iSmartFrame - Affiliate Program

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Terms and Conditions

To be an authorized affiliate of YOUR SITE NAME, you agree to abide by the terms and conditions contained in this agreement.

Please read this agreement carefully before registering and using the iSF Engine service as an affiliate. By signing up for the iSF Engine affiliate program, you indicate your acceptance of this agreement and its terms and conditions.

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AFFILIATE AGREEMENT

This Agreement is made on the day of its execution ("Execution Date"), meaning the date when the Affiliate accepts these Terms and creates their account.

BETWEEN

Aritmetika Ltd., having its registered office in (England, UK), Highlands House Basingstoke Road Spencers Wood, registration number with the Companies Register no. 12427440, share capital of GBP 10.000 ("Aritmetika" or "Service Provider"),

AND

the person/entity that accepts this Agreement ("Affiliate")

1.	INTERPRETATIONS

1.1.	Each conventional term is identified by a "Term" in bold, with a first capital letter and between quotes, preceded or followed by its related definition.
1.2.	Unless the context otherwise admits, words importing one gender shall include all other genders, and words importing the singular shall include the plural and vice versa.
1.3.	Reference to any statutory provisions in this Agreement shall include any statutory provisions which amend or replace it.

2.	OUTLINE OF AGREEMENT

2.1.	Aritmetika provides the "ISF Engine Service" (also the "Service") as defined in the related section of the "ISF Engine Terms & Conditions" located at the following URL: 
https://www.ismartframe.com/subscribe/terms_and_conditions.pdf.
2.2.	The Affiliate runs a proprietary website, a social media profile or any other kind of legitimate web property, has all the characteristics required by Aritmetika and has access to a network of personal contacts that might be interested in the ISF Engine Service, directly or for a subsequent third party.
2.3.	The Affiliate agrees to promote and link to the ISF Engine Service by participating in the "ISF Engine Affiliate Program" by following the technical means and operational procedures supplied under license by Aritmetika within the Affiliate's account.
2.4.	The Affiliate shall be able to receive compensation for both a qualified customer's direct subscription (clause 7.1) and a second-tier lead provided by one of its contacts ("Sub-affiliate") that creates a qualified customer subscription (clause 7.2).
2.5.	Such promotion shall be in return for Commission Payments as detailed in clause 7 below.

3.	CONTRACT PERIOD

3.1.	This Agreement shall remain in force for a period of twelve months from the Execution Date and shall continue thereafter unless or until terminated by either party.
3.2.	Each party may terminate this Agreement in writing at any time, in its sole discretion and without reason.
3.3.	At the date of termination, the Agreement will automatically renew itself for a further period of twelve months, up until one of the parties terminates it pursuant to the present clause.
3.4.	Upon termination, access to the Affiliate's account will be restricted, and the Affiliate shall not receive any further Commissions, whether paid, unpaid or potential. All licenses and rights to use the account, any Aritmetika's materials, documentation or trademarks will immediately terminate.

4.	LINKING

4.1.	4.1.	Aritmetika does provide to the Affiliate an "Affiliate Link" by means of a specific banner, video or plain text link, to be included in the Affiliate's web property.
4.2.	The Affiliate acknowledges the importance of branding and identifying links to the Service as provided by the Service Provider and that all links and referrals shall comply with the layouts or standards provided by Aritmetika.
4.3.	All the materials – and in particular Aritmetika's trademarks, contents and images - are provided to the Affiliate under a limited, non-exclusive, non-assignable, non-transferable, non-sublicensable, revocable license within the terms set forth in this Agreement.
4.4.	Any graphic link should only implement the graphics as supplied by the Service Provider and in the format provided by the Service Provider. If an Affiliate intends to use his referrer link with his own creativity, the prior approval of the graphics by the Service Provider is always required.
4.5.	The Affiliate shall also not alter, modify or intervene on the Hypertext Markup Language (HTML) or other computer language coding used by Aritmetika to provide them with the layouts or standards.
4.6.	The Affiliate shall ensure that all links, whether graphic or text, shall operate correctly and transfer the user to the requested part of the Service Provider's website.
4.7.	In recognition that the actions listed below would impact the value and goodwill of the Service Provider, the Affiliate agrees not to do the following without the express prior written approval of the Service Provider:
i.	use the Service Provider's website address or any combination of the Service Provider's name in keywords contained within the Meta Tags of any web page or referred to or repeated in the coding of any web page; or
ii.	register the Service Provider's website address or any similar sounding or similarly spelt website address or any combination of it as keywords with any search engine or directory; or
iii.	register any domain name similarly spelt (or deliberately misspelt) to that of the Service Provider's website address.

5.	AFFILIATE WARRANTIES

5.1.	Affiliate warrants that they:
i.	own and run an active website, social media account or other permitted legitimate web property;
ii.	have an established network of contacts;
iii.	offer original and legitimate contents to web or social media users.
5.2.	Affiliate does warrant, represent and covenant that they 
i.	will not use the ISF Engine Affiliate Program for any illegal or unauthorised purpose; 
ii.	will ensure to be compliant with any and all trade and regulatory requirements that may apply to their participation in the ISF Engine Affiliate Program by clearly stating they are an ISF Engine Affiliate on their web property where an Affiliate link is available;
iii.	will not participate in cookie stuffing or illegal pop-ups activities;
iv.	will not use or create any false or misleading links; 
v.	will not perform SPAM activities;
5.3.	Affiliate does also warrant will not use fraudulent mechanisms to generate traffic (including, but not limited to, sourcing leads through fake redirects or other tools or automation software such as robots, frames, or hidden frames), or offering non-approved incentives to encourage purchases or signups.
5.4.	Affiliate understands and agrees that it will not be able to receive commissions upon promotion of the ISF Engine Services on:
i.	gambling sites;
ii.	websites with adult, hate, violent or defamatory content;
iii.	websites that share offensive or inappropriate contents.

6.	SERVICE PROVIDER WARRANTIES
 
6.1.	In the event of failure of the referral platform, loss of access, or deterioration regarding access to the Service Provider's website, the Service Provider shall take all reasonable steps to restore or rectify the Services.
6.2.	In such cases, the Affiliate shall not be entitled to any form of compensation.

7.	TRACKING

7.1.	The Service Provider provides the Affiliate with the necessary tracking system or partner codes to track sales and customers originating from the Affiliate's web property. 
7.2.	The Service Provider tracks affiliate sales automatically by the use of cookies. The cookies are placed in the browser of the customer that clicks on the affiliate link to reach the Service Provider’s website. Each cookie is set to expire after 30 days. If there is a previous affiliate cookie in the same customer’s browser the new cookies will not overwrite its duration. The Service Provider is not responsible for cookies intentionally deleted by users. The Service Provider will only pay commissions for the sales tracked via cookies.  
7.3.	The Service Provider does not guarantee nor is liable for any malfunction or issue related to the lead tracking system provided: in particular, in case the customer does not consent to the tracking of cookies as required by the system, the Affiliate will not be entitled to receive any commission.

8.	COMMISSION PAYMENTS

8.1.	The Service Provider shall pay a commission of 50£ (fifty UK pounds) (or "Commission Payment") upon all agreed Services effectively purchased by a customer through the Service Provider's website each time the customer is identified based on the use of the Affiliate's referral system (unique identification ID) during a single user session ("Qualifying Transaction"). Commission Payment is recognized to the Affiliate when a customer completes a Qualifying Transaction by purchasing the first month of iSF Engine Subscription. No Commission Payment is recognized for the purchase by the Customer of Subscription subsequent to the first.
8.2.	The Service Provider shall also pay a commission of 10% of the Commission Payment ("Commission Percentage") for each Qualifying Transaction based on Sub-affiliates' activity.
8.3.	The parties understand and agree that the referral system is based on first level domain names and a commission may be assigned only for the very first activation of the Service for each domain name. Whenever a new customer inserts a domain name, the system will track the referral provided and list such domain name as "disabled". No further commissions shall be paid for activating the Services on such domain name, even if the customer de-activates and re-activates the Service on the same domain name.
8.4.	Moreover, the Affiliate understands and agrees that a customer might become a lead for more than one Service Provider's Affiliate; therefore, the commission will be awarded on a "first come, first serve" basis.

9.	REPORTS

9.1.	The following reports are always available in the Affiliate private online area:
i.	General Statistics
ii.	Tier Statistics
iii.	Commissions: current standard commissions, current tier commissions, commissions pending approval, paid commissions, paid tier commission
iv.	Payment History
v.	Traffic Log

10.	INVOICING

10.1.	Service Provider shall pay the Commission Payments and Commission Percentages upon the Affiliate reaching an outstanding total due of £150 (one hundred and fifty UK pounds), based on accrued Commission Payments and Commission Percentages.
10.2.	The Service Provider reserves the right to verify that Commission Payments and Commission Percentages have been legitimately accrued, particularly pursuant to clause 5.
10.3.	Payments shall be made by the Payment Method provided by Affiliate: such payment shall release the Service Provider from its obligations based on this Agreement.
10.4.	Upon Termination, Service Provider shall pay any outstanding sum no later than 30 (thirty) days after the termination date.
10.5.	The Affiliate shall invoice the Service Provider for Commissions owed on all Qualifying Transactions within a period of 30 (thirty) days after the Service Provider receives payment for such Qualifying Transactions and the threshold provided for in clause 10.1 is reached. 
10.6.	The Service Provider shall pay the amount thus invoiced, including any applicable Value Added Tax or other sales-related tax, within the period of 30 (thirty) days after the date of each such invoice.
10.7.	In the event that any Qualifying Transaction is charged-back to the Service Provider, the Service Provider will deduct the associated Commission Payment payable to the Affiliate from the amount of any subsequent payment: the Service Provider shall inform the Affiliate of this chargeback and the reason for it prior to the chargeback deduction being made.

11.	TERMINATION FOR CAUSE

11.1.	Either party may terminate this Agreement immediately on written notice to the other in the event that: 
i.	either party commits a serious, material or persistent breach of this Agreement, including non-performance, default or neglect of their duties, responsibilities and obligations under this Agreement, and
ii.	such breach remains unremedied for a period of 30 (thirty) days from the written notice given by the other party specifying the breach and requiring the breach to be remedied.
11.2.	In particular, Aritmetika reserves the right to immediately terminate the Agreement in case of Affiliate:
i.	not having provided full and valid information about themselves (name, e-mail address, domain names of their website, etc.);
ii.	not complying with the Agreement as required;
iii.	performing any fraudulent activity, committing or attempting to commit fraud or any other harmful actions during the participation in this program;
iv.	not providing documentation and information within a 10 (ten) day period after Aritmetika reasonably requests them to investigate any activity that potentially violates the Agreement or any applicable law; 
v.	splitting or sharing commissions directly or indirectly with any End Customer.
11.3.	Any termination of this Agreement shall be without prejudice to any rights accrued in favour of either party in respect of any breach committed prior to the date of (or giving rise to) such termination and to those provisions of this Agreement which are by their construction intended to survive such termination (including, without limitation, Clauses 10, 13, 15, 16 and this clause 11).
11.4.	Neither party shall be liable for or be in breach of this Agreement by reason of any delay in performance or failure to perform this Agreement (except with respect to payment obligations) which results from matters which are beyond either party's reasonable control and which such party is unable to overcome by the exercise of reasonable diligence. 

12.	NOTICE

12.1.	Any notice given by either of the parties under this Agreement shall be served on the other party and addressed to that party's signatory by e-mail, personal delivery, pre-paid recorded delivery, first-class post, or fax transmission to the receiving party as set out in this clause. 
12.2.	The contact details for the Service Provider are the following:
E-mail: affiliation@ismartframe.net
or such subsequent addresses as may be notified in writing by the Service Provider to the Affiliate.   
12.3.	The contact details of the Affiliate are the ones indicated in the registration form or such subsequent addresses as may be notified by updating the Affiliate account details in the Affiliate private area.
12.4.	Any such notice shall be deemed to be effectively served as follows:
i.	in the case of service by pre-paid recorded delivery or first-class post 48 (forty-eight) hours after posting;
ii.	in the case of service by e-mail or facsimile transmission on the next working day.

13.	CONFIDENTIALITY

13.1.	Both parties shall keep confidential the specific terms of this Agreement and not disclose them save to such employees or contractors as they need to know the relevant information for the purposes of performing this Agreement. 
13.2.	The parties agree that all information marked "Confidential", or where not marked it is reasonable to judge such information as confidential, shall not be disclosed for a period of 2 (two) years after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. 
13.3.	The parties further agree that all information marked as a "Trade Secret" and reasonably judged to constitute a trade secret shall not be disclosed at any time during or after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in the jurisdiction of England. 
13.4.	Confidential information and Trade Secrets shall consist of, but not necessarily be limited to, technical, commercial, financial, operational, marketing or promotional information or data.

14.	PRESS AND PUBLICITY

14.1.	Both parties may announce the existence of this Agreement by means of a joint press release as agreed between the parties prior to being made public. 
14.2.	Either party may also produce subsequent press releases and other statements of their own referring to the existence of this Agreement but will notify the other party in advance.

15.	DATA PROTECTION

15.1.	Both parties will comply with the UK Data Protection Act 2018 ("UK GDPR") and the General Data Protection Regulation ("GDPR") and have fully compliant policies and procedures in place, acting each as reciprocally autonomous Data Controller. 
15.2.	Both parties confirm that they will not rent or sell customer lists, contact details or other data without the customers' express prior consent. 
15.3.	Either party may treat a breach of this clause as a reason for termination of this Agreement in accordance with clause 11.
15.4.	Furthermore, under Article 5 of the General Data Protection Regulation (GDPR), both parties will comply with the following principles to ensure any personal data will be processed for limited purposes and not in any way incompatible with those purposes; adequate, relevant and will not be excessive; accurate; not kept for longer than necessary; processed in accordance with the individual rights of any data subject; secure; not transferred to countries or other parties without adequate data protection measures.

16.	INTELLECTUAL PROPERTY RIGHTS

16.1.	Each party grants to the other for the term of this Agreement a non-exclusive, revocable, royalty-free licence to use their name, logos, trademarks, trade names and devices ("Intellectual Property") subject to the restrictions in clause 4 above and in any promotional and marketing material issued by either party in a manner approved by the party whose Intellectual Property is to be used, such approval not to be unreasonably withheld or delayed.
16.2.	Both parties warrant that they have the right to grant or permit the other party to use the logos, trademarks, trade names and devices to the extent required to fulfil the terms of this Agreement.
16.3.	Neither party shall make any claim to the other party's Services during or after the expiry of this Agreement.
16.4.	Neither party shall make any claim to the other party's trademarks or register or cause to be registered or apply for a materially similar trademark or imitation of a trademark during or after the expiry of this Agreement.
16.5.	Neither party shall register or cause to be registered any company name which is materially similar to that of the other party.
16.6.	On the expiry of this Agreement, all licenses referred to in this clause shall expire, and the parties agree to cease use of the Intellectual Property of the other immediately.

17.	LIMITATION OF LIABILITY

17.1.	Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
17.2.	Neither party shall be liable to the other under this Agreement in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits or anticipated savings or for any indirect or consequential or loss whatsoever.
17.3.	The Service Provider agrees to indemnify the Affiliate against any claims, damages, losses, costs and expenses which the Affiliate may sustain or incur in relation to any Services which the Service Provider provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights. 
17.4.	The Affiliate agrees to indemnify the Service Provider against any claims, damages, losses, costs and expenses which the Service Provider may sustain or incur in relation to any products or services which the Affiliate provides, such indemnity applying in respect of any claims for any breach of applicable law or regulation or any infringement of any intellectual property rights. 

18.	ASSIGNMENT

18.1.	Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party.
18.2.	In particular, the Affiliate may not assign or transfer the rights based on Commission Payments to third parties. Therefore, the Service Provider shall be entitled to pay such amounts only to the Affiliate using the Payment Method indicated by the Affiliate itself. 

19.	FORCE MAJEURE

19.1.	Neither party shall be liable for delay or failure to perform any obligation under this Agreement if any circumstances beyond their reasonable control cause the delay or failure, including but not limited to acts of God, war, civil disorder or industrial dispute.  
19.2.	If such delay or failure continues for a period of at least fourteen days, the party not subject to the force majeure shall be entitled to terminate this Agreement by written notice to the other.

20.	JOINT VENTURE OR PARTNERSHIP

20.1.	Nothing in this Agreement shall be construed as creating a partnership, joint venture, or an agency relationship between the parties, and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party.

21.	GENERAL
21.1.	Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing.
21.2.	The paragraphs, sub-paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or paragraphs, sub-paragraphs or clauses be found invalid, it shall not affect the remaining paragraphs, sub-paragraphs and clauses.
21.3.	No addition to or modification of any clause in this Agreement shall be binding on the parties unless made in writing and signed by the signatories to this Agreement or their duly authorised representatives.
21.4.	This Agreement sets out the entire Agreement and understanding of the parties and is in substitution of any previous written or oral agreements between the parties.

22.	JURISDICTION

22.1.	This Agreement shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.
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