This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and between Alfaleads Affiliate OÜ, a company with registered address on Nisu 25-25, Tallinn, 10317, Estonia and registry code 14758976 ("Alfaleads" or "Operator"), and you, ("Partner" or "Affiliate") the party submitting an application to become an Alfaleads affiliate).
The terms and conditions contained in this Agreement apply to your participation with Affiliate Program on Alfaleads branded web-sites. By submitting the registration form, you confirm you expressly consent to all the terms and conditions of this Agreement.
1.1. In this Agreement, the terms and definitions specified below shall be construed as follows:
1.1.1. Affiliate Network – the Alfaleads branded internet web-sites, i.e https://alfaleads.net or https://alfaleads.eu which is operated by the Operator and intended for the public access to information about the Affiliate Program that Alfaleads set up for Partners and its terms and conditions;
1.1.3. Advertisers – persons, companies or advertising services, who participate in Affiliate Program in accordance with the terms of Affiliated network, in order to increase the sales by increasing the number of Leads generated as result of an Advertising. For this purpose,they publish Offers for Affiliated Partners for Advertising of their services, products, goods through various advertising means on the Internet resources;
1.1.4. Offer – the brief description of Advertising that an Advertiser is looking for publishing for user’s attraction to its goods or services includes but not limited with the advertising object(s), channel of distribution of advertising materials, types of posting, payment model, period of publishing, territorial focus and other details which can be significant for Partners to perform advertising services. If a Partner accepts the Offer it means that it agrees with the Offer and is ready to start publishing link to the Advertising on its Advertising space.
1.1.5. Advertising – information distributed via Internet, which contains any Advertising Materials, is addressed to indefinite persons and intended to draw attention to the Advertising Object, formation and maintenance of interest thereto, as well as its promotion in the market.
1.1.6. Advertising Object – product, service, group in a social-media, means of individualization of manufacturer, seller and other persons/objects, whose attention is intended to be drawn by such Advertising.
1.1.7. Advertising Materials – Advertising electronic media published by the Partner in the Advertising Space, including, but not limited to: banner – any static or dynamic image of a certain size, format and creation technology (including graphic banner, text banner, interactive banner, banner containing animated and/or video elements, etc.); text block – any formatted text (including news, article, announcement, review, description of the contest or any other information message and/or advertising message); text and graphic block – any information block (including news, article, announcement, review, description of the contest or any other information message and/or advertising message) consisting of the formatted text and graphic image; branding – aggregate of all banners published on all or certain pages of a web-site, which change the styling of such web-pages for a certain period, in accordance with the stylistics of the Advertising Object. video clip – audiovisual work created in any form as a result of creative design and consists of fixed serial interconnected images (accompanied by soundtrack or not) designed to visual and aural (in case of accompanying by soundtrack) perception by the relevant means. streaming video – Advertising video materials translated in a real time mode via the Internet. Advertising Materials may contain a hyperlink to the Landing Page.
1.1.8. Landing Page – Advertiser’s web-site page accessed by Internet users as a result of clicking on the Advertising Material published by the Affiliate in the Advertising Space.
1.1.9. Web-Site – aggregate of means and information intended for publication on the Internet and displayed in certain text, graphic or soundforms. A web-site has a unique address (domain name) making it possible to identify and access it.
1.1.10. Partner’s account a part of my.alfaleads.net, available only for registered Partners, allowing the Partner to look through and accept the Offers and get the information about the balance of the Comissions earned for the Period.
1.1.11. Partners – members of a Partner service that provide advertising services for Advertisers on their announced sites. The list of Advertising Space is indicated by the Parties in the relevant Order for the provision of services;
1.1.12. Advertising Space (Media) – web-site(s) (including without limitation page(s)/section(s)/canal of the website(s) or the aggregate of web-sites governed by the same rules of posting Advertisements that either belong to the Partners or the Partner has the right to use them for the purpose of providing services in accordance with this Agreement;
1.1.13. User – an individual who access Advertising Materials via Advertising Space for performing a particular action;
1.1.14 Link - graphic or/and textual object which leads to the Advertising and/or other creative materials (collectively, the "Links") which identify you as a member of our Affiliate Program and will establish a link from your Media to the Advertising Object
1.1.15. Qualified action means an individual person who (i) accesses the Advertising materials via the Link, where the Link is the last link to the Advertising materials, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv)completes all of the information required for such action within the time period allowed by Alfaleads and (v) is not later determined by Alfaleads tobe fraudulent, incomplete, unqualified or a duplicate.
1.1.16. User’s Personal Data – data provided by the User as a result of the Target action
1.1.17. Lead– successful result of a Qualified action, such as purchasing a product, ordering and / or purchasing services, registering, subscribing to a newsletter, sending e-mail and others;
1.1.18. Reporting Period – time period, during which the Services and payments are rendered and which is set by the Operator. By default, the reporting period is 1 calendar month of the year from the date of Advertising placement (If the first and / or last month of advertising - is incomplete the Reporting period is deemed as corresponding part of the first and / or last calendar month);
1.1.19. Advertising campaign – aggregate of actions of the Partner for advertising services, products, goods of the Operator through various advertising tools on the Internet resources;
1.1.20. Advertising campaign limit – limit (maximum) number of Target actions (Leads) that the Operator agrees to accept from the Partner;
1.1.21. Advertising campaign budget – limit (maximum) cost of an Advertising campaign for a specific advertised product of the Operator;
1.1.22. Targeting – targeted audience of users determined by the Operator, based on their age, geographical location, hobbies and other indicators, the Target actions of which are counted to the Partner in determining the services provided.
1.1.23. Click – one click by the Internet user on a hyperlink (contained in the Advertising Material published by the Partner in the Advertising Space) to the Landing Page.
1.1.24. Display – one demonstration to the Internet user of the Advertising Material published by the Partner in the Advertising Space.
1.1.25. Involved registration – Internet user’s actions required by the Operator in order for such a user to acquire the status of the Operators client (recipient of Operator’s goods and services) by means of Clicking on the Advertising Material published by the Partner in the Advertising Space. Criteria for Involved registration are specified in the relevant Offer.
1.1.26. Affiliate’s personal account – account on https://my.alfaleads.net/ with 4-digit registration code which allows the Partner to get access to financial statistic and manage his actions as a member of Affiliate program. The access to the Affiliate’s personal account is available only to Partners who accept and fully agrees with this Affiliate Program Operating Agreement.
You must submit an Affiliate Program application from our website. You must accurately complete the application to become an affiliate, including your personal data and valid contact information, and provide us with future updates. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. Upon this you will get access to your Affiliate’s personal account. We may accept or reject your application at our sole discretion for any reason. By accepting this agreement the Partner confirms that he considers to be a person involved in business in his country of residence which implies his obligations to pay all domestic business taxes.
Except as otherwise provided in this Agreement or with the consent of Alfaleads, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliated Network, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
You may not alter, modify, manipulate or create derivative works of any Alfaleads graphics, creative, copy or other materials owned by, or licensed to, Alfaleads in any way. You are only entitled to use these to the extent that you are a member in good standing of the Affiliate Program. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Alfaleads's trademarks, service marks, copyrights, patents or trade secrets. You agree that Alfaleads may use any suggestion, comment or recommendation you choose to provide to Alfaleads without compensation. All rights not express or granted in this Agreement are reserved by Alfaleads.
This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time by removing all Advertising Materials published according with the terms of this Agreement from your Media, deleting all copies of it. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links to the Advertising materials or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all Alfaleads or Advertiser intellectual property, and will cease representing yourself as a Alfaleads or Advertiser’s affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
In addition to any other rights and remedies available to us under this Agreement Alfaleads reserves the right to disregard any Qualified actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) Alfaleads determines that you have violated this Agreement, (ii) Alfaleads receives any complaints about your participation in the Affiliate Program which Alfaleads reasonably believes to violate this Agreement or(iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Alfaleads reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
You must strictly comply with any applicable anti-spam acts and regulations. All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. From time to time, we may request - prior to your sending emails containing linking or referencing the Affiliate Program that you submit the final version of your email to Alfaleads for approval by sending it to your Alfaleads representative and upon receiving written approval from Alfaleads of your email the email may be transmitted to third parties. It is solely your obligation to ensure that your actions complies with the legislation.
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with placement of Advertising or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks, displays and/or involved registrations or completion of any required information, using spyware, stealware, cookie-stuffing and other deceptive acts or click-fraud. Alfaleads shall make all determinations about fraudulent activity in its sole discretion.
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, Alfaleads represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Alfaleads's own business operations or Alfaleads's proprietary products or services.
In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time without providing you with any notification. The changes will become effective 5 (five) business days after publishing. It’s your obligation to keep knowing if your version of this Agreement is up-to-date. If the modifications are unacceptable to you, you may terminate this Agreement immediately without penalty solely on the account of such termination. Your continued participation in this Affiliate Program 5 (five) business days after the new version of the Agreement was posted will constitute your acceptance of such change. In addition, Alfaleads may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from Alfaleads to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliateas part of the Affiliate Program.
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.
Affiliate hereby agrees to indemnify, defend and hold harmless Alfaleads and Advertisers and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or Alfaleads or Advertisers intellectual property, or (iii)any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links). Alfaleads hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that Alfaleads is not authorized to provide you with the Links.
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS ANDSERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALFALEADS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED ORSTATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. ALFALEADS DOES NOTWARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. ALFALEADS EXPRESSLY DISCLAIMS ANYLIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIRPRODUCTS OR SERVICES. ALFALEADS DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
IN NO EVENT SHALL ALFALEADS BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICALMAL FUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF ALFALEADS. IN NO EVENT WILL ALFALEADS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGESARE FORESEEABLE AND WHETHER OR NOT ALFALEADS HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. ALFALEADS 'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEEDTHE AMOUNTS PAID TO AFFILIATE BY ALFALEADS IN COMMISSIONS DURING THE 3 (THREE) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
16.1. Affiliate shall be responsible for the payment of all attorney’s fees and expenses incurred by Alfaleads to enforce the terms of this Agreement. This Agreement contains the entire agreement between Alfaleads and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that Alfaleads shall not be subject to or bound by any other agreement between Affiliate and Alfaleads, any insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Alfaleads "clicks through" or otherwise indicates its acceptance thereof. In case of any contradictions between this Agreement and any other signed or written agreements between Alfaleads and Affiliate this Agreement has priority. Affiliate may not assign all or any part of this Agreement without Alfaleads's prior written consent. Alfaleads may assign this Agreement at any time with notice to Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent Partner in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership (in legal meaning), joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights here under shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
16.2. This Agreement shall be governed by and construed according to the laws of Estonia. The Parties agree that any controversy or claim arising out of or relating to Agreement, or the breach thereof, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Dispute Resolution Procedures, as modified by the ICDR Online Protocol for Manufacturer/Supplier Disputes then in effect (please find the International Dispute Resolution Procedures and the ICDR Online Protocol for Manufacturer/Supplier Disputes at www.icdr.org).
16.3. By submitting and application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.
This Agreement was last revised on 31-08-2021