1.1. These Terms and Conditions are a contract between you (“User,” “you” or “your”) and Affiliedge (“we”, “us”, “our” or “Company”), and applies to your use of the Services. By utilising our Services, you must read, agree with and accept all of the terms and conditions contained in these Terms. These Terms and Conditions are provided to you and concluded in English. You agree that any use by you, directly or indirectly, of the Services shall constitute your acceptance of the Terms.
1.2. These Terms and Conditions govern your use of the Services and constitute the legal relationship between you and us. For the use of additional services, if any, you may have to accept additional terms and conditions as notified to you when you are ordering or using such services.
1.3. It is recommended that you print out or otherwise save a copy of these Terms for your own perusal and safe-keeping. For the avoidance of doubt, the version displayed on the website shall always be the most recent version and shall be the only one applicable. We reserve the right to update, change or replace any part of these Terms and Conditions by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes.
2. BACKGROUND / RECITALS
2.1. Affiliedge is an online Publisher network which specialises in lead generation and offers a channel for Publishers and Advertisers alike whereby Publishers will use our marketing tools to promote offers provided by Advertisers which have registered with us to generate Leads which will then be bought by the Advertisers.
There are several key terms in these Terms and Conditions which are defined as follows:
“Account” means your personalized access to the Site
“Advertiser/s” means You, who provides us with promotions and other information as may be requested by us in order to generate the necessary Marketing Tools for Publishers to promote such offers;
“Amendment” shall have the meaning given in Clause 14;
“Customer Service” shall mean our customer support which can be accessed online, by accessing the contact us link on the Site;
“Data” shall mean the personal Lead information which is gathered from the Publisher;
“Information” means any confidential and/or personally identifiable information or other information related to an account or Lead, including but not limited to the following: name, email address, location of business, phone number, marketing information, phone number, passwords, login credentials and financial information;
“Leads” means details pertaining to potential players which have expressed an interest in the offers of the Advertisers being marketed.
“Marketing Tools” means any and all landing pages, mailers, banners, links, text-links and websites which have been created and developed by the Company and includes the customised integration as may be required.
“Service” or “Services” refers to one or more of the following, as the case may be:
i. use of the Site;
ii. use of the Marketing Tools;
iii. use of the Leads generated by the Publishers; and
iv. services ancillary to the above.
“Publisher/s” means You, who uses the Marketing Tools with the intention of Lead generation;
“Site” shall mean www.affiliedge.com which is owned and operated by the Company;
“Terms” or “Terms and Conditions” mean the terms herein including all subsequent Amendments or any future modifications.
4. PUBLISHERS UTILISING THE SERVICES
4.1. In order to use the Services, you must subscribe to our Services through the website www.affiliedge.com . We will set up your Account and login details if and when one of the account managers has approved the Account. Until such time, the Account is pending and the Services may not be used.
4.2. In order to make use of the Services, you may be asked to verify your identity and/or credentials.
4.3. Once the Account is approved, an automated e-mail will be sent to you with your username and an automated password which may subsequently be changed. It is suggested that the password is changed following the receipt of the automated e-mail.
4.4. Following the first login to the Account, you will receive a message requesting you to approve these Terms and Conditions in the form of a pop-up box which you must agree to in order to proceed with use of the Services.
4.5. This pop-up box will also appear every time an amendment of these Terms and Conditions shall come into force as of the day it is published on the Site.
4.6. Following the first login, you may then begin utilising the Services, choosing from the available Marketing Tools to promote.
4.7. By using the Services, you are authorising the Company to use the Information you provide:
4.7.1. To further carry out the Services including but not limited to forwarding necessary Information to you and to provide you with information of products and services available to you such whether provided by the Company or otherwise;
4.7.2. To provide you with further Information about goods and services which at our own discretion, are related to your usage of our Services;
4.7.3. To modify the content of our platform to be presented in a manner which, in our own discretion, would facilitate the provision of the Services;
4.7.4. For the internal operations of our Site which includes but is not limited to data analysis, statistics, research, troubleshooting and testing; or
4.7.5. As a security measure.
4.8. Information about you may be shared with our subsidiaries, holding companies and its subsidiaries.
4.9. Information about you may be shared with selected third parties such as business partners for the performance of our Services and analytics and search engine providers in order to increase the reach of our site.
4.10. In the event that the Company is sold to third parties, we may disclose your personal data to the prospective buyer.
4.11. We may disclose your personal Information to comply with any legal obligation, to apply our Services, or to protect the rights and safety of the Company, or our customers.
4.12. If, in our sole discretion, there is reasonable possibility that your use of the Services will leave us open to liability, your Account may be blocked and we may prohibit you from further accessing the Site.
5. ADVERTISERS USING THE SERVICE
5.1. In order to use the Services, you must subscribe to our Services by contacting us.
5.2. In order to make use of the Services, you may be asked to verify your identity and/or credentials.
5.3. By using the Services, you are authorising the Company to use the Information you provide:
5.3.1. To further carry out the Services including but not limited to forwarding necessary Information to you and to provide you with information of products and services available to you such whether provided by the Company or otherwise;
5.3.2. To provide you with further Information about goods and services which at our own discretion, are related to your usage of our Services;
5.3.3. To modify the content of our platform to be presented in a manner which, in our own discretion, would facilitate the provision of the Services;
5.3.4. For the internal operations of our Site which includes but is not limited to data analysis, statistics, research, troubleshooting and testing; or
5.3.5. As a security measure.
5.4. Information about you may be shared with our subsidiaries, holding companies and its subsidiaries.
5.5. Information about you may be shared with selected third parties such as business partners for the performance of our Services and analytics and search engine providers in order to increase the reach of our site.
5.6. In the event that the Company is sold to third parties, we may disclose your personal data to the prospective buyer.
5.7. We may disclose your personal Information to comply with any legal obligation, to apply our Services, or to protect the rights and safety of the Company, or our customers.
5.8. If, in our sole discretion, there is reasonable possibility that your use of the Services will leave us open to liability, your Account may be blocked and we may prohibit you from further accessing the Site.
6.1. In order to enjoy the Services, payment may be required depending on the Services being made use of, to be determined on a case by case basis and which may be revised at our discretion by giving you notice of such changes.
6.2. In the cases where payment is required, termination of the Service for any reason will not entitle You to obtain any refund relating to the Services.
6.3. Notwithstanding Article 6.2, the Company shall be entitled to demand reimbursement of any and all payments made by the Company to You where these Terms and Conditions are terminated in accordance with Clause 7.2.
7. TERMINATION OF THE SERVICE
7.1. You may stop using our Services at any time, however, any payments to us shall not be reimbursed.
7.2. Any breach of these Terms and Conditions will entitle the Company to automatically terminate the Service and our relationship with you at the Company’s discretion.
7.3. In the event that we suspect that your credentials have been accessed without your authorisation, we may also suspend, or limit, your access to the Service. If we otherwise limit access to the Service, we will provide you with notice and opportunity to request restoration of access if appropriate.
7.4. For the avoidance of doubt nothing shall prohibit the Company from ceasing the provision of the Services or the continued maintenance of the platform should they deem it is no longer beneficial to continue doing so.
8. USER’S REPRESENTATIONS AND WARRANTIES
In order to be eligible to use our Services, you represent and warrant that all of the following are true of you from your entry into these Terms until the termination of their application to you:
8.1. You are residing in a country which allows the use of our Services without any reservations;
8.2. If you are a legal person (eg. corporation, limited liability company, etc.) you are duly incorporated and validly existing under the law of the domicile and have the legal capacity to enter into these Terms to perform the obligations represented within it;
8.3. If you are an individual, then you do not require the consent or approval of any other person or entity to enter into a contractual relation with us and make use of our Site and Services;
8.4. You do not permit or authorise any other person or entity to use our Service with your information;
8.5. Every individual user must have his/her own credentials. For avoidance of doubt, no sharing of accounts is permitted. You will request us for additional users whenever you require additional users.
8.6. You maintain our value and reputation to the best of your ability;
8.7. You do not use the Services for any activities considered fraudulent, criminal or illegal under any laws or regulations in any applicable jurisdiction;
8.8. You transmit to us only information and data that has been collected and transmitted in full compliance with all applicable personal information laws, such as applicable laws concerning the storage or transfer of personal information, including, but without limitation, Regulation (EU) 2016/679 of the European Parliament and of the Council 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);
8.9. You will refrain from using abusive and vulgar language whether through email, phone or live chat and maintain professional conduct at all times with us and parties you contact through the use of our platform and Services. Abusive conduct will not be tolerated and could result in suspension of your access to the Service;
8.10. You are in all material respects in compliance with and have at all times been, to such extent, compliant with, and are not in material default or violation in any respect of any applicable law (including any regulation, permit or ordinance affecting any aspect of your business operation);
8.11. That the information provided to us is correct to the best of your knowledge and that you have all necessary authorisation to provide such information.
9. OUR REPRESENTATIONS AND WARRANTIES
9.1. The Site, the Services and the information and any content contained herein are provided “as is” and “as available”, without warranty or condition of any kind, either express or implied. Without limitation of the foregoing, the Company, and its subsidiaries, agents and their respective employees, contractors, directors, officers and shareholders, specifically disclaim any and all warranties, including but not limited to: 1) any warranties concerning the availability, accuracy, integration, appropriateness, reliability, completeness or timeliness, usefulness, arising from trade usage or course of dealing or course of performance, or otherwise of this Site, or content thereon; 2) any warranty that this Site, e-mail correspondences and any other websites belonging to us will be secure, uninterrupted, not delayed or suspended, unchanged, virus/malware free or error free; and 3) the implied warranties of quiet enjoyment, merchantability, merchantable quality, fitness for a particular purpose, title, informational content, non-interference and non-infringement.
9.2. We make no warranties that the materials and provisions made available to you are appropriate for any and all countries which you might be making use of the Services from. You are responsible to ensure compliance with the applicable laws of the jurisdictions You target.
9.3. In the event that we provide or display any third-party hyperlinks or URLs they would only be provided by means of your convenience and we are not responsible in any way for such third-party websites or any material contained within.
9.4. We acknowledge that the data being inputted by you on the Site during the use of our Services is the exclusive property of the user. Nonetheless, you agree that where support is requested from us, such is to be requested in writing through the help desk facility made available by us and in doing so the client consents that such data is made available to us. You agree that we shall not be held liable in any manner whatsoever in the eventuality that data is lost or is misplaced in the public domain. However, we will make use of all reasonable means in order to ensure that such data remains confidential and protected at all times.
9.5. We agree to act at all times in good faith and in conformity with the spirit of the purposes of these Terms.
10. PRINCIPAL OBLIGATIONS OF THE USER
10.1. You must take all reasonable steps to keep your Information safe at all times and never disclose them to anyone. We will never ask you to provide your password to us or to a third party. Any message you receive or website you visit that asks for your password, other than the Site, should be reported to us. If you are in doubt whether a website is genuine, you should contact Customer Service. We advise to change your password/s regularly in order to reduce the risk of a security breach in relation to your Account. You must never allow anyone to access your Account or watch you accessing your Account.
10.2. If you have any indication or suspicion of your Account, login details, password or other security feature being lost, stolen, misappropriated, used without authorisation or otherwise compromised, you are advised to change your password/s. You must contact Customer Service without undue delay on becoming aware of any loss, theft, misappropriation or unauthorised use of your Account, login details, password or other security features. Any undue delay in notifying us may not only affect the security of your Account but may result in you being liable for any losses as a result. If you suspect that your Account was accessed by someone else, you should also contact any relevant authorities to report the incident.
10.3. We may suspend your access to the Services or otherwise restrict its functionality on reasonable grounds relating to the security of the Services or any of its security features or if we reasonably suspect that an unauthorised or fraudulent use of the Services has occurred or that any of its security features have been compromised. We will notify you of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed, unless notifying you would be unlawful or compromise our reasonable security interests. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.
10.4. All reasonable care must be taken to ensure that your e-mail account(s) are secure and only accessed by you, as your e-mail address may be used to reset passwords or to communicate with you about the security of your Account or your login details. In case any of the e-mail addresses registered with your Accounts are compromised, you should, without undue delay after becoming aware of this, contact Customer Service and also contact your e-mail service provider.
11. RESTRICTED ACTIVITIES
11.1. In connection with your use of the Services, you agree that you or any other party will not:
b) Breach any law, statute, contract, or regulation;
c) Infringe our or any other Account holder’s copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy;
d) Provide false, inaccurate or misleading Information;
e) Use the Services for any unlawful, invasive, infringing, defamatory or fraudulent purpose;
f) Act in a manner that is offensive, defamatory, libellous, unlawfully threatening or unlawfully harassing;
g) Permit or enable sharing of accounts,
h) Copy, reproduce, communicate to any third party, alter, modify, create derivative works, publicly display or frame any content from the Site without our or the respective third party’s written consent;
i) Take any action that may cause us to lose any of the services from our third-party service providers;
j) Reveal your Account password/s or username/s to anyone else, nor may you use anyone else’s password or username. We are not responsible for losses incurred by you including, without limitation, the use of your Account by any person other than you, arising as the result of misuse of passwords;
k) Do, or omit to do, or attempt to do or omit to do, any other act or thing which may interfere with the proper operation of the Service or activities carried out as part of the Services or otherwise than in accordance with the terms of these Terms.
12. LIMITATION OF LIABILITY
12.1. In relation to Advertisers, in the event of a claim arising from a payment that was incorrectly executed or not properly authorised as the case may be, we shall at your request immediately refund the payment amount. This shall not apply:
a) Where the claim arises from your failure to keep security information of your Account, such as usernames, passwords, or codes secure in which case you shall remain liable;
b) If you fail to notify us without undue delay of any loss of your password/username/code or other event that could reasonably be expected to have compromised the security of your Account after you have gained knowledge of such event in which case you shall remain liable for losses incurred up to your notification to us. For the avoidance of doubt, You shall not be liable for any losses incurred after proper notification to us is made;
c) In case the payment was unauthorised but you have compromised the security of your Account with intent or gross negligence in which case you shall be solely liable for all losses;
d) You fail to dispute and bring the unauthorised or incorrectly executed payment to our attention within three (3) months from the date of the payment;
e) In the event that the unauthorised payment results from the fraudulent act or gross negligence on the Your part.
12.2. If an Advertiser requests a refund in terms of this Clause 12, we shall, within twenty (20) business days, either refund the full amount of the payment to the Advertiser or provide the Advertiser with justification for refusing to provide the refund and shall indicate where the User may contest such decision if he is not satisfied with the justification given.
12.3. In relation to Publishers, in the event of a claim made by the Company arising from a payment that was incorrectly executed or not properly authorised as the case may be, or if the Company has reasonable suspicion to believe that any payment was not rightfully due to You in light of fraudulent behaviour or due to a breach of any of the terms and conditions set out herein, or not rightfully due to You due to reasons which have been justified in writing by the Company, You shall, at Our request, immediately, and in all cases no later than Twenty (20) days following Our request, refund the payment amount.
12.4. In any case we shall not be liable for any disruption or impairment of our Service or for disruptions or impairments of intermediary services on which we rely for the performance of our obligations hereunder, provided that such disruption or impairment is due to abnormal and unforeseeable circumstances beyond our reasonable control or the control of the intermediary affected.
12.5. We shall not be liable, to the full extent permitted by law, for any impossibility to use the product, direct, indirect, special, incidental or consequential loss or damage or to any damage to any person or property, including but not limited to loss of profit, loss of business and loss of reputation. We shall not be liable for any losses arising from our compliance with legal and regulatory requirements.
12.6. Our obligation under these Terms is limited to providing you with our Services. Included in the Service are a number of promotions provided to us by Advertisers. We do not make any statement in relation to or endorsement of the quality, safety, accuracy or legality of any goods or services provided by such third parties.
12.7. We attempt to be as accurate as possible. However, we do not warrant that any offer, bonus or other content of this site is accurate, complete, reliable, current, or error-free. If a product offered by us is not as described, your sole remedy is to refrain from using our Services, Site, including any other form of media curated by us.
12.8. You agree to defend, reimburse or compensate us and hold us and our other companies in our corporate group harmless from any claim, demand, expenses or costs (including legal fees, fines or penalties) that we incur or suffer due to or arising out of your or your agents’ breach of these Terms, breach of any applicable law or regulation and/or use of the Services.
12.9. You agree that notwithstanding the above provisions, the maximum amount of liability which We can incur shall not exceed the following:
12.9.1. In the case of Advertisers, an amount equal to the average monthly payments made by the relevant Advertiser calculated on the last three (3) months immediately preceding the event giving rise to liability; and
12.9.2. In the case of Publishers, an amount equal to the average monthly payments made to the relevant Publisher calculated on the last three (3) months immediately preceding the event giving rise to the liability.
12.10. You agree that we shall not be held liable in any manner whatsoever in the eventuality that data is lost or is misplaced in the public domain.
12.11. The provisions in this Clause 11 shall survive termination of the relationship between you and us.
13. FORCE MAJEURE
13.1. We shall not be liable for any economic loss, delay or failure in performance of any part of this agreement to the extent that such loss, delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, governmental requirements, civil and military authority, act of God, civil unrest, data trespass, inability to secure materials or labour, action of the User or any other cause beyond our reasonable control.
14.1. We may at any time amend, delete or add to these Terms and Conditions, by giving notice of such Amendment by as provided for in Clause 4. An Amendment will be made unilaterally by us and you will be deemed to have accepted the Amendment after you have received notice of it and continued to make use of the Services without lodging any objection to the Amendment.
14.2. Furthermore, you acknowledge that we can amend, delete or add any feature to the Site and to the Services at any time within our discretion without the need to provide prior notice to you.
14.3. If you do not accept an Amendment, you must stop using the Services and inform us in an appropriate manner. If you do not object to an Amendment by discontinuing your use of the Services, you will be deemed to have accepted it. While you may stop the use of the Services at any time please note that you may still be liable to us after you terminate these Terms for any liabilities you may have incurred and are responsible for prior to terminating these Terms.
15. INTELLECTUAL PROPERTY RIGHTS
15.1. The User acknowledges that any and all of the copyright, trademarks, trade names, patents and other intellectual property rights subsisting in or used in connection with the Services shall be and shall remain the sole property of the Company or the Advertiser as may be identified from time to time. No User shall, throughout the duration as well as after the termination of these Terms (whether in whole in part), question or dispute such ownership.
15.2. The Parties agree and acknowledge that these Terms provides the User with a right to use our Marketing Tools but not to use or in any other way expose any of our other intellectual property unless otherwise specifically agreed to in writing. In the event the User reasonably needs to use intellectual property owned by us, the User shall submit a written request containing the reasoning for the same to us.
15.3. You acknowledge and agree that we may freely use any suggestions and improvements related to Affiliedge, the Site and the Services that you may provide. To the respect that such suggestions or improvements relate to an integrated part of the Services, the Site and/or Affiliedge, the intellectual property rights therein shall vest in the Company.
16.1. Whenever possible, each provision of these Terms shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of these Terms is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of these Terms.
17.1. The interpretation of these Terms and Conditions shall not be affected by its headings.
18. ENTIRE AGREEMENT
18.1. These Terms, as well as other policies that may be communicated to you, contain the entire agreement between you and us and supersedes all or any previous agreements, whether oral or in writing, made between you and us hereto strictly with regards to the subject matter hereof.
19. APPLICABLE LAW AND JURISDICTION
19.1. These Terms and Conditions shall be governed and construed in accordance with the laws of Malta.
19.2. The Parties hereby undertake and agree that any dispute, controversy or claim which any of them may have under or relating to this Agreement (including, without limitation, any dispute, controversy or claim relating to the existence, validity or termination of this Agreement) which shall not be possible to resolve amicably, shall be referred to the exclusive jurisdiction of the courts of Malta.
These terms and conditions were updated on the 20th of June 2017. We retain the right to amend our Terms and Conditions at any time as set out in Article 14. Any new change shall apply from the date we publish them.
If You have any questions or comments feel free to contact us at firstname.lastname@example.org