1.1 This VPN GUN Affiliate Program Agreement (the "Agreement") apply to participants in the VPN Gun Affiliate Program (the "Affiliate Program"). You need to read and accept terms and conditions of the Agreement before joining the Affiliate Program.
1.2 The Agreement is entered into by and between the operator of Affiliate Program (the "Operator") and the participant in the Affiliate Program (the "Affiliate Partner" and together with the Operator, the "Parties").
1.3 Operator – ULTIMA RATIO LTD with office at Wenlock Road 20-22 London N1 7GU, registered in England and Wales (Reg. No. 09865672) - is engaged in providing VPN services (the "Services").
1.4 Operator wishes to engage the Affiliate Partner for the purpose of promoting the Services on the terms and conditions set forth below (the "Promotion of Services").
1.5 Affiliate Partner wishes to promote Services on his websites and on websites of third parties (each, the "Affiliate Website" and collectively, the "Affiliate Websites") and agrees to do so under the terms and conditions of this Agreement.
1.6 Parties declares that they are duly authorized and capable of entering into this Agreement.
1.7 All exhibits hereto which are referred to herein are hereby made a part hereof and incorporated herein by such reference.
The Parties agree that nothing in this Agreement shall be construed as creating a joint venture, partnership, franchise, agency, employer/employee, or similar relationship between the Parties, or as authorizing either Party to act as the agent of the other. The Affiliate Partner is and will remain an independent contractor in its relationship to the Operator. The Operator shall not be responsible for withholding taxes with respect to the Affiliate Partner’s compensation hereunder. Affiliate Partner is responsible for the payment of ALL relevant taxes and public fees related to the Referral Fee earned under this Agreement. The Affiliate Partner shall have no claim against the Operator hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind. Nothing in this Agreement shall create any obligation between either Party and a third party.
3.1 The Affiliate Partner hereby represents and warrants as follows:
(a) The Promotion of Services shall be performed in accordance with and shall not violate any applicable laws, rules, or regulations, and the Affiliate Partner shall obtain all permits or permissions required to comply with such laws, rules, or regulations.
(b) The content comprising the Affiliate Websites is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, and violate any applicable laws, rules, or regulations.
(c) The Promotion of Services shall be performed by the Affiliate Partner or the Affiliate Partner’s staff, and the Operator shall not be required to hire, supervise, or pay any assistants to help the Affiliate Partner perform any activity in connection with Promotion of Services.
3.2 The Operator hereby represents and warrants as follows:
(a) The Operator will make timely payments of any Referral Fees earned by the Affiliate Partner.
(b) The Operator shall notify the Affiliate Partner of any changes to its procedures affecting the Affiliate Partner’s obligations under this Agreement at least three (3) days prior to implementing such changes.
(c) The content comprising the Services is not defamatory, discriminatory, violent, or obscene, does not constitute false advertising, solicit unlawful behavior, and violate any applicable laws, rules, or regulations.
3.3 The Affiliate Partner represents to the Operator and unconditionally guarantees that all text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Affiliate Websites are owned by the Affiliate Partner, or that the Affiliate Partner has permission from the rightful owner to use each of these websites or their elements, and will hold harmless, protect, indemnify, and defend the Operator and its subcontractors from any liability (including attorneys' fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Affiliate Partner. The Affiliate Partner further represents to the Operator that the Affiliate Websites domain names or URL listings does not infringe, dilute, or otherwise violate third-party rights or trademarks.
3.4 All text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Affiliate Websites are the property of the Affiliate Partner or third parties and the Operator has no ownership rights or other intellectual property rights to such items.
3.5 The Operator has the right, but not the duty, to monitor the Affiliate Websites. The Operator has the right to notify the Affiliate Partner of any modification that the Operator reasonably requests be made to the Affiliate Websites in connection with Promotion of Services. If the Affiliate Partner fails to make such modification, the Operator reserves the right to terminate the Agreement immediately on written notice.
The Affiliate Partner shall indemnify and hold harmless the Operator and its officers, members, managers, employees, agents, contractors, sublicensees, affiliates, subsidiaries, successors and assigns from and against any and all damages, liabilities, costs, expenses, claims, and/or judgments, including, without limitation, reasonable attorneys' fees (collectively, the "Claims") that any of them may suffer from or incur and that arise or result from:
(a) any gross negligence or willful misconduct of the Affiliate Partner arising from or connected with the Affiliate Partner’s carrying out of its duties under this Agreement, or
(b) the Affiliate Partner’s breach of any of its obligations, agreements, or duties under this Agreement.
In exchange for the Promotion of Services that results in a sale of the Services (the "Subscription"), the Operator shall pay the Affiliate Partner a referral fee agreed by the Parties.
THE OPERATOR WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND IN CONNECTION WITH THE AGREEMENT. THE OPERATOR'S LIABILITY SHALL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE UNDER THE AGREEMENT.
The Operator makes no expressed or implied warranties or representations with respect to any of the Operator's products or services sold by Affiliate Partner through the Affiliate Websites. The Operator makes no warranties that the operation of the Operator Website will be uninterrupted or error-free during the term of the Agreement.
The Parties represents that during the term of the Agreement and for a period of five (5) years thereafter, will hold in strict confidence and not to use, except for the mutual benefit or as required by law, or to disclose to any person, firm, or corporation without the prior written authorization of other Party, any Confidential Information. "Confidential Information" means any of the proprietary information, technical data, trade secrets, or know-how, including, but not limited to, research, product plans, products, services, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, hardware configuration information, marketing plans, finances, or other business information disclosed by any of Parties either directly or indirectly.
This Agreement shall be governed by the laws of the United Kingdom of Great Britain and Northern Ireland.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law, such invalidity, illegality, or unenforceability will not affect any other provision, and this Agreement will be reformed, construed, and enforced as if such invalid, illegal, or unenforceable provisions had never been contained herein.