Terms and Conditions

SERVICE AGREEMENT FOR AFFILIATES:

To become a member of Rupiz Media you are required to read and understand these terms and conditions. By signing up for this service you indicate your acceptance of this agreement.

This Service Membership Agreement (the "Agreement") is made by and between Rupiz Media (hereinafter referred as “We”, “Us”, “Our”) Parade House, 135, The Parade High Street, Watford, Hertfordshire, WD17 1NS and Affiliate, as user of the Rupiz Media service ("You", “Your” or "Member").

The regulations, terms and conditions contained herein represent the complete, final and exclusive agreement between Rupiz Media and the Member, and supersede all prior agreements, representations and understandings between RUPIZ MEDIA and the Member, if any and shall replace any terms and conditions previously notified to You.

The Member acknowledges that if any provision of this Agreement conflicts with any other rule, regulation, term or condition of the Site, the terms and conditions of this Agreement shall govern.

WHEREAS RUPIZ MEDIA is operating this service, whereby RUPIZ MEDIA shall provide the affiliate(s) with its services, which include access to the RUPIZ MEDIA’s online platform as an affiliate, access to its network of merchants to promote Merchant(s) goods/services and assistance with the calculation of commissions due from the Merchant(s).

AND WHEREAS affiliate is interested in joining the network of RUPIZ MEDIA for the said service in order to earn commissions and thereby generate revenue by transferring visitors from their own Affiliate Websites to Merchant Websites without themselves selling goods/services.
Definitions:
In this Agreement unless the context otherwise requires the following words and expressions shall bear the following meanings:

AFFILIATE-     "Affiliate" means the individual person, partnership, company or other entity entering into this Agreement with RUPIZ MEDIA. Affiliate is the party who earns revenue in the form of commissions by advertising merchants’ goods and/or services on its website.  

COMMISSION: "Commission" means the rate of commission paid by the Merchant to the Affiliate for transactions resulting in a sale, lead or click (as the case may be) for a particular product or service;

INTELLECTUAL PROPERTY RIGHTS: "Intellectual Property Rights" means all trade marks (whether registered or unregistered), logos, trade names and copyright and other similar rights (whether now known or in the future created) both in the United Kingdom and all other countries of the world;

MERCHANT: "Merchant" means the person, company, partnership or other entity participating in the Service for the purposes of selling or promoting its goods and services and who shall reward RUPIZ MEDIA and Affiliates for the leads, clicks and/or sales as the case may be received as a result of links being placed on the Affiliate site;

MERCHANT LINKS: "Merchant Links"means the hyperlinks in whatever format, specified by or agreed with the Merchant, which are placed on the Affiliate site and link to a Merchant site;

SALE: “Sale” means when a visitor of the affiliate website via a click accesses the website of the merchant and then enters into any agreement to purchase any services and/or products as a result;

LEAD: “Lead” means a verified lead where a visitor as a result of a click, completes the information required on the linked website (of the merchant) and consents to it being processed;

CLICK: “Click” means a click through on an advertisement that takes the user to the merchant’s website and is viewable to the visitor.

FRAUDULENT SALES, LEADS AND/OR CLICKS means any apparent Clicks, Leads, Sales and/or Repeat Sales in relation to any particular advertisement which RUPIZ MEDIA at its sole discretion determines are not genuine for the reasons including but not limiting to intentional attempts to generate commissions by creating sales, leads and/or clicks using robots, frames, iframes, scripts or manually refreshing of pages.

VISITORS: "Visitor" means any person, web surfer or user that clicks on a Link.

Commencement and Termination:
This Agreement shall come into force upon your acceptance as an Affiliate and shall remain in effect until terminated by giving five days written notice by either party to the other party.

RUPIZ MEDIA reserves the right to terminate and/or suspend this Agreement at any time without any written notice due to a number of reasons. These include (without limitation):
1. Breach of the terms of this Agreement by You and if the breach is capable of remedy, You have not remedied the breach within 7 working days of receiving a written notice requiring the breach to be remedied.
2. Reasonably appearing to RUPIZ MEDIA that you are involved in money laundering and/or any other criminal activity which may adversely affect RUPIZ MEDIA, other Affiliates/Publishers and/or other Advertisers.
3. Your entering into voluntary or compulsory liquidation, having a receiver, administrator or administrative receiver appointed over all or any of Your assets, or facing any similar action in any jurisdiction.
4. Any attempted fraud or fraud will result in the termination of this agreement with immediate effect without any written notice and no commissions will be paid for fraudulent sales, leads and/or clicks.

Consequences of Termination:
1. An affiliate shall immediately cease to display any advertisements relevant to this agreement.
2. The termination of this Agreement shall not limit the enforceability of any of the rights or obligations of the parties that accrued before the termination date.
3. The Affiliate shall acquire no rights following the termination of this Agreement to use Intellectual Property Rights of RUPIZ MEDIA or the Merchants including domain names or any text, or images, banners or any other works created by or for RUPIZ MEDIA or the Merchants.

Changes to the Agreement/Service:
The right to change, modify, add or remove portions of this Agreement at any time is reserved by RUPIZ MEDIA and it may add to, change, suspend or discontinue any aspect of the Service at any time. In either such case RUPIZ MEDIA will notify Members via e-mail, newsletter or the RUPIZ MEDIA Web site of such changes, at which time Members may either agree to such changes or withdraw from the Service.

If Affiliate fails to inform RUPIZ MEDIA in writing that it does not agree to the proposed changes within 10 days of the date of notification, affiliate shall be deemed to have accepted the new terms of the agreement, which shall then become binding on the parties.

Fee:
RUPIZ MEDIA will not charge any sign up fee and/or any set up fee from You. You are not even liable to pay any monthly costs.

Validation and Void Sales:
The merchant shall have 7 working days to validate/cancel the sales and/or leads, as the case may be. All sales and/or leads will be validated by RUPIZ MEDIA if not cancelled by the merchant within 7 working days of the occurrence of the transaction.
All statistics are collected and calculated by RUPIZ MEDIA and will be the only valid stats used for determining commissions.
You will be paid commissions for the clicks and/or for the validated sales and/or leads as the case may be.

Multiple Merchant’s programs:
An affiliate at its own discretion can run multiple merchant’s programs. The affiliates can choose merchants from the following geographic locations;
United States
United Kingdom
Europe
India
An Affiliate will have separate accounts for the merchants located in different territories but will have only 1 account for different merchants in the same territory.

Payment:
You will receive Commissions for sending a Merchant the validated sales, leads, and/or clicks via Your Links. In order to place Links, You must first be approved by a Merchant to become an Affiliate of that Merchant’s program.
You will receive the Commissions through RUPIZ MEDIA in the 3rd week of the subsequent month subject to the receipt of the payment from the Merchant. In case, for any reason, the payment is withheld and/or delayed by the Merchant, RUPIZ MEDIA will not be responsible or liable to make the payment to you.

An affiliate will be paid in the currency applicable to the merchant’s territory whose program affiliate has joined as mentioned below:

Merchant’s territory	Applicable Currency
USA	USD
UK	GBP
Europe	Euro
India	INR

You will be paid if you have supplied the following information: full name, company name (if appropriate), full address, full bank account details, and a valid VAT number (where appropriate).

The minimum payment amounts are as follows:

a. USD 40
b. GBP 20
c. Euros 15
d. Rs. 500
Any commissions earned will be carried forward if any of the above conditions are not met.
Money credited to your account does not accrue interest.
You are liable for the applicable Bank/Wire transfer charges in case of international payments.
 
RUPIZ MEDIA reserve the right to withhold payment for any reason including, but not limited to, suspicion of fraudulent activity.

If due to an administrative/clerical error, RUPIZ MEDIA pays to you more than the amount due in any month then the amount of the overpayment shall be a debt due from you to RUPIZ MEDIA and will be deducted against your future earnings.

Merchants may change or discontinue commission payments at any time. You are responsible for determining if a Merchant has changed or discontinued the commission payment for a Link you have placed on your site. The Merchant is responsible to inform you of any such changes.
RUPIZ MEDIA will use its reasonable endeavours to provide email support for the Service.
A monthly invoice will be raised (inclusive of VAT and/or Service tax) where appropriate) and will be made available for download from the RUPIZ MEDIA web site.

Fraudulent sales, leads and/or clicks:
Fraud is a serious offence, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or clicks-through using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of creating commissions.
No Commissions [or Charges] shall be payable in relation to any fraudulent sales, leads and/or clicks.
The decision of RUPIZ MEDIA as to whether any Clicks, Leads, Sales and/or Repeat Sales are fraudulent shall be final and binding on all parties.
The affiliate shall not directly and/or indirectly arrange, procure and/or contribute to the occurrence of any fraudulent sales, leads and/or clicks.

Registration:
To sign up as a Member of RUPIZ MEDIA and to use the Service as an Affiliate Partner You must be at least 18 (eighteen) years of age.
The adult sites, or sites that display adult banners, sites that promote or condone violence, discrimination, bigotry or hatred, or sites that promote any illegal activity including (but not limited to) warez, cracking, rom or emulator sites or hacking sites are not allowed to participate.
You agree that You have read the documentation for the Service and understand its features and rules.
You shall provide RUPIZ MEDIA with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive Members or other users as to Your true identity.

Copyright / Trade-marks:
RUPIZ MEDIA owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the service or software necessary for the service. The Affiliate does not acquire any rights or licences whatsoever under this Agreement other than to use links to Linked Websites in accordance with the terms of this Agreement.
Limitation of Liability:
The Service, its use and the results of such use are provided "AS IS" and on an “AS AVAILABLE” basis. Neither party shall be liable to the other for any indirect, consequential or special damages or economic loss which shall include loss of profits, infringements on data or loss of data on the information handling system, business, contracts, revenues, commissions, goodwill or anticipated savings even if the same were foreseeable.
Nothing in this section shall exclude or limit the liability for death or personal injury resulting from the negligence of that party.

Indemnity:
The Affiliate shall indemnify, defend and hold harmless RUPIZ MEDIA and its affiliates, directors, officers, employees and agents from any and all liability, damage or expense(including reasonable legal fees) against any claims for damages or other claims for compensation arising from the contents of the Affiliate's website or any incorrect information given to RUPIZ MEDIA by the Affiliate. The Affiliate shall also compensate RUPIZ MEDIA for any other damages or costs caused by the Affiliate's improper, negligent or unauthorised use of our service and technical problems or loss of data caused by the Affiliate on RUPIZ MEDIA’s website or on any website to which the Affiliate is linked by RUPIZ MEDIA.
Except as stated otherwise in this agreement, RUPIZ MEDIA shall indemnify, defend and hold harmless affiliates, its directors, officers, employees and agents from and against any and all liability, claims, losses, damages, injury or expenses (including reasonable legal fees) brought by a third party arising out of a breach or alleged breach of any of the RUPIZ MEDIA’s representations made in this agreement.

Disclaimer of Warranties:
RUPIZ MEDIA does not warrant that its hardware or software (technology) will be free from fault or error but shall use all reasonable endeavours to rectify any fault or error as soon as possible following detection. RUPIZ MEDIA specifically disclaims any warranty that there are no viruses or other harmful components, that security methods employed will be sufficient or regarding correctness, accuracy or reliability.

Confidentiality:
Each party agrees that it will keep confidential and not use except for purposes contemplated by this Agreement, all information relating to the Services and all confidential business information regarding the other party, which may be disclosed to the other party for business purposes or which it comes to know during the course of the business except:
1. Where such information is public knowledge.
2. Where it was known by the receiving party prior to the disclosure thereof by the other party
3. Where such information is disclosed to the receiving party by the third party legally entitled to make such disclosure without violation of any obligation of confidentiality
4. Where such information is required to be disclosed by law but in such event, only to the extent required to be disclosed and only after the written notification to the other party so as to provide the other party with an opportunity to seek a protective order to protect its confidential information.
Each party acknowledges that breach of this provision by it would result in irreparable harm to the other party, for which money damages would be an insufficient remedy and therefore the other party shall be entitled to seek injunctive relief to enforce the provisions of this section.

Assignment:
Neither the rights nor the obligations arising under this Agreement are assignable or transferable by you, and any such attempted assignment or transfer shall be void and without effect except that either party may without the other party’s consent, assign this agreement or any of its rights or delegate any of its duties under this Agreement to any purchaser of all or substantially all of such party’s assets or to any successor by way of merger, consolidation or similar transaction. Subject to the foregoing, this agreement will be binding upon, enforceable by and to the benefit of the parties and their respective successors and assigns.
RUPIZ MEDIA reserves the right to assign its rights and/or obligations under this agreement without your consent.

Third Party Beneficiaries:
The parties do not intend that any term of this agreement shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this agreement.
Headings:
The headings of this agreement are included for ease of reference only and will be disregarded in interpreting or construing this agreement.

Independent Contractors:
Affiliates and RUPIZ MEDIA are independent contractors under this agreement and nothing herein shall be construed to create a partnership, joint venture, franchise or agency relationship between the affiliate and RUPIZ MEDIA. Neither party has any authority to enter into agreements of any kind on behalf of the other party.

Force Majeure:
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labour conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

Data Protection:
RUPIZ MEDIA undertake to abide by the Data Protection Act 1998, which ensures the proper protection of all the information collected from you. RUPIZ MEDIA will handle all your information, provided in the course of correspondence to epuplemedia, strictly in accordance with the guidelines as laid down in this Act. The details provided to RUPIZ MEDIA will be used for the purposes of which such information is provided to RUPIZ MEDIA.

You agree to comply with all data protection laws, privacy laws and/or any other applicable laws for the time being in force.
You consent to the publication of Your personal data on the Website to the extent reasonably necessary to allow RUPIZ MEDIA to provide the Services in accordance with this agreement.
You agree to be contacted by RUPIZ MEDIA and/or other group companies of RUPIZ MEDIA, to whom this information is provided by Us through email, telephone or text, concerning new merchant programmes and/or any other services which we consider to be of interest to you.

Waiver:
No waiver by RUPIZ MEDIA of any breach of this Agreement shall be considered as a waiver of any subsequent breach of the same provision or any other provision.

Severability:
If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the affected provision shall be unaffected and shall remain in full force and effect.

Law and Jurisdiction:
This agreement complies with appropriate UK legislation.

The Laws of England govern this agreement at all times. All parties are bound to the jurisdiction of the English Courts for the settlement of any disputes or claims that arise from participation in this service or in connection with this agreement

General:
1. It is Your responsibility to safeguard Your Password. You must not disclose it to any third party for any reason. You must exercise all possible care to prevent Your Password from being disclosed to and/or used by any third party/person. You agree to be responsible for all instructions and orders entered and/or made using Your Password and all such instructions and orders shall be deemed to be made by You.

2. You acknowledge the risk, when using the Internet, other network communication facilities, telephone and/or any other electronic means to communicate, that data (including personal data), the Website and/or the Services, may be accessed by and/or interfered with unauthorised third parties.

3. RUPIZ MEDIA is only a platform for the occurrence of the transactions between the merchant and the affiliates so it does not guarantee and/or procure the performance by a merchant of its obligations towards the affiliate under this agreement.

4. You can place the merchant’s banners or links within your newsletters, in content of your website or anywhere on your site as you see fit, or within non-spam emails. You can also remove the Merchant Links on Your site and in your email messages at your discretion.

5. International affiliates can also participate in the RUPIZ MEDIA service provided they have a bank account which accepts International Payments.

6. A link to a non-epurplemedia.co.uk Website does not mean that RUPIZ MEDIA endorses or accepts any responsibility for the content or the use of such Website and You shall solely be responsible for determining the Privacy Policy and Terms & Conditions of the site before use.

7. You cannot refer yourself as a Merchant with RUPIZ MEDIA and receive commission.

8. If the merchant has specified that its advertisement is only to appear on particular websites, the affiliate shall only publish such advertisements on its websites which have been nominated by the relevant merchant.

9. RUPIZ MEDIA shall pay commissions to the affiliates as and when they receive the commissions from the relevant merchant (within the given time frame). RUPIZ MEDIA will not be personally liable to the affiliate in the event of non payment by the merchant.

10. The Affiliate shall be the registered owner of the domain name directly identifying the Affiliate Website.

11. The Affiliate shall provide the URLs of the websites which will be hosting the links of the merchant’s websites. They shall send a monthly update of the increase/decrease in the number of the said URLs. In the event of non-sending of the said report/update by them for any particular month, the previous report/statement shall be applicable in the given month.

12. The affiliate shall provide ePM with the ‘Certificate of Incorporation’ of the Company from the Companies House.