Terms and Conditions

By completing the Affiliate Application, you (hereinafter the "Affiliate") hereby agree to abide by all the terms and conditions set out in this Agreement and this inclusive of the different Commission Structures applicable to the different products. All Commission Structures included as the preamble to this Agreement shall be deemed to form an integral part thereof.

On the one side,

AEDGE PERFORMANCE BCN, S.L.U a company organized and existing under the laws of Spain, having its registered offices in the WORLD TRADE CENTER, Calle Moll de Barcelona s/n, Edificio Norte, local 23-24, 08039 Barcelona, with VAT (tax number) ESB65032781, represented by Mr. Ramón Viladomiu, in his capacity as Director, duly authorized, hereinafter referred to as the "Provider”,

And the Partner hereinafter referred to as “Affiliate".

Collectively referred to as the “Parties”

ARTICLE I

Purpose
1.1 The Affiliate maintains and operates one or more websites on the Internet (hereinafter collectively referred to as "the Website"), and refers potential customers through this channel.
1.2 This Agreement governs the terms and conditions relating to the promotion by the Affiliate of the Provider's applications and websites (“Content”), whereby the Affiliate will be paid a commission as defined under this Agreement.

ARTICLE II

Qualifying Conditions
2.1 The Affiliate hereby warrants that:

1. He/She is of the legal age in the applicable jurisdiction to agree to and enter into an Agreement.
2. He/She is competent and duly authorized to enter into binding Agreements for the Affiliate and/or the Website.
3. He/She is the proprietor of all rights, licenses and permits to market, promote and advertise the Provider in accordance with the provision of this Agreement.
4. He/She shall comply with all applicable rules, laws and regulations in connection in the promotion of the Provider's products.
5. He/She fully understands and accepts the terms and conditions of the Agreement.

ARTICLE III

Responsibilities and Obligations of the Provider
3.1 The Provider shall supply the Affiliate with all information necessary and marketing material for the implementation of the necessary links, creatives, landing pages, and banners.
3.2 The Provider shall administrate the commission generated via the links, and provide the Affiliate with commission statistics. A unique tracking identification code will be assigned to all referred customers.
3.3 The Provider shall pay the Affiliate the amount, subject to the terms and conditions of this Agreement. This obligation requires the Affiliate to provide with all requested information by the Provider. Failure to comply with this requisite by the Affiliate might delay the due payment.

ARTICLE IV

Responsibilities and Obligations of the Affiliate
4.1 The Affiliate hereby warrants and undertakes:

1. To use its best efforts to actively and effectively advertise, market and promote the applications as widely as possible in order to maximize the benefit to the Parties and that it will abide with the guidelines of the Provider as may be forwarded from time to time and/or accessible online.
2. The Affiliate will be solely responsible for the distribution, content and manners of its marketing activities. All of the Affiliate's marketing activities must be professional, proper and lawful under applicable laws and negotiations and in accordance with this Agreement. Affiliate controls the content advertised, and runs its business and will perform its obligations under this Agreement in accordance with all relevant community and moral standards and applicable laws, regulations and mandatory codes of conduct relating, in particular but without limitation, to adult entertainment services, advertising and electronic commerce, and has obtained all necessary authorizations or licenses in respect of the content and/or display Advertisement. Likewise, Affiliate will be responsible for obtaining all licenses, permits or releases required to perform its obligations under this Agreement and to procure those necessary to permit the Provider´s performance
3. To use only a link provided within the scope of the program, otherwise no warranty whatsoever can be assumed for proper registration and sales accounting. Also, not to change or modify in any way any link or marketing material without prior written authorization by email from the Provider.
4. To be responsible for the development, the operation, and the maintenance of its web site as well as for all material appearing on the web site. The website has to be fully functional at all levels; no 'under construction' sites or sections are allowed within the scope of this agreement.
   

4.2 The Affiliate hereby warrants:

1. That it will not perform any act which is libelous, discriminatory, defamatory, obscene, unlawful or otherwise unsuitable or which contains pornographic, obscene or graphically violent materials.
   
2. That, when commercializing the Provider's products and services, he/she will use his/her own domain name which has to be clearly distinct from Provider's registered domain names. Redirecting via technical methods directly to the Affiliate's site from a Affiliate's website without adding any content will be deemed fraud. Provider's landing pages are copyrighted and cannot be directly linked without adding any content, or by being embedded in an empty frame. The URL, graphical elements, and text shall be clearly distinguishable from Provider's landing page. Still, Provider will assist the Affiliate providing the necessary material to create a landing page.
   
3. That it will not generate traffic and/or installations by illegal or fraudulent activity, particularly but not limited to by:
   1. Consumer fraud including, but not limited, to false or misleading information;
   2. Sending spam or any type of unsolicited communication;
   3. Targeting the Provider's brand names as keywords;
   4. Cookie dropping;
   5. Direct download links without permission of the Provider;
   6. Using javascript or assimilated technologies to force or push the      download;
   7. Installing in the user's computers viruses, worms, Trojan horses or any    other program, code or feature that may cause damage to or loss of any    equipment, data or program or inconvenience to any person, whether or        not such result is intended. 
   8. Redirecting to landing pages of other advertisers;
   9. Installing the applications for its own personal use and/or the use of its     relatives, friends, employees or other third parties, or in any other way    attempt to artificially increase the commission payable or to otherwise     defraud the Provider. Violation of this provision shall be deemed to be     fraud.
4. That it will offer the products and services in a free form to the user and will not impose any type of price for any of the Provider's product, either billed by sms, credit card, or any other payment method.
5. That it will not present the Website in such a way that it might evoke any risk of confusion with the Provider's or convey the impression that the web site of the contracting party partly or fully originated from the Provider.
6. Without prejudice to the marketing material (banners, creatives...) as may be forwarded by the Provider and/or made available, Affiliate may not use Provider's or other terms, trademarks and other intellectual property rights from the Provider, unless the Provider consents to such use in writing.
7. That it will not attempt to circumvent the contract with the Provider in order to achieve a direct agreement with the Merchant.

4.3 The Provider reserves the right to deduct money from the Affiliate for any traffic deemed to have been referred through ‘fraudulent means’ and the Affiliate’s account will be frozen. The Affiliate hereby obliges himself to abide by these conditions imposed by the Provider and the Affiliate specifically understands and holds the Provider harmless from any penalties which are incurred by any or both of them as a result of the Affiliate’s contravention of these clauses.
4.4 Any circumvention of the Provider's agreement with an Advertiser by the Affiliate will cause the immediate freeze of the Affiliate's account and shall be deemed fraud according to this contract. Provider will be released from the obligation to pay the Advertiser for the balance due. Provider reserves the rights to act against the Affiliate for unfair competition.
4.5 The use of banners or creatives infringing third-parties' trademarks will produce the immediate termination of the contract between both parties and the Affiliate will be solely responsible and liable vis-à-vis the third party.

ARTICLE V

Payment
5.1 The Provider agrees to pay the Affiliate a commission calculated. The Commission shall be deemed to be inclusive of value added tax or any other tax if applicable.
5.2 The Provider will pay the commissions to the Affiliate or a designated third party 60 days after the end of the month in which the traffic was generated provided that the revenue exceeds the minimum of 50 Euros. Revenues totaling less than 50 Euros will be aggregated to subsequent month's revenues and paid when this amount has been reached.
5.3 The Provider shall in no manner whatsoever be held liable for any amounts unpaid but found to be due by the Affiliate and the Affiliate hereby indemnifies the Provider in that regard. Acceptance of payment by the Affiliate shall be deemed to be full and final settlement of the Balance due for the period indicated.
5.4 If the Affiliate disagrees with the balance due as reported, it shall within the first thirty (30) days of the month send an email to the Provider and indicate the reasons of such dispute. Failure to send an email within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment of the Balance due for the period indicated.
5.5 Non-generated leads will not allow the Affiliate to claim the alleged amounts to the Provider, independently of the fact that the failure is due to the Affiliate or the Provider.
5.6 The Affiliate agrees to return all commissions received based on fraudulent or falsified transactions, plus all costs for legal causes or actions that may be brought against the Affiliate to the fullest extent of the law. Eight (8) days after being notified of his obligation to return his commissions, Provider might undertake further legal measures and/or keep the still due commissions.
5.7 The Provider reserves the right to set limits for a minimum and/or maximum level of activity on Affiliate accounts. Such activity levels will be continuously reviewed and the Provider reserves the right to terminate any agreement not reaching the limit. Such limit shall not be unreasonably high and/or low and basically reflect the intention of avoiding accounts whose rentability needs to be verified.
5.8 For the sake of clarity the parties specifically agree that upon termination of this Agreement by either party, the Affiliate shall no longer be entitled to receive any payment whatsoever from the Provider. Provided that payments already due (earned and unpaid commissions) shall be paid out.

ARTICLE VI

Termination and Variations
6.1 This Agreement may be terminated by either party by giving a thirty (30) day written notification to the other party. Written notification may be given by email.
6.2 The Contracting Parties hereby agree that on termination of this Agreement

1. The Affiliate must remove all references to the Provider's content from the Affiliate's websites and/or other marketing channel and communications, irrespective of whether the communications are commercial or otherwise.
2. All rights and licenses granted to the Affiliate under this Agreement shall immediately terminate and all rights shall revert to the respective licensors, and the Affiliate will cease the use of any trademarks, service marks, logos and other designations vested in the Provider
3. The Affiliate will be entitled only to those earned and unpaid commissions as of the effective date of termination; however provided, the Provider may withhold the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or receive commissions after this date.
4. The Affiliate must return to the Provider any and all confidential information (and all copies and derivations thereof) in the Affiliate's possession, custody and control.
5. The Affiliate will release the Provider from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Agreement, which occurred prior to termination and/or to any liability arising from any breach of confidential information even if the breach arises at any time following the termination of this Agreement.  The Affiliate’s obligation of Confidentiality towards the Provider shall survive the termination of this Agreement.

6.3 Provider may, with 48 hours prior written notice to the Affiliate, in its complete discretion, reject, cancel, remove or modify at any time (including the “look and feel”) any Advertisement for any reason and Affiliate will be obliged to use the ones provided in the written notice by the Provider. If Affiliate does not agree to such variation, Affiliate’s sole remedy shall be to terminate this Agreement.

ARTICLE VII

Warranties
7.1 The Affiliate expressly acknowledges and agrees that the use of the Internet is at its risk and that this Affiliation Program is provided "as is" and "as available" without any warranties or conditions whatsoever, express or implied. No guarantee is made that it will make access to its website possible at any particular time or any particular location.
7.2 The Provider shall in no event be liable to the Affiliate or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of the website or the Affiliate Program.

ARTICLE VIII

Provider Rights
8.1 The Provider may refuse any applicant Affiliate and/or may close any Affiliate’s account if it is necessary to comply with the Provider's Policy and/or protect the interest of the Provider. If the Affiliate is in breach of this Agreement or of the Provider’s General Terms and Conditions or other rules, policies and guidelines of the Provider. The Provider may besides closing the Affiliate’s account take any other steps at law to protect its interest.

ARTICLE IX

Governing Law & Jurisdictions.
9.1 This Agreement shall be governed and construed in accordance with the laws of and any action or dispute relating to this Agreement must be brought in and the Affiliate irrevocably consents to the jurisdiction of the Spanish law courts.

ARTICLE X

Assignment.
10.1 The Affiliate may not assign this Agreement, by operation of law or otherwise, without obtaining the prior written consent of the Provider.
10.2 The Provider may assign this Agreement, by operation of the law or otherwise, at any time without obtaining the prior consent of the Affiliate.

ARTICLE XI

Non-Waiver.
11.1 The Provider's failure to enforce the Affiliate's adherence to all terms outlined in this Agreement shall not constitute a waiver of the right of the Provider to enforce said terms at any time.

ARTICLE XII

Force Majeure.
12.1 Neither party shall be liable to the other for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labour disputes, strikes, industrial disturbances, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If a force majeure event occurs, the non-performing party is excused from whatever performance is prevented by the force majeure event to the extent prevented. Provided that, if the force majeure event subsists for a period exceeding thirty (30) days then either party may terminate the Agreement without notice.

ARTICLE XIII

Relationship of the Parties.
13.1 Nothing contained in this Agreement, nor any action taken by any party to this Agreement, shall be deemed to constitute either party (or any of such party's employees, agents, or representatives) an employee, or legal representative of the other party, nor to create any Affiliateship, joint venture, association, or syndication among or between the parties, nor to confer on either party any express or implied right, power or authority to enter into any agreement or commitment on behalf of (nor to impose any obligation upon) the other party.

ARTICLE XIV

Severability / Waiver.
14.1 Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement 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 this Agreement. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

ARTICLE XV

Confidentiality.
15.1 All information, including but not limited to business and financial, lists of customers and buyers, as well as price and sales information and any information relating to products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities and personal data of the Provider  shall be treated confidentially. Such information must not be used for own commercial or other purposes or divulged to any person or third party neither direct nor indirectly unless the prior explicit and written consent of the Provider has been obtained. This provision shall survive the termination of this Agreement.
15.2 The Affiliate obliges himself not to use the confidential information for any purpose other than the performance of its obligations under this Agreement.

ARTICLE XVI

Data Protection.
16.1 Personal data related to Affiliate, its agents or employees will be processed by the Provider, its group companies or its agents in accordance with the Irish Data Protection laws with the only purpose of performing the obligations arising out of this Agreement, in particular for providing the Services, for billing purposes, etc. Data subjects shall have rights of access, rectification, cancellation and opposition in relation to their personal data held by the Provider, which can be exercised by contacting the Provider in writing, by post or email, in accordance with applicable Data Protection laws. All data provided by Affiliate when registering for the Services will be included in a database controlled by the Provider. Such database is registered with the Irish Data Protection Agency. Save where expressly indicated, all data requests for the relevant service or all such data are mandatory, the Provider may decide not to allow Affiliate to provide the Services or any part thereof if not provided. The data collected by the Provider will be processed for the purpose of managing the provision of the Services by Affiliate. Affiliate hereby consents to the processing of his or her data for these purposes, and for the communication to Affiliate via email of events, news, new activities or services and other commercial information that the Provider considers appropriate. Additionally, the Provider may use the data collected for sending commercial communications from third companies that may deem of the Affiliate’s interest and which will be clearly identified in the relevant commercial communications. The Provider will process all the data and will send the communications to Affiliate not transferring under any circumstance any data to any third party. The Provider will not transfer the data to any third party, except when required legally. Nevertheless, the Provider may use third parties which will undertake some processing activities under the strict instructions and principles set out in this clause. Affiliate accepts and expressly consents to the data processing contained in this Agreement. The Provider guarantees that it will apply the legally required security measures in order to keep Affiliate data strictly confidential and will only use the data for the purposes set out in these Agreement.
16.2 Affiliate, its employees, agents and advisers shall keep confidential and in accordance with the Data Protection laws, even after termination of this Agreement, all information obtained from the Provider, including without limitation in relation to Services, Traffic, Revenues, etc, except where the same becomes generally known through no act or omission of Affiliate, or is required to be disclosed by an applicable legal or regulatory provision or judicial or regulatory order prior notification to the Provider.

ARTICLE XVII

Changes to this Agreement
17.1 The Provider reserves the right to amend, alter, delete or add to any of the provisions of this Agreement, at any time and at its sole discretion, without giving any advance notice to the Affiliate subject to the terms and conditions set out in this Agreement. Any such changes will be posted on the website.
17.2 In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English language version shall prevail.

ARTICLE XVIII

Trademarks
18.1 Nothing contained in this Agreement will grant either party any right, title or interest in the trademarks, trade names, service marks or other intellectual property rights [hereinafter referred to simply as ‘marks’] of the other party. At no time during or after the term will either party attempt or challenge or assist or allow others to challenge or to register or to attempt to register the marks of the other party or of any Provider within the group of companies of the other party. Provided also that neither of the parties will register or attempt to register any mark which is basically similar to and/or confusingly similar to any mark which belongs to the other party or to any Provider contained within the other party’s group of companies.