Associate
Agreement
Candor
Technologies Associate Network Agreement
This Associate
Agreement (hereinafter the Agreement) contains the terms and conditions
that apply to an individual's or company's participation in the
Candor Technologies Associate Network (the "Associate Network").
- DEFINITIONS:
As used in this
Agreement,
1.1. "we" means
the Candor Technologies Associate Network as operated by Candor
Technologies (Pty) Ltd, a company incorporated in terms of the laws
of South Africa with its principal place of business in Princess
street, Hout Bay Cape Town
1.2. "you" and
"Associate" means the applicant in terms of the Associate Network.
1.3. "Associate
Network" means the associate's link to the Candor Technologies Associate
Network site locatable at www.e-ddition.co.za,
1.4. "Associate
website " means the applicants website which will link to the Associate
network site at www.e-ddition.co.za
"E-ddition.com
orders and products" mean the E-ddition application offered
by the Candor Technologies Associate Network, and do not include
other personalized products that may be offered on the website by
other vendors.
- The
Associate Network structure
The Candor Technologies Associate Network is intended for
web sites to offer E-ddition to their customers via the E-ddition.com
associate network website.
- Associate
Enrolment
a. To begin the Associate enrolment process, you will review
this Agreement and complete the Associate Application at the end
of this Agreement. We will evaluate your application and will
notify you of your acceptance or rejection. We may reject your
application if we determine (using our sole discretion) that your
site is unsuitable for the Associate Network for any reason, including,
but not limited to, inclusion of content that is in any way promoting
illegal activities, violence, sexually explicit materials, discrimination
based on race, sex, religion, nationality, disability, sexual
orientation, or age. If we reject your application, you are welcome
to reapply to the Associate Network at any time.
b. You may only enrol one associate account per applicant
c. As an Associate, you cannot Sponsor yourself.
d. Once you have become an Associate, you cannot change
Sponsors (unless your Sponsor agrees).
- Scope
of Services
a. The Candor Technologies Assocliate network shall make available,
through a hyperlink to its site on the Internet World Wide Web
located at www.e-ddition.co.za, its products and services to visitors
of the Associate's web site. The Candor Technologies Associate
network will add new products as they may be developed.
b. Candor Technologies shall create, maintain, and manage
all aspects of the Associate Network operation, including the
software and hardware environment and connections to Internet
Providers, subject to the terms of this Agreement.
- Licenses
Candor Technologies grants the Associate, during the term
of this Agreement, a royalty-free, non-exclusive license to establish
the link(s) between the associate site and the associate network
site and to display trade names, trade marks, service marks, products,
and logos upon written approval, not to be unreasonably withheld,
for the purpose of indicating the location of the links and in
connection with the marketing and promotion of the links.
- Intellectual
property rights
Candor Technologies owns all rights, title, and interest to
the technology and all content that make-up the Associate Network
website including any space available for advertising or other
independent revenue producing mechanisms.
- Promotion
Associate agrees to generally promote the Candor Technologies
Associate Network to its clients and users. All such promotional
materials and activities shall be approved by both Candor Technologies
and the Associate before being made publicly available.
- Restrictions
You agree to use the links in the exact format we send them
to you and not to alter, modify or adapt the links in any manner.
You agree not to engage in the practice of "spamming",
or otherwise sending out unsolicited emails to any third parties
in connection with the Associate Program or acting as a representative
or representative of Candor Technologies in any way. Breach of
any of the provisions of this clause constitutes a material breach
of the agreement.
- Order
Processing
Candor Technologies will process orders placed by customers
who follow the designated special links from the associate site.
We reserve the right to reject orders that do not comply with
any requirements that we periodically may establish. We will be
responsible for all aspects of order processing and fulfilment.
Among other things, we will process payments, cancellations, and
returns. We will track sales made to customers who purchase products
in the Candor Technologies Associate Network.
- Sales
and Activity Reports
To permit accurate tracking, reporting, and commission accrual,
you must ensure that the special links between the associate site
and the associate network site are properly formatted. Associate
activity report may be requested by email: associates@E-ddition.com.
If you earn more than R1000.00 in associate commissions, you are
entitled to a monthly associate report.
- Associate
commission and payment
Candor Technologies will track all unique E-ddition orders
placed through the Associate Network site and will pay a commission
of the net E-ddition.com orders revenue paid by the third party
client, as referred by the associate site value; excluding any
applicable taxes, shipping, refunds, reprints, and returns. We
will pay referral fees on transactions that are made by a customer
who visits our site directly (rather than through a special link
from your site), if the customer previously followed a link from
your site to ours, by means of a tracking number assigned to that
customer.
The E-ddition.com orders and packages include the E-ddition application
offered by the Candor Technologies Associate Network, and do not
include any other personalized products that may be offered on
the website by other vendors.
Should an existing associate refer a new Associate client to the
Candor Technologies Associate Network, Candor Technologies Associate
Network will pay a commission of net E-ddition.com order revenue
received by the third party client, excluding any applicable taxes,
shipping, refunds, reprints, and returns as generated by that
newly referred Associate website.
Commissions will be paid on a three monthly basis unless the fees
payable to you are less than R1000.00, whereupon we will hold
those fees until the total commission earned is at least R1000.00
If an order that generated a commission is returned by the customer
for whatever reason, we will deduct the corresponding commission
from your next payment.
- Commencement
and duration
This Agreement will commence upon our acceptance of your Associate
Network application and will continue indefinitely. Either party
may terminate this Agreement at any time, by giving the other
party 30 days written notice of its intention to terminate the
agreement. You are only eligible to earn commission fees on sales
occurring during the period of the agreement and commission fees
earned after the date of termination will remain payable only
if the product orders are not cancelled or returned. We may withhold
final payment for a period of sixty days from termination to ensure
full reconciliation of any amounts still owing to the Associate.
Upon termination of this Agreement, Associate agrees to remove
their hyperlink to E-ddition.com within five (5) business days.
- Modification
We may modify any of the terms and conditions contained in
this Agreement, including percentages for associates and sponsors,
at any time and in our sole discretion without notice to the associate,
by posting a change notice or a new agreement on our site. Modifications
may include, for example, changes in the scope of available commission
fees, fee schedules, payment procedures, and Associate Network
rules. If any modification is unacceptable to you, your only recourse
is to terminate this agreement. Your continued participation in
the Associate Network following our posting of a change notice
or new agreement on our site will constitute binding acceptance
of the change.
- Confidentiality
and Non-Disclosure
In the performance of this Agreement, Candor Technologies
and Associate may obtain or develop certain information, which
is considered by either party to be proprietary and confidential,
is designated in written form as confidential, which is not generally
known other than by Candor Technologies or Associate, and which
provides commercial advantage to Candor Technologies or Associate.
Confidential information shall not include information that (a)
is now or later becomes generally known to the public (other than
as a result of a breach of this Agreement); (b) is independently
developed by Candor Technologies or Associate; (c) Candor Technologies
or Associate lawfully obtains from any third Party who has lawfully
obtained such information; or (d) is later published or generally
disclosed to the public by Candor Technologies or Associate. Candor
Technologies or Associate shall bear the burden of showing that
any of the foregoing exclusions apply to any information or materials.
Candor Technologies or Associate shall not, without the other
Party's prior written permission, use for any purposes, unless
it is in connection with this Agreement, reveal or make available
to any person any proprietary or confidential information or trade
secrets. Candor Technologies and Associate shall limit access
to proprietary information to those employees and agents to whom
disclosure is necessary for the performance of this Agreement.
- Data
Collection and Privacy
Associate certifies that if Usage Statistics have been collected,
it does not reasonably anticipate that the Usage Statistics shall
be used as a factor in establishing any consumer's eligibility
for (a) credit or insurance used primarily for personal, family,
or household purposes, (b) employment purposes, Company and Associate
agree that the Usage Statistics are not intended to be a consumer
report as used in any legislation or ordinances and that either
Party may terminate this Agreement if the Usage Statistics are
deemed to be such a consumer report.
- Warranties;
Disclaimers
Candor Technologies makes no expressed or implied warranties
or representation with respect to the Associate Network or any
products sold through the Associate Network (including, without
limitation, warranties of fitness, merchantability, non-infringement,
or any implied warranties arising out of a course of performance,
dealing, or trade usage). In addition, we make no representation
that the operation of our site will be uninterrupted or error-free,
and we will not be liable for the consequences of any interruptions
or errors.
- Relationship
of Parties
You and we 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.
- Indemnification
Each Party agrees to indemnify and hold harmless the other
Party and the officers, directors, agents, associates, distributors,
franchisees and employees of the other Party from and against
any and all actions, causes of action, claims, demands, costs,
liabilities, damages, costs and expenses (including reasonable
attorneys' fees) arising out of or related to the other Party's
representations, warranties, or other obligations under this Agreement.
- Limitation
of Liability
The Associate hereby indemnifies the Candor Technologies Associate
Network against any liability in respect of direct or indirect,
special, or consequential damages (or any loss of revenue, profits,
or data) arising in connection with this Agreement or the Candor
Technologies Associate Network, even if we have been advised of
the possibility of such damages.
- Governing
Law; Arbitration of Disputes
This agreement shall be deemed to have been made in South
Africa and the construction validity and performance of this agreement
shall be governed in all respect by the laws of South Africa.
Any disputes between the parties arising under or relating to
this agreement shall be resolved through arbitration, using the
English language and subject to the rules and procedures of the
Arbitration Foundation of South Africa.
Any arbitration may be commenced upon the filing by either party
of a demand to arbitrate. The award rendered by the arbitrator
shall be final and binding upon both parties and shall not be
subject to judicial appeal.
The place of arbitration shall be Cape Town, South Africa.
- Independent
Investigation
YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO 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 WEBSITE. YOU HAVE INDEPENDENTLY
EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE ASSOCIATE NETWORK
AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT
OTHER THAN IS SET FORTH IN THIS AGREEMENT.

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