1. INTRODUCTORY PROVISIONS
1.1. By creating an account on the website karavan.partners and selecting the checkbox indicating "I have read and agree to the Terms & Conditions, Data Protection, and Cookie Policy" during the registration process, you confirm that you have thoroughly reviewed, comprehended, and consent to abide by the terms outlined in this Affiliate Agreement ("Agreement"). This Agreement constitutes a legally binding contract between the Company (“the Company”) and yourself ("Affiliate"). For the purposes of this Agreement, the Company and the Affiliate will be individually referred to as a "Party" and collectively as the “Parties”
1.2. Modifications to this Agreement: the Company reserves the right to change, amend, or modify this Agreement at its discretion. In the event of any such changes, the Company will release the updated version on the website karavan.partners, update the effective date, and notify active Affiliates via email ten (10) days before the revised Agreement takes effect. If an Affiliate disagrees with the updated Agreement, they must terminate this Agreement. The Affiliate's ongoing participation in the Affiliate Program following the effective date of the revised Agreement will be construed as acceptance of the updated terms.
1.3. Definitions and Interpretation
"Advertisement" refers to marketing or creative materials, including but not limited to banners, generated direct links, reviews, landings, etc., provided or made available by one Party to the other Party. These materials are designed to attract potential Referred Customers through the Link(s) to the Website(s).
"Admin Fee" represents a fee deducted by the Company, amounting to 5% of each deposit/payment made by a Referred Customer on any of the Websites. This fee is applicable solely to the Revenue share model.
"Affiliate Manager" refers to a designated representative or personnel appointed by the Company, responsible for managing and overseeing the Affiliate Program. The Affiliate Manager serves as the primary point of contact between the Company and the Affiliate, providing support, guidance, and facilitating communication. Their role includes addressing queries, assisting with promotional strategies, monitoring performance, and ensuring compliance with the terms and conditions outlined in this Agreement.
“Affiliate Program” denotes the affiliate program presented by the Company, as outlined in Section 2.2 below. Under this program, the Affiliate undertakes to promote and advertise the Brands, attracting direct Referred Customers to the Website in exchange for Remuneration, as per the terms of this Agreement.
“Affiliate Site” refers to the website(s), mobile or app site(s), or other methods employed by the Affiliate to direct traffic. These are owned, controlled, or operated by the Affiliate and specified in their application to join the Affiliate Program.
“Affiliate's Account” represents an account established by the Affiliate on the karavan.partners website for accessing the Affiliate Program.
“Baseline” signifies the minimum deposit amount that triggers the CPA.
“Brands” encompasses any brands, whether registered or unregistered, owned and/or licensed to the Company.
“Claim” holds the meaning ascribed in Section 5.2.
“Remuneration” refers to the monetary compensation paid by the Company to the Affiliate for the provision of Services in accordance with the terms outlined in this Agreement.
“Confidential Information” encompasses all information disclosed by the Company to the Affiliate pertaining to the Company’ business or its business relationship under this Agreement. This includes, but is not limited to, information concerning Website(s), Brands, finances, products, services, customers, and suppliers. Such information is conveyed by the Company to the Affiliate, either directly or indirectly, in oral, written, or any other form.
Confidential Information excludes information that: (i) becomes public without breaching this Agreement by the Affiliate; (ii) was in the possession of the Affiliate before receiving it from the Company; (iii) is obtained by the Affiliate from a third party not under an obligation of confidentiality to the Company; (iv) is independently developed by the Affiliate without utilizing any Confidential Information of the Company; or (v) is permitted to be disclosed by the Company in writing.
“CPA” or “Cost Per Action” denotes a specific type of the Affiliate Program wherein the Company pays for each specified action linked to the Advertisement.
"CPL” or “Cost Per Lead” represents a specific type of the Affiliate Program in which the Company compensates for each Referred Customer registered on the Website via Single Opt-In/Double Opt-In.
“Data Protection Laws” refers to any applicable data protection or privacy laws and regulations, subject to amendments or replacements over time. This includes, but is not limited to: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation or “GDPR”) as implemented by countries within the European Economic Area; (ii) data protection laws applicable in the geographical location from which the Affiliate refers Referred Customers to the Website under the Affiliate Program; (iii) Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 (Directive on privacy and electronic communications) and any implementations into the legislation of the respective EU Member State; and/or (iv) other laws or regulations that are similar, equivalent to, successors to, or intended to implement the laws or regulations applicable to the Affiliate regarding the transmission and processing of Personal Data under or in relation to the Agreement.
“Force Majeure Event” shall have the meaning assigned in Section 10.1.
“Fraud” refers to a deliberate act by a Qualified Customer and/or the Affiliate aimed at obtaining money from the Company and/or the Website Owner through either (i) intentional deception or (ii) violation of the Website's Rules, including but not limited to Terms and Conditions and other applicable documents.
“GEO” denotes the agreed-upon territories from which a Referred Customer is referred by the Affiliate. The list of GEO is specified by the Company.
“Good Industry Practice” signifies the utilization of standards, practices, methods, and procedures, along with the exercise of a degree of skill, care, diligence, prudence, and foresight. These practices are reasonably and ordinarily expected from a skilled and experienced professional provider of digital marketing and traffic acquisition services in similar circumstances.
“Hybrid Affiliate Program” represents a specific type of Affiliate Program that combines the characteristics of Revenue Share and CPA.
“Intellectual Property Rights” encompasses, without limitation, patents, know-how, trademarks, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in designs, database rights, and all other intellectual property rights. These rights may be registered or unregistered, including applications and rights to apply for, renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection existing or future in any part of the world.
“Material breach” signifies any violation of the terms and conditions of this Agreement and/or an act of gross negligence or willful misconduct by either Party. This includes but is not limited to spamming, breach of marketing rules, and fraud.
“Net Revenue” represents the revenue generated by the Company from Referred Customers during the Settlement Period. This is net of bonuses, royalties to the Website(s) owner(s), and cashbacks, discounts, returns, and applicable taxes, if any.
“Personal Data” encompasses any information related to an identified or identifiable natural person (“data subject” as defined in the applicable Data Protection Laws).
“Purpose” refers to the objective of promoting and advertising the Website with the intention of attracting potential Referred Customers through the Link(s) to the Website(s).
“Referred Customer” describes a user who accesses the Website by clicking a Link, registers on the Website, and has neither had nor currently has an account on the Website.
“Renewal Terms” holds the meaning ascribed in Section 4.1.
“Revenue share” denotes a specific type of the Affiliate Program where Net Revenues generated from Referred Customers in the Settlement Period are distributed between the Company and the Affiliate based on a pre-agreed percentage determined during communication between the Parties.
“Qualified Customer” represents a Referred Customer who makes a deposit, as agreed within the specific Affiliate Program, on the Website within the agreed period and maintains this deposit on the Website. This definition excludes the Affiliate, its employees, and other individuals specified in clause 3.2.15 of these Terms. Importantly, a user does not qualify as a Qualified Customer for a Website if they have previously registered an account on that Website.
“Settlement Period” defines a period during which Services are provided, commencing at 00:00:00 AM on the first day of the calendar month and concluding at 11:59:59 PM on the last day of the calendar month (time: GMT +0).
“Services” carries the meaning assigned in Section 2.1.
“SPAM” or “Unsolicited Advertisement” refers to an Advertisement, including but not limited to content that (i) derogates or distorts a nation, race, or of derogatory nature based on a person’s sex, sexual orientation, race, or nation; and/or (ii) is of pornographic, indecent, immoral, or otherwise offensive nature; and/or (iii) is defamatory, libelous, or slanderous; and/or (iv) promotes ethnic or religious hostility or intolerance; and/or promotes violence, political unrest, or war; and/or (v) endangers national or international security, national integrity, or the constitutional order of any country; and/or falsely expresses or implies sponsorship or endorsement by the Company; and/or (vi) may be deemed malicious or harmful, potentially damaging any electronic system or network, containing viruses, Trojans, spy programs, steal-ware, cookie-stuffing, any form of click-fraud, or generally malware of any kind; and/or (vii) is sent to a Referred Customer without their prior due consent, if consent is required under applicable laws, in the case of email or SMS marketing.
“Subcontractors” holds the definition as outlined in Section 2.3.
“Website(s)” refers to an online information resource with a unique URL address. It encompasses a collection of interconnected web pages sharing common subject characteristics and intended for the publication of information on the Internet. Ownership, licensing, and/or operation of these websites are attributed to the Company.
1.4. In this Agreement, unless expressly stated otherwise:
(a) a statute or statutory provision includes a reference to the statute or statutory provision as altered, re-enacted, or both, from time to time, and any subordinate legislation made under it;
(b) Clauses, Schedules, and/or parties refers to Clauses of and Schedules and/or the Parties to this Agreement, respectively;
(c) a document is a reference to the document as supplemented, novated, or varied from time to time;
(d) reference to a party, upon any assignment or other transfer permitted by this Agreement, is to be construed to include those successors and permitted assigns or transferees;
(e) the singular includes the plural and vice versa, and the masculine includes the feminine and the neuter genders and vice versa;
(g) in case of any conflict, ambiguity, or inconsistency between the Clauses and the Schedules, the Clauses will take precedence;
(i) writing includes email or Skype but excludes fax transmission, telegram, and all other electronic means of written communication.
1.5. The contents page and headings utilized in this Agreement are included for convenience only and do not impact the interpretation of this Agreement.
1.6. In this Agreement, any phrase introduced by the words "include," "including," "includes," and "such as" is to be considered illustrative and does not limit the sense of the words preceding those words.\
2. PROVISION OF SERVICES
2.1. The Affiliate is obligated to furnish digital marketing and traffic acquisition services, collectively referred to as the "Services". The Company, in turn, undertakes to remunerate the Affiliate for these Services based on the selected Affiliate Program(s), the terms and conditions delineated in this Agreement, and any supplementary terms mutually consented to in writing through the designated communication channel.
2.2. Within the Affiliate's Account, the Affiliate possesses the option to select any or all of the available Affiliate Program types. The Parties shall engage in written discussions via the chosen communication channel to deliberate on the interests, rates, and additional terms and conditions associated with each specific Affiliate Program type. The potential types of Affiliate Programs may encompass:
2.2.1. Revenue Share:
Revenue Share with static percentage: the Company shall pay the Affiliate agreed rate from the Net Revenue generated from the Referred Customers during each Settlement Period.
Revenue Share with dynamic percentage: the Company shall pay the Affiliate the agreed rate from the Net Revenue generated from the Referred Customers during each Settlement Period, depending on the number of Referred Customers acquired during each Settlement Period. Namely: 25% for 0-9 Referred Customers, 35% for 10-39 Referred Customers, 45% for more than 40 Referred Customers per calendar month.
2.2.2. Cost Per Action:
Aggregated Baseline: The Company shall pay the Affiliate agreed amount per each Qualified Customer (depending on the traffic source and GEO), who makes one or several deposits, cumulatively in the amount no less than agreed during each Settlement Period.
Baseline: The Company shall pay the Affiliate the agreed amount per each Qualified Customer (depending on the traffic source and GEO), who makes a first deposit in the agreed amount per each Qualified Customer (depending on the traffic source and GEO), who makes the first deposit in the amount no less than agreed amount of EUR during each Settlement Period.
Dynamic CPA: the Company shall pay the Affiliate agreed amount of EUR per each Qualified Customer depending on the number of Qualified Customers acquired on a daily basis.
2.2.3. Hybrid Affiliate Program:
Hybrid Affiliate Program means a type of Affiliate Program which combines CPA and RevShare. Please note that in the case of the Hybrid Affiliate Program, the negative RevShare balance cannot be compensated at the cost of CPA balance.
2.2.4. Cost Per Lead:
the Company shall pay the Affiliate agreed amount per each Referred Customer (agreed amount of EUR for Single Opt In / Double Opt In Registration).
2.2.5. Flat Fee:
the Company shall pay the Affiliate the fixed Remuneration in EUR.
2.3. The Affiliate has the option to enlist subcontractors (referred to as "Subcontractors") for the purpose of disseminating the Company' Advertisements across the Internet.
2.4. The Company confers upon the Affiliate a non-exclusive, transferable, and revocable license, permitting the use, reproduction, transmission, and distribution of Advertisements exclusively for promotional purposes in alignment with the terms outlined in this Agreement (referred to as the "Permitted Use").
2.5. The Company acknowledges that Advertisements supplied by the Company may be transferred, used, and/or modified by Subcontractors engaged in rendering Services as per this Agreement, subject to prior written approval from the Company.
2.6. The Company, the Affiliate, and Subcontractors hold the entitlement to generate any Advertisements under this Agreement. The Affiliate bears the responsibility for ensuring that Advertisements, created by itself and/or Subcontractors, comply with applicable legislation and the terms of this Agreement.
2.7. The Affiliate explicitly assures that neither the Affiliate nor Subcontractors will use and/or modify Advertisements provided by the Company in any manner contrary to the Permitted Use or in violation of applicable legislation and/or conditions stipulated in this Agreement. The Affiliate assumes sole liability for any breach of the Permitted Use and/or non-compliance with applicable legislation by the Subcontractors.
2.8. Non-Exclusivity: This Agreement is non-exclusive and does not impede or limit either Party from entering into similar or different agreements with third parties.
2.9. Affiliate's Account: To partake in the Affiliate Program, the Affiliate must establish an account on the karavan.partners website. The Affiliate is obligated to maintain the confidentiality, safety, and security of their account login details. They shall be solely accountable for any unauthorized use of their account login details and for all activities on the Affiliate's Account, whether authorized by the Affiliate or not. The Affiliate must promptly inform the Company of any suspected illegal or unauthorized use of their Affiliate's Account.
2.10. Affiliate Site: The Affiliate Site participating in the Affiliate Program must adhere to the following stipulations:
2.10.1. It is prohibited from endorsing or facilitating violence and hate speech.
2.10.2. It should not endorse or facilitate discrimination based on various criteria such as age, anthropometric measures, body composition, caste, color, criminal record, height, disability, ethnicity, family status, gender identity, generation, genetic characteristics, marital status, nationality, race, religion, political views, sex, and sexual orientation.
2.10.3. It must refrain from incorporating material or content that is objectively deemed as abusive, derogatory, defamatory, discriminatory, embarrassing, harassing, harmful, hateful, libelous, misleading, obscene, offensive, profane, racist, sexist, or threatening.
2.10.4. It is prohibited from featuring illegal pornography or any other illegal sexual content.
2.10.5. It should not include deceptive, false, or misleading content, encompassing deceptive claims, offers, or business practices.
2.10.6. It must not harbor viruses, spam, malware, algorithms, logic bombs, or any other harmful software or code.
2.10.7. It should not endorse or facilitate the illegal use of drugs and other medical supplies.
3. PARTIES' RIGHTS AND RESPONSIBILITIES
3.1 The Affiliate is obligated to:
3.1.1. Designate a responsible authorized representative to address current issues pertaining to the provision of Services outlined in this Agreement.
3.1.2. Deliver Services diligently, honestly, and in good faith, consistently meeting the requirements delineated in the Agreement and adhering to Good Industry Practices.
3.1.3. Ensure the commencement of the placement of Advertisement(s) and Brands on Internet resources in accordance with the terms of this Agreement.
3.1.4. Abstain from utilizing any Advertisement(s) and Brands in a fraudulent, illegal, or inappropriate manner, acting in good faith.
3.1.5. Ensure compliance with the following conditions in all Advertisements and/or Promotional materials, whether generated by the Company or created/modified by the Affiliate and/or Subcontractors:
3.1.6. Decline the acceptance and placement of Advertisement(s) if they exhibit signs of SPAM or Unsolicited Advertisement, or blatantly deviate from generally accepted moral and ethical standards. Such refusal should be communicated to the Company in writing (including via e-mail).
3.1.7. Provide the Company with reports upon request, using the means and format specified by the Company.
3.1.8. Manage the Affiliate Site under its own name, bearing the expenses and responsibilities for the development, operation, and maintenance of the Affiliate Site, including all materials featured on it, and ensuring the proper functioning and maintenance of the Link.
3.1.9. Deliver Services using customary means (e.g., IP-Geolocation) to restrict the provision of Services to the agreed GEO.
3.1.10. Adhere to all applicable laws, rules, and regulations.
3.1.11. Be prepared to furnish the Company, upon request at any time, with a copy of their ID, billing address, and/or other pertinent documents.
3.2. The Affiliate is obligated not to:
3.2.1. Utilize the Brands, Website, or Advertisement for any purpose other than the intended Purpose;
3.2.2. Replicate the Website or any of its content, except as allowed by this Agreement and essential for fulfilling the Purpose;
3.2.3. Employ the Advertisement and/or Brands in a manner that could damage the Company or its trademarks, copyrights, goodwill, and/or branding;
3.2.4. Direct a user to the Website using misleading promises, actions, or functionalities;
3.2.5. Incentivize a user with money, prizes, or rewards for clicking on the Advertisement, visiting the Website, or registering an account on the Website, unless specified by the Company;
3.2.6. Deploy automated scripts, computer programs to simulate user clicks on the Advertisement or simulate the registration of the Referred Customer on the Website.
3.2.7. Portray or give the impression that Affiliate Site(s) is associated with the Company in any way;
3.2.8. Create an Affiliate's Account on behalf of a third party or transfer an Affiliate's Account to a third party without prior written approval from the Company.
3.2.9. Register a new Affiliate's Account if the previous account had been closed due to a Material breach of this Agreement;
3.2.10. Register more than one account on the website karavan.partners without obtaining prior written approval from the Company. In the event that the Affiliate creates additional accounts, they are obligated to promptly inform the Affiliate Manager about the reasons for such creation. Failure to comply with this policy may lead to account suspension or termination, as stipulated in the Terms and Conditions.
3.2.11. Modify, amend, or alter Advertisement(s) in the Affiliate's Account without prior written approval from the Company.
3.2.12. Adjust, amend, or alter the tracking link provided by the Company, including variables, text, metrics, and parameters after the tracking link text. The Affiliate may not modify, amend, or alter the tracking link text itself (including protocol, domain, and path). If options like "Use sub_id" and/or "Use click_id" are included, the Affiliate may modify or change the query string (link text after the question mark). The Company is not responsible for missed conversions resulting from changes to the tracking link.
3.2.13. Use any device, robot, spider, software, routine, or similar method to interfere or attempt to interfere with the proper functioning of the Website(s) or the website karavan.partners;
3.2.14. Be below the age of eighteen (18);
3.2.15. Refer friends, immediate family members, spouses, partners, and housemates to the Website(s) promoted via the Company;
3.2.16. Direct user(s) to the Website(s) using marketing or creative materials that are not provided or approved for use by the Company unless permitted in writing by the Company;
3.2.17. Engage in any actions intended, or reasonably expected, to harm the Company or its reputation or that would reasonably lead to unwanted or unfavorable publicity for the Company.
3.3. The Company shall:
3.3.1. Ensure the appointment of a responsible authorized representative to address current issues pertaining to the provision of Services under this Agreement.
3.3.2. Timely and fully remunerate the Affiliate for their Services as outlined in this Agreement.
3.3.3. Provide the Affiliate with timely and necessary information and materials, in accordance with applicable legislation, essential for the execution of this Agreement.
3.3.4. Promptly communicate all changes related to previously provided materials and information to the Affiliate.
3.3.5. Decline acceptance of Services provided by the Affiliate if such Services violate the terms and conditions specified in this Agreement.
3.3.6. Act to enhance the Affiliate's reputation, conducting business in a manner that consistently reflects positively on the Affiliate's good name, goodwill, and reputation, refraining from any actions that may hinder or harm the same.
3.3.7. Furnish the Affiliate with available statistics accessible through their Affiliate`s Account on the website karavan.partners.
4. DURATION AND CESSATION
4.1. Term. This Agreement will commence upon the creation of the Affiliate's Account on the website karavan.partners and shall remain in effect until terminated as per the specified terms herein.
4.2. Termination for Convenience. The Affiliate reserves the right to terminate this Agreement by closing the Affiliate's Account on the website karavan.partners. Either Party may terminate this Agreement at any time without cause by providing 10 (ten) calendar days' written notice to the other Party.
4.3. Termination for Material Breach. Either Party may terminate this Agreement by providing 7 (seven) calendar days' written notice if the other Party commits a Material breach, not remedied within the specified period. In case of a breach, the Company can suspend and/or block access to the Affiliate`s Account and/or Remuneration accrual until the breach is rectified by the Affiliate.
4.4. Termination for Liquidation. Either Party may terminate this Agreement by providing 5 (five) calendar days' written notice if the other Party undergoes winding up, voluntary liquidation, voluntary arrangement with creditors, appointment of a receiver, administrative receiver, or administrator, or is deemed unable to pay debts.
4.5. Effect of Termination. Upon termination, the Affiliate must cease all activities, destroy materials and Confidential Information provided by the Company, and submit an invoice for outstanding payments. The Company, post-termination, retains access to the Affiliate`s Account and account(s) of its respective Subcontractors. the Company is not liable for future commissions, goodwill, investments, advertising, or promotional costs after termination.
5. REMUNERATION, PAYMENT, AND TAX LIABILITY
5.1. Payment and Remuneration:
5.1.1. The Affiliate shall receive payment for the Services provided under this Agreement, known as the "Remuneration" after deducting the Admin Fee (if applicable). The Remuneration amount is determined based on the chosen Affiliate Program type and agreed-upon rates.
5.2. Verification of Qualified Customers:
5.2.1. All Qualified Customers undergo verification by the Website's Anti-Fraud Department to ensure compliance with specified requirements. If the Anti-Fraud Department identifies Fraud, non-compliance with agreed terms, or the creation of a multi-account, the Company may present a Claim to the Affiliate, detailing the circumstances and the amount of Remuneration involved. The Company reserves the right to reject Qualified Customers and waive any associated payments.
5.2.2. If the Affiliate refers a Referred Customer from an unagreed GEO, the Company has discretionary power to decide the Remuneration payment for such Referred Customer.
5.3. Invoice Issuance and Payment:
5.3.1. The Affiliate must issue an invoice within 30 calendar days after the Settlement Period's end. The Company commits to making payment to the Affiliate within 30 calendar days of receiving the invoice.
5.4. Compensation Post-Termination:
5.4.1. Despite Agreement termination, the Company agrees to compensate the Affiliate for all Qualified Customers referred before the termination date. If a Referred Customer becomes a Qualified Player after termination, the Company shall pay the Affiliate according to the established rate.
5.5. Minimal Remuneration Amount:
5.5.1. For wire transfer – not less than EUR 500.00.
5.5.2. For alternative payment methods, agreed upon via email or ticket – over EUR 100.00.
5.6. Certification of Services:
5.6.1. The Affiliate's invoice serves as certification for the performance of Services. The Company' payment of the invoice confirms the full provision and acceptance of the Services.
5.7. No Negative Carryover:
5.7.1. This clause applies if preliminarily agreed with the Company; otherwise, it is not applicable. Negative balances from one Settlement Period do not carry over to subsequent periods or different Affiliate Programs or Websites.
5.8. Remuneration Claim Timeline:
5.8.1. If the Affiliate claims Remuneration after 12 months from its occurrence, the Company reserves the right to pay within 6 months of receiving the claim.
5.9. Tax Compliance:
5.9.1. Both Parties agree to comply with applicable tax laws. The Affiliate is responsible for social security contributions, taxes, and other fees payable under the Agreement.
5.10. Preliminary Check for Material Breach:
5.10.1. Before the first payment, the Company will check for any Material Breaches by the Affiliate. If none exist, payment will be sent; otherwise, clause 4.3 will apply.
5.11. High Roller Policy:
5.11.1. Negative Remuneration revenue generated by a Referred Customer deemed a "High Roller" will be offset against future Remuneration revenue from that customer.
5.11.2. Criteria for High Roller status include generating negative Remuneration revenue of at least €30,000 in a month, with the Affiliate's aggregate Remuneration revenue for that month being negative.
5.11.3. The negative balance of a High Roller will be reduced by future positive Remuneration -able revenue they generate in subsequent months.
6. PROTECTION OF CONFIDENTIAL INFORMATION
6.1. Nondisclosure Obligation: The Affiliate commits to refrain from disclosing, reporting, publishing, or transferring any information obtained during the Agreement's execution about the Company' business or activities. This obligation extends to entities controlled by the Affiliate and individuals associated with them.
6.2. Use Limitations: During the Agreement term and for three years afterward, the Affiliate shall not use or disclose any Confidential Information for purposes other than executing the Services.
6.3. Ownership Acknowledgment: The Affiliate acknowledges that all Confidential Information remains the exclusive property of the Company.
6.4. Duty of Care: The Affiliate agrees to exercise a degree of care and reasonable precautions to prevent unauthorized disclosure, equivalent to the care applied to its own similarly important Confidential Information.
6.5. Legal Disclosure: If compelled by law, regulation, court order, or legal process to disclose Confidential Information, the Affiliate will promptly notify the Company and make reasonable efforts to ensure confidential treatment.
6.6. Post-Termination Actions: Upon Agreement termination or at the disclosing Party's request, the Affiliate will return all Confidential Information and tangible property, and delete all related copies in their possession or control.
6.7. Immediate Remedies: Both Parties recognize that a violation of this section would cause immediate harm. In such cases, the harmed Party is entitled to injunctive relief without the need for proof of actual damages or posting bond. This remedy is not exclusive and supplements other available legal or equitable remedies.
6.8. Breach Resolution: If the Affiliate breaches these obligations, prompt rectification is required, not later than two calendar days after the Company issues a notice. Failure to rectify may lead to indemnification for damages resulting from the breach of Confidential Information preservation.
7. OWNERSHIP OF INTELLECTUAL PROPERTY AND TRADEMARKS
7.1 Ownership
The Affiliate acknowledges that all intellectual property rights related to the products, services, and Brands offered by the Company are exclusively owned by the Company. During the agreement's validity, the Affiliate agrees not to attempt the registration of any trademarks, service marks, logos, brand names, trade names, domain names, or slogans resembling the Brands.
7.2 Grant of Rights
The Company grants the Affiliate a non-exclusive, revocable sub-license, allowing the use, public display, performance, distribution, and display of the Brands. This grant is for promotional and marketing purposes in accordance with the agreement's terms and the Company' issued guidelines.
7.3 Intellectual Property Rights
Any intellectual property rights, including copyrights and rights to names, Brands, designs, or inventions created by the Affiliate during service, belong to the Company without limitations. The Affiliate commits to release, transfer, or destroy such rights upon the Company' demand, without the right to compensation, even after agreement termination.
7.4 Infringement of Intellectual Property Rights
If the Affiliate becomes aware of any actual or alleged infringement of the Company' Brands or intellectual property rights by a third party, they shall promptly notify the Company. No legal proceedings shall be initiated without the Company' prior written consent.
8. PROTECTION OF PERSONAL DATA
8.1 Compliance with Data Protection Laws
Both Parties shall fully comply with applicable Data Protection laws, including the GDPR when applicable, when processing Personal data.
8.2 Handling of Personal Data
Parties shall not collect, transmit, process, or use Personal Data from Referred Customers in any manner violating Data protection laws, regulations, Good Industry Practices, or privacy policies.
8.3 Security Measures
Each Party shall implement suitable technical and organizational measures to ensure the security of Personal Data in relation to the activities under this Agreement.
9. STATEMENTS AND ASSURANCES
9.1 Acceptance and Compliance
Each Party agrees to be bound by and fully understands the terms and conditions of this Agreement. They commit to comply with applicable rules, laws, and regulations and possess the authority to enter and fulfill the obligations of this Agreement.
9.2 No Warranty of Uninterrupted
Operation Neither Party warrants error-free or uninterrupted operation of their websites or media means, and neither shall be liable for consequences resulting from such errors or interruptions not caused by the other Party's fault, mistake, negligence, or willful misconduct.
10. FORCE MAJEURE
10.1. Neither Party shall be held accountable for any delay or failure in performance arising from circumstances beyond its reasonable control, collectively termed a “Force Majeure Event.” These include, but are not limited to, strikes, labor disputes, riots, insurrections, civil disturbances, fires, floods, storms, explosions, acts of God, war (declared and undeclared), military conflicts, and governmental actions.
10.2. In the event of a Force Majeure Event affecting a Party (the “Affected Party”), immediate written notification to the other Party is required. Subsequently, the obligations of the Affected Party shall be suspended until the cessation of the Force Majeure Event's adverse impact on its performance under the Agreement. If the Affected Party is unable to fulfill its obligations for one month, the other Party may terminate the Agreement by providing 5 calendar days’ prior written notice. The Affected Party shall promptly notify the other in writing after the cessation of the Force Majeure Event’s adverse effect on its performance.
11. RESPONSIBILITIES, LIABILITY LIMITATIONS, AND INDEMNIFICATION
11.1. Each Party is liable to the other for direct damages resulting from a breach of this Agreement.
11.2. Neither Party is liable to the other or any other entity, whether in contract, tort (including negligence, breach of statutory duty, or other tort), or otherwise:
11.2.1. For loss of revenue, business, anticipated savings, or profits, or
11.2.2. For any indirect, special, or consequential loss, damage, costs, or other claims, however caused or arising.
11.3. This Agreement does not exclude or limit liability for:
11.3.1. Death or personal injury caused by negligence; or
11.3.2. Fraud or fraudulent misrepresentation; or
11.3.3. Any other liability not excludable or limitable under applicable law.
11.4. The Affiliate shall provide the Company with reasonable cooperation and assistance in legal proceedings related to this Agreement (including the Website, the Advertisement).
11.5. The Affiliate agrees to defend, indemnify, and hold the Company and its affiliated entities, successors, officers, employees, agents, directors, shareholders, and attorneys harmless from any claims and liabilities. This includes legal and expert fees arising from (i) any negligent or willful acts or omissions by the Affiliate; (ii) any breach of this Agreement by the Affiliate in connection with its representations, duties, and obligations.
11.6. The Affiliate shall compensate the Company for damages, losses, expenses, and costs incurred directly or indirectly due to damage or harm to the Company or its reputation. This applies to any unwanted or unfavorable publicity caused by the Affiliate's actions.
12. INTEGRITY AND ANTI-CORRUPTION PROVISION
12.1. Each Party declares awareness and understanding of the anti-corruption laws applicable worldwide (hereinafter – “Applicable Anti-Corruption Laws”).
12.2. Neither Party shall propose, implement, promise to perform, or permit, in connection with operations under this Agreement, any payment or undue advantage to:
12.2.1. Any Public official or any Political Party (Person); or
12.2.2. Any director, official, employee, representative of the other Party, or their close relatives;
12.2.3. Any other private person or legal entity, knowing that any part of such payments or transfers will be offered, executed, or promised to the specified persons.
12.3. Each Party undertakes that no payment from one Party to the other shall be used to offer or grant any undue pecuniary advantage to any officer of any third party in exchange for signing or promising to sign an agreement with the respective Party.
12.4. Both Parties understand that any violation of clause 12 shall be considered a Material breach of this Agreement.
13. MISCELLANEOUS
13.1. Comprehensive Agreement. This Agreement, along with all its Annexes listed below, constitutes the complete understanding between the Parties concerning the subject matter herein, prevailing over any prior oral or written agreements and understandings on the same subject.
13.2. No Formation of Partnership. This Agreement does not establish, nor shall it be construed to establish, a partnership among the Parties, and none of them is authorized to bind the others in any manner.
13.3. Non-transferability. Without the written consent of the Company, the Affiliate is prohibited from assigning or transferring this Agreement or any part of its interests under this Agreement to any third party.
13.4. Amendments and Modifications. Any alterations or supplements to this Agreement must be in writing and executed by duly authorized representatives of the involved Parties.
13.5. Definitions and Headings. Terms defined with initial capitalization in the Agreement retain the same meaning throughout, unless the context clearly dictates otherwise. Section headings are included for reference convenience only.
13.6. Severability. If any provision or portion thereof in this Agreement is deemed illegal, invalid, or unenforceable in any jurisdiction, it does not affect the legality, validity, or enforceability of the remaining provisions, and the Parties agree to reform, amend, interpret, or apply the invalid provision to achieve the intended economic result.
13.7. Continuation of Obligations. The obligations of the Parties under clauses 3.2.7., 3.2.14., 3.2.17., and Sections 5, 6, 7, 8, 11, and 12 endure beyond the termination or expiration of this Agreement.
13.8. Waiver. Failure by the Company to insist on strict adherence to any of the Affiliate's obligations or to exercise any rights or remedies does not constitute a waiver. A waiver of any default does not extend to subsequent defaults. No waiver by the Company is effective unless expressly stated in writing and communicated to the Affiliate.