Terms and Conditions

The following are the complete terms and conditions of your agreement to become a member of the ClickSpace Affiliate Network.

Your participation in the ClickSpace Affiliate Network is indicated by accessing and utilizing any of the marketing material provided, or accepting of any reward, bonus or commission whether contained in this agreement or elsewhere on our web site, and you are deemed to have agreed to be bound by all the terms and conditions set out in this agreement.

If you do not wish to accept all the terms and conditions of this agreement please do not create a link to any of our merchant’s websites at any time. Please do not enrol if your site is unsuitable, as we will immediately terminate the Agreement. See Termination Clause below for a list of some of the types of unsuitable sites.

The agreement provides you with the non-exclusive right to direct users ("Visitors") from your site or sites to the merchant's websites, in return for the payment of commissions and referral bonuses as specified below.

You desire to obtain from us, and we agree to grant you the non-exclusive right and license to advertise market and promote the Service, in accordance with the following terms and conditions.

Recitals

"We" and "us" refer to ClickSpace Affiliate Network. We are in the business of producing, marketing and promoting affiliate programs. This service is accessed through the use of a personal computer, modem and/or direct internet access. "You" and "Webmaster" refers to the other party to the contract formed by the acceptance of these Terms and Conditions. "Merchant" is defined as a company that has contracted us to manage and promote their Affiliate Program.

1. Grant of License
   1. By this Agreement, we grant you a non-exclusive, non-transferable right and license to advertise market and promote our merchants' sites and services, in accordance with the terms and conditions of this Agreement.
   2. We reserve all other rights and licenses not expressly granted to you herein.
2. Relationship of Parties
   1. You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this paragraph.
3. Our Rights and Obligations
   1. We will register your visitors and will track their purchases. We reserve the right to refuse customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish. ("Customer" is defined as: a person or entity that follows a link from your site, e-mail or however directed, to a merchant of ClickSpace Affiliate Network and opens an account with them. By opening an account with a merchant, that person or entity will become our Customers and, accordingly, all merchant rules, policies, and operating procedures will apply to them.)
   2. We will track customers' purchases and will supply reports summarizing their activity. The form, content and frequency of the reports may vary from time to time in our discretion. We will provide you with remote online access to reports of customer activity and the referral fees generated.
   3. We will pay you referral fees (as set out below) on income we earn from purchases of goods or services by all legitimate customers after they open an account with a merchant.
   4. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available referral fees, fee schedules, payment procedures, and referral program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.
4. Unsolicited Communication
   1. By agreeing to this agreement, you are agreeing to create a unique link from your site to a merchant site. You may link to a merchant with banners/icons or with a text link. This is the only method by which you may advertise on our behalf.
   2. We will terminate this agreement immediately if there is any form of unsolicited communication (spamming) or if you advertise our product in any other way. You shall not make any claims, representations, or warranties in connection with us or our merchants and you shall have no authority to, and shall not, bind us or our merchants to any obligations
5. Promotional Material
   1. By agreeing to participate in a merchants' affiliate program, you are agreeing to download banners, text or promotional materials and place it on your site, utilize it within e-mail or print. These methods are by which you may advertise on our merchants' behalf. We will terminate this agreement immediately if there is any form of spamming or if you discredit our merchants through false advertising, written or uttered words. You shall not make any claims, representations, or warranties in connection with us or our merchants and you shall have no authority to, and shall not, bind us or our merchants to any obligations.
   2. Without our prior written approval, you will only use our approved banners and links and will not alter their appearance nor refer to us in any promotional materials. The appearance and syntax of the hypertext transfer links are designed and designated by us and constitute the only authorized and permitted representation of our merchants sites.
   3. You will not knowingly benefit from known or suspected traffic not generated in good faith whether or not it actually causes Merchant damage. Should fraudulent activity arise through a person directed to a site via your link, we retain the right to retract the commissions paid to you at any time. Our decision in this regard will be final and no correspondence will be entered into. We reserve the right to retain all amounts due to you under this Agreement if we have reasonable cause to believe that such traffic has been caused with your knowledge. Even if you have not knowingly generated such traffic, we reserve the right to withhold referral fees with respect to such traffic.
   4. You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for ensuring that materials posted on your site are not libellous or otherwise illegal. We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance, and contents of your site.
   5. License to use Marks - We hereby grant to you a non-exclusive, non-transferable license, during the term of this Agreement, to use our Merchants' intellectual-property marks (licensed, in turn by us, from their owner) solely in connection with the display of the banners on your site. This license cannot be sub-licensed, assigned or otherwise transferred by you. Your right to use the marks is limited to and arises only out of this license to use the banners. You shall not assert the invalidity, unenforceability, or contest the ownership of the marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our or our licensor's rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
6. Term
   1. The term of this Agreement will begin when you download a Product banner and link it to our site and will be continuous unless and until either party notifies the other in writing that it wishes to terminate the Agreement, in which case this Agreement may be terminated immediately.
   2. Termination is at will, for any reason, by either party.
   3. For purposes of notification, delivery of a notice of termination via e-mail is considered a written and immediate form of notification.
   4. Commission will not be honoured for earnings generated by immediate family members of affiliates.
7. Termination
   1. We may terminate this agreement if we determine (at our sole discretion) that your site is unsuitable.
   2. Unsuitable sites may include those that: are aimed at children, promote sexually explicit materials, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or violate intellectual property rights.
   3. Upon termination:
      1. All rights and licenses given to you in this Agreement shall immediately terminate.
      2. You must remove our merchants' banner/s from your site and disable any links from your site to theirs and ours.
      3. You will be entitled only to those unpaid referral fees, if any, earned by you on or prior to the date of termination. You will not be entitled to referral fees occurring after the date of termination.
      4. If you have failed to fulfil your obligations and responsibilities, we will not pay you the referral fees otherwise owing to you on termination.
      5. The continuation of purchases after termination by customers referred to our merchants by you will not constitute a continuation or renewal of this Agreement or a waiver of termination.
      6. You will cease all uses of any trade names, trademarks, service marks, logos and other designations of our merchants and us.
      7. You and we will be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement.
      8. Termination will not relieve you from any liability arising from any breach of this Agreement that occurred prior to termination.
   4. Brand bidding is a serious matter at ClickSpace Affiliate Network. We therefore have set out limitations to advertising on behalf of our merchants. Please be advised that if you are found brand bidding, we reserve the right to withdraw your commissions paid to you at any time without any correspondence or warning and ultimately the termination of your account.
   1. You may not, under any circumstances, use domain names utilized by ClickSpace Affiliate Network and its merchants. You may therefore not use domain names, brand names or any bid made by your party on keywords, search terms including “ClickSpace”, “ClickSpace Media”, “ClickSpace Affiliate Network” and without limitations.
   2. If you are found scraping text from any the sites mentioned in 7.d.i
   3. If you are found cloning any of the sites mentioned in 7.d.i
8. Confidential Information
   1. During the term of this Agreement, you may be entrusted with Confidential Information relating to the business, operations, or underlying technology of our Merchants and/or the affiliate program (including, for example, referral fees earned by you under the program). You agree to avoid disclosure or unauthorized use of the Confidential Information to third persons or outside parties unless you have our prior written consent and that you will use the Confidential Information only for purposes necessary to further the purposes of this Agreement. Your obligations with respect to Confidential Information shall survive the termination of this Agreement.
9. Compensation
   1. You will earn referral fees based on Net Revenue, calculated according to the percentages reflected in the Merchant Fee Schedules. Only items/products actually purchased by a customer will be eligible for payment.
   2. Net Revenue is defined as gross less any charge backs and discretionary returns.
   3. Fee Schedule
   1. The Fee Schedule is dependent on the individual merchant. Refer to the Merchant fee schedule
   2. We retain the right to change the fee schedule and method of calculation of fees.
   3. If the account is in a negative position (e.g. because total customer winnings have exceeded total customer losses) a balance of zero will be carried over until the following month.
   4. Referral fees will be based upon our good faith calculation based on our statistics.
   5. 2nd Tier Affiliate Program - You shall be entitled to a referral bonus of 2%, with respect to monthly Net Revenue generated by visitors who arrive from other Affiliates that are referred to us, directly by you. Please note that negative carry over is applicable to 2nd tier earnings.
   6. We retain the right to pass on any financial costs to your account that we may incur due to fraudulent activity conducted by customers that you get to sign up at the merchant.
   7. A charge back is when a credit card-holder discovers irregular transactions made on his/her Credit/Debit Card that was not authorized by him/her. The credit card-holder can request his/her bank to reverse these charges. Charge backs relate to fraudulent use by a third party of the credit card holder's card or card number.
   8. Should the customer process a charge back, the charge back for that customer will be deducted from the affiliate’s accumulated revenue, and therefore deducted from the total balance due to the affiliate for the current month.
   9. Should the deduction of the charge back amount exceed your current amount due, your balance will then revert to a negative balance, and you will have to work your way back to zero before you can start earning revenue again.
   10. We understand that this might be frustrating to the Affiliates, but it has to be made clear that the product can only pay out a percentage of their profits, not fraudulent revenue.
   11. No affiliate can earn commission from his/her own sales or that of their immediate family.
10. Payment
    1. Will pay you referral fees on a monthly basis, within the first 15 working days of each month for any fees earned by you in the previous month.
    2. Commission balances of less than R 200.00 outstanding will be withheld until such time as the balance exceeds R 200.00 at the end of the month.
11. Indemnity
    1. You shall defend, indemnify, and hold our merchant’s and their electronic cash provider, their directors, officers, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney's fees, resulting from, arising out of, or in any way connected with:
    1. any breach by you of any warranty, representation, or agreement contained in this Agreement,
    2. the performance of your duties and obligations under this Agreement,
    3. your negligence or
    4. any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our banners and link or this referral program.
12. Disclaimers
    1. We make no express or implied warranties or representations with respect to the referral program, or referral fee payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free and will not be liable for the consequences of any interruptions or errors.
13. Limitation of Liability
    1. We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the referral program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement.
    2. Nothing in this Agreement shall be construed to provide any rights, remedies or benefits to any person or entity not a party to this Agreement. Our obligations under this Agreement do not constitute personal obligations of our directors, officers or shareholders. Any liability arising under this Agreement shall be satisfied solely from the referral fee generated and is limited to direct damages.
14. Assignability and Inurement
    1. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against you and us and our respective successors and assigns.
15. Non-Waiver
    1. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. NO MODIFICATIONS, ADDITIONS, DELETIONS OR INTERLINEATIONS OF THIS AGREEMENT ARE PERMITTED OR WILL BE RECOGNIZED BY US. None of our employees, officers or agents may verbally alter, modify or waive any provision of this Agreement.
16. Remedies
    1. Our rights and remedies hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, the respective rights and obligations of the parties may be enforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, it being the intent of this provision to make clear that our respective rights and obligations shall be enforceable in equity as well as at law or otherwise.
17. Severability/Waiver
    1. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective
18. Independent Investigation
    1. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THIS REFERRAL PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.