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Affiliate terms & conditions
These Terms and Conditions form a part of the Affiliate Registration Form (the "Application") and represent the "Agreement" between (i) the-c-channel.com, fully owned by CARR Santos (the "Company") and (ii) the vendor or Affiliate (the "Affiliate" OR "You" ) specified in the Application and its specified Placement Agent, if any, jointly and severally. The "Site" refers to the website operated by the Company at www.the-c-channel.com, or shop.the-c-channel.com, travel.the-c-channel.com or wed.the-c-channel.com and the "Magazine" refers to the The C Magazine. The Company, fully owned by CARR Santos, is located in Portugal. The office and postal address is R Prof D Valente, 124, 1-F, 2765 Estoril, Portugal, VAT Number 203484746. Our emails are admin@the-c-channel.com for general enquiries. Our accounting department is accounting@the-c-channel.com. Our regional departments are na@the-c-channel.com (North America), latam@the-c-channel.com (Latin America), apac@the-c-channel.com (Asia-Pacific), Europe@the-c-channel.com (Europe).
1.1. DESCRIPTION OF THE SERVICE. The Company provides a space on its website for the Affiliate to promote its business, services and/or products.
1.2. DURATION OF THE CONTRACT. Unless otherwise stated in the registration form, contracts between the Company and You will have a duration of 12 months counting from the date of the registration form submission.
1.3. ADVERTISING. Advertising, banners, links, featured vendor/affiliate pages, and/or listings ("Advertising") shall be displayed in the issue, quantity and/or for duration indicated on the Application. Unless otherwise specifically set forth on the Application, there is a minimum guarantee of 100,000 minimum number of impressions per registration. The Company must make up for the shortfall by extending its obligations to deliver such number of impressions beyond the end of the term until such obligation is satisfied. The Company's determination as to the number of impressions delivered is binding on the Affiliate, absent manifest error.
2. PAYMENT. The Affiliate agrees to pay the Company the fee set forth on the Application. Unless otherwise stated, such fee shall be for advertising space, as specified in the Affiliate Registration Form only and does not include any other promotional services or products. Unless stated otherwise, all payments shall be due on the specified date and are payable in Euros (€) or USD ($).
3. CANCELLATION AND REFUNDS. The Affiliate can withdraw their application at any time by means of a written notice sent to withdraw@the-c-channel.com. A full refund will be granted if the written notice of withdrawal is received from the Affiliate during the specified period in your registration form. In this case, the Company is obliged to refund the Affiliate within a maximum of 10 working days. Notices of withdrawal made by You after the specified period shall not have a right to any refund.
3.1 RESULTS OR REFUND POLICY. The Company guarantees a full refund to any affiliate registered under the Corporate Plan that does not receive a guaranteed booking from a client that identifies himself/herself as a C Channel client during the 12 months of contract signed between the Company and the Affiliate. Refunds shall be made within a maximum of 10 working days after the day that marks the completion of the 12-month contract. No further charges shall be made to the Company. The Results or Refund Policy is only valid for and limited to applications received and payed for in the pre-launch period.
4.1. TERMINATION BY THE COMPANY. The Company may terminate these Terms at any time upon notice to You. Notwithstanding anything to the contrary herein, the Company may also, but has no duty to, immediately suspend or terminate Your Service, terminate Your access and password, remove Your Service from the Company servers, or remove any Content within the Service, if the Company concludes, in its sole discretion, that You (a) have breached, violated or acted inconsistently with the letter or spirit of these Terms, including any applicable in the Company Policy or any applicable law or regulation; (b) have provided false information as part of your Account Information, (c) are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services; or (d) are engaged in activities or sales that may damage the rights or reputation of the Company or others (each “Termination for Cause”). Any Termination For Cause by the Company will take effect immediately, and You expressly agree that You will not have any opportunity to cure. If Your Company ID is terminated for any reason, these Terms and Your access to the Service will also be terminated.
4.2. TERMINATION - LEGAL EVENT. In the event a ruling, regulation or order issued by a judicial, legislative or regulatory body causes the Company to believe that these Terms and/or the Service provided hereunder may be in conflict with such rules, regulations and/or orders, the Company may suspend or terminate the Service, or terminate these Terms without liability.
4.3. DELETION OF CONTENT. Upon any termination of the Service, the Company reserves the right to permanently delete from its servers any and all information and content contained in Your account or Service. The Company accepts no liability for such deleted information or content.
5. ADVERTISING MATERIAL. Unless otherwise set forth on the Application, the Affiliate shall provide to the Company all necessary copy, artwork, text and graphic files, photographs, graphics, other textual and pictorial material and/or logos (the "Advertising Materials"). The Affiliate hereby grants to the Company a worldwide license to use, sub-license, disclose, publicly display, reproduce, modify, adapt, transmit, and distribute the Advertising Materials and the Advertising solely for purposes of complying with the Company's obligations hereunder. All Advertising Materials must be submitted by the specified closing or posting dates, shall be subject to the Company's approval and shall conform to the Company's specifications and quality guidelines. Any Advertising Materials or other content supplied or produced by the Company that is not paid for shall be for the exclusive use of, and shall be owned by, the Company. Any other use of such Company-provided materials or content shall be strictly prohibited, shall be an infringement of copyright, and shall be subject to the payment of compensation. The Company reserves the right not to post or include any Advertising Materials or Advertising submitted by the Affiliate and has the absolute right to reject or remove any Advertising or any URL embodied within any such Advertising Materials. The Company assumes no responsibility or liability for any loss of or damage to Advertising Materials in transit to or from, or while in the possession of the Company. Unless otherwise set forth on the Application, the placement and/or location of Advertising in the Magazine or on the Site shall be determined in the sole discretion of the Company. The Company shall have sole control over the design, layout and content in the Magazine and on the Site and shall be solely responsible for determining which regions and product categories are included in the Affiliate Directory. The Affiliate acknowledges that it owns no interest in the Site, the Featured Affiliate Pages, the Magazine, or any unpaid Advertising Materials or other content supplied or provided by the Company, including in any intellectual property rights or any derivative works based thereon; provided, however, that the Affiliate shall retain ownership of all Advertising Materials in the form originally provided to the Company. The Affiliate represents and warrants to the Company that (i) it holds all the necessary rights to permit the use of the Advertising Materials by the Company in accordance with this Agreement;(ii) neither the use, reproduction, distribution, transmission, or display of Advertising Materials submitted by it, or incorporating materials or content provided by it, nor any material to which users can link to through the Site, the Advertising Materials or other Company-sponsored advertising vehicles, will violate any laws or any rights of any third parties, including, but not limited to, infringement of any copyright, patent, trademark, or other right, false advertising, unfair competition, defamation, invasion of privacy or rights of celebrity, or any other right of any person or entity. Unless otherwise stated on the Application, the Affiliate shall not be permitted to make alterations to the material submitted during the Term stated on the contract without prior consent from the Company.
6.0 INTELLECTUAL PROPERTY
8.1 Except for the rights expressly granted herein, this Agreement does not transfer from the Company to You any of the Company developed, licensed or owned technology, and all rights, title, and interest in and to such technology will remain solely with the Company. The parties agree that they will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the other party.
6.2 Notwithstanding anything to the contrary in this Agreement, You will not attempt to prohibit or enjoin the Company at any time from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of the Company.
6.3 The Company may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act, and You expressly authorize the Company to comply with any and all lawful notices, subpoenas, court orders or warrants without prior notice to You.
6.4 You will not use the Company’s name or any language, pictures or symbols which could, in the Company’s sole judgement, imply the Company’s identity in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without the Company’s prior written consent. You agree that any and all press releases and other public announcements related to this Agreement and subsequent transactions between the Company and You, including the method and timing of such announcements, must be approved in advance by the Company in writing. the Company reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of Your obligation regarding public announcements shall be a material breach of these Terms.
6.5 The Company, and other Company product and service names, and all of their related logos, are each trademarks of the Company (the "Company Marks"). Without the Company's prior written permission, you agree not to display or use in any manner, the Company Marks.
7. UNSUBSCRIBE LIST. If, pursuant to the terms of the Application, the Company will be sending e-mails on behalf of The Affiliate to the Company's database, The Affiliate will provide the Company (upon its request for each separate mailing) with a complete, accurate and up-to-date list of all Internet users that have opted-out of receiving e-mails from, or on behalf of, the Affiliate (the "Unsubscribe List"). The Company agrees to use such Unsubscribe List solely for purposes of complying with applicable law regarding the sending of unsolicited e-mails and agrees not to otherwise disclose information contained on such List to any third party or use such information in any other way. Upon the request of the Affiliate, the Company shall destroy such Unsubscribe List upon conclusion of each mailing. In addition, unless otherwise specifically agreed to in writing in advance of each mailing, Company shall have no responsibility for providing the Affiliate with a list of those users that opt-out of receiving emails from the Affiliate (by contacting the Company directly or from within the mailing sent by the Company). If the Affiliate wants to have access to such information, the Affiliate must notify the Company in advance of each mailing and the Company shall include a mechanism for users to contact the Affiliate directly to opt-out.
8. USER DATA. If, pursuant to the terms of the Application, the Company will be providing Affiliate with a list of names, addresses, and/or e-mail addresses collected by the Company ("User Data"). Such data shall be used solely for marketing purposes of the Affiliate and for no other purpose, entity or business. Affiliate shall not (and shall not allow others to) (i) use User Data for trade shows, exhibitions, special events, or other promotions in which parties other than Affiliate participate, (ii) engage in any form of high-pressure sales tactics or "spamming", or (iii) use User Data to distribute any promotional or other material of any third party (i.e., non-Affiliate) or its business. Affiliate acknowledges that User Data is the sole property of The Company and The Affiliate hereby agrees (i) not to disclose, sell, sub-license, or make known any such information to any third party and (ii) to ensure that all e-mail communications to names contained in the User Data shall provide a clear and conspicuous opportunity for the recipient to opt out of receiving future communications from The Affiliate, which shall be honored by The Affiliate. User Data shall not be provided unless and until all outstanding invoices are paid in full. The Company may, from time to time, share data received from Affiliates with third parties who wish to offer products and services that may be of interest to our Affiliates.
9. LIMITATION OF LIABILITY.
IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, CO-BRANDERS, SHAREHOLDERS, EMPLOYEES AND AGENTS BE LIABLE TO AFFILIATE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF THE COMPANY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Company's liability to the Affiliate for any act, error or omission (including any error in, or failure to display or publish, any Advertising Materials or Advertising), regardless of whether the claim is based in contract or tort, shall not exceed the amount paid by The Affiliate with respect to the portion of the Advertising to which such act, error or omission occurred. Editorial coverage is entirely at the discretion of the Company or the Editor and does not form part of this Application. The Magazine will not be liable for any errors or omissions arising from such coverage.
The Affiliate is solely responsible for all goods and services offered, distributed or sold by it and shall be solely responsible for all billing, shipping and fulfillment thereof, returns and customer service and the payment of all sales, use, excise and other taxes imposed with respect to the sale of such goods and services. The Affiliate agrees to implement adequate security protections to ensure the privacy of user information and The Affiliate agrees not to disclose such user information to any third party or use such information in any way except for the fulfillment of the user's Application or as otherwise expressly authorized by users after full disclosure of the intended use of such information. The Affiliate agrees to indemnify The Company and its affiliates against all costs and expenses, including reasonable legal fees and expenses, in connection with any claims made by any third party (i) that the Advertising Materials infringe any intellectual property or other rights of any third person, (ii) related to the business, goods, or services of the Affiliate, (iii) in connection with Affiliate's use of any Lead List or (iv) resulting from the failure or refusal of Affiliate to provide its Unsubscribe List to the Company or otherwise resulting from the receipt of an e-mail by an Internet user that has previously opted out from receiving e-mails from, or on behalf of, The Affiliate. The Company agrees to indemnify the Affiliate and its affiliates against all costs and expenses, including reasonable legal fees and expenses, in connection with any claims made by any third party (i) that the materials contained on the Company's website (other than Advertising Materials provided by Affiliate) infringe any intellectual property or other rights of any third person, (ii) related to the business, goods, or services of the Company, or (iii) in connection with the Company's use of its user data or its emailing practices (other than resulting from the failure or refusal of Affiliate to provide its Unsubscribe List to the Company or otherwise resulting from the receipt of an e-mail by an Internet user that has previously opted-out from receiving e-mails from, or on behalf of, Affiliate).
10. ASSIGNEMENT. Except as expressly set forth herein, You may not assign Your rights or delegate Your duties under this Agreement either in whole or in part without the prior written consent of the Company, and any attempted assignment or delegation without such consent will be void. the Company may assign this Agreement in whole or part. The Company also may delegate the performance of Services to third parties, including the Company affiliates. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
11. RELATIONSHIP OF PARTIES. This Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between the Company and You. Neither the Company nor You will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.
12. FORCE MAJEURE. Neither party will be liable for delay or default in the performance of its obligations (including delay in the publication, delivery or distribution of the Magazine or Site) under this Agreement (other than for non-payment by Affiliate) if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, storm, acts of war, government interference, strikes and/or walkouts. The Company does not guarantee the specific date of publication of the Magazine or the posting of any Advertising on the Site.
13. GENERAL. The Company reserves the right, in its sole discretion, to change, modify, add or remove all or part of these Terms, including but not limited to any term, applicable fee, policy, or guideline, at any time without notice or acceptance by You. Regardless of whether the Company has provided You individual notice, Your continued use of the Service following the Company’s notice or posting of changed Terms will constitute Your acceptance of such changes. It is Your responsibility to check regularly for changes to the Terms and ensure that any contact information You provide to the Company is updated and correct.
This Agreement will be governed by and construed in accordance with the laws of Portugal. The jurisdiction of a Portuguese court and/or one within the European Union shall have exclusive jurisdiction and venue over all controversies in connection herewith, and each party hereby consents to such exclusive and personal jurisdiction. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. No terms, conditions, representations or warranties other than those set forth in the Application or this Agreement, including those appearing on any other contracts, insertion Applications or copy instructions or inserted or required by an agency or Affiliate, shall be binding on The Company. In the event of any inconsistency between the Application and this Agreement or any such other contracts, insertion Applications or copy instructions, this Agreement shall control. The Application and this Agreement constitute the entire agreement between parties with respect to the subject matter hereof and supersedes all previous proposals and agreements.
14. NOTICES. Notices under these Terms shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to the Company, such notices shall be addressed to admin@the-c-channel.com or Rua Prof D Valente, 124, 2765 Estoril, Portugal. If to You, such notices shall be addressed to the electronic or mailing address specified when You opened Your account, or such other address as either party may give the other by notice as provided above. the Company may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to You generally on the Service.
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