Affiliate Program Terms and Conditions

By entering into this Agreement ("Agreement") you ("Affiliate") are agreeing, for yourself or as an authorised signatory on behalf of a legal entity, to be bound by the following terms and conditions that regulate the provision of the following services to SDL plc, a UK public company with its registered offices at Globe House, Clivemont Road, Maidenhead, Berkshire, England, SL6 7DY ("SDL"): Marketing and promoting the sale of SDL software subscription Products ("Products" as further defined below) to potential and existing End Users (as defined below) via your web site but not in any other way, manner or form unless previously agreed in writing with SDL."

Definitions

"Documentation" means technical manuals relating to the end use of the Products.

"End User" means a third party licensed to use the Products and not for redistribution.

"End User Agreement" means SDL's then End User Terms and Conditions pursuant to which an End User may use a Product marketed through the Affiliate.

"Products" means SDL Desktop Translator and SDL Chat Translator and such other products from the range of products developed or to be developed by SDL as may be agreed between the parties to this Agreement.

"Quarterly Period" means three (3) calendar months from start of End Users subscription period.

"Annual Period" means twelve (12) calendar months from start of End Users subscription period.

"Term" shall mean the period commencing from the date on which this Agreement is accepted by you until the date terminated by either party in accordance with the terms of this Agreement

Conditions of agreement

During the Term and subject to the terms and conditions of this Agreement, SDL hereby grants to the Affiliate, and the Affiliate hereby accepts the non-exclusive right to market the Products via its website or websites. The Affiliate shall not (nor shall it permit any third party to):-

  1. translate, modify, adapt, enhance, extend, decompile, disassemble or reverse engineer the Products; or
  2. use the Products to provide any facility management or bureau service or otherwise use the Products to process the data of any third party.

The Affiliate shall use reasonable efforts to actively promote the Products, and shall maintain the formal name of the Products (with appropriate trademark designations) in all advertising and other printed materials relating to the Products. SDL reserves the right, without ascribing any reason therefore, to require the Affiliate to discontinue use of any promotional, advertising or other materials referring to SDL, Freetranslation.com or the Products.

Commission details

  1. SDL Desktop Translator. Commission per sale of US$10 for an Annual subscription. US$2.50 for a Quarterly subscription. US$20 per sale for a three (3) year subscription.

  2. SDL Chat Translator. Commission per sale of US$12 for an Annual subscription. US$3 for a Quarterly subscription.

  3. The commission payable refers only to the initial payment by the End User and not to any subsequent renewal payments.

  4. Commission will be payable on accredited sales to End Users for thirty (30) days from the first date that the potential End User clicks-through to the relevant Product webpage, subject in all cases to the potential End User having cookies enabled on their PC.

  5. SDL reserves the right to limit or add to the Products the Affiliate is able to market from time to time.

  6. Each Affiliate will be given a unique link ID allowing sales from their websites to be tracked.

  7. Commission will become payable on a sale to an End User only when the subscription period from the date of accredited sale of a Product to an End User, attributable to the Affiliate, exceeds sixty (60) days without cancellation by the End User. Outstanding commission will then be paid on a monthly basis "in arrears" posted by the 15th day of the following calendar month. Commission will only be paid when it exceeds $100 or at the time of termination.

  8. On termination of the agreement any outstanding commission will be paid subject to the following terms. If the outstanding commission, on termination of the agreement, is less than US$100 a deduction of US$25 will be made from the commission before payment. If the outstanding commission, on termination of the agreement, is less than US$25 no commission will be payable.

  9. Payment will be made by International Monetary Order (IMO) by post to the name and address given by the Affiliate at registration.

  10. SDL shall be the sole and final arbiter on matters associated with the rights of any Affiliate to receive commission and the dates when such commission is properly due .

Representations

The Affiliate shall not make

  1. any representation or warranty whatsoever on behalf of SDL;
  2. any representation or warranty concerning the quality, performance or other characteristics of the Products other than those which are consistent in all respects with, the description of the Products provided on their respective web pages www.desktoptranslator.com and www.chattranslator.com
  3. any commitment to modify any of the Products.

Software patches as required will be posted on the appropriate End User's account webpage.

The price charged by SDL for licences of the Products during the Term of this Agreement shall be the then prevailing SDL published price for the version of the Product (or upgrade of the Product) ordered by End User.

Proprietary information and non-disclosure

  1. SDL retains ownership of all intellectual property rights (including, but not limited to, patents, copyrights and trademarks) in and relating to the Products. The Products, the Documentation and other proprietary information provided by SDL to the Affiliate hereunder contain and constitute trade secrets, information and data proprietary to and copyrighted by SDL. Neither the Affiliate nor employees of the Affiliate shall cause or allow such information or data to be disclosed to third parties or duplicated except as expressly allowed in this Agreement.

  2. The Affiliate acknowledges and agrees that the unauthorised disclosure, use or copying of the Products may cause SDL serious financial loss. Accordingly, in the event of any unauthorised disclosure, use or copying of the Products, the Affiliate agrees that SDL shall have the right to obtain injunctive or other relief in addition to any other right to damages or compensation available to SDL.

  3. The Affiliate may use the trademarks, trade names, service marks and logos that relate to SDL or the Products (the "Marks") solely in connection with this Agreement provided that the Affiliate clearly identifies SDL's ownership of such Marks. The Marks remain the exclusive property of SDL and the Affiliate will not register the Marks or take any action that jeopardises SDL's proprietary rights in the Marks. The Affiliate agrees to co-operate with SDL's instructions and quality control procedures relating to the Marks and shall only use the Marks in unaltered form. SDL reserves the right to require the Affiliate to discontinue use of any advertising or marketing materials relating to SDL, the Marks or the Products.

  4. Both parties represent and warrant that they have the right to enter into this Agreement. SDL warrants that the then current, unmodified version of the Products will substantially perform the functions or generally conform to the then current version of their published Documentation. If it is determined that the Products do not perform as warranted, SDL's only responsibility will be to use reasonable efforts, consistent with industry standards, to cure the defect. SDL does not represent that the Products are error free or will satisfy all of the Affiliate's or its End User's requirements. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, VERBAL, STATUTORY OR OTHERWISE, AND WHETHER ARISING UNDER THIS AGREEMENT OR OTHERWISE ARE HEREBY EXCLUDED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OR QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SDL SHALL NOT BE BOUND BY OR LIABLE FOR ANY REPRESENTATIONS OR WARRANTIES, WHETHER WRITTEN OR ORAL, WITH RESPECT TO THE PRODUCTS MADE BY THE AFFILIATE OR ITS AGENTS, EMPLOYEES OR REPRESENTATIVES.

  5. IN NO EVENT SHALL SDL BE LIABLE TO THE AFFILIATE OR ANY OTHER PARTY, WHETHER IN CONTRACT OR TORT, FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE OR DATA), THAT MAY ARISE FROM THE USE, OPERATION OR MODIFICATION OF THE PRODUCT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED.

  6. The foregoing limitations on liability shall not apply to any liability for damages arising from death or personal injury to the extent that such is due to negligence of SDL, its employees or authorised agents.

Indemnification

SDL, at its expense, shall defend any action brought against the Affiliate to the extent that it is based on a claim that any Product infringes a third party's copyright or a patent. SDL shall pay all damages and costs finally awarded against the Affiliate in such action, provided that SDL is notified in writing of the existence of such claim against the Affiliate within seven (7) days of the Affiliate's first learning of the same; and provided that SDL is given full authority to control the defence, costs and settlement of the claim and that SDL receives reasonable co-operation and assistance from the Affiliate. SDL will not be obliged to defend or otherwise indemnify the Affiliate in any lawsuit or as to any claim which arises from or relates to any combination of the Product with another Product not supplied by SDL, or if such claim is based upon a use of the Product for a purpose for which it was not designed or if the Product has been modified by any party other than SDL. In lieu of the foregoing indemnification obligations, SDL shall have the option, at its expense, either to procure for an End User the right to continue using the Product or to replace or modify the Product so that it is no longer infringing. The foregoing states the entire obligation of SDL with respect to the infringement of intellectual proprietary rights of any third party.

Default and termination

  1. Either party may terminate this Agreement at any time, with or without cause and without notice.

  2. This Agreement may be immediately terminated by SDL if:

    1. The Affiliate violates any of the conditions in this agreement;
    2. The Affiliate shall cease business, commence bankruptcy proceedings or have bankruptcy proceedings commenced against it, be adjudged bankrupt or insolvent or commit any other act of bankruptcy;
    3. there is an attempt by the Affiliate to assign this Agreement or any right or obligation hereunder without SDL's prior written consent.

Any expiration or termination of this Agreement shall not prejudice, limit or restrict any other rights or remedies either party may have arising prior to such expiration or termination

Miscellaneous

  1. This Agreement shall be governed and construed in accordance with English law and the Affiliate hereby submits to the exclusive jurisdiction of English courts in connection with the determination of all disputes arising under this Agreement.

  2. Each provision of this Agreement is severable from the entire Agreement, and in the event that any provision is declared invalid or unenforceable, that provision shall be amended if possible to be enforceable, but in any event, the remaining provisions hereof shall remain in effect.

  3. Any party hereto may from time to time, by notice in writing (namely e-mail) served upon the other party as aforesaid, designate a different e-mailing address or a different person to which following such service all further notices or demands are thereafter to be addressed.

  4. The parties shall be deemed for all purposes to be independent contractors. This Agreement shall not constitute either party to be the employee, legal representative or agent of the other, nor shall either party have the right or authority to assume, create or incur any liability or any obligation of any kind, express or implied, against or in the name of or on behalf of the other party.

  5. Neither party shall at any time solicit, or seek to solicit, the services of any of the other party's employees for the purposes of providing or carrying out the business transactions that may arise as a result of this Agreement, or any other similar services. This restriction will commence with the signing of this Agreement and will survive termination; however this may occur, by a period of one (1) year.

  6. No waiver by either party of any default shall operate as a waiver of any other default or of a similar default on a future occasion. No waiver of any term or condition shall be effective unless in writing and signed by the party against whom enforcement of the waiver is sought. Neither party shall be responsible for any failure to perform any obligation hereunder (except a failure to pay) due to causes beyond its reasonable control.

  7. This Agreement is the complete and exclusive statement of the understanding between the parties and supersedes all prior agreements and representations between them relating to the subject matter of this Agreement.

  8. Amendments to this Agreement shall not be effective unless they are in writing and signed by authorised representatives of both parties. The Affiliate may not assign this Agreement or any of its rights, interests or obligations hereunder. SDL may assign or charge all or any of its rights, or interests or obligations under this Agreement to any third party, provided that the obligations of SDL under this Agreement continue to be carried out either by SDL or such third party.