Terms of Service

Effective date: 20th August 2021

Before registering a user account and/or creating an affiliate program on this site you must read these terms and conditions carefully. by using this site and/or its associated software or services you agree to be bound by the Terms of Service and privacy policy. If you do not agree to these terms you will be unable to utilise the Performance Pay Network Software, Services, and Affiliate Programs.

Performance Pay Network Limited (" Performance Pay Network", " we", " our") offers a variety of marketing and affiliate tracking tools available online via web service API's (collectively, the "Service"), and websites, including but not limited to performancepaynetwork.com, , id.performancepaynetwork.com, docs.performancepaynetwork.com (the " Websites"). Performance Pay Network Limited is located at Whitehall House, Feldspar Close, Leicester, England, LE19 4SD. If you have any questions about these Terms of Service (the " Terms"), please email us at performancepaynetwork.com . Performance Pay Network has four different types of users depending on the Performance Pay Network products used:

• We call users of the Websites " Site Visitors".
• We call users that have registered with Performance Pay Network " Registered Users".
• We call Registered Users who use the Service as part of a paid Performance Pay Network subscription plan (regardless of plan type) " Operators". The Service is made available to Operators and charged in accordance with the subscription plan and any other specific terms agreed to between Performance Pay Network and the organisation (e.g. your employer or another entity or person, called the " Customer") that entered into a separate agreement that governs delivery, access, and use of the Service, collectively the " Customer Agreement".
• We call Registered Users that are subscribed to an affiliate program and are approved by a Customer to access marketing and tracking tools " Affiliates". Affiliates can access and use the Service they are given access to in order to carry out marketing activities on behalf of the Customer, and typically have access to a more limited set of Service features and functionality than Operators.

We refer to these four types of users collectively as “ Users” or “ you” for purposes of these Terms. Regardless of what type of User you are, these Terms create a legal agreement directly between you and Performance Pay Network and explain the rules governing use of the Service and Websites. By accessing or using the Service and Websites, you acknowledge and agree that you have read, understand, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, please do not access or use the Service and Websites. We may, from time to time, modify these Terms. Please check this page periodically for updates. We will comply with applicable local legal obligations to provide you with notice of changes to these Terms. Your continued use of the Service and Websites after any such update constitutes your acceptance of such changes.

1. Eligibility and Scope

To use the Service and Websites you must be, and represent and warrant that you are, at least 18 years of age and competent to agree to these Terms. If Performance Pay Network has previously prohibited you from accessing or using the Service and Websites, you are not permitted to access or use the Service and Websites.

2. Account Registration and Use

2.1 Identity Registration To make use of the Service and Websites, you must register an Performance Pay Network " Identity" by providing a user name and password. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name and password. We may assume that any communications we receive under your account have been made by you. If you are a billing owner, an administrator, or if you have confirmed in writing that you have the authority to make decisions on behalf of a Customer (“ Account Administrator”), you represent and warrant that you are authorized to make decisions on behalf of the Customer and agree that Performance Pay Network is entitled to rely on your instructions.

2.2 Unauthorized Use. If you become aware of any unauthorized use of or access to your account, it is your responsibility to notify us at . You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. Performance Pay Network will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Performance Pay Network or a third party due to someone else using your account. In the event that the Account Administrator or Customer loses access to an account or otherwise requests information about an account, Performance Pay Network reserves the right to request from the Account Administrator or Customer any verification it deems necessary before restoring access to or providing information about such account in its sole discretion.

3. Intellectual Property Rights

Unless otherwise indicated, the Websites and Service is our proprietary property and all source code, databases, functionality, software, website designs, audio, visual, text, photographs, and graphics on the Website (collectively, the " Content") and the trademarks, service marks, and logos container therein (the " Marks") are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United Kingdom, international copyright laws, and international conventions. The Content and Marks are provided on the Website "AS IS" for your information and personal use only. Except as expressly provided in these Terms of Service, no part of the Website, Service and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

4. Provision of Operator Services

4.1 Services Use. During the Term, Performance Pay Network will provide the Services in accordance with this Agreement, and the Customer may utilise, and integrate the Services into any Customer Application, in accordance with the Agreement.

4.2 Performance Pay Network Portal. The Customer will have access to manage the provision of Services via the Performance Pay Network Portal, including but not limited to, the ability to upgrade, cancel, modify, or create new Services.

4.3 Customer Account. The Customer must hold an Performance Pay Network Identity to use and provision Services in accordance with section 2. of these Terms of Service.

4.4 Service Modifications. Performance Pay Network may make commercially reasonable updates to the Services from time to time. Performance Pay Network will inform Customers if Performance Pay Network makes a material change to the Services that has a material impact on the Customer's use of the Services provided that the Customer has subscribed with Performance Pay Network to be informed about such change.

4.5 Agreement Modifications. Performance Pay Network may make changes to this Agreement, including pricing (and any linked documents) from time to time. Unless otherwise noted by Performance Pay Network, material changes to the Agreement will become effective 14 days after they are posted, except to the extent the changes apply to new functionality in which case they will be effective immediately. If the Customer does not agree to the revised Agreement, the Customer may stop using the Services by terminating the Customer Agreement. By continuing to use the Service after such material change will constitute consent to such changes. Performance Pay Network will post any modification to this Agreement to https://performancepaynetwork.com/terms/ .

4.6 Discontinuation of Services. Performance Pay Network will notify the Customer at least 12 months before discontinuing any Service (or associated material functionality) unless Performance Pay Network replaces such Service or functionality with a materially similar Service or functionality. Further, Performance Pay Network will notify the Customer at least 12 months before significantly modifying a Customer-facing Performance Pay Network API in a backwards-incompatible manner. Nothing in this Section 4.6 (Discontinuation of Services) limits Performance Pay Network' ability to make changes required to comply with applicable law, address a material security risk, or avoid a substantial economic or material technical burden.

4.7 Third-Party Software. Performance Pay Network may make Software available to the Customer, including third-party software. The Customer's use of any Software is subject to the applicable provisions in the Service Specific Terms.

5. Payments & Payment Terms.

5.1 Billing Period. Performance Pay Network offers different Subscription Plans consisting of a fixed "Monthly Subscription Fee" and variable usage fees for "Processing Units". The Monthly Subscription Fee and Usage charges for the "Billing Period" will be charged to your Payment Method on the specific payment date indicated on the Performance Pay Network Portal. The length of the Billing Period will depend on when the subscription was created and/or upgraded/downgraded and may be subject to change.

5.2 Online Billing. At the end of the applicable Billing Period or as otherwise stated by Performance Pay Network in the Performance Pay Network Portal, Performance Pay Network will issue an electronic bill to the Customer containing the Monthly Subscription Fee for the upcoming Billing Period for all charges based on Processing Units used in the provision of the Services during the applicable Billing Period. The Customer will pay all Fees in the currency stated in the invoice. If Customer elects to pay by credit card, debit card, or other non-invoiced form of payment, Performance Pay Network will automatically charge (and Customer will pay) all Fees immediately at the end of the Billing Period. If the Customer elects to pay by invoice (and Performance Pay Network agrees), all Fees are due as stated in the invoice. The Customer's obligation to pay all Fees is non-cancellable. Performance Pay Network has no obligation to provide multiple bills. Payments made via wire transfer must include the bank information provided by Performance Pay Network. Payments will be collected via Performance Pay Network Limited, a company incorporated in England and Wales with offices at Whitehall House, Feldspar Close, Leicester, England, LE19 4SD.

5.3 Upgrading & Downgrading The Customer may upgrade or downgrade a subscription plan at any time via the Performance Pay Network Portal. Unpaid Processing Unit fees for the Billing Period up to the point of upgrade or downgrade will be charged automatically using the Payment Method on file for the Customer. If upgrading, the difference between the old and new Monthly Subscription Fee will be automatically charged for the current Billing Period. If downgrading the new Monthly Subscription Fee will be charged from the end of the current Billing Period. No refund will be issued for any previously paid Monthly Subscription Fee.

5.4 Taxes.

(a) The Customer is responsible for any Taxes, and will pay Performance Pay Network for the Services without any reduction for Taxes. If Performance Pay Network is obligated to collect or pay any Taxes, the Taxes will be invoiced to the Customer and the Customer will pay such Taxes to Performance Pay Network, unless the Customer provides Performance Pay Network with a timely and valid tax exemption certificate in respect of those Taxes.

(b) The Customer will provide Performance Pay Network with any applicable tax identification information that Performance Pay Network may require under applicable law to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. The customer will be liable to pay (or reimburse Performance Pay Network for) any taxes, interest, penalties, or fines arising out of any mis-declaration by Customer.

5.5 Payment Disputes & Refunds. Any payment disputes must be submitted before the payment due date. If the parties determine that certain billing inaccuracies are attributable to Performance Pay Network, Performance Pay Network will not issue a corrected invoice, but will instead issue a credit memo specifying the incorrect amount in the affected invoice. If a disputed invoice has not yet been paid, Performance Pay Network will apply the credit memo amount to a disputed invoice and the Customer will be responsible for paying the resulting net balance due on that invoice. Refunds (if any) are at Performance Pay Network' discretion and will only be in the form of credit for the Services. Nothing in this Agreement obligates Performance Pay Network to extend credit to any party.

5.6 Late Payments & Suspension. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) from the payment due date until paid in full. The Customer will be responsible for all reasonable expenses (including legal fees) incurred by Performance Pay Network in collecting such delinquent amounts. Further, if the Customer's payment for the Services is overdue, Performance Pay Network may Suspend the Services at its discretion.

5.7 Cancellation. The Customer may cancel the Subscription Plan at any time. Unpaid Subscription and Usage Fees for the Billing Period up to the point of cancellation will be charged automatically using the Payment Method on file for the Customer. Access to the Service will be disabled. Performance Pay Network will keep historical tracking data for up to 14 Days and make it available upon request to the Customer, after this time elapses Performance Pay Network reserves the right to delete all data from its systems permanently.

5.8 Affiliate Payments. Payments to Affiliates are the express responsibility of the Operator of the Service. Performance Pay Network has no responsibility or legal power to ensure the payment of Affiliates by the Operator and accepts no liability in the event that an Affiliate fails to arrange or collect payment from the Operator.

5.9. Changes to Prices and Subscription Plans. We may change our subscription plans and the price of our service from time to time; however, any price changes or changes to your subscription plans will apply no earlier than 14 days following notice to you.

6. Customer Obligations

6.1 Compliance. The Operator will (a) ensure that the Customers and its Affiliates and other End Users' use of the Services complies with this Agreement, (b) use commercially reasonable efforts to prevent and terminate any unauthorized use of, or access to, the Services, and (c) promptly notify Performance Pay Network of any unauthorized use of, or access to the Services. Performance Pay Network reserves the right to investigate any potential violation of the Acceptable Use Policy by the Customer, which may include reviewing Customer Affiliate Program Data.

6.2 Privacy. The Customer is responsible for any consents and notices required to permit (a) The Customer's use and receipt of the Services and (b) Performance Pay Network accessing, storing, and processing of data provided by the Customer (including Customer Data, if applicable) under the Agreement.

6.3 Restrictions. The Customer will not, and will not allow End Users to, (a) copy, modify, or create a derivative work of the Services; (b) reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of, the Services (except to the extent such restriction is expressly prohibited by applicable law); (c) sell, resell, sublicense, transfer, or distribute any or all of the Services; or (d) access or use the Services (i) for High Risk Activities; (ii) in violation of the acceptable use policy; (iii) in a manner intended to avoid incurring Fees (including creating multiple Customer Applications, Accounts, or Projects to simulate or act as a single Customer Application, Account, or Project (respectively)) or to circumvent Service-specific usage limits or quotas; or (iv) in a manner that breaches, or causes the breach of, Export Control Laws.

7. Suspension

7.1 Acceptable Use Policy Violations. If Performance Pay Network becomes aware that the Customer or any End User's use of the Customer Services violates the Acceptable Use Policy, Performance Pay Network will notify Customer and request that the Customer correct the violation. If the Customer fails to correct the violation within 24 hours of Our request, then Performance Pay Network may Suspend all or part of the Customer's use of the Services until the violation is corrected.

7.2 Other Suspensions. Notwithstanding Section 7.1, Performance Pay Network may immediately Suspend all or part of a Customer's use of the Services if (a) Performance Pay Network reasonably believes the Customer's or any End User's use of the Services could adversely impact the Services, other customers' or their end users' use of the Services, or the Performance Pay Network network or servers used to provide the Services; (b) there is suspected unauthorized third-party access to the Services; (c) Performance Pay Network reasonably believes that immediate Suspension is required to comply with any applicable law; or (d) The Customer is in breach of Section 6.3 (Restrictions) or the Service Specific Terms. Performance Pay Network will lift any such Suspension when the circumstances giving rise to the Suspension have been resolved. At the Customer's request, Performance Pay Network will, unless prohibited by applicable law, notify the Customer of the basis for the Suspension as soon as is reasonably possible.

8. Technical Support Services

8.1 By Customer. The Customer is responsible for the technical support of its own Customer Affiliate Programs.

8.2 By Performance Pay Network. Subject to payment of applicable support Fees, Performance Pay Network will provide Technical Support Services to the Customer during the Term in accordance with the Technical Support Services Guidelines. Certain Technical Support Services include a minimum recurring Fee as described at https://performancepaynetwork.com/pricing/. If the Customer downgrades its Technical Support Services level during any calendar month, Performance Pay Network may continue to provide Technical Support Services at the same level and for the same Technical Support Services Fees as applied before the downgrade for the remainder of that month.

9. Term & Termination

9.1 Agreement Term. The term of this Agreement (the "Term") will start and be in effect from the date that the Customer clicks to agree to these Terms of Service and continues until the Agreement is terminated as stated in this Section 9 (Term and Termination).

9.2 Termination for Breach. To the extent permitted by applicable law, either party may terminate this Agreement immediately on written notice if (a) the other party is in material breach of the Agreement and fails to cure that breach within 30 days after receipt of written notice of the breach or (b) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days.

9.3 Termination for Inactivity. Performance Pay Network reserves the right to terminate the provision of the Services to an Affiliate Program upon 30 days' advance notice if, for a period of 60 days (a) Customer has not accessed the Affiliate Program or the Affiliate Program has had no network activity and (b) such Affiliate Program has not incurred any Fees for such Services.

9.4 Termination for Convenience. The Customer may stop using the Services at any time. The Customer may terminate this Agreement for its convenience at any time on prior written notice and, upon termination, must cease use of the applicable Services. Performance Pay Network may terminate this Agreement for its convenience at any time with 14 days' prior written notice to the Customer.

9.5 Termination Due to Applicable Law. Performance Pay Network may terminate this Agreement immediately on written notice if Performance Pay Network reasonably believes that (a) continued provision of any Service used by the Customer would violate applicable law(s) or (b) the Customer has violated or caused Performance Pay Network to violate any Anti-Bribery Laws or Export Control Laws.

9.6 Effect of Termination. If the Agreement is terminated, then (a) all rights and access to the Services will terminate (including access to Customer Data, if applicable), unless otherwise described in this Agreement, and (b) all Fees owed by the Customer to Performance Pay Network are immediately due upon Customer’s receipt of the final electronic invoice.

10. Publicity

The Customer may state publicly that it is an Performance Pay Network customer and display Performance Pay Network Brand Features in accordance with Trademark Guidelines. Performance Pay Network may use the Customer's name and Brand Features in online or offline promotional materials of the Services. Each party may use the other party’s Brand Features only as permitted in the Agreement. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features.

11. Disclaimer

Except as expressly provided for in the Agreement, Performance Pay Network does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, noninfringement, or error-free or uninterrupted use of the Services or Software and (b) any representations about content or information accessible through the Services.

12. Limitation of Liability

12.1 Indirect Liability. To the extent permitted by applicable law, neither party will have any Liability arising out of or relating to the Agreement for any (a) indirect, consequential, special, incidental, or punitive damages or (b) lost revenues, profits, savings, or goodwill.

12.2 Limitation on Amount of Liability. Each party's total aggregate Liability for damages arising out of or relating to the Agreement is limited to the Fees the Customer paid during the 6 month period before the event giving rise to Liability.

13. Indemnification

You agree to defend, indemnify, and hold us (Performance Pay Network) harmless, including our subsidiaries, affiliates and all of our respective offices, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable legal fees and expenses, made by any third party due to or arising out of: (1) use of the Services of Affiliate Programs; (2) breach of these Terms of Service; (3) any breach of your representations and warranties set forth in these Terms of Service; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Service. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

14. Governing Law

These Terms shall be governed by and defined following the laws of the United Kingdom. Performance Pay Network and the Customer irrevocably consent that the courts of the United Kingdom shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

15. General / Miscellaneous

15.1 Notices. Under this Agreement, notices to the Customer must be sent to the Admin Email Address listed for an Affiliate Program and notices to Performance Pay Network must be sent to . Notice will be treated as received when the email is sent.

15.2 Emails. The parties may use emails to satisfy written approval and consent requirements under the Agreement.

15.3 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, terrorism, riots, or war.

15.4 No Third-Party Beneficiaries. This Agreement does not confer any benefits on any third party unless it expressly states that it does.

15.5 Definitions.

• "Identity" means a registered Performance Pay Network Account.
• "Performance Pay Network Portal" means the online dashboard provided by Performance Pay Network for administering the Affiliate Program Service.
• "Affiliate Program" means the Service provisioned by the Customer for the express purpose of recruiting Affiliates and the tracking of online marketing activity.
• "Affiliate/s" means users that have registered to an Affiliate Program with the express purpose to promote Customer products and services.