Here’s some of the fun stuff:
3.4 The Affiliate will provide proof of identification including, where possible, a government-issued identification number.
(They are going to require strict identification of ALL affiliates)
.1 Prohibited Domain Names:
5.1.1 The Affiliate may not register a Prohibited Domain Name.
5.1.2 Should an Affiliate register a Prohibited Domain Name, and without prejudice to any legal remedy or right that the Merchant and/or its licensors may have in law, ReferBack and/or the Merchant shall be entitled to terminate this Agreement with immediate effect and claim transfer of the Prohibited Domain Name to the Merchant.
5.1.3 A decision as to whether or not a particular domain name is a Prohibited Domain Name is left to the sole discretion of the Merchant. The Merchant’s decision in this regard will be final and binding on the Affiliate.
(They plan on enforing this more agressively)
5.2.2 The Affiliate will furnish ReferBack with a written, accurate and complete list of Derivative Domain Names that the Affiliate has or intends to register, acquire or use. Any new additions or amendments to the Affiliate’s list of Derivative Domain Names will be communicated to ReferBack as soon as is reasonably possible.
5.2.3 The Affiliate recognizes and accepts that Derivative Domain Names will at all times remain the beneficial ‘property’ of the Merchant and/or its licensors and in this regard agrees to hold the Derivative Domain Name in Trust on behalf of the Merchant for the Term. On expiry of the Term the Affiliate will transfer, or cause to be transferred, all Derivative Domain Names to the Merchant, or an entity duly nominated by the Merchant in writing, without delay.
5.2.4 In order to comply with the provisions of clause 6.2.3, the Affiliate hereby undertakes to sign and/or complete any and all documents or procedures, and do all things necessary to facilitate the speedy and proper transfer of all Derivative Domain Names to the Merchant, or an entity duly nominated by the Merchant in writing.
5.2.5 All rights or advantages, and without limitation goodwill, that may arise due to the use of the Derivative Domain Name will accrue for the sole benefit of theMerchant and its licensors.
5.2.6 Should the Affiliate no longer require a particular Derivative Domain Name, the Affiliate will, in a timely manner prior to the URL expiring, inform RefeBack of its intention not to pay the renewal fee, and will if requested to do so by ReferBack, provide all necessary assistance to transfer the Derivative Domain Name to the Merchant, or an entity duly nominated by the Merchant in writing, without delay.
5.2.8 ReferBack and/or the Merchant reserve the right, in their sole discretion, to terminate this Agreement with immediate effect and claim transfer of the Derivative Domain Name to the Merchant if the Affiliate, its agent or nominee does not strictly adhere to the provisions of clause 6.2.7.
5.2.9 A decision as to whether or not a Derivative Domain Name is a Prohibited Domain Name is left to the sole discretion of the Merchant. The Merchant’s decision in this regard will be final and binding on the Affiliate.
5.4.2.2 The Affiliate shall, when using the Intellectual Property and Marketing Material, cause them to be reproduced and applied exactly and accurately and shall use them in accordance with the specifications and directions laid down by the Merchant from time-to-time (whether in the IP Documentation or otherwise).
5.4.3 A decision as to whether or not the Affiliate is complying with its responsibilities in terms of this clause is left to the sole discretion of the Merchant. The Merchant’s decision in this regard will be final and binding on the Affiliate, and if necessary the Affiliate will take all necessary action prescribed by the Merchant or its designated agent to remedy the situation, failing which the Merchant shall be entitled to terminate the Agreement with immediate effect.
11.1.1 The Affiliate is restricted to one Affiliate account only
11.1.4 If the Affiliate or the Affiliate’s employees sign up as a Customer at one of ReferBack’s Merchants’ Brands, ReferBack shall have the right to terminate this Agreement.
12.1 This Agreement can be terminated by ReferBack at any time should the Affiliate fail to comply with its obligations in accordance with this Agreement.
12.2 Notice of termination shall be given in writing by either Party to the other. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification and the Agreement shall accordingly terminate with immediate effect.
12.3 All rights and licenses granted to the Affiliate in this Agreement shall immediately terminate. The Affiliate must immediately remove any reference to ReferBack.com and its Merchants or Merchant’s Websites, Brands or Products from its site and disable any links from its site to same. In particular, the Affiliate shall immediately remove access to any Derivative Website established by it.
12.5 ReferBack may withhold the Affiliate’s final six monthly payments for up to three months each to ensure that the correct amount has been calculated and paid.
12.6 If ReferBack continues to permit activity (generation of revenue) from Customers directed by the Affiliate after termination, this shall not be construed to constitute a continuation or renewal of this Agreement or a waiver of termination.
12A Sale of Business; Death of Affiliate
12A.1 Sale of Business
12A.1.1 ReferBack recognises that an Affiliate may wish to sell his/ her/ its Affiliate business to a third party. ReferBack requires an Affiliate to recognise and respect that the personal qualities, probity and background of ReferBack affiliates is vital to ReferBack’s decision to accept a person as an Affiliate of the Affiliate Program.
12A..1.2 If an Affiliate wishes to sell or otherwise dispose of the shares or assets of his/ her/ its Affiliate business to a third party (or conclude any transaction of a similar nature with a third party that will result in an effective change in control of his/ her/ its Affiliate business) the Affiliate shall be required, prior to completing the sale, disposal or transfer, to:
12A..1.2.1 give ReferBack no less than 30 (thirty) day’s prior written notice of such intention, simultaneously provide such details as ReferBack may request (which shall include, but not be limited to, the selling Affiliate’s Affiliate ID and full details of the intended purchaser (including their banking details and, if they are already an Affiliate of the Affiliate Program, their Affiliate ID) and furnish ReferBack with an irrevocable consent and authority to pay the selling Affiliate’s Commission, after the sale is completed, to the purchaser. [Click here for the form of consent and authority required by ReferBack]; and
12A..1.2.2 make the deed of sale subject to the suspensive condition that ReferBack approve such purchaser as an Affiliate of the Affiliate Program and that such intended purchaser shall, subject to ReferBack’s approval (at ReferBack’s sole discretion) join the Affiliate Program.
12A..1.3 If ReferBack rejects the intended purchaser as an Affiliate of the Affiliate Program and the selling Affiliate nevertheless decides to proceed with the sale, ReferBack shall terminate this Agreement insofar as it relates to the selling Affiliate, the business sold and/ or the purchaser.
12A.2 Death of Affiliate
12A.2.1 In the event of an Affiliate’s death, ReferBack shall require that the executor of the deceased Affiliate’s estate (or similarly charged person) furnishes ReferBack with certified copies of their authority to act on the deceased Affiliate’s estate’s behalf, the deceased Affiliate’s death certificate and proof of the deceased Affiliate’s beneficiaries’ identities.
12A..2.2 The Affiliate hereby agrees that ReferBack shall be obliged to pay his/ her estate and/ or beneficiaries:
12A..2.2.1 only once ReferBack has received the information required in Clause 13A.2.1 above; and
12A..2.2.2 any sums that may have accrued to the deceased Affiliate as Commission prior to his/ her death (or would otherwise accrue thereafter) for a period of 12 (twelve) months after his/ her death. The Affiliate hereby waives (on his/ her behalf and on behalf of his/ her estate, heirs, beneficiaries, successors or assigns) any rights that he/ she (or they) may have to any further sums of money and/ or Commission under this Agreement.