Payment even if paid to Partner already.

7)   CONFIDENTIAL INFORMATION

a) “Confidential Information” means any and all trade secret, proprietary, confidential and sensitive information of Buongiorno, whether marked as “Confidential” or identified with a similar designation is known to be confidential is identified or orally disclosed as being proprietary and/or confidential or is obtained under circumstances in which it is or should be reasonably clear such information is proprietary and/or confidential. Partner shall not use or disclose, directly or indirectly, for its own benefit or the benefit of any other party any Confidential Information except as necessary for performance of its obligation under this Agreement and for no other purpose whatsoever. Even when disclosure and/or use is permitted Partner shall limit disclosure and use exclusively to its employees and agents with a need to know such Confidential Information to perform under this Agreement; provided that each such employee or agent agrees to be bound by and comply with at least the same level of protections and restrictions as Partner hereunder.

b) Neither party shall issue a news release or make any public announcement regarding this Agreement or refer to or use the Marks of the other party in any publicity or marketing communications without the prior written consent of the other party on each occasion.

8)   TERM; TERMINATION

a) The term of this Agreement will begin on the Effective Date which is the date Buongiorno notifies Partner of written acceptance of its Application and will continue until terminated by either party as permitted herein (“Term”). Either party may terminate this Agreement upon 24 (twenty-four) hours’ prior written notice to the other party at any time.

b) Upon termination of this Agreement, any provision which must survive to give effect to its plain meaning, shall survive termination of this Agreement. Upon termination of this Agreement, Partner will immediately cease using Taplinks Tools, Taplinks Services, Taplinks Marks and Taplinks Affiliate Program and will return or destroy all Confidential Information in its possession or under its control to Buongiorno unless Buongiorno requests the return of same within 48 (forty eight) hours of termination of this Agreement.

c) Notwithstanding any of the foregoing Buongiorno may with or without cause and at any time and without any liability whatsoever, penalty block or otherwise prevent access to the Taplinks Service through or by the Integration, any Partner Application, Partner Site or Widget.

9)   REPRESENTATIONS AND WARRANTIES

a) It is a condition and Partner further represents and warrants to Buongiorno  that: (i) it has the full power and authority to enter into this Agreement; (ii) neither the execution of this Agreement nor the performance of its obligations, provision of its services or furnishing or development of any goods, services, materials, information or other items, tangible or intangible including without limitation Partner Sites, Partner Applications, Partner Marks, any portions of the Integration developed or provided by Partner (individually and collectively “Partner Materials”) do not and will not violate any other agreement by which it may be bound, nor infringe upon or misappropriate the rights, or interests of any other party; (iii) upon acceptance of Partner’s Application by Buongiorno, this Agreement, constitutes a legal, valid, and binding obligation of Partner, enforceable in accordance with its terms; (iv) Partner shall perform its obligations in compliance with all laws, statutes, rules and regulations and industry guidelines and best practices applicable to its business and activities; (v) it has all necessary rights, title, and interest in and to the Partner Materials, to perform its obligations free and clear of all claims, demands, encumbrances, liens and security interests; (vi) to Partner’s knowledge, using reasonable industry standard and commercial measures, the Partner Materials are free of Malware; (vii) the Integration developed, provided and/or controlled by Partner will be in accordance with this Agreement (viii) no Partner Material nor activities or conduct will or attempt to slander, defame, libel or invade the right of privacy, publicity or other rights of any person or generate spam, phish or violate any law, (viii) the Partner Applications are not and will not be Malware, Adware, Spyware or be distributed as Drive-by-Downloads and will comply with the terms and policies of any sites on which they are placed and (ix) it will not export the Integration or Taplinks Tools in any manner contrary to the export regulations of the United Kingdom. Partner will not remove or alter any rights or other notices, symbols, or labels of Buongiorno.

b) Partner shall: (i) conduct its business in a manner that reflects favorably at all times on Taplinks Services and the good name, goodwill and reputation of Buongiorno; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Buongiorno  or the public, including but not limited to disparagement of Buongiorno  or its services or products; (iii) not publish nor employ nor cooperate in the publication or employment of any misleading or deceptive Advertising Materials; and (iv) make no representations, warranties nor guarantees to third parties with respect to the Taplinks Services, Taplinks Tools or otherwise with respect to Buongiorno. 

c) EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND EXPRESS OR IMPLIED TO EACH OTHER TO ANY CUSTOMER OR ANY OTHER PARTY UNDER THIS AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW BOTH PARTIES EXPRESSLY DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. TAPLINKS MAKES NO REPRESENTATION OR WARRANTY THAT THE TAPLINKS SERVICE WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR.

10) LIMITATION OF LIABILITY; INDEMNIFICATION

a) In no event shall Buongiorno be liable to Partner for any indirect, consequential, incidental, punitive, special exemplary or other such damages, regardless of the form of action or the basis of the claim including, but not limited to, lost business, revenue, or anticipated profits, whether based on breach of contract, tort (including negligence), or otherwise, and whether or not Buongiorno has been advised of the possibility of such damages. If, for any reason, Buongiorno  shall be found liable to Partner in damages and notwithstanding any claim that such damages are inadequate or that any remedy fails of its essential purpose, in no event shall Buongiorno  liability hereunder exceed provable direct damages no greater than the amount of Payments paid to Partner by Buongiorno  in the 6 (six) months immediately preceding the first date the claim or cause of action arose; provided however that the foregoing limitation shall not apply to undisputed Payments owed by Buongiorno  to Partner for the proper performance of its obligations hereunder.

To the extent that any jurisdiction does not allow the exclusion or limitation of direct, incidental or consequential damages, portions of the above limitation or exclusion may not apply. Buongiorno and its affiliates do not seek to exclude or restrict its liability for personal injury arising from its negligence.

In the event Partner has any dispute with one or more third parties as a result of Partner's use of Taplinks Affiliate Program or Services or is in any way damaged as a result of any third party in connection therewith, Partner hereby releases and covenants not to sue or otherwise make a claim, demand or file any legal action or institute any legal or regulatory proceedings against Buongiorno  its affiliates, officers, directors, employees, agents, representatives and suppliers from, for any claims, actions, demands or damages (whether direct, indirect, special, incidental or consequential), of whatever kind or nature, known or unknown, suspected or unsuspected, whether foreseeable or not, disclosed or undisclosed.

b) Partner agrees to defend and indemnify Buongiorno  on demand against any and all claims, demands, proceedings, actions and causes of action brought by a third party that is based upon, arises out of, or relates to the alleged or actual breach of any of Partner's representations, warranties, obligations or covenants in this Agreement (“Claims”). Partner further agrees to indemnify and hold Buongiorno  harmless from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of any Claims.

11)   General

a) Assignment: Partner may not assign, transfer, subcontract or delegate any of its rights or obligations under this Agreement without the prior written consent of Buongiorno on each occasion and any attempt to do so without such consent shall be void.

b) Independent Contractors: The parties are independent contractors and neither has any right to obligate or bind the other. Partner is and remains, for all purposes, responsible for its own actions, taxes, the provision of any benefits, insurance and compliance with any and all applicable laws and regulations. This Agreement does not constitute and may not be construed as constituting a partnership or joint venture among the parties hereto, or an employee employer relationship. There are no third party beneficiaries and nothing contained herein shall give or is intended to give any rights of any kind to any third parties.

c) Notices: All notices under this Agreement must be in writing, written in the English language, sent by registered mail, return receipt requested, by facsimile transmission with machine confirmation or delivered personally to the address specified in the Application. All notices will be presumed to be effective when personally delivered, upon receipt of facsimile transmission delivery receipt or 10 (ten) days after mailing as specified.

d) Interpretation: Headings are for reference and do not affect meaning. Words will not be construed against the party that drafted them. Waivers of any rights, remedies, options or otherwise are only effective if made in writing and signed by both parties and only apply to the extent set forth therein.

e) Amendment: Amendments must also be in writing and signed with the physical handwritten signature of both parties to be effective and no conduct, trade usage, practices or custom, nor any exchanges of emails or other communication shall be construed as writing or serve to amend this Agreement.

f) Severability: If any provision or portion thereof of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such determination will not impair or affect the validity, legality, or enforceability of the remaining provisions of this Agreement and each provision or portion thereof is hereby declared to be separate, severable, and distinct to the fullest extent permitted by law.

g) Waiver: A waiver of any provision of this Agreement will only be valid if provided in writing and will only be applicable to the specific incident and occurrence so waived. The failure by either party to insist upon the strict performance of this Agreement, or to exercise any term hereof, will not act as a waiver of any right, promise or term, which will continue in full force and effect.

h) International Sale of Goods Export and Import Control Laws and Regulations: The parties hereby agree to opt out from and expressly exclude any applicability of the Uniform Information Transactions Act (UCITA). Services, Content, and product derived or obtained from the website may be subject to the U.S. export laws and the export or import laws of other countries. Partner agrees to comply strictly with all such laws and, in particular, shall: (i) obtain any export, re-export, or import authorizations required by U.S. or your local laws; (ii) not use Taplinks Tools to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (iii) not provide services, content, or direct product from Taplinks to prohibited countries and entities identified in the U.S. export regulations.

i) Entire Agreement: The Affiliates Program Terms and Conditions, any Offer and any Offer Guidelines and Privacy Policy together with all documents and materials expressly referred to in this Agreement and which are incorporated by this reference and form an integral part of this Agreement represents the entire agreement and understanding of the parties with respect to the subject matter hereof and which supersedes all prior and contemporaneous agreements, representations, negotiations and/or understandings, written or oral for all purposes.

j) Governing Law: Jurisdiction. This Agreement shall be governed by, and construed in accordance with the laws of England and Wales. The parties hereby submit to the exclusive jurisdiction of the courts of England and Wales.

 

 

Effective Date: 1st January 2015

Buongiorno UK Ltd, registered in England with its registration address at 57-63 Scrutton St. London, London, EC2A 4PF under registration number 4101267.

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