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Terms,
Conditions and Notices |
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Tweaking
Tools Limited ("Tweaking Tools") Affiliate Program
Terms, Conditions and Notices.
IMPORTANT NOTIFICATION:
YOUR APPOINTMENT TO THE TWEAKING TOOLS AFFILIATE
PROGRAM ("AFFILIATE PROGRAM") IS CONDITIONAL
UPON YOU AGREEING TO THE TERMS AND CONDITIONS
SET OUT BELOW ("THIS AGREEMENT").
AS A PARTICIPANT IN
THE AFFILIATE PROGRAM, AND AS A SALES AFFILIATE
OF TWEAKING TOOLS' SOFTWARE, YOU AGREE TO ABIDE
BY THE FOLLOWING TERMS AND CONDITIONS. |
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1. |
Affiliate
Program |
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The
Tweaking Tools Affiliate Program appoints persons
as authorized affiliates ("Affiliates") to promote
Tweaking Tools' software products ("Software").
Your appointment as an Affiliate is not automatic
and must be approved by Tweaking Tools. Tweaking
Tools may either approve or reject your application
to be an Affiliate in its sole discretion.
As an Affiliate, you will direct internet users
from your website (s) to the Tweaking Tools website
(www.tweakingtools.com),
or via email or other agreed marketing communications
to the Tweaking Tools website, with a view to
promoting Tweaking Tools and its products. Tweaking
Tools will pay you a commission for each sale
of Software sold on its website as a result
of such direct referrals. The level of commission
shall be determined by Tweaking Tools in its
sole discretion and, unless otherwise agreed,
will be set for the term of your appointment.
The manner through which you may promote or
market the Software (i.e., via website, newsletter
or other means) must be approved by Tweaking
Tools before you undertake the promotion or
relevant marketing campaign.
All commissions payable to you under the Affiliate
Program will generally be paid on a monthly
basis subject to paragraph 6 below.
All commissions payable to you are inclusive
of any and all taxes which may be levied on
the commissions by you (including goods and
services tax or value added taxes), but are
exclusive of any and all taxes and charges (such
as withholding taxes) which Tweaking Tools and/or
its billing provider is required to withhold
by law. No other monies will be payable to you
by Tweaking Tools in addition to the commissions
on any account whatsoever. |
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2. |
Term/Termination |
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This
agreement and your participation in the Affiliate
Program will commence from your appointment as
an Affiliate of Tweaking Tools, as advised to
you by Tweaking Tools, and may be terminated by
Tweaking Tools at any time with or without notice
to you. Failure to abide with these terms and
conditions may result in the immediate termination
of you appointment as an Affiliate.
Upon termination, you shall remove all trade marks,
logos or artwork of Tweaking Tools from your website,
and any reference or link from your website to
Tweaking Tools, the Software or other products
owned or marketed by Tweaking Tools and/or the
Tweaking Tools website. You must also cease any
other marketing communications or programs which
make reference to your affiliation with Tweaking
Tools or which include any Tweaking Tools logos,
artwork or trademarks.
Your obligations under paragraphs 3, 4 and 5 below
shall survive the termination of your appointment
as an Affiliate. |
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3. |
Affiliate
Obligations |
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As an
Affiliate, you shall: |
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ensure
that all materials presented on your website(s)
or in any email or other marketing communications
sent by you to promote Tweaking Tools
or the Software, represents Tweaking Tools
and the Software in a professional, accurate
and positive manner;
not use any
unsolicited or spam email to promote Tweaking
Tools and the Software;
provide your
own original website copy, images and
navigation to promote Tweaking Tools Software
on your website(s) or in any email or
other marketing communications and not
directly copy the Tweaking Tools website;
subject to paragraph
4 below, not use ad words which include
Tweaking Tools' trademarked company name
(Tweaking Tools), Software names (for
example, which would include, without
limitation, "Spyware Doctor", "Spam Monitor",
"Registry Mechanic", "Privacy Guardian",
"Tweaking Tools AntiVirus" and "File Recover")
or other Tweaking Tools' trade marks or
copyrighted material in any search engine
advertising or otherwise in the promotion
of your website(s);
as a sales agent
of Tweaking Tools, follow all direction
from Tweaking Tools as to the sales price
and recommended retail price of the Software,
as may be communicated from time to time;
keep up-to-date
all information on your website(s) and
in all direct marketing communications
pertaining to products of Tweaking Tools;
ensure that
your website(s) is regularly maintained
with up to date and relevant information
and that any direct marketing communications
used to promote Tweaking Tools or its
Software contain up to date information;
and
not endorse
Tweaking Tools or its Software on any
website or in any marketing materials
or communications which: |
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are designed to
distribute or promote Spyware, adware,
Trojans,
spy bots or key loggers;
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contain misleading
or deceptive marketing activities;
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involve or promote
violence;
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discriminate against
people based on race, sex, religion, nationality,
disability, sexual orientation, or age;
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are in any way
involved in illegal activities;
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violate the intellectual
property rights of Tweaking Tools or a third
party;
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do not have or
do not link to a clearly stated online privacy
policy; and/or
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contain any offensive
or inappropriate content or is otherwise
involved in any matter considered to be
offensive or inappropriate by Tweaking Tools.
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4. |
Use
of Tweaking Tools Intellectual Property |
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Tweaking
Tools hereby grants you a license to make use
of the Tweaking Tools name and logo on your website(s)
which relate to the Software and in any marketing
materials or communications for the Software.
The Tweaking Tools name and logo may only be used
on your website and in such marketing materials
in accordance with the instructions of Tweaking
Tools as may be specified by Tweaking Tools from
time to time. Such license will terminate upon
the termination of your appointment as an Affiliate.
You acknowledge and agree that your appointment
as an Affiliate in no way grants you intellectual
property rights or other rights in the Software,
other than the right to re-sell the Software as
granted by this Agreement. |
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5. |
Liability/Indemnity |
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In
the event any terms, conditions, representations
or warranties are implied by statute, common law
or equity (“Prescribed Terms”) into these
terms and conditions which cannot be lawfully
excluded, such Prescribed Terms will apply, save
that our liability for breach of any such Prescribed
Terms will be limited, to the extent permitted
by law, at our option, to any one or more of the
following: |
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a. |
in the
case of goods: |
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the
replacement of the goods to which
the breach relates or the supply of
equivalent goods; |
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ii. |
the repair
of the goods (including repair via
the release of an update); |
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iii. |
the payment
of the cost of replacing the goods
or of acquiring equivalent goods;
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iv. |
the payment
of the cost of having the goods repaired;
and |
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in the case of services: |
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the
supplying of the services again;
or |
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the payment
of the cost of having the services
supplied again. |
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If
our liability for breach of any Prescribed Terms
are capable of exclusion, they are hereby excluded
to the fullest extent permitted by law. Except
as provided by the Prescribed Terms (if any),
which are not capable of exclusion or limitation,
or as expressly set out in these terms and conditions: |
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| a. |
we make
no warranties in relation to the Affiliate
Program or any Software, including warranties
as to the performance or fitness for purpose
of the Software (other than we are entitled
to grant to you the rights set out in these
terms and conditions); and |
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you will not under
any circumstances have any cause of action
against, or right to claim or recover from
us for or in respect of any loss, damage
or injury (including without limitation
any loss of profit, indirect or consequential
loss, damage or injury) arising from your
membership of the Affiliate Program and
the promotion of Tweaking Tools' Software
or any breach of these terms and conditions. |
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We
will not be liable for any indirect or consequential
damages (including loss of profits, loss of data
or economic loss) arising out of a breach of these
terms and conditions or arising from your member
of the Affiliate Program or the promotion of Tweaking
Tools' Software. You agree that the maximum liability
that we may have to you for any and all breaches
of these terms and conditions will be, for any
one breach, the amount of the commission paid
to you for the 3 month period occurring prior
to the breach and, for all breaches, capped at
the total amount of the commission paid to you
under this Agreement. |
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You
acknowledge that you have exercised your independent
judgment in entering into the Affiliate Program
and have not relied upon any representations made
by us which have not been stated expressly in
these terms and conditions or upon any descriptions
or illustrations or specifications contained in
any document including catalogues or publicity
material produced by us. |
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6. |
Use
of Billing Engine |
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Tweaking
Tools makes use of a third party billing engine
which handles, among other things, the online
sale of Software and the payment of commissions
to its Affiliates. You cannot participate in the
Affiliate Program without using the third party
billing engine software. You will need to register
with such third party to make use of the billing
engine software. Through the billing engine software,
you will be able to view the number of successful
Software sales you have referred to Tweaking Tools
together with any commission payable to you. In
order to use the third party billing engine software,
you will be required to agree to the third party's
relevant terms and conditions regarding use.
Unless otherwise advised by Tweaking Tools, no
charges will be payable by you to the third party
billing engine provider in respect of the use
of their billing engine. |
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7. |
Governing
Law |
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These
terms and conditions shall be governed by and
construed according to the laws in force in
the Republic of Ireland. The parties hereby
irrevocably submit to and accept the exclusive
jurisdiction of the Courts of the Republic of
Ireland.
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If
you have any questions or require clarification
relating to these terms and conditions, please
contact Tweaking Tools online at
www.tweakingtools.com or by mail at
support@tweakingtools.com |
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