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Partner Terms and Conditions DEFINITIONS For the purpose of these Terms and Conditions and any offer made which is subject to these Terms and Conditions, the "Associate" shall be defined as the party offering Mirago plc ("Mirago") Search Services on their site. An "Associate Registration Request" shall be defined as the completed Mirago form sent either electronically or by postal means to Mirago, indicating that an organisation or individual wants to participate in the Mirago Associate Scheme. An "Implementation Acceptance Notification" shall be defined as an electronic or postal notification from Mirago that the implementation on the Associate's site has been accepted and traffic is being recorded successfully. A "Listing" shall be defined as the textual description, title and associated Web Site address prepared by an Advertiser under the Mirago "Sponsored Listing Scheme", which is designed to promote visits to an Advertiser's Web Site. A "Click Through" shall be defined as the event which occurs when the link associated with a Listing is activated by an Internet user, which causes the user to be delivered to the Web Site submitted with the Listing. ACCEPTANCE OF THIS AGREEMENT By registering as a Mirago Associate, you are agreeing to be bound by the Terms and Conditions of this Scheme when Mirago accept your Associate Registration Request. If you do not accept these Terms and Conditions, do not register as an Associate. If you have registered already and do not accept these Terms and Conditions, you should cease to offer Mirago Search Services immediately. MODIFICATION OF THIS AGREEMENT Mirago reserves the right, without liability, to modify these Terms and Conditions by posting the changes in the Associate area on the Mirago website. If you do not accept any such changes to the Terms and Conditions, you should cease to offer Mirago Search Services immediately. BASIS OF THE AGREEMENT The Associate shall offer Mirago Search Services in accordance with these Terms and Conditions which shall govern the Contract to the exclusion of any other Terms and Conditions specified by the Associate. Upon receiving acceptance of the Associate's Registration Request, Mirago shall grant the Associate a non-exclusive, royalty-free licence for the term of this Agreement to display, transmit and promote Mirago Search Boxes, Graphics, HTML, integration source code and search results on the site nominated by the Associate and in the format agreed between Mirago and the Associate in connection with the promotion of search services on the Associate's nominated site(s). No further alteration to this code, search result format or devices shall be made outside that allowed in the Mirago Associate Developer's Toolkit without the written permission of Mirago. The Associate acknowledges that all rights, title and interests in the Mirago Trademarks, Devices and source code granted under Licence to the Associate remain the ownership of Mirago. PAYMENT Any revenue share or payment under this scheme shall commence when Mirago sends to the Advertiser an Implementation Acceptance Notification which denotes that the code has been satisfactorily implemented and traffic is being correctly recorded by Mirago. For the purpose of the Associate scheme, the number of Click Throughs attributed to the Advertiser shall be exclusively calculated from schedules derived from the advertiser log files created within the Mirago Web Site which contain the allocated Associate Number provided by Mirago when the Associate's Registration Request was accepted. Payment to the Associate will be calculated on the basis agreed between the parties and notified to the Associate by Mirago. A commission notification will be sent on a monthly basis showing commission to be invoiced for the previous month. Payment will be made by Mirago within 30 days of the receipt of an invoice together with a matching commission notification. If however the amount due is less than £25, the balance will be carried forward to the following month (and if necessary subsequent months) until the amount due exceeds £25. Your revenue percentage is applied directly to the revenue attributable to your associate number. Bid prices (hence revenue figures) exclude VAT. You will need to charge VAT on top if you are VAT registered. RIGHT TO WITHHOLD PAYMENT AND TERMINATE THE AGREEMENT Mirago at its absolute discretion retains the right to withhold all or part of commission payments due in circumstances where for example there are patterns in traffic which suggests activity to artificially increase the numbers of Click Throughs or any other reason which is similarly against the spirit of the scheme. Mirago at its absolute discretion retains the right to terminate this Agreement at any time without reason. Such reasons may include (but may not be limited to) the Associate using the Service for Illegal or Immoral purposes, the inclusion in the Associate's site of material which is offensive, libellous, abusive or unlawful, or which violates any third party's Intellectual Property Rights or activities by the Associate which are contrary to the spirit of the scheme. The Associate retains the right to terminate this Agreement at any time without reason. SECURITY AND CONTACT DETAILS The Associate undertakes to ensure that any User Name and Password which shall be allocated by Mirago shall be kept secure and confidential by the Associate and shall not be disclosed to or used by any third party. Contact details provided at the time of registration are accessible via the Associate Login and should be maintained by the Associate. Any payment or notification under this Scheme shall be made on the basis of those details. MIRAGO'S LIABILITIES Mirago shall not be liable to the Associate by reason of any representation or any implied warranty, condition or other term, or any duty at common law or under the express terms of the contract, for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential compensation whatsoever and whether caused by the negligence of Mirago, its employees or agents or otherwise which arise out of or in connection with the supply of Search Services or their use or resale by the Associate, except as expressly provided in these Terms and Conditions. WARRANTIES By registering with Mirago as an Associate, the Associate warrants that: LAW Any question relating to any quotation or any contract subject to these conditions or agreed amendment of these conditions shall be determined in all respects by the laws of England and the parties agreed to submit to the non-exclusive jurisdiction of the English Courts. < Back |
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