This Affiliate Program Agreement ("Agreement") is entered into by and between DataSense ( "DataSense") and the signor of this Agreement ("Affiliate"), and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of Affiliate’s participation in DataSense’s Affiliate Program (“Affiliate Program") and is in addition to any other agreement that Affiliate may have entered into with DataSense by virtue of being a customer. In this Agreement “you,” “your” or “Affiliate” shall refer to any individual or entity who accepts this Agreement. The terms “we,” “us” and “our” refer to DataSense, SARL. (“DataSense”). Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with DataSense’s Universal Terms of Service Agreement, which is incorporated herein by reference.
This Agreement explains our obligations to you, and explains your obligations to us under the Affiliate Program offered by DataSense. The Affiliate Program is purely a referral program by which you can earn commissions as outlined herein. Commissions are earned by you as an independent contractor and, as such, you are responsible for paying any taxes due on such commissions. In addition, you are required to provide any/all accurately completed tax related information and forms that is requested by the platform in which you enrolled. Failure to do so will result in a forfeiture of your commissions.
Changes and Modifications to the Agreement.
DataSense, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the AFS Analytics partner website "partner.afsanalytics.com" (this "Site"). You acknowledge and agree that (i) DataSense may or may not notify you of such changes or modifications prior to posting them to this Site and (ii) your continued participation in the Affiliate Program (via any platform) after such changes or modifications have been made (as indicated by the "Last Revised" date on this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, you must formally terminate your Affiliate status. In addition, while not required, DataSense may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account ("Account") information, including your email address, current in the Affiliate interface that you have selected. DataSense assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.
Suspension or Termination of Affiliate Program Participation. DataSense reserves the right to suspend participation in the Affiliate Program in the event of an unresolved breach of this Agreement or if suspension or cancellation is required by any policy now in effect or later adopted by ICANN. You agree that your failure to comply completely with the terms and conditions of this Agreement and any DataSense rule or policy may be considered to be a material breach of this Agreement and that DataSense may provide you with notice of such breach either in writing or electronically (i.e. email). If you do not provide DataSense with material evidence that you have not breached your obligations within ten (10) business days, DataSense may terminate your participation immediately and take any remedial action available to DataSense under the applicable laws. Such remedial action may be implemented without notice to you.
In addition, you acknowledge and agree that DataSense may terminate your participation as an Affiliate if: (a) you or your site violates, as determined by DataSense in its sole and absolute discretion, any of the Affiliate Restrictions outlined in Section 3 and/or any additional restrictions named; (b) for non-payment of fees, if any; and/or (c) if your site is not live, is under construction, or is a personal homepage or another personal site.
Acceptance into the Affiliate Program is at our sole discretion, which may be withheld for any reason or for no reason at all.
How it Works.
DataSense’s Affiliate Program allows you to earn commissions on sales to new DataSense customers via advertising on your "web site" or "publishing location" (such as an electronic newsletter or blog) (hereinafter “Your Site”) that contains a link with your affiliate ID. This advertising will allow you to drive traffic (‘sessions”) to AFS ANALYTICS’s web site. You will earn a percentage of the revenue generated, or commission as outlined in your platform agreement, when a person or entity (that is not you or your agent(s)) makes their first-time purchase of certain DataSense products or services (“New Customer”) after being referred to through the unique affiliate link that is contained on Your Site.
After being referred to the AFS Analytics web site from a link contained on Your Site, visitors have 60 days to complete their purchase for you to receive a commission. Should the visitor click on another referral link that is not controlled by you, or return to the AFS Analytics web site via another source-coded advertising link during the initial 60 days, your affiliate link will be overwritten and you will not receive a commission for that visitor’s purchase.
Enrollment into DataSense’s Affiliate Program can happen via the partner.afsanalytics.com website.
Commissionable Sales. Affiliate acknowledges and agrees that DataSense will only pay for first-time purchases by new customers. Affiliate will only receive commission for purchases completed after linking through Affiliate’s unique referral link and completing such purchases within 60 days of first visiting the AFS Analytics site. Subsequent purchases made by the same customer (including by accessing AFS Analytics’s web site directly) will not be commissionable. Only AFS Analytics services will be eligible for a commission.
Restrictions on Eligible Commissions. You are not eligible for a commission payment on purchases made by you, your employees, agents, representatives, or contractors (all considered your “agents”), as well as purchases made from several accounts owned by the same person. Commission is paid for the first purchase only made by a certain person. DataSense employees (and their immediate family members) are not allowed to participate in the DataSense Affiliate Program.
Linking to AFSDataSense website.
Upon acceptance into the Affiliate Program, links and banners will be made available to you through the affiliate interface.
You acknowledge and agree:
AFS Analytics logo Use. You shall not use the AFS Analytics logo without our prior approval. In addition, the AFS Analytics logo shall be removed from Your Site immediately upon request. DataSense may lock your affiliate account immediately and withhold payment of any/all commissions without further notice if you fail to remove the AFS Analytics logo from Your Site upon request. For clarity, acceptance into the Affiliate Program grants permission to use AFS Analytics’s logos as outlined in the program.
You shall not use any creatives that do not comply with DataSense guidelines. If your creative requirements are not met by our current content offering, please contact us to discuss your individual needs;
No Domain Forwarding.
You shall not create domain forwarding directly to our site using your affiliate link;
No Harmful Activities.
You shall not engage in activities that DataSense determines, in its sole discretion, to be harmful to its customers, employees, operations, or reputation;
Prohibition Against Use of AFS ANALYTICS Trademarks.
You shall not include the DataSense trademark, trademark with keywords or any misspellings of said trademarks in any domain names. Such activity will result in your immediate removal from the program; and
Prohibition Against Use of AFS Analytucs Copyrights & Look-A-Like Sites.
You shall not use a afsanalytics.com look-a-like site that suggests or gives the visitor the impression that your web site or publishing location is affiliated with afsanalytics.com. Your web site or publishing location shall not in any way copy or resemble the look and feel of afsanalytics.com's web site or web site content, and you shall not create the impression that your web site or publishing location is part of DataSense's network of web sites. This includes using trademarks, trade names, or any variations or misspellings thereof, in your URL, business name, or site name. You shall not "frame" or permit the "framing" of any page of DataSense’s network of web sites.
Website Content & Emails.
You acknowledge and agree that Your Site specifically shall not (and shall not enable others to):
In addition, you acknowledge and agree you shall not:
Paid Search and Advertising Guidelines
If you use paid search, you are required to add AFS Analytics, afsanalytics.com and any of its derivatives and misspellings as negative keywords across all of your paid search activities.
You also acknowledge and agree that you shall not:
If you are enrolled in our Affiliate Program and Your Site promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
We will pay you the commission in effect on the date of each sale;
You acknowledge and agree that no commission is payable if Your Site:
As an affiliate, we provide you with the links and banners necessary to promote AFS Analytics products and services, which you may display in any area of Your Site as you wish. The links will identify Your Site as a member of our Affiliate Program and will establish a link from Your Site to ours. You acknowledge and agree it is your sole responsibility to indicate your correct unique affiliate ID in the promo materials you use on Your Site. You may promote the products and services that DataSense offers in any manner you choose unless it misleads visitors about AFS Analytics services.
You also understand and agree that participation in the Affiliate Program requires ongoing activity. Should you no longer wish to participate in the Affiliate Program, you may withdraw by following the guideline.
If you are an Affiliate directly with DataSense, you may withdraw by submitting a Notice of Withdrawal via your DataSense account panel. Your email to us must indicate that you will cease use of our advertising tools and remove them from Your Site. Upon receipt of your email, we will confirm removal of our tools from Your Site. Once confirmed, we will ensure that you receive final payment for any valid purchases that are pending commission payment.
Affiliates that are inactive for three (3) months and who have not withdrawn from the program (“Inactive Affiliates”) may, at DataSense’s sole discretion, be considered effectively withdrawn from the program.
DataSense is responsible for processing the order, cancellations, returns and other related customer service for DataSense products and services. However, DataSense will not be responsible for lost sales due to technical difficulties preventing DataSense from registering a domain name or providing any other product or service to the visitor. DataSense is also responsible for tracking and validating affiliate sales and commissions and providing this information to the chosen affiliate platform in order to facilitate payments. DataSense does not, however, control the payment processing of commission payments to you by the platform which you selected.
DataSense will pay out on commissions for valid sales. Valid sales are sales whereby the customer pays the full, expected price and such sales are not cancelled, reversed, returned or discounted/voided in any way. Where payment happens through a third party platform, DataSense is responsible for payment to the platform you selected and the platform is specifically responsible for payment to you.
At DataSense, our aim is to treat customers fairly and, together with our affiliates, to comply with laws, including all Federal Trade Commission (FTC) regulations that relate to advertising. FTC regulations include, but are not limited to, Federal Trade Commission 16 CFR Part 255: Guides Concerning the Use of Endorsements and Testimonials in Advertising. Among other criteria it requires that material connections between advertisers and endorsers must be fully disclosed. This means that affiliates that provide an assessment or endorsement of an advertiser (DataSense) must disclose financial or in-kind compensation that is provided by advertiser.
DataSense reserves the right to withhold referral fees and cancel the affiliate relationship with you, should we find, at our discretion, that you do not comply with DataSense's FTC disclosure policy or any other FTC regulations or guidelines we view as applicable.
DataSense shall not be liable for any unauthorized access to, or any corruption, erasure, theft, destruction, alteration, or inadvertent disclosure of data, information or content transmitted, received, or stored on its system or any third-party systems. With respect to passwords, account identifiers and other systems used to control access to your account, it is your responsibility to safeguard such passwords, account identifiers, and other systems used to control access to your account.
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES FOR ANY REASON WHATSOEVER RELATED TO THIS AGREEMENT, YOUR USE OR INABILITY TO USE OUR WEB SITE(S) OR THE MATERIALS AND CONTENT OF THE WEB SITE(S) OR ANY OTHER WEB SITES LINKED TO SUCH WEB SITE(S) OR YOUR PROVISION OF ANY PERSONALLY IDENTIFIABLE INFORMATION TO BACKEND SERVICE PROVIDER OR ANY THIRD PARTY. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE. BECAUSE CERTAIN JURISDICTIONS DO NOT PERMIT THE LIMITATION OR ELIMINATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IF ANY PROVISION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE UNENFORCEABLE, ONLY SUCH PROVISION SHALL BE REMOVED AND THE REMAINDER SHALL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY LAW.
With respect to ICANN, the registry operators, and DataSense, as well as the contractors, agents, employees, officers, directors, shareholders, and affiliates of such parties, you agree to defend, release, indemnify, and hold such parties harmless from all liabilities, claims and expenses, including without limitation reasonable attorneys’ fees and court costs, for third party claims relating to or arising under (i) Affiliate’s breach of or non-compliance with this Agreement, (ii) Affiliate’s use of the services, (iii) Affiliate’s violation or alleged violation of any applicable law, (iv) Affiliate’s violation or alleged violation of any rights of another, including violation of a person’s or entity’s intellectual property rights, (v) any products or services offered, sold or otherwise made available by Affiliate on Affiliate’s Web Site or Publishing Location, (vi) Affiliate’s acts or omissions in using, displaying or distributing any Links obtained from the Direct Affiliate Program or elsewhere, including but not limited to Affiliate’s use of Links via email distribution, or (vii) any assertion that DataSense is obligated to pay taxes in connection with a commission payment made by DataSense to Affiliate pursuant to this Agreement. In the context of this Section only, the term “DataSense” shall including DataSense’s officers, directors, employees, agents, representatives, contractors, and any entity that controls, is controlled by, or is under common control with DataSense. Affiliate’s indemnification obligations set forth in this Section shall survive the expiration, cancellation or termination of this Agreement.
You attest that you are of legal age to enter into this Agreement.
This Agreement, the referenced agreements, together with all modifications, constitute the complete and exclusive agreement between you and us, and supersede and govern all prior proposals, agreements, or other communications. This Agreement may not be amended or modified by you except by means of a written document signed by both you and an authorized representative of us.
Nothing contained in this Agreement shall be construed as creating any agency, partnership, employer/employee or other form of joint enterprise between the parties hereto. Each party to this Agreement is an independent contractor and have no right or authority to bind or commit the other party. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.
The failure of us to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.
Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at our option.
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake, flood, fire, storm, natural disaster, act of God or the public enemy, riots and insurrections, war, terrorism, armed conflict, strikes and other labor difficulties (whether or not the party is in a position to concede to such demands), embargoes, judicial action, necessary labor, materials, energy, components or machinery, failure of telecommunications, lockout, boycott, supplier failures, shortages, breaches, or delays, or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over DataSense, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond the reasonable control of the affected party, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, DataSense may immediately terminate this Agreement.
Your rights and obligations and all actions contemplated by this Agreement shall be governed by the laws of the FRANCE. You agree that any action to enforce this agreement or any matter relating to Your use of the Services must be brought exclusively in FRANCE. You agree to waive the right to a trial by jury in any action or proceeding that takes place relating to or arising out of this Agreement.
The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement. In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.