Legal

Skimlinks Terms of Service

These Terms of Service ("Agreement") represent a legal agreement between Skimbit Ltd, a company incorporated in England and Wales with registered number 06347796 whose registered office is situated at Transworld House, 100 City Road, London EC1Y 2BP, United Kingdom, ("Skimlinks") and you ("Publisher"). By using the Service, you agree to all the terms and conditions of this Agreement. If you do not agree to this Agreement, please do not use any part of the Service (as defined below).

1. Definitions

1.1 In this Agreement, the following expressions have the following meanings:

• Affiliate Network - a firm providing an affiliate marketing service and technology on behalf of Merchants
• Commissions - monetary payments made to the Publisher in relation to sales or referrals of Customers to Merchants.
• Customer - a user of the Publisher's website(s) that is referred to a Merchant via the Service and/or interacts with Merchants by purchasing goods and/or services or providing the Merchants with information.
• Merchant - any party supplying goods and/or services to Customers, and which has signed up to an Affiliate Network or has an affiliate program.
• Service - means the provision of: (i) the Technology; (ii) access to the technological and commercial relationships between publishers, Merchants and Affiliate Networks; (iii) the SkimLinks Product; (iv) the SkimWords Product; and (v) the Tools to Publishers approved by Skimlinks pursuant to clause 2.
• SkimLinks Product - a product (within the Service) that turns existing links on a Publisher's website into affiliate links.
• Skimlinks Code - a piece of Javascript code that when added to a web page or global footer, enables the Technology and the Service on the Publisher's website(s).
• Skimlinks Publisher Interface - the login-protected section of the Service that provides the Publisher with reporting on activity and Commissions, account and service management, and a Merchant directory.
• SkimWords Product - a product (within the Service) that automatically converts keywords on a Publisher's website into affiliate links once a website page loads.
• Technology - the software that facilitates the automated and online referral of a Customer to a Merchant by the Publisher, and that records the referral and the Customer's sales activity.
• Tools other non-core products provided by Skimlinks to Publishers via the Skimlinks Publisher Interface, including, but not limited to, SkimKit Tool, SkimRSS, URL Shortener and EveryFeed.

1. 2. Enrollment in the Service

   1. 2.1 The Publisher must apply to use the Services via the Skimlinks website. Skimlinks will evaluate the Publisher's application for suitability to receive the Service in its sole discretion. Publishers with content containing pornographic, violent, illegal or political material will not be permitted to use the Service.
   2. 2.2 If Skimlinks approves the Publisher's application for the Service they will be informed via email and the Publisher will be able to gain access to the Service and implement the Technology. The Publisher can choose to activate the SkimLinks Product and/or the SkimWords Product, as well as any additional Tools.
   3. 2.3 The Publisher must inform Skimlinks if it wishes to use the Service on additional Publisher website(s) other than that first applied for. Each new Publisher website must be individually approved and setup for inclusion in the Service. The Publisher may not use the Technology on any website other than those for which it has Skimlinks' prior permission.

2. 3. Merchants

   1. 3.1 The Publisher acknowledges and agrees that:
   1. 3.1.1 Skimlinks may integrate any Merchants into the Service. The Service will rewrite any existing Merchant links (added by the Publisher or in user-generated content) found on the Publisher's website(s), unless the Publisher excludes a link from the Service or from its own website;
   2. 3.1.2 Merchants may vary their Commission structures or terminate their involvement in the Service at any time;
   3. 3.1.3 Merchants may terminate their involvement in the Service, either across all publishers or domains in relation to specific publishers they deem do not meet their terms of use, policies and standards. Any such change in respect of Merchants' participation in the Service will be reflected in the Skimlinks Publisher Interface; and
   4. 3.1.4 Merchants may at any time send Skimlinks notice requesting that the Publisher remove links or references to the Merchant's brands, products, or trademarks. Skimlinks will communicate this notice to the Publisher.

3. 4. Skimlinks Tools

   1. 4.1 To use the Tools, the Publisher:
   1. 4.1.1 must be registered and approved for the Service pursuant to clause 2, and have the Skimlinks code implemented on any website with which it intends to use the Tools, or the content delivered by the Tools;
   2. 4.1.2 must in the case of the SkimKit Tool, use the unique login granted to the Publisher when it was approved for the Service, and in the case of EveryFeed, use the unique API key granted to approved Publishers who activate this Tool;
   3. 4.1.3 must not sell, transfer, sublicense or otherwise disclose its login or API key;
   4. 4.1.4 may not use any other manual or automatic affiliate link service to monetize content obtained from the SkimKit or EveryFeed.
   2. 4.2 Skimlinks reserves the right to monitor the Publisher's use of the Tools to ensure they are being used by the Publisher in accordance with the terms and conditions of this Agreement. Whether the Publisher's use of the Tools is in accordance with this Agreement shall be determined in Skimlinks' sole discretion.
   3. 4.3 The extent to which the Publisher copies or clicks-through on product/merchant links in the SkimKit Tool, and the number and size of API requests made to the EveryFeed product is expected to reflect the revenue generated via the Service. A 'fair use' policy will apply, but excessive, fraudulent, or use which bypasses monetization with the Service will be seen as a breach of this Agreement ('Breach').
   4. 4.4 If a Breach is capable of being remedied, but the Publisher fails to remedy any such Breach within three (3) days of its receipt of a notice from Skimlinks, Skimlinks may terminate the Publisher's access to the specific Tools involved in the Breach.
   5. 4.5 Skimlinks reserves the right at any time in its sole discretion, without notice or liability to the Publisher, to: (i) refuse to permit the Publisher to use the Tools; and (ii) amend the measures taken to protect against inappropriate use of the Tools.

4. 5. Referral Income

   1. 5.1 The Publisher is entitled to Commissions on Sales, where the Publisher's website has been the most recent referrer to a Merchant's website, and the Sale was made during the cookie life-time eligible for Commissions, as defined by individual Merchants.
   2. 5.2 The calculation of Commission due to the Publisher shall be performed by the relevant Merchant and Affiliate Network, and communicated to Skimlinks. The Publisher acknowledges different Merchants use different commission structures, with some using fixed amounts per Sale or referral, while others use percentage based methods; and may perform de-duplication across marketing channels, so may not reward a Commission if another type of referral was performed more recently.
   3. 5.3 Where Merchants participate in more than one affiliate program and both or all affiliate programs are Affiliate Networks participating in the Service, Skimlinks in its sole discretion shall attribute the Commission either to the Affiliate Network offering the best commercial return or the program from the best performing Affiliate Network.
   4. 5.4 Skimlinks shall collect and aggregate the Commission due to the Publisher from the Merchants via the Affiliate Networks, and display in reports accessible via the Skimlinks Publisher Interface.
   5. 5.5 If Customers have configured their browser such that it cannot accept cookies or run Javascript or the Technology is unable to execute properly, Skimlinks will be unable to treat the Customer as having been referred by the Publisher, and the Publisher will not receive Commission for any such blocked referrals.
   6. 5.6 The Publisher or its nominated representative may, on reasonable notice and no more than once in any twelve month period, audit and inspect relevant records of Skimlinks which relate to the calculation of Commission. The Publisher shall be liable for its own costs of any audit or inspection except where Skimlinks is found to have underpaid the Publisher by more than 5% for any Commissions it would otherwise have been due, in which case, Skimlinks shall within 7 days of a request by the Publisher, reimburse the Publisher for its reasonable costs incurred in connection with such audit or inspection.

5. 6. Payment Terms

   1. 6.1 Skimlinks shall not charge the Publisher to apply for, install and use the Service on its websites. Skimlinks takes payment for the Service from the Publisher in the following manner:
   1. 6.1.1 For the SkimLinks Product and the Tools, Skimlinks shall retain 25% of Commission payable to the Publisher by the Merchants through the Affiliate Networks, and the remaining 75% of the Commission will be paid to the Publisher by Skimlinks; and
   2. 6.1.2 For the SkimWords Product, Skimlinks will pay the Publisher a variable amount for every valid click from its website to a Merchant's website. Skimlinks will pay a rate paid per click that is dependent on a number of factors, including (without limitation) how often clicks result in Sales, the value of each Sale, and the cost-per-click rate negotiated with each Merchant.
6. 6.2 Payments of Commission due to the Publisher will be paid by Skimlinks at the end of the month following the month in which these amounts became fully unconditional in accordance with clause 8.
7. 6.3 If the amount of Commission due to the Publisher is less than $10 / £7 / €8 (excluding any VAT element if appropriate) in any month (the "Minimum Threshold"), any such amount will be carried over and aggregated with the subsequent month's Commission and paid when the cumulative amount then due for payment to the Publisher exceeds the Minimum Threshold.
8. 6.4 The Publisher shall only be eligible to earn Commission that occur during the term of this Agreement, and any Commission or earned prior to the date of termination will remain payable only if the related amounts are not disputed or subject to a Chargeback. Skimlinks may withhold the Publisher's final Commission payment for such time as is reasonable up to a maximum of 3 months from the date of termination to ensure that the correct Commission amount are paid to the Publisher.
9. 6.5 Payments will be made via PayPal or UK/US bank transfer. Publishers must state its preferred payment method within the Skimlinks Publisher Interface. Skimlinks will pay the cost of transferring Commissions to the Publisher (although some banks may charge additional fees for receiving bank transfers).

10. 7. Tax

    1. 7.1 Commission is a payment made by Skimlinks to a Publisher for running the Service. This means for Value Added Tax (VAT)-registered companies in the United Kingdom, the Publisher shall charge Skimlinks VAT on the payable Commissions to the Publisher.
    2. 7.2 Skimlinks will raise self-billing invoices on the Publisher's behalf and will issue this invoice along with payment each month. The Publisher is responsible for paying any and all income tax related to their earnings from Skimlinks.

11. 8. Chargebacks

    1. 8.1 Merchants may determine after the event that a Sale was not a bona fide transaction, whether the goods sold are returned by the Customer; there is subsequent detection of a fraudulent transaction; or otherwise (a 'Chargeback'). The Merchant may make a Chargeback claim to the relevant Affiliate Network requesting for Commissions related to these Sales to be cancelled or reversed. Chargebacks are communicated to Skimlinks as they occur, and are reflected in the reports accessible via the Skimlinks Publisher Interface.
    2. 8.2 Commissions are conditional until the maximum specified time for a Chargeback to be accepted by Affiliate Networks has elapsed. This period is 60 days after the Sale and/or referral, after which Chargebacks cannot be claimed by Merchants, and the Commissions are unconditional.

12. 9. Service Levels

    1. 9.1 Skimlinks will use its reasonable endeavours to ensure that the Technology works on the Publisher's websites, and that the SkimLinks Product shall meet the following service levels:
    1. 9.1.1 response time to serve the Skimlinks Code will be within 400ms (standard 250ms) to a 2Mb/s broadband connection;
    2. 9.1.2 on page processing of Skimlinks Code to take a maximum of 5ms (standard is 1ms) for each link on the page;
    3. 9.1.3 the Service will be available 99.9% of the time in any month;
    4. 9.1.4 have a redundancy and automatic failover plan in place to maintain Service uptime; and
    5. 9.1.5 links will be rewritten and redirected to the corresponding Affiliate Network within 500ms (standard is 200ms) of a Customer clicking on the link.
    2. 9.2 The parties acknowledge that the time to redirect from an Affiliate Network to a Merchant website is outside Skimlinks' control and no guarantees are made regarding this process.
    3. 9.3 The Publisher shall notify Skimlinks of any Service performance issues via e-mail. Skimlinks will use reasonable endeavours to correct any reported issues within 7 days of the date of notice. If Skimlinks does not meet the above response time to correct any reported Service performance issues, the Publisher may remove the Technology from the Publisher's websites, and terminate this Agreement. On termination of this Agreement under this clause 9.3 Skimlinks will pay any outstanding Commission as set out in clause 6 regardless of whether they are below the Minimum Threshold.
    4. 9.4 In addition, Skimlinks will use its reasonable endeavours to ensure that:
    1. 9.4.1 links inserted by the SkimWords Product are accurate and contextually relevant, and the content and links provided via the Tools are accurate
    2. 9.4.2 the SkimWords Product and the Tools are available and performing at an optimum level; and
    3. 9.4.3 if the SkimWords Product is not available at any time for whatever reason, ensure that this does not affect the Publisher's website pages.

13. 10. Term and Termination of this Agreement

    1. 10.1 This Agreement will commence when the Publisher ticks that they agree to this Agreement and will continue until either party terminates this Agreement with or without cause, by giving the other party written notice of termination at any time via email. Any such notice will be effective immediately and must be delivered to the Skimlinks account manager (as notified to the Publisher) and to the Publisher contact (as notified to Skimlinks), as applicable.
    2. 10.2 Where the Publisher terminates this Agreement under clause 10.1 for any reason other than Skimlinks' breach of contract, Skimlinks will pay outstanding Commission as set out in clause 6 only where Commissions are above the Minimum Threshold.
    3. 10.3 On termination of this Agreement for any reason, the Publisher will immediately cease use of, and as soon as practicable remove from the Publisher's websites, all instances of the Technology, and cease use of the Tools and promptly return to Skimlinks, or at Skimlinks' written request, destroy, any and all of its intellectual property rights, information and/or materials in the Publisher's possession.

14. 11. License

    1. 11.1 All intellectual property rights subsisting in, relating to or arising out of the Service, Technology or Tools shall at all times be owned by and vest in Skimlinks, including all developments or enhancements to such intellectual property rights. Subject to clause 1, the Publisher agrees that this Agreement does not transfer or grant any right, title or interest in Skimlinks' intellectual property rights in the Service, Technology or Tools, to the Publisher.
    2. 11.2 Skimlinks now grants to the Publisher a non-exclusive, non-transferable, non-sublicensable, revocable, worldwide, licence to use the Service, Technology and Tools during the term of this Agreement.
    3. 11.3 The Publisher shall not be entitled to use the Service, Technology or Tools in any other way other than as set out in this Agreement. Any attempt to interfere with the operation of the Service, Technology or Tools will be deemed to be a breach of this Agreement and may result in termination of the Publisher's inclusion in the Service.
    4. 11.4 The Publisher shall not use any other competing affiliate marketing automatic link creation service directly alongside the Service.

15. 12. Assignment

    1. Either party may assign its rights and/or obligations under this Agreement in whole or part to one of its group companies. Notice of assignment to be given to the other party via email or registered post.

16. 13. Communication

    1. 13.1 Any notice under this Agreement shall be in writing and shall be made either via e-mail or certified mail to the other party's registered office address. Notices sent by e-mail will be deemed effective 24 hours from the time of sending and notices sent by mail will be deemed effective 48 hours after posting.
    2. 13.2 Skimlinks may disclose its relationship with the Publisher in its marketing material and in its operational relationship with Affiliate Networks and Merchants, including using for such purposes the Publisher's name or trademark.
    3. 13.3 The Publisher agrees that Skimlinks may use the Publisher's contact details (including its email and registered address) to notify it about its account with Skimlinks, any issues relating to, and updates to, the Service, Technology and/or the Tools.

17. 14. Modifications

    1. Skimlinks may modify all or any part of this Agreement, at any time and at its sole discretion, effective immediately upon notice published on the Skimlinks Publisher Interface. Continued participation in the Service after receiving notice of such modification will constitute the Publisher's binding acceptance of the modification to this Agreement.

18. 15. Indemnity

    1. The Publisher shall indemnify, defend and hold harmless Skimlinks against all losses, liabilities, damages and costs (including legal expenses) sustained, incurred or suffered by Skimlinks as a result of any claim, action or proceeding that: (i) the Publisher's websites infringe the intellectual property rights of any third party; (ii) the Publisher is in breach of its obligations under the terms of this Agreement; or (iii) any third party claims arising from the Publishers use of the Service, the Technology or the Tools otherwise than in accordance with the terms of this Agreement.

19. 16. Privacy

    1. 16.1 Skimlinks will not collect or store any personally identifiable information ('PII') pertaining to Customers visiting the Publisher's website. PII includes, but is not limited to, first and last name, home or other physical address, email address, phone number or other contact information, and credit card or information pertaining to other forms of payment.
    2. 16.2 Skimlinks shall collect and store PII pertaining to Publishers, including company name, address, phone number, email address, and bank or PayPal account details. However, Skimlinks shall keep any Publisher's PII secret and not disclose or use such PII other than to perform its obligations under this Agreement without the prior written consent of the relevant disclosing party. This clause 16.2 shall not apply to any PII to the extent that disclosure is required to or by any court, tribunal or governmental authority with competent jurisdiction or the PII is or becomes generally and freely publicly available through no fault of the receiving party or its agents.
    3. 16.3 Each of the parties warrants and undertakes that it (and its sub-contractors if applicable) shall duly observe its obligations under the Data Protection Act 1998 and any superseding or amending legislation and all other data protection legislation in any jurisdiction applicable to this Agreement.
    4. 16.4 The Publisher acknowledges that Skimlinks may use cookies and web beacons to collect non-personally identifiable Customer data. This non-personally identifiable data shall be used to optimize the performance and yield of the Service, to provide comprehensive reporting to Publishers, and to provide aggregate reporting and targeting to Merchants choosing to advertise with Skimlinks and third-party partners for similar use. As a rule, non-personally identifiable information is anonymous and is not used to identify a specific person by Skimlinks. More information on the Skimlinks Privacy Policy can be found at http://skimlinks.com/privacy
    5. 16.5 Skimlinks shall provide an opt-out service for Customers who do not wish for their non-personally identifiable information to be used for advertising targeting purposes.
    6. 16.6 In order to promote ethical and transparent use of the Service, the Publisher shall update its Privacy Policy, About Us or other relevant website section to include an appropriate statement of disclosure about use of the Technology on the Publisher's websites. For example: "Our website contains some affiliate marketing links, which means we get paid commission on sales of those products or services we write about. Our editorial content is not influenced by advertisers or affiliate partnerships." In addition, the Publisher shall be responsible for notifying the Customer (whether through its Privacy Policy or otherwise) that Skimlinks will be using cookies in the manner set out in clause 16.4 with details of how any Customer can change its cookie preferences.

20. 17. Limitation of Liability

    1. 17.1 Except as expressly and specifically provided in this Agreement, all warranties, conditions, representations and other terms of any kind, whether express or implied, are to the fullest extent permitted by law, excluded from this Agreement. In particular, Skimlinks makes no express or implied warranties or representations with respect to the operation of the Service, Technology or Tools being uninterrupted, error-free, or fit for purpose, and Skimlinks will not be liable for the consequences of any interruptions to or errors in the Service.
    2. 17.2 Nothing in this Agreement excludes the liability of either party for any other liability which cannot be excluded under applicable law, including fraud, or death or personal injury caused by either party's negligence.
    3. 17.3 Skimlinks shall not be liable for: loss of profits; loss of business; depletion of goodwill or similar losses; loss of anticipated savings; or loss of goods; or loss of use; or loss or corruption of data or information; or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
    4. 17.4 Skimlinks' total aggregate liability for any claim brought on any legal or equitable basis in connection with the performance of this Agreement shall be limited to the amount of Commission retained by Skimlinks under this Agreement in the year preceding the date on which the claim arose.

21. 18. Force Majeure

    1. Neither party shall be liable to the other by reason of any event arising which is beyond the reasonable control of the affected party (including any industrial action (save in respect of affected party's employees or suppliers), governmental regulations, fire, flood, disaster, civil riot or war).

22. 19. Entire Agreement

    1. This Agreement constitutes the whole agreement between the parties relating to its subject matter and supersedes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter save that this clause 19 shall not exclude liability for any fraud of a party.

23. 20. Governing Law and Jurisdiction

    1. This Agreement shall be governed by, and construed in accordance with, the laws of England and Wales. In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of England and Wales.