Please read the entire agreement. This is a legal agreement
between you and Sanuku APM Limited trading as SANUS-q.com. By submitting the
online application, you are agreeing that you have read and understood the
terms and conditions of this agreement and that you agree to be legally
responsible for each and every terms and condition
This Agreement contains the complete terms and conditions that
apply to you becoming an affiliate in the Sanuku APM Limited Affiliate Program.
The purpose of this Agreement is to allow HTML linking between your web site
and the SANUS-q.com web site. Please note that throughout this Agreement,
"we", "us", "our" and “ours” refer to Sanuku APM
Limited, and "you," "your," and "yours" refer to
2.0. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and
submit the online application. We may reject your application at our sole
discretion. The primary consideration will be the relevance of your website to
that of ours.
2.2. As a member of our
Affiliate Program, you will have access to Affiliate Account Manager. Here you
will be able to review our Program, download HTML code (that provides for links
to web pages within the SANUS-q.com web site), banner creatives, browse and get
tracking. In order for us to accurately keep track of all guest visits from
your site to ours, we suggest you use the HTML code that we provide for each
banner, text link, and affiliate links.
2.3. We reserve the right, at any time, to review your placement
and approve the use of Your Links and require that you change the placement or
use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your
responsibility. We may monitor your site as we feel necessary to make sure that
it is up-to-date and to notify you of any changes that we feel should enhance
2.5. It is entirely your responsibility to follow all applicable
intellectual property and other laws that pertain to your site. You must have
express permission to use any person's copyrighted material, whether it be a
writing, an image, or any other copyrightable work. We will not be responsible
(and you will be solely responsible) if you use another person's copyrighted
material or other intellectual property in violation of the law or any third
3.0 Our Rights and Obligations
3.1. We have the right to monitor your site at any time to
determine if you are following the terms and conditions of this Agreement. We
may notify you of any changes to your site that we feel should be made, or to
make sure that your links to our web site are appropriate and to notify further
you of any changes that we feel should be made. If you do not make the changes
to your site that we feel are necessary, we reserve the right to terminate your
participation in the our Affiliate Program.
3.2. We reserve the right to terminate this Agreement and your participation
in our Affiliate Program immediately and without notice to you should you
commit fraud in your use of our Affiliate Program or should you abuse this
program in any way. If such fraud or abuse is detected, we shall not be liable
to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your
Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or
without cause, by giving the other party written notice. Written notice can be
in the form of email. In addition, this Agreement will terminate immediately
upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement
at any time at our sole discretion. In such event, you will be notified by
email. Modifications may include, but are not limited to, changes in the
payment procedures and our Affiliate Program rules. If any modification is
unacceptable to you, your only option is to end this Agreement. Your continued
participation our Affiliate Program following the posting of the change notice
or new Agreement on our site will indicate your agreement to the changes.
Affiliate commissions will be calculated on a monthly basis and paid no sooner than 60-days from the last day of the relevant month in which
the commission was generated. (Other methods of payment may be possible at our
discretion.). This is to ensure all refunds available to your customers have been claimed and settled. Payouts will be made on
balances of €200 and above in commissions. Payments are made only via bank transfer (there may be exceptions),
and all charges in this regard must be borne by the affiliate. We reserve the
right to disqualify an order from attracting an affiliate commission if it is
clear the particular order in question was made by a person associated with the
affiliate other than by way of a third party visitation to the affiliate's
website(s) or from a promotion from the affiliate.
7.0 Access to Affiliate
You will create a password so that you may enter your secure
affiliate account interface. From here you will be able to receive your reports
that will describe our calculation of the commissions due to you.
8.0 Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally
any promotion that mentions SANUS-q.com could be perceived by the public or the
press as a joint effort. You should know that certain forms of advertising are
always prohibited by us. For example, advertising commonly referred to as
"spamming" is unacceptable to us and could cause damage to our name
and yours. Other generally prohibited forms of advertising include the use of
unsolicited commercial email (UCE), postings to non-commercial newsgroups and
cross-posting to multiple newsgroups at once. In addition, you may not
advertise in any way that effectively conceals or misrepresents your identity,
your domain name, or your return email address. You may use mailings to
customers to promote SANUS-q.com so long as the recipient is already a customer
or subscriber of your services or web site, and recipients have the option to
remove themselves from future mailings. Also, you may post to newsgroups to
promote SANUS-q.com so long as the news group specifically welcomes commercial
messages. At all times, you must clearly represent yourself and your web sites
as independent from SANUS-q.com. If it comes to our attention that you are
spamming, we will consider that cause for immediate termination of this
Agreement and your participation in our Affiliate Program. Any pending balances
owed to you will not be paid if your account is terminated due to such
unacceptable advertising or solicitation.
8.2. Affiliates who exclusively bid in their Pay-Per-Click
campaigns on keywords such as SANUS-q.com, SANUS-q, www.SANUS-q
and/or any misspellings or similar alterations of these – be it separately or
in combination with other keywords – and do not direct the traffic from such
campaigns to their own website prior to re-directing it to ours, will be
considered trademark violators, and will be banned from our Affiliate Program.
We will do everything possible to contact the affiliate prior to the ban.
However, we reserve the right to expel any trademark violator from our
affiliate program without prior notice, and on the first occurrence of such PPC
8.3. Affiliates are not prohibited from keying in prospect’s
information into the lead form as long as the prospects’ information is real
and true, and these are valid leads (i.e. sincerely interested in SANUS-q’s
8.4. Affiliates shall not transmit any so-called
“interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance
Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or
“deceptive pop-ups and/or pop-unders” to consumers from the time the consumer
clicks on a qualifying link until such time as the consumer has fully exited SANUS-q’s
site (i.e., no page from our site or any of our content or branding is visible
on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic
Marketing” shall mean an application that (a) through accidental or direct
intent causes the overwriting of affiliate and non affiliate commission
tracking cookies through any other means than a customer initiated click on a
qualifying link on a web page or email; (b) intercepts searches to redirect
traffic through an installed software, thereby causing, pop ups, commission
tracking cookies to be put in place or other commission tracking cookies to be
overwritten where a user would under normal circumstances have arrived at the
same destination through the results given by the search (search engines being,
but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar
search or directory engines); (c) set commission tracking cookies through
loading of SANUS-q site in IFrames, hidden links and automatic pop ups that
open SANUS-q.com’s site; (d) targets text on web sites, other than those web
sites 100% owned by the application owner, for the purpose of contextual
marketing; (e) removes, replaces or blocks the visibility of Affiliate banners
with any other banners, other than those that are on web sites 100% owned by
the owner of the application.
9.0 Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable,
revocable right to (i) access our site through HTML links solely in accordance
with the terms of this Agreement and (ii) solely in connection with such links,
to use our logos, trade names, trademarks, and similar identifying material
(collectively, the "Licensed Materials") that we provide to you or
authorize for such purpose. You are only entitled to use the Licensed Materials
to the extent that you are a member in good standing of our Affiliate Program.
You agree that all uses of the Licensed Materials will be on behalf of us and
the good will associated therewith will inure to our sole benefit.
9.2. Each party agrees not to use the other's proprietary
materials in any manner that is disparaging, misleading, obscene or that
otherwise portrays the party in a negative light. Each party reserves all of
its respective rights in the proprietary materials covered by this license.
Other than the license granted in this Agreement or separately in writing, each
party retains all right, title, and interest to its respective rights and no
right, title, or interest is transferred to the other.
SANUS-Q.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR
WARRANTIES REGARDING SANUS-Q.COM SERVICE AND WEB SITE OR THE PRODUCTS OR
SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF SANUS-Q.COM ABILITY,
FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED
AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR
SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE
CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11.0 Representations and
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and
delivered by you and constitutes your legal, valid, and binding obligation,
enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter
into and be bound by the terms and conditions of this Agreement and to perform
your obligations under this Agreement, without the approval or consent of any
11.3. You have sufficient right, title, and interest in and to
the rights granted to us in this Agreement.
12.0 Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER
OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER
LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL
OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR
GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE
CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUR CUMULATIVE
LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN
CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE
THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless Sanuku APM
Limited, and its subsidiaries and affiliates, and their directors, officers,
employees, agents, shareholders, partners, members, and other owners, against
any and all claims, actions, demands, liabilities, losses, damages, judgments,
settlements, costs, and expenses (including reasonable attorneys' fees) (any or
all of the foregoing hereinafter referred to as "Losses") insofar as
such Losses (or actions in respect thereof) arise out of or are based on (i)
any claim that our use of the affiliate trademarks infringes on any trademark,
trade name, service mark, copyright, license, intellectual property, or other
proprietary right of any third party, (ii) any misrepresentation of a
representation or warranty or breach of a covenant and agreement made by you
herein, or (iii) any claim related to your site, including, without limitation,
content therein not attributable to us.
All confidential information, including, but not limited to, any
business, technical, financial, and customer information, disclosed by one
party to the other during negotiation or the effective term of this Agreement
which is marked "Confidential," will remain the sole property of the
disclosing party, and each party will keep in confidence and not use or
disclose such proprietary information of the other party without express
written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and
nothing in this Agreement will create any partnership, joint venture, agency,
franchise, sales representative, or employment relationship between you and Sanuku
APM Limited. You will have no authority to make or accept any offers or
representations on our behalf. You will not make any statement, whether on Your
Site or any other of Your Site or otherwise, that reasonably would contradict
anything in this Section.
15.2. Neither party may assign its rights or obligations under
this Agreement to any party, except to a party who obtains all or substantially
all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in
accordance with the laws of Hong Kong without regard to the conflicts of laws
and principles thereof.
15.4. You may not amend or waive any provision of this Agreement
unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us
and you, and shall supersede all prior agreements and communications of the
parties, oral or written.
15.6. The headings and titles contained in this Agreement are
included for convenience only, and shall not limit or otherwise affect the
terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid
or unenforceable, that provision shall be eliminated or limited to the minimum
extent necessary such that the intent of the parties is effectuated, and the
remainder of this agreement shall have full force and effect.