This PARTNERSHIP AGREEMENT (“Agreement”) is between ScoreApp (service) provided by Hyper Targeted Marketing Limited (us, we), with an address of C/O Hillier Hopkins Llp First Floor, Radius House, 51 Clarendon Road, Watford, United Kingdom, WD17 1HP, and you or your company, organisation, or entity (“Partner”), (collectively, the “Parties”).
RECITALS
ScoreApp offers a Scorecard marketing technology platform for lead generation and provides powerful data driven insights for personalised messaging and marketing. Partner and ScoreApp each desire that Partner promote the Services (as defined below) to potential Customers (as defined below) and refer such Customers to ScoreApp for a referral commission, in accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby expressly acknowledged, the Parties, intending to be legally bound, agree as follows:
1. DEFINITIONS.
As used in this Partnership and any amendments or exhibits therein, each term will have the meaning and definition specified below:
1.1 “ScoreApp Marketing Materials” means marketing materials developed by or for the benefit of ScoreApp and used to market and promote the Services. ScoreApp may modify or alter ScoreApp Marketing Materials at any time in its sole discretion, without notice or notification.
1.2 “ScoreApp Marks” means trademarks, service marks, logos, insignias, trade dress, brand assets and branded terms, and other designations proprietary to ScoreApp. ScoreApp may modify or alter ScoreApp Marks at any time in its sole discretion, without notice or notification.
1.3 “Confidential Information” has the meaning as defined in Section 6.1.
1.4 “Customer” means an end-user who acquires the Services for use (and not for resale) and agrees to a Subscription (as defined in ScoreApp’s Terms of Service, which definition is hereby incorporated by reference into this Agreement) for the Services.
1.5 “Derivative Work” means any work which uses, is based on, or incorporates the Services or any part thereof, including, without limitation, translations, adaptations, condensations, improvements, updates, enhancements, or any other form in which the Services or any part thereof may be recast, transformed, adapted, or revised.
1.6 “Intellectual Property Rights” means trade secrets, trade names, trademarks, logos, trade dress, copyrights, patents, proprietary information, know-how, processes, methodologies, designs, formulas, procedures, programs, methods, apparatuses, ideas, inventions, creations, improvements, works of authorship or other similar material, moral rights, publicity rights, privacy rights, and any and all other proprietary rights and any and all applications, registrations, renewals, extensions, and restorations thereof, now or hereafter in force and effect anywhere in the world.
1.7 “Person” means an individual, corporation, partnership, limited liability company, or other entity.
1.8 “Services” means ScoreApp’s offerings as defined in ScoreApp’s Terms of Service. ScoreApp may modify or alter the Services at any time in its sole discretion, without notice or notification.
1.9 “Term” means the period of time described in Section 5.1.
1.10 Affiliate refers to an individual or entity that promotes ScoreApp through the use of designated referral links, in exchange for commissions based on sign-ups as defined in Section 12.1.
1.11 Agency Partner refers to a legal business entity that engages in a collaborative relationship with ScoreApp. An Agency Partner is authorised to promote and offer the ScoreApp affiliate program to its clientele and may additionally provide ancillary services including, but not limited to, the setup, management, and support of ScoreApp’s products and services as defined in Section 12.3.
2. LICENCE GRANTS; OWNERSHIP.
2.1 License Grants.
2.1.1 Licence. Subject to Partners compliance with all terms of this Agreement, ScoreApp hereby grants to Partner a revocable, non-transferable, worldwide, non-exclusive licence during the Term to market, promote, display, and demonstrate the Services solely for the purpose of promoting the Services to Customers and potential Customers. ScoreApp grants no rights under this Agreement to Partners to sublicense, resell, or otherwise distribute or provide the Services to Customers or third parties or for subsequent sublicensing, resale, or other distribution to end users or other distributors.
2.1.2 ScoreApp’s Trademark License. Subject to such written guidelines as may be periodically provided by ScoreApp to Partners, ScoreApp hereby grants to Partners a revocable, non-transferable, worldwide, non-exclusive licence during the Term to use ScoreApp’s Marks solely for the purpose of promoting the Services to Customers or potential Customers.
2.1.3 Quality Control. Any uses by Partners of the Services, ScoreApp Marks, or ScoreApp Marketing Materials shall conform to all standards set by ScoreApp from time to time, and not be sold, used, distributed, or disclosed by Partners unless approved by ScoreApp. Partner acknowledges and agrees that this Section constitutes a material term of this Agreement.
2.1.4 Misuse or Infringement. Partner will use its best efforts to notify ScoreApp promptly of any misuse or infringement of ScoreApp’s Intellectual Property Rights of which it becomes aware, and will cooperate with ScoreApp, where reasonably necessary, to protect ScoreApp’s Intellectual Property Rights against infringement. Any decision to take action against misuse or infringement will be entirely at ScoreApp’s discretion, and any damages recovered will be solely for ScoreApp.
2.1.5 Reservation of Rights. ScoreApp reserves all rights not expressly granted in this Partnership, and does not transfer any right, title, or interest to any Intellectual Property Rights contained in the Services.
2.1.6 No Modifications. Partners shall not (i) alter, modify, adapt, translate, or create Derivative Works from the whole or any part of the Services, Scoreapp Marks, or ScoreApp Marketing Materials; (ii) permit the whole or any part of the Services to be merged, combined with, or otherwise incorporated into any other product; or (iii) copy, reverse engineer, disassemble, or otherwise attempt to derive the source code for the Services or any part thereof, unless expressly permitted to do so herein.
2.2 Ownership. Partnership acknowledges and agrees that ScoreApp maintains exclusive ownership of the Services, ScoreApp Marks, and ScoreApp Marketing Materials, including all Derivative Works, updates, or modifications thereto, and all copies and all portions thereof. All goodwill arising with respect to the use of the Services, ScoreApp Marks, and ScoreApp Marketing Materials shall insure to ScoreApp’s exclusive benefit. Partners will not attack, question, or contest the validity of ScoreApp’s ownership of ScoreApp Intellectual Property Rights, both during the Term and thereafter. Partners will not remove, alter, or conceal any ScoreApp copyright or other proprietary notice displayed on the Services, ScoreApp Marks, or ScoreApp Marketing Materials. Partners shall not use any language or display ScoreApp Intellectual Property Rights in such a way as to create the impression that ScoreApp Intellectual Property Rights belong to Partners.
2.3 Feedback. Partner acknowledges and agrees that any suggestions, questions, comments, ideas, enhancement requests, recommendations, or other feedback provided by Partner relating to any aspect of the Services, any of ScoreApp’s products or services, any aspect of ScoreApp’s business, or in association with any of ScoreApp’s related products, services, or business (“Feedback”) is the exclusive property of ScoreApp, and may be used or exploited by ScoreApp without restriction, condition, or compensation of any kind to Partner. Partner hereby assigns and waives its rights in any Feedback.
3. OBLIGATIONS OF PARTNER.
3.1 Obligations as a Partner. Partner hereby agrees: (i) to use its best efforts to (a) promote the Services to potential Customers; and (b) satisfy all reasonable criteria and policies given in writing to Partners by ScoreApp during the Term; (ii) to conduct business in a manner that reflects favorably at all times on the Services, goodwill, and reputation of ScoreApp; (iii) not to use ScoreApp Intellectual Property Rights, except as authorized in this Agreement; (iv) to make such filings and take such actions as may be required to remain qualified to do business and perform its obligations hereunder under all applicable laws; (v) to perform its obligations under this Partnership in accordance with all applicable laws and regulations, including without limitation, privacy and anti-spam laws; (vi) to avoid deceptive, misleading, or unethical representations or practices that are or might be detrimental to ScoreApp or the Services, including, but not limited to, distributing unsolicited marketing materials, or engaging in any activity that violates ScoreApp’s Acceptable Use Policy (which is hereby incorporated by reference into this Partnership Agreement); (vii) to avoid activities or courses of action that may diminish or tarnish the image or reputation of any ScoreApp Mark during the Term or after, as determined solely by ScoreApp; (viii) not to bid on any keywords or phrases that include any ScoreApp Marks either in pay-per-click (PPC) or cost-per-acquisition (CPA) campaigns; (ix) not to create any domains, subdomains, or URLs using ScoreApp Marks.
3.2 Specific Partnership Activities. Without limiting the generality of the obligations set out in Section 3.1, Partner will: (i) introduce potential Customers to ScoreApp, which may include sharing a referral link with such potential Customers; (ii) assist ScoreApp in following up with Customers and potential Customers to answer questions after an initial sales meeting; and (iii) to the extent reasonably requested by ScoreApp, assist during the negotiation process with potential Customers entering into a Subscription agreement.
3.3 Referral Tracking. ScoreApp shall provide Partners with a URL generated by ScoreApp. ScoreApp will track subscriptions via cookies placed on Customer’s browser upon clicking the referral link. These cookies have a referral period of one hundred and eighty (180) days, or such other period as may be determined in the sole discretion of ScoreApp. Should a referral link be clicked more than once by a potential Customer, the Referral Period will reset with each click. Partners shall only receive payments, per Section 4, for referrals tracked via the referral link that result in a Subscription during the Referral Period. It is the Partners responsibility to ensure that cookie use relating to this Section or this Agreement complies with applicable laws.
4. COMMISSIONS AND FEES.
4.1 Fees to Customers. ScoreApp shall directly bill Customer for the Services (the “Subscription Fees”). ScoreApp shall be responsible for collecting Subscription Fees. During the Term, Subscription Fees may change, as determined by ScoreApp in its sole discretion.
4.2 Payment to Partner. ScoreApp shall pay partners a percentage (As defined in section 12. Affiliate Tiers) of the Net Subscription Fees actually received by ScoreApp from a new Customer for the Services referred by partner and tracked, per Section 3.3 (“Partnership Commission”). For the purposes of this Partnership Agreement, “Net” shall mean the aggregate amount of Subscription Fees actually received by ScoreApp from Customer, less any refunds to any such Customer for Subscription cancellation and any applicable taxes. Payments to Partner shall be calculated and made by ScoreApp sixty (60) days from the date on which the referred new Customer begins a paid Subscription to ScoreApp’s Services, with each payment to be made within 30 days of the end of the previous calendar period. ScoreApp reserves the right to change any aspect of Partners compensation, including but not limited to, commission rates, payment dates, and duration of payments, at any time for any reason. ScoreApp will use commercially reasonable efforts to notify Partners of planned compensation changes no sooner than sixty (60) days prior to their implementation date. Electing not to terminate this Agreement in accordance with Section 5.2.3 indicates Partners acceptance of any and all new, updated, or modified compensation provisions.
4.3 Partnership Commission Adjustments. If a Customer’s Subscription is terminated or the amount to be received by ScoreApp under the Subscription changes, the Partner Commission calculation in Section 4.2 shall be determined based on the final contract value actually received by ScoreApp. If the Partner Commission is paid before a Subscription downgrade or termination, ScoreApp reserves the right to claim any excess amount paid by ScoreApp to Partner or to deduct such excess amount from the next payment to Partner. Should a Customer referred by Partner cancel their Subscription to the Services, ScoreApp shall pay Partner Commission only through the final month of Customer’s active Subscription, in accordance with the applicable terms of section 4.2. To be eligible for a Partner Commission, Customer must have never previously entered into a Subscription agreement with ScoreApp.
4.4 No Expenses; Taxes. Except as expressly set forth herein, each party shall be responsible for any and all costs and expenses incurred by such party in connection with its performance hereunder. Partner will be responsible for any sales, use, or other taxes (other than taxes based on ScoreApp’s net income), and payment processing fees that may arise in connection with Partner’s performance under this Agreement.
4.5 Currency. Partners will be paid in Stirling (GBP). ScoreApp disclaims all liability in this area, including but not limited to, fluctuations in exchange from United States Dollars to any other currency.
4.6 No Guarantee. Partner acknowledges and agrees that ScoreApp makes no representation or guarantee of any kind regarding revenue, business, profit, or Customers under this Agreement.
4.7 Payment Method: Affiliates will be paid their commissions through PayPal. It is the affiliate’s responsibility to have an active PayPal account in good standing and to provide accurate PayPal account information to ScoreApp.
4.8 Payment Discrepancies: If an affiliate believes there is a discrepancy in their commission payment, they must notify ScoreApp within thirty (30) days of receiving the payment. ScoreApp will review the claim and resolve any confirmed discrepancies.
4.9 Chargebacks and Refunds: If a customer disputes a charge (chargeback) or is granted a refund, the commission associated with that transaction will be deducted from the affiliate’s account. In cases where a commission has already been paid, the amount will be deducted from future earnings.
5. TERM AND TERMINATION
5.1 Term. This Agreement shall commence on the date of its execution and continue in full force and effect until terminated in accordance with this Agreement.
5.2 Termination.
5.2.1 Breach. This Agreement may be terminated immediately by either party by written notice of termination if the other party breaches this Agreement and fails to remedy the breach within 30 days after receipt of written notice. Notwithstanding the foregoing: (i) either party may terminate this Agreement immediately upon written notice to the other party if the other party infringes the Intellectual Property Rights of the party electing to terminate this Agreement or breaches the confidentiality provisions of this Agreement, and (ii) ScoreApp may terminate this Agreement immediately upon written notice to Partner in the event Partner breaches Section 2. LICENCE GRANTS; OWNERSHIP.
5.2.2 Cessation of Business or Insolvency. Notwithstanding anything contained herein to the contrary, either party may terminate this Agreement immediately by providing written notice to the other if: (i) the other ceases to carry on its business, or otherwise terminates its business operations, except as a result of a permitted assignment of this Agreement; or (ii) the other becomes insolvent, admits in writing its inability to pay debts as they mature, or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against the other (and not dismissed within sixty (60) days).
5.2.3 Partner Cancellation. Partner may terminate this Partnership Agreement at any time and for any reason by providing ScoreApp with at least thirty (30) days written notice of Partner’s intention to terminate the Agreement. During the final thirty (30) days of the Agreement, Partner shall continue to receive any commissions or other benefits owed, and shall have the right to continue to refer Customers through the end of the thirty (30) day notice period. All benefits, including commissions, shall cease immediately upon termination. Notwithstanding, ScoreApp shall pay one commission for each qualifying Customer referred during Partner’s final thirty (30) days, within ninety (90) days of the Agreement’s termination date, per section 2. LICENCE GRANTS; OWNERSHIP.
5.2.4 ScoreApp Cancellation. ScoreApp may terminate this Partnership Agreement at any time and for any reason, including but not limited to, cancelling this Partnership program, by providing thirty (30) days written notice to Partner. Partner shall receive outstanding commissions that originate from Customer Subscriptions entered into prior to receiving the termination notice, and during the final thirty (30) days of the Agreement, but otherwise ScoreApp will have no liability related to such termination. Partner agrees to follow all instructions that may be provided in any termination notice. All benefits, including commissions, shall cease immediately upon termination. Notwithstanding, ScoreApp shall pay one commission for each qualifying Customer referred during Partner’s final thirty (30) days, within ninety (90) days of the Agreement’s termination date, per section 2. LICENCE GRANTS; OWNERSHIP.
5.3 Effect of Termination or Expiration.
5.3.1 Return of Materials. Upon termination or expiration of this Agreement, Partner will immediately return, or (at ScoreApp’s request) destroy, all Marketing Materials and Confidential Information in its possession or control, and, upon ScoreApp’s request, an officer of Partner will certify to ScoreApp in writing that Partner has done so. ScoreApp will pay all outstanding amounts owed to Partner within ninety (90) days of Agreement termination or expiration.
5.3.2 Survival. The terms and conditions of Sections 1 (Definitions), 2.1.5 (Reservation of Rights), 2.1.6 (No Modifications), 2.2 (Ownership), 4.4 (No Expenses; Taxes), 5 (Term and Termination), 6 (Confidentiality), 7 (Warranties), 8 (Indemnification), 9 (Limitation of Liability), and 10 (Miscellaneous), 11. (Advertising) and any right of action for breach of this Agreement that may have arisen prior to termination or expiration, shall survive any termination or expiration of this Agreement.
6. CONFIDENTIALITY.
6.1 Definition of Confidential Information. For this Partnership Agreement, “Confidential Information” means all data and information whether in written, machine readable, or other tangible form, or disclosed orally, and whether disclosed before, on, or after the effective date, that is communicated by either party to the other party. A party disclosing information is a Disclosing Party. A party receiving information is a Receiving Party. Confidential Information shall include, but not be limited to, information relating to the Disclosing Party’s assets, properties, personnel, customers, suppliers, products, technology, services, facilities, current or proposed business plans, marketing and roll-out plans, distribution channels, financial information, prices, trade secrets, know-how, formulae, processes, data, drawings, proprietary information, and any other non-public information which concerns the business and operations of the Disclosing Party or its Affiliates, whether marked or otherwise labelled as confidential.
6.2 Restrictions on Use and Disclosure. The Receiving Party shall keep all Confidential Information received from the Disclosing Party strictly confidential during the Term and for a period of two (2) years after the expiration or termination of this Agreement. Receiving Party shall preserve and protect Confidential Information from disclosure by exercising the same degree of care that it exercises to preserve and protect its own Confidential Information, but in no case less than reasonable care. The Receiving Party shall not disclose any of the Confidential Information to any Person unless written permission is granted by the Disclosing Party, except that the Receiving Party may provide access to the Confidential Information to those of its directors, officers, employees, and professional advisors who need such access for the purposes of this Agreement, provided the Receiving Party uses its best commercial efforts to ensure that all such persons adhere to the terms of this Agreement. Neither party shall use, sell, licence, lease, or otherwise allow third parties to use the Confidential Information of the other party, in any way, for its own or any third party’s benefit.
6.3 Exclusions. Notwithstanding the provisions of Section 6.1, Confidential Information shall not include any information that, as established by competent evidence: (a) is publicly known at the time of disclosure or becomes publicly known through no fault of the Receiving Party; (b) Receiving Party knew prior to the disclosure thereof; (c) was independently developed by Receiving Party without benefit of, use of, or reference to, Disclosing Party’s Confidential Information; or (d) is required to be disclosed by a court or tribunal of competent jurisdiction; provided, however, that Receiving Party promptly inform Disclosing Party of such obligation in writing so that, to the extent practicable, Disclosing Party may obtain a protective order or other similar remedy.
6.4 Survival. The obligations of confidentiality set forth in Section 6 shall continue in full force and effect until each party supplies the other party with the last item of Confidential Information and for five (5) years thereafter; provided, however, that as to any Confidential Information that constitutes a “trade secret” under applicable law, the obligations of confidentiality contained herein shall continue for so long as permitted under applicable law.
6.5 Breach of Confidentiality. If the provisions of Section 6 are breached, each party acknowledges that the other will suffer irreparable harm and that monetary damages will be an insufficient remedy. Consequently, the injured party shall be entitled to seek injunctive relief or other similar action. The remedy hereunder shall not preclude any other remedies available, at law or at equity, to the injured party.
6.6 Publicity. Neither party shall publicly disclose the contents of this Partnership Agreement without the prior written consent of the other party, unless required by law.
7. WARRANTIES.
7.1 Mutual Representations and Warranties. Each party represents and warrants that: (i) it has the full corporate right, power, and authority to enter into this Agreement and perform its obligations hereunder; (ii) when executed and delivered, this Agreement will constitute a legal, valid, and binding obligation enforceable against it in accordance with its terms; and (iii) it will comply with all applicable laws, regulations, and orders of any governmental authority of competent jurisdiction in its performance of this Agreement.
7.2 Partner Representations and Warranties. Partner warrants to ScoreApp that: (i) Partner has all consents, permissions, or licences necessary to perform its obligations under this Agreement, and (ii) Partner shall make no representations or warranties with respect to the Services except as expressly permitted in this Agreement and ScoreApp’s Terms of Service, and shall not alter or enlarge such representations or warranties.
7.3 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL OTHER WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE EXTENT EITHER PARTY MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
8. INDEMNIFICATION.
8.1 ScoreApp Indemnity. ScoreApp hereby agrees to defend, indemnify, and hold harmless Partner and its officers, directors, shareholders, employees, and consultants (collectively, the “Partner Indemnified Parties”) from any and all damages finally awarded by a court of competent jurisdiction without appeal or settlement amount that may be incurred by Partner Indemnified Parties as a result of any third party claim that ScoreApp’s intellectual property as used in accordance with the terms of this Agreement violated the intellectual property rights of said third party, provided that (i) Partner notifies ScoreApp promptly in writing of the claim; (ii) the violation is not due to Partner’s misuse of the Services, failure to implement, or properly implement, a solution provided by ScoreApp, or combining of the Services with other products, services, or technologies; (iii) ScoreApp has sole control of the defence and all related settlement negotiations; (iv) Partner provides ScoreApp with all reasonable assistance, information, and authority to defend and/or settle the claim; and (v) Partner has not breached any term of the Agreement. Notwithstanding the foregoing, the Partner may participate in the defence and any settlement discussions, and will have the right to approve any settlement agreement purporting to bind Partner.
8.2 Partner Indemnity. Partner hereby agrees to indemnify, defend, and hold harmless ScoreApp and its officers, directors, shareholders, employees, and consultants (collectively, the “ScoreApp Indemnified Parties”) from any and all liability, loss, damages, costs, and fees (including, without limitation, attorneys’ fees) that may be incurred by ScoreApp Indemnified Parties as a result of any claim arising from or related to (i) Partner’s breach of any of its representations, warranties, or covenants set forth in this Agreement; (ii) Partner’s negligence or willful misconduct; or (iii) Partner’s violation of any third party Intellectual Property Right. ScoreApp may participate in the defence and any settlement discussions, and will have the right to approve any settlement agreement purporting to bind ScoreApp.
8.3 THE FOREGOING SETS FORTH EACH PARTY’S EXCLUSIVE OBLIGATION WITH RESPECT TO CLAIMS OF INFRINGEMENT OF PROPRIETARY RIGHTS OF ANY KIND.
9. LIMITATION OF LIABILITY.
NEITHER PARTY, NOR ITS RESPECTIVE OFFICERS, REPRESENTATIVES, AGENTS, EMPLOYEES, INSURERS, LICENSORS, AND SERVICE PROVIDERS, SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOST DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, PRODUCTS LIABILITY, STRICT LIABILITY, WARRANTY, AND NEGLIGENCE, AND WHETHER OR NOT SUCH PERSON WAS OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SCOREAPP’S AGGREGATE LIABILITY TO PARTNER UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT OF PARTNER COMMISSION OWED TO PARTNER WITHIN THE LAST TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE CLAIM(S) GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS AND EXCLUSIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL NOT APPLY TO THE DEFENCE AND INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS AGREEMENT OR FOR ANY BREACH OF SECTIONS 2 OR 6.
10. MISCELLANEOUS.
10.1 Relationship of Parties. The parties hereto expressly understand and agree that each party is an independent contractor under this Agreement and this Agreement will not create any relationship of agency, partnership, joint venture, or any similar relationship between the parties. Neither party, nor its agents or employees, are the representatives of the other party for any purpose, and neither party has the power or authority to represent, act for, bind, or otherwise create or assume any obligation on behalf of the other party for any purpose whatsoever.
10.2 Assignment. Neither party may assign its rights or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of the other party. Notwithstanding the foregoing, either party may: (i) assign this Agreement to any acquirer of all or of substantially all of such party’s equity securities, assets, or business; or (ii) delegate any of its obligations hereunder to subcontractors reasonably acceptable to the other party, provided that the delegating party remains responsible for the performance of all such obligations. Any attempted assignment or delegation in violation of this Section will be void and without effect. Subject to the foregoing, this Agreement will benefit and bind the Parties’ successors and assigns.
10.3 Governing Law and Venue. This Agreement will be governed by and construed in accordance with the federal laws of the United Kingdom, notwithstanding the actual residence of the Parties. The Parties hereby submit to the jurisdiction of the courts in the United Kingdom in any proceeding, claim, or litigation arising out of the Agreement
10.4 Force Majeure. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent such delay or failure is caused by any occurrence beyond the reasonable control of such party, including, but not limited to, acts of God, power outages and governmental restrictions, fires, labour disturbances, floods, epidemics, war, riot, civil insurrection, shortages of relied upon services, or intentional, reckless, or negligent acts of third parties, including unauthorised hacking on or through the Internet.
10.5 Notice. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be in writing, by an authorised representative of such party, and delivered by hand, registered mail, courier, or express delivery service, or email. Notice shall be considered to have been received five (5) days after sending date if by registered mail, courier, or express delivery service, and the same day if sent by email.
10.6 No Implied Waivers. A party’s failure to exercise a right under this Agreement shall not constitute a waiver of such right. A party’s waiver of the other party’s breach of this Agreement shall not constitute a waiver of any such breached provision.
10.7 Severability. If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. The Parties agree to renegotiate in good faith those invalid provisions so as to be valid, enforceable provisions that reflect as closely as possible the original intent of the Parties, and further agree to be bound by such substitute provisions.
10.8 Headings. Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement
10.9 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, including, without limitation, the terms of any purchase order. No amendment to or modification of this Agreement will be binding unless agreed to in writing and signed by a duly authorised representative of both parties. This Agreement will be interpreted in accordance with its terms and without any strict construction in favour of or against either party.
If you provide reviews, rankings, endorsements, testimonials, blogs, videos, or content of any kind about any ScoreApp service for which you receive commissions, then you must disclose such facts and such disclosures must at a minimum be clear, conspicuous, always visible, and frequent.
11. ADVERTISING
11.1 Disclosure of Material Connections. You are required to disclose any material connections to ScoreApp. This means disclosing if you receive compensation in a clear and prominent place in close proximity to your endorsement of our product.
11.2 Presence of Disclosure. A disclosure must appear on every page of your site or channel that includes an endorsement of our product and cannot require the consumer to scroll through multiple pages or click on secondary links behind vague words such as “Disclaimer.”
11.3 Fair Comparisons. When comparing brands’ products and features, you are responsible for that content. Your obligation is to ensure they are sound and fair comparisons, and they should be “apples to apples” comparisons. You are also responsible for ensuring you stay up to date with the offerings of ScoreApp’s affiliate program and not have outdated and potentially misleading advertising, content or other information on ScoreApp’s products or services.
11.4 ScoreApp Brand Terms. Bidding on any ScoreApp brand keyword/s such as terms that include the words ScoreApp, Score App, Score, ScoreApp Quiz, ScoreApp Scorecard is not permitted by the partner. Partners must ensure that these keyword/s terms are added as negative targeting terms if running broader targeted search ads around core terms like ‘quiz’ where people may be searching the ScoreApp brand terms as stated in 11.4.
11.5 Use of Trademarks and Logos. The partner must adhere to ScoreApp’s guidelines for the use of its trademarks and logos. The partner shall not alter or modify ScoreApp’s trademarks or logos in any way without ScoreApp’s prior written consent.
11.6 Approval of Advertising Material. The partner is required to submit all advertising material related to ScoreApp for approval before publishing. ScoreApp reserves the right to refuse or withdraw approval for advertising materials that do not comply with its guidelines.
11.7 Truth in Advertising. The partner must ensure that all statements and claims made in advertising regarding ScoreApp are truthful, accurate, and not misleading.
11.8 Compliance with Laws and Standards. The partner must comply with all applicable laws, regulations, and industry standards relating to advertising in the jurisdictions where the advertisements will be published or broadcast.
11.9 Data Usage and Privacy. If the partner is collecting data through advertising efforts, they must comply with relevant data protection and privacy laws. The partner must not collect, use, or disclose any information in a manner that violates such laws or ScoreApp’s privacy policy.
11.10 No Unsolicited Email Marketing. Unsolicited email marketing is not permitted unless expressly agreed and approved by the ScoreApp affiliate team in writing.
11.11 Consequences of Breach. Failure to comply with the provisions in this advertising section may result in termination of this Agreement, forfeiture of any compensation due, and other legal remedies available to ScoreApp.
11.12 Compliance Responsibility. It is the Partner’s sole responsibility to ensure that their actions, marketing promotions, and websites or other referral assets are always in compliance with all applicable laws and regulations regarding online advertising, regardless of your location or country of residence.
12. STATUS AND CRITERIA
12.1 Affiliate Tiers
12.1.1 Standard Affiliate Criteria: For active affiliates (See section 12.2 for active affiliate definition) who have referred fewer than 10 paying ScoreApp customers via their referral link, Standard affiliate partners will receive a 20% commission on anything their referrals spend on ScoreApp’s subscription.
12.1.2 Bronze Affiliate Criteria: For active affiliates (See section 12.2 for active affiliate definition) who have referred between 10 to 49 paying ScoreApp customers via their referral link, Bronze affiliate partners will receive a 25% commission on anything their referrals spend on ScoreApp’s subscription.
12.1.3 Silver Affiliate Criteria: For active affiliates (See section 12.2 for active affiliate definition) who have referred between 50 to 99 paying ScoreApp customers via their referral link, Silver affiliate partners will receive a 30% commission on anything their referrals spend on ScoreApp’s subscription.
12.1.4 Gold Affiliate Criteria: For active affiliates (See section 12.2 for active affiliate definition) who have referred between 100 to 199 paying ScoreApp customers via their referral link, Gold affiliate partners will receive a 35% commission on anything their referrals spend on ScoreApp’s subscription.
12.1.5 Super Affiliate Criteria: For active affiliates (See section 12.2 for active affiliate definition) who have referred 200 or more paying ScoreApp customers via their referral link, Super affiliates will receive a 40% commission on anything their referrals spend on ScoreApp’s subscription.
12.2 Affiliate Partner Status a) An affiliate partner is deemed active if they refer a minimum of one new paying customer every quarter; this amounts to at least four paying customers in a given 12-month period. Active affiliate partners are entitled to receive lifetime commissions on all qualifying earnings, for the duration that their referred customers continue to subscribe and make payments for their ScoreApp subscription. The commission rate for active affiliates will be determined based on their designated Affiliate Tier. b) An affiliate partner will be classified as inactive if they fail to achieve the minimum referral requirement of four paying customers within any 12-month timeframe. Inactive affiliates shall forfeit their entitlement to lifetime commissions; should a partner remain inactive for a consecutive 12-month period, they will be stripped of all earned commissions from the date of their last qualifying referral.
13 AGENCY PARTNERS
13.1 Description: Agency Partners are businesses engaged in the ScoreApp affiliate programme. Beyond affiliate relations, these partners provide value-added services encompassing ScoreApp’s setup, ongoing management, and dedicated support.
13.2 Qualifying Criteria: To be recognised as an Agency Partner, a business must not only join the ScoreApp affiliate programme but also substantiate its proficiency in delivering supplementary services and expert support related to ScoreApp.
13.3 Benefits and Responsibilities: Agency Partners receive enhanced support and are prioritised for BATA testing. They are also invited to round-table discussions to deliberate on ScoreApp’s technological trajectory. Furthermore, there are opportunities for Agency Partners to forge deeper collaborations with ScoreApp, maximising the potential of their partnership.