Introduction
The purpose of the Vision Marketplace Affiliate Program is to permit you to advertise products on your website and/or social media networking accounts and earn money as Commission fees for qualifying completed purchases of products made by end users that you refer to us. A “product” is any item sold on the Vision Marketplace.com website.
This Agreement contains the complete terms and conditions that apply to your participation as a member of the Vision Marketplace Affiliate Program.
You must agree to abide by the terms and conditions contained in this Agreement in order to participate. Please read the entire Agreement carefully before registering and using our services as an Affiliate. By signing up for the Vision Marketplace Affiliate Program, you indicate your acceptance of this Agreement and its terms and conditions. If you do not accept this Agreement, do not use the Vision Marketplace service as an Affiliate.
AFFILIATE AGREEMENT
Affiliate Program Terms
This agreement (the “Agreement”) contains the complete terms and conditions for you participation in the Vision Marketplace Affiliate Program (the “Affiliate Program”), and the establishment of affiliate links, and the use of promotional discount coupons, and any other mutually agreed future methods of referrals, from your website(s) or social media network account(s) (individually and collectively known as “your website(s)”) to the Vision Marketplace.com website (“Vision Marketplace website”), as defined below. Successful referrals which lead to completed purchases generate Commission fees (“Commission”), payable from Vision Marketplace to the Affiliate. As used in this Agreement, “Affiliate” and “you” means (and “your” and “yours” refers to) the applicant seeking to participate as an Affiliate in the Affiliate Program, “we” means (and “us”, “our” and “ours” refer to) the Vision Marketplace trading name, website and online store (“Vision Marketplace”).
This is a legal agreement between you and Vision Marketplace. By registering for the Affiliate Program (checking the box and clicking the “accept and continue” button, as applicable), you agree that you are affirmatively stating that you have carefully read and understand the terms set forth in this Agreement and you agree to be bound by the terms of it.
Enrollment
You may complete the Affiliate Program application online at any time. However, the activation of your account is non-automatic. All applications are subject to approval and we will evaluate your account in good faith to ensure you comply with this Agreement, and all of our rules, values, directions, and guidelines. We will determinate suitability at our sole discretion. If we reject your application due to unsuitable content, you may reapply at any time and we may or may not reconsider your application.
To begin the enrollment process, you must submit a complete and accurate Affiliate Program application. You must identify your website(s) (standalone and/or social media networking account(s)) in your application. Unsuitable websites include those that promote or contain:
a) Sexually explicit, obscene, or pornographic materials;
b) Violence or graphically violent materials;
c) Libelous, slanderous, defamatory, harmful, threatening, hateful, profane, or offensive materials;
d) Discriminatory materials based on race, sex, religion, nationality, disability, sexual orientation, age, or otherwise, or employ discriminatory practices;
e) Promotion of solicitous, unlawful, or illegal activities (according to local and international law or any other laws in force in your country or jurisdiction), or entice, or encourage, others to do so;
f) Are directed toward children under 13 years of age;
g) Violate intellectual property rights.
By participating in the Affiliate Program, you agree that you will comply with the Affiliate Program requirements and all page, schedules, policies, guidelines, specifications, user manuals, and supporting materials that we make available to you. This includes directions and guidelines issued through personal communication in any form (written or verbal, electronic or non-electronic). You will provide us with any information that we request to verify your compliance with this Agreement and other Affiliate Program requirements. In addition to any other rights or remedies available to us, we may terminate this Agreement, withhold (and you agree you are not eligible for) any Commissions payable to you under this Agreement, or both, if we determine that you or other persons that we determine are affiliated with you or acting in concert with you (whether in respect to any existing or previously terminated Affiliate’s account) have not complied with any requirements or restriction described in the Affiliate Program requirements for enrollment and any other related directions or guidelines or have otherwise violated this Agreement.
You will ensure that the information in your Affiliate Program application and otherwise associated with your account, including your e-mail address and other contact information and identification of your website(s), is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications and guidelines relating to the Affiliate Program and this Agreement to the e-mail address on record associated with your Affiliate Account Manager (the “affiliate account”). You will be deemed to have received all notifications, approvals, and other communications sent to that e-mail address, even if the e-mail address associated with your account is no longer current and you have failed to update it.
In addition, you hereby consent to us:
a) Sending you e-mails relating to the Affiliate Program from time to time;
b) Monitoring or otherwise investigating your website(s) to verify compliance with this Agreement and the communicated or issued directions and guidelines;
c) Using, reproducing, distributing, and displaying your implementation of Promotional Materials on your website(s) as examples of best practices in our promotional and educational materials.
Additionally, you agree to notify Vision Marketplace by e-mail of any known or suspected unauthorized uses of your affiliate account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your username and password. You shall be responsible for maintaining the confidentiality of your username and password and you are responsible for all usage and activity on your account, including use of the account by a third party authorized by you to use your affiliate account. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Agreement by Vision Marketplace and possible referral to the appropriate law enforcement agencies.
As an approved member of the Affiliate Program, you will gain and have access to the Affiliate Account Manager (the “affiliate account”). Here you will be able to review the Affiliate Program’s details and have access to Promotional Materials and other related content and educational material. You will also be able to review your referrals and the status of your Commissions.
Relationship of Parties
You and we are independent contractors, and this Agreement or any other related documentation shall not be construed to create any employment relationship, agency relationship, joint venture, agency franchise, sales representative, or partnership between you, the Affiliate, and us, Vision Marketplace or our respective affiliates or associates or partners. You shall provide services for Vision Marketplace as an independent contractor. You shall have no authority to bind Vision Marketplace into agreement, nor be considered to be an official agent or representative of Vision Marketplace in any respect. You will have no authority to make or accept any offers or representations on our or our affiliates’ or associates’ or partners’ behalf. You will not make any statement, whether on your site or otherwise, that reasonably contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.
Promotional Materials
Vision Marketplace shall make available to you certain promotional material, such as banner advertisements, descriptions, button links, text links, and/or other graphic or textual material (the “Promotional Materials”) for display and use on your website(s). The Promotional Materials should directly link (through a live, working hyperlink) to the Vision Marketplace website. You shall display the Promotional Materials on your website(s) prominently and as you see fit in order to generate sales and elicit Commissions, provided that the manner of display shall be subject to the terms and conditions of this Agreement.
Your use and display of the Promotional Materials on your website(s) shall conform to the following terms, conditions and specifications, as well as all governing laws and Internet best practices, including any terms and conditions specified by your website’s hosting service and/or social networking platforms:
a) You may not use any graphic, textual, or other materials to promote Vision Marketplace’s website, products or services other than the Promotional Materials, unless Vision Marketplace agrees to such other materials in writing prior to their display;
b) You may only use the Promotional Materials for the purpose of promoting Vision Marketplace’s website (and the products and services available thereon), and for linking to the Vision Marketplace’s website;
c) You will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Vision Marketplace. If you wish to alter or otherwise modify the Promotional Materials, you must obtain prior written consent from Vision Marketplace for such alteration or modification;
d) All Promotional Materials, as well as other related content, including without limitation, ad copy, affiliate links, promotional discount coupons, and promotions on your website(s) must accurately represent active and valid promotions of products which are available on the Vision Marketplace website at the time of said promotion;
e) You are solely responsible for ensuring that your tracking code and promotional discount coupons are working before referring traffic to the Vision Marketplace website. Commission fees may not be paid for tracking errors caused by Affiliates tampering with, misusing, or abusing their referral links and promotional discount coupons;
f) The Promotional Materials will be used to link only to Vision Marketplace’s website, and any specific page and address as specified by Vision Marketplace;
g) The discount coupons are redeemable only through the Vision Marketplace website and referrals are registered in this way;
h) You commit not to engage in the distribution of any unsolicited bulk e-mails (“spam”) in any way mentioning or referencing Vision Marketplace or Vision Marketplace’s website. The same applies for unsolicited mass postings of text, link, or banner advertisements akin to e-mail spam on other internet forums or websites or social media networking platforms;
i) You cannot make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
License
Once you have completed the Affiliate Program application and you have been successfully approved to become an Affiliate, we grant you a revocable, non-exclusive, non-transferable, worldwide, royalty-free license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement, solely for purposes of facilitating referrals from your website(s) to the Vision Marketplace website(s) and eliciting payable Commissions. The term of the License shall expire upon the expiration or termination of this Agreement.
Intellectual Property
Vision Marketplace retains all rights, ownership, and interest in the Promotional Materials, including any copyright, trademark, or other intellectual property. Nothing in this Agreement shall be construed to grant you any rights, ownership, or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License.
Responsibility for Your Website(s)
You will be solely responsible for your website(s), including its development, operation, and maintenance, and all materials that appear on or within it. For example, you will be solely responsible for:
a) The hosting, the technical operation of your website(s) and all related equipment;
b) Displaying the Promotional Material on your website(s) in compliance with this Agreement and the communicated directions and guidelines and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your website(s));
c) Creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your website(s) (including product descriptions and other product-related materials and any information you include within or associate with the Promotional Materials and other communicated directions and guidelines;
d) Ensuring that all content you provide on your website(s), including the Promotional Materials, and all other materials on or within your website(s), is solely owned by you or provided you with the express authority by any third individuals or entities (e.g. institutions, organizations, or companies) you represent, does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights), and is not defamatory, libelous, slanderous, fraudulent, abusive, obscene, unlawful, or otherwise objectionable. We will not be responsible if you use another party’s copyrighted or other proprietary material in violation of the law;
e) Disclosing on your website(s) accurately and adequately, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including us and other advertisers) may serve content and advertisements, collect information directly from visitors, and place or recognize cookies on visitors’ browsers;
f) Making clear to your website(s) visitors that you are not Vision Marketplace, but an Affiliate. As an Affiliate you shall not claim, or insinuate, or otherwise directly or indirectly suggest that you are, or represent, Vision Marketplace.
You agree to defend, indemnify, and hold us, our affiliates, associates, and licensors, and our and their respective employees, officers, directors, managers, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including legal expenses) relating to:
a) Your website(s) or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes;
b) The use, development, design, manufacture, production, advertising, promotion, or marketing of your website(s) or any materials that appear on or within your website(s);
c) Your use of any content, whether or not such use is authorized by or violates this Agreement, any communicated directions or guidelines, or applicable law;
d) Your violation of any term or condition of this Agreement, or;
e) Your or your employees’ or contractors’ negligence or willful misconduct.
Commissions
In exchange for your display of the affiliate links, promotional discount coupons, Promotional Materials, and for your compliance with and performance of the terms and conditions of this Agreement, Vision Marketplace shall pay to you a commission (the “Commission”) based on successful referrals that generate completed purchases. All products advertised and sold on the Vision Marketplace website are eligible for a Commission.
In order to be eligible to register for the Affiliate Program and collect Commissions, you have to have a PayPal account that can receive payments.
The basic Commission rate is 10% (ten percent) for all sales, based on the order total, and excluding shipping costs, as well as VAT (the latter for sales within the European Union). Notification to you of any change in Commission percentage will be given by Vision Marketplace at your e-mail address on record.
Payable referrals are generated in two ways, through a special tracking affiliate link and a promotional discount coupon.
a) When a customer is referred from your website(s) to the Vision Marketplace website through a special tracking affiliate link, and a sale is successfully completed, then you receive a 10% Commission, calculated on the remaining balance as described above;
b) When a sale is successfully completed on the Vision Marketplace website, and the customer applies the promotional discount coupon which is custom-generated for the Affiliate in order to track the sale, then you receive a 10% Commission, calculated on the remaining balance and after the coupon discount has also been deducted. In the event that the sale is generated after your coupon has been applied and the affiliate link has also been used, then the coupon overrides the affiliate link.
Vision Marketplace encourages incentivized Commissions, subject to written approval by us, through e-mail. We reserve the right to decline Commissions for any sales in which the referral used a different referral link or different promotional discount coupon code as defined by the terms above.
The Commission rates above are subject to change from time to time, upon e-mail notice to you and commencing 7 (seven) days following such notice. Additionally, Vision Marketplace reserves the right to increase the Commission rate individually for exceptionally competent Affiliates.
In order to be eligible to earn Commissions on qualified sales of Vision Marketplace products to referred customers during the term of this Agreement and through your utilization of the Affiliate Program, you accept the following terms:
a) You are paid when they reach the minimum US$50 (fifty US dollars) threshold. You can increase the minimum threshold if you wish, but you cannot reduce it below US$50. Once you reach this affiliate balance, Vision Marketplace will issue your payment within 3 (three) business days, unless unforeseen circumstances occur and we are forced to delay for a reasonable time;
b) Commissions will be paid through PayPal to the PayPal registered e-mail address that you have specified. It is your responsibility to ensure that your PayPal account e-mail address is correct. PayPal payments will only be reissued within 60 (sixty) days of the original issue date in the case of incorrect PayPal address or refusal from PayPal to accept payment;
c) Any Commission payments consistently returned to Vision Marketplace due to incorrect Affiliate contact information will not be resent and you agree to relinquish rights to such Commissions;
d) If you do not meet the minimum threshold of US$50 within 360 (three hundred and sixty) days after the end of the month in which the last qualified referred and commissioned purchase was properly completed, Commission payments will be forfeited and your Commission balance will revert to US$0 (zero US dollars);
e) Commission will be based on the purchases made by customers that you refer within the cookie lifespan. Vision Marketplace may change the lifespan of the cookies without notice. The initial cookie lifespan as of January 15, 2017, is 90 (ninety) days;
f) You are solely responsible for keeping all payee information in your account up to date to ensure a valid payment can be issued;
g) Referred purchases must come through your special tracking referral link or promotional discount coupon in order to qualify for commission. No referral fee will be paid for sales that occurred before you becoming an Affiliate;
h) Vision Marketplace shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to the Affiliate. You shall be given reasonable access to these records upon request, and is available through the respective affiliate account. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to you in any period or periods shall be rectified by Vision Marketplace within 14 (fourteen) days of discovering such discrepancy;
i) We will not be liable to you with respect to any failure by you to use or utilize referral links or promotional discount coupons properly, including to the extent that such failure may result in any reduction of Commission amounts that would otherwise be paid to you pursuant to this Agreement;
j) Missing or untracked affiliate referrals must be reported within 1 (one) month of the referred purchase and will be credited to your account at our sole discretion;
k) Vision Marketplace has the right to hold Commissions for a period of 1 (one) month from any purchase to protect Vision Marketplace in the event of any chargeback or refund that may occur;
l) Commission from referred customers that issue a chargeback or ask for a refund can be reversed at any time. If commission has already been paid, it will be subtracted from future referral. Affiliates may not offer, or promise to offer, cash back or refund to referred customers for purchases;
m) Commission will be reversed from any purchases returned within 60 (sixty) days. If Commission has already been paid, it will be subtracted from future referrals;
n) Any Affiliate who violates the Affiliate Agreement or any applicable law is subject to having their affiliate account deactivated. Affiliate accounts may be deactivated at any time without warning. Accrued, but not yet received, Commissions will be forfeited;
o) In the event that you materially breach this Agreement, and Vision Marketplace terminates it within 30 (thirty) days of such breach, then any accrued and payable Commissions owed to you shall be forfeited, and Vision Marketplace shall not be obligated to pay you such Commissions.
Affiliates are responsible for any expenses incurred in order to receive their referral commission (fees, taxes, surcharges, exchange rates, etc.). Please check with PayPal and/or your local banking institution to find out whether any of these apply to your account. It is your responsibility to be updated and comply with the terms, laws, and regulations regarding taxation and be consistent with all the relevant taxation laws of your country or jurisdiction. Vision Marketplace is not responsible for any third-party fees charged by PayPal, bank, or other financial or governmental institute in relation to the paid Commission fees.
Affiliate’s Representations and Warranties
You have the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in it.
You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.
Should any law enforcement agency or internet service provider provide Vision Marketplace with notice that you have engaged in transmission of unsolicited bulk e-mails (spam) or have otherwise engaged in unlawful conduct or conduct in violation of said service provider’s terms of service, we reserve the right to cooperate in any investigation relating to your activities including disclosure of your account information in connection therewith.
Compliance with Laws
In connection with your participation in the Affiliate Program you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgements, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws (federal, state, or otherwise) that govern marketing e-mail and internet activity.
Indemnification
You agree that Vision Marketplace, although the provider of the Affiliate Program, has no responsibility or liability as a result of your use of the Program and your placement of authorized Promotional Materials or other content on your site, and you, the Affiliate, jointly and severally agree to indemnify, defend, and hold harmless Vision Marketplace and its affiliates, officers, directors, managers, employees, and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.
You shall indemnify Vision Marketplace and hold harmless Vision Marketplace from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in this Agreement. You shall also indemnify and hold harmless Vision Marketplace for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
Confidentiality and Non-Disclosure
Any information that Affiliate you are to by virtue of your relationship with Vision Marketplace under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Information”. You may not disclose any Confidential Information to any person or entity, unless you obtain prior written consent for such disclosure from Vision Marketplace. This includes all information, pages, schedules, policies, guidelines, specifications, user manuals, and supporting materials that we make available to you. All private communication is also considered Confidential Information and includes, but is not limited to, ideas, comments, directions and guidelines issued through personal communication in any form (written or verbal, electronic or non-electronic). You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal processes.
Vision Marketplace agrees not to disclose or disseminate your Confidential Information without your prior express written consent. The term “Confidential Information” shall not include information that is or becomes part of the public domain through no action or omission of Vision Marketplace, that becomes available to Vision Marketplace from third parties without knowledge by Vision Marketplace of any breach of fiduciary duty, or that Vision Marketplace had in its possession prior to the date of this Agreement.
Vision Marketplace does not collect information about your customer transactions, other than what is passed to us through the Affiliate Program’s software (affiliate links, tracking code, cookies, discount coupons, etc) and displayed on your own transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. Vision Marketplace reserves the right to be able to utilize this data in aggregate to analyze service trends, monitor service efficiencies, and perform such other analysis as Vision Marketplace deems appropriate.
Term of Agreement and Termination
This Agreement shall take effect immediately after you are approved as an Affiliate by Vision Marketplace, and shall remain in full force and effect indefinitely, or until terminated pursuant to the terms of this Agreement. Either you or we have the right to terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your e-mail address on our records, is considered sufficient notice in order to terminate this Agreement. We may withhold accrued unpaid commission fees for a reasonable period of time following termination to ensure that the correct amount is paid, e.g., to calculate for any cancelations, refunds, chargebacks, or returns. If this Agreement is terminated because you have violated the terms of this Agreement you are not eligible to receive any Commission payments, even for Commissions earned prior to the date of termination.
Upon any termination of this Agreement, any and all licenses you have with respect to Promotional Materials, or any other related content, will automatically terminate and you may be asked to immediately stop using it, and promptly remove from your website(s) and delete or otherwise destroy all links to the Vision Marketplace website, all other content, and any other materials provided or made available by or on behalf of us to you under this Agreement or otherwise in connection with the Affiliate Program.
Taxes
Vision Marketplace shall not be responsible for any taxes owed by your arising out of your relationship as an Affiliate with Vision Marketplace, as set forth in this Agreement, and the money earned through Commissions as a result of it. Vision Marketplace shall not withhold any taxes from the Commissions paid to the Affiliate.
Limitation of Liability
Vision Marketplace shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Vision Marketplace was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials and communicated directions and guidelines, or other performance of services under this Agreement. We will have no liability for any matter directly or indirectly relating to the creation, maintenance, or operation of your website(s) or your violation of this Agreement. Further, our aggregate liability arising in connection with this Agreement, the Affiliate Program, the Vision Marketplace website, and the offered products will not exceed the total Commissions paid or payable to you under this Agreement in the 3 (three) months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred. This paragraph will survive the failure of any exclusive or limited remedy.
Disclaimers
The Affiliate Program, the Vision Marketplace website, any products and services offered on the Vision Marketplace website, the content, any affiliate links, promotional discount coupons, Promotional Material, and communicated directions and guidelines, our and our affiliates’ trademarks and logos (including those of Vision Marketplace) and all technology, software, functions, materials, data, images, text, and other information and content provided or used by or on behalf of us or our affiliates’ or licensors in connection with the program (collectively the “service offerings”) are provided “as is.” Neither we nor any of our affiliates or licensors make any representation or warranty of any kind, whether express, implied, statutory, or otherwise with respect to the service offerings. Except to the extent prohibited by applicable law, we and our affiliates and licensors disclaim all warranties, including and implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, and quiet enjoyment, and any warranties arising out of any course of dealing performance, or trade usage. We may discontinue any service offering, or may change the nature, features, functions, scope, or operation of any service offering, at any time and from time to time. Neither we nor any of our affiliates or licensors warrant that the service offerings will continue to be provided, will function as described, consistently or in any particular manner, or will be uninterrupted, accurate, error free, or free of harmful components. Neither we nor any of our affiliates, associates, or licensors will be responsible for:
a) Any errors, inaccuracies, or service interruptions, including power outages or systems failures;
b) Any unauthorized access to or alteration of, or deletion, destruction, damage, or loss of, your website(s) or any data, images, text, or other information or content. No advice or information obtained by you from us or from any other person or entity or through the Affiliate Program, content, Promotional Materials, communicated directions and guidelines, or the Vision Marketplace website will create any warranty not expressly stated in this Agreement. Further, neither we nor any of our affiliates, associates, or licensors will be responsible for any compensation, reimbursement, or damages arising in connection with any loss of prospective profits or revenue, anticipated sales, goodwill, or other benefits, or any investments, expenditures, or commitments by you in connection with this Agreement or your participation in the Affiliate Program, or any termination of this Agreement or your participation in the Affiliate Program.
Force Majeure and Severability
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, war, governmental action, labor conditions, earthquakes, acts of God, or any other cause which is beyond the reasonable control of such party.
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
Miscellaneous
You acknowledge and agree that we and our affiliates or associates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with your website(s). You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable again the parties and their respective successors and assigns. 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. Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement, may be made, taken, or given in our sole discretion. All non-public information provided by us in connection with the Agreement is considered confidential information, and you will maintain the same in strict confidence and not disclose the same to any third party (other than your affiliates) or use the same for any purpose other than your performance under Agreement, which restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties.
Modifications
Vision Marketplace may modify any of the terms and conditions contained in this Agreement (and any other communicated directions or guidelines) at any time and in our sole discretion by posting a change notice, revised agreement, or revised directions or guidelines, on the Vision Marketplace website or by sending notice of such modification to you by e-mail to the e-mail address on record associated with your Affiliate’s account (any such change by e-mail will be effective on the date specified in such e-mail). Modification may include, for example, changes to the Affiliate’s Program participation requirements, Commissions schedule, payment procedures, and any other Program requirements. Vision Marketplace also reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Affiliate Program at any time. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the program following the effective date of any modification will constitute your binding acceptance of the change.
Jurisdictional Issues
The Law applicable to this Agreement is the Law of the Republic of Cyprus (European Union), the courts of which have jurisdiction to dispute any matter arising out of/or connected with this Agreement.
Entire Agreement
This Agreement constitutes the entire agreement between Vision Marketplace and you, the Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understanding or other agreements, whether oral or written, relating to the subject matter of this Agreement.
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