General Terms and Conditions for Affiliates, last updated 07/2020
These terms and conditions apply between PAF Multibrand limited, a company registered in Malta, with registration number C 75805, having its registered address at The Bastions, Office No. 2, Emvin Cremona Street, Floriana FRN1281, Malta, (“Paf”). and you, the Affiliate (as defined below).
It is important that you read these Terms and Conditions carefully before you register to the Affiliate Program.
Your acceptance of these Terms and Conditions forms a binding contractual agreement between you and Paf.
“Affiliate” – shall mean a natural or legal person that may or may not be associated with another as a parent, subordinate, subsidiary, or member who has registered and is accepted by the Company as an Affiliate of the Affiliate Program in terms of this Agreement.
“Affiliate Program” – shall mean the collaboration between the Company and the Affiliate whereby the Affiliate will promote the Company’s website(s) and/or its sub-domains, and for example, create the affiliate links from the Affiliate’s website(s) to the Company’s website(s) and thereby be paid a Commission/CPA Payment depending on the traffic generated to the Company’s website(s) subject to the terms and conditions under this Agreement and applicable laws.
“Affiliate Managers” – shall mean the Affiliate’s contact person/s at the Company.
“Agreement” – shall mean these terms and conditions, including the online application form, and all appendices and annexes incorporated therein by reference, including all future updates and additions thereto.
“Bonus” – shall mean the total value of free credits given to a referred Player by the Company.
“Charge Back” – shall mean the total value of deposits made by a referred Player, which said Player has decided to revert the deposit to his / her bank, and will thus be considered as void transactions applicable to said Player.
“Company” – shall mean Paf as defined above.
“Commission” – shall mean the commission to be paid to the Affiliate in terms of this Agreement, as defined in point 9.6.
“Confidential Information” – shall mean (i) any information of whatever nature, which has been or may be obtained by the Affiliate from the Company, relating to the Company’s information and whether in writing or in electronic form or pursuant to discussions between the Company and the Affiliate, or which can be obtained by examination, testing, visual inspection or analysis, including, without limitation, scientific, business or financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, Player lists, price lists, studies, findings, computer software, inventions or ideas; or (ii) analyses concepts, compilations, studies and other material prepared by or in possession or control of the recipient which contain or otherwise reflect or are generated from any such information as is specified in this definition and includes any dispute between the Affiliate and the Company resulting from this Agreement.
“Copyright” – for purposes of this Agreement shall be limited to the existing and future copyright in the trademark devices, logos, getup, trade dress, websites, Marketing Material and/or trading styles relating to, or incorporated in, the Company’s website(s).
“CPA Deal” – shall mean a “Cost-Per Acquisition” deal, whereby the Company pays the Affiliate a predetermined amount for each referred Player if said Player deposits an amount exceeding EUR 50, unless otherwise agreed between the parties.
“CPA Payment” – shall mean the reimbursement to be paid to the Affiliate in terms of this Agreement, as defined in section 22.214.171.124.
“Fraudulent Activity” – shall mean a deception which in the sole opinion of the Company is practiced by a Player or an Affiliate in order to secure a real or potential, unfair or unlawful gain, including but not limited to: (i) Chargebacks; (ii) Bonus abuse by a referred Player or group of referred Players, (iii) the Affiliate’s (or a third party’s) encouragement to a referred Player to abuse the Company’s Bonus offers, (iv) collusion on the part of the referred Player with any other referred Player, (v) the Affiliate’s (or a third party’s) offering or providing unauthorised incentives (financial or otherwise) to Players to encourage the to sign up, or (vi) dropping or stuffing cookies;.
“Gaming Tax” – shall mean the tax rate applicable to the Company’s online gaming operations at any time. The Gaming Tax varies depending on applicable regulations in different license jurisdictions. For more information regarding the tax cost for certain countries please contact the Affiliate Managers.
“Gross Profit” – shall mean the resulting gross profit generated by referred Players to the Company, where said gross profit is calculated as: Total Wagers minus Total Payouts.
“Marketing Guidelines” – shall mean the Company’s marketing guidelines, which can be found here, which the Affiliate must adhere to.
“Marketing Material” – shall mean various forms of branded, creative material, including but not limited to, online banners, html and text mailers, promotional material and other online and offline marketing material which the Company may provide to the Affiliate.
“Net Profit” – shall mean the resulting net profit generated by a referred Player, where the net profit will be calculated as: Net Profit = Gross Profit – Bonuses – Progressive Contributions – Charge Backs – Network costs – Gaming Tax.
“Notice” – shall mean any written document or message.
“Parties” – shall mean the Company and the Affiliate.
“Player” – shall mean a person that the Affiliate directs in any manner to the Company and who can be linked to the Affiliate’s Affiliate ID, and who registers as an end-customer to Company’s website(s);
“Progressive Contributions” – shall mean the total value to be deducted based on wagers placed on Progressive Games by a referred Player, where said deduction would be equal to a small percentage of the Total Wagers placed, based on predetermined parameters as dictated by the Company.
“Second-tier Affiliate” – shall mean a person or entity that the Affiliate directs in any manner to the Company and who can be linked to the Affiliate’s Affiliate ID, where said person or entity becomes an Affiliate of the Company.
“Spam” – shall mean any electronic mail message, transmitted to multiple commercial electronic mail recipients from or through a computer, where said message is sent without clear and proven agreement on the part of the recipient to receive said message from the sender.
“Term” – shall be the term of this Agreement, commencing on the activation of the Affiliate’s account (approved date) and remaining in full force and effect until the Affiliate’s account is terminated in accordance with this Agreement (Termination Date);
“Total Wagers” – shall mean the total value of wagers placed by a referred Player.
“Total Payouts” – shall mean the total value of wins achieved by a referred Player.
“Written /Writing” – shall include e-mail or messages on Skype, msn or similar communication tool.
2.1 An Affiliate must successfully comply with the provisions of clause 3 of this Agreement prior to this Agreement coming into force and effect. The Affiliate’s successful application to become an Affiliate in the Affiliate Program in terms of clause 3 confirms the Affiliate’s acceptance of this Agreement and is subject to the Affiliate’s continued compliance with the terms and conditions of this Agreement.
2.2The Affiliate should be advised that many of the provisions of these terms and conditions are created and imposed for the benefit of the Company, who has accepted all benefits so created and imposed.
2.3By applying to be registered as an Affiliate of the Affiliate Program, the Affiliate warrants that all of their marketing activities adhere to the EGBA code of conduct and the Company’s Marketing Guidelines. The EGBA code of conduct can be found here.
3.APPOINTMENT AS AN AFFILIATE
3.1The Company may evaluate the Affiliate’s application on submission thereof.
3.3If a cost arises from tax or VAT not being paid by the Affiliate for their earnings coming through the Commission and that cost is being transferred over to the Company in any way, the Company shall have the right to deduct that cost from the future Commission. Breach of this clause may also lead to the termination of the Agreement as set out in clause 11.4.
3.4The Affiliate must provide the Company with a preferred method of payment for the payment of Commission.
3.5The Affiliate will be notified, if reviewed, in a timely manner of the Company’s acceptance or rejection of their application. The acceptance or rejection of any application made by an Affiliate is at the Company’s sole discretion.
4.USE OF MARKETING MATERIAL
4.1Upon activation of the Affiliate’s account, the Affiliate shall be provided access to Marketing Material via the Company’s website(s), newsletters and Affiliate Managers.
4.2Without transgressing other obligations in terms of the Agreement, the Affiliate agrees to:
4.2.1Utilize new and updated Marketing Material as and when it is made available to the Affiliate by the Company, to ensure accurate advertising and marketing of promotions on offer from the Company.
4.2.2The Affiliate shall, when using the Marketing Material, ensure said Marketing Material is applied exactly and accurately, and in accordance with the Company’s Marketing Guidelines, which may be amended from time to time.
4.3 A decision as to whether or not the Affiliate is complying with its responsibilities in terms of the use of the Marketing Material is left to the sole discretion of the Company. The Company’s decision in this regard will be final and binding on the Affiliate. Where deemed necessary, the Affiliate will take all action as required by the Company or its Affiliate Program to remedy the situation. Failing which, the Company reserve the right to terminate the Agreement with immediate effect.
4.4The Affiliate may design Marketing Material on behalf of the Company, for the sole purpose of directing Players to the Company’s website(s), provided that the following terms and conditions are met:
4.4.1The Affiliate will strictly adhere to the instructions and guidelines as set out by the Company in the use of and reproduction of all materials, images, content; etc. pertaining to the identity of the Company brand.
4.4.2The Affiliate will furnish Company samples of any Marketing Material created by the Affiliate before the Affiliate may use or display the Marketing Materials in any form or fashion.
4.4.3The Affiliate acknowledges that any and all Marketing Materials created by the Affiliate will at all times remain the property of the Company. The Affiliate acknowledges no claim or right of whatever nature in and to the Marketing Materials, other than those provided in terms of this Agreement.
4.4.4The Affiliate shall not in any way represent that it has any rights of any nature to the Marketing Material, other than those that it enjoys in terms of this Agreement.
4.4.5The Affiliate will take all reasonable steps to ensure that its employees, agents, contractors or representatives are made aware of its obligations in terms of this Agreement and that it can give full effect to such obligations.
5.OBLIGATIONS AND RIGHTS OF THE COMPANY
5.1The Company will track Players and their deposits and their play where required. The Company has the right to refuse Players (or to lock/close their accounts) if necessary, to comply with any requirements that they may establish, or where a Player is in clear violation of any terms and conditions as imposed by the Company, where compliance to such terms and conditions would have been agreed to by the Player at the time of registration.
5.2The Company will provide the Affiliate with Marketing Material for the purposes of this Agreement and the Company may update such Marketing Material from time to time.
5.3The Company will provide reports to the Affiliate as a means to display performance of the Affiliate in terms of referred Players, their purchases, wagers, losses, revenues and Commission, with the purpose of illustrating Commission due to the Affiliate based on Player losses. The format, content and frequency of the reports may, at the Company’s sole discretion, vary from time to time. The Company will provide the Affiliate with secure access to these reports.
5.4The Company will facilitate payment of Commission from the Company to the Affiliate based on Player losses generated from the Affiliate’s Players after they open a gaming account with the Company.
5.5The Company shall use its reasonable endeavours to ensure that whenever a new Player is directed to the Company’s website(s) and registers a new gaming account, the relevant new Player is identified as originated from the Affiliate’s website. Notwithstanding the aforesaid, the Company shall not be held liable if it is unable to identify a new Player as originating from such website.
5.6The Company has the right to monitor the Affiliate’s website(s) to ensure that the Affiliate is complying with the terms of this Agreement and applicable laws. The Affiliate shall provide (and at no charge) the Company with all data and information needed in order for the Company to be able to perform such monitoring.
6.OBLIGATIONS AND RIGHTS OF THE AFFILIATE
6.1By applying to be registered as an Affiliate of the Company, the Affiliate warrants that:
6.1.1 The information the Affiliate provides the Company upon registration is complete, true, valid and honest;
6.1.2The Affiliate submitting the application has the full right, power and authority to enter into this Agreement on behalf of itself of any other entity; and
6.1.3The execution of and compliance with this Agreement, and the Affiliate’s obligations and duties hereunder, do not currently and will not in future violate any agreement(s) to which the Affiliate is a party, or by which the Affiliate is otherwise bound or obligated.
6.2The Affiliate shall without undue delay inform the Company in writing if any of the provided information has changed.
6.3The Affiliate undertakes to at all times comply with applicable laws and/or regulations, as well as instructions and guidelines as set out by the Company.
6.4The Affiliate acknowledges that this Agreement does not grant the Affiliate an exclusive right or privilege to market the Company or any of its brands.
6.5The Affiliate shall have no claims to Commissions or other compensation on business or revenues secured by or through persons or entities other than the Affiliate.
6.6 The Affiliate will not benefit from known or suspected traffic not generated in good faith. The Company reserves the right to terminate this Agreement immediately should the Company become aware of the Affiliate taking part in or benefiting from traffic which may, at the sole discretion of the Company, be deemed as destroyed/harmed and/or posing a threat to the image and/or normal operation of the Company in the provision of services.
6.7The Affiliate acknowledges and agrees that it is aware of the fact that the Company must not, for legal reasons, direct any kind of advertising or marketing of the Company in or towards Finland or the Finnish market, with the exemption of the Åland Islands. The Affiliate acknowledges and warrants that it shall not direct any advertising or marketing of the Company, the Company’s website(s), or any of the Company’s services towards the Finnish market (except the Åland Islands) and/or in the Finnish language.
6.8A breach of clause 6.7 implies that profit from Players attained through such marketing will not be included in the Commission payment. This decision will be at the sole discretion of the Company.
6.9The Company reserves the right to withhold any Commissions payable to the Affiliate at any time, should the Company deem the Affiliate to be in violation of clause 6.6 and 6.7 above, or found to be partaking in action(s) or marketing practices deemed to not be in good faith as described in clause 6.5 above, whether such action / marketing practice was directed from the Affiliate’s link with or without the Affiliate’s knowledge.
6.10The Affiliate may not, either directly or indirectly, be a party to the generation, processing, dissemination or the like of Spam;
6.10.1Any form of Spam will result in the Affiliate’s account being placed under review and all funds due to the Affiliate being withheld pending an investigation.
6.10.2 If the Company incur expenses and/or damages in dealing with Spam generated mail or being blocked by third party Internet Service Providers, these same expenses and/or damages will be deducted from the Affiliate’s account. If this occurs, the amount of such expenses and/or damages as determined by the Company will be deemed fair and final and acceptable to the Affiliate. Should these expenses and/or damages not be covered by funds in the Affiliate’s account, the Company has the right to investigate other alternative means for obtaining payment.
6.10.3Should the Affiliate require more information regarding the Company’s Spam policy, or should the Affiliate wish to report any incidences of Spam, the Affiliate should direct any questions and/or reports of Spam to: firstname.lastname@example.org
6.11During the Term of this Agreement, the Affiliate shall use its reasonable endeavours to display the most up to date Marketing Material on the Affiliate’s website in a manner and location agreed by the Parties. The Affiliate shall not alter the form or operation of the Marketing Material without the Company’s prior written consent.
6.12In the event the Affiliate wishes to place the Marketing Material on websites other than the Affiliate’s website, the Affiliate must first obtain the Company’s written consent.
6.13Subject to clause 10.9, if the Affiliate sells its business, this Agreement is automatically transferred to the purchasing company (“Purchasing Company”). The Affiliate account purchased and transferred will remain on the existing Commission plan that was in place at the time of the purchase.
6.14The Affiliate must not directly or indirectly benefit from, or be a party to, any money laundering or related illegal activities. It is recorded that the jurisdiction in which the Company operates have strict laws on money laundering that may impose an obligation upon the Company to report the Affiliate to the federal or local authorities within such jurisdictions if the Company know, suspect or has any reason(s) to suspect that any transactions in which the Affiliate are directly or indirectly involved, inter alia, involve funds derived from illegal activities or are intended to conceal funds derived from illegal activities or involve the use of the Affiliate Program to facilitate criminal activity.
6.15The Affiliate shall at all times comply and promptly with any anti-money laundering related requests as may be required from the Affiliate by the Company.
7.1Except as otherwise provided in this Agreement or with the consent of any other parties hereto, all Parties agree that all information, including, but not limited to, the terms of this Agreement, business information and technology concerning the Company or the Affiliate, shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Affiliates.
7.2During the term of this Agreement, the Affiliate may be entrusted with Confidential Information relating to the business, operations, or underlying technology of the Company and/or the Affiliate Program. The Affiliate agrees to neither disclose nor allow unauthorised use of the Confidential Information by third persons or outside parties unless the Affiliate has the Company’s prior written consent, and that the Affiliate will use the Confidential Information only for the purposes necessary to further the purposes of this Agreement. The Affiliate’s obligations with respect to Confidential Information shall survive the termination of this Agreement. An Affiliate may not be a party (whether directly or indirectly) to any Fraudulent Activity.
8.DATA PROTECTION AND COOKIES
8.1The Affiliate acknowledges and agrees that for the purpose and in terms of this Agreement, it shall not process any personal data on behalf of the Company. In the light of the foregoing, with respect to any personal data the Affiliate processes, the Affiliate undertakes to comply with any applicable data protection laws in the jurisdiction in which the Affiliate are domiciled and any jurisdictions in which the Affiliate operates, including the General Data Protection Regulation (GDPR) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 and any new or amended data protection acts and regulations.
8.3The Affiliate undertakes to inform all users of the Affiliate’s website(s) by way of privacy notice or by other appropriate means, that tracking technology will be installed on the user’s hard drive once the user clicks on the Marketing Material. The Affiliate shall provide users with the opportunity to reject the installation of such tracking technology in accordance with applicable data protection laws.
9.1The Affiliate is restricted to one Affiliate account only, unless otherwise agreed to in writing by the Company.
9.2The Affiliate shall not earn Commission on the losses of a Player account, where such gaming account registered with the Company belongs to the Affiliate, any Sub-Affiliate linked to the Affiliate, or the Affiliate’s employees or immediate family members, whether or not such Player account is in use for the purposes of testing or play on the Company’s website(s) or if the players are blocked for fraudulent or suspicious behavior.
9.3 If agreed separately in writing and subject to clause 9.3.1, CPA Deals or Hybrid Deals may be used as another payment method where the Affiliate promotes certain Company website(s) instead of the standard revenue share model. Any reward model has to be approved in writing by a representative at the Company. The Company reserves the right to change reward deals at any time and for any reason, and will provide Affiliates with 24 (twenty-four) hours written notice prior to making said change(s)
9.3.1In addition to the terms herein this Agreement and where CPA Deals are applicable, the Affiliate:
126.96.36.199is restricted to one Affiliate account only, unless otherwise agreed to in writing by Company;
188.8.131.52shall not receive any CPA Payment if the Player’s account is blocked or frozen from either the Company’s or Player’s side for whatever reason during the calendar monththat the CPA Payment was earned and one month afterwards;
184.108.40.206will receive a predetermined amount for each referred Player in accordance with a separate agreement between the Parties. The Company reserves the right to change the CPA Deal at any time and will provide the Affiliates with 24 (twenty-four) hours written notice prior to making such change(s).
9.4The Company has and reserves the right to pass on any financial costs to the Affiliate’s account that may be incurred due to Fraudulent Activity by the Affiliate’s Players, and/or the Affiliate’s employees, which the Affiliate has introduced to the Company.
9.5The Company will process the Commission earned by the Affiliate in the previous calendar month based on invoices received before the fifteenth (15th) day of the following month. The Company shall not be liable to the Affiliate in any manner whatsoever for late payments due to technical, third party or any other unforeseen events arising. In the event that invoices for previous month’s commission are sent after the fifteenth (15th) of the current month, they will be processed together with the following month’s payment run.
9.6Payment shall be made by the Company to the Affiliate by way of the preferred payment method selected by the Affiliate on registration or in their affiliate account, or where the method is amended / updated by the Affiliate before the Commission due is processed. For avoidance of doubt, the Affiliate acknowledges and agrees that the Company may, at its sole discretion, change the payment method from time to time.
9.7 The minimum payment amount is €100. Any Commissions earned in a month equal to or greater than €100 will be paid via the Affiliate’s preferred payment method. An amount earned that is below this minimum threshold of €100 will be carried forward to the following month.
9.8 Payments amounting to or exceeding 2000 € will be subject to an identification request (proper ID document and/or company registration certificate) which the Affiliate is obliged to fulfil before the transaction can be made.Without prejudice to the foregoing, the Company may at any time request such information pursuant to Section 3.2 above
9.9The Company will pay the Affiliate a Commission equivalent to the rates and calculations applicable to its Commission Structure, as indicated below, which may change from time to time:
9.10The Company reserves the right to reduce the Affiliate’s future Commission with a 24 (twenty-four) hours written notice if;
9.10.1the Affiliate substantially reduces its efforts to promote the Company,
9.10.2 the existing Commission plan results in a financial loss to the Company,
9.10.3the Affiliate does not generate a minimum of six (6) new depositing Players in a period of three (3) months, and/or
9.10.4in the event of legal and/or regulatory changes to a market.
9.11In case of overpayment, the Company reserves, without prejudice to any other rights, the right to request that the Affiliate refunds the difference, or deduct the corresponding amount of overpayment to the Affiliate from the following month’s Commission, and each month thereafter, until the debt is repaid in full.
9.12In case of underpayment, the Company reserves, without prejudice to any other rights, the right to add the corresponding amount of underpayment to the Affiliate’s Commission in the following calendar month.
9.13Any negative earnings that may be a result of a net win by the Players referred from the Affiliate will not be carried forward to the following month. The Commission will be reset to zero (0) at the 1st of every month.
9.13.1Clause 9.13 will not be valid for any Player/s that generates a net win from the Company over €10.000 during one calendar month. The Affiliate may then choose to remove the Player from the affiliate account, or quarantine that Player until the Company’s net loss is recovered.
9.14The Affiliate understands and accepts that the real-time data in the technical platform are merely approximate. Ten (10) working days after the beginning of the following calendar month, a consolidated statement for the previous calendar month containing the aggregated and accurate data related to the Affiliate’s Commission will be available via the technical platform.
9.15 If there is a pending payment due to an Affiliate for a period of three years or more as a result of incorrect payment details, missing payment details, invalid or no-longer valid payment details and the Affiliate has not responded to all reasonable contact attempts made by the Company, the payment will be cancelled.
10.TERMINATION OF THIS AGREEMENT
10.1Each Party has the right to Terminate this Agreement at any time without cause with one (1) month written notice.
10.2This Agreement can be terminated by the Company at any time with immediate effect should it be deemed, at the sole discretion of the company, the Affiliate fail to comply with its obligations in accordance with this Agreement.
10.3Notice of termination shall be given in writing by either Party to the other. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification and the Agreement shall accordingly terminate with immediate effect.
10.4Upon termination all rights granted to the Affiliate in any form in terms of this Agreement shall immediately terminate, regardless of whether or not the Company continues to permit activity (generation of revenue) from Players directed by the Affiliate after termination.. The Affiliate must immediately remove any reference to the Company’s website(s) or promotions or Player offers from its website(s), and disable any form(s) of traffic or links from its website(s) or traffic sources to same.
10.5 Upon termination, due to breach of this Agreement, in particular, but not limited to entire section of 3.2, 6.3, 6.6, 6.7 6.10, 10.8, 10.9.3.3 and 11.4, by the Affiliate, the Affiliate shall not be entitled to receive Commission(s) resulting from any Player Net Revenue, for the current month in which Termination occurred, or for any subsequent month(s) after termination date, regardless of whether or not the Company continues to permit activity (generation of revenue) from Players directed by the Affiliate after termination.
10.6If the Company continues to permit activity (generation of revenue) from Players directed by the Affiliate after termination, this shall not be construed to constitute a continuation or renewal of this Agreement or a waiver of termination.
10.7The Affiliate and the Company, their electronic cash provider, suppliers, contractors, agents, directors, employees, and representatives shall be released from all obligations and liabilities to each other occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination, as set out in this Agreement. Termination will not exculpate the Affiliate from any liability arising from any breach of this Agreement that occurred prior to termination.
10.8The Company may terminate this Agreement if it is determined at the Company’s sole discretion that the Affiliate’s website(s) is unsuitable. Unsuitable website(s) are, deemed to be, but not limited to, those sites that are aimed at children, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities, or are otherwise considered by the Company to bring the Company into disrepute, or prejudice the interests of the Company in any way.
10.9 Sale of Affiliate Business, Website or Domain;
10.9.1The Company recognises that an Affiliate may wish to sell its Affiliate business, website and/or domain to a third party.
10.9.2The Company reserves the right to discontinue the Affiliate account and/or terminate this Agreement, should the Company deem in its sole discretion that the Purchasing Company of the Affiliate business, website and/or domain is in violation of any terms outlined in this Agreement or otherwise not approved by the Company.
10.9.3If an Affiliate wishes to sell or otherwise dispose of the ownership of its Affiliate business, website and/or domain to the Purchasing Company, the Affiliate shall be required, prior to completing the sale or transfer or ownership, to:
10.9.3.1Give the Company no less than 15 (fifteen) days prior written notice of such intention, simultaneously provide such details as the Company may request/require (which shall include, but not be limited to, the full details of the intended Purchasing Company) and furnish the Company with an irrevocable consent and authority to pay the selling Affiliate’s Commission, after the sale is completed, to the Purchasing Company.
10.9.3.2Make the deed of sale subject to the condition that the Company approves such purchaser as an Affiliate of the Affiliate Program and that such intended Purchasing Company shall, subject to the Company’s approval (at the Company’s sole discretion) join the Affiliate Program.
10.9.3.3If the Company rejects the intended Purchasing Company as an Affiliate of the Affiliate Program and the selling Affiliate nevertheless decides to proceed with the sale, the Company shall terminate this Agreement insofar as it relates to the selling Affiliate, the business, website and/or domain sold and/or the purchaser.
10.10Death of Affiliate This Agreement shall be automatically terminated in the event of the Affiliate’s death, including any Commission rights under this Agreement. For avoidance of doubt, the Company is not liable for any sums that may have accrued to the deceased Affiliate as Commission prior to his/her death and the Affiliate acknowledges and agrees that the Company shall not be obligated to pay the Affiliate’s estate and/or beneficiaries any outstanding Commission. The Affiliate hereby waives (on his/her behalf and on behalf of his/her estate, heirs, beneficiaries, successors or assigns) any rights that he/she (or they) may have to any further sums of money and/or Commission under this Agreement.
11.RELATIONSHIP BETWEEN THE PARTIES
11.1The Affiliate and the Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. The Affiliate shall have no authority to make or accept any offers or representations on the Company’s behalf. The Affiliate shall not make any statement, whether on the Affiliates site or otherwise, that conflicts with this clause.
11.2The Affiliate will not be treated as an employee with respect to any law, ordinance, rule, or regulation of any country whatsoever.
11.3The Affiliate shall not make any claims, representations, or warranties in connection with the Company and the Affiliate shall have no authority to, and shall not, bind the Company to any obligations outside of this Agreement, unless agreed to in writing by the Company.
11.4Affiliate is solely responsible for payment of any and all taxes and/or fees that may arise in connection with the Commission earned under this Agreement. The Affiliate warrants that it will pay any such applicable taxes and/or fees and the Affiliate shall keep the Company harmless from any claims whatsoever in this regard as set out in clause 12.1 below. If the cost is not covered by the Affiliate the Company may at its sole discretion terminate the Agreement and clause 10.4 can come into effect.
12. INDEMNITY, DISCLAIMERS & LIMITATION OF LIABILITY
12.1 The Affiliate shall defend, indemnify, and hold the Company and their electronic cash providers, suppliers, contractors, agents, directors, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including reasonable attorney’s fees, resulting from, arising out of, or in any way connected with:
12.1.1Any breach by the Affiliate of any warranty, representation, or agreement contained in this Agreement;
12.1.2The performance of the Affiliate’s duties and obligations under this Agreement;
12.1.3 The Affiliates negligence; or;
12.1.4 Any injury caused directly or indirectly by the Affiliate’s negligent or intentional acts or omissions, or the unauthorised use of the Company’s banners and links, or this Affiliate Program.
12.2In addition to clause 12.1, the Affiliate will indemnify and hold the Company harmless from all claims, damages, and expenses (including, and without limitation, attorneys’ fees) relating to the development, operation, maintenance, and contents of the Affiliate’s website(s).
12.3The Company makes no express or implied warranties or representations with respect to the Affiliate Program, the Company or Commission payment arrangements (including, without limitation, their functionality, warranties of fitness, merchantability, legality, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, the Company makes no representation that the operation of its website(s) (including service and tracking) will be uninterrupted or error-free. The Company will not be liable for the consequences of any such interruptions or errors.
13.1This Agreement will be governed by the laws of Finland, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought on the Åland Islands, Finland and the Affiliate irrevocably consents to the jurisdiction of its courts.
13.2Both Parties shall give each other their mutual support in the giving of effect to the spirit, purport and object of this Agreement.
13.3The Company’s failure to enforce the Affiliate’s strict performance of any provision of this Agreement will not constitute nor be construed as a waiver of the Company’s right to subsequently enforce such provision or any other provision of this Agreement.
13.4This Agreement will stay in effect for so long as the Company makes this service available, unless this Agreement is terminated prior thereto pursuant to any right of termination set out in this Agreement.
13.5The Company may amend, alter, delete, or add to any of the terms and conditions contained in this Agreement at any time and at the Company’s sole discretion. Such amendments, alterations, deletions, or additions may be made on the basis that such amendments, alterations, deletions or changes are being made for the purposes of ensuring the financial and operational stability of the Company.
13.6Any amendments, alterations, deletions, or additions to this Agreement shall be effective immediately upon notice, where such notice will be sent to the Affiliate via e-mail or by display on the Company’s website(s), and where possible, Affiliates will be notified in writing thirty (30) days prior to such addition / amendment / alteration / deletion is to come into effect. Should the amendments essentially increase the obligations upon the Affiliate, which is not required by law, the Affiliate may terminate this Agreement with one month’s written notice.
13.7 This Agreement has been drafted in English and may be translated into other languages. In the event of ambiguity between the English version and other language versions, the English version has priority.