Terms of service
Agreement and Statement of Investigation
By completing and sending in our Affiliate’s application form, you are agreeing to enter into a legal agreement with EasyDNA, which contains all of the terms and conditions below and governs your participation in EasyDNA’s Affiliate Program.
You acknowledge that you have read this agreement and agree to all of its terms and conditions.
You acknowledge that you have independently evaluated the desirability of participating in EasyDNA’s Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.
This Affiliate Terms of Service Agreement (the “Agreement”) is made by and between between EasyDNA and you as an Affiliate user of the EasyDNA service (“you”, “your”, ” Affiliate Programme Operator”).
To be an authorized Affiliate of EasyDNA, you agree to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before registering and using the EasyDNA Service as an Affiliate. By signing up for EasyDNA, you indicate your acceptance of this Agreement and its terms and conditions. If you do not accept this Agreement, do not use the EasyDNA Service as an Affiliate.
Terms and Conditions
Throughout this Agreement ‘Affiliate Programme Operator’ and ‘Affiliate’ may also, whenever appropriate, be individually referred to as “Party” and jointly as “Parties”.
Whereas,
a. Affiliate Programme Operator is the owner and operator of EasyDNA and easy-dna.com offering DNA testing services world-wide;
b. The Affiliate is the owner and operator of the internet website as stated in the application form ;
c. Affiliate Programme Operator is desirous to offer his Affiliate Programme to the Affiliate as set out in this Agreement.
d. The Affiliate is desirous to include the Affiliate Site (defined hereunder) to the Affiliate Programme and this in consideration of a commission fee, as set out in this Agreement.
NOW THEREFORE, by virtue of this Agreement, the Parties wish to regulate their relationship and hereby agree as follows:
1. Interpretation
(a) “Affiliate Customer/s” means a customer/s who may from time to time seek, book, purchase and consume a DNA test through the Affiliate Site;
(b) “Affiliate ID” shall be a unique and exclusive number, username, password and PIN provided by the Affiliate Programme Operator to the Affiliate, enabling the Affiliate to access his Affiliate Account as specified in this Agreement;
(c) “Affiliate Site” means the website bearing address stated in the application form owned and operated by Affiliate, through which Affiliate Customer/s may access the services of EasyDNA and search for, request and purchase a DNA test;
(d) “Consumed” shall mean any purchase made by an Affiliate Customer which are effected via the EasyDNA website via the Affiliate Site, confirmed by EasyDNA, not cancelled and effectively used by the Affiliate Customer;
(e) “Link” means the hypertext pointer in the form of a ‘Link or Banner’ identified by its URL designation and Affiliate ID, provided to Affiliate by Affiliate Programme Operator for placement on the Affiliate Site, which when activated through a user interface, directs and forwards an Affiliate Customer to the EasyDNA website.
2. Linking Obligations
2.1 The Affiliate Programme Operator hereby agrees to grant the Affiliate the right to put a Link on the Affiliate Site, subject to the terms and conditions of this Agreement.
2.2 In fulfillment of his obligations under clause 2.1, the Affiliate Programme Operator shall provide the Affiliate with:
(i) An Affiliate ID which shall be unique and exclusive to the Affiliate;
(ii) A choice of Banners linked to the Affiliate ID, which will permit and monitor the link from the Affiliate Site to the EasyDNA website;
2.3 Furthermore, the Affiliate Programme Operator, shall ensure that:
(i) the Affiliate Software, through the Affiliate ID, automatically monitors and records all sessions on the EasyDNA website emanating from the Link in the Affiliate Site;
(ii) the Affiliate Software shall include the facility of placing of ‘cookies’, whereby each Affiliate Customer having accessed the EasyDNA website through the Affiliate Site shall be recorded indicating the Affiliate ID. Each ‘cookie’ shall automatically expire thirty (30) days following its placement on the EasyDNA website. In the event that an Affiliate Customer links the EasyDNA website from an alternative affiliate site other than the Affiliate Site through which it had originally linked the EasyDNA website, the ‘cookie’ shall be overwritten and replaced by a new ‘cookie’ recording the Affiliate ID belonging to the alternative affiliate site (unless having previously expired following the expiration of the above mentioned thirty (30) day period).
(iii) the Affiliate ID shall enable the Affiliate to access at anytime the Affiliate Software and view a report in relation to the transactions carried out by Affiliate Customers.
2.4 The Parties are hereby acknowledging and agreeing that this Agreement is being concluded on a non- exclusive basis and therefore this Agreement shall not preclude the Affiliate Programme Operator or the Affiliate from entering into new/other relationships or maintaining existing relationships with other undertakings operating in the same business of the Parties.
3. Warranties and Representations
3.1 The Affiliate Programme Operator is hereby assuming responsibility for any customer care obligations vis-à-vis the Affiliate Customer/s in respect of any purchases made through the EasyDNA website.
3.2 The Parties are hereby expressly accepting and acknowledging that the Intellectual Property Rights of the EasyDNA website and of the Affiliate Site are the exclusive and absolute property of the Affiliate Programme Operator and Affiliate respectively.
3.3 The Parties hereby warrant to each other to undertake to comply and abide with all provisions of the Data Protection Act and and any such other legislation as may from time to time be in force in the respective jurisdictions of the Parties (in the event that the Affiliate is established in another jurisdiction, the jurisdiction wherein the Affiliate is established) to regulate, determine, promote and protect consumer rights and all matters relating to electronic communications and electronic commerce.
3.5 Nothing in this Agreement or any arrangement contemplated by it will be construed as creating a partnership, joint venture, association, agency, or other co-operative entity between the Parties for any purpose whatsoever. Neither Party will have the power nor the authority to bind the other Party, or to impose any obligations on it, to the benefit of any third party, and neither Party will purport to do so or hold itself out as capable of doing so in relation to the other Party.
3.6 No assignment or transfer may be made by the Affiliate, in part or in whole, of any of its rights obligations under this Agreement.
4. Obligations of the Parties
4.1 The Affiliate shall bear all costs and responsibilities related to the development, operation, and maintenance of the Affiliate Site, and the Affiliate Programme Operator is excluded from any responsibility whatsoever in this respect.
4.2 The Affiliate shall ensure that the Affiliate Site shall not contain any content that is illegal, obscene, pornographic, profane, fraudulent, libelous or defamatory, or any advertisements and/or any links to services and/or websites containing and /or promoting and/or soliciting and /or selling illegal, obscene, pornographic, profane, fraudulent, libelous or defamatory material.
4.3 The Affiliate is hereby acknowledging and accepting that in case of a breach of the previous Clause 4.2, the Affiliate Programme Operator shall be entitled to, immediately, and without prior notice, annul the Affiliate ID and severe the Link from the EasyDNA website. In such event this Agreement shall be deemed as having been terminated by the Affiliate Programme Operator with immediate effect.
4.4 The Affiliate Programme Operator shall have the exclusive right and responsibility to handle all customer care service issues arising from purchases affected through the EasyDNA website made by any Affiliate Customer. Provided however, that the Affiliate shall remain solely responsible for any misrepresentations or misleading information on the Affiliate Site or for other violations of this Agreement.
5. Commission
5.1 The Affiliate hereby agrees that any and all payments relative to any purchases entered by any Affiliate Customer/s through the EasyDNA website will be effected directly to and received by the Affiliate Programme Operator including without any limitation to the foregoing any fees, charges and/or commissions.
5.2 Upon confirmation of any purchase effected and fully paid up by the Affiliate Customer through the EasyDNA website, the Affiliate Programme Operator shall send via email to the Affiliate confirmation of the order. Provided however that such ‘confirmation’ shall not automatically entitle the Affiliate to any fee or commission until the purchase is deemed to be consumed.
5.3 The Affiliate shall be entitled to a commission of ten percent (10%) of the total value of any purchase made by any Affiliate Customer through the EasyDNA website and Consumed by the Affiliate Customer. The Affiliate shall not be entitled to any commission for any purchases which are subsequently cancelled, are not consumed, or not fully paid by the Affiliate Customer.
5.4 If the commission due by the Affiliate Programme Operator in any given calendar month during the term of this Agreement exceeds the sum of one hundred dollars ($ 100), at the end of such calendar month, the Affiliate shall invoice the Affiliate Programme Operator for the commission due for any bookings Consumed by Affiliate Customers, as per booking statistics available to Affiliate on the Affiliate Software as accessed by the Affiliate ID. In this case, the Affiliate Programme Operator shall pay the Affiliate the commission due for the previous calendar month.
5.5 Without prejudice to Clause 6.6, if the commission due by the Affiliate Programme Operator in any given calendar month during the term of this Agreement does not exceed the sum of one hundred dollars ($100), the Affiliate shall not have the right to invoice the Affiliate Programme Operator and the Affiliate Programme Operator shall not be obliged to pay such commission to the Affiliate immediately. However, such commission shall remain due and shall be taken forward to the following calendar month or months, and the Affiliate Programme Operator shall only be obliged to pay the commission due to the Affiliate when the commission amounts to not less than the one hundred dollars ($100) as per clause 5.4. Payment of commission shall be effected at the end of any calendar month in which the commission due is equal to, or exceeds the abovementioned sum as established in the previous clause 5.4. Provided however, that the Affiliate Programme Operator shall only be obliged to effect such payment after the issuance by the Affiliate of an invoice in terms of Clause 5.4.6
5.6 A copy of each confirmed order will be sent to the Affiliate by email to the Affiliate’s email address as indicated in the application form.
6. Term
6.1 This Agreement shall come into force on the date of execution of this Agreement and shall remain in full force and effect for a period on one (1) calendar year, and shall be automatically renewed for further periods of one (1) calendar year; unless earlier terminated pursuant to the relevant clauses of this Agreement.
6.2 The Parties reserve the right to unilaterally terminate this Agreement, without cause, without need of judicial recourse and with immediate effect after giving notice to the other Party either via email:
If to Affiliate Programme Operator : info@easydna.com.au
If to the Affiliate: Email stated in the application form
6.3 Termination of this Agreement by pursuant to Clause 6.1 shall be without prejudice to any claim for damages or other remedy to which the Parties may be entitled either at law or under this Agreement.
6.4 The terms and conditions of this Agreement which impliedly survive its termination, including but not limited to payment obligations and indemnity shall so survive.
6.5 Upon termination of this Agreement, the Affiliate shall remove from its Website, the Link and any other reference whatsoever to the Affiliate Programme Operator, EasyDNA and/or this Agreement.
6.6 Upon termination of this Agreement, Affiliate Programme Operator binds itself to pay to the Affiliate any balance of commission due at the time irrespective of the threshold on amounts set out in Clause 5.4 hereof.
6.7 Neither of the Parties shall divulge or communicate to any person (other than above those whose province it is to know the same or with proper authority) or use or exploit for any purpose whatever any of the trade secrets or confidential knowledge or information or any financial or trading information relating to the other Parties and/or which the relevant Parties may receive or obtain as a result of entering into this Agreement; and each of the Parties shall use its reasonable endeavours to prevent its employees from so acting. This restriction shall continue to apply after the expiration or sooner termination of this Agreement without limit to point of time but shall cease to apply to information or knowledge which may properly come into the public domain through no fault of the Parties so restricted.
7. Jurisdiction & Governing Law
7.1 Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, or any dispute, controversy or claim relating to any right or obligation based thereon or related thereto, the Parties shall, in the first place, endeavour to settle such a dispute, controversy or claim by means of negotiations.
Provided that should, within fifteen (15) days of the commencement of the dispute, controversy or claim above-mentioned, the Parties fail to reach mutual agreement, either Party shall be bound to refer said dispute, controversy or claim immediately and exclusively to the an Arbitration Centre to be decided to by both parties.
7.2 This Agreement shall be governed, construed and interpreted under the Laws of the United States.