TERMS AND CONDITIONS OF EDUMONEY AFFILIATE PROGRAM

Effective date: November 24, 2020

These terms and conditions ( “Terms”) are an integral part of the EDUMONEY Terms of Use (“Agreement”). These Terms apply to the users who applied for the Affiliate Program and registered an account on the platform, as well as to users of the Website in the part of these terms and conditions that regulates the general terms of the Website use.

  1. DEFINITIONS

    1. All terms and definitions used in the Terms and not expressly interpreted herein have the same meaning in which they are used in the Agreement. In these Terms, the terms the “user” and the “Partner” are used interchangeably.
    2. “Customer” – third party wishing to attract new users of (consumers to) its products through the Partner’s advertising and who places orders on the platform.
    3. “Affiliate Program” – form of interaction between the Partner and us, in which we create a technical opportunity for Customers to place orders for advertising and pay remuneration to the Partners. The Partner may accept an order for advertising, create advertising materials, and place advertising on web resources owned, controlled, or in any other way legitimately used by the Partner.
    4. “Platform” – functional part of the Website that is available to Partners for review and use after successful registration and account verification, where Partners can accept orders for advertising placed by Customers. The definition also pertains to the technology (software) that Partners can use to take orders, manage an account, contact us, and use other Platform functions.
    5. “Promotional materials” – informational materials provided by the Platform to the Partner in order to make their Affiliate Program participation initiation easier as well as to launch the first advertisement, which may include instructions for link building, links to useful sources, examples of banners, widgets for web resources, WordPress templates, etc. Promotional materials never include advertising materials.
    6. “Advertising materials” – any materials, including text, graphics, logos, designs, trademarks, and works for any type of advertising, including but not limited to banners, text ads, pop-ups, contextual content of websites, SEO settings, etc., created and used by the Partner.
    7. “Traffic” – the volume (total number) of visitors or consumers (the two terms are used interchangeably herein) directed to the Customer’s product or services (the two terms are used interchangeably) by the Partner through advertising. The definition is applied in accordance with the Terms of the Platform.
    8. “CPL” – cost-per-lead, a model for effectiveness evaluation and a method of payment calculation, in which the remuneration is due in case of attracting a consumer to the Customer’s products or services by the actions of the Partner. The definition is applied in accordance the Terms of the Platform
    9. “RevShare” – revenue share, a reward model where the Partner receives a percentage of the value of paid orders by consumers attracted by the Partner through advertising. The definition is applied in accordance with the Terms of the Platform.
  2. GENERAL TERMS

    1. In accordance with the Terms, Customers place advertisement orders on the platform, and we make such orders visible and available for the Partners.
    2. We may also provide Partners with recommendations, guidelines, and promotional materials that can improve the platform User Experience of Partners and optimize the process of Customers’ orders fulfilment (“Materials”). When using materials, the following rules apply:

      • you can use Materials only in the manner provided by the Agreement and the Terms, under the license and only to fulfill orders;
      • you can use the materials only in order to use the Platform and to fulfil orders placed by Customers;
      • you are not allowed to use the materials with any content that violates the provisions of the Agreement, the Terms or third-party rights (including, without limitation, intellectual property rights) or applicable law;
      • you must not use the materials when advertising in Australia and New Zealand;
      • you must not share the materials in the public domain or transfer them to third parties otherwise than during advertising of the Customer’s product or services;
      • you must not use the materials on web resources that do not belong to you or that you have no rights to use;
      • you may not represent the materials as your own and/or receive any kind of income or profit from them, or in any other way monetize the materials without our written permission.
    3. Since the Platform and Materials are intellectual property that belongs to us or that we have the right to use, we grant you a non-exclusive, limited, non-transferable license to access and use the Platform and Materials in accordance with the available functionality, which can be revoked by us at any time without any prior notification:

      • term of the license:

        • when you use the Platform regularly: for the period of validity of the Partner status and the account;
        • when you use the Platform irregularly: within 30 calendar days from the date of registration or accepting of the last order;
        • regular use of the Platform means using the platform to accept an order at least once within every 30 calendar days;
        • in the event of irregular use, the license to use Materials will be granted again after accepting an order;
        • in the event of irregular use, the license to use the Platform will be provided again after the next authentication to the account;
      • the license is granted for the territory of the whole world, except for Australia and New Zealand;
      • the license can be revoked:

        • in the event of the provisions of the Agreement, the Terms, any of their integral parts violation: automatically, without notice and the right to be granted with a license once more;
        • in the event of blocking (termination) of your account by us: automatically, without notice and the right to be granted with a license once more;
        • in the event of freezing (temporary termination) of an account: automatically, without notification and for the period of the account freezing;
        • in the event of your possible violation investigation or in case of receiving a complaint against you: automatically, without notification and for the period of an internal investigation;
        • in the event you delete your account by contacting our support team: automatically, without notice and with a right to be granted with a license on general terms once more.
      • We are a Platform that creates a technical opportunity for Customers to place orders for advertising their products or services and for Partners to accept and manage accepted orders. As a technical intermediary, we cannot (and will not) be responsible for orders placed on the Platform, as well as for promotional materials, advertisements or any actions taken by a Partner.
      • The only person responsible for creating and placing orders is the Customer. The only person responsible for the fulfilment of orders, distribution of advertising/promotional materials is the Partner. Such persons are obliged to protect us from any liability, violation, damage or loss in relation to the distributed content.
      • If, as a user of the Website, the Partner or any third party, you have identified any violation of the Agreement, Terms or applicable law by the Customer or the Partner, please inform us at [email protected] so we can take appropriate action and restrict violation.
  3. AFFILIATE PROGRAM AND REWARD

    1. The terms of the Affiliate Program below are set forth for informational purposes only and are not our offer or promise to fulfill the provisions of this section. The current conditions of the Affiliate Program will be published on the Platform and will be available for view in the account or in the dedicated section with orders.
    2. When exercising CPL-based advertisements, Partners will receive a fixed reward for the registration of the Customer’s product consumers they refer:

      • we will monitor each consumer’s activity for 14 calendar days following the date of their registration on the Customer’s product;
      • if the consumer is valid, the registration fee is accumulated; if the consumer is not valid, they are not taken into account when calculating the reward;
      • the first 30-50 consumers must make 2-3 conversions for the traffic to be considered relevant;
      • in the case of irrelevant traffic, no payment will be made and (depending on the specifics of the order and the degree of irrelevance):

        • cooperation on a specific order will be terminated; or
        • the Partner will lose their status and their account will be blocked;
      • in the event of relevant traffic and after moderation, the Partner may be rewarded and the reward based on the number of consumers attracted to the Customer’s product. In the case of super-high relevance of traffic, the level of reward (at the time of payment or in the future) can be increased.
    3. Where RevShare applies, Partners receive a percentage of the valueof paid purchases by valid consumers attracted to the Customer’s product or services by the Partner. Wherein:

      • the attracted consumer is assigned to the Partner for the period of the Partner’s participation in the Affiliate Program and the validity of their account, and if such consumers make any further purchases, the Partner receives an agreed percentage of those payments;
      • when the rate of reward changes, the reward from all subsequent purchases by new consumers and from purchases by returning consumers is paid according to reward rates valid as of the payment date;
      • other terms can be applied only when agreed on with the technical support of the platform at [email protected]
    4. The consumer is valid (relevant) if the consumer did not use VPN during the registration, if they are not in black lists, if the Customer is not blacklisted by the consumer, if the consumer matches the specified geolocation, etc .:

      • the consumer matches the specified geolocation if it is located in the USA, Canada, Great Britain and other countries specified by the Customer;
      • it is possible to use the CPL-based model with consumers who have other geolocations in the case the consumer generates conversions and such cooperation has been previously agreed on with the Customer/Platform’s technical support at [email protected];
      • consumers do not match the specified geolocation, if, when registering/clicking on advertising, they used VPN and it complicated the process of geolocation identification or if they are located in Australia or New Zealand. In order to avoid any doubts, the Partner must not attract consumers who are residents or located in Australia or New Zealand.
    5. You can invite new Partners ( “referrals”) to cooperate with us under the Affiliate Program. When you attract referrals, you may get an additional reward; rates of reward and the rules for receiving the reward are set out below and specified on the platform.
    6. In the event you strictly follow provisions of the Agreement, Terms, their integral parts and applicable law and based on your results of orders fulfilment and in the case of engaging consumers to the Customer’s product, you, at our sole discretion, may be rewarded as following:

      • up to 70% of the price of the first purchase paid by a new consumer;
      • up to 35% of the price of each paid purchase of a consumer who has already paid for at least one purchase of the Customer’s product;
      • not less than 5% of the price of each paid purchase by a consumer attracted by the referral;
      • payments are made upon request within 5 banking days from the date of the request. We will additionally notify you in case of a delay in the payment. The delay in the payment shall not to be considered the payment procedure violation; you agree to acknowledge it as an extension of the deadline for the payment completion specified herein;
      • you may request the first payment if the amount to be paid is not less than 150 USD. Subsequent payments are made without restrictions on the amount. In the event of the payment to be made is of 1,000 USD or more, the reward can be sent in several parts;
      • if you violate the Agreement, the Terms, their integral parts or applicable law, we have the right to impose penalties on you by subtracting relevant amounts from the amount of the reward. We will solely determine the amount of the penalty on case-by-case basis and communicate it to you via email;
      • if you violate the rights or legitimate interests of third parties, which led to our losses, expenses or additional obligations, we have the right to reduce the reward payable by the amount of such losses, expenses or obligations.
    7. You solely bear the entire risk of participation in the Affiliate Program and acknowledge that participation and fulfilment of orders may not result in the payment of reward if conditions for the order validity are not met or in case of violation of, the Agreement, Terms, integral parts thereto or applicable law. We will pay the fees specified in these Terms if you reach the goals of orders.
    8. We may terminate your participation in the Affiliate Program, your account and any cooperation with you as follows:

      • in the event we suspect that you violate provisions of the Agreement, Terms, integral parts thereto or applicable law, as well as in the case we receive a complaint against you; we may suspend (freeze) your account for the duration of an internal investigation, during which you will not be able to take orders and use the Platform and Materials;
      • at all times, we can, at our discretion and without prior notice, terminate the cooperation with any Partner unilaterally;
      • you may terminate cooperation with us by notifying us 10 calendar days prior to the scheduled termination date via email to [email protected] or by deleting your account on the Platform (if the platform’s version supports the feature);
      • your notice of termination will be considered promptly;
      • termination of cooperation (regardless of the reason) will lead:

        • loss of your Partner status and all Partner’s privileges;
        • loss of the right to remuneration for attracted consumers, if such remuneration was not issued before the termination;
        • loss of access to the Platform and your account blocking;
        • revocation of all the licenses granted hereunder
      • in the event you violate any provision of the Agreement, Terms, any of their integral part, you will be permanently banned from registering as a Partner, participate in the Affiliate program, use Materials and access the platform.
  4. ANTI-FRAUD POLICY

    1. In order to protect Partners and us, as well as to prevent unfair practices in relation to third parties, the following anti-fraud rules will apply:

      • we reserve the right, without prior notice, to check orders received by the Customer through advertising by Partners (we carry out the verification through the confirmation of the consumer’s purchases, as well as by checking the consumer’s identity through a telephone call or by necessary documents requested from the Partner);
      • if the Partner buys the Customer’s product/services by themselves, the reward for such purchases will not be accumulated. We will consider the following data to check the purchase: IP, mail, irrelevant geolocation, personal data, etc.;
      • if you act as a broker, cooperation with you as Partner is impossible. Cooperation is allowed only under special terms for brokers. Please send your request to [email protected] and we will send you the relevant terms of cooperation for brokers;
      • in order to conduct an investigation of fraud, we may hold payments for up to one month following your request or until the investigation is finished;
      • in the event of fraud or damage to our brand by the Partner, we reserve the right to block or freeze the Partner’s account with the cancellation of all the rewards to be paid;
      • if we identify that the Partner has committed illegal actions, we will notify the Partner of it via email or other notifications. The Partner has the right to request information about the status of consumer verification or Customer’s orders if that data does not contain confidential information related to the Customer or the platform. The technical support reserves the right to disclose no information related to the Customer of the Platform.
  5. PROHIBITED ACTIVITY

    1. Wheт using the platform, participating in the Affiliate Program, creating advertising materials and advertising orders, you must follow the requirements of the Agreement, the Terms, any of their integral parts, applicable law (including the law of the Partner’s place of registration/residence, the country of distribution of advertising, the place of registration of the Customer) and ethical standards of the field in which you share advertisement. You must not:

      • violate advertising policies that may be provided by Customers or posted on their websites. Before starting to fulfill the order, you shall read and agree with such policies or reject the order. When you start advertising, it will mean your unambiguous acceptance of the terms of those policies. In the event of a conflict of the provisions of the Agreement and the Terms with the provisions of such policies, the provisions that set stricter rules for the activity of the Partner shall prevail;
      • share advertisements/advertising materials in Australia and New Zealand as well as target consumers from such jurisdictions;
      • use in advertising materials or in the advertising process any objects that may violate the rights of third parties, applicable law or ethical standards of the field in which you share information or which are not related to the essence of the advertised product/service of the Customer, including, but not limited to:

        • intellectual property that does not belong to you or which you bear no right to use;
        • information that in any way may violate the intellectual property rights of third parties;
        • which contain information/materials:

          • of a sexual, pornographic, erotic or vulgar nature as well as information about escort services;
          • of perverse or paraphilic nature;
          • with regard to minors in adult or sexual situations or situations with an ambiguous context;
          • with scenes of violence or abuse;
          • which is racist or discriminatory in any way;
          • of the false danger of any malicious software installation;
          • about military actions, military or any other dangerous devices and any other information of a military/combat/violent nature;
          • about terrorism or related conflicts;
          • of obscene language;
          • with malicious software or code fragments that conduct phishing or any other illegal/unethical practices;
          • about medicines, dietary supplements, alcohol, tobacco products or products intended for the consumption of nicotine or flavored/unflavored steam or any related attributes;
          • with content intended for children aged 18 and under;
          • with content that redirects to the platform where mobile applications or any software are distributed;
        • any materials that offer illegal/unethical goods, services or practices;
      • use in advertising materials or in the process of advertising practices that directly or indirectly encourage the consumer to take any action with the further or prior receipt of any tangible or intangible value from the Partner or any third parties;
      • promote/share fake documents, illegally copied data or illegally created materials;
      • capitalize on human tragedy or suffering;
      • promote gambling and related services/materials;
      • use content or advertising materials that are overly attention-grabbing or that may result in health problems for consumers;
      • use practices that encourage consumers to enable browser push notifications;
      • use blockers of browsers, sites or ransomware;
      • share information that may defame or negatively affect business reputation of the Platform or us, as well as inaccurate and irrelevant information;
      • share any information on the use of the Platform, communication with us or the volumeof the received reward.
    2. Being a technical intermediary, we will in no event bear any responsibility for the actions of Partners and the content/advertising materials distributed by them.
    3. The Partner solely bears all responsibility and undertakes to indemnify, protect from liability and ensure the safety, as well as hold harmless us and our affiliates (employees, contractors, shareholders, agents, representatives, referrals, partners, advertising and promotional agencies and other agencies that provide other services, any other representatives and legal advisers) against any claims, lawsuits or statements, including payments to legal consultants, if those occur due to the Partner’s violations of the provisions of the Agreement, Terms, their integral parts, applicable law, rights or interests of third parties, rules for the Website (Platform) use and in the event of any other actions or omissions bythe Partner.
  6. MISCELLANEOUS

    1. The Terms may be amended in the same manner as the Agreement.
    2. All disputes that arise from these Terms or are related to their interpretation or execution are resolved in the following manner (other than it stipulated in the Agreement):

      • the Partner and we will negotiate the issue and try to non-judicially resolve the dispute first;
      • if within 30 calendar days the Partner and we fail to resolve the dispute, the dispute will be referred to international commercial arbitration for resolution on the following conditions:

        • the dispute must be referred to the Court of Arbitration at the Polish Chamber of Commerce;
        • the dispute will be considered in accordance with the Rules of Procedure of the Court by one (1) arbitrator;
        • the substantive law that governs the Terms and is applicable to litigation is the law of England and Wales;
        • the language to be used in the arbitral proceedings shall be English language;
        • the place of the arbitration shall be the city of Warsaw, Poland;
        • the arbitration award is recognized as binding on both parties to the dispute;
        • each Party shall pay the fees of its own attorneys, the expenses of its witnesses, any record or transcripts of the arbitration, administrative fees and all other expenses related to arbitration.
    3. The provisions regarding confidentiality, non-disclosure, refunds and protection of us from third party claims/damages will survive the termination of the Terms and Agreement.