Terms and Conditions
Effective as of April 26, 2021
This Affiliate Agreement consists of the Order Form together with the Affiliate Terms and Conditions, and explains how the Linkfire affiliate program works and the applicable rules. The Affiliate Agreement applies in addition to any previously executed agreements in place between Linkfire and Customer, for the provision of other Linkfire services, such as Linkfire PREMIUM plan services.
The Linkfire affiliate program is an affiliate program, which allows Linkfire’s Customers to promote Linkfire’s Partners (such as digital service providers) via Partner-sponsored URLs, in exchange for commission payments.
LINKFIRE: Linkfire ApS, a company formed under the laws of Denmark, located at Artillerivej 86, 3, 2300 Copenhagen S, Denmark. Contact email: firstname.lastname@example.org
SERVICES: Affiliate marketing program services, operated by Linkfire, which allow Customer to generate Commission through Qualifying Events. Linkfire will enable Customer to include Partner-sponsored URLs within pre-existing Linkfire services, such as Customer’s landing pages. Once Linkfire has activated these services, unique Partner-sponsored URLs will be enabled within Customer’s account. Whenever a Qualifying Event takes place, Commission will be accrued by Customer.
QUALIFYING EVENT: An end-user signs up for a Qobuz Streaming free trial and after one month converts to a paid subscription.
COMMISSION: $7 per Qualifying Event.
TERM: The Affiliate Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the Affiliate Agreement.
REGIONS: France, Austria, Belgium, Germany, Ireland, Italy, Luxembourg, Netherlands, Spain, Switzerland, United Kingdom, USA, Finland, Sweden, Norway, Denmark, Australia, New Zealand.
MARKETING OBLIGATIONS: Include Qobuz on Linkfire landing pages.
PAYMENT DATES: Payouts are handled quarterly.
PAYMENT MEANS: Direct deposit to customer account number.
PAYMENT THRESHOLD LEVEL: $100
REPORTING OBLIGATIONS: N/A
AFFILIATE TERMS AND CONDITIONS
Please read these Affiliate Terms and Conditions carefully. If you wish to participate in the affiliate program, and agree to be bound by all of the terms of the Affiliate Agreement, please indicate your acceptance by ticking the applicable box below.
1.1 Defined terms shall have the following meanings:
(a) “Affiliate Agreement” means the Order Form together with these Affiliate Terms and Conditions.
(b) “Affiliate Terms and Conditions” means these terms and conditions.
(c) “Artificial Event” means any activity which may originate (for example, and without limitation) from: (i) automatic openings and/or redirects; (ii) spiders, robots, adware and/or spyware; (iii) requests in e-mail or chat rooms; (iv) script generators; (v) the automated redirection of visitors from mistyped or misspelled domain names; or (vi) clicks which are not preceded by an active act of an end user who wants to access the Partner-sponsored URL in question.
(d) “Commission” means the commission, bounty or other payments or earnings due to Customer for the completion of a Qualifying Event, as further set out in the Order Form.
(e) “Confidential Information” means all proprietary or confidential information that is disclosed to the Recipient by Discloser, and includes, among other things: (i) any and all information relating to products or services provided by a Discloser, its customer-related and financial information, software code, flow charts, techniques, specifications, development and marketing plans, strategies, and forecasts; (ii) as to Linkfire, and its licensors, the Services; and (iii) the terms of the Affiliate Agreement, including without limitation, pricing information. Confidential Information does not include information that Recipient can show: (a) was rightfully in Recipient’s possession without any obligation of confidentiality before receipt from the Discloser; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party without violation of a duty of confidentiality; or (d) is or was independently developed by or for Recipient.
(f) “Discloser” means the party disclosing Confidential Information.
(g) “Intellectual Property Rights” means all patents, utility models, rights to inventions, copyright and related rights, trade marks (whether registered or unregistered) and service marks, trade names and domain names, rights in get-up, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to preserve the confidentiality of information (including know-how and trade secrets) and any other intellectual property rights, including all applications for (and rights to apply for and be granted), renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist, now or in the future, in any part of the world.
(h) “Order Form” means the order form to which these Affiliate Terms and Conditions are appended.
(i) “Partner” means the company or other person seeking to market its goods and services, as set out in the Order Form.
(j) “Payment Date” means the date on which the Commission payment falls due in accordance with section 3, as further set out in the Order Form.
(k) “Payment Threshold Level” means the amount of Commission that has accrued at which time Linkfire will make payment in accordance with section 6, as further set out in the Order Form.
(l) “Qualifying Event” means the specific activity undertaken by an end user as set out in the Order Form, which is not an Artificial Event, arising directly and identifiably from that end user clicking or following the related Partner-sponsored URL provided by Linkfire to Customer, within the Region, for which Linkfire has received cleared funds from Partner in relation to.
(m) “Recipient” means the party receiving Confidential Information.
1.2 Definitions not set out in these Affiliate Terms and Conditions shall have the meanings set out in the Order Form.
2. TERM AND TERMINATION
2.1 The Affiliate Agreement shall commence on the Effective Date and shall continue for the Term, or until terminated in accordance with the Affiliate Agreement.
2.2 Upon 30 days’ advance written notice, either party may terminate the Affiliate Agreement for its convenience.
2.3 The Affiliate Agreement shall automatically terminate if:
(a) Linkfire’s commercial affiliate relationship with Partner is terminated, and Linkfire shall provide Customer with reasonable notice upon such termination; or
(b) the agreement governing Customer’s receipt of the main services to which the Services relate (including but not limited to, Linkfire PREMIUM plan services as described at www.linkfire.com) is terminated or expires.
2.3 Either party may terminate the Affiliate Agreement for cause: (i) upon 30 days’ written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
2.5 Upon termination of the Affiliate Agreement, all Partner-sponsored URLs previously provided to Customer will be disabled, and all rights and licences granted to Customer herein will terminate and Customer will make no further use of the Services. Customer is not entitled to earn Commission for any Qualifying Events which take place after termination or expiration of the Affiliate Agreement.
2.6 Termination of the Affiliate Agreement shall not limit the enforceability, nor the amounts of any of the rights nor obligations of the parties that were in existence before the termination date, including the paying out of Commission due prior to the termination date.
3. LINKFIRE OBLIGATIONS AND WARRANTIES
3.1 Subject to, and conditional upon, Customer’s compliance with the terms of the Affiliate Agreement, Linkfire shall provide Customer with the Services, and hereby licenses Customer to receive the Services.
3.2 Linkfire shall provide Customer with one or more uniform resource locators (URLs) to link Customer’s landing page to the Partner’s platform, however does not guarantee or warrant the performance of such URLs.
3.3 Linkfire shall use its reasonable endeavours and reasonable skill and care to provide the Service.
3.4 Linkfire warrants that it is legally able to enter into, and to be bound by, the Affiliate Agreement.
3.5 Linkfire warrants that it has obtained and will maintain all necessary registrations, consents and licences to enable it to perform its obligations under the Affiliate Agreement.
4. CUSTOMER OBLIGATION AND WARRANTIES
4.1 Customer warrants that it is legally able to enter into, and to be bound by, the Affiliate Agreement.
4.2 Customer warrants that it will:
(a) not knowingly artificially inflate the number of clicks, impressions or other activity, nor to permit others to do so;
(b) not change or amend any linking or advertising material supplied by Linkfire as part of the Services;
(c) comply with all applicable laws and regulations with respect to its activities under the Affiliate Agreement and to its business;
(d) make any necessary disclosures to end users, as required by applicable laws or regulation, such as any disclosures required to indicate the commercial nature of Partner-sponsored URLs;
(e) follow Linkfire’s reasonable instructions and requests in relation to the provision of the Services;
(f) not make or publish any statement about Linkfire or the Partner which is disparaging or negative;
(g) comply with the Marketing Obligations;
(h) not promote the Partner using spam, unsolicited or non-compliant marketing methods;
(i) not make to anyone any representation or commitment about Linkfire or Partner;
(j) not in any way knowingly generate or contribute to generating artificial traffic in order to accrue Commission (for the avoidance of doubt, doing so would constitute an Artificial Event); and
(k) not (a) modify, copy or create derivative works based on the Services; (b) disassemble, reverse engineer, or decompile the Services or part thereof, or access it in order to copy any ideas, features, content, functions or graphics of the Services; (c) interfere with or disrupt the integrity or performance of the Services; (d) send or store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, or send or store material in violation of any third party’s privacy rights via the Services; (e) send or store viruses or malicious code via the Services; (f) attempt to gain unauthorized access to the Services or its related software, systems, platforms or networks; (g) use any components provided with the Services separately from the Services; or (h) distribute, rent, lease, sublicense or provide the Services to any third party or use it in a service bureau, outsourcing environment, or for the processing of third party data.
5.1 On or around each Payment Date, Linkfire will provide Customer with a quarterly report, containing the details set out as per the Reporting Obligations.
6.1 Commission shall be calculated as set out in the Order Form and in these Affiliate Terms and Conditions.
6.2 Linkfire agrees to pay to the Customer the Commission due in accordance with and subject to this section 6. Customer acknowledges and agrees that no payments are due to it under the Affiliate Agreement otherwise than as expressly set out hereunder.
6.3 Subject to section 6.4, Commission payments shall be made to Customer on or around the Payment Dates, via the Payment Means.
6.4 Payments will only be made once Customer’s account balance has reached the Payment Threshold Level. Linkfire reserves the right to vary the Payment Threshold Level at any time by giving 3 months’ written notice to Customer.
6.5 In the event that Customer’s account balance has not reached the Payment Threshold Level, Customer’s account balance shall accrue until such time that it reaches the Payment Threshold Level, when it shall be paid out on the next Payment Date.
6.6 Linkfire agrees to pay VAT due where applicable upon receipt of a valid written request, copy of VAT registration form, and VAT invoice where appropriate.
6.7 Linkfire reserves the right to withhold any payments of Commission it reasonably suspects was accrued as a result of Customer’s non-compliance with the Affiliate Agreement.
7. DATA PROTECTION
7.1 Both parties shall comply with all applicable laws, including applicable data protection laws, in relation to the Services, including the Data Protection Act 2018, the General Data Protection Regulation (2016/679), the EU Privacy and Electronic Communications Directive (Directive 2002/58/EC) as amended by Directive 2009/136/EC, and any national data protection laws implementing or supplementing the foregoing as amended or replaced from time to time.
8. PROPRIETARY RIGHTS AND CONFIDENTIALITY
8.1 Linkfire and or its licensors retain all right, title and interest to the Services and all related Intellectual Property Rights. The Services are protected by applicable copyright, trade secret, industrial and other intellectual property laws. Customer shall acquire no rights of any kind in any Intellectual Property Rights belonging to Linkfire or Partner by way of the Affiliate Agreement or Linkfire’s affiliate program.
8.2 Recipient may not disclose Confidential Information of Discloser to any third party or use the Confidential Information in violation of this Agreement. The Recipient: (i) will exercise the same degree of care and protection with respect to the Confidential Information of the Discloser that it exercises with respect to its own Confidential Information; and (ii) will not, either directly or indirectly, disclose, copy, distribute, republish, or allow any third party to have access to any Confidential Information of the Discloser. Notwithstanding the foregoing, Recipient may disclose Discloser’s Confidential Information to Recipient’s employees and agents who have a need to know provided that such employees and agents have legal obligations of confidentiality substantially the same (and in no case less protective) as the provisions of this Agreement.
8.3 If the Recipient becomes aware of any unauthorised use or disclosure of Discloser’s Confidential Information, then Recipient will promptly and fully notify the Discloser of all facts known to it concerning such unauthorized use or disclosure. In addition, if the Recipient or any of its employees or agents are required to disclose any of Discloser’s Confidential Information, the Recipient will not disclose the Discloser’s Confidential Information without providing the Discloser with commercially reasonable advance prior written notice to allow Discloser to seek a protective order or other appropriate remedy or to waive compliance with this provision. In any event, the Recipient will exercise its commercially reasonable efforts to preserve the confidentiality of the Discloser’s Confidential Information, including, without limitation, cooperating with Discloser to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to the Confidential Information. Notwithstanding the foregoing, Customer agrees that Linkfire may refer to Customer as a customer of Linkfire, both internally and in externally published media.
9.1 If a third party asserts a claim against Customer asserting that Customer’s authorised use of the Services in accordance with the Affiliate Agreement directly and identifiably violates that third party’s Intellectual Property Rights (“Infringement Claim”), then Linkfire will, at its own expense: (a) defend or settle the Infringement Claim; and (b) indemnify Customer for any damages finally awarded against Customer based on infringement by the Services. If Linkfire believes the Services may violate a right, then Linkfire will, at its expense: (i) modify the Services; or (ii) procure the right to continue using the Services, and if (i) or (ii) are not commercially reasonable, terminate Customer’s right to use the Services and pay to Customer any Commission accrued as of the termination date.
9.2 Subject to the terms of the Affiliate Agreement, if a third party asserts a claim against Linkfire asserting that Customer’s use of the Services in violation of the Affiliate Agreement violates that third party’s Intellectual Property Rights, or otherwise harms the third party (“Claim”), Customer will, at its own expense: (a) defend or settle the Claim; and (b) indemnify Linkfire for any damages, losses, liabilities, costs and expenses suffered or incurred by Linkfire arising from the Claim.
9.3 Neither party’s obligations under this section will apply if: (a) the indemnifying party’s legal department does not receive prompt, detailed written notice of the Infringement Claim/Claim from the party being indemnified; (b) the indemnifying party is not able to retain sole control of the defence of the Infringement Claim/Claim and all negotiations for its settlement or compromise; or (c) the indemnifying party does not receive all reasonable assistance from the party being indemnified. Neither party will bind the indemnified party to a monetary obligation in a settlement or compromise, or make an admission on behalf of the indemnified party, without obtaining that party’s prior consent.
9.4 THIS SECTION CONTAINS EACH PARTY’S EXCLUSIVE REMEDIES AND THE INDEMNIFYING PARTY’S SOLE LIABILITY FOR INFRINGEMENT CLAIMS/CLAIMS, RESPECTIVELY.
10. LIMITATION OF LIABILITY
10.1 LINKFIRE MAKES NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED) WITH RESPECT TO ITS AFFILIATE PROGRAM OR CUSTOMER’S POTENTIAL TO EARN COMMISSION AS A CUSTOMER.
10.2 CUSTOMER ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, LINKFIRE, ITS CUSTOMERS AND LICENSORS MAKE NO WARRANTY, EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES. LINKFIRE AND ITS LICENSORS HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR WITHOUT DELAY, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, NON-INFRINGEMENT AND INFORMATION CONTENT.
10.3 EXCEPT FOR A BREACH OF SECTION 4.2(k) AND EACH PARTY’S RESPONSIBILITIES IN SECTION 8, NEITHER PARTY OR ITS CUSTOMERS ARE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES RELATING TO OR ARISING OUT OF THE AFFILIATE AGREEMENT OR THE SERVICES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE TIME, AND DAMAGE TO, OR LOSS OF USE OF, DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IRRESPECTIVE OF ANY NEGLIGENCE OF A PARTY OR WHETHER SUCH DAMAGES RESULT FROM A CLAIM ARISING UNDER TORT OR CONTRACT LAW.
10.4 NOTHING IN THE AFFILIATE AGREEMENT EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION OR FOR ANYTHING ELSE IT WOULD BE UNLAWFUL TO EXCLUDE OR LIMIT UNDER APPLICABLE LAW.
10.5 EXCEPT FOR A BREACH OF SECTION 8, LINKFIRE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AFFILIATE AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE GREATER OF: (I) ONE HUNDRED US DOLLARS ($100 USD); AND (II) THE AMOUNTS ACTUALLY PAID AND PAYABLE TO CUSTOMER UNDER THE AFFILIATE AGREEMENT.
11.1 Any notice given to a party under or in connection with the Affiliate Agreement shall be in writing and shall be: (i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company); or (ii) sent by email to the address specified in the Order Form.
11.2 Any notice shall be deemed to have been received: (i) if delivered by hand, at the time the notice is left at the proper address; (ii) if sent by pre-paid first-class post or other next working day delivery service, two business days after posting; or (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this section, business hours means 0900 and 1700, Monday to Friday, on a day that is not an official public holiday in the place of receipt.
12.1 Customer agrees that Linkfire or its agent may monitor the Services to ensure Customer’s compliance with the terms of the Affiliate Agreement.
12.2 If any provision of the Affiliate Agreement is determined to be illegal or unenforceable by any court of competent jurisdiction it shall be deemed to have been deleted without affecting the remaining provisions.
12.3 The Affiliate Agreement sets out the entire agreement and understanding between the parties and supersedes any previous agreement between the parties relating to its subject matter.
12.4 Nothing in the Affiliate Agreement shall constitute or be deemed to constitute a partnership, joint venture or agency between the parties and neither party shall have any authority or power to bind, contract in the name of or create a liability for or against the other.
12.5 No variation of the Affiliate Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
12.6 The Affiliate Agreement is non-exclusive and does not prevent or restrict Linkfire from entering into similar or different agreements with third parties. Linkfire makes no representation that the terms of the Affiliate Agreement are similar to or the same as the terms of any other agreement it has entered or may enter into with any third party.
12.7 No failure or delay by a party to exercise any right or remedy provided under the Affiliate Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.8 The rights and remedies provided under the Affiliate Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
12.9 Neither party shall be in breach of the Affiliate Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Affiliate Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for six months, the party not affected may terminate the Affiliate Agreement by giving 30 days’ written notice to the affected party.
12.10 A person who is not a party to the Affiliate Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Affiliate Agreement, but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.
12.11 A party will provide written notice to the other party of any controversy, dispute or claim arising out of or relating to the Affiliate Agreement, or to the formation, interpretation, breach, termination, or validity thereof (“Controversy”). The parties shall engage in good faith negotiations to resolve the Controversy. Only if the Controversy is not resolved through good faith negotiations within 15 days of the sending of the written notice of Controversy, the Controversy may be submitted to litigation. Any dispute arising out of or in connection with our relationship, including any disputes regarding the existence, validity or termination of the Affiliate Agreement, shall be governed by Danish law. The dispute shall be subject to simplified arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of the simplified arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
12.12 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Affiliate Agreement. Nothing in the Affiliate Agreement shall be deemed as preventing either party from seeking immediate injunctive relief from any court having jurisdiction over the parties and the subject matter of the dispute.