Affiliate Terms of use

Updated 1st November 2015

By using, sharing or otherwise distributing a TakenPlace referral code you are signing up to be an affiliate in the TakenPlace Affiliate Program (the “Program”) you agree to be bound by the following terms and conditions (the “Terms”). Please ensure that you read them carefully before using your link.

We reserve the right to update and change the Terms from time to time without notice. Any amendments, modifications, enhancements or changes to the Program including the release of new features and resources made available by us from time to time shall be subject to these Terms. Continued use of the Program after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms at any time at: https://takenplace.com/affiliate/terms/

Any violation of these Terms may result in, among other things, termination or suspension of your rights to be an Affiliate and forfeiture of any outstanding affiliate referral fee payments earned during the violation.

Account Registration & Terms

To receive your unique affiliate code you must hold a TakenPlace account. All account are subject to our persistent terms of use (https://www.takenplace.com/about/terms.php).

During this process you must provide your legal full name, a valid email address, and any other information requested in order to complete the sign up process. You must be 18 years of age or older to join this Program.

Each account is for use by either a single legal entity (e.g. a company or a partnership) or an individual user. Responsibility for the security of any user names and passwords issued (including those of any Invitees) rests with the account holder.

If you provide or otherwise make available access to your account in whole or in part in any form to any person including your employees, (“Invitees”) you undertake to ensure that all Invitees comply with these Terms and acknowledge that you shall remain responsible and liable for the acts or omissions of all Invitees to the same extent as if you had carried out such acts or omissions yourself.

Referral Links & Promotion

Within your account you will be provided with a unique URL link that must be used to identify you when placing a link from your site, email or other communications to the TakenPlace website. It is your responsibility to ensure each such link is correctly formatted.

At times we may also provide graphical images that can be used within the links to promote TakenPlace. You may not modify these images in any way. We reserve the right to change the images at any time without notice.

Affiliate links must point to the home page of the TakenPlace website. Links to other pages inside the website will not earn credit.

You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site

You may not use our name or graphics in any bulk email whatsoever unless we have given our advanced written consent. We may terminate the Agreement if any meaningful spam complaints naming us or our services result from your marketing activities.

You may not issue any press release with respect to this Agreement or your participation in the Program; such action may result in your termination from the Program. In addition, you may not in any manner misrepresent or embellish the relationship between us and you, say you develop our Services, say you are part of TakenPlace or express or imply any relationship between us and you or any other person or entity, except as expressly permitted by this Agreement.

Referral Fees

For the sale of a photograph to be eligible to earn a referral fee, the customer must have registered their original account via click-through a link from your site, email, or other communications to the TakenPlace website and sign up within 30 days of the initial click-through. If they fail to sign up within those 30 days and later return without following your link, you will not earn a referral fee on any photographs sold.

We will only pay referral fees on links that are automatically tracked and reported by our systems. For our systems to track the referral, the visitor must have cookies enabled. We will not pay referral fees if someone says they signed up through you but it was not tracked by our system.

The referral fee will represent a % of our total profit from any sales of photographs uploaded within that account. This percentage is subject to change without prior notice and will be subject to promotional periods.

Our standard referral fee is 25% of all sales made (correct as at 1st November 2015) Referral fees are only confirmed upon completion of a sale and subject to additional verification.

Payment

Accrued referral fees are paid via PayPal roughly once per month and only when your accrued referral fees totalling £10 or more. You must have a valid PayPal account to receive referral fees, as we don’t offer payment via cheque/check, credit card, cash or other method.

All referral fees will be preceded by a self-billed invoice for all referral fees during the payment period. The invoice will show your name, email address and payment information. You undertake to update your account promptly for any changes to such details. You will accept invoices raised by us during the term of this Agreement. You agree you will not raise invoices for payments covered by this agreement. TakenPlace may require additional proof of identification prior to payment being made. In such cases you will be notified via email at the earliest opportunity.

Where a sale has been made in a currency other than GPB (£), we will convert and credit the associated referral fees in Pounds Sterling using the published European Central Bank rate at the time of payment.

Customer payments refunded or payments charged-back due to credit card fraud do not qualify for referral fees. We may delay crediting of referral fees subject to risk analysis considerations and Anti-Money Laundering procedures.

A summary of sign ups through your unique referral code will be made available within your account.

The referral fee structure is subject to change at our discretion.

We reserve the right to disqualify referral fees earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.

All fees are exclusive of all taxes, charges, levies, assessments and other fees of any kind imposed on your involvement in this Agreement and shall be the responsibility of, and payable by you. If your place of business is the UK and you provide a valid VAT registration number, VAT will be added to your referral fees.

Sale Definition

Every photograph within account registered through your referral link will be eligible to earn you a referral fee.

A sale is defined as the purchase of an eligible photograph via our sales process and will not be finalised until payment has been received by TakenPlace and commission has been passed to the account holder.

Secondary referral accounts (referred by users whom you referred) are not eligible to earn you a fee.

We may change our policies and operating procedures at any time. TakenPlace is not responsible for any representations made by the Affiliate that contradict our rules, policies or operating procedures.

Pricing & Availability

We will determine the prices to be charged for services sold under this Program in accordance with our own pricing policies. Services prices and availability may vary from time to time. Because price changes may affect services that you have listed on your site, you should not display services prices on your site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular service.

Copyrighted and Trademarked material

You are solely responsible for ensuring that your reviews, product descriptions and articles (if applicable at your site) obey all applicable copyright, trademark, and other laws. TakenPlace will not be responsible if you use another party's copyrighted or trademarked material in violation of the law.

Term of the Agreement and Program

The term of this Agreement will begin upon your use of an associated referral code and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice to terminate this Agreement. TakenPlace reserves the right to end the Program at any time. Upon Program termination, TakenPlace will pay any legitimate outstanding earnings.

Termination

TakenPlace, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Program, for any reason at any time. Such termination will result in the deactivation or deletion of your Account, and the forfeiture and relinquishment of all potential or accrued referral fees in your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods. TakenPlace reserves the right to refuse service to anyone for any reason at any time. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the TakenPlace website and all our images and other materials provided under the Program

Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Agreement.

Limitations of Liability

The Company and any of the Company's officers, directors, employees, shareholders or agents of any of them, exclude all liability and responsibility for any amount or kind of loss or damage that may result to you or a third party (including without limitation, any direct, indirect, punitive or consequential loss or damages, or any loss of income, profits, goodwill, data, contracts, use of money, or loss or damages arising from or connected in any way to business interruption, and whether in tort (including without limitation negligence), contract or otherwise) in connection with this Program.

Nothing in this legal notice shall exclude or limit the Company's liability for:

(a) death or personal injury caused by negligence (as such term is defined by the Unfair Contract Terms Act 1977; or

(b) fraud; or

(c) misrepresentation as to a fundamental matter; or

(d) any liability which cannot be excluded or limited under applicable law.

If your use of material provided under this Program results in the need for servicing, repair or correction of equipment, software or data, you assume all costs thereof. The Company’s maximum aggregate liability under or in connection with these Terms, or any collateral contract, whether in contract, tort (including negligence) or otherwise (a “Claim”), shall be limited to a sum equal to the aggregate amount which we are obliged to pay you in the twelve (12) month period immediately prior to the period giving rise to such Claim.

Arbitration

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in England and Wales. Arbitration under this agreement shall be conducted under the rules then prevailing of the England and Wales Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Notice

All notices given by you to us must be given to TakenPlace at info@takenplace.com . We may give notice to you at the e-mail address you provided to us when registering. Notice will be deemed received and properly served 24 hours after an e-mail is sent. In proving the service of any notice, it will be sufficient to prove in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

Events outside our control

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations hereunder that is caused by events outside our reasonable control (a “Force Majeure Event”).

A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

(a) strikes, lock-outs or other industrial action;

(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;

(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;

(d) impossibility of the use of public or private telecommunications networks;

(e) the acts, decrees, legislation, regulations or restrictions of any government.

Our performance is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under these Terms may be performed despite the Force Majeure Event.

Waiver

If we fail, at any time to insist upon strict performance of any of your obligations under these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled hereunder, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

A waiver by us of any default shall not constitute a waiver of any subsequent default.

No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.

Severability

If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

Entire agreement

These Terms and any document expressly referred to in it represents the entire agreement between us in relation to the use of the Program and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.

We each acknowledge that, in entering into these Terms, neither of us has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to entering into these Terms except as expressly stated herein.

Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date we entered into these Terms (unless such untrue statement was made fraudulently) and the other party's only remedy shall be for breach of contract as provided in these Terms.

Governing law and jurisdiction

This legal notice shall be governed by and construed in accordance with English law. Disputes arising in connection with this legal notice shall be subject to the exclusive jurisdiction of the English Courts.

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