Affiliate program Terms & Conditions
Last updated on March 20th, 2020
These Affiliate Program Terms & Conditions (these “Terms & Conditions”) contain the complete terms and conditions
that apply to an individual's or entity's participation in the Affiliate Program of Deck Labs OÜ.
Where used in these Terms & Conditions, references to (i) “you”, “your” and/or “Affiliate” shall mean the individual
or entity that applied as the beneficiary for payment purposes on our registration form on the affiliate page of the
website www.coindeck.com as submitted at our Website (“Affiliate Registration Form”) (ii) “we”, “our”, “us” or “Deck
Labs” means Deck Labs OÜ, a company incorporated under the laws of Estonia, with a registered office at Pärnu mnt
158/2-88, Kesklinna linnaosa, Tallinn, Harju maakond, 11317, Estonia.
The Purpose of these Terms & Conditions is to clarify the nature of our relationship with you. These Terms &
Conditions deal mostly with defining the operating terms of our relationship with you. They also refer to some breach
and disciplinary provisions. The latter are only intended to be exercised on those rare occasions where some
inappropriate behavior has been committed and an Affiliate is in breach of these Terms & Conditions.
Our objective is to create a successful and long-term relationship with our Affiliates and to ensure they are rewarded
well for their effort. Provided you act in good faith, there should be no need for us to exercise any of the
disciplinary provisions contained herein.
Any changes to these Terms & Conditions will be communicated to you in accordance with Section 1.3 below. Changes to
these Terms & Conditions are generally made to comply with regulatory developments or if the nature of the industry
Important - please read this document carefully before accepting these terms & conditions, then print and store it
along with all confirmation emails reflecting your tracker id and affiliate accruals. If you do not agree with any
of the terms and conditions contained herein (or are not authorised to do so) you should not join our affiliate
network or (if you have already joined our affiliate network) email us at
[email protected] to terminate the relationship under these terms
& conditions. If you have any questions regarding these terms & conditions, please contact us at the same email
address. General enquiries should be sent to this email address as well.
These Terms & Conditions, your completed Affiliate Registration Form, any other guidelines or additional terms we
provide to you via email or our Website and the associated Payment Plans, contain the complete terms and conditions
that apply to your participation in the Deck Labs online site affiliate network (“Affiliate Network”). In the event
that there is a conflict between these Terms & Conditions and any other additional terms, these Terms & Conditions shall
take precedence, unless such additional terms expressly reference variation to these Terms & Conditions.
- These Terms & Conditions shall govern our relationship with you in relation to
the Affiliate Network for our Website and modifies, replaces and supersedes any previous version of these
Terms & Conditions.
- When you indicate your acceptance of these Terms & Conditions on the Affiliate
Registration Form, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT HEREIN (as amended or
modified from time to time in accordance with Section 1.3 below).
- We may modify any of the provisions of these Terms & Conditions at any time, in
our sole discretion, by either (i) emailing you a change notice or (ii) by posting the new version of
these Terms & Conditions on our Website. Except in the case of modifications relating to fraud prevention
or where there is a mistake in these Terms & Conditions or where such modifications do not affect your
rights, all which shall be effective on the date of posting or the sending of such notice (whichever is
the earlier), all other modifications to these Terms & Conditions will only take effect 7 (seven) days
after the date of posting or sending of any such notice (whichever is the earlier). It is your
responsibility to visit our Website frequently to make sure you are up to date with the latest version
of these Terms & Conditions and their provisions. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY
RECOURSE IS TO TERMINATE YOUR RELATIONSHIP WITH US UNDER THESE TERMS & CONDITIONS. YOUR CONTINUED
PARTICIPATION IN THE AFFILIATE NETWORK FOLLOWING SUCH SEVEN-DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE
OF THE MODIFICATION.
- Notwithstanding Section 1.3 above, from time to time we may contact you with
information regarding specific promotions. Unless you notify us otherwise, you will be deemed to have
agreed to take part in such promotions and the terms of such promotions shall be incorporated into the
applicable Payment Plans and these Terms & Conditions for the duration of such promotions.
Definitions and interpretation
In these Terms & Conditions, references to the following terms shall have the
meanings set out below:
- “Affiliate Account” means the account into which you receive payment from us.
All payables are paid into Affiliate Accounts, unless specifically agreed otherwise.
- “Affiliate Accrual” is the amount due and payable to you, as calculated based
solely on our system´s data and in accordance with the provisions of these Terms & Conditions and the
applicable Payment Plans.
- “Affiliate Area” means the area of our Website that is accessible to you (you
may need to access some parts of this area by logging on with the security code we assign to you when
you sign up as a participant in the Affiliate Network and associated password), which provides certain
‘members only’ functionality, including facilities to check relevant statistics, register
Sub-affiliates, update your profile, create additional tracker IDs, select Banners and/or Text Links.
- “Banners” and “Text Links” means the graphic artwork or text that includes
tracker IDs that are made available by us in the Affiliate Area and that you may use to connect
Customers to our Services from your website (or other electronic method) or using other marketing
- “Cost Per Acquisition” (or “CPA”) means payment per new Customer (as described
in Section 2.6) that you introduce via your Tracker ID to our Website from our internal tracking system.
- “Customer(s)” means any person who is attached to your Tracker (or if
applicable, your Sub-affiliate´s Tracker) who: (i) has not been a Customer with us before and has not
been previously referred by you or by your Sub-affiliates to our Website; (ii) is not located in a
Restricted Territory; (iii) in the event a CPA-involved Payment Plan is applicable - transferred to
us the Minimum Required Cryptocurrency Purchase/Sale Amount; (iv) is accepted as a Customer under
any applicable registration or identity verification procedure which we may require; (v) is over the
age of 18; and (vi) has adequately fulfilled any other qualification criteria that we may introduce
from time to time. Notwithstanding any other provisions contained elsewhere in these Terms & Conditions,
we reserve the right to alter the abovementioned qualifying criteria at any time by placing a notice to
that effect on our Website.
- “Customer Account” means a uniquely assigned account that is created for a
Customer (as described in Section 2.6) when he/she/it successfully registers for the Services via
a Tracking URL.
- “Fraud Traffic” means transfers, revenues, actions or traffic generated on the
Services through illegal means or any other action committed in bad faith to defraud us (as determined
by us in our sole discretion), regardless of whether or not it actually causes us harm, including
transfers generated on stolen credit cards, collusion, manipulation of a service or a system, bonuses
or other promotional abuse, creation of false accounts for the purpose of generating Affiliate Accruals,
and unauthorized use of any third-party accounts, copyrights, trademarks and other third-party
Intellectual Property Rights (including, for the avoidance of doubt, our Intellectual Property Rights)
and any activity that constitutes Fraud Traffic under Sections 3.7 or 3.9 below.
- “Intellectual Property Rights” means rights to all existing and future patents,
trademarks, design rights, service marks, trade dress, trade or business names (including domain names),
registered designs, copyright (including rights in computer software), moral rights, database rights,
format rights and topography rights (whether or not any of these is or are registered and including
applications for registration), know-how, trade secrets and rights of confidence and all rights and forms
of protection throughout the world of a similar nature or with similar effect to any of these for the
full unexpired period of any such rights and any extensions and/or renewals thereof.
- “Marketing Materials” means Banners and Text Links and any other marketing
material (that may include our Marks as defined in Section 2.12 below) that have been provided or
otherwise made available to you by us and/or pre-approved by us.
“Minimum Required Cryptocurrency Purchase/Sale Amount” means a minimum amount
of USD 500 (five hundred United States Dollars) required for you to become eligible for a CPA-involved
The amount set forth in Section 2.11 may be changed from time to time. Purchase/Sale Amounts must add
up to a cumulative amount for each Customer in order to satisfy the qualifying criteria. Notwithstanding
any other provisions contained elsewhere in these Terms & Conditions, we reserve the right to alter the
amount mentioned within this Section at any time by placing notice on our Website. All amounts are
calculated in USD and may be converted into alternative currencies as indicated on our Website at a rate
determined by us in our sole discretion from time to time.
- Our “Marks” means the words “Deck Labs”,
and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised
of our Marks or any other name or mark owned from time to time by us or any of our related companies.
“Payment Plan” means the payment plan you have accepted, under which we pay you
- Revenue Share (as such term is defined in Section 2.15), or
- Cost Per Acquisition (as such term is defined in Section 2.5) for each
Customer, provided that such Customer transferred to us the Minimum Required Cryptocurrency
- A hybrid of Sections 2.13.1 and 2.13.2.
- any other plan notified or agreed by us in writing.
- “Restricted Territory/ies” means any country in which access to or use of the
Services and/or our Website is prohibited by applicable law, decree, regulation, treaty, or administrative
act. Certain partial restrictions may apply to additional geographic areas, as shall be notified by us
from time to time. The Restricted Territories list may change from time to time for reasons which include,
but are not limited to, licensing requirements and any other legal and regulatory changes.
- “Revenue Share” is a percentage of the commissions generated by us from Customers
that you introduce via your Tracker ID through our internal tracking system.
- “Service(s)” means any product or service offered to Customer on our Website.
- Our “Website” means www.coindeck.com and/or Deck Labs' mobile application.
- “Spam” means any email or other electronic communication you send that markets,
promotes and/or that otherwise refers to us, our Website or our Services from time to time, or that
contains any Marketing Materials, our Marks or Trackers and that breaches the terms of these Terms &
- “Sub-affiliate” means a person that you have referred to us and that has
successfully joined (as an affiliate) our Affiliate Network in accordance with the provisions of these
Terms & Conditions.
- “Sub-affiliate Accruals” means the Affiliate Accruals due to any Sub-affiliate
as set out in their chosen Payment Plan.
- “Term” means the period from the date that you acknowledge and accept the terms
of these Terms & Conditions by indicating such acceptance on the Affiliate Registration Form, until such
time as these Terms & Conditions expire or are terminated in accordance with their terms.
- “Tracker(s)” means the unique Tracking URL that we provide exclusively to you,
through which we track Customers’ activities and calculate Affiliate Accruals.
- “Tracking URL” means a unique hyperlink or other linking tool for referencing
our Website or Services through which you refer potential Customers. When the relevant Customer opens
their Customer Account, our system automatically logs the Tracking URL and records you as the Affiliate.
In these Terms & Conditions (except where the context otherwise requires):
- The Section headings are included for convenience only and shall not
affect the interpretation of these Terms & Conditions;
- Any phrase introduced by the terms “including”, “include” or any
similar expression shall be construed as illustrative and shall not limit the sense of the
words preceding those terms;
- Any reference to “persons” includes natural persons, firms,
partnerships, companies, corporations, associations, organizations, governments, states,
governmental or state agencies, foundations and trusts (in each case whether or not having
separate legal personality and irrespective of the jurisdiction in or under the law of which
it was incorporated or exists);
- Any reference to a law, statute, statutory provision, ordinance,
subordinate legislation, code or guideline (“legislation”) is a reference to that legislation
and all other subordinate legislation made under the relevant legislation as amended and in
force from time to time and to any legislation that re-enacts or consolidates (with or without
modification) any such legislation.
- These Terms & Conditions are drafted in the English language. If these Terms &
Conditions are translated into another language, the English language text shall in any event prevail.
Terms & conditions
- Identity and Disclosure. You shall provide true and complete information to
us when completing the Affiliate Registration Form and anytime thereafter, at our request, and promptly
update such information if all or any part of it changes. You shall also provide us with such other
information as we may reasonably request from time to time.
Marketing Activities and Responsibilities. All copyrighted material and trademarked names and
logos used in the course of activity under these Terms & Conditions, by either party or both,
shall remain the exclusive intellectual property of Deck Labs. You shall market to and refer
potential Customers to our Website. You will be solely liable for the content and manner of
such marketing activities. All such marketing activities must be professional, proper and lawful
under applicable rules, regulations or laws (including any laws in relation to the content and
nature of any advertising or marketing) and otherwise comply with the provisions of these Terms
& Conditions. You shall not yourself, nor shall you authorize, assist or encourage any third
- Place Marketing Materials on any online site or other medium where
the content and/or material on such site or medium is potentially libellous, malicious,
discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or that is,
in our sole discretion, otherwise unsuitable.
- Develop and/or implement marketing and/or public relations strategies
that have as their direct or indirect objective the targeting of marketing of us and/or our
Website to any persons who are less than 18 years of age (or such higher age as may apply
in the jurisdiction that you are targeting), regardless of the age of maturity in the
location where you are marketing.
- Breach the marketing rules as set in these Terms & Conditions.
- Use Marketing Materials in a manner that may potentially confuse
a Customer or potential Customer.
Place Marketing Materials on any online site or other medium where the content and/or
material on such online site or medium:
- infringes any third party´s Intellectual Property Rights.
- copies or resembles our Website in whole or in part.
- disparages us or otherwise damages our goodwill or
reputation in any way.
- frames any page of our Website in whole or in part.
- Read, intercept, modify, record, redirect, interpret, or fill in the
contents of any electronic form or other materials submitted to us by any other person.
- In any way alter, redirect or in any other way interfere with the
operation or accessibility of our Website or any page thereof.
- Take any action that could reasonably cause any end-user confusion
as to our relationship with you or any third party, or as to the ownership or operation of
our Website or service on which any functions or transactions are occurring.
- Post, serve or publish any advertisements, communications or
promotional content promoting our Website, our Services or our Marks around or in conjunction
with the display of our Website and/or any part or page thereof (for example and without
limitation through any “framing” technique or technology or pop-up windows or pop-under
windows or interstitials).
- Advertise, and/or use on any search engine ads services and/or
purchase, and/or register keywords, search terms or other identifiers for use in any search
engines without our prior written approval.
- Offer or promote or provide by you or by any other third party any
unauthorized incentives, prices or bonuses to potential Customers (financial or otherwise)
without our prior written approval.
- Cause our Website (or any parts or pages thereof) to open in a
visitor’s browser or anywhere else used for accessing the Services other than as a result
of the visitor clicking on Banners or Text Links contained in or as part of any Marketing
- Attempt to intercept or redirect (including via user-installed
software) traffic from or on our Website or other place that participates in our Affiliate
- Make any offline marketing activities without our prior written approval.
- Use any means to promote any site that resemble in any way the look
and/or feel of our Website, whether in whole or in part, nor utilize any such means or site
to create the impression that such site is our Website (or any part of our Website).
engines or any customer feedback facilities.
- Attempt to communicate Customers, whether directly or indirectly on
our Website, to solicit them to move to any online site not owned by us or for other purposes
without our prior approval, including but not limited to via email, chat boards, or spamming
- Attempt to market or promote our Services (or any specified part thereof)
or our Website within territories which are Restricted Territory; attempt to circumvent any
restriction which we have put in place to prevent Customers from Restricted Territory from signing
up as Customer; or attempt to disguise the geographical location of a Customer.
If we determine, in our sole discretion, that you have engaged in any of the
foregoing activities, we may (without limiting any other rights or remedies available to us) withhold
any Affiliate Accruals and/or terminate these Terms & Conditions immediately on notice.
- Approved Marketing Materials. In providing the marketing activities referred to in
Section 3.2, you shall only use the Marketing Materials. You shall not modify the Marketing Materials or our
Marks in any way without our prior written consent. You shall only use the Marketing Materials in accordance
with the provisions of these Terms & Conditions, any guidelines we provide to you on our Website or otherwise
from time to time and any applicable laws.
- Competitive Marketing. You shall not market our Website and/or us or our Services or
our Marks in any way whatsoever, unless such activities are approved in writing by us (i) on any site on which
we promote our Website; (ii) on or through any Internet search engine on or through which we promote our
Website; and (iii) in any other manner that results in you competing with us in relation to the promotion of
our Website or (iv) otherwise where we request that you cease the same.
- Non-Assignment. Without prejudice to Section 8.6, you acknowledge and agree that
Trackers are for your sole use and you shall not assign or sub-license (as appropriate) neither the Tracker
IDs nor any Affiliate Accruals to any third party without our prior written consent.
Sub-affiliates. You may refer other persons to us so that they may also apply to join
our Affiliate Network. If any such person successfully joins our Affiliate Network, we will pay you in respect
of the activities of such Sub-affiliate in accordance with the Payment Plan, provided that you register them
through the “Register Sub-affiliate” function within the Affiliate Area of our Website, if such function is
applicable. You will only receive credit for sub-affiliates that comply with all applicable terms of these
Terms & Conditions. Any person registered as an Affiliate cannot subsequently be reclassified as a
Sub-affiliate. You shall not:
- Register yourself or any person controlled by you as your own Sub-Affiliate;
- Use fictitious or alias names for the registration of Sub-Affiliates;
- Offer any type of enticement of money or otherwise of monetary value or
otherwise to potential Sub-Affiliates unless such enticements are approved in writing by us; or
- Attempt to introduce any addition or variation to our terms in relation
to any potential Sub-Affiliate.
- Commercial Use Only. This marketing opportunity is for commercial use only. You shall
not register as a Customer or make Transfers to any Customer Account (directly or indirectly) through your Tracker(s)
(or any Sub-affiliate’s tracker(s)) for your own personal use and/or the use of your relatives, friends, employees,
agents or advisors, or otherwise attempt to artificially increase the Affiliate Accruals payable to you or to
defraud us. Violation of this provision shall be deemed to be Fraud Traffic.
- Customer Information. We reserve the right to refuse service to any potential Customer and
to close the Customer Account of any Customer, at any time, in our sole discretion. All data relating to the
Customers shall, as between you and us, remain our exclusive property and you acquire no right to such information
except pursuant to our express written instructions.
- Trademarks and Domain Names. You acknowledge that Deck Labs and/or its subsidiaries, related
companies and licensees, own all Intellectual Property Rights comprised in any and all of the Marketing Materials,
our Services, our Website and our Marks. Any use of any trade mark, domain name or trade name that contains, is
confusingly similar to or is comprised of our Marks (other than in accordance with the provisions of these Terms
& Conditions) without our prior written permission shall be unauthorized and further may constitute Fraud Traffic.
By way of example, but without limitation, you may not register a domain name that includes our Marks or marks
confusingly similar to our Marks. You agree that all use by you of our Marks including any use of a domain name that
includes our Marks or marks confusingly similar to our Marks inures to our sole benefit and that you will not obtain
any rights in our Marks as a result of such use. You shall not register or attempt to register any trademarks or
names that contain, are confusingly similar to or are comprised of our Marks. You hereby agree to transfer any domain
names or trademark application or registrations in respect of our Marks or marks confusingly similar to our Marks
you may hold or control to us upon demand. You further agree not to attack or challenge our ownership of and title
to our Marks in any way.
- In case your marketing activities are not in accordance with our guidelines, we shall have
the sole discretion to stop any marketing campaigns, hold pending payments and/or block your account with us
Reports & payments
- Reports. You will be able, at any given time, to track your Customers activity for purposes of
calculating your Affiliate Accruals based on your chosen Payment Plan. The form and content of the reports may vary from
time to time in our sole discretion. Generally, reports will include indications to the number of new Customers that
signed up per Tracker and/or the total amount due to you after any deductions or set offs that we are entitled to make
under these Terms & Conditions. We hereby exclude any and all liability for the accuracy or completeness of any such
- Affiliate Accruals. Subject to Section 4.4 below, Affiliate Accruals will be paid to you on a
calendar bi-monthly basis in accordance with your chosen Payment Plan after you have completed the registration process
and/or where we have activated additional Trackers. We may elect not to accept your selected Payment Plan choice and we
may convert any Payment Plan and any associated Trackers provided hereunder from a Revenue Share Plan to a CPA Plan or
vice versa or to any other Payment Plan that we may operate from time to time, at any time, on notice to you.
- Sub-affiliate Accruals. Subject to Section 3.6, you will receive, in accordance with the Payment
Plan and Section 4.4 below, your commission on the Affiliate Accruals due and payable to your Sub-affiliate(s) for
Customers they refer to our Website.
Minimum Payment and Time of Payment. All Affiliate Accruals generated through your chosen Payment
Plan will be paid into your Affiliate Account not later than 3 (three) days of its due date. We may impose reasonable
restrictions on the frequency and amounts that can be cashed out of your Affiliate Account for administrative convenience
and/or to protect the security of your account. At our sole discretion, we may impose a policy that if the amount due is
negative in any particular month, then that negative amount will carry over and be deducted against the following month.
Minimum payment amount will be USD 200 (two hundred United States Dollars). Any lower amount shall be held by us until it will
reach the minimum required.
- Holdover for Fraud Traffic. In the event that, in our sole discretion, we suspect any Fraud Traffic,
then we may delay payment of the Affiliate Accruals to you for up to 180 (one hundred and eighty) days while we investigate
and verify the relevant transactions. We are not obligated to pay Affiliate Accruals in respect of Customers who, in our
sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that
we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of these Terms & Conditions,
then in our sole discretion we may: (i) pay the Affiliate Accruals in full, (ii) recalculate them in light of such suspected
Fraud Traffic and/or (iii) forfeit your future Affiliate Accruals in respect of Fraud Traffic (as appropriate).
- Method of Payment. All payments to you will be due and payable in EURO or such other currency as we
will determine, regardless of the currency any Customers assigned to your Tracker may have played in. Payment will be made
by any method as we in our sole discretion decide; however, we will use reasonable endeavours to accommodate your preferred
payment method. Charges for wires’ commissions or courier charges will be covered by you and deducted from your Affiliate
Accruals. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated
with the transfer of monies to your Affiliate Account.
- Customer Tracking. You understand and agree that potential Customer must link through using your
Tracker ID or use other codes for tracking of your activity previously approved by us in order for you to receive Affiliate
Accruals. In no event are we liable for your failure to use Trackers or for potential Customers to properly use the system.
Notwithstanding any other provision herein, we may at any time and in our sole discretion alter our tracking system and
- Personal Customer Account. In any case you will register personally as a Customer, you will not
be entitled for commissions or any other payments for any activity under your personal customer account.
- Disputes. If you disagree with the monthly reports or amount payable, do NOT accept payment for
such amount and immediately send us written notice of your dispute. Dispute notices must be received within 30 (thirty)
days of our making available your monthly report or your right to dispute such report or payment will be deemed waived
and you shall have no claims in such regard. Further, acceptance of payment transfer or acceptance of other payment from
us by you will be deemed full and finally settled.
- Money Laundering. You shall comply with all applicable laws and any policy notified by us through
our Website or otherwise in relation to money laundering and/or the proceeds of crime.
- Taxation. All taxes due in connection with any payments to you are your sole liability. You are
responsible for complying with the rules, if any, for registering for and paying income tax and similar taxes in respect
of your income from these Terms & Conditions and for collecting and paying the income tax and social security contributions
in respect of your staff, if you have any. If Value Added Tax (VAT) or any other sales tax or turnover tax is chargeable,
you are responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the
country where the services are provided, and you acknowledge that the payments that you receive shall be deemed to include
all VAT or sales tax or turnover tax.
Term and termination
- Term and Termination. These Terms & Conditions will take effect when you indicate your acceptance
of these terms and conditions on the Affiliate Registration Form and continue until terminated in accordance with the terms
of these Terms & Conditions.
- Termination by You. You may terminate these Terms & Conditions, with or without cause, immediately
upon written notice to us, which you may send by email marked “Affiliate Termination Notice” to
[email protected]. For the avoidance of doubt, termination of our
relationship under these Terms & Conditions will end your participation in the Affiliate Network as a whole. In the
event that you elect to terminate these Terms & Conditions, you must withdraw all monies in your Affiliate Account within
30 (thirty) days of sending the above-mentioned email. If such monies have not been withdrawn in such time, then they
shall be deemed forfeited and shall revert to us.
- Termination by us. We may terminate these Terms & Conditions or ,without terminating these Terms
& Conditions as a whole, any specific Trackers, without cause at any time, upon written notice to you that we may send by
email/fax/mail to such email address/fax number/address you have provided to us. In the event we terminate our relationship
under these Terms & Conditions as a whole, we shall be entitled to automatically render any Trackers inoperative. For the
avoidance of doubt, on termination of these Terms & Conditions you will no longer receive any Affiliate Accruals. If we
terminate a specific Tracker, you will no longer receive any Affiliate Accruals through that Tracker; however, your
remaining Trackers will not be affected.
- Suspension by us. In any circumstance where we are entitled to terminate these Terms & Conditions
or terminate any specific Tracker, we may at our sole discretion and without prejudice to our further rights and remedies,
suspend our relationship under these Terms & Conditions or any specific Tracker. During the period of any suspension, we
may withhold the payment of any Affiliate Accruals that relate to any affected Trackers. Payment of any withheld Affiliate
Accruals will be made to you on the lifting of the suspension.
- Automatic Termination by us if your Account is Inactive. If your Affiliate Account is Inactive, your
Agreement and participation in the Affiliate Network will automatically terminate. In this Section, “Inactive” means where
(i) you have not generated sufficient Affiliate Accruals to trigger a payment into your Affiliate Account or you have not
cashed out any funds (through a withdrawal or a transfer to a Customer Account) for 180 (one hundred and eighty) days or
more; or (ii) you have not referred any new customers within 100 (one hundred) days (iii) you have failed to respond to any
verification emails sent to you within a reasonable time. Where automatic termination occurs, any funds remaining within your
Affiliate Account will revert to us.
Effect of Termination. The following will apply where we terminate:
- You shall stop promoting our Website and all rights and licenses given to you under
these Terms & Conditions will terminate immediately.
- You shall immediately cease use of, and remove, all links and licensed materials and any
other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned,
developed, licensed or created by us or provided by or on our behalf.
- You shall return all confidential information and cease use of any of our Marks and
the Marketing Materials.
- We may leave open, redirect or deactivate any Trackers in our sole discretion without
any obligation to pay you for Customers who subsequently become Customers.
- Provided that we have paid or do pay to you such sums as are due at the date of termination
and that shall be subject to any rights we have to make deductions hereunder, we will have no further liability
to pay you any further sums.
- Any provisions as is necessary for the interpretation or enforcement of these Terms &
Conditions shall survive any termination or expiry of these Terms & Conditions.
- No warranties. We make no warranties or representations (whether express or implied by law, statute
or otherwise) with respect to the affiliate network, our website or any content, products or services available therein or
related thereto or that our website, system, network, software or hardware (or that provided to us by third parties) will
be error-free or uninterrupted or with respect to the quality, merchantability, fitness for particular purpose or
suitability of all or any of the foregoing. Except as expressly stated otherwise in these terms & conditions, all warranties,
representations and implied terms and conditions are hereby excluded to the fullest extent permitted by law. Furthermore,
neither we (nor our providers or underlying vendors) are required to maintain redundant system(s), network, software or
- Billing and Collection Limitations. We may, in our sole discretion, use any available means to
block, restrict, remove or discount from your tracker certain Customer, transfers or patterns or reject the applications of
potential Customer and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason.
We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.
- Liability Limitations. Our obligations under these Terms & Conditions do not constitute personal
obligations of the owners, directors, officers, agents, employees, vendors or suppliers of our Website or Services other
than as provided under these Terms & Conditions. Other than as expressly provided in these Terms & Conditions, in no event
will we be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind
(regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits
or data. Our liability arising under these Terms & Conditions, whether in contract, tort (including negligence) or for breach
of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and
payable to you in relation to the Website that the dispute relates to over the previous 12 (twelve) months at the time that
the event giving rise to the liability arises.
- Indemnification. You shall defend, indemnify and hold us and our owners, officers, directors,
employees, vendors and representatives harmless on demand from and against any and all claims, demands, liabilities, losses,
damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from your breach
of these Terms & Conditions.
- Set Off. Without prejudice to any other rights or remedies available to us under these Terms & Conditions
or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you
to us, including any claims we have against you resulting from or arising from, your breach of these Terms & Conditions.
- SIndependent investigation. You warrant that you have independently evaluated the desirability of
marketing the website or services.
- SIndependent research. You understand that laws may vary from city to city, state to state and
country to country. You warrant that you have independently evaluated the laws that apply to your activities and believe
that you may participate in our affiliate network without violating any applicable rules or laws.
- Notices. All notices pertaining to these Terms & Conditions will be given by email as follows:
to you at the email address provided by you on the Affiliate Registration Form (or as subsequently updated by you to us
in the event of change), and to us at [email protected]. Any notice
sent by email shall be deemed received on the earlier of an acknowledgement being sent or 24 (twenty four) hours from
the time of transmission.
- Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture,
employment, agency or franchise between you or us under these Terms & Conditions. Neither party has the authority to
bind the other (including the making of any representation or warranty, the assumption of any obligation or liability
and/or the exercise of any right or power), except as expressly provided in these Terms & Conditions.
- Non-Exclusive. You understand that we may at any time, directly or indirectly, enter into
marketing terms with other Affiliates on the same or different terms as those provided to you in these Terms &
Conditions and that such Affiliates may be similar, and even competitive, to you. You understand that we may redirect
traffic and users from our Website to any other online site that we deem appropriate in our sole discretion, without
any additional compensation to you.
- Confidentiality and Non-Disclosure. As an Affiliate, you may receive confidential information
from us, including confidential information as to our marketing plans, marketing concepts, structure and payments.
This information is confidential to us and constitutes our proprietary trade secrets. You shall not disclose this
information to third parties or use such information other than for the purposes of these Terms & Conditions without
our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent
- Press. You may not issue any press release or other communication to the public with respect
to these Terms & Conditions, our Marks or your participation in this Affiliate Network without our prior written
- Assignment. Except where you have received our prior written consent, you may not assign at
law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with
these Terms & Conditions or any rights under these Terms & Conditions, or subcontract any or all of your obligations
under these Terms & Conditions, or purport to do any of the same. Any purported assignment in breach of this Section
shall confer no rights on the purported assignee.
- Governing Law. These Terms & Conditions (including any variation or modification thereto)
shall be deemed executed in Estonia and shall be governed by and construed in accordance with the laws of Estonia
without giving effect to conflicts of law principles. You irrevocably agree that, subject as provided below, the
courts of Tallinn, Estonia, shall have exclusive jurisdiction to determine any claim, dispute or matter arising
out of, or in connection with, or concerning these Terms & Conditions or its enforceability and you waive any
objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought
in an inconvenient forum. Nothing in this Section shall limit our right to take proceedings against you in any other
court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the
taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of
such other jurisdiction.
- Severability. Whenever possible, each provision of these Terms & Conditions will be
interpreted in such a manner as to be effective and valid under applicable law but, if any provision of these Terms
& Conditions is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective
only to the extent of such invalidity, or unenforceability, without invalidating the remainder of these Terms &
Conditions or any other provision hereof.
- Entire Agreement. These Terms & Conditions embody the complete agreement and understanding
of the parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or
written agreement or understanding between the parties in relation to such subject matter save in respect of
modification to these Terms & Conditions provided by us to you in accordance with Section 1.3 above. Each of
the parties acknowledges and agrees that in entering into these Terms & Conditions, it has not relied on any
statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently
or innocently made) of any person (whether party to these Terms & Conditions or not) other than as expressly set out
in these Terms & Conditions. Each party irrevocably and unconditionally waives all claims, rights and remedies that,
but for this Section, it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall
limit or exclude any liability for fraud.