Affiliate Program Terms and Conditions
The following Affiliate Program Terms and Conditions (“Terms”) contain the complete terms and conditions that apply to Partner’s participation in the Cryptosteel Affiliate Program (“Affiliate Program”) and the establishment of links from Partner’s website to the Cryptosteel website located at “www.cryptosteel.com”.
Please note that definitions included in this Terms have the meaning assigned to them in the General Terms and Conditions published on www.cryptosteel.com, unless explicitly indicated otherwise.
(1) The Affiliate Program:
(a) The Company will make available to the Partner via Cryptosteel a variety of graphic, product, textual and other links as determined by the Company (“Link(s)”) subject to these Terms. The Links will serve to identify the Partner as a part of Cryptosteel Affiliate Program and will establish a link from the Partner’s website to Cryptosteel.
(b) When choosing to do so, the Partner agrees to display on its website only those Links that are provided by Cryptosteel, without any alteration or modification.
(c) To commence the process of enrolling as a Partner in the Affiliate Program, Partner may submit an enrollment application via Cryptosteel or as otherwise authorized by the Company.
(d) The Company, at its sole discretion, shall evaluate the Partner’s application and notify the Partner of acceptance or rejection of the application.
(e) The Company may reject the Partner’s application for any reason, including if the Company determines that Partner’s website is unsuitable for the Affiliate Program. Unsuitable websites include, without limitation, those that contain illegal, offensive, infringing content or content that the Company otherwise deems offensive.
(f) If the Partner is accepted into the Affiliate Program, the Partner shall notify the Company in writing of any significant changes to the content or structure of Partner’s website within ten (10) days of such change(s).
(g) Upon acceptance of the Partner by the Company, the Partner shall be allowed to place Links and becomes authorized to receive commission payments for sales of the Product(s) to any person who connects to Cryptosteel via a Link and pays the price for any Product directly due to the use of the Link and does not withdraw or otherwise cancel the Agreement within 30 days from the date of the Agreement (“Linked Customer”).
(2) Partner’s Responsibilities
(a) Partner will link its website to areas within Cryptosteel using special Links enabled to track referrals. Partner may post as many Links to the Cryptosteel website as the Partner deems fit. The position, prominence and nature of links on the Partner’s website shall comply with any requirements specified by Cryptosteel, but otherwise will be in the discretion of Partner.
(b) Partner agrees not to make any representations, warranties or other statements concerning Cryptosteel, the Company, any of the Products or services offered by the Company, except as expressly authorized by the Engagement, as determined by the Company.
(c) Partner shall not act as the agent or representative of the Company, in particular may only present and advertise the Product, its functions, advantages etc., but is not allowed to conclude agreements with the customers and perform any other actions related to conclude such agreement other than providing Links to the Company website.
(d) Partner is responsible for notifying the Company of any malfunctioning of the Links or other problems with Partner’s participation in the Affiliate Program. The Company shall use its best endeavors to respond promptly to all concerns upon notification by Partner.
(e) Partner agrees to abide by all applicable laws, including, without limitation, laws which prohibit a person or company from (a) installing spyware on another person’s computer, (b) causing spyware to be installed on another person’s computer, or (c) using a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising or other content on an Internet website in a way that interferes with a user’s ability to view the Internet website. Affiliates caught using outside technologies to compromise Cryptosteel infrastructure and resources will be terminated from the Affiliate Program.
(f) Partner’s domain names can not contain any variation of the words Cryptosteel at any time, nor can the website resemble Cryptosteel. Partner will not frame its website so that it is confusingly similar to Cryptosteel.
(g) Partner will direct customers only to Cryptosteel for the purchase or will purchase the Products only from Cryptosteel. Partner will use the Product images and descriptions only as provided by Cryptosteel and only in the manner consistent with these Terms for the promotion and sale of the Products.
(h) The Partner is only authorized to advertise promotion codes that are posted on the Cryptosteel website or within Cryptosteel advertiser area of the Affiliate Program in compliance with their effective date, unless otherwise pre-approved in writing by the Company.
(i) The Partner may not use Cryptosteel content on any website other than its registered Affiliate Program without the express written permission of the Company.
(a) The Company agrees to pay to the Partner the commission specified in Schedule no. 1 to these Terms if the Company sells to a Linked Customer if that Linked Customer has accessed Cryptosteel and purchased the product or service via a Link.
(b) A “Link” is a link from Partner’s website to Cryptosteel using one of the website addresses provided by the Company for use in the Affiliate Program if it is the last link to the Cryptosteel that the Linked Customer uses during a Session where a sale of a product or a service to the Linked Customer occurs and is not refunded or returned within 30 days. A “Session” is the period of time beginning from a Customer’s initial contact with Cryptosteel via a Link from the Partner’s website (as long as a 30-day cookie is valid, the Partner will be assigned to the sale) and terminating when the Customer either returns to Cryptosteel via a Link from a website other than Partner’s website or the engagement expires or is terminated, whichever occurs sooner.
(c) In case the Linked Customer clicks multiple Links from different Partners, the sale is assigned to the last Partner that set the cookie in the user’s browser before the sale occurred. If the Linked Customer makes multiple purchases, the Partner only receives commission for the first purchase.
(d) The Company shall have the sole right and responsibility for processing all orders made by Linked Customers. The Partner acknowledges that all agreements relating to sales to Customers shall be between the Company and the Linked Customer.
(e) All determinations of Links and whether a commission is payable will be made by the Affiliate Program, as determined by the Company, in its sole discretion, and will be final and binding on both the Company and the Partner. Prices for the Products will be set solely by the Company, in its discretion.
(f) Partner’s remuneration is calculated in gross amounts and shall be deducted by withholding taxes, if such occur to be applicable by United Kingdom or Partner’s local laws.
(g) If Partner is registered for VAT purposes and it is required by its local law to issue VAT invoice for performed services such remuneration will be paid based on invoice properly issued by the Partner.
(h) The Company reserves the right to verify local legal and tax regulations and fulfillment of such regulations by the Partner. If it occurs that the Partner does not abide by the local laws eg. does not issue proper invoices, receipts required by local provisions the Company is entitled to withhold any payments until all legal requirements will be fulfilled.
(4) Ownership and Licenses
(a) Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
(b) Subject to Partner abiding by the provisions of these Terms, the Company grants to the Partner a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, and other content (collectively “IP”) as designated during the registration process in the Affiliate Program, on Partner’s website solely for the purpose of creating links from Partner’s website to Cryptosteel as contemplated by these Terms.
(c) Except as expressly set forth in these Terms or permitted by applicable law, Partner may not copy, distribute, modify, reverse engineer, or create derivative works from the same IP. Partner may not sublicense, assign or transfer any such licenses for the use of rights in and to the same IP, and any attempt at such sublicense, assignment or transfer is void. Partner will not use nor negligently nor intentionally allow any third party to use the IP for any purpose other than to drive sales to the Cryptosteel website.
(d) Partner grants to the Company a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Partner solely for co-branding purposes or as a return link from Cryptosteel to Partner’s website. The Company will remove such graphic or banner ad upon Partner’s request.
(e) Licenses described above are granted only for purposes of advertising Cryptosteel products for purposes of sale and distributing of Cryptosteel by the Company. Due to purposes described above licenses are granted free of charge.
(a) The Partner hereby agrees to indemnify, defend and hold harmless the Company and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
(b) In no event shall either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages, even if informed of the possibility of such damages. Notwithstanding the foregoing, Partner shall be liable to the Company for any and all damages, losses or expenses (including attorneys’ fees and other costs of defense) incurred in connection with all suits, claims, demands, or liabilities whatsoever, in law and equity, arising out of or resulting in any way from any actual or alleged violation by Partner of these Terms.
(6) General Provisions
(a) By joining or participating in the Affiliate Program, Partner acknowledges to having read these terms and agrees to abide by them, which may be amended from time to time in the Company’s sole discretion. The Company shall notify Partner of any amendment by posting a notice on the Cryptosteel website and Partner continued participation in the Affiliate Program after such notice shall constitute Partner binding and legally enforceable agreement to such amendment.
(b) Either party may terminate any engagement at any time by deleting their acceptance of the engagement through Affiliate Program. Termination of an engagement shall not terminate these Terms or any other engagement.
(c) Either party may terminate the agreement concluded on the basis of these Terms at any time, for any reason, provided that they provide at least seven day prior written notice of such termination to the Company. Termination of the agreement shall also terminate any outstanding engagements. However, all rights to payment of the remuneration described in these Terms, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of that agreement until its fulfillment.
(d) Each party represents to the other that
- (i) it has the authority to enter into agreement and sufficient rights to grant any licenses granted hereby, and
- (ii) any material which is provided to the other party and displayed on the other party’s website will not:
- (A) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy;
- (B) violate any applicable law, statute, ordinance or regulation, including, without limitation, any anti-spam or other email or electronic commerce related law;
- (C) be defamatory or libelous;
- (D) be lewd, pornographic or obscene;
- (E) violate any laws regarding unfair competition, anti-discrimination or false advertising;
- (F) promote violence or contain hate speech; or
- (G) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines
- (iii) it shall not send any email or other form of electronic message or advertisement containing the other’s name, product, website address, metatag or any other type of identifier to any recipient unless the recipient has directly consented to receive such communication from the sender or sender has a pre-existing business relationship with the recipient; and
- (iv) it shall provide any recipient of such communication with the ability to “opt out” of further communications from the sender either by calling a toll free number or by sending an “unsubscribe” email to the sender.
(e) Except for the above representations neither party makes any representations or warranties to the other party, including, but not limited to any implied warranties of Cryptosteel or Product ability or fitness for a particular purpose.
(c) Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
(d) The agreement concluded on the basis of these Terms shall be construed and enforced in accordance with the laws of Great Britain. Any action to enforce that agreement shall be brought in the common court having its jurisdiction over the registered office of the Company.