1.1. Eligibility
We may reject your participation in this Programme if we determine, at any time and at our sole discretion, that Your Site is unsuitable for the Programme. Your Site may be deemed by us to be unsuitable if, in our view, it:
1.1.1.
contains, promotes or links to discriminatory, sexually explicit or violent material;
1.1.2.
promotes, depicts or links to material that promotes or depicts discrimination based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age;
1.1.3.
contains unlawful material, including but not limited to materials that may violate another's intellectual property rights, or links to a site that contains such material;
1.1.4.
contains information regarding, promotes or links to a site that provides information or promotes illegal activity; or
1.1.5.
for any other reason that is deemed by us to be unsuitable.
1.2.
You understand that SocialBookCo reserves the right to conclude that Your Site is unsuitable in accordance with our standards, in our sole discretion, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others' sites have not been deemed unsuitable despite having the same or similar characteristics as Your Site.
2.1
You may not use unsolicited commercial e-mail (UCE), spam, search engine spam, or other illegal or unethical means by which to generate referral commissions.
2.2
To obtain permission to advertise the Link in ways not specifically covered in this Agreement, you must e-mail bookreview@socialbookco.com with your proposed advertising method, Reviewer ID, and personal contact information and we will then contact you regarding this request. Such requests will be given due consideration, however, SocialBookCo reserves the right to deny any such requests without reason or justification, in SocialBookCo's sole discretion.
3.1
If you qualify and agree to participate as a Book Reviewer:
3.1.1
You may display the provided Link prominently throughout Your Site as you see fit and without our prior consent subject to the terms and limitations of this Agreement.
3.1.2
You shall not misrepresent SocialBookCo or its products or services, or otherwise make any claims, representations, or warranties in connection with SocialBookCo other than as expressly authorised by SocialBookCo, and
3.1.3
You shall have no authority to, and shall not bind SocialBookCo to any obligations, except as may be expressly set forth herein to the contrary or as otherwise agreed to and approved in advance in writing by SocialBookCo. Nothing in this Agreement nor any conduct of either party shall be deemed to constitute an employment or agency relationship.
3.2
You are solely responsible for ensuring that Your Site and your products and services that you offer from Your Site comply with all applicable copyright and other laws including anti-spam laws. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material on Your Site in violation of the law or any agreement, and your indemnity as outlined in Section 14 will protect us if you do so.
3.3
You are solely responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; and ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party and are not libellous or otherwise illegal. We disclaim all liability for all such matters.
3.4
You hereby undertakes to comply with all applicable EU- and national laws and regulations in force from time to time including, but not limited to, the EU-directive 2002/58/EC.
You may not:
3.4.1
directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using the Link on your site to access Our Site without prior approval;
3.4.2
read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;
3.4.3
take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring;
3.4.4
other than providing the Link on your site in accordance with this Agreement, post or serve any advertisements or promotional promoting Our Site or otherwise around or in conjunction with the display of the SocialBookCo Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows); or
3.4.5
seek to purchase or register any keywords, search terms or other identifiers that include the trade or service marks or names of SocialBookCo, including misspellings or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.
3.4.6
seek to purchase or register any domains or other identifiers that include the trade or service marks or names of SocialBookCo, nor may you seek to purchase or register any domains or other identifiers intended to approximate misspellings or typographical mistakes of same, or which otherwise would constitute typo or domain squatting, including variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.
3.4.7
use your own unique tracking link to place your own orders or place orders which will be, or are being, sold on to a third party, except as may be expressly set forth herein to the contrary or as otherwise agreed to and approved in advance in writing by SocialBookCo. If you are suspected of using the site in this way without our prior written permission then we reserve the right to withdraw you from the programme and cancel all pending commissions.
3.4.8
use third-party services that generate clicks or impressions such as paid-to-click, paid-to-surf, autosurf and click-exchange programs ; Be promoted through unsolicited mass emails or unwanted advertisements on third-party websites; Be loaded by any software that can trigger pop-ups, redirect users to unwanted websites, modify browser settings or otherwise interfere with site navigation.
3.5
If we determine, in our sole discretion, that you have engaged in any of the activities outlined in Section 3.4, we may (without limiting any other rights or remedies available to us) withhold any Commissions otherwise payable to you under this Agreement and/or terminate this Agreement.
3.6
We have the right, but not the obligation, in our sole discretion, to monitor Your Site and your usage of the Link at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
3.7
You are responsible for the payment of all tax and national insurance payable on any payments made to you by SocialBookCo.
4.1
Subject to the Payments and Fees Schedule, we will pay you, a single referral fee ("Commission") on sales to third parties. Your entitlement to an earned commission will accrue only if the customer:
4.1.1
accesses Our Site through the use of a Link on Your Site or Channel;
4.1.2
purchases using the retailer links on the SocialBookCo Site;
4.1.3
remits full payment for the sale, does not cancel and does not return the purchase.
4.2
The SocialBookCo system works on a last click wins basis, the last referring site will be credited for the purchase.
5.1
You will earn Commissions based on the sale of SocialBookCo Services according to the current fee schedule for the Programme and the guidelines of this Agreement, set forth herein, during the month in which such products are sold. We reserve the right to modify the commission value of a sold product or service at any time.
5.2
The Commissions are accumulated for every unique paying customer referred to us by Your Site, utilising the Links between Your Site and Our Site and the Retailer Site, excluding sales/amounts due to credit card or other fraud, charge backs and bad debt and credits for cancelled services ("Net Sales").
5.3
Payment will be made via PayPal or an agreed payment method
5.4
SocialBookCo will track the Commissions earned per Reviewer as reported by the retailer. SocialBookCo will track all Commissions earned and may, at its absolute discretion, decide not to pay any Commission to you should SocialBookCo believe that any referral has been made in violation of its technical guidelines, due to referral/customer fraud, or due to referral/customer contract cancellation. It is the Your sole and absolute duty to follow precisely this Agreement and its guidelines at all times. SocialBookCo is under no obligation whatsoever to pay any Commission to those who do not strictly follow this Agreement and its guidelines, as modified from time to time. SocialBookCo's determination of the commissions due shall be dispositive.
5.5
SocialBookCo reserves the right to prosecute or take legal action against any fraud, or conspiracy to defraud and to recover any Commissions paid to anyone which were earned as a result of such fraud. Fraud includes knowingly violating the terms and spirit of this Agreement.
6.1
We grant you a non-exclusive, non-transferable, revocable right:
6.1.1
to access Our Site through the Link solely in accordance with the terms of this agreement; and
6.1.2
solely in connection with the Link, to use our logos, trade names, trademarks and similar identifying material relating to us and which we provide to you (collectively, the "Licensed Materials"), for the sole purpose of establishing a link to Our Site so users of Your Site can purchase SocialBookCo Services.
6.2
You may not alter, modify or change the Link or Licensed Materials in any way. You may use only authorized, licensed advertising creatives or ads.
6.3
Other than establishing a link from Your Site to Our Site, you shall not make any use of any Licensed Materials without first obtaining our prior written consent. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We, in our sole discretion, may revoke your license to use our Link or the Licensed Materials at any time. You shall comply with all guidelines provided by SocialBookCo with respect to the text or graphic reproduction, appearance, and "look and feel" related to the marketing and representation of the Links and SocialBookCo.
6.4
Any unauthorised use of the SocialBookCo links, text, banners or other ads not approved of or provided by SocialBookCo may be cause for immediate termination of this Agreement.
6.5
You grant to us a non-exclusive license to utilise your company name and logo, as the same may be amended from time to time (the "Reviewer Trademarks"), to advertise, market, promote and publicize in any manner your participation in the Programme or our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote or publicise.
7.1
The term of this Agreement will begin upon your acceptance of this Agreement, by your acceptance of a book review, and/or our acceptance of your application for the Book Review Programme, and will end when terminated by either party. SocialBookCo may terminate this Agreement immediately at any time, with or without cause. Should you cease your publication of the Link this Agreement shall be deemed terminated by you. Violation of this Agreement shall constitute grounds for immediate termination of this Agreement.
7.2
Upon termination of this Agreement:
7.2.1
SocialBookCo's acceptance of referrals obtained through Your Site shall not constitute a continuation or renewal of this Agreement or a waiver of such termination;
7.2.2
you shall be entitled only to those Commissions, if any, earned by you on or prior to the date of termination excluding amounts due to actual fraud, credit card fraud, credit card chargebacks and bad debt and credits for cancelled services or as otherwise in violation of this Agreement;
7.2.3
you shall in no event be entitled to Commissions with respect to referrals delivered after the date of termination, irrespective of whether any service or product order, contract, or commitment relating thereto was entered into prior to the date of termination;
7.2.4
upon termination, your rights and licenses under this agreement shall immediately terminate and you shall remove the Link or other Licensed Materials from Your Site; and
7.2.5
you shall return to SocialBookCo any confidential information, and all copies thereof, in its possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations of SocialBookCo and the Book Review Programme.
7.3
We may withhold payment of Commissions, or any portion thereof, for a reasonable time to ensure that the correct amount is, although generally payments will continue to follow the schedule as outlined in Article 4.
7.4
Upon any termination of this Agreement, you and SocialBookCo will be released from all obligations and liabilities to the other occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein; provided that no such termination will relieve you from any liability arising from any breach of this Agreement occurring prior to termination.
7.5
You consents to SocialBookCo sending newsletters to your registered e-mail address and using the information given by You for marketing purposes.
8.1
We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available referral fees, commission schedules, payment procedures and Programme rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement as provided in article 7.
9.1
You and SocialBookCo 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 Site or otherwise, that reasonably would contradict anything in this Section.
10.1
You hereby represent and warrant to us that you are the sole and exclusive owner of the Reviewer Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not:
10.1.1
breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or
10.1.2
infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.
10.2
You further represent that:
10.2.1
You are duly organized, validly existing, and in good standing under the laws of the state or country of your origin, or you are an adult at least eighteen (18) years of age;
10.2.2
you have all requisite power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement;
10.2.3
This Agreement has been duly authorized, executed, and delivered by you and is a valid and binding obligation enforceable in accordance with its terms; and
10.2.4
The execution, delivery, and performance of and compliance with this Agreement does not and will not (i) conflict with, or constitute a default under, or result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of your properties or assets, nor result in any violation of any term of your governing documents, (ii) in any material respect, any term or provision of any mortgage, indenture, contract, agreement, instrument, judgment or decree, or (iii) to the best of your knowledge, any order, status, rule or regulation applicable to you, the violation of which would have a material adverse effect on your business or properties.
11.1
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our reviewers provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or through a source or sources other than such party hereto or its reviewers.
11.2
Notwithstanding the foregoing, each party is hereby authorised to deliver a copy of any such information
11.2.1
to any person pursuant to a subpoena issued by any court or administrative agency,
11.2.2
to its accountants, attorneys or other agents on a confidential basis.
12.1
Without limiting the generality of the foregoing, SocialBookCo shall in no event be liable to you or any other person, including, without limitation, subscribers, for indirect, incidental, or special damages, lost profits, lost savings, or any other form of consequential damages, regardless of the form of action, even if SocialBookCo has been advised of the possibility of such damages, whether resulting from breach of its obligations under this agreement or otherwise. Further, our aggregate liability arising with respect to this agreement and the programme will not exceed the total referral fees paid or payable to you under this agreement.
12.2
SocialBookCo makes no warranties, either express or implied, concerning the performance or functionality of SocialBookCo services, or our book review programme, including but not limited to the link or other affiliate advertisements and hereby expressly disclaims all implied warranties, including warranties of merchantability or fitness for a particular use or purpose.
12.3
Under no circumstances shall SocialBookCo be liable to you or any other person or entity, including, without limitation, customers, for any loss, injury, or damage, of whatever kind or nature, resulting from or arising out of any mistakes, errors, omissions, delays, or interruptions in the receipt, transmission, or storage of any messages or information arising out of or in connection with the book review programme or SocialBookCo.
13.1
You hereby agree to indemnify and hold harmless SocialBookCo, its parent company, sister companies, subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees), and costs (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on, or in any way connected with this Agreement, including but not limited to:
13.1.1
any breach by you of any warranty, representation, or agreement contained herein,
13.1.2
the performance of your duties and obligations hereunder,
13.1.3
your negligence,
13.1.4
any injury (including death) to persons or damages to property caused directly or indirectly by your negligent or intentional acts or omissions, or
13.1.5
the unauthorized use of any SocialBookCo intellectual property, including but not limited to the banners, logos, text or graphics; SocialBookCo, and or any part of the Book Review Programme.
13.1.6
any claim that our use of the Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party,
13.1.7
any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein,
13.1.8
the development, operation, maintenance and of Your Site and products and services offered from Your Site, or
13.1.9
any claim related to Your Site, including, without limitation, therein not attributable to us.
14.1
You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your site. You have independently evaluated the desirability of participating in the programme and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
15.1
Purchases that do not qualify for reviewer commission include the following:
- any product purchase that is not correctly tracked or reported due to the links from your site to the SocialBookCo site are not properly formatted;
- any product purchased for resale or commercial use of any kind;
- any product purchased after termination of this Operating Agreement;
- any product order that is cancelled or returned; and
- any product purchased by a customer who is referred to the SocialBookCo site through any of the following methods:
a. a Prohibited Paid Search Placement
b. a link to the SocialBookCo Site, including a Redirecting Link, that is generated or displayed on a Search Engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.
16.1
This Agreement shall be construed and governed in all respects in accordance with the Law of England and Wales and the English Courts shall have exclusive jurisdiction in respect of any disputes arising hereunder. SocialBookCo shall not be liable for the legality of SocialBookCo's service in countries other than the United Kingdom. Your are solely responsible for the legality of the use of the service if You are registered to SocialBookCo's service from a country other than the United Kingdom or if the Reviewers's website is on a server in a country other than the United Kingdom.
16.2
If any dispute arises out of this Agreement the Parties will attempt to settle it by mediation in accordance with the Model Mediation Procedure of the Centre for Dispute Resolution ('CEDR') or such other mediation procedure as the parties may agree in writing. To initiate the mediation one Party must give notice in writing ('the ADR Notice') to the other Party requesting a mediation in accordance with this clause. The mediation is to take place not later 28 days after the giving of the ADR Notice. If there is any issue upon which the Parties cannot agree within 14 days after the giving of the ADR Notice, CEDR (or such other mediation body as the Parties may have agreed) will, at the request of either Party, decide the issue for the Parties, having consulted with them
17.1
By using a Link provided by Book Review Programme, you execute, accept, enter into, and become party to this Agreement. At such point, SocialBookCo simultaneously and automatically becomes counter-party to this Agreement. The Effective Date of such Agreement is the day on which Link is used by you.