You hereby agree to be bound by these Terms and Conditions when using Our Site. If you are not willing to agree to be bound by these terms and conditions you should stop using Our Site immediately.
Definitions and Interpretation
In this Agreement the following terms shall have the following meanings:
“Content” means any text, graphics, images, audio, video, software, data compilations and any other form of information capable of being stored in a computer that appears on or forms part of Our Site.
“Us” / ” We” / ”Our” means Logical Absurdity Limited, which trades as Charm Offensive. Logical Absurdity Limited, T/A Charm Offensive, is registered in England & Wales under company number 10329635. Our registered office address is Charm Offensive, International House, 12 Constance Street, London, E16 2DQ.
“Service” means the services, information, and tools available through Our Site; “System” means the whole infrastructure of Our Site.
“User” / “Users” Means any person or persons or party that accesses Our Site.
“Site” means this website (charm-offensive.co.uk).
Intellectual Property
All Content included on Our Site including, but not limited to, text, graphics, logos, icons, images, sound clips, video clips, data compilations, page layout, underlying code and software is the property of Us.
You may not reproduce, copy, distribute, sell any material on Our Site without first obtaining Our express prior written permission.
Links
Our Site may contain links to other websites. We assume no responsibility or liability for the content of such websites and disclaim liability for any and all forms of loss or damage arising out of the use of them.
Privacy Policy
Use of Our Site is governed by our Privacy Policy and these Terms and Conditions.
Disclaimers
We make no warranty or representation that Our Site will meet your requirements, that it will be of satisfactory quality, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all systems, that it will be secure and that all information provided will be accurate. We make no guarantee of any specific results from the use of Our Service.
No part of Our Site is intended to constitute advice and which can be relied on in contract, tort, or otherwise.
We are not liable in any way to you whatsoever for any errors, malfunctions, or technical problems that may occur with Our Site.
Website and Modifications
We reserve the right to alter, suspend, or discontinue any part (or the whole of) Our Site.
Liability Limitation
We accept no liability for any direct or indirect loss or damage, foreseeable or otherwise, including any indirect, consequential, special, or exemplary damages arising from the use of Our Site or any information contained therein. Use of Our Site is at the user’s discretion, and all users should be aware that they use Our Site and its Content at their own risk.
Previous Terms and Conditions
In the event of any conflict between these Terms and Conditions and any prior versions thereof, the provisions of these Terms and Conditions shall prevail unless it is expressly stated otherwise.
Logical Absurdity Limited reserves the right to vary these terms from time to time. If you choose not to accept updated terms, access to the service will be revoked. The latest version can always be found at https://www.charm-offensive.co.uk/terms-conditions/.
Third Party Rights
Nothing in these Terms and Conditions shall confer any rights upon any third party. The agreement created by these Terms and Conditions is between you and Us.
Notices
All notices and communications shall be sent to us either by post to our Premises (see address above) or by email to Us. We prefer email. Such notice will be deemed received 3 days after posting if sent by first class post, the day of sending if the email is received in full on a business day and on the next business day if the email is sent on a weekend or public holiday. We may from time to time send you information about our products.
Applicable Law and Jurisdiction
These terms and conditions will be governed by and construed in accordance with English law, and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of England and Wales.
These Terms and Conditions relate to Digital Product sales. “Digital Products” refers to templates, eBooks, videos, and online training / learning content, and other digital products we may offer for sale from time to time. These products may be offered for sale directly or as part of a subscription.
By purchasing Digital Products through this site, you are agreeing to these terms and entering into a contract with Logical Absurdity Limited, T/A Charm Offensive, registered in England & Wales under company number 10329635. Our registered office address is Charm Offensive, International House, 12 Constance Street, London, E16 2DQ.
The Country of Merchant Domicile is the United Kingdom. These terms and conditions will be governed by and construed in accordance with English law, and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of England and Wales.
VAT may be chargeable on applicable products if you are based in the EU, and you agree to inform us correctly of your country during registration or purchase.
All opinions expressed in the materials and videos are the presenters’ own and may or may not represent the opinions of Logical Absurdity Limited.
All advice is provided “as is” with no warranties or indemnities as to its appropriateness for your particular situation. Logical Absurdity Limited takes no responsibility for the implementation of any advice, or the outcomes of such implementation.
When you purchase access to the Digital Products you are purchasing a non-transferable, non-exclusive right to access the information. You may not publish or share the Digital Products or your login details with anyone else. If you wish to purchase bulk or company-wide access, please get in touch with us at support@charm-offensive.co.uk.
By purchasing Digital Products or access to a subscription, you agree to Logical Absurdity Limited using your participation in publicity materials and listing your company as a customer on the Charm Offensive website.
Return, refund, and cancellation policy:
We do not offer or issue refunds on Digital Products or subscriptions.
Should you consider your situation to have extenuating circumstances then please get in contact with us and we shall consider your individual request. In the event that we do issue a refund, your access to the Digital Products will be immediately revoked.
Delivery policy: Digital Products bought through the Charm Offensive Store are delivered via www.charm-offensive.co.uk or by email. Videos may be delivered by one of two methods, depending on the mode of purchase; (1) via digital video streaming (using the video player featured on our pages) and / or (2) via download to your personal computer.
Logical Absurdity Limited reserves all other rights.
Logical Absurdity Limited provides no guarantee of the availability of the web server or hosting of the Digital Products. We will make commercially reasonable efforts to provide availability. In the event of continued unavailability, We will make commercially reasonable efforts to make the Digital Products available to download locally or to be accessible at an alternative host.
Prohibited where illegal. You are responsible for any local sales taxes other than EU VAT.
Logical Absurdity Limited reserves the right to vary these terms from time to time. If you choose not to accept updated terms, access to the service will be revoked. The latest version can always be found at https://www.charm-offensive.co.uk/terms-conditions/.
Any Digital Products which are purchased on a subscription basis will be subject to the following:
- “Monthly” subscriptions will be charged each month on the same day as the day of the month when the subscription was first activated.
- “Quarterly” subscriptions will be charged each quarter (every three months) on a calendar month basis.
- “Annual” subscriptions will be charged each year on the same day and month as the day and month as when the subscription was first activated.
Cancellation of subscriptions; you may cancel your subscription(s) at any time by accessing your member area within the Charm Offensive website. We do not offer partial or pro-rated refunds under any circumstances; your subscription and access to the Digital Products will be terminated immediately.
For any customer enquiries, please email support@charm-offensive.co.uk.
Privacy: we take your privacy very seriously. If you opt-in to receive information about related Digital Products from Charm Offensive and Logical Absurdity Limited, we will occasionally email you about that. Other than that, we will only contact you in direct relation to the items you have purchased from us. We will never sell or rent your details. You can read our full privacy policy here.
FOREWORD
Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following affiliate agreement with you in mind, as well as to protect our company’s good name. So please bear with us as we take you through this legal formality.
If you have any questions, please don’t hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email us at affiliates@charm-offensive.co.uk.
Best regards,
Jon
AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND LOGICAL ABSURDITY LIMITED T/A CHARM OFFENSIVE.
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Charm Offensive’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the charm-offensive.co.uk web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Logical Absurdity Limited T/A Charm Offensive, and “you,” “your,” and “yours” refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application at the www.charm-offensive.co.uk server. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights, or to violate the law
2.1.6. Includes “Charm Offensive” or “Logical Absurdity” or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically, or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Charm Offensive or Logical Absurdity Limited or any other affiliated business.
2.2. As a member of Charm Offensive’s Affiliate Program, you will have access to the Affiliate Account Manager. Here you will be able to review our Program’s details, download HTML code (that provides for links to web pages within the Charm Offensive web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate links we provide you with.
2.3. Charm Offensive reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel could enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
3. Charm Offensive Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Charm Offensive Affiliate Program.
3.2. Charm Offensive reserves the right to terminate this Agreement and your participation in the Charm Offensive Affiliate Program immediately and without notice to you should you commit fraud in your use of the Charm Offensive Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, Charm Offensive shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
4. Termination
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
5. Modification
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. If you choose not to accept updated terms, access to the program will be revoked. The latest version can always be found at https://www.charm-offensive.co.uk/terms-conditions/. Modifications may include, but are not limited to, changes in the payment procedures and Charm Offensive’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Charm Offensive’s Affiliate Program following any change or new Agreement on our site will indicate your agreement to the changes.
6. Payment
Charm Offensive handles all of the tracking and payment.
7. Access to Affiliate Account Interface
You will create a password so that you may enter Charm Offensive’s secure affiliate account interface. From our site you will be able to receive your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions Charm Offensive or any of our products or services 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 Charm Offensive. 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 Charm Offensive 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 Charm Offensive so long as the newsgroup specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Charm Offensive. 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 Charm Offensive Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that bid in their Pay-Per-Click campaigns on keywords such as [charm offensive], [charm-offensive], [charmoffensive], [www.charm-offensive.co.uk], [https://www.charmoffensive.co.uk], and / or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and 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 Charm Offensive’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 behaviour.
8.3. 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 Charm Offensive’s products & services).
8.4. Affiliates 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 Charm Offensive’s site (i.e. no page from our site or any Charm Offensive content or branding is visible on the end-user’s screen). As used herein “Parasiteware™” and “Parasitic Marketing” shall mean any 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, Bing, Yahoo, DuckDuckGo, and similar search or directory engines); (c) set commission tracking cookies through loading of Charm Offensive site in iFrames, hidden links, and automatic pop-ups that open Charm Offensive’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.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorise for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Charm Offensive’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Charm Offensive and the goodwill associated therewith will inure to the sole benefit of Charm Offensive.
9.2. Each party agrees not to use the other’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.
10. Disclaimer
CHARM OFFENSIVE MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING CHARM OFFENSIVE SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF CHARM OFFENSIVE ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL CHARM OFFENSIVE’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
13. Indemnification
You hereby agree to indemnify and hold harmless Charm Offensive, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal 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) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary rights of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
14. Confidentiality
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15. Miscellaneous
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Charm Offensive. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Sites or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the England and Wales without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. 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.
15.7. 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.
