WIZEGORILLA AFFILIATE NETWORK AGREEMENT
This Affiliate Program Agreement is made and entered into as of the date of grant set forth below.
The Affiliate Program Agreement is a Legal Agreement that has been entered into between the following parties:
Please read this Affiliate Program Agreement (“Agreement”) carefully before submitting your application to participate in the WIZEGORILLA AFFILIATE NETWORK (“Network”). If you do not accept all of the terms and conditions of the Agreement, do not submit an Application. By submitting the Application, you are conclusively deemed to have accepted and agreed to join and participate in the WIZEGORILLA AFFILIATE NETWORK.
1.1 Please note that all definitions stated herein refer and apply only to this agreement;
“Agreement” means this agreement;
“Network” means the WIZEGORILLA AFFILIATE NETWORK;
“Merchant” refers to a publisher a registered business.
“Approved Territory” this means the countries listed on [pages 4 and 5 on Table 6.3.1]:
“Program” means WIZEGORILLA affiliate program, as may be amended from time to time at WIZEGORILLA’s sole and absolute discretion;
“Fees” mean s means the amount(s) payable by WIZEGORILLA AFFILIATE NETWORK; to the Affiliate, based solely and exclusively on ‘The Merchants’ data and calculations, in accordance with [Table 6.3.1 on pages 4 and 5] and the Commission Structure and payouts on Annex 6.3.2 of this Agreement;
“Advertising Materials” means any materials provided by ‘The Merchant’ to WIZEGORILLA AFFILIATE NETWORK via the Platform for use by the Affiliate for the sole purpose of referring prospective clients from the Affiliate’s website to the ‘The Merchants’ website;
“Website” means https://www.wizegorilla.com/uk and any other website as may be added by ‘The Merchant’, in its sole and absolute discretion, from time to time.
2.1 The Affiliate Program is managed by WIZEGORILLA and this Agreement shall be effective upon WIZEGORILLA’S acceptance of your application sign-up request and linking and/or participation in the Program.
2.2 Please note that we review all affiliate registrations and we require accurate and honest information. The review process will take a few days for verification purposes and
once you’re approved, you’ll be given a unique referral ID that you can use to promote ‘The Merchant’ WIZEGORILLA via referral links.
2.3 WIZEGORILLA will make affiliate commission payments ONLY to the registered sites in full compliance with the Approved Countries’ list provided on [pages 4 and 5 Table 6.3.1]:Please ensure that you confirm that your site is represented in the various regions as listed.
3.1 Please note that your registration request may be rejected for any reason at WIZEGORILLA’S discretion. Your request will be rejected if it is determined that your website includes anything that is unlawful, harmful, threatening, defamatory, obscene, harassing, discriminatory, or otherwise objectionable.
4.1 Place Links on your site within 30 days of your acceptance into the Program.
4.2 Actively participate in the Program by accessing and using promotional Links via the ‘The Merchant’s’ Market’s site.
4.3 You agree to be solely responsible for all costs and expenses you may incur in connection with your participation on the Program and/or your performance under this Agreement including:
4.3.1 The development, operation and maintenance of your site
4.3.2 All materials that appear on your site and the accuracy and appropriateness of such materials
4.3.3 Ensuring that any such materials do not violate or infringe upon the rights of any third party, including, but not limited to, copyrights, trademarks, privacy, or other personal or proprietary rights, are not libelous, defamatory, misleading, false or deceptive or otherwise illegal
4.3.4 Ensuring that your site and your business practices do not violate this Agreement
4.4 You agree to keep your application with the WIZEGORILLA AFFILIATE NETWORK updated with current and accurate information and, at all times, list the web sites you are using to drive traffic to ‘The Merchant’s’ landing pages.
4.5 You agree not to make any representations, either express or implied, or create an appearance or impression, directly or indirectly.
4.6 WIZEGORILLA is not obligated to make any representations, warranties or other statements concerning you, your site, your site policies or any of your products or services.
5 AFFILIATE MARKETING ACTIVITIES
5.1 All images, product names and numbers, trade names, trademarks, slogans, and/or designs depicted in any marketing collateral or links made available to your under this Program are the proprietary property of ‘The Merchant.’
5 2 Affiliates shall use The ‘Merchant’ materials only as specified herein and shall not misappropriate, alter or modify materials provided unless with prior written consent from the ‘The Merchant.’
5.3 ‘The Merchant’ is solely responsible for altering designs and advertising materials without notice and at their discretion.
6.1 WIZEGORILLA LIMITED handles and is solely responsible for any and all commission payments. ‘The Merchant’ is neither responsible nor liable for any type of commission payments to ‘The Affiliate.’
6.2 WIZEGORILLA LIMITED shall provide an anonymized report of Approved Clients’ activity for the Affiliate in a suitable manner for the purposes of calculating the Fees at the end of each month. Payment of the Fees shall be made arrears in 30 days after receipt of an invoice from the Affiliate.
6.3 The Affiliate acknowledges and agrees that the Affiliate shall only be paid Fees for introductions by the Affiliate of each approved NEW client live account within the resident Approved Territory List and as per the specific Tiers and commission structures allowed as per the Commission Table Calculation as seen on [pages 4 and 5 Table 6.3.1]:
6.4 However, Payments can be received by:
6.4.1 30 day, ‘last click’ attribution cookie (from click to application submission).
6.4.2 Commission WILL be paid for demo to live account conversion ONLY IF the affiliate was last referring channel (adhering last click attribution).
6.5 WIZEGORILLA AFFILIATE NETWORK shall pay the Fees to the Affiliate in accordance with Commission Table Calculation and as per the specific Tiers and commission structures and payouts as indicated on [pages 4 and 5 Table 6.3.1]. ‘The Merchant’ shall determine in its sole and absolute discretion which Fees are appropriate for each and every Approved Client introduced by the Affiliate in accordance with applicable regulations and/or business change or requirements. WIZEGORILLA will notify the Affiliate of any change in the Fees at any time by email. In the event the Affiliate does not agree to such change, it shall notify WIZEGORILLA by return email within five (5) days of receiving such notice from WIZEGORILLA and the Agreement shall terminate immediately. In the event the Affiliate does not notify WIZEGORILLA by email within five (5) days from receipt of the notice, it shall be deemed as an acceptance to change of terms by the Affiliate to such change in the Fees.
6.6 If the affiliate responds without agreement to the changes this agreement will be terminated with immediate effect (no future affiliate payment post the date of termination for any new clients on boarded whilst not in the program) will be approved.
6.7 ‘The Merchant’ shall provide an anonymized report of Approved Clients’ activity for the Affiliate in a suitable manner for the purposes of calculating the Fees at the end of each month. Payment of the Fees shall be made arrears in 30 days after receipt of an invoice from the Affiliate.
6.8 The Affiliate acknowledges and agrees that the Affiliate shall only be paid Fees for introductions by the Affiliate of an Approved Client resident in an Approved Territory. The Affiliate agrees that ‘The Merchant’ may amend the list of Approved Territories immediately and in its sole and absolute discretion as represented in [pages 4and 5 Table 6.3.1] in accordance with applicable regulations and/or business change or requirements. “The Merchant” shall use reasonable endeavors to notify the Affiliate of any amendment to Table 6.3.1 of this Agreement where practically possible and where it does not adversely affect “The Merchant” to do so.
EXCEPT FOR THE ABOVE REPRESENTATIONS NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.2 LIMITATION OF LIABILITIES: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL WIZEGORILLA AFFILIATE NETWORK BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES.
7.3 INDEMNITY: You agree to defend, hold harmless and indemnify and keep indemnifying WIZEGORILLA LIMITED, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to you or your users’ use of the WIZEGORILLA AFFILIATE PROGRAMor violation of ,which includes any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action.
8.1 Except as otherwise provided herein or with the consent of the other party, each party agrees that all information including, without limitation, business and financial information, customer and information, and pricing and sales information, concerning WIZEGORILLA LIMITED or ‘THE AFFILIATE,’ or any other affiliate, provided by or on behalf of any of them shall remain strictly confidential and shall not be used, directly or indirectly, by such party for its 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 through a source or sources other than such party hereto or its affiliates. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) to any person pursuant to a subpoena issued by any court or administrative agency, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process.
9.1 The Agreement takes effect on the date hereof and shall continue until terminated in accordance with the terms of this Agreement.
9.2 Either party may terminate this Agreement by giving not less than five  days’ written notice to the other party which is to be submitted in writing or by email to WIZEGORILLA AFFILIATE NETWORK [at email@example.com].
9.3 ‘The Merchant’ reserves the right to update, and cancel the affiliate program and will issue a ten  days notice in the event at ‘The Merchant’ wishes to change or terminate the program.
9.4 Notwithstanding clauses 9.1 and 9.2 above, either party may terminate this Agreement with immediate effect and without notice if:
9.3.1 the other party commits a material breach of its obligations under this Agreement and, where such breach is capable of remedy, fails to remedy the breach within five (5) calendar days’ of the party providing written notice;
9.3.2 If the other party is unable to pay its debts or has a receiver, administrator, administrative receiver or liquidator (or equivalent) appointed or calls a meeting of its creditors, or
9.3.3 the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or
9.3.4 a petition is filed, a notice is given, a resolution is passed, or an order is made for or in connection with the winding up of the other party.
9.5 If WIZEGORILLA AFFILIATE NETWORK considers the Affiliate or the content of its website inappropriate in any way, WIZEGORILLA AFFILIATE NETWORK may immediately terminate this Agreement.
9.6 In the event of termination of this Agreement:
9.6.1 no Fees will be due and payable to the Affiliate from the date of termination; and
9.6.2 the Affiliate shall immediately remove the Advertising Materials from any website and/or venue within its control and/or immediately co-ordinate the removal of the Advertising Materials from any third-party website and/or venue of any kind.
9.6 This Agreement will immediately terminate upon termination of the Affiliate Program Agreement between WIZEGORILLA AFFILIATE NETWORK and ‘The Merchant’.
9.7 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed on or before termination.
10.1 By submitting this application and clicking [www.wizegorilla.com] submission link for this site, I hereby certify that I have read and accepted the terms, conditions and disclosures associated with this Agreement.