BY REGISTERING ONLINE WITH LEMICHÉ AFFILIATE PROGRAM THE AFFILIATE CONFIRMS TO HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND TO AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
These terms and conditions set out the rights and obligation which form the legal agreement between the Affiliate and Lemiché.com, whose registered office is at Llull 387, 08019 Barcelona, Spain. The purpose of this agreement is to allow HTML linking between the Affiliate´s website and/or social media profiles and Lemiche.com website.
To enroll into the Lemiche.com Affiliate Program the Affiliate must complete and submit online application, after which the Affiliate will be provided with a personal account. The Affiliate´s account may be suspended at any time at Lemiche.com sole discretion and if the Affiliate violates our terms and conditions, including if the Affiliate´s content:
- Promotes sexually explicit materials;
- Promotes violence;
- Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Promotes illegal activities;
- Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
- Includes misspellings thereof in Lemiche domain name;
- Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;
- Contains software downloads that potentially enable diversions of commission from other affiliates in our program;
- Misrepresents the Affiliate´s identity and contains misleading material.
The Affiliate will be provided with the custom link(s) to Lemiche.com, as well as promotional brand material, to incorporate into the Affilate´s content. The commission payments will be attributed only to the sales generated via the aforementioned official Lemiche.com link(s) of the Affiliate. Lemiche.com reserves the right at any time to review the placement of the Affiliate content and request to modify it if it does not comply with the stipulated guidelines or if it ceases to suit Lemiché brand concept.
The Affiliate is solely responsible to follow all applicable intellectual property and other laws that pertain to the Affiliate´s website and other public content. Lemiche.com is not liable for the Affiliate´s potential violation of the law or any third party rights.
Lemiché Rights and Obligations
Lemiche.com shall keep detailed and up to date records of all sales, and make timely payment of the commissions to the Affiliate accordingly to the generated sales.
Lemiche.com has the right to monitor the Affiliate´s content and determine if all the terms and conditions of this Agreement are followed. Lemiche.com reserves the right to request and notify the Affiliate of any changes necessary and to make sure that the links to Lemiche.com are appropriately placed. If the Affiliate does not comply with the request, Lemiche.com reserves the right to terminate Affiliate´s account and participation in the Program.
Lemiche.com reserves the right to terminate this Agreement immediately and without notice if the Affiliate should commit fraud in the use of Lemiché Affiliate Program or abuse the Program in any way. If such fraud or abuse is detected, Lemiche.com shall not be liable to the Affiliate for any commission for such fraudulent sales.
This Agreement will begin upon our acceptance of the Affiliate application and will continue unless terminated hereunder.
The Affiliate or Lemiche.com may end this Agreement at any time, with or without cause, by giving the other party written notice in form of mail, email or fax. In addition, this Agreement will terminate immediately upon breach of the terms of the Agreement by the Affiliate.
Lemiche.com may modify any terms and conditions in this Agreement at any time at Lemiche.com sole discretion. Modifications may include, but are not limited to, changes in the payment procedures and Lemiche.com's Affiliate Program rules. The Affiliate´s continued participation in Lemiche.com's Affiliate Program following the posting of the change notice or new Agreement will indicate the Affiliate´s agreement to the changes.
Lemiche.com uses a third party to handle all of the tracking and payment and the third party’s payment terms and conditions are applied.
The Affiliate agrees to promote all the Lemiché brand associated material under best marketing practices guidelines and should never use advertising referred to as "spamming", unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, the Affiliate may not advertise in any way that effectively conceals or misrepresents the Affiliate´s identity, domain name or contact data. At all times, the Affiliate must clearly represent him/herself and his/hers web sites as independent from Lemiche.com.
Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Lemiche.com service).
The Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Lemiche.com’s site.As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Lemiche.com site in IFrames, hidden links and automatic pop ups that open Lemiche.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of the Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.
Any violation of the aforementioned restrictions will be considered the cause for immediate termination of this Agreement and the Affilate´s participation in the Lemiché Affiliate Program. Any pending balances owed to the Affilate will not be paid if the account is terminated due to such unacceptable advertising or solicitation.
Grant of Licenses
Lemiche.com grants to the Affiliate a non-exclusive, non-transferable, revocable right to (i) access the Lemiche.com website through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use Lemiché logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that Lemiche.com provides to the Affiliate or authorize for such purpose. The Affiliate is only entitled to use the Licensed Materials to the extent the membership in good standing of Lemiché Affiliate Program. The Affiliate agrees that all uses of the Licensed Materials will be on behalf of Lemiche.com and the good will associated therewith will inure to the sole benefit of Lemiche.com.
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.
Limitations of Liability
LEMICHE.COM WILL NOT BE LIABLE TO THE AFFILIATE 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 LEMICHÉ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL LEMICHE.COM'S CUMULATIVE LIABILITY TO THE AFFILIATE 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 THE AFFILIATE UNDER THIS AGREEMENT.
The Affiliate hereby undertakes that he/she will fully indemnify and hold harmless Lemiche.com, 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 Lemiche.com 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 the Affiliate herein, or (iii) any claim related to the Affiliate´s site, including, without limitation, content therein not attributable to Lemiche.com.
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 which is marked "Confidential," 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.
The Affiliate agrees that he/she is an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Affiliate and Lemiche.com. The Affiliate will have no authority to make or accept any offers or representations on the behalf of Lemiche.com. The Affiliate will not make any statements that reasonably would contradict anything in this Section.
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.
This Agreement represents the entire agreement between Lemiche.com and the Affiliate, and shall supersede all prior agreements and communications of the parties, oral or written.
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.
Applicable Law and Jurisdiction
The present Agreement is governed by the Laws of Spain. In order to solve any conflict related to the interpretation of the present conditions, or the relationship between Lemiche.com and the Affiliate, the parties submit to the jurisdiction of the courts of the city of Madrid, and expressly waive their right to any other venue.