# **AFFILIATE TERMS & CONDITIONS**
# **VERSION 1. EFFECTIVE FROM 04.04.2021 AND LAST UPDATED 9.09.2022.**
This is an agreement (“The Affiliate Agreement”) between you (“you” or “Affiliate”) and www.brofist.partners operated by BROFIST LTD, a company with registration number HE 416315 and registered address at Peiraios 30, 1st Floor, Office 101, Strovolos, Nicosia 2023, Cyprus (“Company”, “us”, “we” or “Affiliate Program”).
By registering for the Affiliate Program, and by accessing and using any of our marketing tools or accepting any reward, bonus or commission, whether contained in the Affiliate Agreement or elsewhere as a part of our Affiliate Program, you will be deemed to have read, understood and agreed to the Affiliate Agreement.
We may periodically make modifications to this Agreement and make the updated version of the same available at the website: https://brofist.partners/terms/. Your continued use of the Affiliate Program will constitute your consent to the updated Agreement.
# 1.DEFINITIONS
1.1 “Affiliate” means you, the person or entity, who applies to participate in the Affiliate Program.
1.2 “Affiliate Account” 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 Company.
1.3“Affiliate Agreement” 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, including but not limited to relevant Insertion Orders signed by the Parties.
1.4“Affiliate Application” means the application made by the Affiliate to participate in the Affiliate Program.
1.5“Affiliate Links” means internet hyperlinks used by the Affiliate to link from the Affiliate Website(s) or any other any third party website to Company Websites.
1.6“Affiliate Program” 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.
1.7 “Affiliate Wallet” means an online wallet in the name of the Affiliate into which Affiliate receives the commission and any other payments due to the Affiliate, which the Affiliate can withdraw in accordance with the Affiliate Agreement;
1.8 “Affiliate Website” means any website which is maintained, operated or otherwise controlled by the Affiliate.
1.9 “Company” shall mean BROFIST LTD and any other company within our group, including our parent companies, their parent companies and all of the subsidiaries of these respective companies, as well as the companies entitled to effect payments on behalf of BROFIST LTD according the relevant agreement between BROFIST LTD and such company.
1.10 “Company Websites” means the website www.brofist.partners or other such websites (including mirror websites) as may be added to this Affiliate Program from time to time, operated by Dama N.V./ Hollycorn N.V.;
1.11 “Commission” means the percentage of the Net Gaming Revenue, or, where applicable, a fixed amount for a New Customer (CPA structure) as set out in the Commission Structures.
1.12 “Commission Structures” means any specific reward structures expressly agreed between Company and the Affiliate and reflected in the «Commission» section within the relevant Campaign description in Your personal account page at the Affiliate Program website.
1.13 “Confidential Information” 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.
1.14. “Creatives” – marketing tools for attracting New Customers used by the Affiliate within the framework of an Advertising Company, consisting of audio-visual and text components.
1.15 “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.
1.16 “Net Gaming Revenue” or “NGR” 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).
1.17 “New Customer” 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.
1.18 “Parties” means Company and the Affiliate (each a “Party”).
1.19 “Personal Data” means any information relating to any person, whether individual or legal that is or may be identified, directly or indirectly.
1.20. “Target Audience (TA)” means key criteria of the New Customers based on the results of marketing research which the Company requires to be implied, and the Affiliate undertakes to apply in its Advertising Campaigns performed within this Agreement.
# 2. AFFILIATE OBLIGATIONS
# 2.1 Registering as Affiliate
To become a member of our Affiliate Program you must accept these Terms and Conditions by ticking the respective “Sign Up” box while submitting the Affiliate Application. The Affiliate Application will form an integral part of the Affiliate Agreement. Upon registration of the Affiliate Application this Affiliate Agreement shall enter into legal force.
You will provide any documentation required by 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. In case of denial to provide the requested documents the Company shall be entitled to terminate the Agreement at any time without applying any penalties to the Company.
If You are a legal entity, you confirm that the Affiliate Application was made by a representative of your company who has the authority to make transactions on behalf of the Company.
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 unauthorised 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 unauthorised 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 transfering 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 cause confusion 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 target country).
# 2.5 Valid traffic and good faith
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 behaviour 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 by you is in any way associated to 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.
# 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 of 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 Company within the scope of the Affiliate Program. Masking your Affiliate Links (for example hiding the source of the traffic sent to Company’s Websites) is also prohibited.
# 2.8 Email and SMS marketing
If sending any emails or SMS communications (including but not limited to messages in such messengers as Telegram, WhatsApp etc.) 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 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 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 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 ongoing commitment to responsible gaming and 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, including but not limited to advertising legislation, especially gambling advertising.
Specifically, the Affiliate acknowledges that promoting on Netherlands market resources and using Dutch language is subject to legal restrictions in Netherlands. Such actions will be considered as a breach of this Agreement and will lead to its immediate termination and account closure if disclosed. In turn, we are going to monitor the Netherlands recourses for information regarding the Company Websites on a weekly basis and in case we find new publication made by the Affiliate in breach of this article, the relationships with such Affiliate who breaks the rule would be terminated.
# 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 law applicable to your territory. This includes all applicable legislation and/or regulations relating to the use of ‘cookies’.
# 2.15. The Target Audience of the Campaign:
men 23-45 years old – about 90% of the total Target Audience;
It is IMPORTANT: to target a creditworthy audience, with an average or high monthly income, who regularly makes purchases online, and to prevent targeting a non-working, non-solvent audience who is looking for easy earnings online.
Strictly prohibited:
– to target an audience under the age of 18;
– to target a non-solvent audience by such keywords and interests as “easy earnings”, “work at home”, “earning at home”, “fast money”, “easy money”, “every deposit wins” and similar;
– 100% target for female audience without prior approval of the Company[1];
– motivated traffic (when the Affiliate motivates potential players to perform a targeted action (making a deposit, betting) by misleading (deceiving the player) in order for the Affiliate to receive commission under the current Advertising Campaign under this Agreement);
– traffic from custom actions and fraud;
– misleading of the potential New Customers (including false information in creatives and other marketing tools that mislead and deceive potential players);
– contextual advertising on the Company’s brands without prior approval of the Company;
– to specify the minimum deposit amounts in creatives, use phrases that motivate people to make minimum deposits;
– to use famous, media personalities, athletes, politicians, singers, bloggers, etc. in creatives without prior approval of the Company.
# 2.16 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.
# 2.17 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.
# 2.18 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 licence, 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 licence 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 Company’s customers.
# 4. COMPANY OBLIGATIONS
4.1. We shall use our best efforts to provide you with all materials and information required for 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 which 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 for the purposes of ensuring a high level of security, fulfilling 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 monies held in the Affiliate Wallet if they are not withdrawn within a period of 3 (three) months from the date of the termination of the Affiliate Agreement in accordance with 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 on a monthly basis in arrears, not later than the 20 th of the following calendar month. The payment term may be extended if the Company needs to conduct an additional traffic check.
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 €20 (twenty 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 of 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.
# 7. STANDARD COMMISSION STRUCTURES
7.1. Your percentage depends on last month’s FTD (applicable to the revenue share model only)
FTD 0 = 25% from NGR
FTD 1-5 = 30% from NGR
FTD 6-10 = 35% from NGR
FTD 11-20 = 40% from NGR
FTD 21-30 = 45% from NGR
FTD 31 and more = 50% of NGR
FTD = First time deposits
NGR=[(Bets-Wins)-(Bets-Wins)*Admin Fee 30%] – [(Issued Bonuses-Cancelled Bonuses)-(Positive Corrections-Negative Corrections)]
A negative balance on one brand does not affect a positive balance on another brand. Payments are made for each brand separately and they are not bundled.
FTD for the payment are summarized from all casinos you work with.
7.2. Negative carryover terms:
If the Affiliate’s account in the current accounting period (from the first day of the month till the last day of the month) has a negative NGR (Affiliate’s NGR), such as negative NGR would be carried over on the next month with the following rules (brackets used to denote negative sign):
0 > Affiliate’s NGR >= (10,000) EUR | Such as negative NGR would NOT be carried over for the next accounting period
(10,000) EUR > Affiliate’s NGR | Such as negative NGR would be carried over for the next accounting period plus (compensated by the Company) 10,000 EUR
For example, Affiliate promotes 3 Brands and at the end of the accounting period has the following statistic:
Brand 1 | NGR (13,000) EUR
Brand 2 | NGR 4,000 EUR
Brand 3 | NGR (3,000) EUR
Then at the beginning of the next accounting period Affiliate would have the following information about promoted brands:
Brand 1 | NGR (3,000) EUR, where 10,000 EUR were compensated and was not carried over
Brand 2 | NGR 0 EUR, as usual at the beginning of the accounting period
Brand 3 | NGR 0 EUR, where 3,000 EUR were compensated and was not carried over
Moreover, as mentioned above, payouts for Brands do NOT sums. E.g. if Affiliate has a revenue share 50% terms, he would gain:
0 EUR for Brand 1;
2,000 EUR (4000 * 50% = 2000) for Brand 2;
0 EUR for Brand 3.
7.3. The Company shall be released from the obligation to pay the Commission to the Affiliate under this Agreement in the following cases:
7.3.1. Traffic falling under one or more restrictions from the list specified in p. 2.15.;
7.3.2. Traffic with 0 activity – complete absence of bets and/or repeated deposits;
7.3.3. Traffic that does not fulfill the KPI of the Advertising Campaign mentioned in the “Commission” section within the relevant Campaign description in Your personal account page at the Affiliate Program website;
7.3.4. Multiaccounts of players, test conversions, fraud, chargebacks, bonus abusers/bonus hunters;
7.3.5. Overflow of the conversions limit (FTD or other type of conversion) allocated to you by the Company if otherwise is not agreed by the Parties. .
7.4. Customized Commission Structures.
Other Commission Structures different from the above-mentioned Standard Commission Structures may be reflected in the «Commission» section within the relevant Campaign description in Your personal account page at the Affiliate Program website.
Each campaign on customized commission terms shall be deemed valid since the date of its creation. If you have not launched traffic within 2 (two) weeks from the date of creation of the relevant campaign in your account in the Affiliate Program, be sure to check with your personal manager the relevance of transactions and the possibility of launching on them. Otherwise, we are not responsible for the traffic you have poured after expiration of the mentioned 2 (two) weeks period without prior confirmation by the Company.
7.5. For Commission Structures based on CPA (not applicable to the Standard Commissions Structures based on the revenue share model) the minimum number of conversions for objective traffic analysis is 20 first deposits (FTD).
If you have brought less than 20 New Customers, the Company reserves the right not to pay for this traffic until you reach the minimum number of conversions.
# 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 unauthorised 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.
# 9. TERM AND TERMINATION
# 9.1. Term
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 Affiliates failure to meet their obligations under the Agreement, spamming, committing any act of fraud 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.
# 9.3. Commission
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.
# 10. MISCELLANEOUS
# 10.1. Disclaimer
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.
# 10.2. 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 unauthorised 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.
# 10.3. Non-Waiver
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.
# 10.4. 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.
# 10.5. 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 labour 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.
# 10.6. Assignability
You may not assign the Affiliate Agreement, by operation of law or otherwise, without our prior written consent.
# 10.7. Severability
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.
# 10.8. 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.
# 10.9. 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 in our 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, you need to terminate the Affiliate Agreement. Your continued participation in our Affiliate Program following our posting of a new agreement will constitute binding acceptance of the modification or of the new agreement.
[1] According to the criteria of the target audience, which are identified on the basis of marketing research as optimal for obtaining the ultimate maximum profit and not based on gender, age and other biases.
