Terms and Conditions
These Terms and Conditions of the Profitshare Affiliate Service, defined as Service, aim to provide the Affiliates with an understanding of the conditions under which this Service operates, regulate commission-based advertising so that it is performed in a correct and relevant manner with regard to internet users, as well as Profitshare Advertisers.
Terms and Conditions of the Profitshare Affiliate Service
The information provided herein as “Terms and Conditions of the Profitshare Affiliate Service” (“Terms and Conditions of the Service”) constitutes the general framework agreement applicable to the Service developed and operated by Conversion Marketing OOD, headquartered in 18 Sheynovo Str., post code 1504, Sofia, Bulgaria, registered with the Trade Registry of the Registry Agency under no. 203168261, fiscal identification code BG203168261 , e-mail firstname.lastname@example.org hereinafter referred to as Profitshare.
In order to use the Service, the Terms and Conditions of the Service shall be accepted, in their last updated version communicated on the Platform, at the date of the use of the Service. Completing the registration process on the Platform shall be equivalent to the unequivocal and irrevocable acceptance of the Terms and Conditions of the Service, including the commission policies and the conditions set forth by each Advertiser for the purpose of Online Advertising. Following the registration process on the Platform, the use of the Service shall be equivalent to the acceptance of the subsequent amendments to the Terms and Conditions of the Service and/or to the updated versions thereof, irrespective of whether the Affiliate validated or not these amendments / versions on the Platform. The Terms and Conditions of the Service may be modified at any time by Profitshare, therefore the users of the Service (Affiliates) undertake to verify and constantly follow-up on the possible amendments communicated on the Platform, which shall be binding on them at the date they are posted on the Platform.
In case of failure to comply with the Terms and Conditions of the Service, Profitshare reserves the right to cancel the Commissions gained and unclaimed by the Affiliate, discontinue his/her use of the Service and deactivate his/her Affiliate Account, without further obligation or liability on the part of Profitshare and/or the Advertisers.
2. DEFINITIONS AND TERMS
Advertiser shall mean the legal person who uses the Platform and the Service for the purpose of gaining Conversions, by means of Online Advertising, through the Affiliates;
Affiliate shall mean the person who meets the conditions provided herein and uses the Service and the Platform to generate pre-established actions (Conversions) for the Advertisers, which shall be paid for by the Advertisers by means of Online Advertising;
Current Proceeds shall mean the total amount of the Commissions gained by the Affiliate, approved and unclaimed, available in the Affiliate Account;
Payable Proceeds shall mean the Current Proceeds registered in the Affiliate Account on the 22nd day of each month that is above the Minimum Withdrawal Threshold, payable to the Affiliate upon the cumulative fulfillment of the following conditions:
a) The Affiliate has signed and sent to Profitshare the Marketing Service Agreement and Profitshare has received this Agreement;
b) The Affiliate has not deactivated the automatic payments option;
Affiliate Code shall mean the code generated by the Platform, used by the Affiliate for Online Advertising, for the purpose of identifying Visitors, as well as registering, verifying and validating Conversions;
Commission shall mean the amount of money agreed by each Advertiser, used by the Advertisers to pay the Affiliates for each Conversion generated to their benefit through the Platform and the Service;
Agreement shall mean the Marketing Service Agreement, provided to the Affiliates by Profitshare through the Platform, that the Affiliates must sign and send to Profitshare in order to claim the Payable Proceeds; The Terms and Conditions of the Service, as subsequently amended and updated and posted on the Platform, constitute at all times an integral part of the Agreement duly filled out by the Affiliates, the contents thereof shall be construed in accordance with the provisions herein.
Affiliate Account shall mean the Affiliate’s workspace on the Platform, where information on the performance of his/her affiliate activities are available, the number of Conversions generated, the Current Proceeds, as well as alerts of interest from Profitshare (including possible updates hereof).
Conversion shall mean the online action, pre-established by the Advertiser, carried out by the Visitor to the benefit of the Advertiser, following the Online Advertising performed by the Affiliate through the Platform.
This can include, but is not limited to, online orders for goods and/or services, requests for offers, registration to participate to various marketing events/campaigns, use of certain services, subscription to newsletters.
The conditions that the Conversion must fulfill in order to be compensated shall be set forth by each Advertiser individually, and the information shall be available to the Affiliate on the Platform. For illustration purposes, a Conversion comprising an online order for goods and/or services shall be compensated by the Advertiser if and only if the Advertiser received the price of the products and/or the services and any potential period for returning/refusing the products and/or the services ordered by the Visitors has expired.
Cookie is a small file, of letters and numbers, stored in the web browser installed on the Visitor’s computer, mobile device or other equipments used to access the internet and through which the Conversions performed through the Affiliate are recorded.
Advertising Tools shall mean the specific tools provided by the Platform to the Affiliate for the purpose of generating Conversions to the benefit of the Advertisers, recording them and computing the related Commissions.
Online Media shall mean the overall places where internet advertising can be performed.
Means of Advertising shall mean the techniques through which Online Media can be used to perform online advertising. For illustration purposes, means of advertising include: publishing contents on social networks, using paid publicity, writing blog articles, using banners on websites, etc.
Recurrence Period shall mean the maximum amount of time set forth by each Advertiser, during which the Conversion can be registered, starting from the moment the Visitor last accessed (clicked on) the Advertising Tool used by the Affiliate.
Platform shall mean the affiliate technical system developed and operated by Profitshare, made available to the Affiliate via the domain www.profitshare.bg, together with all information of interest and tools necessary to the Affiliate to use the Service, i.e. to generate Conversions to the benefit of the Advertisers, through Online Advertising. Updated information on the value of the Commissions offered to Affiliates by Advertisers and possible additional restrictions imposed by the latter (including the Recurrence Period) shall be published on the Platform, and the Affiliates undertake to observe.
Minimum Withdrawal Threshold shall mean the minimum amount that the Current Proceeds shall need to reach in order for a payment to be made to the Affiliate.
Online Advertising shall mean the activity through which the Affiliates shall use the Advertising Tools in the Online Media agreed by Profitshare and by the Advertisers, for the purpose of gaining the Commission;
Service shall mean the Profitshare Affiliate Service provided to the Affiliates, through which the latter use the Platform to generate Conversions to the benefit of the Advertisers and to be compensated with the Payable Proceeds;
Slider shall mean the Advertising Tool that allows the Affiliate to choose such offers (products, services, promotions etc) of the Advertisers that the Affiliate wishes to use for Online Advertising;
Visitor shall mean the person who accesses the Advertiser’s Website through the Advertising Tools used by the Affiliate;
Website shall mean a web page or a group of interconnected web pages, sharing a common theme and a common domain name;
Widget shall mean the Advertising Tool consisting of a web application that allows the dynamic customization of the advertising message according to criteria preset by the Advertisers, Profitshare and/or the Affiliates;
Profitshare Widget shall mean the Widget through which advertising messages are delivered via Profitshare specific methods, to the benefit of one or more Advertisers, for the purpose of maximizing the Commissions obtained by the Affiliates.
3. REGISTERING THE AFFILIATE ACCOUNT
3.1. The following categories can use the Service and become Affiliates:
a) A natural person over the age of 18; or
b) A sole entrepreneur (in Bulgarian, ET) having as business object marketing and/or advertising activities;
c) A legal person having as business object marketing and/or advertising activities;
3.2. Natural persons who gain proceeds by providing marketing services might be obligated to be registered as self-insured persons and/or under VAT, in accordance with the respective provisions of the Bulgarian law. Profitshare reserves the right to, at any given moment, condition the further collaboration with such Affiliates on the latter’s registration as a self-insured person and/or under VAT.
3.3. In order to use the Service an Affiliate Account must be created on the Platform. An Affiliate can have one Affiliate Account on the Platform.
3.4. Upon creating an Affiliate Account and subsequently, at any time throughout the use of the Service, the Affiliate undertakes to offer accurate and complete information on his/her identity and the Online Media he/she shall be using to generate Conversions to the benefit of the Advertiser.
4. ONLINE MEDIA, ADVERTISING MEANS AND TOOLS
4.1. Online Media that allow the use of Advertising Tools shall be submitted for valuation and approval by Profitshare; Advertisers may also impose additional restrictions related to Online Media that allow the Affiliates to carry out Online Advertising, such restrictions being subject to communication on the Platform.
4.2. The use of Online Media for which the Affiliate has no right of employing, for the purpose of gaining Conversions, shall be prohibited.
4.3. The following Websites shall not be accepted nor approved as Online Media:
a) of sexual or pornographic content or promoting such content;
b) promoting violence, bigotry or discrimination based on race, ethnicity, sex, religion, sexual orientation, age or disability;
c) denigrating, libelous or that use vulgar language;
d) that involve, facilitate or promote the selling or use of illegal substances;
e) that involve, facilitate or promote acts of terrorism, rebellion or other illegal activities;
f) that are in any way harmful towards minors;
g) that involve or facilitate gambling;
h) that are in conflict with or in breach of any of laws, intellectual property rights or any other rights of any person or entity;
i) that through their nature and contents are in breach of the applicable laws in Bulgaria;
j) that contain, constitute, involve, facilitate or promote illegal activities, including, but not limited to, warez Websites, hacking or cracking Websites;
k) that use intrusive advertising methods such as pop-up/pop-under banners;
l) that are inoperable, lack their own contents, under construction or feature advertising contents that covers over 50% of the surface of their web pages
m) that impersonate any other person, including any representative of Profitshare or of the Advertisers;
n) for which access is subject to user registration or paid account, without the prior notice and written approval of Profitshare regarding the use of such Websites for Online Advertising.
4.4. The Affiliate may use the following Online Media and Means of Advertising to generate Conversions, and undertakes to prior declaring the use of such Media and Means, on the Platform:
a) advertising on Websites administered by the Affiliates, using the Advertising Tools provided by the Platform.
b) publicity campaigns paid through Google AdWords and/or Facebook Ads:
c) advertising through Facebook and/or Twitter content publishing;
4.5. Gaining Commissions through a Website administered by the Affiliate is subject to prior declaring such Website on the Platform and its subsequent verification by Profitshare. A Website can be declared and used only within one Affiliate Account. Commissions shall be awarded starting from the moment the verification is finalized and are not given retroactively for Conversions generated prior to Profitshare’s validation of the Website.
4.6. Profitshare reserves the right at any given moment to do additional check-ups of all Websites that have already been declared by the Affiliates. The refusal of the Affiliate or lack of response thereon within 7 (seven) days from Profitshare’s request can lead to the cancellation of the Commissions for the Conversions generated during this period through such Website and refusal to award new Commissions for potential Conversions done through said website.
4.7. Following the verification of the Affiliate’s Website, Profitshare reserves the right to not allow Online Advertising being carried out on such Website.
4.8. The use of any other Means of Advertising than the ones provided under paragraph 4.4 is subject to prior written approval by Profitshare. In this sense, the Affiliate shall provide Profitshare with all necessary information regarding the proposed Means of Advertising.
4.9. Advertising in certain Online Media (such as Google AdWords) can be partially or totally restricted by the Advertisers, and such potential restrictions communicated by the latter on the Platform. By using the Service, the Affiliate agrees the conditions set forth by each Advertiser for which he/she carries out Online Advertising.
4.10. Using any Means of Advertising to artificially determine the increase in the number of clicks, including, but not limited to: automatic involuntary redirecting of Visitors, the promise of compensation or actual compensation of Visitors for accessing the Advertising Tools, except for cashback Websites that have obtained prior written approval from Profitshare, is forbidden.
4.11. Profitshare and/or the Advertisers reserve the right to constantly check the way in which the Affiliate observes the conditions for Online Advertising and to ask, at any time it deems necessary, for detailed information regarding the Online Media, the Means of Advertising used, as well as various reports and indicators on the affiliate activity (such as: the number of Visitors and viewings of the Website, origin of Website traffic etc). The Affiliate is obligated to provide this information as quickly as possible.
4.12. The Affiliate shall use the Advertising Tools provided by the Platform without making any changes, including but not limited to changing and/or shortening the Affiliate Codes provided. As an exception, shortening the Affiliate Codes through services such as bitly (http://bitly.com) is permitted.
4.13. The Affiliate undertakes to use the Advertising Tools provided by the Platform in a correct manner, so as not to mislead third parties. To this end, the use of the following links for the purpose of Online Advertising is strictly forbidden:
a) links that can mislead Visitors due to the fact that they reference a web page, a certain contents or a commercial offer of any other kind than expected (including outdated commercial offers);
b) links that can mislead the Visitors due to the fact that their contents is not clearly referenced, thus redirecting people to web pages without the possibility of anticipating their contents;
c) links that can mislead the Visitors due to the fact that they are associated with images that have nothing to do with the web page the Visitors are directed to after having accessed such link;
d) links that from the way they are used carry out Cookie stuffing, in the hope that the Visitors will generate the Conversion compensated by the Advertisers within the commissioning period, without such Conversion involving any efforts of Online Advertising on the part of the Affiliate for the aforementioned Advertiser.
4.14. In case of termination, irrespective of the reason, of the use of the Service, the Affiliate is obligated to immediately stop using any Advertising Tool, and shall be held exclusively accountable to Profitshare, the Advertisers and/or third parties for the unlawful use of said Advertising Tools.
4.15. Profitshare assumes no responsibility for the Visitors who have deactivated, denied the recording of or deleted the Cookies.
4.16. By using any Advertising Tool, including the Profitshare Widget, the Affiliate hereby represents that he/she agrees with the methods for computing the Commissions, the Recurrence Periods, as well as any potential additional conditions or restrictions set forth at any moment by each Advertiser, individually, to the benefit of whom the Online Advertising is carried out.
5. RIGHTS AND OBLIGATIONS OF THE AFFILIATE
5.1. The Affiliate has the following rights:
a) to use the Advertising Tools according to the provisions herein and the potential conditions imposed by the Advertisers, for the purpose of generating Conversions and obtaining Commissions;
b) to receive compensation through Commissions for the Conversions generated and approved;
c) to be able to take part in competitions organized by Profitshare and/or the Advertisers and to be able to gain prizes, in accordance with the regulation of such competitions;
d) to receive prior notification from Profitshare of potential amendments hereto.
e) to receive periodic information on affiliate activity, news and performances of the Services, contests and events for Affiliates.
5.2. The Affiliate has the following obligations:
a) to provide accurate and complete information on his/her identity;
b) to use exclusively, for the purpose of Online Advertising, the Online Media, Means of Advertising and Websites declared and agreed to by Profitshare, subject to the potential conditions or restrictions imposed by the Advertisers;
c) to provide accurate and complete information on his/her contribution to the national social security system, as well as any other information of interest for tax and insurance purposes such as but not limited to the information if the Affiliate-natural person is registered as self-insured person, if the Affiliate-natural person is registered in the Bulstat Register of the Registry Agency, the amount of the incomes of the Affiliate-natural person and on which ground the incomes have been received (labour, civil contract or something else), if the Affiliate is registered under VAT and any other information which is required by Profitshare and the Affiliate should update such information each and every time a change thereto occurs;
d) to use in good faith the Platform and the Advertising Tools provided by Profitshare and the Advertisers, without bringing any changes to said Platform and Advertising Tools;
e) to not affect the image and/or interests of Profitshare and/or the Advertisers through any activity he/she performs, what he/she communicates or the way he/she performs such actions;
f) to promptly provide, upon Profitshare’s request, the necessary information for analyzing and approving Commissions;
g) to immediately notify Profitshare of any dysfunction of any kind related to the Platform that he/she noticed;
h) to comply with all obligations and conditions provided in other chapters of the Terms and Conditions of the Service, as subsequently amended and updated and posted on the Platform at any given moment.
6. RIGHTS AND OBLIGATIONS OF PROFITSHARE
6.1. Profitshare has the following rights:
a) Profitshare reserve the right to check the compliance by the Affiliates of the Terms and Conditions of the Service, as subsequently amended and updated and posted on the Platform, as well as of the potential additional conditions imposed by the Advertisers, having the possibility of requesting at any given moment complete information on the affiliate activity carried out by the Affiliates;
b) Profitshare reserves the right at any given moment to cancel the proceeds of the Affiliates (Commissions and/or bonuses) who do not comply with the Terms and Conditions of the Service, as subsequently amended and updated and posted on the Platform and/or with the potential additional conditions imposed by the Advertisers, to discontinue the Affiliate’s use of the Service and deactivate his/her Affiliate Account, without further obligation or liability on the part of Profitshare and/or the Advertisers;
c) Profitshare reserved the right to block access to Affiliates who do not respond to the requests in their Affiliate Account, until such time when all information and reports requested in relation to their affiliate activity are provided;
d) Profitshare reserves the right at any given moment to restrict the access of any Affiliate to the Advertising Tools of a certain Advertiser, upon the latter’s request;
e) Profitshare shall have the right to modify the Terms and Conditions of the Service, with prior notice to the Affiliates, through any means chosen by Profitshare.
6.2. Profitshare has the following obligations:
a) to pay the approved Commissions to the Affiliates, when they fulfill all the necessary conditions pursuant to the provisions herein;
b) to ensure the functioning of the Advertising Tools, registration of Conversions and of the relevant Commissions;
c) to provide by means of the Affiliate Account, the information regarding the generated Conversions, irrespective of their status (“approved”, “pending”, “canceled”);
d) to give prior notice to the Affiliates, through any means available, of potential amendments hereto;
e) to provide Affiliates, through any means available, with information on affiliate activity, news and performances of the Service.
7. COMMISSIONS, BONUSES AND PAYMENT OF THE AFFILIATE
7.1. Awarding of Commissions
7.1.1. The methods of computing the Commissions, the Recurrence Period, as well as any potential additional conditions or restrictions in relation to received the above are set forth by each Advertiser, individually, posted and updated constantly on the Platform.
7.1.2. Commissions are awarded to the Affiliate who, by using the Advertising Tools provided by the Platform, generated the last accessing of the Visitor (the last click) that lead to the registration of a Conversion to the benefit of a certain Advertiser.
7.1.3. Commissions are awarded only to the Affiliate who generated the Conversion, as they cannot be transferred between Affiliate Accounts or to another person other than the Affiliate.
7.1.4. All Conversions and related Commissions shall be computed and registered by Profitshare via the Platform and posted in the Affiliate Account.
7.1.5. Up until it is received by the Affiliate, each Commission may have one of the following statuses:
a) “approved” - shall mean the Commission related to the Conversions registered by the Platform in accordance with the provisions herein and approved for payment by the Advertiser;
b) “pending” - shall mean the Commission related to the Conversions registered by the Platform that have yet to be approved for payment, awaiting verification by the Advertiser and/or Profitshare;
c) “canceled” - shall mean the Commission related to the Conversions registered by the Platform, rejected by the Advertiser in accordance with its own regulation or by Profitshare for noncompliance with the Terms and Conditions of the Service.
7.2. Awarding bonuses and/or prizes
7.2.1. Profitshare reserves the right to award bonuses or prizes in addition to the Commission in order to compensate the performance of the Affiliates. Bonuses and prizes shall be communicated, together with the potential related regulations, through posts on the Platform.
7.2.2. Advertisers can at any time set forth and modify their compensation policy by awarding bonuses to the Affiliates. Related conditions and regulations shall be posted on the Platform.
7.2.3. Awarded bonuses shall be posted in the Affiliate Account, and payment of such shall be made only together with the payment of Commissions, when the Affiliate fulfils the necessary conditions for payment, in accordance with the provisions herein.
7.3. Affiliates Payment
7.3.1. On the 22nd day of each month, the Payable Proceeds are registered in the Account of the Affiliate who reached the Minimum Withdrawal Threshold of 50 (fifty) BGN, excluding VAT. Profitshare shall pay the Payable Proceeds to the Affiliates that have activated the automatic payment option, to the bank account of the Affiliate provided by the latter in the Agreement. In case the Affiliate fails to communicate to Profitshare any changes to his/her bank account, Profitshare shall be held harmless against any liability regarding payment, any payment to the bank account provided in the Agreement shall be considered valid.
7.3.2. The Affiliate who temporarily deactivated the automatic payment option and subsequently decides to continue them, shall be able to receive the Payable Proceeds starting with the 22nd day of the following month, in accordance with the provisions of this chapter.
7.3.3. For the purpose of payment, Affiliates natural persons are obligated to send to Profitshare a declaration with their actual insurance status, and the last must be done between the 22nd-25th day of each month. In case Profitshare does not receive the declaration during the above-mentioned period, the payment request will be canceled and the payment shall not be processed or it will be postponed, but until no later than the 20th of the following month.
7.3.4. For the purpose of payment, Affiliates sole entrepreneurs and Affiliates legal persons are obligated to issue an invoice for the Payable Proceeds and send it to Profitshare between the 22nd-25th day of each month. In case Profitshare does not receive the invoice during the above-mentioned period, payment shall not be processed.
7.3.5. Profitshare is not responsible for paying any approved Commission and/or bonus if the Minimum Withdrawal Threshold is not reached. Bonuses shall not be cumulated with approved Commissions in order to reach the Minimum Withdrawal Threshold.
7.3.6. Payment of the Payable Proceeds (and/or potential bonuses) shall be done via bank transfer, in the BGN current account of the Affiliate, opened with a bank in Bulgaria, between the 25th day of the month when the payment was registered and the 5th day of the following month, if all conditions are met.
7.3.7. Bonuses shall be payable to the Affiliates only together with the Payable Proceeds within maximum 12 months as of the date when they were awarded. The Affiliate cannot receive potential bonuses obtained if Payable Proceeds have not been gained. After this Period, Profitshare shall be held harmless against any liability with regard to payment of such bonuses, and the Affiliate irrevocably assumes the provisions of this clause.
7.3.8. In case of failure to meet the conditions for registering the Payable Proceeds for a period longer than 24 consecutive months, Profitshare reserves the right to cancel the Commissions gained and not received by the Affiliate, including potential bonuses gained, to discontinue his/her use of the Service and deactivate his/her Affiliate Account, without further obligation or liability on the part of Profitshare and/or the Advertisers.
7.4. Payment of taxes and insurance installments
7.4.1. Upon payment of Payable Proceeds and/or bonuses, Profitshare shall withhold all taxes, in accordance with the legislation in force (income tax, contributions to the social security and health systems, any other withholding taxes).
7.4.2. The Affiliate undertakes to provide all necessary information for Profitshare to compute such withholding taxes and communicate any changes, if and when they occur, that may interfere with computing and payment thereof. Consequently, the Affiliate undertakes to immediately notify any changes to his status with regard to the national social security system, as well as any other information necessary for tax purposes.
7.4.3. Liability for providing incorrect information or failing to provide all information necessary for tax purposes shall be borne exclusively by the Affiliate both with regard to Profitshare and/or the Advertiser, as well as with regard to any third party, including state authorities, including in relation to the payment of such obligations, as well as for any potential sanctions and penalties that could be imposed (on Profitshare and on the Advertisers) by the tax authorities for failing to meet such obligations, and the Affiliate agrees to reimburse Profitshare and/or the Advertisers for any potential amounts paid by them related hereto.
8. MODIFYING THE TERMS AND CONDITIONS
8.1. Profitshare can at all times modify any term or condition related to the Service by posting a notification on the Platform and/or through any other means preferred by Profitshare.
8.2. Should the Affiliate consider that such modifications are unacceptable, he/she may immediately terminate the collaboration by discontinuing the use of the Service. Continuing to use the Service after the modifications are notified and/or posted on the Platform shall mean their acceptance by the Affiliate.
8.3. Advertisers can at any given moment modify the value of the Commissions, the bonus policies, the conditions related to Online Media and Means of Advertising that have been accepted, as well as any potential additional conditions or restrictions. Continuing to provide Online Advertising to the benefit of the Advertisers shall mean the acceptance by the Affiliate of such modifications.
8.4. If the Affiliate fails to validate the modifications to the Terms and Conditions of the Service on the Platform, within 30 (thirty) days of the date they have become effective, Profitshare reserves the right to discontinue the use of the Service of said Affiliate, in which case the Marketing Services Agreement is duly terminated.
8.5. The last amendment to the Terms and Conditions of the Services posted on the Platform shall prevail over any other previous versions hereof.
9. INTELLECTUAL/INDUSTRIAL PROPERTY
9.1. By using this Service, the Affiliate hereby represents and acknowledges that the technology and the know-how, whether patented or not, included in the Platform and in the Service are and shall remain the property of Profitshare. The Affiliate hereby agrees and acknowledges that Profitshare holds all intellectual property rights to the Platform and to the Service and that, with the exception of the right to use the Platform and the Services subject to fully complying with the Terms and Conditions of the Service, as subsequently amended and updated and posted at any time, gains no other right over the Platform and/or over the Service.
9.2. The Affiliate acknowledges and undertakes to respect and protect at any time Profitshare and/or the Advertisers’ right to ownership over the Advertising Tools and hereby represents that he/she shall not use the Advertising Tools under any other conditions except those allowed under the Terms and Conditions of the Service, as subsequently amended and updated and posted on the Platform at any given moment.
9.3. The Affiliate hereby represents and warrants that he/she holds all the rights (including intellectual property rights) and necessary approvals to use the Websites and/or Online Media for generating Conversions, undertakes to bear full responsibility over such use for the purpose of posting the Advertising Tools and is solely responsible in case of breach of any intellectual property rights or any other right of a third party in relation to such Websites and/or Online Media. In the event that Profitshare and/or the Advertiser is notified or receives a complaint from the Visitors or from third parties regarding breach of third party rights, Profitshare and/or the Advertiser shall pass such notification and/or complaint on to the Affiliate, who shall hold sole responsibility for remedying and compensating the affected third parties, as well as Profitshare and/or the Advertiser for any costs or prejudices arising from the inaccuracy/untruth of the abovementioned representations/warranties.
10. SPECIAL CLAUSES
10.1. The Affiliate agrees to compensate hold Profitshare and/or the Advertisers harmless against any and all third party claims, losses and costs (including damages, fees and legal charges), brought against and/or that lie on Profitshare and/or the Advertisers, arising or that could arise from the use of the Service by the Affiliate and/or breach by the Affiliate of the Terms and Conditions of the Service, as subsequently amended and updated and posted on the Platform at any given moment.
10.2. By using the Service, the Affiliate shall give Profitshare the indefeasible right to retain and use any information related to the use of the Advertising Tools in Online Media used by the Affiliates and to disclose such information to the Advertisers. The Affiliate shall also give Profitshare the right to disclose his data to the Advertisers and to create statistics in relation to the Affiliate’s activity within the Service and to disclose such statistics to Advertisers and/or interested third parties (eg new Advertisers).
10.3. Affiliates legal persons hereby represent that they agree to the free and unlimited use by the Advertisers and/or Profitshare, even after termination of the relationship between the Affiliate and Profitshare, of the Affiliates’ name, logo, trade mark and/or brands in presentations, marketing materials, client lists, financial reports, Affiliates’ lists of websites and/or other material related to the foregoing.
10.4. Affiliate shall have limited use of Profitshare’s name and/or any other intellectual property of the Service (eg the name “Profitshare”), for the purposes of and throughout the use of the Service only, any other use shall be deemed unauthorized and trigger the Affiliate’s liability.
10.5. By using the Service, each and every Affiliate hereby represents and warrants that: (i) all information provided for the purpose of registering on the Platform is accurate and updated; (ii) holds all the rights and/or authorizations to use the Service and conclude any acts and/or acts of law in relation to this Service; (iii) holds all rights over all intellectual property that he/she uses within the Service; (iv) complies and shall continue to comply with any legal provisions in force at any given moment.
10.6. Throughout the use of the Service, but also after its termination, the Affiliate undertakes not to disclose to any third party, without the prior consent of Profitshare: (i) any information in relation to the software, source codes, Visitor access of the Service and/or (ii) any other information in relation to Profitshare and/or the Advertisers, which are all deemed confidential information. Shall not be subject to the confidentiality obligation herein (i) information that was publicly available at the time of its disclosure from other sources, without the breach of the confidentiality obligation herein by the Affiliate and (ii) information disclosed to the authorities, in compliance with legal provisions.
10.7. The Affiliate undertakes to use the Advertising Tools only in accordance with the Terms and Conditions of the Service, as subsequently amended and updated and posted on the Platform at any given moment, and not to approach the Advertiser directly for the purpose of generating Conversions during the advertising campaigns that the Advertiser published on the Platform, otherwise he/she shall be obligated to pay damages to Profitshare, without the necessity of its default and/or proof of damage by Profitshare.
10.8. The Affiliate hereby admits that should he/she sign/conclude any Agreement with Profitshare necessary for the payment of the approved Commissions and/or of the bonuses, the Terms and Conditions of the Service, as subsequently amended and updated and posted on the Platform at any given moment, shall be an integral part of such Agreement, and the Agreement shall be supplemented by and construed in accordance with the Terms and Conditions of the Service, as subsequently amended and updated and posted on the Platform.
10.9. The Affiliate hereby irrevocably confirms and admits that Profitshare shall offer no warranty, either direct and/or indirect, in relation to the Affiliate gaining profit, and to receiving a Commission, respectively, by using the Service.
10.10. Failure to gain Payable Proceeds and/or to sign the Agreement shall not relieve the Affiliate of any liability in relation to the use of the Service, and the Affiliate shall be held liable for complying with the provisions of the Terms and Conditions of the Service, in their last updated version communicated on the Platform, at the date of the use of the Service.
10.11. Given the nature of the provided services, whereas the Advertiser makes the payment after the Service is provided, the Advertiser hereby expressly acknowledges and confirms that the right to the 14 days withdrawal period as of the delivery of Service, provided by the 2011/83/UE Directive of the European Parliament and of the Council of 25 October 2011 on consumer rights, implemented at national level through Law of Protection of the Consumers regarding consumers’ rights under contracts concluded with professionals, and amending and supplementing some legislative acts, shall not be applicable in relation to the Service in accordance with the exceptions provided under article 16 (including article 16 letters a and m) of the directive and respectively under article 57 of the Law of protection of the consumers.
11. DATA PROTECTION:
11.1. The use of the Service and the performance of the contract between Profitshare and the Affiliate require Profitshare to process personal data ("personal data"), and Profitshare is the operator of personal data in connection with such processing.
Profitshare dedicates all necessary resources to ensure that the processing of all personal data is done in compliance with all applicable legal provisions, including but not limited to Regulation (EU) 2016/679 on the protection of individuals with regard to regarding the processing of personal data ("GDPR").
11.2. To gain Commissions, the Affiliates direct the Visitors to the Advertisers' Websites through the Promotion Tools that they publish on the Websites managed or used by them.
Due to the technical architecture of the Service, Profitshare collects certain information resulting from the Visitor's interaction with these Promotion Tools (IP address, date and time of the redirection action, type of browser used, Affiliate ID).
Given the purpose of the processing and the means used by Profitshare for this processing, such information does not allow Profitshare, by any reasonable means, to identify the Visitator and shall not be considered “personal data” according to GDPR.
However, Profitshare pays close attention to transparency and confidentiality of its Visitors, and the Affiliate has an obligation to comply with applicable law and to ensure transparency towards Visitors in terms of using of the Service, data and information processed as well as cookies used.
The Affiliate declares and guarantees to Profitshare that it has taken all necessary measures to ensure that the processing of all information generated by Visitors is done in compliance with all applicable legal provisions and in compliance with the rights and freedoms of Visitors.
The Affiliate will implement at least the following measures in relation to Visitors:
• to ensure that all Visitors' rights are respected, and Visitors are informed about the processing through an information note at least similar to GDPR standards, a note that ensures transparency regarding the recipients of information (such as Profitshare), the type and basis of processing information, contact details where Visitors can request can request the exercise of their rights;
• to inform and obtain the consent of the Visitors regarding all types of Cookies used and placed through the interaction with the Website or the Affiliate platform, including, if applicable, Cookies relevant to the Profitshare Affiliate Service.
12.1. The duration of the Agreement concluded between Profitshare and the Affiliate for the purpose of paying the approved Commissions and/or the bonuses as well as for the purpose of using the Service is unlimited.
12.2. Subject to complying with the conditions set forth by the Advertisers for the purpose of Online Advertising, the Affiliate may at any time terminate the Agreement between Profitshare and the Affiliate and/or, if no such Agreement is in place, the use of the Service, by sending a written notice to Profitshare’s headquarters and to the e-mail address: email@example.com. In this case, the termination shall become effective within 5 (five) working days as of the date Profitshare received the notice sent by the Affiliate.
12.3. Profitshare reserves the right to terminate at any time the collaboration with an Affiliate in case of the latter’s failure to comply with the provisions of the Terms and Conditions of the Service, as subsequently amended and updated and posted on the Platform at any given moment. In this case, the termination shall become effective immediately, Profitshare holding the right, acknowledged by the Affiliate, to cancel the Affiliate’s Current Proceeds and/or possible bonuses gained, to discontinue his/her use of the Service and deactivate his/her Affiliate Account, without further obligation or liability on the part of Profitshare and/or the Advertisers.
12.4. Profitshare holds the right, acknowledged by the Affiliate, to stop at any moment an Affiliate’s use of a certain Advertising Tools, whether justified or not by the request of the Advertiser.
12.5. Profitshare shall hold the right, at its own discretion, to unilaterally terminate, at any moment, the Agreement concluded with any Affiliate and/or to discontinue the use of the Service, by sending a prior notice to the Affiliate’s e-mail address and/or by posting on the Platform. In this case, the termination shall become effective within 5 (five) working days as of the date the termination notice is sent by Profitshare. In the event of such termination, the Affiliate shall have no right to claim any damages from Profitshare and/or from the Advertiser, hereby acknowledging that such termination causes no damages to him/her.
12.6. In case of termination of the Agreement and/or of the use of the Service, the Affiliate shall immediately stop using any Advertising Tool and/or any other intellectual and/or industrial property provided for the use of the Service. Any potential Conversions gained after the date of termination shall not bear any payment liability on Profitshare and/or the Advertisers.
12.7. The termination of the Agreement concluded between Profitshare and the Affiliate and/or of the use of the Service shall not hold the Affiliate harmless against any damages caused to Profitshare, the Advertisers and/or to third parties.
12.8. In case of termination of the Agreement and/or of the use of the Service, the amounts registered in the Affiliate Account as Payable Proceeds and all potential bonuses shall be paid to the Affiliate. The amounts registered in the Affiliate Account as Current Proceeds and all potential bonuses, that however have not reached the Minimum Withdrawal Threshold and/or those that do not meet the conditions in order to be considered Payable Proceeds shall not be paid to the Affiliate, the Affiliate expressly undertaking that failing to validate the amendments to the Terms and Conditions of the Service in accordance to the provisions of this clause may lead to his/her loosing such amounts. The Affiliate also confirms that he/she shall make no additional claims over the Payable Proceeds and the potential bonuses as set forth and paid by Profitshare.
13.1. Without the express prior written approval by Profitshare, the Affiliate shall have no right to assign and/or transfer in any way, totally or partially, his/her rights and obligations arising in relation to the Agreement concluded with Profitshare and/or to the use of the Service.
13.2. By using the Service, the Affiliate hereby acknowledges Profitshare’s right to assign at any given moment, without any other approval from the Affiliate, totally or partially, any and each of its rights and/or obligations arising in relation to the Agreement concluded with the Affiliate and/or to the use of the Service. Additionally, the Affiliate hereby acknowledges Profitshare’s right to assign/transfer to a third party, in any way, totally or partially, the Service.
14.1. All notices, communications and/or any other requests related to the Service shall be in writing and will be communicated at the correspondence address or e-mail address provided by the Affiliate in the registration forms of the Affiliate Account, and by Profitshare in the Preamble of the Terms and Conditions of the Service, as subsequently amended and updated and posted on the Platform at any given moment.
14.2. The Affiliate acknowledges that any notices, communications given by Profitshare through the Service, by posting on the Platform, are valid and shall be binding on him/her at the date they are made public / posted by Profitshare.
14.3. If a communication is sent via postal service (including any delivery service), it shall be valid only if sent accompanied by acknowledgement of receipt and shall be considered received at the date mentioned on such acknowledgement of receipt by the receiving postal office and/or by the courier.
14.4. If a communication is sent via e-mail, it shall be considered received on the working day it was sent and/or on the following working day, if sent during a non-working day.
15. FORCE MAJEURE
15.1. Any unforeseeable and insurmountable circumstance, beyond the will and control of the Parties, that shall render impossible the performance of the obligations by the Affiliate and/or Profitshare, shall be considered a Force Majeure event and shall relieve the party claiming the Force Majeure of any liability for performing such obligation
15.2. Causes of a Force Majeure events are such circumstances, including but not limited to: war, revolution, earthquake, massive floods, embargo, expropriation, devastating fire, discontinued or blocked access to or functioning of the Platform and/or of the Services for reasons not ascribable to Profitshare.
15.3 The Party claiming a Force Majeure event shall give notice thereof, within 10 working days of the date the Force Majeure has occurred, to the other party, and provide the documents attesting the Force Majeure, issued by a competent authority within 30 (thirty) working days of such date. The Party in question shall also have the obligation to immediately communicate the end date of the cause of the Force Majeure.
15.4 In case of omitting to give notice, in accordance with the abovementioned conditions and the deadlines, of the start and end date of the Force Majeure cause, the party claiming the Force Majeure shall bear all the damages caused to the other party by such omission.
15.5 The Parties hereby commit to take all reasonable measures as necessary in order to limit any damages that may arise during the Force Majeure event, as a consequence of the Force Majeure.
15.6. During a Force Majeure event that prevents one or both parties from performing their obligations, the parties are relieved of any liability for performing their obligations. In case the Force Majeure does not end within 3 (three) months as of the date it was notified, any party can terminate the Agreement and/or the use of the Service.
16. APPLICABLE LEGISLATION AND JURISDICTION
16.1. The provisions of the Affiliate Service shall be governed by the laws of Bulgaria.
16.2. In accordance with article 117 of the Civil Procedure Code the competent courts of Sofia, Bulgaria shall have exclusive jurisdiction over all and any disputes arising in connection with the provisions of the Terms and Conditions of the Service, as subsequently amended and updated and posted on the Platform at any given moment and/or in connection with the Agreement concluded between the Affiliate and Profitshare in accordance with these Terms and Conditions.
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