Last updated on Jan 31st, 2019
These Affiliate Program Terms & Conditions (these “Terms & Conditions”) contain the complete terms and conditions that apply to an individual's or entity's participation in the Affiliate Program of Jubiter Technologies OÜ.
Where used in these Terms & Conditions, references to(i) “you”, “your” and/or “Affiliate” shall mean the individual or entity that applied as the beneficiary for payment purposes on our registration form as submitted at our Website (“Affiliate Registration Form”)(ii) “we”, “our”, “us” means Jubiter Technologies OÜ, a company registered in Estonia, whose registered office is Estonia, Harju maakond, Tallinn, Kesklinna linnaosa, Roosikrantsi tn 2-K432, 10119 (“Jubiter”).
The Purpose of these Terms & Conditions is to clarify the nature of our relationship with you. These Terms & Conditions deal mostly with defining the operating terms of our relationship with you. They also refer to some breach anddisciplinary provisions. The latter are only intended to be exercised on those rare occasions where some inappropriate behavior has been committed and an Affiliate is in breach of these Terms & Conditions.
Our objective is to create a successful and long-term relationship with our Affiliates and to ensure they are rewarded well for their effort. Provided you act in good faith, there should be no need for us to exercise any of the disciplinary provisions contained herein.
Any changes to these Terms & Conditions will be communicated to you in accordance with Section 1.3 below. Changes to these Terms & Conditions are generally made to comply with regulatory developments or if the nature of the industry landscape changes.
IMPORTANT - PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCEPTING THESE TERMS & CONDITIONS, THEN PRINT AND STORE IT ALONG WITH ALL CONFIRMATION EMAILS REFLECTING YOUR TRACKER ID AND AFFILIATE ACCRUALS.IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS CONTAINED HEREIN (OR ARE NOT AUTHORISED TO DO SO) YOU SHOULD NOT JOIN OUR AFFILIATE NETWORK OR (IF YOU HAVE ALREADY JOINED OUR AFFILIATE NETWORK) EMAIL US AT [email protected] TO TERMINATE THE RELATIONSHIP UNDER THESE TERMS & CONDITIONS. IF YOU HAVE ANY QUESTIONS REGARDING THESE TERMS & CONDITIONS, PLEASE CONTACT US AT THE SAME EMAIL ADDRESS. GENERAL ENQUIRIES SHOULD BE SENT TO THIS EMAIL ADDRESS AS WELL.
These Terms & Conditions, your completed Affiliate Registration Form, any other guidelines or additional terms we provide to you via email or our Website and the associated Payment Plans, contain the complete terms and conditions that apply to your participation in theJubiter online site affiliate network (“Affiliate Network”). In the event that there is a conflict between these Terms & Conditions and any other additional terms,these Terms & Conditions shall take precedence, unless such additional terms expressly reference variation to these Terms & Conditions.
1.1 These Terms & Conditions shall govern our relationship with you in relation to the Affiliate Network for our Website and modifies, replaces and supersedes any previous version of these Terms & Conditions.
1.2 When you indicate your acceptance of these Terms & Conditions on the Affiliate Registration Form, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET OUT HEREIN (as amended or modified from time to time in accordance with Section 1.3 below).
1.3 We may modify any of the provisions of these Terms & Conditions at any time, in our sole discretion, by either (i) emailing you a change notice or (ii) by posting the new version of these Terms & Conditions on our Website. Except in the case of modifications relating to fraud prevention or where there is a mistake in these Terms & Conditions or where such modifications do not affect your rights, all which shall be effective on the date of posting or the sending of such notice (whichever is the earlier), all other modifications to these Terms & Conditions will only take effect 7 (seven) days after the date of posting or sending of any such notice (whichever is the earlier). It is your responsibility to visit our Website frequently to make sure you are up to date with the latest version of these Terms & Conditions and their provisions. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE YOUR RELATIONSHIP WITH US UNDER THESE TERMS & CONDITIONS. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE NETWORK FOLLOWING SUCH SEVEN-DAY PERIOD WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.
1.4 Notwithstanding Section 1.3 above, from time to time we may contact you with information regarding specific promotions. Unless you notify us otherwise, you will be deemed to have agreed to take part in such promotions and the terms of such promotions shall be incorporated into the applicable Payment Plans and these Terms & Conditions for the duration of such promotions.
In these Terms & Conditions, references to the following terms shall have the meanings set out below:
2.1 “Affiliate Account” means the account into which you receive payment from us. All payables are paid into Affiliate Accounts, unless specifically agreed otherwise.
2.2 “Affiliate Accrual” is the amount due and payable to you, as calculated based solely on our system´s data and in accordance with the provisions of these Terms & Conditions and the applicable Payment Plans.
2.3 “Affiliate Area” means the area of our Website that is accessible to you (you may need to access some parts of this area by logging on with the security code we assign to you when you sign up as a participant in the Affiliate Network and associated password), which provides certain ‘members only’ functionality, including facilities to check relevant statistics, register Sub-affiliates, update your profile, create additional tracker IDs, select Banners and/or Text Links.
2.4 “Banners” and “Text Links” means the graphic artwork or text that includes tracker IDs that are made available by us in the Affiliate Area and that you may use to connect Customers to our Services from your website (or other electronic method) or using other marketing materials.
2.5 “Cost Per Acquisition” (or “CPA”) means payment per new Customer (as described in Section 2.6) that you introduce via your Tracker ID to our Website from our internal tracking system.
2.6 “Customer(s)” means any person who is attached to your Tracker (or if applicable, your Sub-affiliate´s Tracker) who: (i) has not been a Customer with us before and has not been previously referred by you or by your Sub-affiliates to our Website; (ii) is not located in a Restricted Territory; (iii) in the event a CPA-involved Payment Plan is applicable-transferred to us the Minimum Required Cryptocurrency Purchase/Sale Amount; (iv) is accepted as a Customer under any applicable registration or identity verification procedure which we may require; (v) is over the age of 18; and (vi) has adequately fulfilled any other qualification criteria that we may introduce from time to time. Notwithstanding any other provisions contained elsewhere in these Terms & Conditions, we reserve the right to alter the above mentioned qualifying criteria at any time by placing a notice to that effect on our Website.
2.7 “Customer Account” means a uniquely assigned account that is created for a Customer (as described in Section 2.6) when he/she/it successfully registers for the Services via a Tracking URL.
2.8 “Fraud Traffic” means transfers, revenues, actions or traffic generated on the Services through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including transfers generated on stolen credit cards, collusion, manipulation of a service or a system, bonuses or other promotional abuse, creation of false accounts for the purpose of generating Affiliate Accruals, and unauthorized use of any third-party accounts, copyrights, trademarks and other third-party Intellectual Property Rights (including, for the avoidance of doubt, our Intellectual Property Rights) and any activity that constitutes Fraud Traffic under Sections 3.7 or 3.9 below.
2.9 “Intellectual Property Rights” means rights to all existing and future patents, trademarks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software), moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration), know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.
2.10 “Marketing Materials” means Banners and Text Links and any other marketing material (that may include our Marks as defined in Section 2.12 below) that have been provided or otherwise made available to you by us and/or pre-approved by us.
2.11 “Minimum Required Cryptocurrency Purchase/Sale Amount” means a minimum amount of USD 500 (five hundred United States Dollars) required for you to become eligible for a CPA-involved payment plan.
The amount set forth in Section 2.11 may be changed from time to time. Purchase/Sale Amounts must add up to a cumulative amount for each Customer in order to satisfy the qualifying criteria. Notwithstanding any other provisions contained elsewhere in these Terms & Conditions, we reserve the right to alter the amount mentioned within this Section at any time by placing notice on our Website. All amounts are calculated in USD and may be converted into alternative currencies as indicated on our Website at a rate determined by us in our sole discretion from time to time.
2.12 Our “Marks” means the words “Jubiter”, and/or any logo, mark, domain name or trade name that contains, is confusingly similar to or is comprised of our Marks or any other name or mark owned from time to time by us or any of our related companies.
2.13 “Payment Plan” means the payment plan you have accepted, under which we pay you either:
2.14 “Restricted Territory/ies” means any country in which access to or use of the Services and/orour Website is prohibited by applicable law, decree, regulation, treaty, or administrative act. Certain partial restrictions may apply to additional geographic areas, as shall be notified by us from time to time. The Restricted Territories list may change from time to time for reasons which include, but are not limited to, licensing requirements and any other legal and regulatory changes.
2.15 “Revenue Share” is a percentage of the commissions generated by us from Customers that you introduce via your Tracker ID through our internal tracking system.
2.16 “Service(s)” means any product or service offered to Customer on our Website.
2.17 Our “Website” means www.jubiter.com and/or Jubiter’s mobile application.
2.18 “Spam” means any email or other electronic communication you send that markets, promotes and/or that otherwise refers to us, our Website or our Services from time to time, or that contains any Marketing Materials, our Marks or Trackers and that breaches the terms of these Terms & Conditions.
2.19 “Sub-affiliate” means a person that you have referred to us and that has successfully joined (as an affiliate) our Affiliate Network in accordance with the provisions of these Terms & Conditions.
2.20 “Sub-affiliate Accruals” means the Affiliate Accruals due to any Sub-affiliate as set out in their chosen Payment Plan.
2.21 “Term” means the period from the date that you acknowledge and accept the terms of these Terms & Conditions by indicating such acceptance on the Affiliate Registration Form, until such time as these Terms & Conditions expire or are terminated in accordance with their terms.
2.22 “Tracker(s)” means the unique Tracking URL that we provide exclusively to you, through which we track Customers’ activities and calculate Affiliate Accruals.
2.23 “Tracking URL” means a unique hyperlink or other linking tool for referencing our Website or Services through which you refer potential Customers. When the relevant Customer opens their Customer Account, our system automatically logs the Tracking URL and records you as the Affiliate.
2.24 In these Terms & Conditions (except where the context otherwise requires):
2.25 These Terms & Conditionsare drafted in the English language. If these Terms & Conditions are translated into another language, the English language text shall in any event prevail.
3.1 Identity and Disclosure. You shall provide true and complete information to us when completing the Affiliate Registration Form and anytime thereafter, at our request, and promptly update such information if all or any part of it changes. You shall also provide us with such other information as we may reasonably request from time to time.
3.2 Marketing Activities and Responsibilities. All copyrighted material and trademarked names and logos used in the course of activity under these Terms & Conditions, by either party or both, shall remain the exclusive intellectual property of Jubiter.You shall market to and refer potential Customers to our Website. You will be solely liable for the content and manner of such marketing activities. All such marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws in relation to the content and nature of any advertising or marketing) and otherwise comply with the provisions of these Terms & Conditions. You shall not yourself, nor shall you authorize, assist or encourage any third party to:
If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Affiliate Accruals and/or terminate these Terms & Conditions immediately on notice.
3.3 Approved Marketing Materials. In providing the marketing activities referred to in Section 3.2, you shall only use the Marketing Materials. You shall not modify the Marketing Materials or our Marks in any way without our prior written consent. You shall only use the Marketing Materials in accordance with the provisions of these Terms & Conditions, any guidelines we provide to you on our Website or otherwise from time to time and any applicable laws.
3.4 Competitive Marketing. You shall not market our Website and/or us or our Services or our Marks in any way whatsoever, unless such activities are approved in writing by us (i) on any site on which we promote our Website; (ii) on or through any Internet search engine on or through which we promote our Website; and (iii) in any other manner that results in you competing with us in relation to the promotion of our Website or (iv) otherwise where we request that you cease the same.
3.5 Non-Assignment. Without prejudice to Section8.6, you acknowledge and agree that Trackers are for your sole use and you shall not assign or sub-license (as appropriate) neither the Tracker IDs nor any Affiliate Accruals to any third party without our prior written consent.
3.6 Sub-affiliates. You may refer other persons to us so that they may also apply to join our Affiliate Network. If any such person successfully joins our Affiliate Network, we will pay you in respect of the activities of such Sub-affiliate in accordance with the Payment Plan, provided that you register them through the “Register Sub-affiliate” function within the Affiliate Area of our Website, if such function is applicable. You will only receive credit for sub-affiliates that comply with all applicable terms of these Terms & Conditions. Any person registered as an Affiliate cannot subsequently be reclassified as a Sub-affiliate. You shall not:
3.7 Commercial Use Only. This marketing opportunity is for commercial use only. You shall not register as a Customer or make Transfers to any Customer Account (directly or indirectly) through your Tracker(s) (or any Sub-affiliate’s tracker(s)) for your own personal use and/or the use of your relatives, friends, employees, agents or advisors, or otherwise attempt to artificially increase the Affiliate Accruals payable to you or to defraud us. Violation of this provision shall be deemed to be Fraud Traffic.
3.8 Customer Information. We reserve the right to refuse service to any potential Customer and to close the Customer Account of any Customer, at any time, in our sole discretion. All data relating to the Customers shall, as between you and us, remain our exclusive property and you acquire no right to such information except pursuant to our express written instructions.
3.9 Trademarks and Domain Names. You acknowledge that Jubiter and/or its subsidiaries, related companies and licensees, own all Intellectual Property Rights comprised in any and all of the Marketing Materials, our Services, our Website and our Marks. Any use of any trade mark, domain name or trade name that contains, is confusingly similar to or is comprised of our Marks (other than in accordance with the provisions of these Terms & Conditions) without our prior written permission shall be unauthorized and further may constitute Fraud Traffic. By way of example, but without limitation, you may not register a domain name that includes our Marks or marks confusingly similar to our Marks. You agree that all use by you of our Marks including any use of a domain name that includes our Marks or marks confusingly similar to our Marks inures to our sole benefit and that you will not obtain any rights in our Marks as a result of such use. You shall not register or attempt to register any trademarks or names that contain, are confusingly similar to or are comprised of our Marks. You hereby agree to transfer any domain names or trade mark application or registrations in respect of our Marks or marks confusingly similar to our Marks you may hold or control to us upon demand. You further agree not to attack or challenge our ownership of and title to our Marks in any way.
3.10 In case your marketing activities are not in accordance with our guidelines, we shall have the sole discretion to stop any marketing campaigns, hold pending payments and/or block your account with us immediately.
4.1 Reports. You will be able, at any given time, to track your Customers activity for purposes of calculating your Affiliate Accruals based on your chosen Payment Plan. The form and content of the reports may vary from time to time in our sole discretion. Generally, reportswill include indicationsto the number of new Customers that signed up per Tracker and/or the total amount due to you after any deductions or set offs that we are entitled to make under these Terms & Conditions. We hereby exclude any and all liability for the accuracy or completeness of any such reports.
4.2 Affiliate Accruals. Subject to Section 4.4 below, Affiliate Accruals will be paid to you on a calendar bi-monthly basis in accordance with your chosen Payment Planafter you have completed the registration process and/or where we have activated additional Trackers. We may elect not to accept your selected Payment Plan choice and we may convert any Payment Plan and any associated Trackers provided hereunder from a Revenue Share Plan to a CPA Plan or vice versa or to any other Payment Plan that we may operate from time to time, at any time, on notice to you.
4.3 Sub-affiliate Accruals. Subject to Section 3.6, you will receive, in accordance with the Payment Plan and Section 4.4below, your commission on the Affiliate Accruals due and payable to your Sub-affiliate(s) for Customers they refer to our Website.
4.4 Minimum Payment and Time of Payment. All Affiliate Accruals generated through your chosen Payment Plan will be paid into your Affiliate Account not later than 3 (three) days of its due date. We may impose reasonable restrictions on the frequency and amounts that can be cashed out of your Affiliate Account for administrative convenience and/or to protect the security of your account. At our sole discretion, we may impose a policy that if the amount due is negative in any particular month, then that negative amount will carry over and be deducted against the following month.
Minimum payment amount will be USD 200 (two hundred United States Dollars). Any lower amount shall be held by us until it will reach the minimum required.
4.5 Holdover for Fraud Traffic. In the event that, in our sole discretion, we suspect any Fraud Traffic, then we may delay payment of the Affiliate Accruals to you for up to 180 (one hundred and eighty) days while we investigate and verify the relevant transactions. We are not obligated to pay Affiliate Accruals in respect of Customers who, in our sole discretion, are not verifiably who they claim to be or are otherwise involved with Fraud Traffic. In the event that we determine any activity to constitute Fraud Traffic, or to otherwise be in contravention of these Terms & Conditions, then in our sole discretion we may: (i) pay the Affiliate Accruals in full, (ii) recalculate them in light of such suspected Fraud Traffic and/or (iii) forfeit your future Affiliate Accruals in respect of Fraud Traffic (as appropriate).
4.6 Method of Payment. All payments to you will be due and payable in EURO or such other currency as we will determine, regardless of the currency any Customers assigned to your Tracker may have played in. Payment will be made by any method as we in our sole discretion decide; however, we will use reasonable endeavours to accommodate your preferred payment method. Charges for wires’ commissions or courier charges will be covered by you and deducted from your Affiliate Accruals. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of monies to your Affiliate Account.
4.7 Customer Tracking. You understand and agree that potential Customer must link through using your Tracker ID or use other codes for tracking of your activity previously approved by us in order for you to receive Affiliate Accruals. In no event are we liable for your failure to use Trackers or for potential Customers to properly use the system. Notwithstanding any other provision herein, we may at any time and in our sole discretion alter our tracking system and reporting format.
4.8 Personal Customer Account. In any case you will register personally as a Customer, you will not be entitled for commissions or any other payments for any activity under your personal customer account.
4.9 Disputes. If you disagree with the monthly reports or amount payable, do NOT accept payment for such amount and immediately send us written notice of your dispute. Dispute notices must be received within 30 (thirty) days of our making available your monthly report or your right to dispute such report or payment will be deemed waived and you shall have no claims in such regard. Further, acceptance of payment transfer or acceptance of other payment from us by you will be deemed full and finally settled.
4.10 Money Laundering. You shall comply with all applicable laws and any policy notified by us through our Website or otherwise in relation to money laundering and/or the proceeds of crime.
4.11 Taxation. All taxes due in connection with any payments to you are your sole liability. You are responsible for complying with the rules, if any, for registering for and paying income tax and similar taxes in respect of your income from these Terms & Conditions and for collecting and paying the income tax and social security contributions in respect of your staff, if you have any. If Value Added Tax (VAT) or any other sales tax or turnover tax is chargeable, you are responsible for complying with the rules, if any, for registering for the tax and collecting and paying tax in the country where the services are provided, and you acknowledge that the payments that you receive shall be deemed to include all VAT or sales tax or turnover tax.
5.1 Term and Termination. These Terms & Conditions will take effect when you indicate your acceptance of these terms and conditions on the Affiliate Registration Form and continue until terminated in accordance with the terms of these Terms & Conditions.
5.2 Termination by You. You may terminate these Terms & Conditions, with or without cause, immediately upon written notice to us, which you may send by email marked “Affiliate Termination Notice” to [email protected]. For the avoidance of doubt, termination of our relationship under these Terms & Conditions will end your participation in the Affiliate Network as a whole. In the event that you elect to terminate these Terms & Conditions, you must withdraw all monies in your Affiliate Account within 30 (thirty) days of sending the above-mentioned email. If such monies have not been withdrawn in such time, then they shall be deemed forfeited and shall revert to us.
5.3 Termination by us. We may terminate these Terms & Conditions or, without terminating these Terms & Conditions as a whole, any specific Trackers, without cause at any time, upon written notice to you that we may send by email/fax/mail to such email address/fax number/address you have provided to us. In the event we terminate our relationship under these Terms & Conditions as a whole, we shall be entitled to automatically render any Trackers inoperative. For the avoidance of doubt, on termination of these Terms & Conditions you will no longer receive any Affiliate Accruals. If we terminate a specific Tracker, you will no longer receive any Affiliate Accruals through that Tracker; however, your remaining Trackers will not be affected.
5.4 Suspension by us. In any circumstance where we are entitled to terminate these Terms & Conditions or terminate any specific Tracker, we may at our sole discretion and without prejudice to our further rights and remedies, suspend our relationship under these Terms & Conditionsor any specific Tracker. During the period of any suspension, we may withhold the payment of any Affiliate Accruals that relate to any affected Trackers. Payment of any withheld Affiliate Accruals will be made to you on the lifting of the suspension.
5.5 Automatic Termination by us if your Account is Inactive. If your Affiliate Account is Inactive, your Agreement and participation in the Affiliate Network will automatically terminate. In this Section, “Inactive” means where (i) you have not generated sufficient Affiliate Accruals to trigger a payment into your Affiliate Account or you have not cashed out any funds (through a withdrawal or a transfer to a Customer Account) for 180 (one hundred and eighty) days or more; or (ii) you have not referred any new customers within 100(one hundred) days (iii) you have failed to respond to any verification emails sent to you within a reasonable time. Where automatic termination occurs, any funds remaining within your Affiliate Account will revert to us.
5.6 Effect of Termination. The following will apply where we terminate:
6.1 No Warranties. WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE NETWORK, OUR WEBSITE OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR WEBSITE, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THESE TERMS & CONDITIONS, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
6.2 Billing and Collection Limitations. We may, in our sole discretion, use any available means to block, restrict, remove or discount from your tracker certain Customer, transfers or patterns or reject the applications of potential Customer and/or Affiliates so as to reduce the number of fraudulent, unprofitable transactions or for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention efforts.
6.3 Liability Limitations. Our obligations under these Terms & Conditions do not constitute personal obligations of the owners, directors, officers, agents, employees, vendors or suppliers of our Website or Services other than as provided under these Terms & Conditions. Other than as expressly provided in these Terms & Conditions, in no event will we be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under these Terms & Conditions, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed the revenues generated and payable to you in relation to the Websitethat the dispute relates to over the previous 12 (twelve) months at the time that the event giving rise to the liability arises.
6.4 Indemnification. You shall defend, indemnify and hold us and our owners, officers, directors, employees, vendors and representatives harmless on demand from and against any and all claims, demands, liabilities, losses, damages, costs and expenses (including reasonable legal fees) resulting or arising (directly or indirectly) from your breach of these Terms & Conditions.
6.5 Set Off. Without prejudice to any other rights or remedies available to us under these Terms & Conditions or otherwise, we shall be entitled to set off any payments otherwise payable by us to you hereunder, against any liability of you to us, including any claims we have against you resulting from or arising from, your breach of these Terms & Conditions.
7.1 Independent Investigation. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF MARKETING THE WEBSITE OR SERVICES.
7.2 Independent Research. YOU UNDERSTAND THAT LAWS MAY VARY FROM CITY TO CITY, STATE TO STATE AND COUNTRY TO COUNTRY. YOU WARRANT THAT YOU HAVE INDEPENDENTLY EVALUATED THE LAWS THAT APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN OUR AFFILIATE NETWORK WITHOUT VIOLATING ANY APPLICABLE RULES OR LAWS.
8.1 Notices. All notices pertaining to these Terms & Conditions will be given by email as follows: to you at the email address provided by you on the Affiliate Registration Form (or as subsequently updated by you to us in the event of change), and to us at [email protected]. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or 24 (twenty four) hours from the time of transmission.
8.2 Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between you or us under these Terms & Conditions. Neither party has the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in these Terms & Conditions.
8.3 Non-Exclusive. You understand that we may at any time, directly or indirectly, enter into marketing terms with other Affiliates on the same or different terms as those provided to you in these Terms & Conditions and that such Affiliates may be similar, and even competitive, to you. You understand that we may redirect traffic and users from our Website to any other online site that we deem appropriate in our sole discretion, without any additional compensation to you.
8.4 Confidentiality and Non-Disclosure. As an Affiliate, you may receive confidential information from us, including confidential information as to our marketing plans, marketing concepts, structure and payments. This information is confidential to us and constitutes our proprietary trade secrets. You shall not disclose this information to third parties or use such information other than for the purposes of these Terms & Conditions without our prior written consent, save as expressly required by law (provided that any such disclosure is only to the extent so required).
8.5 Press. You may not issue any press release or other communication to the public with respect to these Terms & Conditions, our Marks or your participation in this Affiliate Network without our prior written consent.
8.6 Assignment. Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with these Terms & Conditions or any rights under these Terms & Conditions, or subcontract any or all of your obligations under these Terms & Conditions, or purport to do any of the same. Any purported assignment in breach of this Section shall confer no rights on the purported assignee.
8.7 Governing Law. These Terms & Conditions (including any variation or modification thereto) shall be deemed executed in Estonia and shall be governed by and construed in accordance with the laws of Estonia without giving effect to conflicts of law principles. You irrevocably agree that, subject as provided below, the courts of Tallinn, Estonia, shall have exclusive jurisdiction to determine any claim, dispute or matter arising out of, or in connection with, or concerning these Terms & Conditions or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum. Nothing in this Section shall limit our right to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
8.8 Severability. Whenever possible, each provision of these Terms & Conditions will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of these Terms & Conditions is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of these Terms & Conditions or any other provision hereof.
8.9 Entire Agreement. These Terms & Conditions embody the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any prior or subsequent oral or written agreement or understanding between the parties in relation to such subject matter save in respect of modification to these Terms & Conditions provided by us to you in accordance with Section 1.3 above. Each of the parties acknowledges and agrees that in entering into these Terms & Conditions, it has not relied on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person (whether party to these Terms & Conditions or not) other than as expressly set out in these Terms & Conditions. Each party irrevocably and unconditionally waives all claims, rights and remedies that, but for this Section, it might otherwise have had in relation to any of the foregoing. Nothing in this Section shall limit or exclude any liability for fraud.