SwitchBack Affiliates Agreement

Switch E Bikes (PTY) LTD  Affiliate Program User Agreement 

Intro

Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company’s good name. So please bear with us as we take you through this legal formality.

If you have any questions, please don’t hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email us at affiliates@switchbike.co.za – You can also reach us via phone at +27 63 773 6239

 

 

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SWITCH E BIKES (PTY) LTD. (SWITCHBIKE.CO.ZA)

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

  1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Switch E Bikes’ SwitchBack Affiliate Program. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Switch E Bikes (PTY) LTD, and “you,” “your,” and “yours” refer to the affiliate.

  1. Affiliate Obligations

2.1. To begin the enrolment process, you will have to be an existing customer of Switch E Bikes in addition to owning your own Switch On e-bike. Your affiliate application may be submitted on the SwitchBack Affiliates page  on the switchbike.co.za website. We may reject your application at our sole discretion. We may cancel your application if we determine that your method of advertisement is unsuitable for our Program, including if it:

2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes “Switch E Bikes” or variations or misspellings thereof in its domain.
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Switch E Bikes (PTY) LTD. affiliated business.

2.2. As a member of Switch E Bikes’ Affiliate Program, you will have access to an Affiliate Account Dashboard. Here you will be able to review our Program’s details, see all your affiliate statistics, commissions etc. As well as a creatives tab where affiliates may find media content supplied for use in promoting their affiliate links.

2.3. Switch E Bikes reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the replacement of your QR stickers will be your responsibility however, we will supply the stickers free of charge. We may monitor your links as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your method of promoting. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.

  1. Cookie durations, grace periods and pay-out times

3.1. Cookie durations are set to 30 days. Which means you are eligible for commission if a referred sale has completed within 30 days of visiting your affiliate link. If the customer makes a purchase after 30 days of clicking on the affiliate link, the commission will not be allocated.

3.2 Grace period of 30 days before commissions are approved. The grace period has been set to prevent Affiliates from earning commission on refunded orders. Commission on orders that are cancelled or refunded will automatically be rejected.

3.3 Pay-outs are made on the last day of each month. If your grace period of 30 days has not lapsed before the last day of the month, your earnings will only be paid on the last day of the following month.

  1. Switch E Bikes Rights and Obligations

4.1. We have the right to monitor your links at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your link that we feel should be made, or to make sure that your links to our web site are appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your links that we feel are necessary, we reserve the right to terminate your participation in the Switch E Bikes’ SwitchBack Affiliate Program.

4.2. Switch E Bikes reserves the right to terminate this Agreement and your participation in the SwitchBack Affiliate Program immediately and without notice to you should you commit fraud in your use of the SwitchBack Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Switch E Bikes shall not be liable to you for any commissions for such fraudulent sales.

4.3. This Agreement will begin upon our approval of your Affiliate application, and will continue unless terminated hereunder.

  1. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.

  1. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and SwitchBack Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in The SwitchBack Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

  1. Payment

Switch E Bikes make use of Third-party software to monitor and track affiliate commissions. Only orders containing one or more Switch On e-bike are eligible for 10 percent commission of the total order amount. Commission on orders containing only Spare parts and/or accessories will be denied. An initial 30-day grace period from date of successful sale before commission gets approved. Approved commissions get paid out at the end of each month. Commissions are paid directly into your chosen South African Bank account once specified grace periods have lapsed.

  1. Access to Affiliate Account Interface

You will receive a welcome email with instructions to your new affiliate account. You can log into your Affiliate Dashboard by visiting the SwitchBack page on the switchbike.co.za website. You can use your email address or username and password to log in.

  1. Promotion Restrictions

9.1. You are free to promote on your own web sites, posts or videos, but naturally any promotion that mentions Switch E Bikes could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Switch E Bikes. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of paid advertisement on your affiliate link, unsolicited commercial email (UCE), postings to commercial and non-commercial newsgroups and/or cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity. You may not use mailings to customers to promote Switch E Bikes. At all times, you must clearly represent yourself and your web sites as independent from Switch E Bikes. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the SwitchBack Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

9.2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Switch E Bikes, SwitchBike, www.switchbike.co.za, Folding e-bike SwitchEBikes, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Switch E Bikes Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behaviour.

  1. Grant of Licenses

10.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our media, content and brand identifying material (collectively, the “Creatives”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed “Creatives” Materials to the extent that you are a member in good standing of the SwitchBack Affiliate Program.

10.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

  1. Disclaimer

THE USE OF THIRD-PARTY SOFTWARE IS USED TO CONTROL CORE FUNCTIONS OF THIS PROGRAM. THE SOFTWARE USES COOKIES TO DETERMINE IF THE USER’S DEVICE HAD PREVIOUSLY VISITED THE UNIQUE AFFILIATE’S LINK – I.E. IF THE CUSTOMERS BROWSING HISTORY AND COOKIES ARE CLEARED BEFORE THE SALE TAKES PLACE, THE COMMISSION WILL NOT BE ALLOCATED, EVEN IF THE CUSTOMER SCANNED THE AFFILIATED QR CODE AND PLACED THE ORDER WITHIN THE ALLOCATED COOKIE DURATION. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, LOSSES OR ERRORS.

  1. Representations and Warranties

You represent and warrant that:

12.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

12.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

12.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

  1. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL SWITCH E BIKES’ CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

  1. Indemnification

You hereby agree to indemnify and hold harmless Switch E Bikes, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

  1. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

  1. Miscellaneous

16.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Switch E Bikes. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other Site, that reasonably would contradict anything in this Section.

16.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

16.3. This Agreement shall be governed by and interpreted in accordance with the laws of South Africa without regard to the conflicts of laws and principles thereof.

16.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

16.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

16.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

16.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.