The following are the terms and conditions (this “Agreement” or the “Terms”) for affiliates that direct potential customers to any Nibble Group Ltd web site ( nibbleprotein.com -the “Site”) and where Nibble Group Ltd has agreed to pay that affiliate (“you”) for directing those potential customers to the Site.
By submitting your application for being an affiliate of the Site, you agree to be bound by the Terms as stated herein without modification.
- Nature of the Relationship:
The nature of the relationship between Nibble Group Ltd and you will be that of independent contractors for all purposes and in no event will any person employed by you be held or construed to be employees of Nibble Group Ltd Specifically, Nibble Group Ltd is not a member of any partnership, joint venture or franchise arrangement with you.
- Ownership and use of Nibble Group Ltd Materials:
“Nibble Group Ltd Materials” include any images, legal materials, documents, contracts, proprietary information, recipes, products, web links, promotional material, email, information, partial Nibble Group Ltd Material or any other materials provided by Nibble Group Ltd the Site or any Nibble Group Ltd service in any way. Nibble Group Ltd retains complete ownership and all rights to the Nibble Group Ltd Materials. You do not have the right to use or change any of the Nibble Group Ltd Materials without prior written consent of Nibble Group Ltd You do not have the right to use any Nibble Group Ltd Materials for third party or competitive use. All use of Nibble Group Ltd Materials, with or without prior written consent, will cease after termination of this agreement.
This Agreement will be for an indefinite term and can be terminated immediately without cause by either Nibble Group Ltd or you providing notice to the other party. Upon termination, you will stop using Nibble Group Ltd Materials and you will discontinue any use of the Nibble Group Ltd trademark.
Nibble Group Ltd agrees to pay you a commission of twenty percent (20%) of all sales (excluding shipping, taxes, and returns) redeemed from your affiliate-specific coupon codes (as provided by us for your sole use) or generated from traffic from your site. This traffic will be given a tracking cookie provided the person has not previously visited our site and has an existing tracking cookie from another affiliate. You will get credit for such sales during the life of the tracking cookie. With our advanced permission, in lieu of a commission (or in lieu of part of it), you can provide a percent discount off our products for visitors from your site. The total of the commission and discount will not be more than the thirty percent unless otherwise agreed with Nibble Group Ltd. Payments are calculated on the first business day of the month and payment will be sent within five business days when commissions payable total £25 or more. You will have access to sales and commission reports available by logging into the Nibble Protein Affiliate Area. We will not provide any compensation for any referrals or traffic where the provision of any compensation for a referral is prohibited by law.
- Content Development:
You are solely responsible for all content development (and its cost) on your web site.
You may be given or obtain access to non-public information of Nibble Group Ltd that Nibble Group Ltd considers to be of a confidential, proprietary, or trade secret nature, including, but not limited to, customer information, pricing, financial and operational information, business information and marketing information, in whatever form or media, whether or not marked as confidential (collectively “Confidential Information”). You agree not to use any Confidential Information disclosed to you by Nibble Group Ltd for your own use or for any purpose other than to carry out your obligations under this Agreement. You will not disclose any Confidential Information to third-parties or to your employees or agents, other than employees and agents who are required to have the information in order to carry out your obligations under this Agreement. You agree to notify Nibble Group Ltd immediately and in writing of any misuse or misappropriation of Nibble Group Ltd’s Confidential Information, which may come to your attention and to return Nibble Group Ltd’s Confidential Information upon the request of Nibble Group Ltd Confidential Information shall not apply to: (a) information that is or becomes a matter of public knowledge through no fault of or action by you, (b) information that prior to disclosure was rightfully in your possession as a result of disclosure by a third-party under no obligation or restriction of confidentiality, (c) information that, subsequent to disclosure, is rightfully obtained by you from a third-party under no obligation or restriction of confidentiality, and (d) information that is independently developed by you without use, knowledge or access to the Confidential Information of Nibble Group Ltd.
- Return of Confidential Property:
Upon Nibble Group Ltd’s request (and upon termination of this Agreement), you will deliver to Nibble Group Ltd all Confidential Information, memoranda, notes, records, drawings, manuals, or other documents and media pertaining to Nibble Group Ltd’s business including all copies, extracts, summaries and analyses.
You agree to indemnify and hold Nibble Group Ltd, its directors, officers, shareholders, successor and predecessor companies, attorneys, agents and employees harmless from any claim, demand, or damage, including attorneys’ fees and costs, asserted by any third party due to or arising out of the your actions (including but not limited to advertising, web site content or how you otherwise direct potential customers to our site).
- Limitations of damages:
Nibble Group Ltd will not be liable to you for any exemplary, punitive, special or consequential damages, including lost revenues, lost profits or lost prospective economic advantage arising from any act or omission in performance or failure to perform under this Agreement, even if Nibble Group Ltd is at fault and/or knew or should have known of the possibility thereof, and you hereby release and waive any claims against Nibble Group Ltd regarding such damages.
- Trademarks and other Intellectual Property:
You acknowledge that all rights in any registered trademarks or any pending trademark registrations associated with the business of Nibble Group Ltd (i.e., trademarks, service marks, slogans, logos, designs and other similar means of distinction), including all goodwill pertaining thereto, shall be the sole property of Nibble Group Ltd You may use and display such trademarks only in the manner and for the purpose authorised by Nibble Group Ltd and only during the Term of this Agreement. Nibble Group Ltd reserves the right to add to, change or discontinue the use of any trademark it owns, on a selective or general basis, at any time. You shall not use any trademark or trade name of Nibble Group Ltd in any corporate, partnership or business name without Nibble Group Ltd’’s prior written consent.
No press releases mentioning your affiliate program participation may be made without prior written consent of Nibble Group Ltd to a release being made. You will provide a copy of any press releases to Nibble Group Ltd
You agree to conduct yourself with due regard to public conventions and morals and agree that you will not do or commit any act or thing that will tend to degrade Nibble Group Ltd or bring it into public hatred, contempt, scorn or ridicule or that will tend to shock, insult or offend the community or ridicule public morals or decency. Further, you will not market Nibble Group Ltd’s Site or products using illegal, unethical, or misleading methods, or through inaccurate content.
- Modification to Terms:
Nibble Group Ltd reserves the right to change these terms at any time and to notify you by updating and posting these terms on its Site. Nibble Group Ltd is not bound by any other modifications to these terms and conditions unless signed in writing by an authorised Nibble Group Ltd officer.
- Entire Agreement:
This Agreement, the Site Terms and Conditions and the Site Legal Disclaimer, as amended from time to time, constitute part of this Agreement.
This Agreement cannot be assigned.
No failure or delay, on the part of Nibble Group Ltd in exercising any right or power under these Terms will operate as a waiver of such right or power.
If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
- Governing Law and Notices:
In respect to construction, interpretation, validity and enforcement, these Terms are to be construed in accordance with and governed by the laws of England & Wales.
- End User:
The end user of Nibble Group Ltd’s Material will be subject to the Site’s terms and conditions and disclaimers.
- Binding Effect:
This Agreement will pass to the benefit of and be binding upon the respective heirs, executors, administrators, successors of Nibble Group Ltd and you.
The headings, captions, titles, and numbering system are inserted only as a matter of convenience and may under no circumstances be considered in interpreting the provisions of this Agreement.