Terms of Service
An essential part to collaborating with us is understanding the terms and conditions.
Here are a few tips to ensure you are compliant with our guidelines;
- Tip #1 You are not working with any existing Noon/SIVVI/Namshi partner.
- Tip #2 You are not promoting your code on affiliate channels
- Participation in campaigns for other business units is exclusively facilitated through cheesecake.
To know more about our program agreement, you can read the T&Cs we share when you get started with us:
Welcome to noon’s website for micro-influencers (the “Micro-Influencer App”), where you can manage your
affiliate marketing relationship with the relevant noon entities as set forth in Schedule 1 (“noon” or “us”
or similar terms).
Any person or entity that participates or attempts to participate in our Micro-Influencer program (the
“Micro-Influencer Program” and such person or entity, “you”, or an “Influencer”) must accept this Micro
Influencer Program Agreement (this “Agreement”) without change. By registering for or using the
Micro-Influencer App, you agree to this Agreement, including related policies (defined in Section 12), which
are incorporated by reference. Please read them carefully.
1. Description of Program
The Micro-Influencer Program permits you to monetize your website, social media user-generated content, or
online software application (referred to here as your “Site"), by placing on your Site links to a noon Site in
Schedule 1 or, if applicable for the location, any other site which is included in the (each a “noon Site").
2. Micro-Influencer Program Compliance Requirements
You must comply with this Agreement to participate in the Micro-Influencer Program and receive commission
income. You must promptly provide us with any information that we request to verify your compliance with this
Agreement.
If you violate this Agreement, or if you violate terms and conditions of any other applicable noon marketing
agreement, then, in addition to any other rights or remedies available to us, we reserve the right to
permanently (to the extent permitted by applicable law) cease payment of (and you agree you will not be
eligible
to receive) any and all commission income otherwise payable to you under this Agreement, whether or not
directly
related to such violation without notice and without prejudice to any right of noon to recover damages in
excess
of this amount.
3. noon Customers
Our customers are not, by virtue of your participation in the Micro-Influencer Program, your customers. 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 noon Site will apply to those customers and may be
changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by
any of our customers for a matter relating to interaction with a noon Site, you will state that those customers
must follow contact directions on that noon Site to address customer service issues.
4. Warranties
You represent, warrant, and covenant that (a) you will participate in the Micro-Influencer Program and create,
maintain, and operate your Site in accordance with this Agreement, (b) neither your participation in the
Micro-Influencer Program nor your creation, maintenance, or operation of your Site will violate any applicable
laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry
standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that
has jurisdiction over you (including all such rules governing communications, data protection, advertising, and
marketing), (c) you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally
prevented from contracting), (d) you have independently evaluated the desirability of participating in the
Micro-Influencer Program and are not relying on any representation, guarantee, or statement other than as
expressly set forth in this Agreement, and (g) the information you provide in connection with the
Micro-Influencer Program is accurate and complete at all times. You can update your information by logging into
your account on the Micro-Influencer App and selecting “Account Settings," or get in touch with your assigned
point of contact if you are unable to edit your account details.
We do not make any representation, warranty, or covenant regarding the amount of traffic or commission
income
you can expect at any time in connection with the Micro-Influencer Program, and we will not be liable for
any
actions you undertake based on your expectations.
5. Identifying Yourself as a Micro-Influencer
Except for any disclosures required by applicable law, you will not make any public communication with respect
to this Agreement or your participation in the Micro-Influencer Program without our advance written permission.
You will not misrepresent or embellish our relationship with you (including by expressing or implying that we
support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or
entity except as expressly permitted by this Agreement.
6. Eligibility and Participation Requirements
In order to participate in the Micro-Influencer Program, you must be at least eighteen years old, and meet the
onboarding conditions (“Onboarding Conditions”) in Schedule 3.
7. Payment
We will pay a commission (“Commission”) to you on all purchases made using the individual code provided to you.
Commission is calculated as per this Appendix below minus all returns made on previously qualifying orders. You
must maintain an average order value (“AOV”) of AED/SAR 200 per order. If your average order value for a
particular month is less than AED/SAR 200, 10% of the payout total will be deducted prior to payment.
All payments happen via bank transfers. You just need to share your Account number, beneficiary name, bank name,
bank city, bank branch, IBAN and swift code with us via the Micro-Influencer App, and payment will be made on a
monthly basis. You must have a minimum of 50 orders for the current month in order to get a payment. If you have
less than 50 orders, your payments will be accrued and transferred to you at the end of the month that you
cumulatively reach 50 orders and 100 AED/SAR.
Payment shall be made via a third party partner. You consent to having your personal details including name
and
account number shared with the third party for the purposes of receiving Commission payment. Any and all
information disclosed shall be shared in compliance with noon’s privacy policy at
https://www.noon.com/uae-en/privacy-policy/. You may be required to enter into an agreement directly with
the
third party. You acknowledge and agree that whatever contractual requirements necessary must be fulfilled
prior
to payment.
8. Trademark and IP License
These Guidelines apply to the use of the marks we may make available to you as part of Program Content (“Noon
Marks”). Strict compliance with these Guidelines is required at all times, and any use of the Noon Marks in
violation of these Guidelines will automatically terminate any license related to your use of the Noon Marks.
We grant you a limited right to use the Noon Marks for the purpose of advertising the Products.
Your use of the Noon Marks must (i) comply with the most up-to-date version of this Agreement.
You may use the Noon Marks solely for the purpose specifically authorized under the Program Documents. You may
not use or display the Marks (i) in any manner that implies sponsorship or endorsement by us; (ii) to disparage
us, our products or services; (iii) in a way that may, at our discretion, diminish or otherwise damage our
goodwill in the Noon Marks; or (iv) in offline material or email (e.g., in any printed material, mailing, SMS,
MMS, attachment to email, or other document, or any oral solicitation).
We will supply an image or images of the Noon Marks for you to use. You may not alter any Noon Mark in any
manner. For example, you cannot change the proportion, color, or font of any Noon Mark, or add or remove any
elements from any Noon Mark.
Each Noon Mark must appear by itself, in its entirety, with reasonable spacing between each side of the Noon
Mark and other visual, graphic, or textual elements. Under no circumstance can any Noon Mark be placed on
any
background that interferes with the readability or display of that Noon Mark.
All rights to the Noon Marks are our exclusive property, and all goodwill generated through your use of any
Noon
Mark will inure to our exclusive benefit. You will not take any action that conflicts with our rights in, or
ownership of, any Noon Mark.
You cannot display or otherwise use any trademark of any third party seller or vendor on Noon Site, unless
you
have obtained from that seller or vendor specific written authorization to do so.
You cannot use or apply to register any trademark that is confusingly similar to any Noon Mark in any
jurisdiction. You cannot use or apply to register any trademark, domain name, subdomain, username or app
name
that is confusingly similar to any Noon Mark in any jurisdiction.
We reserve the right to modify this Section 8 and the approved Noon Marks, at any time and in our sole
discretion, by posting a change notice or revised Agreement or approved Noon Marks on the Micro-Influencer
App.
We reserve the right to take appropriate action against any use without permission or any use that does not
conform to this Agreement, at any time and in our sole discretion.
Term and Termination
The term of this Agreement will begin upon your registration for or use of the Micro-Influencer App. Either you
or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the
courts, if permitted under applicable law), by giving the other party
A three (3) day written notice of termination In addition, we may terminate this Agreement or suspend your
account immediately upon written notice to you for any of the following: (a) you are in material breach of
this
Agreement, (b) you otherwise fail to cure within 2 days of our notice to you regarding any other breach of
this
Agreement (including any Program Policy); (c) we believe that we may face potential claims or liability in
connection with your participation in the Micro-Influencer Program; (d) we believe that our brand or
reputation
may be tarnished by you or in connection with your participation in the Micro-Influencer Program; (e) your
participation in the Micro-Influencer Program has been used for deceptive, fraudulent or illegal activity;
(f)
we believe that we are or may become subject to tax collection requirements in connection with this
Agreement or
the activities performed by either party under this Agreement; (g) we have previously terminated this
Agreement
(or suspended your account) with respect to you or other persons that we determine are affiliated with you
or
acting in concert with you for any reason, or (h) we have terminated the Micro-Influencer Program as we
generally make it available to participants. For the avoidance of doubt and without limitation for purposes
of
the foregoing subsection (a) any violation of Section 5 and as specified in the Program Policies will be
deemed
a material breach of this Agreement.
We may hold accrued unpaid commission income for a reasonable period of time following termination to ensure
that the correct amount is paid (for example, to account for any cancellations or returns).
Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished,
including any and all licenses granted in connection with this Agreement, except that the rights and
obligations
of the parties under Sections 3, 4, 5, 6, 7, 8, 10, and 11 of this Agreement and as specified in the Program
Policies, together with any payable but unpaid payment obligations under this Agreement, will survive the
termination of this Agreement. No termination of this Agreement will relieve either party for any liability
for
any breach of, or liability accruing under, this Agreement prior to termination.
7. Disclaimers
The micro-influencer program, the noon site, any products and services offered on the noon site, any special
links, link formats, content, the product advertising api, data feed, product advertising content, our and our
affiliates’ domain names, trademarks and logos (including the noon marks), and all technology, software,
functions, materials, data, images, text, and other intellectual property rights, information and content
provided or used by or on behalf of us or our affiliates or licensors in connection with the micro-influencer
program (collectively the “service offerings”) are provided “as is” and “as available”. 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. We and our affiliates and licensors disclaim all
warranties with respect to the service offerings, including any implied warranties of title, merchantability,
satisfactory quality, fitness for a particular purpose, or non-infringement and any warranties arising out of
any law, custom, 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. 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, viruses, malicious software, 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 service offerings will
create any warranty not expressly stated in this agreement. Further, neither we nor any of our affiliates or
licensors will be responsible for any compensation, reimbursement, or damages arising in connection with (x) any
loss of prospective profits or revenue, anticipated sales, goodwill, or other benefits, (y) any investments,
expenditures, or commitments by you in connection with your participation in the micro-influencer program, or
(z) any termination or suspension of your participation in the micro-influencer program. Nothing in this section
7 will operate to exclude or limit warranties, liabilities, or representations that cannot be excluded or
limited under applicable law.
8. Limitations on Liability
Neither we nor any of our affiliates or licensors will be liable for indirect, incidental, special,
consequential, exemplary damages, or any loss of revenue, profits, goodwill, use, or data arising in connection
with the service offerings, even if we have been advised of the possibility of those damages. Further, our
aggregate liability arising in connection with the service offerings will not exceed the total commission income
paid or payable to you under this agreement in the twelve months immediately preceding the date on which the
event giving rise to the most recent claim of liability occurred. You hereby waive any right or remedy in
equity, including the right to seek specific performance, injunctive or other equitable relief in connection
with this agreement. Nothing in this paragraph will operate to limit liabilities that cannot be limited under
applicable law.
9. Indemnification
To the maximum extent permitted by applicable law, we will have no liability for any matter directly or
indirectly relating to the creation, maintenance, or operation of your site (including your use of any service
offering) or your violation of this agreement, and you agree to defend, indemnify, and hold us, our affiliates
and licensors, and our and their respective employees, officers, directors, and representatives, harmless from
and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating
to (a) your site or any materials that appear on your site, including the combination of your site or those
materials with other applications, content, or processes, (b) the use, development, design, manufacture,
production, advertising, promotion, or marketing of your site or any materials that appear on or within your
site, (c) your use of any service offering, whether or not such use is authorized by or violates this agreement
or applicable law, (d) your violation of any term or condition of this agreement (including any program policy),
(e) your taxes and duties or the collection, payment, or failure to collect or pay your taxes or duties, or the
failure to meet tax registration obligations or duties, or (f) your or your employees' or contractors’
negligence or willful misconduct. We or our nominee may take legal action and perform any procedural act on
behalf of any noon party, including through special mandate, to exercise or defend a legal claim or for the
protection of rights, including for the purpose of enforcing this section.
10. Governing Law and Disputes
Any dispute relating in any way to the Micro-Influencer Program or this Agreement (including any actual or
alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any
of our affiliates will be subject to the governing law and disputes provision for the applicable noon Site set
forth on Schedule 2.
11. Additional Provisions
We may send you emails relating to the Micro-Influencer Program from time to time. In addition we may (a)
monitor, record, use, and disclose information about your Site and users of your Site that we obtain in
connection with your display of Special Links and Program Content (for example, that a particular noon customer
clicked through a Special Link from your Site before buying a product on the noon Site),(b) review, monitor,
crawl, and otherwise investigate your Site to verify compliance with this Agreement, and (c) use, reproduce,
distribute, and display your logo and implementation of Program Content displayed on your Site as examples of
best practices in our educational materials. For information on how we process personal information, please
visit https://www.noon.com/uae-en/privacy-policy/.
You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit
traffic on terms that may differ from those contained in this Agreement, (b) we and our affiliates may at
any
time (directly or indirectly) operate sites or applications that are similar to or compete with your Site,
(c)
our failure to enforce your strict performance of any provision of this Agreement will not constitute a
waiver
of our right to subsequently enforce such provision or any other provision of this Agreement, and (d) 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 Agreement can be made, taken, or given in our sole discretion and are only
effective if provided in writing by our authorized representative.
You may not assign this Agreement, by operation of law or otherwise, without our express prior written
approval.
Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable
against the parties and their respective successors and assigns.
This Agreement incorporates, and you agree to comply with, the most up-to-date version of all policies,
appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement and any
other
policies that apply to tools, subprograms, and features made available to you under the Micro-Influencer
Program
(“Program Policies”), including any updates of the Program Policies from time to time. In the event of any
conflict between this Agreement and any Program Policy, this Agreement will control. This Agreement
(including
the Program Policies) is the entire agreement between you and us regarding the Micro-Influencer Program and
supersedes all prior agreements and discussions.
Whenever used in this Agreement, the terms “include(s)", “including”, and “for example” are used and
intended
without limitation.
Any information relating to noon or any of its affiliates that we provide or make accessible to you in
connection with the Micro-Influencer Program that is not known to the general public or that reasonably
should
be considered to be confidential is noon’s “Confidential Information” and will remain noon’s exclusive
property.
You will use Confidential Information only to the extent reasonably necessary for your performance under
this
Agreement and ensure that all persons or entities who have access to Confidential Information in connection
with
your account will be made aware of and will comply with the obligations in this provision. You will not
disclose
Confidential Information to any third party (other than your affiliates bound by confidentiality
obligations)
and you will take all reasonable measures to protect the Confidential Information against any use or
disclosure
that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any
confidentiality or non-disclosure agreement between the parties and will apply for the term of the Agreement
and
5 years after termination.
You and we are independent contractors, and nothing in this Agreement 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. If you authorize, assist, encourage, or facilitate another person or entity to take any
action related to the subject matter of this Agreement, you will be deemed to have taken the action
yourself.
Notwithstanding anything to the contrary herein, nothing in this Agreement will, or will be interpreted or
construed to, induce or require any party hereto to act in any manner (including taking or failing to take
any
actions in connection with a transaction) which is inconsistent with or penalized under any U.S. laws,
regulations, rules or requirements that apply to any party to this Agreement.
12. Modification
We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in
our sole discretion by posting a change notice, revised Agreement, or revised Program Policy on the
Micro-Influencer App or by sending notice of such modification to you by email to the primary email address
then-currently associated with your Micro-Influencer account. The effective date of such change will be the date
specified, which other than increased Standard Commission Income and Special Commission Income will be no less
than two business days from the date the notice is provided.
YOUR CONTINUED PARTICIPATION IN THE
Micro-Influencer Program FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE
MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT
IN
ACCORDANCE WITH SECTION 6