Embedded-Code.Com Affiliate Program Terms Of Service

This Agreement contains the complete terms and conditions that apply to your participation as an affiliate in the embedded-code.com affiliate programme. By joining the programme you are stating that you have read and understood the terms of the affiliate programme herein, and agree to be legally bound by the terms.

1.Enrolment in the programme
To begin the enrolment process, you will submit a completed Affiliate program registration form from this website. We will evaluate your application and will notify you of your acceptance or rejection. We may reject your application if we determine, (at our sole discretion), that you are unsuitable for our Affiliate Programme for any reason including, but not limited to, violence promoted at your site, sexually explicit materials, discrimination based on race, sex, religion, nationality, disability, age, sexual orientation, promotion of illegal activities, or incorporation of materials that infringe or assist others to infringe on copyright, trademark or other intellectual property rights. If we reject your application, you may reapply to our Affiliate Programme at any time. Also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for our Affiliate Programme, we may terminate this Agreement.

2. Links to our site
Once accepted into our affiliate program you may place our banners and links anywhere on your web site as you see fit and within non-spam emails. You may post your affiliate link on online discussion forums if this does not violate any rules of the forum. You may not use your affiliate link for the purposes of advertising through third party pay per click providers, such as Google AdWords etc.

3. Order Processing and Reporting
Services contracted and products purchased by customers who follow links from you to our site will be processed and tracked. We are responsible for order processing and fulfilment including, but not limited to processing payments, returns and handling customer service. Sales initiated by customers tracked from your site to our site will be recorded in sales reports available to you via your account.

4. Commission Amount
The Commission Amount is as per schedule for each new client. The Commission Rate is subject to change at any time or from time to time, in our sole and absolute discretion.

5.Commission payment
Commission will be paid on a quarterly basis. A PayPal payment will be sent for the commission earned on our services and sales. If the commissions total is less than £50.00 GBP for that quarter we will hold those commissions to be paid the following quarter, only if those commission reach a total of £50.00 GBP or more. Net Sales will be reduced for amounts due to credit card fraud, bad debts, cancellations and credits. A commission will only be paid if the visitor to our site is tracked by the system from the time of the link to the time of the sale. No commission will be paid if the visitor to our site cannot be tracked by our system. If your affiliate account is used to gain comission on your own purchases from embedded-code.com, commision will only be payable if your affiliate account has earned comission from sales to a significant number of other customers during the quarter (the affiliate system may not be used to simply obtain discounts on your own purchases if you are not also actively promoting us to other customers).

6. Policies and Pricing
Customers who buy products and services through our Affiliate Programme will be deemed to be customers of embedded-code.com. Accordingly, all the embedded-code.com rules, policies, and operating procedures concerning customer service and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products and services sold under our Affiliate programme in accordance with our own pricing policies.

7. Limited Licence
We grant you a non-exclusive, revocable right to use the graphic image and text and such other images for which we grant express permission, solely for the purpose of identifying your site as an embedded-code.com affiliate programme participant and to assist in generating product and sales service. You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, and other images, our trade names and trademarks, and all other intellectual property rights. We may revoke your licence at any time by giving you notice.

8. Responsibility and Your Site
You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on you site. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site. You hereby represent and warrant to us that materials posted on your site do not violate or infringe upon the rights of any third party, (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and that materials posted on you site are not libellous or otherwise illegal. Further, you will indemnify and hold us harmless from all claims, damages, and expenses, relating to the development, operation, maintenance, and contents of your site.

9. Term of the Agreement
The term of this Agreement will begin upon our acceptance of your embedded-code.com affiliate programme registration and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice to terminate this agreement. Upon the termination of this agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all banners and embedded-code.com trademarks, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with our Affiliate Programme. You are only eligible to earn referral fees on sales of our services and products, (as per schedule), occurring during the term, and commissions earned through the date of termination will remain payable only if the related services are completed and paid in full. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

10. Modifications
We may modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a change notice or a new agreement on our Website or by e-mail to your address in our records. Modifications may include, but are not limited to, changes in the scope of available commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in out Affiliate Program, following our posting of a change notice or new agreement on our website, will constitute binding acceptance of the change.

11. Relationship of Parties
You and embedded-code.com are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or otherwise, that reasonably would contradict anything in this section.

12. Limitation of Liability
We will no be liable for indirect, special, or consequential damages, (or any loss of revenue, profits, or data), arising in connection with this Agreement of our Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this agreement and our Affiliate Program will not exceed the total referral fees paid or payable to you under this Agreement.

13. Disclaimers
We make no express or implied warranties or representations with respect to our Affiliate Program or any products sold through our Affiliate Program, (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage), In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

14. Indemnification
You hereby agree to indemnify, defend and hold harmless embedded-code.com, it's members, managers, shareholders, officers, directors, employees, agents, affiliated, successors, and assigns, from and against any and all claims, demands, Losses, Liabilities, Damages or Expenses, of any nature whatsoever incurred or suffered by us, in so far as such Losses, (or action in respect thereof), arise out of, are related to, or are based on (i) any claim or threatened claim that our use of the Affiliate Program Trademarks infringes on the rights of any third party, (ii) the breach of any representation or warranty made by you herein, or (iii) or any claim related to your site.

15. Severability
If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

16. Miscellaneous
This Agreement will be governed by the laws of the United Kingdom of Great Britain, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in the United Kingdom, and you irrevocably consent to the jurisdiction of such courts. You may not assign this agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, work to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance or any provision of this Agreement will not constitute a waiver of our rights to subsequently enforce such provision or any other provisions of this agreement.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME, (DIRECTLY OR INDIRECTLY), SOLICIT CUSTOMER REFFERALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDANTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.