Terms and Conditions
1. General Provisions
This Public Offer Agreement (“Agreement”) are entered into by Advertiser and You (“Publisher”), and is made effective as of the date of your electronic acceptance. This Agreement sets forth the terms and conditions of our cooperation and your participation in our Affiliate Program (“Affiliate Program”) and is deemed to be a public offer of SOL Networks Limited. In this Agreement “you,” “your” or “Publisher” shall refer to any individual or entity who accepts this Agreement. The terms “we”, “us”, “our” and “Advertiser” refer to a company SOL Networks Limited. Publisher and Advertiser may also be referred to herein individually as a “Party” and collectively as “Parties”. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
2. Definitions used in Agreement:
Account – your account opened with HasOffers and accepted by us in order for you to become our Affiliate program member.
Ad Fraud − Ad Fraud is when a company knowingly serves ads that no one will actually see as a way to drive “views” and revenue. For example, a website can use bots to automatically refresh its pages in order to register a high number of page views and appear more attractive as an inventory source on ad exchanges.
Advertisement – means the advertisement, including any copy and text ads, graphic, sound, video, programming code and/or other content that comprises the advertisement, as well as the websites to which an advertisement is linked, if applicable.
Agreement – this Agreement the last version of which is always found at https://www.anastasiasaffiliate.hasoffers.com
Bot − A software application that runs automated tasks – usually that are both simple and structurally repetitive – over the internet typically at a much higher rate than would be possible for a human alone. Cost per action (CPA) is an online advertising pricing model where the Advertiser pays for a specified action. “Action” means a Conversion, whereas “Conversion” means the sales event which is subject to a specific commission payout as defined in the IO.
CPC (Cost per Click) − CPC Stands for Cost per Click. This is the price paid by an Advertiser to a Publisher for a single click on the ad that brings the consumer to its intended destination.
CPL (Cost per Lead) - an online advertising pricing model, where the Advertiser pays for an explicit sign-up from a consumer interested in the advertiser's offer.
CPI (Cost Per Install) − CPI, or Cost Per Install, is an advertising method that only charges Advertiser each time their app is downloaded.
CPM (Cost per Thousand) − With the CPM bidding strategy, Advertiser pay based on the number of impressions your ad receives.
Confidential Information shall mean any and all information directly or indirectly concerning the Disclosing Party (as defined below), whether written or oral, regardless of format or medium, furnished to or acquired by the Receiving Party (as defined below) or the Receiving Party’s shareholders, directors, officers, employees, advisors, consultants or agents (collectively, its “Representatives”), that is not generally known to the public. To the extent consistent with the foregoing, Confidential Information includes without limitation, lists of any information about a Party's executives and employees, marketing techniques and information, price lists, pricing policies, business methods, contracts and contractual relations with customers and suppliers, computer software programs (including object code and source code), data base technologies, systems, structures and architectures, trade secrets, business acquisition plans and new personnel acquisition plans, including all copies thereof. Confidential Information also includes all notes regarding, extracts from, compilations of, and other materials or media containing, based upon, or derived from the foregoing information that are prepared by or on behalf of either Party, including all copies thereof. With regard to SOL Networks Limited Confidential information specifically includes data bases with Customers’ names and/or surnames, telephone numbers and also any other information regarding to data bases of SOL Networks Limited.
Destination URL – URL address provided by the Advertiser which is used as location for Publisher traffic or leads.
Disclosing Party shall mean the Party disclosing Confidential Information to the other Party, and shall include any person or entity, directly or indirectly, that controls, is controlled by, or is under common control with such Party.
Display Advertising − A form of online advertising where an Advertiser‘s message is shown on a web page, generally set off in a box at the top or bottom or to one side of the content of the page.
E-mail – an e-mail address of account manager responsible for communication from our side. Please communicate with him in case of any questions.
Landing pages - a web page which serves as the entry point for a website or a particular section of a website.
Net – Payment period after invoicing of the Reporting period.
Offer – an offer for the Publisher to provide Advertiser with an advertising services published on Site and stipulating rates, pricing model, restrictions, targeting and other rules.
Opt In − Refers to an individual giving a company permission to use data collected from or about the individual for a particular reason, such as to market the company's products and services, send marketing messages, e-mails and etc.
Receiving Party shall mean the Party receiving Confidential Information from the other Party.
Reporting period – one calendar month.
Site – shall mean website https://www.anastasiasaffiliate.hasoffers.com where all Offers and last version of this Agreement are published.
Third-Party Data − Information that an established data company collects indirectly or aggregates from others and then sells to ad buyers.
Weekly cap – this is the maximum limit of traffic/order/leads/signups (actionable trigger) or this money equivalent Publisher is allowed to send each week (London Timezone UTC+0). Publisher will not receive any extra compensation in case he will exceed this limit for any reason.
3. Services and Intellectual Property right
3.1. Publisher shall display the Advertisement and perform the user generation services described in the respective Offer. Advertisement is created using Advertiser provided Creative materials, but if Publisher wishes to use their own creative materials and/or to amend Advertiser provided Creative materials then it should be agree by the Advertiser in advance prior using such.
3.2. Advertiser grants to Publisher during the term of the Agreement and respective Offer a non-exclusive, royalty-free, worldwide right by all means and in any media, whether now known or unknown, to use, reproduce, distribute, publicly perform, publicly display and digitally perform such Advertisement and all its constituent parts. Publisher should take into consideration all Restrictions found in this Agreement and respective Offer and abide them.
3.3. Advertiser grants to Publisher during the term of the Agreement and respective Offer the right to use, reproduce, display, transmit and distribute Advertiser´s Data, including trademarks, logos, images, trade names, service marks, and other proprietary words and symbols which Advertiser may adopt from time to time (collectively “Trademarks”) as well as the logos, names and other proprietary words and symbols of the products provided by the Advertiser in order to fulfill its obligations under this Agreement. Nothing contained herein will confer upon Publisher any right, title or interest in any of the Advertiser’s Trademarks either alone or in association with other words or names.
3.4. All Creative materials of Advertiser are the intellectual property of Advertiser. Publisher is not allowed to use those Creative materials to promote any third parties’ sites/services/apps or design other materials similar to Advertiser’s Creative materials (banners, landing pages, etc.) to promote any other sites/services/apps.
4. Remuneration and Payments
4.1. Remuneration for the provided Services in accordance with this Agreement and Offers is paid according statistics generated by the Site during the Reporting period and self billing invoices issued by the Advertiser. Payments are made in 30 days after the issue of self billing invoice if not later amended by the Parties.
4.2. You must reach a minimum USD 500 balance in order to be paid. Your balance can be found on Site. Publisher is entitled to request the payment of the remuneration earlier and Advertiser at its own discretion may agree to make such payment. If You can’t reach a minimum balance in 6 months your balance will be written off.
4.3. You can see the statistics (reports) and self billing invoices in your Account. You agree to accept invoices raised by us on your behalf and not to issue a VAT-invoice for Services covered by the self billing invoice provided by us and agree not to raise sales invoices for the transactions covered by this Agreement. Self billing invoices will be issued until the Agreement (your participation in Affiliate Program) is terminated. If VAT registration number of one of the Parties is changed, then Parties will conclude a new agreement. In case you have objections against our self billing invoice (remuneration and/or deductions imposed) such objections should be raised within 5 (Five) business days after the date of receiving of such and in such case Parties will make a joint check of payments. You agree that we can reserve the payment until You and us come to a consensus about the amount of payment. Parties agree that all the documents are prepared electronically and are valid without signatures of the Parties.
4.4. Conditions of the Offer (i.e. Conversion price) may be changed during invoicing period. You will be notified about such changes by E-mail and/or by posting an amended Offer on Site. In case the Offer changes during the invoicing period, new Offer conditions are applied only to conversions occurred after the date of the changes. By participating in our Affiliate Program you agree to conversion rates and prices, payment methods.
4.5. Advertiser shall pay Publisher for all Advertisements published by Publisher according to the conversion rate and conversion price as set in the Offer. Advertiser retains the right to calculate remuneration based on its own statistics. 4.6. Advertiser will not reimburse any of Publisher costs if they were not previously agreed by us in writing (by E-mail).
4.7. Parties agrees that remuneration shall be paid in Euros, but it can be paid also in other currencies by applying the exchange rates of European Central Bank on the previous date before the transaction.
4.8. Payment shall be made to you via bank wire, Payoneer, PayPal, electronic money or via other payment methods at Advertiser’s sole discretion in accordance with the details you provided during the registration process which later may be amended on Site.
4.9. Any taxes imposed on Publisher by any governmental authority or financial institution in connection with the execution and performance of this Agreement shall be duty paid by Publisher.
4.10. Remunerations are paid according to the rules of international payments.
4.11. Bank commissions and transaction fees are paid by Advertiser with exception of correspondence banks transaction fees or incoming funds commission applied by your bank.
4.12. In case of return of funds due to misleading information provided by Publisher, Publisher pays transfer fees and commissions.
4.13. Advertiser’s obligation to pay remuneration to Publisher is considered to be fulfilled after Advertiser’s bank account is debited with a corresponding payment amount.
4.14. You are solely and exclusively liable for complying with, and making all payments under, all applicable local, state, federal, and international laws, including laws governing self-employed individuals if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on fees paid to you under this Agreement. We won`t withhold or make payments for social security, unemployment insurance, or disability insurance contributions or obtain workers’ compensation insurance on Your behalf. You hereby agree to indemnify and defend us and our affiliates, partners, agents, employees against any and all such taxes or contributions, including penalties and interest. Publisher is obliged to provide proof of payment of appropriate taxes on fees paid upon Advertiser request.
4.15. Advertiser may extend final remuneration payment for 45 days from the termination of the Agreement to ensure that the correct final amount is paid to Publisher.
5. Creative materials
5.1. Creative materials Restrictions:
Publisher is allowed to use creative materials provided by Advertiser. If Publisher would like to create own creative materials to promote sites/services of Advertiser, those materials should be reviewed and approved in advance by Advertiser. Approval may be received only from E-mail shown on Site and e-mails from other Advertiser`s representatives are not valid.
5.2. Publisher agrees that he will be fully liable for all possible fines and claims/damages/penalties of third parties in case of using creative materials which were not approved by Advertiser or which violate the rules of Agreement and/or Offer.
5.3. Publisher have no right to use the customer’s or any individual’s data, including photos and their profiles by any way, including coping, revision, placing in any source of information, including ANY other websites (belonging to us or to any third parties) and in creative materials/Advertisements. Such Your activity is considered to be the infringement of Our intellectual property rights and violation of individual’s rights and it may cause non-payment of the remuneration to You, your obligation to reimburse all of damages (our and individuals) and is prosecuted by law.
5.4. NO PART AND NO CONTENT OF ANY CREATIVE MATEIALS MAY BE COPIED, REPRODUCED, REPUBLISHED, POSTED, PUBLICLY DISPLAYED, ENCODED, TRANSLATED, TRANSMITTED OR DISTRIBUTED IN ANY WAY (INCLUDING “MIRRORING” AND SCREENSHOTS) FOR PUBLICATION OR DISTRIBUTION OR FOR ANY COMMERCIAL AND NON-COMMERCIAL ENTERPRISE.
6. Services Terms, Conditions and Restrictions.
6.1. Traffic restrictions (if differ from the restrictions stipulated in Offer then Offer restrictions prevail):
6.1.1. Allowed Traffic Types Publisher is authorized to provide:
- Web display;
- E-mail traffic (Opt-In basis only). Should be compliant Can-Spam act, Federal and California state law;
- Search advertising (with keywords restrictions, see below);
- Mobile web (including Tablets), Mobile in-app traffic;
- Video (all IAB formats are permitted);
- Adult traffic must always be agreed by the Advertiser in writing (e-mail).
6.1.2. Traffic Restrictions Publisher is strictly prohibited to provide:
- Incentives ;
- Chat-box/bot traffic;
- Facebook (including Facebook network) and Twitter promotion;
- SMS – traffic;
- Traffic from messengers.
6.1.3. The following additional limitations are included as non-valid leads
: - Conversions originating from Content Locking;
- Conversions originating from incentivized traffic of any kind (including but not limited to: giving a reward whether financial or virtual to a user for completing the steps required for a valid conversion);
- Conversions originating from the misleading of the user – including users who were lead to believe they will receive something else other than the content provided by the Advertiser;
- Conversions originating from Proxies, Disposable/free to use e-mail addresses and/or repeating IP ranges;
- Publisher agrees to pass sub sources IDs (also referred to as reporting URL macros) in all traffic directed to the Offer. Advertiser reserves the right to chargeback up to 100% of traffic, where this requirement is not met;
6.1.4. Advertiser shall not pay for the Offer if the complaint rate for the traffic according this Offer is more than 1% for DOI (Double Opt-In) users;
6.1.5. Advertiser may not pay for the Offer in case traffic is going from unidentified sources and Publisher refuses or can’t disclose these sources.
6.1.6. In case of “Per First Order Program” Offer Advertiser pays you a remuneration for each first sale of a service purchased by Customer who registered with your afid parameter only within 30 days after a customer registers at any of sites mentioned in relevant Offer. Remuneration and number of orders per program are calculated separately;
6.1.7. In case of “Per Each Order Program” Offer Advertiser pays you a remuneration for each credit purchased by Customer who registered with your afid parameter only for the first 365 days after a customer registered at any of sites mentioned in relevant Offer. Remuneration and number of orders per program are calculated separately.
6.1.8. Unfortunately, at this time we do not accept Publishers from the following countries: Afghanistan, all African countries (excluding Republic of South Africa), Bangladesh, India, Iraq, Iran, Jordan, North Korea, or from other US/EU/UN embargoed or sanctioned countries.
6.1.9. We retain the right not to pay You a remuneration/commission if traffic was sent without the Advertiser's prior approval.
6.2. Key Words and Wordings Restrictions:
6.2.1. Publisher is not permitted to advertise in search advertising and organic search using keywords specific to AnastasiaDate, RussianBrides, AsianBeauties, AsianDate, AmoLatina, ArabianDate, AfricanDate, Yourtravelmates, Yourchristiandate, DatemyAge, FlirtWith, Sharekalomre, TripTogether (e.g. AnastasiaDate, Anastasia Romance, Anastasia International, AnastasiaWeb, Anastasia, Russian Brides, Asian Date, AmoLatina, Arabian Date, Trip Together etc.) and variations in terms of punctuation, spelling, the addition of words and/or the addition the addition of top-level domains (e.g. AnastasiaDate.com). It is restricted to use any possible combinations of nationality, location andor race and gender specific words, marital status (e.g. Ukrainian women, Serbian singles, greek ladies, American men, Kiev singles etc.). Any kinds of generic keyword combinations specific to dating is also prohibited (e.g. dating site, online date, meet online, premium dating etc.).
6.2.2. Publisher is strictly prohibited to use the following words in metatags, keywords, hidden text, texts for advertising materials, the addition of words and/or the addition the addition of top-level domains or other terms:
or any their variations in terms of punctuation and spelling.
6.2.3. Publisher is not permitted to use the following words as metatags, keywords, hidden text, texts for advertising materials or other terms: “foreign affair”, “loveme”, “foreignladies.com” and permutations of these words and phrases; and the exact phrases “foreignladies.com”, “foreignwomen.com” and “asiansingles.com.”
6.3. E-mail traffic Terms and Restrictions:
6.3.1. Publisher may only send emails advertising Advertiser`s operated web-sites to persons who have Opted-In to receiving commercial emails either from Publisher and/or Publisher`s marketing affiliates and have legally transferred such permission to the Publisher.
6.3.2. The email must comply fully with the FTC Guidelines for Commercial emails, http://www.business.ftc.gov/documents/bus61-can-spam-act-compliance-guide-business . Specifically, the following FTC guidelines apply: - Don’t use false or misleading header information. Your “From,” “To,” “Reply-To,” and routing information – including the originating domain name and email address – must be accurate and identify the person or business who initiated the message.
- Don’t use deceptive subject lines. The subject line must accurately reflect the content of the message.
- Identify the message as an ad. The law gives a lot of leeway in how to do this, but Publisher must disclose clearly and conspicuously that Publisher`s message is an advertisement.
- The email must have an operational opt out link. Publisher must obtain the email opt out information from Advertiser. Publisher may in addition contain a link to your unsubscribe information.
- The email must contain Advertiser’s address, and state as follows:
This is an advertisement for services offered by SOL Network Limited: Unit 3 26/F GREENFIELD TOWER, CONCORDIA PLAZA 1 SCIENCE MUSEUM RD TSIM SHA TSUI EAST KNL HK, Kowloon, Hong Kong.
6.3.3. The e-mail must comply with all national and state laws. For e-mails in the United States, the federal CAN-SPAM Act applies. Many states, specifically including California, also have laws regulating commercial emails. It is Executor’s responsibility to comply with these laws and violations of such is subject to penalties.
6.3.4. By joining this Affiliate Program and sending commercial e-mails, Publisher agrees to indemnify Advertiser and its affiliates/partners/directors/owners, from all claims that the e-mails, which Publisher sends, do not comply with applicable law. Publisher will hold Advertiser and its affiliates harmless for all such claims, including reasonable attorneys’ fees expended in defending such claims and all damages, penalties and other monetary awards. It`s the responsibility of the Publisher to comply with the law and to receive from individuals all the required permissions and consents (Op-Ins) to receive marketing materials.
6.4. Technical issues compensation conditions:
Advertiser compensates technical issues with Destination URLs for Publisher traffic in following cases:
• If the downtime of the Destination URL is less than 30 minutes – Advertiser doesn`t compensate such downtime;
• If Downtime is more than 30 minutes and Advertiser has informed Publisher about such downtime and requested Publisher to redirect or stop all traffic – Advertiser compensates 1 hour to Publisher.
Compensation is calculated as an average amount of conversions per hour during the last seven days. All the compensations will be included in self billing invoice.
In case Publisher has found that there are technical issues with Destination URLs, Publisher should notify Advertiser immediately by sending an e-mail to firstname.lastname@example.org
6.5. Advertiser further retains the right not to pay You for all Lead conversions and /or sales in case if we see any fraudulent activity (credit card fraud or any other suspicious activity).
7. Rights and Obligations of the Parties, Indemnification
7.1. Publisher’s obligations:
7.1.1. Advertiser acknowledges that the sole obligation of Publisher is to conduct the advertising campaigns as described in the Offer. If the Parties agree on specific traffic types in the Offer, Publisher shall:
• provide the traffic types as specified in the Offer;
• undertake all technically and economically reasonable measures to carry out a strict separation of the traffic delivery with regard to the traffic types.
7.1.2. Publisher shall deploy all technically and economically reasonable resources to detect fraud and non-compliant traffic-patterns and block such traffic from its traffic delivery to the Advertiser.
7.1.3. Publisher is obliged to inform Advertiser immediately if Publisher changes his VAT-number, cease to be VAT registered or sell his business or part of it.
7.1.4. In case Publisher violates the Agreement and/or Offer hereof it has to compensate damages caused by such violation to Advertiser and/or any third party.
7.1.5. In case Publisher has disclosed the confidential information to the third parties then Publisher is obliged to indemnify total damage to Advertiser (including direct and indirect damage and loss of profit).
7.1.6. Publisher is obliged to notify Advertiser immediately about any suspicious traffic and/or any misleading traffic delivered from his sources.
7.1.7. To provide required information to Advertiser which Publisher may reasonably request.
7.1.8. To provide a signed copy of this Agreement if Publisher requests such.
7.2. Publisher represents and warrants:
7.2.1. that Publisher has full legal authority to enter into this Agreement and any Offer;
7.2.2. that acceptance of the Agreement and performance under this Agreement and any Offer shall neither violate nor constitute a default under provision of any law, rule, regulation, order, judgment or decree to which Publisher is subject or which is binding to Publisher, or the terms of any other agreement, document or instrument applicable to Publisher or binding to Publisher;
7.2.3. that Publisher will provide accurate and complete information to Advertiser concerning his identity, bank account and payment details, address or other required information and immediately will notify the Advertiser about any changes in the provided information. It`s the obligation of the Publisher to keep his information updated;
7.2.4. that all obligations owed to third parties with respect to the activities contemplated under this Agreement and/or any Offer, will be fully satisfied by Publisher, so that the Advertiser will not have any obligations with respect thereto
; 7.2.5. that Publisher will comply with all applicable laws, rules and regulations of the country of his residence and/or in the country in which Services are to be provided in accordance with the Agreement and Offer. In the event any Services being performed by Publisher require any permits and/or licenses, Publisher guaranty and warrant that all such services shall be obtained from relevant authorities or entities, which shall issue and/or distribute such permits/licenses and/or Publisher will obtain such permit/license himself;
7.2.6. that this Agreement has been duly and validly executed by him and it constitutes his legal, valid and binding obligation towards the Advertiser; that the execution, delivery and performance by Publisher of this Agreement is within his legal capacity and power; have been duly authorized by all requisite action on his part; require the approval or consent of no other persons;
7.2.7. that Publisher keep records and pay taxes according to the legal regulations of country of his tax residence and in case if requested by Advertiser – can provide him with evidence of such;
7.2.8. Publisher shall not make any representations, warranties or other statements concerning the Advertiser, Advertisers’ sites, any of Advertiser’s products or services, or Advertiser’s site policies, except as expressly authorized by this Agreement.
7.3. Publisher’s rights:
7.3.1. To terminate this Agreement at any time with previous notice to E-mail;
7.3.2. To receive remuneration Publisher has earned during the participation in Affiliate Program of Publisher and during the term of this Agreement;
7.3.3. To request additional information from the Advertiser about Offers by writing to E-mail.
7.4. Advertiser’s obligations:
7.4.1. To pay all accounted (reported) leads and/or traffic which have been sent by Publisher according this Agreement and Offers if they are not violating this Agreement and/or Offer;
7.4.2. to compensate technical issued according this Agreement.
7.5. Advertiser’s rights:
7.5.1. Advertiser retains the right to refuse the leads that doesn’t have afid and subafid parameter;
7.5.2. Advertiser retains the right to refuse leads if it is found that they have been generated by bot, script or other invalid method detected by Advertiser’s anti-fraud system. In such cases Advertiser shall provide Publisher detailed evidence of such leads, which will be considered inappropriate if:
• They were generated from the same IP address;
• Password and/or login were generated by a Publisher’s script;
• Other evidence of fraud traffic or leads.
7.5.3. Advertiser retains the right to reject payment for leads or traffic if they don`t comply with this Agreement and/or if their number exceeds the campaign budget and/or Caps as indicated in Offer or later agreed by the Parties in e-mail by receiving a confirmation from E-mail;
7.5.4. Advertiser retains the right to redirect traffic or leads from Destination url to any of its products or landing pages which provide similar services for users without Publisher´s prior consent. All this traffic and conversions will be paid according to primary Offer prices and terms;
7.5.5. In case of prepaid Offers (campaigns) Advertiser retains the right to require refund from Publisher in any time with or without cause and Publisher hereby agrees to make a refund within 10 days of such requirement of Advertiser with exception of sum for services, which already had been provided up to time of refund request;
7.5.6. Advertiser retains the right not to pay for leads or traffic that violates these Agreement and/or Offer and/or the Advertising network’s terms and/or HasOffers Terms and Conditions;
7.5.7. Advertiser retains the right not to pay for leads or traffic from geographic locations, gender and age which are not mentioned in Offer or which has not been agreed by E-mail. Geographic location is verified by IP, gender and age are verified by the information users fill in the form via registration;
7.5.8. Advertiser retains the right to require additional information, including scans of documents, in order to comply with AML regulations. Remuneration will not be paid unless the above requested information and documents are provided. It`s not our fault if we don`t pay remuneration due to missing documents and/or not provided information. At any time, Advertiser may ask Publisher to provide any additional document which might be requested by payment institutions.in order to proceed with the payment of remuneration. In case additional information is required, the countdown the payment period starts from the date when all additional information and documents are received by Advertiser.
7.5.9. Advertiser has the right not to pay for 100% of traffic and/or leads in case if the fraud traffic/leads volume exceeds 50% of total amount of any.
7.6. Publisher agrees to defend (or pay our fees and costs of defense at our sole discretion), indemnify and hold us and our subsidiaries and/or affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, harmless against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses including reasonable attorneys' fees (any or all of the foregoing hereinafter referred to as “losses”) insofar as such losses, or actions in respect thereof, arise out of or are based on:
• any failure or breach of any representation, warranty, covenant, or agreement made by You;
• any misuse of our name or trademarks;
• any claim related to Your services, including, without limitation, any content therein;
• any claim arising out of Your violation of the terms and conditions of this Agreement and/or any Offer;
• any claim that You violated privacy rights or failed to maintain proper security;
• any claim that Your communications (including, but not limited to e-mail communications) is misleading or unlawful in any manner.
Term “You” in this clause also includes all the failures which are performed by your involved partners/publishers/affiliates/third parties and etc. You are fully responsible for their actions if you involve such in performance of this Agreement and Offers.
8. Term and Termination
8.1. This Agreement shall further apply with respect to any advertising campaigns described in any future Offer, unless otherwise agreed between the Parties in writing or unless terminated.
8.2. Pause/Changes notice - all changes requested by Advertiser about the campaign pause or changes should be made by Publisher during 24 hours from notification received/Offer amended. All pause/changes requests and confirmations will be sent by E-mail to your e-mail in system.
8.3. Termination Notice - Either Party may terminate this Agreement, in whole or in part, upon 48 hours written (e-mail) notice to the other Party.
9.1. Parties agree that all the documents are prepared electronically, are approved via electronic means and are valid without signatures of the Parties. All notices to be given under this Agreement shall be given in English in writing to the email address stated on Site.
9.2. This Agreement contains the entire understanding and agreement between the Parties with respect to its subject matter and supersedes any prior or contemporaneous oral or written understandings and agreements.
9.3. No agreement, other than this Agreement, shall be deemed to have been made between the Parties unless and until such time as a written agreement shall have been appropriately executed and delivered by the Parties, acting in their sole discretion.
9.4. If any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall be unimpaired and shall remain in full force and effect, and the invalid, illegal or unenforceable provision shall be replaced by a valid, legal and enforceable provision that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision.
9.5. This Agreement may not be assigned. The covenants and agreements contained herein shall inure to the benefit of, and may be enforced by, the successors of each Party and shall survive any termination of the relationship between the Parties, whether such termination is at the instance of either Party, and regardless of the reasons therefor.
9.6. Advertiser, at its sole and absolute discretion, may change or modify this Agreement, Offers and any policies or agreements that are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Site. By using the Site you agree to be bound by this Agreement. Please don`t use the Site if you don`t agree to this Agreement.
IF ANY MODIFICATION IS UNACCEPTABLE TO PUBLISHER, THE ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AND PARTICIPATION IN AFFILIATE PROGRAM. IF PUBLISHER CONTINUES PARTICIPATION FOLLOWING OUR POSTING OF AN AMENDMENT NOTICE OR NEW VERSION OF THE AGREEMENT ON ADVERTISER SITES OR HASOFFERS, IT WILL BE CONSIDERED AS AN ACCEPTANCE OF THE AMENDED VERSION OF THE AGREEMENENT AND IT SHALL BE LEGALLY BINDING TO PUBLISHER.
9.7. You acknowledge and agree that (i) Advertiser may or may not notify you of such changes or modifications prior to posting them to Site and (ii) your continued participation in the Affiliate Program and use of Site after such changes or modifications have been made (as indicated by the "Last Revised" date) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, you must terminate your use of Site and participation in Affiliate Program or write an e-mail to us (to our E-mail) with a request to terminate your participation in Affiliate Program. In addition, while not required, Advertiser may occasionally notify you of changes or modifications to this Agreement by e-mail. It is therefore very important that you keep your Account details, including your e-mail address, on Site updated. Advertiser assumes no liability or responsibility for your failure to receive an e-mail notification if such failure results from an inaccurate or out-of-date e-mail address in your Account.
9.10. Advertiser reserves the right to terminate this Agreement and/or suspend your participation in the Affiliate Program in the event of any breach of this Agreement or if suspension or cancellation is required by any policy now in effect or later adopted by ICANN. You agree that your failure to comply completely with the terms and conditions of this Agreement and any Advertiser rule or policy may be considered to be a material breach of this Agreement and that Advertiser may provide you with notice of such breach either in writing or electronically (i.e. e-mail). If you do not provide Advertiser with material evidence that you have not breached your obligations within ten (10) business days, Advertiser may terminate your participation immediately and take any remedial action available to Advertiser under the applicable laws. Such remedial action may be implemented without notice to you.
9.11. Publisher acknowledge that he have read this Agreement and agree to all its terms and conditions. Publisher have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
9.12. The headings and other captions used in this Agreement are for convenience and ease of reference only and shall not be used in interpreting, constructing and/or enforcing any of the provisions of this Agreement.
9.13. Correspondence between Advertiser and Publisher via e-mail or messengers is recognized by the parties legally binding and substitute paper correspondence. Any signature delivered by facsimile transmission shall be deemed to have the same legal effect as the actual signature of the person and any Party receiving delivery of a facsimile may rely on such as having actually been signed.
9.14. This Agreement and all Offers will be governed by the laws of the Hong Kong Special Administrative Region. All disputes and disagreements concerning the validity of the Agreement, its execution shall be resolved by mutual negotiations. In case If parties are not able to resolve disputes and disagreements by negotiations within 30 (thirty) days, the dispute will be submitted to the competent court of the Hong Kong Special Administrative Region. Each Party acknowledges that a breach of its obligations to the other party under this Agreement may, as determined by a court of competent jurisdiction, result in irreparable and continuing damage to the other party for which monetary damages will not be sufficient, and agrees that such other party will be entitled to seek, in addition to its other rights and remedies hereunder or at law, injunctive and/or other equitable relief, and such further relief as may be proper from a court of competent jurisdiction.
10. Force Majeure
10.1. In any event neither Publisher nor Advertiser are liable for delay or failure to perform under the Agreement resulting from any occurrence or event which could not have been reasonably avoided including but not limited to accident, action of the elements, act of God, civil commotion, enemy action, epidemic, explosion, fire, flood, insurrection, strike, lockout or other labor trouble or shortage, natural disasters, riot, war (whether or not declared), act, demand or requirement of law or of the Governments or any other competent governmental authority (force majeure).
10.2. The party in default of force majeure shall immediately notify the other party of the occurrence of force majeure, shall make reasonable efforts to remove or overcome the effects of such occurrence or event; and shall resume performance of its obligations hereunder immediately after cessation of such occurrence or event.
10.3. Notwithstanding the foregoing, either party may terminate this Contract upon written notice to the other in the event an occurrence of force majeure lasts for at least 3 (three) months.
11. Confidentiality and Privacy Protection
11. 1. Each Receiving Party covenants and agrees that:
11.1.1. It will hold all Confidential Information of the Disclosing Party in trust and the strictest confidence, and protect it in accordance with a standard of care which shall be no less than the care it uses to protect its own information of like importance but in no event with less than reasonable care. This shall include, but not be limited to, using all reasonable endeavours to effect and maintain adequate security measures to safeguard such Confidential Information from unauthorized access, use and misappropriation;
11.1.2. It will not use any Confidential Information of the Disclosing Party for any purpose other than the sole purpose for which the Disclosing Party provided such Confidential Information to the Receiving Party;
11.1.3. It will not use, copy, or disclose, or permit any unauthorized person access to, any Confidential Information belonging to the Disclosing Party or any third party; except that the Receiving Party may disclose Confidential
Information of the Disclosing Party to its Representatives, provided such Representatives (i) have a need to know such Confidential Information, and (ii) such Representatives are informed, directed, and obligated by the Receiving Party to treat such Confidential Information in accordance with the obligations of this Agreement. The Receiving Party shall be liable for any breach of an obligation hereunder by any of its Representatives; 11.1.4. Upon the request of the Disclosing Party and in any event upon the termination of the relationship between the Parties, the Receiving Party will either (i) deliver to the Disclosing Party all Confidential Information that is in the Receiving Party’s possession, whether made or compiled by the Receiving Party or furnished to the Receiving Party by the Disclosing Party, or (ii) with the written permission of the Disclosing Party, destroy all of the same and certify such destruction in writing to the Disclosing Party; and
11.1.5. All Confidential Information of the Disclosing Party is the exclusive property of the Disclosing Party. No license to the Confidential Information of either Party hereunder is implied or expressed by entering into this Agreement or disclosing such items hereunder to the Receiving Party.
11.1.6. Irreparable loss and injury would result to the Disclosing Party upon the breach of this Agreement by the Receiving Party and damages arising out of any such breach would be difficult to ascertain. The Receiving Party agrees that, in addition to all other remedies provided at law or in equity, the Disclosing Party shall be entitled to injunctive relief in the event of a breach or threatened breach of any such covenants, and the Receiving Party hereby waives any requirement that the Disclosing Party post any bond in connection with obtaining such injunctive relief. Furthermore, in the event of a breach of such covenants, the Receiving Party agrees to pay all of the Disclosing Party’s costs, including (but not limited to) reasonable attorneys’ fees, of enforcing such covenants. Nothing herein shall be construed as prohibiting the Disclosing Party from pursuing any other remedies available to it for such breach, including the recovery of damages from the Receiving Party.
11.2. The obligations of confidentiality in previous section shall not apply to:
11.2.1. Any information that: (i) is or becomes publicly known (other than as a result of a breach by the Receiving Party or its Representatives of this Agreement); (ii) is or becomes available on a non-confidential basis from a third party, provided that the source of such information was not known by the Receiving Party or its Representatives, after reasonable investigation, to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party; (iii) is independently developed by the Receiving Party without violating the terms of this Agreement; or (iv) is known by the Receiving Party or its Representatives prior to its disclosure to the Receiving Party by the Disclosing Party. Failure to mark or indicate any of the Confidential Information as confidential shall not affect its status as Confidential Information under this Agreement.
11.2.2. Any Confidential Information required to be disclosed pursuant to a court order or other governmental or administrative decree of appropriate and sufficient jurisdiction requiring disclosure of such Confidential Information, provided that the Receiving Party shall (i) first give Disclosing Party prompt written notice prior to such disclosure in order to permit the Disclosing Party, at its expense, to seek a protective order, and (ii) cooperate with Disclosing Party in seeking a protective order. In the event that such protective order is not obtained or the Disclosing Party waives compliance with the relevant provisions of this Agreement, the Receiving Party will furnish only that portion of the Confidential Information which, in the reasonable written opinion of legal counsel, is legally required to be disclosed and, upon the Disclosing Party’s request and at the Disclosing Party’s expense, will use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.
11.3. The Parties agree that while they have a business relationship, and for a period of two (2) years after termination of their relationship, they will not either alone or in association with others, directly or indirectly, induce any employee of or consultant to the other party or any of its subsidiaries or affiliates to terminate such person's employment with such entity or cease such consultant's provision of services to such entity, and shall not, directly or indirectly, either individually or as owner, agent, employee, or otherwise, employ, engage or offer employment on behalf of any entity or any person who is or was employed by the other party or any of its subsidiaries or affiliates of the other party, unless such person shall have ceased to be employed by the other party or any such subsidiary or affiliate for a period of at least six (6) months.
11.4. Each Party acknowledges and agrees that:
11.4.1. The disclosure by it of any Confidential Information hereunder does not violate the rights of any other entity;
11.4.2. The provision of Confidential Information hereunder and any discussions held in connection with the potential business relationship shall not prevent either of the Parties from pursuing similar or other discussions with third parties. Any estimates, forecasts or similar material provided by either Party to the other shall not constitute any commitment.
11.4.3. The protection afforded hereunder is in addition to and does not replace any prior confidentiality or non-disclosure obligation of one Party to the other.
11.5. Each Party shall comply with all data protection and privacy regulations applicable to it in respect of any personally identifying information relating to any individual. If Executor receives/obtains/saves any personal data (as defined by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)) Publisher shall (and ensure that its employees, contractors and agents shall) ensure that (i) Publisher fully complies with the provisions of the General Data Protection Regulation and/or any other applicable regulation; (ii) only deal with the data to fulfill Publishers obligations under this document and (iii) shall not use such personal data except as expressly authorized by the individual. Publisher shall indemnify and keep Advertiser indemnified for any breach of the General Data Protection Regulation or any other data protection and privacy regulations which renders Advertiser liable for any costs, claims, fines, or expenses, howsoever arising.
12.1. Publisher agrees not to engage in any conduct that is injurious to the reputation of the Advertiser and/or its affiliates, officers and directors or making or causing to be made any statement that is critical of or otherwise maligns the business reputation of the Advertiser and/or its affiliates, officers and directors. Publisher acknowledge that breaching of this notice will cause the Advertiser to incur substantial economic damages and losses of types and in amounts which are impossible to compute and ascertain with certainty as a basis for recovery by the Advertiser of actual damages, and that liquidated damages represent a fair, reasonable and appropriate estimate thereof.
12.2. Accordingly, in lieu of actual damages for such breach, Publisher agrees that liquidated damages may be assessed and recovered by the Advertiser against Publisher, in the event of each breach and without the Advertiser being required to present any evidence of the amount or character of actual damages sustained by reason thereof; therefore Publisher shall be liable to the Advertiser for payment of liquidated damages. Such liquidated damages are intended to represent estimated actual damages and are not intended as a penalty, and Publisher shall pay them to Advertiser without limiting Company`s right to seek other remedies as provided elsewhere herein.
Privacy Policies Used in Connection with Your Subscription. When you register for an Account on the Performance Marketing Partner Network, we use a password-protected third-party portal to store your personal information, and we may share your personal information with such third party ("Third Party Agent") as is necessary for the performance of your Account and the Performance Marketing Partner Network.
Personally Identifiable Information. We collect personally identifiable information when you register for an Account or otherwise choose to provide personally identifiable information to us. Personally identifiable information is any information that can be used to identify or locate a particular person or entity. This may include but is not limited to: business entity name and/or your title with the applicable business entity, as well as your personal and/or business entity related e-mail address, mailing address, daytime and/or cellular telephone numbers, fax number, account information (or other information that we require in order to pay any amounts due to you under the Performance Marketing Partner Network), IP address and/or any other information requested on the applicable Subscriber registration form.
Non-Personally Identifiable Information. We may collect certain non-personally identifiable information about you when you visit certain pages of this Site and/or register for an Account on the Performance Marketing Partner Network, such as the type of browser you are using (e.g., Chrome, Internet Explorer), the type of operating system you are using, (e.g., Windows or Mac OS) and the domain name of your Internet service provider (ISP) and share such information with our Third-Party Agent. We use the non-personally identifiable information that we collect to improve the design and content of the Site and to enable us to personalize your Internet experience. We also may use this information in the aggregate to analyze Site usage.
We may additionally collect information using Web beacons, which are commonly referred to in the industry as web bugs, pixel tags or Clear GIFs. Web beacons are electronic images that may be used on the Site, in your Account, or in our emails to deliver cookies, count visits and determine if an email has been opened and acted upon.
End users can disable cookies in most internet browsers. An overview of the process is available at http://www.allaboutcookies.org/manage-cookies/. Disabling cookies will not, however, stop receipt of all advertisements. If an end user would like to opt out of a particular ad network, publisher, or advertiser’s ads, they will need to contact those companies directly to inquire whether they have an opt-out option.
End users can also disable collection of ad identifiers for targeted advertising by enabling the Limit Ad Tracking setting on their smartphone. End users can also reset the ad identifier altogether using their smartphone’s privacy settings
We may be a participant of the Google Third Party Serving Compatibility Program, in which case we would abide by the Third-Party Ad Serving Policy available at http://adwords.google.com/support/bin/answer.py?answer=94230Use of Information. We use your personally identifiable information: (a) to send you information regarding your Account and the Performance Marketing Partner Network; (b) to track your compliance with the Terms and Conditions ("Terms and Conditions"); and/or (c) for validation, suppression, content improvement and feedback purposes. In addition, we may use your IP address for the purposes identified above, as well as to analyze trends, administer the Site, track users’ movements, gather broad demographic information for aggregate use, and to confirm that a particular individual affirmed his/her consent to specific legal terms (e.g. a clickwrap license agreement). You agree that we, or our Third Party Agent, may contact you at any time regarding your Account or the Performance Marketing Partner Network and/or any other information that we may deem appropriate for you to receive in connection with your Account on the Performance Marketing Partner Network. You may update your contact preferences as set forth below.
Where we act as a controller under European data law, our lawful basis for collecting and using the information described in this Privacy Notice will depend on the information concerned and the specific context in which we collect or use that information. We normally collect or use information from you only where we have collected your consent to do so, where we need the information to perform a contract with you, or where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms. Specifically, when we:
use information to create or manage an account, we need it in order to provide relevant services;
use contact information for marketing purposes, we do so with your consent (which you can revoke at any time); and
gather usage data and analyze it to improve the Site, we do so based on our legitimate interest in safeguarding and improving the Site.
If you have any questions or concerns about how information is processed, including questions about how to exercise your rights as a data subject, please contact us at the contact information provided in this Privacy Notice.
Data Retention. Subject to any mandatory obligations to delete data, your information may be retained by us and in our Third-Party Agent portal, server logs, databases and records. We will keep your information for no longer than necessary for the purposes for which it is processed. Where there are technical limitations that prevent deletion or anonymization, we will safeguard and limit the use of information as required by applicable law.
Security. We endeavor to safeguard and protect our Account holders' information. When Account holders submit personally identifiable information to the Performance Marketing Partner Network, their personally identifiable information is protected both online and offline. When our registration process asks registrants to submit information such as bank account information and/or credit card information (“Sensitive Information”), and when we transmit such Sensitive Information, that Sensitive Information is encrypted and protected. The Third-Party Agent servers that we utilize to store personally identifiable information are kept in a secure physical environment. The Third-Party Agent has security measures in place to protect the loss, misuse and alteration of personally identifiable information stored on its servers.
In compliance with applicable federal and state laws, we shall notify you and any applicable regulatory agencies in the event that we learn of an information security breach with respect to your personally identifiable information. You will be notified via e-mail in the event of such a breach. Please be advised that notice may be delayed in order to address the needs of law enforcement, determine the scope of network damage, and to engage in remedial measures.
You acknowledge that you provide your personally identifiable information to us with knowledgeable consent and at your own risk.
Deleting and Updating Your Information. If you would like to delete or update the personally identifiable information that we have collected from you, simply email us. We will process your request, where possible and subject to the terms and conditions contained herein, within a reasonable period of time after receipt. To protect your privacy and security, we will take reasonable steps to help verify your identity before granting access or making corrections.
Opting Out of Receiving E-mail. You may at any time choose to stop receiving emails containing general information regarding Anastasia's Affiliate by following the instructions at the end of each such email or by contacting us. Should you be contacted by our Third-Party Agent through email, you can follow the instructions at the end of each such email to stop receiving such emails. There may be a short delay of up to several business days while your request is being verified, deployed and processed across our servers. Notwithstanding the foregoing, we may continue to contact you for the purpose of communicating information relating to your Account, as well as to respond to any inquiry or request made by you.