Affiliate Policy
Affiliate Agreement
Effective Date: April 1st, 2020
Primary Website: https://www.datarecoverysolutionsinc.co.za
THE AGREEMENT: This Affiliate Agreement
(hereinafter called the "Agreement") is provided by the following
organization, hereinafter referred to as "Company": Data Recovery
Solutions Inc. Our primary website is located at the address listed above. The
Agreement is a legal document between you and the Company that describes the
affiliate relationship we are entering into. This Agreement covers your
responsibilities as an affiliate and our responsibilities to you. Please ensure
you read and understand the entirety of this document, as well as have a
lawyer's assistance if you desire, because each of the terms of this Agreement
are important to our working relationship.
1) DEFINITIONS
The parties referred to
in this Agreement shall be defined as follows:
a) Company, Us, We: As
we describe above, we'll be referred to as the Company. Us, we, our, ours and
other first-person pronouns will also refer to the Company, as well as all
employees or legal agents of the Company.
b) You, the Affiliate:
You will be referred to as the "Affiliate." You'll also be referred
to throughout this Agreement with second-person pronouns such as You, Your, or
Yours.
c) Parties:
Collectively, the parties to this Agreement (the Company and You) will be
referred to as "Parties" or individually as "Party."
d) Affiliate Program:
The program we've set up for our affiliates as described in this Agreement.
e) Affiliate
Application: The fully completed form which must be provided to us for
consideration of your inclusion in the Affiliate Program.
f) Website: The primary
website we've noted above will be referred to as Website.
2) ASSENT & ACCEPTANCE
By submitting an
application to our Affiliate Program, you warrant that you have read and
reviewed this Agreement and that you agree to be bound by it. If you do not
agree to be bound by this Agreement, please leave the website immediately and
do not submit an application to our Affiliate Program. This Agreement
specifically incorporates by reference any Terms of Conditions, Privacy Policies, End-User License Agreements, or other legal documents which we may
have on our website.
3) PROGRAM SIGN-UP
In order to sign up for
our Affiliate Program, you will first be asked to submit an Affiliate
Application to join. The Affiliate Application may be found at the following website:
https://www.datarecoverysolutionsinc.co.za .
Submitting an Affiliate
Application does not guarantee inclusion in the Affiliate Program. We evaluate
each and every application and are the sole and exclusive decision-makers on
Affiliate acceptance. If we choose not to allow your inclusion in the Affiliate
Program, we will attempt to notify you in a reasonable manner. If you do not
hear from us within a reasonable time frame, please consider your application
rejected. We are not obligated to provide you any explanation for your
rejection, but please be advised we may reject applicants for any reason or
manner, including but not limited to a website or social media page which
violates our Acceptable Use Policy.
If your Affiliate
Application is rejected, you may not reapply. If your Affiliate Application is
accepted, each of the terms and conditions in this Agreement applies to your
participation. We may also ask for additional information to complete your
Affiliate Application or for you to undertake additional steps to ensure
eligibility in the Affiliate Program.
4) NON-EXCLUSIVITY
This Agreement does not
create an exclusive relationship between you and us. You are free to work with
similar affiliate program providers in any category. This agreement imposes no
restrictions on us to work with any individual or company we may choose.
5) AFFILIATE PROGRAM
After your acceptance in
the Affiliate Program, you must ensure your account is set up thoroughly,
including specific pay out information and location (such as a bank or online
account which we may use to post payment).
Please be advised the
below is a general description of the Affiliate Program. Everything contained
in this subsection is subject to the specific terms and conditions throughout
the rest of this Agreement.
Clicks: We will provide you with a specific link or links, personalized
to you as an Affiliate, for your promotion (collectively, "Click
Link"). The Click Link will be keyed to your identity and will send online
users to the Company's website or websites. You hereby agree to fully cooperate
with us regarding the Link and that you will explicitly comply with all of the
terms of this Agreement for the promotion of the Click Link at all times. We
may modify the specific link or links and will notify you if we do so. You
agree to only use links which are prior approved by us and to display the Click
Link prominently on your website or social media page, as described in your Affiliate
Application (collectively, the "Affiliate Site").
No cookie stuffing: You agree not to use cookie "stuffing," or other
techniques which may incorporate a tracking code without specific knowledge of
the online user.
All information which
will be displayed on the Affiliate Site regarding the Company must be approved
by us in writing prior to display.
Each time a user clicks
on the Click Link on the Affiliate Site and we determine it is a Qualified
Click, as described below, you will be eligible to receive the following
amount: ZAR1 (one South African Rand).
Sales: We will provide you with a specific link or links which
correspond to certain products we are offering for sale (collectively, the
"Sales Link"). The Sales Link will be keyed to your identity and will
send online users to the Company's website or websites. You hereby agree to
fully cooperate with us regarding the Sales Link and that you will explicitly
comply with all of the terms of this Agreement for the promotion of the Sales
Link at all times. We may modify the specific link or links and will notify you
if we do so. You agree to only use links which are prior approved by us and to
display the Sales Link prominently on your website or social media page, as
described in your Affiliate Application (collectively, the "Affiliate
Site").
Each time a user clicks
through the Link posted on the Affiliate Site and completes the sale of the
product or service and we determine it is a Qualified Purchase, as described
below, you will be eligible to receive the following percentage of the sale: 5%
(five percent).
6) SPECIFIC TERMS APPLICABLE
We will determine
whether pay out is permissible in our sole and exclusive discretion. We reserve
the right to reject clicks and/or sales that do not comply with the terms of
this Agreement.
Processing and
fulfilment of orders will be our responsibility. We will also provide
real-time data regarding your account with us through the portal on which you
log into the website.
As described above, in
order to be eligible for pay out, user clicks must be "Qualified
Clicks." Qualified Clicks:
a) Are clicks arriving
to our website or websites through properly formatted links on the Affiliate
Site;
b) Are clicks arriving
to our website or websites through the Affiliate's specifically approved sites
only (no other websites or social media pages);
c) Are clicks arriving
to our website which relate to one specific user; and
d) Are not clicks sent
by a bot or other automated web program.
User purchases must be
"Qualified Purchases." Qualified Purchases:
a) Must not be referred
by any other partner or affiliate links of the Company (in other words,
Qualified Purchases are only available through your specific Affiliate Link;
b) May not be purchased
by an already-existing partner or affiliate of the Company;
c) May not be purchased
prior to the Affiliate joining the Affiliate Program;
d) May only be purchased
through a properly-tracking Affiliate Link;
e) May not be purchased
by a customer in violation of any of our legal terms or Acceptable Use Policy;
f) May not be fraudulent
in any way, in the Company's sole and exclusive discretion;
g) May not have been
induced by the Affiliate offering the customer any coupons or discounts;
7) PAYOUT INFORMATION
Pay outs will only be
available when the Company has your current address information as well as
accounting and tax documentation. You will be asked to submit a tax form.
Accounting information may include the routing and account number of a bank
where you wish to post a direct deposit or may include an email address for an
online method of payment.
Currently, the Company
employs the following methods of pay out:
Direct Deposit
For any changes in your
address or accounting information, you must notify us immediately and we will endeavour
to make the changes to your pay out information as soon as possible.
Pay outs will be
available the month or period after they accrue. For example, if pay outs are
made every 30 days, an entire 30 day period must finish for the payout of that
period to be available in the following period.
We explicitly reserve
the right to change pay out information in our sole and exclusive discretion. If
we do so, you will be notified.
Pay outs are also subject
to the following restriction:
a) Pay outs are only
available when a threshold of the following amount is met: R1,000 (one thousand
South African Rands).
For any disputes as to
pay out, the Company must be notified within thirty days of your receipt of the
pay out. We will review each dispute notification as well as the underlying
pay out transaction to which it is related. Disputes filed after thirty days of
pay out will not be addressed.
8) REPORTS
You may log into your
account with us to review reports related to your affiliation, such as pay out
reports and Qualified Click and/or Purchase information. Please be advised
however, that not all listed qualifying clicks and/or purchases have been fully
reviewed for accuracy in the reports viewable by you in real-time and therefore
may be subject to change prior to pay out.
9) TERM, TERMINATION & SUSPENSION
The term of this
Agreement will begin when we accept you into the Affiliate Program. It can be
terminated by either Party at any time with or without cause.
You may only earn
pay outs as long as you are an Affiliate in good standing during the term. If
you terminate this Agreement with us, you will qualify to receive pay outs
earned prior to the date of termination.
If you fail to follow
the terms of this Agreement or any other legal terms we have posted anywhere on
our website or websites, you forfeit all rights, including the right to any
unclaimed pay out.
We specifically reserve
the right to terminate this Agreement if you violate any of the terms outlined
herein, including, but not limited to, violating the intellectual property
rights of the Company or a third party, failing to comply with applicable laws
or other legal obligations, and/or publishing or distributing illegal material.
At the termination of
this Agreement, any provisions that would be expected to survive termination by
their nature shall remain in full force and effect.
10) INTELLECTUAL PROPERTY
You agree that the
intellectual property owned by the Company includes all copyrights, trademarks,
trade secrets, patents, and other intellectual property belonging to the
Company ("Company IP").
Subject to the
limitations listed below, we hereby grant you a non-exclusive,
non-transferable, revocable license to access our websites in conjunction with
the Affiliate Program and use the Company IP solely and exclusively in
conjunction with identifying our company and brand on the Affiliate Site to
send customers to the Affiliate links we provide. You may not modify the
Company IP in any way and you are only permitted to use the Company IP if you
are an Affiliate in good standing with us.
We may revoke this
license at any time and if we find that you are using the Company IP in any
manner not contemplated by this Agreement, we reserve the right to terminate
this Agreement.
Other than as provided
herein, you are not permitted to use any of the Company IP or any confusingly
similar variation of the Company IP without our express prior written
permission. This includes a restriction on using the Company IP in any domain
or website name, in any keywords or advertising, in any metatags or code, or in
any way that is likely to cause consumer confusion.
Please be advised that
your unauthorized use of any Company IP shall constitute unlawful infringement
and we reserve all of our rights, including the right to pursue an infringement
suit against you in provincial court. You may be obligated to pay monetary
damages or legal fees and costs.
You hereby provide us a
non-exclusive license to use your name, trademarks and service marks if
applicable and other business intellectual property to advertise our Affiliate
Program.
11) MODIFICATION & VARIATION
The Company may, from
time to time and at any time, modify this Agreement. You agree that the Company
has the right to modify this Agreement or revise anything contained herein. You
further agree that all modifications to this Agreement are in full force and
effect immediately upon posting on the Website and that modifications or
variations will replace any prior version of this Agreement, unless prior
versions are specifically referred to or incorporated into the latest
modification or variation of this Agreement. If we update or replace the terms
of this Agreement, we will let you know via electronic means, which may include
an email. If you don't agree to the update or replacement, you can choose to
terminate this Agreement as described below.
a) To the extent any
part or subpart of this Agreement is held ineffective or invalid by any court
of law, you agree that the prior, effective version of this Agreement shall be
considered enforceable and valid to the fullest extent.
b) You agree to
routinely monitor this Agreement and refer to the Effective Date posted at the
top of this Agreement to note modifications or variations. You further agree to
clear your cache when doing so to avoid accessing a prior version of this
Agreement.
12) RELATIONSHIP OF THE PARTIES
Nothing contained within
this Agreement shall be construed to form any partnership, joint venture,
agency, franchise, or employment relationship. You are an independent
contractor of the Company and will remain so at all times.
13) ACCEPTABLE USE
You agree not to use the
Affiliate Program or our Company for any unlawful purpose or any purpose
prohibited under this clause. You agree not to use the Affiliate Program in any
way that could damage our websites, products, services, or the general business
of the Company.
a) You further agree not
to use the Affiliate Program:
I) To harass, abuse, or
threaten others or otherwise violate any person's legal rights;
II) To violate any
intellectual property rights of the Company or any third party;
III) To upload or
otherwise disseminate any computer viruses or other software that may damage
the property of another;
IV) To perpetrate any
fraud;
V) To engage in or
create any unlawful gambling, sweepstakes, or pyramid scheme;
VI) To publish or
distribute any obscene or defamatory material;
VII) To publish or
distribute any material that incites violence, hate, or discrimination towards
any group;
VIII) To unlawfully
gather information about others.
14) AFFILIATE OBLIGATIONS & FTC COMPLIANCE
You are responsible for
ensuring operation and maintenance of the Affiliate Site, including technical
operations, written claims, links, and accuracy of materials. You must ensure,
as noted above, that the Affiliate Site does not infringe upon the intellectual
property rights of any third party or otherwise violate any legal rights.
We may monitor your
account, as well as clicks and/or purchases coming through your account. If we
determine you are not in compliance with any of the terms of this Agreement, we
have the right to immediately terminate your participation in the Affiliate
Program.
We require all of our
Affiliates to comply with all applicable statutes, regulations, and guidelines set
by the provincial government, through the Provincial Trade Commission, as well
as state and local governments as mandated. The Provincial Trade Commission
requires that affiliate relationships, such as the relationship between you and
the Company, be disclosed to consumers.
We recommend that you
seek independent legal counsel to advise you of our obligations to disclose in
this manner.
You are required to post
a conspicuous notice on your website regarding the Affiliate Program. The
notice does not have to contain the precise words as the example given below,
but should be similar:
We engage in affiliate
marketing whereby we receive funds through clicks to our affiliate program
through this website or we receive funds through the sale of goods or services
on or through this website. We may also accept advertising and sponsorships
from commercial businesses or receive other forms of advertising compensation.
This disclosure is intended to comply with the Provincial Trade Commission
Rules on marketing and advertising, as well as any other legal requirements
which may apply.
We also require you to
comply with any and all applicable data privacy and security laws and
regulations, including all of those which may impact your country of residence
or your visitors. Such regulations include, but are not limited to, any
applicable laws in the POPIA or the General Data Protection Regulation
of the European Union. We also require that you implement adequate
organizational and technical measures to ensure an appropriate level of
security for the data that you process. Further, you hereby agree to comply
with any requests which we may make to you regarding compliance with the
General Data Protection Regulation or requests which you may receive from data
subjects.
If we find you are not
in compliance with any of the requirements of this subpart, we may terminate
our relationship with you at our sole and exclusive discretion.
15) REVERSE ENGINEERING & SECURITY
You agree not to
undertake any of the following actions:
a) Reverse engineer, or
attempt to reverse engineer or disassemble any code or software from or on any
of our websites or services;
b) Violate the security
of any of our websites or services through any unauthorized access,
circumvention of encryption or other security tools, data mining or
interference to any host, user or network.
16) DATA LOSS
The Company does not
accept responsibility for the security of your account or content. You agree
that your participation in the Affiliate Program is at your own risk.
17) INDEMNIFICATION
You agree to defend and
indemnify the Company and any of its agents (if applicable) and hold us
harmless against any and all legal claims and demands, including reasonable
attorney's fees, which may arise from or relate to your use or misuse of the
Affiliate Program, your breach of this Agreement, or your conduct or actions.
You agree that the Company shall be able to select its own legal counsel and
may participate in its own defense, if the Company wishes.
18) SPAM POLICY
You are strictly
prohibited from using the Affiliate Program for illegal spam activities,
including gathering email addresses and personal information from others or
sending any mass commercial emails.
19) ENTIRE AGREEMENT
This Agreement
constitutes the entire understanding between the Parties with respect to the
Affiliate Program. This Agreement supersedes and replaces all prior or
contemporaneous agreements or understandings, written or oral.
20) SERVICE INTERRUPTIONS
The Company may need to
interrupt your access to the Affiliate Program to perform maintenance or
emergency services on a scheduled or unscheduled basis. You agree that your
access may be affected by unanticipated or unscheduled downtime, for any
reason, but that the Company shall have no liability for any damage or loss
caused as a result of such downtime.
21) NO WARRANTIES
You agree that your use
of the Affiliate Program is at your sole and exclusive risk and that any
services provided by us are on an "As Is" basis. The Company hereby
expressly disclaims any and all express or implied warranties of any kind,
including, but not limited to the implied warranty of fitness for a particular
purpose and the implied warranty of merchantability. The Company makes no
warranties that the Affiliate Program will meet your needs or that it will be
uninterrupted, error-free, or secure. The Company also makes no warranties as
to the reliability or accuracy of any information. You agree that any damage
that may occur to you, through your computer system, or as a result of loss of
your data from your use of the Affiliate Program is your sole responsibility
and that the Company is not liable for any such damage or loss.
22) LIMITATION ON LIABILITY
The Company is not
liable for any damages that may occur to you as a result of your participation
in the Affiliate Program, to the fullest extent permitted by law. The maximum
liability of the Company arising from or relating to this Agreement is limited
to one thousand (ZAR1000) South African Rands. This section applies to any and all claims by
you, including, but not limited to, lost profits or revenues, consequential or
punitive damages, negligence, strict liability, fraud, or torts of any kind.
23) GENERAL PROVISIONS:
A) LANGUAGE: All
communications made or notices given pursuant to this Agreement shall be in the
English language.
B) JURISDICTION, VENUE
& CHOICE OF LAW: Through your participation in the Affiliate Program, you
agree that Gauteng shall govern any matter or dispute relating to or arising
out of this Agreement, as well as any dispute of any kind that may arise
between you and the Company, with the exception of its conflict of law
provisions. In case any litigation specifically permitted under this Agreement
is initiated, the Parties agree to submit to the personal jurisdiction of the
state and provincial courts of the following province: Gauteng. The Parties
agree that this choice of law, venue, and jurisdiction provision is not
permissive, but rather mandatory in nature. You hereby waive the right to any
objection of venue, including assertion of the doctrine of forum non conveniens
or similar doctrine.
C) ARBITRATION: In case
of a dispute between the Parties relating to or arising out of this Agreement,
the Parties shall first attempt to resolve the dispute personally and in good
faith. If these personal resolution attempts fail, the Parties shall then
submit the dispute to binding arbitration. The arbitration shall be conducted
in the following province: Gauteng. The arbitration shall be conducted by a
single arbitrator, and such arbitrator shall have no authority to add Parties,
vary the provisions of this Agreement, award punitive damages, or certify a
class. The arbitrator shall be bound by applicable and governing Provincial law
as well as the law of Gauteng. Each Party shall pay their own costs and fees.
Claims necessitating arbitration under this section include, but are not
limited to: contract claims, tort claims, claims based on Provincial and state
law, and claims based on local laws, ordinances, statutes or regulations.
Intellectual property claims by the Company will not be subject to arbitration
and may, as an exception to this subpart, be litigated. The Parties, in agreement
with this subpart of this Agreement, waive any rights they may have to a jury
trial in regard to arbitral claims.
D) ASSIGNMENT: This
Agreement, or the rights granted hereunder, may not be assigned, sold, leased
or otherwise transferred in whole or part by you. Should this Agreement, or the
rights granted hereunder, by assigned, sold, leased or otherwise transferred by
the Company, the rights and liabilities of the Company will bind and inure to
any assignees, administrators, successors, and executors.
E) SEVERABILITY: If any
part or subpart of this Agreement is held invalid or unenforceable by a court
of law or competent arbitrator, the remaining parts and subparts will be
enforced to the maximum extent possible. In such condition, the remainder of this
Agreement shall continue in full force.
F) NO WAIVER: In the
event that we fail to enforce any provision of this Agreement, this shall not
constitute a waiver of any future enforcement of that provision or of any other
provision. Waiver of any part or subpart of this Agreement will not constitute
a waiver of any other part or subpart.
G) HEADINGS FOR
CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for
convenience and organization, only. Headings shall not affect the meaning of any
provisions of this Agreement.
H) FORCE MAJEURE: The
Company is not liable for any failure to perform due to causes beyond its
reasonable control including, but not limited to, acts of God, acts of civil
authorities, acts of military authorities, riots, embargoes, acts of nature and
natural disasters, and other acts which may be due to unforeseen circumstances.
I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic
communications are permitted to both Parties under this Agreement, including
email or fax. For any questions or concerns, please email us at the following
address: info@datarecoverysolutionsinc.co.za .