PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CRN – CLINICAL RESEARCH NETWORK S.R.L (WWW.CLINICALRESEARCH-NETWORK.COM), a Romanian based company bearing sole identification number (CUI) 33934338, registered with Romanian Trade Register under number J3/1643/2014 with its headquarters in Pitesti, Arges county, Calea Bucuresti no.34, bl.U5, sc.A, floor.6, ap.21, bank account IBAN IBAN RO 42 INGB 0000 9999 0545 4271 opened at ING BANK, phone no. +40 720 021 610, email address firstname.lastname@example.org
Please read the terms and conditions of this affiliate program agreement carefully before you join our program or begin marketing our program. These terms and conditions set forth the terms and conditions for the use of any and all digital products and services provided by CRN – CLINICAL RESEARCH NETWORK S.R.L. Each Affiliate is responsible for assuring that its employees, agents and contractors comply with this agreement.
BY SUBMITTING THE ONLINE APPLICATION TO JOIN OUR AFFILIATE PROGRAM, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
As used in these terms and conditions:
- “We”, “us”, or “our” refers to CRN – Clinical Research Network LLC and our websites;
- “you” or “your” refers to the Affiliate;
- “our websites” refers to the CRN – Clinical Research Network websites located at clinicalresearch-network.com, www.clinicalresearchmentors.com and www.theclinicalresearchmentors.com;
- “your website” refers to any websites that you will link to our website; (v) “Program” refers to Affiliate Program.
“Clinical Research Mentors” means an e-learning platform owned, operated or controlled by CRN – Clinical Research Network
“Affiliate Program” means our marketing affiliate program as described in this Agreement.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.
“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.
“Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.
“Agreement” means this Affiliate Program Agreement and all materials referred or linked to in here.
“Commission” means an amount described on the Program Policies Page for each Customer Transaction.
“Customer” means the authorized actual user of the Clinical Research Mentors courses who has purchased the CRN – Clinical Research Network products after being an Affiliate Lead.
“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement.
“Customer Data” means all information that Customer submits or collects via the and all materials that Customer provides or posts, uploads, inputs or submits for public display through the CRN – Clinical Research Networks Products.
“Clinical Research Mentors Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.
“CRN – Clinical Research Network Products” means the online courses called as Products and Subscription Service from Clinical Research Mentors e-learning platform.
“Products” means those products and services that we offer, which are not included in the Subscription Service; and, for the purposes of this Agreement, Products include all of our online courses from academy/theclinicalresearchmentors.com and clinicalresearchmentors.com, or other professional services, or fees for third-party products or services.
“Subscription Service” means our web-based courses that is subscribed to, and developed, operated, and maintained by us, accessible via academy/theclinicalresearchmentors.com, clinicalresearchmentors.com or another designated URL, and add-on products to our platform.
This Agreement does not create an exclusive agreement between you and us. Both you and we will 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.
To begin the enrolment process, you will complete and submit the online application. After receiving your application, we will review your website and notify you of your acceptance or rejection into our Program. Please allow up 48 hours for your application to be reviewed. The fact that we approve applications does not imply that we may not re-evaluate your application at a later time.
We reserve the right to reject any application for any reason, however we encourage you to contact us if you feel we have made an incorrect decision. Including all of the websites that you use in your profile will help us make a better decision.
If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below.
Further, you will need to complete any enrolment criteria set out in the Affiliate Policies , if applicable. Failure to complete any enrolment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.
You will comply with the terms and conditions of this Agreement at all times, including any applicable Affiliate Policies.
Your participating website(s) may not:
- Infringe on our or any anyone else’s intellectual property, publicity, privacy or other rights.
- Violate any law, rule or regulation.
- Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials.
- Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
- Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate commissions from another website. This includes toolbars, browser plug-ins, extensions and add-ons.
LINKING TO OUR WEBSITE
Upon acceptance into the Program, links will be made available to you through the interface. You will be able to review the Program’s details and previously published affiliate newsletters, download HTML code that provides for links to web pages within the our website and banner creatives, browse and get tracking codes for our coupons and deals.
Your acceptance in our program means you agree to and abide by the following.
- You will only use linking code we provide you for each banner, text link, or other affiliate link obtained from the affiliate interface without manipulation.
- We reserve the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
- All domains that use your affiliate link must be listed in your affiliate profile.
- Your Website will not in any way copy, resemble, or mirror the look and feel of our Website. You will also not use any means to create the impression that your Website is our Website or any part of our Website including, without limitation, framing of our Website in any manner.
- You may not engage in cookie stuffing or include pop-ups, false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring url information (i.e. the page from where the click is originating).
- Using redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking) is prohibited.If you are found redirecting links to hide or manipulate their original source, your current and past commissions will be voided, or your commission level will be set to 0%. This does not include using “out” redirects from the same domain where the affiliate link is placed.
- The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
- It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.
- You will not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller appearing on our website unless you have an independent license for the display of such trademark or logo; use any data, images, text, or other information obtained by you from us or our website in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement.
- We grant you a limited, nonexclusive, non-transferable, revocable right to use the graphic image and text solely for the purpose of you participating in the Program. You may not modify the graphic image or text in any way. All of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. Should we decide to revoke your license, we will give you notice.
- You acknowledge our ownership of our licensed materials, agree that you will not do anything inconsistent with our ownership and that all of your use of the licensed materials will inure to the benefit of, and on behalf of, the Program and, if requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing is this Agreement gives you any right, title or interest in the licensed materials other than the right to use the licensed materials in accordance with this Agreement. You also agree that you will not attack our title to the licensed materials or the validity of the Licensed Materials or this Agreement.
- You may not bid on any of our trademarked terms (which are identified below), including any variations or misspellings thereof for search or content-based campaigns on Google, Bing, MSN, Yahoo, Facebook or any other network unless given written permission first from us.
- You may not use our trademarked terms, including any variations or misspellings as per #1 above, in sequence with any other keyword (including, but not limited to ‘CRN – Clinical Research Network Coupons’, ‘CRN – Clinical Research Network Discount Codes’, ‘CRN – Clinical Research Network Promo’, ‘Clinical Research Mentors Coupons’, ‘Clinical Research Mentors Coupons’ Discount Codes’, ‘Clinical Research Mentors Coupons’ Promo’, ‘The Clinical Research Mentors Coupons’, ‘The Clinical Research Mentors Coupons’ Discount Codes’, ‘The Clinical Research Mentors Coupons’ Promo’etc).
- You may not use our trademarked terms in your ad title, ad copy, display name or as the display URL.
- You may not direct link to our website from any Pay Per Click ad or use redirects that yield the same result. Customers must be directed to an actual page on your website.
- You may not bid in any manner appearing higher than us for any search term in position 1-5 in any auction style pay-per-click advertising program.
- If you automate your PPC campaigns, it is your responsibility to exclude our trademarked terms from your program and we strongly suggest you add our trademarked terms as negative keywords. We have a strict no tolerance policy on PPC trademark bidding. If discovered brand bidding on PPC campaigns, you will be sent an email asking to remove the ads in question within 24 hours. If the ads are not removed within 24 hours you will be removed from the program permanently and all commissions associated with the violations will be reversed.
The following list of trademarked terms should not be treated as an exhaustive list (but as a list of some of the prohibited terms):
CRN – Clinical Research Network, clinicalresearch-network.com, CRN – Clinical Research Network coupon, CRN – Clinical Research Network coupon code, CRN – Clinical Research Network discount, CRN – Clinical Research Network discount code, CRN – Clinical Research Network promo, CRN – Clinical Research Network promo code, CRN – Clinical Research Network sale, CRN – Clinical Research Network sales, CRN – Clinical Research Network deal, CRN – Clinical Research Network deals
Clinical Research Mentors, ClinicalResearchMentors.com, Clinical Research Mentors coupon, Clinical Research Mentors coupon code, Clinical Research Mentors discount, Clinical Research Mentors discount code, Clinical Research Mentors promo, Clinical Research Mentors promo code, Clinical Research Mentors sale, Clinical Research Mentors sales, Clinical Research Mentors deal, Clinical Research Mentors deals
The Clinical Research Mentors, TheClinicalResearchMentors.com, The Clinical Research Mentors coupon, The Clinical Research Mentors coupon code, The Clinical Research Mentors discount, The Clinical Research Mentors discount code, The Clinical Research Mentors promo, The Clinical Research Mentors promo code, The Clinical Research Mentors sale, The Clinical Research Mentors sales, The Clinical Research Mentors deal, The Clinical Research Mentors deals
Academy The Clinical Research Mentors, academy/theclinicalresearchmentors.com, Academy / The Clinical Research Mentors coupon, Academy / The Clinical Research Mentors coupon code, Academy / The Clinical Research Mentors discount, Academy / The Clinical Research Mentors discount code, Academy / The Clinical Research Mentors promo, Academy / The Clinical Research Mentors promo code, Academy / The Clinical Research Mentors sale, Academy / The Clinical Research Mentors sales, Academy / The Clinical Research Mentors deal, Academy / The Clinical Research Mentors deals
If you are enrolled in our Program and your Website promotes coupon codes, you must adhere to our Coupon Guidelines as follows:
- You may ONLY advertise coupon codes that are provided to you through the affiliate program.
- Posting any information about how to work around the requirements of a coupon/promotion (i.e. first-time customers only) will result in removal from the program.
- Coupons must be displayed in their entirety with the full offer, valid expiration date and code.
- You may NOT use any technology that covers up the coupon code and generates the affiliate click by revealing the code(s).
- You may NOT advertise coupon codes obtained from our non-affiliate advertising, customer e-mails, paid search, or any other campaign.
- You may NOT give the appearance that any ongoing offer requires clicking from your website in order to redeem. For example, if all items on the site have free shipping over $100, you may not turn this into an offer that infers that the customer must click from your site to get this deal.
- Additionally, if your website ranks on the first page of any search engine for terms related to our website or company name(s) combined with the words coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower commission than our standard rate to offset the reduced profitability of orders.
COUPON ATTRIBUTION & AUTHENTICATION
Affiliates whose primary business is posting coupons, who are viewed by the program as being a coupon site, and/or who are tagged as a coupon affiliate in our system, may not be paid commissions for sales generated without a corresponding valid coupon code. Valid codes are defined as codes that are made available to the affiliate channel in general, through newsletters or the respective section in your affiliate interface, and directly or privately to affiliates. Coupon codes that are not real, expired, not specific (i.e. ‘up to 40% off sale items) or are long-term, sitewide offers that do not require a code may not be considered valid codes and the affiliate will not be given commission on these orders.
Promoting us through a sub-affiliate network is permitted, however, you must be completely transparent with regards to where traffic from your sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting the Program adhere to our terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaign. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote the Program.
Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with our terms.
Use of any of our trademarked terms as part of the domain or sub-domain for your website is strictly prohibited.
www.website.com/CRN – Clinical Research Network
www.website.com/Clinical Research Mentors
www.website.com/ The Clinical Research Mentors
CRN – Clinical Research Network.website.com
www.CRN – Clinical Research Network-coupons.com
Clinical Research Mentors.website.com
www. Clinical Research Mentors -coupons.com
The Clinical Research Mentors.website.com
www. The Clinical Research Mentors -coupons.com
ADVERTISING & PUBLICITY
You shall not create, publish, distribute, or print any written material that makes reference to our Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Program via e-mail campaigns, you must adhere to the following:
- comply with and shall observe in all respects any and all applicable laws and regulations (including those concerning advertising operation, unsolicited advertising “SPAM“, as required under Romanian Law 365 (r1)/2002 regarding electronic commerce, transposing Directive of the European Parliament and of the Council 2000/31/CE); You are fully responsible for all actions or lack thereof which result or are related in any way from breaking any law (including but not limited to “SPAM”) or cause any prejudice
- E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of us.
- E-mails must first be submitted to us for approval prior to being sent or we must be sent a copy of the e-mail.
Promotion on Facebook, Twitter, Instagram, YouTube and other social media platforms is permitted following these general guidelines:
- You ARE allowed to promote offers to your own lists; more specifically, you’re welcome to use your affiliate links on your own Facebook, Twitter, etc. pages. For example, You may post, ‘25% off sale at CRN – Clinical Research Network through Wednesday with code GET25’.
- You ARE PROHIBITED from posting your affiliate links on our Facebook, Twitter, Pinterest, etc. accounts or company pages in an attempt to turn those links into affiliate sales.
- You ARE PROHIBITED from running Facebook ads with our trademarked company name.
- You ARE PROHIBITED from creating a social media account that includes our trademark/s in the page name and/or username.
OPERATIONS OUTSIDE ROMANIA
If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive, as well as the General Data Protection Regulation (GDPR), if you are conducting business in or taking orders from persons in one or more of the European Union countries.
You shall include a disclosure statement within any and all pages, blog/posts, or social media posts where affiliate links for our affiliate program are posted as an endorsement or review, and where it is not clear that the link is a paid advertisement. This disclosure statement should be clear and concise, stating that we are compensating you for your review or endorsement. If you received the product for free from us or from the affiliate management team for review, this also must be clearly stated in your disclosure.
* Disclosures must be made as close as possible to the claims.
* Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g. Disclosure should be visible before the jump).
* Pop-up disclosures are prohibited.
CRN – CLINICAL RESEARCH NETWORK RIGHTS AND OBLIGATIONS
We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Program.
We reserve the right to terminate this Agreement and your participation in the Program immediately and without notice to you should you commit fraud in your use of the Program or should you abuse this program in any way. If such fraud or abuse is detected, we shall not be liable to you for any commissions for such fraudulent sales.
This Agreement will begin upon our acceptance of your Affiliate application and will continue unless terminated hereunder.
- Either you or we may end this Agreement AT ANY TIME, with or without cause, by utilizing the respective functionality of the affiliate platform. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
- Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our website, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.
- You are eligible to earn commissions only on sales of qualifying products that occur during the term, and commissions earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
Customers who buy products through this the Program are our customers. All of our standard policies and operating procedures will apply to these customers. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time.
- Only items that were purchased by customers who use the Program Affiliate Link from your site to our website are considered ‘direct sales’. Direct sales placed through the Program Affiliate Link on your site are reduced by items that are not shipped, cancelled by customers, returned, charged back or refunded at a later date.
- We reserve the right to exclude items ordered by you (using the Program Affiliate Link which would otherwise qualify for direct sales) and to not pay commissions for them, if we deem it necessary, in our sole discretion, to prevent abuse of the Program, or to reject orders that do not comply with any requirements that we periodically may establish.
- We will be responsible for processing orders and will handle all customer service issues. We will track sales by customers who purchase products by using the Program Affiliate Link from your site to our website. A statement of activity is available to you through your affiliate interface.
You will be paid according with CRN – Clinical Research Network’s below Payment Terms
- Commission Rates: You receive 30 percentage (30%) based on the customer the product purchased
CRM GCP Training: 29$
CRM Essential CRA Program: 249$
For example, if you refer a customer and they purchase CRM GCP Training and CRM Essential CRA Program at the same time you will receive 29$ * 30% + 249$ * 30% = 8.7 +74.7 = 83.4$ for this.
- You receive commission for the purchase made by a new customer who is not in an active sales process with us at the time of the affiliate link click.
- The customer needs to be an active customer for 30 days, plus the number of days at the end of that month. For example, a Customer who makes a purchase on 15 May must still be a customer on 20 June.
- The customer must land on and sign up on a clinicalresearchmentors.com landing page in order to be properly tracked – we will not be able to track purchases made on clinicalresearchmentors.com.
- Affiliate links rely on cookies to track sales so the customer cannot have cleared their cookies.
- Only affiliate links can be used to track sales. Incorrect use of affiliate links will cause inability to track referrals.
There are a number of other limitations that may result in commission not being paid – we encourage you to read the Affiliate Program Agreement for more information on this.
- Upgrades/downgrades: You will receive additional commission if a customer upgrades to a higher tiered product in the future. You also do not lose commission if they downgrade to a lower tiered product in the future.
- Attribution: In the event a single customer clicks two different affiliate links, the first affiliate gets the credit
- Cookie Window: 90 days of clicking your affiliate link
- When you will get paid
- We pay commissions each month for the previous month’s earnings (commissions you earn in May will be paid in June, with pay runs occurring between the 25 th and 30 th of each month).
- Your commission balance must be higher than 100$ (we keep this amount in your commissions account to prevent it from running into negative sums in the event of clawbacks)
- We use a simple, affordable, and complete payouts service that allows you to pay affiliates directly to your direct bank accounts or debit cards in more than 30 countries.
ACCESS TO AFFILIATE ACCOUNT INTERFACE
You will create a password so that you may enter your secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.
TRANSACTION LOCK DATES
All sales will remain in a ‘sales pending period’ and will not lock until the terms set forth within the locking period parameters of our Program. All locked payments will be processed by us after the lock date.
REVERSAL & COMMUNICATION POLICY
We take pride in our low reversal rate, which we attribute to open communication with our affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and conditions.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and conditions, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.
- You are not forthcoming, intentionally vague or are found to be lying.
- You are not responsive within a reasonable time period and after multiple attempts to contact with information listed in your network profile.
- You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof.
- If any of the above apply, then we reserve the absolute right to reverse orders, set your commission to 0% or suspend you from the program for the period or orders in question or terminate you from the program altogether. We know that many violations are a result of automated processes; however, it is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to pro-actively address these issues and adhere to our program rules.
GRANT OF LICENSES
- We grant to you a non-exclusive, non-transferable, revocable right to (i) access our sites through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose.
- You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Program. You agree that all uses of the Licensed Materials will be on behalf of the Program and the good will associated therewith will inure to the sole benefit of us.
- Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
- Except for the limited license granted under this section, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to our Affiliate Link, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to our domain name.
REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
- This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
- You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
- You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
CRN – CLINICAL RESEARCH NETWORK MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR PROGRAM, SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
LIMITATIONS OF LIABILITY
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL CRN – CLINICAL RESEARCH NETWORK’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless CRN – Clinical Research Network, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
GDPR DATA PROCESSING
This Data Processing sets out the terms that apply as between CRN – Clinical Research Network and Affiliate when processing EEA personal data in connection with the Affiliate Program. This Addendum forms part of the Affiliate Program Agreement. Capitalized terms used in this Addendum shall have the meanings given to them in the Affiliate Program Agreement (the “Agreement”) unless otherwise defined.
- Definitions: (a) “controller,” “processor,” “data subject,” and “processing” (and “process”) shall have the meanings given to them in Applicable Data Protection Law; (b) “Applicable Data Protection Law” means any and all applicable privacy and data protection laws and regulations applicable to the Personal Data in question, including, where applicable, EU Data Protection Law (in each case, as may be amended, superseded or replaced from time to time); (c) “EU Data Protection Law” means: (i) the EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); and (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national data protection laws made under or pursuant to clause (i) or (ii); and (d) “Personal Data” means any information relating to an identified or identifiable natural person to the extent that such information is protected as personal data under Applicable Data Protection Law.
- Purposes of processing. The parties acknowledge that in connection with the Affiliate Program, each party may provide or make available to the other party Personal Data. Each party shall process such data: (i) for the purposes described the Agreement; and/or (ii) as may otherwise be permitted under Applicable Data Protection Law.
- Relationship of the parties. Each party will process the copy of the Personal Data in its possession or control as an independent controller (not as a joint controller with the other party). For the avoidance of doubt and without prejudice to the foregoing, CRN – Clinical Research Network shall be an independent controller of any Personal Data that it receives or shares with Affiliate in connection with the Affiliate Program.
- Compliance with law. Each party shall separately comply with its obligations under Applicable Data Protection Law and this Addendum when processing Personal Data. Neither party shall be responsible for the other party’s compliance with Applicable Data Protection Law. In particular, each party shall be individually responsible for ensuring that its processing of the Personal Data is lawful, fair and transparent, and shall make available to data subjects a privacy statement that fulfils the requirements of Applicable Data Protection Law.
- International transfers. Where Applicable Data Protection Law in the European Economic Area (“EEA”), and/or its member states, United Kingdom and/or Switzerland (collectively for the purposes of this Addendum, the “EU’), applies to the Personal Data (“EU Personal Data”), neither party shall process any EU Personal Data (nor permit any EU Personal Data to be processed) in a territory outside of the EU unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. To the extent a Affiliate transfers EU Personal Data to CRN – Clinical Research Network and CRN – Clinical Research Network is located in a territory outside the EU that does not provide adequate protection for Personal Data (as determined by Applicable Data Protection Law), CRN – Clinical Research Network agrees to abide by and process such EU Personal Data in accordance with the Standard Contractual Clauses for Controllers as approved by the European Commission and available at http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915 (as amended, superseded or updated from time to time) (“Model Clauses”), which are incorporated by reference in, and form an integral part of, this Addendum. CRN – Clinical Research Network agrees that it is a “data importer” and the Affiliate is the “data exporter” under the Model Clauses (notwithstanding that CRN – Clinical Research Network may be an entity located outside of the EEA).
- Security: Each party shall implement and maintain all appropriate technical and organizational measures to protect any copies of the Personal Data in their possession or control from (i) accidental or unlawful destruction, and (ii) loss, alteration, or unauthorized disclosure or access (a “Security Incident”) and to preserve the security and confidentiality of such Personal Data. Each party shall notify the other party without undue delay on becoming aware of any breach of EU Data Protection Law/Applicable Data Protection Law.
- You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
- Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
- Romanian Law will govern these T&C and any action, suit, proceeding, or claim arising out of or related to these T&C shall be brought exclusively in courts of law located in Bucharest Romania.
- You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
- This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
- The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
- If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
- Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME ADMIT OTHERS INTO THE PROGRAM ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.