VERSION 1. EFFECTIVE FROM 09.07.2021 AND LAST UPDATED 01.03.2022
This is an agreement ("The Affiliate Agreement") between you ("you" or "Affiliate") and StayPartners Affiliate ("Company", "us", "we" or "Affiliate Program") website operated by Stay Group LLC a company with a registered address at Sharjah Media City, Sharjah, UAE 2217580 . Hollycorn N.V. accomplishes payment services on behalf of StayPartners.
By registering for the Affiliate Program, and by accessing and using any of our marketing tools or accepting any reward, bonus or Commission, whether contained in the Affiliate Agreement or elsewhere as a part of our Affiliate Program, you will be deemed to have read, understood and agreed to the Affiliate Agreement.
We may periodically make modifications to this Agreement. While we will do our best to notify you of such changes, we recommend that you revisit this page regularly. Your continued use of the Affiliate Program will constitute your consent to the updated Agreement.
1.1 "Affiliate" means you, the person or entity, who applies to participate in the Affiliate Program.
1.2 "Affiliate Account" means the Affiliate makes the Affiliate account set up after an Affiliate Application to participate in the Affiliate Program and approved by the Company.
1.3 "Affiliate Agreement" means (i) all the terms and conditions set out in this document, (ii) the terms and conditions of the Commission Structures applicable to the different products and brands, and (iii) any other rules or guidelines of the Company and/or Websites made known to the Affiliate from time to time.
1.4 "Affiliate Application" means the application made by the Affiliate to participate in the Affiliate Program.
1.5 "Affiliate Links" means internet hyperlinks used by the Affiliate to link from the Affiliate Website(s) or any other third party website to Company Websites.
1.6 "Affiliate Program" means collaboration between the Company and the Affiliate whereby the Affiliate promotes the Company's websites and creates Affiliate Links from the Affiliate Website(s) to Company's websites. For such services, the Affiliate is paid a commission depending on the generated traffic to the Company's websites, subject to terms within this Affiliate Agreement and the applicable product-specific Commission Structure.
1.7 "Affiliate Wallet" means an online wallet in the name of the Affiliate into which Company pays the Commission and any other payments due to the Affiliate, which the Affiliate can withdraw following the Affiliate Agreement;
1.8 "Affiliate Website" means any website maintained, operated, or otherwise controlled by the Affiliate.
1.9 "Company" shall mean Stay Group LLC and any other company within our group, including our parent companies, their parent companies, and all of the subsidiaries of these respective companies.
1.10 "Company Websites" means the website www.staycasino.com or other such websites (including mirror websites) as may be added to this Affiliate Program from time to time, operated by Hollycorn N.V.
1.11 "Commission" means the percentage of the Net Gaming Revenue, or, where applicable, a fixed amount for a New Customer (CPA structure) as set out in the Commission Structures.
1.12 "Commission Structures" means any specific reward structures expressly agreed upon between Company and the Affiliate.
1.13 "Confidential Information" means any information of commercial or essential value relating to Company such as, but not limited to, financial reports, trade secrets, know-how, prices and custom quotes, business information, products, strategies, databases, technology, information about New Customers, other customers and users of Company Websites, marketing plans and manners of operation.
1.14 "Intellectual Property Rights" means any copyrights, trademarks, service marks, domain names, brands, business names, and registrations of the aforesaid and/or any other similar rights of this nature.
1.15 "Net Gaming Revenue" or "NGR" means all monies received by Company from New Customers as placed bets, less (a) winnings gs returned to New Customers, (b) issued bonuses, (c) net balance corrections, (d) administration fees, (e) fraud costs and chargebacks costs. To avoid doubt, all Net Gaming Revenue amounts mentioned above are only related to New Customers referred to Company Websites by the Affiliate Website(s).
1.16 “No Negative Carry-Overs”. The Fees calculation where Net Gaming Revenue is negative will be set to zero. However, a negative balance due to Highroller Policy will be carried over where appropriate.
1.17 "New Customer" means a new, first-time customer of the Company who made a first deposit amounting to at least the applicable minimum deposit at Company Websites' player account, in accordance with the applicable terms and conditions of Company Websites. This excludes the Affiliate, its employees, relatives, and friends.
1.18 "Parties" means Company and the Affiliate (each a "Party").
1.19 "Personal Data" means any information relating to any person, whether individual or legal, that is or may be identified, directly or indirectly.
1.20. Default commission structure means a simple commission rate, which is applied in cases, specified in this T&C.
2.1 Registering as Affiliate To become a member of our Affiliate Program, you must accept these terms and conditions by ticking the respective box while submitting the Affiliate Application. The Affiliate Application will form an integral part of the Affiliate Agreement. At our sole discretion, we will 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 whether or not your Affiliate Application has been successful. You will provide any documentation required by the Company to verify the Affiliate Application and to verify the Affiliate Account information at any time during the term of the Affiliate Agreement. This documentation may include but is not limited to: bank statements, individual or corporate identity papers, and proof of address. It is your sole obligation to ensure that any information you provide us with when registering with the Affiliate Program is correct and that such information is kept up-to-date at all times.
2.2 Affiliate login details It is your sole obligation and responsibility to ensure that login details for your Affiliate Account are kept confidential and secure at all times. Any unauthorized use of your Affiliate Account resulting from your failure to adequately guard your login information shall be your sole responsibility, and you remain solely responsible and liable for all such activity occurring under your Affiliate Account user ID and password (whether you undertook such activity or not). It is your obligation to inform us immediately if you suspect illegal or unauthorized use of your Affiliate Account.
2.3 Affiliate Program participation The Affiliate Program is intended for your direct involvement. Opening an Affiliate Account for a third party, brokering or transferring an Affiliate Account is not accepted. Affiliates wishing to transfer an account to another beneficial owner must contact us and request permission. Besides, you shall not open more than one Affiliate Account without our prior written consent. By agreeing to participate in the Affiliate Program, you agree to use your best efforts to advertise actively, market and promote the Company Websites in accordance with the Affiliate Agreement and Company's instructions from time to time. You will ensure that all activities taken by you under the Affiliate Agreement will be in Company's best interest and will in no way harm the Company's reputation or goodwill. You may link to the Company Website's using the Affiliate Links or other such materials as we may from time to time approve. This is the only method by which you may advertise on our behalf.
2.4 Affiliate Website You will be solely responsible for the development, operation and maintenance of the Affiliate Website and for all materials that appear on the Affiliate Website. You shall at all times ensure that the Affiliate Website is compliant with all applicable laws, including General Data Protection Regulation (GDPR), and functions as a professional website. You will not present the Affiliate Website in such a way so that it may confuse with the Company Websites or so that it may give the impression that it is owned or operated by Company. The Affiliate Website will not contain any defamatory, libelous, discriminatory, or otherwise unsuitable content (including, but not limited to, violent, obscene, derogatory, or pornographic materials or content which would be unlawful in the target country).
2.5 Valid traffic and good faith. You will not generate traffic to Company Websites by registering as a New Customer, whether directly or indirectly (for example, by using associates, family members, or other third parties). Such behavior shall be deemed as fraud. You will also not attempt to benefit from traffic not generated in good faith. If you have any reasonable suspicion that any New Customer referred by you is in any way associated with bonus abuse, money laundering, fraud, or other abuse of remote gaming websites, you will immediately notify us of this. You hereby recognize that any New Customer found to be a bonus abuser, money launderer, or fraudster or who assists in any form of affiliate fraud (whether notified by you or later discovered by us) does not count as a valid New Customer under the Affiliate Agreement, and thereby no Commission shall be payable in relation to such New Customers.
2.6 Unsuitable websites .You will not use any Affiliate Links or otherwise place any digital advertisements whatsoever featuring our Intellectual Property on any unsuitable websites (whether owned by a third party or otherwise). Unsuitable websites include, but are not limited to, websites that are aimed at children, display illegal pornography or other illegal sexual acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, promote illegal activities or in any way violate the intellectual property rights of any third party or of the Company, or breach any relevant advertising regulations or codes of practice in any territory where such Affiliate Links or digital advertisements may be featured.
2.7 Affiliate Links The Affiliate Links shall be displayed at least as prominently as any other sales link on the Affiliate Website. You will only use Affiliate Links provided by the Company within the scope of the Affiliate Program. Masking your Affiliate Links (for example, hiding the source of the traffic sent to the Company's Websites) is also prohibited.
2.8 Email and SMS marketing If sending any emails or SMS communications to individuals (i) include any of Company's Intellectual Property Rights; or (ii) otherwise intend to promote Company Websites, you must first obtain our permission to send such emails. If such permission is granted by the Company, you must then ensure you have each and every recipient's explicit consent to receive marketing communications in the form of communication to be sent (i.e. by SMS or email) and that such individuals have not opted out of receiving such communication. You must also make it clear to the recipient that all marketing communications are sent from you and are not from our Company.
2.9 Use of Company Intellectual Property Rights Any use of the Company's Intellectual Property Rights must be in accordance with any brand guidelines issued to you from time to time and are always subject to the approval required in the clause below. You will not register domain names, as well as search terms or other identifiers for use in any search engine, portal, app store, sponsored advertising service, or another referral service which are identical to any of the Company's trademarks or otherwise include the Company trademarks.
2.10 Approved creative You will not use any advertising layout or creative (including banners, images, logos) incorporating our Intellectual Property Rights unless the advertising layout or creative was provided to you by the Company or (if advertising layouts are created by you) without the advance written approval of Company. You will not modify the appearance of any advertising that has been provided to you or for which approval was granted. It is your responsibility to seek approval from Company in time for the launch of any advertising campaign or creative, to ensure you have written approval from the Company in relation to advertising, and to be able to evidence such approval upon request.
2.11 Loyalty Programs You will not offer any cash-back / value-back or similar programs, other than such programs as are offered on the Company Websites.
2.12 Responsible Gaming The Company has an ongoing commitment to responsible gaming and the prevention of gambling addiction. You agree to actively cooperate with the Company to convey a responsible gaming message. Specifically, you will not use any material or in any way target persons who are under 18 or the legal gambling age in their jurisdiction.
2.13 Illegal activity You will not target any territory or jurisdictions where gambling is illegal. You will act within the relevant and/or applicable law at all times and you will not perform any act which is illegal in relation to the Affiliate Program or otherwise. The Affiliate acknowledges that promoting on Swedish market resources and using the Swedish language is subject to legal restrictions in Sweden. Such actions will be considered as a breach of general terms & conditions and will lead to immediate account closure if disclosed. The Affiliate acknowledges that promoting on Netherlands market resources and using the Dutch language is subject to legal restrictions in the Netherlands. Such actions will be considered as a breach of general terms & conditions and will lead to immediate account closure if disclosed.
2.14 Data Protection and Cookies You shall at all times comply with the General Data Protection Regulation (GDPR) and any existing or new data protection acts, regulations, or laws applicable to your territory. This includes all relevant legislation and/or regulations relating to the use of 'cookies.
2.15 Cost and expense You shall be solely responsible for all risk, costs, and costs incurred by you in meeting your obligations under the Affiliate Agreement.
2.16 Company monitoring of Affiliate activity You will immediately give Company all such assistance as is required and provide us with all such information as is requested by Company to monitor your activity under the Affiliate Program.
2.17 Commissions paid incorrectly The Affiliate agrees to immediately upon request by Company, return all Commissions received based on New Customers referred to Company in breach of the Affiliate Agreement or relating to fraudulent or falsified transactions.
3.1. Right to direct New Customers We grant you the non-exclusive, non-assignable, right, during the term of this Affiliate Agreement, to direct New Customers to such Company Websites as we have agreed with you in strict accordance with the terms of the Affiliate Agreement. You shall have no claim to Commission or other compensation on business secured by persons or entities other than you.
3.2. Licence to use Company Intellectual Property Rights We grant to you a non-exclusive, non-transferable license, during the term of this Affiliate Agreement, to use the Company Intellectual Property Rights, which we may from time to time approve solely in connection with the display of the promotional materials on the Affiliate Website or in other such locations as may have been expressly approved (in writing) by Company. This license cannot be sub-licensed, assigned, or otherwise transferred by you.
3.3. Players' Personal Data For the purpose of the services delivered under this Agreement, it is understood that the Affiliate shall not have access to any Personal Data of the Company's customers.
CPA PLAN AND QUALIFYING CONDITIONS
4.1. CPA commission is to be discussed with each Affiliate separately, depending on the geography of traffic's origin and its performance.
4.2. We reserve the right to change the CPA Deal at any time without notice.
4.3. The standard minimum baseline is 20 Eur for a first deposit (the baseline), and it's subject to a personal Agreement with us which means the player must make a minimum first deposit of the exact amount.
4.4. All new players coming through the Affiliate Program according to the CPA plan and not taking active action on the project are put on hold. Types of dynamic actions on the project that should be made by new players are determined by us. The holding period can take up to 90 days from the date when CPA conditions were performed at the discretion of our security department.
4.5 Players have 30 days since the registration date to pass the baseline to trigger the CPA commission.
4.6. The Affiliate program is entitled not to pay CPA commission for the following players:
4.6.1. Players who tried to deceive any product of the group or showed fraudulent actions in regard to the products (including fraudsters, carders and other types of violators).
4.6.2. Players who made a single deposit and did not take any action within the project until the end of the hold.
4.6.3 Players that stayed not active during the hold period.
4.6.4 Deactivated players / self-excluded players/ multiple accounts .
4.6.5 If more than 30% of New Customers of your entire traffic volume made solely one deposit during the current month, then the whole traffic volume shall be considered as motivated. In this case, the Company has a right not to pay the Commission for such traffic.
4.7. Activity according to the CPA plan without payment of the Commission can be suspended under the following conditions:
4.7.1. Affiliate brings to the project traffic from countries that are on the restricted list (please discuss the geography of traffic with your affiliate manager).
4.7.2. Affiliate was found to participate in fraudulent activities, such as fraud, spam, depositing by Affiliate himself with the IP substitution or the use of anonymizers (for example VPN, Proxy, Freegate, Hola, TOR browser, etc.)
4.7.3. Big amount of self-excluded / deactivated players / multiple accounts.
4.7.4 IF affiliate using false advertisement tricks in order to bring traffic
4.7.5. Players making deposits with only bonus promotions without free cash deposits; The customer bonus ratio (deposits: bonuses) is more than 50%. 4.7.6. Players making deposits with only bonus promotions without free cash deposits.
4.8. If the limits for the traffic delivery were agreed with Affiliate (read — the number of the players brought) and Affiliate delivered more players, the StayPartners Affiliate program has the right to postpone payouts for such players to the next payment period or transfer players to Revenue Share plan.
4.9. Affiliates can be transferred to the general Revenue Share plan, in case of poor traffic quality which includes but is not limited to
● Players making deposits with only bonuses and promotions without free cash deposits; ● The customer bonus ratio (deposits : bonuses) is more than 50%. ● The total percentage of players that never re-deposit is more than 55% (data is collected for all cooperation periods) ● Motivated traffic.
4.10. Strictly forbidden:
• Target audiences under 21 years of age;
• 100% targeting of the advertiser's non-targeted GEOs - (no agreement); • 100% targeting of the non-paying audience, by categories of interest: earnings, work at home, fast money, and similar;
• Specify in the creatives the amount of the minimum deposit, use phrases that motivate people to make minimum deposits;
• Motivated traffic;
• Mislead (promises of something that doesn't exist);
4.10 Hold and limits:
• The on-hold period for new partners is 30 days;
• The on-hold period for checked partners may be reduced to 3-7 days after the test, in case of fraud traffic suspicion - the hold period may be prolonged to 90 days.
4.11 CPA/Hybrid models usually run with wagering requirements set at our discretion from the agreed CPA rate or CPA part in a Hybrid deal.
GENERAL TRAFFIC REQUIREMENTS
5.1 Partners, who brought less than 5 FTDs for a billing period, will be automatically transferred to the Default StayPartners commission.
5.2 In case of chargebacks, the partner will need to cover all CB costs the affiliate program will get. Even in case of late presentment.
5.3. We can change a commission rate to the Default commission structure of any Affiliate if within consecutive 2 months the quantity of new customers’ registrations from the Affiliate’s traffic is lower by more than 90% from the previous 2 months. In such case we can change a commission rate to the Default commission structure without any notification to you.
6.1. We shall use our best efforts to provide you with all materials and information required for the necessary implementation of the Affiliate Links.
6.2 At our sole discretion, we will register any New Customers directed to the Company Websites by you and we will track their transactions. We reserve the right to refuse New Customers (or to close their accounts) if necessary to comply with any requirements we may periodically establish.
6.3 We shall make available monitoring tools that enable you to monitor your Affiliate Account and the level of your Commission, and the payment thereof.
6.4 We shall use and process the following personal data of an Affiliate or any Affiliate employee, as follows: your username for logging in, your email address, name, date of birth, your country and address, telephone number and financial data for the purposes of ensuring a high level of security, fulfilling the AML legal requirements and for managing our business relationship.
6.5 Subject to your strict adherence to the Affiliate Agreement, we shall pay you the Commission in accordance with Clause 6.
COMPANY RIGHTS AND REMEDIES
In the case of your breach (or, where relevant, suspected breach) of this Agreement or your negligence in performance under the Affiliate Program, or failure to meet your obligations hereunder, the Company shall have the following remedies available:
a) the right to suspend your participation in the Affiliate Program for the period required to investigate any activities that may be in breach of the Affiliate Agreement. During such period of suspension, payment of Commissions will also be suspended;
b) the right to withhold any Commission or any other payment to the Affiliate arising from or relating to any specific campaign, traffic, content or activity conducted or created by the Affiliate which is in breach of the Affiliate's obligations under the Affiliate Agreement;
c) the right to withhold from the Commission monies which Company deems reasonable to cover any indemnity given by the Affiliate hereunder or to cover any liability of Company which arises as a result of the Affiliate's breach of the Affiliate Agreement;
d) immediately terminate the Affiliate Agreement;
e) the right to withhold monies held in the Affiliate Wallet if they are not withdrawn within 3 (three) months from the date of the termination of the Affiliate Agreement in accordance with clause 9.1.
Our rights and remedies detailed above shall not be mutually exclusive.
COMMISSION AND PAYMENT
7.1 Subject to your adherence to the provisions of the Affiliate Agreement, you will earn Commission in accordance with the Commission Structure. We retain the right to change the Commission percentage and method of calculation of the Commission in accordance with this clause.
7.2 Default commission structure is
0-15 FTDS - 20 %
16-35 FTDS - 25%
36-45 FTDS - 30%
46+ FTDS - 40%
7.3 The Commission is calculated by the Afilka system at the beginning of the month for the previous period and payments shall be made on a monthly basis in arrears, not later than the 10th of the following calendar month.
7.4 Bill generated by Afilka may be corrected as per StayPartners decision. If the bill is corrected, not later than the 10th partner will get a letter with detailed info describing corrections to the reason.
7.5 Partners should not make any payments to the 3rd party publishers because, in the case of a negative bill adjustment, the publisher's income will be less than the amount shown on the bill, and the Affiliate will be responsible for that.
7.6 If there is a negative bill adjustment, StayPartners, not later than the 10th, will send a document describing the reason for these adjustments, and in case of disagreement, the partner needs to fill out an appeal not later than in 14 days. If the appeal period expires, the amount that was negatively adjusted will be withheld.1
7.7 Payment of Commission will be made through our Affiliate Wallet. Due to existing regulations, Affiliates may be required for verification and "know your customer" documentation before a withdrawal can be accessed.
7.8 In order to withdraw your Affiliate earnings you can choose the following payment method: Neteller, Skrill, Banking Wire.CoinsPad. If you select a bank wire payment method, a minimum amount of 1000€ (one thousend euro) may be withdrawn from the Affiliate Wallet at one time. If you select - Skrill/Netteler 500 Eur .
7.9 Coins paid account withdrawal details – min withdrawal amount 500 eur with a 2,5% fee on this method.
7.9.1 Once you wish to withdraw through the Coins paid method with the acceptance of the 2,5% fee – notify your Affiliate Manager via email. Finance will then be notified – 2,5% fee will be deducted and you will now be able to withdraw successfully.
7.10 If an error is made in the calculation of the Commission, the Company has the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.
7.11 The Affiliate may, at the Company's sole discretion, be provided with the opportunity to restructure its commission structure.
7.12 The Affiliate's acceptance of a Commission payment shall constitute the full and final settlement of the balance due for the relevant period. In case the Affiliate disagrees with the balance due as reported, he or she shall notify the Company within fourteen (14) calendar days and clearly state reasons of the disagreement. Failure to notify the Company within this time limit shall be considered as an irrevocable acknowledgment of the balance due for the relevant period.
7.13 The Commission shall be deemed to be exclusive of value-added tax or any other applicable tax. The Affiliate shall have the sole responsibility to pay any and all taxes, levies, charges, and any other money payable or due to any tax authority, department, or other competent entity as a result of the compensation generated under the Affiliate Agreement.
7.14 In case the Affiliate has not requested withdrawal during 10 business days after bill has been approved and added to the balance, the Affiliate's withdrawal will be postponed to the next billing period.
7.15 The Company is able to pay Affiliate's earnings not more than for 2 subsequent months. If the Affiliate has not withdrawn Affiliate's earnings for a period of more than 2 months, the Company has right to pay Affiliate's earnings in installments according to a schedule, approved by the Company.
PAYMENT METHOD AND COMMISSION RATE
8.1. The following payment methods are available: Bank wire, Neteller, Skrill, The Company reserves the right to add, change and remove any payment method at its own discretion. Some of the payment methods may be not available in your region. In this respect, the Company reserves the right to make unavailable some of the payment methods for you.
8.2 Commission rate will be set up on a case-by-case basis by the Company. There are three types of Commission: CPA, Rev-share, Hybrid (CPA + Rev-share). You may find your commission rate and type of Commission in your Affiliate Account or request it via email.
8.3 If an affiliate has not withdrawn his affiliate earnings for more than 3 months, his next cashout request may be canceled and sent via installments.
8.4 All commissions are set up in Eur (€) and partners' income default currency is Euro (€) .
8.5 All payments under this T&C is made in EUR.
During the term of the Affiliate Agreement, you may from time to time be entrusted with confidential information relating to our business, operations, or underlying technology and/or the Affiliate Program (including, for example, the Commissions earned by you under the Affiliate Program). You agree to avoid disclosure or unauthorized use of any such confidential information to third persons or outside parties unless you have our prior written consent. You also agree that you will use the confidential information only for the purposes of the Affiliate Agreement. Your obligations in regards to this clause survive the termination of this Agreement.
In addition, you must not issue any press release or similar communication to the public with respect to your participation in the Affiliate Program without the prior written consent of the Company (with approval of the exact content to also be approved by the Company).
TERM AND TERMINATION
10.1. Term The term of the Affiliate Agreement will begin when you are approved as an Affiliate and will be continuous unless and until either Party notifies the other in writing that it wishes to terminate the Agreement. In this case, the Agreement will be terminated 30 days after such notice is given. For purposes of notification of termination, delivery via email is considered a written and immediate form of notification. For the avoidance of doubt, Company may also terminate (in accordance with Clause 5 above) upon immediate notice at any time for the Affiliates' failure to meet their obligations under the Agreement or otherwise for the Affiliate's negligence.
10.2. Affiliate actions upon termination Upon termination, you must immediately remove all of Company banners or creatives from the Affiliate Website and disable all Affiliate Links from the Affiliate Website to all Company Websites.
All rights and licenses given to you in the Affiliate Agreement shall immediately terminate.
You will return to Company any confidential information and all copies of it in your possession and control, and will cease all uses of all Company Intellectual Property Rights.
10.3 Commission Upon termination of the Affiliate Agreement for any reason, all Commission relating to any New Customers directed to Company during the term shall not be payable to the Affiliate as from the date of termination.
11.1 Disclaimer We make no express or implied warranties or representations with respect to the Affiliate Program about the Company or the Commission payment arrangements (including, without limitation, functionality, warranties of fitness, merchantability, legality or non-infringement). In addition, we make no representation that the operation of our sites will be uninterrupted or error-free and will not be liable for the consequences if there are any. In the event of a discrepancy between the reports offered in the Affiliate Account system and the Company database, the database shall be deemed accurate.
11.2 Indemnity and Limitation of Liability You shall indemnify and hold Company, our directors, employees, and representatives harmless from and against any and all liabilities, losses, damages, and costs, including legal fees, resulting from or in any way connected with (a) any breach by you of any provision of the Affiliate Agreement, (b) the performance of your duties and obligations under the Affiliate Agreement, (c) your negligence or (d) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of our creatives and links or this Affiliate Program. The Company shall not be held liable for any direct or indirect, special, or consequential damages (or any loss of revenue, profits, or data), any loss of goodwill or reputation arising in connection with the Affiliate Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages.
11.3 Non-Waiver Our failure to enforce your strict performance of any provision of the Affiliate Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of the Affiliate Agreement.
11.4 Relationship of Parties The Company and the Affiliate are independent contractors and nothing in the Affiliate Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this Affiliate Agreement.
11.5 Force Majeure Neither party shall be liable to the other for any delay or failure to perform its obligations under the Affiliate Agreement if such delay or failure arises from a cause beyond its reasonable control, including but not limited to labor disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or another casualty. If such event occurs, the non-performing Party is excused from whatever performance is prevented by the event to the extent prevented provided that if the force majeure event subsists for a period exceeding thirty (30) calendar days then either Party may terminate the Affiliate Agreement with immediate effect by providing a written notice.
11.6 Assignability You may not assign the Affiliate Agreement, by operation of law or otherwise, without our prior written consent.
11.7 Severability If any provision of the Affiliate Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of the Affiliate Agreement or any provision hereof.
11.8 English language The Affiliate Agreement was first drafted in English. Should there be any conflict or discrepancy between English and any other language, the English version shall prevail.
11.9 Modification of Terms & Conditions We may modify any of the terms and conditions contained in the Affiliate Agreement or replace it at any time and at our sole discretion by posting a change notice or a new agreement on our site. Modifications may include, for example, changes in the scope of available Commissions and Affiliate Program rules. If any modification is unacceptable to you, your need to terminate the Affiliate Agreement. Your continued participation in our Affiliate Program following our posting of a change notice or new Agreement will constitute binding acceptance of the modification or of the new Agreement.
11.10 Applicable law This Affiliate Agreement has been entered into in and shall be governed by and construed only in accordance with the law of the United Arab Emirates.
11.11. Our company does not support and assist any kind of terrorism and wars. Company may decline your application without any reasons, if you, registered address of your company, director(-s), shareholder(-s) or UBO(-s) of your company are from Russian Federation, Crimea, Luhansk and Donetsk districts, or you, director(-s), shareholder(-s) or UBO(-s) of your company have any direct or indirect connection with Russian Federation, Crimea, Luhansk and Donetsk districts.
11.11.1. Company may terminate any IOs and\or agreements with Affiliates in any time and without any reasons and prior notifications, and without any fines and penalties from the side of Affiliates, if such Affiliates, registered addresses of Affiliates, director(-s), shareholder(-s) or UBO(-s) of Affiliates are from Russian Federation, Crimea, Luhansk and Donetsk districts, or Affiliates, director(-s), shareholder(-s) or UBO(-s) of Affiliates have any direct or indirect connections with Russian Federation, Crimea, Luhansk and Donetsk districts. In such cases the Company will not pay any fee or commission to Affiliates, with which IOs and\or agreements were terminated due to the reasons, specified in this article.
The Affiliate's acceptance of a Commission payment shall constitute the full and final settlement of the balance due for the relevant period. If the Affiliate disagrees with the balance due as reported, he or she shall notify the Company within fourteen (14) calendar days and state reasons for the disagreement. Failure to notify the Company within this time limit shall be considered as an irrevocable acknowledgment of the balance due for the relevant period.