This is a contract between you (the “Affiliate”) and us (“RATstands”). It describes how we will work together and other aspects of our business relationship.

The Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”).  In order to participate in our Affiliate Program you will need to agree to these terms.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes or ends. If we update or replace the terms we will let you know via email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

Definitions

“We”, “us”, “our”, and “RATstands” means RATstands Ltd.

“You” and “Affiliate” means the party, other than RATstands, entering into this Agreement and participating in the Affiliate Program.

“Affiliate Program” means our affiliate program as described in this Agreement.

“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.

“Affiliate Guidelines” means the guidelines applicable to affiliates which we may make available to you from time to time.

“Affiliate Dashboard” means the dashboard that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.

“Agreement” means this Affiliate Program Agreement and all materials referred or linked to in here.

“Commission” means an amount described in the Affiliate Dashboard (or if applicable, in the Program Guidelines) for each Order Transaction.

“Customer” means the individual who has purchased the RATstands products after clicking the Affiliate Link.

“Affiliate Order” means those transactions that are eligible for Commission pursuant to the ‘Order Transactions’ section of this Agreement.

“Customer Data” means all information that the Customer submits.

“RATstands Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

“RATstands Products” means all products provided by RATstands.

Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us.

Affiliate Acceptance

Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not.  Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. The review process can take up to 30 business days and you will be notified via email with our decision.

If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. 

Your acceptance and participation in the Affiliate Program does not mean that you will be accepted into any of our RATstands Artist Programs. You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Guidelines.

Customer Transactions 

Affiliate Program Limits. We will pay you Commission as described in the Affiliate Dashboard (or if applicable, in the Program Guidelines) for each Affiliate Order after clicking on an Affiliate Link made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The Affiliate will not be entitled to receive Commission on any additional purchases of RATstands Products by that same Customer unless the Customer uses the Affiliate Link.

Eligibility. To be eligible for Commission (i) a new Affiliate Order must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred. You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in England or the laws or regulations of your jurisdiction; (ii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iii) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Guidelines that we make available to you, misuse of the Affiliate Dashboard or by any other means that we deem to breach the spirit of the Affiliate Program. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time. 

Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from orders generated by the Affiliate Link that we make available to you and are accepted by RATstands. An Affiliate Order will be considered valid and accepted if, in our reasonable determination that it is a new order placed on our website and payment has been completed and the Affiliate Order has not been refunded within our 30 day return policy. Notwithstanding the foregoing, we may choose not to accept an Affiliate Order in our reasonable discretion. If an Affiliate Customer does not place an Order within the time period described on the Affiliate Dashboard (or if applicable, in the Program Guidelines) of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Customer decides to purchase after the time period has expired.  An Affiliate Order is not considered valid if it’s first click on the Affiliate Link is after this Agreement has expired or terminated.

Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (ii) completed all steps necessary to create your account in accordance with our directions, (iii) have valid and up-to-date payment information in the  Affiliate Dashboard (iv) completed any and all required tax documentation in order for the Affiliate Dashboard to process any payments that may be owed to you.

Commission Payment. We will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment on any given Customer Transaction (unless we choose to in our discretion).

Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission.

Commission Amounts. We reserve the right to alter or change the Commission amount.

Trademarks

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your name, website and social media accounts (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, in the event that we make our trademark available to you, you may use our trademark as long as you follow the usage requirements in this section.  You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) comply with our Trademark Usage Guidelines; and (iv) immediately comply if we request that you discontinue use.  You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

Proprietary Rights 

The RATstands Products are protected by intellectual property laws. The RATstands Products belong to and are the property of us. We retain all ownership rights to the RATstands Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the RATstands Content, or the RATstands Products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use RATstands Content, you must comply with our Content Usage Guidelines. RATstands, the RATstands logos, RATstands characters and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.

Confidentiality  

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.  The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

Term and Termination

Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.

Termination Without Cause.  Both you and we may terminate this Agreement on fourteen (14) days written notice to the other party.

Termination for Cause.  We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (ii) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

Effects of Expiration/Termination.  Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognised by us within thirty (30) days after the date of such termination or expiration. We will not pay you fees on Customer Transactions recognised by us after thirty (30) days after the date of such termination or expiration set out above.  Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, an Affiliate Order is not considered valid. Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your social media and/or website(s) and other collateral.

Affiliate Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a RATstands Affiliate on any social media sites and/or website(s) you own where you make an Affiliate Link available); (ii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with RATstands’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase RATstands products for yourself.

Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program,  (b) your noncompliance with or breach of this Agreement, (c) your use of the Affiliate Dashboard, or (d) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defence or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defence or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers; Limitations of Liability

Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE RATSTANDS PRODUCTS, RATSTANDS CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE DASHBOARD FOR ANY PURPOSE. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE RATSTANDS PRODUCTS AND THE AFFILIATE DASHBOARD INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE DASHBOARD HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, RATSTANDS SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

General

Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via email. The updated Agreement will become effective and binding on the next business day after we have notified you. When we change this Agreement, the date will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.  If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Applicable 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 laws of England. Each Party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

Compliance with Applicable Laws.  You shall comply with all applicable foreign and domestic laws, governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.

Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

Notices. Notices will be sent to the addresses set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
To RATstands Ltd, 5 Waterside Business Park, Witham, Essex, CM8 3YQ, UK
To you: your address as provided in our affiliate account information for you.
We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you.

Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English.

Assignment. You will not assign or transfer this Agreement without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

No Third Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Program Guidelines. We may change the Program Guidelines from time to time. Your participation in the Affiliate Program is subject to the Program Guidelines, which are incorporated herein by reference

No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, RATstands Products, our trademarks, or any other property or right of ours.