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Wordery.Com Affiliate Scheme

Last updated: 01/10/2013

 

This page tells you information about us and the legal terms and conditions (Terms) of our affiliate scheme (Scheme).

 

These Terms will apply to any contract between us governing your role as an affiliate of our site, www.wordery.com (Contract). Please note that by checking the box indicating that you agree to these Terms or by continuing to participate in the Scheme or by using a Link, you: (i) have read and agree to be bound by, and comply with, these Terms and any Scheme guidelines issued by us from time to time; (ii) agree that you have independently evaluated the desirability of participating in the Scheme and are not relying on any representation, guarantee, or statement other than as expressly set out in these Terms; and (iii) hereby represent and warrant that you are lawfully able to enter into contracts (and are not a minor). If this Contract is being entered into by a company or other legal entity, then the person agreeing to these Terms on behalf of that company or entity hereby represents and warrants that he or she is authorised and lawfully able to bind that company or entity to this Contract. If you refuse to accept these Terms, you will not be able to participate in the Scheme.

You should print a copy of these Terms or save them to your computer for future reference.

 

We may amend these Terms from time to time. If any amendment is unacceptable to you, you may terminate this Contract in accordance with clause 6.

 

These Terms and any Contract between us are only in the English language.

 

In this Contract: "Wordery", "we", "our" and "us" means Magpie Investments Limited (company number 8134714); "you" and "your" means the applicant wishing to participate in the Scheme; "Site" means the web site located at www.wordery.com or any other Wordery owned internet properties from time to time; "Wordery Products" means any products we provide or may introduce from time to time and offer on our Site; "Link" or "Links" refers to any hypertext link, URL, banner, graphical or text ad containing a reference to Wordery, the Site or Wordery Products we may provide you from time to time; and "Your Site" means the web site or sites, or other online marketing venues upon which you establish the Links to our Site as part of the Scheme.

 

1. Eligibility

 

1.1 We may reject your participation in the Scheme if we determine, at any time and at our sole discretion, that Your Site is unsuitable for the Scheme.

 

1.2 We reserve the right to conclude that Your Site is unsuitable, 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 wellfounded or if others' sites have not been deemed unsuitable despite having the same or similar characteristics as Your Site.

 

2. Use

 

2.1 Subject to your compliance with these Terms, we will:

 

(a) grant you a non-exclusive, revocable, non-transferable licence for the term of this Contract to use the Links solely for the purpose of directing new business to the Site and promoting the sale of Wordery Products; and

 

(b) provide to you all Links which are subject to change from time to time in our sole discretion and may contain our logo or other references to us. The Links will serve to identify you as a member of our Scheme and will establish a link from Your Site to Our Site.

 

2.2 In using any Link, you agree that you:

 

(a) will comply with all guidelines provided by us with respect to the text or graphic reproduction, appearance, and "look and feel" related to the marketing and representation of our Site, the Wordery Products and the Links;

 

(b) will cooperate fully with us in order to establish and maintain such Link;

 

(c) will display only those Links that are provided by us and you will substitute such Links with any new or update Links provided by us from time to time throughout the term of this Contract;

 

(d) will not alter, modify or change the Link in any way;

 

(e) will not use the Links in any manner that is disparaging or that otherwise portrays us in a negative light or for any price comparison purposes or functions;

 

(f) will not alter the look, feel or functionality of our Site in any way;

 

(g) will not use unsolicited commercial e-mail, search engine marketing, pay-per-click advertisements, paid-to-surf, autosurf or click-exchange programs, spam or other illegal or unethical means by which to generate Commissions; or

 

(h) will not mislead visitors into clicking on an offer or coupon relating to our Site or the Wordery Products that does not exist or practice similarly deceptive tactics.

 

2.3 The Links are our intellectual property and your permitted use of them is limited solely to the extent set out in these Terms. We reserve all of our rights in the Links. We, in our sole discretion, may revoke your license set out in clause 2.1(a) at any time.

 

2.4 Except for the licence granted under this clause, you do not obtain any rights under this Contract in any intellectual property, including, without limitation, any intellectual property with respect to any Link, link formats, technical specifications, guidelines or graphical artwork, or with respect to our Site or our domain names. You shall not take any action that may prejudice our intellectual property rights, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.

 

2.5 You grant to us a non-exclusive, royalty free licence to use your company name and logo, as the same may be amended from time to time (Trademarks), at our discretion to advertise, market, promote and publicise your participation in the Scheme.

 

2.6 The licence described in clause 2.1(a) shall expire upon the date of termination of this Contract.

 

3. Participant responsibilities

 

3.1 As a participant of the Scheme, you:

 

(a) 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 Contract;

 

(b) shall not misrepresent us or our products, or otherwise make any claims, representations, or warranties in connection with us other than as expressly authorised by us; and

 

(c) you must allow us access to the HTTP referrer (the referring page) for each transaction generated.

 

3.2 You are solely responsible for the development, operation and maintenance of Your Site, for all materials that appear on Your Site and for complying with all applicable law.

 

3.3 You represent and warrant to us that you are the sole and exclusive owner of the Trademarks and have the right and power to grant to us the licence set out in clause 2.5 and that such licence does not and will not infringe upon any third party intellectual property rights.

 

3.4 The execution, delivery, and performance of and compliance with this Contract does not and will not:

 

(a) 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;

 

(b) in any material respect, any term or provision of any mortgage, indenture, contract, agreement, instrument, judgment or decree; or

 

(c) 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.

 

3.5 You may not:

 

(a) 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;

 

(b) 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;

 

(c) 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;

 

(d) other than providing the Link on Your Site in accordance with these Terms, post or serve any advertisements or promotional material promoting our Site or otherwise around or in conjunction with the display of our Site (e.g., through any "framing" technique or technology or pop-up or popunder windows);

 

(e) seek to purchase or register any keywords, search terms or other identifiers that include our trade or service marks or names, including misspellings or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service;

 

(f) seek to purchase or register any domains or other identifiers that include our trade or service marks or names, nor may you seek to purchase or register any domains or other identifiers intended to approximate misspellings or typographical mistakes of the same, or which otherwise would constitute typo or domain squatting, including variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service;

 

(g) use the Scheme to place your own orders or place orders which will be, or are being, sold on to a third party, unless we otherwise agree. If you are suspected of using the Scheme in this way then we reserve the right to withdraw you from the Scheme and cancel all pending Commissions; or

 

(h) participate or promote on Your Site any discount codes, sweepstakes, contests or any special promotions we may offer without our prior consent.

 

3.6 If we determine, in our sole discretion, that you have engaged in any of the activities outlined in clause 3.5, we may (without limiting any other rights or remedies available to us) withhold any Commissions otherwise payable to you under this Contract and/or terminate this Contract.

 

3.7 We have the right, but not the obligation, in our sole discretion, to monitor Your Site and your usage of the Links from time to time to determine if you are in compliance with these Terms.

 

4. Our rights and responsibilities

 

4.1 We will be responsible for:

 

(a) providing all information necessary to allow you to make an appropriate Link from Your Site to our Site;

 

(b) processing every order application for Wordery Products placed by a customer following a Link from Your Site;

 

(c) tracking the number and amount of sales generated by the Link from Your Site, and for providing information to you regarding Commission payments; and

 

(d) payment processing, cancellations, returns, and related customer service for the Wordery Products, it being understood that such activities shall be for our account.

 

4.2 We may send newsletters to your e-mail address and use the information given by you for marketing purposes.

 

5. Commission

 

5.1 Subject to the remaining provisions of this clause, we will pay you a single referral fee (Commission) on the sale of Wordery Products to third parties. Your entitlement to a Commission will accrue only if the customer:

 

(a) accesses our Site through the use of a Link on Your Site;

 

(b) purchases a Wordery Product through our Site within 30 days of accessing our Site through the use of a Link on Your Site; and

 

(c) remits full payment to us.

 

5.2 The Scheme we use stores the cookie and visitors’ IP for 30 days. The 30 day cookie will expire once that particular visitor carries out their purchase. If the visitor does not carry out the purchase within 30 days the cookie will automatically expire.

 

5.3 We work on a last click wins basis, the last referring site will be credited for the purchase.

 

5.4 Purchases that do not qualify for Commission include any Wordery Product:

 

(a) purchase that is not correctly tracked or reported due to the links from Your Site to our Site not being properly formatted;

 

(b) purchased for resale or commercial use of any kind, which is prohibited by our Terms of Sale;

 

(c) purchased after termination of this Contract;

 

(d) order that is cancelled or returned;

 

(e) purchased by a customer who is referred to our Site through: (i) any of the prohibited methods outlined in clause 2.2(g); or (ii) a link to our Site, including a redirecting link, that is generated or displayed on a search engine in response to a general Internet search query or keyword, whether those links appear through your submission of data to that site or otherwise; 

 

(f) purchased pursuant to credit card or other fraud, charge backs and/or bad debt; and

 

(g) purchased using a generic coupon / discount code. At times, Wordery will issue affiliate specific coupon codes which may be used in conjunction with an affiliate ID.

 

5.5 You will earn Commissions based on the sale of Wordery Products according to the current Commission schedule for the Scheme and the Scheme guidelines (available on request and on our Site) during the month in which such Wordery Products are sold. We reserve the right to modify the Commission value of a Wordery Product at any time.

 

5.6 Payment will be made monthly via PayPal, unless we expressly agree to pay you by other means, provided in either case that the value of your Commission accrued is equal to or greater than £25.00.

 

5.7 We will track all Commissions earned and may, at our absolute discretion, decide not to pay any Commission to you should we believe that any referral has been made in violation of these Terms and/or the Scheme guidelines.

 

5.8 We reserves the right to prosecute or take legal action against any fraud, or conspiracy to defraud and to recover any Commissions paid to you which was paid as a result of such fraud. Fraud includes knowingly violating the terms and spirit of this Contract and any applicable Scheme guidelines.

 

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

 

6. Termination

 

6.1 This Contract will commence as detailed above and will end when terminated by either party. We may terminate this Contract immediately at any time, with or without cause. Should you cease using the Link this Contract shall be deemed terminated by you. Any breach of this Contract by you shall constitute grounds for immediate termination of this Contract by us.

 

6.2 Upon termination of this Contract:

 

(a) our acceptance of referrals obtained through Your Site shall not constitute a continuation or renewal of this Contract or a waiver of such termination;

 

(b) you shall be entitled only to those Commissions, if any, earned by you on or prior to the date of termination excluding amounts arising due to a breach of these Terms;

 

(c) upon termination, your rights and licences under this Contract shall immediately terminate and you shall remove the Link from Your Site;

 

(d) you shall return to us any confidential information, and all copies thereof, in your possession, custody and control and will cease all use of any trade names, trademarks, service marks, logos and other designations of ours and the Scheme; and

 

(e) we shall pay you any Commission you have accrued as at the date of termination in the next Scheme payment cycle provided that such accrued Commission is equal to or greater than £25.00.

 

6.3 Termination of this Contract shall be without prejudice to either party’s accrued rights or any clauses which by their nature are designed to survive termination, provided that termination will not relieve you from any liability arising from any breach of this Contract occurring prior to termination.

 

7. Confidentiality

 

7.1 During the term of this Contract you may be entrusted with confidential information relating to our business,operations, or underlying technology (Confidential Information).

 

7.2 You shall not use the Confidential Information for purposes other than those necessary to further the purpose of this Contract. You shall not disclose the Confidential Information to any third party without our prior written consent, unless required by law to do so. Where you are required by law to disclose Confidential Information you shall:

 

(a) give us at least thirty (30) days prior written notice of such disclosure; and

 

(b) limit such disclosure solely to the extent necessary to comply with your legal requirements.

 

7.3 Your obligations in relation to Confidential Information shall survive the termination of this Contract.

 

8. Our liability

 

8.1 Nothing in these Terms limit or exclude either party’s liability for:

 

(a) death or personal injury caused by our negligence; or

 

(b) fraud or fraudulent misrepresentation.

 

8.2 Subject to clause 8.1, we will under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Contract for:

 

(a) any loss of profits, sales, business, or revenue;

 

(b) loss or corruption of data, information or software;

 

(c) loss of business opportunity;

 

(d) loss of anticipated savings;

 

(e) loss of goodwill; or

 

(f) any indirect or consequential loss.

 

8.3 Subject to clauses 8.1 and 8.2 , our total liability to you in respect of all other losses arising under or in connection with this Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total Commission paid to you under this Contract.

 

8.4 Except as expressly stated in these Terms, we do not give any representation, warranties or undertakings in relation to our Scheme or the Wordery Products including but not limited to the Links. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law.

 

9. Indemnity

 

9.1 You hereby agree to indemnify and hold us harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable legal fees), and costs (Losses) insofar as such Losses (or actions in respect thereof) arise out of or are based on, or in any way connected with this Contract, including but not limited to:

 

(a) any breach by you of any warranty, representation, or Term contained herein;

 

(b) the performance of your duties and obligations hereunder;

 

(c) your negligence;

 

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

 

(e) the unauthorized use of our intellectual property, including but not limited to our Links or any part of the Scheme;

 

(f) any claim that our use of the Trademarks infringes any third party intellectual property rights; or

 

(g) any claim related to Your Site.

 

10. Communications between us

 

10.1 When we refer, in these Terms, to "in writing", this will include e-mail.

 

10.2 If you wish to contact us in writing, or if any clause in these Terms requires you to give us notice in writing, you can send this to us by e-mail or by post (at your cost) to Magpie Investments Limited at Rowan House, Cherry Orchard North, Kembrey Park, Swindon, SN2 8UH / affiliates@wordery.com.  We will confirm receipt of this by contacting you in writing, normally by email.

 

10.3 If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you provided at the commencement of this Contract or as subsequently advised. Notice to you at this address is deemed sufficient regardless of your receipt of such e-mail.

 

11. Other important terms

 

11.1 You and Wordery are independent contractors, and nothing in this Contract 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.

 

11.2 Our rights and remedies in these Terms are not mutually exclusive. You acknowledge and agree that damages alone would not be an adequate remedy for any breach of these Terms and that we shall be entitled to seek the remedies of injunction, specific performance and other equitable or injunctive relief for any threatened or actual breach of these Terms and no proof of special damages shall be necessary for the enforcement of this Contract.

 

11.3 We may transfer our rights and obligations under a Contract to another organisation, but this will not affect your rights or our obligations under these Terms. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

 

11.4 This contract is between you and us. No other person shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise save for any approved successors or assigns.

 

11.5 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

 

11.6 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

 

11.7 These Terms and the documents referred to in them constitute the entire Contract between you and Wordery. This Contract supersedes all prior agreements between you and Wordery relating to the Scheme.

 

11.8 We shall not be liable for the legality of these Terms in countries other than the United Kingdom. You are solely responsible for the legality of the use of the Links if you are registered to the Scheme from a country other than the United Kingdom or if Your Site is on a server in a country other than the United Kingdom.

 

11.9 These Terms are governed by English law. If your Scheme application address is outside of the European Economic Area, any dispute which Wordery and you cannot resolve shall, at either our or your request, be referred to arbitration before a single arbitrator appointed by agreement in writing between the parties or (if you are unable to agree on the identity of the arbitrator within 7 days of the request that the dispute be referred to arbitration) appointed by the London Court of International Arbitration (LCIA) on the application of you or us. Any arbitration shall be conducted in London, England in the English language and in accordance with the rules of the LCIA. If your Scheme application address is in the European Economic Area, Wordery and you agree that the courts of England will have exclusive jurisdiction to resolve any dispute arising out of or in relation to this Contract.