Terms and Conditions of the Public Offer

Definitions

«Company»
shall mean Sinmaks Impex LP, company duly registered in the Province of Alberta, Canada, registration number: LP20653358, registered address: Suite 260, 2323 – 32 Avenue N.E., Calgary, Alberta T2E 6Z3, Canada.
«Project»
shall mean any of the websites, where a Company decides to place, to whom it decides to resell or in relation to which it decides to use the Internet traffic in its possession.
«Internet»
means the global information network, parts of which are logically interrelated by means of the united TCP/IP-based addressing space.
«Affiliate Program»
shall mean the marketing agency, located on the www.sinmaksimpex.com website (“Website”), operated by the Company, specializing in attracting and purchasing Internet traffic for Projects by means of affiliate schemes.
«Affiliate»
shall mean a member of the Affiliate Program - a webmaster (a person or company), accepting this public offer, who is working in the sphere of online promotion, having registered the account in the current affiliate program and has been accepted as an affiliate in accordance with this agreement.
«Client»
shall mean a person that has been brought to the Project by the Affiliate's website through the affiliate link, has registered personal account within the Project’s system and has made a required minimum payment to such account.
«Earnings»
shall mean a commission percentage, all income and/or revenue earned by the Affiliate from the Project income as a result of the payments made by the Clients brought by the Affiliate, as specified in Section 4 of the Public Offer.
«Payout»
shall mean funds transaction from the Affiliate’s account within Affiliate Program to any external payment system, bank or payment facilitator, available and supported by the Company.
«Accounting Period»
shall mean the period of time, allotted for the accumulation and calculation of the Affiliate’s Earnings made through the Affiliate Program. The Accounting period is based on the monthly accounting calendar.
«Promotional Materials»
shall mean the instruments including, but not limited to texts, banners, links etc., used by the Affiliate in order to promote the Project’s services.
«Services»
means a package of services in relation to the sale of Internet traffic for the reservation and placement of Internet advertisements.
«Internal System»
shall mean Affiliate Program electronic database showing statistics of the advertising impressions and ensuring operative monitoring and control over all traffic made by the Affiliate.

General Terms and Conditions of the Affiliate Program

These Terms and Conditions of the Affiliate Program ("Terms") constitute the complete agreement between the Affiliate and the Company with respect to this Website and Services ("Agreement"). These Terms apply to Affiliate’s use of the Website, as well as terms and conditions of participation in the Affiliate Program. An Affiliate must successfully agree and comply with all the provisions of this Agreement prior to this Agreement coming into force and effect. To become an Affiliate in the Affiliate Program, the Affiliate must accept all Terms of the Agreement. The Terms of this Agreement are legally binding and accepted by the Affiliate when the Affiliate has completed the registration process and opened an account on the Affiliate Program Website. By opening an account on Affiliate Program Website Affiliate confirms that he/she has accepted and understood the Terms of this Agreement and Data Protection Policy.

Before proceeding to work with the Affiliate Program, every Affiliate should read and accept the following Terms. If the Affiliate does not agree with any of the provisions set out in the Agreement he/she must immediately leave this website and cannot open an account with the Affiliate Program.

By accepting these Terms and opening an account on Affiliate Program’s Website, Affiliate hereby confirms that he/she is 18 (eighteen) years of age or more.

By opening an account and participating in the Affiliate Program, an Affiliate accepts that the following Terms can be changed from time to time. Company will publish information about the changes in the Terms of the Agreement, as well as the date when new Terms come into force 2 (two) weeks prior to the date when the changes come into force. Affiliate has the responsibility to keep track of all the changes in Terms of the Agreement. If Affiliate does not agree with the new Terms of the Agreement, he/she must immediately terminate the Agreement by submitting a written notice to Company 10 (ten) business days prior to the termination date indicating his/her desire to close the Affiliate account with the Affiliate Program. Such notice must contain a request for final settlements between Company and the Affiliate. After Affiliate’s account is closed no settlements and/or payouts are made, except for the cases mentioned in Article 4.18. of the Agreement.

In order to work with and participate in the Affiliate Program, Affiliate must register an account on Affiliate Program’s Website. The request to open an account on the Affiliate Program is made by completing the online registration form on the Affiliate Program’s Website and ticking the “I understand and agree with the Terms and Conditions of the Public Offer” box. Company reserves the right to refuse to open an account to any potential Affiliate without assigning any reasons. Affiliate must enter all mandatory information in a registration form, namely, to confirm identity, specify the address and contact 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.

As part of the registration process, Affiliate must choose a username and password which grants access to the Affiliate Program system. It is Affiliate’s sole responsibility to ensure the security of the data for the login. Affiliate acknowledges that he/she does not have to report to Company employees or representatives any login data in order to log in the system. 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.

An 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.

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.

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 Agreement.

Affiliate acknowledges that the Company may enter into analogous or similar agreements with other parties.

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.

Affiliate is strictly prohibited to transfer or sell an Affiliate account to third party without the prior consent of the Affiliate Program’s administration.

Affiliate Program works on the “Last Cookie Wins” basis.

Company reserves the right to block an Affiliate's account for public slander towards the Affiliate Program administration and/or Project administration.

Promotional Materials

Affiliate Program provides its Affiliates with graphic materials, but does not supply any 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.

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.

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. In case of violation Affiliate's account can be closed without warning.

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.

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.

Traffic, its sources and limitations

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 payments to the Affiliate.

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: support@sinmaksimpex.com to the mailing list;
  • for social media channels or for streaming on mobile apps – correct links to them.

If the Affiliate provides false information about the source of traffic, Affiliate Program can block an Affiliate's personal account in the Affiliate Program system without paying Affiliate its Earnings.

Affiliate is strictly prohibited from attracting Clients by using spam mail-outs. If the Company comes to know about such violation, Company can block an Affiliate's personal account in the Affiliate Program system without paying Affiliate its Earnings.

Affiliate Program allows Affiliate to distribute Promotional materials to Clients via Affiliate email databases only if the Affiliate can specify the source of distributed data. Texts in the mail-out lists must be taken from a third party and must be agreed upon with the administration of the Affiliate Program in advance.

Affiliate Program Earnings, Account balance and terms of payout

Affiliate Earnings are calculated according to the formula:
Earnings = Client’s payments to the Project – Project’s payments to the Clients – Expenses, related to the Services support – Expenses, related to the relationships with Clients – Banking expenses.

Specific and more detailed formula, as well as commission program, will be reflected in the Affiliate’s account, depending on the agreed amount and quality of traffic, Clients’ location, as well as other factors that can be taken into consideration. If the Affiliate does not agree with the formula reflected in the Affiliate’s account, he/she should inform the Company support team of the wish to close the account at least 10 (ten) business days in advance.

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. In case of deliberate use of standard Earnings formula for branded traffic and concealing such information, Company reserves the right to suspend cooperation with Affiliate.

Affiliate agrees that rates hereunder depend on the total number of attracted Clients and their performance as individually agreed with the Affiliate Program. Affiliate has to select the Commission Program, the type of Promotional Materials (direct link, banner, branding, demo game, ClickUnder, video), the language of the link and the link itself.

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 or estimated amount of Clients for prepayment (flat fee). The information, calculations and statistics displayed on the Affiliate Program Internal System are the only source for determining the rates and 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.

Payment for the Services shall be made on a post payment or prepayment (flat fee) basis. Affiliate Program shall issue reports which will show the statistics and the calculation of the Affiliate’s Earnings.

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 Сlient (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.

The Accounting Period set by the Affiliate Program equals to 1 (one) calendar month.

The Affiliate’s Earnings for the past Accounting Period are transferred to the first day of the following Accounting Period.

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.

Payment details and payment method in Affiliate’s account cannot be changed during the last 3 (three) days prior to the end of Accounting Period up until the last day of payouts.

Negative balance at Affiliate’s account in the current accounting period will not be transferred to the next Accounting Period.

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.

Where currency conversion or exchange is required, it shall be based upon the exchange rate as obtained from the website ‘XE.com’ on the date of closing an Accounting Period.

If the Clients, brought by the Affiliate, have caused serious losses during the Accounting Period (significant Project’s payments to the Clients, surpassing the Clients’ payments to the Project), the Affiliate’s balance for the given Accounting Period will equal to zero.

Affiliate Program has the right to change the statement of the balance of the Affiliate to an amount that the attracted Clients received or lost as a result of fraudulent activity. After detection of Client’s fraudulent activity due to such cause, the Affiliate Program can change Affiliate’s balance at any time for an unlimited period of time.

If the Affiliate Program or Project’s administration has a reason to believe that an Affiliate is violating Terms of the Affiliate Program Agreement, 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.

If the Affiliate Program’s conducted investigation shows no violation, the Affiliate Program makes a decision to dismiss a violation of the Terms of Agreement. In such case, Affiliate can request a payout by coordinating the terms of such payout with the Affiliate Program Support.

Payouts to new Affiliate or Affiliate whose attracted Clients show suspicious activity may be delayed by the administration of the Affiliate Program for an indefinite period that is required for administration of the Affiliate Program to investigate a possible violation.

Affiliate Program is obliged to payout Earnings to the Affiliate as long as Affiliate dutifully fulfils his/her obligations and does not cause financial or reputational harm to the Affiliate Program or Projects.

Termination

The Affiliate Program or Affiliate may terminate this Agreement 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 Agreement will be deemed terminated only after carrying out complete and final reciprocal payments and the settlement of all the disputes arising from the Agreement. Neither party shall have any expectations as to the minimum term of this Agreement.

The Affiliate Program may terminate this Agreement effective immediately in the following cases:

  • in the event of any violation of this Agreement 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.

Upon termination of this Agreement Affiliate shall have no rights or claims against the Affiliate Program in connection with termination, expiration or non-renewal of this Agreement; 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.

Confidentiality and Data protection

Affiliate hereby acknowledges and agrees that the Affiliate Program is entitled to process Affiliate’s personal data in order to provide Affiliate with the access to the Affiliate Program’s website and the possibility to use it, as well as to provide Affiliate with the opportunity to participate in the Affiliate Program and to provide the related services.

Affiliate Program activities are regulated by the law on protection of personal data and the processing of such data must be in accordance with the law. In addition, the Affiliate Program is obliged to protect Affiliate’s personal information and respect Affiliate’s right to privacy in accordance with the best business practices and applicable laws.

If any information Affiliate provides is false, inaccurate, misleading, and/or otherwise incomplete, Affiliate violates the Terms of the Agreement, 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.

Affiliate’s personal data is not disclosed to third parties, unless such a disclosure is necessary to process Affiliate’s requests as, for example, to conduct transactions from Affiliate’s account or if it is required by law. As business partners, suppliers or service providers of the Affiliate Program may be responsible for certain elements in the overall functioning of the Affiliate Program website, Affiliate’s personal data may be transferred to them. Affiliate hereby agrees to the disclosure of data in such cases.

Miscellaneous

The Affiliate Program permits the Affiliate to earn not only by attracting Clients to Projects but also by attracting new affiliates. The Affiliate Program pays the Affiliate 5% (five per cent) commission rate from all Earnings of the new affiliates he/she has attracted.

In accordance with law, persons under the age of 18 (eighteen) are not allowed to register with the Affiliate Program or register on any of the Projects that Affiliate Program collaborates with. 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.

Affiliate represents and warrants that:

  • Affiliate will conduct its business activities in a legal and ethical manner;
  • Affiliate has submitted and will submit complete and truthful information in connection with Affiliate’s application for the Affiliate Program;
  • Affiliate will submit all filings and obtain all approvals that may be necessary for Affiliate to perform obligations under this Agreement;
  • Affiliate will commit no act that would be reflected unfavorably on the Affiliate Program;
  • Affiliate will comply with all applicable local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with Affiliate’s performance of this Agreement, including without limitation, privacy, anti-spam, advertising, copyright, trademark and other intellectual property laws.

This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the Province of Alberta, Canada.

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 sides. Decisions made by the Affiliate Program are always final and non-negotiable.

Affiliate shall indemnify and hold the Affiliate Program harmless from and against any and all third party claims against the Affiliate Program arising out of any act, default, misrepresentation or any omission on Affiliate’s part (including, without limitation, negligence and breach of this Agreement), or any of Affiliate’s agents, employees or representatives, directly or indirectly relating to this Agreement, including without limitation any claims relating to allegations, actions or proceedings for breach of contract or warranty, regulatory or other legal claims.

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 occurrencesб which are beyond the Affiliate Program’s of Affiliates’ reasonable control.

TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE AFFILIATE PROGRAM WILL NOT BE LIABLE FOR ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS, DOWNTIME, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.