VERSION 1.0 IS EFFECTIVE FROM 10.02.2022.
It is important that you read and understand the contents of these terms and conditions FoggyStar.Partners (the "Agreement"). By continuing with your application to join our affiliate program, you are agreeing (subject to our approval of your application) to the terms and conditions of this Agreement. In order to make an application to join our affiliate program, you must be the owner of, or acting on behalf of the owner of, the website that is signing up for this affiliate program. If you do not agree with this Agreement or are not authorised to do so, you may not join the programm and you should discontinue your application.
1. INTRODUCTORY PROVISIONS
1.1. By registering an account on the website https://foggystar.partners/
1.2. Changes to this Agreement. FoggyStar Partners can change, amend, or modify this Agreement for any reason. In case FoggyStar Partners changes, amends, or modifies this Agreement, FoggyStar Partners will publish the new version of the Agreement on the website https://foggystar.partners/
, change its effective date and notify active Affiliates (by e-mail notification) about the new version of the Agreement no later than 3 days before prior to the entry into force of the new version of the Agreement. If the Affiliate does not agree with the new version of the Agreement, this Affiliate shall terminate this Agreement. The Affiliate's continuing participation in the Affiliate Program after the new version of the Agreement has become effective will be interpreted as the Affiliate's acceptance of the new version of the Agreement.
1.3. Definitions and Interpretation:
shall mean marketing or creative materials, including but not limited to banners or generated direct links, reviews, landings and etc., that have been provided or otherwise made available to one Party by the other Party, designed to attract potential Referred Customers via the Link(s) to the Website(s).
means you, the person or entity, who applies to participate in the Affiliate Program.
means the account of the Affiliate set up after an Affiliate Application is made by the Affiliate to take part in the Affiliate Program and approved by the Company.
means (i) all the terms and conditions set out in this document, (ii) the terms and conditions of the Commission Structures applicable to the different products and brands, and (iii) any other rules or guidelines of the Company and/or Websites made known to the Affiliate from time to time.
“Affiliate Application” means the application made by the Affiliate to participate in the Affiliate Program.
means internet hyperlinks used by the Affiliate to link from the Affiliate Website(s) or any other third party website to Company Websites.
means collaboration between the Company and the Affiliate whereby the Affiliate promotes the Company’s websites and creates Affiliate Links from the Affiliate Website(s) to Company’s websites. For such services, the Affiliate is paid a commission depending on the generated traffic to the Company’s websites, subject to terms within this Affiliate Agreement and to the applicable product-specific Commission Structure.
means an online wallet in the name of the Affiliate into which the Company pays the commission and any other payments due to the Affiliate, which the Affiliate can withdraw by the Affiliate Agreement.
means any website which is maintained, operated, or otherwise controlled by the Affiliate.
shall mean a minimum deposit amount that triggers the CPA.
shall mean any brands (whether registered or unregistered) owned and/or licensed to FoggyStar Partners.
shall mean the monetary consideration to be paid by FoggyStar Partners to the Affiliate for the provision of Services by this Agreement.
means any specific reward structures expressly agreed between Company and the Affiliate
shall mean FoggyStar Partners or https://foggystar.partners/
and any other company within our group of, including our parent companies, their parent companies, and all of the subsidiaries of these respective companies.
means the website www.foggystar.com or other such websites (including mirror websites) as may be added to this Affiliate Program from time to time, where www.foggystar.com is operated by SG International N.V.
means any information of commercial or essential value relating to Company such as, but not limited to, financial reports, trade secrets, know-how, prices, and custom quotes, business information, products, strategies, databases, technology, information about New Customers, other customers and users of Company Websites, marketing plans and manners of operation.
“Cost Per Action”
shall mean a particular type of the Affiliate Program according to which FoggyStar.Partners pay for each specified action linked to the Advertisement.
“Cost Per Lead”
shall mean a particular type of the Affiliate Program according to which FoggyStar.Partners pay for each Referred Customer registered on the Website via Single Opt-In/Double Opt-In.
shall mean an intentional act by a Qualified Customer and/or the Affiliate to obtain money from FoggyStar.Partners and/or the Website Owner (i) by deliberate deception; and/or (ii) in violation of the Rules of the Website (including, without limitation, Terms and Conditions, and other applicable documents).
shall mean the agreed territories from which a Referred Customer is referred by the Affiliate. The list of GEO is specified by FoggyStar.Partners.
“Good Industry Practice”
shall mean using such standards, practices, methods, and procedures and exercising such degree of skill and care, diligence, prudence, and foresight, which would in each case reasonably and ordinarily be expected from a skilled and experienced professional provider of digital marketing and traffic acquisition services in the same or similar circumstances.
“Hybrid Affiliate Program” shall mean a particular type of Affiliate Program that combines peculiarities of Revenue Share and CPA.
“Intellectual Property Rights” means any copyrights, trademarks, service marks, domain names, brands, business names, and registrations of the aforesaid and/or any other similar rights of this nature.
shall mean any violation of the terms and conditions of this Agreement and/or an act of gross negligence or willful misconduct of either Party.
means a new, first-time customer of the Company who made a first deposit amounting to at least the applicable minimum deposit at Company Websites’ player account, in accordance with the applicable terms and conditions of Company Websites. This excludes the Affiliate, its employees, relatives, and friends.
“Net Gaming Revenue”
means all monies received by Company from New Customers as placed bets, less (a) winnings returned to New Customers, (b) issued bonuses, (c) net balance corrections, (d) administration fees, (e) fraud costs and chargebacks. For the avoidance of doubt, all Net Gaming Revenue amounts mentioned above are only related to New Customers referred to Company Websites by the Affiliate Website(s).
shall mean FoggyStar.Partners’ revenue generated from Referred Customers during the Settlement Period net of bonuses, royalties to the Website(s) owner(s), and cash backs, discounts, returns, and taxes, if any are applicable.
means any information relating to any person, whether individual or legal, that is or may be identified, directly or indirectly.
shall mean the promotion and advertisement of the Website, designed to attract potential Referred Customers via the Link(s) to the Website(s).
means a Referred Customer, who makes a deposit, agreed within the particular Affiliate Program, on the Website within an agreed period and keeps this deposit on the Website, but excluding the Affiliate, its employees, friends, immediate family members, spouses, partners and housemates to the Website(s) promoted via FoggyStar.Partners. For the avoidance of doubt, the User shall not qualify as a Qualified Customer for a Website if that user has previously registered an account on that Website.
shall mean a user, who accesses the Website via clicking a Link, registering on the Website, and who does not have and has never had an account on the Website.
shall mean a particular type of the Affiliate Program according to which Net Revenues generated from Referred Customers in the Settlement Period are distributed between FoggyStar.Partners and the Affiliate based on the percentage agreed by Parties in the process of communication.
or “Unsolicited Advertisement” shall mean Advertisement, such as (but not limited to) Advertisement containing contents (i) derogating or distorting a nation or race or of derogatory or distorting nature of any kind, e.g., based on a person’s sex, sexual orientation, race or nation; and/or (ii) of pornographic, indecent, immoral or otherwise offensive nature; and/or (iii) of defamatory or libelous or slanderous nature; and/or (iv) promoting ethnic or religious hostility or intolerance; and/or promoting violence, political unrest or war; and/or (v) endangering national or international security, national integrity or the constitutional order of any country; and/or that falsely expresses or implies that such content is sponsored or endorsed by FoggyStar Partners; and/or (vi) that may be deemed malicious or harmful to or may be able to damage 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) that is sent to Referred Customer without Referred Customer’s prior due consent, if the provision of such consent is required under applicable laws, in case of email or SMS marketing.
2. AFFILIATE OBLIGATIONS
2.1 Registering as Affiliate
After registering on the FoggyStar Partners we will, at our sole discretion, determine whether or not to accept an Affiliate Application and our decision is final and not subject to any right of appeal. We will notify you by email as to whether or not your Affiliate Application has been successful.
You will provide any documentation required by the Company to verify the Affiliate Application and to verify the Affiliate Account information at any time during the term of the Affiliate Agreement. This documentation may include but is not limited to: bank statements, individual or corporate identity papers and proof of address.
It is your sole obligation to ensure that any information you provide us with when registering with the Affiliate Program is correct and that such information is kept up-to-date at all times.
2.2 Affiliate login details
It is your sole obligation and responsibility to ensure that login details for your Affiliate Account are kept confidential and secure at all times.
Any unauthorized use of your Affiliate Account resulting from your failure to adequately guard your login information shall be your sole responsibility, and you remain solely responsible and liable for all such activity occurring under your Affiliate Account user ID and password (whether such activity was undertaken by you or not). It is your obligation to inform us immediately if you suspect illegal or unauthorized use of your Affiliate Account.
2.3 Affiliate Program participation
The Affiliate Program is intended for your direct participation. Opening an Affiliate Account for a third party, brokering, or transferring an Affiliate Account is not accepted. Affiliates wishing to transfer an account to another beneficial owner must contact us and request permission. Besides, you shall not open more than one Affiliate Account without our prior written consent.
By agreeing to participate in the Affiliate Program, you agree to use your best efforts to actively advertise, market, and promote the Company Websites in accordance with the Affiliate Agreement and Company’s instructions from time to time. You will ensure that all activities taken by you under the Affiliate Agreement will be in Company’s best interest and will in no way harm the Company’s reputation or goodwill.
You may link to the Company Website’s using the Affiliate Links or other such materials as we may from time to time approve. This is the only method by which you may advertise on our behalf.
2.4 Affiliate Website
You will be solely responsible for the development, operation, and maintenance of the Affiliate Website and for all materials that appear on the Affiliate Website. You shall at all times ensure that the Affiliate Website is compliant with all applicable laws, including General Data Protection Regulation (GDPR), and functions as a professional website.
You will not present the Affiliate Website in such a way so that it may confuse with the Company Websites, or so that it may give the impression that it is owned or operated by Company.
The Affiliate Website will not contain any defamatory, libelous, discriminatory, or otherwise unsuitable content (including, but not limited to, violent, obscene, derogatory, or pornographic materials or content which would be unlawful in the target country).
2.5 Valid traffic and good faith
You will not generate traffic by using branded keys for the placement of contextual advertising. It's not allowed to send branded traffic to Company Websites. You hereby recognize that any New Customer attracted by using branded keys for placement of contextual advertising does not count as a valid New Customer under the Affiliate Agreement, and thereby any Commission in relation to such New Customers can be frozen or no payable upon Company decision.
You will not generate traffic to Company Websites by registering as a New Customer whether directly or indirectly (for example by using associates, family members, or other third parties). Such behavior shall be deemed as fraud.
You will also not attempt to benefit from traffic not generated in good faith. If you have any reasonable suspicion that any New Customer referred to by you is in any way associated with bonus abuse, money laundering, fraud, or other abuse of remote gaming websites, you will immediately notify us of this.
You hereby recognize that any New Customer found to be a bonus abuser, money launderer, or fraudster or who assists in any form of affiliate fraud (whether notified by you or later discovered by us) does not count as a valid New Customer under the Affiliate Agreement, and thereby no Commission shall be payable in relation to such New Customers.
You hereby recognize that in case a big winning takes place in the end of the current month (from 20 till 30/ 31) and a balance of a respective player remains unspent or is lost during the next month, such funds will not be included in commission fees of a partner in accordance with the terms of the Revenue Share or Hybrid deals.
You hereby recognize that if 40% or more of New Customers of your total traffic volume made only a minimum first deposit during the current month, then such traffic shall be considered as motivated under the Affiliate Agreement, and thereby any Commission in relation to such New Customers can be frozen or no payable upon Company decision.
You hereby recognize that if more than 50% of New Customers of your total traffic volume made only a minimum first deposit during the current month, then the whole traffic volume shall be considered as motivated. In this case, the Company has a right not to pay the Commission for such traffic.
You hereby recognize that if 20% or more of New Customers of your total traffic volume are found to be bonus abusers, money launderers, or fraudsters or assist in any form of affiliate fraud (whether notified by you or later discovered by us) do not count as a valid New Customers under the Affiliate Agreement, and thereby no Commission shall be payable in relation to whole your traffic.
The Company has a right to ask you by sending the email or notifying via other instant messengers (Skype, telegrams, WhatsApp, etc.) to suspend your traffic to check the quality of your traffic, as well as to check your traffic for fraud. You hereby recognize that by receiving suspension notification from the Company you will stop the traffic and all New Customers who registered after this notification will not count as a valid New Customer and thereby any Commission in relation to such New Customers can be frozen or no payable upon Company decision.
The Company has a right to cancel the partner's current deal and set a new deal unilaterally notifying the Partner one (1) bank day in advance. Reasons for cancellation may include:
- a) low-quality traffic;
b) low conversion that may lead to a negative balance.
You hereby recognize that after the cancellation of a current deal and setting of the one with unilateral notification one (1) bank day beforehand all subsequent traffic that will be brought by the Partner (registrations, first deposits, and subsequent deposits) will be paid under conditions of a new deal.
2.6 Unsuitable websites
You will not use any Affiliate Links or otherwise place any digital advertisements whatsoever featuring our Intellectual Property on any unsuitable websites (whether owned by a third party or otherwise).
Unsuitable websites include, but are not limited to, websites that are aimed at children, display illegal pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the intellectual property rights of any third party or the Company, or breach any relevant advertising regulations or codes of practice in any territory where such Affiliate Links or digital advertisements may be featured.
2.7 Affiliate Links
The Affiliate Links shall be displayed at least as prominently as any other sales link on the Affiliate Website.
You will only use Affiliate Links provided by the Company within the scope of the Affiliate Program. Masking your Affiliate Links (for example hiding the source of the traffic sent to the Company’s Websites) is also prohibited.
2.8 Email and SMS marketing
If sending any emails or SMS communications to individuals which (i) include any of Company’s Intellectual Property Rights; or (ii) otherwise intend to promote Company Websites, you must first obtain our permission to send such emails.
If such permission is granted by the Company, you must then ensure you have each and every recipient’s explicit consent to receive marketing communications in the form of communication to be sent (i.e. by SMS or email) and that such individuals have not opted out of receiving such communication. You must also make it clear to the recipient that all marketing communications are sent from you and are not from our Company.
2.9 Use of Company Intellectual Property Rights
Any use of the Company’s Intellectual Property Rights must be in accordance with any brand guidelines issued to you from time to time and are always subject to the approval required in the clause below.
You will not register domain names, as well as search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service, or other referral service which are identical to any of the Company’s trademarks or otherwise include the Company trademarks.
2.10 Approved creative
You will not use any advertising layout or creative (including banners, images, logos) incorporating our Intellectual Property Rights unless the advertising layout or creative was provided to you by the Company or (if advertising layouts are created by you) without the advance written approval of Company. You will not modify the appearance of any advertising that has been provided to you or for which approval was granted.
It is your responsibility to seek approval from Company in time for the launch of any advertising campaign or creative, to ensure you have written approval from the Company in relation to advertising, and to be able to evidence such approval upon request.
2.11 Loyalty Programs
You will not offer any cash-back / value-back or similar programs, other than such programs as are offered on the Company Websites.
2.12 Responsible Gaming
The Company has an ongoing commitment to responsible gaming and the prevention of gambling addiction. You agree to actively cooperate with the Company to convey a responsible gaming message. Specifically, you will not use any material or in any way target persons who are under 18 or the legal gambling age in their jurisdiction.
2.13 Illegal activity
You will not target any territory or jurisdictions where gambling is illegal. You will act within the relevant and/or applicable law at all times and you will not perform any act which is illegal in relation to the Affiliate Program or otherwise. In addition, FoggyStar Partners have the right to impose restrictions on the GEO regardless of whether or not gambling is prohibited in the Customers' territory for any reason.
2.14 Data Protection and Cookies
You shall at all times comply with the General Data Protection Regulation (GDPR) and any existing or new data protection acts, regulations, or laws applicable to your territory. This includes all applicable legislation and/or regulations relating to the use of ‘cookies’.
2.15 Cost and expense
You shall be solely responsible for all risk, costs, and expenses incurred by you in meeting your obligations under the Affiliate Agreement.
2.16 Company monitoring of Affiliate activity
You will immediately give Company all such assistance as is required and provide us with all such information as is requested by Company to monitor your activity under the Affiliate Program.
2.17 Commissions paid incorrectly
The Affiliate agrees to immediately upon request by Company, return all Commissions received based on New Customers referred to Company in breach of the Affiliate Agreement or relating to fraudulent or falsified transactions.
3. AFFILIATE RIGHTS
3.1. Right to direct New Customers
We grant you the non-exclusive, non-assignable, right, during the term of this Affiliate Agreement, to direct New Customers to such Company Websites as we have agreed with you in strict accordance with the terms of the Affiliate Agreement. You shall have no claim to Commission or other compensation on business secured by persons or entities other than you.
3.2. Licence to use Company Intellectual Property Rights
We grant to you a non-exclusive, non-transferable license, during the term of this Affiliate Agreement, to use the Company Intellectual Property Rights, which we may from time to time approve solely in connection with the display of the promotional materials on the Affiliate Website or in other such locations as may have been expressly approved (in writing) by Company. This license cannot be sub-licensed, assigned, or otherwise transferred by you.
3.3. Players’ Personal Data
For the purpose of the services delivered under this Agreement, it is understood that the Affiliate shall not have access to any Personal Data of the Company’s customers.
4. COMPANY OBLIGATIONS
4.1 We shall use our best efforts to provide you with all materials and information required for the necessary implementation of the Affiliate Links.
4.2 At our sole discretion, we will register any New Customers directed to the Company Websites by you and we will track their transactions. We reserve the right to refuse New Customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish.
4.3 We shall make available monitoring tools that enable you to monitor your Affiliate Account and the level of your Commission and the payment thereof.
4.4 We shall use and process the following personal data of an Affiliate or any Affiliate employee, as follows: your username for logging in, your email address, name, date of birth, your country and address, telephone number, and financial data to ensurehigh level of security, fulfill the AML legal requirements and for managing our business relationship.
4.5 Subject to your strict adherence to the Affiliate Agreement, we shall pay you the Commission in accordance with Clause 6.
5. COMPANY RIGHTS AND REMEDIES
In the case of your breach (or, where relevant, suspected breach) of this Agreement or your negligence in performance under the Affiliate Program, or failure to meet your obligations hereunder, the Company shall have the following remedies available:
a) the right to suspend your participation in the Affiliate Program for the period required to investigate any activities that may be in breach of the Affiliate Agreement. During such period of suspension payment of Commissions will also be suspended;
b) the right to withhold any Commission or any other payment to the Affiliate arising from or relating to any specific campaign, traffic, content or activity conducted or created by the Affiliate which is in breach of the Affiliate’s obligations under the Affiliate Agreement;
c) the right to withhold from the Commission monies which Company deems reasonable to cover any indemnity given by the Affiliate hereunder or to cover any liability of Company which arises as a result of the Affiliate’s breach of the Affiliate Agreement;
d) immediately terminate the Affiliate Agreement;
e) the right to withhold money held in the Affiliate Wallet if they are not withdrawn within 3 (three) months from the date of the termination of the Affiliate Agreement under clause 9.1.
Our rights and remedies detailed above shall not be mutually exclusive.
6. COMMISSION AND PAYMENT
6.1. Subject to your adherence to the provisions of the Affiliate Agreement, you will earn Commission in accordance with the Commission Structure. We retain the right to change the Commission percentage and method of calculation of Commission in accordance with this clause.
6.2 The Commission is calculated at the end of each month and payments shall be made every month, not later than the 10th business day of the following calendar month.
6.3. Payment of Commission will be made through our Affiliate Wallet. Due to existing regulations, Affiliates may be required for verification and “know your customer” documentation before a withdrawal can be accessed.
6.4. A minimum amount of €50 (fifty euro) may be withdrawn from the Affiliate Wallet at one time.
6.5. If an error is made in the calculation of the Commission, the Company has the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.
6.6. The Affiliate may, at the Company’s sole discretion, be provided with the opportunity to restructure its commission structure.
6.7. The Affiliate’s acceptance of a Commission payment shall constitute the full and final settlement of the balance due for the relevant period. In case the Affiliate disagrees with the balance due as reported, he or she shall notify the Company within fourteen (14) calendar days and clearly state reasons for the disagreement. Failure to notify the Company within this time limit shall be considered as an irrevocable acknowledgment of the balance due for the relevant period.
6.8. The Commission shall be deemed to be exclusive of value-added tax or any other applicable tax. The Affiliate shall have the sole responsibility to pay any and all taxes, levies, charges, and any other money payable or due to any tax authority, department, or other competent entity as a result of the compensation generated under the Affiliate Agreement.
6.9 In the case of partnership on a Hybrid and CPA basis several stipulations should be taken into account:
Negative Revenue Share will be deducted from the CPA part of the commission. This stipulation takes effect unless otherwise agreed with the affiliate manager beforehand.
Duplicate accounts and self-excluded players will be deducted from the CPA part of the Commission. This stipulation takes effect unless an alternative was discussed with the affiliate manager beforehand.
In cases certain CAP was negotiated with a partner commission will be paid only for the negotiated number of FTDs.
A first-time deposit (lead) that is being generated from FB, e-mail, SMS, UAC sources are paid if a deposit was made within 30 days since a lead had made a registration. A lead who made a first-time deposit after a specified period of time (30 days) is not paid.
A first-time deposit (lead) that is being generated from a PPC source is paid if a deposit was made within 45 days since a lead had made a registration. A lead who made a first-time deposit after a specified period of time (45 days) is not paid.
A first-time deposit (lead) that is being generated from an SEO or ASO source is paid if a deposit was made within 60 days since a lead had made a registration. A lead who made a first-time deposit after a specified period of time (60 days) is not paid.
6.10 Available payment methods.
Within the affiliate program of FoggyStar.Partners affiliates can withdraw their commission funds using the following payment methods: Skrill, Neteller, Bank Transfer, Coinspaid.
7. STANDARD COMMISSION STRUCTURES
25% if NGR is < 5 000 euro
35% if NGR is between 5 001 and 10 000 euro
45% if NGR is between 10 001 and 20 000 euro
50% if NGR is over 20 001 euro
8. CONFIDENTIAL INFORMATION
During the term of the Affiliate Agreement, you may from time to time be entrusted with confidential information relating to our business, operations, or underlying technology and/or the Affiliate Program (including, for example, the Commissions earned by you under the Affiliate Program).
You agree to avoid disclosure or unauthorized use of any such confidential information to third persons or outside parties unless you have our prior written consent. You also agree that you will use the confidential information only for the purposes of the Affiliate Agreement. Your obligations in regards to this clause survive the termination of this Agreement.
In addition, you must not issue any press release or similar communication to the public with respect to your participation in the Affiliate Program without the prior written consent of the Company (with approval of the exact content to also be approved by the Company).
9. TERM AND TERMINATION
The term of the Affiliate Agreement will begin when you are approved as an Affiliate and will be continuous unless and until either Party notifies the other in writing that it wishes to terminate the Agreement. In this case, the Agreement will be terminated 30 days after such notice is given. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification.
For the avoidance of doubt, Company may also terminate (in accordance with Clause 5 above) upon immediate notice at any time for the Affiliate’s failure to meet their obligations under the Agreement or otherwise for the Affiliate’s negligence.
9.2 Affiliate actions upon termination
Upon termination, you must immediately remove all of Company banners or creatives from the Affiliate Website and disable all Affiliate Links from the Affiliate Website to all Company Websites.
All rights and licenses given to you in the Affiliate Agreement shall immediately terminate.
You will return to Company any confidential information and all copies of it in your possession and control and will cease all uses of all Company Intellectual Property Rights.
Upon termination of the Affiliate Agreement for any reason, all Commission relating to any New Customers directed to Company during the term shall not be payable to the Affiliate as from the date of termination, in addition, the company reserves the right to cancel all payments after termination of the Affiliate Agreement unless otherwise is agreed in writing.
10. ANTI-CORRUPTION CLAUSE
10.1 Each Party declares and warrants that it is aware of and understands the requirements of the anti-corruption laws which may apply to the respective Party at any given situation throughout the world (hereinunder – “Applicable Anti-Corruption Laws”).
10.2 Each Party shall not propose, implement, promise to perform or permit both in connection with the operations provided for the purpose of the business relationship between the Parties, and any other operations with the participation of other Party, any payment of money or the provision of a gift of undue advantage directly or indirectly to:
10.2.1 any Public official or any Political Party (Person);
10.2.2 any director, official, employee, representative of other Party or to their close relatives;
10.2.3 any other private person or legal entity, knowing that any part of such payments or transfers will be offered, executed, or promised, directly or indirectly, to the persons specified in paragraphs (і) and (іі) stated above.
10.3 Each Party undertakes that no payment from one of the Party to the other Party shall be used to offer or grant any undue pecuniary advantage of any kind to any officer of any third party in exchange for the signing, or the promise of signing, by such third party of an agreement with the respective Party.
10.4 It is the understanding of both Parties that any violation of clause 12 shall be considered a Material breach of this Agreement.
We make no express or implied warranties or representations with respect to the Affiliate Program, about Company or the Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality, or non-infringement). In addition, we make no representation that the operation of our sites will be uninterrupted or error-free and will not be liable for the consequences if there are any. In the event of a discrepancy between the reports offered in the Affiliate Account system and the Company database, the database shall be deemed accurate.
11.2 Indemnity and Limitation of Liability
You shall indemnify and hold Company, our directors, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including legal fees, resulting from or in any way connected with (a) any breach by you of any provision of the Affiliate Agreement, (b) the performance of your duties and obligations under the Affiliate Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our creatives and links or this Affiliate Program.
The Company shall not be held liable for any direct or indirect, special, or consequential damages (or any loss of revenue, profits, or data), any loss of goodwill or reputation arising in connection with the Affiliate Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages.
Our failure to enforce your strict performance of any provision of the Affiliate Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of the Affiliate Agreement.
11.4 Relationship of Parties
The Company and the Affiliate are independent contractors and nothing in the Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this Affiliate Agreement.
11.5 Force Majeure
Neither party shall be liable to the other for any delay or failure to perform its obligations under the Affiliate Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force majeure event subsists for a period exceeding thirty (30) calendar days then either Party may terminate the Affiliate Agreement with immediate effect by providing a written notice.
You may not assign the Affiliate Agreement, by operation of law or otherwise, without our prior written consent.
If any provision of the Affiliate Agreement 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 the Affiliate Agreement or any provision hereof.
11.8 English language
The Affiliate Agreement was first drafted in English. Should there be any conflict or discrepancy between the English language version and any other language, the English version shall prevail.
11.9 Modification of Terms & Conditions
We may modify any of the terms and conditions contained in the Affiliate Agreement or replace it at any time and other casualtiesour sole discretion by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available Commissions and Affiliate Program rules.
If any modification is unacceptable to you, your need to terminate the Affiliate Agreement. Your continued participation in our Affiliate Program following our posting of a change notice or new agreement will constitute binding acceptance of the modification or the new agreement.