Part A - Terms Applicable to All Affiliates
Unless defined elsewhere in the Agreement, capitalized terms set out in the Agreement are defined as follows:
“Affiliate” or “You” means an individual or entity that has agreed to the terms of this Agreement.
“Affiliate Account” means a Program account.
“Customer” means any individual that visits or transacts via Shop Page.
“Customer Data” means information (including personal information) relating to a Customer, including, but not limited to, order information, payment information, and account information.
“Link” or “Links” means text links, graphical hypertext links and other linking code obtained from the Platform which provide direct access to Monsterader’s websites and may be included on Websites in accordance with the Agreement.
“Affiliator” means an individual or business that uses the Service to sell products or services.
“Affiliator Agreement” means the agreement entered into between an Affiliate and the Affiliator governing the Affiliator’s use of the Affiliate’s services.
“Affiliator Data” means information (including personal information) relating to a Affiliator, including but not limited to business, financial and product information and any Customer Data.
“Platform” means the digital marketing platform owned and operated by Monsterader.
“Referral Affiliate” is an Affiliate who has registered for an Affiliate Account via the Platform and who promotes the Service by registering, and being approved by Monsterader, for a Link to refer Affiliators to Monsterader via such Link.
“Referred Affiliator” means any unique Affiliator that: (a) has registered for a paid Monsterader account; and (b) was introduced by an Affiliate that actively promoted the Service and/or products and/or trading strategies.
“Service” means the Monsterader hosted commerce platform available via www.monsterader.com and any associated websites, products or services offered by Monsterader.
“Monsterader Creative” means any marketing or promotional materials relating to Monsterader or Monsterader brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images and the Monsterader Trademarks.
“Monsterader Related Entity/ies” means any entity that directly or indirectly controls, is controlled by, or is under common control with, Monsterader; where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of another, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise.
“Monsterader Trademarks” means the trademarks, logos, service marks and trade names of Monsterader and any Monsterader Related Entities, whether registered or unregistered, including but not limited to the word mark Monsterader and the “M” and shopping bag design.
“Taxes” means all taxes, federal, provincial, state, local or other governmental sales, value added, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future.
“Websites” means any websites or platforms (including, without limitation, social media pages) that are owned, operated, managed or controlled by Affiliate.
2. Affiliate Responsibilities
2.1. Marketing Activities
2.1.1. Affiliate will bear all costs and expenses related to Affiliate’s marketing or promotion of Monsterader or any Monsterader Related Entity, and, as applicable, Affiliate’s Websites, or other products or services associated with Affiliate’s participation in the Program (collectively, “Affiliate Marketing Activities”) in any area, location, territory or jurisdiction, unless otherwise determined by Monsterader in its sole discretion.
2.1.2. In no event will Affiliate engage in any Affiliate Marketing Activities except as expressly set forth in this Agreement. In the event that Affiliate has a list of emails where the individuals on the list have expressly elected to receive emails from Affiliate (“Opt-in List”), Affiliate may make a written request to Monsterader to send emails regarding the offering of Monsterader and Monsterader Related Entities to the individuals on the Opt-in List (and Monsterader may, in its sole discretion, allow Affiliate to send such emails). In conducting all Affiliate Marketing Activities, Affiliate will comply with all applicable laws, rules, regulations and directives, including but not limited to those relating to email marketing and “spamming”. Unless Affiliate has secured the applicable Affiliator’s consent first, Affiliate will not email any Affiliator whose email address they have received via Monsterader.
2.1.3. Without limiting the generality of Section 2.1.2, Affiliate will (i) not send any email regarding Monsterader or Monsterader Related Entities to any individual or entity that has not requested such information; (ii) always include Affiliate’s contact information and “unsubscribe” information in any email regarding Monsterader, Monsterader Related Entities, the Service or the Monsterader platform; and (iii) not imply that such emails are being sent on behalf of Monsterader or Monsterader Related Entities.
2.2. Compliance with Laws
In addition to, and without limiting the provisions of this Agreement, Affiliate will perform its obligations under this Agreement in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations, including obtaining any licenses required in order for Affiliate to operate and to offer the products or services associated with Affiliate’s participation in the Program.
2.3. Affiliate Duty to Inform
Affiliate will promptly inform Monsterader of any information known to Affiliate that could reasonably lead to a claim, demand or liability of or against Monsterader or the Monsterader Related Entities by any third party.
2.4. Affiliate Duty to Disclose
If Affiliate is acting as an agent on behalf of a Affiliator, then Affiliate will disclose to the Affiliator any Fees that Affiliate is entitled to receive from Monsterader in accordance with this Agreement that are associated with such Affiliator.
2.5. Other Affiliate Terms
2.5.1. If Affiliate is an individual, you must be the older of (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from where you carry out Affiliate activities.
2.5.2. You confirm that you are becoming an Affiliate for the purposes of carrying on a business activity and not for any personal, household or family purpose.
2.5.3. If you sign up for an Affiliate Account on behalf of your employer, your employer will be deemed to be the Affiliate for the purpose of this Agreement, and you represent and warrant that you have the authority to bind your employer to this Agreement. Each Affiliate is responsible for: (a) ensuring that its employees, agents and subcontractors comply with this Agreement and (b) any breach of this Agreement by Affiliate’s employees, agents or subcontractors.
2.5.4. Affiliate acknowledges and agrees that Affiliate will be responsible for the performance of all of its obligations under the Agreement, regardless of whether it sublicenses or subcontracts any such obligations to any third party, including but not limited to any affiliates or subsidiaries of Affiliate.
3. Fees and Payments
3.1. Commission Plans
Subject to: (i) Affiliate’s compliance with this Agreement, and (ii) the commission plan associated with an Affiliate’s activities pursuant to the Program, Affiliate will be entitled to receive certain fees from Monsterader (the “Fees”).
The commission rate for each trading strategy sale executed and accepted by Monsterader will be 20 percent. This will be valid unless Monsterader states otherwise to the Affiliate or Affiliator. Monsterader reserves the right to change the commission rates or the terms of acceptance of these rates.
The commission plan applicable to Referral Affiliates are set out in Part B.
Affiliates are responsible for all applicable Taxes that arise from or as a result of any activities under this Agreement or with respect to Affiliate’s dealings with a Affiliator. If Taxes are not collected by Monsterader in respect of an Affiliate transaction with a Affiliator facilitated by Monsterader, Affiliate is responsible for determining if Taxes are payable on such transaction, and if so, self-remitting Taxes to the appropriate tax authorities.
The total amount of commission earned for the previous month will be automatically sent to the account/s specified at the time of registration until the 7th of the next month. This will be valid unless Monsterader states otherwise to the Affiliate or Affiliator. Monsterader reserves the right to change the commission rates or the terms of acceptance of these rates.
3.3. Additional Payment Information
3.3.1. All payments are subject to fraud and risk analysis considerations and anti-money laundering procedures and may be withheld by Monsterader during the period of investigation. Monsterader may also withhold payment if Affiliate fails to provide Monsterader with information that is required to make payment.
3.3.2. Notwithstanding anything to the contrary in this Agreement, Monsterader will not be responsible to pay any Fees:
220.127.116.11. related to amounts that have been refunded to Affiliator by Monsterader;
18.104.22.168. for a Referred Affiliator created or owned in whole or in part by Affiliate;
22.214.171.124. related to fraudulent sales;
126.96.36.199. related to revenues that have been subject to chargebacks;
188.8.131.52. to Affiliates who are employed by Monsterader (whether full-time, part-time, term or any other employment-type relationship); or
184.108.40.206. to Affiliates who are employed by the Affiliator to whom the Fees relate (whether full-time, part-time, term or any other employment-type relationship).
3.3.3. If any Fees paid by Monsterader are subsequently discovered to be subject to
one or more of the exclusions set out in Section 3.3.2, or to have been paid in error, Monsterader will have the right, at its sole discretion, to: (a) reclaim any Fees paid to Affiliate in error; or (b) set off the amounts described in Section 3.3 from payments due to Affiliate in the future. If the Agreement is terminated before such amounts are fully repaid by Affiliate to Monsterader, Affiliate will pay to Monsterader the remaining balance within thirty (30) days of the effective date of termination of the Agreement.
3.3.4. Monsterader reserves the right to modify the Fees or the payment terms at any time upon reasonable advance notice to Affiliate. Such notice will be provided by email, posting a notice on the Monsterader website and/or the Platform. In the event of any disputes over Fees, Monsterader’s determination will be final and binding.
4.1.1. Unless otherwise specified in the Agreement, any Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to another Party.
4.1.2. Fraudulent or other unacceptable behaviour by Affiliate, including breach of the Acceptable Use Policy, as determined by Monsterader in its sole discretion, may result in one or more of the following actions being taken by Monsterader: (a) termination of Affiliate’s affiliation with Affiliator within the Affiliate Account; (b) suspension of some or all Affiliate privileges under the Program; and (c) termination of the Affiliate Account entirely without notice to, or recourse for, Affiliate.
4.1.3. Monsterader reserves the right to cancel or modify the Agreement in its entirety, including Fees, at any time. If a significant change is made to the Agreement, including any material change to Fees, Monsterader will provide reasonable notice by email, posting a notice on the Platform.
4.2. Consequences of Termination
4.2.1. Upon termination of this Agreement: (a) each Party will return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Monsterader Creative and all Confidential Information (as defined below)); (b) Affiliate will immediately cease displaying any Monsterader Creative or any Monsterader Trademarks on any Website or otherwise; and (c) all rights granted to Affiliate under this Agreement will immediately cease, including but not limited to the right of Affiliate to access the Affiliate Account and Platform, or to receive any payments of Fees under this Agreement, unless otherwise determined by Monsterader in its sole discretion.
4.2.2. This Section 4.2 and the following Sections will survive any termination or expiration of this Agreement:
220.127.116.11. PART A: Section 1 (Definitions), Section 5.4 (Proprietary Rights of Monsterader), Section 6 (Confidentiality), Section 7 (Disclaimer of Warranty), Section 8 (Limitation of Liability and Indemnification), and Section 9 (General Provisions)
18.104.22.168. In addition, any provisions of this Agreement that by their nature are intended to survive, will survive termination.
5. Intellectual Property Rights
5.1. Monsterader Creative
5.1.1. All Monsterader Creative will be solely created and provided by Monsterader unless otherwise agreed to by Monsterader in writing in advance. Monsterader will provide Affiliate with copies of or access to Monsterader Creative. By using the Monsterader Creative, you indicate your acceptance of our Agreement and you understand that a violation of these guidelines or this Agreement will result in the termination of your license or permission to use the Monsterader Creative. The Monsterader Creative is provided “as is” and without warranty of any kind.
5.1.2. Affiliate may display Monsterader Creative on the Websites solely for the purpose of marketing and promoting the Service and any Monsterader brands permitted by Monsterader and by Monsterader Related Entities during the term of this Agreement, or until such time as Monsterader may, upon reasonable prior notice, instruct Affiliate to cease displaying the Monsterader Creative. Affiliate may not alter, amend, adapt or translate the Monsterader Creative without Monsterader’s prior written consent. Nothing contained in any Monsterader Creative will in any way be deemed a representation or warranty of Monsterader or of any of Monsterader Related Entity. The Monsterader Creative will at all times be the sole and exclusive property of Monsterader and no rights of ownership will at any time vest with Affiliate even in such instances where Affiliate has been authorized by Monsterader to make changes or modifications to the Monsterader Creative.
5.2. Monsterader Trademarks
During the term of this Agreement, Monsterader hereby grants to Affiliate a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to display the Monsterader Trademarks solely as necessary to perform Affiliate’s obligations under this Agreement. Affiliate acknowledges and agrees that: (a) it will use Monsterader’s Trademarks only as permitted under this Agreement; (b) it will use the Monsterader Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Monsterader in writing from time to time, (c) the Monsterader Trademarks are and will remain the sole property of Monsterader; (d) nothing in this Agreement will confer in Affiliate any right of ownership in the Monsterader Trademarks and all use thereof by Affiliate will inure to the benefit of Monsterader; (e) Affiliate will not, now or in the future, apply for or contest the validity of any Monsterader Trademarks; and (f) Affiliate will not, now or in the future, apply for or use any term or mark confusingly similar to any Monsterader Trademarks.
5.3. Restrictions on Affiliate’s Use of the Monsterader Trademarks
Notwithstanding Section 5.2, Affiliate will not:
5.3.1. use the Monsterader Trademarks or variations or misspellings thereof in Affiliate’s business name, logo, branding, advertising, social media or domain name (including without limitation top-level domains, sub-domains and page URLs), products or services, unless granted express written permission by Monsterader in advance of each use; or
5.3.2. purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the Monsterader Trademarks or any variations or misspellings thereof that may be deceptively or confusingly similar to the Monsterader Trademarks.
5.4. Proprietary Rights of Monsterader
As between Affiliate and Monsterader, the Monsterader Creative, Monsterader Trademarks, all demographic and other information relating to Affiliators including Referred Affiliators, prospective Affiliates, the Services, Affiliator Data, and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property used by or on behalf of Monsterader or Monsterader Related Entities or otherwise related to the Service, the Program, Monsterader or Monsterader Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “Monsterader Property”) will be and remain the sole and exclusive property of Monsterader. To the extent, if any, that ownership of any Monsterader Property does not automatically vest in Monsterader by virtue of this Agreement, or otherwise, and vests in Affiliate, Affiliate hereby transfers and assigns to Monsterader, upon the creation thereof, all rights, title and interest Affiliate may have in and to such Monsterader Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
5.5. Monsterader’s Use of Affiliate’s Intellectual Property
Affiliate grants to Monsterader a worldwide, non-exclusive, royalty-free, transferable and sub-licensable right and licence to use and display in any manner the Affiliate’s trademarks, service marks, logos, trade names, copyrighted content, graphic files, images and other intellectual property, in connection with and for the purpose of performing its obligations and exercising its rights under this Agreement. In addition, at Monsterader's discretion, Monsterader may use any such intellectual property for the purposes of promoting or marketing Affiliate, Affiliate’s products or services, or as otherwise agreed to with Affiliate.
6.1. “Confidential Information” will include, but will not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Monsterader and Affiliate, Affiliator Data and Customer Data is the Confidential Information of Monsterader.
6.2. Each Party agrees to use the other Party’s/ies’ Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 6. Each Party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations under this Agreement, who each will treat such Confidential Information as provided in this Agreement, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained in this Agreement; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party will give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving Party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information; (B) is independently developed by the receiving Party without use of or reference to the other Party’s/ies’ Confidential Information, and without breaching any provisions of this Agreement; or (C) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.
7. Disclaimer of Warranty
The Monsterader Affiliate Program, the Service, the Monsterader Trademarks, the Monsterader Creative, Ads (including delivery and related reporting) “as-is”. Monsterader makes no warranties under this Agreement, and Monsterader expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability, non-infringement or fitness for a particular purpose. Without limiting the foregoing, Monsterader further disclaims all representations and warranties, express or implied, that the Service, the Monsterader Trademarks, the Monsterader Creative satisfy all of Affiliate’s or Affiliator’s requirements and or will be uninterrupted, error-free or free from harmful components.
8. Limitation of Liability and Indemnification
8.1. Limitation of Liability
Monsterader, and the Monsterader Related Entities, will have no liability with respect to the Program, the Service, the Monsterader Trademarks, the Monsterader Creative or Monsterader’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Service, the Monsterader Trademarks, the Monsterader Creative, or Affiliate’s participation or inability to participate in the Program, even if Monsterader has been advised of the possibility of such damages. In any event, Monsterader’s, and the Monsterader Related Entities’, liability to Affiliate under this Agreement for any reason will be limited to the Fees paid to Affiliate by Monsterader during the six (6) month period immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. The relationship between a Affiliator and an Affiliateis strictly between the Affiliator and the Affiliate, and neither Monsterader or the Monsterader Related Entities are obligated to intervene in any dispute arising between the Affiliator and the Affiliate. Under no circumstances will Monsterader, or the Monsterader Related Entities, be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Affiliate’s relationship with any Affiliator. These limitations will apply even if Monsterader or the Monsterader Related Entities have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.
8.2. Affiliate Indemnification
Affiliate agrees to indemnify, defend and hold harmless Monsterader and any Monsterader Related Entities and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) Affiliate’s breach of any representation, warranty, obligation or covenant under this Agreement; (b) Affiliate’s gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Monsterader and Monsterader Related Entities granted by Affiliate to any Affiliator, prospective Affiliate or other third party; (d) Affiliate’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Affiliator Agreement; (e) any third party claim that Affiliate’s products or services infringes the intellectual property or other rights of a third party; (f) Affiliate Taxes, including any audits or penalties related thereto; (g) the performance, non-performance or improper performance of the Affiliate’s products or services; (h) Affiliate’s relationship with any Affiliator; and (i) any breach of applicable law by the Affiliate.
8.3. Notice of Indemnification
In claiming any indemnification under this Agreement, the Indemnified Party will promptly provide Affiliate with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that Affiliate will control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Affiliate will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.
8.4. Non-exclusive remedies
In the event of any breach or threatened breach by Affiliate of any provision of Sections 2, 3.2.4, 5 or 6 above, in addition to all other rights and remedies available to Monsterader under this Agreement and under applicable law, Monsterader will have the right to (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security, (b) immediately terminate this Agreement and Affiliate’s access to the Program and the Platform, (c) receive a prompt refund of all amounts paid to Affiliate under this Agreement, and (d) be indemnified for any losses, damages or liability incurred by Monsterader in connection with such violation, in accordance with the provisions of this Section 8.
9. General provisions
9.1. Force Majeure
If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated under this Agreement or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond the reasonable control of that Party, the Party will be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything in this Agreement to the contrary, the Party prevented from performing under this Agreement by a force majeure event will nevertheless use its best efforts to recommence its performance under this Agreement as soon as reasonably practicable and to mitigate any damages resulting from its non-performance under this Agreement.
9.2. Independent Contractors
The Parties to this Agreement are independent contractors. Except with respect to the collection and transfer of payments, credits or refunds between Affiliators and Affiliate, or as otherwise expressly stated in this Agreement, neither Monsterader or any Monsterader Related Entity is an agent, representative or related entity of the Affiliate. Neither Monsterader nor the Affiliate will have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party, except where the Affiliate expressly authorizes Monsterader to act on its behalf in this Agreement. For the avoidance of doubt, Affiliate expressly authorizes Monsterader to act on its behalf for the purposes of collecting and remitting payment, credits or refunds between Affiliator and Affiliate. This Agreement will not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
Nothing in this Agreement is intended to create, nor will it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement will not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in writing and will be deemed to have been delivered and given for all purposes in three business days after on the delivery date if delivered by email to Affiliate’s email address listed in the Affiliate Account or as otherwise provided by the Affiliate to Monsterader, and to firstname.lastname@example.org.
9.5. No Waiver
The failure of any Party to insist upon or enforce strict performance by another Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect. Each waiver will be set forth in a written instrument signed by the waiving Party.
9.6. Entire Agreement
This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced in this Agreement, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Monsterader nor the Affiliate will be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by another Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.
All the terms and provisions of this Agreement will be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Monsterader will be permitted to assign this agreement without notice to or consent from Affiliate. Affiliate will have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations under this Agreement, to any third party without Monsterader’s prior written consent, to be given or withheld in Monsterader’s sole discretion.
9.8. Applicable Laws
This Agreement is subject to international law. The applicable European Union will apply. Competent courts and tax offices will be evaluated in this way.
9.9. Patent Non-Assertion
Affiliate and its affiliates covenant not to assert patent infringement claims against Monsterader, Monsterader Related Entities, or Monsterader products and services.
9.10. Competitive or Similar Materials
Monsterader is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with Affiliate’s products or services regardless of their similarity to Affiliate’s products or services, provided that Monsterader does not use Affiliate’s Confidential Information in so doing.
If Affiliate provides any feedback (including identifying potential errors and improvements) to Monsterader concerning the Program, the Monsterader Creative or any aspects of the Service (“Feedback”), Affiliate hereby assigns to Monsterader all right, title, and interest in and to the Feedback, and Monsterader is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Program, the Monsterader Creative or the Service and to create other products and services. Monsterader will treat any Feedback as non-confidential and non-proprietary. Affiliate will not submit any Feedback that it considers confidential or proprietary.
9.12. Service Providers
Affiliate may work with service providers as necessary to facilitate Affiliate’s performance under this Agreement. Affiliate acknowledges and agrees that Affiliate is responsible for all of its service providers’ acts or omissions in relation to Affiliate’s performance of the Agreement, and any act or omission by Affiliate’s service provider amounting to a breach of this Agreement will be deemed to be a breach by Affiliate.
9.13. Industry Standards
9.13.1. Affiliate’s networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, “Affiliate System”) must be properly configured to Internet industry standards so as to securely operate Affiliate’s Website. If Affiliate does not completely control some aspect of the Affiliate System, Affiliate will use all influence that Affiliate has over the Affiliate System to do so. Affiliate must diligently correct any security deficiency and disconnect immediately any known or suspected intrusions or intruder.
9.13.2. In addition, if Affiliate has access to Affiliator Data, Affiliate: (i) will only use or store such information for the purpose of providing the Affiliate’s services to the Affiliator to whom the Affiliator Data relates, and will not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement; (ii) will not communicate with Customers directly or indirectly, provided however that Affiliate may contact Customers if the information is obtained from another source, such as from the Customers themselves; (iii) will only store such information for as long as reasonably necessary to provide the Affiliate’s services to the Affiliator to whom the Affiliator Data relates; (iv) will use industry standard measures to protect against unauthorized access to, disclosure or use of such information; (v) will comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in Affiliate’s provision of the Affiliate’s services; and (vi) will notify Monsterader of any actual or suspected breach or compromise of Affiliator Data (a “Data Breach”) within two (2) business days of becoming aware of such occurrence. Upon learning of the Data Breach, at its own cost, Affiliate will: (A) promptly remedy the Data Breach to prevent any further loss of Affiliator Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to Monsterader, the Monsterader Related Entities, Affiliators or Customers; and (D) regularly communicate the progress of its investigation to Monsterader and cooperate to provide Monsterader with any additional requested information in a timely manner.
If any provision of this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision of the Agreement, and the Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained within the Agreement.
Part B - Additional Terms Applicable to Referral Affiliates
This Part B contains terms applicable to Referral Affiliates generally.
1. Referral Services
Subject to the terms and conditions of the Agreement, Affiliate will use their best efforts to (i) promote and market Monsterader, and (ii) identify for Monsterader prospective Referred Affiliators (the “Referral Services”).
2. Enrollment To become a Referral Affiliate
An Affiliate must create an Affiliate Account on the Platform by providing all information indicated as required. After Monsterader receives your application for an Affiliate Account to participate in the Program, Monsterader will review the entries and notify you of your acceptance or rejection. Monsterader requests up to seventy-two (72) hours to review each application. Monsterader reserves the right to accept or reject any application for an Affiliate Account for any reason, in its sole discretion. Affiliate acknowledges that Monsterader will use the email address provided by Affiliate as the primary method for communication. Affiliate is responsible for keeping its Affiliate Account password secure. Monsterader cannot be liable for any loss or damage arising from Affiliate’s failure to maintain the security of the Affiliate Account and password.
Upon acceptance into the Program, Links will be made available to Affiliate through the Platform. Affiliate agrees:
3.1. To only use Links obtained from the Platform; and
3.2. Not to manipulate, alter or otherwise modify any Links (including, without limitation, any linking code).
4. Commission Plan for Referral Affiliates
4.1. Affiliate will be paid commissions for Referred Affiliators by Impact via the Platform in accordance with the payment terms on the (“Commissions”). If you breach the Agreement or otherwise engage in any behavior which Monsterader deems improper, in each case as determined by Monsterader in its sole discretion, you will not receive any Commissions. Monsterader reserves the absolute right, which it may exercise at any time for any reason, without any liability to you, to cancel, reduce or reverse Commissions, modify the payment terms or suspend you from the Program.
4.2. Monsterader reserves the right to (i) demand and receive information from Affiliate about any Referred Affiliator, including but not limited to information with respect to traffic sources and methods used to acquire the Referred Affiliator, and (ii) assess the legitimacy and qualification of such Referred Affiliator for the purposes of determining whether a Commission is payable for such Referred Affiliator. Monsterader will not be responsible to pay any Commissions for a Referred Affiliator owned in whole or in part by an Affiliate or Affiliate’s employer (whether full-time, part-time, term or any other employment type relationship).
5. Unauthorized and Prohibited Activities
5.1. An Affiliate will not:
5.1.1. use its Link directly in any pay-per-click advertising;
5.1.2. purchase search engine or other pay-per-click keywords (such as Google Ads), trademarks or domain names that use the Monsterader Trademarks or the names or trademarks of any Monsterader Related Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to the Monsterader Trademarks or the names or trademarks of any Monsterader Related Entity;
5.1.3. create or participate in any third party networks or sub-affiliate networks without the express written permission of Monsterader;
5.1.4. use or encourage any means of delivering fraudulent traffic, including but not limited to use of bots or toolbar traffic, cookie stuffing, or use of false or misleading links;
5.1.5. mask its referral sites or use deceptive redirecting links.
This text was updated on 27 June 2022.