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Our Affiliate Programme Agreement

In this Agreement, "uktrademarkregistration.co.uk," "we," and "us" means Laytons LLP and "you", or "Affiliate" means the applicant desiring to participate in the Affiliate Programme.

We carry on the business of the provision of trade mark availability searches and associated advice and registration services via our website uktrademarkregistration.co.uk (the “Website”). We have set up a programme under which affiliates will be licensed to carry links on their websites to direct to the Website. The Affiliate has opted to participate in such a programme as an affiliate and the parties have therefore agreed that the Affiliate will advertise and promote the Website on its website in accordance with the following terms and conditions.

1. Interpretation

1.1
In this Agreement the terms set out below shall have the following meanings unless the context otherwise requires:

“Commencement Date” means the date of this Agreement;

“Confidential Information” means all confidential information disclosed by either party to the other, together with customer data and all other information which relates to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of the disclosing party or information which may be reasonably regarded as the confidential information of the disclosing party and shall include, without limitation, information relating to this agreement or any dispute or disagreement between the parties;

“Affiliate Website” means your website approved by us from which your customers are directed to the Website;

“Content” means all content, screen-layouts, navigation scripts, search and display functionality, text, information, data, software, executable code, images, audio or video material in whatever medium or form in the Website including but not limited to the database;

“Commission” means the amount paid by us at the rates from time to time applicable in respect of a Trade Mark Registration Fee;

“Customer” means a customer arising through a Referral;

“Links” means all graphic and text links supplied by or authorised by us to the Affiliate for the purpose of linking to the Website from the Affiliate Website, as agreed between the parties;

“Intellectual Property Rights” means patents, trade marks, service marks, trade names, design rights, copyright, database rights, rights in know-how and other intellectual property rights of whatever nature arising anywhere in the world whether registered or unregistered and including applications for the grant of any such rights;

“Programme” means the affiliate programme to which the Affiliate agrees to participate in by entering into this Agreement;

“Referral” means the first entry by a potential customer (not previously being a Customer) onto the Website solely and directly via the Links from the Affiliate Website;

“SRA Code” means The Solicitors Regulation Authority Code of Conduct and in particular Rule 7 and Rule 9 thereof;

“Trade Mark Registration Fee” means the net profit cost on an invoice raised by us (ex VAT, discounts, registry fees and other disbursements) in respect of the provision of Trade Mark Registration Services to a Referral when such invoice is paid in full;

“Trade Mark Registration Services” means the preparation and filing of a trademark application on behalf of a Referral.

2. Licence

2.1
Subject to and conditional upon compliance with the terms and conditions contained in this Agreement, we grant to the Affiliate a non-exclusive, worldwide, royalty-free, non-transferable licence for the duration of this Agreement to use the Links solely for the purpose of advertising and promoting the Website and facilitating Referrals from the Affiliate Website.

2.2 The Affiliate shall establish and maintain such Links as are necessary to facilitate such Referrals and advertise and promote the Website.

2.3 Except for the licence granted pursuant to clause 2.1, the Affiliate does not acquire any rights in any Intellectual Property Rights, including without limitation, any other Intellectual Property Rights relating to the Links, the Content, or the Website.

2.4 NB: As a condition of this agreement you will include on your website, in addition to an affiliate banner that links to the Website, an additional link to the Website (www.uktrademarkregistration.co.uk) that incorporates the words Trademark Registration as anchor text for the link.

3. Operation

3.1
The Affiliate shall use the Links on the Affiliate Website but may not use any other logo or trade mark of ours, nor in any manner alter the Links. We may from time to time alter or replace the Links and the Affiliate shall in such case be required to promptly substitute the old Links with the altered or replacement Links where they appears on the Affiliate Website.

3.2 We reserve the right to reject any Referrals which do not comply with our policy from time to time or for any reason at all.

3.3 The Affiliate understands that accurate tracking by of Referrals is essential for the determination of commission and that the Affiliate bears the sole responsibility for ensuring that the Links to the Website are properly formatted so as to enable accurate tracking. We shall not be liable for any commission on purchases that are not correctly tracked and reported as a result of non-satisfactory formatting of the Links.

3.4 It will be in our sole discretion to decide whether or not any revenue is generated by a Referral and if it attracts a commission payment.

3.5 The Affiliate shall promptly redirect any enquiry calls or emails from all Customers or prospective Customers to us.

4. Commission and Payment

4.1
We will pay to the Affiliate, on a monthly basis, Commission due to the Affiliate in respect of Referrals from the Affiliate Website.

4.2 We will not pay commission on:

4.2.1 any Trade Mark Registration Services provided to a customer re-entering the Website via any other route other than by following the Links even if the customer previously followed a link from the Affiliate Website;

4.2.2 any services provided to a Referral other than Trade Mark Registration Services;

4.2.3 Trade Mark Registration Services where any monies for any services provided to such Referral are due and owing from the Referral; and

4.2.4 any Trade Mark Registration Services which result from an order which does not comply with the terms and conditions contained on the Website;

4.2.5 following termination or expiry for any reason of this Agreement.

5. Records and Audits

We shall keep proper records of sales generated by Referrals. These records shall be open for inspection and audit by the Affiliate or its duly authorised representative at its own expense and upon reasonable notice during normal business hours for the purpose of verifying the commission payments made. Accounts shall be deemed accurate if not challenged by the Affiliate within 1 year of being sent to us.

6. Customer Relationship

6.1
You undertake to us that:

6.1.1 you will bring the existence of this Agreement to the attention of any potential customer for our services before such potential customer instructs us in relation to any Trade Mark Registration Services and the fact that you have a financial arrangement with us and the amount of the Commission in respect of a Referral that you may receive and you authorise us as your agent to comply with the provisions of this clause on your behalf should we so wish.

6.1.2 potential customers referred by you to us have not been acquired as a result of any marketing, publicity or other activities which if done by a solicitor would be a breach of the SRA Code; this includes cold calling, unsolicited letters or visits or other such communication to any person who at that time was not your client.

6.1.3 you have not and will not do or omit to do anything that has the intention or effect of compromising, infringing or impairing any duty that we or you owe to any Customer under the SRA Code or otherwise or constraining our professional judgment in any way.

6.1.4 you will participate in and assist us in carrying out a periodic review with you and with any Customer.

6.1.5 you will ensure that all members of your organisation will comply with the provisions of this Agreement and confirm that you are authorised to enter into this Agreement on behalf of such members.

6.2 You understand that:

6.2.1 this Agreement will not override our duty of confidentiality to a Customer and in no circumstances will information disclosed by the Customer be released to you unless we are authorised to do so.

6.2.2 any Referral will become a Customer of ours upon receipt of instructions and we will always put the interest of the Customer above any consideration that may arise under or in relation to this Agreement.

6.2.3 our professional duties to the Customer and our obligations under the SRA Code are paramount and this Agreement and any obligations thereunder shall immediately terminate upon a conflict with those duties and obligations arising or having the potential to arise. Any advice given by us to the Customer is given on the basis that we are giving independent advice and that the Customer is free to raise questions on all aspects of that advice.

7. Term and Termination

7.1
This Agreement shall commence on the Commencement Date.

7.2 Either party may terminate this Agreement without cause upon written notice by giving written notice of its intention to terminate.

7.3 On termination of this Agreement the Affiliate must promptly remove and return to us, or at our request destroy, all of our intellectual property, information and materials in the Affiliate’s possession and, subject to receiving written consent to the contrary from us, remove all information relating or referring to us and any other materials and our Links to the Website from the Affiliate’s Website.

8. Warranties

8.1
The Affiliate warrants and undertakes to us that it:

8.1.1 is, and shall remain throughout the duration of this Agreement, free and entitled to enter into this Agreement;

8.1.2 will comply with its obligations under data protection laws and regulations applicable to the Affiliate’s Website from time to time;

8.1.3 will not present any false, inaccurate, libellous or out-of-date information about us , any of the Products or services, or any other matter appearing on the Affiliate Website;

8.1.4 will not present any information or make any reference to us or the Products available on the Website (whether on the Affiliate Website or elsewhere) which we do not approve in writing and will remove such information or reference if we so require;

8.1.5 will not use our name and any variation of it, its trade marks, or any Links in any manner that, in our sole judgment, may diminish or damage the goodwill in our name, trade marks or the Links, or place them in any context or juxtaposition which may have that effect;

8.1.6 it will not use the Links as a feature or design element of any other logos or display it more prominently than the Affiliate’s own logos, company, product or web site name; and

8.1.7 it will not create a browser, frame or border environment around our Content, and will not link to any other web pages of us except as agreed between the parties.

9. Disclaimer

To the fullest extent permitted by law, hereby exclude any express or implied warranties or representations with respect to the Programme, the operation of the Website or any services provided, whether directly or indirectly, through the Website (including but not limited to warranties of fitness for a particular purpose, satisfactory quality and non-infringement or any implied warranties arising out of a course of dealing or trade usage). We make no representation that the operation of the Website will be uninterrupted or error-free and shall not be liable for the consequences of any interruptions or errors.

10. Limitation of Liability and Indemnity

10.1
We shall not be liable for any loss of profit, loss of business revenue or data or for any indirect, special or consequential damages arising in connection with this Agreement or the Programme.

10.2 To the fullest extent permitted by law, our liability with respect to this Agreement or the Programme shall not exceed the total aggregate commission paid or payable to the Affiliate in the 6 month period prior to the occurrence of the event giving rise to such liability, provided that nothing in this clause 10 shall exclude or limit our liability for death or personal injury resulting from our negligence.

10.3 The Affiliate will defend, indemnify, and hold harmless SSLLP, its officers and employees against any damages, loss or expenses arising:

10.3.1 out of the Affiliate’s use of our name, trade marks and Links otherwise than in accordance with this Agreement; or

10.3.2 from or relating to the content, operation and maintenance of the Affiliate’s Website;

10.3.3 from a breach of any of the obligations and undertakings set out in this Agreement.

11. Confidential Information

11.1 The Affiliate undertakes that it shall not, whether during the term of this Agreement or thereafter for a period of 5 (five) years, except with the prior written consent of us , divulge or communicate to any other person, other than its directors, officers, employees, agents, professional advisors, or sub-contractors who need to know the same, any secret or confidential information or know-how concerning the business, financial or contractual arrangements or other dealings or affairs of us , the Programme or any terms of this Agreement or its performance under it or any proprietary or trade secrets or any written information which is expressed to be confidential.

11.2 The provisions of Clause 11.1 shall not apply to information in the public domain, other than through breach of this Agreement, information already in the Affiliate’s possession, information obtained from a third party who is free to divulge such information and information required by law, or other regulatory or governmental authority, to be divulged.

11.3 Without prejudice to any other rights or remedies that we may have, the Affiliate acknowledge that remedies at law for any breach of Clause 11.1 (including, without limitation, damages) may not be adequate and that therefore we will be entitled to equitable relief for any such breach including injunctive relief.

12 Partnership

Nothing in this Agreement shall constitute, or be deemed to constitute, a relationship of employment, agency or partnership between the parties.

13. Contracts (Rights of Third Parties) Act 1999

Unless expressly stated otherwise in this Agreement, the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

14. Governing Law

This Agreement will be governed by, and construed in accordance with, the laws of England and Wales and the parties submit to the exclusive jurisdiction of the Courts of England and Wales.

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Registered Office: 7 Bath Place, London, EC2A 3DR Tel: +44 (0) 20 7749 2700 | Fax: +44 (0) 20 77394309 | Email: trademarkhelpdesk@silvermansherliker.co.uk