2.1 This Agreement is made by and between you as the Affiliate (hereinafter “Affiliate”, "you", "your", "yours") and Huffson Group Ltd., a company registered in British Virgin Islands with the registered address at Geneva Place, Waterfront Drive, P.O. Box 3469, Road Town, Tortola, British Virgin Islands (hereinafter " Huffson", "we", "us", "our"), collectively the "Parties", individually each the "Party".
3.1 Under this Affiliate Agreement, Huffson grants the Affiliate a right to participate in Huffson Affiliate Program (hereinafter the "Program"). Under the Program, the Affiliate, approved by Huffson, can sell its Traffic for the price, agreed between the Affiliate and Huffson (hereinafter "Buying Price").
3.2 For the purposes of this Agreement, the following definitions shall apply:
3.2.1 The Traffic (hereinafter the "Traffic") - any method, technology or channel, by using of which the customers, visitors or users of the Traffic Source visit advertised Website, Product, Service, Platform, Channel or Profile and, if applicable, subsequently make interaction with it.
188.8.131.52 The term “Interaction” hereinafter includes, but not limited, to a registration, creation a profile, buying a product, ordering a service, making a subscription on the advertised Website, Product, Service, Platform, Channel or Profile.
3.2.2 The Traffic Source (hereinafter the "Traffic Source") - the Website, Application, Channel, Profile, Subscription, Mailing List, Web-Community, Part of the Interface or any other method or platform, by using of which or from which the Affiliate generates or produces the Traffic.
3.2.3 Generation or production of the Traffic includes, but not limited to placing the HTML link, Code, Banner, Link, Text with included hypertext (hereinafter the "advertising material") on the Traffic Source, sending advertising material via the mailing list(s) or channels, groups or communities.
4.1 In order to participate in the Program, the Affiliate shall submit an application to Huffson. The application can be made via "Sign Up Form" and/or via the contact details, specified on the https://huffson.com/contact-us Webpage. In the application, alongside with Affiliate’s contact and business information, Affiliate shall specify the Traffic Source of the Affiliate.
4.2 The Huffson will evaluate Affiliate’s application within a reasonable period of time, and subsequently, make a decision on the eligibility of the Affiliate with Huffson’s criteria. The Huffson reserves the right, on its own discretion, reject Affiliate’s application without providing any further details.
4.3 The Traffic Source shall comply with the following conditions:
4.3.1 The Affiliate must own or be authorised to use submitted Traffic Source for the purposed of this Agreement. Huffson reserves the right to request any prove to ensure, that Affiliate owns the Traffic Source or has all the rights to use this Traffic Source for the purposes of this Agreement.
4.3.2 Traffic Source must not promote activity, which is in breach or otherwise violate any law, statute, bylaw, policy or regulation.
4.3.3 Traffic Source must not promote violence and hate speech.
4.3.4 Traffic source must not promote discrimination on the base of age, caste, colour, criminal record, height, disability, ethnicity, family status, gender identity, generation, genetic characteristics, marital status, nationality, race, religion, sex, and sexual orientation.
4.3.5 Traffic source must not constitute, facilitate or promote illegal products, services or activities. Traffic Sources targeted to children must not promote products, services or content that are inappropriate, illegal or unsafe for this age group.
4.3.6 Traffic source must not promote illegal use of drugs and other medical supplies. Medical supplies include, without limitation, anabolic steroids, dehydroepiandrosterone, human growth hormones.
4.3.7 Traffic source must not contain any material/content that is or may be considered as abusive, derogatory, defamatory, discriminatory, embarrassing, harassing, harmful, hateful, misleadingly obscene, offensive, profane, racist, sexist, and threatening.
4.3.8 Traffic source must not contain deceptive, false or misleading content, including deceptive claims, offers or business practices.
4.3.9 Traffic source must not contain viruses, spam, malware, algorithm, logic bomb or any other harmful software or code.
4.3.10 The end customers, visitors or users of the Traffic Source shall give a clear, prescribed consent for the use of their data for the purposes of this Affiliate Agreement.
4.3.11 The Traffic Source shall comply with the Personal Data Protection Legislation of the jurisdiction of its registration and establishment. Personal Data Protection Legislation, includes, without limitation, Regulation (EU) 2016/679 of the European Parliament and of the Council (“General Data Protection Regulation” or “GDPR”), The Russian Federal Law on Personal Data (No. 152-FZ) with all amendments and revisions.
4.3.12 For Traffic Sources, that are websites or webpages, the following conditions shall apply:
184.108.40.206 The Website shall be fully functional in all levels, subdomains and other parts.
220.127.116.11 The Website shall have a static IP address.
4.4 Traffic Requirements. The Affiliate’s Traffic shall comply with the following requirements:
4.4.1 Traffic shall not be created or generated by Means of Fraud (hereinafter "Fraudulent Traffic"). Fraudulent Traffic includes, but not limited to: a) usage of automated software or bot to create fake clicks on the advertising materials; b) fake redirects to the products or services, advertised via advertising materials; c) fake interactions on the products or services, advertised via advertising materials; d) generation of traffic by misleading promises, actions, or functionality; e) usage of any other mechanism, program, functionality, algorithm in order to create fake clicks on the advertising materials or fake interactions with the products or services, advertised via advertising materials.
4.4.2 Traffic shall not fall within the definition of Incent traffic (hereinafter "Incent traffic"). Incent traffic means a traffic, in which the person gets paid money, a prize, or some kind of reward for visiting and, if applicable, interacting with the products or services, advertised via advertising materials.
4.5 Additionally, Affiliate shall notify Huffson in 5 (five) business days on the changes in the design, concept, structure, interface or any other changes of the Affiliate’s Traffic Source, Traffic or the method of its production or generation. The Affiliate agrees to comply with any amendments of Huffson to the proposed changes. If the Affiliate does not make corrections in accordance with the Huffson’s amendments, this Affiliate’s Traffic Source, Traffic or the method of its production or generation shall be considered as incompliant within this Agreement.
4.6 Any new Traffic Source shall be submitted to Huffson Separately and shall be regarded as the new application.
4.7 Huffson may, at its own discretion, determine, whether Affiliate’s Traffic, Traffic Source and the method of generation and production of the Traffic compliant with the requirements, specified in provisions 4.3 – 4.4 of this Agreement. The Affiliate agrees to the Huffson’s decisions and considerations concerning the eligibility and compliance of the Affiliate and its Traffic, Traffic Source and the method of generation and production of the Traffic with the requirements, necessary to participate in the Program.
5.1 If, after reviewing of the Affiliate’s application, Huffson decides that Affiliate’s Traffic Source and Affiliate’s Traffic comply with the requirements contained herein, the Affiliate will be contacted in order to discuss the placement of Advertising material(s) on the Affiliate’s Traffic Source, the Buying Price for the Traffic, Pricing Model and any other terms and conditions of Affiliate’s participation in the Program.
5.2 If Huffson does not notify the Affiliate that Affiliate is approved to participate in the Program within thirty (30) days from the application, Affiliate’s application is considered to be rejected.
5.3 The Huffson buys Affiliates traffic by using the following pricing models:
5.3.1 CPM, or Cost Per Mille, is a pricing model referring to the cost of 1,000 views of the advertising material.
5.3.2 CPC, or Cost Per Click, is a pricing model referring to the cost of one click on the advertising material or any agreed form of the interaction with the advertised Website, Product, Service, Platform, Channel or Profile.
5.4 If the terms of the Affiliate’s participation in the Program are agreed between the Affiliate and Huffson, and Affiliate's application is approved, this Affiliate shall be provided with the Profile with included Admin Panel (hereinafter “Affiliate`s Profile”). In the Affiliate`s Profile the Affiliate will have access to the information on the performance of the advertising materials, placed on the Affiliate’s Traffic Source under this Agreement, Affiliate’s terms of participation in the Program, agreed Buying Price and Pricing Model, the amount of money earned in participation in the Program and other relevant data.
5.5 In the Affiliate`s Profile, the Affiliate will find the advertising material(s), that Affiliate shall post/place into Affiliate’s Traffic Source in the previously agreed manner. For the purpose of the accurate estimation of the performance of the advertising material(s), the links, codes, texts, provided in the Affiliate`s Profile, shall not be altered, changed or modified. Huffson shall not be liable for any missed conversion if any provided code, text or the link is modified in any way by the Affiliate without prior approval of Huffson.
5.6 Credentials and the password for the entry into the Affiliate’s Profile shall be generated by Huffson. The Affiliate will be able to change the provided password on the first log-in.
5.7 Unless Affiliate proves otherwise, any actions made by using Affiliate’s Profile shall be deemed as being made by the Affiliate.
6.1 Huffson reserves the right, at any time, to review Affiliate’s Traffic Source and the placement of the advertisement material(s) and reject the use of advertisement material if the manner of its placement differs to the manner, that was previously agreed between the Affiliate and Huffson.
6.2 Huffson reserves the right to request from the Affiliate any documents, necessary for performing regulatory obligations of the Huffson, including, without limitation, the obligations under the Anti-Money Laundering Legislation and the documents, necessary to conduct due diligence.
6.2.1 The Huffson may, at any time, request from the Affiliate to pass the verification (the “Verification”). In order to conduct the verification, the following data and documents shall be provided:
18.104.22.168 A copy or a photo of the identification document of the Affiliate (for natural persons).
22.214.171.124 A copy of the document(s) on incorporation: articles of incorporation/incorporation documents or the relevant documents in accordance with the jurisdiction of the Affiliate (for legal entities).
126.96.36.199 For natural persons - the photo of the Affiliate, bearing the identification document.
188.8.131.52 For the payment instruments - the confirmation, that Affiliate really holds/owns this payment instrument.
184.108.40.206.1 If the payment instrument is a payment card - a photo of the payment card, used or intended to be used to the withdrawal of the Affiliate’s Funds. CVV code, payment card number (except for first 6 and last 4 digits) may be hidden or covered. The cardholder’s name must not be hidden or covered in any manner.
220.127.116.11.2 If the payment instrument is payment system (any form of the electronic commerce) - a proof necessary to certify that this payment instrument does really belong to the Affiliate.
6.2.2 The Huffson reserve the right to freeze Affiliate’s Funds until the Affiliate does not pass the Verification.
7.1 This Agreement enters into force immediately when:
7.1.1 Affiliate agrees to be bound by this Agreement through the interface of Huffson’s website or when Affiliate submits the Sign Up Form.
7.2 This Agreement shall be terminated immediately if the following applies:
7.2.1 The Affiliate violates or breaches this Agreement, applicable legislation, any applicable law, policy, rule, statute, bylaw.
7.2.2 The Affiliate’s Traffic Source, Traffic or the method of its production or generation is incompliant or ceases to be compliant with the requirements, policies of the Huffson or the terms of this Agreement.
7.2.3 The Huffson terminates this Agreement due to its own reasons.
7.2.4 The Affiliate decides to terminate this Agreement due to his/her/its own reasons.
7.2.5 The Affiliate’s application to participate in the Program is rejected subject to the provision 5.2 of this Agreement.
7.3 In cases, specified in provisions 7.2.1 and 7.2.2 of this Agreement, the Huffson reserve the right to retain and deduct the remaining funds, earned by the Affiliate during the participation in the Program.
7.4 If the Agreement is terminated in accordance with the provisions 7.2.3 or 7.2.4 of this Agreement, the remaining funds shall be paid to the Affiliate in accordance with the terms of this Agreement.
8.1 The Funds, earned by the Affiliate when participating in the Program (hereinafter the "Affiliate’s Funds"), shall be calculated by Huffson based on the performance of the advertising materials, placed on the Affiliate’s Traffic Source under this Agreement, Affiliate’s terms of participation in the Program, agreed Buying Price and Pricing Model.
8.2 Affiliate’s Funds are to be paid upon the request of the Affiliate. The Amount of payment shall not be less than 100 (one hundred) United States dollars (USD) or its equivalent (if applicable).
8.2.1 In case, if the amount for payment is lower than 100 USD or lower than the equivalent of 100 USD, the money transfer shall be agreed between Affiliate and Huffson on an individual basis. In this case, the Affiliate agrees to pay applicable fees and administrative costs for the transfer.
8.3 The Affiliate shall be solely responsible for the accuracy and correctness of the payment information, provided to Huffson in order to make funds transfer.
8.4 The Affiliate shall be solely responsible on any taxes and charges, that may be applied to the Affiliate by the taxation authorities of the jurisdiction of the Affiliate.
8.5 In case of absence of any Affiliates activity within 1 (one) year, the Huffson shall contact the Affiliate via the contact details, specified in the Affiliate`s Profile in order to transfer remaining Affiliate’s Funds. In case if the Huffson fails to contact the Affiliate via the contact details within a reasonable period of time, the remaining Affiliate’s Funds shall be withheld by Huffson.
9.1 All the contents, features and functionality, including but not limited to all information, software, code, text, displays, images, interface, video and audio, and the design (hereinafter the "Intellectual Property") provided by the Huffson to the Affiliate under this Agreement are the intellectual property of the Intellectual Property’s respective owner and are protected by copyrights, trademark rights, patent rights or other intellectual property rights.
9.2 By accepting this Agreement, Affiliate agrees to respect the Intellectual Property protected by the above-mentioned intellectual property rights. The Intellectual Property shall not be copied, altered, transmitted, republished or otherwise used for commercial purposes or further distribution or for any other purpose, other than the purposes of this Agreement.
9.3 Under this Agreement, Huffson grants to the Affiliate a non-exclusive licence to use the Intellectual Property made available to the Affiliate for the term of this Agreement if this is necessary for performing Affiliate’s obligations under this Agreement.
10.1 For the purposes of this Agreement, "Confidential Information" shall mean:
10.1.1 Any information, including, without limitation, all business, financial, legal, technological, marketing information disclosed by the disclosing Party to the receiving Party under this Agreement.
10.1.2 Technical information, marketing and business plans, databases, specifications, formulations, tooling, prototypes, sketches, models, drawings, procurement requirements, engineering information, samples, computer software (source and object codes), forecasts, identity of or details about actual or potential customers or projects, techniques, inventions, discoveries, know-how and trade secrets disclosed by the disclosing Party to the receiving Party under this Agreement.
10.2 The term "Confidential Information" shall not apply to the information that:
10.2.1 Was in lawful possession of the receiving Party before the disclosure under this Agreement.
10.2.2 Was public at the time of the disclosure or later became public without the breach of the obligations contained hereunder.
10.2.3 Was independently developed by the receiving Party without access to the information, disclosed by the disclosing Party under this Agreement.
10.2.4 Is permitted for the release in writing by the Disclosing Party.
10.2.5 Each Party agrees to use the Confidential Information of another Party solely for the purposes of this Agreement. The Confidential Information, received by the receiving Party under this Agreement, shall be disclosed/released only if:
10.2.5.1 This Disclosure is required by the applicable law, provided that receiving Party shall make its bests efforts to notify the disclosing Party prior to this disclosure in order to afford the disclosing party an opportunity to intervene and seek an order or other appropriate assistance for the protection of its Confidential Information.
10.2.5.2 This Disclosure is made under the written consent of the Disclosing Party.
11.1 THE HUFFSON’S WEBSITE AND THE PRODUCTS, SERVICES, ADVERTISING MATERIAL(S) HUFFSON PROVIDES ARE PROVIDED ON AN “AS IS” BASIS, EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE HUFFSON DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND EXPRESSED, IMPLIED OR STATUTORY, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE. THE HUFFSON DOES NOT WARRANT THAT ITS WEBSITE, FUNCTIONS CONTAINED ON ITS SERVICES, OR ANY PROVIDED ADVERTISING MATERIAL(S) WILL BE SECURE, COMPLETE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE OR ANY ADVERTISING MATERIAL(S) PROVIDED UNDER THIS AGREEMENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT PARTICIPATION IN PROGRAM WILL OTHERWISE MEET THE NEEDS OR EXPECTATIONS OF THE AFFILIATE. THE HUFFSON DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULT OF THE USE OF ANY OF THE ADVERTISING MATERIAL(S) IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE AFFILIATE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. THE FOREGOING EXCLUSION DOES NOT AFFECT ANY IMPLIED WARRANTY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. IN NO EVENT INCLUDING, BUT NOT LIMITED TO, TORT, NEGLIGENCE, SHALL HUFFSON, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE AFFILIATE’S PARTICIPATION IN THE PROGRAM, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT OR NEGLIGENCE, BREACH OF CONTRACT OR OTHERWISE, EVEN IF THE HUFFSON OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN NOTIFIED ORALLY OR IN WRITING OF THE POSSIBILITY OF SUCH DAMAGE. THE TOTAL AMOUNT OF LIABILITIES OF HUFFSON TO THE AFFILIATE SHALL NOT EXCEED THE TOTAL AMOUNT OF THE FUNDS, EARNED BY THE AFFILIATE UNDER THE THIS AGREEMENT.
12.1 The Affiliate agrees to indemnify, defend and hold the Huffson including the employees of the Huffson, its agents, directors, officers, subcontractors, licensors and suppliers, and any affiliated entities of the Huffson and any successor, assigns and licenses may be from any claims (including legal), actions and demands, losses, damages, liabilities, judgments, settlements, costs or expenses (including legal and attorneys’ ones) arising directly or indirectly from/or relating to: a) violation of this Agreement by the Affiliate or by anyone using Affiliate’s Profile; b) any claim, loss or damage, which shall be the consequence of Affiliate’s participation in the Program; c) Affiliate’s violation of any law, statute or regulation; and/or d) any other matter Affiliate is responsible by this Agreement or under applicable law.
13.1 Nothing in this Agreement creates or is intended to create an association, trust, partnership, joint venture or any other entity or similar legal relationship between Huffson and Affiliate, or impose a trust, partnership or similar obligation or liability on or with respect to any Party to this Agreement. No Party to this Agreement shall act as or be the agent or representative of other Party.
13.2 The Affiliate may not amend or waive any provision of this Affiliate Agreement unless in writing and signed by both parties.
13.3 The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
13.4 In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.
14.1 The Affiliate has no rights to assign this Agreement without the prior written consent of the Huffson. Any assignment without Hufsson’s consent shall be considered as void. The Huffson reserve the right to assign any part of this Agreement or any rights and obligations contained herein without Affiliate’s consent.
15.1 This Agreement shall be governed and construed in accordance with the laws of England. All claims and disputes arising from this Agreement shall be resolved and settled exclusively by the courts of England.
16.1 Huffson may change, amend or modify this Agreement at its sole discretion. All the participants of the Program will be notified by e-mail address, specified in the Affiliate’s Profile of the respective Affiliate. If the Affiliate does not agree with the revised version of the Agreement, this Affiliate should terminate this Agreement in accordance with the provision 7.2.4 of this Agreement. Affiliate’s continued participation in the Program shall be interpreted and construed as the acceptance of the revised version of this Agreement.