Affiliate Network. 9.1 The provisions of this section 9 shall apply solely with respect to any Affiliate that is an Affiliate Network.
Affiliate Network. The Affiliate Network is comprised of advisory board members from each of the Community Affiliates. Each affiliate will have a minimum of one member attend the Affiliate Network annual meeting. One (1) member of the Affiliate Group will be elected by the group to serve a one-year term on the Host Foundation Board and elect one (1) member to serve 1 2-year term on the Host Foundation’s Investment Committee. As the founding affiliate, Boulder Junction Community Foundation will have the option of holding a seat on the Host’s Board of Directors and Investment Committee as long as affiliated with the Host Foundation. These seats will be assigned by the Boulder Junction Community Foundation Advisory Board.
Affiliate Network. 1. AFFILIATE ACCOUNT
1.1. To access and use the Affiliate Network, the Client shall provide Visualsoft with:
1.1.1. the Client’s registered company name;
1.1.2. the Client’s registered company number;
1.1.3. the Client’s registered office address;
1.1.4. the Client’s principal place of business (if different to the Client’s registered office address);
1.1.5. the Client’s VAT number (if applicable);
1.1.6. contact details (including full name, job title, telephone number and email address) for primary and secondary points of contact within the Client; and
1.1.7. any other information relating to the Client that Visualsoft indicates to be necessary, following which Visualsoft shall create an account for the Client (“Affiliate Network Account”).
1.2. In order to ensure the effective launch of the Affiliate Network Account, the Client shall, within 10 Business Days of the Commencement Date:
1.2.1. integrate the Tracking System into the Website;
1.2.2. confirm to Visualsoft what Commission Fee will be applicable to each Participating Affiliate; and
1.2.3. provide any other information that Visualsoft indicates to be necessary, including product feeds and image-based creative.
1.3. The Client agrees to keep the information provided to Visualsoft under clause 1.1 of this Section 4 (Affiliate Network) up to date during the Term.
1.4. The Client is solely responsible for any and all activity undertaken on the Affiliate Network Account, and shall ensure the security of the Client’s login credentials. Visualsoft is not responsible for any loss or damage caused by the Client’s failure to maintain the security of the Affiliate Network Account.
1.5. The Affiliate Network Account is provided for the Client's use in connection with carrying out a business activity. Visualsoft does not provide the Affiliate Network Account (or any other aspect of the Services) for personal, household or other use.
1.6. The Client shall ensure that Visualsoft has access to the Affiliate Network Account at all times and shall provide Visualsoft with any administrator credentials for the Affiliate Network Account immediately on Visualsoft's request.
Affiliate Network. 2.1. As part of the Services, Visualsoft will provide the Client with access to the Affiliate Network.
2.2. Unless otherwise agreed in writing with Visualsoft, the Affiliate Network is provided on an “as is” basis. Visualsoft does not warrant that the Affiliate Network, or any other aspect of the Services, will be uninterrupted, timely, secure or error-free, or that they will not contain any Virus or Vulnerability.
2.3. The Client acknowledges that:
2.3.1. the Contract does not govern the contractual relationship between Visualsoft and any Participating Affiliate;
2.3.2. the Client shall not pay any fee (including the Commission Fee) directly to a Participating Affiliate;
2.3.3. during the Term, the Client shall not enter into, or attempt to enter into, any agreement, contract or arrangement with a Participating Affiliate for the provision of any services the same as, or similar to, the Services outside the Affiliate Network; and
2.3.4. the Client shall not enter into, or attempt to enter into, any agreement, contract or arrangement with a Participating Affiliate that would prevent or otherwise impact the relevant Participating Affiliate’s promotion of other clients participating in the Affiliate Network.
2.4. The Client acknowledges and agrees that it does not have any contractual relationship with any Participating Affiliate. If the Client has any complaints relating to the Affiliate Network or any Participating Affiliate (including in relation to the behaviour of a Participating Affiliate or the rate of a Commission Fee) (“Complaint”), it shall notify Visualsoft in writing and Visualsoft shall attempt to resolve such Complaint. The Client acknowledges and agrees that Visualsoft shall not be obliged to resolve any Compliant where there has not been a breach of the Contract by Visualsoft. Visualsoft's decision with respect to any Complaint shall be final and binding on the Client, and shall be the sole and exclusive remedy available to the Client in the event of any Complaint.
2.5. The Client acknowledges that a Participating Affiliate may leave the Affiliate Network, or vary or end its relationship with the Client, at any time and for any reason. Any such decision is solely determined by the relevant Participating Affiliate. Visualsoft shall not be liable to the Client for the acts or omissions of any Participating Affiliate.
Affiliate Network. 9.1. The provisions of this clause 2 shall apply solely with respect to any Affiliate that is an Affiliate Network.
9.2. The Affiliate undertakes to provide the Company, in advance, with the contact details of all the entities that shall refer potential traders to the Trading Platform through the Affiliate Websites and/or other means of referral (the “Sub-Affiliates”) and their respective Affiliate Websites, in order to enable the Company to audit the compliance of the Sub-Affiliates with the terms and conditions of this Agreement and/or with the branding guidelines of the Company.
9.3. The Affiliate also undertakes to provide the Company with full details and information with respect to the websites of the Sub Affiliates.
9.4. It is further agreed that any marketing campaign, including the type of the campaign and the Sub-Affiliate running the campaign, shall be agreed between the Affiliate and the Company in advance.
9.5. The Affiliate shall procure and shall be responsible to ensure that all the Second Tier Sub-Affiliates shall fully comply with all the provisions of this NAGA Partners Online Affiliate Program, including without limitation, the branding guidelines of the Company. The Affiliate shall notify NAGA Partners immediately of any circumstances indicating that any marketing activity may be occurring, or have occurred, in breach of this clause 9.
9.6. The Affiliate further undertakes to enforce upon the Sub-Affiliates such provisions and/or guidelines and to cause the Sub-Affiliates to comply with any instruction that the Company may provide to either of them within not later than 48-hours from the Company request.
9.7. To the extent any such Sub-Affiliate shall not comply with any such instructions, the Company may, at its sole discretion and in addition to any other remedy available to it, deduct from any amount due to the Affiliate the respective portion of the Fees payable to the Affiliate in respect of such breaching Sub Affiliate.
9.8. The Company shall not be liable for any payments due to the Sub Affiliates of the Network and solely the Affiliate shall be responsible to pay to the Sub-Affiliates all the fees and payments due to them in relation to the referral of potential traders to the Trading Platform and/or otherwise in relation to the engagement between the Affiliate and the Company.
9.9. The Affiliate shall indemnify the Company for any claim to be made by the Sub Affiliates, if any, to receive payments and/or other benefits from th...
