This document constitutes the Terms and Conditions (the "Agreement'), which governs your participation as a member (the "Affiliate") of the Affloop Affiliate Network (the "Program” or “Affiliate Program"). The Affiliate covenants and agrees to be bound by this Agreement, other Annexes which may be attached as well as any amendments which can be made by Plucky Affluent Limited ("Affloop") from time to time.
Parties involved
Plucky Affluent Limited (“Affloop”), a company registered in Hong Kong, whose registered office is at RM 2A 14/F Chun Wo Comm Ctr. 23-29 Wing Wo St. Central. Hong Kong. Tax Nº 67207247.
The Affiliate´s corporate information shall be appointed in the respective Affiliate Program.
Whereas
Affloop ´s main activity is to place Ads/employ a broad range of advertising strategies to create marketing campaigns tailored to their clients’ needs throught Affloop ´s Affiliate Network.
Affloop requires that Affiliate (you) to adhere to the following Terms and Conditions. In participating in any Affloop advertising or marketing campaign, Affiliate fully accepts and agrees to the Terms and Conditions as set out in this document.
Affloop agrees the Affiliate to display and distribute Ads, as well as to use Affloop Code and System solely for purposes of receiving and displaying Ads in accordance with the terms and conditions of this Agreement.
It is agreed in consideration of the mutual covenants contained herein:
Definitions
“Ad” means a text-based, graphical, interactive, rich media, social, e-mail, video or other online advertisement.
“Affiliate” means the legal entity specified on the Purchase Order as the vendor of inventory, by which Affloop can place Ads on Affiliate Properties for viewing by End Users. Affiliate can mean either a Revenue Share Affiliate or a Metric Affiliate as appropriate.
“Affiliate Property” means a web site or an application of the Affiliate who elects to allow Affloop to place Ads on such web site or application for showing such Ads to the Affiliate’s End Users.
“Agreement” means these Terms and Conditions for Affiliate together with the associated Purchase Order.
“Client or Affiliate” means a client of Affloop under this Agreement.
“Sub-Affiliates” means an idependent third party contracted by the Affiliate.
“The Program” means
“Affloop” means Plucky Affluent Limited, as identified herein, as the purchaser of inventory for its own account, by which it can place Ads on Affiliates Properties.
“Affloop Code” means the software provided by Affloop to Affiliate for installation on the Affiliate Properties allowing Affiliate to properly display the Ads.
“Affloop Data” has the meaning described herein.
“Behavioral Data” means Collected Data collected for the purpose of Behavioral Targeting. Behavioral Data describes historical End User activity (e.g., pages visited, content viewed, searches, clicks and purchases) and is anonymized such that it cannot uniquely identify an End User.
“Behavioral Targeting” shall mean the use of Behavioral Data to generate a segment that is used to match an advertising creative to users or the use of commercially available segments on ad exchanges to match an advertising creative to users.
“Collected Data” means all End User and other information gathered in combination with the placement of the Ad on Affiliate Properties. Collected Data may either be collected automatically or may be voluntarily provided by End Users (e.g., survey responses or contact information).
“Effective Date” means date of signature of the Purchase Order.
“End Users” means users of the Affiliate Property.
“Fees” means those certain fees indicated in the associated Purchase Order.
“Metadata” means the information relating details about a particular piece of video content. As an example, this information typically includes descriptive elements like name, title, creation date, upload date, criteria related to each frame (people, places, objects, dialogue, subject matter, etc.) or larger business concerns such as rights management (geographical/regional restrictions, music issues, content, etc.) or content related details (like characters, actors, scene details, locations, behavioral information, etc.)
“Metric Affiliate” means, with respect to a Purchase Order, a Affiliate that is not a Revenue Share Affiliate. A Metric Affiliate can be paid on a CPM (cost per thousand impressions) basis, a CPC (cost per click) basis, a CPA (cost per action) basis, etc. as specified in the Purchase Order, but is not paid on a revenue share basis.
“Party” in the context of this Agreement means either Affloop or Affiliate; “Parties” means both Affloop and Affiliate cumulatively.
“Purchase Order” means an order for Affloop to purchase inventory on an Affiliate Property on which to place Ads.
“Revenue Share Affiliate” means with respect to a Purchase Order, an Affiliate r paid on a revenue share basis with Affloop.
“System” means Affloop’s proprietary system and related tools that may perform any of the following functions: Ad trafficking, optimizing Ad delivery, Ad serving, billing and reporting, business intelligence, real time auctions or network operations.
Other definitions not provided herein shall be interpreted in accordance with the uses of the specific sector.
Agreement
License: Affloop grants the Affiliate hereby a non-exclusive, non-transferable, non-sublicensable license, during the Term of the Agreement, to display and distribute Ads and use Affloop Code and System solely for purposes of receiving and displaying Ads in accordance with the terms and conditions of this Agreement.
Affiliate agrees not to (i) use or authorize use of the System for any purpose not specified in this Agreement; (ii) copy, transfer, sell, lease, syndicate, sub-syndicate, lend, or use for co-branding, timesharing, service bureau, arbitrage or other unauthorized purposes the System or access thereto or the Affloop Code; (iii) modify, prepare derivative works of, translate, reverse engineer, reverse compile, disassemble the Affloop Code or any portion thereof; or (iv) attempt to do any of the foregoing.
Use of Affloop ´s System: Affloop shall give Affiliate access to its System, during the Term of this Agreement and subject to compliance with the terms and conditions established herein as well as in any policies established by Affloop, from time to time, and incorporated by reference in this Agreement/the System. The Affiliate shall be solely responsible for the operation and availability of the Affiliate Property and the installation of the Affloop Code on the Affiliate Property.
Availability of Affloop ´s System: Affiliate understands and agrees that, from time to time, the System may be inaccessible, unavailable or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Affloop may undertake from time to time; or (iii) causes beyond the control of Affloop or which are not reasonably or foreseeable by Affloop, including, without limitation, interruption or failure of telecommunication transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of the Affiliate Properties, Internet congestion or other failures.
Placement of Ads: Affiliate shall be solely responsible for placing the Affloop Code on the Affiliate Properties and will comply with any specific Ad placement specified in an applicable Purchase Order. Affiliate agrees to use the Affloop Code provided by Affloop for displaying an Ad not more than once per page view. Affiliate must not place any Ad on a page with no content, on top of another ad, in an e-mail message, on a non-approved Affiliate Property or in such a fashion that may be deceptive to the End User.
Removal, Replacement and modification of Ads: Affiliate shall have the right to remove from the Affiliate Property any Ads where the advertising material or the site to which the Ads is linked does not comply with Affiliate’s policies or applicable laws or where it is likely that the Ads or the site to which it is linked will bring disparagement, ridicule or scorn upon Affiliate. Affiliate must immediately notify Affloop in case of such removal, provide written explanation via email to Affloop and shall be cooperative as to mutually acceptable alternative Ad from the same Affiliate as replacement. Affloop will try to provide alternative Ad from the same or other Affiliate as replacement, however, Affiliate does not have right to replacement of Ads removed in that context. Affloop may request any time without reason that one or more Ads be removed from Affiliate Property and Affiliate will cooperate with immediate effect. Affiliate will not edit or modify the Ad in any way, including without limitation resizing, captioning or reformatting.
No Modification of Affloop Code: Affloop Code shall not be modified without prior written consent from Affloop, however, Affiliate may modify the Affloop Code for purposes of inserting certain language pre-approved by Affloop either above or below an Ad served by Affloop. Requests for language approval should be in writing and sent to Affloop via email. Any modification to Affloop Code shall be owned solely by Affloop.
Context of Ad Publication: Affiliate may not place the Ad in a discriminatory or illegal context or in a way that could bring disparagement, ridicule or scorn upon Affiliate or Affloop and Affiliate will use reasonable efforts to ensure a professional level of editorial quality of its content.
Traffic: In the case of Affiliate Properties which are web sites, Affiliate will use reasonable efforts to meet with any minimum page impressions agreed with Affloop in the Purchase Order.
Fraud and Deception: Affiliate agrees to not artificially inflate traffic counts using a program (including scripts), device, bots, spiders, or other means and to not manipulate the content of the Affiliate Properties, including without limitation, “ghosting”, “cloaking” or providing misleading metatags in order to “fool” the System. Affiliate shall not induce visitors to click on Ads based on incentives, provided, however, that, with the prior written approval of Affloop, certain language may appear above or below an Ad served by Affloop. Without limiting the foregoing, the following methods of generating visitor interest are unacceptable to Affloop and may be grounds for termination of this Agreement: use of unsolicited e-mail or inappropriate newsgroup postings to promote Affiliate Properties; auto-spawning or excessive reloading of browsers; automatic redirecting of End Users; Affiliater’s clicking on own banners; blind text links; misleading links; or any other method that may lead to artificially high numbers of impressions or clicks. Affloop reserves the right to and will perform audits of the traffic on Affiliater Properties. If Affiliater commits fraudulent activities (such as the foregoing), Affloop will terminate this Agreement and will not compensate Affiliater for fraudulent traffic. Affloop has several fraud mechanisms at its disposal that will detect most forms within a few days of the initial activity. All Ads must be served from a Affloop server or serving location, or through a Affloop approved third party-hosted server. Stored Ads that are loaded from a different location will not count towards any statistic or payment. If Affloop determines, in its sole discretion, that the Affiliate or Sub-Affiliate has engaged in any activity that Affloop considers to be fraudulent or which might bring the reputation or standing of Affloop into disrepute either with the general public or with the Clients or potential Clients of Affloop, or otherwise that the Affiliate or Sub-Affiliate has engaged in activities which might be considered fraudulent, Affloop may but will not be obligated to (i) suspend or terminate the Affiliate's membership in the Program, without notice and (ii) release to any third party, information relating to the identity and location of the Affiliate if required to do so in order to enforce these terms and conditions. In the event of a suspension or termination in accordance with the terms established in this Agreement, any Commission due and payable to the Affiliate at the time of suspension or termination will be deemed to be forfeited. Affloop may, in its sole discretion, confirm or otherwise verify or check, the truth and accuracy of any registration information provided by Affiliate. If at any time Affloop, in its sole judgment and discretion, determines the Affiliate's registration information to be misleading, inaccurate or untruthful, Affloop may restrict, deny or terminate Affiliate's account, Affiliate's access and use of, and/or any benefits derived from Affiliate's participation in the Program; Affloop may also withhold payment of any commissions and/or other fees that may be or become due or payable to Affiliate. For the purpose of this Agreement, fraudulent activity includes but is no way limited to: activity by the Affiliate or anyone for whom in law the Affiliate is responsible which is directly or indirectly intended to inflate the Commissions payable to the Affiliate; the generation of leads other than by a mechanism approved by Affloop; activity by the Affiliate or anyone for whom in law the Affiliate is responsible which is not in accordance with the Program; and activity which is determined by the Client, in its discretion, to be fraudulent. Affloop may at any time audit Affiliate for compliance purposes. Affiliate agrees to provide Affloop with any reasonable information necessary to conduct an investigation into Affiliate's compliance with law and this Agreement.
Collected Data: Affloop owns all Collected Data gathered by or through Affloop Code and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by Affloop from such data. Affiliate agrees that Affloop shall be permitted to collect Behavioral Data for the purposes of using this information for Behavioral Targeting of Affiliate from the Affiliater Property. All Collected Data shall be deemed Affloop’s Confidential Information. Any use of such Collected Data by Affiliate shall be only as expressly permitted in this Agreement. Affiliater may only access Collected Data that is gathered through the use of its own inventory and is not permitted to access user-volunteered Collected Data.
Use of Affloop Data:
By Affiliate: Affiliate acknowledges that, in the course of this Agreement, it may have access to information that is applicable to Affloop, such as Collected Data and the Targeting Criteria (“Affloop Data”). Affiliate to use Affloop Data solely in connection with this Agreement and to treat all Affloop Data as the Confidential Information of Affloop.
By Affloop: Affloop may use and disclose Affloop Data (i) as part of Affloop’s business operations, on an aggregate basis (absent Affiliate’s prior consent) such that any use or disclosure does not permit a third party to associate any particular data with Affiliate; and (ii) if required by court order, law, or governmental agency. In addition, Affloop may use Affloop Data to operate, manage, maintain, and improve the System.
Resale through Affloop Exchange. Affiliate acknowledges that an exchange-based resale of inventory is among the monetization options Affloop may pursue.
Offer/s: As a general rule, Offer/s will be posted in the Program Site. Affloop will issue a username and password to the Affiliate to be able to access the Program Site, neither of which may be used by any person other than the Affiliate. Affloop grants the Affiliate a limited, non-exclusive, non-transferable right to download Offers from the Program Site and to publish the same on the Affiliate's websites and in electronic mail correspondence sent by the Affiliate, all of which must be done in accordance with this Agreement, the Affloop Policies, as amended from time to time, and the additional terms and conditions affixed to each of the said Offers. The Affiliate agrees not to modify, alter, misrepresent or embellish the Offer or any part of the Offer including without limitation any text or images provided by or on behalf of Affloop or the Client in any way, directly or indirectly, without the express prior written consent of Affloop.
Engagement with Sub-Affiliates: The Affiliate may engage Sub-Affiliates to distribute the Offers in accordance with the Program, provided that the Affiliate and/or Sub-Affiliate: (i) receives Affloop ´s specific approval, sent via email; (ii) sends Affloop a writen request that must contain, at least: name, address, contact email address and telephone number; (iii) are bound by this Agreement, other Annexes which may be attached as well as any amendments which can be made by Affloop Affluent Limited ("Affloop ") from time to time. At no time will the Affiliate engage a Sub-Affiliate who, in the opinion of Affloop, is likely to bring the reputation or standing of Affloop into disrepute or is otherwise unsuitable. Any breach by a Sub-Affiliate of the Sub-Affiliate Provisions will be deemed to be a breach of this Agreement by the Affiliate.
End User Notice. Affloop requires that Affiliate include clear notices on the Affiliate Properties addressed to End Users about the collection and use of information by third parties for Behavioral Targeting purposes. Such notices should include, without limitation: (i) a statement that information about End Users is being collected by third parties and used for Behavioral Targeting purposes; (ii) a description of the type of information that is being collected for Behavioral Targeting purposes; (iii) an explanation of how, and the purpose for which, such information will be used or transferred to third parties; (iv) a link to an appropriate opt-out mechanism such as the Network Advertising Initiative.
Fees and Calculations: Affloop will pay to the Affiliate a commission (the "Commission"), calculated in accordance with the payment terms outlined in each Offer posted by Affloop on the Program Site. Affloop applies either monthly NET 30 or monthly NET 7 payment plans at its sole discretion, unless mutually agreed otherwise. Notwithstanding of the selected payment method (e.g. paypal, payoneer, webmoney etc.) the Affiliate shall provide Affloop with their actual bank details.
Commissions will be paid to the Affiliate only following receipt by Affloop of payment from the Client in respect of such Offer published in the Program online reporting system. Affloop may, in its sole discretion and from time to time, elect to advance to the Affiliate part or all of the Commissions prior to receipt of payment from the Client, but in no event will Affloop be obligated to do so.
The Affiliate acknowledges and agrees that payment of Commissions may be delayed where the Affiliate has not provided Affloop with current particulars in accordance with this Agreement and that in no case will Affloop be liable to the Affiliate for any loss, costs or expenses directly or indirectly incurred by the Affiliate as the result of such delay.
Minimum amount that can be paid to the Affiliate in a given billing period must exceed US$500.00 (Five Hundred US Dollars). Payment in the amount less than US$500.00 is possible in case of termination of the Agreement mutually agreed by the parties or its cancelation that is not related to any breach of contractual provisions or applicable laws by the Affiliate. Affloop will pay all Fees in the currency specified in the applicable Purchase Order by wire transfer to an account specified in writing by Affiliate. Affloop will be responsible for and shall pay all applicable sales taxes, consumption taxes, VAT or GST pertaining to the Fees. Calculations: Affloop will pay all Fees in the currency specified in the applicable Purchase Order by check or by wire transfer to an account specified in writing by Affiliate. Affloop will be responsible for and shall pay all applicable sales taxes, consumption taxes, VAT or GST pertaining to the Fees. Calculations. will be solely responsible for determining Fees and the sole arbiter in determining the number of impressions, clicks, actions, or other applicable metric, delivered, shown, produced, clicked on, or viewed unless otherwise indicated in the Purchase Order. Affloop will be solely responsible for determining Fees payable to Affiliate hereunder. Invoicing shall not be deemed final until invoices are received by Affloop or Affiliate, as applicable. Numbers provided prior to final invoicing via online portal or otherwise are tentative and subject to adjustment. Commissions due and payable by Affloop to an Affiliate will not accrue interest.
No payments will be made to an Affiliate unless and until, where Affloop has determined in its discretion, that such disclosure of information is required, that Affiliate has provided to Affloop filled forms.
Payments to an Affiliate in accordance with this Section will be based upon the records kept by Affloop and reported in Affloop 's online reporting system and audited by the Clients, from time to time.
Non-competition: During the term of this Agreement and for a period of six (6) months thereafter, the Affiliate will not seek, in any way, to undermine the goodwill of Affloop, and in particular, the Affiliate will not, directly or indirectly: (i) solicit or entice or attempt to solicit or entice, work away from Affloop; (ii) solicit or entice or attempt to solicit or entice any of the employees of Affloop to enter into employment service with the Affiliate or a competitor of Affloop; or (iii) directly or indirectly enter into any agreement or contract, written or otherwise, with any Client or otherwise provide services to any third party for the ultimate benefit of a Client which might, in the opinion of Affloop, compete with any services provided by Affloop to that Client.
No Partnership or Joint Venture Agreement: It is expressly agreed that the parties intend by this Agreement to establish a relationship between Affloop and the Affiliate, but that it is not the intention of either party to undertake a joint venture or to make the Affiliate in any sense an agent, employee, or partner of Affloop. The parties expressly agree that they are independent contractors, and that this Agreement does not create a partnership, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever. It is further agreed that the Affiliate has no authority to create or assume in Affloop 's name or on its behalf any obligation, express or implied, or to act or purport to act as its agent or representative for any purpose whatsoever and the Affiliate shall not hold itself out as having any such authority. Both Parties are, and will be deemed to be, independent contractors with respect to the subject matter of this Agreement, and nothing contained in this Agreement will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between Affloop and Affiliate. Subject to express permission from Affloop, nothing in this Agreement gives Affiliate a right to use any of Affloop’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. If Affiliate has been given express permission to use any of these brand features in a separate written agreement with Affloop the use of such features shall be in accordance with that agreement and any applicable provisions. Subject to express authorization in writing by Affloop, Affiliate agrees it will not use any trade mark, service mark, trade name, logo of Affloop in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos. Affiliate agrees Affloop shall be permitted to disclose to Affiliate the fact that such Affiliate’ Ads have been, are being or will be displayed on the Affiliate Properties. This disclosure may comprise the inclusion of Affiliate r’s URL in Affloop’s site lists and the inclusion of Affiliate’s logo in Affloop’s sales decks.
Confidentiality and Safeguard of Property: Affloop or its directors, may, from time to time, disclose to the Affiliate certain information relating to Affloop 's business or to Affloop 's customers, affiliates, subsidiaries, Affiliates, agents, or employees; business and marketing plans, strategies and methods which may not be standard industry practice or which are not generally known in the industry; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of Affloop (all collectively referred to as the "Confidential Information"). The Affiliate acknowledges that Confidential Information will be provided at the sole discretion of Affloop, and nothing in this Agreement obligates Affloop, its directors, agents or employees to disclose or grant to the Affiliate access to any Confidential Information. Unless expressly authorized in writing by Affloop, the Affiliate covenants and agrees: to use the Confidential Information only for the purposes expressly contemplated in this Agreement; and that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, Sub-Affiliate, agent, or employee of the Affiliate without the prior written consent of Affloop, which may be unreasonably and arbitrarily withheld. The Affiliate acknowledges that Affloop remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Affiliate agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of Affloop. Upon termination of this Agreement, or otherwise on demand by Affloop, the Affiliate agrees that it will promptly deliver to Affloop all notes, data, tapes, reference items, sketches, drawings, memoranda, records, diskettes, electronic communications in any form and any other materials in any way relating to any of the Confidential Information in the possession of the Affiliate or any affiliate, subsidiary, Sub-Affiliate, agent, or employee of the Affiliate.
All campaigns, trademarks, service marks, slogans, artwork, written materials, drawings, photographs, graphic materials, film, music, transcriptions, or other materials that are subject to copyright, trademark, patent, or similar protection (collectively, the “Advertising Materials”) provided by the Affiliate are the property of the Affiliate. Therefore, the provision of the services described herein, will not imply, in any case, the transfer of said property. Affloop does not grant to Affiliate any other license, express or implied, to Affloop’s Intellectual Property Rights and (ii) nothing in this Agreement or the performance thereof, or that might otherwise be implied by law, will operate to grant either Party any right, title or interest, implied or otherwise, in or to the Intellectual Property Rights of the other Party. Affloop expressly reserves all Intellectual Property Rights not expressly granted hereunder.
Indemnities: The Affiliate covenants and agrees to indemnify and save harmless Affloop, its parent company and their respective shareholders, directors, officers, and employees (collectively, the "Indemnified Group") from and against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, arising out of any breach of this Agreement by the Affiliate or any Sub-Affiliate or the exercise by the Affiliate of any right under this Agreement or any act or omission of the Affiliate, a Sub-Affiliate or anyone for whom the Affiliate is in law responsible, including without limitation any damages, losses, consequential or otherwise, arising in any manner (including those arising from or incidental to any liability or other lawsuit, claim, demand or other action brought) as a consequence of any act or omission of the Affiliate or any person for whom the Affiliate is in law responsible, whether or not the Indemnified Group or any of them are named as a party defendant in any such proceedings and whether or not the Indemnified Group or any of them are alleged to be negligent or otherwise responsible for any damage or injury to persons or property. The obligation of the Affiliate to defend and indemnify as set out in this paragraph will survive termination of this Agreement for any reason and will not be otherwise limited by any other term or condition of this or any Agreement. Affloop may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate. Affloop may participate in the defense of all claims as to which it does not assume defense and control, and Affiliate shall not settle any such claim without Affloop 's prior written consent.
Limitation of Liability: Affloop will not be liable for any damages, regardless of the nature thereof whether such damages are alleged in tort, contract or indemnity or for loss of profits, interrupted communications, lost business or lost data arising out of or in connection with this Agreement, even if Affloop has been advised of (or knows or should know of) the possibility of such damages. The Affiliate acknowledges and agrees that Affloop EXPRESSLY DISCLAIMS, WAIVES, RELEASES, AND RENOUNCES ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. Affloop also disclaims all obligations and liabilities on the part of Affloop and those for whom it is in law responsible for any damages, including any consequential damages, attorneys and experts, fees and court costs, even if Affloop has been advised of the possibility of such damages, fees or costs arising out of or in connection with the present Agreement. Under no circumstance will Affloop be liable for any consequential, indirect, special, punitive or incidental damages or lost profits of the Affiliate or the Affiliate successors or assignees including, without limitation claims for loss of goodwill, use of or reliance on the services provided hereunder stoopage of other works or impairment of other assets, arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negilence, strict liability in tort or otherwise. Without limiting the foregoing, Affloop will not be liable for any failire or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failiure, riot, explosion, embargo, strikes, whether legal or illegal, labor or material storage, transportation interruption of any kind, work slowdown, actions or inaction of Affiliate or third parties, Affiliate equipment or software and/or any third party equipment or any other condition affecting production or delivery in any manner beyond the control of Affloop.
In no event shall Affloop ´s liability for any claim arasing out or in connection with this Agreement, when aggregated with Affloop ´s liability for all other claims arising out of or in connection with this Agreement, exceed the total amount paid by Affloop to Affiliate under this Agreement during six (6) months period prior to the date the liability first arose. Affiliate agrees that regardless of any statue or law to the contraty, any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such claim or cause of action or be forever barred.
Confidentiality and Safeguard of Property: The Parties respectively agree to keep in confidence, and not to disclose or use for its own respective benefit or for the benefit of any third party (except as may be required for the performance of services under this Agreement or as may be required by law), any information, documents, or materials that are reasonably considered confidential regarding each other’s products, business, customers, clients, suppliers, or methods of operation; provided, however, that such obligation of confidentiality will not extend to anything in the public domain or that was in the possession of either party prior to disclosure. The Parties will take reasonable precautions to safeguard property of the other entrusted to it, but in the absence of negligence or willful disregard, neither Affloop nor Affiliate will be responsible for any loss or damage. Each Party (a “Receiving Party”) understands that the other Party (“Disclosing Party”) may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, End User information, software, specifications, research and development and proprietary algorithms or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information”). The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use (other than as expressly permitted under this Agreement) any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. If disclosure is made to the Receiving Party’s professional advisors, auditors or bankers this shall be done subject to the Receiving Party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were party to this agreement. The foregoing obligations shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no violation of this Agreement by the Receiving Party, a part of the public domain by publication or otherwise; (ii) was already in the Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality; (iii) was or is received by the Receiving Party from a third party who was under no obligation of confidentiality to the Disclosing Party with respect thereto; or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which the Receiving Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall to the extent legally permitted promptly notify the Disclosing Party in order to allow the Disclosing Party to contest the order or requirement or seek confidential treatment for such information. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of the Disclosing Party’s Confidential Information that is reduced to one or more writing, drawing, schematic, tape, disk or other form of documentation, or to certify to the Disclosing Party in writing that all such material has been destroyed.
Amendments: Affloop reserves the right to change, amend or altered this Agreement at any time, for any reason, or for no reason at all, at its sole discretion. The most recent version of this Agreement will be posted here. Although Affloop may provide notice of material changes to this Agreement to the Affiliate but it is the Affiliate’s sole responsibility to keep themselves informed of any such changes or amendments. Affloop reserves the right to modify the present Terms & Conditions at any time, to its own discretion. The Terms shall be effective as soon as they are sent to the Affiliate via email. They shall automatically apply to each Insertion Order or Insertion Order renewal concluded after the modifications. No amendment to, or waiver of, any provision of this Agreement will be effective unless in writing and signed by both Parties. The waiver by any Party of any breach or default will not constitute a waiver of any different or subsequent breach or default.
Notices: All notices and other communications between the parties must be in writing. The parties shall give all notices and communications between the parties by email. Any notice shall be deemed given on the day of e-mailing. Any notice or other communication ("Notice") permitted or required by this Agreement will be in writing and given by personal delivery or transmitted by facsimile or electronic mail to the receiving party at the address provided to Affloop by Affiliate in its Affloop Program account. Any such Notice will be deemed to have been received on the date on which it was transmitted by facsimile or electronic mail or delivered. All notices and other communications between the parties must be in writing. The parties shall give all notices and communications between the parties by email. Any notice shall be deemed given on the day of e-mailing.
Term and Termination: Term. Unless terminated earlier or extended in accordance with this Agreement, this Agreement shall begin on the Effective Date and continue for the term set out in the Purchase Order (the “Term”).
Termination by Affloop: Affloop may terminate this Agreement by just giving 6 hours´ notice when including, but not limited to the following examples: (i) in the event of Affiliate’s material breach of this Agreement; (ii) Affiliate’s insolvency; (iii) for convenience without cause; (iv) Affloop’s reasonable determination or belief that Affiliate or its End Users are likely to cause injury to Affloop or otherwise reflect unfavorably on the reputation of Affloop which can be the case, without limitation, when the Ad is placed in illegal or discriminatory context; or (v) as otherwise agreed by mutual determination by both Parties. If this Agreement is terminated by Affloop due to Affiliate’s breach, Affiliate is required to promptly return to Affloop all documentation received and cease the further use, reception, download and making available of any Ad.
Affloop may suspend this Agreement by just giving 1 hour prior notice upon Affloop’s reasonable belief that Affiliate has breached any of the Terms and Conditions contained herein or even under Affloop´s total discretion without cause. If the Affiliate remedies, under Affloop´s own discretion will continue providing the service or terminate definitively with the contractual relationship.
Termination by Affiliate: Affiliate may terminate this Agreement in the event of Affloop’s material breach of this Agreement or Affloop’s insolvency, upon 48 hours´notice to Affloop if such breach or insolvency remains uncured after the expiration of such notice period. Notwithstanding termination of this Agreement for any reason, the Affiliate covenants and agrees that it will continue to be bound by the terms and conditions set out in this Agreement.
Representations, Warranties and Covenants: The Affiliate represents and warrants that it has the authority and capacity to enter into and to be bound by this Agreement; to the best of its knowledge, there are no existing, pending or threatened claims or actions pending against the Affiliate; none of the Affiliate's websites contain false or deceptive advertising or any machine readable code including without limitation any virus, Trojan horse, work or other self-executing program; it owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on or through its website or websites and in its electronic mail; and it is not now a party to any agreement or business relationship which may conflict with this Agreement. The Affiliate covenants and agrees that: it will, at all times, comply with all laws applicable in the jurisdiction where the Affiliate is situated and also where the Affiliate directly or indirectly conducts its business or markets an Offer; it will not enter into any agreement or business relationship or otherwise incur any obligation which might, in the opinion of Affloop, conflict with this Agreement; it will, at all times, comply with the terms of this Agreement, and the Affloop Policies, as updated, amended and replaced by Affloop, from time to time, in its sole discretion; it will not, without the express written consent of Affloop, use or permit any person for who it is in law responsible to use any third-party trade-names or trade-marks; it will not publish on any website or send in any electronic mail a universal resource locator or other link to any content or otherwise engage in or condone any practice, which, in the opinion of Affloop is deceitful, defamatory, libelous, abusive, violent, prejudicial, obscene, pornographic, likely to bring the reputation or standing of Affloop into disrepute, or which otherwise would be illegal; it will at all times comply with the terms and conditions of any agreement or policy established by an Offer in which the Affiliate elects to participate; it will not post any content relating to the Offer to any Usenet newsgroup, chat room, bulletin board or ‘blog' (save and excepting a chat room, bulletin board or blog which is operated or primarily owned by the Affiliate) without the express written consent of Pluckly; it will be responsible for the development, operation and maintenance of its website or websites and electronic mail, including without limitation the technical operation thereof, the creation, publication and accuracy of any content published on any such website or websites or in any electronic mail. No Affiliate Property will include any of the following types of content: Content violating any applicable laws or regulations, including without limitation, those relating to advertising, gambling laws, competitions and consumer protection. Content promoting or facilitating any activities that are illegal under applicable law or that infringe the rights of any person or entity, including without limitation the pirating of copyrighted works, hacking or other unauthorized access to or modification of devices, any privacy right, or any other proprietary right or by being defamatory. Content articulating views intended or reasonably likely to cause or incite hatred of any race, religion, creed, class or ethnic group. Content explicitly glorifying or delivering for the purposes of entertainment, scenes or descriptions of pain, suffering, death, torture or ill-treatment of humans or animals. Content that is obscene or indecent under prevailing legislation. Video content that may not be distributed under prevailing legislation, including without limitation because it requires (but lacks) a video classification certificate or because of the restricted nature of the classification it has been given. Bombs, Guns and Ammunition. Content offering genuine or replica guns, bombs, ammunition or other offensive weapons for sale. Content glorifying the use of or offering technical information on the illegal use of guns, bombs, ammunition or other offensive weapons. Any software covertly run or installed on a user’s machine. Examples of malware include spyware, adware, keystroke loggers, password sniffers, spam launchers, remote access tools, screen capture utilities, viruses, worms, Trojans or other destructive programming or device that could impair or injure any data, computer system or software.
Governing Law and Jurisdiction: This agreement will be governed by and construed in accordance with the substantive laws in force in England and Wales. The courts of Hong Kong will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement. The language used will be English in any case.
Assignment: The Affiliate may not assign this Agreement or any of their rights or obligations without the Affloop 's written consent. Affloop reserves the right to assign the present Agreement fully or partially to third parties.
Entire Agreement: This Agreement supersedes and replaces any and all previous agreements between the parties.
Force Majeure: Affloop shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is beyond the reasonable control of a party, materially affects the performance of any of its obligations under this agreement, and could not reasonably have been foreseen or provided against, but does not include general economic or other conditions affecting financial markets generally obligation shall be to restore service as soon as reasonably possible.
Severability: If any part of this Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.