This is a contract between you the Affiliate and us (“Nazca Services”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese”, but we have tried to make it as readable as possible. Please ensure you read and understand the terms of this Affiliate Agreement.
This document applies to your participation in our Affiliate Program as an Affiliate. By participating in the Affiliate Program, you are agreeing to the terms of this Affiliate Agreement.
We periodically update the terms set out in this Affiliate Agreement. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program, ends, or becomes part of another program. If we update or replace the terms, we will let you know via an in-platform notification in your portal or by email. If you do not agree to the update or replacement, you can choose to terminate in accordance with the terms of this Affiliate Agreement.
1. Application and Acceptance
1.1 In order to be accepted onto the Affiliate Program, you must first submit an Application. Applications are available on our Website.
1.2 This Affiliate Agreement shall in no way limit our right to sell the Nazca Services Products, directly or indirectly, to any current or prospective customers. This Affiliate Agreement does not create an exclusive agreement between you and us. We will both have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
1.3 By submitting an Application you warrant that you have read and understood the terms of this Affiliate Agreement and that you agree to comply with them. If you do not agree to be bound by the terms of this Affiliate Agreement please do not submit an Application.
1.4 This Affiliate Agreement incorporates other terms by reference or any other legal terms which are on our Website from time to time.
1.5 In order to join our Affiliate Program, you must be 21 years of age. By submitting an Application, you warrant and represent that you are at least 21 years of age. We shall not be responsible for any misrepresentation of your age.
1.6 Submitting an Application does not guarantee acceptance onto our Affiliate Program. We evaluate each Application and Acceptance will be at our discretion.
1.7 If your Application is unsuccessful, we will attempt to notify you in a reasonable manner. If you do not hear from us within a reasonable timeframe, please consider your Application as rejected.
1.8 You may only submit one Application. If your Application is rejected, you may not submit another Application.
1.9 In order to process your Application we may ask you for additional information or request that you take additional steps to ensure eligibility in the Affiliate Program.
1.10 Your Acceptance and participation onto the Affiliate Program does not mean that you will be accepted into our Partner Program. Each level of participation has its own eligibility requirements that must be met and maintained separately.
2. The Affiliate Program
2.1After Acceptance, you shall create your Account which shall include information including your payment information (such as bank or online account information which we will use to send Payouts to you).
2.2 On Acceptance, we grant you, subject to the limitations in this Affiliate Agreement, a non-transferable, non-exclusive right to market and promote the Nazca Services Products during the Term.
2.3 You will at all times comply with the Program Policies when using our Website. Failure to comply with the Program Policies may result in termination of this Affiliate Agreement by us.
2.4 We will provide you with a Link. The Link will be keyed to your identity and will send online users to the Website. You agree to fully cooperate with us regarding the Link and you will comply with all the terms of this Affiliate Agreement in respect of the promotion of the Link.
2.5 We may modify the Link from time to time and will notify you if we do so. You agree to only use the Link which is approved by us and to display the Link prominently on the Affiliate Website.
2.6 Each time an End User clicks through the Link posted on the Affiliate Website and completes the sale of a Nazca Services Product (and which is determined as a Qualified Purchase), you will be eligible to receive a Payout in accordance with clause 5 below.
2.7 We will determine in our sole discretion if the Payout is permissible. We may reject any Purchases which do not comply with the terms of this Affiliate Agreement.
2.8 The processing and fulfilment of Orders shall be our responsibility.
2.9 We will provide real-time data regarding your Account through the portal on which you log onto the Website.
2.10 We may need to interrupt your access to the Affiliate Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, and acknowledge and agree that we will have no liability for any damage or loss caused as a result of such downtime.
3. Affiliate Obligations
3.1 You agree not to undertake any of the following actions:
(a) reverse engineer, or attempt to reverse engineer or disassemble any code or software from our Website or the Nazca Services Products; or
(b) violate the security of our Website or the Nazca Services Products through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
3.2 You agree not to use the Affiliate Program or Nazca Services for any unlawful purpose or any purpose prohibited under this clause 4.
3.3 You agree not to use the Affiliate Program:
(a) in any way that could damage our Website, the Nazca Services Products or the general business of Nazca Services;
(b) to harass, abuse or threaten others or otherwise infringe any person’s legal rights;
(c) to infringe any Intellectual Property Rights of Nazca Services or any third party;
(d) to upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
(e) to commit any fraud;
(f) to engage in or create any unlawful gambling, sweepstakes or pyramid schemes;
(g) to publish or distribute any obscene or defamatory material;
(h) to publish or distribute any material that incites violence, hate or discrimination towards any group; or
(i) to unlawfully gather information from others.
3.4 You are responsible for ensuring operation and maintenance of the Affiliate Website. You must ensure that the Affiliate Website does not infringe upon the Intellectual Property Rights of any third party or otherwise violate any legal rights.
3.5 We may monitor your Account, as well as Clicks and/or Purchases coming through your Account. If we determine you are not in compliance with any of the terms of this Affiliate Agreement, we have the right to immediately terminate your participation in the Affiliate Program.
3.6 You will comply with all Applicable Laws.
3.7 The Competition and Markets Authority, and the Federal Trade Commission (if applicable) requires that affiliate relationships, such as the relationship between you and the Company, be disclosed to consumers. We recommend that you seek independent legal counsel to advise you of our obligations to disclose in this manner.
3.8 You are required to post a conspicuous notice on the Affiliate Website regarding the Affiliate Program. The notice does not have to contain the precise words as the example given below, but should be similar:
“We engage in affiliate marketing where we receive funds through clicks to our affiliate program through this website or we receive funds through the sale of goods or services on or through this website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the UK Competition and Markets Authority, and US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.”
3.9 If we find you are not in compliance with any of the requirements of this clause 4, we may terminate this Affiliate Agreement in our sole discretion.
4. Payouts and Payment.
4.1 In order to be eligible for a Payout, all Purchases must be deemed Qualified Purchases. Payouts are only due in the first year of an End User’s subscription of a Subscription Service.
4.2 A Qualified Purchase:
(a) may only be purchased via the Link and must not be referred by any other partner or affiliate links;
(b) may not be purchased by an already existing partner or affiliate of Nazca Services;
(c) may not be purchased prior to the date of Acceptance;
(d) may only be purchased via the Link;
(e) may not be purchased by an End User in violation of any Applicable Laws or legal terms on the Website;
(f) may not be fraudulently made (whether or not a purchase is fraudulent will be at our discretion); and
(g) may not have been induced by any offering to the End User of any discount vouchers without our prior written consent.
4.3 In the event that a Purchase is made by an End User using a Discount Voucher which we have not approved, we may void such Discount Voucher. It is your responsibility to ensure Discount Vouchers issued to you are used by the intended End User. Should a Discount Voucher be misused and consumed it will not be reissued to you. For the purposes of this clause 5.3, “Discount Voucher” shall mean any refund issued to an End User by way of a voucher in respect of Subscription Services purchased and then terminated prior to the end of the Subscription Services term.
4.4 In order to issue Payouts we require your current postal address information together with your accounting and tax documentation. You will be required by your tax jurisdiction and asked through the portal or directly to submit an applicable tax form. Accounting information may include the routing and account number of a bank where you wish to post a direct deposit or may include an email address for an online method of payment.
4.5 Payment of Payouts shall be by bank transfer or via PayPal.
4.6 Any changes to your address of accounting information must be notified to us immediately and we will endeavour to make the changes to your Payout information as soon as possible.
4.7 Payouts will be paid to you not later than the last day of the month after the month in which it is accrued.
4.8 We may change Payout information in our sole discretion where reasonably necessary. We will notify you of any changes.
4.9 You are responsible for payment of all taxes applicable to each Payout.
4.10 All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.
4.11 If you dispute the amount of any Payout:
(a) you shall notify us in writing within 30 days of your receipt of the Payout;
(b) we will review the Payout together with your dispute notice; and
(c) to the extent that we determine (in our sole discretion) that the Payout is incorrect and we are due to pay a balancing payment, we shall do so within 30 days.
4.12 Any disputes notified to us after 30 days of receipt of the Payout will not be valid.
5. Reports
5.1 You may log into your Account to review reports such as Payout reports and/or Purchase information.
5.2 Not all listed Purchases have been fully reviewed for accuracy in the reports viewable by you in real-time and therefore may be subject to change prior to the Payout.
6. Intellectual Property Rights
6.1 Nazca Services’ Proprietary Rights.
(a) No license to any software is granted by this Affiliate Agreement. We retain all ownership rights in the Nazca Services Products.
(b) You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Nazca Services Content, or the Nazca Services Products in whole or in part, by any means, except as expressly authorized in writing by us.
(c) Nazca Services, the Nazca Services logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set out in this Affiliate Agreement.
(d) We encourage all customers and partners to comment on the Nazca Services Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Nazca Services Products, without payment to you.
6.2 End User’s Proprietary Rights.
(a) As between you and End User, the End User retains the right to access and use the End User portal associated with the Nazca Services Products. End User will own and retain all rights to the End User Data. If we deem it to be necessary based on the relationship status between you and the End User or the particular situation, we may communicate directly with the End User.
7. Confidentiality
7.1 We will both have access to Confidential Information belonging to the other during the Term.
7.2 For the purposes of this Affiliate Agreement, Confidential Information does not include that which:
(a) is already in the receiving party’s possession at the time of disclosure to the receiving party;
(b) is or becomes part of public knowledge other than as a result of any action or inaction of the receiving party;
(c) is obtained by the receiving party from an unrelated third party without a duty of confidentiality; or
(d) is independently developed by the receiving party.
7.3 The receiving party shall not use Confidential Information of the disclosing party for any purpose other than is necessary for the performance of its express rights and obligations under this Affiliate Agreement. The receiving party shall not disclose Confidential Information of the disclosing party to any third parties except as otherwise permitted in this Affiliate Agreement.
7.4 The receiving party may disclose Confidential Information of the disclosing party only to those employees or consultants who have a need to know such Confidential Information and who are bound to retain the confidentiality of the Confidential Information under provisions no less restrictive than those required by the receiving party for its own Confidential Information. The receiving party shall maintain Confidential Information of the disclosing party with at least the same degree of care it uses to protect its own proprietary information of a similar nature or sensitivity, but no less than reasonable care under the circumstances. Each party shall advise the other party in writing of any misappropriation or misuse of Confidential Information of the other party of which the notifying party becomes aware.
7.5 Notwithstanding the foregoing, this Affiliate Agreement shall not prevent the receiving party from disclosing Confidential Information of the disclosing party to the extent required by a judicial order or other legal obligation, provided that, in such event, the receiving party shall promptly notify the disclosing party to allow intervention (and shall cooperate with the disclosing party) to contest or minimize the scope of the disclosure (including application for a protective order).
7.6 Either of us may disclose the terms and conditions of this Affiliate Agreement:
(a) as required by Applicable Laws;
(b) in confidence, to legal counsel;
(c) in confidence, to accountants, banks, and financing sources and their advisors; and
(d) in connection with the enforcement of this Affiliate Agreement or any rights in this Affiliate Agreement.
8. Marketing
8.1 You will comply promptly with all marketing requests received by an End User.
8.2 You are strictly prohibited from using the Affiliate Program for illegal marketing activities including, without limitation, collecting email addresses and personal information from others or sending any bulk marketing emails.
8.3 For the Term, you will establish and maintain a privacy policy that is compliant with all Applicable Laws and you shall establish and maintain systems and procedures appropriate to effectuate all marketing requests.
9. Term and Termination
9.1 Term.
This Affiliate Agreement will commence on Acceptance and continue for as long as you participate in the Affiliate Program, until terminated.
9.2 Termination Without Cause.
We may both terminate this Affiliate Agreement for any reason and at any time on thirty (30) days written notice to the other.
9.3 Termination for Agreement Changes.
If we update or replace the terms of this Affiliate Agreement, you may terminate this Affiliate Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
9.4 Termination for Cause.
(a) We may terminate this Affiliate Agreement and/or suspend your or the End User’s access to the Nazca Services Products:
(i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period;
(ii) automatically, within thirty (30) of you failing to meet the Affiliate Program requirements applicable to you in your capacity as an Affiliate;
(iii) upon fifteen (15) days’ notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period;
(iv) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors;
(v) immediately, if the End User violates any Applicable Laws; or
(vi) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
9.5 You may terminate this Affiliate Agreement at any time if we are in material breach of the terms of this Affiliate Agreement and fail to remedy such breach within 30 days’ of being notified by you to do so.
9.6 Effects of Termination.
(a) Termination of this Affiliate Agreement for any reason does not terminate your Master Subscription Licence Agreement, Master Services Agreement or any End User’s Master Subscription Licence Agreement, Master Services Agreement you are working with. Your purchase and use of the Subscription Services is governed by the Master Subscription Licence Agreement and Master Services Agreement.
(b) Otherwise, termination of this Affiliate Agreement: (i) without cause by us or (ii) by you with cause shall not affect our obligation to pay you any earned Payouts, so long as the related payment by the End User is recognized by us within thirty (30) days after the date of such termination.
(c) We will not pay you fees on End User payments recognized by us after thirty (30) days after the date of termination. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Payouts will terminate upon the date of termination, regardless of whether you would have otherwise been eligible to receive Payouts prior to the date of termination.
(d) Except as expressly set out in this clause, you are not eligible to receive Payouts after termination of this Affiliate Agreement.
(e) Upon termination you will remove all Nazca Services badges and references to the Affiliate Program from the Affiliate Website and elsewhere.
(f) Termination of this Affiliate Agreement shall not cause your or an End User’s Subscription Service to be terminated.
10. Affiliate Representations and Warranties
10.1 You represent and warrant that:
(a) you have all sufficient rights and permissions to provide any data to us that you provide under this Affiliate Agreement for our use in sales and marketing efforts or as otherwise set out in this Affiliate Agreement;
(b) your participation in the Affiliate Program will not conflict with any of your existing agreements or arrangements; and
(c) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.
11. Indemnification
11.1 You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and associates) by a third party not associated with us to the extent that such Action is based upon or arises out of:
(a) your participation in the Affiliate Program;
(b) your non-compliance with or breach of this Affiliate Agreement;
(c) our use of the Affiliate Marks.
11.2 We will:
(a) notify you in writing within thirty (30) days of our becoming aware of any such claim;
(b) give you sole control of the defence or settlement of such a claim; and
(c) provide you (at your expense) with all information and assistance reasonably requested by you to handle the defence or settlement of the claim.
11.3 You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
12. Disclaimers; Limitations of Liability
12.1 Disclaimer of Warranties.
WE AND OUR ASSOCIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE NAZCA SERVICES PRODUCTS OR THE AFFILIATE PROGRAM FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE NAZCA SERVICES PRODUCTS AND AFFILIATE PROGRAM ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE NAZCA SERVICES PRODUCTS AND AFFILIATE PROGRAM INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
12.2 No Indirect Damages.
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
12.3 Limitation of Liability.
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AFFILIATE AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL PAYOUT AMOUNTS YOU HAVE ACTUALLY EARNED IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
13. Non-Solicitation
13.1 You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Affiliate Agreement and for a period of twelve (12) months following the termination or expiration of this Affiliate Agreement.
13.2 We both acknowledge that:
(a) any public job posting or public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision; and
(b) this provision is not intended to limit the mobility of either our employees or contractors.
14. General
14.1 Amendment
(a) We may update and change any part or all of this Affiliate Agreement, including by replacing it in its entirety. If we update or change this Affiliate Agreement, the updated Affiliate Agreement will be posted at https://www.nazca-services.com/legal-stuff/ (or other designated URL) and we will let you know through an in-platform notification in your portal or by email. The updated Affiliate Agreement will become effective and binding on the next Business Day after it is posted. When we change this Affiliate Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Affiliate Agreement periodically.
(b) If you do not agree to the update, change or replacement, you can choose to terminate as set out in clause 10.
14.2 Waiver
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
14.3 Applicable Law.
This Affiliate Agreement shall be governed by the laws of England and Wales and any dispute between the parties shall be dealt with by the exclusive jurisdiction of the English courts.
14.4 Force Majeure.
Neither party will be responsible for failure or delay of performance if caused by an event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
14.5 Relationship.
No joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Affiliate Agreement.
14.6 Compliance with Applicable Laws.
(a) You shall comply and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all Applicable Laws.
(b) You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public.
14.7 Data Processing.
To the extent that any Personal Data is processed in connection with the Affiliate Program the terms of the Nazca Services Partner Data Processing Agreement shall apply.
14.8 Severability.
If any part of this Affiliate Agreement is determined to be invalid or unenforceable by Applicable Law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Affiliate Agreement will continue in effect.
14.9 Notices.
(a) Notice will be sent to the contact address set out in this Affiliate Agreement (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt: To Nazca Services: Nazca Services, John Eccles House, Robert Robinson Ave, Littlemore, Oxford OX4 4GP, United Kingdom, Attention: General Counsel To you: your address as provided in our partner account information for you.
14.10 Entire Agreement.
This Affiliate Agreement together with the policies and documents referred to in it, is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements.
14.11 Language.
We might make versions of this Affiliate Agreement available in languages other than English. If we do, the English version of this Affiliate Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Affiliate Agreement.
14.12 Assignment.
(a) You will not assign, transfer or otherwise deal with your rights or obligations under this Affiliate Agreement without our prior written consent.
(b) We may assign this Affiliate Agreement to any associate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
14.13 Third Party Rights.
A person who is not a party to this Affiliate Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
14.14 No Licenses.
We grant to you only the rights and licenses expressly stated in this Affiliate Agreement, and you receive no other rights or licenses with respect to us, the Nazca Services Products or any other property or right of ours.
14.15 Authority.
Each party warrants to the other that it has full power and authority to enter into this Affiliate Agreement and that it is binding upon such party and enforceable in accordance with its terms.
SCHEDULE ONE
DEFINITIONS
1.1 “Acceptance” means acceptance of your Application onto the Affiliate Program;
1.2 “Account” means your user account online which sets out your details;
1.3 “Affiliate Marks” your trademarks, service marks and logos and all other Intellectual Property Rights belonging to, or licensed by, you;
1.4 “Affiliate Program” means the limited Nazca Services affiliate program as governed by the terms in this Affiliate Agreement.
1.5 “Affiliate Website” means your website set out in the Application on which you will promote the Nazca Services Products;
1.6 “Applicable Law” means as applicable from time to time (a) the laws of England and Wales; (b) any other laws; and (c) any policies, guidelines or industry codes made by any regulatory body having jurisdiction over a party or any of that party’s assets, resources or business, which apply to the Nazca Services Products or to which either party is subject;
1.7 “Application” means your application submitted to us via our Website;
1.8 “Associate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity;
1.9 “Business Day” means Monday to Friday excluding public holidays in England;
1.10 “Confidential Information” means any information, however conveyed or presented, that relates to the business affairs, operations, processes, budgets, pricing, policies, product information, strategies, developments, trade secrets, know-how, personnel, customers and/or suppliers of the disclosing party together with all information derived by the receiving party from such information and any other information clearly designated by a party as being confidential to it (whether or not it is marked “confidential”) or which ought reasonably to be considered to be confidential;
1.11 “Data Subjects” as defined in the Data Protection Act 2018;
1.12 “End User” means the authorized actual user of the Nazca Services Products.
1.13 "End User Data" means all information that End User, submits or collects via the Nazca Services Products and all materials that End User, provides or posts, uploads, inputs or submits for public display through the Nazca Services Products.
1.14 “Intellectual Property Rights” means rights in inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights and forms of protection of a similar nature anywhere in the world whether registered or not;
1.15 “Link” means the link we will provide you which corresponds to certain Nazca Services Products we are offering for sale from time to time;
1.16 “Nazca Services Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into Nazca Services Products and all of our other services;
1.17 “Nazca Services Data Processing Agreement” (posted at: https://www.Nazca Services.com/why-nazca-services/partners/legal-stuff);
1.18 “Nazca Services Products” means the Subscription Services and Professional Services;
1.19 “Net Revenue” means the initial fee, any renewal fees, and any upgrade or downgrade fees that are actually paid to us by an End User for the Subscription Service. Net Revenue shall:
(i) be calculated net of any discounts, taxes payable and subsequent refunds not due to a contract breach by us; and
(ii) shall exclude any implementation, customization, training, consulting or other professional services, or fees for third-party products or services.
1.20 “Orders” means any order placed by an End User for the Nazca Services Products;
1.21 “Other Products” means those products and services that we offer, which are not included in the Subscription Service. For the purposes of this Affiliate Agreement, Other Products include all of our legacy consultancy, sales and marketing products, and any implementation, migration, customization, training, consulting, additional support or other professional services provided by us, or fees for third-party products or services;
1.22 “Partner Program” means the Nazca Services partner program that is covered by a separate Partner Agreement;
1.23 “Payout” means an amount equal to 10% of Net Revenue paid to us by an End User for a Purchase.
1.24 “Personal Data” has the meaning given to it in the Data Protection Act 2018;
1.25 “Professional Services” means the provision of professional services by our consultants or other personnel which shall be provided in accordance with the terms of the Master Services Agreement;
1.26 “Program Policies” means the policies applicable to you which we have published at https://www.Nazca Services.com/why-nazca-services/partners/program-policies and which we may amend from time to time.
1.27 “Purchases” means any purchase of the Nazca Services Products by an End User;
1.28 “Qualified Purchase” as defined in clause 5.2;
1.29 “Subscription Services” means our web-based sales pipeline development platform software that is subscribed to, and developed, operated, and maintained by us, accessible via http://www.Nazca Services.com or another designated URL, and any add-on products that are included with such software, but excluding all Other Products. For avoidance of doubt, add-on products alone will not be considered Subscription Services.
1.30 “Term” the term of this Affiliate Agreement as set out in clause 10;
1.31 “Website” means our website available at www.nazca-services.com;
1.32 “We”, “us”, “our”, and “Nazca Services” means Nazca Services Limited a company incorporated in England and Wales with company number 6247483 and whose registered office is at Hillier Hopkins LLP, Radius House, 51 Clarendon Road, Watford, Herts WD17 1HP;
1.33 “You” and “Affiliate” means the party, other than Nazca Services, entering into this Affiliate Agreement and participating in the Affiliate Program.
This Agreement was last updated on 20th August. 2020