Affiliate AgreementLast Updated: Nov 04, 2020
This Affiliate Program Agreement ("Agreement") is entered into by and between Composir Studios Limited. (“Composir”) and the signor of this Agreement (“Affiliate”), and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of Affiliate’s participation in Composir’s Affiliate Program (“Affiliate Program") and is in addition to any other agreement that Affiliate may have entered into with Composir by virtue of being a customer. In this Agreement “you,” “your” or “Affiliate” shall refer to any individual or entity who accepts this Agreement. The terms “we,” “us” and “our” refer to Composir Studios Limited. (“Composir”). Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with Composir’s Universal Terms of Service Agreement, which is incorporated herein by reference.
This Agreement explains our obligations to you, and explains your obligations to us under the Affiliate Program offered by Composir. The Affiliate Program is purely a referral program by which you can earn commissions as outlined herein.
Changes and Modifications to the Agreement.
Composir, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Composir website (this "Site"). You acknowledge and agree that (i) Composir may or may not notify you of such changes or modifications prior to posting them to this Site and (ii) your continued participation in the Affiliate Program (via any platform) after such changes or modifications have been made (as indicated by the "Last Revised" date on this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, you must formally terminate your Affiliate status. In addition, while not required, Composir may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account ("Account") information, including your email address, current in the Affiliate interface that you have selected. Composir assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.
Suspension or Termination of Affiliate Program Participation.
Composir reserves the right to suspend participation in the Affiliate Program in the event of an unresolved breach of this Agreement.. You agree that your failure to comply completely with the terms and conditions of this Agreement and any Composir rule or policy may be considered to be a material breach of this Agreement and that Composir may provide you with notice of such breach either in writing or electronically (i.e. email). If you do not provide Composir with material evidence that you have not breached your obligations within ten (10) business days, Composir may terminate your participation immediately and take any remedial action available to Composir under the applicable laws. Such remedial action may be implemented without notice to you.
Description of The Affiliate Programme
Acceptance into the Affiliate Program is at our sole discretion, which may be withheld for any reason or for no reason at all.
How it Works
Composir’s Affiliate Program allows you to earn commissions on sales to new Composir customers via advertising on your "web site" or "publishing location" (such as an electronic newsletter or blog) (hereinafter “Your Site”) that contains a link with your affiliate ID. This advertising will allow you to drive traffic (‘sessions”) to Composir’s website. You will earn a percentage of the revenue generated, or commission as outlined in your platform agreement, when a person or entity (that is not you or your agent(s)) makes a subscription payment for certain Composir products or services after being referred to through the unique affiliate link that is contained on Your Site.
Should the visitor click on another referral link that is not controlled by you, or return to the Composir website via another source-coded advertising link, your affiliate link will be overwritten and you will not receive commissions for that visitor’s subscription payments.
Enrolment into Composir’s Affiliate Program is via the platforms indicated on our Affiliate page on our website.
The Affiliate acknowledges and agrees that Composir will only pay commissions on Composir website subscriptions. The Affiliate will only receive commission for subscriptions of other parties that signed up via the Affiliate’s unique referral link. Not all Composir products and services will be eligible for a commission. Domains bought on Composir, and other billed services (besides the website subscription) rendered by Composir will not be eligible for a commission.
Restrictions on Eligible Commissions.
You are not eligible for a commission payment on purchases made by you, your employees, agents, representatives, or contractors (all considered your “agents”), as well as purchases made from several accounts owned by the same person.
Linking to Composir website.
Upon acceptance into the Affiliate Program, an affiliate link will be made available to you through which you may refer others.
You acknowledge and agree:
Composir Logo Use.
You shall not use the Composir logo without our prior approval. In addition, the Composir logo shall be removed from Your Site immediately upon request. Composir may lock your affiliate account immediately and withhold payment of any/all commissions without further notice if you fail to remove the Composir logo from Your Site upon request. For clarity, acceptance into the Affiliate Program grants permission to use Composir’s logos as outlined in the program.
- No Domain Forwarding. You shall not create domain forwarding directly to our site using your affiliate link;
- No Harmful Activities. You shall not engage in activities that Composir determines, in its sole discretion, to be harmful to its customers, employees, operations, or reputation;
- Prohibition Against Use of Composir Trademarks. You shall not include the Composir trademark, trademark with keywords or any misspellings of said trademarks in any domain names. Such activity will result in your immediate removal from the program; and
- Prohibition Against Use of Composir Copyrights & Look-A-Like Sites. You shall not use a Composir.com look-a-like site that suggests or gives the visitor the impression that your web site or publishing location is affiliated with Composir.com. Your web site or publishing location shall not in any way copy or resemble the look and feel of Composir's web site or web site content, and you shall not create the impression that your web site or publishing location is part of Composir's network of web sites. This includes using Composir's trademarks, trade names, or any variations or misspellings thereof, in your URL, business name, or site name. You shall not "frame" or permit the "framing" of any page of Composir’s network of web sites.
Website Content & Emails.
You acknowledge and agree that Your Site specifically shall not (and shall not enable others to):
- Contain false, inaccurate, defamatory, slanderous, libelous or misleading content or statements about Composir and/or its products and services;
- Display, promote or sell illegal content, or offer any illegal product or service;
- Engage in sending unsolicited commercial email ("spam") or indiscriminate advertising;
- Collect personal information about minors without their parent’s prior written consent;
- Contain pornographic or obscene content, tasteless images, or excessively violent or hate-related material, as determined by Composir in its sole and absolute discretion;
- Engage in activities, whether lawful or unlawful, that Composir determines, in its sole and absolute discretion, to be harmful to Composir or its customers, employees, operations or reputation.
- Encourage the use of a controlled substance;
- Encourage unlawful behavior;
- Violate any applicable law;
- Advocate, promote, or encourage violence or discrimination against any person, organization or governmental entity;
- Contain links to web sites containing the serial numbers for unlocking software illegally, pyramid schemes, or impersonations of another person or organization;
- Contain links to web sites containing any of the aforementioned content; and
- Cause any purchases to be made that are not in good faith (such as using any device, program, robot iframes, or hidden frames, use cookie stuffing techniques that set the tracking cookie without the user actually clicking on the referral link, etc.)
In addition, you acknowledge and agree you shall not:
- Alter the Composir approved tracking codes to allow you to (a) collect personally identifiable information of visitors that would allow you to personally identify visitors, or (b) obscure the site from which the visitor is referred, including the use of link cloaking, asp/php redirects and/or link shortening services not provided by Composir;
- Allow Your Site to be a downloadable or internet accessible application, as determined by Composir in its sole and absolute discretion;
- Cause any purchases to be made that are not in good faith, including, but not limited to, using any method, device, program, robot iframes or hidden frames. Multiple purchases from the same individual, entity or IP address may be considered non–bona fide purchases. Non-bona fide purchases shall not be eligible for commission.
- Commission rates are as named in the platform in which you enrolled in our Affiliate Program;
- Commission will be paid on recurring subscriptions and subscription renewals completed by your referred customers;
- Commissions will be paid only on “valid” orders, which are orders that are not reversed, charged back, unauthorized, fraudulent or from an existing customer;
- Commissions will be paid weekly on Fridays. Only commissions earned seven (7) days prior or earlier will be included in the weekly pay-outs;
- Commissions will be paid only if the amount due is up to or more than ₦1,000;
- You acknowledge and agree that, in the case of coupons/sales/discounts/ cashback/loyalty sites, you may be offered a lower commission than the standard rate described above;
- You acknowledge and agree that bank charges and withholding tax will be deductible from the net pay of your commissions.
You acknowledge and agree that no commission is payable if Your Site:
- Contains software or uses technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another web site. This includes toolbars, browser plug-ins, extensions and add-ons;
- Sends traffic to Composir.com, or any other Composir websites, that is generated by unauthorized traffic channels, e.g. click exchanges, banner exchanges, paid search advertising, etc; and
- Replaces DNS errors caused by mistyping the domain name Composir.com with a page showing the appropriate Composir banner or affiliate link to our web site.
Notwithstanding anything to the contrary in this Agreement, in addition to any and all other rights and remedies to which Composir is entitled, Composir specifically reserves the right to:
- Terminate the Affiliate Program at any time for any reason;
- Terminate your participate in the Affiliate Program at any time for any reason. If your participation is terminated, Composir will make any commission payments from validly purchases from Your Site which accrue before the termination date. Composir will not make any commission payments which accrue after the termination date. You acknowledge and agree that the determination as to whether a purchase was "validly generated" from Your Site shall be made in Composir's sole and absolute discretion;
- Suspend your participation in the Affiliate Program at any time for any reason. If you are suspended, you will not receive any commission payments during your suspension period, whether such commission payments accrued before or during your suspension period. After completion of an internal investigation, if you are allowed to continue to participate in the Affiliate Program, Composir will make any commission payments from valid purchases from Your Site which accrued before or during your suspension period. You acknowledge and agree that the determination as to whether a purchase was "valid" from Your Site shall be made in Composir's sole and absolute discretion.
- Require the forfeiture of any previously earned revenue, which has been paid or yet to be paid on any purchases you generated or assisted in generating during any times when you are in violation of this Agreement.
- Deactivate any and all accounts and domains that Composir believes, in its sole and absolute discretion, to be violating the terms and conditions of this Agreement.
In sum, Composir will track all commissions earned and may, at its sole discretion, decide not to pay any commission to you should we believe that any referral has been made in violation of its guidelines, due to visitor/customer fraud, or due to visitor/customer contract cancellation. It is your sole and absolute duty to precisely follow this Agreement and its guidelines, at all times. Composir is under no obligation whatsoever to pay any commission to any affiliate who does not strictly follow this Agreement and its guidelines, as modified from time to time.
As an affiliate, we provide you with the links necessary to promote Composir products and services, which you may display in any area of Your Site as you wish. The links will identify Your Site as a member of our Affiliate Program and will establish a link from Your Site to ours. You acknowledge and agree it is your sole responsibility to indicate your correct unique affiliate ID in the promo materials you use on Your Site. You may promote the products and services that Composir offers in any manner you choose unless it misleads visitors about Composir services.
You also understand and agree that participation in the Affiliate Program requires ongoing activity. Should you no longer wish to participate in the Affiliate Program, you may withdraw by following the guidelines set by the platform in which you enrolled.
If you are an Affiliate directly with Composir, you may withdraw by submitting a Notice of Withdrawal via your Composir account panel. Your email to us must indicate that you will cease use of our advertising tools and remove them from Your Site. Upon receipt of your email, we will confirm removal of our tools from Your Site. Once confirmed, we will ensure that you receive final payment for any valid purchases that are pending commission payment.
Affiliates that are inactive for six (6) months and who have not withdrawn from the program (“Inactive Affiliates”) may, at Composir’s sole discretion, be considered effectively withdrawn from the program.
Composir is responsible for processing the order, cancellations, returns and other related customer service for Composir products and services. However, Composir will not be responsible for lost sales due to technical difficulties preventing Composir from registering a domain name or providing any other product or service to the visitor. Composir is also responsible for tracking and validating affiliate sales and commissions and providing this information to your affiliate platform in order to facilitate payments.
Composir will pay-out on commissions for valid sales. Valid sales are sales whereby the customer pays the full, expected price and such sales are not cancelled, reversed, returned or discounted/voided in any way.
Limitation of Liability
Composir shall not be liable for any unauthorized access to, or any corruption, erasure, theft, destruction, alteration, or inadvertent disclosure of data, information or content transmitted, received, or stored on its system or any third-party systems. With respect to passwords, account identifiers and other systems used to control access to your account, it is your responsibility to safeguard such passwords, account identifiers, and other systems used to control access to your account.
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES FOR ANY REASON WHATSOEVER RELATED TO THIS AGREEMENT, YOUR USE OR INABILITY TO USE OUR WEB SITE(S) OR THE MATERIALS AND CONTENT OF THE WEB SITE(S) OR ANY OTHER WEBSITES LINKED TO SUCH WEBSITE(S) OR YOUR PROVISION OF ANY PERSONALLY IDENTIFIABLE INFORMATION TO BACKEND SERVICE PROVIDER OR ANY THIRD PARTY. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE. BECAUSE CERTAIN JURISDICTIONS DO NOT PERMIT THE LIMITATION OR ELIMINATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, OUR LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IF ANY PROVISION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE UNENFORCEABLE, ONLY SUCH PROVISION SHALL BE REMOVED AND THE REMAINDER SHALL BE ENFORCED TO THE GREATEST EXTENT PERMITTED BY LAW.
Indemnity and Defence
With respect to Composir, as well as the contractors, agents, employees, officers, directors, shareholders, and affiliates of such parties, you agree to defend, release, indemnify, and hold such parties harmless from all liabilities, claims and expenses, including without limitation reasonable attorneys’ fees and court costs, for third party claims relating to or arising under (i) Affiliate’s breach of or non-compliance with this Agreement, (ii) Affiliate’s use of the services, (iii) Affiliate’s violation or alleged violation of any applicable law, (iv) Affiliate’s violation or alleged violation of any rights of another, including violation of a person’s or entity’s intellectual property rights, (v) any products or services offered, sold or otherwise made available by Affiliate on Affiliate’s Web Site or Publishing Location, (vi) Affiliate’s acts or omissions in using, displaying or distributing any Links obtained from the Direct Affiliate Program or elsewhere, including but not limited to Affiliate’s use of Links via email distribution, or (vii) any assertion that Composir is obligated to pay taxes in connection with a commission payment made by Composir to Affiliate pursuant to this Agreement. In the context of this Section only, the term “Composir” shall include Composir’s officers, directors, employees, agents, representatives, contractors, and any entity that controls, is controlled by, or is under common control with Composir. Affiliate’s indemnification obligations set forth in this Section shall survive the expiration, cancellation or termination of this Agreement.
You attest that you are of legal age to enter into this Agreement.
This Agreement, the referenced agreements, together with all modifications, constitute the complete and exclusive agreement between you and us, and supersede and govern all prior proposals, agreements, or other communications. This Agreement may not be amended or modified by you except by means of a written document signed by both you and an authorized representative of us.
No Agency Relationship
Nothing contained in this Agreement shall be construed as creating any agency, partnership, employer/employee or other form of joint enterprise between the parties hereto. Each party to this Agreement is an independent contractor and have no right or authority to bind or commit the other party. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.
The failure of us to require your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself.
In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.
Assignment and Resale
Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at our option.