Affiliate Terms of Service

In this Agreement, “media-gem.co.uk,” “we,” and “us” means Media Gem., and “you”, or “Affiliate” means the applicant desiring to participate in the media-gem.co.uk Affiliate Programme (the “Affiliate Programme”). “Link” or “Links” refers to any hypertext link, URL, banner, graphical or text ad containing a reference to media-gem.co.uk or its products or services or web properties pursuant to this Agreement. The ” media-gem.co.uk Site” or “Our Site” means the web site located at https:// media-gem.co.uk and includes all of its sub domains or other Media Gem owned Internet properties, “our” meaning belonging to or pertaining to Media Gem.

“Your Site” means the web site or sites, or other online marketing venues upon which the you establish the Links to Our Site as part of the Affiliate Programme. The term ” media-gem.co.uk Services” means any Media Gem service or product as well as any services or products that Media Gem may introduce from time to time in the future and offer through the Media Gem Affiliate Programme.

NOTE :-

  • We reserve the right to modify the commission value of listed products and services at any time.

  • Commission will not be payable on Free products.

  • Affiliate commission is strictly not applicable to any of our products or services besides not listed as commission paying products or services on our website.

  • You understand that buying Media Gem products for your own usage through your affiliate link is not permitted.

  • Defying this policy may result in your commissions being retracted and your affiliate account terminated at our discretion.

  1. Eligibility for the Media Gem Affiliate Program

    1. Eligibility

      1. Enrolment to Media Gem Affiliate Programme is not open to all. To be an affiliate you will need to make an application. Acceptance into the Programme is at our sole discretion, which may be withheld for any reason or for no reason at all. The provisions contained in these Affiliate Programme Terms and Conditions (the “Agreement”) are supplemental to Media Gem’s General Terms and Conditions, by which you are also bound, to the extent they are not modified by this Agreement.

      2. You agree to keep your own Affiliate contact information accurate and updated with Media Gem. Media Gem’s rights and obligations with respect to the disclosure and use of the information we gather about any Affiliate are governed by the terms of this Agreement and Media Gem’s Privacy Policy such information may be used for Media Gem’s internal accounting, promotional or legal processes.

    2. Suitability We may reject your participation in Media Gem’s affiliate programme if we determine, at any time and at our sole discretion, that Your Site is unsuitable for the Programme.

    3. You understand that Media Gem reserves the right to conclude that Your Site is unsuitable in accordance with our standards, in our sole discretion, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others’ sites have not been deemed unsuitable despite having the same or similar characteristics as Your Site.

  2. Usage

    1. Subject to the terms of this Section, we will provide to you all Links, and any related banners, graphics, or text ads necessary to promote and offer Media Gem’s Services to Your Site’s visitors and/or its members. This Link will connect Your Site with Our Site via a redirect. It is not necessary to point links where the visitor may apply for the Media Gem Services directly with us. The Link will serve to identify you as a member of our Affiliate Programme and will establish a Link from Your Site to Our Site.

    2. In utilizing any Media Gem provided affiliate Link, you agree that you will cooperate fully with us in order to establish and maintain such Link. All Links may be modified by us and/or expanded from time to time throughout the term of this Agreement.

    3. You may not use unsolicited commercial e-mail (UCE), spam, or other illegal or unethical means by which to generate referral commissions.

    4. You understand that the Links and any related banners, graphics, artwork, or text provided by Media Gem are Media Gem’s intellectual property, and that your use of those links is governed by the terms of Section 9 of this Agreement and by relevant Laws of England and Wales, and International Law.

  3. Our Responsibilities

    1. We will be responsible for providing all information necessary to allow you to make appropriate Link from Your Site to Our Site. We will be solely responsible for processing every order application for Media Gem’s products or services placed by a customer following a Link from Your Site, for tracking the number and amount of sales generated by the Link from Your Site, and for providing information to you regarding commission payments. Also, we will be responsible for payment processing, cancellations, returns, and related customer service for Media Gem’s Products and Services, it being understood that such activities shall be for our account. We are responsible for establishing commission schedules and payouts of earned Commissions as detailed in Section 6 of this Agreement.

  4. Your Responsibilities

    1. If you qualify and agree to participate in Media Gem’s affiliate program:

      1. You may display the provided Link prominently throughout Your Site as you see fit and without our prior consent subject to the terms and limitations of this Agreement.

      2. You shall not misrepresent Media Gem or its products or services, or otherwise make any claims, representations, or warranties in connection with Media Gem other than as expressly authorized by Media Gem.

      3. You shall have no authority to, and shall not bind Media Gem to any obligations, except as may be expressly set forth herein to the contrary or as otherwise agreed to and approved in advance in writing by Media Gem. Nothing in this Agreement nor any conduct of either party shall be deemed to constitute an employment or agency relationship.

    2. We will not be responsible if you use another party’s copyrighted or other proprietary material on Your Site in violation of the law or any agreement.

    3. You are solely responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. Such responsibilities included, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; and ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party and are not libellous or otherwise illegal. We disclaim all liability for all such matters

    1. The Affiliate hereby undertakes to comply with all applicable EU- and national laws and regulations in force from time to time including, but not limited to, the EU-directive 2002/58/EC.

      1. You may not: directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using the Link on your site to access Our Site without prior approval

      2. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;

      3. take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring;

      4. other than providing the Link on your site in accordance with this Agreement, post or serve any advertisements or promotional promoting Our Site or otherwise around or in conjunction with the display of the Media Gem Site (e.g., through any “framing” technique or technology or pop-up or pop-under windows); or

    1. We have the right, but not the obligation, in our sole discretion, to monitor Your Site and your usage of the Link at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

    2. You are responsible for the payment of all tax and national insurance payable on any payments made to you by Media Gem.

  1. Referral Fees

    1. Subject to the Payments and Fees Schedule, we will pay you, a single referral fee (“Commission”) on sales of Media Gem’s Services to third parties who are not already Media Gem customers. Your entitlement to an earned commission will accrue only if the customer:

      1. accesses Our Site through the use of a Link on Your Site;

      2. purchases the media Gem Services using our online signup process or uses a discount code that has been supplied to you by Media Gem;

      3. remits full payment to us; and

      4. remains a customer beyond the Media Gem 14 Day Money Back Guarantee Period.

      5. Unless Your affiliate account is terminated by us or cancelled by you. You may continue to receive monthly commissions for products and services that offer a monthly payout for as long as the client referred to Media Gem by You remains Media Gem’s client.

  1. Payments and Fee Schedule

    1. You will earn Commissions based on the sale of Media Gem’s Services according to the current fee schedule for the Affiliate Programme and the guidelines of this Agreement, set forth herein, during the month in which such services are sold. We reserve the right to modify the commission value of a sold product or service at any time.

    2. The Commissions are accumulated for every unique paying customer referred to us by Your Site, utilizing the Links between Your Site and Our Site, or by the use of a discount code that has been allocated to You by Us, excluding sales/amounts due to credit card or other fraud, charge backs and bad debt and credits for cancelled services (“Net Sales”). We reserve the right to delay payment for up to thirty (15) days (the “Guarantee Period”) to allow for the aforementioned actions to take place.

    3. Payment will be made to you either via PayPal, at our discretion.

    4. Media Gem will track the Commissions earned per Agent/Affiliate. Media Gem will track all Commissions earned and may, at its absolute discretion, decide not to pay any Commission to you should Media Gem believe that any referral has been made in violation of its technical guidelines, due to referral/customer fraud, or due to referral/customer contract cancellation. It is the Affiliates sole and absolute duty to follow precisely this Agreement and its guidelines at all times. Media Gem is under no obligation whatsoever to pay any Commission to any Affiliate who does not strictly follow this Agreement and its guidelines, as modified from time to time.

    5. Media Gem reserves the right to prosecute or take legal action against any fraud, or conspiracy to defraud and to recover any Commissions paid to an Affiliate which were earned as a result of such fraud. Fraud includes knowingly violating the terms and spirit of this Agreement.

  1. Policies and Pricing

    1. Customers who buy Media Gem’s Services through the Affiliate Programme will be deemed to be customers of Media Gem after they have passed beyond the Media Gem Guarantee Period. Accordingly, all of our rules, policies, and operating procedures concerning customer applications, customer service, and sales of our services will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Media Gem Services sold through the Programme in accordance with our own pricing policies. Service prices may vary from time to time.

  1. Licenses and Use of the Media Gem Logos and Trademarks

    1. We grant you a non-exclusive, non-transferable, revocable right:

      1. to access Our Site through the Link solely in accordance with the terms of this agreement; and

      2. solely in connection with the Link, to use our logos, trade names, trademarks and similar identifying material relating to us and which we provide to you, for the sole purpose of establishing a link to Our Site so users of Your Site can purchase Media Gem’s Services.

    2. Other than establishing a link from Your Site to Our Site, you shall not make any use of any Licensed Materials without first obtaining our prior written consent. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. We, in our sole discretion, may revoke your license to use our Link or the Licensed Materials at any time. Affiliate shall comply with all guidelines provided by Media Gem with respect to the text or graphic reproduction, appearance, and “look and feel” related to the marketing and representation of the Links and Media Gem.

    3. The licenses described in this Section 8 shall expire upon the effective date of the expiration or termination of this Agreement, and is dependent upon your status as defined in Section 1.

    4. Any unauthorised use of the Media Gem links, text, banners or other ads not approved of or provided by Media Gem may result in immediate termination of this Agreement.

    5. Except for the license granted under this Section 8, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Licensed Materials, the Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the Media Gem domain name. You shall not assert the invalidity, enforceability, or contest the ownership by Media Gem of the Licensed Materials, the Media Gem Site, or any related , links, artwork, logos or other materials in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice Media Gem’s rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.

    6. You grant to us a non-exclusive license to utilize your company name and logo, as the same may be amended from time to time (the “Affiliate Trademarks”), to advertise, market, promote and publicise in any manner your participation in the Programme or our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote or publicise.

  1. Term of this Agreement and Termination

    1. The term of this Agreement will begin upon your acceptance of this Agreement, by your use of an assigned Media Gem affiliate link, and/or our acceptance of your application for the Affiliate Programme, and will end when terminated by either party. Media Gem may terminate this Agreement immediately at any time, with or without cause. Should you cease your publication of the Link this Agreement shall be deemed terminated by you. Violation of this Agreement shall constitute grounds for immediate termination of this Agreement.

    2. Upon termination of this Agreement:

      1. Media Gem’s acceptance of referrals obtained through Your Site shall not constitute a continuation or renewal of this Agreement or a waiver of such termination;

      2. you shall be entitled only to those Commissions, if any, earned by you on or prior to the date of termination excluding amounts due to actual fraud, credit card fraud, credit card chargebacks and bad debt and credits for cancelled services or as otherwise in violation of this Agreement;

      3. you shall in no event be entitled to Commissions with respect to referrals delivered after the date of termination, irrespective of whether any service or product order, contract, or commitment relating thereto was entered into prior to the date of termination;

      4. upon termination, your rights and licenses under this agreement shall immediately terminate and you shall remove the Link or other Licensed Materials from Your Site.

      5. you shall return to Media Gem any confidential information, and all copies thereof, in its possession, custody and control and will cease all uses of any trade names, trademarks, service marks, logos and other designations of Media Gem and the Affiliate Programme.

    3. We may withhold payment of Commissions, or any portion thereof, for a reasonable time to ensure that the correct amount is, although generally payments will continue to follow the schedule as outlined in Article 6.

    4. Upon any termination of this Agreement, you and Media Gem will be released from all obligations and liabilities to the other occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein; provided that no such termination will relieve you from any liability arising from any breach of this Agreement occurring prior to termination.

  1. Modification

    1. We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available referral fees, commission schedules, payment procedures and Programme rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement as provided in article 10.

    2. Your continued participation in the Programme following our posting of a change notice or new Agreement on Our Site will constitute binding acceptance of the change. No amendment, modification or supplement to this Agreement shall be effective unless it is posted by an authorized representative of Media Gem at the Media Gem Web Site.

  1. Relationship of Parties

    1. You and Media Gem 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 Section.

  1. Representations and Warranties

    1. You hereby represent and warrant to us that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use your trademarks in the manner contemplated herein, and such grant does not and will not:

      1. breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or

      2. infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.

    2. You further represent that:

      1. You are duly organized, validly existing, and in good standing under the laws of the state or country of your origin, or you are an adult at least eighteen (18) years of age;

      2. you have all requisite power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement;

      3. This Agreement has been duly authorized, executed, and delivered by you and is a valid and binding obligation enforceable in accordance with its terms; and

      4. The execution, delivery, and performance of and compliance with this Agreement does not and will not (i) conflict with, or constitute a default under, or result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of your properties or assets, nor result in any violation of any term of your governing documents, (ii) in any material respect, any term or provision of any mortgage, indenture, contract, agreement, instrument, judgment or decree, or (iii) to the best of your knowledge, any order, status, rule or regulation applicable to you, the violation of which would have a material adverse effect on your business or properties

  1. Confidentiality

    1. Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or through a source or sources other than such party hereto or its affiliates.

    2. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information

      1. to any person pursuant to a subpoena issued by any court or administrative agency,

      2. to its accountants, attorneys or other agents on a confidential basis.

  1. Limitation of Liability

    1. Without limiting the generality of the foregoing, Media Gem shall in no event be liable to you or any other person, including, without limitation, subscribers, for indirect, incidental, or special damages, lost profits, lost savings, or any other form of consequential damages, regardless of the form of action, even if Media Gem has been advised of the possibility of such damages, whether resulting from breach of its obligations under this agreement or otherwise. Further, our aggregate liability arising with respect to this agreement and the programme will not exceed the total referral fees paid or payable to you under this agreement.

    2. Media Gem makes no warranties, either express or implied, concerning the performance or functionality of the Media Gem services, or our affiliate programme, including but not limited to the link or other affiliate advertisements and hereby expressly disclaims all implied warranties, including warranties of merchantability or fitness for a particular use or purpose.

    3. Under no circumstances shall Media Gem. Be liable to you or any other person or entity, including, without limitation, customers, for any loss, injury, or damage, of whatever kind or nature, resulting from or arising out of any mistakes, errors, omissions, delays, or interruptions in the receipt, transmission, or storage of any messages or information arising out of or in connection with the affiliate programme or Media Gem.

  1. Indemnification

    1. You hereby agree to indemnify and hold harmless Media Gem, its parent company, sister companies, subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys’ fees), and costs (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on, or in any way connected with this Agreement, including but not limited to:

      1. any breach by you of any warranty, representation, or agreement contained herein,

      2. the performance of your duties and obligations hereunder,

      3. your negligence,

      4. any injury (including death) to persons or damages to property caused directly or indirectly by your negligent or intentional acts or omissions, or

      5. the unauthorized use of any Media Gem intellectual property, including but not limited to the banners, logos, text or graphics; Media Gem, and or any part of the Affiliate Programme.

      6. any claim that our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party,

      7. any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein,

      8. the development, operation, maintenance and of Your Site and products and services offered from Your Site, or

      9. any claim related to Your Site, including, without limitation, therein not attributable to us.

  1. Notification

    1. Any notice under this Agreement shall be given by Media Gem to you via e-mail at the address provided by you to Media Gem at the commencement of this Agreement or as Media Gem is subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such e-mail.

  1. Independent Investigation

    1. You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your site. You have independently evaluated the desirability of participating in the programme and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

  1. Confidential Information

    1. You acknowledge that, during the term of this Agreement, you may be entrusted with confidential information relating to the business, operations, or underlying technology of Media Gem and/or the Affiliate Programme (the “Confidential Information”). You shall provide care to avoid disclosure or unauthorized use of the Confidential Information to any other person or entity.

    2. You shall not use the Confidential Information for purposes other than those necessary to further the purposes of this Agreement. You shall not disclose the Confidential Information to third persons or outside parties without the prior written consent of Media Gem. Should you be required under applicable law, rule or regulation, or pursuant to the order of any court or governmental entity of legal process of any governmental entity of competent jurisdiction to disclose Confidential Information in its possession, custody or control, you shall:

      1. give at least thirty (30) days prior written notice of such disclosure to Media Gem;

      2. use its best efforts to limit such disclosure

      3. make such disclosure only to the extent so required.

    3. Your obligations hereunder with respect to Confidential Information shall survive the expiration or earlier termination of this Agreement.

  1. Miscellaneous

    1. Assignability: You shall not assign or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of Media Gem, in its sole discretion. Any attempted assignment in violation of the provisions of this Agreement, whether by operation of law or otherwise, will be void. This Agreement is not intended to and shall not be construed to provide any rights, remedies or benefits to or for any person or entity not a party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

    2. Severability: If any provision of this Agreement, or the application thereof to any person or circumstance, shall be held invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, or the application of such provision to other persons or circumstances, and, to this end, the provisions hereof are severable.

    3. Non-Waiver: No delay or failure by Media Gem in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.

    4. Remedies: The rights and remedies of Media Gem hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be unenforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any rights at law or otherwise of Media Gem for a breach or threatened breach of any provision hereof, it being the intent of this provision to make clear that the respective rights and obligations of Media Gem shall be enforceable in equity as well as at law or otherwise.

    5. Interpretation: This Agreement shall not be construed or interpreted in favor or against Media Gem or you on the basis of draftsmanship or preparation of the Agreement.

    6. Headings: The headings, captions, and other typographical formatting used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

  1. Governing Law

    1. This Agreement shall be governed by, and construed in accordance with the laws of England. Media Gem shall not be liable for the legality of Media Gem’s service in countries other than the United Kingdom. The Affiliate is solely responsible for the legality of the use of the service if the Affiliate is registered to Media Gem’s service from a country other than the United Kingdom or if the Affiliates website is on a server in a country other than the United Kingdom.

  1. Dispute Resolution

    1. This Agreement shall be construed and governed in all respects in accordance with the Law of England and Wales and the English Courts shall have exclusive jurisdiction in respect of any disputes arising hereunder. Media Gem shall not be liable for the legality of Media Gem’s service in countries other than the United Kingdom. The Affiliate is solely responsible for the legality of the use of the service if the Affiliate is registered to Media Gem’s service from a country other than the United Kingdom or if the Affiliate’s website is on a server in a country other than the United Kingdom.

  1. Execution and Acceptance By using a Link provided by Affiliate Programme, you execute, accept, enter into, and become party to this Agreement. At such point, Media Gem simultaneously and automatically becomes counter-party to this Agreement. The Effective Date of such Agreement is the day on which Link is used by you.

  2. Entire Agreement

    1. Together with the above guidelines, this Agreement constitutes the entire agreement between the Parties. No prior or contemporaneous written or oral representation of the Affiliate Programme form a part of this Agreement, and this Agreement supersedes all prior agreements between the Parties relating to the subject matter of this Agreement.

  3. Attorneys Fees

    1. In the event Media Gem shall commence formal legal action to interpret and/or enforce the terms of this Agreement, the prevailing party in any such action or proceeding shall be entitled to recover, in addition to all other available relief, its reasonable attorneys’ fees and costs incurred in connection therewith.