Terms of Affiliate Program
These are the conditions of The Agency which may be updated from time to time by notification in writing. Unless expressly agreed otherwise, where there is any inconsistency between the provisions hereof and the Service Website, the provisions of these conditions will apply. These conditions together with the completed Agreement will govern continuing business between the
Advertiser and the Affiliate. The consideration of this agreement shall be the good and valuable promises it contains and also the mutual exchange of £1, receipt of which is mutually acknowledged:

1. Introduction and Definitions

1.1 In the “Agreement”, the following words and expressions shall have the following meanings:
“Action” is an action by a User measured on STICKY AFFILIATES, including, but not limited to, impressions, clicks, sales, calls;
“Advertisement” means a commercial message, including in banner or text form and displayed on either a website or email, which enables the viewer to click on it to be taken directly via a hyperlink to a specific internet destination of an Advertiser;
“Advertiser” means a company or other person seeking to market its goods and services through Advertisements;
“Advertiser Link” means the hyperlink to the Advertiser Website in the form agreed between The Agency and the Advertiser including the logos of the Advertiser in banner form and any embedded code;
“Advertiser Website” means the Advertiser’s website to which those interacting with Advertisements are taken;
“Affiliate” means the company or other person entering into the agreement with The Agency;
“Affiliate’s Account” means an account dedicated to the Affiliate maintained within STICKY AFFILIATES;
“Affiliate Website” means the Affiliate’s website documented in the Signup information;
“Agreement” shall mean the agreement made between The Agency and the Affiliate which shall consist of the provisions of this document and any terms and conditions that are intended to be binding on the Affiliate which are set out by The Agency on the Service Website from time to time;
“Chargeback” means the sum due to The Agency by the Affiliate in respect of any Valid Action which has subsequently been cancelled on the instructions of the Advertiser after Sales Validation, on the basis that the transaction in question resulted from an Invalidated Action, or was never concluded, or the lead in question was never realised;
“Commencement Date” means the date that the Affiliate submits all Signup information and upon which the agreement comes into full force and effect;
“Commission” means, where applicable, the rate of commission due to the Affiliate calculated on a CPM, CPC or CPA basis;
“CPA” is an advertisement payment model in which payment is based only on qualifying actions and for the purposes of this contract also means the cost incurred to the merchants for each one of qualifying actions that the advertiser’s website generates;
“CPC” is an advertisement payment model in which payment is based on the number of clicks potential customers perform on the merchants link, located on the advertiser’s website and for the purposes of this contract also means the cost incurred to the merchants for each time a customer of the Advertiser performs a click;
“CPM” means, measured in units of a thousand, the number of Advertisements displayed on the Affiliate Website;
“Intellectual Property Rights” means all trademarks, databases and patents (whether registered or unregistered), logos, trade names and copyright and other similar rights (whether now known or in the future created) both in the United Kingdom and all other countries of the world;
“Invalidated Action” means a previously Validated Action invalidated by the Advertiser and/or The Agency due to the supply of inaccurate information by the customer;
“Newsgroup” is a discussion group on Usenet devoted to talking about a specific topic;
“Performance Network” means The Agency’s system STICKY AFFILIATES through which the Affiliate may earn Commission;
“Prohibited Site” is one that includes content, which is libellous, defamatory, obscene, pornographic, abusive, or otherwise objectionable, fraudulent or violates any law likely to result in prosecution as a breach of UK law;
“Sales Validation” means the process of validating an Action by the Advertiser and/or The Agency;
“Service” means the services provided by The Agency to the Affiliate. The service includes the provision and administration of Advertiser links to Affiliates, the tracking of Affiliates’ Users via STICKY AFFILIATES’s tracking and reporting service and the payment of Commission to Affiliates;
“Signup Information” means the personal and financial information specified by The Agency that needs to be provided by the Affiliate in order to create an account on STICKY AFFILIATES;
“Service Website” means the website maintained by The Agency at www.Stickyeyes.com ;
“Specified Email Address” means affiliates@stickyeyes.com ;
“STICKY AFFILIATES” means the Affiliate Software Platform and is the tracking and reporting service provided by The Agency to enable the calculation of Valid Actions;
“The Agency” means Stickyeyes – a trading name of Optimum 4 Ltd, whose registered office is at 6th Floor, West One, Leeds, LS1 1BA;, England.
“Tracking Tags” are the tags Advertisers use to record Valid Actions by Affiliates;
“Unsolicited E-mail” is electronic mail that has not been officially requested by the recipient and is of an advertising or promotional nature;
“User” means any person or web surfer who clicks on a link originating from an Affiliate;
“Valid Action” is an action which has been validated by the Advertiser;
1.2 The headings in these conditions are for ease of reference only and shall not affect the construction or interpretation of the Agreement.
1.3 Words denoting the singular meaning include the plural and vice versa unless the context otherwise requires.
1.4 Words of any one gender include the other gender may be used interchangeably and words denoting natural persons include corporations and firms and all such words are to be construed interchangeably.
1.5 References to “including” and “include” shall be deemed to mean respectively “including without limitation” and “include without limitation”.
1.6 References in the Agreement to any statute, statutory provision or regulation includes a reference to:
(a) that statute, statutory provision or regulations as from time to time amended, extended, re-enacted or consolidated whether before or after the date of the Agreement; and
(b) all statutory instruments or orders made pursuant to it.

2. Administration

2.1 As a condition of The Agency entering into the Agreement, the Affiliate shall:
(a) complete and submit to The Agency all applicable Signup Information; and
(b) be the registered owner or a legally authorised user of the domain name directly identifying the Affiliate Website;
2.2 The Affiliate shall, upon the Commencement Date, select a password that (in conjunction with the Affiliate ID) permits the Affiliate access to the Affiliate section of the Service Website. The Affiliate shall use its best endeavours to keep the password secure and shall immediately notify The Agency by e-mail at affiliates@stickyeyes.com if the Affiliate believes that any unauthorised use has or may be made of such password.
2.3 The Affiliate shall, at all times, provide to The Agency free of charge, accurate, complete and non-misleading information reasonably required by The Agency for the purposes of providing the Service. For the avoidance of doubt, this condition shall include all Signup Information provided by the Affiliate.
2.4 The Affiliate shall via the Service Website have access to tracking details relating to its Valid Actions. The Affiliate acknowledges that this is not a real-time service and there may be consequential delays in reporting Valid Actions.
2.5 Nothing in the Agreement or the relationship between the parties is intended to have the effect of guaranteeing the Affiliate any continuity of supply or profits.

3. Affiliate’s Other Responsibilities

3.1 The Affiliate shall not use any Advertisement or Advertiser Link in connection with the sending of Unsolicited E-mail.
3.2 The Affiliate shall only place Advertisements and Advertiser Links where they are likely to maximise the number of bona fide Valid Actions and it shall not permit the display or other use of Advertisements or Advertiser Links in newsgroups, guestbook’s, message boards or banner networks or similar places on the Internet
3.3 The Affiliate shall use all reasonable endeavours to maximise the number of bona fide Valid Actions.
3.4 The Affiliate shall not in any circumstances whether directly or indirectly artificially inflate the number of Valid Actions (including any manual clicking, device, robot or tools which have such effect) nor shall it permit others to do this.
3.5 Except for fully disclosed user reward programs the Affiliate shall not without The Agency’s written permission directly or indirectly engage in any scheme whereby third parties are given any form of reward or encouragement simply for generating Valid Actions.
3.6 The Affiliate shall ensure that the Affiliate Website does not infringe any applicable laws or regulations and does not contain any material which is obscene, racist, pornographic, offensive, defamatory, threatening, menacing, blasphemous or in breach of any third party Intellectual Property Rights.
3.7 The Affiliate shall immediately notify The Agency by email at affiliates@stickyeyes.com if the Affiliate becomes aware of any allegation that content on the Affiliate Website which may be in breach of Condition 3.6.
3.8 The Affiliate shall not, in any circumstances, edit, amend, modify or otherwise alter any material provided by The Agency to the Affiliate under the Agreement including, for the avoidance of doubt, the Advertisements or Advertiser Links.
3.9 The Affiliate shall not prejudice, infringe or act in a manner which is inconsistent with the Intellectual Property Rights and other rights of The Agency and Advertisers and, except only to the extent set out in the Agreement, the Affiliate shall not have or obtain any rights in relation to the Intellectual Property Rights or any other rights of The Agency or the Advertisers.
3.10 The Affiliate shall not interfere with and/or fail to maintain the tracking code provided by STICKY AFFILIATES
3.11 If the Affiliate is in breach of any of conditions 2.3, 3.1, 3.2, 3.4, 3.5, or 3.6 then it will undermine the validity of any Valid Action and without prejudice to other remedies The Agency may void any Valid Actions deemed fraudulent and may terminate the Agreement with Immediate effect.

4. The Agency

4.1 Subject to the full and timely performance by the Affiliate of its obligations under the Agreement, The Agency shall use its reasonable endeavours to provide the Service to the Affiliate.
4.2 The Agency hereby grants (to the limited extent that it is sub-licensed by an Advertiser to do so) to the Affiliate, a worldwide, non-exclusive, royalty free, non-transferable licence to display (but not adapt) Advertisements on the Affiliate Website and on its Data Protection Act compliant email. This licence is provided for the sole purpose of linking the Affiliates Website to the Advertiser Website.
4.3 In the context of overseeing and administering the Service, The Agency may monitor the Affiliate Website and any links from it.
4.4 The Agency shall use its reasonable endeavours to check that the Tracking Tags have not, for whatever reason, been deleted or removed from the Advertiser’s Website or deactivated or tampered with in any way so as to affect financial reporting.

5. Financial Matters

5.1 Subject to the terms set out below, The Agency agrees to pay Commission to the Affiliate in respect of Valid Actions.
5.2 The Agency reserves the right to withhold Commission to the Affiliate until the minimum threshold of £30 in total Commission is generated by the Affiliate. Commissions generated by Affiliates will continue to accumulate until the threshold is achieved.
5.3 Commission rates shall be as advertised on the Service Website at the time of the relevant Valid Action. Commission rates are subject to change from time to time on 5 days notice from The Agency by email and it is the Affiliate’s responsibility to monitor Commission rates.
5.4 Monies shall not be due or payable to the Affiliate in respect of Valid Actions until The Agency has received cleared funds in respect thereof from the relevant Advertiser. If an Advertiser fails to pay The Agency for any Valid Action then The Agency reserves the right not to pay the Affiliate in respect thereof provided that The Agency shall treat all other Affiliates in the same way in relation to that Advertiser.
5.5 Prior to paying the Affiliate The Agency may deduct any from the Affiliate’s Account any Commissions that arose on Valid Actions subsequently reasonably deemed by The Agency (in its absolute discretion) to relate to transactions other than genuine standard internet sale instances as anticipated in the Agreement. If the Affiliate Account has a negative balance as a result of such deduction then such balance shall be immediately due and payable by the Affiliate to The Agency. All such negative balances shall be subject to interest at a rate of 2% pa above the Barclays Bank plc base rate from time to time, compounded monthly.
5.6 Where The Agency makes a payment to the Affiliate in respect of a Valid Action for which it has not been paid by the relevant Advertiser then such payment shall be deemed on account until such time as the Advertiser pays. If the Advertiser does not pay The Agency within three months then The Agency may debit an equivalent sum from the Affiliate’s Account or to the extent that there are insufficient credits in the Affiliate’s Account require the Affiliate to pay such sum to The Agency within 7 days.
5.7 No interest shall be payable on positive balances in the Affiliate Account.
5.8 Where it is not possible for The Agency to calculate the actual number of relevant Valid Actions relating to a particular period, The Agency may reasonably estimate the credit attributable to the Affiliate’s Account.

6. Advertisers

6.1 The Agency shall post details of Advertisers, their Advertiser Links and the relevant commission terms on the Service Website. The Agency may, in its absolute discretion and upon the request of an Advertiser, prevent the Affiliate from publishing Advertisements relating to particular Advertisers.
6.2 Acting as an Affiliate of Advertisements shall require the Affiliate to place the relevant Advertiser Link supplied by The Agency on the Affiliate Website and to generally comply with the terms of the Agreement.
6.3 The Agency shall use its reasonable endeavours to supply and make available on the Service Website up-dated information regarding the Advertisers’ marketing and promotional campaigns.
6.4 The Affiliate acknowledges that:
(a) it shall be responsible for checking the suitability of Advertiser Websites before placing relevant Advertiser Links on the Affiliate Website;
(b) the Affiliate may remove any Advertiser Link from the Affiliate Website as it thinks fit and accordingly The Agency shall not be responsible for the content of any Advertiser Website.
6.5 Advertisers may from time to time discontinue or alter the terms of their advertising campaigns.

7. Restrictions and Email Notifications

7.1 The Affiliate acknowledges that for the period of the Agreement and for 6 (six) months following its termination directly or indirectly;
(a) the Affiliate shall not, without The Agency’s prior written consent communicate directly with an Advertiser in relation to any matters involving the Service or any programs relating to Advertisements; and
(b) the Affiliate shall promptly notify The Agency if the Affiliate is approached by a Advertiser directly without The Agency’s knowledge or approval in relation to any matters involving any programs relating to Advertisements.
7.2 The Agency shall, by giving no less than 14 days notice to the Affiliate and posting the same on the Service Website, send the Affiliate by e-mail any additional terms and conditions or changes to the way in which the Service shall be provided that are likely to materially affect the Affiliate’s position.
7.3 The Affiliate undertakes not to process personal data from any of the Advertiser’s customers other than in accordance with the Data Protection Act 1998.
7.4 The Affiliate confirms to The Agency that the Affiliate is not a private individual under 18 (eighteen) years of age and that none of the sites on which the Affiliate places any Advertiser Links shall be Prohibited Sites.
7.5 The Agency may send to the Affiliate by e-mail from time to time information on Advertiser program terminations on not less than 72 hours notice.

8. Warranties

8.1 The Agency warrants to the Affiliate that:
(a) it will perform the Services with due care and skill and in a professional manner; and
(b) it has full power and authority to enter into and perform the Agreement.
8.2 The Affiliate warrants and represents to The Agency that:
(a) it has full power and authority to enter into and perform the Agreement;
(b) all information provided by the Affiliate to The Agency shall be complete, accurate and non-misleading;
(c) it will comply with all its duties under any data protection laws and regulations applicable to the Affiliate Website;
(d) its performance of its obligations under the Agreement will not infringe the Intellectual Property Rights of The Agency or any third party; and
(e) none of the information or materials supplied by the Affiliate to The Agency shall be libellous, obscene or abusive nor shall it breach any law or regulation or give rise to any legal claims of any sort.
8.3 Subject to Condition 8.1, all conditions, warranties, representations or other terms concerning the supply of the Service which might otherwise be implied or incorporated into the Agreement or any collateral contract, whether by statute, common law, custom or otherwise are hereby expressly excluded to the fullest extent permitted by law.
8.4 The Agency gives no warranty or representation in respect of the commercial benefit or amount of Commission to be derived from the use by the Affiliate of the Services or that the provision of the Service will be uninterrupted or error free.

9. Limitation of Liability and Indemnity

9.1 None of the limitations and exclusions of liability set out in the Agreement shall apply:
(a) in respect of death or personal injury caused by a party’s negligence (for which no limit of liability shall apply); or
(b) in the case of fraud; or
(c) in respect of any breach of the terms implied by Section 12 Sales of Goods Act 1979 and Section 2 Supply of Goods and Services Act 1982; or
(d) any other liability which cannot be limited or excluded under applicable law.
9.2 Notwithstanding anything else in the Agreement, The Agency shall not be liable to the Affiliate for loss of profits, contracts, loss of reputation, loss caused by any third party deleting, removing, deactivating or tampering with Tracking Tags or other indirect or consequential loss whether arising from negligence, breach of contract or howsoever.
9.3 The Affiliate shall immediately indemnify The Agency against all proceedings, fees, expenses, payments, liabilities, injury, costs and damages arising out of:
(a) the breach by the Affiliate of any of its obligations under the Agreement; and
(b) any express or implied warranties, representations, confirmations or acknowledgements that are given by the Affiliate and prove to be untrue.
9.4 Neither party shall be liable to the other for any force majeure event being any situation (other than a failure to pay moneys due to the other party) in which it fails to comply with its obligations under the Agreement due to anything beyond its reasonable control.
9.5 The Agency shall not be liable to the Affiliate for loss arising from or in connection with any representations (except fraudulent), agreements, statements or undertakings made prior to the date of execution of the Agreement other than those representations, agreements, statements or undertakings confirmed by a duly authorised representative of The Agency in writing or expressly incorporated or referred to in the Agreement.

10. Disclosure and Collection of Information and Confidentiality

10.1 The Affiliate acknowledges that in order to enable The Agency to improve, promote or market the Service The Agency may produce statistics or summaries relating to the use of the Service; and
10.2 The Agency may contact the Affiliate by email, telephone or post for feedback about the Service including any ways in which it might be improved.
10.3 The confidentiality obligations in this clause shall not apply to any information specified below;
10.3.1 any information which comes into the receiving party’s possession (from someone other than the disclosing party) with no obligation of confidentiality attached;
10.3.2 any information which is disclosed with the prior approval of the disclosing party;
10.3.3 information which is either already in the public domain or comes into the public domain through no act of omission by the receiving party.
No party to this arrangement shall use confidential information received from the other except solely and exclusively in the satisfaction of their obligations outlined in the Agreement. All parties will treat any such confidential information received from the other as a trade secret, in particular using their best endeavours to prevent its disclosure to any third party. All parties will return any such confidential information received from the other either on demand, or at the termination of the Agreement - unless on enquiry the disclosing party agrees that such information may be destroyed, whereupon the parties may securely destroy all copies of any such confidential information.

11. Term and Termination

11.1 The Agreement shall commence on the Commencement Date and it shall continue thereafter until terminated by either party at any time on seven days notice in writing to the other.
11.2 The termination of the Agreement shall not limit the enforceability of any of the rights or obligations of the parties that accrued before the termination date.
11.3 Upon the termination of the Agreement, the Affiliate shall immediately remove all the Advertiser Links from the Affiliate Website and, for the avoidance of doubt, the Affiliate shall not be entitled to receive any Commission after the termination date.
11.4 The Affiliate shall acquire no rights following the termination of the Agreement to use Intellectual Property Rights of The Agency or the Advertiser including domain names or any text, or images, banners or any other works created by or for The Agency or the Advertiser.
11.5 Conditions 5.5, 7.1, 7.3, 8, 9, 10 and 11 shall survive the termination of the Agreement.

12. General

12.1 The Agreement may not be assigned by the Affiliate without The Agency’s prior written consent.
12.2 The Agency shall be entitled to appoint any sub-contractor for the provision of the Services.
12.3 No forbearance, delay or indulgence by either party in enforcing the provisions of the Agreement shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.
12.4 If any provision in the Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law then that provision or part shall to that extent be deemed not to form part of the Agreement and the enforceability of the remainder of the Agreement shall not be affected.
12.5 The Agency and the Affiliate are each independent contractors with respect to each other and nothing in the Agreement shall create any association, partnership, joint venture or agency relationship between them.
12.6 The Agreement contains the entire understanding of the parties with respect of the subject matter hereof, supersedes all prior agreements.
12.7 For the purposes of the Contracts (Rights of Third Parties) Act 1999, and notwithstanding any other provision of the Agreement, the Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
12.8 The Agreement is subject to the laws of England and shall be subject to the exclusive jurisdiction of the English courts.

To show mutual agreement of these terms as stated The Agency and the Affiliate have either signed this document or indicated acceptance of it in some other manner (e.g. by clicking an “acceptance” click-box on the internet), or alternatively have made and accepted the provision stated, subject to these terms, which making and acceptance shall itself be deemed indicative of an intention to be bound by legal relations, as outlined in this document.