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Terms and Conditions

 

Terms & Conditions

Community Influencer Program Operating Terms & Conditions

This Community Influencer Program Operating Terms & Conditions (the "T&Cs") is made and entered into
by and between Skooter Trade Philippines ("Skooter Trade Philippines” or "we"), and you, ("you" or "Affiliate") the party submitting an application to become a Skooter Trade Community Influencer. 

The terms and conditions contained in this Agreement apply to your participation with the Community Influencer Program ("Affiliate Program").
Each Affiliate Program campaign (a "Campaign") may be for any campaigning by Skooter Trade or a third party (each such third party a "Client") and may link to a specific website for that particular Campaign ("Program Web Site"). By submitting an application or participating in a Campaign, you expressly consent to all the terms and conditions of this Agreement.

I. Enrollment in the Affiliate Program
You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact
information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within five (5) business days. We may accept or reject your application at our sole discretion for any reason.

II. Obligations of the Parties
Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, Skooter Trade  agrees as follows:

1. We will pay you any Commissions earned on every successful purchase. We reserve the right to cancel your commission if determined to have not met the requirements to be a Qualified Action.

2. Payment for Commissions is dependent upon Clients providing such funds to Skooter Trade, and therefore, you agree that  Skooter Trade shall only be liable to you for Commissions to the extent that Skooter Trade has received such funds from the Clients. You hereby release  Skooter Trade from any claim for Commissions if  Skooter Trade has not received such funds from the Clients.

3. We will send an invoice to the Affiliate for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Skooter Trade in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to Skooter Trade in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice. 

4. Affiliate also agrees to:

(a) Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, the Affiliate’s Media.

(b) Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Skooter Trade informs you that it considers objectionable (collectively, "Objectionable Content").

(c) Not make any representations, warranties or other statements concerning Skooter Trade or Client or any of their respective products or services, except as expressly authorized herein.

(d) Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by Skooter Trade or Clients or a part of the Program Web Site, without prior written permission from us.

(e) Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.

(f) Comply with the terms, conditions, guidelines and policies of any third party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.

(g) Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to Skooter Trade and Clients for use as intended by Skooter Trade and Clients.

(h) Always prominently post and make available to end-users any terms and conditions in connection with the Campaign set forth by Skooter Trade or Client, or as required by applicable laws regarding such Campaigns.

(i) Make sure to not place Skooter Trade ads on any online auction platform (i.e. eBay, Amazon, etc).

(j) To not make any special promotions or offers that do not exist on any of Skooter Trade social media and other platforms. All promotions should be equal to all influencers who are eligible for the program.

5. The following additional program-specific terms shall apply to any promotional programs set forth below:

(a) Email Campaigns
i. Affiliate must provide an opt-out link in the email.
ii. Affiliate agrees that failure to provide so and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Affiliate Program, possible legal action, and any other rights or remedies available to Skooter Trade pursuant to this Agreement or otherwise

6. Affiliate shall be prohibited to engage in any of the following:

(a) Utilizing search engine optimization for brand bidding using Skooter Trade’s brand name and any or all of its misspellings;

(b) Utilizing search engine optimization to include Skooter Trade’s URL in the display URL;

(c) Utilizing search engine optimization to include Affiliate Code in the destination URL;

(d) Engaging in any and/or all direct marketing strategies through Facebook including paid advertisements utilizing Skooter Trade’s brand; and

(e) Partaking in online marketing campaigns in any and/or all of the following: Affiliate Networks, Torrent sites, Streaming sites, Adult sites, websites promoting abusive, erotic, extremist, radical-political content, sites with content unsuitable for adolescents, Links on other websites, pop-unders or pop-ups, cookie dropping.

III. Confidentiality
Except as otherwise provided in this Agreement or with the consent of Skooter Trade, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.

IV. Limited License & Intellectual Property
1. We grant you a non-exclusive, non-transferable, revocable right to use the Code solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Web Site.

2. You may not alter, modify, manipulate or create derivative works of the Links or any Skooter Trade graphics, creative, copy, or other materials owned by, or licensed to, Skooter Trade in any way. You are only entitled to use the Code to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Skooter Trade’s trademarks, service marks, copyrights, patents, or trade secrets. You agree that Skooter Trade may use any suggestion, comment, or recommendation you choose to provide to Skooter Trade without compensation. All rights not expressly granted in this Agreement are reserved by Skooter Trade.

V. Termination
This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time by removing all Code from your Media, deleting all copies of the Code. We may terminate your participation in one or more Campaigns or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Code or providing you with a written notice. Upon termination of your participation in one or more Campaigns or this Agreement for any reason, you will immediately cease all use of and delete all Code, plus all Skooter Trade or Client intellectual property, and will cease representing yourself as a Skooter Trade or Client affiliate for such one or more Campaigns. All rights to validly accrued payments, causes of action, and any provisions, which by their terms are intended to survive termination, shall survive any termination. 

VI. Remedies
In addition to any other rights and remedies available to us under this Agreement, Skooter Trade reserves the right to delete any actions submitted through your Code and withhold and freeze any unpaid Commissions if (i) Skooter Trade determines that you have violated this Agreement, (ii) Skooter Trade receives any complaints about your participation in the Affiliate Program which Skooter Trade reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Skooter Trade reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.

VII. Fraud
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Skooter Trade shall make all determinations about fraudulent activity in its sole discretion.

VIII. Representations and Warranties
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, Skooter Trade represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Skooter Trade’s own business operations or Skooter Trade’s proprietary products or services.

IX. Modifications
In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Affiliate Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, Skooter Trade may change, suspend or discontinue any aspect of a Campaign or Code or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from Skooter Trade to remove, alter, or modify any Code, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.

X. Independent Investigation
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Campaign and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement or on the Affiliate Program.

XI. Mutual Indemnification
1. Affiliate hereby agrees to indemnify, defend and hold harmless  Skooter Trade and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Code, Campaigns or Skooter Trade or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Code).

2.  Skooter Trade hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that  Skooter Trade is not authorized to provide you with the Links.

XII. Disclaimers
THE AFFILIATE PROGRAM AND CODE, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, SKOOTER TRADE = EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.  SKOOTER TRADE DOES NOT WARRANT THAT THE AFFILIATE  PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. SKOOTER TRADE EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. SKOOTER TRADE DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

XIII. Limitation of Liability
IN NO EVENT SHALL SKOOTER TRADE BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE CODE, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF SKOOTER TRADE. IN NO EVENT WILL SKOOTER TRADE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT SKOOTER TRADE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.SKOOTER TRADE'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY SKOOTER TRADE IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

XIV. Governing Law & Miscellaneous
1. This Agreement shall be governed, construed, and enforced in accordance with the laws of Singapore. This Agreement contains the entire agreement between Skooter Trade and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that Skooter Trade shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Skooter Trade "clicks through" or otherwise indicates its acceptance thereof. Affiliate may not assign all or any part of this Agreement without Skooter Trade's prior written consent. Skooter Trade may assign this Agreement at any time with notice to Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.

2. By submitting an application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. This Agreement was last revised on 24-06-2020