Terms & Conditions
THIS AGREEMENT (“Agreement”) is made and effective by and between Aramex International LLC, a company registered under the laws of the UAE, and Partner.
Partner and Aramex shall be referred to together herein as the "Parties," and the term "Party" shall refer to either one of them.
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to Partner in becoming an affiliate in the Shop and Ship Affiliate Program. The purpose of this Agreement is to allow HTML linking between Partner’s website and the SNS Website.
- To sign up as an Affiliate of Aramex for the Shop and Ship Services, Partner must be a registered entity or an individual at least 18 (eighteen) years of age, and must provide at Partner’s expense Partner’s own computer equipment and internet access.
- The following types of websites are not allowed to participate in the Affiliate Program: Adult Sites, Sites that display adult banners, sites that contain Unacceptable Content. As part of the registration process, Partner will select a username and password combination that Partner will use to access Partner Affiliate area within the Service. Partner shall provide Aramex with accurate, complete and updated registration information. Partner may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Partner’s true identity. Partner agrees that Aramex may rely on any data, notice, instruction or request furnished to Aramex which is reasonably believed by Aramex to be genuine and to have been sent or presented by a person reasonably believed by Aramex to be authorized to act on Partner’s behalf. Partner shall notify Aramex by e-mail at Affilates@shopandship.com of any known or suspected unauthorized uses of the Partner Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Partner’s username and password. Partner shall be responsible for maintaining the confidentiality of Partner’s username and password and Partner is responsible for all usage and activity on the Partner Account, including use of the account by a third party authorized by Partner to use the Partner Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by Aramex and referral to the appropriate law enforcement agencies.
- Affiliate Obligations
- Partner will be solely responsible for the maintenance and operation of its website and the descriptions therein of the products it sells and/or the services it offers. Partner specifically agrees not to:
- display any Unacceptable Content on its website(s) or mobile application(s);
- hold itself out as being an agent or official representative of Aramex or from claiming or implying that its website is an official SNS Website.
- allow any third party the right to display a SNS Link on the third party’s website, unless otherwise agreed to by Aramex.
- copy the “look and feel” of the SNS Website, or any other Aramex website.
- use the terms “ShopandShip” or “SNS” (or variations thereof) in your search engine marketing or as a keyword or in any paid marketing bidding channels; or
- claim or suggest that Aramex endorses any of your products or services.
- As a member of the Affiliate Program, you will have access to Affiliate Account Manager, which will allow the Partner to review details, download the SNS Link and banner creatives, browse and obtain tracking codes. In order for Aramex to accurately keep track of all guest visits from Partner’s website to the SNS Website, Partner agrees to incorporate a SNS Link in its website(s) and/or mobile application(s).
- The material and specifications for the SNS Link will be supplied by Aramex.
- If Partner wishes to (1) include any descriptive information or slogans related to Aramex or the Shop and Ship Service (other than the SNS Link) in its website(s) or application(s), or (2) feature or promote Aramex or the Shop and Ship Service in its marketing materials, Aramex shall have the right to review the marketing material and require Partner to remove any content in the marketing material, at its sole discretion, and which Partner shall remove immediately upon request.
- The SNS Link will incorporate a tracking cookie or other method enabling Aramex to identify Referred Customers
- Partner agrees to place or use SNS Link only with the intention of delivering the agreed upon tracked activities. Partner will not, nor knowingly permit any third party to, activate or attempt to activate the SNS Link or inflate or attempt to inflate the amount of any sought-after or resulting tracked activities, including but not limited to the use of any method or technology that does not actually deliver an end user to the destination SNS Website associated with the SNS Link.
- NOT ALLOWED: Any placement of creative in a "Desktop" advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.
- NOT ALLOWED: Any display of a merchant window that isn't the result of a direct click by the end-user.
- Aramex reserves the right, at any time, to review your placement and approve the use of the SNS Link and require that you change the placement or use to comply with the guidelines provided to you.
- Partner accounts that are left inactive will be removed from the Aramex system if their balance is equal to or less than $25. If an abandoned Partner account has a balance between $25 and $50, a $25 fee will be assessed once per calendar month, until the balance is equal to zero dollars and is closed. At no time will a Partner ever owe monies to Aramex based on fees as the account will simply be closed. An abandoned Partner account is defined as any account that has not been logged in to for a period of six (6) months, nor have any transactions been posted to that account. If one or the other of those conditions are true, then the Partner account will remain in an active state.
- Partner is solely responsible to comply with all intellectual property laws applicable to Partner’s website. Partner must have express permission to use third party’s copyrighted material. Aramex will not be responsible (and Partner will be solely responsible) for Partner’s use third party’s copyrighted material or other intellectual property in violation of the law or any third party rights.
- Aramex Rights and Obligations
- Aramex has the right to monitor Partner’s website to determine Partner’s compliance with this Agreement. Aramex may notify Partner of any changes to Partner’s website that to ensure that the SNS Link is appropriate or if there are any changes that Aramex may require. If Partner does not implement the requested changes to Partner’s website, then Aramex reserves the right to terminate the Agreement and Partner’s participation in the Affiliate Program.
- Aramex reserves the right to terminate this Agreement and Partner’s participation in the Affiliate Program immediately and without notice should Partner commit fraud in its use of the Affiliate Program or should Partner abuse the Affiliate Program in any way. If such fraud or abuse is detected, Aramex shall not be liable to Partner for any commissions resulting from such fraudulent sales.
- Term / Termination
- This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
- Either Party may terminate this Agreement if the other Party:
- ceases to do business as a going concern, makes an assignment for the benefit of creditors, or files a petition in bankruptcy or winding-up, or an involuntary bankruptcy or winding-up petition is filed against it and such petition is not withdrawn or denied within thirty (30) days.
- materially breaches any term or condition and fails to remedy such breach within fifteen (15) days of written notice from the non-breaching party (except that it may be terminated immediately for non-curable breach of confidentiality). This right of termination is in addition to any other available remedies for breach.
- Either Party may terminate this Agreement if the other Party:
- Aramex may terminate the Agreement immediately and without notice if Partner’s website(s) or mobile application(s) contain Unacceptable Content.
- Either Party may terminate the Agreement for convenience (without cause) upon thirty (30) days written notice to the other. The Parties may terminate the Agreement by mutual written consent.
- Upon termination, Partner will immediately remove the SNS Link and any references to Shop and Ship Services and Aramex from its website(s) and/or application(s). Affiliate Account will remain active for a period of thirty (30) days after termination of the Agreement.
- Aramex may modify the terms and conditions in this Agreement at any time at its sole discretion. Modifications may include, but are not limited to, changes in the payment procedures and the Affiliate Program rules. If any modification is unacceptable, Partner may terminate this its participation in the Affiliate Program and terminate this Agreement. Partner’s continued participation in the Affiliate Program following the posting of the change notice or new Agreement on the SNS Website will indicate Partner’s agreement to the changes.
- Partner will receive a Commission for sending a Referred Customer authorized sales via the SNS Link. Aramex shall have the right to change the Commission amount at any time upon providing thirty (30) days’ notice to Partner. Partner is solely responsible for determining if the Commission for the SNS Link placed on Partner’s website has changed or been discontinued. Partner will receive the Commission from Aramex via PayPal. Payments are made on the tenth (10) day of each month. Money credited to Partner’s account does not accrue interest.
- In the event of a Voided Transaction by a Customer, the Voided Transaction Commission will be immediately deducted from Partner’s Account balance. In the event the Partner Account balance is less than the Voided Transaction Commission, the Voided Transaction Commission will be deducted against Partner’s future earnings.
- Payment Terms. The fact that a compensation amount is reported for any tracked activity does not necessarily mean that a payment is due to Partner, since payment may be subject to conditions, including policies regarding cancellation.
- Right to Assess Fees. Aramex may, at any time upon prior written notice to you, commence charging or assessing fees in relation to participation in the Affiliate Program. Except as otherwise expressly provided in this Agreement, in the event Aramex elects to charge or assess fees, Partner will be notified at least thirty (30) days in advance in writing by email. Partner may elect not to pay any such fees by discontinuing its participation in the Affiliate Program prior to the commencement of such fees. Any and all fees or other charges may be offset against or debited from any amounts that might be held in the Partner account by Aramex including any amounts that may be due, payable or paid to Partner.
- Taxes. Partner will be solely responsible for any and all tax obligations, if any, due to all taxing authorities arising from or in connection with any compensation earned by Partner as a result of participating in the Affiliate Program.
- Access to Affiliate Account Interface
Partner will create a password to enable access to Aramex’s secure affiliate account interface. From the website Partner will be able to receive reports that will describe the calculation of the commissions due to Partner.
- Promotion Restrictions
- You are free to promote your own web sites, but naturally any promotion that mentions Aramex or Shop and Ship could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Aramex. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Merchant.com so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Merchant.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Merchant.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Merchant.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
- Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as shopandhip.com, Shop and Ship, www.shopandship, www.shopandship.com, Aramex.com, Aramex, www.aramex, www.aramex.com and/or any misspellings or similar alterations of these and/or any translations of these in any language – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Merchant’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
- Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Merchant’s service).
- Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Merchant’s site (i.e., no page from our site or any Merchant.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open Merchant.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
- Grant of License
- Aramex grants Partner a non-exclusive, non-transferable, royalty-free, revocable right to (i) use the Aramex Trademarks (in the form specified by Aramex) during the term of this Agreement in Partner’s website(s) and/or application(s) and/or marketing and advertising materials solely for the purpose of promoting and marketing the Shop and Ship Service in compliance with this Agreement. All goodwill from Partner’s use of the Aramex Trademarks will inure to Aramex. Partner will be entitled to use the Aramex Trademarks only to the extent the Partner is a member in good standing of the Affiliate Program.
- Each Party agrees not to use the other Party'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.
- Partner acknowledges and agrees that any breach or threatened breach of this clause 10 may result in immediate and irreparable injury to Aramex and Aramex shall, in the event of such breach or threatened breach, seek injunctive relief in any court having jurisdiction in order to prohibit Partner from (or to cause Partner to cease) such unauthorized actions.
ARAMEX MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE SHOP AND SHIP SERVICE AND SNS WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF ARAMEX ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, ARAMEX MAKES NO REPRESENTATION THAT THE OPERATION OF THE SNS WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND ARAMEX WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
- Representations and Warranties
Partner represents and warrants that:
- This Agreement has been duly and validly executed and delivered by Partner and constitutes a legal, valid, and binding obligation, enforceable against Partner in accordance with its terms;
- Partner has the full right, power, and authority to enter into and be bound by this Agreement and to perform its obligations under this Agreement, without the approval or consent of any third party;
- Partner has sufficient right, title, and interest in and to the rights granted to Aramex in this Agreement.
- Limitations of Liability
Neither Party will be liable to the other Party or to any third party for any indirect, special, incidental or consequential damages (including damages for loss of business, loss of profits, business interruption or the like), arising out of any malfunction, poor performance, or unavailability of the Services. Aramex’s cumulative liability to Partner arising under or in connection with this Agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory is limited to the lesser of (A) the average commission fees payable to Partner during the three (3) months prior to any such claim, or (B) USD 1,000 (One Thousand US Dollars). You recognize and acknowledge that this limitation of liability is fair and reasonable.
- Partner agrees to indemnify and hold Aramex and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, harmless from and 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) infringement of any patent, copyright, or trademark; misappropriation of any trade secret; or other violation of intellectual property rights arising out of Aramex’s use of Partner’s trademark or other intellectual property in compliance with this Agreement, (ii) any breach of any representation or warranty or breach made in connection with this Agreement, or (iii) personal injury, death, or tangible property damage resulting from Partner’s negligence or willful misconduct.
- Control of Defense. Aramex may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by Partner. Aramex may participate in the defense of all claims as to which it does not assume defense and control, and Partner shall not settle any such claim without Aramex's prior written consent.
- The Parties may disclose Confidential Information to each other in connection with this Agreement.
- Each Party will keep the Confidential Information, including reports, data and other information provided under this Agreement strictly confidential, and will use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care.
- Neither Party will disclose any such Confidential Information to any third party or use any such Confidential Information other than solely as and to the extent required for performance under this Agreement without the express written consent of the other Party. Each Party may disclose any such Confidential Information only to employees, officers, directors, professional advisors who need to know such information in order to perform their respective duties and who are themselves under confidentiality obligations (whether by written agreements or instructions)
- The confidentiality obligations in this clause 15 does not apply to information which was: (a) already rightfully known by the receiving Party at the time of disclosure; (b) generally available to the public or otherwise part of the public domain at the time of its disclosure, other than by breach of this Agreement; (c) lawfully disclosed by a third party not under any obligation of confidentiality; (d) independently developed by the receiving Party without reference to any of the Confidential Information; or (e) required to be disclosed by law, regulation or order of a judicial or administrative authority, provided, however, that the receiving Party gives prompt written notice to the disclosing Party to enable the disclosing Party to seek a protective order or take appropriate action to protect the Confidential Information
- The content of this Agreement, the Commission arrangements, and all non-public information related to the arrangements set forth in this Agreement are Confidential Information subject to this clause 15.
- Upon termination of this Agreement, or upon written request, each Party shall return the Confidential information in physical format to the other Party and to permanently erase all electronic copies of Confidential Information in its possession
- All right, title and interest in and to the Confidential Information will remain vested in the Party disclosing it. The disclosure of Confidential Information to the other Party does not confer any rights except the rights to use it in compliance with the terms and conditions of this Agreement.
- Partner agrees to comply with all privacy and data security laws, rules and regulations applicable to Partner.
- Partner agrees that it is an independent contractor, and nothing in this Agreement creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. This Agreement is not intended to create any third party rights under any relevant law.
- Partner may not assign its rights or obligations under this Agreement to any third party without the prior written consent of Aramex. Nothing in this Agreement shall restrict Aramex from assigning this Agreement (a) in the event of a sale, merger or other business consolidation of all or substantially all of its equity or assets, or (b) to a parent company, a wholly owned subsidiary, or a commonly-owned affiliate. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their successors and assigns
- This Agreement shall be governed by and interpreted in accordance with the laws of Dubai International Financial Center (“DIFC”) without regard to the conflicts of laws provisions, and all disputes shall be subject to the exclusive jurisdiction of DIFC courts.
- Any delay or omission on the part of either Party to exercise or avail itself of any right, power or privilege that it may have hereunder shall not operate as a waiver of any such right, power or privilege. All changes/amendments to this Agreement to be valid and effective must be made in writing and signed by both Parties.
- This Agreement is the complete agreement between the Parties relating to the subject matter. All prior or contemporaneous agreements, proposals, and arrangements, whether written or oral, are superseded by this Agreement.
- 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.
- Without limiting any other provision of this Agreement, each Party shall comply at all times with all applicable laws and regulations while performing its obligations and exercising its rights under this Agreement.
- Any notices required or permitted to be given pursuant to this Agreement shall be in writing and shall be effective on the date received. Notices may be sent by (a) e-mail or facsimile, the receipt of which is actually confirmed by an e-mail or facsimile from the recipient, or (b) registered or certified airmail (or equivalent) with return receipt requested, or (c) express delivery service with proof of delivery.
- Neither Party will be liable to the other for failure to perform due to a Force Majeure Event. Provided however, the Party whose performance is affected by the Force Majeure Event will (a) promptly notify the other in writing and (b) use reasonable efforts to work around the problem or provide substitute performance. If the Force Majeure persists for a period of ninety (90) or more consecutive days, either Party may terminate this Agreement upon written notice.
“SHOP AND SHIP” and “ARAMEX” which are a registered trademarks owned by Aramex, as well as any other marks and/or slogans which may be added during the term of this Agreement.
Calculated in accordance with the terms of the campaign selected by Affiliate as available on the Affiliate panel.
All trade secrets and competitive-sensitive information, including: customer, partner and supplier data; proprietary technology; commercial and financial information; specifications; marketing and business plans; reports and performance data; and any other information related to the other Party which should reasonably be regarded as confidential, regardless of whether it is specifically so marked. For the avoidance of doubt, all Personal Data relating to individuals or businesses who use Partner’s website for transactions or information is Partner’s Confidential Information; and all Personal Data relating to individuals or businesses who create accounts and conduct transactions on the SNS Website (including that of Referred Customers) is Aramex‘s Confidential Information.
An individual or business who has created a SNS account.
Force Majeure Event
Any event outside the reasonable control of a Party which affects its ability to perform under this Agreement including without limitation: act of God, government intervention, fire, war, flood, earthquake, revolution, act of terrorism, riot or civil commotion, strike or other industrial action by employees of the affected party, embargo, or shortage of suitable parts, material, or labor.
the business entity who signs this Agreement with Aramex
a specific account within the Affiliate Program, where Commissions are credited
Specific information relating to an individual or business that a Party obtains in the course of conducting its online business, including but not limited to: name, e-mail address, physical address, telephone number, and details related to that individual’s or business’s transactions or communications with such Party.
A new SNS customer who accesses the SNS Website from Partner’s SNS Link and creates a SNS account. For the avoidance of doubt, an existing SNS Customer who accesses the SNS Website from Partner’s SNS Link does not qualify as a “Referred Customer”.
Shop and Ship Services
An international shipping service that allows customers to shop online from Canada, China, France, Germany, Hong Kong, India, Italy, Japan, Malaysia, Singapore, South Africa, South Korea, Spain, Thailand, Turkey, United Arab Emirates (UAE), United Kingdom (UK), United States of America (USA) and have the shipment delivered to customers registered delivery address.
A link from Partner’s website(s) and/or mobile application(s) to the SNS Website, www.shopandship.com. The SNS Link will be specified and supplied by Aramex.
- is false, misleading or deceptive;
- contains obscene or pornographic language, jokes, pictures, etc.;
- promotes violence
- concerns illegal subject matter or encourages the breaking of any laws;
- insults, harasses, threatens, discriminates against, or humiliates another person, business or group;
- is disparaging to Aramex, its affiliates, suppliers or customers;
- discloses another person’s or business’s confidential information or infringes any person’s rights of publicity (e.g., unauthorised reproduction of a celebrity photo);
- reproduces a third party’s copyrighted material, logo or trademark without permission; or
- contains a virus, worm or other malicious software
a reversal of a previously earned sale that is later rescinded or corrected by Aramex. Aramex may void transactions that are fraudulent, or in the case of returned merchandise, duplicate transactions, or other valid reasons