1.1. This document, together with all appendices thereto, as well as every possible statement of legal force that will be published on the Site (www.partnerlottery.com, hereinafter referred to as the "FSS Site"), are the Terms of the Affiliate Agreement (hereinafter referred to as the "Terms"), which regulate the participation of the Partner in the Five Star Services Affiliate Program (as well as the "FSS") (hereinafter referred to as the "Affiliate Program") to promote the following website/s and the services they provide on the Internet:
– the list of sites is contained in the Additional Agreement concluded with the Partner.
1.2. Each person who wants to be a Partner must carefully read and accept these Terms when registering a Personal Account on the Site and familiarize himself with the current version of the Terms each time he visits the Site. If the Partner does not agree with these Terms, he must refuse to use the Site. If the Partner continues to use the Site and continues to participate in the Affiliate Program if he does not agree with these Terms, it means that the Partner accepts the Terms and that the Terms will be applied to the Partner. These Terms may be changed at any time with the obligatory publication of changes on the Site. By continuing to use the Site and participating in the Affiliate Program after changing the Terms, the Partner automatically agrees to all the changes made.
2. Terms and Definitions
"Partner" means a person, firm, or company providing Affiliate Services under these Terms. Partner can be any legal entity and individual who has reached the age of 18 years (or other age established by the law for gambling in your jurisdiction, but not younger than 18 years old), who has registered on the Site and received registration approval, who has the financial and technical ability to provide Affiliate Services;
"Affiliate Services" means advertising and promotional services provided by the Partner under these Terms;
"Site Services" is any product or service provided to Users on the Site (s) referred to in clause 1.1.;
"User" is any person who has registered an account on the Site(s) referred to in clause 1.1., who previously did not have an account, as well as deposited money and made a purchase on the site/sites referred to in clause 1.1., after being referred by the Partner to the Site(s) as a result of the Affiliate Services.
"Marketing materials" are banners and text links (including Trackers that are provided in the Personal Account and which the Partner can use to connect Users to the Services) and any other marketing materials (which may include references to the services and products of the site/sites referred to in clause 1.1.) that have been provided to the Partner and/or pre-approved by FSS.
"Personal Account" is a password-protected area of the Site accessible to the Partner that provides additional functions, including the means to check relevant statistics, update the profile, select banners, widgets, text links, and other promotional materials, and also contains information on prohibited jurisdictions and other restrictions that the Partner must comply with when providing Affiliate Services. The personal account also includes information on the personal Tariff set for the Partner for the provision of Affiliate Services;
"Tracker" means unique tracking URLs that are provided to the Partner to track the activities of the User and/or potential User and calculate the Partner Reward;
"Partner Reward" is the amount payable to the Partner, calculated based on data from the tracking system under these Terms;
"Intellectual Property Rights" means all patents, copyrights, and related rights, trademarks, service marks, trade names, business names and domain names, rights in trade dress, goodwill rights or the right to legal protection against unfair competition, design rights, software rights, database rights, rights to confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case registered or unregistered, including all applications for renewal or extension of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
"Fraud Traffic" means deposits, earnings, or traffic generated by illegal means or any other act done in bad faith to defraud FSS (as determined by FSS in its sole discretion), whether or not they harm us, including deposits generated on stolen credit cards, collusion, service or system manipulation, bonuses or other promotional abuse, and the unauthorized use of third party accounts, copyrights, trademarks and other intellectual property rights of third parties(which, for the avoidance of doubt, includes FSS intellectual property rights) and any activity that constitutes fraudulent traffic under these Terms.
"Regulator" means any governmental, judicial or regulatory body located in the jurisdiction of FSS, the Partner or the User, or whose jurisdiction is affected by the provision of the Affiliate Services or the services of the site/sites referred to in clause 1.1.
3. Registration in the Affiliate Program
3.1. To register in the Affiliate Program, the Partner must send an application for obtaining the status of a Partner following the form provided on the Site and provide all the documents requested by FSS. Partner must provide FSS with accurate and complete information when completing the registration form and promptly update such information if it changes in whole or in part.
In addition to providing documents, FSS has the right to require an interview with a potential Partner in a format determined by FSS.
3.2. Sending an application for obtaining the status of a Partner indicates that the potential Partner has read and accepted these Terms in full without any exceptions and limitations.
3.3. FSS reserves the right to reject any application at its sole discretion and without giving reasons. An appeal against a decision to reject an application is not applicable.
3.4. Following applicable anti-money laundering laws and regulations, anti-money laundering and terrorist financing laws, and following the company's outsourcing policy, the Partner/potential Partner must also provide FSS with any other information that FSS may request on reasonable grounds. The Partner must also promptly check the accuracy and completeness of the information provided, such as copies of personal documents and, where applicable, identity documents and company registration documents.
If the Partner/potential Partner fails to provide the documents requested by FSS, or if FSS suspects that any of the records provided have been forged (or there is an attempt to mislead or misrepresent information in any other way), FSS may reject the application or terminate any existing Agreement immediately upon notice to the Partner. However, FSS is under no obligation to accept such documents as valid and provide feedback on the exact nature of our findings regarding these documents.
3.5. Upon approval of the application, FSS sends a corresponding notification to the Partner and provides him with data for accessing the Personal Account.
3.6. The Partner undertakes to ensure the security of the personal data of the Personal Account, including the login and password, and take all reasonable measures to prevent unauthorized access to the Personal Account by third parties.
4. Affiliate Services. Partner Responsibilities
4.1. During the provision of Partner Services, the Partner undertakes to advertise the services provided on the site/sites specified in Clause 1.1., and direct potential Users to this site/sites.
4.2. During Affiliate Services, the Partner guarantees that his marketing activities do not contradict the current legislation and do not violate any of the company's guidelines as provided and as amended from time to time. All such marketing activities must be professional, proper, and legal under applicable rules, regulations, or laws (including any laws relating to the content and nature of any advertising or marketing) and otherwise, comply with these Terms.
4.3. In providing Affiliate Services, the Partner must comply with all requirements and restrictions established on the website(s) specified in clause 1.1. By agreeing to these Terms and starting to provide Affiliate Services, the Partner confirms that he is familiar with all documents, materials, and terms of service posted on the website(s) specified in clause 1.1.
4.4. The Partner also agrees to comply with any directives or instructions regarding the provision of Affiliate Services and the use of Marketing Materials that FSS may provide.
4.5. The Partner shall use the Marketing Materials solely for the provision of the Affiliate Services and shall not modify them in any way without the prior written consent of FSS. The use of Marketing Materials modified with the consent of FSS is possible only after the written approval of the changes by FSS;
4.6. The Partner undertakes to provide any information that FSS may reasonably request to fulfill its obligations to provide information to authorized supervisory and regulatory authorities;
4.7. When providing Affiliate Services, the Partner, as well as third parties involved by him, his employees, and other persons related to him, must not:
4.7.1. Post Marketing Materials on any website, application, or another medium if the content and/or materials on such website, application, or medium are libelous, discriminatory, obscene, illegal, sexually explicit, pornographic, or violent, or which, in our sole discretion, is otherwise unacceptable;
4.7.2. Develop and use methods of rendering Affiliate Services, directly or indirectly aimed at promoting the site/sites specified in clause 1.1., for any person under 18 years of age (or older, which may apply in the jurisdiction of residence/location of the target audience), regardless of the age of majority in the place where the Partner, FSS, or the company providing services of the site/sites specified in clause 1.1. is located;
4.7.3 Actively target any country or territory that is a Restricted Jurisdiction. The list of prohibited jurisdictions is contained in the Partner's Personal Account;
4.7.4 Post Marketing Materials on any online site, application, or another medium if the content and any materials posted on such online site, application, or medium:
- violate the intellectual property rights of FSS or any third party;
- fully or partially copy or resemble the site/sites specified in clause 1.1., or otherwise mislead the Users regarding the relationship between the Partner and FSS;
4.7.5. Read, intercept, modify, record, redirect, interpret or fill in the content of any electronic form or other materials provided by the User or any other person;
4.7.6. Interfere in any way with the operation or availability of the site/sites referred to in Clause 1.1., or any of its/their pages;
4.7.7. Register as a User on his behalf or on behalf of any third party, and make deposits to any Account (directly or indirectly) through the Tracker(s) for personal use and/or use by relatives, friends, employees, or other persons, or otherwise attempt to increase Affiliate Reward or otherwise defraud FSS artificially. Violation of this provision is considered Fraudulent Traffic;
4.7.8. Take any action that may reasonably cause confusion to the User regarding the existing relationship between FSS and the Partner or any third party, as well as regarding the ownership or operation of the site or service on which any operations or transactions are carried out;
4.7.9. Force the website(s) referred to in Clause 1.1. (or any of its/their parts or pages), open in the User's browser or in any other place, except when the User clicks on banners or text links contained in or forming part of any Marketing Materials;
4.7.10. Intercept or redirect (including with the help of software installed by the User) traffic on any site or other place that participates in the Affiliate Program;
4.7.12. Contact Users, directly or indirectly, to invite them to go to any online site not specified in Clause 1.1. or for other purposes that violate our rights without our prior consent.
4.7.13. Offer Users any incentives, including free services, refunds, or similar promotions, unless approved by FSS.
4.8. In the case of sending emails, SMS, and other personally addressed messages with Marketing Materials, the Partner guarantees that letters and messages comply with applicable law and are sent only to those persons who have consented to receive them or with whom the Partner has a business relationship. All specified emails and messages must contain clear information about the sender's identity and include details of how the recipient can unsubscribe.
The Partner undertakes to comply with the unsubscribe requirements as soon as possible. Upon unsubscribing, the Partner undertakes to cease any further marketing messages to any person who indicates (by any means) that they do not wish to receive any other marketing messages.
The Partner undertakes not to send such letters and/or messages to persons under 18 years of age or, if older, to persons under the age of majority in the country of the intended recipient(s) of any such letter and/or message.
Any such emails and/or messages must not include any content other than Marketing Materials.
4.9. The Partner shall defend, indemnify, and hold harmless FSS and officers, directors, employees, and representatives of FSS upon request from any and all claims, demands, liabilities, losses, costs, and expenses (including reasonable legal fees) arising out of: (i) violation by the Partner of any law and/or regulation and/or binding document applicable to marketing activities; (ii) Affiliate's failure to comply with any specific instructions, including the written rules and these Terms, that Affiliate has received from FSS.
4.10. The Partner undertakes to prevent situations of competition between the Partner's services and independent marketing promotion of the site/sites specified in clause 1.1.
4.11. In case of detection of fraudulent activities, a large number of chargebacks, as well as other violations of the above obligations of the Partner, FSS has the right to suspend the Partner's Personal Account or close them completely. The sufficiency of the grounds for suspending and closing the Personal Account is determined by the FSS independently.
5. Accounting and payment of Affiliate Services
5.1. The Personal Account contains information about Users' activity for calculating the Affiliate Reward. The form and content of the reports may be changed from time to time at our sole discretion. The Partner is obliged to independently and on time track the reporting information in the personal account. Objections to accruals and reporting information can be made no later than 30 days from the date of the relevant record or operation, objections after 30 days are not allowed, and the report is considered accepted in full.
5.2. The calculation of the Partner's Reward is made following the Partner's personal Tariff, calculated by FSS and fixed in the Partner's Personal Account.
5.3. Subject to the provisions of these Terms and Conditions and the Partner's complete fulfillment of his obligations, the Partner's Reward accrued for the current calendar month is payable by the 15th day of the following calendar month inclusive.
5.4. Payment of the Partner's Reward is made after the deductions and offsets provided for in these Terms.
5.4. The minimum amount payable as the Affiliate Reward is $30. Suppose any calendar month's total Affiliate Reward is less than or equal $30. In that case, the balance will be rolled over and added to the next month's Affiliate Reward until the total exceeds $30. In addition, if the amount payable in any particular month is negative, that amount will be carried forward and deducted from the next month's accruals.
If the Partner's account has a negative balance for two consecutive months, the Partner shall refund the Affiliate Reward paid to the Partner in respect of the chargeback amount. FSS reserves the right to suspend any Partner's account if the balance remains negative for two or more consecutive months.
5.5. If any indication of fraudulent traffic is detected, FSS has the right to defer payment of the Affiliate Reward for suspicious transactions for up to one hundred and eighty (180) days. Affiliate Rewards will not be paid regarding questionable players who are not indeed who they say they are or are otherwise involved in fraudulent traffic until the causes of reasonable doubt have been eliminated. If any activity is determined to be fraudulent traffic or otherwise inconsistent with this Agreement, FSS shall have the right to cancel the Affiliate Reward in respect of fraudulent traffic.
5.6. Affiliate Rewards will be paid by bank transfer or any other method FSS may choose. However, we will use reasonable efforts to use the Affiliate's preferred payment method. Fees for payments are deductible from the Affiliate Reward. To avoid doubt, FSS shall not be liable for paying any currency conversion fees or any fees associated with the transfer of funds to a Partner's bank or other accounts.
5.7. The Partner is solely responsible for keeping the payment details up to date. If the payment cannot be made due to a change in the Partner's payment details, the balance due is transferred to the next month, and the payment is made following clause 5.3.
5.8. FSS does not accrue the Affiliate Reward if the Partner has not used the Trackers. Therefore, consideration of disputes on the accrual of Affiliate Rewards without Trackers is not applicable.
5.9.In the event of an overpayment in the calculation of the Affiliate Reward, FSS reserves the right to correct such calculation at any time and recover from the Partner any overpayment made by FSS.
5.10 To receive the total amount of the Affiliate Reward following the established personal Tariff, the Partner must ensure monthly maintenance of activity to attract New Users in the amount of at least 10 Users during each calendar month. To calculate the number of new Users here and below, only New Users who have not been previously registered and have gone through the registration process and have made a purchase on the site/sites specified in Clause 1.1. and this purchase has not been canceled are taken into account. When restoring the suspended Personal Account, the lost right to receive the Affiliate Reward for previously attracted Users is not restored.
Suppose, during a calendar month, the Partner attracted less than 10 New Users. In that case, the amount of the Affiliate Reward is reduced to the minimum level - 10%, regardless of the Partner's previously set personal Tariff.
If within 3 calendar months, the Partner has attracted less than 10 New Users, then the accrual and payment of the Affiliate Reward are suspended.
If within 6 calendar months the Partner has not attracted a single New User, then the accrual of the Affiliate Reward is terminated, and the Partner's Personal Account is suspended. The Partner loses the right to receive the Affiliate Reward for previously attracted Users and the right to the reward received during the last 6 months. The amount of the Affiliate Reward received in the previous 6 months is subject to debiting by FSS from the Partner's Personal Account. In case of insufficiency, it is subject to compensation by the Partner within 10 days after the expiration of the specified 6 months.
The restoration of the suspended Personal Account is carried out in the same manner as the procedure for registering a new Partner in the Affiliate Program.
5.11. FSS does not pay the Affiliate Reward if:
- The Partner's Personal Account has been suspended or terminated due to fraudulent activities, including a large number of chargebacks (the sufficiency of signs of fraudulent activities is determined by FSS independently);
- The Partner's Personal Account has been suspended following clause 5.10;
- The Partner specified outdated or incorrect details.
5.12. Peculiarities of accounting and payment of Affiliate remuneration calculated at the CPA (Cost Per Action) rate:
5.12.1 According to the established Tariffs for the Partner, the Partner's remuneration can be calculated based on the quantity and quality of actions performed by new Users attracted by the Partner.
Affiliate remuneration is accrued in a fixed amount for each action performed by the User referred by the Partner, which is specified in the Tariff. The amount of fixed remuneration and a description of the actions for which it is charged are settled in the Partner's Tariff.
5.12.2. Based on the data received from the site/sites specified in clause 1.1., FSS monitors and logs all actions performed by Users attracted by the Partner and provides the Partner with information about this, as well as calculates remuneration.
The authorized persons of the site/sites specified in Сlause 1.1. make the final decision on whether the necessary action of the User attracted by the Partner has taken place or not.
In this regard, the accrual of the Affiliate remuneration at the CPA rate is made with a delay equal to the time required for the site/sites specified in clause 1.1 to check the validity and legality of the actions of the Users attracted by the Partner.
5.12.3. To accrue the Partner's commission at the CPA rate, it is necessary that the Users attracted by the Partner show the minimum sufficient activity, determined by the risk analysis department of the site/sites specified in Сlause 1.1.
If the primary indicators of the minimum sufficient activity are reached, the User is checked for the absence of fraudulent actions specified in Сlause 5.12.4. and Сlause 5.12.5.
If the check for the absence of fraudulent activities was satisfactory, the subsequent behavior of the User is checked to preserve the activity and nature of the User's behavior. The term for the verification is 2 (two) weeks.
If the User activity checks were satisfactory, the Partner is credited with the Partner's reward for the actions performed by the specified User.
If the User does not maintain the minimum sufficient activity within two weeks, then the verification period is extended by 1 (one) week. If necessary, this period can be extended for another 1 (one) week, but not more than 1 (one) month from the start of the initial check for the User activity.
If, according to the results of the check, the User has not reached the minimum sufficient degree of activity, then the payment of the Affiliate remuneration for the actions performed by him is not made, and the actions of the User are not taken into account when calculating the Affiliate remuneration.
5.12.4 To prevent the commission of fraudulent actions and exclude the possibility of receiving unreasonable Affiliate remuneration, the actions of Users attracted by the Partner, committed in the following situations, will not be taken into account under any circumstances:
- The User purchases the same service several times within one trading session (one authorization on the site) or one calendar day;
- The Users perform the same actions within a short period (for example, they enter the site, purchase goods/services, and exit the site within 1-10 minutes);
- The Users use the same type of means of payment (for example, only Visa credit/debit cards);
- The Users use the same means of payment (the same bank card or wallet);
- The User re-registers on the site or creates duplicate accounts;
- The User has logged into the site less than three times in the last 30 days;
- Initiated by the User, as well as by another person, a claim has been made for the return of a payment made by the User;
- The User imitates the completion of a transaction/transactions, as well as other significant actions by entering deliberately incorrect, non-existent, or third-party data without the knowledge of their owner when ordering services in any way;
- User actions are carried out automatically using scripts, bots, and other means.
5.12.5. If the actions of the Users attracted by the Partner reveal other signs of dishonest behavior, as well as signs of behavior that contradicts the established customs of conducting commercial or consumer activities, the Partner's remuneration is not accrued until the Partner provides documentary evidence of the good faith and legality of the actions of the Users attracted by him.
5.12.6. In case of reasonable doubt, FSS reserves the right to request data on the source of traffic and access to the Partner's statistics while limiting the Partner's participation in this Affiliate Program. In this case, the Partner must provide the required data within 30 days. Otherwise, FSS reserves the right to terminate the Partner's participation in the Partner Program.
5.13. Peculiarities of accounting and payment of Affiliate remuneration calculated at the Net Income rate:
5.13.1. According to the Tariffs set for the Partner, the calculation of the Partner's remuneration can be based on the Net income received as a result of actions performed by Users attracted by the Partner during the Settlement Period.
5.13.2. Accrual of the Partner's remuneration at the rate of Net Income is made by multiplying the amount of Net Income received as a result of actions performed by the Users attracted by the Partner during the Settlement Period by the Partner's interest rate.
The Partner's interest rate and the duration of the Settlement Period are set in the Partner's Tariff.
5.13.3.The amount of Net Income is determined as follows: the amount of expenses incurred by the User, attracted by the Partner, during the Settlement Period for the purchase of services on the site/sites specified in clause 1.1., reduced by the amount of payments made to the User, the amount of bonuses accrued to the User, as well as amount of taxes paid/withheld.
To calculate the amount of Net Income, only the actual expenses of the User are accepted, that is, those incurred at the expense of funds deposited by the User to his Personal Account on the site/sites specified in clause 1.1., or paid on the site using the means of payment supported by the site. The purchase of services on the site/sites specified in clause 1.1., at the expense of payments made to the User, bonuses accrued to the User, as well as any other marketing and other charges to the User that are not related to the payment by the User of real money, is not taken into account.
5.13.4. Based on the data received from the site/sites specified in clause 1.1., FSS monitors and records all expenses incurred by the Users attracted by the Partner and payments received by the Users and accrued taxes, after which it provides the Partner with information about this, and also calculates remuneration.
If the User attracted by the Partner purchased the service on the site/sites specified in clause 1.1., but its provision has not been fully completed, in particular, the amount to be paid to the User has not been determined, and the amount of paid or withheld taxes, then the accrual of the Affiliate remuneration is not made until the completion of all necessary actions by the authorized persons of the site/sites specified in clause 1.1.
5.14. If, after the payment of the Affiliate Remuneration, it turns out that the Affiliate was not entitled to such remuneration, including due to a violation of these Terms, the Affiliate undertakes to return such remuneration at the first request of FSS immediately. Refundable remuneration may be set off against any subsequent remuneration to which the Partner may become entitled. The amount of this remuneration may also be deducted from the Partner's current balance.
6. Intellectual Property Rights
6.1 Each party retains all rights to its own Intellectual Property Rights.
6.2. FSS, its affiliates, and licensees own all intellectual property rights, including but not limited to patents, trademarks, service marks, registered designs, and copyrights, contained in any and all Marketing Materials and websites. Nothing in this Agreement constitutes a license, assignment, transfer, or other rights to any Intellectual Property Rights.
6.3. Any use of any trademark, insignia, domain name, or trade name owned by FSS, as well as located on the website(s) specified in clause 1.1., including confusingly similar to them or consisting of them (except as provided in terms of this Agreement) without the prior written permission of FSS, is unauthorized and may further constitute Fraudulent Traffic.
6.4. FSS grants the Partner a non-exclusive, revocable, royalty-free license to use the Marketing Materials during the term of the Agreement solely to provide the Affiliate Services. Except as provided in these Terms, the Partner is not permitted to copy or modify Marketing Materials.
6.5. All Marketing Materials are and shall remain the exclusive property of FSS and shall remain so, notwithstanding their use by the Partner.
6.6. The Partner agrees that he will not abuse the use of any keywords or search terms used by Internet search engines if the keyword or search term can be confused with any trademark, slogan, or other intellectual property used on the website(s) referred to in clause 1.1.
6.7. The Partner undertakes not to register any domain names that resemble the site/sites specified in Clause 1.1. or any other domain name belonging to it/them.
6.8. The Partner shall not create its own cashback, bonus, retargeting or similar programs and shall not combine FSS promotions with third-party offers or link them to third-party offers.
7. Liability and Reimbursement
7.1 The Partner shall indemnify FSS for all costs, expenses, and damages (direct or indirect), including any interest, penalties, legal and other professional fees and expenses, in full, awarded, incurred, or paid by FSS as a result of or in connection with:
- any claims brought against FSS or the Partner by a third party arising out of the provision of the Affiliate Services, to the extent that such claims arise from the breach or negligence of the Affiliate Services;
- any claim brought by FSS for actual or alleged infringement of a third party's Intellectual Property Rights arising out of or in connection with the Affiliate Services;
- any action taken by regulatory and supervisory authorities as a result of any action or inaction of the Partner.
Termination of the Partnership does not terminate this clause. The term of this clause is indefinite.
7.2. Under no circumstances will FSS be liable to the Partner for loss of profits, loss of business, loss of data, loss of reputation, any indirect or consequential damages, whether caused by tort (including negligence), breach of the Agreement, or otherwise, even if it could have been foreseen.
7.3. FSS shall not be liable to the Partner for any losses of the Partner resulting from the unavailability, lack of functionality, or inability to use the site/sites specified in clause 1.1.
FSS makes no warranties (whether express or implied by law, statute, or otherwise) concerning the affiliate program, the site/sites referred to in clause 1.1., or any content, products, or services available on it/them or related to it/them, that the system, network, software or equipment will operate error-free or uninterrupted.
7.4. FSS may, in its sole discretion, use any means available to block or restrict certain Users, deposits, or play patterns, or reject applications from potential Users and/or Partners to reduce fraudulent, unprofitable transactions or for any other reason.
7.5. FSS's obligations under these Terms are not personal obligations of the owners, directors, officers, agents, employees, sellers, or providers of the Site (s) referred to in clause 1.1.
7.6. The Partner acknowledges and agrees that it is solely responsible for any losses, penalties, or liabilities arising from the requirements of the FSS, Users, persons providing services through the site/sites specified in clause 1.1., any third party, or any regulatory or government body resulting from the actions or inaction of the Partner. Suppose FSS has any liability arising from these Terms and the Partnership. In that case, whether in contract, tort (including negligence) for breach of statutory duty, or in any other way, FSS's liability will only be to indemnify the direct damages arising from FSS's violation of their Terms. It shall not exceed the income received and paid or payable under these Terms for the previous three (3) months at the event giving rise to the obligation. However, nothing in this Agreement shall exclude or limit either party's liability for death or personal injury resulting from that party's negligence or fraud.
7.7. The Partner shall defend, indemnify and hold harmless FSS and the officers, directors, employees, and representatives of FSS, and the site/sites referred to in clause 1.1., upon request from any and all claims, demands, liabilities, losses, costs, and expenses (including reasonable legal costs) arising from the actions or inaction of the Partner.
7.8. Without prejudice to any other rights or remedies available to FSS under these Terms, FSS has the right to set off any payments that would be due to the Partner under these Terms against any liability of the Partner, including any claims that the Partner has as a result of the provision of Affiliate Services.
8. Validity and termination of relations with the Partner
8.1. Either party may terminate the Partnership at any time and without cause by giving written notice to the other party within five calendar days.
The Partner may immediately terminate the provision of Affiliate Services without waiting for the expiration of 5 days, subject to the requirements of clause 8.2.
8.2. Upon termination of the Affiliate Relations for any reason, the rights to use the Marketing Materials shall immediately cease by the Partner, and the Partner shall immediately cease providing Affiliate Services and must:
● remove all Marketing Materials and any links from his website and any other links to the site/sites referred to in clause 1.1.;
● destroy any electronically stored information provided to the Partner (including any Marketing Materials);
● return any hard copies of the materials provided to him by FSS or destroy any hard copies of the materials.
8.3. From the date of termination of the Affiliate Relationship, FSS has no further obligation to pay any Commission to the Partner, except for the Commission accrued before the termination date.
The last payment to the Partner by FSS may be (if there are reasonable grounds) delayed for up to 6 months. After this period, all remaining funds will be paid in full after the relevant offsets and deductions have been made.
9. Other conditions
9.1. Subject to these Terms, there is no relationship of exclusivity, partnership, joint venture, employment, agency, or franchise between FSS and Partner. Except as expressly provided in these conditions, neither party can bind the other party to obligations (including making any representations or warranties, assuming any obligations or responsibilities, and/or exercising any rights or powers).
9.2. FSS at any time (directly or indirectly) has the right to enter into other Partnerships on these and other conditions, which may be similar and possibly competitive to the Partner.
9.3. FSS may at any time assign, transfer, charge, subcontract, delegate, hold in trust, or otherwise dispose of all or any of its rights under these terms and the Affiliate Relationship, and may also subcontract or delegate by any means any or all of its obligations to any third party or agent.
The assignment of the rights and obligations of the Partner and the involvement of third parties in providing the Affiliate Services is possible only with the written consent of FSS.
9.4. If a court or any other competent authority determines that any provision (or part of any provision) of these Terms is invalid, illegal, or unenforceable, that provision or part of the provision, to the extent required, shall be deemed to be deleted and the validity and enforceability of the other provisions shall not be affected.
9.5. The Affiliate Partnership, the provisions of these Terms, and any dispute or claim arising out of or in connection with these terms and conditions shall be governed by and construed following the laws of Malta.
Each party irrevocably agrees that the courts of Malta shall have exclusive jurisdiction to resolve any disputes or claims (including non-contractual disputes or claims) arising out of these Terms or in connection with these Terms and the related partnerships. The parties waive any objection to proceedings in the courts of Malta, based on the venue or the ground that the proceedings were initiated in an inconvenient court.
9.6. As part of the Partnership, the Partner may receive confidential information from FSS, including confidential information about marketing plans, marketing concepts, structures, and payments. This information is confidential for the Parties and constitutes a trade secret. Accordingly, the Partner shall not disclose this information to third parties or use such information except to execute the Affiliate Partnership without the prior written consent of FSS.
9.7. The Partner does not have the right to publish any press releases or other public messages containing information about the Partnership, any intellectual property rights of FSS, as well as about the site/sites specified in Clause 1.1. without prior written consent.
9.8. Neither party shall be liable to the other as a result of any delay or default in its obligations if such delay or default is caused by an event or circumstance which is beyond the reasonable control of that party and which by its nature could not have been foreseen by such party, and if they could be foreseen, they were inevitable.
9.9 All notices relating to these Terms will be sent by email as follows:
- for the Partner, to the e-mail address specified in the partner registration form (or subsequently updated in the Personal Account),
- for the FSS, to the e-mail address [email protected].
Any notice sent by email will be deemed received on the day the delivery is confirmed or within 24 hours of being sent, whichever occurs first.
Release date: September 15th, 2022.