GSE StudioWeb Affiliate Program - Terms and Conditions

In this Agreement, “GSE StudioWeb,” “we,” and “us” means GSE StudioWeb and “you”, or “Affiliate” means the applicant desiring to participate in the GSE StudioWeb affiliate program (the “Affiliate Program”).
”Link” or “Links” refers to any hypertext link, URL, banner, graphical or text ad containing a reference to GSE StudioWeb or its products or services or web properties and made available to you by GSE StudioWeb pursuant to this Agreement. The “GSE StudioWeb Site” or “Our Site” means the web site located at or other GSE StudioWeb-owned Internet properties, “our” means belonging to or pertaining to GSE StudioWeb. “Your Site” means the web site or sites, email, or other online marketing venues upon which you establish the Links to Our Site as part of the Affiliate Program. The term “GSE StudioWeb Services” means any GSE StudioWeb service or product as well as any services or products that GSE StudioWeb may introduce from time to time in the future and offer through the Affiliate Program. “GSE StudioWeb Entity” means each of GSE StudioWeb’s affiliates, including but not limited to GSE StudioWeb.co.uk, as may be updated from time to time by GSE StudioWeb.
 By using the Links provided by a particular GSE StudioWeb Entity, you are entering into this Agreement with such GSE StudioWeb Entity and entering that GSE StudioWeb Entity’s Affiliate Program. The Effective Date of such Agreement is the day on which Link is used by you. The use of such GSE StudioWeb Entity Links and participation in that GSE StudioWeb’s Entity’s Affiliate Program will create binding obligations only between you and such GSE StudioWeb Entity, and you will look solely to such GSE StudioWeb Entity for any claims on Valid Sales arising through such Links. With respect to such GSE StudioWeb Entity Affiliate Program, each reference in this Agreement to rights and obligations of GSE StudioWeb shall be a reference to the respective GSE StudioWeb Entity providing the Links or GSE StudioWeb Services pursuant to that Affiliate Program.

1. Eligibility for the GSE StudioWeb Affiliate Program

1.1. To enroll in the Affiliate Program, you must register on the Affiliate Program website and receive a valid GSE StudioWeb issued affiliate identification number (“Affiliate ID”), you must be in compliance with the requirements of this Agreement and, if you are an GSE StudioWeb customer, you must be in good standing. Acceptance into the Affiliate Program is at our sole discretion, which may be withheld or withdrawn at any time for any reason or for no reason at all.
1.2 Upon acceptance, you will be able to log in to the Affiliate Program website (the “Affiliate Portal”) and access the Links. You agree to keep your contact and payment information complete, accurate, and up-to-date in the Affiliate Portal. GSE StudioWeb’s rights and obligations with respect to the disclosure and use of the information we gather about any Affiliate are governed by the terms of this Agreement and GSE StudioWeb’s Privacy Policy and, in addition to any other permitted uses, any such information may be used for GSE StudioWeb’s internal accounting, promotional or legal processes. For the purposes of this Section 1.2, “Privacy Policy” shall mean;
1.2.1. for accounts associated with a billing address located in any countries, the privacy policy located at: https://gsestudioweb.co.uk/privacy-policy
1.3. We may reject or discontinue your participation in the Affiliate Program if we determine, at any time and at our sole discretion, that Your Site is unsuitable for the Program. Your Site may be deemed by us to be unsuitable if, in our view, it;
1.3.1. contains, promotes or links to sexually explicit, violent, defamatory, threatening, or harassing material;

1.3.2. promotes, depicts or links to material that promotes or depicts discrimination (whether based on race, gender, religion, national origin, physical or mental disability, sexual orientation, or age);

1.3.3. contains unlawful material, including but not limited to materials that may violate another’s intellectual property rights, or links to a site that contains such material;

1.3.4. contains information regarding, promotes or links to a site that provides information or promotes illegal activity or which is otherwise misleading or deceptive;

1.3.5. is directed to persons under the age of 18, or

1.3.6. for any other reason that is deemed by us to be unsuitable.
1.4. You understand that GSE StudioWeb reserves the right to conclude that Your Site is unsuitable in accordance with our standards, in our sole discretion, and we may come to such a conclusion even if it is based upon our opinion or mere suspicion or belief, without any duty to prove that our opinion or suspicion is well-founded and even if our opinion or suspicion is proven not to be well-founded or if others’ sites have not been deemed unsuitable despite having the same or similar characteristics as Your Site.

2. Usage

2.1. Subject to the terms of this Article, we will provide to you all Links, and any related banners, graphics, or text ads necessary to promote and offer the GSE StudioWeb Services to Your Site’s visitors and/or its members. The Link may consist of ads containing text or graphic images provided by us (and is subject to change from time to time in our sole discretion) and may contain our logo or other references to GSE StudioWeb. This Link will connect Your Site with the area on Our Site where the visitor may apply for the GSE StudioWeb Services directly with us. The Link will serve to identify you as a member of our Affiliate Program and will establish a link from Your Site to Our Site.
2.2. In utilising any GSE StudioWeb-provided Link, you agree that you will cooperate fully with us in order to establish and maintain such Link. You also agree that you will display only those Links that are provided by us, and you will substitute such Links with any new or update Links provided by us from time to time throughout the term of this Agreement. All Links may be modified by us and/or expanded from time to time throughout the term of this Agreement. We reserve the right to monitor your Links and to demand changes to the placement or any other aspect of your use of the Link if, in our sole discretion, we believe that your Link negatively affects GSE StudioWeb in any way. Proper use and coding of the Link is the sole responsibility of the Affiliate.
2.3. Each Link connecting users of Your Site to the pertinent area of Our Site shall in no way alter the look, feel or functionality of Our Site.
2.4. To obtain permission to advertise the Link in ways not specifically permitted by this Agreement, you must email GSE StudioWeb with your proposed advertising method, Affiliate ID, and personal contact information and we will then contact you regarding this request. Such requests will be given due consideration, however, GSE StudioWeb reserves the right to deny any such requests without reason or justification, in GSE StudioWeb’s sole discretion.
2.5. You understand that the Links and any related banners, graphics, artwork, or text are GSE StudioWeb’s intellectual property, and that your use of those links is governed by the terms of this Agreement, including without limitation Articles 2, 4, and 9, and by relevant state, federal, and international law.

2.6. You are responsible for all activity occurring on your user accounts and those of your employees or agents. You shall, and shall ensure that your employees and agents shall, maintain the confidentiality of any non-public authentication credentials associated with your use of the Affiliate Program, and shall promptly notify GSE StudioWeb of any known or suspected security incidents or misuse of your accounts or authentication credentials.

3. Our Responsibilities

3.1. GSE StudioWeb (including relevant GSE StudioWeb Entities) or our respective affiliates and Subcontractors (as defined below), in our sole discretion and for our sole account, will be responsible for;
3.1.1. providing all information necessary to allow you to make appropriate Links from Your Site to Our Site;

3.1.2. processing orders for GSE StudioWeb Services placed by a customer following a Link from Your Site;

3.1.3. tracking the number and amount of sales generated by the Link from Your Site;

3.1.4. providing information to you regarding Commission payments;

3.1.5. provision of the GSE StudioWeb Services and any related credit card authorisations, payment processing, cancellations, returns, and customer service; and

3.1.6. establishing commission schedules and payouts of earned Commissions as detailed in Section 6 of this Agreement.
3.2. GSE StudioWeb may, in its sole discretion, perform the GSE StudioWeb Services and any of the services set forth in Section 3.1 by or through third parties (each, a “Subcontractor”) or any other employees, agents, or independent contractors.
3.3. You authorise the disclosure of any information provided by you, including personal information, to GSE StudioWeb (including relevant GSE StudioWeb Entities) or our respective affiliates and Subcontractors for the purpose of carrying out our obligations under this Agreement and as otherwise permitted pursuant to GSE StudioWeb’s Privacy Policy.

4. Your Responsibilities

4.1. If you qualify and agree to participate as a GSE StudioWeb Affiliate;

4.1.1. You may display the provided Link prominently throughout Your Site as you see fit and without our prior consent subject to the terms and limitations of this Agreement.

4.1.2. You are not entitled to participate and promote on Your Site any sweepstakes, contests, and special promotions we may offer, and in connection therewith without GSE StudioWeb’s express written consent, and GSE StudioWeb shall have full discretion as to whether we make such contests and promotions available to users of Your Site. If we do decide to allow affiliates to participate, you will be provided with approved licensed ads only for those you are allowed to offer, and you may become entitled to earn referral fees as set forth in Sections 5 and 6 below.
4.1.3. You shall not misrepresent GSE StudioWeb or its products or services, or otherwise make any claims, representations, or warranties in connection with GSE StudioWeb (including without limitation representations about the GSE StudioWeb Services on Your Site) other than as expressly authorised by GSE StudioWeb, and

4.1.4. You shall have no authority to, and shall not bind GSE StudioWeb to any obligations, except as may be expressly set forth herein to the contrary or as otherwise agreed to and approved in advance in writing by GSE StudioWeb. Nothing in this Agreement nor any conduct of either party shall be deemed to constitute an employment or agency relationship.
4.2. You are solely responsible for ensuring that You, the content of Your Site, and any products and services that you offer from Your Site comply with all applicable domestic and foreign, federal, state and local laws, rules, regulations and ordinances (collectively, “Laws”) including, without limitation laws pertaining to: consumer protection; marketing and promotion, whether online, via e-mail or telephone, or otherwise; finance and credit; bribery and corruption; and all applicable privacy laws, including the General Data Protection Regulation (“GDPR” ).
4.3. You will comply with the provisions of the Data Protection Agreement attached hereto as Exhibit 1.
4.4. You will prominently post and make available to end-users, 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 GSE StudioWeb and its Subcontractors for use as intended by GSE StudioWeb and Subcontractors.
4.5. E-mail marketing is not permitted under the Affiliate Program except as agreed to by GSE StudioWeb in writing, in its sole discretion.
4.6. You are solely responsible for the development, operation and maintenance of Your Site and for all materials that appear on Your Site. Such responsibilities include, but are not limited to, the technical operation of Your Site and all related equipment; the accuracy and propriety of materials posted on Your Site; providing clear and conspicuous notice and obtaining consent prior to the placement of any cookies or software (including but not limited to adware or spyware) onto an individual’s computer; and ensuring that materials posted on Your Site do not violate or infringe upon the rights of any third party and are not slanderous or otherwise illegal. We disclaim all liability for all such matters.
4.7. You may not:

4.7.1. directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using the Link on Your Site to access Our Site;

4.7.2. read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;

4.7.3. take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring;

4.7.4. use unsolicited commercial email (UCE), spam, search engine spam, or other illegal or unethical means by which to generate Commissions
;
4.7.5. use any mechanism or artifice to qualify for rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bona fide product or service purchases by end user customers;

4.7.6. other than providing the Link on Your Site in accordance with this Agreement, post or serve any advertisements or promotional promoting the GSE StudioWeb Services or Our Site or otherwise around or in conjunction with the display of the GSE StudioWeb Site (e.g., through any “framing” technique or technology or intrusive or persistent pop-up or pop-under windows) or on chat rooms or message or bulletin boards;

4.7.7. seek to purchase or register any keywords, search terms or other identifiers related to the trademarks of GSE StudioWeb or any GSE StudioWeb Entity, including, without limitation, “GSE StudioWeb”, “GSE SW”, “GSE StudioWeb Services”, “GSE Stw”, and the GSE StudioWeb logo) or the trade or service marks or names of GSE StudioWeb’s competitors, including misspellings or variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service; or

4.7.8. seek to purchase or register any domains or other identifiers that include variations on the trade or service marks or names of GSE StudioWeb, an GSE StudioWeb Entity, or their respective competitors intended to approximate misspellings or typographical mistakes of same or which otherwise would constitute typo or domain squatting, including variations thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.
4.8. If we determine, in our sole discretion, that you have engaged in any of the activities outlined in Section
4.7. we may (without limiting any other rights or remedies available to us) withhold any Commissions otherwise payable to you under this Agreement and/or suspend or terminate this Agreement.
4.9. We have the right, but not the obligation, in our sole discretion, to monitor Your Site and your usage of the Link at any time and from time to time to determine if you are in compliance with the terms of this Agreement.

4.10. We may be obligated under relevant national or local law to obtain certain tax information or documentation from Affiliate Program participants prior to acceptance in the Affiliate Program or payment of any commissions or report such payments to tax or other governmental authorities, and you consent to any such information gathering or reporting. If we believe we are obligated to obtain tax information or documentation from you and you do not provide this information, we may withhold Affiliate payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain such information.
4.11. You will be responsible for reporting and paying all charges, fees, levies, imposts, duties, tariffs or other assessments imposed by or payable to any federal, state, local or foreign tax or governmental authority, including without limitation, sales, use, goods, services, value added, transfer, customs, personal property, stamp duty, excise, withholding and other obligations of the same or similar nature (individually and collectively, “Taxes” ) that result from income you may earn through your participation in the Affiliate Program and you agree to fully indemnify, defend, and hold GSE StudioWeb harmless with respect to any damages or liabilities that: (a) result from your failure to provide the requisite tax reporting information or documentation to GSE StudioWeb; (b) your failure to properly report and/or pay your taxes to any taxing authority, or (c) are otherwise in any way connected to your tax reporting and payment obligations.

5. Commissions and Fee Schedule

5.1. You will earn Commissions based on the sale of GSE StudioWeb Services according to the current fee schedule for the Affiliate Program as made available to you on the Affiliate Portal from time to time, and this Agreement. We reserve the right to modify the Commission on the GSE StudioWeb Services at any time.
5.2. Subject to the Payments and Fees Schedule, we will pay you, a single referral fee (“Commission”) on sales of GSE StudioWeb Services to new customers which meet the requirements set forth in this Agreement, as determined by GSE StudioWeb in its sole discretion (“Valid Sales”). Your entitlement to an earned commission will accrue only if the customer:

5.2.1. accesses Our Site through the use of a qualified, correctly structured Link and completes the order for GSE StudioWeb Services no later than 30 days after the initial click-through of the Link; provided, however, that the Affiliate Program works on a “last affiliate wins” system, meaning the most recent affiliate who got the click should be credited with the sale;

5.2.2. purchases the GSE StudioWeb Services using our online signup process;

5.2.3. remits full payment to us;

5.2.4. remains a customer in good standing for at least 60 days from the contract activation date.
5.3. The Affiliate Program is intended for commercial use only. You will not be compensated for sales to existing GSE StudioWeb customers.
5.4. Valid Sales do not include sales which:

5.4.1. are directly or indirectly made by or on behalf of Affiliate or Affiliate’s employees, representatives, or affiliated companies;
5.4.2. which are obtained through Fraud (as defined in Section 5.8) or misuse of a Link;

5.4.3. are subject to a charge back or which are otherwise refunded or credited back to the customer; or

5.4.4. are otherwise deemed by GSE StudioWeb to be in violation of this Agreement or the terms of the Affiliate Program in GSE StudioWeb’s sole discretion.
5.5. GSE StudioWeb shall automatically generate a report for Valid Sales and Commissions payable under this Agreement and shall remit payment to Affiliate based upon that report. All tracking of Links and determinations of Commissions shall be made by GSE StudioWeb in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to GSE StudioWeb 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 or challenges based upon that invoice.
5.6. Payment will be made to you for Valid Sales on a monthly basis, either via the payment method which you keep on file with GSE StudioWeb, at our discretion, provided that the total Commissions GSE StudioWeb owes you is greater than £50 or, upon at least 30 days written notice, such other amount as GSE StudioWeb may determine in its sole discretion from time to time. Accounts with a balance of less than £50 will roll over to the next month and will continue to accrue monthly until the £50 minimum is reached.
5.7. GSE StudioWeb may, at its absolute discretion, withhold or offset payment against previously paid Commissions for any Valid Sale which is later determined to be invalid. GSE StudioWeb is under no obligation whatsoever to pay any Commission to any Affiliate who breaches this Agreement and its guidelines, as modified from time to time, or any other agreement with GSE StudioWeb. GSE StudioWeb’s determination of the Commissions due shall be dispositive.
5.8. GSE StudioWeb reserves the right to take legal action against any fraud, or conspiracy to defraud and to recover any Commissions paid to an Affiliate which were earned as a result of such fraud. “Fraud” includes, but is in no way limited to, using fraudulent credit card or other payment information; using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealth ware, cookie-stuffing and other deceptive acts or click-fraud. GSE StudioWeb shall make all determinations about fraudulent activity in its sole discretion.

6. Policies and Pricing

Customers who buy GSE StudioWeb Services through the Affiliate Program are bound by GSE StudioWeb’s General Terms and Conditions of Service. We may change our services, products, pricing, policies and operating procedures at any time, in our sole discretion. For example, we will determine the prices to be charged for GSE StudioWeb Services sold through the Affiliate Program or otherwise in accordance with our own pricing policies.

7. Publicity

You shall not create, publish, distribute, or permit any written or graphical material that makes reference to GSE StudioWeb or any GSE StudioWeb Entity other than those mentioned in this Agreement or otherwise provided by GSE StudioWeb, without our prior written consent, in our sole discretion.

8. Licenses and Use of the GSE StudioWeb Logos and Trademarks

8.1. We grant you a non-exclusive, non-transferable, revocable right:

8.1.1. to allow access to Our Site from Your Site through the Link solely in accordance with the terms of this agreement; and

8.1.2. solely in connection with the Link, to use our logos, trade names, trademarks and similar identifying material relating to us and which we provide to you (collectively, the “Licensed Materials”), for the sole purpose of establishing a Link to Our Site so users of Your Site can purchase GSE StudioWeb Services.
8.2. You may not alter, modify or change the Link or Licensed Materials in any way. You may use only authorised, licensed advertising creatives or ads.
8.3. Other than establishing a link from Your Site to Our Site, you shall not make any use of any Licensed Materials without first obtaining our prior written consent. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays us in a negative light. We reserve all of our rights in the Licensed Materials and of our other proprietary rights. You shall not in any way imply that the Link or Licensed Materials are associated with any other company or any third party products or services. We, in our sole discretion, may revoke your license to use our Link or the Licensed Materials at any time. Affiliate shall comply with all guidelines provided by GSE StudioWeb with respect to the text or graphic reproduction, appearance, and “look and feel” related to the marketing and representation of the Links and GSE StudioWeb.
8.4. Any unauthorised use of the GSE StudioWeb links, text, banners or other ads not approved of or provided by GSE StudioWeb may be cause for immediate termination of this Agreement.
8.5. Except for the license granted under this Article 8, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Licensed Materials, the Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to any GSE StudioWeb domain name or web properties. You shall not assert the invalidity, unenforceability, or contest the ownership by GSE StudioWeb of the Licensed Materials, the GSE StudioWeb Site, or any related links, artwork, logos or other materials in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice GSE StudioWeb’s rights in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill.
8.6. You grant to us a non-exclusive license to utilise your company name and logo, as the same may be amended from time to time (the “Affiliate Trademarks”), to advertise, market, promote and publicise in any manner your participation in the Affiliate Program or our rights hereunder; provided, however, that we shall not be required to so advertise, market, promote or publicise.

9. Term of this Agreement and Termination

9.1. The term of this Agreement will begin upon Our acceptance of your enrollment pursuant to Section 1.1 and will end when terminated by either party. GSE StudioWeb may terminate this Agreement immediately at any time, with or without cause, by disabling the Links or providing You with written notice. You may terminate this Agreement at any time by written notice.
9.2. Upon termination of this Agreement:

9.2.1. GSE StudioWeb’s acceptance of referrals obtained through Your Site shall not constitute a continuation or renewal of this Agreement or a waiver of such termination;

9.2.2. you shall be entitled only to those Commissions, if any, earned by you on Valid Sales made on or prior to the date of termination, excluding without limitation amounts due to actual fraud, credit card fraud, credit card;

9.2.3. you shall in no event be entitled to Commissions with respect to referrals delivered after the date of termination, irrespective of whether any service or product order, contract, or commitment relating thereto was entered into prior to the date of termination;

9.2.4. upon termination, all of Your rights and licenses under this Agreement shall immediately terminate and you shall remove the Link or other Licensed Materials from Your Site; and

9.2.5. you shall return to GSE StudioWeb any Confidential Information, and all copies thereof, in your possession, custody and control.
9.3. Upon any termination of this Agreement, you and GSE StudioWeb will be released from all obligations and liabilities to the other occurring or arising after the date of such termination or the transactions contemplated hereby, except with respect to those obligations which by their nature are designed to survive termination as provided herein; provided that no such termination will relieve you from any liability arising from any breach of this Agreement occurring prior to termination.

10. Modification

10.1. We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and from time to time, in our sole discretion. Modifications may include, but are not limited to, changes in the scope of available referral fees, commission schedules, payment procedures and Affiliate Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AS PROVIDED IN ARTICLE 9.
10.2. Your continued participation in the Affiliate Program following our posting of a change notice or new Agreement on the affiliate portal will constitute binding acceptance of the change. No amendment, modification or supplement to this Agreement shall be effective unless it is posted by an authorised representative of GSE StudioWeb at the affiliate portal.

11. Relationship of Parties

You and GSE StudioWeb are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. 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 otherwise, that reasonably would contradict anything in this Section.

12. Representations and Warranties

12.1. You hereby represent and warrant to us that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use the Affiliate Trademarks in the manner contemplated herein, and that such grant does not and will not:

12.1.1. breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or

12.1.2. infringe upon any trademark, trade name, service mark, copyright or other proprietary right of any other person or entity.
12.2. You further represent that:

12.2.1. You are duly organised, validly existing, and in good standing under the laws of the state or country of your origin, or you are an adult at least eighteen (18) years of age;

12.2.2. you have all requisite power and authority to enter into this Agreement and to carry out and perform your obligations under the terms of this Agreement;

12.2.3. This Agreement has been duly authorised, executed, and delivered by you and is a valid and binding obligation enforceable in accordance with its terms; and

12.2.4. The execution, delivery, and performance of and compliance with this Agreement does not and will not: (i) conflict with, or constitute a default under any agreement to which you are a party; (ii) result in the creation of, any mortgage, pledge, lien, encumbrance or charge upon any of your properties or assets; (iii) result in any violation of your governing documents; or (iv) violate any order, status, rule or regulation applicable to you.

13. Confidentiality and Data Protection

13.1. Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Affiliate and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilised, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or through a source or sources other than such party hereto or its affiliates.
13.2. Notwithstanding the foregoing, each party is hereby authorised to deliver a copy of any such information to its accountants, attorneys or other agents on a confidential basis, and
13.3 Should you be required under applicable law, rule or regulation, or pursuant to the order of any court or governmental entity of legal process of any governmental entity of competent jurisdiction to disclose Confidential Information in its possession, custody or control, you shall:

13.3.1. give at least ten (10) days prior written notice of such disclosure;

13.3.2. use best efforts to limit such disclosure; and

13.3.3. make such disclosure only to the extent so required.
13.4. Your obligations hereunder with respect to Confidential Information shall survive the expiration or earlier termination of this Agreement.

14. Limitation of Liability

14.1. THE GSE STUDIOWEB SERVICES AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICES AND MATERIALS. WE AND THE GSE STUDIOWEB ENTITIES AND OUR RESPECTIVE AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT THE SERVICES AND MATERIALS, INCLUDING WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. FOR THE PURPOSES OF THIS SECTION 14.1, “SERVICES AND MATERIALS” MEANS THE GSE STUDIOWEB SERVICES; THE AFFILIATE PROGRAM, INCLUDING THE LINKS; OUR AND ANY GSE STUDIOWEB ENTITY’S DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE GSE STUDIOWEB MARKS); AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE AFFILIATE PROGRAM (COLLECTIVELY THE “SERVICES AND MATERIALS”),

14.2. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER GSE STUDIOWEB NOR ITS AFFILIATES OR SUBCONTRACTORS SHALL BE LIABLE TO YOU OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, YOUR CUSTOMERS, FOR INDIRECT, INCIDENTAL, OR SPECIAL DAMAGES, LOST PROFITS, LOST SAVINGS, OR ANY OTHER FORM OF CONSEQUENTIAL DAMAGES, REGARDLESS OF THE FORM OF ACTION, EVEN IF GSE STUDIOWEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER RESULTING FROM BREACH OF ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL REFERRAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
14.3. UNDER NO CIRCUMSTANCES SHALL GSE STUDIOWEB OR ITS AFFILIATES OR SUBCONTRACTORS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY, INCLUDING, WITHOUT LIMITATION, CUSTOMERS, FOR ANY LOSS, INJURY, OR DAMAGE, OF WHATEVER KIND OR NATURE, RESULTING FROM OR ARISING OUT OF ANY MISTAKES, ERRORS, OMISSIONS, DELAYS, OR INTERRUPTIONS IN THE RECEIPT, TRANSMISSION, OR STORAGE OF ANY MESSAGES OR INFORMATION ARISING OUT OF OR IN CONNECTION WITH THE AFFILIATE PROGRAM OR GSE STUDIOWEB OR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, 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 GSE STUDIOWEB.

15. Indemnification

15.1. You hereby agree to indemnify and hold harmless GSE StudioWeb, its parent company, sister companies, subsidiaries and affiliates, Subcontractors and their respective directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including without limitation reasonable attorneys’ fees), and costs (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, or in any way connected with this Agreement, including but not limited to:

15.1.1. any breach by you of any warranty, representation, or agreement contained herein;

15.1.2. your negligence;

15.1.3. any injury (including death) to persons or damages to property caused directly or indirectly by your negligent or intentional acts or omissions;

15.1.4. the unauthorised use of any GSE StudioWeb intellectual property, including but not limited to the Licensed Materials;

15.1.5. 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;

15.1.6. any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein;

15.1.7. the development, operation, and maintenance and of Your Site and products and services offered from Your Site; or

15.1.8. any claim related to Your Site not attributable to us.

16. Notification

16.1. All notices to us in connection with this Agreement shall be deemed given as of the day they are received either by messenger, delivery service or in the Royal Mail UK , postage prepaid, certified or registered, return receipt requested, and addressed as follows:
GSE StudioWeb (NEW ADDRESS) Attention: Affiliate Program Manager
16.2. Any notice under this Agreement shall be given by GSE StudioWeb to you via email at the address provided by you to GSE StudioWeb at the commencement of this Agreement or as GSE StudioWeb is subsequently advised in writing. Notice to you at this address is deemed sufficient regardless of your receipt of such email.

17. Independent Investigation

You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with Your Site. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement. YOU UNDERSTAND THAT YOUR PARTICIPATION IN THE AFFILIATE PROGRAM IS AT YOUR OWN RISK AND IN NO WAY IS A GUARANTEE THAT YOU WILL EARN ANY INCOME FROM SUCH PARTICIPATION.

18. Miscellaneous

18.1. You shall not assign or delegate your obligations under this Agreement, either in whole or in part, without the prior written consent of GSE StudioWeb, in its sole discretion. Any attempted assignment in violation of the provisions of this Agreement, whether by operation of law or otherwise, will be void. GSE StudioWeb may assign the Agreement or any portion hereof/thereof, to: (i) an acquirer of all or substantially all of GSE StudioWeb’s equity, business or assets; (ii) a successor in interest whether by merger, reorganisation or otherwise; or any entity controlling or under common control with such party. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
18.2. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be held invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, or the application of such provision to other persons or circumstances, and, to this end, the provisions hereof are severable.
18.3. No delay or failure by GSE StudioWeb in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
18.4. The rights and remedies of GSE StudioWeb hereunder shall not be mutually exclusive, i.e., the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be unenforceable by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any rights at law or otherwise of GSE StudioWeb for a breach or threatened breach of any provision hereof, it being the intent of this provision to make clear that the respective rights and obligations of GSE StudioWeb shall be enforceable in equity as well as at law or otherwise.
18.5. This Agreement shall not be construed or interpreted in favour or against GSE StudioWeb or you on the basis of draftsmanship or preparation of the Agreement.
18.6. The headings, captions, and other typographical formatting used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

19. Governing Law and Dispute Resolution

19.1 This Agreement is governed by the laws of the Edinburgh, Scotland, United Kingdom, excluding its conflict of laws principles. The United Nations Convention for the International Sale of Goods does not apply to the Agreement.
19.2 EACH PARTY AGREES THAT ANY DISPUTE BETWEEN THEM ARISING OUT OF, BASED ON, OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION CONDUCTED IN ACCORDANCE WITH THE COMMERCIAL RULES THEN IN EFFECT OF THE SCOTLAND ARBITRATION ASSOCIATION. Such arbitration shall be held in Edinburgh, Scotland.
Judgment upon the award rendered shall be final and non-appealable and may be entered in any court having jurisdiction. Each party shall bear its own expenses arising out of any such proceeding, except that the fees and costs of any arbitrator(s) shall be borne equally by the parties. Notwithstanding the obligations set forth in this paragraph, each party shall be permitted to seek equitable relief from a court having jurisdiction to prevent the unauthorised misuse of their respective trademarks. The provisions of this paragraph shall survive the expiration or earlier termination of this Agreement. EACH PARTY AGREES THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, THE PARTIES EACH WAIVE ANY RIGHT TO A JURY TRIAL.

20. Entire Agreement

Together with the above guidelines and, if applicable, the GSE StudioWeb General Terms and Conditions, this Agreement constitutes the entire agreement between the Parties. No prior or contemporaneous written or oral representation of the Affiliate Program form a part of this Agreement, and this Agreement supersedes all prior agreements between the Parties relating to the subject matter of this Agreement.

21. Governing Language

The governing language for this Agreement will be English, and no concurrent or subsequent translation of this Agreement into any language will modify any term of this Agreement.
Version:
[29 September 2021]

© 2021 GSE StudioWeb

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