PARTIES | Affiliate | Company |
INFORMATION | The legal and/or natural person who The Company reserves the right to approve or reject ANY Affiliate application at its sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Application.
| MASTERFUNDERS LTD, a company with registration number HE459575 and having its business office address Anexartisias 187, 3040, Limassol Cyprus marketing@masterfunders.com
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1.1 Commission | REVENUE SHARE |
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APPENDIX B |
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1.2 Payment Terms | Commission is paid once a month within 10 business days after the 5th of each month. No amendment and/or increase of the Total Budget shall be effective unless it is executed by an instrument in writing signed by the parties. | |
1.3 Tracking Tool | The Company’s tracking tool | |
1.4 Term | The term of this Agreement begins upon your acceptance in the Affiliate Program and terminates with the Affiliate account’s termination. | |
Countries and Commission can be changed via email confirmation by both parties. | ||
THESE TERMS AND CONDITIONS (T&C) GOVERN THE RELATIONSHIP BETWEEN THE AFFILIATE AND THE COMPANY IN RELATION TO THE AFFILIATE MARKETING SERVICES THE AFFILIATE WILL PROVIDE TO THE COMPANY.
BY EXECUTING AN INSERTION ORDER THE AFFILIATE AGREES TO THESE T&C WITH EFFECT AS OF THE DATE STATED ON THE INSERTION ORDER.
Unless otherwise expressly provided in the AGREEMENT and/or as reasonably expected for terms to be defined within the context of online marketing, the terms used in the Agreement shall have the meanings given to them in Appendix A to these T&C.
2.1 The Affiliate and the Company shall mutually agree that With effect from the date stated on the Insertion Order, the Company appoints the Affiliate to make introductions of such person to the Company and offer such marketing agency services to the Company upon the terms of an Insertion Order which shall confirm the details of the advertising marketing Services and Campaign, which details may include among others: the type and quantity of ad placements, the Campaign Type the rate price per ad placement, the maximum budget allotted to the Campaign and the campaign dates and which shall incorporate by reference these Terms of Service.
2.2 In consideration for the Introductions and the provision of the Services and the Company shall pay to the Affiliate the Commission and the Payout Amount.
3.1. The Affiliate shall be responsible for the following:
3.1.1. Provide true and accurate data.
3.1.2. Provide exclusively true, accurate, clear, and up-to-date information on his/her/it websites and in marketing advertisements/publications and other sources.
3.1.3. Not register and/or use a domain name that contains the Company’s brand name
(including any derivatives and misspellings) or could mislead clients into believing
that their website is the official Company website unless explicitly authorized by the Company.
3.1.4. Clearly identify his website/blog for the visitor as an unofficial website of the Company. This is to be clearly indicated on the first screen of the home page in a font that is not smaller than the main font of the page.
3.1.5. Use only the promotional materials provided in the personal account of the affiliate program for marketing purposes; regularly update them or replace them with upto-date ones upon request of representatives of the affiliate program.
3.1.6. Not give guarantees or make promises on behalf of the Company.
3.1.7. In case of comparison with another service to use only true information and indicate reliable sources.
3.1.8. In case of demonstration of the behavior of one of the assets and trading with it, indicate the precise time of such behavior and clearly define that the information belongs to the past and may not bring the same results in present or future.
3.1.9. In case of using any information for forecasting future behavior of financial instruments base exclusively on verified information and warn users about the fact that such forecasts are not a reliable indicator and not a guarantee of profit.
3.1.10. Free the Company of responsibility and/or sanctions applicable to the Company in relation to the failure of the Affiliate to fulfill his tax obligations.
3.1.11. Use the Marketing Material for the Campaigns in compliance with the Marketing Guidelines.
4.1. The Affiliate application and/or account may be suspended or terminated for any of the following reason:
4.1.1. The Affiliate inappropriate advertisements (false claims, misleading hyperlinks, etc.).
4.1.2. Spamming (mass email, mass newsgroup posting, etc.).
4.1.3. Advertising on sites containing or promoting illegal activities.
4.1.4. Failure to disclose the affiliate relationship for any promotion that qualifies as an endorsement under existing guidelines and regulations, or any applicable state laws.
4.1.5. Violation of intellectual property rights. The Company reserves the right to require license agreements from those who employ trademarks of the Company order to protect our intellectual property rights.
4.1.6. Offering rebates, coupons, or other form of promised kick-backs from your affiliate commission as an incentive.
4.1.7. Self-referrals, fraudulent transactions, suspected Affiliate fraud.
4.1.8. The Affiliate uses Pay-Per-Click (PPC) advertising or keyword bidding on “MasterFunders” or any variations of the brand name, specifically using the affiliate link in Google and any other search engines or social media.
4.2.The Affiliate shall not engage to promotional, advertising and marketing activities and/or use the Marketing Material, which are not compliant with the Marketing Guidelines. The Affiliate shall use the Marketing Material and/or any other information in a lawful manner and in strict compliance to the Marketing Guidelines and the instructions of the Company.
5.1. The Payout Amount shall be calculated in accordance with the Commission, Conversion points and any other relevant details as well as the results of the Tracking Tool to be produced in accordance with this Section.
5.2. For tracking, reporting and billing purposes, all Conversions or any other relevant actions under any Campaign shall be calculated on the basis of the records and data produced by the Company’s tracking tool, as may be changed from time to time (Tracking Tool), unless explicitly agreed otherwise in the Insertion Order.
5.3. At any time, the Affiliate can access the Tracking Tool using his credentials and find any relevant data, reports and other promotional material which can be used to optimize the Campaign(s).0
5.4. The Affiliate shall issue and deliver an invoice to the Company for the amount of Payout Amount calculated on the basis of the results of the monthly Report and the Company shall settle such Payout Amount within 30 days from the date of receipt of the Invoice. Any adjustment in the Payout Amount and Commissions due shall be addressed in the subsequent payment due.
5.5. Subject to this, the Affiliate shall have the right and to dispute and challenge the such Report.
5.6. In the event of any discrepancy between the Report and any report of the Affiliate:
5.7. All Payout Amounts/Fees shall be paid in USD or in EUR as will be agreed by the parties from time to time.
5.8. Any Payout Amount due to the Affiliate will be made within fifteen (15) days from the date that the Company has received the invoice by email and to the account indicated by the Affiliate to the Affiliate in the Insertion Order or the invoice.
5.9. All sums payable under this Agreement are exclusive of VAT and if VAT is chargeable it shall be paid in addition.
5.10. The Affiliate acknowledges and accepts that the Company shall treat as accurate and true and shall fully rely on the payment details. Payments made by the Company to the Affiliate by way of any payment method and based on the Payment Details shall constitute full and unequivocal satisfaction of the obligations of the Company in terms of payment of any Affiliate commission/payouts.
5.11. Affiliate acknowledges, represents and warrants to the Company that all payment details made available from time to time, to the Company shall be accurate, correct and up-to-date and that it shall exclusively bear the responsibility to inform the Company in case of any changes that would affect any payments due hereunder.
6.1. EACH PARTY REPRESENTS, UNDERTAKES AND WARRANTS TO THE OTHER THAT:
(1) it has all requisite authorities to enter into the Agreement and to be fully bound hereby and all necessary action has been taken by it in connection hereon, (2) if the Affiliate is a company or a legal entity, it is duly organized, validly existing and is in good standing under the laws of its jurisdiction of registration, (3) in the event that the Affiliate is a natural person, it is of legal age and capable to contract in accordance to applicable laws and is not a Restricted Person, (4) it has obtained all applicable approvals, authorizations, qualifications and/or certificates under any applicable regulatory requirements it is subject to in order to offer the Services, (5) it has successfully obtained all authorizations and completed all registrations, qualifications and/or requirements of all jurisdictions and regulatory bodies to the extent that such authorisations, registrations, qualifications and/or other requirements are applicable to it and shall maintain them as such and be in strict compliance thereof during the term of the Agreement, (6) there are no actions or proceedings pending against the Affiliate or any of its officers or directors (if applicable), before any Court, administrative agency and/or other tribunal, (7) no director, officer, key employee or members of the Affiliate’s senior management has a criminal record or criminal prosecution and/or any investigation pending, and (8) it shall implement all necessary measures and take all necessary steps in order to ensure that all information, disclosed by one party to the other, remain confidential at all times.
6.2.THE AFFILIATE REPRESENTS, UNDERTAKES AND WARRANTS TO THE COMPANY
THAT: (1) that any Company KYC documents and any information, personal or otherwise, provided or to be provided to the Company upon the Company’s request is/shall be true, accurate and up to date (2) it shall not at any time act in any way and/or make any representations to any third parties, that it is acting as an agent and/or representative of the Company or as a person that has the authority to bind the Company or make any guarantees and/or promises for and on behalf of the Company, (3) it shall at all times comply with its obligations under the Data Protection Legislation with respect to any processing of Personal Data that will be undertaken within the context of this Agreement, and (4) it will provide and perform the Services in a professional manner and in accordance with the best practice, using all due skill, care and due diligence as reasonably expected, (5) it shall not commit any acts that are harmful to the interests of the Company including, but not limited to, infringing the copyright, trademark, reputation or other legitimate rights of the other party, (6) it shall advertise the Company on the internet and/or webpages, in the manner and in accordance with the Marketing Guidelines, (7) it shall state solely and exclusively true, accurate, clear and up-to-date information relating to the Company and (8) it shall fully comply with all applicable laws and regulations of the country of residence, country of business operations and the country of conclusion and performance of this Agreement.
6.3.THE COMPANY REPRESENTS, UNDERTAKES AND WARRANTS TO THE AFFILIATE
THAT: (1) it has the right to grant the rights granted herein; (2) no Marketing Material contains any material that infringes upon or violates any third-party right, including rights arising from contracts between Affiliate and third parties, copyright, trademark, class action, patent, consumer protection laws, trade secret, moral rights, or any other intellectual property or proprietary right, or slanders, defames, libels, or invades the right of privacy, publicity, or other rights of any person; (3) no Marketing Material provided by it contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the Services.
In the event that any activity of the Affiliate, is solely deemed suspicious due to detection by the Tracking Tool of the Company, such detection shall not be enough evidence to be accepted as Fraudulent Activity. The Company shall immediately notify the Affiliate of such detection and shall not delay any Payments solely on the results of such detection.
8.1. The terms of the Agreement shall commence as of the Date and shall continue until terminated in accordance to the T&C.
8.2. Except as otherwise expressly provided in the Agreement, the Affiliate reserves the right to terminate the Agreement for any reason, at any time, after providing the the Company with a forty-eight working hour (48) hour notice (via email).
8.3. Either party may terminate this Agreement or cancel any Campaign immediately and without notice without prejudice to any other legal and/or equitable rights available to the other party, in the event that:
8.4. The Affiliate understand and accept that upon termination of the Agreement and/or cancellation of any Campaign: (1) the Affiliate shall immediately stop providing the Services in relation to the Agreement and/or any particular cancelled Campaign, as the case may be, (2) Such termination or cancellation shall be without prejudice to any outstanding or accrued obligations the Affiliate has vis-à-vis the Company, (3) any assignment, transfer and/or license of any intellectual property rights, including such rights relating to the Marketing Material, by one party to another, shall be considered as automatically terminated and each party shall immediately cease the use of the intellectual property rights of the other party on and remove them, overall from its website or in any other way, (4) any authorisation or powers of attorney or any rights granted by the Affiliate or any other party shall be automatically terminated and withdrawn, and (5) the Affiliate shall immediately return to the Company all Marketing Material, documents, brochures, all reports and any other material in its possession including but not limited to the registered domain names and/or any other information relating to the Services and any other services under the Agreement.
9.1.The Parties agree to keep confidential and not to disclose to any third party any confidential information given by the other Party under the Agreement including without limitation all the communication, documentation or other information exchanged between them, both during the term of the Agreement as well as after its termination, except as permitted by clauses 9.2 and 9.3 below.
9.2.Each party may disclose the other Party’s confidential information:
9.2.1.to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the Party’s rights or carrying out its obligations under or in connection with this Agreement. Each Party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other Party’s confidential information comply with this clause 9; and
9.2.2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
9.3. No Party shall use any other Party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement (Permitted Purpose).
9.4. Each Party shall, at its own expense, ensure that it complies with and provides any assistance that may be required to the other Party to comply with the requirements of Data Protection Legislation and regulatory requirements in force from time to time relating to the use of personal data. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
10.1. The Company may update and change the Website from time to time to reflect changes to our business priorities. The Affiliate shalle check these T&C to ensure you understand the terms that apply at that time.
10.2. We do not guarantee that the Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
The parties shall not assign, transfer, subcontract or sublicense, in whole or in part, the Agreement or any of its rights or obligations hereunder determined, without the other party’s prior written consent in each instance. Any attempt to assign the Agreement other than as permitted above shall be considered void and invalid.
12.1. Each party will indemnify, defend and hold harmless the other and its Affiliates and each of their respective officers, directors, employees, and agents from and against any losses, costs, liabilities, damages, claims and expenses, including reasonable attorneys’ fees, arising out of any breach of the representations, warranties and covenants made by such party herein. The indemnifying party reserves the right, at its expense, to assume the exclusive defense and control of any matter for which it is required to indemnify the indemnified party, and the indemnified party agrees to reasonably cooperate with the indemnifying party’s defense of such claims and shall have the right to participate with counsel of its own choosing at its own expense. The indemnifying party will not enter into any settlement of any claim without the prior written consent of the indemnified party, such consent not to be unreasonably withheld or conditioned.
12.2 Each party shall indemnify the other against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the indemnified party arising out of or in connection with the breach of any applicable Data Protection Legislation by the indemnifying party, its employees or agents, provided that the indemnified party gives to the indemnifier prompt notice of such claim, full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim and sole authority to manage, defend and/or settle it.
THE AFFILIATE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES TO THE COMPANY OR ANY PERSON (INCLUDING WITHOUT LIMITATION, ANY PAYMENT FOR LOST REVENUES, LOST DATA, LOST PROFITS OR LOSS OF GOODWILL), WHETHER FORESEEABLE OR NOT, FOR ANY CAUSE WHATSOEVER WHETHER OR NOT CAUSED BY THE COMPANY’S NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. UNDER NO
FORECASTS BY THE COMPANY BE BINDING AS COMMITMENTS OR PROMISES BY THE COMPANY AND/OR GIVE RISE TO ANY LIABILITY. IN NO EVENT WILL THE AFFILIATE’S TOTAL LIABILITY TO THE COMPANY OR TO ANY OTHER PARTY FOR ALL DAMAGES, LOSSES, AND CUASES OF ACTIN ARISING OUT OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY OR OTHERWISE) EXCEED THE ONE (1) MONTH’S COMMISSION, FEES, PAYOUT AMOUNT AND/OR PAYMENT (CALCULATED AS THE AVERAGE MONTHLY COMMISSION EARNED BY THE AFFILIATE OVER THE PREVIOUS THREE (3) MONTHS) DURING ANY TWELVE (12) MONTHS PERIOD. THIS LIMITATION APPLIES DESPITE THE AMOUNT OF INJURIES CAUSED BY AND THE NUMBER OF SEPARATE OCCURRENCES OF LIABILITY DURING ANY TWELVE MONTH (12) PERIOD.
14.1. Force Majeure:
Neither party will be liable for delays or failures of performance caused by occurrences beyond their reasonable control including, but not limited to, acts of God or the public enemy, compliance with any order or request of any government authority, fires, floods, riots, accidents, explosions, embargos, strikes or other concerted acts of labor, material shortages, transportation interruptions, national emergencies, acts of terrorism or war, or Internet or communication failure, or any causes, whether or not of the same class or kind as those specifically named above, which are not within the reasonable control of the Company or the Affiliate, respectively.
14.2. Waiver:
All waivers hereunder shall be in writing. A waiver of any default hereunder, or any of the terms and conditions of the Agreement, shall not be deemed to be a continuing waiver or a waiver of any other default or of any other term or condition, but shall apply solely to the instance to which such waiver is directed.
14.3. Notices:
Any notices under the Agreement shall be sent in writing to the email addresses designated in the Insertion Order, or as otherwise designated from time to time during the term of the Agreement. Any notice and/or documents, will be deemed to have been received on the same business day if
sent by during normal business hours of the recipient and if not sent during normal business hours, on the recipient’s next business day.
14.4. No Partnership Or Agency:
15.1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by, and construed in accordance with, the law of the Republic of Cyprus.
15.2. Each party irrevocably agrees that the courts of the Republic of Cyprus shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.
Conversion: any such action required under a Campaign, agreed in the IO, which may include but not be limited to (i) clicks, (ii) installations or installations and opening of applications (Install), (iii) first-time deposits (FTD), (iv) Company’s application installation and opening (Install & Open), (v) leads, (vi) registration of Referred User for an account with the Company (Registration) and/or (v) impressions/viewings, by Referred Users and/or Traffic and/or any traffic under a Campaign Type.
Campaign: CPA, CPI, CPM, CPE, CPC, Programming, Re-engaging/Re-targeting users or any other campaign agreed in the IO.
Commission / Commission Rates: the commission and/or rates agreed and defined in the Insertion Order.
Connected Person: the Affiliate and any other person associated (directly and/or indirectly with the Affiliate) including any member of the Affiliate’s family, any legal person (of any form or manner) whether incorporated or not, whether directly or indirectly controlled, controlling or under common control with the Affiliate.
Contact Information: contact information of each Party as defined in the Insertion Order.
CPA: a pricing model used in online marketing which means cost per Conversion as such Conversion shall be specified in the IO.
CPC: a pricing model used in online marketing which means valid cost per click by Referred Users or any traffic of a Campaign Type, on Marketing Material or any other Conversion as shall be specified in the IO. Valid CPC means a click that may be deemed valid by the Company when it meets certain criteria.
CPI: a pricing model used in online marketing which means valid cost per Install of the Company’s mobile applications or any other Conversion as shall be specified in the IO. Valid CPI means an Install that may be deemed valid by the Company when it meets certain criteria.
CPM: a pricing model used in online marketing which means valid Cost Per Mile impressions/viewings (one thousand impressions) of the Campaign as shall be specified in the IO.
CPL: a pricing model used in online marketing which means valid cost per lead and/or any Conversion as defined in the IO. Valid CPL means a referral of a Referred User which has completed successfully his Registration DOI in accordance with the terms and conditions of the Agreement.
Currency: the currency stated in the IO.
Data Protection Legislation: the applicable local legislation with regards to the protection of personal data and any other directly applicable regulation relating to privacy (DPA). the provisions of the Regulation (EU) 2016/679 on the Protection of Personal Data and all other legislation and regulatory requirements in force from time to time which apply to a Party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications) in order to adduce adequate safeguards with respect to the protection of privacy and fundamental rights and freedoms of the relevant data subject(s); and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to a Party.
Fees or Payout Amount: the total fees to be calculated on the basis of any Commission or otherwise mentioned.
Fraudulent Traffic: means any deposits, revenue or traffic generated via, including but not limited to, (i) unauthorized and/or illegal means/actions, (ii) other means/actions which are in breach of the Marketing Guidelines, (iii) targeting Restricted Countries, (iv) what is described in section 8.2 of this Agreement (v) using cashback schemes made by the Affiliate or its subcontractors or agents, irrespective of whether any loss and/or damage has been caused or not. Fraudulent Traffic includes, but is not limited, to any unauthorized use of any account, copyright, trademark, right, false advertising, Unsolicited Promotions, deposits generated by stolen credit cards and/or manipulation of the Services and the Agreement and/or any other fraudulent activity that may be detected by the Tracking Tool.
Marketing Guidelines: the marketing guidelines included in Appendix A of this Agreement, as amended from time to time by the Company.
Marketing Material: all advertising, marketing and promotional elements and material including, but not limited to, multimedia images, video banners, graphics, text, data, creative material, tags, videos, logos, links, statements, information, circulars or other objects (i) originated by, or transmitted from, the Company to the Affiliate and/or (ii) developed by the Affiliate in accordance to the Marketing Guidelines and following approval by the Company, as applicable.
Payment: any Fees owed by the Company under the Agreement.
Pay-Per-Click (PPC): A digital advertising model in which an advertiser pays a fee each time their advertisement is clicked by a user.
Personal Data, or personal information: any information about an individual from which that person can be identified. It does not include data where the identity has been removed (known as “anonymous data”).
Platform: Company’s official website and the electronic software of the Company made available online to users either in desktop or mobile versions.
Process/processing, controller, processor, data subject and supervisory authority: shall have the same meaning as prescribed in the Data Protection Legislation.
Unsolicited Promotions means a form of written or oral communication disseminated by the Affiliate, directly or indirectly, including without limitation to including, but not limited to, private messages in social networks or messengers, personal emails, phone calls or face-to-face communication. Unsolicited Promotion shall include any communication addressed to a third party who has not given their consent to receive such communication or any communication that contains false or misleading information/statement.
Referred User, User or Traffic: a user referred by the Affiliate in accordance with the specifications of a Campaign confirmed by the Tracking Tool and which (i) never registered for a Company account, and (ii) is not a Connected Person.
Affiliate Commission is on a tier-based lifetime payout structure on the active Referrals.
Active referral is considered any referral that has still an active challenge in the evaluation stage or less than 90 days have passed since the end of their last challenge and they also have reached a total purchase amount of $50 or above within this time period. If a challenge has ended within this time period but purchased before, it will be included in the calculation of the total purchase amount.
Tier | Tier 1 | Tier 2 | Tier 3 | Tier 4 |
Active Referrals | 1 – 25 | 26 – 100 | 101 – 350 | 350+ |
Commissions | 15% | 20% | 25% | 30% |
