EMERALD STRUTS LTD AFFILIATE AGREEMENT
version 1.0
Last Updated: January 19, 2022
THIS AFFILIATE AGREEMENT (the “Agreement”) is entered into by and between EMERALD STRUTS LTD (“Emerald Struts”), a company organised under the laws of England and Wales with the company number 12944711, whose registered address is at 140 High Street, Smethwick, B66 3AP, England, and You, the company or the individual entering into this Agreement (“You”), (collectively, the “Parties”) in connection with Your use of the affiliate network owned and operated by EMERALD STRUTS LTD (the “Network”), which is featured at and accessible through www.emeraldstruts.com (the “Site”).
This Agreement sets forth the Parties’ rights and obligations regarding EMERALD STRUTS affiliate program (the “Affiliate Program”).
By participating in the Network and the Affiliate Program You will:
The services described above, and those other services, determined by Emerald Struts, in its sole discretion from time to time, will be known as the “Services.”
Emerald Struts grants You a terminable, non-exclusive, and non-transferrable license to use the Creative Material only in conjunction with the Campaigns and only subject to the terms and conditions outlined in this Agreement. Emerald Struts may terminate, suspend, or pause Your license to use the Creative Material at any time, with or without notice, for any reason or no reason at all, in its sole discretion.
Notwithstanding the effective date of this Agreement, Emerald Struts may, in its sole discretion, determine the date You may begin using the Creative Material and participate in the Affiliate Program.
Additionally, You may not use the Creative Material in any way or under any circumstances other than as directed by Emerald Struts. You must also obtain Emerald Struts prior express written consent before publishing a Private Feed.
You will immediately comply with all directions and editorial decisions by Emerald Struts to modify, alter, or otherwise adjust the placement or frequency of the Creative Material.
Emerald Struts will include in all Creative Materials a special transaction tracking code (the “Transaction Tracking Code”). You will not modify, circumvent, impair, disable, or otherwise interfere with any Transaction Tracking Code or other technology or methodology required or made available by Emerald Struts in connection with any and all Creative Materials. All determinations made by Emerald Struts in connection with the Creative Materials will be final and binding on You.
Emerald Struts expressly reserves the right to seed applicable data in order to monitor Affiliate’s compliance with the terms of this Agreement and applicable laws, rules, and regulations.
The amount You will be paid (the “Commissions”) will be determined by the number of Valid Leads You produce during a given period as calculated through the Transaction Tracking Codes (the “Payment Data”) at the rate set forth in the applicable Insertion Order. If, for any reason (including impairment of the Transaction Tracking Codes), Emerald Struts is unable or fails to provide You with accurate or complete Payment Data, Emerald Struts will calculate Compensable Transactions based upon:
Upon termination of this Agreement, Emerald Struts will pay You Commissions, even amounts below the Payment Threshold, during the next payment period, subject to Emerald Struts right to withhold or cancel Commission payments to You as set forth in Section 4.04, below. Emerald Struts will not pay Affiliate any Commissions that arise: (a) before Affiliate is accepted into the Network; or, (b) after termination of this Agreement or any applicable Campaign.
Emerald Struts will have no obligation to pay for any data that it or the end buyer of the Lead (an “Advertiser”), as appropriate, determines, in its respective sole discretion, does not constitute a Valid Lead (an “Invalid Lead”). If, after tendering payment, Emerald Struts or an Advertiser determines that a Lead is an Invalid Lead,
Emerald Struts will have sole ownership of all Leads and data associated with the Leads You generate in connection with this Agreement irrespective of if a Lead is a Valid Lead or an Invalid Lead. As such, You will not:
Incorporated into this Agreement are Emerald Struts Affiliate Rules and Regulations (the “Rules and Regulations”) for the purposes of outlining specific mandatory and specific prohibited conduct as well as technical and operational standards You must meet in order to participate in the Affiliate Network. You must agree to the Rules and Regulations in order to be admitted into the Affiliate Network. You will be notified of changes to the Rules and Regulations via a pop-up or other similar automated notification as such updates are released when You login to Your account. You must agree to all updates to the Rules and Regulations as Emerald Struts may promulgate from time to time as they are released in order to continue to participate in the Affiliate Network.
Determination of any of the causes listed in this Section 8.03, above will be in Emerald Struts sole discretion and such determination will be final and binding on You. For the purposes of this Section 8.03, any reference to “You” will mean You and all Sub-Affiliates.
If any such Force Majeure Event occurs causing telecommunications, Internet, or network failure, slowdown, outages, or inconsistency, including acts of God, fires, explosions, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, Emerald Struts will give Affiliate notice and will use commercially reasonable efforts to mitigate the impact of any such event as promptly as possible.
As a material inducement to Emerald Struts accepting You into the Affiliate Network, providing You with the Creative Material, and paying You Commissions You represent, warrant, and covenant the following:
If You are an entity, You are organised and authorised to do business in and by the jurisdiction in which You are domiciled and in every jurisdiction in which You conduct business. The person executing this Agreement on Your behalf is an officer, partner, or other person duly authorised by You to obligate You to a contract.
This Agreement constitutes Your legal, valid, and binding obligation which is fully enforceable against You in accordance with its terms.
THE NETWORK, SITE, DATA, SUPPRESSION LISTS, TRANSACTION TRACKING CODES, AND CREATIVE MATERIAL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
NEITHER Emerald Struts NOR ANY OF ITS AGENTS, EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, DIRECTORS, SUCCESSORS, AND ASSIGNS MAKE ANY WARRANTIES (INCLUDING IMPLIED WARRANTIES OF PURPOSE, NON-INFRINGEMENT, AND MERCHANTABILITY), REPRESENTATIONS, OR GUARANTEES; EXPRESS, IMPLIED, VERBAL, OR OTHERWISE.
Emerald Struts DOES NOT WARRANT OR GUARANTEE THE SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES OF ANY THIRD PARTY, OR THAT SUCH SECURITY METHODS OR PRIVACY PROTECTION PROCEDURES WILL BE UNINTERRUPTED OR ERROR-FREE.
IN NO EVENT WILL EMERALD STRUTS BE RESPONSIBLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOST PROFITS, LOST OPPORTUNITY, LOSS OF BUSINESS REPUTATION, OR THE LIKE) TO THE PERSON OR PROPERTY OF ANYONE ELSE INCLUDING YOU, OR YOUR RESPECTIVE AGENTS, EMPLOYEES, MANAGERS, MEMBERS, OFFICERS, SUCCESSORS, OR ASSIGNS, ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, AT LAW OR IN EQUITY EVEN IF EMERALD STRUTHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES WILL EMERALD STRUTS BE LIABLE TO YOU OR ANY THIRD PARTY, INCLUDING ANY CUSTOMERS OBTAINED THROUGH YOUR MARKETING EFFORTS, IN ANY MANNER WHATSOEVER ARISING FROM YOUR PARTICIPATION IN THE NETWORK.
EMERALD STRUTS WILL NOT BE HELD LIABLE FOR ANY DAMAGES, HOWEVER SUFFERED BY YOU, IN THE EVENT THAT EMERALD STRUTS PUBLISHES YOUR CONTACT INFORMATION (INCLUDING, BUT NOT LIMITED TO, HOME ADDRESS, PHONE NUMBER, AND EMAIL ADDRESS) ON ANY “BLACKLIST” AFTER YOU HAVE ENGAGED IN FRAUDULENT ACTIVITIES.
THE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION 10 ARE A MATERIAL INDUCEMENT TO EMERALD STRUTS ACCEPTING YOU INTO THE AFFILIATE NETWORK.
Additionally, the Receiving Party will not use Disclosing Party’s Confidential Information for any purpose other than as expressly set forth in this Agreement and will restrict disclosure of Confidential Information to its employee(s), authorised agent(s), or independent contractors to whom disclosure is reasonably required, and such employee(s), authorised agent(s) or independent contractor(s) will be explicitly bound by these confidentiality obligations and will use reasonable care, but not less care than it uses with respect to its own information of like character, to prevent disclosure of any Confidential information, and who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein.
The Receiving Party agrees that in the event of a breach of this Section 12, such breach would result in immediate and irreparable harm to the Disclosing Party and monetary damages for breach of these confidentiality provisions may not be adequate, and the Disclosing Party will be further entitled to injunctive relief, without the requirement to post bond.
This Section 12 will survive any termination of this Agreement until such time as all Confidential Information is no longer confidential.
You will not circumvent Emerald Struts relationship with any of its affiliates, Advertisers, or third-parties, or otherwise offer, make available, provide, contract for, or perform, directly or indirectly, advertising, marketing, or promotional services similar to the services performed by affiliates in the Network for any affiliate, Advertiser, or third-party publisher that is known, or should reasonably be known, by Affiliate to participate in the Network, during the term of this Agreement and for the six-month period following termination or expiration of this Agreement. That being said, To the extent that You can show that any such affiliate, Advertiser, or third-party already obtained such services from You prior to the date of this Agreement, You will not be prohibited from continuing such relationship.
You agree that monetary damages for Your breach, or threatened breach, of this Section 13 may not be adequate to cure the irreparable and immediate injury caused to Emerald Struts as a result of such breach, and that Emerald Struts will be entitled to: (a) injunctive relief, including temporary and preliminary relief, without the requirement to post a bond; or (b) any and all other remedies available to Emerald Struts at law or in equity.
SCHEDULE 1 - Processing, Personal Data and Data Subjects
The Processor will Process Personal Data in order to provide the services set forth in the Agreement.
The nature of the Processing of the Personal Data will include, but will not be limited to, the following types of Processing:
The Processing of the Personal Data is conducted for the purpose of providing the services detailed in the Agreement.
The Processing of the Personal Data will last for the duration of the Agreement and for such period after the expiry or termination of the Agreement to allow the Data Processor to comply with its legal obligations and return or delete the Personal Data in accordance with the Agreement.
The Personal Data comprises the following types of Personal Data:
The Processor will Process the Personal Data of customers or potential customers of consumer financial services or products who reside in the United Kingdom.