The following terms and conditions in this agreement, along with any additional documents issued in the process are the governing elements for your participation as a member "Affiliate" of the ADX Holdings Limited, Affiliate program.
By signing this agreement the Affiliate agrees to be bound by all the specified terms and conditions below which are to be amended occasionally by ADX Holdings Limited (hereafter: ADX PRO).
1.1. "Client" refers to a client of ADX PRO.
1.2. "Offer" refers to a marketing offer published by ADX PRO on the Affiliate Platform, setting up an advertising offer on behalf of a Client may be necessary in some cases, and it may contain additional terms either by the client or ADX PRO.
1.3. "ADX PRO Policies" means:
(a) the ADX PRO Electronic Mail Policy,
(b) the ADX PRO Affiliate program Policy, and
(c) the ADX PRO Acceptable Use Policy which may be amended occasionally and published sent to Affiliate or published on Affiliate Platform.
1.4. The website for the Affiliate Program is operated by ADX PRO and hosted on dashboard.adx-pro.com.
1.5. "Sub-Affiliate" means an independent third party working with the Affiliate.
2. THE PROGRAM
2.1. ADX PRO will give permission to Affiliate to participate in the Program as long as they remain compliant with the terms and conditions noted in this Agreement and in any additional pulicies or amendments established by ADX PRO in the future or from time to time, or incorporated by reference in this Agreement.
2.2. The Affiliate will be given a personal username and password to access the Affiliate Platform, neither of which may be used by or given to any person other than the Affiliate.
2.3. The Affiliate is allowed to include Sub-Affiliates to distribute Offers in accordance with the Program, as long as:
a. The Affiliate implements an Affiliate ID in the Affiliate Platform to track the results sent by the Sub-Affiliates.
b. The proposed Sub-Affiliate agrees in satisfaction to all the terms and conditions in this Agreement, along with any other policies issued by ADX PRO, and specifically in regards to the Sub-Affiliate provisions mentioned in this agreement including occasional amendments to the agreement from time to time.
c. The Affiliate never delegates a Sub-Affiliate that in the opinion of ADX PRO will cause harm to the ADX PRO brand and reputation or is likely considered unsuitable.
2.4. Any breach of this agreement by a Sub-Affiliate will be deemed a breach by the Affiliate, making the Affiliate responsible for any consequences.
2.5. ADX PRO may, at its own reasonable discretion, analyze, confirm, or check any registration information provided by the Affiliate for accuracy and reasons.
If at any point ADX PRO determines the information provided by the Affiliate to be misleading, inaccurate or false, ADX PRO can deny, restrict, or remove the Affiliate’s account, access, and of any other benefits given to the Affiliate in the Affiliate Platform and Program.
Additionally ADX PRO may also withhold any payment that may be due to the Affiliate up to a reasonable amount.
2.6. Other than as mentioned in section 2, Affiliate is not allowed to lease, sell, rent, resell or service any offer, and any attempt to do so will result in breach of this agreement.
2.7. The policies, specifications, and/or recommendations by ADX PRO with respect to Affiliate websites, marketing strategies, or any other matter should not be regarded as legal advice or guideline that the Affiliate websites and marketing strategies be deemed in compliance with law.
ADX PRO does not warrant that these policies, specifications, and/or recommendations are legally compliant or appropriate.
ADX PRO does not assume any responsibility and disclaims any liability for the use or reliance on these policies, specifications and/or recommendations by the Affiliate as long as its representatives and/or employees do not act with intent or gross negligence or cause personal injury or death.
2.8. ADX PRO’s participation in the distribution of offers in the Affiliate Platform is not an endorsement by ADX PRO of any client.
ADX PRO is a neutral host and operator of the offers program.
ADX PRO is only liable or responsible for the acts, agreements or promises of any client or Affiliate using the ADX PRO services as long as the client respectively Affiliate fulfills an obligation of ADX PRO and is not acting with intent or gross negligence; in all other cases ADX PRO is not liable or responsible for such acts.
3. TAXATION AND FISCAL RESIDENCE
Upon entering this agreement with ADX PRO, Affiliate specifically agrees to assist ADX PRO in determining what taxation will be applicable regarding the revenues.
Affiliates will specifically demonstrate, in a manner deemed suf cient by ADX PRO, that they are either under the obligation to pay tax in Germany or that they are proven to be exempt from taxation in Germany.
ADX PRO will demand documents that demonstrate that the company and beneficiaries of the Affiliate (in the case of companies) or the individual trading as Affiliate are not subject to German tax laws.
Failure to provide the required documents will lead to deductions on the payouts or ADX PRO withholding revenues.
4.1. Offers will be posted on the Affiliate Platform.
4.2. Affiliate is granted a non-exclusive, limited, and amendable right to access offers from ADX PRO, and Affiliate is able to publish the offers on the Affiliate website. All this must be done in accordance to this agreement and any other terms or conditions by ADX PRO as amended occasionally, and in accordance to the specific offers in use.
4.3. The Affiliate must not change, alter, modify, or misrepresent any offer provided; this includes and is not limited to the text or images provided by or on behalf of the client or ADX PRO without being permitted in written consent by ADX PRO, whereas an email is sufficient.
4.4. It is the responsibility of the Affiliate to frequently check the Affiliate Platform for any modifications or changes to the offers that the Affiliate is running with ADX PRO.
5.1. ADX PRO will give the Affiliate a payout that will be calculated in accordance to the payment terms mentioned in the Affiliate Platform.
5.2. The Affiliate must accept that payment may be delayed in case the Affiliate does not provide any information demanded by ADX PRO. This also means that ADX PRO is in no way to be held accountable for any losses, or expenses that may results out of such delay either directly or indirectly.
5.3. To reduce administrative costs, the parties agree that ADX PRO shall not be required to make any payment to the Affiliate until such time that the commission owed to the Affiliate equals or exceeds USD 1.000,00 (one thousand US-Dollars).
5.4. Payment to Affiliate by ADX PRO will not accumulate interest.
5.5. The payment to the Affiliate will be made on the basis of records kept by ADX PRO in the Affiliate Platform and as audited by the client occasionally.
The payment to the Affiliates will only be sent after ADX PRO receives the payment from the client for each of the published offers.
5.6. Payment Terms: Net30, meaning: Payment is due 30 days after the day of transmission of the final invoice which states the correct amounts payable as agreed between both parties.
6.1. In case that an Affiliate or a Sub-Affiliate has participated or engaged in any activity that ADX PRO finds to be fraudulent or harmful to the ADX PRO brand and reputation, or causes any disrepute with clients, potential clients, or the general public, ADX PRO can but is not obligated to
(a) remove or suspend the Affiliate’s membership in the Affiliate Program, without any prior alert and
(b) release the information relating to the Affiliate’s identity and location to any third party if required to enforce the ADX PRO terms and conditions.
6.2. In the case of removal or suspension of the Affiliate from the Affiliate program in accordance to this agreement, any payments due as specified by the terms of this agreement will be forfeited at the time of removal or suspension.
6.3. For the purposes of this agreement, activities that are considered fraudulent include but are not limited to:
a. An activity by an Affiliate or anyone associated with the Affiliate by law that may be directly or indirectly be aimed or intended to increase or in ate the payout to the Affiliate by ADX PRO;
b. The generation of results or leads using incentivized traffic when forbidden by the ADX PRO;
c. The generation of results or leads by methods or tools other than the ones approved by ADX PRO;
d. An activity by an Affiliate or anyone associated with the Affiliate by law which is not in accordance with the Affliate program
e. Any activity that the client deems in its sole discretion to be fraudulent.
6.4. ADX PRO is allowed at any point of the agreement to audit the Affiliate in order to determine the Affiliate’s compliance with law and this agreement, hence, the Affiliate agrees to provide reasonable information upon request from ADX PRO to carry out its investigation for compliance with law and this agreement.
7. COVENANTS, REPRESENTATIONS AND WARRANTIES
7.1. The Affiliate warrants that:
a. Affiliate is authorized and capable to enter and abide by this agreement; Affiliate respectively the Affiliate‘s director or other legal representative is of at least 18 years of age;
b. No pending legal claims, actions or threats pending or due against the Affiliate that it is aware of, will affect the realisation of this Agreement;
c. None of the websites associated with the Affiliate directly or indirectly contains false or deceptive advertising or any machine readable code such as but not limited to virus, Trojan horse or other self-executing program;
d. The websites associated with the Affiliate directly or indirectly are reputable and are in compliance with laws applicable in the jurisdiction in which the Affiliate is situated or also where the Affiliate is conducting business or markets offers;
e. Affiliate is legally allowed and authorized to use, display, or distribute all content copyrighted material, products and services appearing in its website or websites associated with the Affiliate directly or indirectly;
f. Affiliate is not currently involved in any agreement or business relation that may inflict with this agreement;
7.2. The Affiliate consents and agrees that:
a. Affiliate will always be in compliance with laws applicable in the jurisdiction in which the Affiliate is situated or also where the Affiliate is conducting business or markets offers.
b. Affiliate will in no way be involved in or enter any agreement or business relationship which might cause damage to this agreement in the opinion of ADX PRO.
c. Affiliate will at all times be in compliance with this agreement, and with ADX PRO policies as updated, modified or replaced by ADX PRO occasionally.
d. Affiliate will not allow or permit any person associated with the Affiliate to use any third party trade name or trade mark without a written consent from ADX PRO.
e. Affiliate will not publish on any website or send any content, or link to any content, or otherwise participate or condemn any practice that is deemed by ADX PRO as deceitful, offensive, pornographic, violent, abusive, prejudicial or illegal, on any other that may or is likely to harm the ADX PRO brand and reputation.
f. Affiliate will always comply with the terms and conditions of any agreement or policy specific to any offer the Affiliate is using.
g. Affiliate will comply with all online marketing laws and regulations, including the German Act against unfair practices (Gesetz gegen den unlauteren Wettbewerb) and Tele Media Act (Telemediengesetz, TMG) as amended or replaced from time to time.
h. Affiliate is not allowed to alter, modify, change, conceal, h. or cause inactive any tags, links, pixels, or any data, content and/or information provided to the Affiliate by ADX PRO.
i. Affiliate will not frame or mirror any content hosted by the client without written consent from ADX PRO.
j. Affiliate will periodically provide ADX PRO with a valid and current telephone number, a valid electronic mail address, any other necessary identification and/or financial information deemed reasonable required by ADX PRO.
8. DISCLOSURE OF INFORMATION
8.1. Unless it is permitted and expressed in writing by ADX PRO, the Affiliate covenants and agrees:
a. To use the confidential information solely for purposes mentioned in this agreement.
b. That this confidential information will not at any point be disclosed or provided to any third party Affiliate, agent, Sub-Affiliate, or employee of the Affiliate without the written consent of ADX PRO.
8.2. In the case of termination of this agreement or if requested by ADX PRO, the Affiliate agrees to deliver any and all notes, data, records, reports, or any other material containing confidential information recorded or written relating to ADX PRO and in the possession of the Affiliate or any party associated with the Affiliate directly or indirectly.
8.3. The Affiliate acknowledges and agrees that:
a. The provisions of this section are essential to the Agreement and the inducement to enter to this Agreement;
b. That the breach of this section causing any harm to ADX PRO or resulting in damages is not allowed, and in the case of such breach ADX PRO is entitled to seek under this agreement or other right accruing from this agreement or otherwise in law or equity, relief against the Affiliate without need to prove actual damages incurred.
c. In spite of any other provision of this Agreement, this section will stand even in case of termination of the Agreement in any case.
9. DISCLAIMER AND LIMITATION OF LIABILITY
9.1. ADX PRO claims all conditions and warranties, representations and guarantees with respect to any matter whether expressed or implied (including and not limited to any warranty of profitability, quality satisfaction, fitness for any particular, title and non-infringement).
9.2. Insofar as any party is responsible on account of intent or gross negligence, in case of personal injury or death or where expressly stated in this Agreement or if it is subject to mandatory liability by law, or if it furnishes a guarantee, it shall have unlimited liability.
9.3. In any other case the liablility of ADX PRO is limited to the payout of the last three months prior to the event that causes a damage.
9.4. Insofar as claims to damages exist against ADX PRO, its employees, agents or vicarious agents on account of negligence, such claims shall become time-barred two years after they arose provided the claiming party had positive knowledge of such claim.
10.1. ADX PRO can and may terminate this Agreement after a 48 hours notice to the Affiliate, and the Affiliate can and may terminate this Agreement after a 48 hours notice to ADX PRO.
10.2. In spite of termination to this Agreement, the Affiliate agrees to remain bound by certain sections of this Agreement as specified in the according sections or where this becomes necessary by law, e.g. where information needs to be shared with third parties.
11.1. The Agreement will be enforced and interpreted in accordance with the laws and regulations of Germany.
The Affiliate agrees to the sole jurisdiction of the supreme court of Hamburg, Germany with respect to any conflict that may arise during or after this Agreement, as long as the Affiliate is not acting as a consumer.
11.2. Any information or notice written and delivered by ADX PRO via electronic mail or through the ADX PRO postal address will be considered to have been received on the date on which it has been transmitted.
11.3. In the case that any of the sections of this Agreement is deemed enforceable or in conflict with the court’s jurisdiction, the remainder of the Agreement will remain valid and applicable and will continue to be forced.
11.4. This Agreement will remain in the benefit of and be binding upon the respective successors and assigns of both ADX PRO and the Affiliate.
11.5. This Agreement is to be considered as the entire Agreement between ADX PRO and the Affiliate in spite of any previous negotiations, representations, or agreements communicated orally or written.
11.6. In spite of any other provision of this Agreement, this section will stand even in case of termination of the Agreement in any case.
LAST UPDATE: 1st January 2019