These terms and conditions are applicable to the Distribution Partner's promotion and inclusion of the Client’s Offer on the Distribution Media.

Definitions

(a) Distribution Partner - Any entity or individual authorized by Euraffiliate to publish or otherwise promote offers (as hereinafter defined) using relevant media with respect to Client’s products and services.

(b) Distribution Media - Ad space of web site(s), emails, and any other medium that is used to generate actions for Client.

(c) Client – Any entity or individual contracting or subcontracting Euraffiliate to generate actions.

(d) Agreement – The collection of Terms & Conditions that are applicable to the promotion activities by Distribution Partners for Client.

Start, Duration & Termination of Agreement

(a) This Agreement will commence upon acceptance of the Terms & Conditions by the Distribution Partner.

(b) Euraffiliate as well as the Distribution Partner may terminate this contract immediately if any legal changes occur that affect the promotional activities and would render parts of these activities illegal.

(c) Euraffiliate may terminate this Agreement immediately if Distribution Partner is in breach of any representation, warranty or covenant in this Agreement.

(d) Either party may terminate this Agreement at any time, prior written notice to the other party.

Payment

(a) Euraffiliate will pay Distribution Partner a fee per valid action generated by Distribution Partner that has been approved by Client & Euraffiliate.

(b) Fee per valid action will be determined by the platform

(c) Distribution Partner’s count of actions will be derived from the online reporting system. Statistics are considered to be final 6 days after the end of the preceding month.

(d) Euraffiliate will provide payment to Distribution Partner for actions based on the terms that have been indicated in the campaign description. Euraffiliate will effort to ensure correct and timely payment is made by Client.

(e) Fees paid will be final unless Distribution Partner notifies Euraffiliate in writing of any payment discrepancies within 30 days of receipt of the payment.

Responsibilities of Euraffiliate

Euraffiliate will effort to

(1) provide, monitor and maintain the necessary technology applications required to link the Distribution Partners to the Client’s Offer web sites or Offer pages;

(2) provide the Distribution Partner with the necessary creative materials to promote Client’s offer.

(3) provide changes to Offers or cancellations in writing

(4) provide Distribution Partner with stats for promoted Clients, either in writing or via direct access to the reporting system in which case Distribution Partner will receive a login

Distribution Partner Responsibilities

Distribution Partner agrees to

(1) operate, maintain & manage the distribution media that are used to promote Client consistently with this Agreement as well as the terms and conditions that are set by the distribution media.

(2) maintain its customer list conform with best practices of opt-in e-mail & privacy policies and comply with the provisions of the “Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003” (“CAN-SPAM”). Included practices, but not limited to those are:

a) Only send e-mails to recipients that have explicitly asked to be subscribed to receive offers.

b) A functioning and clearly visible Unsubscribe mechanism is present in each email that is sent.

c) In case subject line can be chosen freely, the name of the Client will not be used in the subject line, originating e-mail address.

d) Not allowing any misleading information in e-mail header and/or body, including relaying IP address to cloak originating source.

e) Using any system that is used to send, relay or retransmit e-mails without proper authorization.

f) Clearly indicate that e-mail contains an advertisement or solicitation.

g) Sender of e-mail identifies itself including company name, e-mail & address.

(3) If Euraffiliate receives a complaint in which Distribution Partner is involved, Distribution Partner will provide necessary validation information that will prove consent of recipient to receive e-mails from Distribution Partner or affiliates. This information has to be transferred within 3 business days after request.

(4) Use creative specifications as indicated by Euraffiliate. Any alteration to creative materials needs to be approved in writing by Euraffiliate before this altered creative can be used.

Limitation of Liability

(a) Distribution Partner agrees to indemnify and defend Euraffiliate and each Client (and their respective officers, directors, employees, shareholders and agents) from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) directly or indirectly arising from or relating to (i) any breach of this Agreement by Distribution Partner or (ii) the operation and content of the Distribution Media.

(b) Euraffiliate agrees to indemnify Distribution Partner (and its respective officers, directors, employees, shareholders and agents) from and against any and all liability claims, losses, damages, injuries or expenses (including reasonable attorneys’ fees) awarded against Distribution Partner in case of breach of this Agreement by Euraffiliate.

(c) Distribution Partner, Euraffiliate or Client will not be held liable to one another for any direct or indirect damages, losses, costs or expenses including incidental, special, consequential, punitive ones that arise from his Agreement or its termination whether based in contract, tort (including negligence), products liability or any other theory of liability regardless of whether such party has been informed of possible damages, losses, costs or expenses.

(d) Distribution Partner, Euraffiliate or Client will not be held liable to one another for lost or imputed profits arising out of this Agreement or its termination. Except for liabilities resulting from the Distribution Partner’s or Euraffiliate’s willful misconduct or recklessness, the liability of the Distribution Partner or Euraffiliate will not exceed the total amount of the action related fees that were paid by Euraffiliate to the Distribution Partner under this Agreement.

(e) The Distribution Partner will not be held liable for any errors or omissions included in the offers received from Euraffiliate or technical or other difficulties which may occasionally hinder the operation of the Distribution Media.

(f) Euraffiliate will not be held liable to the Distribution Partner or any other person or entity for any information provided to any person or entity by any Client or any illegal, inappropriate act or act of misconduct on the part of Client; system downtime of Euraffiliate or Client; unauthorized access to, or alteration, theft or destruction of the Distribution Partner’s Distribution Media, data files or systems or programs through accident, fraudulent means or device; or any claim attributable to errors, omissions or other inaccuracies in the Offers.

Confidentiality

Distribution Partner, Euraffiliate and Client agree not to disclose any confidential information acquired by executing this agreement, except where necessary to adhere to this agreement or law.

As confidential information is considered: source codes and documentation for software, trade secrets, know how, customer lists, pricing strategies, marketing and business plans, information concerning a party's vendors, and contemplated plans, strategies and prospects.

Each party acknowledges and agrees that any confidential Information received or obtained from the other party (“discloser”) will be the sole and exclusive property of the other party and may not be used, disseminated or disclosed except as may be necessary to perform the obligations required under this Agreement or as may be required by law.

If disclosure is required by law, the party required to disclose Confidential Information (“disclosee”) will reasonably cooperate with the other party (at the other party’s request and expense) so that the other party may preserve the confidentiality of the Confidential Information to the extent reasonably possible.

Distribution Partner agrees that it will not sell or contract to sell, the same or similar advertising offer, for or on behalf of the Advertiser during the term of the agreement and for a period of three (3) months after the termination or expiration of the campaign.

Trademarks and Proprietary Rights

(a) If Client possesses any preexisting copyright interests in its Offers, Euraffiliate on behalf of Client, grants the Distribution Partner a limited, non-exclusive, non-transferable, revocable license to use, reproduce and distribute the offers in accordance with the terms of this Agreement.

(b) Distribution Partner grants Euraffiliate a limited, non-exclusive, non-transferable, revocable, worldwide license to use, reproduce and distribute its company name and logo for use in Euraffiliate’s promotional materials.

(c) Neither party will use the other party’s Licensed Property in a manner that disparages the other party or its products or services, or portrays the other party or its products or services in a false, competitively adverse or poor light. Each party will comply with the other party’s requests as to the use of the other party’s Licensed Property and will avoid any action that diminishes the value of such marks.

(d) Subject to the limited licenses granted to Euraffiliate and the Distribution Partner, each party and Client owns and will retain all right, title and interest in its intellectual property and industrial property. Parties agree not to sell, rent or in any other way distribute, reproduce, display these intellectual and industrial property without written consent

(e) All data collected by Euraffiliate while performing its obligations under this Agreement is the property of Euraffiliate. Euraffiliate currently uses and plans to continue to use data that it collects in an aggregate manner (i.e. that information which is gathered as a group of demographic data, and is not personally or company identifiable).

General Provisions

(a) Each party represents and warrants to the other party that:

Parties possess the necessary right and power to enter into this Agreement and to perform its obligations under this Agreement;

Nothing contained in this Agreement or requirement to execute the Agreement party's performance hereunder will cause breach of any other agreement to which it is bound or violate any applicable law, including obscenity, privacy and defamation laws.

Neither Euraffiliate.com nor the distribution partner make express or implied warranties – and explicitly disclaims any - including and not limited to warranties of merchantability, fitness for a particular purpose, regarding the distribution media, products & services dealt with in this agreement

(b) The rights and obligations of the parties under this Agreement will be governed by and construed under the laws of Belgium without reference to conflict of laws principles. In the event of litigation or appeals thereof, the prevailing party will recover its legal fees and expenses. Any conflicts of law resulting from this agreement, including breach, will be resolved before the Commercial Court in Brussels, unless otherwise agreed between relevant parties.

(c) Neither party will be held liable for not being able to adhere to this agreement by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party, on the condition that the relevant parties are notified within 72 hours after occurrence.

(d) Amendments and Waivers. The failure of either party to insist upon or enforce strict performance by the other or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance, and the same will be and remain in full force and effect. No change, amendment or modification of any provision of this Agreement will be valid unless in writing signed by both parties.

(e) Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and merges all prior discussions and writings between them with respect to the contents of this Agreement.
If any provision (or part thereof) of this Agreement is determined to be invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement will remain in full force and effect and bind the parties according to its terms.