1. Application of Terms
1.1 These Terms apply to your application to, or participation in the Program.
1.2 You can’t apply to or participate in the Program unless you accept these Terms and indicate your acceptance (by ticking the box) on the Bonjoro Affiliate Program application form on the Affiliate Network Provider’s (Tapfiliate) website.
1.3 You may not apply to, or participate in, the Program if you are not of legal age to form a binding contract with the Company, or are otherwise precluded from participating in the Program under the laws of the country in which you are resident.
1.4 These Terms shall be deemed accepted by you upon the earlier of your
(i) submitting an application to participate in the Program; or
(ii) continued participation in the Program.
1.5 We may make changes to the Terms from time to time. When we do, we’ll make a new copy of the Terms available by email as well as on our website and via the Affiliate Networks. When we post changes to the Terms, the "Latest Update" date at the top of Terms will be updated. If you continue to participate in the Program after the date on which the Terms have changed, you are deemed to have affirmatively accepted the updated Terms. If you decide to leave the Program following any changes, the only solution is to terminate your participation in the Program via the Affiliate Networks or in writing by email to the Bonjoro Affiliate Team.
2.1 A potential Affiliate must submit a complete application via the Affiliate Network Provider.
2.2 Affiliates are permitted to open more than one Affiliate account on the Bonjoro Program, however commission on sales will only be rewarded on a “last click wins” basis to the program delivering the last click resulting in a sale.
2.3 The Company, and/or the Affiliate Network Provider, will evaluate the application and notify the potential Affiliate of their acceptance or rejection to the Program. We may reject any application if it is determined, in the Company’s sole and absolute discretion, that the submitted application or related website is unsuitable for the Program.
2.4 Unsuitable sites include, without limitation those which:
2.4.1 Infringe trademark rights of the Company or any third parties or otherwise violate the rights of any third party;
2.4.2 Contain sexually explicit materials;
2.4.3 Contain hate/violent/offensive content;
2.4.4 Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
2.4.5 Promote illegal activities or otherwise violate any applicable laws, including without limitation: (i) viruses, Trojan horses, worms, time-bobs, keystroke loggers, spyware, adware or any other harmful programs or (ii) any unsolicited or unauthorized advertising or promotional material or any other form of similar solicitation to any person;
2.4.6 Violate any intellectual property rights of the Company or any third parties, including, without limitation, scraping text or images from the Website;
2.4.7 are otherwise considered by the Company to be offensive or inappropriate; and/or
2.5 If either the Company or the Affiliate Network Provider rejects the application, potential Affiliates may, subject to the terms of its agreement with the Affiliate Network Provider, re-apply to the Program at any time. If the Company and the Affiliate Network Provider accepts your application and your site is thereafter determined, at the Company’s sole discretion, to be unsuitable for the Program, the Company may terminate this Agreement and thus your participation in the Program.
3. Term and Termination
3.1 These Terms shall remain in full force and effect for the whole time during which you participate in the Program.
3.2 The Company may terminate your participation in the Program at any time with 7 days prior notice, if you breach any of these Terms, except in instances of gross misconduct where an affiliate will be immediately removed. Any instant removals will be discussed with the relevant network to confirm an affiliate conduct warrants such action.
3.3 Immediately upon your ceasing to participate in the Program for whatever reason (whether it be due to termination of your agreement with the Affiliate Network Provider or otherwise), you shall return to the Company any confidential information, and all copies of information in your possession, custody and control. You will cease all uses of any trade names, trademarks, service marks, logos and other designations of the Company or its licensors. You shall also immediately, remove all Company banners from your site and disable any links to the Company’s website from your site.
3.4 The termination of your participation in the Program will not relieve you of any liability arising from any breach of these Terms occurring prior to such termination.
4. Affiliate Obligations and Responsibilities
4.1.1 Affiliate shall only engage in advertising, marketing and promotional efforts which do not violate any law and which reflect positively upon the business reputation of the Bonjoro brand.
4.1.2 Affiliate shall not establish any social network profiles or domains, a blog domain, profile name or display name containing “Bonjoro” or any variation, including but not limited to Bonjoro, Bonjoro.com
4.1.3 Furthermore, affiliates operating within social environments must communicate under their affiliate names so there is clarity that they are not misrepresenting themselves as Bonjoro and so that customers understand they operate separately to Bonjoro.
4.1.4 Affiliates are prohibited from using Twitter hashtags when posting comments which could be construed as negative to the brand.
4.1.5 If affiliates post on an existing community website with reference to Bonjoro, they must be open to community members that they are an affiliate for Bonjoro.
4.1.6 If an affiliate receives any complaints from their users regarding Bonjoro services, they should not respond and instead agree to forward the complaint via email to Bonjoro within 24 hours.
4.1.7 Other than the Affiliate’s entitlement to receive Commission in accordance with clause 5, Affiliate shall not be entitled to any costs or payments and shall bear all costs and expenses incurred by it in connection with the advertising, marketing and promotion of Bonjoro products and services to the Affiliate’s customers in accordance with the Bonjoro Affiliate Program.
4.2 Keywords & Bidding
4.2.1 Affiliates shall NOT purchase any domains that include any variation or misspell of Bonjoro and shall NOT bid on any keywords or keyword phrases that include any variation or misspell of Bonjoro or bonjoro.com, including but not limited to any keywords containing “Bonjoro”, in any format in any pay per click (PPC) search engine.
4.2.2 Affiliates are also restricted from utilising any Bonjoro trademarks, any variations or misspells of Bonjoro in URLs. This includes, but is not limited to, the following search engines: Google, MSN, Yahoo!, Bing and Ask.
4.2.3 Affiliates shall NOT use “branded term + generic terms” to gain preferential listings on any search engines, directories or any other kind of online database, including without limitation, Google, Yahoo!, MSN, Bing and Ask. For example, 'Bonjoro video emails’ or ‘Bonjoro app' are prohibited pursuant to this clause.
4.2.4 It is the responsibility of the Affiliate to seek the advice of the Bonjoro account manager if the Affiliate is in any doubt about what it is permitted or not permitted to do, pursuant to these Terms.
4.2.5 Affiliates are NOT permitted to bid on any of the Company’s competitor’s brand terms to drive traffic to the Bonjoro website. The Company’s competitors include, but are not limited to: Bombbomb, Loom (Useloom), Covideo, Wistia, Wistia Soapbox, Vidyard, Vidyard GoVideo, Dubb.
4.2.6 The Affiliate acknowledges the risks of Google’s extended/expanded broad match functionality and that the Company strongly recommends that the Affiliate include the terms “Bonjoro” and “bonjoro.com” as negative keywords on all campaigns, in order to negate the risk of appearing on Bonjoro brand terms.
4.2.7 All clicks must first land on the Affiliate’s site, and the website user must click from the Affiliate’s site to www.bonjoro.com. Clicks must never land directly on www.bonjoro.com. Overlays and masked URLs are NOT permitted.
4.2.8 Affiliates shall not set up any site redirects from any page on its website or network of websites so that the page goes directly to www.bonjoro.com.
4.2.9 Affiliates shall not place any banners or links within unsolicited email, unauthorized newsgroup postings, chat rooms or through the use of "bots". Traffic generated illegally will not be commissionable.
4.2.10 Affiliates are not permitted to bid on or use any Bonjoro trademarks to gain preferential listings on search engines or directories or any other kind of online database. The Affiliate acknowledges that it is aware that the Company continually monitors search engine activity, in particular but without limitation, across Google, Yahoo!, Bing and MSN.
4.3 Advertising Material
4.3.1 Affiliate agrees to cooperate fully with Company in utilizing and maintaining links and other promotional tools as supplied by Company, or by the Affiliate Network Provider on the Company’s behalf. Furthermore, the Affiliate agrees to:
4.3.2 Utilize the entire code for the banners, links and other promotional tools (including the tracking codes therein) and not in any way alter or remove any part of the code;
4.3.3 Display on Affiliate’s website(s) only those graphical or textual images that are provided by Company or by Affiliate Network Provider on the Company’s behalf;
4.3.4 Update such images with new images provided by Company or by the Affiliate Network Provider on Company’s behalf from time to time;
4.3.5 Display such graphic and/or textual images prominently in relevant sections of Affiliate’s website(s); and
4.3.6 only display such graphic and/or textual images in accordance with any applicable time limits notified to Affiliate via the Affiliate Network Provider’s website and ensure that they are not displayed after the expiry of any applicable promotional periods relating to such graphic or textual images.
4.3.7 Affiliates agree not to copy or resemble the "look and feel" or layout of the Bonjoro Web Site or otherwise represent to users that your Web Site is representing the Company and/or the Bonjoro Business; and
4.3.8 misrepresent or embellish the relationship between you and the Company;
4.3.9 suggest that the Company endorses any products or services other than its own.
4.4.1 The Company does not condone or endorse Spam. Any Affiliates found to be actively engaged in Spam activities will be removed from the Program. Commission will not be payable where it results from or is connected to Spam activity.
4.4.2 Affiliates shall not conduct unauthorized eDM (email direct marketing) communications advertising the Bonjoro brand. Classification of eDM communications that is not permitted includes without limitation, unsolicited email (spam), spamvertising and spoofing.
4.4.3 The Company employs strict eDM guidelines and policies for affiliates, media and other third parties. The eDM guidelines and policies serve to protect the Bonjoro brand, and email reputation with customers, Internet Service Providers (Google, AOL, Yahoo!, Hotmail, etc.) and spam services including Spam Cop, Spam Assassin, Goodmail, Bonded Sender and others.
4.4.4 By participating in the Program, the Affiliate agrees to abide by all applicable regulations and employ best practices in all marketing email communications.
4.4.5 Affiliate further acknowledges and agrees that subscribers and customers may incur expenses in dealing with Spam-generated mail, and that the Company may potentially incur legal expenses and penalties as a result of unauthorized third party email communications and in such event expenses will be payable by the Affiliate. In such cases, the Company shall determine such amounts in good faith, such determination will be deemed accepted by Affiliate, and such amount will be collectable by law as a debt owing to the Company, following the Company’s demand for payment of such amount by the Affiliate.
4.5 Coupons/promotion codes
4.5.1 For the purposes of clause 4.5.1, a voucher code directory includes without limitation:
(i) any website with a URL that contains any or all of the following terms, or derivatives of the following terms: “code”, “vouchercode”, “promotional code” “voucher” or “coupon”;
(ii) any website which appears in search engine listings under any of the terms or derivatives of those set out in clause 4.5.2(i); and
(iii) any website whose primary or main focus is to promote the use of voucher codes.
4.5.3 In the event that the Company does, notwithstanding clause 4.5.1 above, engage in a tactical voucher code/voucher redemption for use both online and/or offline the Affiliate shall comply with the following rules in respect of promoting special offers, discounts and/or promotions:
(i) Use of “click to reveal” when there is no valid or current code present, or use only to show deals, offers or sales instead of vouchers, is not permitted.
(ii) The voucher offer that will be revealed by the click must be clearly detailed.
(iii) All codes used must be valid, which means that they must have been legitimately issued by the Company for use online, solely for affiliates, and must have an activation date and where necessary, a deactivation date.
(iv) Codes which have not been communicated by the Affiliate’s account manager must not be used (“Unauthorised codes”). In addition: social codes or user submitted codes will not be rewarded with commission payments. These sales will be declined. Bonjoro will only reward sales made with vouchercodes allocated to the affiliate channel directly by the affiliate team.
(v) The Affiliate must not feature any Unauthorised codes (non-affiliate issued codes) nor cite a URL to that Unauthorised code anywhere on the Affiliate’s website(s).
(vi) The Affiliate must not feature coupon, voucher or promotion codes outside of the stated promotional period.
4.6 Affiliate web site
You shall ensure that throughout the Term your Web Site:
4.6.1 is live and operational with downtime limited to a maximum of 28 days per annum;
4.6.2 resolves at a top-level domain (by way of example only, www.yourname.com);
4.6.3 delivers an experience (including ease of navigation) to visitors of a high standard of quality;
4.6.4 complies with all terms and conditions, and guidelines issued by the Company including those contained in this Agreement; and:
4.6.5 is located at the URL notified by you to the Affiliate Network and/or Company upon application to the Bonjoro Affiliate Program.
4.6.6 The Company may in its sole discretion monitor, or request that the Affiliate Network monitor, your Web Site and shall notify you of any aspect of your Web Site that the Company reasonably considers to be unacceptable or out of date. You shall change your Web Site to remove any such unacceptable, or update any out of date aspect as soon as reasonably practicable and in any event, no later than 7 days after being notified by the Company.
4.6.7 The Company and/or the Affiliate Network will perform ad hoc checks from time to time of your Web Site to ensure that you are complying with all the terms of this Agreement.
4.6.8 You further acknowledge and agree that information in respect of your Web Site (name, URL, traffic counts or similar) may be used by the Company for tracking usage or inclusion in a list of web sites on publicity or marketing materials.
5. Commission payments
5.1 Commission will be paid in accordance with the terms of your agreement with the Affiliate Network Provider and these Terms provided that if there is any inconsistency or conflict between these Terms and the terms of your agreement with the Affiliate Network Provider, these Terms will prevail.
5.2 The Company has the right to determine the rate of commission payable and the terms on which it is payable, in its absolute discretion.
5.3 The Company will pay a single commission rate according to the type of customer sale referred by the affiliate. The primary customer type is “new customer” (making their first paid order).
5.4 The Company shall notify the Affiliate of the rate of commission payable via:
(i) the Affiliate Network Provider’s website;
(ii) email to the Affiliate; or
(iii) listed on www.bonjoro.com, and the Company may vary the rate of commission payable at any time, on giving notice to the Affiliate via the same method.
5.5 The Affiliate shall receive commissions payable in accordance with these Terms and its agreement with the Affiliate Network Provider, via the Affiliate Network Provider and not directly from the Company. Where the Company has paid to the Affiliate Network Provider all commission payments due to the Affiliate pursuant to its participation in the Bonjoro Affiliate Program in accordance with these Terms and its agreement with the Affiliate Network Provider, then the Company shall not be responsible for ensuring that the Affiliate receives such commission payments from the Affiliate Network Provider.
5.6 The Company shall not be responsible or liable to the Affiliate for any liability arising from the Affiliate Network Provider”s acts, omissions or negligence.
5.7 If the Affiliate breaches any of the provisions of clause 4 of these Terms:
(i) commission which would otherwise have been payable in respect of the day(s) on which each such breach occur, shall not be payable; and
(ii) The Company may suspend or terminate the Affiliate’s participation in the Program within 7 days notice to the Affiliate.
5.8 No commission is payable in respect of:
5.8.1 transactions made using invalid promotion/voucher codes;
5.8.2 the cost of shipping, delivery or handling of goods;
5.8.3 cancelled and returned orders;
5.8.4 non-commissionable items: Bonjoro.com free plan. (This list may be amended from time to time. Affiliates will be notified in advance of any changes);
5.8.5 participation in the Bonjoro Referral Program, should a referral link be used by the customer;
5.8.6 fraudulent transactions;
5.8.7 any other exclusion notified to the Affiliate from time to time.
5.9 The “relevant period”, or “cookie period” during which, for the purposes of the Program, a commission may (subject to all other Terms) become payable following the date (the “Session Start Date”) of access by a website end user of the Company’s website by clicking on a link published by the Affiliate in accordance with these Terms and its agreement with the Affiliate Network Provider (the “Affiliate Link”), is the earlier of:
(i) 90 days from the Session Start Date;
(ii) the date and time at which a website end user visits the Company’s website via any indirect link other than the Affiliate Link (for example but without limitation, via the online marketing activity of any other third party); and
(iii) the expiration or termination of the Affiliate’s participation in the Program for any reason whatsoever.
6. Warranties and Indemnities
6.1 No advice or information, whether oral or written, obtained by you from the Company or in relation to the Program shall create any warranty not expressly stated in these Terms. The Company further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement. The Company also makes no warranties as to the performance of the Program or the number of visitors who click on a link from the Affiliate’s website to the Company’s website.
6.2 You expressly understand and agree that the Company, its subsidiaries and affiliates, and its licensors and service providers shall not be liable to you for:
(i) any indirect, incidental, special, or consequential damages which may be incurred by you, however caused;
(ii) any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data;
(iii) any loss or damage as a result of: (a) any changes which the Company may make to the Program, or for any permanent or temporary cessation in the provision of the Program (or any features within the Program); (b) the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Program; or (c) your failure to keep your password or account details secure and confidential.
6.3 The limitations on the Company’s liability above shall apply whether or not the Company has been advised of or should have been aware of the possibility of any such losses arising, but shall not in any way limit or restrict any liability of the Company for:
(i) any death or personal injury caused by the negligence of the Company;
(ii) any loss arising out of any fraudulent misrepresentation; or
(iii) any other liability which cannot by law be excluded.
6.4 The Affiliate warrants that:
(i) its acceptance of these Terms does not breach any other agreements to which it is a party;
(ii) it has duly registered the domain names of its website(s) which will be linked to the Company’s website with all applicable authorities; and
(iii) the Affiliate’s website(s) (including without limitation all content, text, images, software, media and other materials which the Affiliate has placed within its website(s)) is proprietary to or licensed by the Affiliate and does not and will not infringe upon or violate any copyright, patent, trade mark or other proprietary third party right.
6.5 The Affiliate will indemnify and hold harmless the Company, its officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable legal fees) directly or indirectly arising from or relating to: any breach by it of these Terms, or any act or omission of the Affiliate in relation to the Bonjoro Affiliate Program.
7.1 The Affiliate shall not assign, transfer, charge, create a trust over or otherwise deal in its rights and/or obligations under these Terms (or purport to do so) without the Company’s prior written consent.
7.2 The Affiliate shall not sub-contract the performance of any or all of its obligations under these Terms without the Company’s prior written consent.
7.3 Unless the right of enforcement is expressly granted, it is not intended that any provision of these Terms shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Terms.
7.4 A failure or delay by either party to exercise any right or remedy under these Terms shall not be construed or operate as a waiver of that right or remedy nor shall any single or partial exercise of any right or remedy preclude the further exercise of that right or remedy.
7.5 Without prejudice to the Company’s agreement with the Affiliate Network Provider, these Terms represents the entire terms agreed between the parties in relation to their subject matter and supersede all previous contracts or arrangements (including any usage or custom and any terms arising through any course of dealing) of any kind between the parties relating to their subject matter.
7.6 Nothing in these Terms and no action taken by the parties pursuant to these Terms shall be construed as creating a partnership or joint venture of any kind between the parties or as constituting either party as the agent of the other party for any purpose whatsoever. No party shall have the authority to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.
7.7 Each of the provisions contained in these Terms shall be construed as independent of every other such provision, so that if any provision of these Terms shall be determined by any court or competent authority to be illegal, invalid and/or unenforceable then such determination shall not affect any other provision of these Terms, all of which other provisions shall remain in full force and effect.
7.8 These Terms shall be governed by and construed in accordance with English law.
The following Terms and Conditions form a legally binding agreement between the affiliate of the Bonjoro Affiliate Program (that’s “you”, the “Publisher” or “Affiliate”) and Vimily Ltd (that’d be “us”, “we” or “Company”) in relation to the Bonjoro Affiliate Program (which from time to time we may call the “Program”).