PrimeClick

Terms and Conditions

This Affiliate Agreement (“Agreement”) between you as the Affiliate/Advertiser (hereinafter together “Affiliate”) and PrimeClick (hereinafter “PrimeClick”), are the binding terms and conditions under which the Affiliate may operate as a non-exclusive Affiliate of PrimeClick.

By signing up as an affiliate, the affiliate hereby acknowledges that it has read and understands each of the provisions set forth herein; that the affiliate has had the opportunity to consult with counsel of their own choice; and that this agreement is entered into freely, voluntarily, and without any duress or undue influence of any nature.

1. AFFILIATE

1.1. PrimeClick accepts an Affiliate at its sole discretion. PrimeClick only accepts Affiliates with the age of at least 18 (eighteen) years.

1.2. Upon acceptance as an Affiliate by PrimeClick, PrimeClick will set up an Affiliate's account for administrative, legal, and financial purposes. A legally binding contract is concluded between the Affiliate and PrimeClick.

1.3. During the term of this Agreement, PrimeClick engages Affiliate as a nonexclusive Affiliate and Affiliate agrees to be engaged as such.

1.4. Affiliate agrees to promote sites and services of PrimeClick in compliance with the applicable laws and these terms and conditions.

2. TERMINATION

2.1. Either party may terminate this Agreement without cause with immediate effect at any time.

2.2. If the Agreement is terminated the Affiliate must cease to use the licenses, sites, and services of PrimeClick immediately.

2.3. PrimeClick is entitled at its sole discretion to terminate its websites and services at any time without notice.

3. SITES, SERVICES AND RESTRICTIONS

3.1. After being accepted as an Affiliate, the Affiliate will receive from PrimeClick JS Tags or links to PrimeClick websites and services.

3.2. The Affiliate shall only use the provided links and JS tags following the terms and conditions in this Agreement.

3.3. The Affiliate shall at no time be permitted to alter, modify and/or expand the provided links and JS tags or any other promotional material provided by PrimeClick in any way.

3.4. The Affiliate shall not promote, advocate, facilitate, or otherwise include any of the following in connection with PrimeClick websites and services:

4. YOUTH PROTECTION & GUARANTEES

4.1. The Affiliate is obliged and guarantees to maintain its websites in compliance with applicable law, especially concerning media laws and regulations, spam-laws, protection of minor law, and criminal law.

4.2. The Affiliate will indemnify and hold harmless PrimeClick, its assignees, employees, agents, and officers against any claims including legal fees that are asserted against PrimeClick based on a violation of the foregoing paragraphs.

5. AFFILIATE COMMISSION

5.1. The Affiliate commission is negotiated between PrimeClick and the Affiliate.

5.2. Upon acceptance of an Affiliate by PrimeClick, PrimeClick will set up an Affiliate account to acquire all commissions earned by the Affiliate.

5.3. If not otherwise mutually agreed upon, PrimeClick undertakes to make payments to Affiliates 60 (sixty) days after the end of the relevant calendar month in which a sale is made or any action that would result in PrimeClick being paid.

5.4. Payment is only made to Affiliates that have a minimum balance of USD 50 (fifty US Dollars) in the Affiliate account. Affiliates who do not meet the minimum balance requirements will not be eligible for payment until it has been reached. Furthermore, any account that has had no payment actions for 6 (six) calendar months will be deemed to be abandoned and terminated.

5.5. Affiliate payments will only be made when funds are received by PrimeClick. The Affiliate commission will be calculated without payments that are not affected (e.g. chargebacks) and fewer payment fees, disbursements, and applicable taxes.

5.6. PrimeClick reserves the right to adjust payments due to the Affiliate to account for void payments as necessary.

5.7. PrimeClick will provide the Affiliate with a detailed real-time reporting system showing commission that is pending, approved, or void.

5.8. PrimeClick accepts no responsibility for any errors or omissions and their consequential implications which are not notified in writing within 10 (ten) working days.

5.9. In the event of any Affiliate fraud, all transactions in the Affiliates account will be reversed. PrimeClick also reserves the right to take legal or criminal action against the companies and/or individuals involved.

5.10. The Affiliate is responsible for the payment of all tax and national insurance payable on any payments made to it by PrimeClick.

6. OWNERSHIP & INTELLECTUAL PROPERTY

6.1. All materials, documents, data, software, information, and inventions supplied to Affiliate by or on behalf of PrimeClick shall be and remain the sole and exclusive property thereof.

6.2. PrimeClick owns all copyrights, trademarks, intellectual property rights, know-how, or any other rights connected to the services, websites, or software necessary for the execution of this Agreement.

7. LICENSE

7.1. The Affiliate is granted a revocable, non-transferable, royalty-free license to display links and JS tags to websites and services of PrimeClick for the strictly limited purpose of promoting PrimeClick's websites and services.

7.2. The license also comprises the use of PrimeClick's logos, trade names, and other proprietary identifying material solely in connection with promoting PrimeClick's websites and services.

7.3. All rights granted according to this section shall terminate upon the effective date of the expiration or termination of this Agreement.

8. NON-COMPETITION

The Affiliate shall not carry on, or be engaged in, or be concerned with, or interested in, or employed by, any person or company engaged in a business which is the same as, or substantially similar to, or in competition with, the businesses of PrimeClick.

9. CONFIDENTIALITY

The Affiliate commits himself, for the duration of the contractual relationship to treat the contents of this Agreement and all information obtained relating to the execution of this Agreement as confidential, and not to make this accessible to any third parties, except where required for the proper execution of the Agreement or where required by applicable legislation.

10. LIMITATION OF LIABILITY

PrimeClick SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES TO THE AFFILIATE OR ANY PERSON, WHETHER FORESEEABLE OR NOT, FOR ANY CAUSE WHATSOEVER, EVEN IF AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

11. INDEMNIFICATION

Affiliate agrees to fully indemnify, defend and hold PrimeClick, including any of their respective affiliates, officers, directors, partners, employees, and agents, harmless from and against any proceeding, action, or claim that may arise out of or relate to affiliate's involvement in PrimeClick's Affiliate Program or any breach of this Agreement by Affiliate.

12. FORCE MAJEURE

PrimeClick shall not be liable or responsible for any failure or inability to perform or delay caused because of force majeure contingencies including any act of God, fire, earthquake, natural disaster, strike, civil commotion, acts of Government, terrorist attack, or acts of sabotage.

13. GENERAL

13.1. All changes or amendments to this Agreement must be in writing.

13.2. There are no ancillary verbal agreements.

13.3. No agency, joint venture, or partnership is created by this Agreement.

13.4. This Agreement is personal and may not be assigned to any third parties without the prior written consent of the other party.

13.5. If individual provisions of this Agreement are wholly or partially ineffective, the validity of the remaining provisions will remain unaffected.