Affiliate Program Terms
These Affiliate Program Terms and Conditions are "the Agreement" that defines the terms of participation in the Affiliate Program of MakeMyRoster application delived by UniTec that is called further in this document the "Company" or "We"/"Us"/"Our".
A participant in the MakeMyRoster Affiliate Program is referred in this document to as "Affiliate" or "you".
1.1. This Agreement defines the terms and conditions applicable to the Affiliate's participation in the MakeMyRoster Affiliate Program (the "Affiliate Program"). Please read carefully this document as it represent a legally binding agreement between UniTec (the "Company") and the Affiliate ("you"). You must agree and accept all terms of this agrement to become a MakeMyRoster Affiliate.
1.2. By clicking "I have read, agreed and accepted Affiliate Program Terms and Conditions" you agree to enroll as an Affiliate in the MakeMyRoster Affiliate Program as well as you certify that:
1.2.1. You have carefully read this document and understand it fully;
1.2.2. You agree to respect all terms and conditions of this Agreement which includes without limitation all documents, procedures and policies incorporated in this document by reference together with all possible future changes or additions that will be made to it;
1.2.3. You confirm that you don't have a conflict or a restriction in entering or performing this Agreement and any part of it, which includes obtaining all the applicable approvals that are needed under the applicable law for the performance of this agreement by you.
1.3. In case you violate the terms of this Agreement or any other document referrenced in this Agreeemnt your participation in the Affiliate Program will be immediately terminated without any need to inform you in writing. Such termination will result in loss of all Affiliate Fee payments earned during the violation.
1.4. You agree to participate in the Affiliate Program at your own risk and expense.
2.1. "Affiliate Ads" is an anchor text, coupon, banner, button link, text link or any different graphical or non-graphical content made available to the Affiliate by us that is being used to link from the Affiliate Site to MakeMyRoster website.
2.2. "Affiliate Application" is the application submitted by an Affiliate to participate in MakeMyRoster Affiliate Program.
2.3. "Affiliate Dashboard" is a dedicated online interface that is made available by the Company to participants of its Affiliate Program. By using this interface an Affiliate may monitor the results of his/her participation in the Affiliate Program.
2.4. "Affiliate Fee" or "Fee" is the approved and undisputed amount that is due and payable one time only to an Affiliate for payments made by clients referred by the Affiliate in accordance with Section 8.1 below.
2.5. "Affiliate Referral Fee" is the approved and undisputed amount that is due and payable one time only to an Affiliate for payments made by clients referred by the affiliates that have been referred by the Affiliate in accordance with Section 8.2 below.
2.6. "Affiliate Site" is a webpage that is used, owned or controlled by an Affiliate onto which an Affiliate is putting links to MakeMyRoster website.
2.7. "Banner" is a graphical form of the Tracking Code.
2.8. "Confidential Information" has been defined in Section 13 of this Agreement.
2.9. "Coupon" is a special code containing fixed discount that the Affiliate may share with potential customers to encourage them to become our clients. Such discount code allows us to identify the Affiliate and apply his/her commission as described in Section 8 below. The Affiliate is not permitted to change the discount value nor to declare discounts different than offered by the Company.
2.10. “Fraud Traffic” any traffic or deposits that have been generated trough Affiliate Site(s) or activities initiated or performed by the Affiliate that was conducted illegally, in bad faith or aiming to defraud the Company, regardless if such actions caused any actual harm to the Company. Fraud Traffic is especially, but not limited to, SPAM, payments made by stolen credit cards, false advertising, manipulations in usage of the service, collusion, using a special system, promotions or bonuses, setting up offers to share Affiliate Fees or Affiliate Referral Fees made directly, indirectly or in cooperation with users, unauthorized use of any third party accounts, trademarks or copyrights.
2.11. "Intellectual Property Rights" means trademark rights, copyrights, patent rights, moral rights, trade secrets, authors' rights, right of publicity, contract and licensing rights, goodwill and all other types of intellectual property rights as may exist now or will come to existence with all renewals and extensions, regardless of state, country or jurisdiction such rights arise under.
2.12. MakeMyRoster Marks means, without limitatinos, trademarks of MakeMyRoster, trade dress, service marks, trade names, logos, coporate name and any other type features that allow to recognize brand, that are used in Company's business or related to it.
2.13. "Referred Affiliate" is an affiliate that have registered in the Affiliate Program for the first time through Tracking Code from Affiliate Site, thanks to Affiliate's email or any other form of attracting affiliates acceptable in this document.
2.14. "Referred User" is a user that have registered in MakeMyRoster application for the first time through Tracking Code from Affiliate Site, thanks to Affiliate's email or any other form of attracting users acceptable in this document.
2.15. "Sponsored Link" is a link that is offered, displayed or created in exchange for a fee (it can be on a "cost-per click" basis, commission or any other type of commercial agreement) by any internet based portal, search engine, sponsored advertising service or other referral or search solution which is using keywords or terms to direct internet traffic to a website.
3. Joining MakeMyRoster Affiliate Program
3.1. Enrolling in the Affiliate Program requires from the Affiliate submitting a complete Affiliate Application through MakeMyRoster site. Affiliate must provide complete, true and accurate information when submitting an application.
3.2. We may reject an Affiliate Application in case we determine, in our sole discretion, that the activities performed by Affiliate or Affiliate Site are not suitable for the Program for any reason. In case, at any time, we determine, at our sole discretion, the activities performed by Affiliate or Affiliate Site are not suitable for the Affiliate Program, we may also terminate Affiliate's participation in the Program.
3.3. Affiliate Sites or activities that will be found unsuitable may include (but may not be limited to): sites that contain or activities that are related to:
3.3.1. Illegal, abusive, offensive or infringing content;
3.3.2. Incorporating images or content that is unlawful, threatening, harmful, defamatory, harassing, obscene or objectionable (ethically, racially or otherwise);
3.3.3. Promoting violance, discrimination (especially based on religion, race, sex, nationality, sexual orientation, disability or age, but any other also), illegal activities;
3.3.4. Distribute any materials that violate or motivate others to violate any copyright, trademark or intellectual property rights of any type of any third party;
3.3.5. Degrade MakeMyRoster brand in any way (at our sole discretion).
3.4. In case Affiliate Application has been rejected, the Affiliate is not prohibited from applying again to the Affiliate Program once he is ready to comply with this Agreement.
4. Tracking Codes (links, Coupons, Banners)
4.1. To allow proper tracking, reporting and Referral Fee / Affiliate Referral Fee calculations we will provide the Affiliate with a specific Tracking Code, Coupon code and set of Banners. The Affiliate must validate if each link between his Affiliate Site and MakeMyRoster webpage is aligned with Tracking Code definition shared with the Affiliate.
4.2. The Affiliate will not modify, change or alter Tracking Codes, Coupon code and/or Banners. We will not be held liable to the Affiliate regarding any issues caused by Affiliate modifying Tracking Codes, Coupon code and/or Banners, especially errors that may occur in transaction tracking.
4.3. UniTec hereby grants to the Affiliate non-transferable, non-exclusive and limited license to use MakeMyRoster Marks shared with Affiliate for the purpose of this Agreement. We will provide the Affiliate with set of information and promotional materials to attract potential customers and other affiliates. Affiliate is not allowed to use any of MakeMyRoster Marks for purposes different than to fulfill this Agreement. At the same time Affiliate is not allowed to make any modifications in promotional materials obtained from us.
4.4. The Affiliate shall display Affiliate Ads in good taste and in alignment with the content and context of the page on which such Affiliate Ads appear. We may share with Affiliate instructions and guidelines related on how to use Affiliate Ads or MakeMyRoster trademark. Affiliate may not use Affiliate Ads and MakeMyRoster Marks in a manner that, in the sole discretion of UniTec, can have bad impact on MakeMyRoster brand or the Company, or can put them in negative light. The Affiliate shall have no other rights, titles or interest in or to the Affiliate Ads or MakeMyRoster Marks, different than defined in this Agreement.
4.5. The Affiliate will be fully responsible for the content as well as the manner of the marketing activities he performs. All such activities must be proper, professional and lawful as per applicable rules or laws.
4.6. At any time and without prior notice we may require the Affiliate to modify or remove the Affiliate Ads or make dynamic replacement of MakeMyRoster related content.
4.7. Affiliate agrees that we shall own all title, right and interest which includes all Intellectual Property Rights in and to MakeMyRoster website, the Affiliate Program and MakeMyRoster Marks.
5. E-mails and other messages
5.1. In case an Affiliate sends or is involved in sending, any electronic communications (e.g. emails, instant messages, etc.) in direct or indirect relation to this Agreement or MakeMyRoster Affiliate Program, then the Affiliate acknowledges, agrees, represents and warrants that all such emails will be compliant with all applicable laws and regulations that are applicable to use of electronic messages, especially but not limited to Children's Online Privacy Protection Act of 1998 ("COPPA"), Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 ("CAN-SPAM Act"), Canadian Anti-Spam Law ("CASL"), General Data Protection Regulation ("GDPR") and all other laws that are applicable to the Affiliate and Affiliate Site.
5.2. The Affiliate agrees not to use SPAM in promoting MakeMyRoster. This applies also to unsolicited commercial emails. The Company will have NO tolerance on using SPAM by the Affiliate and such actions will result in immediate termination or suspesion of Affiliate account as well as cancellation and possible loss of all pending Affiliate Fees and Affiliate Referral Fees. By being involved in sending SPAM the Affiliate will violate this Agreement, will be a subject to legal action and will be held liable for any financial loss incurred by the Company.
5.3. SPAM is defined as the following, but not limited to:
5.3.1. Initiating, sending or procuring the sending of an email to any person who has not explicitly requested to receive this kind of messages or has explicitly requested not to receive further emails of such kind, specifically from the Affiliate. This includes without limitation the purpose of sending unsolicited bulk email, triggering any "email blasts" or "mass mailings" as well as spamming any public forum including blogs, message boards, classified listings, newsgroups, directories, auction sites or any other similar services.
5.3.2. Building any false, deceptive or misleading information on Affiliate's identity, the intent of such messages, origin of them or not including accurate information related to Affiliate identity, the subject, intent and origin of message.
5.3.3. Actions related to exploiting any documented or not documented security holes on any of the client or server machines.
5.3.4. Failing to include accurate, valid and visible information in "From" and "Subject" lines of the email or message. Failing to include a working return address (or hyperlink) in the email or message contents allowing recipient requesting not to receive any further messages from the Affiliate that will work not less than thirty (30) days from the date the email or message have been sent. Failing to honor such requests within ten (10) days from receiving such requests by the Affiliate.
5.3.5. Collect email addresses through automated solutions or distribute any email to address that has been collected using automated solutions. This includes also generating in automated way a combination of names, letters and numbers, dictionary attacks, usage of spyware, viruses or any other methods that result in bypassing system security or violate consumer privacy.
5.3.6. Distribute any deceptive, fraudulent, misleading or false information through or in connection with emails.
5.3.7. Send any promotion or commercial marketing email to any person who is under eighteen (18) years of age as well as collecting any personally identifiable information about such persons.
5.4. The Affiliate agrees not to manually or through any automated services promote MakeMyRoster website, MakeMyRoster application or Tracking Codes across social media or other types of channels in a way that, in sole discretion of the Company is judged to be excessive.
5.5. The Affiliate is allowed to use Tracking Codes in the content of emails that the Affiliate distributes to registered users of the Affiliate Site as it does not violate the terms of this Agreement.
6. MakeMyRoster brand protection
6.1. The Affiliate agrees not to mirror, copy or duplicate the contents as well as the look and feel of MakeMyRoster website. The Affiliate is also prohibited to create the impression that the Affiliate Site is our MakeMyRoster website or any part of it. For example it's not allowed by the Affiliate to put any MakeMyRoster Marks in the header or footer of the Affiliate Site.
6.2. The Affiliate agrees not to re-publish or copy any of the contents already published or created in MakeMyRoster website which refers to images, text, audio or video. This limitation includes also direct translations of the content to other languages. It is however allowed to cite the information by putting it into quotes and using backlink to MakeMyRoster website. It's also allowed to re-phrase the text and publish the re-phrased version (but still putting a backlink to MakeMyRoster website).
6.3. The Affiliate agrees not to put unnatural or excessive backlinks to MakeMyRoster website. For example the Affiliate will not put a "Home Page" link on Affiliate Site that would link to MakeMyRoster website - the context and meaning of all backlinks should allow the user to understand that by clicking on such link he will leave the Affiliate Site and be directed to MakeMyRoster website.
6.4. The Affiliate will not create any social media accounts, forums, set-up groups, pages, communities or other channels that are branded with MakeMyRoster Marks that could create an impression that these channels are representing MakeMyRoster brand and have been initiated, are operated, represent or are part of MakeMyRoster website or the Company.
6.5. The Affiliate will not procure, use, bid on or arrange in any different way a Sponsored Link that includes or uses any Marks of MakeMyRoster.
6.6. The Affiliate will not register, use or procure any internet domain name that includes any of the MakeMyRoster Marks or any variations of these Marks (e.g. misspells).
6.7. The Affiliate will not initiate, arrange or participate in any activities related to paid search campaigns, hidden text, source codes, meta tags, user names, application names that uses MakeMyRoster Marks or any variations of these Marks (e.g. misspells).
7. Compliance with Law and Regulations
7.1. The Affiliate shall, at own expense, comply with all Applicable Laws and Regulations which relate to activities taken by an Affiliate in relation to this Agreement following any conditions that are binding in context of applicable licenses, permits, registrations and approvals.
7.2. The Affiliate confirms that he is going to act in accordance to FTC Guidelines in case applicable to the Affiliate.
7.3. The Affiliate confirms that he has received a copy of MakeMyRoster "Marketing and Communications Guidelines" document, have read it and agrees to comply with it.
7.4. The Affiliate understand that Company operations shall be conducted in accordance to applicable laws and regulations. The Affiliate confirms that he/she understands, accepts and agrees that all his/hers actions are not breaching any of applicable laws and regulations and agrees to cooperate with the Company for any request that is targeting achieving or enhancing Company's compliance with the applicable laws and regulations.
7.5. The Affiliate agrees to cooperate - whenever required - with the Company representatives, auditors internal or external to the Company, national competent authorities and other relevant authorities in relation to services which the Affiliate provides to the Company pursuant to this Agreement. Within such cooperation the Affiliate agrees to provide effective access to data and premises related to the services which the Affiliate provides to the Company pursuant to this Agreement which includes all communications and documentation in any form. The Affiliate agrees not to withhold nor delay such access.
7.6. The Affiliate will ensure that all communications initiated by the Affiliate and related to this Agreement (in any form including oral, written and electronic, made through any medium including electronic and traditional) are clear, fair, not misleading and not aggressive. The Affiliate agrees and accepts that it will be the subject of assessment by the Company. The Affiliate agrees to fully cooperate with the Company at all times to provide related documentation and records of communication, as well as information and related clarifications that the Company may require in order to perform such assessments.
7.7. The Affiliate shall not take any actions that may lead to building an impression for any third party (e.g. customers, other affiliates, authorities) that the Affiliate is providing services that are in fact provided by the Company or that the regulated status of the Company applies to the Affiliate.
7.8. The Affiliate is and will be responsible at all times of making sure that all materials, documents or information that he uses (regardless if obtained from us or prepared by the Affiliate) are in accordance with the laws of the country in which these materials, documents or information are marketed or used or are planned to be marketed or used.
8. Affiliate Fees
8.1. Following rules apply for Affiliate Fees for Referred Users:
8.1.1. The Affiliate is entitled to receive Affiliate Fee each time a Referred User through Affiliate Ads will make a successful payment in accordance with the Referral Fees defined in Section 8.1.3.
8.1.2. During the Term of this Agreement the Company shall keep track of all Referred Users by attaching such Referred User with a Tracking Code that shall be kept for period of one-hundred-twenty (120) days. In case the Referred User has not completed any payment within that period, then the Affiliate will not be entitled to any Affiliate Fees related to such user, even if at a later time such user will become a paying customer.
8.1.3. Referral Fee is defined as 40% of the revenue from all successfull payments made by Referred User with a Tracking Code of the Affiliate. The Affiliate is entitled to collect Affiliate Fee starting from first such payment and continuing on monthly basis as long as certain Referred User continues to pay for usage of MakeMyRoster application.
8.1.4. Affiliate agrees not to use the Affiliate Program to earn Affiliate Fee on their own account or on any customer account for which the Affiliate is employed by. It is accepted for the Affiliate to support a client by setting up the environment on behalf of a client, but the related account must be owned by the client and never consisting of multiple clients.
8.2. Following rules apply for Affiliate Referral Fees for Referred Affiliates:
8.2.1. The Affiliate is entitled to receive Affiliate Referral Fee each time its Referred Affiliate earns a commission for payments made by its Referred Users. This is in accordance with the Affiliate Referral Fees defined in Section 8.2.4.
8.2.2. The Affiliate is not entitled to collect Affiliate Referral Fee whenever its Referred Affiliate earn a commissions for income earned by their Referred Affiliates (commission hierarchy is 2 Tier).
8.2.3. During the Term of this Agreement the Company shall keep track of all Referred Affiliates by attaching such affiliate with a Tracking Code that shall be kept for period of one-hundred-twenty (120) days. In case the Referred Affiliate has not registered in Affiliate Program within that period, then the Affiliate will not be entitled to any Affiliate Referral Fees related to such affiliate, even if at a later time such affiliate will sign up to the Affiliate Program.
8.2.4. Affiliate Referral Fee is defined as 10% of the Referred Affiliate income generated by payments made by its Referred Users with a Tracking Code of the Referred Affiliate. The Affiliate is entitled to collect Affiliate Referral Fees starting from first such payment and continuing on monthly basis as long as certain Referred Affiliate continues to collect commissions related.
8.2.5. Affiliate agrees not to use the Affiliate Program to earn Affiliate Referral Fee on their own account or on any customer account for which the Affiliate is employed by.
8.3. Affiliate Fee and Affiliate Referral Fee are always calculated basing on successful payment amount which may consider special sale terms for a Referred User.
8.4. Fees conversion
8.4.1. Affiliate Fee and Affiliate Referral Fee are calculated in United States Dollars.
8.4.2. In case an amount that entitles the Affiliate to collect Affiliate Fee is not paid by Referred User in United States Dollars the Company will convert Affiliate Fee to United States Dollars using exchange rates published by European Central Bank (navigate).
8.4.3. The mechanism of converting Affiliate Fee is firstly to calculate Affiliate Fee in the currency in which the payment was initially done by Reffered User, secondly Affiliate Fee is converted to United States Dollars.
8.4.4. The Company is using automated solution to get most recent exchange rates and store this information in Company systems. Delays in updating exchange rates in our systems are possible but such delays should not be longer than 24 hours.
8.4.5. Fees conversion is done by the Company using last known exchange rate for given currency stored in Company systems.
8.4.6. Affiliate Referral Fees are not converted since they are applied on top of referred Affiliate Fee which is always expressed in United States Dollars (converted already).
8.5. The Company is entitled to grant additional rewards to chosen Affiliates, at the sole discretion of the Company.
9. Affiliate Payment
9.1. The Company will generate periodic reports to summarize the sales activity of the Referred Users and Referred Affiliates earnings related to sales activity of their Referred Users. Such reports will be generated in order to calculate Affiliate Fee and Affiliate Referral Fee as well as to share this information with the Affiliate in real time via Affiliate Dashboard. The Company may decide to change the form, scope and frequency of such reports at its sole discretion.
9.2. Affiliate Fees and Affiliate Referral Fees will be paid weekly within seven (7) to twenty-one (21) days of the Company receiving payment from Referred User (Affiliate Fee) or receiving payment from Referred User of Referred Affiliate (Affiliate Referral Fee). The payment to the Affiliate is not initiated if the Affiliate balance is below $10.00. The payments to the Affiliate ma be put on hold if the Company discovers suspicious activity made by the Affiliate as referenced in Section 9.5 and Section 9.6.
9.3. Affiliate Fees and Affiliate Referral Fees are calculated automatically by the system that handles Tracking Codes, users and affiliates relations (which affiliate onboarded which user or other affiliate), etc. The Company will not pay Affiliate Fees nor Affiliate Referral Fees for any activities that have not been tracked through MakeMyRoster affiliation system and reported through the Affiliate Dashboard.
9.4. All payments of Affiliate Fees and Affiliate Referral Fees will be due and payable in United States Dollars only. Affiliate payments will be made through PayPal, or any other method chosen by the Company, in its sole discretion. Affiliate is responsible to provide the Company with accurate and full information required to make a successful payment. The Affiliate shall be solely liable for all delays in payment or failed payments that are caused by its failure to timely and duly provide the Company with required details.
9.5. In case the Company, at its sole discretion, discovers any activity that is suspicious, the Company may delay payment of the Affiliate Fees and/or Affiliate Referral Fees up to one-hundred-and-eighty (180) days to perform verification of related transactions. In case the Affiliate activities are found by the Company, at its sole discretion, being Fraud Traffic, the Company will recalculate or withhold the Affiliate Fees and/or Affiliate Referral Fees accordingly.
9.6. The Affiliate understands, accepts and agrees that any Affiliate activity or involvement, direct or indirect, that is found by the Company being deceptive, fraudulent, manipulative or in any other way illegal and connected to MakeMyRoster website, Tracking Codes and/or Users, the Company will have the right to stop processing any transactions associated with such Affiliate Tracking Codes, block Affiliate access to the Program, and withhold any pending Affiliate Fees and Affiliate Referral Fees. The Affiliate agrees not to raise any claims or demands against the Company, its employees, directors, officers, shareholders in respect of such actions taken by the Company.
9.7. The Affiliate shall pay all taxes applicable to payments received from the Company.
9.8. The Affiliate may hold further payments for any reason and anytime using Affiliate Dashboard options. The Company may also hold further payments in case three (3) payment tries in a row are not successful about which the Affiliate will be informed by email or through the Affiliate Dashboard. The Affiliate may again put further payments off-hold using Affiliate Dashboard and such action can be done anytime regardless of who put them on-hold. Whenever status of payments is on-hold the payments will not be made by the Company until Partner will put them back off-hold.
10. Processing of transactions
10.1. The Company will be responsible for processing all transactions of Users who used the Tracking Code when navigating from the Affiliate Site to the MakeMyRoster website.
10.2. The Company has the right to reject transactions that are not compliant with reasonable requirements that the Company may define.
10.3. The Company will be responsible for every aspect of transaction processing and fulfillment.
10.4. The Company will track purchases made by Users that have been referred through the Affiliate Site. To allow building accurate tracking records, reporting and proper Affiliate Fees and Affiliate Referral Fees calculations, the Affiliate shall make sure that Tracking Codes are formatted properly. The Company will not be responsible for wrong tracking results caused by wrongly fromatted Tracking Codes.
11. Changes in pricing and service policies
11.1. The Company may change the pricing of offered services, service policies as well as operating procedures at any time staying consistent with applicable laws.
11.2. Changes in pricing, service policies or operating procedures may affect items that Affiliate has already presentated on the Affiliate Site, Affiliate Ads or other information shared by Affiliate to third parties following this Agreement and its involvement in the Program. The Affiliate is responsible for tracking such changes and promptly reflecting them in the Affiliate Site and in any other applicable marketing means.
12. Term and termination
12.1. The term of this Agreement between the Company and the Affiliate starts when the the Company accepts the Affiliate Application to the Program and ends whenever either party notices about termination.
12.2. The Affiliate or the Company may, for any reason, terminate the Affiliate participation in this agreement at any time upon notice.
12.3. The Company will pay the Affiliate any unpaid and valid Affiliate Fees and Affiliate Referral Fees that have been earned prior to the date of termination with the exception of sittuation described in Section 9.6.
12.4. Immediately upon termination all licenses granted to the Affiliate under this Agreement will be terminated.
12.5. In case of termination of this Agreement the Affiliate must remove all Tracking Codes, MakeMyRoster Marks, banners and links from its Affiliate Site.
12.6. Sections 13, 14, 17 and 20 of this Agreement will survive termination of the Agreement.
13.1. The Affiliate participation in the Program will result in Affiliate access to certain information shared by the Company which is considered to be confidential (the "Confidential Information").
13.2. For the purpose of this Agreement "Confidential information" shall include, but not be limited to:
13.2.1. Terms and conditions of the Program that have been offered only to the Affiliate;
13.2.2. Affiliate Fees and Affiliate Referral Fees earned during the Affiliate participation in the Affiliate Program;
13.2.3. Know-how, processes, inventions, data, pricing and discounts, list of customers, financial information, business processes and plans, marketing strategies and plans, relationship with other vendors, sales plans and other similar information that is properiatary to and confidential information of the Company or related to MakeMyRoster application.
13.3. All information made public by the Company is not considered to be confidential.
13.4. Disclosing information that is required to be disclosed to a third party by law, order of a court or similar body is not considered to be a violation to this Agreement.
13.5. The Affiliate shall, during the Term of this Agreement and after its termination, make sure that Confidential Information is not disclosed and shall not use such Confidential Information for any purpose different than to fulfill this Agreement.
13.6. The Company may agree in writing to disclose certain information by the Affiliate following Affiliate request and reasonable justification to do so.
14. General provisions
14.1. Affiliate warrants that he/she is over the age of eighteen (18) and in all aspects the Affiliate is competent and qualified to enter into this agreement.
14.2. Affiliate will provide complete and accurate details related to his/her identity and personal details, especially forename and surname, email address and PayPal account, but also other required information whenever needed and requested by the Company.
14.3. Affiliate will take full responsiblity and will cover all cost related to development, maintenance and operation of Affiliate Site, Affiliate's activities and materials used by the Affiliate in relation to this Agreement.
14.4. Affiliate agrees to hold the Company harmless and indemnify the Company from all damages, expenses and claims received by the Affiliate from any third party that is related to operation, development, manner, maintenance and contents of the Affiliate Site or activities.
14.5. Affiliate warrants that all materials made available on his/her Affiliate Site or used to fulfill this Agreement do not violate or breach the rights of any third party and that such materials are not slanderous or illegal and that are not misaligned in any way with this Agreement. The Company will disclaim all liability for such matters.
14.6. The main condition to Affiliate joining the Program is that the Affiliate warrants and represents that during the Term of this Agreement, the Affiliate will comply with all rules, laws, ordinances, orders, regulations, licenses, permits, judgements, decisions or other type of requirements of any govermental authority which is applicable to the Affiliate, regardless if those laws are in effect now or will come later into effect during the Term of this Agreement.
14.7. The Affiliate accepts the terms of this Agreement which meens this Agreement has been validly and duly delivered and executed by the Affiliate and constitutes Affiliate's valid, binding and legal obligation against the Affiliate enforcable in accordance with the terms of this Agreement.
14.8. Affiliate warrants and represents that the execution, performance and delivery by the Affiliate of duties related to this Agreement will not violate or be in conflict with any applicable laws, rules, regulations, judgements and other type of requirements binding or applicable upon the Affiliate's properties or assets.
14.9. Affiliate warrants and represents that he/she can enter this Agreement and can execute, deliver and keep good performance of this Agreement without taking any related actions, especially, but not limited to, obtaining any consent, approval, authorization of, exemption by or filing with any govermental authority or any third party.
14.10. Affiliate warrants and represents that to his/her best knowledge there are no pending claims, proceedings or actions against the Affiliate with respect to delivery or fulfillment of this Agreement, especially, but not limited to, any intellectual property rights violation, and, to the best Affiliates knowledge, there is no basis for any such proceeding, action or claim.
14.11. Affiliate agrees and accepts that the Company may at any time, directly or indirectly propose different customer or affiliate referral terms than these contained in this Agreement to other affiliates which not obligates the Company to offer the same terms to the Affiliate.
14.12. Affiliate agrees and accepts that the Company may operate sites that compete or are similar to the Affiliate Site.
14.13. Affiliate agrees and accepts that the Company has the right to perform periodic checks of the Affiliate Site to make sure the Affiliate actions are in compliance with this Agreement. Any deviations from the terms of this Agreement must be first approved in writing by the Company otherwise such deviations will be considered as breaching the terms of this Agreement.
15. Relationship of Parties
15.1. The Affiliate and the Company are independent contractors and nothing in this Agreement creates any partnership, agency, joint venture, franchise, sales representative or employment relationship between parties.
15.2. Affiliate will not have any authority to make or accept any offers or representations on behalf of the Company.
15.3. Affiliate will not make any statements on Affiliate Site or otherwise, that would violate, reject or negate anything in this Agreement.
16.1. The Affiliate agrees and accepts that he/she enters the program at the Affiliate sole risk.
16.2. The Affiliate understands, agrees and accepts that the program is provided on "as is" and "as available".
16.3. The Company expressly disclaims all warranties, conditions and terms of any kind expressed or implied by common law, statute or custom, that includes, but not limited to, warranties to products or services offered through the Affiliate Program, implied warranties related to merchantability, satisfying quality, effectivenes for certain purpose and non-infringement.
16.4. The Affiliate understands, agrees and accepts that the Company gives no warranty that the Program will meet the Affiliates requirements, that the Program will remain uninterrupted, timely, secure and error-free, that the results obtained from the use of the program will be reliable and accurate, that the quality of any services, products, information or any other material obtained by the Affiliate through the Program will meet the Affiliate expectations, that the errors in the service will be corrected.
16.5. The Affiliate understands, agrees and accepts that all materials downloaded or obtained in different way through the use of the Program is accessed at your own risk and discretion and the Affiliate will be solely responsible for all damages on its computer system, mobile device or any other equipment as well as loss of data that is caused by download or use of any such material.
17. Limitation of liability
17.1. The Affiliate understands, accepts and agrees that the Company, its employees, directors, officers, all vendors and service providers assisting in or associated with providing the Affiliate Program shall not be liable to the Affiliate in any direct, indirect, special, incidental, exemplary or consequential damages, which includes, but not limited to, loss of profits, use, goodwill, data or any other losses resulting from:
17.1.1. The use of the Affiliate Program or inability to use it;
17.1.2. The cost of goods purchased, services, data and information obtained, messages received or transactions entered into through, from or as a result of the Affiliate participation in the Affilaite Program;
17.1.3. Unauthorized access to or alteration of the Affiliate transmissions or data;
17.1.4. Conduct or statements of any third party on or through the Affiliate Program;
17.1.5. Any other aspect or matter that relates to the Affiliate Program.
17.2. The limitations mentioned in Section 17.1 apply even if the Company has been advised in advance about the risk of such damages.
17.3. Some jurisdictions do not allow excluding certain of mentioned warranties, limitations or exclusion of liability for consequential or incidental damages. As the result some of limitatiosn mentioned in Section 17.1 and 17.2 will not apply to the Affiliate.
17.4. To the fullest extend allowed by law, the maximum liablity for the Company, all vendors and service providers, arising out of or in connection with the Affiliate Program will not exceed $200, regardless of the cause of action (whether in breach of warranty, contract, tort, or otherwise).
18.1. The Company may apply modifications to this Agreement and related terms and conditions. Such modifications may be applied at any time and in sole discretion of the Company. Whenever we make such change, posting a new version of this Agreement on our Site or sharing a note of a change by email with the Affiliate is considered sufficient notice to the Affiliate of a modification to the terms and conditions of this Agreement. Modifications may result in removing some sections from the Agreement, adding some sections as well as changing existing sections. The scope of modifications may include, but is not limited to, changes in Affiliate Fees and Affiliate Referral Fees, payment schedule or procedures and rules of Affiliation Program.
18.2. The Company is entitled, in its sole discretion, to apply changes in Affiliate Fees and Affiliate Referral Fees about which we will inform you as described in Section 18.1. Affiliate Fees and Affiliate Referral Fees earned prior to such change will be paid in alignment with conditions that were in place that time while all Affiliate Fees and Affiliate Referral Fees earned after publishing changes in fee calculation rules will be paid in alignment with new rules.
18.3. For all modifications that are not acceptable to the Affiliate, the Affiliate has the right to terminate this Agreement. In case the Affiliate continues his/her participation in the Affiliate Program after posting updated version of this Agreement on our website it constitutes a binding acceptance of such changes.
19.1. The section headings used in this document are not defining, limiting or describing the scope of this Agreement or the intent of provisions covered.
19.2. In case any party of this Agreement will fail to exercise or enforce any rights or provisions constituted in this Agreement it does not result in waiver of such right or provision. If the Company fails to enforce strict alignment of the Affiliate to terms and conditions of this Agreement it will not consitute a waiver of the Company right to enforce such provision or any other provision at later time.
19.3. This Agreement defines the entire understanding between the parties in relation to specific subject that it covers. It also supersedes all prior contracts and agreements, written or verbal, between the parties. At the same time neither party shall be bound by any representations or statements made by either party that are not part of this Agreement.
19.4. The rights and obligations of each party of this Agremeent shall be transferred to the benefit of the respective successors, except sittuations clearly mentioned in this Agreement. The Agreement and all related rights and obligations shall not be delegated or assigned by the Affiliate without the prior written consent of the Company.
20.1. Any dispute that relates in any way to this Agreement, which includes any actual or supposed breach, any transactions or activities covered with this Agremeent, any relationship with us or one of our affiliates shall be submited to courts in Katowice / Poland. Arbitration under this Agreement shall be conducted in alignment with Polish law. To the fulles extend allowed by applicable law, no arbitration related to this Agreement shall be joined to an arbitration that involves any other party subject to this Agreement including, but not limited to, class arbitration proceedings.
21. Independent investigation
21.1. We encourage the Affiliate to consult with legal / financial / tax / accounting advisors prior to entering the Affiliate Program.
21.2. The Affiliate agrees and acknowledges that noting in this Agreement and no statement made by the Company or any of its employees or other person associated with the Company has prevented the Affiliate in any way from seeking that kind of advice before entering to this Agreement.
21.3. The Affiliate has made an independent evaluation of participating in the Program and he/she does not rely on any statements or suggestions other than expressed in this Agreement.
21.4. The Affiliate has read this Agreement carefully, agrees and acknowledges it, has had the chance to consult with respective advisors and accepts the obligations to the Affiliate contained in this Agreement without reservation. The Affiliate has read, understood and acknowledges the limitation of liability and disclaimer provisions of this Agreement prior to accepting this Agreement. No representations or promises have been made to the Affiliate to enforce its acceptance of this Agreement. The Affiliate agrees to the terms and conditions of this Agreement freely and vountarily.
This document has been last modified on 5 July 2019.