Arcadier Associates General Terms

These general terms (“General Terms”) form an integral and inseparable part of the agreement ("Agreement") between Arcadier Pte Ltd (Business Registration: 201206204C), a company having its principal place of business at 33A Keong Saik Road, Singapore 089140 (“Arcadier") and yourself ("You") concerning Arcadier Associates - Arcadier's affiliate marketing programme (“Programme”).

By signing up to the Programme, You agree to be bound by the terms and conditions of the Agreement, including without limitation these General Terms.

Arcadier reserves the right to update and change the General Terms from time to time and may or may not notify You in writing. You can always view the General Terms and updated versions of the General Terms available at https://arcadierpartner.refersion.com/ at any time.

Any new features that augment or enhance the current Programme, including the release of new tools and resources, shall be subject to the General Terms. Continued use of the Programme after any such changes shall constitute Your consent to such changes.

You agree to enroll in the Programme and enter into the Agreement at your own risk. Arcadier reserves the right to end the Programme at any time without cause. 

Your Account

Arcadier reserves the right to Know Your Customer (“KYC”) you in order to join the program. You are preferably a validly registered corporate entity to be part of the Programme. Private individuals (real persons) may enroll in the Programme however your identity must verifiable with the use of nationally recognised identity as requested by Arcadier. If you are unable to produce a verifiable national identity, Arcadier reserves the right to deny your enrollment. 

You must provide Your legal full name, a valid email address, and any other information requested in order to complete the signup process. You may not maintain more than one (1) account. Accounts registered by “bots” or other automated methods are not permitted.

Your account may only be used by one person. A single login shared by multiple persons is not permitted.

You are responsible for maintaining the security of Your account and password, and You are solely responsible for any and all activity that occurs under Your account.

You may not use Arcadier Associates for any illegal or unauthorized purpose.

Arcadier reserves the right to terminate Your account at any time without cause. All existing customers and payments before termination remain in effect and payments will be honoured unless customers were acquired from any illegal or unauthorized manner which infringes on any law of the country of the customer. 

Special Links

Once You have signed up for the Programme, You will be assigned a unique referral code ("Referral Code"). You are permitted to place links, banners, or other graphics we provide with Your Referral Code on Your site, in Your emails, or in other communications. We will provide You with guidelines, link styles, and graphical artwork to use in linking to Arcadier. You agree to use such links and artwork only in the form provided. Note that such graphical artwork or other materials provided by Arcadier may contain the intellectual property of Arcadier, including without limitation copyrighted material and trademarks of Arcadier. You are granted, for the duration of the Agreement, a non-exclusive, revocable, limited license to use such intellectual property rights for the purposes set out in the Agreement.

To permit accurate tracking, reporting, and referral commissions accrual, we will provide You with special link formats to be used in all links between Your site and Arcadier ("Special Links"). You must ensure that each of the links between Your site and Arcadier properly utilizes such special link formats. You will earn commissions only with respect to sign-ups on the Arcadier Associates subscription page, specifically, Basic, Growth, Scale packages occurring directly through a Special Link. Any other links than Special Links will not earn any commissions.

You may not purchase Arcadier products or services through any Special Links (Your own or those of third parties).

Eligible Customers

Customers who land on the arcadier.com website via Special Links and who choose to purchase the Arcadier DIY SaaS Packages including Basic, Growth, Scale product packages, products, and services only (“Arcader Products”) within the applicable validity period ("Eligible Customers") shall entitle You to commissions as set out herein.

Eligible Customers are identified by cookies placed on the Customer's computer system. Such Cookies are the only way Arcadier identifies Eligible Customers, and Arcadier shall not be liable in any way, of any non-payment of commissions caused by circumstances outside the control of Arcadier, such as the Eligible Customer's deletion of the relevant cookies or the purchase of Arcadier products and services from another computer system. The cookies are valid for ninety (90) days. Any purchase of Arcadier Products after the expiry of such cookies shall not result in the payment of any Referral Fees.

Referral Fees and Payment

You shall have the right to get a referral fee commission ("Commission") for purchases made by Eligible Customers subject to the following:

i. The Commission is subject to a valid agreement between Arcadier and the Eligible Customer. Nothing contained herein shall be construed to impose any obligation to Arcadier to enter into any agreement with an Eligible Customer.

ii. The termination of the agreement between the Eligible Customer and Arcadier shall terminate any obligation of Arcadier to pay any Commission based on the Eligible Customer's purchases made at any time after such termination.

iii. Commission is ten percent (10%) of the net payments made by the Eligible Customer to Arcadier during the first twelve (12) months of the Eligible Customer's agreement with Arcadier for as long as the Eligible Customer does not cancel their subscriptions during that eligible period. 

iv. Arcadier will only make payment of the Commission once valid equivalent process payments have been received by Arcadier from the Eligible Customer. You may refer to your eligible Commission at www.arcadier.com/affiliate-associates.html.

v. Commission is calculated on the net price of the Arcadier Products, i.e., actual price the Eligible Customer will pay following any discount or promotion if running at the point of subscription. Arcadier reserves the right to set prices for Arcadier Product and to change such prices at any time at its sole discretion.

vi. You are responsible for paying any taxes related to the Commission. You agree to indemnify Arcadier against any claims related to unpaid taxes based on any Commission paid to You.

vii. Commission is paid via bank account transfer. You must provide your relevant account details to be eligible to receive Commission. Arcadier will not send any checks, credit cards, or cash.

ix. You must be able to provide a Bank Account that matches the name and identity of the entity or persons whose has been KYC by Arcadier, failing which Arcadier will not be responsible for non-payment. Arcadier is not obliged to accrue any payments for any amounts that have accrued before a valid and verified Bank Account has been provided.  

x. You may receive the Commission net of any transfer fees and foreign exchange differences or fees charged by the remittance service provider and/or the banks. Arcadier is not responsible for these fees charged by these third-party organisations. They will be absorbed by you. 

x. Although Arcadier’s legal position is not to refund customers on unutilised subscription periods or for disputed periods of subscriptions, Arcadier reserves the right to claw back any Commission paid to you should the Eligible Customer seeks and receives a refund from Arcadier for their subscription. For example, an Eligible Customer subscribes to an Annual Package and decides after 8 months not to continue and at that time insists Arcadier refunds the unutilised period. 

Publicity

You may not issue any press release with respect to the General Terms or the Agreement between You and Arcadier. You agree to keep the terms of the Agreement confidential and not to disclose them to third parties. In addition, You may not in any manner misrepresent or embellish the relationship between us and You, say You develop our products, say You are part of Arcadier or express or imply any relationship or affiliation between us and You or any other person or entity except as expressly permitted by these General Terms or the Agreement.

Your Responsibilities

You will be solely responsible for the development, operation, and maintenance of Your site and for all materials that appear on Your site.

Without limitation, You will be solely responsible for:

i. The technical operation of Your site and all related equipment.

ii. Ensuring that the display of Special Links on Your site does not violate any agreement between You and any third party (including without limitation any restrictions or requirements placed on You by a third party that hosts Your site).

iii. The accuracy, truth, and appropriateness of materials posted on Your site (including, among other things, all materials and any information You include within or associate with Special Links).

iv. Ensuring that materials posted on Your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).

v. Ensuring that materials posted on Your site are not libelous, immoral or otherwise illegal.

vi. Ensuring that Your site accurately and adequately discloses, either through a privacy policy or otherwise, how You collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.

vii. You have the right to disclose any data (including possible personal data) You disclose to Arcadier.

You shall not send any unsolicited emails or other communication ("spam") in connection with the Programme, or otherwise.

Compliance With Laws

As a condition to Your participation in the Programme, You agree that while You are a Programme participant You will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over You, whether those laws, etc. are now in effect or later come into effect during the time You are a Programme participant.

Keywords, Pay-Per-Click Advertising, and Domain Names

You shall not purchase or register search engine keywords, Pay-Per-Click advertising, AdWords, search terms, domain names, or other identifying terms that include the word "Arcadier" or certain variations and misspellings thereof for use in any search engine, portal, sponsored advertising service or other search or referral service.

Without limitation, this policy prohibits You from:

i. Bidding on any trademarks of Arcadier such as the "Arcadier" trademark, and any keyword string that includes such trademarks, e.g. "Arcadier marketplace", "Arcadier platform", "Arcadier marketplace platform", etc.

ii. Bidding on variations of Arcadier's trademark: for example "Arcadia", "Arcadier.com", “www.Arcadier.com", “www.arcadier.io”, “arcadier.io”, "arcadierx", "arcadierx.io", etc.

iii. Purchasing domain names based on Arcadier’s trademarks or variations of Arcadier’s trademark: for example "arcaider.com", "arcadier.net", "arcadie.com", etc.

iv. Purchasing Pay Per Click advertising containing Arcadier’'s trademarks or variations of Arcadier's trademark: for example "arcaider.com", "arcadier.net.com", "arcadie.com", etc.

Relationship of Parties

You and Arcadier are independent contractors, and nothing in the Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 otherwise, that reasonably would contradict anything in the Agreement.

Limitation of Liability

Arcadier will not be liable for any indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with the Agreement or the Programme, even if we have been advised of the possibility of such damages.

The total aggregate liability of Arcadier arising with respect to the Agreement and the Programme will not exceed the total commissions paid to You under the Agreement.

The limitation of liability set out herein shall not be applicable to damages caused by willful misconduct or gross negligence or the breach of the confidentiality obligations set out in the Agreement.

Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products or services sold through the Programme. In addition, we make no representation that the operation of Arcadier's sites or the products or services of Arcadier will be uninterrupted or error-free, and Arcadier will not be liable for the consequences of any interruptions or errors.

Independent Investigation

You acknowledge that You have read the Agreement and agree to all its terms and conditions. You understand that Arcadier can, at any time, directly or indirectly, solicit customer referrals on terms that may differ from those contained in the Agreement or operate websites that are similar to or compete with Your website. You have independently evaluated the desirability of participating in the Programme and are not relying on any representation, guarantee, or statement other than as set forth in the Agreement.

Term and Termination

The term of the Agreement will begin upon the acceptance of Your Programme application by Arcadier, which acceptance shall be made by Arcadier at its sole discretion.

Either party shall have the right to terminate the Agreement immediately at any time without cause, by giving the other party written notice of termination. Upon such termination without cause, Arcadier will pay any outstanding Commission accrued by the effective date of the termination without undue delay.

Your violation of any of the terms set out in the Agreement may result in the termination of the Agreement for cause by Arcadier at its sole discretion. Upon such termination, and without prejudice to any other remedies available to Arcadier, any obligation of Arcadier to pay any Commission shall be null and void.

Upon the termination of the Agreement for any reason, You will immediately cease use of, and remove from Your site, all Special Links, and all trademarks, trade dress, and logos, and all other materials provided by or on behalf of Arcadier to You pursuant hereto or otherwise in connection with the Programme.

Miscellaneous

No failure of Arcadier to exercise, nor any delay in exercising, of any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercises thereof or the exercise of any other right or remedy.

If at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity or enforceability of the remaining provisions shall in no way be affected or impaired thereby. The invalid provision shall be replaced by a valid one that achieves to the extent possible the original purpose and commercial goal of the invalid provision.

The Agreement forms the entire agreement between You and Arcadier relating to the subject matter herein.

You may not assign or transfer the Agreement or Your rights or obligations hereunder to any third party without the express prior written consent of Arcadier. Arcadier shall have the right to assign the Agreement at its sole discretion.

Governing Law and Dispute Resolution

The Agreement shall be governed solely by the laws of the Republic of Singapore, excluding its choice of laws provisions.

Any dispute, controversy, or claim arising out of or relating to the Agreement, or the breach, termination, or validity thereof, shall be finally settled by arbitration in accordance with the Rules of the Singapore International Arbitration Centre (“SIAC”). The seat of arbitration shall be Singapore. The language of the arbitration shall be English.