As an affiliate of RACE Software, we want to treat you with fairness and respect. Whether you are an individual or a company, the following affiliate agreement is to protect you, as well as RACE Software.
If you have any questions, requests or suggestions, please do not hesitate to write to us at firstname.lastname@example.org. We believe in transparency and ongoing improvement!
PLEASE READ THE ENTIRE AGREEMENT.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND RACE SOFTWARE.
BY BECOMING AN AFFILIATE, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
The following agreement relates to you becoming an affiliate in RACE Software’s Affiliate Program. This Agreement allows HTML linking between your website/s or the platforms that you choose to promote on and the RACE Software website. Please note that throughout this Agreement, “we,” “us,” and “our” refer to RACE Software, and “you,” “your,” and “yours” refer to the affiliate.
2.1 To begin the enrolment process please first create an explorer account and apply to become an affiliate from MY ACCOUNT page. Please complete profile and payment information on the RACE Software server. Auto-approved applications do not imply that we may not re-evaluate your application at a later time. We may remove you from our affiliate program at our sole discretion. We may cancel your affiliate status if we determine that your site, branding, or public behaviour is unsuitable for our Program, including if it:
2.1.1. Contains sexually explicit materials outside literary materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination, harassment, or retaliation based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes “RACE Software” or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are RACE Software or any other affiliated business.
2.2. As a member of RACE Software’s Affiliate Program, you will have access to our Affiliate Account Manager. Here you will be able to review our Program’s details, download HTML code (that provides for links to web pages within the RACE Software web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. RACE Software serves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. Maintaining and updating your site is your responsibility. We do this to ensure it is up-to-date and we reserve the right to notify you of any changes that we feel should enhance your performance.
2.5. The responsibility to follow all intellectual property and other laws relating to your site lies with you. Permission to use copyrighted material, including images, texts, or other copyrightable work MUST be obtained by express permission. RACE Software do not bear any responsibility for your use of another person’s copyrighted material or intellectual property which may put you in violation of the law or third-party rights. You will be solely responsible for any such breaches.
3.1 To determine if you are following the terms and conditions of this Agreement, RACE Software reserves the right to monitor your website and posts on other platforms. You may be notified of changes to your website, in your posts or other materials to make sure that your links to our website are appropriate. Failing to make our suggested changes to your website may result in our reserved right to terminate your participation in the RACE Software Affiliate Program.
3.2 Should you commit fraud in your use of RACE Software, or abuse this platform in any way we reserve the right to terminate this Agreement and your participation in the RACE Software Affiliate Program immediately and without notice. Commission will not be liable from RACE Software on any fraudulent transactions or sales.
3.3. Upon RACE Software accepting your Affiliate application, this Agreement will begin and will continue unless terminated hereunder.
This Agreement may end at any time with or without cause by either party submitting to the other party written notice. This written notice may take the form of an email, or mail sent by post. This agreement will terminate immediately upon any material breach of this Agreement.
If we terminate your access to our program, we will issue all funds due at the time of termination within 30 days.
In the event that we modify any of the terms and condition of this Agreement you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and RACE Software’s Affiliate Program rules. You will end this Agreement if you are not in agreement with any modifications, otherwise continued participation in RACE Software’s Affiliate Program following the posting of the change notice or a new Agreement on our site will indicate your agreement to the changes.
Payment is issued quarterly if more than £30. All affiliate payments are issued through Paypal, Stripe or Bank Transfer based on invoice. You are responsible for keeping your Paypal/Stripe/Bank account information up to date in our Affiliate system, and for notifying us immediately if you lose access to or control of your accounts. Even if our system is set in “£” British Pounds we would work with you if required to fulfil the payment in other currencies using different online payment systems.
Once an explorer account is setup and you are enrolled in the affiliate program you can navigate to MY ACCOUNT and AFFILIATE, you will be able to receive your reports describing the calculation of the commissions due to you.
These reports are not final. Before issuing payments, we review all transactions and may remove unapproved bonus triggers automatically applied by the system but not covered in your personal affiliate contract. Therefore, the final affiliate payments you receive may differ from the initial reports.
If refunds are requested by end clients that came from your referral link and we will need to process the refund to them we shall inform you and make the correct balance adjustments for your account.
7.1 You are at liberty to promote your own website, however, any promotions that mentions RACE Software may be perceived by the public as a joint effort. Please be aware that certain forms of advertising are prohibited by RACE Software including, but not limited to “spamming”, unsolicited commercial email (UCE) and postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. Additionally, advertising in a way which conceals or misrepresents your identity, your domain name, or your return email address may contravene this Agreement. If you chose to use a mailing list to promote RACE Software then the recipient must already be a customer or subscriber of your services or website with the recipient having the right to remove themselves from future mailing lists. You’re representing yourself on your website or mailing list you must make sure that you are representing yourself and your web site as independent from RACE Software. Spamming of emails or mails from your mailing list will be cause for immediate termination of this Agreement and your participation from the RACE Software Affiliate Program. From the date of termination, pending balances owed to you will not be paid and the account will be terminated due to the unacceptable advertising or solicitation.
7.2 We reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behaviour. PPC means Pay-Per-Click campaigns on keywords such as RACE Software, RACE Software, www.RACE Software, and/or any misspellings or similar alterations of these. be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from RACE Software’s Affiliate Program. All efforts will be made to contact the affiliate prior to the ban.
7.3. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in RACE Software’s service).
7.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited RACE Software’s site (i.e., no page from our site or any RACE Software’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of RACE Software site in IFrames, hidden links and automatic pop ups that open RACE Software’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
8.1 RACE Software hereby grants to you a non-exclusive, non- transferable, non-sublicensable, revocable right and licence to access and use the Service you have ordered solely in accordance with the terms of this Agreement and any terms set forth on the order form, as applicable. Furthermore, in connection with use of our logos, trade names, trademarks and similar identifying material (Licenced Material) that we provide or authorise to you for such purpose, we provide to you to the extent that you are a member in good standing of RACE Software’s Affiliate program. You agree that all uses of the Licensed Materials will be on behalf of RACE Software and the goodwill associated therewith will inure to the sole benefit of RACE Software.
8.2 Both RACE Software and the affiliate agree not to use the other’s proprietary materials in any manner that is obscene, misleading, or disparaging, or that otherwise negatively portrays either party. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Without limiting the foregoing, RACE Software does not warrant that (i) the Service will meet your requirements; or (ii) the Service will operate without interruption or be error free. Furthermore, RACE Software is not responsible for delays, delivery failures, or any other unavailability, loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet. It is acknowledged that the Service may be subject to limitations, delays, and other problems inherent in the use of the Internet, servers that are hosted by third party providers, and such related network and communications infrastructure.
You represent and warrant that:
10.1. 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;
10.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
10.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL RACE SOFTWARE’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You agree to indemnify and hold RACE Software, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “RACE Software Parties”) harmless from any losses, costs, liabilities and expenses ( including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) relating to or arising out of: (a) your Content; (b) your use of, or inability to use, the Service or any other RACE Software user’s Content; (c) your violation of this Agreement; (d) your violation of any rights of another party, including any users; or (e) your violation of any applicable laws, rules or regulations. RACE Software reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with RACE Software in asserting any available defences. You agree that the provisions in this section will survive any termination of your subscription, this Agreement, or your access to the Service.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
14.1 Publicity: RACE Software has the right to reference Client and any End User in any materials, presentations, or media advertising or promote RACE Software (including RACE Software’s website) as a Service Client.
14.2 Governing Law: This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
14.3 Compliance with Laws; Export Control: You agree to comply with all laws and regulations relating to your use of the Service, including without limitation those relating to export and import, privacy, and personal data protection. RACE Software’s obligation to fulfil this Agreement is subject to the proviso that it is not prevented by any impediments arising out of national and international foreign trade or customs requirements, including embargoes or other sanctions. This Agreement is subject to all United Kingdom government laws and regulations as may be enacted, amended or modified from time to time regarding the export from the United Kingdom of RACE Software, services, technology, or any derivatives thereof. In the event that RACE Software approves your export of any of the foregoing, you will only export or reexport any of the software, services, or technology provided pursuant to this Agreement, or any derivatives thereof or permit the shipment of same after obtaining at your expense any required prior authorisation from the Secretary of State for Business, Innovation and Skills or other applicable authorities as may be required by law. Without limiting the foregoing, by using the RACE Software Service, you represent and warrant that (i) you are not located in a country that is subject to a U.K. Government embargo, or that has been designated by the U.K. Government as a “terrorist supporting” country and (ii) you are not listed on any U.K. Government list of prohibited or restricted parties. The provisions of this Section 14(c) will survive the expiration or termination of this Agreement for any reason.
14.4 Communications and Notice: By using the RACE Software Service, you consent to receiving certain electronic communications from RACE Software relating to your subscription. These communications may involve sending emails to your email address provided during registration, or posting communications within the RACE Software service; will include notices about your account (e.g., payment authorisations, change in password or payment method, confirmation emails and other transactional information); and are part of your relationship with RACE Software. You agree that any notices, agreements, disclosures or other communications that RACE Software sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. In the event that the last email address you provided to RACE Software is not valid, or for any reason is not capable of delivering to you any notices required or permitted by the Agreement, RACE Software’s dispatch of the email containing such notice will nonetheless constitute effective notice. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. Unless you opt out, you also consent to receive certain other communications from us, such as notifications of new RACE Software features, promotional announcements and Client surveys via email. If you want to unsubscribe (i.e., opt out) from certain non-transactional email communications, you will have the opportunity to do so.
14.5 Assignment: This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns. You may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder without the prior written consent of RACE Software.
14.6 Force Majeure: RACE Software shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, civil or military commotion, fire, floods, accidents, epidemics or pandemics, strikes or shortages of transportation facilities, fuel, energy, labour or materials, compliance with any law or governmental order, regulation or direction, accident, breakdown of plant or machinery, storm, or default of suppliers or subcontractors..
14.7 Severability: If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
14.8 Waiver: Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
14.9 Entire Agreement: This Agreement constitutes the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.