Axill Affiliate Program Terms and Conditions

This Membership Agreement ("Agreement") is made by and between Axill Europe Limited (Axill) of Quey House, Admirals Way, Marsh Wall, London, E149XG and you (the "Publisher").

Please read this Agreement carefully before using www.Axill.co.uk (the Axill Site). You understand and agree that, by using the Axill Site, you are bound by the terms and conditions of this Agreement. If you do not comply with the terms and conditions of this Agreement, we request you not to use the Axill Site. The terms and conditions of this Agreement are subject to periodic change at Axill's sole discretion.

1. DEFINITIONS

"Advertiser" means a person or company that places links into the Axill Site and agrees to pay the Publisher for promoting his/her products or website via these links.

"Advertiser Site" means the Internet World Wide Web presence operated by or for Advertiser, (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).

"Advertiser Link(s)" means an advertisement in the form of a banner, text link, or storefront displayed on a Publisher Site or in an email or newsletter. When clicked, the link directs the user to an Advertiser Site.

"Advertiser Service(s)" means the product(s) or service(s) offered by the Advertiser through the Advertiser Site.

"Axill Codes" are the HTML (HyperText Markup Language) code and tags provided to the Publisher via the Axill Publisher Manager. These codes are intended to be placed as provided into the HTML of approved Publisher websites.

"Axill Services" means the various related content, links, products and services provided by Axill on or through the Axill Site.

"Axill Transaction" means any Event caused by the action of an End User which is recorded by Axill and written to the Axill Transaction Table.

"Axill Transaction Table" means a table in Axill’s online database that contains information about visitor actions related to Advertiser Links and Publishers.

"Campaign" means a logical grouping of Events through which Advertisers manage their program. For example, a campaign might be called ‘Book Sales’ and include Events which record only sales for books.

"CPM" means the amount paid per one thousand Impressions.

"End User" means a user who clicks to the Advertiser Site from the Advertiser Links.

"Event" means individual actions such as Leads or sales within each Campaign that are tracked and recorded in an Axill Transaction Table.

"Impression" means the display of an Axill Code served by Axill to a Visitor on the Publisher Site;

"Intellectual Property" means all industrial and intellectual property rights existing from time to time including any patents, design rights, registered designs, trademarks, service marks, copyrights, moral rights, trade secrets, know-how, and all applications and registrations therefore, and all goodwill associated therewith.

"Lead" means when a user performs a specified action such as filling out a form, registering, or downloading from an Advertiser’s Site.

"Publisher" means a person or company that agrees to promote an Advertiser’s products or website on the Advertiser's terms in exchange for payment.

"Publisher Site" means the Internet World Wide Web presence operated by or for Publisher, (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).

"Publisher Program" means a pay-for-performance program where a publisher receives a commission for sending a visitor to an Advertiser Site or generating a Lead or Sale.

"Sale" means when an End User purchases an Advertiser Service.

2. Distribution of Axill Codes

2.1 Axill provides suitable Axill Codes to the Publisher to be served on the Publisher’s Site.

2.2 Axill makes reasonable efforts to sell all available advertising space allocated to Axill on the Publisher Site.

2.3 Axill takes utmost care to check the suitable quality of Axill Codes and adopts stringent measures to ensure the scrutiny of illegal, defamatory, controversial or offensive subject matter.

2.4 Axill removes any Axill Code within 24 hours if the Publisher notifies the unsuitability of the Axill Code.

3. CPM Offers

3.1 CPM offers (banners, skyscrapers and leaderboards) must be placed above the fold of the Publisher site's web pages. The Publisher may not run the ad code at the bottom of the pages. We treat as one impression per page, even though you place more than one.

3.2 All CPM statistics shown are subject to auditing.

3.3 CPM payments are made on a weekly basis and the total impressions will be set to zero after the payment.

3.4 Impressions may trail up to 24 hours.

4. Tracking of Events

4.1 Axill provides automated real-time tracking, reporting and analysis of Events on every Axill Transaction recorded for the Publisher.

4.2 Axill provides the Publisher with access to this information by supplying a user name and password. The Publisher is solely responsible for monitoring this information.

5. Responsibilities of the Publisher

5.1 The Publisher must have attained the age of 18 years.

5.2 The Publisher agrees and represents that all information provided for the purpose of enrolling as a Publisher will be accurate, complete and current. Publisher is responsible for keeping contact information up to date, including but not limited to financial information and contact emails.

5.3 The Publisher shall not modify Axill Codes without prior written consent from Axill or the affected Advertiser. Publisher agrees to use the Axill Codes as provided. Publisher may not sell, reuse, or divulges any Axill Code, except as is necessary to partake in the Axill Publisher Program.

5.4 The Publisher shall not place the Axill Code on any other website or location except on the website at the specific URL indicated to Axill in writing.

5.5 The Publisher shall remove the Axill Code from the specific web pages within 24 hours if Axill notifies the unsuitability of the web pages.

5.6 The Publisher understands that Axill may undergo periods of downtime for repair or maintenance.

6. Payments

Commission Fees

6.1 Publishers will receive commission for Events based on the reports from the commission structure offered by Advertiser (as such are offered from time to time) for all approved Advertiser Campaigns.

Payment Terms

6.2 Axill shall pay the Publisher for each unique Lead or Sale or each Impression as recorded by Axill and displayed in Axill Transaction Table. Axill shall not pay the Publisher for Axill Codes placed on the Publisher Site using any other Lead or Sale or Impression statistics other than those displayed in Axill Transaction Table.

6.3 All payments are based on Axill Transactions as defined, accounted, and audited by Axill.

6.4 Axill reserves the right to modify the rates paid to the Publisher at any point of time.

6.5 All accounts will be settled in UK Dollars. No checks will be issued for any amounts less than $100. However, the minimum payment via Money Bookers is $25 if you opt for Money Bookers. Any amount less than $25 will carry over to the next week. Every Publisher account (where applicable) must have a VAT (Value Added Tax) number.

6.6 Publisher’s right to access publisher account with Axill is subject to any limits established by Axill or its contractors.

6.7 Publisher is responsible for maintaining the correct contact and payment information associated with Publisher account. This must be done online using the Axill Publisher Manager. Returned or cancelled payment bank/service fees due to any error in Publisher contact or payment information are Publisher’s responsibility, and will be deducted from Publisher account balance.

6.8 Axill retains the right to withhold the payments and suspend further payments to the Publisher if Axill believes that the Publisher has breached this Agreement.

7. Withdrawal of Axill Codes

7.1 Axill reserves the right to withdraw the delivery of Axill Codes to the Publisher Site at any point of time without prior notice if Axill believes at its sole discretion that

a. Some fraudulent activity has taken place to augment the Publisher’s revenue.

b. The Publisher has placed the Axill Code on any other location or URL not indicated in writing.

c. The Publisher has modified the Axill Code in some way.

d. The Publisher Site has content or links that contain illegal, obscene, controversial or offensive subject matter.
e. The program expires from Axill (In which case, Axill may redirect to other program)

8. Limitation of Liability

In no event shall Axill (or its respective affiliates, subsidiaries, parent companies or their respective officers, directors, agents or employees) be liable for any indirect, incidental, special, exemplary, potential or consequential damages (including, without limitation, loss of opportunity, loss of goodwill, lost profits or lost revenues) even if Axill has been previously advised of the possibility of such damages.

9. Indemnification

Publisher hereby agrees to indemnify, defend and hold harmless Axill and its officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses related to claims made by third parties against Axill.

10. Notices

10.1 All notices, requests, consents, and other communications under this Agreement from the Publisher shall be in writing and shall be deemed delivered (i) two business days after being sent by registered or certified mail, return receipt requested, postage prepaid or (ii) one business day after being sent via a reputable nationwide overnight courier service guaranteeing next business day delivery. If from Axill to the Publisher, immediately upon electronic mail to the primary contact email address is deemed an acceptable means of notification.

In each case to the intended recipient as set forth below:
If to the Publisher: By electronic mail to the primary contact e-mail address. If to Axill: Quey House, Admirals Way, Marsh Wall, London, E149XG.
10.2 The Publisher is responsible for keeping Axill notified of any change in the email address.

11. Intellectual Property

This Agreement does not confer on the Publisher any ownership or intellectual property rights in any Axill Code or any other intellectual property of Axill.

12. Confidentiality

Axill and the Publisher agree that any and all information identified by the other as "Confidential" and/or "Proprietary", or which, under all of the circumstances, ought reasonably to be treated as Confidential and/or Proprietary, will not be directly or indirectly disclosed to any third person without the express consent of the other party for a period of three (3) years following termination of this Agreement and that neither party will make use of Confidential Information except under the terms of this Agreement.
These confidentiality obligations shall not apply to any information which:

a. Is or subsequently becomes available to the general public other than through a breach by the receiving party;

b. Is already known to the receiving party before disclosure by the disclosing party;

c. Is developed through the independent efforts of the receiving party;

d. The receiving party rightfully receives from a third party without restriction as to confidentiality or use; or

e. Is requested pursuant to a subpoena; provided, that the party responding to such subpoena gives the other party reasonable notice and opportunity to intervene to quash such subpoena.

13. Term of the Agreement and Termination

13.1 The term of the Agreement shall begin on the date the Publisher applies for an account and shall continue until termination.

13.2 Axill may terminate the Agreement or suspend Axill Services with immediate effect if the Publisher breaches the terms of the Agreement.

13.3 Axill, at its sole discretion, may terminate the Agreement on one month’s written notice.

13.4 The Publisher, upon the termination of the Agreement, shall immediately remove all Axill Codes or any other links provided by Axill.

13.5 Upon termination of the Agreement, no further revenue shall be due to the Publisher.

13.6 The payment balance due to the Publisher upon termination of the Agreement will be made payable within 2 months of termination upon the receipt of an invoice by Axill.

13.7 Axill shall terminate the Agreement or suspend Axill Services if no impression has been made through the Axill Code provided by Axill for a period of 6 months.

14. Assignment

Publisher may not assign all or any portion of the Agreement without the prior written consent of Axill, which consent may be withheld at Axill’s sole discretion.

15. Entire Agreement

The parties agree that this Agreement constitutes the entire agreement between the parties as of the date hereof with respect to the subject matter hereof and supersedes all prior and contemporaneous communications, whether oral or written. The parties agree that this Agreement may be modified or amended from time to time hereafter by Axill as Axill deems necessary and the Publisher agrees (in consideration for Axill agreeing to continue doing business with the Publisher) to be bound by such amendments. However, no such modification or amendment shall act to increase any financial obligation which the Publisher may otherwise have to Axill pursuant to the Agreement.

16. Non-Waiver

No delay or omission of either party in exercising any right accruing upon any default of the other party shall impair any such right or be construed to be a waiver thereof, and every such right may be exercised at any time during the continuance of such default. A waiver by either of the parties of a breach or a default under any of the terms and conditions of this Agreement by the other party shall not be construed to be a waiver thereof. A waiver by either of the parties of a breach or a default under any of the terms and conditions of this Agreement by the other party shall not be construed to be a waiver of any subsequent breach or default of any other term or condition of this Agreement. No remedy provided in this Agreement.

17. Severability

If any part of this Agreement is found by a Court of competent jurisdiction or tribunal to be unlawful or unenforceable, then such part will be severed from the remaining part of this Agreement, which will continue to be enforceable to the fullest extent permitted by law.

18. FORCE MAJEURE

18.1 A party shall not be considered to be in default in the performance of any obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force," as used in this Agreement, shall mean an unanticipated event which is not reasonably within the control of the affected party and which by exercise of reasonable due diligence, such affected party could not reasonably have been expected to avoid, overcome or obtain or cause to be obtained a commercially reasonable substitute there for. Such causes may include, without limitation, the following: flood, earthquake, tornado, storm, fire, terrorist attack, explosion, public emergency, civil disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority (whether valid or invalid), and action or non-action by or inability to obtain or keep the necessary authorizations or approvals from any governmental agency or authority; however, no party shall be relieved of its obligations hereunder, if its failure of performance is due to removable or remediable causes which such party fails to remove or remedy using commercially reasonable efforts within a reasonable time period. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt notice of such fact to the other, followed by written confirmation of that notice, and shall exercise due diligence to remove such inability with all reasonable dispatch.

19. General

19.1 Choice of Law

The Parties agree that this Agreement shall be governed by and interpreted in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the courts of England.

19.2 Relationship of the Parties

No partnership, joint venture, employment, agency, franchise, or other form of agreement or relationship is intended by this Agreement. The parties shall be independent contractors for all purposes in connection with this Agreement.

19.3 Section Headings

Section headings are for descriptive purposes only and shall not be used to interpret the meaning of this Agreement.