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AFFILIATION AGREEMENT
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BVRP Software, a company incorporated in France
whose registered office is at 1 bis, rue Collange
92593 Levallois-Perret cedex - France (hereinafter
referred to as BVRP), has decided to establish an
affiliation programme with the view of establishing
hypertext links from its affiliate web sites to
the BVRP web site under the terms and conditions
stated hereunder.
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1 - OBJECTIVE
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The purpose of this Agreement is to define the
non-exclusive conditions concerning the establishment
of hypertext links between the AFFILIATE web site
and that of BVRP. The Agreement also defines the
conditions under which the AFFILIATE shall be paid.
These conditions are EXCLUSIVE OF ALL OTHER LEGAL
RELATIONSHIPS INCLUDING, WITHOUT LIMITATION, A FRANCHISE,
MANDATE OR REPRESENTATION.
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2 - DEFINITIONS
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- AFFILIATION: means the establishment of a hypertext
link between the AFFILIATE site and that of BVRP
under the conditions defined hereafter.
- AFFILIATE: means each individual or body corporate
who has satisfied the affiliation conditions and
accepted the following conditions, by clicking on
the "Accept" button at the bottom of this
page, WHO IS REGISTERED AT A COMPANY REGISTRY AND
WHO HAS THE CAPACITY TO GENERATE INVOICES.
- VISITOR: any person accessing the web site of
the AFFILIATE.
- CLIENT: a visitor who purchases a BVRP product
on the BVRP web site, having accessed this site
via a link created on the AFFILIATE web site under
these conditions
- MONTHLY TURNOVER: corresponds to the monthly turnover
made by BVRP on the purchases made on the BVRP web
site by CLIENTS. It therefore corresponds to the
monthly revenue generated by the AFFILIATE's site
in the course of the affiliation.
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3 - AFFILIATE APPROVAL BY BVRP SOFTWARE
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The
candidate, having read and accepted the "
GENERAL CONDITIONS"",
must complete the Sign-Up form in order to subscribe to the
programme and thus become an affiliate of BVRP. The affiliation
is not automatic, the candidate must satisfy the conditions
defined hereafter and be approved by BVRP:
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- 1 CONDITIONS RELATING TO THE AFFILIATE ITSELF:
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- 1 - 1. The affiliation is open to all INDIVIDUALS and
BODY CORPORATES under the express condition that they ARE
REGISTERED AT ANY RELEVANT COMPANY OR TRADE REGISTRY IN ACCORDANCE
WITH THE LAW OF THE COUNTRY WHERE THEY ARE BASED AND HAVE
THE CAPACITY TO GENERATE INVOICES.
3 -
1 - 2. The legal nature, the Corporate Counsel
and all other elements identifying the candidate must be
sent to BVRP. These must be true and easily verifiable documents.
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- 2 CONDITIONS CONCERNING THE AFFILIATE SITE:
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Any candidate whose site contains illicit material or elements,
which risk harming the brand image or credit of
BVRP cannot become affiliate. These elements include,
without limitation:
3 - 2 - 1. subject
matter or contents inciting racial hatred or all
other form of discrimination, as well as all libellous
contents;
3 - 2 - 2. subject
matter or contents of a pornographic, erotic, religious,
or political nature or which do not conform to the
policy and brand image of BVRP;
3- 2 - 3. Subject
matter or contents likely to harm the commercial
policy of BVRP: any product or company disparagement,
including that concerning BVRP's competitors, presentation
of BVRP’s competitors and their products,
etc.
The candidate's approval by BVRP is discretionary
and non-motivated. No candidate rejection gives
rights to compensation of any nature or title.
The candidate must possess an e-mail address which
is his official electronic address for the purpose
of the affiliation.
The approval or refusal of a candidate will be confirmed
by BVRP by the means of communication that BVRP
deems suitable, either by post or by e-mail.
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4 - AFFILIATE EXPRESS WARRANTIES AND GUARANTIES
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The affiliate represents and warrants that he has or
will execute, at his own costs and under his own
liability, all the administrative formalities that
may be required for his affiliation. It is therefore
agreed that BVRP shall not be liable under any circumstance
in that respect.
The affiliate further represents and warrants that
he will ensure at his own cost, that he is allowed
by his web site host to create hypertext links to
a commercial site and to maintain commercial relations
with such a site. The affiliate agrees that BVRP
shall not under any circumstance be liable for any
such action or appeal brought against the affiliate.
Finally, the affiliate guarantees BVRP against all
third party claims related to the content of his
site and warrants that he owns all the necessary
rights and authorisations for the diffusion of texts,
images, and all other element on his site on the
internet.
To this end, the affiliate will compensate BVRP
for all costs related to complaints, liability for
economic loss, legal proceedings (including legal
fees), and losses, resulting from the breach of
any of the above conditions.
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5 - CALCULATION OF AFFILIATE REMUNERATION
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BVRP will pay the AFFILIATE according to the MONTHLY TURNOVER
generated by the affiliate site. The payment will
be equivalent to a percentage of the MONTHLY TURNOVER
of the AFFILIATE, i.e. monthly turnover excluding
costs for shipping, handling, taxes, service charges,
returns and bad debt.
The MONTHLY TURNOVER is calculated on the basis
of the number of actual purchases made by the CLIENTS.
Actual purchases include products delivered or downloaded,
not returned and for which complete payment has
been received by BVRP SOFTWARE.
The rates of remuneration are detailed in "
SPECIFIC CONDITIONS"
in the annexes of these conditions.
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6 - IDENTIFICATION OF CLIENTS, ORDER PLACEMENT
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Orders placed by the CLIENTS will be processed by BVRP
on its sites using specific hypertext links. The
sale is concluded directly between BVRP and the
CLIENT.
BVRP is thus the unique owner of the clientele generated
by the affiliation programme.
BVRP consequently takes full responsibility for
the receipt and processing of the orders placed
by the CLIENTS.
BVRP will send the affiliate monthly statements
of the turnover generated by the affiliate site,
as defined in the paragraph "
CALCULATION OF AFFILIATE
REMUNERATION ".
The presentation and contents
of these statements may evolve at the entire discretion
of BVRP. This also applies to the support. The sales
and traffic statistics data will not be communicated
to the AFFILIATE except as defined in this contract.
This data is the exclusive property of BVRP and
is confidential. The AFFILIATE therefore agrees
not to disclose or communicate such information,
nor to permit any third party to do the same.
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7 - PAYMENT
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To receive payments from BVRP, the AFFILIATE shall open
a Paypal account on the site
http://www.paypal.com.
Personal accounts on Paypal are free. No payment
will be due to an AFFILIATE who has not opened a
Paypal account or whose Paypal account is closed.
On receiving the monthly statement, if and only
if the amount due to the AFFILIATE amounts to at
least fifty (50) Euros, the AFFILIATE will send
an invoice addressed to BVRP corresponding to the
amount due based on the MONTHLY TURNOVER.
Where the amount due is less than fifty (50) Euros,
the AFFILIATE will add up the monthly statements
in his records and invoice BVRP as soon as the aggregate
statements reach a sum of at least fifty (50) Euros.
Within thirty (30) days net of receiving the invoice,
BVRP will pay the AFFILIATE, through the AFFILIATE’s
Paypal account, a sum corresponding to the amount
invoiced.
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8 - TERM OF THE AGREEMENT
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This Agreement is concluded for an initial period
of one (1) year, and will be tacitly renewed for
subsequent one year periods. This Agreement will
come into force on the day of affiliation approval
by BVRP.
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9 - TERMINATION
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Each party may terminate this
Agreement by registered letter or by e-mail, with
one week's notice, at any time and without cause,
prejudice and liability. However, BVRP is entitled
to demand compensation if the AFFILIATE breaches
any of the obligations defined in this Agreement.
On termination of the Agreement, the AFFLIATE agrees
to remove all links existing between his site and
that of BVRP. The AFFILLIATE also agrees to return
to BVRP or to destroy all technical, graphical,
etc. elements received. No commission will be due
to the AFFILIATE after the given period of notice
other than that corresponding to the MONTHLY turnover
generated during the period of notice.
BVRP reserves the right to terminate the Agreement
without notice where the AFFILIATE's site risks
causing harm to BVRP or where the AFFILIATE does
not correspond to BVRP's commercial policy. In this
case, BVRP will send the AFFILIATE a formal demand
to delete all mention of BVRP its products, brands
and logos, and any links to the BVRP site from the
AFFILIATE site within forty-eight (48) hours.
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10 - ESTABLISHMENT OF HYPERTEXT LINKS
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BVRP will propose that the AFFILIATE creates one or several
hypertext links between his site and that of BVRP.
These links may be:
- Direct links to products on www.bvrp.com, www.bvrp.fr
or www.absoft.fr;
- A link to the home page of www.bvrp.com, www.bvrp.fr
or www.absoft.fr.
The AFFILIATE is free to choose the type(s) of link
he will install on his site.
To enable the creation of such links, BVRP will
send the AFFILIATE the necessary identification
codes. These codes are not to be modified in any
way.
Whatever the type of link used, it must contain
the identification of the AFFILIATE in order to
monitor the orders placed and thus the turnover
generated by the AFFILIATE site. The link will be
structured as: destination URL + Affiliate identification.
This constitutes a "target URL".
All the links described below shall be installed
at the cost, risk and peril of the AFFILIATE.
10 - 1 Product links
:
These are direct links to one or more products in
the BVRP catalogue.
The AFFILIATE can select one or several products
in the catalogue and establish a link to these products
from his site.
The AFFILIATE is responsible for the presentation
of the link and has complete freedom regarding its
location, format and presentation. He has the right
to present comments on the product. However, these
comments must in no way disparage the products,
or present them in an unfair, untrue or depreciative
manner.
In any event, the AFFILIATE is uniquely responsible
for all comments appearing on his site.
Each link to a selected product in the BVRP catalogue
will have a configuration specific to the AFFILIATE
in order to define the URL destination.
The AFFILIATE reserves the right to add a new link
or to deactivate an existing link at any time, without
informing BVRP.
BVRP will inform the AFFILIATE, by e-mail, of any
modification to the architecture of the BVRP site
which will alter the target URL contained in the
link, and will provide the AFFILIATE with the new
URL which will ensure continuous running.
However, BVRP will not be responsible for temporary
breaks in the link, whatever the cause may be.
10 - 2 BVRP SOFTWARE
home page links:
This type of link will direct traffic to the home
page of the BVRP site, without targeting a particular
section or product.
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11 - GRAPHICAL ELEMENTS OF THE LINK
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To create the links, the AFFILIATE will
install on his site a BVRP icon and/or banner where
he wishes to locate the links.
BVRP will provide the AFFILIATE with the necessary
technical and graphical elements including logos,
brands and other distinctive BVRP signs. The Affiliate
does not have the right to modify or add detail
of any sort to these elements.
By providing the AFFILIATE with the technical and
graphical elements, including logos, brands and
other BVRP distinctive signs, BVRP grants to the
AFFILIATE the right to place these elements on the
internet only pursuant to the strict execution of
this contract.
The AFFILIATE agrees not to claim any patrimonial
or moral intellectual ownership rights nor any industrial
ownership rights, whole or partial, on any element
provided. Such elements will remain the sole property
of BVRP.
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12 - PRESENTATION OF BVRP SOFTWARE PRODUCTS BY THE AFFILIATE
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The AFFILIATE agrees not to engage in any
advertising or communication of any kind concerning
the link, and not to present the link in any way
which may cause confusion between the AFFILIATE
site and that of BVRP or between the comments of
these two entities.
It is to be remembered that the AFFILIATE's comments
must in no way disparage the products of BVRP, or
present them in an unfair, untrue or depreciative
manner.
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13 - SERVICE INTERUPTIONS AND FORCE MAJEURE
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BVRP reserves the right to suspend or interrupt, either
temporarily or permanently, the functioning of its
web site, or of any of its product pages. This interruption
or suspension will not give the AFFILIATE any right
to compensation of any kind.
Neither party will incur any liability to the other
party on account of any loss or damages resulting
from any delay or failure to perform all or any
part of this agreement if such failure is caused
by an event of force majeure, which is beyond the
control and without negligence of the party.
Such events will include, without limitation: acts
of God, strikes, lock-out, riots, acts of war, earthquakes,
fire and explosions, act of any government authority,
water damage, or interruption in telecommunication
network or electricity network and all events of
force majeure recognized by the French jurisdiction
from time to time.
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14 - MISCELLANEOUS PROVISIONS
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The AFFILIATE
shall address all correspondence to:
BVRP Software - Affiliation Service
1 bis rue Collange
92 593 Levallois Perret Cedex
FRANCE
Or to any other address provided by BVRP SOFTWARE.
It is expressly agreed that access to the contents or data
on the BVRP SOFTWARE site confer no right to such
contents or data to the AFFILIATE . Such elements
remain the sole property of BVRP SOFTWARE.
BVRP reserves the right to modify, at any time,
all or part of the present
AGREEMENT. The modifications
will come into effect one (1) month after their
publication on the BVRP site. The AFFILIATE is considered
to have accepted such modifications at that date.
If the AFFILIATE does not accept the modifications,
he has the right to terminate this contract under
the conditions set out in the paragraph " TERMINATION
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15 - APPLICABLE LAW AND JURISDICTION
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This Agreement shall be governed
by, and construed in accordance with the laws of
France without reference to the conflict of laws
principles. Any dispute arising out of or related
to the execution or construction of this Agreement
shall be submitted to the exclusive competence of
the Court of Nanterre (France).
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SPECIFIC CONDITIONS
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REMUNERATION
CALCULATION TABLE
Commission is calculated as a percentage of the turnover
(excluding tax) generated each month by the AFFILIATE site
in sales of BVRP products, as defined in the paragraph "
CALCULATION OF AFFILIATE REMUNERATION in the agreement and according to the following rates:
| 1 – 800 euros |
10% |
| 801 – 3 000 euros |
12% |
| 3 001 – 7 500 euros |
15% |
| 7 501 + euros |
20% |
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AFFILIATE SIGN-UP
Obligatory fields
By clicking on the " ACCEPT " button,
you confirm your complete and unconditional acceptance
of, the AFFILIATION
AGREEMENT.
Your personal information will be kept by BVRP Software.
You have the right to access, modify, correct and
delete data about yourself (article 34 of the "
IT and freedom " Act).
To exercise this right, contact BVRP Software, Legal
Service, 1 bis rue Collange, 92593 Levallois Perret,
France
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