Terms & conditions
General Terms and Conditions for Affiliates, last updated 09 2022.
These terms and conditions apply between Survey Engine Oü, a company established by law and existing under the laws of Estonia, with registration number 12355783, having its registered address at Pärnu mnt 141-43, 11314 Tallinn, Estonia (“Company”), including its affiliated companies, and you, the Affiliate (as defined below).
Your acceptance of these Terms and Conditions forms a binding contractual agreement between you and Company.
PLEASE READ THE ENTIRE AGREEMENT.
YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SURVEY ENGINE OÜ.
BY SUBMITTING THE ONLINE APPLICATION, AND BY REFERRING USERS, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
Registering as an Affiliate
To apply to become an Affiliate, the applicant must complete and submit the registration form. By submitting the registration form the applicant confirms that they accept these terms and conditions.
Information the Affiliate provides the Company upon registration is complete, true, valid and honest.
We will evaluate your application within a reasonable timeframe.
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.
The Affiliate is restricted to one Affiliate account only, unless otherwise agreed to in writing by the Company.
Affiliate Program
Affiliate Program shall mean the collaboration between the Company and the Affiliate whereby the Affiliate will promote the Company’s website(s) and/or its sub-domains, and for example, create the affiliate links from the Affiliate’s website(s) to the Company’s website(s) and thereby be paid a Commission depending on the traffic generated to the Company’s website(s) subject to the terms and conditions under this Agreement and applicable laws.
By agreeing to participate in the Affiliate Program, you are agreeing to use your best efforts to actively and effectively advertise, market and promote the Company Websites in accordance with the provisions of 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 Company’s reputation or goodwill.
The Affiliate acknowledges that this Agreement does not grant the Affiliate an exclusive right or privilege to market the Company or any of its brands.
The Affiliate will be assigned an affiliate manager. Any communications with the assigned Affiliate Manager and any other communications with Company are superseded by this agreement.
Verification checks
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.
The Affiliate is required to verify its identity and any beneficial owners (as defined in applicable laws on the prevention of money laundering and financing of terrorism) by providing company identification and registration documents (and/or personal ID-documents where applicable) and VAT information, including any other documents/information (not limited to: bank statements, individual or corporate identity papers and proof of address) requested by the Company. For avoidance of doubt, the Company has the right to request such information at any time during the business relationship between the Company and the Affiliate.
We may, at its sole discretion, conduct further verification checks at any time during the term of the Affiliate Agreement and require additional documentation from the Affiliate.
In particular, upon request, you will provide us any documents/information – within 30 (thirty) days of receipt of such request.
In the event the Affiliate fails to the request information or documents, we reserve the right – until the requested information or documentation is fully provided – to not consider, during the intervening time, the customers directed to Company Websites as valid New Customers under the Affiliate Agreement and to temporarily withhold them from the Affiliate Account. In such case the Affiliate shall not be entitled to claim any potential commission that might have otherwise accrued in relation to the suspended New Customers during the intervening time.
Unsuitable websites/traffic
Affiliate is responsible for the quality and origin of the Traffic that it provides to the Company’s Website.
Unsuitable traffic, including but not limited to, if it:
(i) Is in violation of any other term or condition referenced herein;
(ii) Promotes sexually explicit materials;
(iii) Promotes violence;
(iv) Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
(v) Promotes illegal activities;
(vi) Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
(vii) Promotes any Links and/or Brand Content which are directed at, or are likely to be of particular appeal to, anyone under the age of 18 years (or alternatively the age where they can lawfully participate in betting and/or gaming activities);
(viii) Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;
(ix) Promotes “get-rich-quick” schemes that have no tangible business value;
(x) Spam or bulk unsolicited email;
(xi) Popups, popunders and cookie dropping. This includes but is not limited to popups, popunders and dropping customer cookies. (If you have media sources/websites that do not contain libelous, discriminatory, obscene, unlawful or otherwise unsuitable material and you are planning pop ads campaigns, pre-approval from the affiliate team is required in all cases).
(xii) The Affiliate shall not to purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service which are identical or similar to any of the Company’s trademarks or any other Brand belonging to the Company, including “spins.lv”, or variations thereof in the “domain name”, (i.e. after any prefixes but before the top level domain suffix), or include metatags on the Affiliate Website which are identical or similar to any of the Company’s trademarks. The Affiliate shall not create pages falsely representing any Brand in any social media channels (including, but not limited to, Facebook, Google +, Twitter etc.).
You will not create or design your website in such a way so that the Affiliate Website may cause confusion with the Company Websites and / or Company generally or so that it may give the impression that it is owned or operated by Company. Under no circumstances shall an Affiliate use or attempt to use any domain names to inform about the brands which are or could be confusingly similar to the domain names registered to Company.
Company has every right to reject Traffic sources if they find this to be necessary.
If an Affiliate knowingly sends Traffic of questionable quality and/or origin to the Company, the Company may, in its sole discretion, immediately terminate such Affiliate’s participation in the Affiliate Program.
Fraudulent activity
Company actively monitors traffic for fraud (a deception which in the sole opinion of the Company is practiced by a Player or an Affiliate in order to secure a real or potential, unfair or unlawful gain). Fraudulent traffic includes but is not limited to:
(i) click-through or conversion rates that are much higher than industry averages and where solid justification for such higher click-through or conversion rates is not evident to the reasonable satisfaction of Company;
(iI) fraudulent leads as determined and reported by Company’s clients;
use of fake redirects, automated software, and/or other fraudulent mechanisms to generate payable actions from the Affiliate Program, and no activity or illicit activity seen in referred accounts;
(iii) Bonus abuse by a referred Player or group of referred Players;
(iv) Chargebacks;
(v) the Affiliate’s (or a third party’s) offering or providing unauthorised incentives (vi) (financial or otherwise) to Players to encourage the to sign up;
dropping or stuffing cookies.
You will not generate traffic to the 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 whether or not it actually causes us damage. Where you have any reasonable suspicion that any New Customer referred by you under the Affiliate Agreement is in any way associated to bonus abuse, money laundering, fraud, or other abuse of remote gaming sites, you will immediately notify us of the same. You hereby recognise 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 constitute a valid New Customer under the Affiliate Agreement (and thereby no Commission shall be payable by us in relation to such New Customers). We retain the right to set-off from future Commissions payable to you any amounts already received by you which can be shown to have been generated by fraud.
If fraud is detected, your account will be made inactive pending further investigation.
Responsible gaming
Affiliate will actively co-operate with Company to convey a responsible gaming message and reduce gambling addiction including (but not limited to) featuring such responsible gaming links, information or logos as required by Company on the Affiliate Website. You will not use any material or in any way target persons who are under 18.
Affiliate Links
The Affiliate Links shall be displayed at least as prominently as any other sales link on the Affiliate’s Website and if you display or make accessible to visitors to the Affiliate Websites descriptive information regarding any vendors whose banners are displayed on the Affiliates Website you shall, subject to our prior written approval of the content thereof, include similar descriptive information regarding the applicable Company Websites. 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.
Marketing Material/Guidelines
Upon activation of the Affiliate’s account, the Affiliate shall be provided access to Marketing Material (branded, creative material, including but not limited to, online banners, html and text mailers, promotional material and other online marketing material) via the Company’s website(s), newsletters and Affiliate Managers.
Without transgressing other obligations in terms of the Agreement, the Affiliate agrees to:
(i) Utilize new and updated Marketing Material as and when it is made available to the Affiliate by the Company, to ensure accurate advertising and marketing of promotions on offer from the Company.
(ii) The Affiliate shall, when using the Marketing Material, ensure said Marketing Material is applied exactly and accurately, and in accordance with the Company’s Marketing Guidelines, which may be amended from time to time.
You will not use any advertising layout or creative (including banners, images, logos and / or any material containing) incorporating or in any way utilising our Intellectual Property Rights unless the advertising layout or creative has been provided to you by us or (where creative / advertising layouts are created by you) without the advanced written approval of us in relation to each and every advertising layout or creative. You will not alter the appearance of any advertising or creative which has been provided to you or for which such approval has been granted by us. It is your responsibility to seek approval from us in time for release or launch of any advertising campaign or creative and to ensure you have written approval from us in relation to each and every advertising layout or creative and to be able to evidence such approval upon request.
All approved marketing material must be kept current.
Company reserves the right to request You to take down any form of use of the marketing material which it deems to be non-compliant with this Agreement or Applicable Law.
Company reserves the right, at any time, to review your placement and reject the use of links and require that you change the placement or use to comply with the guidelines provided to you.
The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date for compliance with these terms of use, for compliance with applicable law, and/or to notify you of any changes that we feel should enhance your performance.
Commission and Payment
The commission will be calculated as a percentage share on the Net Revenue generated by New Customers, as defined below in this Clause, who access the Website via clicking the tracking links on the Affiliate Sites.
New Customers shall mean customers of the Operator who do not yet have, and have not had an account with the Company and who access the website via clicking the tracking links on the Affiliate Sites, properly register and then make real money transfers into their website account, in accordance with the applicable terms and conditions, but excluding the Affiliate, its employees, relatives and/or friends.
Net Revenue shall mean the resulting net profit generated by a referred Player, where the net revenue will be calculated as:
NGR = GGR – admin fee (gambling tax, gaming fees, PSP fees and platform fees) – bonus
The size of the commission (the Affiliate’s percentage share of the Net Revenue) for each month depend on the amount of New Depositing Customers referred to the Company by the Affiliate during that same calendar month as specified in the commission structure as set out below:
Number of New Depositing Customers = Revenue Share
(%) 0 – 10 = 15%
11 – 20 = 20%
21 – 40 = 25%
41+ = 30%
The following terms are applied as default settings and can be modified separately.
Please contact us for specific information regarding your payment model, and the relevant terms below for specific guidance relating to Revenue Share Deals, CPA Deals, or Hybrid Deals, as may be applicable.
The Affiliate understands and accepts that the size of the commission (the Affiliate’s percentage share of the Net Revenue) will vary from month to month depending on Revenue generated by New Depositing Customers referred to the Websites by the Affiliate Site(s) during each calendar month.
The Commission is calculated at the end of each month and payments shall be made on a monthly basis in arrears, not later than in 15 working days after receiving invoice, provided that the amount due exceeds 200€ (the “Minimum Threshold”). If the balance due is less than the Minimum Threshold, it shall be accumulated and carried over to the following month and shall be payable when the total Commission collectively exceeds the Minimum Threshold.
Due to regulations, Affiliates may be required to provide documentation for verification and ‘know your customer’ purposes before a withdrawal can be accessed.
The Commission shall be deemed to be exclusive of value added tax. VAT shall be payable into the account of the Affiliate in addition to the Commission except where in terms of Estonian law it is us who have to account for VAT in Estonia in relation to the Affiliate Program (under reverse charge). In case of any change in the applicable VAT, the Commission shall be adjusted so our position remains not more onerous than prior to the change.
If the Company is required by law to deduct withholding tax or any other taxes or duties from any Payments, then the Company will deduct such amounts from the Payments before paying them to the Affiliate.
The Affiliate shall have the sole responsibility to pay any and all taxes, levies, fees, charges and any other money payable or due both locally and abroad (if any) to any tax authority, department or other competent entity as a result of the compensation generated under the Affiliate Agreement. We shall under no circumstances whatsoever be held liable for any such amounts unpaid but found to be due by the Affiliate and the Affiliate shall indemnify us in that regard.
Payments to the Affiliate will be made in euros (EUR) by bank transfer.
We operate a ‘no negative carryover’ policy (Affiliate negative balances which result from Player winnings are not carried forward from month to month) with the exception of the ‘high roller policy’ as defined below:
If in any given calendar month, a player from any Affiliate generates negative commissionable revenue of at least €20,000 (twenty thousand Euro) then such player shall be deemed to be a high roller (“High roller(s)”). In calculating Commission for High Rollers; where commission earned by an Affiliate in relation to a High Roller(s) results in a negative amount in any calendar month then we shall have the right to carry forward any such negative amounts and the negative amounts will be applicable to and set off against any future commission payable to you in relation to the High Roller(s) until the negative balance has been fully set off against future positive commission. If any High Roller(s) has a negative commissionable revenue in excess of €20,000 (twenty thousand Euro) in the last calendar month prior to the current unbilled calendar month then this negative commissionable revenue will be considered as negative carryover and used to calculate Commission for the current unbilled calendar month.
The Affiliate’s acceptance of the payment of the Commission shall be deemed to constitute the full and final settlement of the balance due for the relevant period.
If either Party disagrees with the balance due, it shall notify the other Party within 15 (fifteen) days and state the reasons of the disagreement. The disputed amount shall then be compared by us to reports offered in the Company Affiliate Account system and the Company database, and the final amount payable shall be as per the figure reported on the database.
In case of overpayment, the Company reserves, without prejudice to any other rights, the right to request that the Affiliate refunds the difference, or deduct the corresponding amount of overpayment to the Affiliate from the following month’s Commission, and each month thereafter, until the debt is repaid in full.
In case of underpayment, the Company reserves, without prejudice to any other rights, the right to add the corresponding amount of underpayment to the Affiliate’s Commission in the following calendar month.
We may, in exceptional circumstances, make changes to the Commission percentage and method of calculation (for example, in the event of legal and/or regulatory changes to a market). If such change has a material adverse impact on the Affiliate, we will notify the Affiliate, and the Affiliate may terminate the Affiliate Agreement in accordance with Clauses in the Agreement.
Company has the right to withhold any and/or all payments to the Affiliate if the Affiliate is in breach of any of the provisions of this Agreement.
Company has and reserves the right to pass on any financial costs to the Affiliate’s account that may be incurred due to Fraudulent Activity by the Affiliate’s Players, and/or the Affiliate’s employees, which the Affiliate has introduced to the Company.
If the Company does not pay any amount properly due to the Affiliate under or in connection with the Agreement, the Affiliate may charge the Company simple interest on the overdue amount at the rate of 4% per year above.
Term and Termination
The term of the Affiliate Agreement will begin when you are approved as an Affiliate and will be continuous.
Without prejudice to any other provision, the Affiliate Agreement may be terminated by either party by giving 30 (thirty) days written notice to the other party.
This Agreement can be terminated by the Company at any time with immediate effect should it be deemed, at the sole discretion of the company, if the Affiliate fail to comply with its essential obligations in accordance with this Agreement, or the execution of this Agreement is not permitted by law or has become inadmissible.
Company may terminate the Agreement immediately, if the Affiliate becomes insolvent or enters into any insolvency process or procedure.
In the event that an Affiliate Account is deemed to be inactive (Affiliate that has not accessed their Affiliate Account for a period of 24 months), Company reserves the right to terminate said Affiliate Account. Termination shall be carried out as described in this section. Should the Affiliate wish to resume business with Company a new registration must be undertaken.
In the event that an Affiliate Account shall be deemed to be dormant (Affiliate Account ceases to generate new 5 (five) successful and verified registrations for a period greater than 4 (four) months. Company reserves the right to terminate said Affiliate Account. Termination shall be carried out as described in this section. Should the Affiliate wish to resume business with Company a new registration must be undertaken.
In the event that an Affiliate that does not respond to correspondence sent by us to the relevant Affiliate’s registered account contact details within 3 (three) months of the initial unresponsive correspondence (with the exception of matters related to due diligence and/or compliance). Company reserves the right to terminate said Affiliate Account. Termination shall be carried out as described in this section. Should the Affiliate wish to resume business with Company a new registration must be undertaken.
Notice of termination shall be given in writing by either Party to the other. For purposes of notification of termination, delivery via e-mail is considered a written and immediate form of notification and the Agreement shall accordingly terminate with immediate effect.
Upon termination:
(i) The Affiliate must remove all references from the Affiliate’s websites and communications, including, without limitation, removing all information and reference to tools and disabling all links to the Company’s sites;
(ii) All rights and licenses granted to the Affiliate under this Agreement shall immediately terminate and all rights shall revert to the respective licensors, and the Affiliate will cease all use of any information relating to Company;
(iii) The Affiliate will be entitled only to those earned and unpaid commissions for traffic that are tagged with the Affiliate Tag as of the effective date of termination; provided, however, that Company may withhold each of the Affiliate’s commissions for a reasonable time to ensure that the correct amount is paid, but it is hereby clarified that as of the effective date of termination the Affiliate will only be eligible to receive commissions for traffic that were tagged by the Affiliate Tag prior to such date;
(iv) Notwithstanding Section (iii) above, if this Agreement is terminated by Company on the basis of Affiliate’s breach of any of the terms and conditions of this Agreement, then Company’s only obligation shall be to pay to the Affiliate the earned but unpaid commissions as of the termination date, but shall not be obligated to pay any further commissions on traffic;
(v) The Affiliate must return to Company any and all confidential information (and all copies and derivations thereof) in the Affiliate’s possession, custody and control; and
(vi) The Affiliate will release Company from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination.
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.
Our rights and obligation
The Company will track Players and their deposits and their play where required. The Company has the right to refuse Players (or to lock/close their accounts) if necessary, to comply with any requirements that they may establish, or where a Player is in clear violation of any terms and conditions as imposed by the Company, where compliance to such terms and conditions would have been agreed to by the Player at the time of registration.
We shall make available monitoring tools which enable you to monitor your Affiliate Account and the level of your Commission and the payment thereof. The format, content and frequency of the reports may, at the Company’s sole discretion, vary from time to time. The Company will provide the Affiliate with secure access to these reports.
We shall use our best endeavours to supply you with all materials and information required for necessary implementation of the Affiliate Links.
We will provide the Affiliate with Marketing Material for the purposes of this Agreement and the Company may update such Marketing Material from time to time.
We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify you of any changes that we feel should be made.
Affiliate rights and obligation
You will ensure all marketing of or relating to the Affiliate’s Traffic sources is in accordance with applicable law, any applicable codes of practice, and good industry practice generally, as well as instructions and guidelines as set out by the Company.
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 and appears and functions as a professional website.
Affiliate is an independent data controller solely responsible for its own actions toward its customers. Therefore, Affiliate will have to comply to all applicable data privacy laws toward its customers. If sending any direct marketing communications to individuals (including but not limited to email, SMS and/or push notifications) which:
(i) include any of Company’s Intellectual Property Rights; or
(ii) otherwise intend to promote Company Websites, you must first have permission to send such direct marketing communications from us. If such permission is granted by us, you must then ensure you have obtained each and every recipient’s explicit consent to receive marketing communications and that such individuals have not opted out of receiving such communication. Marketing communications shall contain appropriate means for the recipient to unsubscribe from future marketing communications. You must also make it clear, so that no confusion is caused (in regard to the sender of such communication) to the recipient that all marketing communications are sent from you and are not from the Company. For the avoidance of doubt, should you wish to engage any third parties in connection with the provision of such direct marketing communications, you shall be responsible for ensuring such third parties comply with the requirements of this clause.
Affiliates will comply with all applicable legislation and/or regulations relating to the use of cookies and will use all necessary notification procedures regarding the use of cookies to all visitors.
It is your sole obligation and responsibility to ensure that (and to put in place all necessary measures to ensure that) your log in details for your Affiliate Account are kept confidential, safe and secure at all times. Any unauthorised use of your Affiliate Account resulting from your failure to adequately guard your log in information shall be your sole responsibility and you remain solely responsible and liable for all activity and conduct occurring under your Affiliate Account user ID and password whether such activity and / or conduct 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. As your log in details are confidential, we do not have visibility of this information and cannot provide you with such information in case of loss.
Affiliate shall promptly notify Company in the event of a material change in its business practices or strategy.
Affiliates have to inform as soon as possible in case of any legal proceedings or claims. Investigations with the police or the controlling organs.
You shall not open affiliate accounts on behalf of other participants. Opening an Affiliate Account for a third party, brokering an Affiliate Account or the transfer of an Affiliate Account is not accepted by us. Affiliates wishing to transfer an account to another beneficial account owner must request permission to do so by contacting us. Approval is solely at our discretion. You shall not open more than one Affiliate Account without our prior written consent.
Confidential Information
Confidential Information shall mean:
(i) any information of whatever nature, which has been or may be obtained by the Affiliate from the Company, relating to the Company’s information and whether in writing or in electronic form or pursuant to discussions between the Company and the Affiliate, or which can be obtained by examination, testing, visual inspection or analysis, including, without limitation, scientific, business or financial data, know-how, formulae, processes, designs, sketches, photographs, plans, drawings, specifications, sample reports, models, Player lists, price lists, studies, findings, computer software, inventions or ideas; or
(ii) analyses concepts, compilations, studies and other material prepared by or in possession or control of the recipient which contain or otherwise reflect or are generated from any such information as is specified in this definition and includes any dispute between the Affiliate and the Company resulting from this Agreement.
Such information must not be used for the Affiliate’s own commercial or other purposes or divulged to any person or third party. The Affiliate obliges himself not to use the Confidential Information for any purpose other than the performance of its obligations under this Agreement.
All Confidential Information provided or made available by the Company under this Agreement shall remain the sole and exclusive property of the Company and nothing in this Agreement shall be construed to grant the Affiliate any ownership rights in, or license to, any such Confidential Information. This provision shall survive the termination of this Agreement.
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. You will not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service or other search or referral service and which are identical or similar to any of the Company trademarks or otherwise include the Company trademarks or variations thereof or include metatag keywords on the Affiliate Website which are identical or similar to any of the Company trademarks. You will not register (or apply to register) any trademark or domain name or any similar trademark or domain name which is similar to any trademark, domain name or brand used by or registered in the name of Company, or any other name that could be understood to designate Company brand.
It is entirely your responsibility to comply with all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.
Modification of terms and 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 and/or a new agreement on our site and notifying Affiliates in an email of the implemented changes. Modifications may include, for example, changes in the scope of available Commissions and Affiliate Program rules.
If any modification is unacceptable to you, your only recourse is to terminate the Affiliate Agreement with immediate effect. Your continued participation in our Affiliate Program following our posting of a change notice and/or new agreement on our site will constitute binding acceptance of the modified Affiliate Agreement, irrespective of whether or not the Affiliate has actually learned of or read the relevant changes.
Assignment
Affiliate shall not be entitled to assign or transfer its rights or obligations under this Agreement without the express written consent of the Company.
Notwithstanding the above, the Company may freely assign this Agreement and all of its rights and obligations hereunder to any of its subsidiaries or affiliated companies.
Relationship between the parties
We 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.
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 30 (thirty) days then either Party may terminate the Affiliate Agreement with immediate effect by providing a written notice.
Miscellaneous
The Clause headings do not affect the interpretation of the Agreement.
Disputes and Governing Law
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), and do not express nor imply any warranties arising out of a course of performance, dealing, or trade usage. 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 Company Account system and the Company database, the database shall be deemed accurate.
You shall defend, 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, arising out of, or in any way connected with:
(i) any breach by you of any provision of the Affiliate Agreement,
(ii) the performance of your duties and obligations under the Affiliate Agreement,
(iii) your negligence or
(iv) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorised use of our banners and links or this Affiliate Program.
We and/or any other entity within 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.
The Agreement will be governed by and construed in accordance with the laws of the Republic of Estonia.
The validity, construction and performance of the Affiliate Agreement and any claim, dispute or matter arising under or in connection to the Affiliate Agreement or its enforceability shall be governed and construed in accordance with the laws of Republic of Estonia. Each Party irrevocably submits to the Estonia Arbitration, Estonia, over any claim, dispute or matter under or in connection with the Affiliate Agreement and/or its enforceability.
The Affiliate must, unless otherwise agreed by the parties, or required by applicable law, treat all information disclosed during the arbitration by or on behalf of the Parties and all matters relating to the arbitration (including the existence of the arbitration) and the award, as Confidential Information.