This Affiliate Agreement contains the complete terms and conditions governing Affiliate’s participation in the Affiliate Program operated by Cogniview.
To enroll, Affiliate must submit a completed online Program Application. Cogniview may reject a Program Application for any reason. If a Program Application is rejected, Affiliate may not reapply to the Program for ninety (90) days.
Following acceptance of a Program Application, Cogniview will provide Affiliate with approved Internet hyperlinks to the Cogniview web site, or a “unique promotion code” to identify the Affiliate customers. For web site owners, Affiliate agrees to identify itself as a Cogniview affiliate and to display the Cogniview Approved Links on each Internet web site identified by Affiliate in its Program Application. Affiliate shall install the Cogniview Approved Links (or updates) within fourteen days of receipt.
It is strictly forbidden to publish your promotion code on the Internet or by solicited mass mailing. You can transfer it to your customers by personal e-mail, phone, fax or in person. You are obliged to inform your customers on this policy, when ever distributing your promotion code. A misuse of the promotion code will result immediate cancellation of the promotion code and a termination of this agreement.
Customers who, during the term of this Agreement, visit the Cogniview web site by hyperlinking via an Cogniview Approved Link and in the same visit, or within 365 days following the date of the visit, purchase a product or service from Cogniview, shall be known as “Affiliate Referrals”.
Alternatively, Affiliate will receive from Cogniview a “unique promotion code”. Customers who, during the term of this Agreement, visit the Cogniview web site, and while purchasing a Cogniview product from the site will enter the “unique promotion code” into the product ordering page, shall be known as “Affiliate Referrals”.
Cogniview will pay Affiliate a 30% (Thirty Percents) commission referral fee based upon the amount actually collected from an Affiliate Referral, net of any offsets for credit card fraud, bad debt or credit due because of cancellations or returns. Such Commission Fees shall be paid to affiliate on a monthly basis. Cogniview will pay Affiliate a Commission Fee only if the Affiliate Referral is tracked on the Online Booking System.
Cogniview will use reasonable efforts to provide online reports to Affiliate showing the number of visitors to the Cogniview web site from each Affiliate Site, the Commission Fees, if any, owed to Affiliate, and previous payments made to Affiliate. Cogniview will use a known, widely accepted software product for this task.
Affiliate agrees that during the term of this Agreement, Cogniview may, but is not required to, include Affiliate’s logos, trademarks, trade names and similar identifying material (“Affiliate Marks”) on the Cogniview web site. It is agreed that all trademarks are their owners property.
That it is the owner of all Affiliate Marks; that it has the legal right to grant Cogniview the license to use Affiliate Marks; and that Cogniview’s use of such Affiliate marks will not infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.
That it owns and is solely responsible for the development, operation and maintenance of each Affiliate Site and for the content of all materials that appear on each Affiliate Site; that it is compliance with all applicable laws and regulations; and that the content of each Affiliate Site is not defamatory, fraudulent, obscene, infringing or otherwise in violation of any legal rights or duties;
That it will not engage in any “spamming” or similar activities that relates or refers, directly or indirectly to Cogniview, Cogniview’s products or Cogniview’s services;
That it will not make any representation or warranty on behalf of Cogniview or concerning any products or services provided by Cogniview;
That apart from its display of Cogniview Approved Links, it will not use any Cogniview trademark, name or URL in any way without Cogniview’s prior written consent;
That it will not bid on the name “Cogniview” (or any name or phrase that is a derivative thereof) or the name of any of Cogniview’s suppliers as part of any key-word or PPC search;
That it will not copy or attempt to duplicate the look and feel of the Cogniview web site, attempt to create an impression that any Affiliate Site is owned or operated by Cogniview, or frame any portion of the Cogniview web site;
That it will not use any customer information provided by Cogniview for any purpose other than to verify the appropriateness of Commission Fees;
That it will not market or promote the Program outside the geographic area/industry for which the Affiliate has been approved;
Affiliate declare that he have no criminal record;
That all statements contained in its Program Application are true; and
That it is not working for a competitive entity.
In the case of registering as a “Company/ Partnership” affiliate declare that he is authorized to sign this Affiliate Agreement and bear all it’s commitments on behalf of the registered company.
Unless otherwise terminated as set forth herein, this Agreement will terminate three (3) years from the date of acceptance of the Program Application. The Agreement will automatically renew thereafter on a year-to-year basis unless terminated by either party at least one month before expiration of the term. However, this agreement wills terminated within 30 days if decided and noted by the affiliate, or in the case that Affiliate will not generate sales of Cogniview products for a continues period of 180 days.
Cogniview may terminate this Agreement immediately, effective upon email notice of termination, in the event that Affiliate breaches any representation or warranty as set forth above.
Either party may terminate this Agreement in the event of a breach, which breach is not cured within fifteen (15) days of notice to the other party.
This Agreement shall be automatically terminated in the case of change of ownership of Cogniview or in the case of merger with another entity or in the case of stock swap or in any transaction of this kind where at least 50% of the ownership of Cogniview will change.
In the case of termination, Cogniview will pay Affiliate any outstanding balance. Paying the balance will clear all relations, obligations and commitments between Cogniview and affiliate.
Affiliate agrees that it will at all times defend, indemnify and hold harmless Cogniview and any of its subsidiaries, affiliates or parent companies and their employees, owners, directors, managers, accountants, attorneys, agents, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses (including, without limitation, reasonable legal fees and expenses) arising out of or related to (i) the development, operation, maintenance and content of any Affiliate Site; (ii) any products, materials or services provided or made available by Affiliate via an Affiliate Site other than Cogniview products; (iii) any breach of any term, condition of this Agreement by Affiliate; (iv) any breach of Affiliate’s representations and warranties herein; and/or (v) Affiliate’s willful misconduct and/or negligence. Both parties shall give the other party prompt written notice of any claim, action or demand for which indemnity is, or may be, claimed. Cogniview shall have the right, but not the obligation, to control the defense and/or settlement of any claim in which it is named as a party. Affiliate shall have the right to participate in any defense of such claim with counsel of its choice at its own expense. Affiliate shall not, without the prior written consent of Cogniview, settle, compromise or consent to the entry of any judgment with respect to any pending or threatened claim.
Cogniview may modify any of the terms and conditions in this Agreement, at any time, by providing Affiliate with an email notice noting any such modifications. Modifications may include, but are not necessarily limited to, changes in the scope of available Commission Fees, Commission Fee schedules, payment procedures and Program rules. If any proposed modification is unacceptable to Affiliate, Affiliate may terminate this Agreement within 3-months notice, without the modifications. However, Affiliate’s continued participation in the Program following its receipt of email notice from Cogniview constitutes Affiliate’s binding acceptance of any such change.
The parties to this Agreement are independent contractors. Nothing in this agreement is to be construed to create a partnership, joint venture or employment or agency relationship between Cogniview and Affiliate. Neither party has any authority to obligate or bind the other in any respect.
The interpretation of and performance under this Agreement will be construed in accordance with the laws of the State of New York, U.S.A
No waiver of a breach or default shall be construed as a waiver of any other breach or default of the same or any other provision. No delay in exercising any rights, powers or privileges under this Agreement shall operate as a waiver of any rights, powers or privileges.
Affiliate cannot assign this Agreement or its respective rights and duties under this Agreement without Cogniview’s prior written consent.
Each provision of this Agreement is separate and distinct from every other provision of this Agreement.
All notices to Cogniview must be given via email to email@example.com and, if to Affiliate, via email to the email address set forth in the Program Application. Affiliate is responsible for maintaining this email address or providing notice to Cogniview of any change to such email address.
This Agreement and the information submitted by Affiliate as part of the Program Application contains the entire understanding of Cogniview and Affiliate. This Agreement supersedes any previous discussions and agreements (whether oral or written) between Cogniview and Affiliate.
ALL PRODUCTS OR SERVICES TO BE PROVIDED BY COGNIVIEW TO AFFILIATE OR TO ANY AFFILIATE REFERRAL OR OTHER USER ARE PROVIDED WITHOUT ANY WARRANTY OF ANY KIND EXPRESS OR IMPLIED. COGNIVIEW CANNOT AND DOES NOT GUARANTEE THAT THE AUTO EUROPE SITE OR THE ONLINE BOOKING SYSTEM WILL BE AVAILABLE AT ALL TIMES OR OPERATE ERROR-FREE. COGNIVIEW HEREBY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. UNDER NO CIRCUMSTANCES SHALL COGNIVIEW BE LIABLE TO AFFILIATE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES. COGNIVIEWS MAXIMUM LIABILITY TO AFFILIATE SHALL BE THE AMOUNT OF ANY DUE BUT UNPAID COMMISSION FEES.