Algo Affiliates Affiliate Program Terms of Use
Effective Date: September, 2024
These Terms of Use (“Terms“) set forth the legally binding terms and conditions for participation in the affiliate marketing program provided by Algo Affiliates (“Algo Affiliates”) and the affiliate marketing company (“Company”). By enrolling and participating in Algo Affiliates’ affiliate program, you (“Affiliate” or “Company”) agree to comply with and be legally bound by these Terms. If you do not agree with any provision of these Terms, you must not participate in the affiliate program or use any of Algo Affiliates’ services.
1. Affiliate Participation
1.1 Eligibility and Enrollment in the Program
To become an Affiliate in Algo Affiliates’ affiliate program, you must first complete and submit an online application form provided by Algo Affiliates. The information required in this application may include, but is not limited to, details regarding your business, marketing strategies, and financial standing. Algo Affiliates reserves the right to assess your application at its sole discretion and may accept or reject your application for any reason without any obligation to disclose the reasons for such decision. Acceptance into the program constitutes an agreement to abide by these Terms and any additional policies or guidelines that Algo Affiliates may establish and communicate.
1.2 Account Access and Security
As an Affiliate, you will be granted access to a designated affiliate account. This account is strictly for your use in conducting affiliate marketing activities in accordance with these Terms. You are responsible for maintaining the confidentiality and security of your account credentials, including your username and password. The Affiliate is expressly prohibited from accessing Algo Affiliates’ customers’ accounts except through the specific admin access granted by Algo Affiliates, and solely for the purposes explicitly defined within these Terms. Any unauthorized access or use of these accounts, including but not limited to accessing customer data or modifying account settings without prior authorization, will be considered a severe breach of these Terms. Such breach may result in immediate termination of your participation in the affiliate program, revocation of all rights granted under these Terms, and may subject you to legal action and liability for any resulting damages. Algo Affiliates reserves the right to conduct audits of the Affiliate’s access logs and related records to ensure compliance with this provision. The Affiliate is required to cooperate fully with any such audits.
1.3 Modification of Participation Terms
Algo Affiliates reserves the right to modify these Terms from time to time, and if we do, we will notify you by revising the date at the top of the Terms. Unless otherwise noted, the amended Terms will be effective immediately, and your continued use of our Service will confirm your acceptance of the changes. Such modifications may include changes to the eligibility criteria, commission structures, marketing guidelines, and other aspects of the program.
If you do not agree with the changes, you must immediately cease participation in the program and notify Algo Affiliates of your decision to terminate your affiliation.
2. Affiliate Responsibilities
2.1 Compliance with Applicable Laws and Regulations
As an Affiliate, you agree to conduct all activities in strict compliance with all applicable laws, regulations, and industry standards. This includes, but is not limited to, regulations related to advertising, consumer protection, data privacy, and electronic communications. You must ensure that all marketing practices are transparent, truthful, and non-deceptive, and that they do not infringe upon the rights of any third party, including intellectual property rights, privacy rights, and contractual rights. You are responsible for obtaining any necessary licenses or permits required to engage in your marketing activities and for ensuring that your practices comply with the legal requirements of the jurisdictions in which you operate.
2.2 Creation and Use of Advertising Materials
All advertising materials, marketing publications, and related operational activities must fully comply with applicable regulatory guidelines, particularly those applicable to the promotion of Algo Affiliates’ regulated services or products. The Affiliate warrants that it will exercise the highest level of diligence and care in creating and distributing these materials. The Affiliate must ensure that the advertising materials do not infringe upon any third-party intellectual property rights, violate any applicable laws or regulations, or contain any false or misleading statements. Algo Affiliates reserves the right to review and approve all advertising materials prior to their dissemination and may require modifications or disapprove materials that do not meet the required standards. The Affiliate is responsible for the accuracy, legality, and appropriateness of all content used in its advertising efforts and must promptly address any issues that arise in connection with its advertising practices.
2.3 Promotion of Algo Affiliates’ Business and Reputation
The Affiliate acknowledges the importance of protecting Algo Affiliates’ reputation and brand image. As such, the Affiliate agrees to ensure that all materials and content used in promoting Algo Affiliates’ business are of the highest quality and do not contain any content that could be deemed libelous, obscene, sexually explicit, violent, or otherwise illegal or inappropriate. The Affiliate will make every effort to align the marketing materials with Algo Affiliates’ strategic goals and branding guidelines. This includes adhering to Algo Affiliates’ standards for visual and written content, tone of messaging, and overall presentation. Any deviation from these standards must be approved in writing by Algo Affiliates. The Affiliate must immediately cease any marketing activities that Algo Affiliates determines, in its sole discretion, to be harmful to its brand or reputation.
2.4 Prohibited Activities and Consequences of Non-Compliance
The Affiliate is strictly prohibited from engaging in any activities that are illegal, fraudulent, or otherwise harmful to Algo Affiliates’ business interests. Prohibited activities include, but are not limited to, sending unsolicited emails (spam), distributing malware or malicious software, engaging in click fraud or other forms of fraudulent traffic generation, using false or misleading representations in marketing materials, and any other activities that violate these Terms or applicable law. The Affiliate acknowledges that participation in such prohibited activities will result in immediate termination from the affiliate program and may lead to legal action, including claims for damages and indemnification for any losses suffered by Algo Affiliates as a result of the Affiliate’s conduct. Algo Affiliates reserves the right to pursue all legal remedies available under the law to protect its interests and enforce these Terms.
3. Intellectual Property
3.1 License to Use Algo Affiliates’ Intellectual Property
Subject to the terms and conditions set forth in these Terms, Algo Affiliates grants the Affiliate a limited, non-exclusive, non-transferable, and revocable license to use Algo Affiliates’ trademarks, logos, trade names, and other intellectual property (“Algo Affiliates IP”) solely for the purpose of promoting Algo Affiliates’ services as outlined in these Terms. The Affiliate may use Algo Affiliates IP only in the form and manner approved by Algo Affiliates and must adhere to Algo Affiliates’ brand guidelines and any other usage policies communicated to the Affiliate. The Affiliate shall not alter, modify, or create derivative works based on Algo Affiliates IP without prior written consent from Algo Affiliates. The license granted under this section does not convey any ownership rights in Algo Affiliates IP, and all rights not expressly granted are reserved by Algo Affiliates. The Affiliate agrees to immediately cease using Algo Affiliates IP upon termination of these Terms or upon receipt of notice from Algo Affiliates.
3.2 Ownership of Deliverables and Intellectual Property Rights
Algo Affiliates retains exclusive ownership of all deliverables, including but not limited to data, files, documents, marketing materials, and any other work products (“Deliverables”) produced by the Affiliate in the course of providing services under these Terms. The Affiliate acknowledges that all intellectual property rights, including copyrights, trademarks, patents, trade secrets, and other proprietary rights, in and to the Deliverables are the sole property of Algo Affiliates. The Affiliate hereby irrevocably assigns, transfers, and conveys to Algo Affiliates all rights, title, and interest in and to the Deliverables, including any intellectual property rights that may arise from the creation of such Deliverables. The Affiliate agrees to execute any documents and take any actions reasonably necessary to effectuate such assignment and to cooperate with Algo Affiliates in securing and enforcing these rights.
3.3 Confidentiality and Use of Deliverables
The Affiliate agrees to treat all Deliverables and any related work products as confidential information and shall not use, disclose, distribute, or otherwise make available such Deliverables without Algo Affiliates’ prior written consent. The Affiliate may retain copies of the Deliverables solely for record-keeping purposes, provided that these copies are kept confidential and secure. The Affiliate agrees to implement and maintain appropriate technical and organizational measures to protect the confidentiality and security of the Deliverables. Upon termination or completion of the services provided under these Terms, the Affiliate shall promptly return or destroy all copies of the Deliverables and any other materials provided by Algo Affiliates, as directed by Algo Affiliates The Affiliate shall certify in writing that it has fully complied with this obligation.
3.4 Moral Rights Waiver
To the extent permitted by applicable law, the Affiliate hereby waives any and all moral rights it may have in the Deliverables in favor of Algo Affiliates. This waiver includes, but is not limited to, the right of attribution, the right to have the Deliverables remain unchanged, and the right to prevent any derogatory treatment of the Deliverables. The Affiliate agrees that Algo Affiliates may use, modify, adapt, and exploit the Deliverables in any manner it deems appropriate, without any obligation to credit the Affiliate or seek its approval.
3.5 No Rights Retained by the Affiliate
Except as expressly authorized in writing by Algo Affiliates, the Affiliate shall not retain any rights, licenses, or interests in the Deliverables or any intellectual property rights therein. The Affiliate agrees that all rights, title, and interest in and to the Deliverables, including any derivative works, modifications, or improvements, are and shall remain the exclusive property of Algo Affiliates. The Affiliate acknowledges that it has no rights to use the Deliverables for any purpose other than as expressly permitted by Algo Affiliates and that any unauthorized use of the Deliverables constitutes a breach of these Terms and may result in legal action.
4. Compensation and Payment Terms
4.1 Fees and Payment Schedule
As compensation for the services provided by the Affiliate under these Terms, Algo Affiliates shall pay the Affiliate commissions as outlined in the applicable Insertion Order (“IO”) separately signed between the Parties from time to time. The commission structure, including the rates, payment schedule, and any applicable conditions, may be modified by Algo Affiliates from time to time. Commissions will be calculated based on the performance metrics approved solely by Algo Affiliates, such as the number of valid leads, sales, or other qualifying actions generated by the Affiliate’s marketing efforts. Algo Affiliates will issue commission payments on a monthly basis, provided that the total commission amount due to the Affiliate exceeds $500. If the total commission due is less than $500, the amount will be rolled over to the next month and will continue to roll over until the minimum threshold is reached.
4.2 Right to Withhold Payments
Algo Affiliates reserves the right to withhold or deny payment of commissions in situations involving withdrawals, chargebacks, underage issues, fraud, or any other suspicious or unauthorized activities. Additionally, payment may be withheld if the Advertiser fails to meet predefined Key Performance Indicators (KPIs) or does not achieve the required number of qualified sales, if such have been specified. The Affiliate acknowledges and agrees that Algo Affiliates shall have sole discretion to determine the validity of such claims and to withhold payments as necessary to protect its interests. The Affiliate agrees to cooperate fully with Algo Affiliates in investigating and resolving any such issues, including providing all relevant documentation and information upon request. In the event that Algo Affiliates determines that the Affiliate has engaged in any fraudulent or unauthorized activities, Algo Affiliates may terminate the Affiliate’s participation in the program and recover any payments previously made to the Affiliate.
4.3 Adjustments and Disputes
In the event of any discrepancies or disputes regarding the calculation of commissions or the amounts due under these Terms, the Affiliate must notify Algo Affiliates in writing within seven (7) days of the receipt of the relevant payment statement. Failure to notify Algo Affiliates within this period will be deemed acceptance of the payment as final and binding. Algo Affiliates will review any claims and, if necessary, adjust future payments. The Affiliate acknowledges that Algo Affiliates’ decision regarding any disputes or adjustments shall be final and binding.
4.4 Taxes and Withholding
The Affiliate is responsible for the payment of all taxes, duties, and other governmental charges imposed in connection with the payments made under these Terms. Algo Affiliates may withhold any amounts required by applicable law from payments due to the Affiliate and will provide the Affiliate with documentation of such withholding. The Affiliate agrees to provide Algo Affiliates with all necessary tax identification information and documentation to enable Algo Affiliates to comply with its tax reporting and withholding obligations.
5. Indemnification
The Affiliate agrees to indemnify, defend, and hold harmless Algo Affiliates, its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach of these Terms by the Affiliate, including but not limited to any third-party claims alleging that the marketing materials or activities of the Affiliate infringe upon any intellectual property rights, violate any applicable laws or regulations, or result in harm to any third party. The Affiliate’s indemnification obligation includes the duty to defend Algo Affiliates against any such claims and to pay any settlements, judgments, or awards arising from such claims. Algo Affiliates will promptly notify the Affiliate of any claim or proceeding subject to indemnification and will cooperate fully with the Affiliate in the defense of such claim or proceeding.
6. No Warranties
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, WE PROVIDE THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE PROVIDE THE SERVICE WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT). WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE (AND OUR WEBSITE): WILL OPERATE ERROR-FREE OR THAT DEFECTS OR ERRORS WILL BE CORRECTED; WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE, UNINTERRUPTED OR SECURE AT ANY PARTICULAR TIME OR LOCATION; ARE FREE FROM VIRUSES OR OTHER HARMFUL CONTENT.
7. Limitation of Liability
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, IN NO EVENT WILL ALGO AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION AND WHETHER OR NOT WE KNEW THAT SUCH DAMAGE MAY HAVE BEEN INCURRED.
IN NO EVENT WILL ALGO AFFILIATES BE LIABLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING, VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE, YOUR ACCOUNT, OR ANY INFORMATION CONTAINED THEREIN.
To the maximum extent permitted by applicable law, Algo Affiliates shall not be liable to the Affiliate or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or in connection with these Terms, including but not limited to loss of profits, loss of business opportunities, loss of data, or any other economic losses, even if Algo Affiliates has been advised of the possibility of such damages. Algo Affiliates’ total liability to the Affiliate under these Terms, whether in contract, tort, or otherwise, shall not exceed the total amount of commissions paid to the Affiliate under these Terms in the twelve (12) months preceding the event giving rise to the claim. This limitation of liability shall apply regardless of the cause of action or the theory of liability.
8. Confidentiality
8.1 Definition of Confidential Information
“Confidential Information” means any and all information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business plans, marketing strategies, financial data, customer lists, proprietary software, trade secrets, and any other non-public information relating to the disclosing party’s business or operations.
8.2 Obligations of Confidentiality
Each party agrees to maintain the confidentiality of the other party’s Confidential Information and to use such information solely for the purposes of performing its obligations under these Terms. Each party shall take reasonable precautions to protect the confidentiality of the other party’s Confidential Information, including implementing appropriate technical and organizational measures to prevent unauthorized access, use, or disclosure. The receiving party shall not disclose the disclosing party’s Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to perform its obligations under these Terms.
8.3 Exclusions from Confidential Information
Confidential Information does not include information that (a) is or becomes publicly available through no fault of the receiving party, (b) was lawfully known to the receiving party prior to disclosure by the disclosing party, (c) is lawfully obtained by the receiving party from a third party without breach of any confidentiality obligation, or (d) is independently developed by the receiving party without reference to or use of the disclosing party’s Confidential Information.
8.4 Return or Destruction of Confidential Information
Upon termination of these Terms or upon the disclosing party’s request, the receiving party shall promptly return or destroy all copies of the disclosing party’s Confidential Information in its possession or control, including any copies stored in electronic form. The receiving party shall certify in writing that it has fully complied with this obligation. Notwithstanding the foregoing, the receiving party may retain one archival copy of the Confidential Information for legal or regulatory purposes, provided that such copy is maintained in a secure location and is not used for any other purpose.
8.5 Survival of Confidentiality Obligations
The confidentiality obligations set forth in these Terms shall survive for a period of three (3) years. During this period, the receiving party shall continue to protect the confidentiality of the disclosing party’s Confidential Information in accordance with the provisions of this section.
9. Force Majeure
9.1 Definition of Force Majeure Events
Neither party shall be liable for any delay or failure to perform its obligations under these Terms if and to the extent that such delay or failure is caused by events beyond its reasonable control (“Force Majeure Events”). Force Majeure Events may include, but are not limited to, natural disasters (such as earthquakes, floods, or hurricanes), acts of war or terrorism, civil unrest, labor strikes, pandemics, governmental actions or regulations, and interruptions in transportation or communications infrastructure.
9.2 Notification and Mitigation
Upon the occurrence of a Force Majeure Event, the affected party shall promptly notify the other party in writing, specifying the nature of the event, its expected duration, and the anticipated impact on the performance of its obligations under these Terms. The affected party shall use commercially reasonable efforts to mitigate the effects of the Force Majeure Event and to resume performance as soon as practicable. The time for performance of the affected party’s obligations shall be extended for a period equal to the duration of the Force Majeure Event, provided that if the Force Majeure Event continues for a period exceeding ninety (90) days, either party may terminate these Terms upon written notice to the other party.
9.3 Limitations of Force Majeure Relief
Notwithstanding anything to the contrary in these Terms, a Force Majeure Event shall not relieve the affected party of its obligation to make payments due under these Terms that have accrued prior to the occurrence of the Force Majeure Event. Additionally, financial inability or economic hardship shall not constitute a Force Majeure Event for purposes of this section. The affected party shall provide evidence and documentation reasonably satisfactory to the other party to support its claim of a Force Majeure Event.
10. Independent Contractors
10.1 Nature of the Relationship
The parties acknowledge and agree that they are independent contractors and that nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between them. Neither party shall have any authority to act on behalf of or bind the other party in any manner, nor shall either party represent to any third party that it has such authority.
10.2 No Exclusive Rights
These Terms do not grant either party any exclusive rights or obligations with respect to the other party’s business or services. Each party is free to engage in similar relationships with other companies, including competitors of the other party, provided that such relationships do not conflict with or violate these Terms.
10.3 No Right to Control
Each party shall have the sole right and responsibility to control the manner and means by which it performs its obligations under these Terms. Neither party shall have the right to direct or control the other party’s activities, employees, or contractors, except as expressly provided in these Terms.
11. Notices
11.1 Method of Delivery
All notices, requests, demands, and other communications required or permitted under these Terms shall be in writing and shall be delivered to the respective parties at the addresses specified by the Parties. Notices may be delivered by hand, by registered or certified mail (return receipt requested), by a nationally recognized overnight courier service, or by email (with confirmation of receipt).
11.2 Deemed Receipt
Notices shall be deemed received as follows: (a) if delivered by hand, when delivered; (b) if sent by registered or certified mail, upon receipt or refusal to accept delivery; (c) if sent by a nationally recognized overnight courier service, upon receipt; and (d) if sent by email, when acknowledged by the receiving party (excluding automated responses). Notices that are delivered outside of normal business hours (9:00 a.m. to 5:00 p.m., local time of the receiving party) shall be deemed received on the next business day.
11.3 Address for Notices
Each party shall notify the other party in writing of any change in its address for notices. Until such notice is given, notices shall be sent to the addresses specified in these Terms.
12. Waivers
12.1. No waiver of any provision of these Terms shall be effective unless expressly set forth in writing and signed by the party granting the waiver. A waiver of any breach or default shall not constitute a waiver of any subsequent breach or default, nor shall it be deemed a waiver of any other provision of these Terms.
12.2. No Implied Waivers
The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No course of dealing or delay in exercising any rights or remedies under these Terms shall operate as a waiver of those rights or remedies.
13. Assignment and Delegation
13.1 Restrictions on Assignment
Neither party may assign its rights or delegate its duties under these Terms, in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed, or conditioned. Any attempted assignment or delegation in violation of this provision shall be null and void.
13.2 Permitted Assignments
Notwithstanding the foregoing, either party may assign these Terms, in whole or in part, to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to assume all of the assignor’s obligations under these Terms. These Terms shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns.
14. Governing Law and Dispute Resolution
14.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of Malta, without regard to its conflict of law principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
14.2 Dispute Resolution
The parties agree to attempt in good faith to resolve any dispute, claim, or controversy arising out of or relating to these Terms, including the breach, termination, enforcement, interpretation, or validity thereof, through negotiations between senior management representatives of the parties. If the parties are unable to resolve the dispute through negotiation within thirty (30) days, either party may submit the dispute to binding arbitration as set forth below.
14.3 Arbitration
Any dispute arising out of or in connection with these Terms shall be resolved exclusively through confidential arbitration conducted in Valletta, Malta, by a sole arbitrator agreed upon by both parties. If the parties are unable to agree on an arbitrator, the arbitrator shall be appointed by the Malta Chamber of Commerce. The arbitration shall be conducted in the English language and in accordance with the rules of the Malta Arbitration Centre. The arbitrator’s decision shall be final and binding on the parties, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that the arbitrator shall not have the authority to award punitive damages or any other damages that are not compensatory in nature.
14.4 Exclusive Jurisdiction
Notwithstanding the arbitration provision above, Algo Affiliates shall have the right to seek injunctive relief or other equitable remedies in any court of competent jurisdiction to prevent the unauthorized use or disclosure of its confidential information or intellectual property. The parties agree that any such action shall be brought exclusively in the courts of Malta, and the parties hereby submit to the personal jurisdiction of such courts for the purpose of litigating such actions.
15. Electronic Signatures
The parties agree that these Terms and any related documents may be executed and delivered by electronic means, including through the use of electronic signatures, and that such electronic signatures shall have the same legal effect as handwritten signatures. The parties further agree that any electronic signatures on these Terms or any related documents are intended to authenticate the document and to indicate the signatory’s acceptance of the terms and conditions set forth therein.
QUESTIONS AND CONTACT INFORMATION
If you need to contact us or have any questions on our Terms, you may contact us as follows:
Email: [email protected]
Attention to: Legal Team