Terms and Conditions of the Public Offer
Date of last version: June 1, 2020BEFOREREGISTERING ON THE WEBSITE, YOU MUST READ THESE TERMS AND CONDITIONS CAREFULLY AND BY USING THE WEBSITE YOU AGREE TO ACCEPT THEM. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICES.
1. REGISTRATION for an Affiliate Program1.1. Affiliate need to register on the Website in order to join our Affiliate Program and to provide only accurate, complete, and up-to-date information. You will first be asked to submit an Affiliate Application. The Affiliate Application may be found via link on the Company’s Website. Eachtime to access and use the Services via the Website, you shall be required to login by using your username and password as provided with your registration. 1.2. Affiliate must enter all mandatory information in an application form, namely, to confirm identity, specify the address andcontact information, including a valid email address and place of residence/registration; all of this information must be correct and valid. Affiliate is solely responsible for the accuracy, completeness and correctness of the information provided, and thus confirms and assures Company that the information provided by Affiliate is true, complete and correct. 1.3. Submitting an Affiliate application does not guarantee inclusion in the Affiliate Program. We evaluate each and every application and are the sole and exclusive decision-makers on Affiliate acceptance. Company reserves the right to refuse in cooperation to any of Affiliate without assigning any reasons. If you do not hear from us within a reasonable time frame, please consider your application rejected. We are not obligated to provide you any explanation for your rejection, but please be advised we may reject applicants for any reason or manner, including but not limited to a website or social media page which violates our Terms. 1.4. If your Affiliate Application is rejected, you may not reapply. If your Affiliate Application is accepted, each of the terms and conditions in this Terms apply to your participation. We may also ask for additional information to complete your Affiliate Application or for you to undertake additional steps to ensure eligibility in the Affiliate Program. 1.5. Affiliate takes full responsibility for the safety of personal data which permits entering the system (login and password). Company is not responsible for the loss of personal data. 1.6. Affiliate does not have to report to Company’s employees or representatives or any third party any login data in order to log into Affiliates Account. Company shall not be liable for whatsoever incorrect use or misuse of Affiliate’s account on the Affiliate Program by third parties as a result of disclosure of data for the login intentionally or accidentally, actively or passively to any third party by the Affiliate.
2. REFERRAL tracking2.1. Company will provide the Affiliate with specific Referral Links to link advertisements and other marketing content to Website. Website will track Clients who have visited these Referral Links using cookies which expire after Accounting period. Only Clients who make a purchase while the cookie is active will be considered referrals of the Affiliate and recorded as such in the Affiliate Account. Affiliate Program works on the “Last Click Wins” basis. 2.2. The Affiliate is not authorized to modify or alter the Referral Links or the cookies in any way. Website is not responsible for any tracking or reporting errors that may result from any modifications to the Referral Link or the cookies.
3. AFFILIATE REPRESENTATIONS and warranties3.1. The Affiliate warrants and represents that its actions and its participation in the Affiliate Program is in compliance with all applicable laws, rules, regulations, and any requirements of governmental authority at all times. 3.2. Affiliate shall not be, or purport to be, authorized to legally represent Company or to conduct negotiations on behalf of the Company. Affiliate shall not have the authority to make any commitments or agreements or incur any liabilities whatsoever on behalf of the Company, nor shall Company be liable for any acts, omissions to act, contracts, commitments, promises or representations made by Affiliate. 3.3. Affiliate shall not use any trademarks, names or other identifiers owned or used by the Affiliate Program, except that Affiliate may refer to the Affiliate Program to the extent necessary for the Services rendering in accordance with this Terms. 3.4. Affiliate shall conduct all of its business in accordance with the highest business standards, acting dutifully, in good faith and in compliance with all applicable laws, and not perform any act, which would or might reflect adversely upon the services or the business, integrity or goodwill of the Company. 3.5. Affiliate represent and warrant that it: (i) are 18 years old or older; (ii) properly comply with all of its obligations as set forth in these Terms; (iii) are fully and exclusively responsible for any use of the Affiliate Account; (iv) have the right to represent the legal entity on behalf of which it participates Affiliate Program and commit to payments on its behalf; (v) will pay any and all taxes related to its use of the Services; 3.6. Affiliate represent that all information and data uploaded by it or retrieved, processed by the Website on its behalf shall not contain any material (a) protected by copyright, trademark, trade secret, patent or any other intellectual property right without authorization, or (b) that is defamatory, trade libelous, unlawfully threatening or harassing, pornographic, obscene or harmful to minors, racist, vulgar, abusive, promoting hatred, discriminating or displaying prejudice based on religion, ethnic heritage, race, sexual orientation or age, or (c) that violates any law or regulation,including without limitation,the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising, or (d) that contains any viruses, worms or any other software intended to damage or alter a computer system or data.
4. PROMOTIONAL MATERIALS, traffic and its sources4.1. Affiliate Program provides its Affiliates with graphic materials, but does not supplyany text materials. Affiliates are free to use the information available on the Project’s website; such information must be used only in edited and modified form. Copying information from Project’s website "as is" will cause the termination of cooperation with the Affiliate. 4.2. The Affiliate agrees and shall procure that the Promotional Materials provided by the Affiliate Program or Affiliate shall comply with the requirements of the applicable advertising-related laws including the requirements to the content, appearance of the advertisement and the advertisement of the specific goods and the requirements by the Affiliate Program. 4.3. Affiliates are strictly prohibited to use Promotional Materials (text, graphics, video, and layout elements) of the original Projects to promote their unlicensed projects and violate copyrights. 4.4. Company can demand the replacement of outdated links, logos, screenshots, and other Promotional Materials, and postpone a payout in the situation of Affiliate's refusal to replace them for an indefinite period until the requirements have been met. 4.5. Company has the right to request information about the sources of the Affiliate’s traffic at any time. If the Affiliate refuses and does not provide information about the Affiliate’s advertising sources for the Project, Company reserves the right to stop payouts to the Affiliate. 4.6. Depending on the type of traffic source, Affiliate is required to provide certain information:
- for websites, Affiliate needs to specify an URL (or an alternative path to the domain);
- for media/arbitrary traffic – an example of an advertisement and a screenshot of the advertising cabinet;
- for email mail-outs – Affiliate must add email address: email@example.com to the mailing list;
- for social media channels or for streaming on mobile apps – correct links to them.
5. AFFILIATE Earnings and PAYMENTS terms5.1. Affiliate Earnings hereunder depend on the remuneration model (Revenue Share, Hybrid Remuneration Models, CPA, etc.) applicable to theagreed Project, advertising format,quality of traffic, Clients’ location, as well as other factors that can be taken into consideration. The Parties shall separately agree the advertising format (placing in Top Rating, banner, branding, ClickUnder, Vast, etc.), scope, as well as the remuneration model and commission program. 5.2. Affiliate Program limits the use of branded traffic on the Affiliate Program Projects. Branded traffic is the traffic generated by search queries containing the name of the Affiliate Program Projects in various spellings, including mistype and typosquatting. If Affiliate desires to acquire branded traffic, Affiliate is obliged to contact the Affiliate Program support first and agree on conditions. 5.3. Affiliate acknowledges and agrees that payouts shall be made based on the Affiliate Program Internal System showing the statistics of the attracted Clients and their performance (in case of post payment) or estimated amount of Clients (in case of prepayment (flat fee). The information, calculations and statistics displayed on the Affiliate Program Internal System are theonly sourcefordetermining the Earnings of Affiliate. When calculating the volume and cost of Services provided by Affiliate, Company and Affiliate agree to proceed on the basis of the data provided by the Affiliate Program. Affiliate Program calculations and statistics data is final and non-negotiable. 5.4. Affiliate Program reserves the right to refuse payout of Earnings in the following cases: - if Affiliate engages fake of fraudulent Clients (for example, Clients with multiple accounts);
- if the Affiliate Program’s administration notices uncommon or atypical behavior of the Client (for
example, unusually large percentage of Clients who do not return to the Project after completing qualification for one commission program model), in such case the Earnings of the Affiliate will be recalculated according to the terms of the other commission program model, as will be reflected in the Affiliate’s account. 5.5. The Affiliate’s Earnings for the past Accounting Period are transferred to the first day of the following Accounting Period. 5.6. Payout method is chosen by the Affiliate after successful completion of registration on the Affiliate Program’s website and confirmation of Affiliate’s email. Payouts are made only through the supported payment method options offered on the Affiliate Program’s website. If the Affiliate wants to change the payout method, Affiliate must contact the Administration of the Affiliate Program via Support available on the Affiliate Program’s website. Administration of the Affiliate Program must make sure that payout method change is requested by the Affiliate and request confirmation of payout method change via the registered Affiliate email. 5.7. Minimum payout amount from the Affiliate’s account is USD 20. If the payout is made by bank wire transfer minimum payout amount is USD 2000. 5.8. All the payments under Affiliate Program will be made in equivalent in EUR. 5.9. All payment details terms are indicated in the issued invoice by Affiliate. 5.10. Company is obliged to payout Earnings to the Affiliate as long as Affiliate dutifully fulfils its obligations and does not cause financial or reputational harm to the Affiliate Program or Projects.
7. TERMINATION7.1. Each Party may terminate collaboration with the other party for any or no reason upon written notice to the other party 30 (thirty) days prior to the desired termination date. In such case the collaboration will be deemed terminated only after carrying out complete and final reciprocal payouts and the settlement of all the disputes arising from the Terms. Neither party shall have any expectations as to the minimum term of its collaboration. 7.2. The Company may terminate collaboration with Affiliate effective immediately in the following cases: - in the event of any violation of this Terms provisions by the Affiliate;
- if the Affiliate becomes insolvent, makes any assignment for the benefit of creditors, goes to liquidation
or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise, or seeks the protection of, or has a proceeding instituted against it, under the bankruptcy code or any similar statute. 7.3. Upon termination Affiliate shall have no rights or claims against the Company in connection with termination, expiration or non-renewal of its collaboration in Affiliate program; in particular, without any limitation, Affiliate hereby irrevocably waives any rights to severance or compensation for lost opportunities or investments to the maximum extent permissible under applicable law.
9. RESTRICTIONS9.1. Affiliate is strictly prohibited: - from opening and using personal accounts on any of the Affiliate Program Project websites under Affiliate’s own referral link. In case of infringement of this provision both Affiliate’s Affiliate Program account and account opened on Project’s website will be blocked and deleted along with the confiscation of funds on both accounts; - to transfer or sell an Affiliate account to third party without the prior consent of the Company;
- to use Promotional Materials (text, graphics, video, and layout elements) of the original Projects to
promote their unlicensed projects and violate any copyrights. In case ofviolation Affiliate's account can be closed without warning. 9.2. If any information Affiliate provides is false, inaccurate, misleading, and/or otherwise incomplete, Affiliate violates the Terms, and the Affiliate Program reserves the right to close Affiliate’s Affiliate Program account immediately and/or to refuse Affiliate further cooperation with the Company. 9.3. Company reservesthe right to block an Affiliate's account for public slander towards the Affiliate administration and/or Project administration. 9.4. Affiliate Program has the right to demand correct information in the reviews of the Project on the Affiliate's websites. In case of indications of false information, which differs from the data on the Projects' websites, Company reserves the right to suspend cooperation with Affiliate. 9.5. If the Affiliate Program or Project’s administration has a reason to believe that an Affiliate is violating Terms, Affiliate’s account can be closed and payouts can be stopped for an indefinite period until the circumstances of violation are clarified. If during investigation the violation has been confirmed, the Affiliate Program reserves the right to refuse any further payouts of Earnings to the Affiliate. 9.6. If the Affiliate Program’s conducted investigation shows no violation, the Affiliate Program makes a decision to dismiss a violation of the Terms. In such case, Affiliate can request a payout by coordinating the terms of such payout with the Affiliate Program Support.
10. LIMITATION OF LIABILITY10.1. The Affiliate Program is provided on an "as is" and "as available" basis and the use of the Affiliate Program is at the Affiliate's own risk. Company makes no representations or warranties, either expressed or implied, with respect to the Affiliate Program, or any service or information provided through the Affiliate Program. 10.2. Company is not responsible for any damages, injury or economic loss arising from the use of Affiliate Program. Should any part of the Affiliate Program cause damage or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes responsibility and the entire cost for them. 10.3. The Affiliate will indemnify and hold harmless Company, its directors, officers, employees, agents, subsidiaries, and third parties from and against any losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable related expenses, legal fees, costs of investigation) arising out of or relating to the Affiliate's use of the Affiliate Program.
11. FORCE MAJEURE11.1. Neither Party will be liable for any losses arising out of the delay or interruption of its performance of obligations under the Agreement due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions of a third party or any other occurrences, which are beyond the Affiliate Programs of Affiliates’ reasonable control.
12. MISCELLANEOUS12.1. Any dispute arising out of or in connection with this Terms (“Dispute”) will be governed as to all matters,including, but not limited to the validity, construction and performance of this Terms, by and under the laws of the Province of Alberta, Canada. 12.2. In case a Dispute arises, the Affiliate Program will consider Affiliate's arguments and approach, in order to promote solving of the problem in the most open-minded and honest way regarding the interests of both parties. Decisions made by the Company are always final and non-negotiable. 12.3. Company and the Affiliate are independentcontractors. Nothing in this Terms will create any partnership, employment, representative, agency, or joint venture relationship between the parties. The Affiliate has no authority to act on Company’s behalf.
13. SPAM POLICY13.1. Affiliate are strictly prohibited from using the Affiliate Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails to lists, groups or contacts that you do not have permission to send to.
14. SUB AFFILIATES ATTRACTION 14.1. Company’s Affiliate Program permits the Affiliates to earn not only by attracting Clients to Projects, but also by attracting new Sub affiliates. Company pays the Affiliate 5% from all Earnings of the new Sub affiliates they had attracted. 14.2. Projects are not meant to attract children or adolescents. Affiliate Program takes certain measures to block underage persons from registering with the Projects. Therefore, we shall reject Affiliate’s application if we determine, at our sole discretion, that any of Affiliate’s websites are designed to appeal to minors and, as such, are not suitable for the Affiliate Program.