1. INTRODUCTORY PROVISIONS
1.2. Changes to this Agreement. V.Partners can change, amend, or modify this Agreement for any reason. In case if V.Partners changes, amends, or modifies this Agreement, V.Partners will publish the new version of the Agreement on the website https://v.partners/, change its effective date and notify active Affiliates about the new version of the Agreement in ten (days) prior to the entry into force of the new version of the Agreement. If the Affiliate does not agree with the new version of the Agreement, this Affiliate shall terminate this Agreement. The Affiliate's continuing participation in the Affiliate Program after the new version of the Agreement has become effective will be interpreted as the Affiliate's acceptance of the new version of the Agreement.
1.3. Definitions and Interpretation
“Advertisement” shall mean marketing or creative materials, including but not limited to banners or generated direct links, reviews, landings and etc., that have been provided or otherwise made available to one Party by the other Party, designed to attract potential Referred Customers via the Link(s) to the Website(s).
“Affiliate Program” shall mean the affiliate program offered by V.Partners and as specified in Section 2.2 hereinbelow, whereby the Affiliate agrees to promote and advertise the Brands and attract direct Referred Customers to the Website in return for Commission paid in accordance with this Agreement.
“Affiliate Site” shall mean the website(s), mobile or app site(s) or other methods for directing traffic owned, controlled or operated by the Affiliate and specified by that Affiliate in their application to join the Affiliate Program.
“Affiliate`s Account” shall mean an account created by the Affiliate on https://v.partners/ website in order to access the Affiliate Program.
“Baseline” shall mean a minimum deposit amount that triggers the CPA.
“Brands” shall mean any brands (whether registered or unregistered) owned and/or licensed to V.Partners.
“Claim” shall have the meaning assigned in Section 5.2.
“Commission” shall mean the monetary consideration to be paid by V.Partners to the Affiliate for the provision of Services in accordance with this Agreement.
“Confidential Information” shall mean any and all information that is disclosed by V.Partners to the Affiliate and that relates to V.Partners’ business or its business relationship hereunder, including, but not limited to, information concerning Website(s), Brands, finances, products, services, customers and suppliers, which is passed by disclosing V.Partners to the Affiliate, either directly or indirectly, in oral, written or any other form.
Confidential Information shall not include information which (i) is in or comes into the public domain without breach of this Agreement by the Affiliate; (ii) was in the possession of the Affiliate prior to receipt from V.Partners; (iii) is acquired by the Affiliate from a third party not under an obligation of confidentiality or non-use to V.Partners; (iv) is independently developed by the Affiliate without use of any Confidential Information of V.Partners; or (v) is allowed to be disclosed by V.Partners in writing.
“CPA” or “Cost Per Action” shall mean a particular type of the Affiliate Program according to which V.Partners pays for each specified action linked to the Advertisement.
“CPL” or “Cost Per Lead” shall mean a particular type of the Affiliate Program according to which V.Partners pays for each lead referred to the Website.
“Data Protection Laws” shall mean any applicable data protection or privacy laws and regulations as may be amended or superseded from time to time, including but not limited to: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation or “GDPR”) as implemented by countries within the European Economic Area; (ii) data protection laws which are applicable in GEO from which the Affiliate refers Referred Customer to Website under Affiliate Program; (iii) Directive 2002/58/EC of the European Parliament and of the Council of 12 July 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector (Directive on privacy and electronic communications) and any implementation(s) of this Directive into the legislation of the respective EU Member State; and/or (iii) other laws or regulations that are similar, equivalent to, successors to, or that are intended to or implement the laws or regulations applicable to the Affiliate in relation to the transmission and processing of Personal Data under or in relation to the Agreement.
“Force Majeure Event” shall have the meaning assigned in Section 10.1.
“Fraud” shall mean an intentional act by a Qualified Customer and/or the Affiliate to obtain money from V.Partners and/or the Website Owner (i) by deliberate deception; and/or (ii) in violation of the Rules of the Website (including, without limitation, Terms and Conditions, and other applicable documents).
“GEO” shall mean the agreed territories from which Referred Customer is referred by the Affiliate. The list of GEO is specified by V.Partners.
“Good Industry Practice” shall mean using such standards, practices, methods and procedures and exercising such degree of skill and care, diligence, prudence and foresight, which would in each case reasonably and ordinarily be expected from a skilled and experienced professional provider of digital marketing and traffic acquisition services in the same or similar circumstances.
“Hybrid Affiliate Program” shall mean a particular type of Affiliate Program that combines peculiarities of Revenue Share and CPA.
“Intellectual Property Rights” shall mean without limitation patents, know-how, trademarks, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in designs, database rights, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Material breach” shall mean any violation of the terms and conditions of this Agreement and/or an act of gross negligence or willful misconduct of either Party.
“Net Revenue” shall mean V.Partners’ revenue generated from Referred Customers during the Settlement Period net of discounts, returns and taxes, if any are applicable.
“Personal Data” shall mean any information relating to an identified or identifiable natural person (“data subject” as defined in the applicable Data Protection Laws).
“Purpose” shall mean the promotion and advertisement of the Website, designed to attract potential Referred Customers via the Link(s) to the Website(s).
“Referred Customer” shall mean a user, who access the Website via clicking a Link, register on the Website and who does not have and has never had an account on the Website.
“Renewal Terms” shall have the meaning assigned in Section 4.1.
“Revenue share” shall mean a particular type of the Affiliate Program according to which Net Revenues generated from Referred Customers in the Settlement Period are distributed between V.Partners and the Affiliate based on the percentage agreed by Parties in the process of communication.
“Qualified Customer” means a Referred Customer, who makes a deposit, agreed within the particular Affiliate Program, on the Website within agreed period and keeps this deposit on the Website, but excluding the Affiliate, its employees and close relatives. For the avoidance of doubt, the user shall not qualify as a Qualified Customer for a Website if that user has previously registered an account on that Website.
“Settlement Period” shall mean a period within which Services are provided, each starting at 00.00.00 AM of the first day of the calendar month and ending at 11.59.59 PM of the last day of the calendar month (time: GMT +0).
“Services” shall have the meaning assigned in Section 2.1.
“SPAM” or “Unsolicited Advertisement” shall mean Advertisement, such as (but not limited to) Advertisement containing contents (i) derogating or distorting a nation or race or of derogatory or distorting nature of any kind, e.g., based on a person’s sex, sexual orientation, race or nation; and/or (ii) of pornographic, indecent, immoral or otherwise offensive nature; and/or (iii) of defamatory or libelous or slanderous nature; and/or (iv) promoting ethnic or religious hostility or intolerance; and/or promoting violence, political unrest or war; and/or (v) endangering national or international security, national integrity or the constitutional order of any country; and/or that falsely expresses or implies that such content is sponsored or endorsed by V.Partners; and/or (vi) that may be deemed malicious or harmful to or may be able to damage any electronic system or network, containing viruses, Trojans, spy programs, steal-ware, cookie-stuffing, any form of click-fraud or generally malware of any kind; and/or (vii) that is sent to Referred Customer without Referred Customer’s prior due consent, if the provision of such consent is required under applicable laws, in case of email or SMS marketing.
“Subcontractors” shall have the meaning assigned in Section 2.3.
“Website(s)” shall mean an information resource on the Internet with a unique URL address and representing a complex of interconnected web pages united on subject characteristics and meant for publication of information on the Internet, which is owned, licensed and/or operated by V.Partners.
1.4. In this Agreement, unless otherwise specified, any reference to:
(a) a statute or statutory provision includes a reference to the statute or statutory provision as modified or re-enacted or both from time to time, and to any subordinate legislation made under it;
(b) Clauses, Schedules and/or parties are to Clauses of and Schedules and/or the Parties to this Agreement, respectively;
(c) a document is a reference to the document as from time to time supplemented, novated or varied from time to time;
(d) reference to a party shall, upon any assignment or other transfer that is permitted by this Agreement, be construed to include those successors and permitted assigns or transferees;
(e) the singular includes the plural and vice versa and the masculine includes the feminine and the neuter genders and vice versa;
(g) if there is any conflict, ambiguity or inconsistency between the Clauses and the Schedules, the Clauses will prevail;
(i) writing includes email or skype, but excludes fax transmission, telegram and all other electronic means of written communication.
1.5. The contents page and headings used in this Agreement are inserted for convenience only and shall not affect the interpretation of this Agreement.
1.6. In this Agreement, any phrase introduced by the words include, including, includes and such as are to be construed as illustrative and shall not limit the sense of the words preceding those words.
1.7. This Agreement is drawn up in two language versions: English and Russian. In case of any discrepancies, the version in the English language shall prevail.
2. PERFORMANCE OF SERVICES
2.1. The Affiliate shall provide digital marketing and traffic acquisition services (the “Services”) and V.Partners shall pay for these Services according to the chosen type of Affiliate Program(s), the terms and conditions specified in this Agreement and additional terms which may be agreed by Parties in writing via the chosen communication channel.
2.2. The Affiliate can choose all or any of the types of the Affiliate Program which are available to the Affiliate in his Affiliate`s Account. Interest, rates and additional terms and conditions of each type of the Affiliate Program shall be discussed by the Parties in writing via the chosen communication channel. The types of the Affiliate Program may be the following:
2.2.1. Revenue Share:
Revenue Share with static percentage: V.Partners shall pay the Affiliate agreed rate from the Net Revenue generated from the Referred Customers during each Settlement Period.
Revenue Share with dynamic percentage: V.Partners shall pay the Affiliate the agreed rate from the Net Revenue generated from the Referred Customers during each Settlement Period, depending on the number of Referred Customers acquired during each Settlement Period. Namely: 25% for 0-9 Referred Customers, 35% for 10-39 Referred Customers, 45% for more than 40 Referred Customers per month.
2.2.2. Cost Per Action:
Aggregated Baseline: V.Partners shall pay the Affiliate agreed amount per each Qualified Customer (depending on the traffic source and GEO), who makes one or several deposits, cumulatively in the amount no less than agreed
Baseline: V.Partners shall pay the Affiliate the agreed amount per each Qualified Customer (depending on the traffic source and GEO), who makes first deposit in the agreed amount per each Qualified Customer (depending on the traffic source and GEO), who makes first deposit in the amount no less than agreed amount of EUR.
Dynamic CPA: V.Partners shall pay the Affiliate agreed amount of EUR per each Qualified Customer depending on the number of Qualified Customers acquired on a daily basis.
2.2.3. Hybrid Affiliate Program:
State respective conditions
2.2.4. Cost Per Lead:
V.Partners shall pay the Affiliate agreed amount per each Referred Customer (agreed amount of EUR for Single Opt In / Double Opt In Registration).
2.2.5. Flat Fee:
V.Partners shall pay the Affiliate the fixed Commission in EUR.
2.3. The Affiliate may engage subcontractors to place V.Partners’ Advertisements in the Internet (the “Subcontractors”).
2.4. V.Partners grants the Affiliate a non-exclusive, transferable, revocable license to use, reproduce, transmit and distribute the Advertisements solely for promotional Purpose in accordance with this Agreement (the “Permitted Use”).
2.5. V.Partners acknowledges that Advertisements provided by V.Partners may be transferred to and used and/or modified by Subcontractors engaged in the provision of Services according to this Agreement, subject to the prior written approval from V.Partners.
2.6. V.Partners, the Affiliate and Subcontractors are entitled to create any Advertisements under this Agreement and the Affiliate shall be responsible for compliance of Advertisements, created by itself and/or Subcontractors, with applicable legislation and/or terms of this Agreement.
2.7. The Affiliate acknowledges and guarantees that Affiliate and/or Subcontractors shall not use and/or modify Advertisements, provided by V.Partners, in any manner that breaks the Permitted Use or are in violation of applicable legislation and/or conditions of this Agreement. The Affiliate is solely liable for any infringement of the Permitted Use and/or any non-compliance with applicable legislation by the Subcontractors.
2.8. No Exclusivity. This Agreement is non-exclusive and does not prevent or restrict either Party from entering into similar or different agreements with third parties.
2.9. Affiliate`s Account. In order to participate in the Affiliate Program, the Affiliate shall create an account on https://v.partners/ website. The Affiliate is obliged to keep his account login details confidential, safe and secure. The Affiliate shall be solely responsible for any unauthorised use of his account login details and for all activity and conduct on the Affiliate`s Account, whether actually authorised by the Affiliate or not. The Affiliate shall immediately and without delay inform V.Partners of any suspected illegal and/or unauthorised use of the Affiliate’s Account.
2.10. Affiliate Site. The Affiliate Site engaged in Affiliate Program shall comply with the following conditions:
2.10.1. It shall not promote or facilitate violence and hate speech;
2.10.2. It shall not promote or facilitate discrimination on the base of age, anthropometric measures, body composition, caste, colour, criminal record, height, disability, ethnicity, family status, gender identity, generation, genetic characteristics, marital status, nationality, race, religion, political views, sex, and sexual orientation;
2.10.3. It shall not contain any material/content which is or may be objectively considered as abusive, derogatory, defamatory, discriminatory, embarrassing, harassing, harmful, hateful, libellous, misleading, obscene, offensive, profane, racist, sexist, and threatening;
2.10.4. It shall not contain any illegal pornography or other illegal sexual content;
2.10.5. It shall not contain deceptive, false or misleading content, including deceptive claims, offers or business practices;
2.10.6. It shall not contain viruses, spam, malware, algorithm, logic bombs or any other harmful software or code;
2.10.7. It shall not promote or facilitate illegal use of drugs and other medical supplies
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1 The Affiliate shall:
3.1.1. Appoint a responsible authorized representative to settle current issues related to rendering of Services hereunder;
3.1.2. Provide Services diligently, honestly and in good faith and at all times in accordance with the requirements set forth in the Agreement and the Good Industry Practice;
3.1.3. Ensure the start of placement of the Advertisement(s) and Brands on the Internet resources in accordance with this Agreement;
3.1.4. Refrain from using any Advertisement(s) and Brands in bad faith or in fraudulent, illegal, inappropriate way;
3.1.5. Ensure Advertisement(s) and/or Promotional materials generated by V.Partners and/or the Advertisement created and/or modified by the Affiliate and/or Subcontractors do not:
220.127.116.11. contain any information that may be qualified as SPAM or Unsolicited Advertisement;
18.104.22.168. contain Personal Data or any other references to natural persons, unless otherwise agreed by Parties in writing;
22.214.171.124. infringe intellectual property rights of any third parties.
3.1.6. Refuse to accept and place Advertisement(s) in case such Advertisement(s) contain any signs of SPAM or Unsolicited Advertisement and/or obviously do not correspond with the generally accepted moral and ethical standards. Such refusal shall be forwarded to V.Partners in writing (including via e-mail);
3.1.7. At V.Partners’ request provide V.Partners with reports by such means and in such format as stipulated by V.Partners;
3.1.8. Operate the Affiliate Site under its own name and at its own expense and responsible for developing, operating and maintaining the Affiliate Site and for all materials that appear on it including, but not limited to, the proper functioning and maintenance of the Link;
3.1.9. Provide Services with the use of customary means (e.g. IP-Geolocation) in order to limit the provision of Services to the agreed GEO;
3.1.10. Comply with all applicable laws, rules and regulations;
3.1.11. Be able to provide V.Partners upon request at any time, a copy of his/her ID, billing address and/or other documents.
3.2. The Affiliate shall not:
3.2.1. Exploit the and Brands, Website or Advertisement for any use other than the Purpose;
3.2.2. In any way reproduce the Website or any part of its contents other than to the extent permitted by this Agreement and necessary to fulfil the Purpose;
3.2.3. Use the Advertisement and/or Brands in any way that may harm V.Partners or its trademarks, copyrights, goodwill and/or branding;
3.2.4. Refer a user to the Website with the use of misleading promises, actions, or functionality;
3.2.5. Offer a user the monies, prize, or some kind of reward for the clicking on the Advertisement, visiting of the Website or registering of an account on the Website, unless this reward or prize is stipulated by V.Partners;
3.2.6. Use automated script(s), computer program(s) in order to imitate the click of the user on the Advertisement or imitate the registration of the Referred Customer on the Website.
3.2.7. Present or create an impression that Affiliate Site(s) is in any way associated with V.Partners;
3.2.8. Open his Affiliate`s Account on behalf of a third party or transfer his Affiliate`s Account into possession to a third party without prior written approval from V.Partners.
3.2.9. Change, amend or alter Advertisement(s) provided by V.Partners in Affiliate`s Account without prior written approval from V.Partners.
3.2.10. Change, amend or alter tracking link provided by V.Partners (“tracking link”), which means that the Affiliate may add variables, text, metrics, parameters after the tracking link text but cannot change, amend or alter the tracking link text itself (which includes protocol, domain, and path). When options “Use sub_id” and/or “Use click_id” are included, the Affiliate may amend or change the query string (link text after the question mark). V.Partners shall not be liable for any missed conversion if the Affiliate changes, amends or alters the tracking link.
3.2.11. Use any device, robot, spider, software, routine or another method (or anything in the nature of the foregoing) to interfere or attempt to interfere with the proper functioning of the Website(s) or the website https://v.partners/;
3.2.12. Be under eighteen (18) years old;
3.2.13. Register more than one account on the website https://v.partners/;
3.2.14. Register a new Affiliate`s Account if the Affiliate`s Account had previously been closed due to Material breach of this Agreement;
3.2.15. Refer his friends, immediate family members, spouses, partners and housemates to the Website(s);
3.2.16. Refer user(s) to the Website(s) via marketing or creative materials which are not provided or approved for use by V.Partners;
3.2.17. Perform any actions which are intended, or would reasonably be expected, to harm V.Partners or its reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to V.Partners.
3.3. V.Partners shall:
3.3.1. Appoint a responsible authorized representative to settle current issues related to rendering of the Services hereunder;
3.3.2. Timely and in full pay for the Affiliate’s Services in accordance with this Agreement;
3.3.3. Timely provide the Affiliate with necessary information and materials, consistent with the applicable legislation, that are required for the fulfilment of this Agreement;
3.3.4. As soon as possible inform the Affiliate about all changes connected with previously provided materials and information;
3.3.5. Refuse to accept the Services provided by the Affiliate if such Services breach the terms and conditions of this Agreement;
3.3.6. Seek to enhance the Affiliate's reputation, conduct its business in a manner that reflects favourably at all times on the Affiliate 's and the good name, good will and reputation of the Affiliate and not do or permit anything to be done which may hinder or harm the same;
3.3.7. Provide the Affiliate with statistics available via his Affiliate`s Account on the website https://v.partners/.
4. TERM AND TERMINATION
4.1. Term. This Agreement shall commence when the Affiliate creates his Affiliate`s Account on the website https://v.partners/ and shall be valid until terminated in accordance with the terms specified herein.
4.2. Termination for Convenience. This Agreement may be terminated by the Affiliate by deletion of the Affiliate`s Account from the website https://v.partners/. Either Party can at any time without any cause terminate this Agreement by giving 10 (ten) calendar days written notice of such termination to the other Party.
4.3. Termination for Material Breach. This Agreement may be terminated by either Party by giving 2 (two) calendar days written notice of such termination to the other Party if the other Party commits a Material breach of the Agreement and such breach or failure is not remedied within 3 (three) calendar days of receipt of a written notice specifying the details of such breach or failure and requiring the same to be remedied.
In case of any breach, V.Partners is entitled to immediately suspend and/or block the access to the Affiliate`s Account and/or block the accrual of the Commission until the breach is remedied by the Affiliate.
4.4. Termination for Liquidation. This Agreement may be terminated by either Party by giving 5 (five) calendar days written notice of such termination to the other Party if the other Party presents a petition or has a petition presented by a creditor for its winding up, convenes a meeting to pass a resolution for voluntary winding up or enters into liquidation (other than for the purposes of a bona fide reconstruction or amalgamation), enters into a voluntary arrangement with its creditors, has a receiver, administrative receiver or administrator of all or any of its undertakings or assets appointed, or is deemed by the relevant statutory provisions under applicable law to be unable to pay its debts, presents or has presented against it a bankruptcy petition or shall suffer anything analogous to these matters.
4.5. Effect of Termination. Upon termination of this Agreement, the Affiliate shall cease all activities and promptly destroy all materials and Confidential Information, which V.Partners may have furnished to the Affiliate in connection with its activities hereunder. The Affiliate shall send an invoice and V.Partners shall pay all outstanding invoices within agreed period for the Services provided before the termination date. Upon any termination of this Agreement for any reason, V.Partners shall not be liable to the Affiliate for loss of future commissions, goodwill, investments, advertising or promotional costs or like expenses. After termination of the Agreement, V.Partners shall remain an access to the Affiliate`s Account and account(s) of its respective Subcontractors.
5. COMMISSION, PAYMENT AND TAXATION
5.1. V.Partners shall pay the Affiliate all incurred charges and fees for the provided Services under this Agreement (the “Commission”). The Commission shall be determined on the basis of the type of the Affiliate Program chosen by the Affiliate and rates agreed by Parties.
5.2. All Qualified Customers shall be verified by the Website`s Anti-Fraud Department on their compliance with requirements set forth hereinabove.
In case Website`s Anti-Fraud Department submits to V.Partners a written statement that a Qualified Customer and/or the Affiliate (i) has committed a Fraud, and/or (ii) does not comply with the agreed terms, and/or (iii) has created a multi-account, V.Partners may submit a written statement to the Affiliate, including but not limited to (i) the date of and circumstances, and (ii) the amount of Commission involved (the “Claim”). In this case, V.Partners is entitled to reject the Qualified Customer(s), thus any payments under respective Qualified Customer(s) shall be waived. In case the Affiliate refers the Referred Customer from the GEO, which is not agreed by the Parties, the payment of the Commission regarding such Referred Customer is decided by V.Partners at its sole discretion.
5.3. The Affiliate shall issue the invoice no later than 30 (thirty) calendar days after the end of the Settlement Period. V.Partners shall provide payment to the Affiliate within 30 (thirty) calendar days after receipt of the invoice.
5.4. Notwithstanding the termination of this Agreement, V.Partners agrees to compensate the Affiliate pursuant to this Agreement for all Qualified Customers referred before the termination date of this Agreement. In case this Agreement is terminated and a Referred Customer, referred before the date of termination of this Agreement, becomes a Qualified Player after the date of termination of this Agreement, V.Partners shall pay the Affiliate for that Qualified Customer at the rate established hereinabove.
5.5. Minimal amount of Commission subject to payment by V.Partners:
5.5.1. by wire transfer – no less than EUR 500.00 (five hundred Euro);
5.5.2. by alternative payment method agreed by Parties via email or ticket - over EUR 100.00 (one hundred Euro).
5.6. The performance of the Services by the Affiliate shall be certified by an invoice, and no other documents are required. The payment of the invoice by V.Partners certifies the provision and acceptance of the Services in full.
5.7. No Negative Carryover. In case Qualified Customer(s) receive(s) applicable money and the Revenue Share, if applicable, in a particular Settlement Period becomes negative, then such negative balance shall not (i) be carried forward into the following Settlement Period or into successive Settlement Periods, and there shall be no deductions to the Revenue Share in successive Settlement Periods; or (ii) be carried over to different types of Affiliate Programs or different Websites (if applicable) of V.Partners and there shall be no deductions to the Revenue Share from such other types of Affiliate Programs or Websites.
5.8. The Affiliate is not entitled to claim the Commission from V.Partners after the 12 (twelve) months from the date of occurrence of such Commission.
5.9. Each Party agrees to comply with applicable tax law, statutes and regulations. The Affiliate agrees to comply with all its obligations under tax and social security laws to the extent applicable to this Agreement or to the Affiliate’s activities performed based on this Agreement.
The Affiliate shall be solely responsible for the payment of any social security contribution, tax obligations, including VAT, and any other fees and deductions paid under the Agreement as well as any insurance coverage. The payment charges shall be borne by the Affiliate, including payment charges imposed by intermediate banks in third countries and/or alternative payment systems (including, but not limited to, Skrill, Neteller, Webmoney), unless otherwise agreed by Parties.
5.10. Prior to the first payment to the Affiliate under the Affiliate Program, V.Partners shall check the Affiliate and the Affiliate Site for a Material Breach(es) of this Agreement. In case if there are no Material Breach(es) of this Agreement from the Affiliate`s side, the payment will be sent to the Affiliate. In case if there is a Material Breach from the Affiliate`s side, clause 4.3 will be applied.
6.1. The Affiliate undertakes to not directly or indirectly, through entities directly or indirectly controlled by him/her, as well as through natural persons affiliated to him/her, reveal, report, publish, disclose or transfer, use for his/her own or any other purposes, any information, received by or disclosed to the Affiliate during performing his/her obligations under the Agreement, relating to the business or activities of V.Partners.
6.2. The Affiliate shall not, during the term of this Agreement and for a period of 3 (three) years thereafter, disclose and/or use any Confidential Information for any purpose whatsoever other than the performance of the Services.
6.3. The Affiliate acknowledges and agrees that Confidential Information shall remain the sole property of V.Partners.
6.4. The Affiliate shall use the same degree of care and take all reasonable precautions to avoid any unauthorized disclosure of Confidential Information as the Affiliate employs with respect to its own Confidential Information of like importance, but not less than a reasonable degree of care.
6.5. If the Affiliate is required by applicable law, regulation, court order or legal process to disclose any Confidential Information, the Affiliate will provide V.Partners with prompt notice of such request or requirement and the Affiliate will use reasonable efforts to ensure that all Confidential Information so disclosed is treated confidentially.
6.6. Upon the termination of this Agreement, or upon disclosing Party’s earlier request, the Affiliate shall deliver to V.Partners all Confidential Information and V.Partners’ property relating thereto and all tangible embodiments thereof, in Affiliate’s possession or control, and shall delete all copies of the information abovementioned.
6.7. Each Party acknowledges that a violation of Section 6 would cause immediate and irreparable harm. Therefore, the harmed Party will be entitled to injunctive relief for the other Party’s breach of any of its obligations under the said Articles without proof of actual damages and without the posting of bond or other security. Such remedy shall not be deemed to be the exclusive remedy for such violation, but shall be in addition to all other remedies available at law or in equity.
6.8. In the event that the Affiliate breaches the obligations set out in this Section thereof, such a breach shall be rectified or remedied without delay, but in any event not later than two (2) calendar days after V.Partners issues a relevant notice. If a breach is not rectified within the above-mentioned period or such a breach is irreparable, the Affiliate shall indemnify V.Partners for any damages sustained by it as a result of breach of the obligation to preserve the Confidential Information.
7. INTELLECTUAL PROPERTY AND TRADEMARKS
7.1. Ownership. The Affiliate agrees and acknowledges that V.Partners is the sole and exclusive owner to all right, title and interest in all intellectual property rights associated with all and any products and services offered by V.Partners and/or Brands associated with V.Partners. During the validity of this Agreement, the Affiliate shall not attempt to register any of the trademarks or any service marks, logos, brand names, trade names, domain names and/or slogans confusingly similar to the Brands.
7.2. Grant of Rights. V.Partners hereby grants to the Affiliate a non-exclusive, royalty-free, revocable sub-license, during the validity of this Agreement, to use, publicly display and perform, distribute and display the Brands and create a Link, as part of or in connection with promotion and marketing in accordance with the terms and conditions of this Agreement and any guidelines issued by V.Partners from time to time.
7.3. The Affiliate acknowledges that all and any intellectual property rights such as copyrights and/or rights to names, Brands, designs or inventions that the Affiliate makes or creates while performing his Services shall belong without limitations to V.Partners and the Affiliate covenants to release, transfer and/or destroy all and any such intellectual property rights, designs or inventions upon first demand of V.Partners and without the right to compensation, even after termination of this Agreement.
7.4. Infringement of Intellectual Property Rights. The Affiliate agrees that if it is notified or otherwise obtains knowledge of any actual or alleged infringement of the Brands or any other intellectual property rights of V.Partners by a third party in any country throughout the world, the Affiliate will promptly notify V.Partners. No legal proceedings shall be instituted by the Affiliate against any third party in respect of any such actual or alleged infringement without the prior written consent of V.Partners.
8. DATA PROTECTION
8.1. The Parties shall comply fully with all applicable Data Protection laws when processing Personal data (including the GDPR when this Regulation is applicable).
8.3. Each Party shall implement appropriate technical and organizational measures to ensure a level of security of Personal Data controlled/processed in relation to the activities under this Agreement.
9. REPRESENTATIONS AND WARRANTIES
9.1. Either Party agrees to be bound by this Agreement and represents and warrants that:
9.1.1. it fully understands and accepts the terms and conditions of this Agreement and that it will at all times comply with the terms and conditions of this Agreement;
9.1.2. it will, at all times, comply with all applicable rules, laws and regulations relevant to this Agreement, the Purpose and its business generally;
9.1.3. it has, and will retain throughout the Term of this Agreement, title and authority to enter into this Agreement and to grant the rights and perform the obligations in this Agreement;
9.1.4. it has provided other Party with complete, valid and truthful information and shall update and inform other Party of any and all changes to such information;
9.1.5. it has obtained and will maintain in force throughout the term of this Agreement all necessary registrations, permits, authorisations, consents and licenses necessary to fulfil its obligations under this Agreement.
9.2. Neither Party warrants that the operation of their respective websites (including the Website(s) or Affiliate Site) or other media means will be error-free or uninterrupted and neither Party will be liable to the other Party for the consequences of any such errors or interruption, occurred not through a fault, mistake, negligence and/or willful misconduct of either Party.
10. FORCE MAJEURE
10.1. Under no circumstances shall either Party be held liable for any delay or failure in performance resulting from causes beyond its reasonable control (a “Force Majeure Event”), including, without limitation, strikes, labour disputes, riots, insurrections, civil disturbances, fires, flood, storms, explosions, acts of God, war (declared and undeclared), military conflicts and governmental actions.
10.2. The Party affected by the Force Majeure Event (the “Affected Party”) shall forthwith notify the other Party in writing and thereafter the relevant obligations of the Affected Party shall be suspended until such time as the Force Majeure Event ceases to adversely affect its performance under the Agreement, provided always that in the event that the Affected Party is unable to perform its obligations under the Agreement for a period of one (1) month, the other Party may then terminate the Agreement forthwith by giving 5 (five) calendar days’ prior written notice of its intention to do so. The Affected Party shall notify the other in writing as soon as practicable after the cessation of the Force Majeure Event’s adverse effect upon its performance of the Agreement.
11. LIABILITIES, LIMITATION OF LIABILITY, INDEMNIFICATION
11.1. Each Party shall be liable to the other Party for direct damages resulting from a breach of the provisions of this Agreement.
11.2. Each Party shall not be liable to each other or any other person or entity, whether in contract, tort (including negligence, breach of statutory duty, or other tort) or otherwise:
11.2.1. for any loss of revenue, business, anticipated savings or profits, or
11.2.2. for any indirect, special or consequential loss, damage, costs, or other claims, howsoever caused or arising.
11.3. Nothing in this Agreement shall operate to exclude or limit Parties’ liability for:
11.3.1. death or personal injury caused by parties’ negligence; or
11.3.2. fraud or fraudulent misrepresentation; or
11.3.3. any other liability which cannot be excluded or limited under applicable law.
11.4. The Affiliate shall provide V.Partners with reasonable cooperation and assistance in bringing and/or defending any claim or proceedings arising from or in connection with any matter relating to this Agreement (including, without limitation, the Website, the Advertisement).
11.5. The Affiliate agrees to defend, indemnify and hold V.Partners and any its affiliated companies, establishments, successors, officers, employees, agents, directors, shareholders and attorneys, safe and harmless from and against any and all claims and liabilities, including reasonable legal and expert fees, related to or arising from (i) any negligent or willful acts or omissions by the Affiliate in connection with the Agreement; (ii) any breach of this Agreement by the Affiliate in connection with the representations, duties and obligations of the Affiliate under this Agreement.
11.6. The Affiliate shall compensate V.Partners any damages, losses, expenses and costs incurred, directly or indirectly by V.Partners in case of the damage or harm to V.Partners or its reputation or any unwanted or unfavourable publicity of the V.Partners if these damages, harm or unwanted or unfavourable publicity is/are caused by the actions of the Affiliate.
12. ANTI-CORRUPTION CLAUSE
12.1. Each Party declares and warrants that it is aware of and understands the requirements of the anti-corruption laws which may apply to the respective Party at any given situation throughout the world (hereinunder – “Applicable Anti-Corruption Laws”).
12.2. Each Party shall not propose, implement, promise to perform or permit both in connection with the operations provided for the purpose of the business relationship between the Parties, and any other operations with the participation of other Party, any payment of money or the provision of a gift of undue advantage directly or indirectly to:
12.2.1. any Public official or any Political Party (Person); or
12.2.2. any director, official, employee, representative of other Party or to their close relatives;
12.2.3. any other private person or legal entity, knowing that any part of such payments or transfers will be offered, executed or promised, directly or indirectly, to the persons specified in paragraphs (і) and (іі) stated above.
12.3. Each Party undertakes that no payment from one of the Party to the other Party shall be used to offer or grant any undue pecuniary advantage of any kind to any officer of any third party in exchange for the signing, or the promise of signing, by such third party of an agreement with the respective Party.
12.4. It is the understanding of both Parties that any violation of clause 12 shall be considered a Material breach of this Agreement.
13. CHOICE OF LAW, DISPUTE RESOLUTION AND FORUM
13.1. This Agreement and the rights and duties of the Parties shall be governed by, construed and interpreted in accordance with the laws of England and Wales.
13.2. In the event of any misunderstanding or dispute between the Parties hereto or any matter concerning the interpretation of any provision of this Agreement the said misunderstanding, dispute or interpretation shall be settled in good faith through negotiations between the Parties.
13.3. If the Parties are unable to reach an amicable settlement, all disputes related to or arising in the connection of this Agreement shall be finally settled by Arbitration Rules of London Court of International Arbitration (“LCIA”) by one arbitrator appointed in accordance with said rules. The place of arbitration shall be London and the language of proceedings shall be English.
14.1. Entire Agreement. This Agreement together with all Annexes hereto as listed below represents the entire agreement between the Parties in relation to the subject matter hereof and supersedes all prior agreements and understandings whether oral or written with respect to the subject matter hereof.
14.2. No Partnership. Nothing in this Agreement shall constitute or be deemed to constitute a partnership between any of the Parties hereto and none of them shall have any authority to bind the others in any way.
14.3. Assignment. The Affiliate may not without written approval of V.Partners assign this Agreement or transfer its interest or any part thereof under this Agreement to any third party.
14.4. Amendments and Changes. This Agreement may not be amended or supplemented other than by a written instrument executed by duly authorized representatives of the Parties.
14.5. Definitions and Headings. Capitalized terms defined in the Agreement shall have the same meaning throughout the Agreement, save where the context obviously requires otherwise. Section headings in this Agreement are included herein for purposes of convenience of reference only.
14.6. Severability. If at any time any provision or any portion of any provision of this Agreement is held to be illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Agreement, nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby, and the invalid, illegal or unenforceable provision shall be reformed, amended, interpreted or applied so as to produce as near as may be possible the economic result intended by the Parties to this Agreement.
14.7. Survival. The Parties' obligations under clauses 3.2.7., 3.2.14., 3.2.17. and Sections 5, 6, 7, 8, 11 and 12 shall survive the termination or expiration of this Agreement.
14.8. Waiver. If V.Partners fails to insist upon strict performance of any of Affiliate`s obligations or if V.Partners fail to exercise any of the rights or remedies to which V.Partners is entitled, this shall not constitute a waiver of such rights or remedies and shall not relieve the Affiliate from compliance with such obligations. A waiver by V.Partners of any default shall not constitute a waiver of any subsequent default. No waiver by V.Partners of any of the provisions of the Agreement shall be effective unless it is expressly stated to be a waiver and is communicated to the Affiliate in writing.
15. REFERRAL PROGRAM.
15.1. Definitions. For the purposes of this Section, the following definitions shall apply:
“Affiliate” shall mean an individual, legal entity, or another body who/which has an active account on the website https://v.partners/ and participates in the Affiliate Program;
“Initial Affiliate” shall mean the Affiliate who has registered in the Affiliate Program without being invited by any Affiliate under the Referral Program;
“Referral Link” shall mean a unique personal link which contains unique Affiliate`s identifier and used to invite and refer others to join the Affiliate Program;
“Level” shall mean the leg of the referral connection of the Affiliates in the Referral Program;
“Reward” shall mean monetary consideration received by the Affiliate under participation in the Referral Program.
15.2. Referral Program description.
15.2.1. Under the Referral Program, the Affiliate invites other individuals/legal entities/legal persons to become the Affiliate by joining the Affiliate Program by clicking the Affiliate`s Referral Link and registering an account on the website https://v.partners/;
15.2.2. Based on the Referral Link(s), V.Partners records the referral connection between the Affiliates in order to calculate and distribute rewards between Affiliates who participate in the Referral Program. There are 10 Levels in the Referral Programm, which means that the referral connections go down to Level 10. The Level determines the reward for each Affiliate in accordance with his Level in the Referral Program.
126.96.36.199. Each Affiliate referred by the Initial Affiliate shall have Level 1, and each Affiliate referred by the Affiliate with Level 1 shall have Level 2, and all the way down to Level 10.
188.8.131.52. For the purposes of this section, Affiliates that are connected through the referral connection shall be considered as “connected”.
15.2.3. The Affiliate shall receive the reward from each connected Affiliate with lower level as prescribed hereinbelow.
15.2.4. Affiliate`s reward shall be calculated in the following manner:
184.108.40.206. For the Initial Affiliate: 5% from daily Commission from each referred Level 1 Affiliate + 4% from daily Commission from each connected Level 2 Affiliate + 3% from daily Commission from each connected Level 3 Affiliate + 2% from daily Commission from each connected Level 4 Affiliate + 1% from daily Commission from each connected Level 5 Affiliate + 0.50% from daily Commission from each connected Level 6 Affiliate + 0.25% from daily Commission from each connected Level 7 Affiliate + 0.13%% from daily Commission from each connected Level 8 Affiliate + 0.06% from daily Commission from each connected Level 9 Affiliate + 0.03% from daily Commission from each connected Level 10 Affiliate.
220.127.116.11. For Level 1 Affiliate: 4% from daily Commission from each referred Level 2 Affiliate + 3% from daily Commission from each connected Level 3 Affiliate + 2% from daily Commission from each connected Level 4 Affiliate + 1% from daily Commission from each connected Level 5 Affiliate + 0.50% from daily Commission from each connected Level 6 Affiliate + 0.25% from daily Commission from each connected Level 7 Affiliate + 0.13%% from daily Commission from each connected Level 8 Affiliate + 0.06% from daily Commission from each connected Level 9 Affiliate + 0.03% from daily Commission from each connected Level 10 Affiliate.
18.104.22.168. For Level 2 Affiliate: 3% from daily Commission from each referred Level 3 Affiliate + 2% from daily Commission from each connected Level 4 Affiliate + 1% from daily Commission from each connected Level 5 Affiliate + 0.50% from daily Commission from each connected Level 6 Affiliate + 0.25% from daily Commission from each connected Level 7 Affiliate + 0.13%% from daily Commission from each connected Level 8 Affiliate + 0.06% from daily Commission from each connected Level 9 Affiliate + 0.03% from daily Commission from each connected Level 10 Affiliate.
22.214.171.124. For Level 3 Affiliate: 2% from daily Commission from each referred Level 4 Affiliate + 1% from daily Commission from each connected Level 5 Affiliate + 0.50% from daily Commission from each connected Level 6 Affiliate + 0.25% from daily Commission from each connected Level 7 Affiliate + 0.13%% from daily Commission from each connected Level 8 Affiliate + 0.06% from daily Commission from each connected Level 9 Affiliate + 0.03% from daily Commission from each connected Level 10 Affiliate.
126.96.36.199. For Level 4 Affiliate: 1% from daily Commission from each referred Level 5 Affiliate + 0.50% from daily Commission from each connected Level 6 Affiliate + 0.25% from daily Commission from each connected Level 7 Affiliate + 0.13%% from daily Commission from each connected Level 8 Affiliate + 0.06% from daily Commission from each connected Level 9 Affiliate + 0.03% from daily Commission from each connected Level 10 Affiliate.
188.8.131.52. For Level 5 Affiliate: 0.50% from daily Commission from each referred Level 6 Affiliate + 0.25% from daily Commission from each connected Level 7 Affiliate + 0.13%% from daily Commission from each connected Level 8 Affiliate + 0.06% from daily Commission from each connected Level 9 Affiliate + 0.03% from daily Commission from each connected Level 10 Affiliate.
184.108.40.206. For Level 6 Affiliate: 0.25% from daily Commission from each referred Level 7 Affiliate + 0.13%% from daily Commission from each connected Level 8 Affiliate + 0.06% from daily Commission from each connected Level 9 Affiliate + 0.03% from daily Commission from each connected Level 10 Affiliate
220.127.116.11. For Level 7 Affiliate: 0.13%% from daily Commission from each referred Level 8 Affiliate + 0.06% from daily Commission from each connected Level 9 Affiliate + 0.03% from daily Commission from each connected Level 10 Affiliate.
18.104.22.168. For Level 8 Affiliate: 0.06% from daily Commission from each referred Level 9 Affiliate + 0.03% from daily Commission from each connected Level 10 Affiliate.
22.214.171.124. For Level 9 Affiliate: 0.03% from daily Commission from each referred Level 10 Affiliate.