S.L.I.C.E. Digital is a trading name of R.O.EYE LIMITED (5492723) - NZBN: 9429041478592 (“S.L.I.C.E.”), the operator of www.slice.digital.
This agreement (the "Agreement") is made by and between S.L.I.C.E. (also referred to as "We" and “Us”), and you, as an affiliate and user of the Services (as defined below) provided to you via https://publisher.slice.digital ("You", "Your", "Affiliate") and as further defined in Your Affiliate Registration.
Please read this Agreement carefully before registering and using the Service as an Affiliate. By signing up for the Services, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, you are not permitted to use https://publisher.slice.digital as an Affiliate.
By submitting an Affiliate Registration, you are agreeing to be bound by the terms and conditions below. These terms and conditions form the "Agreement" between You and Us.
"Advertiser" means an online business with a website that pays a reward to S.L.I.C.E. and Affiliates for a legitimate Measureable Performance by a Visitor, and uses the S.L.I.C.E. Platform to enable Affiliates to join that advertiser’s Program, tracking, reporting, and issuance of Your Affiliate Commission.
"Affiliate" means “you”, an individual or organisation with an online site or audience reached through certain third party sites (e.g. your Facebook account) to Promote products and services of the Advertiser in order to earn an Affiliate Commission for legitimate Measureable Performance by a Visitor, and uses the S.L.I.C.E. Platform to facilitate applications to partner with an Advertiser, access or apply for a Affiliate Tracking Link, reporting, and receipt of such Affiliate Commission.
“Affiliate Commission” means the fee You earn from Promoting Advertiser products via the Platform, calculated using the calculation, percentage or amount stipulated agreed between S.L.I.C.E. and the Advertiser and resulting from Measurable Performances.
“Affiliate Registration” means Your completion of the affiliate registration process on https://publisher.slice.digital/signup.
“Affiliate Terms” means additional terms that apply between you and an Advertiser, which are set out on the Advertiser’s Offers Page.
“Affiliate Tracking Link” means a link which enables the Network to assign an Affiliate Commission to the referring party if the Affiliate completes a Measurable Performance.
“Automated Confirmation” means the Advertiser’s agreement to forgo the opportunity to Void any Measureable Performances by You.
“Business Day” means a day other than a Saturday, Sunday or public holiday during which businesses are generally open for business in Auckland, New Zealand.
“Commencement Date” means the date Your Affiliate Registration is accepted by S.L.I.C.E.
“Confidential Information” means (i) all information (whether in oral, written, electronic or other recorded form) disclosed by or on behalf of a Party to the other Party in connection with the Purpose, from the date of this Agreement; (ii) all copies of that information; and (iii) the fact that discussions are taking place related to the Purpose, but does not include: (a) publicly available information; or (b) information which becomes known to the other Party from a third person who is not in breach of any obligation of confidentiality to the Party who disclosed the information.
“Fee” means any fee payable to You pursuant to this Agreement, including, but not limited to, the Affiliate Commission.
"Link" means a hyperlink placed on Your site that, when clicked on, serves the Advertiser’s website to the Visitor's browser. The Link may be in the form of text, a product image, a button, a banner or any other format reasonably acceptable to the Advertiser.
“Measureable Performance” means a sale, lead, click or other measureable action as agreed between the Advertiser and S.L.I.C.E.
“Offer” means the non-negotiable commercial terms made available by a specific Advertiser on the Network which the Affiliate has the option to apply for and accept.
“Offers Page” means a page relating to the commercial terms made available by a specific Advertiser, including, but not limited to how much Affiliate Commission they will pay for each Measurable Performance, which the Affiliate would be subject to if they accept the Offer.
“Party” means a party to this Agreement.
“Platform” means the affiliate technology made available by S.L.I.C.E. that connects Affiliates and Advertisers.
“Pre-Moderation” means acceptance of Affiliates onto the Advertiser’s Offer using S.L.I.C.E.’s own selection criteria prior to an Affiliate Tracking Link being enabled for an Advertiser’s Offer.
“Promote” means the act of You using Your online asset such as Your website or Facebook page to connect that Your audience with an Advertiser’s products and services.
“Promotional Activity” means an Affiliate’s Promotion of the Advertiser’s products and services online via any online medium (agreed to and acceptable by the advertiser) they can generate traffic from.
“Qualifying Sale” means a sale which qualifies as per the criteria set by the Advertiser as determined in the sole opinion of the Advertiser and/or S.L.I.C.E.
“Service” means the online services delivered by You to S.L.I.C.E. and applicable Advertisers using the Platform that enables You to Promote Advertiser products and services in consideration for the applicable Fees.
"Visitor" means any person or user that clicks on an Affiliate Tracking Link to an Advertiser website placed on Your site or your online medium.
"Void" means a reversal of a Measurable Performance earned that is later rescinded or corrected by an Advertiser. An Advertiser may void Measurable Performances that:
S.L.I.C.E. has made the Platform available to facilitate tracking and commerce between Advertisers (also known as merchants) and You (also known as a publisher) using https://publisher.slice.digital.
The Advertiser wishes to promote its products and services by engaging You using the S.L.I.C.E. Platform, in exchange for Affiliate Commission.
You wish to become an Affiliate of S.L.I.C.E. and provide the Service as an Affiliate.
You agree to provide the Services in consideration for the Fees pursuant to the terms and conditions of this Agreement.
Affiliates who have successfully completed the Affiliate Registration process found on the Website may participate or use the Platform and the Website.
As an Affiliate, Advertisers will be establishing relationships with You. All relationships established between You as the Advertiser under this Agreement through the S.L.I.C.E. Network will be conducted and enabled as part of the Service.
As an Affiliate, You can participate on the Platform and promote Advertisers and their products using your unique login details once Your Affiliate Registration is enabled by S.L.I.C.E.
S.L.I.C.E. does not guarantee that Your participation on the Platform pursuant to this Agreement will result in:
S.L.I.C.E. may from time to time request from You information relating to Measurable Performances for the purpose of:
If an Advertiser opts for Automated Confirmation, this will be stipulated within their Offers Page.
As an Affiliate, You will be provided with Affiliate Tracking Links. You may also be given access to the promotional materials of Advertisers (together with the Affiliate Tracking Links, the "Materials"). As long as You comply with the terms of this Agreement, and any terms of a particular Advertiser, You can place the Materials where You prefer on your site. However, an Advertiser is free to decide to not work with You for non-stipulated reasons, which may include, and not be limited to, the display on your site or the quality of leads You may generate.
S.L.I.C.E. may terminate an Advertiser from Your Services at the sole discretion of S.L.I.C.E. (either direct or at the request of Advertisers) and is not obligated to notify You of their removal. However, in doing so, S.L.I.C.E. will act in good faith and use its best endeavours to give You notice of the need to remove an Advertiser before doing so.
A Program could also be paused for a variety of reasons, including, but not limited to, problems with tracking, during which time you are not entitled to compensation or loss of earnings or any other direct or indirect loss, although S.L.I.C.E. may, in its sole discretion choose to acknowledge some or all of your actual or potential losses.
S.L.I.C.E. reserves the right to remove Affiliate accounts, including Yours, that have remained unverified since creation or have not been accessed in up to 12 months.
The Advertiser shall establish and define the Affiliate Commissions that each Affiliate will earn for their Measurable Performances received via their Affiliate Tracking Links. You agree and accept that the Advertisers are responsible for setting the Affiliate Commissions to reward Measurable Performances, which can change at any time.
Every calendar month, Your account balance will be processed if:
We will endeavour to pay the Affiliate Commission owed to you on or around the 25th of the month following the date of the Measurable Performance as long as we receive such funds from the Advertiser at least 5 days prior.
You agree and accept that You are not entitled to Affiliate Commission, or a component of such, if it is on “Pending” or “Hold” status or S.L.I.C.E. does not receive the same from the relevant Advertiser. If S.L.I.C.E. are late paying Affiliate Commission, You agree you cannot terminate this Agreement on the basis that the delay constitutes a breach of this Agreement.
Affiliate Commission will be paid to you in either or a combination of NZD, AUD, USD, EUR, GBP which is determined by the currency selected by the respective Advertiser. You accept any currency conversion calculation as determined by the Advertiser or S.L.I.C.E. or the transaction processing third party agent as being accurate and may include third party processing fees.
If a previously sent Affiliate Commission is rejected by an Affiliate or unclaimed and requires to be resent using any one of the payment methods, S.L.I.C.E. reserves the right to charge the Affiliate a NZ$15.00 repeat reprocessing administration handling fee which will be deducted from the Affiliate Commission amount prior to the rejection or lack of claim. Any costs incurred or associated with return of a payment to S.L.I.C.E. will be deducted from the Affiliate Commission payment amount.
Payments to Affiliates are made on or around the 25th day of each month for the previous month when the Affiliates account balance reaches NZ$50, AU$50, US$50, GBP50 or the equivalent of NZ50 in any other currency, or more for the previous months' transactions following receipt of the Fees from the Advertiser.
If S.L.I.C.E. is unable to make contact with You using the contact details set out in Advertiser application or account settings, and:
You agree You will not receive any interest on Affiliate Commissions held by the Advertiser or S.L.I.C.E.
All Fees are stated as exclusive of GST unless otherwise stated.
You agree that S.L.I.C.E. can raise invoices to the Advertiser on your behalf for any Affiliate Commission payable to You during the term of this Agreement. Therefore, you agree to not raise invoices for Affiliate Commissions.
You must notify S.L.I.C.E. immediately if you:
We may engage a third party to issue invoices on our or the Advertiser’s behalf.
As part of the registration process, You will be supplied with a username and password combination that You use to access Your Affiliate area within the Platform, which you agree to keep confidential. You shall provide S.L.I.C.E. with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive other users of your Your true identity. You agree that S.L.I.C.E. may rely on any data, notice, instruction or request furnished to S.L.I.C.E. by You which is reasonably believed by S.L.I.C.E. to be genuine and to have been sent or presented by a person reasonably believed by S.L.I.C.E. to be authorised to act on Your behalf.
You shall notify S.L.I.C.E. by e-mail at hello@slice.digital of any known or suspected unauthorised uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorised disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorised by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by S.L.I.C.E without prejudice to any other terms of this Agreement.
You represent to S.L.I.C.E. that all content You provide for the provision of the Service is solely owned by You or provided by You with the express authority of the third party You represent and does not infringe upon any other individual's or organisation's rights (including, without limitation, intellectual property rights) in New Zealand, and is not defamatory, unlawful or otherwise objectionable under the laws of New Zealand.
You shall not knowingly or intentionally provide, promote, distribute, place or otherwise publish as an Affiliate of the Service any content, or website that includes content which is libelous, defamatory, obscene, offensive, objectionable, pornographic, abusive, fraudulent or violates any law. As S.L.I.C.E. may not review all information provided by You, You will remain solely responsible for Your Promotional Activities.
Through the contact and newsletter features of the www.slice.digital interface, the Affiliate agrees to limit contact to discussions directly related to the Advertiser's Promotional Activity running through the Platform. If the Affiliate operates more than one business, the Affiliate agrees not to promote offers not directly related to the Affiliate's Promotional Activity running through S.L.I.C.E pursuant to this Agreement. If a violation of this clause is discovered, the Affiliate will be given email or telephone notice and given the opportunity to correct the violation within 48 hours to the satisfaction of S.L.I.C.E. prior to which S.L.I.C.E. has the right to terminate this contract with immediate notice.
S.L.I.C.E. prohibits the use of adware software and you agree to not use them for any matters in relation to the performance of this Agreement. The definition of adware is at the sole discretion of S.L.I.C.E.
To the fullest extent permitted by law, S.L.I.C.E. disclaims all warranties, express or implied, including but not limited to warranties relating to fitness for purpose, its use and the results of such use.
Without limiting the foregoing, S.L.I.C.E. specifically disclaims any warranty that its service you You will be uninterrupted or error free, that defects will be corrected, that there are no viruses or other harmful components, that the security methods employed will be sufficient or regarding the correctness, accuracy or reliability of our services. The Parties agree that the applicable law will not invalidate this clause.
Everything on the Platform and in connection with our services to You, including your access to Advertisers, is provided to You “as is” and “as available” without warranty of any kind unless explicitly stated herein.
S.L.I.C.E. will make reasonable efforts to keep the Platform operational. However, certain technical difficulties may, from time to time, result in temporary service interruptions. The Affiliate understands, acknowledges and accepts this risk without prejudice to S.L.I.C.E.
To the maximum extent permitted by law, unless explicitly stated in this Agreement, all terms, guarantees, warranties, representations or conditions which are not expressly stated in this Agreement are excluded. S.L.I.C.E. will not be liable for any special, indirect or consequential loss or damage, loss of profit or opportunity, damage to goodwill arising out of or in connection with the Platform or this Agreement (including, arising out of not being able to use the Platform), whether at common law, under contract, in tort, in equity or pursuant to statute.
To the maximum extent permitted by law, You agree to indemnify S.L.I.C.E., its advertisers, agents, contributors and third party content providers from and against:
The Parties must not disclose each other’s Confidential Information to any person except as Required by this Agreement or law.
S.L.I.C.E. grants you a non-exclusive, revocable licence during the term of this Agreement to use the Platform and the Services pursuant to this Agreement. All intellectual property rights, including trademarks, copyrights, patent rights or applications and trade names related to the foregoing shall remain the sole property of S.L.I.C.E. or its suppliers, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.
You may not, without the prior written permission of S.L.I.C.E. (such permission is implied if the functionality of the Platform allows), to broadcast, reproduce, up-load to a third party, transmit, post, distribute, adapt or change in any way the Affiliate identities, the Platform or our services for any purpose, unless permitted by this Agreement.
During the Promotional Activity You grant S.L.I.C.E. and the Advertisers a limited, non-exclusive, revocable license to use Your intellectual property for the purpose of operating the Promotional Activity. All images, technology and content provided for S.L.I.C.E. and Advertiser use is and shall remain the sole property of the Affiliate or its suppliers and no part thereof shall be deemed assigned or licensed to any Advertiser or to S.L.I.C.E. except as explicitly provided for herein.
Each Party warrants and represents to the other Party that it:
The Affiliate represents and warrants to S.L.I.C.E that:
The Affiliate represents and warrants to S.L.I.C.E. that it has obtained all necessary consents and permissions in order to comply with this Agreement and will otherwise comply in all respects with New Zealand law (including privacy laws) as necessary in order to operate the Promotional Activity as contemplated by this Agreement.
S.L.I.C.E. makes no representations whatsoever about any website except the www.slice.digital domain which You may access through the Service. In addition, Your use of any Link to any website does not mean that S.L.I.C.E. endorses or accepts any responsibility for the content or the use of such website.
17.1 S.L.I.C.E., in its sole discretion, may disqualify an Affiliate from participation in the use of any or all portions of the Website if such Affiliate engages in any conduct that S.L.I.C.E. deems to be illegal, improper, unfair or otherwise adverse to the operation of the Website or detrimental to other users of the Website.
17.2 Such improper conduct includes, but is not limited to:
S.L.I.C.E. may void and refuse to pay/reimburse Affiliate Commission that an Affiliate has earned or deposited and/or require the return of any monetary sums that an Affiliate may have accumulated if engaged or previously engaged in improper conduct.
S.L.I.C.E. may also recover any outstanding debt owed by Affiliates using one or a combination of methods that include deductions to the Affiliates current balance.
Affiliates further acknowledge and accept that the forfeiture of earnings or deposits shall in no way prevent S.L.I.C.E. from pursuing other avenues of recourse such as criminal or civil proceedings in connection with such conduct.
Affiliates may voluntarily close or terminate their account with S.L.I.C.E.. In doing so, You waive the right to be paid any unpaid Affiliate Commissions below the minimum threshold.
You will not receive any Affiliate Commissions, which are earned after the date of termination.
Without limiting any of the remedies available to either Party pursuant to this Agreement and pursuant to any law or regulation, either Party may terminate this Agreement if the other Party:
Termination under this clause is without prejudice to either Party’s rights under this Agreement and does not relieve either Party of its obligations to pay any Fees that are due.
During the Term of the Agreement and for six (6) months thereafter, you as an Affiliate shall not:
In the event you the Affiliate breach this clause 23.1, you agree to pay S.L.I.C.E. an amount equal to what S.L.I.C.E would have otherwise earned or the sum of NZ$25,000 whichever is less had you not violated this clause. Except as expressly set forth above, nothing herein shall be deemed to restrict You from entering into marketing agreements with Advertisers for services unlike services provided by S.L.I.C.E., or to prohibit You from otherwise advertising, merchandising, or promoting its products and services.
Should a dispute arise between You and an Advertiser and S.L.I.C.E. is requested by You and/or the Advertiser to intervene and assist in resolving the dispute, any such intervention and assistance provided by S.L.I.C.E. is without prejudice to S.L.I.C.E.’s rights under this Agreement and S.L.I.C.E. will not be held responsible or liable for the result of such intervention and assistance.
Should S.L.I.C.E. or an Advertiser receive a notice or allegation from a third-party in connection with Your Promotional Activity, you agree to the Advertiser or S.L.I.C.E. directing that notice or allegation to you for you to resolve direct with the third party at your expense.
S.L.I.C.E. reserves the right to hold Fees until disputes are resolved.
A Party claiming a dispute under this Agreement must give written notice to the other Party detailing the nature of the dispute, the desired outcome and the action required to settle the dispute.
On receipt of notice of a dispute by the other Party, a Party must:
The Affiliate will not, without the prior written consent of S.L.I.C.E. (not to be unreasonably withheld or delayed), assign this Agreement, in whole or in part. This Agreement is solely for the benefit of the Parties and their successors and permitted assigns, and do not confer any rights or remedies on any other person or entity.
If either Party is prevented from performing any of its obligations under this Agreement due to any cause beyond the party's reasonable control, including, without limitations, an act of God, fire, flood, explosion, war, strike, embargo, government regulation, civil or military authority, acts or omissions of carriers, transmitters, providers, vandals, or hackers (a "Force Majeure Event") the time for that Party's performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however, that the Affiliate will not be excused from the payment of any sums of money owed by the Affiliate to S.L.I.C.E. or the Advertiser; and provided further, however, that if a Party suffering a Force Majeure Event is unable to cure that event within thirty (30) days, the other Party may terminate this Agreement with immediate effect. This Agreement shall be construed and interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no presumption or inference against the Party drafting this Agreement in construing or interpreting the provisions hereof.
This Agreement shall be governed by the laws of New Zealand. The courts of New Zealand shall have exclusive jurisdiction of any contractual or non-contractual matters arising out of or in connection with this Agreement.
This Agreement (including the Offers Page) shall constitute the entire agreement between the Parties with respect to the subject matter herein and all prior agreements, representations, and statements with respect to such subject matter are superseded hereby.
No failure of either Party to exercise or enforce any rights under this Agreement shall act as a waiver of subsequent breaches. In the event any provision of this Agreement is for any reason held invalid, illegal or unenforceable, the Parties will begin negotiations for a replacement provision and the remaining provisions of this Agreement will be unimpaired.
If there is a conflict between the terms and conditions of this document and the Offers Page, the Offers Page shall prevail.
S.L.I.C.E. reserves the right to change the terms and conditions or functionality of S.L.I.C.E. at any time without notice. We will endeavour at all times to ensure You have been notified when changes have been made to this Agreement. It is also agreed that after notification of Agreement changes, continued use of the S.L.I.C.E. Platform by You constitutes Your acceptance of this Agreement. If You do not agree with changes to our Agreement, You should cease promotion immediately and close Your account.
Version 2.0 – Dated 31 January 2020
