River Management Affiliate Agreement

BETWEEN
(1) River Management LLP (Company No.OC319689) with its registered office at 69-71 East Street, Epsom, Surrey KT17 1BP. United Kingdom (“RM”); and

(2) the Affiliate

BACKGROUND:
a. RM is a personal and business consultancy focused on improving performance, It also produces software, articles and books.

b. The parties wish to recommend clients to RM and/or set up a link between the Affiliate’s website and that of RM, by means of which Internet users will have the opportunity of visiting RM website, on the terms of this Agreement.

TERMS:

1.Definitions and Interpretation

In this Agreement, unless the context requires otherwise:

1.1 The following terms shall have the following meanings:

1.2 The clause headings are included for convenience only, have no legal effect and shall be ignored when construing this Agreement.

1.3 Unless otherwise stated, references to clauses or schedules are references to the clauses or schedules of this Agreement, references to this Agreement include its schedules and references within a schedule to paragraphs are references to the paragraphs of that schedule.

2. Licence

RM grants the Affiliate a non-exclusive licence (limited to the purposes of this Agreement) to:

2.1 promote and recommend the products and services of RM

2.2 place the Link on the Affiliate’s Website; and

2.3 establish a link to the RM’ Website.

3. Website Content

3.1 RM seeks to maintain the highest standards of professionalism and service to its customers and affiliates. Because of this, it fully reserves the right to deregister affiliates whose sites are offensive or pornographic in nature or that could reasonably be considered to degrade the RM brand.

3.2 In particular, RM will not tolerate referrals originating from unsolicited bulk email or other approaches or activities that a reasonable person would consider to be 'spam' - referral commissions arising from this will not be paid.

4. Revenue

4.1 RM agrees to pay the Affiliate 10% of Revenue received by RM, subject to the terms of this clause.

4.1.1. RM agrees to pay the Affiliate 5% of Revenue received by RM for sales made by the Affiliate's Sub-Affiliates, subject to the terms of this clause.

4.2 This clause shall apply to all Revenue received from the relevant Affiliate’s Purchaser during the period of 365 days following that Affiliate’s Purchaser’s first purchase of RM product(s) and services.

4.3 RM will make payments to the Affiliate under this clause normally monthly and at least once every quarter, subject to a minimum payment of UK£10.00. For the avoidance of doubt, RM shall have no obligation to make any payment to the Affiliate under this Agreement unless and until the relevant Revenue has been received by RM from the relevant Affiliate’s Purchaser.

4.4 RM shall have no obligation to make payment to the Affiliate under this Agreement in respect of Revenue received from an Affiliate’s Purchaser if:

4.4.1 that Revenue is returned to an Affiliate’s Purchaser who has returned the relevant product under RM money back guarantee; or

4.4.2 the relevant Revenue is later reclaimed (at any time) by the provider of any payment facility used to make payment for any RM product(s) who asserts that the relevant Affiliate’s Purchaser was not entitled to make use of that payment facility.

4.5 In the event that RM makes any payment to the Affiliate to which clause 5.4 applies, the Affiliate agrees that RM may at its option deduct such payment from any later payment to be made to the Affiliate under this Agreement or recover such payment from the Affiliate on demand and without set-off or counterclaim.

4.6 RM recognizes the trust implicit in this relationship, and understands that the Affiliate may wish to satisfy him- or her-self of the ethical management of his or her affiliate account. Providing that this is not done unreasonably frequently, the Affiliate may appoint mutually agreed auditors to review the management of his or her account. The costs of any such audit will be born by the Affiliate, including any professional fees or other expenses that RM may incur as part of the audit.

4.7 The Affiliate agrees that once they have been started to be remunerated for the introduction of a client the client becomes a client of RM and the affiliate will not at any stage within 1 year after any termination of the affiliate agreement look or work to entice a client away from RM

5. Recording

RM will use tracking software to monitor referrals from the Affiliate's website. The Affiliate agrees not to inflate the number of uses artificially through its own visits to the Affiliate’s Website or other surreptitious means and not to interfere with the tracking software.

6. User Information
6.1 The parties agree that this Agreement does not restrict the gathering, use, dissemination of any data concerning users of the Link to access the RM Website (“User Data”) that may be collected by either party during the term of this Agreement.

6.2 Each party agrees that it is responsible for using any User Data that it collects in a manner that is consistent with all applicable laws and regulations.

7. Representations and Warranties

7.1 The Affiliate warrants to RM that the materials and content of the Affiliate’s Website do not and will not infringe any copyright, patent, trademark or other proprietary right of a third party, or any applicable law or regulation.

7.2 RM warrants to the Affiliate that the graphical representation of the Link does not infringe any copyright, patent, trademark or other proprietary right of any third party, or any applicable law or regulation.

7.3 Each party agrees that the express terms of this Agreement are in place of all implied conditions, warranties or other terms regarding the subject matter of this Agreement, including (without limitation) as to quality, fitness for a particular purpose, non-infringement and implied warranties arising from course of dealing or course of performance.

8. Term and Termination

This Agreement shall start on the date of the Affiliate's application registration with the RM affiliate program and continue (subject to earlier termination in accordance with its terms) until cancelled by either party. Either party may terminate this Agreement immediately on notice to the other if the other party materially fails to perform any of its obligations and (in the case of a breach that is capable of remedy) such failure continues for a period of 30 days after receipt by the defaulting party of a written notice specifying the default.

9. Limitation on Liability

9.1 Nothing in this Agreement shall be construed as restricting or excluding the liability of either party for death or personal injury resulting from its negligence or for fraud or fraudulent misrepresentation.

9.2 Subject to the immediately preceding sub-clause, neither party shall have any liability to the other for any accidental, indirect or incidental loss or any special loss (whether or not the possibility of such loss arising on a particular breach of contract or duty has been brought to the attention of the first party at the time of making this Agreement) or any consequential loss.

10. Confidentiality

Each party shall keep secret and treat as confidential all information obtained from the other which is either stated to be confidential or could reasonably be regarded as confidential and shall not disclose such information to any person other than its employees, agents or sub-contractors where such disclosure is required for the performance of the party's obligations under this Agreement. This clause shall not extend to information which was already in the lawful possession of a party prior to this Agreement or which is already public knowledge or becomes so subsequently (other than as a result of a breach of this clause) or which is trivial or obvious. The obligations of confidentiality under this clause shall survive any termination of this Agreement.

11. Miscellaneous

11.1 Any notice given under this Agreement shall be in writing and shall be delivered personally or by first class post (if posted in the country of the addressee) or by airmail (if posted outside the country of the addressee). In the case of first class post delivery shall be deemed to take place three working days after the date of posting. In the case of airmail delivery shall be deemed to take place seven working days after posting. Notices shall be delivered or posted to the addresses of the parties given above or to any other address notified in substitution and in accordance with this clause on or after the date of this Agreement.

11.2 This Agreement constitutes the entire agreement between the parties concerning its subject matter, and supersedes any previous accord, understanding or agreement, express or implied. Each party confirms that it has not relied upon any representation not recorded in this Agreement inducing it to enter into this Agreement. No variation of this Agreement shall be valid unless it is in writing, refers specifically to this Agreement and is duly executed by the authorised representatives of both parties on or after the date of this Agreement.

11.3 The parties to this Agreement contract as independent contractors and nothing in this Agreement shall be construed as a relationship of agency, partnership or joint venture.

11.4 A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

11.5 This Agreement shall be governed by English law and the parties irrevocably submit to the non-exclusive jurisdiction of the English Courts.

If you have any queries over the terms of this agreement, please contact River Management at support@rivermanagement.co.uk