Operating Agreement

  1. Read this operating agreement and select the "I Agree" button at the bottom.
  2. Fill out the short application on the following page.
  3. You will receive an e-mail with your login for the Affiliate Centre and you can get started earning money.

This Agreement contains the complete terms and conditions that apply to participate in the Palo Alto Software Ltd Affiliate Programme (the "Programme"). As used in this Agreement, "we" means Palo Alto Software Ltd, and "you" means the applicant. "Site" means a World Wide Web site and, depending on the context, refers either to the Palo Alto Software site or to the site that you will link to our site.

  1. Enrollment in the Programme

    To begin the enrollment process, you will submit a complete Programme Application via our site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Programme. Unsuitable sites include those that:

    • Promote sexually explicit materials.
    • Promote violence.
    • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
    • Promote illegal activities.
    • Violate intellectual property rights.

    If we reject your application, you are welcome to reapply to the Programme at any time.

  2. Links on Your Site

    • Product Lists: You may select one or more of our products to list on your site. For each selected product, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a special link from each product reference on your site to the corresponding Palo Alto Software online catalogue entry. Each link will connect directly to a single item in our online catalogue, using a special link format that we give you.

    • General Link to Palo Alto Software Home Page:You may provide a general link on your site to our home page in a format to be approved by Palo Alto Software. We will provide you with guidelines and artwork to use in linking to our home page.

  3. Order Processing

    We will process product orders placed by customers who follow special links from your site to the Palo Alto Software site. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfilment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase products using special links from your site to our site and you will have access to reports summarising this sales activity. The form and content of the reports may vary at our discretion. To permit accurate tracking, reporting, and fee accrual, you must ensure that the special links between your site and our site are properly formatted.

  4. Referral Fees

    We will pay you referral fees on certain product sales to third parties. For a product sale to generate a referral fee, the customer must: (i) follow a special link (in the format specified by Palo Alto Software) from your site to the Palo Alto Software site; (ii) purchase a Palo Alto Software product using our automated ordering system; (iii) accept delivery of the product; (iv) and remit full payment to us. The Programme is intended for commercial use only; you may not purchase products through the Programme for your own use. Such purchases may result (at our sole discretion) in the withholding of referral fees or the termination of this Agreement. Palo Alto Software reserves the right to specify and to change which products are Qualifying Products for the purposes of the Programme. The current Referral Fee is set at 10% of Palo Alto Software's Net Receipts. Net Receipts shall mean the amount collected by Palo Alto Software in connection with sales of Qualifying Products made through the special link, less shipping costs, taxes, returns, or chargebacks on such Qualifying Products.

  5. Fee Payment

    We will pay you referral fees on a quarterly basis. Approximately 30 days following the end of each calendar quarter, we will credit your account for the referral fees earned on products that were shipped during that quarter, less any taxes that we are required to withhold. However, if the fees payable to you for any calendar quarter are less than £100.00, we will hold those fees until the total amount due is at least £100.00 or (if earlier) until this Agreement is terminated. If a product that generated a referral fee is returned by the customer, we will deduct the corresponding fee from your next quarterly payment. If there is no subsequent payment, we will send you a bill for the fee.

  6. Termination

    Each Party shall be entitled to terminate this Agreement at any time, for any reason, and in their sole discretion. If either party terminates this agreement, they shall provide immediate notice by email or in writing to the other party, specifying the date of the termination. In the event you terminate this Agreement, your enrollment and participation in the Programme will immediately cease, and you will immediately remove all links on your site to the Palo Alto Software online catalogue and to any other Palo Alto Software pages. In the event we terminate this Agreement, we will pay to you, in the regular course of business, all Referral Fees accrued prior to the date of termination but will not be responsible for payment of any other Referral Fees.

  7. Confidentiality

    Each Party shall be entitled to disclose the existence of this Agreement, but agrees that the financial terms of this Agreement (including the amount of the Referral Fees) shall be treated as confidential and shall not be disclosed to any third party; provided, however, that each Party may disclose the financial terms of this Agreement to the extent: (i) required by a court or other governmental authority, or otherwise as required by law; or (ii) on a "need-to-know" basis under an obligation of confidentiality to lawyers, accountants, banks and other financing sources and their advisors; or (iii) in connection with an actual or proposed merger, acquisition or investment involving such Party. To the extent we obtain from you (or third-party customers who visit the Palo Alto Software site), pursuant to and in connection with the Programme, information that falls within the terms of Palo Alto Software's Privacy Statement, we agree to treat such information in accordance with such Privacy Statement.

  8. Restriction on Marketing

    You may not advertise or otherwise promote Palo Alto Software or any of its products through search engine advertising programme of any kind or description, including but not limited to keywords, adwords, pay-per-click, and the like, through any search engine including but not limited to Google, Adwords, Yahoo!, Search Engine Marketing, MSN Paid Search, and the like.