Terms & Conditions

Affiliate Operating Agreement

This Affiliate Operating Agreement contains the terms and conditions that govern your participation in the Cave Affiliate Program. “We,” “us,” or “our” means concaveafrica.com and Partner Website. “You” or “your” means the applicant. A “site” means a website. “Partner Site” means the e-commerce/retail partner using the Cave Affiliate tracking software. "Advertising Fees" means commissions earned for a successful and verified sale of product on the Concave by a customer using your referral link.

 

BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS OPERATING AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON CONCAVEAFRICA.COM , YOU AGREE :

  • TO BE BOUND BY THIS OPERATING AGREEMENT.
  • ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT.
  • HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT. IN ADDITION, IF THIS OPERATING AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT.

SECTION 1 - DESCRIPTION OF THE PROGRAM 

The purpose of the Cave Affiliates is to permit you to advertise products on your preferred media outlets and to earn advertising fees OR commissions for qualifying purchases (defined in Section 6) made by your end users. A “Product” is any item sold on concaveafrica.com that are explicitly defined as qualifying products. In order to facilitate your advertisement of products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than concaveafrica.com.

SECTION 2 - ENROLLMENT

To begin the enrollment process, you must submit a complete and accurate program application. We will evaluate your application and notify you of its acceptance or rejection. We may revoke your application if we determine that conduct unsuitable, such as :

  • Promoting discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age.
  • Promoting or undertaking in illegal promotion methods.
  • Including any trademark of Concave Africa, its Partner Sites or its affiliates, or a variant or misspelling of a trademark of Concave Africa, its Partner Sites or its affiliates, in any domain name, subdomain name, or in any username, group name, or other identifier on any social networking site.
  • Violation of intellectual property rights.
If we reject your application, you are welcome to reapply at any time. However, if we accept your application and we later determine that you conduct yourself in an unsuitable manor, we may terminate this Operating Agreement at any time in our sole discretion.
You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Operating Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

SECTION 3 - PRODUCT LINKS

After you have been notified that you have been accepted into the program, you may get a special link from the marketing tools section of the cave affiliate dashboard. You may earn advertising fees only as described in Section 6 and only with respect to activity on the Concave website occurring directly through Product Links. We will have no obligation to pay you advertising fees if you fail to properly get product links, including to the extent that such failure may result in any reduction of advertising fee amounts that would otherwise be paid to you under this Operating Agreement.

SECTION 4 - PROGRAM REQUIREMENTS

By participating in the Program, you agree that you will comply with the Cave Affiliate Program participation requirements and all pages, schedules, policies, guidelines, and other documents and materials referenced in this Operating Agreement (collectively, “Operational Documentation”).
    SECTION 5 - ORDER PROCESSING

    We will process product orders placed by customers who follow Product Links to Concave. We will track qualifying purchases (defined in Section 6) for reporting and advertising fee accrual purposes and will make available to you reports summarizing those qualifying purchases.


    SECTION 6 - ADVERTISING FEES

    We will pay you advertising fees on qualifying purchases in accordance with Section 7 and the Cave Affiliate Commissions Schedule. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent advertising fees payable to you under this Operating Agreement. Subject to the exclusions set forth below, a “Qualifying Purchase” occurs when :

    • A customer clicks through a Product Link to Concave.
    • During a single Session that the customer adds a Product to his or her shopping cart and places the order for that Product no later than 89 days following the customer’s initial click-through.
    • The Product is shipped to, and paid for by, the customer.

    A “Session” begins when a customer clicks through a product Link to Concave and ends upon the first to occur of the following :
    • 24 hours elapses from that click.
    • The customer places an order for a Product.
    • The customer follows comes to Concave without the use of your Product Link.

     
    Qualifying purchases exclude, and we will not pay advertising fees on any of the following:

    • Any product that, after expiration of the applicable session, is added to a customer’s Shopping Cart, or is streamed or downloaded by a customer, even if the customer previously followed a Product Link to Concave.

    • Any product purchased through a Product Link by you or on your behalf, including products you purchase through Product Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity).

    • Any product purchased for resale or commercial use of any kind.

    • Any product purchased after termination of this Operating Agreement.

    • Any product order where a cancellation, return, or refund has been initiated.

    • A link to the Concave, including a redirecting link, that is generated or displayed on a search engine in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.

    • Any qualifying purchase wherein you have offered any person or entity any consideration or incentive (including any money, rebate, discount, points, donation to charity or other organization, or other benefit) for using Product Links (e.g., by implementing any “rewards” or loyalty program that incentivizes persons or entities to visit the Concave via your Product Links).


    SECTION 7 - ADVERTISING FEE PAYMENT

    We will pay you advertising fees on a weekly basis (every Friday)  for qualifying purchases shipped, streamed, or downloaded (as applicable) in a given month, subject to any applicable withholding or deduction described below.
    The advertising fee payable to you is inclusive of all taxes including applicable service tax or goods and services tax or other tax or levy that you may be required to remit in connection with such services for which you will raise a valid invoice under applicable law(s) and regulations and report it in the returns within the prescribed time limit so that Concave can take input tax credit of the taxes paid. You undertake to comply with any of the applicable provisions of such law including but not limited to :

    • timely issuance of GST compliant invoices;
    • making the invoices available to Partner Site;
    • depositing applicable taxes on a periodic basis; and
    • correctly reporting them to the government under tax laws.

    If at any time credit of taxes is denied or payment of taxes is sought from concaveafrica.com due to, but not limited to, issuance of a deficient invoice, default in payment of taxes, inappropriate reporting in the returns filed or non-compliance of applicable laws and regulations by you, you shall indemnify Concave against any denied credits or taxes recovered as well as any interest and penalties imposed on Concave. If required by applicable tax law, we may deduct or withhold taxes, levies or any similar amounts from the advertising fees payable to you. If we deduct or withhold taxes from advertising fees payable to you, we will issue to you the relevant withholding tax certificate, if required under the applicable law, evidencing deposit of the taxes with the relevant regulatory authorities.

    SECTION 8 - POLICIES AND PRICING

    Customers who buy products through this Cave Affiliates are customers of the Concave Africa with respect to all activities they undertake in connection with the you as an affiliate. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Cave Affiliates will apply to those customers, and the same may be changed at any time.

    SECTION 9 - IDENTIFYING YOURSELF AS AN ASSOCIATE

    You will not issue any press release or make any other public communication with respect to this Operating Agreement, or your participation in the program. You will not misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Operating Agreement.
     
    SECTION 10 - LIMITED LICENSE

    Subject to the terms of this Operating Agreement and solely for the limited purposes of advertising products on, and directing end users to, concaveafrica.com in connection with the program, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to copy and display the Content solely on your site and in accordance with the Cave Affiliate program trademark guidelines.
    All licenses set forth in this Section 10 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Operating Agreement or any operational documentation, or otherwise upon termination of this Operating Agreement. In addition, we may terminate the license set forth in this Section 10 in whole or in part upon written notice to you.

    AFFILIATES PROGRAM IP LICENSE
    By accepting the Operating Agreement, or by accessing or using the Product Advertising Content (as defined hereinafter), including the proprietary application programming interfaces and other tools (collectively, the “PA API”) that permit you to access and use certain types of data, images, text, and other information and content relating to products which we may make available to you, you agree to be bound by this License.
    Subject to the terms of this license and solely for the limited purposes of participation in the Cave Affliliates program in strict compliance with the Operating Agreement (including this License and the other Operational Documentation), we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to :

    • Copy and display Concave product advertising content.
    • Access and use the PA API, Data Feed, and Product Advertising Content solely in accordance with the Specifications and this License.

    SECTION 11 - RESERVATION OF RIGHTS; SUBMISSIONS

    Other than the limited licenses expressly set forth in Section 10, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Operating Agreement or the License hereunder otherwise, acquire any ownership interest or rights in or to, the program, Product Links, link formats, content, PA API, data feeds, product advertising content, any domain name owned or operated by us, information and materials on concaveafrica.com, our and our affiliates’ trademarks and logos, and any other intellectual property and technology that we provide or use in connection with Cave Affiliates (including any application program interfaces, software development kits, libraries, sample code, and related materials).
    If you provide us or any of our affiliates with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Operating Agreement, any content, or your participation in the program, or if you modify any content in any way, (collectively, “Your Submission”), you hereby irrevocably assign to us all right, title, and interest in and to your submission and grant us (even if you have designated your submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to :

    • Use, reproduce, perform, display, and distribute Your Submission in any manner.
    • Adapt, modify, re-format, and create derivative works of your submission for any purpose.
    • Use and publish your name in the form of a credit in conjunction with your submission (however, we will not have any obligation to do so).
    Sub-license the foregoing rights to any other person or entity. Additionally, you hereby warrant that :
    • Your Submission is your original work, or you obtained your submission in a lawful manner.
    • Our sub-licensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.
    SECTION 12 - COMPLIANCE WITH LAWS

    In connection with your participation in the Cave Affiliates program you will comply with all applicable laws including but not limited to ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you.

    SECTION 13 - TERM AND TERMINATION

    The term of this Operating Agreement will begin upon our acceptance of your program application and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this Operating Agreement, any and all licenses you have with respect to content will automatically terminate and you will immediately stop using the content and concaveafrica.com. We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon any termination of this Operating Agreement, all rights and obligations of the parties will be extinguished, together with any accrued but unpaid payment obligations of us under this Operating Agreement, will survive the termination of this Operating Agreement. No termination of this Operating Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Operating Agreement prior to termination.

    SECTION 14 - MODIFICATION

    We may modify any of the terms and conditions contained in this Operating Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Operational Documentation on the Concave Africa or by sending notice of such modification to you by email to the email address then-currently associated with your Cave Affiliates account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Affiliate program Commissions Schedule, affiliate program participation requirements, payment procedures, and other relevant program requirements.

    IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS OPERATING AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE PARTNER SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

    SECTION 15 - RELATIONSHIP OF PARTIES

    You and we are independent contractors, and nothing in this Operating Agreement or the Operational Documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Operating Agreement, you will be deemed to have taken the action yourself.

    SECTION 16 - LIMITATION OF LIABILITY

    WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE CONCAVE WEBSITE OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, THE CONCAVE AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS OPERATING AGREEMENT ON THE PAYMENT DATE IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

    SECTION 17 - DISCLAIMERS

    THE PROGRAM, CONCVE, ANY PRODUCTS AND SERVICES OFFERED ON THE PARTNER SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, CONCAVEAFRICA.COM DOMAIN NAME AND ITS AFFILIATES’ TRADEMARKS AND LOGOS, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE CONCAVE SITE, OR CAVE AFFILIATES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS OPERATING AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH :

    • ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS.
    • ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
    • ANY TERMINATION OF THIS OPERATING AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
     
    SECTION 18 - GOVERNING LAW AND DISPUTES

    This Operating Agreement will be governed by the laws of the Republic of Kenya, without regard to the principle of conflict of laws. The courts of Kenya will have exclusive jurisdiction over any dispute relating or arising in any way from the matter under the program or this Operating Agreement.
    Notwithstanding anything to the contrary in this Operating Agreement, we may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.

    SECTION 19 -  MISCELLANEOUS

    You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Operating Agreement.. You may not assign this Operating Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Operating Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Operating Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Operating Agreement. Whenever used in this Operating Agreement, the terms “include(s),” “including,” “e.g.,” and “for example” mean, respectively, “include(s), without limitation,” “including, without limitation,” “e.g., without limitation,” and “for example, without limitation.” Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Operating Agreement, may be made, taken, or given in our sole discretion. Any information relating to us or our affiliates provided by us in connection with the Operating Agreement that is not known to the general public is considered ("Confidential Information"). You agree that :

    • All Confidential Information will remain Concave Africa's exclusive property.
    • You will use Confidential Information only as is reasonably necessary for your performance under the Operating Agreement and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision.
    • You will not otherwise disclose Confidential Information to any individual, company, or other third party (other than your affiliates). You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your performance under this Operating Agreement to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and/ or comply with any of their orders, instructions or directions or to fulfill any requirements under applicable laws.
    • You represent and warrant that you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.