Terms&Conditions

1. Applicability of the Terms & Conditions
   • These Terms and Conditions (hereinafter the “Agreement”) constitute a legally binding agreement entered into by and between Traffic Natives LTD, a company registered under the legislation of Cyprus, with its company number HE 419191 and its registered address at 9 Vasili Michailidi, Limassol, 3026, Cyprus (hereinafter the “Company”, “We”) and you, a natural or legal person accepted by the Company to join an affiliate platform https://trafficnatives.com/ (hereinafter the “Platform”) to provide affiliate marketing services to Advertisers (hereinafter the “Affiliate”). 
   • This Agreement regulates relationships regarding the use of the Platform, participation in Affiliate network, and provision of Services. Nothing herein shall be deemed to establish a partnership (in legal meaning), joint venture, association, or employment relationship between the Company and the Affiliate. This Agreement does not regulate the relationships between the Company and other Advertisers on the Platform (if any).
   • By submitting an application form and creating a personal account on the Platform as an Affiliate you fully accept and agree to be bound by the Agreement and participate in the Affiliate network. You assume all risks of performance or nonperformance of the Agreement.

We encourage you to read this Agreement attentively before submitting an application form on the Platform.  

2. Definitions and interpretation 
   • The terms shall have the following meaning:

Advertisement – information distributed by the Affiliate on the internet including on the Advertising Space according to this Agreement and Offer, that contain Advertising materials, links that redirect to the Advertiser’s products or services, and is addressed to indefinite persons. The aim of Advertising shall be stipulated in the Offer or set up by the Advertiser through communication with the Affiliate and may include drawing attention to Advertiser’s products or services, promoting and building the Advertiser’s reputation on the market, engaging new users, etc.

Advertiser(s) – Company, Company’s partners, other individuals or companies that participate in the Affiliate network and are willing to obtain Services and increase the sales of their products or services, primarily in the sphere of online entertainment. To become an Advertiser the person shall contact the Company via available means of communication.

Advertiser’s platform – website(s),mobile application(s), forum, blog, and other types of publicly available resources used by the Advertiser to provide its products and services to end-users or promote its Brand.

Advertising campaign – Affiliate’s advertising activity provided based on the particular Offer(s).

Advertising materials – materials of any type and format (text, static or dynamic images, audio, and video content) provided by the Advertiser that shall be used by the Affiliate in the context of the Services provided, including intellectual property objects. Advertising materials shall meet the requirements of this Agreement, and comply with the Offer and applicable rules and regulations. The Company is not responsible for the lawfulness and relevance of Advertising materials used for the Services provision in the interest of another Advertiser (if any). 

Advertising space – website(s), platform(s), public page(s), forum(s), blog(s) on the internet, including social media networks, that belong to the Affiliate or the Affiliate has the right to use them for the provision of Services. Advertising spaces used for the provision of Services shall meet the requirements of this Agreement and comply with the demands of the Advertiser and the Offer. The list of Advertising spaces shall be agreed upon by the Affiliate and the Advertiser.

Affiliates – individuals or companies that accept and agree to be bound by this Agreement by applying the Platform and joining the Platform to provide Services to Advertisers.

Affiliate network – an automated electronic program organized by the Company on the Platform to match the Affiliate’s abilities and Advertiser’s demands for the provision of Services.

Affiliate’s account – apersonal account of theAffiliate set up on the Platform with which the Affiliate can accept Advertisers’ offers, control its participation in the Affiliate network, and manage its Advertising campaigns, and financial statistics.

Brand(s) – any brand(s) (whether registered or unregistered) owned and/or licensed to the Company.

Cost Per Action (CPA) – a payment model that implies payment for each User’s specified action linked to the Advertisement.

Controller –  has the meaning given to it in applicable Data Protection Laws.

Company Data – has the meaning given to it in article X. Personal data protection hereof.

Data Protection Laws – any and all applicable data protection and privacy laws including (i) the EU General Data Protection Regulation (Regulation 2016/679); (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any and all national laws made under or pursuant to any of the foregoing, in each case as amended or superseded from time to time.

Gross Revenue – a value of the revenues generated by all customers referred by the Affiliate across all products, after the deductions of costs including but not limited to taxes, betting duties, third-party commissions/fees for providing games and game software, etc. Revenues generated would be equal to all (settled) bets less wins and in poker would be equal to the rake contributed through each qualified pot in cash ring games and/or the fees charged to customers to compete in poker tournaments. For the avoidance of doubt, any bet that is not accepted for a legitimate reason, at the sole discretion of the Company or another Advertiser, shall not be considered a settled bet and shall not be included in the calculation of the Gross Revenue.

Intellectual Property Rights – patents, know-how, trademarks, rights to inventions, copyright and related rights, trademarks, 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.

Net Revenue – monthly Gross Revenue after the deduction of costs including but not limited to financial transaction fees, bonuses, loyalty rewards, and chargebacks.

Offer – information, placed by the Advertiser to engage the Affiliate, that includes a description of products and services to be advertised, essential details regarding the market of advertisement, territorial focus, targeted users’ portfolio, types of advertisement techniques, resources, and means to be used, period of the advertising campaign, link to Advertiser’s platform, expected results and KPI, and any other details that the Advertiser considers to be significant to the provision of Services. The Advertiser is fully responsible for the completeness and relevance of the information provided in its Offer and assumes that the results of the Services depend on the information provided in the Offer. 

Parties – Company and the Affiliate collectively (each a “Party”).

Personal Data – any information relating to an identified or an identifiable natural person (data subject) who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural persons.

Platform – affiliate platform available at https://trafficnatives.com/ owned and administrated by the Company and intended for public access to the terms and conditions of the Affiliate network offered by the Company and the ability to join the Affiliate network by submitting an application and creating a personal account as an Affiliate.

Processing –  any operation or set of operations which is performed on Personal Data such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

Processor  – has the meaning given to it in applicable Data Protection Laws.

Revenue Share – payment model according to which the Commission due to the Affiliate is based on the agreed percentage of Net Revenue. 

Security Breach – accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data.

Services – affiliate marketing services provided by the Affiliate to the Advertiseraccording to the Offer and this Agreement through digital marketing and traffic acquisition with the use of Marketing materials. For the Services provided, the Affiliate uses its Advertising space.

Settlement Period – a period within which Services are provided, each starting at 00.00.00 AM on the first day of the calendar month and ending at 11.59.59 PM on the last day of the calendar month (time: GMT +0).

Sub-Affiliates – individuals or companies, engaged by the Affiliate to perform its obligations under the Offer and this Agreement. The engagement of Sub-Affiliates shall be authorised by the Advertiser. The Affiliate shall be fully responsible for the actions and omissions of Sub-Affiliates.

User – an individual who accesses an Advertisement on the Advertising Space and performs specific action to the Advertisement.

3. Participation in the Affiliate network
   • To join the Affiliate network as an Affiliate you should register on the Platform by submitting an application form and obtaining the Company’s confirmation of the registration. Submitting your application on the Platform you confirm that you read, understand, and agree to be bound by this Agreement, read and understand our Privacy Notice available at Privacy Notice.
   • In the application form, you should provide us with relevant, up-to-date, and valid information and contact details. You are responsible for the correctness of the information provided and its future updates. 
   • By applying, you assure that you are of legal age, have full legal capacity, and have no legal or other restrictions to join the Affiliate network and provide Services. If you represent a company, you guarantee that you have relevant authorisation.
   • The Company reserves the right to verify the Affiliate’s identity based on the information provided by the Affiliate and reserves the right for obtaining further information from the public and other data sources. The Company also reserves the right to request any supporting documents for KYC procedures, both during the registration process and on an ongoing basis as required, for the purposes of Customer Due Diligence. Supporting documents required may include (but are not limited to), any or all of the following:
     For Individuals: Valid Photo Identification such as a copy of a valid passport or driving licence. Valid Proof of Address such as a copy of a utility bill, letter of reference from the individual’s bank, or a copy of a bank statement; not more than 3 (three) months old. 
     For Companies: a copy of the company’s certificate of incorporation; register of Members & Shareholders, articles of association (or an equivalent document); duly approved corporate resolution; certificate of good standing.
   • The Company has the right to accept or reject your application at its sole discretion and for any reason. The Company is not obliged to notify you of any explanations. If the Company accepts your application, you will receive confirmation of registration via available means of communication and get access to the Affiliate’s account. The date of the confirmation of acceptance shall deem the commencement date of this Agreement between you and the Company.
   • The Affiliate shall be responsible to guarantee the confidentiality and security of credentials on the Platform. 
   • The Affiliate shall be responsible to ensure that all its Sub-Affiliates and agents shall fully comply with all the provisions of this Agreement. Any breach by a Sub-Affiliate of the Agreement will be deemed to be a breach of this Agreement by the Affiliate.

4. Provision of Services
   • To have the Services provided the Advertiser should apply directly via [email protected] for publishing its Offer(s) on the Platform with the information (but not limited to): Company Name, contact person detail, all significant Offer(s) details, demands, and expectations. When the Affiliate accepts the Offer using its Affiliate’s account, the Affiliate confirms its capability to provide Services under the terms and conditions of the Offer. Any additional terms may be agreed upon by the Advertiser and Affiliate in writing via the means of the Platform or other means of communication agreed upon by the Advertiser and the Affiliate. 
   • Accepting the Offer the Affiliate assumes all possible legal risks and obligations related to the provision of Services to the Advertiser.
   • The Affiliate acknowledges that his Advertising campaigns may be subject to specific legal requirements, regulations, and restrictions. The Affiliate acknowledges that it may be jointly responsible with the Advertiser to the gambling or advertising authority for any promotion or advertising done on behalf of the Advertiser that is not in compliance with the laws and regulations.
   • The Affiliate reserves the right to accept more than one Offer as long as they do not contradict each other.
   • Unless otherwise agreed in writing by the Parties, each Party shall remain exclusively responsible for all and any expenses (including investment and/or running costs) incurred in respect of the obligations it undertakes under this Agreement and will have no right of recourse against the other Party in respect thereof.

5. The Affiliate’s obligations
   • Under this Agreement and within the context of the Services provision Affiliate is obliged to:
     • Provide Services diligently, honestly and in good faith and at all times following this Agreement, Offer(s), additional agreements with the Advertiser, and best industry practices;
     • Comply with all obligations and restrictions stated by this Agreement, accepted Offers, the Advertiser’s instruction, all applicable laws, and regulations.
     • Comply with all obligations and restrictions stated by the terms and conditions of Advertising space or any other third-party resources used in connection with the Services, including but not limited to email providers, social media networks, and other services.
     • Ensure that the Affiliate has all necessary rights to use the Advertising Space, operates it under its own name and that the Affiliate is fully and without restrictions authorised to dispose thereof.
     • Ensure that all the content in the Advertising space: (a) is legal; (b) does not infringe third-party intellectual property rights; (c) does not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, discrimination (based on age, anthropometric measures, body composition, colour, criminal record, height, disability, ethnicity, family status, gender identity, generation, genetic characteristics, marital status, nationality, race, religion, political views, sex, and sexual orientation); (d) does not contain politically related content, hate speech; (e) does not contain deceptive, false or misleading content, including deceptive claims, offers or business practices; (f) is free of viruses, spam, malware, algorithm, logic bombs or any other harmful software or code.
       The Company has the right to consider any type of content on the Advertising Space unacceptable at its sole discretion and inform the Affiliate about it. The Company has the right to request the removal of such content to continue cooperation with the Company. In case of refusal to remove unacceptable content, the Company has the right to ban the Affiliate’s account and terminate this Agreement with the Affiliate.
     • Use Advertising materials solely for the Services provision except otherwise agreed or approved by the Advertiser.
     • Obtain the Advertiser’s prior approval of Advertising materials before using them in the Advertising campaign.
     • Make sure that the Advertisement is out of malware and has correct and clickable links to the Advertiser’s platform.
     • Make sure that the Advertising campaign is targeted to the categories of Users and locations prescribed by the Advertiser.
     • Assume all responsibility for the lawfulness of the Advertising campaign and accepted Offer.
     • If applicable, guarantee that Users are notified about the processing of their personal data for advertising purposes and that appropriate legal bases for personal data processing are in place. 
     • If applicable, send marketing messages only to Users who have provided freely given, specific, informed, and unambiguous consent to receive marketing messages from the Affiliate in relation to the Advertiser’s platform, in accordance with applicable Data Protection Laws, such consent having been reaffirmed by the User at least within the last six month. The User shall have the right to unsubscribe from obtaining marketing messages in an easily accessible manner.
     • If applicable, keep a record of the User’s consent to marketing messages.
     • If applicable, make each user aware that the marketing messages can be sent in the interest of the respective Advertiser and specifically name the Advertiser. 
     • Make available terms and conditions related to the Advertising and required by applicable laws and regulations to Users.
     • Guarantee not to use any fraudulent activity within the context of the Services provision. Such actions include, but are in no way limited to, using automated means to increase the number of clicks, displays, and/or involved registrations or completion of any required information, using spyware, stealware, cookie-stuffing, click-fraud, or any kind of other cheating actions.
     • Be able to provide at the request of the Company and the Advertiser with all relevant statistics, analytics, Affiliate’s traffic sources, and reposts regarding the Services provision. In case of the refusal to provide such information, the Company and the Advertiser have the right to cease the cooperation with the Affiliate both separately or collectively.
     • Be fully responsible for actions and omissions of Sub-Affiliates.
   • Under this Agreement and within the context of the Services provision Affiliate  shall not:
     • Be under the age of 18 (eighteen) years old;
     • Take any action that could reasonably cause any confusion as to the Company’s relationship with the Affiliate, or as to the Advertising space on which any transactions are occurring.
     • Violate third-party intellectual property rights in the Advertising campaign.
     • Change the Advertisement or Advertising platforms to be used without the authorization of the Advertiser.
     • Target the Advertising campaign to underaged and vulnerable persons.
     • Use email spamming as a way of Advertisement distribution. Advertising by email shall include the appropriate opt-out link.
     • Register yourself as a Sub-affiliate on the Platform should you have a non-dormant affiliate account already or in case you are a supervisor of an Affiliate’s account owned by an individual or a company you represent or may have some sort of access to.
     • Register two or more Affiliate accounts on the Platform. Should the need arise to have two or more Affiliate accounts, the Affiliate shall inform the Support Team and have a fact-based reason to have them.
     • Engage Sub-Affiliates without the authorization of the Advertiser.
     • Refer a User to the Advertiser’s platform with the use of misleading promises, actions, or functionality.
     • Offer a User the monies, prize, or some kind of reward for clicking on the Advertisement, visiting the Advertiser’s platform, or registering an account on the Advertiser’s platform, unless this reward or prize is agreed to and approved by the Advertiser.
     • Attempt to intercept or redirect (including, without limitation to user-installed software) traffic from or on any other Advertiser’s platform that participates in the Affiliate network without the specific authorizations of the Advertiser owning such Advertiser’s platform. 
     • Apply for a new Affiliate account if it previously had an account closed due to a breach of this Agreement.
     • Make any representations, warranties, or other statements concerning the Company or Advertiser or any of their respective products or services, except as expressly authorised herein.
   • If the Company has reasons to deem that the Affiliate has broken this Agreement or there are suspicions of fraud, the Company reserves the right to:
     • Hold the Affiliate’s payout for any timeframe until the issue is resolved, and/or;
     • Suspend any payments due to the Affiliate while the Company investigates any suspected breach, and/or;
     • Withhold payment of any Commission due to the Affiliate that has derived from the breach, and/or;
     • Retain the Commission until the debt is settled or invoice the cost incurred by such breach and/or;
     • Terminate the Agreement immediately.
   • If upon issue investigation the Company finds out that there is no breach, the Company shall pay the Affiliate all suspended or withheld payments. 

6. Payments & Commission
   • The Commission shall be paid to the Affiliate under the payment model and at the rate that is specified in the Offer or individually agreed by the Advertiser and Affiliate.
   • 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 the company certifies the provision and acceptance of the Services in full.
   • The Affiliate shall issue the invoice no later than 30 (thirty) calendar days after the end of the Settlement Period. The Company shall provide payment to the Affiliate within 30 (thirty) calendar days after receipt of the invoice.
   • The Affiliate shall be responsible for 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 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, and Webmoney), unless otherwise agreed by Parties.
   • If the Affiliate claims the Commission after 12 (twelve) months from the date of occurrence of this Commission, the Company reserves the right to pay this Commission within 6 (six) months after receiving the Affiliate’s claim.
   • The Company has the right to refuse to pay Commission for revenue generated from player accounts that the Company deems to be fraudulently “linked” to the Affiliate account in any way. This includes staff, family members, agents, and associates of the Affiliate and any related entity. If the Company deems the linked account activity to be fraudulent, we reserve the right to withhold funds from the Affiliate’s account. Any bespoke commission structures (reward plans) are subject to revision based on performance.
   • Minimal amount of Commission subject to payment by the Company :
     –  by wire transfer – no less than EUR 1.00 (one Euro);
     – by alternative payment method agreed by Parties via email or ticket – over EUR 100.00 (one hundred Euro).

7. Confidentiality
   • Except as otherwise provided in this Agreement or agreed with the Company, the Affiliate shall keep confidentiality of all information that has been accessible to the Affiliate in the context of participation in the Affiliate network and Services provision. These include but are not limited to the terms and conditions of the Services, any business, and financial information, list of Users, User’s personal data, pricing, and sales information concerning the Company, Advertiser(s), or other affiliates (“Confidential Information”). 
   • Affiliate shall use Confidential information solely for participation in the Affiliate network and provision of Services, extent that any such information is generally known or available to the public through a source other than Affiliate. Affiliate shall not use any information obtained to develop, enhance or operate a service that competes with the Platform, Advertiser’s platform, or assist another party to do the same.
   • 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.

8. Intellectual Property Rights
   • The Company is the sole and exclusive owner or authorized licensee of all rights, titles, and interests in all Intellectual Property Rights associated with all and any products and services offered by the Company. 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.
   • Nothing in this Agreement shall constitute any licence, assignment, transfer or any other rights of any Intellectual Property Rights to the Affiliate. 
   • The Company 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 the Company from time to time.
   • The Company is the sole owner of any and all Intellectual Property Rights (without limitation rights to Content, Advertising materials, databases, and Personal data) created pursuant to or in relation to this Agreement. 
   • Upon termination of the Agreement, the Affiliate shall return to the Company all proprietary material or information and, as the case may be, destroy in a manner acceptable to the Company all remaining copies of the same. 

9. Term and Termination 
   • This Agreement shall commence when the Affiliate receives a confirmation of successful registration on the Platform and shall be valid until terminated following the terms of this Agreement.
   • The Affiliate has the right to terminate this Agreement by the termination of the Affiliate’s account on the Platform. In such case, the Affiliate shall previously notify the Company (no later than 5 (five) business days) about the termination.
   • The Affiliate has the right to terminate its participation in any Offer. In such case, the Affiliate shall previously (no later than 2 (two) business days) notify the Company about the termination. 
   • The Advertiser has the right to terminate cooperation with a particular Affiliate if all payments for Services have been made unless the Affiliate has violated this Agreement, Offer, additional agreement with the Advertiser, applicable laws, and regulations.
   • The Advertiser reserves the right to remove its unaccepted Offer(s) at any time without any notifications. 
   • The Company has the right to terminate cooperation with the Affiliate at its sole discretion for any reason which the Company deems appropriate with or without prior notification.
   • Upon termination of the Affiliate’s participation in one or more Offers or Affiliate network for any reason, the Affiliate will immediately cease all use of and delete Advertising materials, and Confidential Information and will cease representing yourself as an Advertiser’s Affiliate for such one or more Offers. All rights to validly accrued payments, causes of action, and any provisions, which by their terms are intended to survive termination, shall survive any termination.
   • Upon the termination of the Agreement the Affiliate shall send an invoice and the Company shall pay all outstanding invoices within the agreed period for the Services provided before the termination date.

10. Personal data protection
    • We notify you that we process Personal data of Affiliates or their representatives within the context of your use of the Platform. Be aware of the Company’s privacy practices and find out more in our Privacy Notice available at Privacy Notice.
    • The Company and each Affiliate shall be independent Controller for the Personal Data they hold and are not joint data controllers under Data Protection Laws.
    • The Company and each Affiliate shall in particular but not limited to:
      • Comply at all times with its responsibilities and obligations under the applicable Data Protection Laws, including but not limited to fair and lawful Processing, data retention and deletion, and safeguarding data subjects’ rights, and shall be individually and separately responsible for complying with their obligations as Controllers under Data Protection Laws;
      • Cooperate  to set out the requirements to meet relevant obligations of Data Protection Laws (for example in respect of data portability, subject access, lawful access requests, and requests for rectification, amendment, and disposal);
      • Comply with the provisions of this Agreement and shall not perform any of its obligations under this Agreement in such a way as to cause the other Party to breach any of its obligations under Data Protection Laws;
      • In the event, either party becomes aware of an actual or suspected Security Breach, notify the other affected Party within 48 hours of identification of the breach and consult with one another about such steps as may reasonably be necessary or appropriate to investigate, mitigate and remediate the breach and otherwise to discharge their respective obligations under applicable Data Protection Laws.
    • 1.The Company may agree from time to time to provide certain Personal Data to the Affiliate for the sole purpose of enabling the Affiliate to verify the Commission paid or payable by the Company (“Company Data”). In relation to such Company Data, the Parties undertake to comply with the terms and conditions set out in Annex 1.

11. Indemnification
    • Without prejudice to any other indemnity contained in this Agreement, Affiliate shall indemnify and keep indemnified the Company from and against all liabilities and amounts, including all:
    • Costs (including legal costs), claims, demands, actions, settlements, ex-gratia payments, charges, procedures, expenses, losses, and damages (including relating to material or non-material damage, which includes emotional distress);
    • Loss or damage to reputation, brand, or goodwill; and 
    • To the extent permitted by applicable laws and regulations:  (i) administrative    fines, penalties, sanctions, liabilities, or other remedies imposed by a supervisory authority; (ii) compensation paid to a data subject; and (iii) the costs of compliance with investigations by a supervisory authority, suffered or incurred by, awarded against or agreed to be paid by the Company, arising from or in connection with any breach by the Affiliate of this Agreement.

12. Changes & Updates to the Agreement
    • The Company reserves the right to change and update this Agreement at any time without providing you with any notification. The current version of this Agreement will be applicable at the time of posting on the Platform. It is your obligation to monitor changes and updates to this Agreement. You shall terminate your participation in the Affiliate network on the Platform if you are not agreeing with any changes or updates. Your subsequent use of the Platform confirms that you understand and accept the current version of this Agreement.

13. Disclaimers

THE PLATFORM AND LINKS, AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF THE COURSE OF DEALING, USAGE, OR TRADE. THE COMPANY DOES NOT WARRANT THAT THE PLATFORM OR LINKS WILL MEET ANY SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PLATFORM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. THE COMPANY EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF AN ADVERTISER OR THEIR PRODUCTS OR SERVICES. THE COMPANY DOES NOT GUARANTEE THAT THE AFFILIATE WILL OBTAIN ANY SPECIFIC REMUNERATION.

14. Limitation of liability

YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE PLATFORM ON CONTENT IS TO STOP USING THE PLATFORM, EXCEPT OTHERWISE PROVIDED UNDER APPLICABLE LAW.

IN NO EVENT WILL THE COMPANY, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (B) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE PLATFORM.

15. Applicable legislation & Dispute Resolution
    • This Agreement shall be governed by, construed, and interpreted under the legislation of the Republic of Cyprus. The relationships between the Company and its Affiliates shall be regulated by the legislation of the Republic of Cyprus.
    • In case of any controversial situations, the Company is always ready to consider the  Affiliate’s arguments and approach to solving the current problem justly and honestly for both sides. The Company will make all reasonable business efforts to reach an out-of-court settlement. If an out-of-court settlement is impossible, such cases shall be subject to the exclusive jurisdiction of the courts of the Republic of Cyprus.

Annex 1 

DATA PROCESSING AGREEMENT

1. Definitions and interpretations.
   • References to the Affiliate that follow this section 1 are references to the Affiliate and any other parties acting under its authority.
   • Unless otherwise provided: (a) a reference to a defined term which is not defined in this Annex 1 (“DPA”), shall have the meaning given to it in the Agreement; and (b) unless otherwise provided the words and expressions defined in, and the rules of interpretation of, the Agreement shall have the same meaning in this DPA.

2. Relationships of the parties
   • The Parties acknowledge that the Affiliate acts in the capacity of the Processor in relation to its Processing of Company Data which has been made available to the Affiliate by the Company (whether directly or indirectly) to verify the Commission paid or payable by the Company.
   • The scope, purpose, and duration of the Processing (including the type of    Company Data and categories of data subjects) covered by this DPA are set out in Appendix A.

3. Processor’s obligations
   • Affiliate shall comply with and Process all Company Data in accordance with applicable Data Protection Laws.
   • Affiliate shall immediately notify the Company about any circumstances where it is unable to comply with the Data Protection Laws or any actual or potential changes to the Data Protection Laws, which affect the Affiliate’s ability to comply with its obligations under this DPA. Where the Affiliate is subject to any changes or circumstances under this section, Company will have the right to suspend the Processing until the Processing is adjusted in such a manner that the non-compliance is remedied. To the extent such adjustment is not possible, Company shall have the right to terminate the relevant part of the Processing by the Affiliate.

4. Instructions
   • The Affiliate shall only process Company Data on documented (including by email) instructions of the Company in such a manner as and to the extent that this is appropriate for the verification of the Commission paid or payable by the Company. The Affiliate shall never process Company Data in a manner that is inconsistent with the Company’s instructions. The Affiliate shall immediately inform the Company if, in its opinion, an instruction infringes Data Protection Laws and await further instructions from the Company.
   • The Affiliate shall not Process Company Data for its own purposes or include Company Data in any product or services offered to third parties, or carry out any further research, analysis, or profiling activity involving the use of any part of Company Data.

5. Confidentiality of the processing
   • Without prejudice to any existing contractual arrangements between the Parties, Affiliate shall treat all Company Data as strictly confidential and it shall inform all its employees, agents, and/or approved sub-processors who may have access to the Company Data (“Authorised Person”) of the confidential nature of the Company Data. Affiliate shall ensure in each case that access is strictly limited to that Authorised Person who needs to know or access the relevant Company Data, as strictly necessary for the purposes of the Agreement, and to comply with Data Protection Laws in the context of that Authorised Person’s duties to the Affiliate, ensuring that all such Authorised Persons have signed an appropriate confidentiality agreement, are otherwise bound to a duty of confidentiality, or are under an appropriate statutory obligation of confidentiality.

6. Security
   • Taking into account the state of the art, the costs of implementation, and the nature, scope, context, and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, without prejudice to any other security standards agreed upon by the Parties, the Affiliate shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk (as specified in Article 32 of the EU General Data Protection Regulation) and in accordance with best industry practices to protect data from a Security Breach.
   • Parties acknowledge that security requirements are constantly changing and that effective security requires frequent evaluation and regular improvements of outdated security measures. The Affiliate will therefore evaluate the measures as implemented in accordance with this section 6 on an ongoing basis and will tighten, supplement and improve these measures in order to maintain compliance with the requirements set out in this section 6.

7. Transfers of personal data
   • The Affiliate may only transfer Company Data in the circumstances set out in section 11 of this DPA. Except as set forth above, or as the Company may otherwise authorise, the Affiliate will not transfer to any Company Data.
   • The Affiliate (or any sub-contractor) shall not transfer the Company Data outside of the European Economic Area (“EEA”) unless (i) Company has provided its written approval to such transfer as set out in this DPA, or (ii) it has taken such measures as are necessary to ensure the transfer is in compliance with Data Protection Laws. Such measures include transferring the Company Data to a recipient (a) in a country that the European Commission has decided provides adequate protection for personal data, (b) that has achieved binding corporate rules authorisation in accordance with Data Protection Laws, or (cc) that has executed standard contractual clauses adopted or approved by the European Commission.
   • Where the Company (as opposed to the Affiliate or sub-contractor) is the exporting entity, the Affiliate shall procure that the entity receiving the Company Data pursuant to this section 7.2, enters into standard contractual clauses with the Company (or such other mechanism as the Company shall elect) prior to any such transfer taking place. Where the Affiliate is itself the importing entity receiving the Company Data, it shall itself enter into the standard contractual clauses with the Company (or such other mechanism) under this section.

8. Security breaches
   • If it becomes aware of or reasonably suspects a Security Breach, the Affiliate shall (i) inform the Company without undue delay (and in any event within twenty-four (24) hours); 
     (ii) provide detailed information and cooperation to the Company (including making available an appropriately qualified individual to discuss any concerns or questions the Company may have) by sending an email to [email protected] so that the Company can fulfil any data breach reporting obligations it has under (and in accordance with the timescales required by) Data Protection Laws; 
     (iii) take such necessary measures and actions to mitigate the effects of and to minimise any damage resulting from the Security Breach; and (iv) keep the Company informed of all material developments in connection with the Security Breach and execute a response plan to address the Security Breach.

9. Data subject rights
   • Affiliate shall immediately forward to the Company and otherwise cooperate with and assist the Company (at no charge) to enable the Company to respond to : 
     (i) any request from a data subject to exercise any of its rights under Data Protection Laws (including its rights of access, correction, objection, erasure, and data portability, as applicable); and 
     (ii) any other correspondence, enquiry, or complaint received from a data subject, regulator, or another third party in connection with the Processing of the Company Data. In the event that any such request, correspondence, enquiry, or complaint is made directly to the Affiliate, the Affiliate shall promptly inform the Company providing full details of the same.

10. Records of processing activities
    • The Affiliate shall maintain a record of all categories of Processing activities carried out on behalf of the Company under this DPA.

11. Sub – processing
    • Affiliate shall not subcontract any of its service-related activities consisting   (partly) of the Processing of the Company Data or requiring Company Data to be Processed by any third party without the prior written approval of the Company.
    • Affiliate shall remain fully liable vis-à-vis the Company for the performance of any such sub-processor that fails to fulfil its data protection obligations, including any acts or omissions of the sub-processor in regard to its Processing of Company Data.
    • Affiliate shall ensure that sub-processors are bound by a written contract including terms that offer at least the same level of protection for Company Data as those set out in this DPA. Affiliate shall provide copies of documentation to evidence its compliance with this provision to the Company on request.

12. Deletion or return
    • Affiliate shall promptly delete (for the avoidance of any doubt, “delete” here means to remove or obliterate Company Data such that it cannot be recovered or reconstructed), procure the deletion of all copies of Company Data, and cease Processing such Company Data after the business purposes for which the Company Data was Processed have been fulfilled, or earlier upon Company’s written request. Affiliate shall provide the Company with written confirmation of destruction/deletion of Company Data.
    • Company may in its absolute discretion by written (including by email) notice to Affiliate require Affiliate to (a) return a complete copy of all Company Data to the Company by secure file transfer in such format as is reasonably notified by the Company; and (b) delete and procure the deletion of all other copies of Company Data.

13. Assistance
    • Affiliate shall provide assistance to the Company with any data protection impact assessments, and prior consultations with (or notifications to) supervisory authorities, which the Company reasonably considers to be relevant according to Data Protection Laws.
    • Affiliate shall provide the Company with all reasonable assistance in complying with its obligation under Data Protection Laws to implement and maintain appropriate technical and organizational security measures in relation to the Processing of Company Data.

14. Indemnity
    • Without prejudice to any other indemnity contained in the Agreement, Affiliate shall indemnify and keep indemnified the Company from and against all liabilities and amounts, including all: 
      (a) costs (including legal costs), claims, demands, actions, settlements, ex-gratia payments, charges, procedures, expenses, losses, and damages (including relating to material or non-material damage, which includes emotional distress); 
      (b) loss or damage to reputation, brand, or goodwill; and 
      (с) to the extent permitted by applicable laws and regulations: 
      (i) administrative fines, penalties, sanctions, liabilities, or other remedies imposed by a supervisory authority;
       (ii) compensation paid to a data subject; and 
      (iii) the costs of compliance with investigations by a supervisory authority, suffered or incurred by, awarded against or agreed to be paid by the Company, arising from or in connection with any breach by the Affiliate of this DPA or Data Protection Laws.

Appendix A

Subject matter, purpose, and nature of the Processing	Processing of Company Data to the extent necessary for verification of the Commission paid or payable by the Company under section 6 (Payments & Commission) of the Agreement.
Duration of the Processing	The period of the Agreement
Type of Personal Data	Company Data, consisting of online identifiers (user ID’s), traffic information, data analytics
Categories of data subjects	New Customers of the Company linked to the Affiliate
Rights and obligations of the Company	Rights and obligations of the Company are set out in the Agreement including Annex 1 (Data Processing Agreement)