Terms of Service: Skimlinks Preferred Partner Program
- General
1.1 These Terms of Service set out the terms and conditions on which Skimbit Ltd (a company registered in England and Wales with number 06347796 and its registered office at Aldgate House, 2nd Floor, 33 Aldgate High Street, London EC3N 1DL, United Kingdom) (“Skimlinks”) provides access to the PPP to You, the company that desires Publishers (defined below) of Skimlinks to promote products or services on such Publishers’ website(s) (“You”, “Your”, or “Merchant”). Skimlinks and the Merchant are each a “Party” and collectively, the “Parties”.
- Background
2.1. Merchant markets its goods and/or services via affiliate links appearing on the websites of Publishers (the “Affiliate Links”).
2.2. Merchant pays commission (on a CPA or CPC basis) for visitors to the Merchant website identified as having navigated the Affiliate Links.
2.3. Skimlinks will provide the Merchant access to the PPP under the Terms of Service.
- Definitions
“Agreement” | These Terms of Service, under which Merchant is entitled to access the PPP. |
“Affiliate Network” | An entity providing an affiliate marketing service on behalf of multiple Merchants and responsible for tracking, calculating and billing affiliate commission. |
“PPP” | The Skimlinks Preferred Partner Program, governed by these of Terms of Service. |
“Publisher” | A person or other entity who is entitled to access and use the Skimlinks content monetisation services. |
“Publisher Hub” | Skimlinks’ proprietary, login-protected web portal that may be accessed by Publishers at www.skimlinks.com to access and configure tools, view performance and billing reports, and search for participating Merchants. |
- The Preferred Partner Program
4.1. Participation to the Skimlinks PPP is open to Merchants accepted by Skimlinks who pay the Access Fee, as set out in clause 6.
4.2. Upon fulfillment of the conditions set out in clause 4.1, Merchant will be given access to the following PPP benefits and services:
4.2.1. One commission rate recommendation upon joining the PPP where the Merchant receives a recommended commission rate exclusive to the Merchant upon completion of a form asking for a set of their competitors;
4.2.2. Preferred Partner status in Publisher Hub, Editor Toolbar and newsletters; and
4.2.3. Weekly performance reports.
- Registration
To participate in the PPP, you must provide your full name, email address, and company name. By submitting this information and entering into this Agreement, you authorize Skimlinks to: (i) assess the suitability of your participation in the PPP; (ii) contact you to help with registration, use and optimization of the PPP; (iii) to communicate with you regarding Merchant related matters; (iv) to improve the PPP and related services we provide to merchants based on how merchants use them; and (v) for associated publicity, marketing and related purposes.
- Access Fees
6.1. The fee for participation in the PPP will be reflected in invoices issued according to the Your chosen payment plan. Each invoice will be sent via e-mail, payable in advance, in GBP (or equivalent in USD, AUD, EUR or JAPANESE YEN converted at the exchange rate then prevailing) (the “Access Fee”).
6.2. The minimum subscription term for access to the PPP is: (i) three (3) months, for the Monthly plan; or (ii) twelve (12) months, for the Annual Plan.
6.3. The Access Fee is payable by credit / debit card for all levels or ACH transfer for Premium and VIP levels.
6.4. The Access Fee is exclusive of UK value added tax (VAT) or any other applicable sales taxes, which may be added as appropriate.
6.5 Merchant acknowledges and agrees that its access to the PPP will not be granted prior to Skimlinks’ receipt of Merchant’s initial payment and may be suspended or revoked should Merchant fail to timely pay any invoice.
- Performance Data
7.1 By participating in the PPP, Merchant shall have access to information relating to various Publishers, for the purpose of enabling Merchant to understand, analyze and plan its advertising and other services in relation to such Publishers (the “Permitted Purpose”). This information and all other information of whatever nature and whatever form, which has been or may after the date of your agreement to these Terms of Service disclosed by Skimlinks to Merchant related to the Permitted Purpose is referred to as “Performance Data”).
7.2 In consideration of the provision of access to Performance Data through participation in the PPP, Merchant hereby undertakes and agrees to: (i) use the Performance Data solely for the Permitted Purpose; (ii) maintain the Performance Data in strict confidence; and (iii) not divulge or permit to be divulged any of the Performance Data to any person, firm or company without Skimlinks prior consent.
7.3 Skimlinks may at any time: (i) cease giving Performance Data to Merchant without any liability; and (ii) request in writing the return or destruction of all or part of any Performance Data previously disclosed together with all copies of it and the Merchant will at its own expense comply promptly with such request and, if so requested, certify in writing its compliance.
7.4 The restrictions in this agreement shall not apply to any Performance Data which: (i) is or becomes generally available to the public (other than by breach of any undertaking set out in this agreement by any Merchant); (ii) lawfully came or comes into the possession of the Merchant from a third party not bound by an obligation of confidentiality to Skimlinks in relation to that Performance Data (and the Merchant shall not be required to enquire whether there is an obligation of confidentiality); or (iii) the Merchant is required to disclose by law, regulation or any governmental, supervisory or regulatory authority provided that, in so far as it is lawful and practical to do so prior to disclosure, the Merchant shall promptly notify Skimlinks of such requirement with a view, so far as is reasonably practical, to provide the opportunity for Skimlinks to: (a) dispute or resist, at its own cost and expense, such disclosure by the Merchant; or (b) consult with the Merchant, and have its reasonable requirements taken into account, in relation to the proposed form, timing, content and purpose of the disclosure
7.5 Merchant shall inform Skimlinks immediately if it becomes aware that Performance Data has been disclosed to any person or entity.
7.6 The Parties understand and acknowledge that no right or licence is granted to the Merchant in respect of the Performance Data except for its use in relation to the Permitted Purpose as expressly set forth in these Terms of Service.
7.7 The obligations in this section 7 will terminate on the second (2nd) anniversary following the date on which Skimlinks makes its final disclosure of Performance Data.
- Term and Termination of the Agreement
8.1. The Agreement will commence upon the date of Skimlinks’ receipt of Merchant’s initial payment (as described in clause 6.5) (the “Effective Date”) and will continue unless terminated earlier in accordance with this Section 8.
8.2 Subject to clause 8.3, either party may terminate the Agreement at any time by providing no less than thirty (30) days written notice, given in accordance with clause 11.1.
8.3. Either party may terminate the Agreement with immediate effect if:
8.3.1. the other party becomes bankrupt, insolvent or unable to pay its debts in accordance with Section 123 of the Insolvency Act 1986; or
8.3.2. the other party is in breach of any material term of the Agreement and, in the case of a breach capable of remedy, has failed to remedy such breach within three (3) days of having been notified in writing of such breach.
8.4. On termination of the Agreement, Skimlinks will immediately suspend the Merchant’s access to the PPP.
- License
All intellectual property rights subsisting in, relating to or arising out of the PPP or any part thereof) shall at all times be owned by and vest in Skimlinks, including all developments or enhancements to the PPP (or any part thereof). The Merchant agrees that the Agreement does not transfer or grant any right, title or interest in Skimlinks’ intellectual property rights in the PPP (or any part thereof) to the Merchant.
- Assignment
The Merchant may not assign or otherwise transfer its rights and/or obligations under the Agreement, whether in whole or in part.
- Communication
11.1. Any notice under the 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. E-mail notices from the Merchant to Skimlinks should be sent to the Skimlinks Account Specialist team at https://skimlinks.com/merchant-request or your Skimlinks Account Manager, as applicable.
11.2. Skimlinks may disclose its relationship with the Merchant in its marketing material (including its website(s)) and in its operational relationship with Affiliate Networks and Publishers, including using for such purposes the Merchant’s name and trademarks.
11.3. The Merchant agrees that Skimlinks may use the Merchant’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 PPP, and any modifications to the terms of the Agreement.
- Modifications
12.1. Skimlinks may modify all or any part of this Agreement, at any time and at its sole discretion, effective immediately upon e-mail notice sent to the Merchant. Continued participation in the PPP after receiving notice of such modification will constitute the Merchant’s unconditional acceptance of the modification to this Agreement.
- Indemnity
13.1. The Merchant 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 Merchant infringes or is alleged to have infringed the intellectual property rights of any third party; (ii) the Merchant is in breach of its obligations under the terms of the Agreement; or (iii) any third party claims arising from the Merchant’s use of the PPP otherwise than in accordance with the terms of the Agreement.
- Liability
14.1. Except as expressly and specifically provided in the 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 the Agreement. In particular (but without prejudice to the generality of the foregoing), Skimlinks makes no express or implied warranties or representations with respect to the operation or availability of the Service. Skimlinks will not be liable for the consequences of any interruptions to or errors in the PPP.
14.2. 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 (whether or not falling in any of the foregoing categories), costs, damages, charges or expenses.
14.3. Subject to clauses 14.1 and 14.2, Skimlinks’ total aggregate liability under or in connection with the Agreement, whether for breach of contract, tort (including negligence), misrepresentation or otherwise, shall be £50,000.
14.4. Nothing in the Agreement excludes the liability of either party for any other liability which cannot be excluded under applicable law, including fraud, fraudulent misrepresentation, or death or personal injury caused by either party’s negligence.
- Remedies
The Parties acknowledge that Skimlinks may be irreparably harmed by any breach of the terms of this Agreement and that damages alone may not necessarily be an adequate remedy. Accordingly, without prejudice to any other rights or remedies that Skimlinks may have, Skimlinks shall be entitled to apply for the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of the terms of this Agreement.
- Force Majeure
16.1. 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).
- Entire Agreement
17.1. The 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 shall not exclude liability for any fraud or fraudulent misrepresentation of a party.
- Governing Law and Jurisdiction
18.1. The 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 the Agreement or arising out of or in connection with the Agreement each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of England and Wales.