Affiliate Terms & Conditions

 

 

 

 

FUTBOTMANAGER AFFILIATE MARKETING PROGRAM TERMS

 

 

By participating in FutBotManager’s affiliate marketing program (the “Program”) or any Program activities, using the Platform (as defined below) or clicking “Sign Up” (or a similar box or button) when you sign up for an Affiliate Account (as defined below), you agree to be bound by the following Affiliate Program Agreement (the “Agreement”). The Agreement is between you, as
Affiliate (as defined below, ), and each a “FutBotManager
Entity”). Each of Affiliate and FutBotManager are a “Party”, and are together the “Parties”. Failure to comply with any provisions of the Agreement may result in a loss and/or reduction of Fees (as defined below) and/or Commissions (as defined below), which decisions shall be made by FutBotManager in FutBotManager’s sole discretion. FutBotManager reserves the right to update and change the Agreement, including any Insertion Order (as defined below), by posting updates and changes to the FutBotManager website and/or the Platform, as applicable, and/or by issuing a new Insertion
Order. If a significant change is made, we will provide reasonable notice by email, posting a notice to the FutBotManager website and/or the Platform, as applicable, and/or by issuing a new Insertion Order. Any reference to the Agreement includes any and all terms and documents incorporated by reference.

This Agreement addresses different types of Affiliate activities. Part A applies to all Affiliates. Part B applies to Referral Affiliates. If you do not participate in Affiliate activities described in Part B, then that Part of the Agreement does not apply to you.

You must read, agree with and accept all of the terms and conditions contained in this Agreement, including FutBotManager’s Privacy Policy and FutBotManager’s Acceptable Use Policy, before you may become an Affiliate. For the avoidance of doubt, FutBotManager’s Privacy Policy and FutBotManager’s Acceptable Use Policy form part of this Agreement and are incorporated by reference. For the purposes of the Program and this Agreement, all references to “Account” and “Services” in FutBotManager’s Acceptable Use Policy will be deemed to refer to “Affiliate Account” and “Services or
Affiliate’s participation in the Program”, respectively. You may also be required to agree to additional terms in an Insertion Order. In the event of a conflict or inconsistency between this Agreement and the Insertion Order, the Agreement will govern, to the extent of such conflict or inconsistency. In addition, some types of Program activities may require that you agree to additional terms (“Additional Terms”). Such Insertion Order and Additional Terms are incorporated into this Agreement by reference. In the event of conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of such conflict or inconsistency.

Part A – Terms Applicable to All Affiliates

  1. Definitions

Unless defined elsewhere in the Agreement, including the Insertion Order, 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 the Merchant Store.
Customer Data” means information (including personal information) relating to a
Customer, including, but not limited to, order information, payment information, and
account information.

Impact” means Impact Radius, Inc.

Link” or “Links” means text links, graphical hypertext links and other linking code obtained from the Platform which provide direct access to FutBotManager’s websites and may be included
on Websites in accordance with the Agreement.

Merchant” means an individual or business that uses the Service to sell products or services.

Merchant Agreement” means the agreement entered into between an Affiliate and the Merchant governing the Merchant’s use of the Affiliate’s services.

Merchant Data” means information (including personal information) relating to a
Merchant, including but not limited to business, financial and product information and any Customer Data. Where Affiliate uses the FutBotManager API, Merchant Data may be delivered in the form of an API response.

Merchant Store” means the Merchant’s commerce presence hosted by FutBotManager, including their online store and Point of Sale (POS). For clarity, a Merchant may have more than one Merchant Store.

Platform” means the digital marketing platform owned and operated by Impact.

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 FutBotManager, for
a Link to refer Merchants to FutBotManager via such Link.

Referred Merchant” means any unique Merchant that: (a) has registered for a paid
FutBotManager account; and (b) was introduced by an Affiliate that actively promoted the Service.

Service” means the FutBotManager hosted commerce platform available via www.FutBotManager.com
and any associated websites, products or services offered by FutBotManager.

FutBotManager API” is  defined in the FutBotManager API Terms.

FutBotManager API Terms” means the FutBotManager API License and Terms of Use available at
FutBotManager.com/legal/api-terms.

 

 

 

 

FutBotManager Creative” means any marketing or promotional materials relating to FutBotManager or
FutBotManager brands, including but not limited to copyrighted content, hypertext links, domain
names, icons, buttons, banners, graphic files, images and the FutBotManager Trademarks.

FutBotManager Related Entity/ies” means any entity that directly or indirectly controls, is controlled by, or is under common control with, FutBotManager; 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.

FutBotManager Trademarks” means the trademarks, logos, service marks and trade names of
FutBotManager Inc. and any FutBotManager Related Entities, whether registered or unregistered, including
but not limited to the word mark FUTBOTMANAGER and the “S” 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.

  1. FTC Guidelines

2.1.      The Federal Trade Commission in the United States (“FTC”) has guidelines for

governing endorsements and testimonials. These rules are aimed at increasing transparency between endorsers and consumers. As a member of the Program with FutBotManager, Affiliate receives compensation for the Referred Merchant referrals

made to FutBotManager. This may establish a “material connection” according to FTC rules, which creates an obligation for Affiliate to provide disclosure to consumers.

2.2.      Full compliance with these guidelines requires, among other things, that (a)
Affiliate clearly and conspicuously disclose that Affiliate is being compensated for

referring Referred Merchants to FutBotManager, and (b) Affiliate not engage in
misleading or deceptive advertising. For further information, Affiliate should refer to the statement released by the FTC regarding these guidelines.

 

 

  1. Affiliate Responsibilities

 

3.1.      Marketing Activities

3.1.1.      Affiliate will bear all costs and expenses related to Affiliate’s marketing or

promotion of FutBotManager or any FutBotManager 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 FutBotManager in its sole discretion.

3.1.2.      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 FutBotManager to send emails regarding the offering of FutBotManager and

FutBotManager Related Entities to the individuals on the Opt-in List (and FutBotManager 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 Merchant’s consent first, Affiliate will not email any Merchant whose email address they have received via FutBotManager.

3.1.3.      Without limiting the generality of Section 3.1.2, Affiliate will (i) not send
any email regarding FutBotManager or FutBotManager 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 FutBotManager, FutBotManager Related Entities, the Service or the FutBotManager platform; and (iii) not imply that such emails are being sent on behalf of FutBotManager or FutBotManager Related Entities.

3.1.4.      Affiliate will not (i) engage in any fax, broadcast, telemarketing or any

other offline marketing methods with respect to FutBotManager or FutBotManager

Related Entities; (ii) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to FutBotManager or FutBotManager Related Entities; (iii) make any false, misleading or disparaging representations or statements with respect to FutBotManager or FutBotManager Related Entities; (iv) solicit Merchants to leave the FutBotManager Service; (v) copy, resemble or mirror the look and feel of FutBotManager’s websites, FutBotManager
Trademarks or Services or otherwise misrepresent Affiliate’s affiliation

with FutBotManager or FutBotManager Related Entities; or (vi) engage in any other practices which may adversely affect the credibility or reputation of

FutBotManager or FutBotManager Related Entities, including but not limited to, sending email communications or using any Website in any manner, or having any content on any Website, that (a) uses aggressive or low-quality

marketing, including marketing services that are unrelated to FutBotManager or
the Affiliate’s services, (b) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or any illegal or objectionable activities, or (c) violates any intellectual property or other proprietary rights of any third party; or (d) violates the Acceptable Use Policy.

 

 

 

 

 

3.2.      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.

3.3.      Affiliate Duty to Inform

Affiliate will promptly inform FutBotManager of any information known to Affiliate that

could reasonably lead to a claim, demand or liability of or against FutBotManager or the FutBotManager Related Entities by any third party.

3.4.      Affiliate Duty to Disclose

If Affiliate is acting as an agent on behalf of a Merchant, then Affiliate will disclose

to the Merchant any Fees that Affiliate is entitled to receive from FutBotManager in accordance with this Agreement that are associated with such Merchant.

3.5.      Other Affiliate Terms

3.5.1.      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.

3.5.2.      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.

3.5.3.      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.

3.5.4.      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.

3.5.5.      Affiliate acknowledges and agrees that Affiliate’s participation in the Program, including information transmitted to or stored by FutBotManager, is

governed by the FutBotManager Privacy Policy found at
FutBotManager.com/legal/privacy.

 

 

 

 

  1. Fees and Payments
    4.1. 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 FutBotManager (the “Fees”). The commission

plan applicable to Referral Affiliates are set out in Part B.
4.2.      Payment

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 Merchant. If Taxes are not collected by FutBotManager in respect of an Affiliate transaction with a Merchant facilitated by FutBotManager, Affiliate is responsible for determining if Taxes are payable on such transaction, and if so, self-remitting
Taxes to the appropriate tax authorities.

 

 

4.3.      Additional Payment Information

4.3.1.      All payments are subject to fraud and risk analysis considerations and

anti-money laundering procedures and may be withheld by FutBotManager during the period of investigation. FutBotManager may also withhold payment if Affiliate fails to provide FutBotManager with information that is required to make payment.

4.3.2.      Notwithstanding anything to the contrary in this Agreement, FutBotManager will

not be responsible to pay any Fees:

4.3.2.1.      related to amounts that have been refunded to Merchants by

FutBotManager;

4.3.2.2.      for a Referred Merchant created or owned in whole or in part by

Affiliate;

4.3.2.3.      related to fraudulent sales;

4.3.2.4.      related to revenues that have been subject to chargebacks;
4.3.2.5.      to Affiliates who are employed by FutBotManager (whether full-time,

part-time, term or any other employment-type relationship); or 4.3.2.6.  to Affiliates who are employed by the Merchant to whom the Fees

relate (whether full-time, part-time, term or any other employment-type relationship).

4.3.3.      If any Fees paid by FutBotManager are subsequently discovered to be subject to

one or more of the exclusions set out in Section 4.3.2, or to have been

 

 

 

 

paid in error, FutBotManager 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 4.3 from payments due to Affiliate in the future. If the

Agreement is terminated before such amounts are fully repaid by Affiliate
to FutBotManager, Affiliate will pay to FutBotManager the remaining balance within thirty (30) days of the effective date of termination of the Agreement.

4.3.4.      FutBotManager 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 FutBotManager website and/or the Platform, as applicable, and/or by the issuing of a new Insertion Order. In the event of any disputes over Fees, FutBotManager’s determination will be final and binding.

  1. Termination

5.1.      Termination

5.1.1.      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.

5.1.2.      Fraudulent or other unacceptable behaviour by Affiliate, including breach

of the Acceptable Use Policy, as determined by FutBotManager in its sole discretion, may result in one or more of the following actions being taken by FutBotManager: (a) termination of Affiliate’s affiliation with Merchants 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.

5.1.3.      FutBotManager 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, FutBotManager will provide reasonable notice by email, posting a notice on the Platform.

5.2.      Consequences of Termination

5.2.1.      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
FutBotManager Creative and all Confidential Information (as defined below)); (b)
Affiliate will immediately cease displaying any FutBotManager Creative or any FutBotManager 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, FutBotManager API, or to receive any payments of Fees under this Agreement, unless otherwise determined by FutBotManager in its sole discretion.

 

 

 

 

 

5.2.2.      This Section 5.2 and the following Sections will survive any termination or

expiration of this Agreement:

5.2.2.1.      PART A: Section 1 (Definitions), Section 6.4 (Proprietary Rights of

FutBotManager), Section 7 (Confidentiality), Section 8 (Disclaimer of
Warranty), Section 9 (Limitation of Liability and Indemnification), and Section 10 (General Provisions)

5.2.2.2.      In addition, any provisions of this Agreement that by their nature

are intended to survive, will survive termination.
6.      Intellectual Property Rights

6.1.      FutBotManager Creative

6.1.1.      All FutBotManager Creative will be solely created and provided by FutBotManager unless

otherwise agreed to by FutBotManager in writing in advance. FutBotManager will provide Affiliate with copies of or access to FutBotManager Creative. The FutBotManager
Creative may also be accessible from the FutBotManager brand guidelines
(“FutBotManager Trademark Usage Guidelines”). By using the FutBotManager
Creative, you indicate your acceptance of our FutBotManager Trademark Usage Guidelines 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 FutBotManager Creative. The FutBotManager Creative is provided “as is” and without warranty of any kind.

6.1.2.      Affiliate may display FutBotManager Creative on the Websites solely for the purpose of marketing and promoting the Service and any FutBotManager brands

permitted by FutBotManager and by FutBotManager Related Entities during the term of this Agreement, or until such time as FutBotManager may, upon reasonable prior notice, instruct Affiliate to cease displaying the FutBotManager Creative. Affiliate may not alter, amend, adapt or translate the FutBotManager Creative without FutBotManager’s prior written consent. Nothing contained in any FutBotManager Creative will in any way be deemed a representation or warranty of FutBotManager or of any of FutBotManager Related Entity. The FutBotManager Creative will at all times be the sole and exclusive property of FutBotManager and no rights of ownership will at any time vest with Affiliate even in such instances where Affiliate has

been authorized by FutBotManager to make changes or modifications to the FutBotManager Creative.

6.2.      FutBotManager Trademarks

During the term of this Agreement, FutBotManager hereby grants to Affiliate a limited,

revocable, non-exclusive, non-sublicensable and non-transferable license to display the FutBotManager Trademarks solely as necessary to perform Affiliate’s obligations under this Agreement. Affiliate acknowledges and agrees that: (a) it will use FutBotManager’s Trademarks only as permitted under this Agreement; (b) it will

 

 

 

 

use the FutBotManager Trademarks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by FutBotManager in writing from time to time, including but not limited to the FutBotManager Trademark
Usage Guidelines; (c) the FutBotManager Trademarks are and will remain the sole property of FutBotManager; (d) nothing in this Agreement will confer in Affiliate any right
of ownership in the FutBotManager Trademarks and all use thereof by Affiliate will inure
to the benefit of FutBotManager; (e) Affiliate will not, now or in the future, apply for or contest the validity of any FutBotManager Trademarks; and (f) Affiliate will not, now or in the future, apply for or use any term or mark confusingly similar to any FutBotManager
Trademarks.

6.3.      Restrictions on Affiliate’s Use of the FutBotManager Trademarks

Notwithstanding Section 6.2, Affiliate will not:

6.3.1.      use the FutBotManager 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 FutBotManager in advance of each use; or

6.3.2.      purchase or register search engine or other pay-per-click keywords (such as Google Ads), trademarks, email addresses or domain names that use the FutBotManager Trademarks or any variations or misspellings thereof that may

be deceptively or confusingly similar to the FutBotManager Trademarks.
6.4.      Proprietary Rights of FutBotManager

As between Affiliate and FutBotManager, the FutBotManager Creative, FutBotManager Trademarks, all demographic and other information relating to Merchants including Referred Merchants, prospective Affiliates, the Services, the FutBotManager API, Merchant 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 FutBotManager or FutBotManager Related Entities or otherwise related to the Service, the Program, FutBotManager or FutBotManager Related Entities, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, “FutBotManager Property”) will be and remain the sole and exclusive property of FutBotManager. To the extent, if any, that ownership of any FutBotManager Property does not automatically vest in FutBotManager by virtue of this Agreement, or otherwise, and vests in Affiliate, Affiliate hereby transfers and assigns to FutBotManager, upon the creation thereof, all rights, title and interest Affiliate may have in and to such FutBotManager Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.

6.5.      FutBotManager’s Use of Affiliate’s Intellectual Property

 

 

 

 

Affiliate grants to FutBotManager 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 FutBotManager’s discretion, FutBotManager 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.

  1. Confidentiality

7.1.      “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 FutBotManager and
Affiliate, Merchant Data and Customer Data is the Confidential Information of FutBotManager.

7.2.      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 7. 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.

  1. Disclaimer of Warranty

The FutBotManager Affiliate Program, the Service, the FutBotManager Trademarks, the FutBotManager

Creative, Ads (including delivery and related reporting) and the FutBotManager API are provided “as-is”. FutBotManager makes no warranties under this Agreement, and FutBotManager 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, FutBotManager further disclaims all representations and warranties, express or implied, that the Service, the FutBotManager API, the FutBotManager Trademarks, the FutBotManager Creative, or the FutBotManager API satisfy all of Affiliate’s or Merchant’s requirements and or will be uninterrupted, error-free or free from harmful components.

  1. Limitation of Liability and Indemnification

9.1.      Limitation of Liability

FutBotManager, and the FutBotManager Related Entities, will have no liability with respect to the

Program, the Service, the FutBotManager API, the FutBotManager Trademarks, the FutBotManager Creative or FutBotManager’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 FutBotManager API, the FutBotManager Trademarks, the FutBotManager Creative, or Affiliate’s participation or inability to participate in the Program, even if FutBotManager has been advised of the possibility of such damages. In any event, FutBotManager’s, and the FutBotManager Related Entities’, liability to Affiliate under this Agreement for any reason will be limited to the Fees paid to Affiliate by FutBotManager 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 Merchant and an Affiliateis strictly between the Merchant and the Affiliate, and neither FutBotManager or the FutBotManager Related Entities are obligated to intervene in any dispute arising between the Merchant and the Affiliate. Under no circumstances will FutBotManager, or the FutBotManager 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 Merchant. These limitations will apply even if FutBotManager or the FutBotManager Related Entities have been advised of the possibility of such damages. The foregoing limitations will apply to the fullest extent permitted by applicable law.

9.2.      Affiliate Indemnification

 

 

 

 

Affiliate agrees to indemnify, defend and hold harmless FutBotManager and any FutBotManager 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 FutBotManager and FutBotManager Related Entities granted by Affiliate to any Merchant, prospective Affiliate or other third party; (d) Affiliate’s use of the FutBotManager API; (e) Affiliate’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Merchant Agreement; (f) any third party claim that Affiliate’s products or services infringes the intellectual property or other rights of a third party; (g) Affiliate Taxes,

including any audits or penalties related thereto; (h) the performance, non-performance or improper performance of the Affiliate’s products or services; (i) Affiliate’s relationship with any Merchant; and (j) any breach of applicable law
by the Affiliate.

9.3.      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.

9.4.      Non-exclusive remedies

In the event of any breach or threatened breach by Affiliate of any provision of

Sections 3, 4.2.4, 6 or 7 above, in addition to all other rights and remedies available to FutBotManager under this Agreement and under applicable law, FutBotManager 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 FutBotManager in connection with such violation, in accordance with the provisions of this Section

9.

  1. General provisions

 

 

 

 

 

10.1.      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.

10.2.      Independent Contractors

The Parties to this Agreement are independent contractors. Except with respect

to the collection and transfer of payments, credits or refunds between Merchants and Affiliate, or as otherwise expressly stated in this Agreement, neither FutBotManager or any FutBotManager Related Entity is an agent, representative or related entity of the
Affiliate. Neither FutBotManager 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 FutBotManager to act on its behalf in this Agreement. For the avoidance of doubt,
Affiliate expressly authorizes FutBotManager to act on its behalf for the purposes of collecting and remitting payment, credits or refunds between Merchant 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.

10.3.      Non-Exclusivity

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.

10.4.      Notice

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 (a) on the delivery date if delivered

personally, or by email to Affiliate’s email address listed in the Affiliate Account or

 

 

 

 

as otherwise provided by the Affiliate to FutBotManager, and to [email protected]; (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or (c) five (5)
business days after deposit in certified or registered mail, return receipt
requested, postage and charges prepaid. Notice will be sent to the Affiliate at the address provided in the Affiliate Account, and to FutBotManager

10.5.      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.

10.6.      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 FutBotManager 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.

10.7.      Assignment

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. FutBotManager 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
FutBotManager’s prior written consent, to be given or withheld in FutBotManager’s sole discretion.

10.8.      Applicable Laws

This Agreement will be governed by and interpreted in accordance with the laws

of Italy applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on

 

 

 

 

Contracts for the International Sale of Goods will not apply to this Agreement and is hereby expressly excluded.

The parties irrevocably and unconditionally submit to the exclusive
jurisdiction of the courts of the Province of Ontario with respect to any
dispute or claim arising out of or in connection with this Agreement.

10.9.      Patent Non-Assertion

Affiliate and its affiliates covenant not to assert patent infringement claims against

FutBotManager, FutBotManager Related Entities, or FutBotManager products and services including the FutBotManager API.

10.10.      Competitive or Similar Materials

FutBotManager 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 FutBotManager does not use Affiliate’s Confidential Information in so doing.

10.11.      Feedback

If Affiliate provides any feedback (including identifying potential errors and

improvements) to FutBotManager concerning the Program, the FutBotManager API, the FutBotManager Creative or any aspects of the Service (“Feedback”), Affiliate hereby assigns to FutBotManager all right, title, and interest in and to the Feedback, and FutBotManager is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution,

payment or restriction, including to improve the Program, FutBotManager API, the FutBotManager Creative or the Service and to create other products and services. FutBotManager will treat any Feedback as non-confidential and non-proprietary. Affiliate

will not submit any Feedback that it considers confidential or proprietary.
10.12.      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.

10.13.      Industry Standards

10.13.1.      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.

10.13.2.      In addition, if Affiliate has access to Merchant Data, Affiliate: (i) will only

use or store such information for the purpose of providing the Affiliate’s services to the Merchant to whom the Merchant 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 Merchant to whom the Merchant 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 FutBotManager of any actual or suspected breach or compromise of Merchant 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 Merchant Data; (B) investigate the incident; (C) take reasonable actions to mitigate any future anticipated harm to FutBotManager, the FutBotManager Related Entities, Merchants or Customers; and (D) regularly communicate the progress of its investigation to FutBotManager and cooperate to provide FutBotManager with any additional requested information in
a timely manner.

10.14.      Severability

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.

10.15.      FutBotManager Role and a Description of FutBotManager Entities

 

 

10.15.2.      FutBotManager is a corporation formed under the laws of Italy.

10.15.3.     

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, including as set forth in the

Insertion Order, Affiliate will use their best efforts to (i) promote and market FutBotManager, and (ii) identify for FutBotManager prospective Referred Merchants (the “Referral Services”).

  1. Enrollment

To become a Referral Affiliate, an Affiliate must create an Affiliate Account on the
Platform by providing all information indicated as required. After FutBotManager receives your application for an Affiliate Account to participate in the Program, FutBotManager will review the
Websites and notify you of your acceptance or rejection. FutBotManager requests up to seventy-two (72) hours to review each application. FutBotManager reserves the right to accept

or reject any application for an Affiliate Account for any reason, in its sole discretion.
Affiliate acknowledges that FutBotManager will use the email address provided by Affiliate as the primary method for communication. Affiliate is responsible for keeping its Affiliate
Account password secure. FutBotManager cannot be liable for any loss or damage arising from
Affiliate’s failure to maintain the security of the Affiliate Account and password.

  1. Insertion Order

Affiliate will agree to an electronic insertion order via the Platform for the provision of

Referral Services pursuant to the Agreement (“Insertion Order”). Each Insertion Order accepted by Affiliate on the Platform hereby supersedes and deletes in its entirety any Insertion Order previously accepted by Affiliate on the Platform.

  1. Links. Upon acceptance into the Program, Links will be made available to Affiliate

through the Platform. Affiliate agrees:

4.1.      To only use Links obtained from the Platform; and

4.2.      Not to manipulate, alter or otherwise modify any Links (including, without

limitation, any linking code).

  1. Websites

 

 

 

 

 

5.1.      Affiliate may not utilize a Website in its performance of the Referral Services

unless such domain is listed in Affiliate’s Platform profile.
6.      Commission Plan for Referral Affiliates

6.1.      Affiliate will be paid commissions for Referred Merchants by Impact via the

Platform in accordance with the payment terms on the Insertion Order
(“Commissions”). If you breach the Agreement or otherwise engage in any behavior which FutBotManager deems improper, in each case as determined by FutBotManager in its sole discretion, you will not receive any Commissions. FutBotManager 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 on the Insertion Order or suspend you from the Program.

6.2.      FutBotManager reserves the right to (i) demand and receive information from Affiliate about any Referred Merchant, including but not limited to information with respect

to traffic sources and methods used to acquire the Referred Merchant, and (ii) assess the legitimacy and qualification of such Referred Merchant for the purposes of determining whether a Commission is payable for such Referred Merchant. FutBotManager will not be responsible to pay any Commissions for a Referred Merchant 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).

  1. Unauthorized and Prohibited Activities

7.1.      An Affiliate will not:

7.1.1.      promote or advertise FutBotManager or FutBotManager Related Entities on coupon, deal,

or discount sites or on GTP/Get Paid to Click or other incentivized sites, or display any offer code on a public-facing page or through the use of a “click to display” offer code;

7.1.2.      use its Link directly in any pay-per-click advertising;

7.1.3.      purchase search engine or other pay-per-click keywords (such as Google

Ads), trademarks or domain names that use the FutBotManager Trademarks or
the names or trademarks of any FutBotManager Related Entities or any variations or misspellings thereof that may be deceptively or confusingly similar to
the FutBotManager Trademarks or the names or trademarks of any FutBotManager Related Entity;

7.1.4.      create or participate in any third party networks or sub-affiliate networks

without the express written permission of FutBotManager;

7.1.5.      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;

 

 

 

 

 

7.1.6.      use direct linking to any page on any FutBotManager website, without prior written

permission from FutBotManager; or

7.1.7.      mask its referral sites or use deceptive redirecting links.

7.2.      A Referred Merchant cannot be a store opened or owned by an Affiliate and for which that Affiliate seeks compensation pursuant to this Agreement. An Affiliate will be deemed to have introduced only those Referred Merchants that access

FutBotManager from that Affiliate’s Link assigned by FutBotManager.