This is a legal agreement between you (“you”, “your,” or “yours“) and AI Web Ranking Company Limited (CRO: 653816) having its registered office at Copley Street, Cork, Ireland (“Vudini”, “we” or “us”).
This Agreement contains the terms that apply to you joining the Vudini Affiliate Program (the “Program”). By submitting an application to join the Program, you confirm that you have read and agree to the terms of this Agreement.
Any person who wishes to participate in the Program must accept the terms of this Agreement. If you do not agree to be bound by the terms of this Agreement you should not apply to join the Program.
1.1 In this Agreement, unless the contrary intention is stated, a reference to:
- the singular shall include the plural and vice versa;
- a person shall be construed as a reference to any individual, firm or company, corporation, governmental entity or agency of a state or any association or partnership (whether or not having separate legal personality) or two or more of the foregoing;
- a person includes that person’s legal personal representatives, successors and permitted assigns;
- ‘this Agreement’ mean the clauses of this Agreement, all of which shall be read as one document;
- a law includes any provision of any constitution, statute, statutory instrument, order, by-law, directive, regulation or decision of any governmental entity and any judicial or administrative interpretation of any of the foregoing, in each case, as amended, revised, modified or replaced from time to time;
- ‘writing’ shall include a reference to any electronic mode of representing or reproducing words in visible form including email;
2. Application and commencement
2.1 To apply to join the Program, you will need to complete and submit the online application at www.vudini.ai/affiliate. We may at our sole discretion accept or reject your application.
2.2 Upon your successful application to join the Program, you will become an “Affiliate” and you will be given a link to the Vudini website using a special URL we provide to each Affiliate (each, a “Qualifying Link”) and permitted to publish this link. The Qualifying Link will take users directly from your website and/or social media platform to our website.
2.3 This Agreement will begin upon our acceptance of your application to join the Program and will continue unless and until terminated by either party.
3. Affiliate Obligations
3.1 The Affiliate shall at all times during the term of this Agreement;
- promote and market Vudini and our products by all reasonable and proper means;
- conduct the promotion of Vudini and our products with all due care and diligence and cultivate and maintain good relations with our customers and potential customers;
- look after the interests of Vudini, act dutifully and in good faith and comply with all reasonable and lawful instructions from us in relation to this Agreement;
- in all promotions and other dealings relating directly or indirectly to Vudini and our products describe itself as, and clearly indicate that it is acting, independent from us;
- have no authority to make or accept any offers or representations on our behalf and will not make any statement to the contrary, whether on your website, social media platform or any other website or otherwise;
- keep us fully informed of the Affiliate’s promotional and marketing activities;
- (g) comply with all reasonable directions in so far as they relate to content published or produced by you which includes any reference to Vudini or our products;
- immediately report to us any data breaches, complaints or after sale enquiries about us or our products as soon as the Affiliate becomes aware of them and take all measures necessary to provide any information requested by us in connection with them;
- comply with all laws and regulations which affect in any way the Affiliate’s activities; and
- maintain throughout the term of this Agreement appropriate technical and organisational measures against the accidental, unauthorised or unlawful processing, destruction, loss, damage or disclosure of personal data and adequate security systems (including computer software) and other procedures to ensure that unauthorised persons do not have access to any equipment used to process personal data.
3.2 You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Vudini.
3.3 We may at any time cancel your participation in the Program if we determine that you are no longer suitable for our Program, including (as examples and without limitation) if you create, post or otherwise publish content that;
3.3.1. Promotes sexually explicit materials;
3.3.2. Promotes violence;
3.3.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
3.3.4. Promotes illegal activities;
3.3.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
3.3.6. Includes “Vudini” or variations or misspellings thereof in its domain name, branding, or impersonates Vudini through other means;
3.3.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;
3.3.8. Contains software downloads that potentially enable diversions of payments from other affiliates in the Program; or
3.4 You may not expressly or impliedly create or design your social media platform, website or any other website that you operate in a manner that resembles our website nor design your website in a manner that leads customers to believe you are Vudini or any other affiliated business.
3.5 Vudini reserves the right, at any time, to review your publication and use of the Qualifying Link and may, at our sole discretion, require that you change or amend any such publication or use.
3.6 You must comply with this Agreement to participate in the Program and receive payment. You must promptly provide us with any information that we request, including information to verify your compliance with this Agreement.
3.7 As a member of the Program, you will have access to an Affiliate account, through which you will be able to review details of the Program. In order for us to accurately keep track of your referred users, you must use the links and/or codes as provided to you.
3.8 It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your website and/or social media platform. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We disclaim any liability (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
4. Our Rights and Obligations
4.1 We have the right to monitor your content at any time to determine if you are following the
terms of this Agreement. We may notify you of any changes to your content that should be made, or to make sure that your links to our web site are appropriate. If you do not make the changes we request, we reserve the right to terminate your participation in the Program.
4.2 We reserve the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud in your use of the Program or should you misuse the Program in any way. If such fraud or misuse is detected, Vudini shall not be liable to you for any amounts for such fraudulent sales.
4.3 We shall during the term of this Agreement act dutifully and in good faith.
4.4 We shall promptly and efficiently deal with any enquiry or complaint relating to the Program raised by you.
5. Access to Affiliate Account
5.1 Upon successful registration for the Program, you will be given access to an Affiliate account. You will be able to receive monthly reports via your account that will detail our calculation of the amounts due to you.
6. Promotion Restrictions
6.1 You are free to promote your own web sites and/or social media platform however you are prohibited from using certain forms of advertising in any promotion of Vudini or our products.
6.2 Affiliates are prohibited from promoting Vudini using any form of spamming or unsolicited email. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity or your domain name.
6.3 You may use mailings to customers to promote Vudini so long as the recipient is already a customer or subscriber of your services, website or social media platform, and any such correspondence is, at all times, compliant with relevant Data Protection laws in your jurisdiction and recipients have the option to opt out of future mailings.
6.4 At all times, you must clearly represent yourself, your website and/or your social media platform as independent from Vudini.
6.5 If it comes to our attention that you are using spamming techniques or otherwise engaging in inappropriate and/or unlawful conduct, we will consider that cause for immediate termination of this Agreement and your participation in the Program. Any pending amounts that may owed to you will not be paid if your account is terminated due to such spamming or inappropriate and/or unlawful conduct.
6.6 Affiliates are prohibited from bidding in their Pay-Per-Click (“PPC”) campaigns on keywords such as Vudini.ai, Vudini, www.Vudini.ai, and/or any similar terms or similar alterations of these – be it separately or in combination with other keywords – and will be removed from the Program. We will make reasonable efforts to contact the affiliate prior to the removal. However, we reserve the right to terminate this Agreement without prior notice on the first occurrence of such PPC bidding behaviour.
6.7 Affiliates shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a Qualifying Link until such time as the consumer has fully exited the Vudini site (i.e., no page from our site or any Vudini’s content or branding is visible on the end-user’s screen). As used herein a “Parasiteware™” and “Parasitic Marketing” shall mean an application that:
(a) through accidental or direct intent causes the overwriting of Affiliate and non Affiliate payment tracking cookies through any other means than a customer initiated click on a Qualifying Link on a web page or email;
(b) intercepts searches to redirect traffic through an installed software, thereby causing pop ups or payment tracking cookies to be put in place or other payment tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines);
(c) set payment tracking cookies through loading of the Vudini site in IFrames, hidden links and automatic pop ups that open the Vudini site;
(d) targets text on websites, other than those websites 100% owned by the application owner, for the purpose of contextual marketing;
(e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
7.1 Your referral fees are calculated as 25% of Net Receipts. “Net Receipts” means money paid to and actually received by Vudini from sales to persons directed by you to our site via your Qualifying Link (“Customer”), less any associated costs including, but not limited to, the following:
- third party credit card or payment processing fees (e.g., bank, credit card fees, etc.), and
- cancellations, returns or refunds.
7.2 We will pay you approximately 30 days following the end of a calendar month in which the underlying money is paid to Vudini from the referred Customer. Payment will be made in US Dollars only and may be made by electronic funds transfer or such another method as may be selected by Vudini.
7.3 You shall only be entitled to receive referral fees for purchases from our site made by a Customer who:
a) was directed to our site via your Qualifying Link; and
b) your Qualifying Link was the only or last clicked link by the Customer.
7.4 Referral fees shall only be due to you upon payment to us by the Customer for products and services purchased through your Qualifying Link.
7.5 We are not responsible for payment if a customer does not use the special Qualifying Link we provide to you or does not enable cookies on his or her Internet browser or if the cookie is deleted or expires.
7.6 You understand that payment is contingent upon your compliance with the terms of this Agreement and your participation in the Program not violating any laws, rules or regulations.
7.7 You are responsible for determining the applicability of, and payment of, any income tax or similar or other taxes that may be applicable to your participation in the Program, if any.
7.8 We are not responsible to you or any tax authority for any taxes relating to amounts that you receive under the terms of the Program, including but not limited to any income tax or pay related social insurance.
8. Grant of Licenses
8.1 We grant to you a limited, non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials“) that we provide to you or authorise for such purpose.
8.2 You are only entitled to use the Licensed Materials for the term of this Agreement. You agree that all uses of the Licensed Materials will be on behalf of Vudini and the goodwill associated therewith will inure to the sole benefit of Vudini.
8.3 You will not take any action that conflicts with our rights in, or ownership of, any of the Licensed Materials. You will immediately take corrective action to bring into compliance with our requirements all use of the Licensed Materials as we may direct from time to time.
8.4 You agree not to use our Licensed Materials in any manner that is disparaging, misleading, obscene or that otherwise portrays us in a negative light. We reserve all our rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, we retain all right, title, and interest to such rights and no right, title, or interest is transferred to you.
8.5 You grant to us a limited, non-exclusive, non-transferable, irrevocable right to use and/or publish on our website any content produced by you which references us or our products or which uses the Vudini logo, trade name, trademark, or similar identifying material.
9.1 We may amend the terms of this Agreement at any time at our sole discretion. Amendments may include but are not limited to, changes in the payment procedures and the terms of your agreement with us.
9.2 If any amendment to the terms of the Program is unacceptable to you, either party may terminate this Agreement with 30 days’ notice in accordance with clause 10.
9.3 Your agreement to the new terms, which shall be obtained through a new click-through agreement or shall be deemed to be obtained by your continued participation in the Program following the posting of the change notice or new agreement on our site, will indicate your agreement to the changes as reflected in the new or amended agreement.
10.1 Either you or we may end this Agreement at any time, with or without cause, by giving the other party 30 days’ notice in writing.
10.2 Written notice must be sent by email. In the case of written notice sent to us by email, all such emails must be directed to email@example.com.
10.3 In the event that we issue written notice to you by email, we will direct any such correspondence to the email address from which we last received correspondence from you.
10.4 We may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following reasons:
(a) any breach of this Agreement by you;
(b) potential claims or liability of us for in connection with your participation in the Program;
(c) damage to our brand or reputation in connection with your participation in the Program,
(d) deceptive, fraudulent or illegal activity in connection with your participation in the Program,
(e) previous termination of this Agreement or suspension of your account with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason, or
(f) termination of the Program generally.
10.5 If you do not comply with our reasonable directions to remove content under clause 3.1(g) we may terminate this Agreement with immediate effect and withhold any payment due to you at the time of such termination.
11. Consequences of Termination
11.1 Upon any termination of this Agreement, all rights and obligations of the parties will immediately cease, including any and all licenses granted in connection with this Agreement including the Licensed Materials, except those rights and obligations of the parties set out in this Agreement which explicitly survive termination of this Agreement together with any amount payable but unpaid and owing under this Agreement.
11.2 No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
11.3 No payments will be made to you on amounts received by Vudini from Customers post-termination.
12. Representations and Warranties
12.1 You represent and warrant that:
(a) this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
(b) you have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
(c) you will participate in the Program and create, maintain, and operate your website and/or social media platform in accordance with this Agreement;
(d) neither your participation in the Program nor your creation, maintenance, or operation of your website and/or social media platform will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such laws governing communications, data protection, advertising, and marketing);
(e) You are at least 18 years of age and are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting);
(f) you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement; and
(g) the information you provide in connection with the Program is accurate and complete at all times.
12.2 We make no express or implied representations or warranties regarding the Program, the Vudini service, website or the products or services provided by us or 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.
12.3 We may discontinue any product or service, or may change the nature, features, functions, scope or operation of any product or service, at any time. We will not be responsible for (a) any errors, inaccuracies, viruses, malicious software or service interruptions including power outages or system failures or (b) any unauthorised access to or alteration of, or deletion, destruction, damage, or loss of, your site or any data, images, text, or other information or content.
12.4 We do not make any representation, warranty, or covenant regarding the amount of traffic or fees you can expect at any time in connection with the Program and we will not be liable for any actions you undertake based on your expectations.
13.1 We shall not be liable under this Agreement for any loss of profit, revenue, business, indirect or consequential loss or damage.
13.2 Without prejudice to any other clause of this Agreement, our maximum aggregate liability for breach of this Agreement, whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall in no circumstances exceed the total payments made in any one year to you under this Agreement.
13.3 Nothing in this Agreement shall exclude or in any way limit either party’s liability for death or personal injury caused by its own negligence, liability for fraud or fraudulent misrepresentation or any other liability which cannot be excluded by law.
13.4 You agree to indemnify and keep us indemnified from and against any and all any demand, claim, proceeding, suit, judgement, loss, liability, cost, expense, fee, penalty or fine (“Loss”) suffered or incurred, by us arising out of or in connection with (i) any breach of this Agreement by you, (ii) any infringement or misappropriation of the intellectual property rights or other proprietary rights of any third party, (iii) any claim related to your website or social media platform including, without limitation, content therein not attributable to us, or (iv) your or your employees’ or contractors’ negligence or wilful misconduct.
13.5 This Agreement sets forth the full extent of our obligations and liabilities to you in respect of your participation in the Program.
14.1 For the purposes of this Agreement, “Confidential Information” means, in relation to a party, information (in whatever form communicated or recorded) belonging or relating to that party, its business affairs or activities which is not in the public domain or generally available to the public and which;
- that party has marked as confidential or proprietary, or
- has been described as confidential by that party to the other (orally or in writing), or
- due to its character or nature, a reasonable person in a like position to its recipient and under like circumstances would treat as confidential.
14.2 You shall keep confidential our Confidential Information (including, without limitation, all precautions that it employs in respect of its own most confidential information) and shall not, without the prior written consent of the other, use, disclose, copy or modify our Confidential Information other than as necessary for the exercise of your rights, and performance of your obligations, under this Agreement.
14.3 You undertake to disclose our Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the exercise of your rights, and performance of your obligations, under this Agreement, and to procure that such persons are made aware of, and agree in writing to observe the obligations of confidentiality in Clause 14.2.
14.4 You shall give notice to us of any unauthorised use, disclosure, theft or other loss of our Confidential Information immediately upon or as soon as is practicable after becoming aware of it.
15.1 If the whole or any part of a provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, that will not affect the legality, validity or enforceability under the law of that jurisdiction of the remainder of the provision in question or any other provision of this Agreement and the legality, validity or enforceability under the law of any other jurisdiction of that or any other provision of this Agreement.
16.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
17.1 You shall not assign, transfer, mortgage, charge, subcontract, encumber, lien, declare a trust over or deal in any other manner with any of your rights and obligations under this agreement.
17.2 We reserve the absolute right to assign any or all of its rights and/or transfer its rights and obligations by way of novation under this agreement. Where we transfer our rights and obligations, it will notify you of the transferee and confirm that the transferee shall thereafter assume our rights and obligations under this Agreement.
18. Dispute Resolution
18.1 In the event of a dispute between the parties under this agreement, the matter shall be referred in writing in the first instance by the aggrieved party to the other party with a view to it being resolved in good faith.
18.2 If the dispute cannot be resolved within thirty (30) business days of the referral, or such other longer period as may be agreed upon between the parties, the parties shall refer the dispute to a single mediator as may be agreed between the parties. The cost of such mediator shall be borne equally by the parties.
19. Governing Law and Jurisdiction
19.1 This Agreement and any non contractual obligations arising out of or in connection with this Agreement shall be governed by, and construed in accordance with, the laws of Ireland.
19.2 Each of the parties to this Agreement irrevocably agrees that the courts of Ireland shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts.
20.1 This Agreement represents the entire agreement between us and you with respect the Program and shall supersede all prior agreements, understandings and communications of the parties, oral or written.
20.2 The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.