Partner Agreement

You agree to this Partner Agreement ("Agreement"), by and between you ("Partner") and Addictive Interactive Ltd., having its principal place of business at Milton Hall, Ely Road, Milton, Cambridge, CB24 6WZ ("Addictive"). This Agreement shall be effective as of the date of submission to Addictive (the "Effective Date").

Pursuant to this Agreement, Partner shall obtain from Addictive the right to provide the addictivepoints Rewards Platform (as defined below) to the end users of Partner's Website, and Addictive is willing to provide services related to the addictivepoints Rewards Platform and grant related rights to Partner, subject to the terms and conditions set forth in this Agreement. Partner agrees that this Agreement is entered into expressly subject to the terms set forth hereto.

1. DEFINITIONS

"Partner Content" means the audio and/or visual information, documents, and products provided by Partner for Addictive's installation, customization, performance or maintenance of the addictivepoints Rewards Platform.

"Partner Website" means the website(s) or mobile application(s), owned and operated by Partner, in which the addictivepoints Rewards Platform is embedded or otherwise identified.

"End User(s)" means end users who use the addictivepoints Rewards Platform as made available on the Partner Website.

"End User Data" means any data, information or material collected from or provided or submitted by End Users via the addictivepoints Rewards Platform in the course of using the addictivepoints Rewards Platform or accessing the Partner Website.

"Intellectual Property Rights" means all intellectual property rights arising from or under all laws, directives, rules and regulations worldwide, including, but not limited to rights to copyrights, trademarks, trade secrets, patents and any registrations or applications for registrations of any of the foregoing, including, with respect to patents, any divisionals, continuations and continuations-in-part, and any patents issuing therefrom and reissues thereof, and any foreign counterpart patent applications or patents claiming priority therefrom.

"Addictive Content" means the audio and/or visual information, documents, software, products and services contained in or made available via the addictivepoints Rewards Platform to Partner or End Users in the course of using the addictivepoints Rewards Platform.

"addictivepoints Rewards Platform" means Addictive's proprietary technology (including the addictivepoints widget embedded in the Partner Website and any other software, hardware, products, processes, source code, object code, APIs, algorithms, user interfaces, known-how, techniques, designs and other tangible or intangible technical material or information) made available to Partner by Addictive to enable the addictivepoints Rewards Platform to function on or through the Partner Website. Additionally, Addictive's proprietary computer software and related hosted services including any related user documentation and other online or offline materials that may be provided by Addictive, and any update or new versions thereof made available by Addictive pursuant to this Agreement.

"Term" shall have the meaning set forth in Section 5.1 of this Agreement.

2. REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

2.1 Representations and Warranties of Partner. Partner hereby represents and warrants that it is fully able and competent to enter into these terms and has the authority to enter into this Partner Agreement for the Partner Website. Partner hereby represents and warrants that this Agreement will not conflict with or cause Partner to violate or be in breach of any agreement or other responsibility to a third party, including but not limited to its End Users. Partner hereby represents and warrants that it has in place a terms of service and privacy policy, or agreements with its End Users performing a similar function, and that all such agreements and policies permit the actions contemplated by this Agreement including but not limited to the provision of End User Data to Addictive in accordance with the terms of this Agreement. Partner hereby represents and warrants that it shall act and operate in accordance with all applicable laws, regulations and standards, including but not limited to all laws and regulations regarding consumer privacy.

2.2 Indemnification. Partner shall indemnify, defend and hold harmless Addictive from any liability, damages, and costs, including reasonable attorney's fees, stemming from a claim brought by a third party (including End Users) related to or arising from (i) End Users' interaction with the Partner Website; (ii) Partner's breach of this Agreement or violation of any of the terms of this Agreement, including but not limited to the representations and warranties in Section 2.1; and (iii) a claim that Partner has misappropriated or is in violation of the privacy or intellectual property rights of a third party.

3. LICENSE; PROPRIETARY RIGHTS

3.1 License. Subject to the terms and conditions of this Agreement, Addictive hereby grants Partner, solely during the Term, a limited, non-exclusive, non-sublicensable, royalty free, fully revocable license solely to implement the addictivepoints Rewards Platform with the Partner Website. The license grant above shall include the right for Partner to allow End Users to access and use the addictivepoints Rewards Platform in connection with such End Users' use of the Partner Website in accordance with this Agreement. All rights not expressly granted to Partner are reserved by Addictive and its licensors.

3.2 Restrictions. Partner shall not, and shall not authorize any third party to, modify, merge, sell, network, rent, lease, assign, or create derivative works based upon, the addictivepoints Rewards Platform in whole or in part, transfer or redistribute in any manner the addictivepoints Rewards Platform, or reverse engineer, decompile or otherwise derive the source code form of any components provided by Addictive in object code form. Partner shall use the addictivepoints Rewards Platform only for its own business purposes and shall not use the addictivepoints Rewards Platform in violation of any applicable laws or rights of third parties, including, without limitation to (i) send spam or unsolicited messages in violation of applicable laws; (ii) store prohibited materials including any End User Data that infringes the proprietary or privacy rights of others, is obscene, threatening, libelous, or otherwise unlawful or tortuous or material harmful to children; or (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. In connection with the addictivepoints Rewards Platform, Partner will require End Users to agree to the addictivepoints Member Agreement, available at http://www.addictivepoints.com/terms, prior to and in order to access the addictivepoints Rewards Platform. Partner may make only one (1) copy or adaptation of the addictivepoints Rewards Platform for archival purposes or when such copying or adaptation is an essential step in the authorized use of the addictivepoints Rewards Platform. Partner must reproduce all copyright notices in the original addictivepoints Rewards Platform on all copies or adaptations.

3.3 Trademarks. Partner hereby grants to Addictive a worldwide, non-exclusive, royalty-free license during the Term to use, reproduce and display Partner trademarks and service marks ("Partner Marks") in connection with Addictive's implementation obligations and Addictive's provision and support of the addictivepoints Rewards Platform, each in accordance with this Agreement. All goodwill resulting from Addictive's use of such trademarks and service marks shall inure to the benefit of Partner. Addictive hereby grants to Partner a worldwide, non-exclusive, royalty-free license during the Term to use, reproduce and display Addictive's trademarks and service marks specified by Addictive ("Addictive Marks") in connection with Partner's implementation obligations and Partner's provision and support of Partner Website that features the addictivepoints Rewards Platform, each in accordance with this Agreement. All use of Addictive Marks by Partner shall require Addictive's prior review and written approval, such approval not to be unreasonably withheld or delayed. All goodwill resulting from Partner's use of such trademarks and service marks shall inure to the benefit of Addictive.

3.4 Ownership. All right, title and interest, including all Intellectual Property Rights, in and to Partner Website (but excluding the addictivepoints Rewards Platform incorporated therein or used in connection therewith), Partner Content, Partner Marks and Confidential Information of Partner are and shall remain the property of Partner. All right, title and interest, including all Intellectual Property Rights, in and to the addictivepoints Rewards Platform, End User Data, Addictive Marks and Confidential Information of Addictive are and shall remain property of Addictive. Partner's license confers no title or ownership in any Intellectual Property Rights related to the addictivepoints Rewards Platform. Except as expressly set forth herein, no right, title, ownership, interest or license in or to the addictivepoints Rewards Platform or any developments or deliverables provided hereunder, and Intellectual Property Rights therein or otherwise related to the addictivepoints Rewards Platform, whether by implication, estoppel or otherwise, is granted, assigned or transferred to Partner under or in connection with this Agreement.

4. IMPLEMENTATION AND PROVISION OF SERVICES

4.1 Implementation. Addictive shall deliver to Partner the addictivepoints Rewards Platform components requested by the Partner as necessary to implement the addictivepoints Rewards Platform with Partner Website. Any points purchased by the Partner for use in conjunction with the Rewards Platform must be used within 18 months of purchase after which they shall automatically expire unless otherwise stated and agreed. Points must only be rewarded to real customers based on real activity and purchasing and may not be rewarded or gifted to family members, friends, acquaintances or business colleagues.

4.2 Provision. Commencing on the Effective Date and continuing for the Term, Addictive shall provide the addictivepoints Rewards Platform to Partner and End Users in connection with their use of Partner Website in accordance with the terms and conditions of this Agreement. Addictive shall be responsible for providing and maintaining (i) the servers and such other equipment and peripherals, acquired and maintained at Addictive's expense, that Addictive uses to provide and host the addictivepoints Rewards Platform and (ii) any connectivity requirements under Addictive's control necessary to make the addictivepoints Rewards Platform accessible via the Internet to Partner and End Users in accordance with this Agreement. Partner and/or End Users shall be responsible, at their own cost, for providing and maintaining (a) any equipment and third party software or website account necessary to use Partner Website at or from their location and (b) any connectivity requirements under their respective control necessary to access the Internet for purposes of using the addictivepoints Rewards Platform as implemented in Partner Website in accordance with this Agreement.

4.3 End User Data. To the extent that End User Data is collected or received by the Partner from the addictivepoints Rewards Platform or directly from Addictive, Partner agrees that such End User Data may only be used for Partner's internal, business purposes, subject to the restrictions in Section 3.2. Partner also agrees that End User Data shall be treated as Confidential Information and is subject to the confidentiality obligations described in Section 6 regardless of whether End User Data is marked as confidential or sensitive. Partner agrees that it shall not use End User Data in any manner that violates any applicable laws, regulations or rights of third parties (including End Users).

5. TERM AND TERMINATION

5.1 Term and Termination. This Agreement shall commence on the Effective Date and shall continue until terminated (the "Term"). This Agreement may be terminated by either party for cause as follows: (i) upon thirty (30) days written notice if the other party materially breaches any provision of this Agreement and such breach remains uncured during the notice period; or (ii) effective immediately and without notice if the other party ceases to do business, or otherwise terminates its business operations; or (iii) effective immediately and without notice if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other. This Agreement automatically terminates if Partner uninstalls, deletes or otherwise removes the addictivepoints Rewards Platform from the Partner Websites. In addition, Addictive may terminate immediately, if it believes, in its sole discretion, that the addictivepoints Rewards Platform is being utilized in an inappropriate, illegal, harmful or dangerous manner, or in any manner that may violate the privacy or proprietary rights of a third party (including End Users), or in any manner otherwise in violation of this Agreement. Addictive may also immediately terminate this Agreement if it has become or believes, in its sole discretion, that is likely to become subject to a third party claim as set forth in Section 2.2.

5.2 Effect of Termination. Upon the termination of this Agreement, the licenses granted under Sections 3.1 and 3.3 shall cease. All points purchased by the Partner are strictly non-refundable and will be cleared from the Partner account upon termination of the service. Partner will immediately return all copies of the addictivepoints Rewards Platform to Addictive and/or destroy the addictivepoints Rewards Platform, related documentation, and all copies. This requirement applies to copies in all forms, partial and complete, in all types of media and computer memory and whether or not modified or merged into other materials.

6. CONFIDENTIAL INFORMATION

6.1 Confidentiality. As used in this Agreement, the term "Confidential Information" with respect to a party shall mean all information disclosed by such party that is designated as confidential, either orally or in writing, at the time of disclosure; provided that the following information or matter shall be deemed (i) Confidential Information of Addictive regardless of whether it is specifically designated as such: the terms and conditions of this Agreement, the addictivepoints Rewards Platform and any information regarding the algorithms and functionality used to provide the addictivepoints Rewards Platform and (ii) Confidential Information of Partner regardless of whether it is specifically designated as such: the terms and conditions of this Agreement and Partner Content. The term "Confidential Information" shall not apply to any information to the extent that: (a) the information is or becomes available to the public through no fault or act of the receiving party, (b) the information was independently developed by the receiving party without the use of or reliance on the disclosing party's Confidential Information, or (c) the information was provided to the receiving party by a third party that is not under a duty of confidentiality to the disclosing party. In the event that Confidential Information of a party is required to be disclosed by law by the receiving party, the receiving party shall provide advance notice of such requirement to the disclosing party and shall permit the disclosing party to contest or limit the scope of such disclosure.

6.2 Confidentiality Obligations. All Confidential Information, including any portions or extracts thereof, shall be deemed confidential and proprietary to the party disclosing such information hereunder and shall at all times remain exclusively owned by such disclosing party. Each party may use the Confidential Information of the other party during the Term only as permitted or reasonably required for the receiving party's performance hereunder. The receiving party shall not disclose or provide any Confidential Information of the disclosing party to any third party, and shall exercise the same degree of care to protect the disclosing party's Confidential Information as the receiving party exercises to protect its own Confidential Information, but never less than a reasonable degree of care.

7. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY

7.1 DISCLAIMER OF WARRANTY ON ADDICTIVEPOINTS REWARDS PLATFORM. EXCEPT AS EXPRESSLY SET FORTH HEREIN, PARTNER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE ADDICTIVEPOINTS REWARDS PLATFORM IS AT PARTNER'S SOLE RISK AND THAT THE ADDICTIVEPOINTS REWARDS PLATFORM IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND AND ADDICTIVE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON INFRINGEMENT. ADDICTIVE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE ADDICTIVEPOINTS REWARDS PLATFORM WILL MEET PARTNER'S REQUIREMENTS, OR THAT THE OPERATION OF THE ADDICTIVEPOINTS REWARDS PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ADDICTIVEPOINTS REWARDS PLATFORM WILL BE CORRECTED. FURTHERMORE, ADDICTIVE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE ADDICTIVEPOINTS REWARDS PLATFORM IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ADDICTIVE OR AN ADDICTIVE AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

7.2 LIMITATION OF LIABILITY. EXCEPT AS PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL ADDICTIVE BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFIT OR DATA) OR OTHER INDIRECT DAMAGES, EITHER IN CONTRACT OR TORT, ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT OR THAT RESULTS FROM THE USE OR INABILITY TO USE THE ADDICTIVEPOINTS REWARDS PLATFORM, EVEN IF ADDICTIVE OR AN ADDICTIVE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ADDICTIVE'S TOTAL LIABILITY TO PARTNER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) EXCEED THE GREATER OF (I) 100 OR (II) AMOUNT PAID BY PARTNER FOR THE ADDICTIVEPOINTS REWARDS PLATFORM. THE FOREGOING LIMITATION IS CUMULATIVE, AND THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT EXPAND OR INCREASE THE FOREGOING LIMITATION. THIS DISCLAIMER OF LIABILITY FOR DAMAGES WILL NOT BE AFFECTED BY ANY FAILURE OF THE SOLE AND EXCLUSIVE REMEDIES HEREUNDER.

8. MISCELLANEOUS

8.1 Use of Information. Partner agrees that any information provided by Partner to obtain the addictivepoints Rewards Platform may be used by Addictive for its own business purposes, subject to confidentiality pursuant to Section 6 herein. Any information provided by End Users to obtain or engage with the addictivepoints Rewards Platform may be used by Addictive for its own business purposes, subject to the terms of the addictivepoints Member Agreement, available at http://www.addictivepoints.com/terms, and Addictive's Privacy Policy, available at http://www.addictivepoints.com/terms.

8.2 Governing Law. This Agreement shall be governed and construed, without reference to conflict of laws principles, under the laws of the United Kingdom.

8.3 Notices. Any and all notices or other information to be given by one of the parties to the other shall be deemed sufficiently given when forwarded by certified mail (receipt requested), facsimile transmission or hand delivery to the other party at its mailing address or e-mail address. Such notices shall be deemed to have been received upon receipt of such e-mail notification, or on the first business day following the day of such facsimile transmission or hand delivery, or on the fifth business day following the day of such forwarding by certified mail. The address of either party may be changed at any time by giving ten (10) business days prior written notice to the other party in accordance with the foregoing.

8.4 Miscellaneous. If one of the provisions of this Agreement should be, or become invalid, this shall not affect the validity of the remaining provisions. The section in question shall be deemed to be deleted from this Agreement and the balance of this Agreement shall remain in full force and effect. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof (including the use of the addictivepoints Rewards Platform), and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Partner shall not assign this Agreement or any rights hereunder, by operation of law, change of control or otherwise, without Addictive's prior written consent. The parties agree that the terms under Sections 2.1, 2.2, 3.2, 3.4, 4.3, 5.2, 6.1, 6.2, 7.1, 7.2, and this entire Section 8 shall survive the termination or expiration of this Agreement.

This site uses cookies to enhance your user experience. Continued use of the site implies your consent for us to set cookies. Find out more.