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Affiliate Program Agreement

Last updated: Aug, 2024

This affiliate program agreement is between o.r.s aideM eguH. (“The Company,” “we,” or “us”), and you, regarding your application to and participation in the Effective Cash Affiliate Program (the “Affiliate Program”) as an affiliate of The Company and the establishment of links from your website to one or more of our websites listed at https://effectivecash.com/external.php?page=index (collectively, the “Program Websites”).

By submitting an application to join or by participating in the Affiliate Program, you are confirming that you have read this agreement and the Terms of Service for the Program Websites, and that you agree to be bound by this agreement and those Terms of Service.

  • Definitions

    In this agreement, the following definitions apply:

    “Affiliate” means a business, individual, or entity applying to or participating in the Affiliate Program or that displays The Company’s Products and Services and promotions on its website or other means using an affiliate tracking code in exchange for receiving a commission from The Company for sales directly resulting from that display.

    “Affiliate Site” means an Affiliate’s website that displays The Company Products and Services and promotions.

    “Commission Fees” means the amount you will be paid for each Qualified Purchase by a Referred Customer that you refer to The Company subject to the Commission Threshold and under the terms of this agreement.

    “Commission Threshold” means the amount of Commission Fees an Affiliate must accrue before receiving a payment from The Company.

    “The Company’s Products and Services” means subscriptions to one or more Program Websites that are available for purchase from The Company.

    “Qualified Purchase” means a sale of The Company’s Products and Services by The Company to a Referred Customer that is not excluded under section 7, including signups and rebills.

    “Referred Customer” means each new and unique customer referred from an Affiliate through a Link that provides valid account and billing information.

  • Enrollment in the Affiliate Program
    • To begin the enrollment process, you must submit a completed Affiliate Program signup form. The signup form can be found at https://effectivecash.com/external.php?page=signup.
    • We will evaluate your application and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine that your Affiliate Site or promotional method is not suitable for the Affiliate Program for any reason, including, but not limited to, its inclusion of content that is unlawful or otherwise violates our Program Websites’ Terms of Service.
    • If we reject your application for any reason, you shall not reapply to the Affiliate Program using the same domain name/URL or reapply using a different domain name/URL and then add the previously rejected domain name/URL to your affiliate account. The Company may reject or remove any prospective Affiliate from the Affiliate Program, with or without notice.
  • Promotion of Our Affiliate Relationship
    • If you qualify to participate as an Affiliate, we will make a variety of graphic and textual links available to you (each referred to as a “Link” or collectively, as “Links”). The Links will serve to identify your Affiliate Site as a member of the Affiliate Program and will establish a link from your Affiliate Site or email to the applicable Program Website. Unless permitted by The Company, the Links must be used on your Affiliate Site, and you shall not distribute the Links to nonparties to be posted on websites that you do not own. You shall cooperate with us to establish, display, and maintain those Links. Your use of the Links shall comply with this agreement at all times. The Company may modify the Links on one or more occasions. You shall not use graphic or textual images (indicating a Link) or text messages to promote the Program Websites that The Company has not approved in advance. All Affiliates must display the Links prominently in relevant sections of their Affiliate Sites. Further, you shall not use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer’s knowledge (e.g., iframe). Any information about The Company that is going to be displayed on the Affiliate Site must be preapproved by The Company in writing.
    • Except as permitted in this agreement, you shall not (1) use The Company’s trademarks or other intellectual property, including without limitation, the Links (collectively, the “The Company IP”) without The Company’s prior written permission, (2) use The Company’s name (or any variation or misspelling of it or other terms that are confusingly similar to any of the preceding) in a domain name, any metatags, advertising, search terms, code, or otherwise, or (3) act in any way that causes or creates or could cause or create any “initial interest confusion” over the use of the The Company IP on the internet or in any search engine advertising. Using The Company IP other than as permitted under this agreement constitutes unlawful infringement of The Company’s intellectual property rights and might subject you to liability (including potential treble damages for knowing or willful infringement) and obligate you to pay The Company’s legal fees and costs for The Company’s enforcement of its rights.
    • You shall comply with the following rules when bidding on keywords on any paid search engine or social media site, including, without limitation, Google, Yahoo, Bing, X, and Facebook:
      • you are prohibited from bidding on any The Company trademarks or any variations and misspellings of them without The Company’s prior written approval;
      • you are prohibited from bidding on keywords containing The Company’s trademarks plus an additional term including “coupons,” “promotions,” and “promos.” Further, Affiliates must not broad or phrase match any of these keywords;
      • you are prohibited from outranking The Company’s internal paid search ad on any keywords;
      • you are prohibited from direct linking to a Program Website from any paid search ads;
      • you are prohibited from using a Program Website URL as a display URL; and
      • all materials, including without limitation, ad copy, coupons, and promotions on your Affiliate Site must accurately represent active and valid promotions. For example, you must not display an ad on your Affiliate Site for a promotion that has expired. We continue to monitor all paid search landscapes. If we find you in violation of this section, we may terminate your participation in the Affiliate Program. For more information on match types, please visit Google’s overview of match types.
  • You shall not post any refunds, credits, or discounts on The Company’s Products and Services or other content about The Company without The Company’s prior written consent in each instance. Affiliates must only use active coupons and discounts that are provided exclusively through the Affiliate Program using banners and links. Each Link connecting users of the Affiliate Site to the pertinent area of the Program Website will in no way alter the look, feel, or functionality of the Program Website. Any violations of the terms surrounding links, coupons, refunds, credits, or discounts will constitute a breach of this agreement and may result in your termination from the Affiliate Program or the withholding of Commission Fees.
  • US Federal Trade Commission (FTC) Endorsement Compliance
    • It is The Company’s intent to treat all our customers fairly. Accordingly, we require all Affiliates to comply with laws, regulations, and guidelines concerning advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides that require that material connections between advertisers and endorsers be disclosed. This means that all Affiliate Sites (e.g., directories, review/rating websites, blogs, and other websites) and any email or collateral that provide an endorsement or assessment of The Company’s Products and Services must prominently disclose the fact that you receive compensation for Referred Customers.
    • The Company may withhold Commission Fees and cancel your participation in the Affiliate Program if we determine that you are not complying with the previously mentioned guide or other FTC regulations or guides that we consider relevant.
  • Data Protection

    You shall comply with all data protection laws regarding the transmission of data exported to or from, the European Union, or the county in which you reside, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (“GDPR”). You, as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data. You shall promptly assist The Company in complying with any (1) data subject rights request under the GDPR that The Company might receive from any Referred Customers and (2) duties to cooperate with supervisory authorities under the GDPR.

  • Order Processing

    The Company will process orders made by Referred Customers who follow the Links from an Affiliate Site to The Company. We may reject orders that do not comply with certain requirements that we may establish on one or more occasions. All aspects of order processing and fulfillment, including The Company services, cancellation, processing, refunds, and payment processing will be our responsibility. We will track the Qualified Purchases generated by your Links and will make this information available to you through our Affiliate Program website. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your Affiliate Site and the Program Websites are properly formatted.

  • Commission Determination; Qualified Purchases
    • Commission Fees will be calculated based on 60% of the net revenues that The Company earns from each Qualified Purchase subject to commission accruing under section 8. A Qualified Purchase does not include any of the following:
      • a purchase by a Referred Customer that was made with gift cards;
      • a purchase by a Referred Customer that has transferred from any The Company partner or entity that owns, is owned by, or is under common ownership with The Company;
      • a purchase by a Referred Customer who is also associated with any The Company reseller, referral, or other program;
      • a purchase by a Referred Customer that is not up to date on payments or is subject to a refund, referral, or other program;
      • a purchase that was completed before the Affiliate joined the Affiliate Program or was not tracked properly through a Link;
      • a purchase by a Referred Customer that has not been in good standing for at least 30 days or in violation of the Program Websites’ Terms of Service or other policies when the Commission Fees accrue;
      • a purchase that The Company suspects, in its sole discretion, is the result of fraud, which includes but is not limited to, using software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this agreement;
      • a purchase referred by an Affiliate that has an excessive cancellation rate as determined in The Company’s sole discretion;
      • a purchase by a Referred Customer if the Referred Customer was offered or received coupons, refunds, credits, or discounts from the Affiliate;
      • a purchase by a Referred Customer if the Affiliate or Referred Customer is in or is promoting a business-opportunity program, as determined in The Company’s sole discretion;
      • a purchase by a Referred Customer who received a popup with a discounted offer, while leaving a Program Website during their purchase;
      • a purchase by a Referred Customer who, before that purchase, clicked through a Link established by another Affiliate under this Affiliate Program; or
      • a purchase by a Referred Customer more than 24 hours after clicking through the Link.
    • The Company may withhold paying Commission Fees to you if you are new to the Affiliate Program, or who have referrals that are potentially the result of fraud as determined by The Company, to determine the legitimacy and cancellation rates of Referred Customers.
    • The Company may suspend paying Commission Fees to you if it suspects fraud or other improper activity or a potential breach of this agreement by you or a Referred Customer. The Company may deduct from your current and future Commission Fees all Commission Fees corresponding to any fraudulent, questionable, and canceled purchases. If no subsequent Commission Fees are due, The Company may bill you for the balance of that refunded purchase on termination of your participation in the Affiliate Program or termination of the Referred Customer.
    • The Company may immediately cancel or withhold for later review any Commission Fees that do not meet the criteria of a “Qualified Purchase.” You are responsible for monitoring the payment, denial, and withholding of Commission Fees; The Company is not required to actively notify you of the status of Commission Fees. If you have a question about a Commission Fee that has been canceled or withheld, you have 30 days from the day the payment would have been due to contact The Company to request that the Commission Fee be paid. Any changes to decisions about canceled or withheld Commission Fees are made at our sole discretion.
    • Commissions for any Referred Customer who is associated with any The Company reseller, referral, or other program will not be considered a Qualified Purchase. In other words, you will not receive double commissions or compensation.
    • If The Company determines that the Referred Customers that are referred by you have an excessive cancellation rate, The Company may withhold or decline pending and future Commission Fees to you.
    • Any attempt by you to manipulate, falsify, or inflate Referred Customers, Qualified Purchases, or Commission Fees to intentionally defraud The Company or any other violation of this agreement constitutes immediate grounds for The Company to terminate your participation in the Affiliate Program and will result in you forfeiting any Commission Fees due.
  • Commission Payments
    • Subject to this agreement, Commission Fees will be calculated for each Qualified Purchase that accrues during the period for which those Commission Fees are being calculated.
    • Commission Fees will be processed bimonthly for the previous month's earnings (1st Pay Period: 1st to 15th of the month; 2nd Pay Period: 16th to the end of the month). Eligible payments are sent 21 days after the end of the applicable pay period. The Company is not required to pay you any other compensation for referring customers to The Company other than Commission Fees under this agreement. The Company will only compensate you for Qualified Purchases made in accordance with this agreement.
    • Commission Fees will be paid based on the current information in your Affiliate profile. You are required to notify us promptly of any change in your address or email address by updating your profile information in the Affiliate console. You are responsible for informing us of your requested payment method. You can update or change your requested payment method at any time by updating your Affiliate profile located in the Affiliate console. Any changes to your requested payment method might take up to two payout cycles to take effect.
    • You may view the currently available payment methods by logging into your Affiliate console.
    • The Company may modify the available commission payment methods or payment schedule at any time. Those changes will take effect when posted.
    • You have access to The Company’s real-time Affiliate Program statistics and must file any disputes within 30 days after the end of the month in which the sale or event that is disputed occurred. The Company will not accept disputes filed after 30 days of the date on which the disputed sale or event occurred, and you forfeit any rights to a potential claim.
    • Commission Fees will accrue and only become payable once you provide all relevant tax and address documentation under this section 8. It is solely your responsibility to provide The Company with accurate tax and payment information that is necessary to issue a Commission Fee to you. If The Company does not receive the necessary tax or payment information within 90 days of a Qualified Purchase that would otherwise trigger Commission Fees, the commissions will not accrue, and no Commission Fees will be owed for that Qualified Purchase.
    • You are responsible for paying all taxes related to the commissions you receive under this agreement. In compliance with US tax laws, The Company will issue a Form 1099-NEC to Affiliates whose earnings meet or exceed the threshold. You might be required to submit a W9 tax form to The Company before any Commission Fees will accrue.
    • Any address change must be made in your Affiliate profile in the Affiliate console.
    • The Company is not responsible for paying any nonparty fees, including any fees charged by PayPal, for you to receive Commission Fees.
  • Qualified Purchases Statistics

    You may log into your Affiliate account to review your click-through and Qualified Purchases statistics daily. The potential Qualified Purchases shown in this report have not been reviewed to confirm they meet all criteria for Qualified Purchases. Thus, Commission Fees might not be issued for all Referred Customers that appear in your Affiliate account.

  • Obligations Regarding Your Affiliate Site
    • You are solely responsible for developing, operating, and maintaining your Affiliate Site and for all materials that appear on your Affiliate Site. Those responsibilities include, but are not limited to, the technical operation of your Affiliate Site and all related equipment, creating and posting product reviews, descriptions, and references on your Affiliate Site and linking those descriptions to the applicable Program Website, the accuracy of materials posted on your Affiliate Site (including, but not limited to, all materials related to The Company’s Products and Services), and ensuring that materials posted on your Affiliate Site do not violate or infringe on the rights of anyone and are not defamatory or otherwise illegal. We will not be liable or responsible for those matters.
    • We may monitor signups through your Affiliate Site on one or more occasions to determine if you are complying with this agreement. If you are not complying, we may terminate your participation in the Affiliate Program effective immediately.
  • The Company Responsibilities

    We will provide all the information necessary for you to make Links from your Affiliate Site to the applicable Program Website. The Company will be solely responsible for order processing (including payment processing, cancellations, and refunds) for orders for The Company Products and Services placed by a Referred Customer, for tracking the volume and amount of Qualified Purchases generated by your Affiliate Site, for providing information to you regarding Qualified Purchase statistics, and for providing Referred Customers with the services purchased.

  • Policies and Pricing

    Referred Customers who purchase The Company Products and Services through our Affiliate Program are considered to be The Company customers. Our Program Websites’ Terms of Service, rules, policies, and operating procedures will apply to those customers. We may change our policies, pricing, and operating procedures at any time. For example, The Company determines the prices to be charged for The Company Products and Services sold through the Affiliate Program in accordance with our own pricing policies. Pricing and availability of The Company Products and Services might vary on one or more occasions, from Affiliate to Affiliate, and from region to region. Because price changes might affect products that you have listed on your Affiliate Site, you might or might not be able to include price information in your product descriptions. We will use reasonable efforts to present accurate information on our Program Websites, but we cannot guarantee the availability or price of any particular The Company Product or Service.

  • Emails and Publicity

    You shall not create, publish, transmit, or distribute, under any circumstances, any bulk email messages without The Company’s prior written consent, to be granted or denied in The Company’s sole discretion, in each instance. Additionally, you shall only send emails containing a Link or a message regarding The Company or the Affiliate Program to people who have previously consented to receive that communication from you. Your failure to comply with this section 13 and all laws relating to email communications will constitute a breach of this agreement by you and will result in your forfeiture of all rights you might have to any Commission Fees and the termination of your participation in the Affiliate Program. Further, if your account has excessive clicks in a short period as determined by The Company, The Company may terminate your participation in the Affiliate Program.

  • IP Licenses and Use
    • Subject to the limitations set out in section 3 and otherwise in this agreement, we hereby grant you a nonexclusive, nontransferable, revocable license to (1) access our Program Websites through the Links solely in accordance with this agreement, and (2) use The Company IP solely to promote The Company’s Products and Services on your Affiliate Site. You shall not alter, modify, or change The Company IP in any way. You shall only use The Company IP while you are an Affiliate in good standing and in compliance with this agreement.
    • You shall not use The Company IP for any purposes other than selling The Company’s Products and Services, without first submitting a sample to us and obtaining our prior written consent in each instance. You shall not use The Company IP in any manner that is disparaging, or that otherwise portrays The Company, any The Company employee, representative, or customer in a negative light. We reserve all our rights in The Company IP and your license to use the The Company IP is limited to the manner described in this agreement. We may revoke your license at any time by giving you written notice. If not previously revoked, this license will terminate on the termination of your participation in the Affiliate Program. We may review your Affiliate Site to ensure compliance with this agreement.
    • You hereby grant us a nonexclusive license to use your name, title, trademarks, and logo (the “Affiliate Trademarks”) in any advertisement or other materials used to promote The Company and the Affiliate Program. The Company is not required to use the Affiliate Trademarks, and any use is at its sole discretion. This license terminates on the termination of your participation in the Affiliate Program.
  • Term and Termination
    • This agreement is effective on your submission of an application to the Affiliate Program and will remain in effect until either party terminates your participation in the Affiliate Program. Your participation in the Affiliate Program may be terminated at any time by either party, with or without notice.
    • You are only eligible to earn Commission Fees on Qualified Purchases occurring during this agreement, except that you will continue to receive Commission Fees on subscription renewals for the lifetime of the subscription even if renewal occurs after the termination of this agreement subject to section 15(c). Commission Fees earned before the termination date will be eligible for Commission Fees only if the orders for the related The Company Products and Services are not canceled within 30 days and comply with this agreement. We may withhold your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payments from Referred Customers are legitimate.
    • If you violate this agreement, the Program Websites’ Terms of Service, or any law or regulation, you will immediately forfeit any right to all accrued, but not yet paid, Commission Fees and will be immediately removed from the Affiliate Program.
    • The Company may remove you from the Affiliate Program or terminate or suspend this agreement for any reason.
  • Modification

    We may modify this agreement at any time. Those modifications will take effect when posted on our Affiliate Program website. Modifications may include, but are not limited to, changes in the scope of available Commission Fees, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. You will be required to review and agree to the amended agreement before you can continue to participate in the Affiliate Program. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you will be entitled to your rights under the unmodified agreement before the date of the applicable modification.

  • Warranty Disclaimers

    We are not making any express or implied warranties or statements about the Affiliate Program or any The Company Products and Services sold through the Affiliate Program (including, without limitation, warranties of fitness for a particular purpose, merchantability, noninfringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, The Company is not making any statement that the operation of our Program Websites or Affiliate Program website will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.

  • Relationship of Parties

    You and The Company are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations for us. You will not make any statement, whether on your Affiliate Site or otherwise, that contradicts anything in this section 18.

  • Statements of Fact

    You state that the following facts are accurate:

    • you have reviewed and understand this agreement and agree to be bound by its terms;
    • your acceptance of this agreement and participation in the Affiliate Program will not violate (A) any provision of law, rule, or regulation to which you are subject, (B) any order, judgment, or decree applicable to you or binding on your assets or properties, (C) any provision of your bylaws or operating agreement or certificate of incorporation or organization, or (D) any agreement or other document applicable to you or binding on your assets or properties;
    • you are the sole owner of the Affiliate Trademarks, have the power to grant The Company the license to use those marks in the way contemplated in this agreement, and that grant will not (A) breach, conflict with, or constitute a default under any agreement or other document applicable to you or binding on your assets or properties, or (B) infringe on any trademark, trade name, service mark, copyright, or other proprietary right of any person or entity;
    • you are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any government body or any nonparty with your entering into this agreement;
    • there is no pending or threatened claim, action, or proceeding against you for the Affiliate Trademarks, and, to the best of your knowledge, there is no grounds for any such claim, action, or proceeding;
    • during this agreement, you will not include in your Affiliate Site content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, abusive, harassing, racially, ethnically, or otherwise objectionable, or in violation of our Program Websites’ Terms of Service;
    • if you are an individual, you are at least 18 years old; and
    • each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating a Commission Fee as provided in this agreement.
  • Limitation of Liability

    We will not be liable for any indirect, special, incidental, or consequential damages or any loss of revenue, profits, or data arising under this agreement or the Affiliate Program, even if we have been advised of the possibility of those damages. Further, our aggregate liability arising under this agreement and the Affiliate Program will not exceed the total Commission Fees paid or payable to you under this agreement during the three-month period immediately preceding the event giving rise to that liability.

  • Indemnification

    You shall indemnify The Company and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners against all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal fees) (collectively, “Losses”) arising out of or relating to (1) any claim that our use of the Affiliate Trademarks infringe on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of anyone, (2) any misrepresentation of a statement of fact or breach of an agreement made by you in this agreement, or (3) any claim related to your Affiliate Site, including, without limitation, its development, operation, maintenance, and content in it not attributable to us.

  • Confidentiality

    All information, including, without limitation, the terms of this agreement, business and financial information, The Company customer and vendor lists, and pricing and sales information (including without limitation commission rates) will remain confidential and shall not be used for any purpose outside this agreement except and solely if that information is (1) already lawfully known to or independently developed by the receiving party, (2) disclosed in published materials, (3) generally known to the public, or (4) lawfully obtained from any nonparty not under the obligation of confidentiality to the disclosure under this agreement. Despite the preceding, each party may deliver a copy of any such information (1) to its accountants, attorneys, or other agents on a confidential basis, (2) under a valid subpoena or order issued by a court or administrative agency of competent jurisdiction, or (3) otherwise as required by law, rule, regulation, or legal process. If that disclosure is made, the receiving party shall give the disclosing party prior notice before releasing any information unless giving that notice is prohibited.

  • Independent Investigation

    You understand that we may (directly or indirectly) solicit relationships on terms that might differ from those contained in this agreement. We may also solicit relationships with entities that operate websites that are similar to or compete with your Affiliate Site. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee, or statement other than as set out in this agreement.

  • Miscellaneous
    • Czech law governs all adversarial proceedings arising out of this agreement or the Affiliate Program.
    • Each party acknowledges that (1) breach by either party of that party’s obligations under this agreement has the potential to cause irreparable harm for which damages would be an inadequate remedy and (2) if any such breach occurs or is threatened and might cause irreparable harm, each party would want a court to grant the other party an injunction, a restraining order, or any other equitable remedy, in each case without posting a bond or other security and without proof of actual damages.
    • As the exclusive means of bringing adversarial proceedings to resolve any dispute arising out of this agreement or the Affiliate Program (other than any proceeding brought by a party seeking an injunction, a restraining order, or any other equitable remedy to which that party is entitled under section 24(b)), a party may demand that the dispute be resolved by arbitration administered by the World Intellectual Property Organization (WIPO) in accordance with the WIPO Expedited Arbitration Rules, which are available at https://www.wipo.int/amc/en/arbitration/expedited-rules/index.html. Judgment on any award rendered in any arbitration may be entered in any court having jurisdiction. The parties intend to arbitrate solely on an individual basis, and this agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative proceeding. The arbitrator must not consolidate more than one person’s claims and must not otherwise preside over any form of a representative or class proceeding. The arbitrator will have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitration, except that the arbitrator has no power to rule on the validity or enforceability of the agreement to arbitrate solely on an individual basis. Any arbitration begun in accordance with this arbitration provision must be conducted by one arbitrator. Any arbitration begun in accordance with this arbitration provision must be conducted in English. Any arbitration begun in accordance with this arbitration provision must be conducted virtually using Zoom or a virtual meeting platform that provides similar functionality. If virtual arbitration is not possible due to technical issues, because the arbitrator is unwilling or unable to attend the arbitration virtually, or for one or more other compelling reasons, the arbitration must be conducted in Prague, Czech Republic, or any other place mutually agreed on by the parties. The arbitrator must not award punitive damages in addition to compensatory damages. Each party hereby waives any right to recover any such damages in any arbitration.
    • if either party brings a proceeding seeking an injunction, a restraining order, or other equitable remedy to which that party is entitled under section 24(b), that party may bring that proceeding only in a court of the Czech Republic sitting in Prague. Each party hereby waives any claim that any proceeding brought in accordance with this section 24(d) has been brought in an inconvenient forum or that the venue of that proceeding is improper.
    • In an adversarial proceeding between the parties arising out of this agreement or the Affiliate Program, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the prevailing party incurs in that adversarial proceeding (including any appeals), including legal fees and expenses.
    • Apart from proceedings arising from a claim for indemnification, neither party may initiate adversarial proceedings to resolve any dispute arising out of this agreement or the Affiliate Program more than one year after the date that dispute arose.
    • This agreement is personal to you. Except with The Company’s prior written consent, you shall not transfer, including by merger (whether you are the surviving or disappearing entity), consolidation, dissolution, or operation of law, (1) any discretion granted under this agreement, (2) any right to satisfy a condition under this agreement, (3) any remedy under this agreement, or (4) any obligation imposed under this agreement. Any purported transfer by you in violation of this section 24(g) will be void.
    • No waiver of any provision of this agreement will be effective unless it is in writing and signed by the party granting the waiver. No failure or delay in exercising any right or remedy under this agreement will operate as a waiver of that right or remedy. A waiver granted on one occasion will not operate as a waiver on future occasions.
    • The parties acknowledge that if a dispute between the parties arises out of this agreement or the subject matter of this agreement, they would want the court to interpret this agreement as follows: (1) for any provision that it holds to be unenforceable, by modifying that provision to the minimum extent necessary to make it enforceable or, if that modification is not permitted by law, by disregarding that provision; (2) if an unenforceable provision is modified or disregarded under this section 24(i), by holding that the rest of the agreement will remain in effect as written; (3) by holding that any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable; and (4) if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this agreement, by holding the entire agreement unenforceable.
    • You consent to receive all notices regarding this agreement and the Affiliate Program by email to the email address set out in your Affiliate profile. It is your responsibility to ensure that your email address is up to date.
    • This agreement constitutes the entire understanding between the parties regarding the Affiliate Program. You acknowledge that because you have not relied on, and will not be relying on, any statements made by The Company regarding the Affiliate Program, you will have no basis for bringing any claim for fraud in connection with any such statements.
    • We encourage you to provide feedback about the Affiliate Program. But we will not treat as confidential any suggestion or idea provided by you, and nothing in this agreement will restrict our right to use, profit from, disclose, publish, or otherwise exploit any feedback, without payment to you.
    • This agreement is drafted in English. If this agreement is translated into any other language, the English version prevails in case of any discrepancies or conflicts. All communications and notices made or given under this agreement will be in the English language.
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