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These conditions set out the terms upon which affiliates generate income through officially tracked client referrals and the relevant fees between you (you, the affiliate) and us (Affiliate Squared Limited t/a The SOFA Network, Suite 1, 1-9 Ingrave Road, Wilsons Corner, Brentwood, CM15 8AP, under Company number 07510763, (we, A2) will be undertaken.
A2 has developed and operates a service (The Social Affiliate Network – SOFA), which allows you to earn money by placing a link on your social media to one or several websites displaying general company specific information, product(s), current affairs, news or other promoted content or to external and preapproved voucher codes for clients (merchants) registered and connected to A2.
In order to use the service you must accept the conditions of this Agreement and become authorised as an "Affiliate". Please read this Agreement carefully. By clicking on the "Register" button you accept the conditions of this Agreement. You are not allowed to use the service if you do not accept the provisions of this Agreement.
You must be accepted by A2 and in certain cases by the company (merchant) to whose Affiliate Program you would like to be registered before you can become an Affiliate of said merchant. You will be informed through your dashboard on the Sofa Network website www.sofanetwork.com when/if you have been accepted as an Affiliate.
Now therefore, you hereto agree to the following binding terms of the agreement.
The following terms when used in this Agreement shall have the following meanings:
"Linked Website" - means a Website to which the Affiliate has placed a link on their Social Media and which is connected to an Affiliate Program for a merchant registered at A2.
"Visitor" - means any person who clicks on a link placed on the Affiliate’s social media and thereby is connected to a Linked Website.
"Click" - means a click by a Visitor on a link on the Affiliate’s social media serving a Linked Website to the Visitor's browser.
"Lead" - means a Visitor who is connected to a Linked Website by the Affiliate and who has completed a definite act at the Linked Website, for example made a registration as a user.
"Transaction/sale" - means a Visitor who is connected to a Linked Website by the Affiliate and who has completed an agreement to buy a product, service or anything else supplied on the Linked Website.
"Traffic" - is a collective term for valid Clicks, Leads and Transactions/sales.
"Artificial Traffic" - is a collective term for invalid Clicks, Leads and Transactions, which may originate (for example and without limitation) from automatic openings, spiders, robots, adware or spyware, requests in e-mail or chat rooms, script generators, placing links on other non-preapproved mediums or websites other than informed, the automated redirection of visitors from mistyped or misspelled domain names, Clicks which are not generated by a browser, phone or tablet, Clicks which are not preceded by an active act of a Visitor who wants to reach a certain website.
"Affiliate Program" - is a program owned and operated by A2 for a merchant on A2's website which the Affiliate can join. These include websites, products, links and voucher codes to be shared by Affiliates to followers through their social media accounts.
The Affiliate is allowed to place links on his social media to websites which have an Affiliate Program registered at A2. Relevant programs, merchants, products, links and voucher codes can be found through the Affiliates’ dashboard in their account area.
The Affiliate is allowed to place links in emails and other mediums to websites which have received pre-approval as advised through the Affiliate’s dashboard in their account area.
Any Affiliate Program may be amended or terminated at any time. Information about the Affiliate Programs will be available on the SOFA Network website, www.sofanetwork.com. The Affiliate must keep himself informed of any amendments of Affiliate Programs, in particular if a registered merchant has terminated its Affiliate Program or changed the conditions for remuneration to Affiliates. The Affiliate must comply with the requirements of the Affiliate Program including in particular any stipulations as to the nature and content of the Affiliate's social media posts and the use of third party or other Affiliate trademarks and logos.
A2 reserves the right to modify, amend, change or terminate A2's service. The Affiliate will be notified of all such changes by e-mail or by an announcement on the SOFA Network website. If the Affiliate does not accept the changes the Affiliate must immediately cease to use the service and delete all links to Linked Websites.
Obligations of the Affiliate
The Affiliate is solely responsible for their social media posts and its contents and shall ensure that they conform at all times to all applicable laws and regulations.
The Affiliate hereby undertakes to ensure custom social media posts do not contain any defamatory or insulting material or any material potentially damaging to the applicable merchant brand.
The Affiliate hereby undertakes to comply with all applicable EU- and national laws and regulations in force from time to time including, but not limited to, the EU-directive 2002/58/EC.
If the Affiliate is a natural person they must be at least 18 years of age. If the Affiliate has not reached the age of 18 a parent must give their consent to the registration to A2's service and the registration of an Affiliate below the age of 18 without parental consent will be ineffective.
The Affiliate warrants that the information furnished to A2 about himself is correct, complete and sent in due order and that the information corresponds to actual facts. The Affiliate must notify A2 immediately of any changes in the information by updating the information about themselves on A2's website. If the Affiliate is a limited company A2 must be provided with the Affiliate full registered name, company registration number, registered office, trading address if different and VAT number if registered. If the company is based in the UK we will undertake a companies house check and may electronically identify all directors and shareholders holding over 25% of shares. For companies based abroad we may require a certificate of incorporation and official documents detailing shareholding and directorships – we may then require ID documents along with official recent proofs of address for all directors and shareholders holding over 25% of shares.
The Affiliate warrants either that the rights to all information and content posted to the Affiliate's social media belong to the Affiliate or that the owner of the rights to the information and content on the Affiliate’s social media has given his explicit permission to their publication. The Affiliate also warrants that the information and content on the social media post do not infringe any rights of third parties, including Intellectual Property Rights, and that such information and content is not offensive, prohibited or questionable in any way. Examples of such content are, but not limited to, pornography, racism and hate content, adware, spyware, Peer2Peer and file sharing.
The Affiliate must not in any way generate or contribute to generating Artificial Traffic to Linked Websites.
The Affiliate must notify A2 immediately of any known or suspected improper or wrongful use of the Affiliate's links to A2's website and/or an Affiliate Program or of A2's service in any way whatsoever.
Obligations of A2
A2 undertakes to monitor and register the Traffic generated by the Affiliate's social media posts to Linked Websites, in accordance with the service provided by A2.
A2 will collect and pay to the Affiliate all amounts due to them arising from this Agreement.
The conditions of remuneration for each Affiliate Program are published on the SOFA Network website and shall apply at all times. The Affiliate therefore agrees to "self-billing", which means that A2 will create the invoice on behalf of the Affiliate. VAT (if applicable) is added to the remuneration shown on A2's website.
Subject to clause 5.3, payment of accumulated remuneration to the Affiliate shall be made monthly in arrears provided that the Affiliate has generated valid Traffic and that A2 has received payment from each Merchant with whose Affiliate Program the Affiliate has registered.
Payment of remuneration will only be made if one month prior to the payment date the Affiliate is due an amount of at least GBP £10 or EUR €20 or USD $20 or CAD $20 and if A2 has received full payment for these transactions from Merchants. An amount due of less than GBP £10 or EUR €20 or USD $20 or CAD $20 will be accumulated to the next payment and will be included in the amount to be paid out at the next payment date, again provided that the minimum amount of at least GBP £10 or EUR €20 or USD $20 or CAD $20 is due one month prior to that payment date. All payments are calculated upon the total Traffic generated up to the end of one month prior to the month of payment. Accumulated amounts do not accrue any interest.
Nothing in this Agreement shall create or be deemed to create, a partnership or relationship of employer and employee between A2 and the Affiliate.
Payment to the Affiliate will be made directly to the Affiliate's bank account or payment card. The Affiliate must specify through their dashboard the details of their bank account (including name and branch of the bank, sort code of the branch and the Affiliate's account number), or alternatively the payment card details they wish to be paid out onto.
The Affiliate is responsible for the payment of all tax and national insurance payable on any payments made to him by A2.
Limits on A2's Liability
A2 cannot guarantee or warrant the performance of A2's service or the links to any linked websites.
A2 shall not be liable for costs and damages incurred by the Affiliate arising out of this Agreement unless caused directly by the negligence of A2 in providing its service. A2 shall not in any circumstances be liable for indirect or consequential damages and costs incurred by the Affiliate for any reason whatsoever.
A2 will not be liable for defects in the service, interruptions in the accessibility to the service, infringements on data or loss of data on the information handling system, defects in the security system or viruses or other harmful software components in A2's service or for any damage caused by viruses or components to the service, the Affiliate software and/or the Affiliate's social media. A2 shall not be liable for any error in the implementation of the links on the Affiliate’s social media or for the specified function of the links.
A2 shall not be liable if merchants, which have registered Affiliate Programs at A2, do not fulfil their obligations according to their Affiliate Programs and A2 shall not be liable in any way for any agreements made directly between the Affiliate and such merchants.
Term and Termination
This Agreement shall come into force upon your acceptance as an Affiliate and shall remain in effect until terminated.
The Affiliate is entitled to terminate this Agreement with immediate effect at any time. The Affiliate must cease to use the service immediately upon the termination of this Agreement and delete all links to Linked Websites.
A2 is entitled to terminate this Agreement and/or suspend the Affiliate from A2's service or from a certain company's Affiliate Program if:
A2 considers the Affiliate or the content of his social media posts inappropriate in any way.
A2 is requested to do so, for any reason, by a merchant to whose Affiliate Program the Affiliate is registered.
The Affiliate acts fraudulently or illegally in any way or the Affiliate generates or tries to generate Artificial Traffic to Linked Websites or the Affiliate in any other way breaches any of the provisions of this Agreement.
The Affiliate does not comply with any law or regulation as set out in section 3.2
Upon suspension of the Affiliate from a particular company's Affiliate Program, the Affiliate shall immediately delete all links to that particular merchant’s website.
Upon termination of this Agreement, A2 shall inform the Affiliate immediately through the SOFA Network website and the Affiliate shall immediately cease to use the service and delete all links to Linked Websites.
This Agreement expires immediately on termination and no remuneration will be paid to the Affiliate for the Affiliate Program or Programs in question.
The Affiliate shall keep A2 indemnified against any claims for damages or other claims for compensation arising from the contents of the Affiliate's posts or any incorrect information given to A2 by the Affiliate. The Affiliate shall also compensate A2for any other damages or costs caused by the Affiliate's improper, negligent or unauthorised use of A2's service and technical problems or loss of data caused by the Affiliate on the SOFA Network website or on any website to which the Affiliate is linked by A2 or The SOFA Network.
Assignment of the Agreement
The Affiliate may not assign or pledge his rights or obligations under this Agreement in whole or in part to any third party without the prior written consent of A2. The Affiliate agrees that A2 may assign its rights and obligations under this Agreement and divulge or transfer information about the Affiliate's social media posts, website, e-mail etc to any third party.
The Affiliate consents to the publication of the Affiliate’s name and social media link etc at A2's website and to A2 sending newsletters etc to the Affiliate's e-mail address and using the information given by the Affiliate for marketing purposes.
If any provision of this Agreement or part thereof should to any extent be or become invalid or unenforceable, the parties shall agree upon any necessary amendment of the Agreement in order to achieve the interests and objectives of the parties prevailing at the time of execution of the Agreement.
Intellectual Property Rights
A2 owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service. The Affiliate does not acquire any rights or licences whatsoever under this Agreement other than to use links to Linked Websites on the terms of this Agreement.
A2 shall not be liable for the legality of A2's service in countries other than the United Kingdom. The Affiliate is solely responsible for the legality of the use of the service if the Affiliate is registered to A2's service from a country other than the United Kingdom or if the Affiliate's website is on a server in a country other than the United Kingdom.
This Agreement shall be governed by, and construed in accordance with the laws of England.
If any dispute arises out of this Agreement the Parties will attempt to settle it by mediation in accordance with the Model Mediation Procedure of the Centre for Dispute Resolution ('CEDR') or such other mediation procedure as the parties may agree in writing.
To initiate the mediation one Party must give notice in writing ('the ADR Notice') to the other Party requesting a mediation in accordance with this clause. The mediation is to take place not later 28 days after the giving of the ADR Notice. If there is any issue upon which the Parties cannot agree within 14 days after the giving of the ADR Notice, CEDR (or such other mediation body as the Parties may have agreed) will, at the request of either Party, decide the issue for the Parties, having consulted with them.