Terms of Service: Skimlinks Preferred Partner Program (“PPP”)

1. 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 Merchants.

2. Background

2.1. The Merchant markets its goods and/or services via affiliate links appearing on the websites of Skimlinks Publishers (the “Affiliate Links”).

2.2. The 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 this Agreement.

3. Definitions

“Agreement”	This agreement, under the terms of which a 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.
“Merchant”	A supplier of goods and/or services who is entitled to access the PPP under these Terms of Service.
“PPP”	The Skimlinks Preferred Partner Program, governed by these Terms 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.

4. The Preferred Partner Programme

4.1. Participation to the Skimlinks PPP is open to Merchants accepted by Skimlinks who pay the Access Fee, as set out in paragraph 5.

4.2. Upon fulfillment of the conditions set out in 4.1, the 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.

5. Access Fees

5.1. The fee for participation in the PPP will be reflected in monthly invoices [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”).

5.2. The minimum subscription term for access to the PPP is three (3) months.

5.3. The Access Fee is payable by credit / debit card for all levels or ACH transfer for Premium and VIP levels. 

5.4. The Access Fee is exclusive of UK value added tax (VAT) or any other applicable sales taxes, which may be added as appropriate.

6. Term and Termination of the Agreement

6.1. Subject to paragraph 5.2, either party may terminate the Agreement at any time by providing no less than thirty (30) days written notice, given in accordance with paragraph 9.1.

6.2. Either party may terminate the Agreement with immediate effect if:

6.2.1. the other party becomes bankrupt, insolvent or unable to pay its debts in accordance with Section 123 of the Insolvency Act 1986; or

6.2.2. 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.

6.3. On termination of the Agreement, Skimlinks will immediately suspend the Merchant’s access to the PPP.

7. License

7.1. 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.

8. Assignment

8.1. The Merchant may not assign or otherwise transfer its rights and/or obligations under the Agreement, whether in whole or in part.

9. Communication

9.1. 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.

9.2. 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.

9.3. 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.

10. Modifications

10.1. 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.

11. Indemnity

11.1. 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.

12. Liability

12.1. 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.

12.2. 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.

12.3. Subject to clauses 12.1 and 12.2, 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.

12.4. 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.

13. Force Majeure

13.1. 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).

14. Entire Agreement

14.1. 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.

15. Governing Law and Jurisdiction

15.1. 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.