Affiliates Terms and Conditions

Path to Arabic Affiliate Program Terms and Conditions

Please read The Path to Arabic Affiliate Programme Terms and Conditions carefully before applying to become an Affiliate, as they set out our and your legal rights and obligations in relation our Path to Arabic Affiliate Programme. You will be asked to agree to these Affiliate Programme Terms and Conditions before becoming an Affiliate. If you do not agree please do not use the Site or apply to join.

You should print a copy of these Affiliate Programme Terms and Conditions for future reference. We will not file a copy specifically in relation to you, and they may not be accessible on our website in future.

This agreement is in effect as of Jun 23, 2017.

We reserve the right to change the Terms and Conditions for The Path to Arabic Affiliate Programme from time to time with or without notice and any revision or change will be effective immediately at any time. You acknowledge and agree that it is your responsibility to review this Affiliate Programme Terms and Conditions periodically to familiarise yourself with any modifications. Your continued use of the Affiliate Programme after such amendments will represent your recognition of the modified terms and conditions of The Path to Arabic Affiliate Programme.

If you have any questions or complaints about our Affiliate Programme please contact us by email to Support@PathtoArabic.com.

1. Definitions and interpretation

1.1          In the Agreement:

“Acceptance Email” means an email sent by Path to Arabic (hereafter referred to as the 'Merchant’) 'to the Affiliate in accordance with Clause [2.3] confirming that the Affiliate has been accepted into the Path to Arabic Affiliate Programme;

“Affiliate” means the person (natural or legal) or entity specified as the applicant for our Path to Arabic Affiliate Programme on the Registration Form who promotes the Merchant’s products or services through a website and agrees to accept the terms and conditions of the Affiliation Programme;

“Affiliate Programme” means the Merchant's Affiliate Programme detailed in the Agreement where promotional tools, textlinks, banner ads, etc are provided to affiliates including remuneration accepted by the affiliates.

“Affiliate Website” means the website or websites owned and operated by the Affiliate and specified by the Affiliate on the Registration Form;

“Agreement” means the agreement between the Merchant and the Affiliate incorporating these Affiliate Programme Terms and Conditions, the Registration Form and the Acceptance Email, and any amendments to it from time to time;

“User or Visitor” means any person connected to the internet who is likely to visit an affiliate website and proceed to make or complete a purchase.

“Effective Date” means the date the Agreement comes into force as specified in Clause [2];

“Force Majure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, denial of service attacks, virus or other malicious software infections or attacks, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

“Link” means a hyperlink (whether in text or in an image or otherwise) from the Affiliate Website to the Merchant’s Website enabling the Merchant to track visitors from the Affiliate Website to the Merchant’s Website using its affiliate tracking system;

“Merchant” means Path to Arabic a company incorporated in England and Wales (registration number 07683682) having its registered office at 44 Salcombe Road, Walthamstow, London, E17 8JH, United Kingdom

“Merchant Website” means the website accessible via the following URL[s]: www.PathtoArabic.com, plus any other websites notified by the Merchant to the Affiliate from time to time;

OR

“Merchant Website” means those websites specified by the Merchant [in the Acceptance Email][, plus any other websites notified by the Merchant to the Affiliate from time to time];

“Payments” means payments of such amounts as are specified by the Merchant from time to time on the Merchant Website in respect of the relevant type of Payment Trigger;

“Payment Trigger” means:

(a)          A purchase of the Merchant's goods or services on the Merchant Website made by a user who (first) visited the Merchant Website by means of a Link and who made such purchase within 30 days of the date of that (first visit), providing that such user did not at any time between the visit and the purchase visit the Merchant Website by means of a hyperlink associated with another affiliate within the Affiliate Programme;

(b)          The submission of a completed registration form on the Merchant Website by a user who [first] visited the Merchant Website by means of a Link and who submitted such registration form within 30 days of the date of that [[first] visit][, providing that such user did not at any time between the visit and the registration visit the Merchant Website by means of a hyperlink associated with another affiliate within the Affiliate Programme; and

(c)           A unique user visit to the Merchant Website made by a user through a Link [, providing that a user will not be considered a "unique" user if that user has at any previous time visited the Merchant Website;

“Prohibited Materials” means content, works or other materials that constitute, or that the Merchant reasonably determines constitute:

(a)           Material that breaches any applicable laws, regulations or legally binding codes or does not comply with the legislation in force or with the rights of third parties;

(b)          Material that infringes any third party intellectual property rights or other rights;

(c)           Indecent, violent, racist, obscene, pornographic or lewd material;

(d)          Material that is offensive or abusive, libellous or incitement to any form of extremism or discrimination or is likely to cause annoyance, inconvenience or anxiety to another internet user;

(e)          Computer viruses, spyware, trojan horses or other malicious or harmful routines, programs or software; and/or

(f)           Spam or unsolicited bulk email or unsolicited commercial email

Note that Path to Arabic reserves the right to refuse any application, at its own discretion, without having to provide any form of justification.

“Registration Form” means the HTML form on the Merchant Website enabling users to apply to become Affiliates;

“Term” means the term of the Agreement; and

“Verified Payment Trigger” means a Payment Trigger that has been verified by the Merchant using its affiliate tracking system (for the avoidance of doubt, this excludes both Payment Triggers that have not been so verified and events that are not Payment Triggers but are falsely verified as such).

1.2          In the Agreement, a reference to a statute or statutory provision includes a reference to:

(a)          That statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b)          Any subordinate legislation made under that statute or statutory provision.

1.3          The Clause headings do not affect the interpretation of the Agreement.

1.4          The ejusdem generis rule is not intended to be used in the interpretation of the Agreement.

1. The Agreement

2.1          In order to apply to become an Affiliate, the applicant must complete and submit the Registration Form with true, accurate and complete information to the Merchant including but not limited to, identity, contact information, payment instructions, address and any other data that may be requested from time to time.

2.2          If the applicant makes any input errors during the order process, these may be identified and corrected by the applicant before the Registration Form is submitted.

2.3          The Agreement will come into force if and when the Merchant sends to the Affiliate the Acceptance Email, following the submission of a completed Registration Form by the Affiliate.

2.4          The Agreement will continue in force indefinitely, unless and until terminated in accordance with Clause [11].

2.5          Path to Arabic may interrupt online services and/ or its Affiliates Programme, temporarily or permanently at any time and without warning and there will be no compensation offered to any Affiliate Programme members.

2.6          Your right to use PathtoArabic.com is not transferable to anyone but yourself, including but not limited to username and access passwords.

1. Affiliate Programme

3.1          The Affiliate may / will within 7 days following the Effective Date include (at least one Link / Links) on the Affiliate Website, and will maintain at least one Link on the Affiliate Website during the Term.

3.2          The Affiliate will be granted access to an Affiliate control panel on the Merchant Website during the Term, from which the Affiliate will be able to:

(a)          Alter the Affiliate's account details and preferences;

(b)          Access analytics information relating to the Affiliate's performance; and

(c)           Download to use or integrate into their sites promotional tools such as hyperlinks, banners, buttons, etc and affiliates can use as many of these materials as they wish as long as it is used for the sole purpose of promoting the site PathtoArabic.com.

Note that Path to Arabic reserves the right to suspend or discontinue the Affiliate Programme at any time and without notice and this also applies to any modification or removal of any Affiliate Programme content, graphics or documentation during or after they appear on the site.

1. Affiliate Obligations

4.1          The Affiliate will provide Path to Arabic with:

(a)          Such co-operation as is required by the Merchant (acting reasonably) in connection with the Affiliate Programme; and

(b)          Quality, legitimate and reputable leads obtained in a responsible and professional manner.

(c)           All information and documents required by the Merchant (acting reasonably) in connection with the Affiliate Programme. In addition, should the Affiliate own more than one website or other channels they are obliged to inform the Merchant the network of sites that they wish to place Path to Arabic Affiliate Programme content.

(d)          Cooperation in removing all links to the Merchant website in the event that Path to Arabic or the affiliate withdraws or cancels the Affiliate Programme’s terms and conditions and to terminate all use and/or reproduction of the Merchant’s logos, links, banners, etc.

(e)          Full compensation for any loss or damage caused to Path to Arabic for any claims made by any 3^rd parties as a result of the affiliate failing to deliver its obligations under the Affiliate Programme’s terms and conditions.

4.2          The Affiliate must not:

(a)          Include any Prohibited Materials, goods or services on the Affiliate Website, or include any direct or indirect links to any other Prohibited Materials on the Affiliate Website

(b)          Market the Affiliate Website using spam or unsolicited emails or other unsolicited communications, or using any form of spyware, parasiteware, adware or similar software, or using any other antisocial or deceptive methods; and

(c)           Increase or seek to increase the number of Payment Trigger events using any fraudulent or deceptive method.

(d)          Contravene the rights of any third parties of any kind include Path to Arabic or cause harm or damage to the brand image of Path to Arabic regardless of any legal system.

(e)          Disrespect or alter the graphic elements of the Merchant’s logo, branding and promotional content and under no circumstances carry out any form of modification.

(f)           Modify or alter any coding that are required to create the Affiliate Programme promotional tools and content that directs users to the Merchant’s website(s)

(g)          Engage in the purchase of any keywords belonging to Path to Arabic or any such variations from any search engine or other service provider(s) including the registration of domain name(s) or subdomain name(s) or any other words containing any Path to Arabic branding whether spelt correctly or incorrectly. Also, any domain names that have already been purchased will need to be returned by the affiliate to Path to Arabic on joining our Affiliate Programme.

(h)          Use any Path to Arabic branding or images in the HTML coding of any affiliate site(s) in order to increase search engine ranking or mention or include any Path to Arabic in advertising promotions without prior written consent.

4.3          take any action in connection with the Path to Arabic Affiliate Programme which might reasonably be expected to lead to the possibility of damage to the reputation, brand, image and goodwill of the Merchant and/or the Merchant Website.

1. Intellectual Property Rights

5.1          All Affiliate Programme content, graphics, design, etc including all other related matter on this website(s) are the sole property of Path to Arabic and may not be reproduced, redistributed, printed or downloaded by anyone other than Affiliate Programme members and is strictly prohibited. All content is protected under applicable copyrights, national and international treaties.

5.2          The Merchant grants to the Affiliate during Term a worldwide, non-exclusive, royalty-free licence to reproduce the Links electronically and to publish the Links on the Affiliate Website.

5.3          The Merchant does not warrant that the use of the Links by the Affiliate will not infringe any third party Intellectual Property Rights or give rise to any other liability on the Affiliate.

1. Commission Payments

6.1          In respect of each Verified Payment Trigger, the Merchant will make a Payment to the Affiliate, subject always to the other terms of the Agreement.

6.2          The Merchant will account to the Affiliate for all Commission Payments due in respect of 30 days, unless the amount due is less than $50, in which case the Payments may be held over to the next accounting date.

6.3          If the Affiliate is registered for VAT in the European Union then:

(a)          All Payments amounts stated in or in relation to the Agreement or on the Merchant Website are stated inclusive of VAT payable by the Merchant to the Affiliate;

(b)          The Affiliate is solely responsible for accounting for such VAT to the relevant tax authorities; and with any other tax laws that apply to Affiliate payments.

(c)           The Affiliate must provide to the Merchant within (30) days following the making of a Payment under this Clause [6] a valid VAT receipt in respect of such Payment.

6.4          If the Merchant is required by law to deduct withholding tax or any other taxes or duties from any Payments, then the Merchant will deduct such amounts from the Payments before paying them to the Affiliate.

6.5          Payments together with an invoice to the Affiliate will be made in (US Dollars) by PayPal (using such payment details as are provided by the Affiliate on the Registration Form).

6.6          If the Merchant does not pay any amount properly due to the Affiliate or if you disagree with the reports or the amount payable under or in connection with the Agreement, the Affiliate should contact Path to Arabic immediately with a written notice of your dispute. Dispute notices must be received within 30 days after payment is made otherwise you will forfeit your right to dispute such claims.

6.7          No Payments will be due in respect of:

(a)          Any direct visits to or actions upon the Path to Arabic Website made by or on behalf of:

(i)            The Affiliate;

(ii)           Any parent undertaking or subsidiary of the Affiliate;

(iii)          Any employee, agent or officer of the Affiliate or any parent undertaking or subsidiary of the Affiliate; or

(iv)         Any natural person related to any of the above;

(b)          Any amount received by the Merchant by means of the fraudulent or unlawful use of a credit, debit or other payment card, or by any other fraudulent or unlawful means. Path to Arabic reserves the right to suspend or terminate membership from our Affiliate Programme and to refuse part or all commission payments. The affiliate will be informed in such cases.

(c)           Any purchases on the Merchant Website which are subsequently cancelled, refunded, reversed, or charged-back or is not completed within 30 days of clicking on the hyperlink;

and the Merchant will be entitled to require repayment of Payments made as a result of such visits, actions and purchases.

6.8          Both before and after termination, the Merchant will be entitled to set off any amount owed to the Affiliate against any amount the Affiliate owes to the Merchant whether under the Agreement or otherwise, and against any loss or damage suffered by the Merchant whether in relation to the Agreement or otherwise arising out of the Affiliate's acts or omissions.

6.9          All affiliates accepted into the Path to Arabic Affiliate Programme shall receive a commission rate of 25% and Path to Arabic reserves the right to change the amount of commission payment under these terms and conditions for the Path to Arabic Affiliates Programme at any time.

1. Warranties

7.1          Each party warrants to the other party:

(a)          That it has the legal right and authority to enter into and perform its obligations under the Agreement; and

(b)          That it will perform its obligations under the Agreement with reasonable care and skill.

7.2          All of the parties' liabilities and obligations in respect of the subject matter of the Agreement are expressly set out in the terms of the Agreement. To the maximum extent permitted by applicable law and subject to Clause [9.1], no other terms concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

1. Indemnity

                The Affiliate will indemnify and keep indemnified the Merchant, and the Merchant's officers, employees, representatives, agents and subcontractors, against all damages, liabilities, claims, losses, costs and expenses (including legal expenses) arising out of or as a result of any breach by the Affiliate of any term of the Agreement.

1. Limitations and exclusions of liability

9.1          Nothing in the Agreement will:

(a)           Limit or exclude the liability of a party for death or personal injury resulting from negligence;

(b)          Limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;

(c)           Limit any liability of a party in any way that is not permitted under applicable law; or

(d)          Exclude any liability of a party that may not be excluded under applicable law.

9.2          The limitations and exclusions of liability set out in this Clause [9] and elsewhere in the Agreement:

(a)          Are subject to Clause [9.1];

(b)          Govern all liabilities arising under the Agreement (or any collateral contract) or in relation to the subject matter of the Agreement (or any collateral contract), including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty; and

(c)           Will (not limit or exclude / limit and exclude) the liability of the parties under the express indemnities set out the Agreement.

9.3          The Merchant will not be liable to the Affiliate in respect of any loss of profits, income, revenue, use, production or anticipated savings.

9.4          The Merchant will not be liable to the Affiliate for any loss of business, contracts or commercial opportunities.

9.5          The Merchant will not be liable to the Affiliate for any loss of or damage to goodwill or reputation.

9.6          The Merchant will not be liable to the Affiliate in respect of any loss or corruption of any data, database or software. Further, Path to Arabic does not guarantee www.PathtoArabic.com will be free from any disruption or faults.

9.7          The Merchant will not be liable to the Affiliate for any damage to or loss of hardware, software or information caused by content downloaded from the Merchant Website. The Affiliate is responsible for ensuring its own protection against computer viruses or other harmful code.

9.8          The Merchant will not be liable to the Affiliate in respect of any special, indirect or consequential loss or damage.

9.9          The Merchant will not be liable to the Affiliate for any losses arising out of a Force Majeure Event.

9.10        The Merchant's liability to the Affiliate in relation to any event or series of related events will not exceed the greater of:

(a)          $10; and

(b)          The total amount paid and payable by the Merchant to the Affiliate under the Agreement during the one month period immediately preceding the event or events giving rise to the claim.

1. Force Majeure Events

10.1        Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations under this Agreement, those obligations will be suspended for the duration of the Force Majeure Event.

10.2        A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this Agreement, will promptly notify the other.

10.3        The affected party will take reasonable steps to mitigate the effects of the Force Majeure Event.

1. Termination

11.1        Either party may terminate the Agreement immediately at any time by giving a 7 day written notice to the other party.

11.2        The Merchant may terminate the Agreement immediately by cancelling the Affiliate's account on the Merchant Website or by giving written notice to the Affiliate if the Affiliate:

(a)          Commits any (material) breach of any term of the Agreement;

(b)          Becomes insolvent or bankrupt or enters into any insolvency or bankruptcy process or procedure; or

(c)           The Affiliate dies or as a result of illness or incapacity becomes incapable of managing his or her own affairs.

(d)          Persists to deliver bad quality leads and/ or transactions Path to Arabic reserves the right to terminate an Affiliate member account with immediate effect and without notice.

1. Effects of termination

12.1        Upon termination all the provisions of the Agreement will cease to have effect, save that the following provisions of the Agreement will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): [Clauses 1, 8, 9, 12 and 13.3 to 13.11].

12.2        If the Agreement is terminated by the Merchant under Clause [11.2] or in the circumstances described in Clause [11.2], the Merchant will not have any obligation to make any further Payments to the Affiliate.

12.3        Subject to Clause [12.2]:

(a)          The Merchant will pay to the Affiliate all Payments arising from Verified Payment Triggers activated on or before the date of effective termination of the Agreement in accordance with the terms of the Agreement; and

(b)          Termination of the Agreement will not affect either party’s accrued rights as at the date of termination.

1. General

13.1        Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be sent by (recorded signed-for) post, or sent by fax or email, for the attention of the relevant person, and to the relevant address, fax number or email address specified on the Registration Form (in the case of the Affiliate) or the Merchant Website (in the case of the Merchant) (or as notified by one party to the other in accordance with this Clause).

13.2        A notice will be deemed to have been received at the relevant time set out below:

(a)          Where the notice is delivered personally, at the time of delivery;

(b)          Where the notice sent by (recorded signed-for) post, (48 hours) after posting; and

(c)           Where the notice sent by fax or email, at the time of the transmission (providing the sending party retains written evidence of the transmission).

13.3        No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

13.4        If a Clause of the Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other Clauses of the Agreement will continue in effect.  If any unlawful and/or unenforceable Clause would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the Clause will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant Clause will be deemed to be deleted).

13.5        Nothing in the Agreement will constitute a partnership, agency relationship or contract of employment between the parties. The Affiliate will not make any statement on the Affiliate Website or otherwise which expressly or impliedly suggest that there is any such relationship between the parties.

13.6        The Agreement may be varied by the Merchant posting a new version of the Agreement on the Merchant Website and notifying the Affiliate in writing that the Agreement has been varied.  The Affiliate's continued participation in the Affiliate Programme after receipt of such a notice will constitute the Affiliate's acceptance of the varied Agreement.

13.7        The Affiliate hereby agrees that the Merchant may freely assign any or all of its rights and/or obligations under the Agreement to any successor to all or substantial part of the business of the Merchant from time to time. The Affiliate may not without the prior written consent of the Merchant assign, transfer, charge, license or otherwise dispose of or deal in the Agreement or any of its rights or obligations under the Agreement.

13.8        Save as provided for in Clause [8], the Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party.  The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to the Agreement are not subject to the consent of any third party.

13.9        The Agreement constitutes the entire agreement and understanding of the parties in relation to the subject matter of the Agreement, and supersedes all previous agreements, arrangements and understandings between the parties relating to the subject matter of the Agreement.  Subject to Clause [9.1], each party acknowledges that no representations or promises not expressly contained in the Agreement have been made by or on behalf of the other party.

13.10     The Agreement will be governed by and construed in accordance with the laws of England and Wales,

13.11     The courts of England and Wales will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.