These Terms of Service (“Terms”, “TOS”, “Agreement”) constitute a binding agreement between You (hereinafter referred to as the "Affiliate", “Your”, “You”) and (hereinafter referred to as "Yenisei", the “Company”, “We”, “Us” or “Our”) a Cyprus Limited liability company, doing business as “Affmy.com” (hereinfater referred to as “Affmy.com”, “Affmy”) in connection with Your use of and participation in the Affmy affiliate advertising program (the “Affiliate Program” or “Affiliate Referral Program”) and Your use of Affmy.com and the content, products and services offered through the Affiliate Program (collectively with the Affiliate Program, the “Services”) pursuant to one or more Insertion Orders.
Affmy utilizes advertising offers ("Offers") in the form of landing pages, banners, textual links, transactional advertisements, co-registrations or other relevant media. Each Offer is operated by a third-party owners or authorized operators (“Advertisers”, “Partners”) of websites of our Partners (“Program Websites”) and programs of our Partners (“Third-party Affiliate Programs”) featured and made available to You through Affmy. Graphic and textual links to Program Websites and/or other creative materials and tracking links (collectively “Links”) may be provided to particular websites of that Partner and their respective Third-party Affiliate Program, together with additional terms and policies of such Partners expressly incorporated herein. By submitting an application to join Affmy and/or accessing/using Affmy.com, You expressly consent to all the terms and conditions of this Agreement. Upon our request, You agree to sign a non-electronic version of this Agreement.
1. AFFILIATE PROGRAM PARTICIPATION
1.1. Affmy.com provides Affiliate with the ability to earn money from user’s action made after clicking on an advertisement placed by the Affiliate, and such advertisement contains the Affiliate's unique code generated by the Affiliate Program (“Affiliate Code”). Affiliate may earn only from actions, which comply with all the terms of this Agreement, including but not limited to Traffic Quality Requirements stated below, and of applicable Offer posted by Affmy through the Affiliate Program ("Valid Action").
1.2. As part of the subscription process for Affmy.com the Affiliate has selected or been assigned a particular username and password, neither of which may be used by any person other than the Affiliate. Affiliate must truly and accurately complete the subscription form and Affiliate’s account information (and update it accordingly) and not use any aliases or other means to mask Affiliate’s true identity or contact information. Affiliate agree that all actions made through Affiliate’s account are taken by Affiliate, and any other user that accesses the Affiliate Program using Affiliate’s email address and password, at or through the Affiliate Program will be attributed to and legally bind Affiliate, even with respect to acts for which the user had no actual authority or made an error. Affiliate assume all resulting liability from use of the Affiliate Program and any Services available on it by Affiliate or others using Affiliate’s email address and password. If Affiliate suspects its account to be compromised, Affiliate shall immediately contact affiliate manager at Affmy.com. Affiliate also agree not to use any other person’s or party’s account.
1.3. In order to enroll and participate as an Affiliate in the Affiliate Program, Affiliate must be at least eighteen (18) years of age (“Age of Majority”) and/or over the Age of Majority if residing and/or conducting business in states, provinces or countries where the Age of Majority is greater than eighteen (18) years of age. The Affiliate may not participate in the Affiliate Program in any manner if not of the Age of Majority. If Affiliate is a corporation or any other legal entity, all of Affiliate’s shareholders, partners, officers and directors must be at least the Age of Majority. If at any time, Affmy discovers that an Affiliate or any of Affiliate’s shareholders, partners, officers or directors are under the Age of Majority, the Affiliate's account shall be terminated and all earnings due will be forfeited as partial damages for violation(s) of the terms and services of the Agreement.
1.4. Affiliate's participation and use of Affmy is subject to our approval. We reserve the right to reject Affiliate’s application or restrict, deny or terminate Affiliate’s account, Affiliate’s access and use of, and/or any benefits derived from Affiliate’s participation in the Affiliate Program for any reason, including but not limited to the reason that we determine Affiliate's traffic sources or promotional methods unsuitable for the Affiliate Program, or Affiliate's registration information to be misleading, inaccurate or untruthful, or if we suspect Affiliate may breach this Agreement. Affmy may also withhold payment of any commissions and/or other fees that may be or become due or payable to Affiliate.
1.5. Affiliate agrees not to use the Affiliate Program for any purpose that is unlawful or prohibited by this Agreement.
1.6. Affiliate agrees not to operate from a country, state, province or territory in which the distribution and/or sale of adult material is forbidden.
1.7. The Affiliate may engage Sub-Affiliates to distribute Offers of Affmy.com, provided that Affiliate has bound Sub-Affiliates to the same TOS as the Affiliate is bound to under this Agreement. Any breach by a Sub-Affiliate of the TOS will be deemed to be a breach of this Agreement by the Affiliate. It is further acknowledged and agreed between the Parties, that the Affiliate shall be fully responsible for any actions performed by the Sub-Affiliate and hence the Affiliate shall indemnify the Company in case of any damages occurred as a result of the behaviour of the Sub-Affiliate.
1.8. Any advertising campaign and tracking Links shall be live only after a test Valid Action is performed by Affmy’s technical specialist. In case an Affiliate neglects a test Affmy is not liable for any traffic losses or other financial damages resulting from wrong/inaccurate tracking or non-tracking of Valid Actions.
1.9. Any changes to advertising campaign including but not limited to changes in targeting, traffic sources whitelisting/blacklisting, landing pages, creatives and other graphic materials shall be executed by Affiliate within 24 hours after Affmy requests the Affiliate to perform the changes.
1.10. Affiliate is an independent contractor and the relationships between Affmy and Affiliate is not one of employment relationship, doesn’t create a partnership, joint venture, agency franchise, sales representative relationship, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever.
Affiliate represents and warrants to Affmy that:
2.1. Affiliate has legal right and ability to enter into this binding Agreement and use the Services of the Affiliate Program on behalf of Affiliate or any legal entity on which Affiliate claims to act on behalf of, and this Agreement constitutes Affiliate’s legal, valid, and binding obligation, enforceable against Affiliate in accordance with its terms. Subject to the other terms and conditions of this Agreement, Affmy represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Affmy’s own business operations or Offers provided by Affmy.
2.2. During the term of this Agreement and for a period of six (6) months thereafter, the Affiliate will not seek, in any way, to undermine the goodwill of Affmy, and in particular, the Affiliate will not, directly or indirectly: (a) solicit or entice or attempt to solicit or entice, work away from Affmy; (b) solicit or entice or attempt to solicit or entice any of the employees of Affmy to enter into employment service with the Affiliate or a competitor of Affmy; or (c) directly or indirectly enter into any agreement or contract, written or otherwise, with any Partner or otherwise provide services to any third party for the ultimate benefit of a Partner which might, in the opinion of Affmy, compete with any services provided by Affmy to that Partner.
2.3. Affiliate hereby agrees to indemnify, defend and hold harmless Affmy, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, losses, liabilities, damages or expense (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by Affmy (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of or are based on (a) any claim or threatened claim that the use of Affiliate Trademarks infringes on the rights of any third party; (b) the breach of any promise, covenant, representation or warranty made by the Affiliate herein; or (c) or any other claim related to Affiliate’s site.
2.4. Affiliate is not now a party to any agreement or business relationship which may conflict with this Agreement.
2.5. All information submitted by Affiliate to the Affiliate Program is true and accurate complete without omissions of necessary information, current and kept up to date.
2.6. Affiliate will be responsible for all use of its username and password even if such use was conducted without Affiliate’s authority or permission.
2.7. Affiliate is at least 18 years old and the Age of Majority and legal consent in the jurisdiction in which Affiliate lives or resides.
2.8. Affiliate will, at all times, comply with all laws applicable in the jurisdiction where the Affiliate is situated and also where the Affiliate directly or indirectly conducts its business or markets an Offer.
2.9. Affiliate must strictly comply with all applicable laws as per Clause 11 of these Terms & Conditions, including but not limited to GDPR, Regulation (EU) 2016/679 and also with the Cyprus Law 125(I)/2018.
2.10. Affiliate has sole responsibility for the development, operation and maintenance of its website(s), content and electronic mail, including without limitation the technical operation thereof, the creation, publication and accuracy of any content published on any such website or websites or in any electronic mail.
2.11. All materials posted on Affiliate’s traffic sources or otherwise used in connection with any Affiliate Program (a) are not illegal, (b) do not infringe upon the intellectual property or personal rights of any third party and (c) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities, contains profanity or otherwise contains materials that we or any Partner (acting through us or directly) informs Affiliate that it considers to be unacceptable, or damaging to the reputation of us, or any Partner acting in our sole discretion (collectively, "Prohibited Content").
3. PAYMENTS AND COMMISSIONS
3.1. Affmy will pay to the Affiliate a commission (the "Commission") for Valid Actions, calculated in accordance with the payment terms outlined in each Offer posted by Affmy through the Affiliate Program. Only that action which do not violate any of the terms of this Agreement shall be considered a Valid Action.
3.2. Payments are made net 15 (meaning 15 days are required to check the quality of leads and approve or decline it) and on a weekly basis (every Wednesday) and unless mutually and in writing agreed otherwise. If the payout date falls on holiday, payment will be sent the following working day. We try our very best to process payments in timely manner, however we cannot guarantee that payment will have reached Affiliate’s account on Wednesday. Affmy reserves the right to individually determine the manner in which payments shall be processed.
3.3. Commission will be paid via our available payment options (e.g. Paxum, Webmoney, Bank Wire Transfer) and to the billing details which the Affiliate must provide and keep up-to-date in Affiliate’s account. All billing information configuration & any modifications must be made at least 5 days before the end of the period otherwise any due payment will be automatically postponed to the next payment period.
3.4. Minimum payout is $100 (Paxum, Webmoney), and $2000 (Wire Transfer). All balances will be carried forward until the minimum payout is achieved.
3.5. The Affiliate is liable for all transaction fees.
3.6. The Affiliate is responsible for any taxes or social security costs due as a result of any payments received from the Company.
3.7. The Affiliate acknowledges and agrees that payment of the Commission may be put on hold in case the quality of Affiliate’s traffic and actions made from this traffic become questionable based on Traffic Quality Requirements described below, until an action is proven as Valid Action.
3.8. We reserve the right to reject any action which is not a Valid Action under this Agreement as amended from time to time. We reserve the right to charge back to Affiliate’s account any previously paid Valid Actions that are later determined to have not met the requirements to be a Valid Action.
3.9. Any actions resulting from incorrect targeting and/or targeting towards incorrect device types/GEOs/browser languages will not be paid to the Affiliate. In addition, we may reject an action which is not an action made from the country of origin.
3.10. If at any time we believe Affiliate’s account has been compromised, or this Agreement has been, or may have been breached, we reserve the right to withhold making any payment to Affiliate until such time as we have concluded our investigation and Affiliate agrees to fully cooperate with any investigation at its own cost including providing all required identification documents and other documents if so requested. Affiliate’s failure to promptly comply with any notification will result in its payments being delayed. We may withhold Affiliate’s final payment for a reasonable period of time to make sure that the total commission is calculated accurately and the correct amount is paid.
3.11. In the event that we believe, in our sole and absolute direction, that Affiliate is promoting any Affmy.com Offer in violation of Traffic Quality Requirements, Affiliate’s account with Affmy.com will be immediately terminated and all earnings which would have otherwise been payable to Affiliate hereunder will be deemed surrendered by Affiliate in partial payment of the damages for Affiliate’s breach.
3.12. All payments are made only on the basis of statistics in our tracking system. Any disputes on statistics shall be considered by our team of Affiliate Managers.
3.13. Referral Commissions are accrued on each payment transaction for each referred billable account as 2% of the transaction for the first six months on that particular account or until it is closed, whichever comes earlier. New accounts are considered referred by Affiliate if they sign up through Affiliate’s referral link. For the payment Referral Commission will be added to the regular Commissions and processed in one invoice if not agreed differently.
3.14. Affiliates will not be paid for referring themselves or ‘multiple accounts’.
4.1. Hereby the Affiliate expressly orders the Company to generate and issue the Affiliate’s invoices on behalf of the Affiliate. Prior to making any payment to the Affiliate, the Company will generate automatically through the Affiliate Program the invoice on behalf of such Affiliate. Furthermore, the Affiliate expressly agrees that the Affiliate Program will generate the said invoices based on the stats provided by the Company reporting system and agree that such statistics are accurate, fully and legally compliant for the purposes of invoicing and taxation.
4.2. The Affiliate is entitled to object the Invoiced payment amount within 5 business days from the end of the 'Reporting Period'. In the case that Invoice wasn't objected during the stated period, the payment amount will be validated as 'confirmed'.
4.3. Any Affiliate residing in the European Union who has provided a VAT number expressly warrants that such VAT number is, in its own country, valid for the issuance of VAT-exempt invoices to the Company. The Affiliate expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, the Affiliate will hold the Company harmless from any of the direct or indirect loss or damages. Affiliate hereby confirms that another VAT invoice won’t be issued.
4.4. Parties hereby agree to notify each other if they:
change their VAT registration number;
cease to be VAT registered;
sell their business or part of their business;
to notify each other about any changes in their payment details
Notice given in accordance with the conditions is also to be considered as your confirmation to issue self-billing invoices in altered conditions.
4.5. In case there is any claim, administrative proceeding from any authority, dispute or conflict, in any way due to the inaccuracy or non-compliance of such data provided by the Affiliate, the Company is expressly authorized to retain any payments due to the Affiliate until such incident has been resolved.
5. TRAFFIC QUALITY REQUIREMENTS
Actions resulting from traffic which doesn’t comply with the Traffic Quality Requirements are not considered as Valid Actions and are not paid. The Company reserves the right to terminate Affiliate’s account or to withhold making any payment to the Affiliate in case Affiliate, Sub-Affiliate or any third-party directly or indirectly controlled by Affiliate is determined as connected with fraud, attempted or actual, or any other breach of Traffic Quality Requirements described below.
5.1. It is strictly prohibited to use any materials (banners, landing pages, creatives, or other relevant type of Internet media) featuring illegal or Prohibited Content to promote any Offer connected to Affmy.com in anyway, nor may Affiliate allow Affmy Offer’s Link to be placed on any web pages which condone any illegal activity. Illegal activity includes any content and/or activity which may run afoul of any law, rule or regulation in the United States of America and/or the location where Affiliate is located such as, but in no way limited to, child pornography, exploitation, rape, brutality, incest, bestiality, necrophilia, drugging, incapacitation, blood, mutilation, death, or snuff. The above also includes use of prohibited content in hidden meta tags, text, links, graphic(s) or any HTML.
5.2. The Affiliate states that the promotional materials and web pages do not contain any content which depicts or involves any photographs or performances of a sexual nature depicting persons who are less than eighteen (or twenty-one in places where eighteen is not the age of majority) at the time that they render their performances.
5.3. As and when Affmy is alerted to any content it considers, in its sole and exclusive opinion, to be questionable Affmy may either terminate Affiliate’s account or provide Affiliate with a grace period as determined by Affmy, in its sole discretion, to remove the objectionable content.
5.4. The Affiliate shall not target any person who is under the legal age, nor target any restricted jurisdictions where the products offered and the promotion thereof are illegal, or use any message or communication of any kind which is harmful, violent, threatening, abusive or hateful, nor using a misleading domain name on the Internet that re-directs traffic and may either deceive a person into viewing material that is obscene in nature or deceive a minor into viewing material that is harmful to minors on the Internet.
5.5. Valid Action means an individual person who accesses Program Websites, where the Link is the last link to the Program Website, is not a computer generated user, such as robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person. It is forbidden to automatically increase the number of clicks through the Links or completion of any required information, using spyware, stealware, cookie-stuffing and other deceptive acts or click-fraud.
5.6. Affiliates whose websites/traffic sources are not functional, whose traffic immediately redirects to another URL or who do not have content may be considered to be in violation of this Agreement.
5.7. It is strictly prohibited to promote any Affmy’s Offers through content locking, blind leading, direct-to-form promotion, link code hack, unauthorized landing page alteration and other deceitful tactics, including directing hijacked traffic. If You are not sure if Your promotional tactics go against our TOS, please speak to Your affiliate manager.
5.8. Company expressly prohibits using any hosting proxy/VPN or any other unacceptable tools and techniques by Affiliate and/or a third party related to Affiliate directly or indirectly and reserves the right to immediately decline and not to pay for all and any actions generated via hosting proxy/VPN or any other unacceptable tools and techniques.
5.9. Affmy is in no way responsible for promotion methods used by Affiliate partners and abides by a ZERO TOLERANCE policy relating to SPAM, including but not limited to spam via bulk e-mailings of any kind, forums, comments on sites Affiliate doesn’t own, chat-rooms, ICQ/IRC posting, newsgroups, instant messengers, Web search engine, blogs, wiki, оnline classified ads, mobile phone messaging, chain letters, junk e-mailing/junk fax transmissions, file sharing network spam, social networking sites and sms traffic.If Affiliate uses any of these traffic sources to promote Affmy products, Affiliate’s status will be revoked without notice and Affiliate’s account cancelled and all Commission due to Affiliate will be forfeited as partial damages for violation(s) of the terms and services of the Agreement.
5.10. When sending US & UK traffic, Affiliate must strictly comply with the US Federal Law CAN-SPAM ACT 2003 and Data Protection Act 1998 (the “Act”). The Affiliate must strictly comply with the GDPR, Regulation (EU) 2016/679 and also with the Cyprus Law 125(I)/2018 regarding the protection of natural persons with regard to the processing of personal data and for the free movement of such data.
Affmy doesn't allow Affiliate to market Offers under Affiliate Program through the transmission of unsolicited bulk sending, therefore, it is extremely important that any mass sending by Affiliate conform to Our policies. It is in sole Affiliate obligation to ensure that the sending complies with the Acts/Law. Affiliate agrees not to rely upon Affmy's approval of Affiliate’s sending for compliance with the Acts/Law, or assert any claim that Affiliate is in compliance with the Acts/Law based upon Affmy’s approval.”
5.11. Affiliate must not use advertising materials which are seen as misleading and involve false, misleading or deceptive information that is likely to cause the average user to act in a way they might otherwise not. It is prohibited to direct traffic by using a misleading domain name on the Internet that may either deceive a person into viewing material that is obscene in nature or deceive a minor into viewing material that is harmful to minors on the Internet.
5.12. Any kind of incentive/motivated traffic is prohibited. In addition, instructing a user to make an action/signup/cancel is also not permitted in any way, shape or form.
5.13. Affmy reserves the right to cancel any Affiliate’s account that has an unusually high number of chargebacks and refunds as determined in the sole and unfettered discretion of Affmy. Any Commission, which are due to any Affiliate whose account has been terminated due to excessive chargebacks and refunds, will be forfeited as partial damages under the terms of this Agreement.
5.14. It is prohibited to use any adult, pornographic, sexually explicit or otherwise offensive content to promote Offers through Android and iOS applications. Any trademarks of Google, Apple companies and their subsidiaries including but not limited to Google Play and iTunes are prohibited to be used on any adult, pornographic, sexually explicit or offensive creatives and promotion pages.
5.15. We do not accept traffic from any site that contains materials which constitute an infringement, misappropriation or violation of any individual's or entity's intellectual property rights including but not limited to copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights, etc. If Affiliate sends users or cause users to be sent content from any site, which constitutes, or in our sole discretion determined as constituting, an infringement, misappropriation or violation of any individual's or entity's intellectual property rights, Affiliate’s status will be revoked without notice and Affiliate’s account cancelled and all Commission due to Affiliate will be forfeited as partial damages for violation(s) of the terms and services of the Agreement.
5.16 Website’s partners are legally bound to the terms of promotion specified in the jurisdiction of promotion, and are to comply with it. The website has no liability for website’s partners’ compliance with country laws.
The Affiliate Program contains proprietary material of Affmy (or material that other partners have licensed to Affmy for their use), which is protected by copyright and other laws respecting proprietary rights. Affmy retains all rights for the material and media, including (without limitation) all copyright and other proprietary rights worldwide in all media. Affiliate may not use such material except as expressly permitted under this Agreement.
6.1. Affiliate is granted a non-exclusive, non-transferable, revocable license to use the Links, to access Program Websites through the Links, display the ads and marketing tools throughout the Affiliate Program, subject to the terms and conditions of this Agreement and our policies and procedures. Affiliate may not alter, manipulate, change, add to, create derivative works of the Links or any graphics, creative, copy or otherwise modify any ad tools provided by us. We may revoke Affiliate’s license anytime by giving Affiliate written notice.
6.2. Except as expressly stated herein, nothing in this Agreement is intended to grant Affiliate any rights to any of Partners’ trademarks, service marks, copyrights, patents or trade secrets exclusively provided by Affmy.com.
6.3. Affiliate is prohibited to infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any third-party, person or entity including, without limitation, rights of privacy and publicity. If we become aware of any affiliate breaching this provision and are contacted by the third party whose rights have been infringed, we shall provide that third party with any and all assistance they require to pursue a claim against Affiliate.
6.4. Affiliates who are duly authorized may access Affmy for individual use, i.e., may use, as intended, banners and marketing material available on Affmy. Affiliate may not and may not permit third party to: reproduce, publish, distribute, sell, or otherwise access or use any material retrieved from or contained in or on this Affiliate Program in any manner whatsoever that may infringe any copyright or proprietary interest of Affmy; distribute the information contained in and on our Program Websites to other users not duly authorized to access the Affiliate Program; distribute, rent, sublicense, lease, transfer or assign the information or this Agreement; decompile, disassemble, or otherwise reverse-engineer our Program Websites or information contained in or on same or any software contained therein, or alter, translate, modify, or adapt it to create derivative works. Unauthorized reproduction, transfer, and/or use may be a violation of criminal as well as civil law.
6.5. Affiliate agrees that any supplier of any portion of the licensed materials may enforce its rights against Affiliate, even though that supplier is not a party to the Agreement.
6.6. Affiliate agree to refrain from purchasing, bidding on, or otherwise obtaining any domain names or URL’s that incorporate or are confusingly similar to any of our trademarks, service marks, or URLs including, but not limited to words or URLs such as “Affmy”, or any other related trademarks, service marks, or URLs as determined by us, and to create a website or web page that uses our brands in a manner that is likely to be confused (e.g., similar designs, graphics, look and feel) with one or more websites operated by the any and all of our entities.
6.7. Affiliate is not allowed to modify the Company’s or Program Websites' logos in any shape or form. Should You wish to obtain a copy of a specific size/format, please send Your request by email.
6.8. Affiliate agree to refrain from purchasing, bidding on, or otherwise obtaining or using keywords incorporating or otherwise based upon the our brands on search engines (e.g., google.com, yahoo.com and bing.com).
6.9. Affiliate is not allowed to register any domain names which are identical to or similar to our Partners’ brands and trademarks, both registered marks and unregistered marks. Any use of our Partners’ trademarks, registered and unregistered, is prohibited without their preliminary express permission.
6.10. It is not allowed to use our brands in any manner that is disparaging or that otherwise portrays us or our entities in a negative or misleading light.
6.11. It is prohibited to use or place our brands on or with any items that are injurious to end-users or their property, including but not limited to, items that could give rise to a claim for a breach of an express or implied warranty or product liability, or which is scandalous, libelous, obscene, an invasion of privacy or otherwise unlawful or tortious.
6.12. Affiliate acknowledges that the information (and the licensed materials contained therein) is highly proprietary in nature and that unauthorized copying, transfer or use may cause Affmy and/or Affmy’s Partners irreparable injury that cannot be adequately compensated for by means of monetary damages. Affiliate agrees that any breach of this provision by Affiliate, Sub-Affiliates or any of Affiliate’s subscribers or end-users, may be enforced by Affmy, and/or any of Affmy’s Partners, by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.
6.13. It is prohibited to use any text ads created by You yourself (or any third party directly or indirectly associated with You) unless the creatives have been approved by Affmy affiliate team.
6.14. This Agreement does not authorize the use of any Ad tools for any off-line or non-Internet (i.e., print) advertising or in the use of email marketing or other similar solicitations.
6.15. It is strictly forbidden to perform fraudulent activities with traffic, clicks, click-throughs, sales, registrations, impressions, leads, payouts and other program-related activities. If we suspects that Your account has been used in a fraudulent manner, Your account will be deactivated effective immediately and with no notice to You pending further investigation. If You add actions, or inflate actions through the use of fraudulent means of traffic generation, as determined solely by us, You will forfeit all of the pending payouts, and Your Affiliate account will be terminated effective immediately. Affmy reserves sole judgment in determining fraud and You agree to be bound by any and all such determinations. It is Your obligation to prove to us that You have not engaged in fraud. Affmy will hold Your payout-related payments in ‘Pending Status’ until You have satisfactorily provided evidence that demonstrates to us that You have not engaged in fraud. If You are unable to provide us with satisfactory evidence that You have not engaged in fraud within seven (7) days of Your payouts being placed in “Pending Status”, then we reserve the right to terminate Your Affiliate account and cancel payment, at our sole discretion and without any further obligations to You. If payouts have been previously issued, and we deem these payments have derived from fraudulent activities, we will avail ourselves of all means necessary to recuperate said funds as well as expenses incurred to take such action, including but not limited to attorneys fees.
6.16. You shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
6.17. You agree that Affmy may use any suggestion, comment or recommendation You choose to provide to Affmy.
7.1. "Confidential Information" shall be defined as any information, oral or written, treated as confidential that relates to either party's (or, if either party is bound to protect the confidentiality of any other persons information, such other persons) past, present or future research, development or business activities, including any unannounced product(s) and service(s) and including any information relating to services, trade secrets, intellectual property, developments, designs, inventions, processes, plans, financial information, customer and supplier lists, forecasts, and projections.
7.2. Confidential information shall also include the terms of this Agreement and any applicable IO, any date, idea, technology, know-how, inventions, algorithms, process, technique, program, computer software, computer code, and related documentation, work-in-progress, future development, engineering, distribution, manufacturing, marketing, business, technical, financial or personal matter relating to any actor or actress present or future products, sales, customers, employees, opportunities, markets or business in graphic text or electronic or any other form, that is treated as confidential by either party.
7.3. Individual payout amounts, agreed campaign rates, as well as other advertising campaign details are subject to change and must remain strictly confidential; no public display of commissions will be tolerated, such display will equate to a breach of the confidentiality provisions of this Agreement.
7.4. The Affiliate agrees that it shall not disclose any Confidential Information to any third party and shall not use Confidential information for any purpose other than performance of the rights and obligations under this Agreement. Affiliate shall also take all and any reasonable precautions to prevent any unauthorized disclosure of Confidential Information.
7.5. A party may disclose Confidential Information received from the other party: to its officers, employees, professional advisers, parent or subsidiary companies, or agents as may be reasonably necessary for the purpose of fulfilling its obligations under this Agreement or, in the case of professional advisors, for use in their professional capacity, provided that before any such disclosure that party shall make such officers, employees, professional advisers, parent or subsidiary companies, or agents or aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those persons with them; or where such disclosure is required or requested by any law, court order or competent regulatory authority, including but not limited to any law enforcement agency in all jurisdictions. The above-mentioned discloser will not constitute a breach of this Agreement.
The Affiliate covenants and agrees to indemnify and save harmless Affmy, its parent company(s) and their respective shareholders, directors, officers, and employees (collectively, the "Indemnified Group") from and against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, arising out of any breach of this Agreement by the Affiliate or any Sub-Affiliate or the exercise by the Affiliate of any right under this Agreement or any act or omission of the Affiliate, a Sub-Affiliate or anyone for whom the Affiliate is in law responsible, including without limitation any damages, losses, consequential or otherwise, arising in any manner (including those arising from or incidental to any liability or other lawsuit, claim, demand or other action brought) as a consequence of any act or omission of the Affiliate or any person for whom the Affiliate is in law responsible, whether or not the Indemnified Group or any of them are named as a party defendant in any such proceedings and whether or not the Indemnified Group or any of them are alleged to be negligent or otherwise responsible for any damage or injury to persons or property. The obligation of the Affiliate to defend and indemnify as set out in this paragraph will survive termination of this Agreement for any reason and will not be otherwise limited by any other term or condition of this or any Agreement. Affmy may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate. Affmy may participate in the defense of all claims as to which it does not assume defense and control, and Affiliate shall not settle any such claim without Affmy’s prior written consent.
9.1. This Agreement shall commence on the date of our approval of Your Affiliate Program account and shall continue thereafter until terminated as provided herein.
9.2. Either party may terminate this Agreement at any time, by giving the other party five (5) working days prior written notice of termination. Notice by e-mail is considered sufficient notice to terminate this Agreement.
9.3. Upon termination, any and all licenses provided to Affiliate under this Agreement shall immediately cease. In case of termination Affiliate shall remove all Links from Affiliate’s traffic sources and delete all copies of the Links.
9.4. Affmy reserves the right to terminate or otherwise modify any Referrer accounts that have not generated new Valid Actions for more 90 days or for any reason deemed valuable by Affmy.
9.5. We reserve the right to terminate any account that has been inactive for more 12 consecutive months, all amounts owed will be forfeited upon termination due to inactivity.
9.6. Affmy may terminate Affiliates account and access to Affiliate Program or suspend access to all or part of the Affiliate Program, without notice, for any conduct that Affmy, in its sole discretion, believes is in violation of this Agreement, any applicable law, or any act which is harmful to the interests of another user, service providers, or Partners or Affmy.
9.7. The initial term would be eighteen (18) months and would automatically renew for another twelve (12) month period, unless terminated by either party after the initial term.
10. FORCE MAJEURE
The parties to the agreement shall not be liable or be considered in breach or default under the Agreement on account of delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond the party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence, including but not limited to acts of God; wars, riots, acts of civil or military authority, terrorism; fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; strikes, etc.
11. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Republic of Cyprus without regard to conflicts of law principles. The sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to this Agreement shall be in an appropriate court located in Republic of Cyprus. You hereby submit to the jurisdiction and venue of said Courts. You consent to service of process in any legal proceeding.
12.1. Affmy reserves the right to change, amend or altered this Agreement at any time, for any reason, or for no reason at all, at its sole discretion. The most recent version of this Agreement will be posted at Affmy.com. It is the Affiliates’ sole responsibility to keep themselves informed of any such changes or amendments. Modifications may include, but are not limited to, changes in the scope of available payment programs, commission fees, commission schedules, payment procedures, and Affiliate Program rules. If any modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate this Agreement. Affiliate’s continued participation in the Affiliate Program will constitute binding acceptance of the change and shall constitute confirmation of Affiliate’s acknowledgement and assent to any such modifications.
12.2. Any notice or other communication ("Notice") permitted or required by this Agreement will be in writing and given by personal delivery or transmitted by facsimile or electronic mail to the receiving party at the address provided to Affmy by Affiliate in its Affiliate Program account. Any such Notice will be deemed to have been received on the date on which it was transmitted by facsimile or electronic mail or delivered.
12.3. No term or condition of this Agreement will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by both parties.
12.4. In the event that any term, covenant or condition of this Agreement is declared indefinite, invalid, illegal or unenforceable by a court having jurisdiction then this Agreement with respect to the remaining terms, covenants or conditions will continue in force.
12.5. Affmy shall not be liable for any losses due to server downtime, net congestions and any and all similar and like occurrences or difficulties.
12.6. Affiliate acknowledges and agrees that Affmy shall have the right to revoke the Affiliate’s status without notice and terminate the account and retain all monies due to the Affiliate as partial damages for violation(s) of the terms and conditions of the Agreement if in Affmy’s sole and unfettered discretion, the Affiliate has violated any of the terms of this Agreement.
12.7. By signing up to the Affiliate Program, and by supplying Affmy with all the required information to sign up as an Affiliate, the Affiliate is acknowledging that it has read and agreed to all of the terms and conditions, promises, warranties, duties and obligations set forth in the above agreement and agree to be bound by the terms thereof.