Affiliate Terms & Conditions

Edge Cast Marketing Limited Terms and Conditions

Affiliate Agreement

Detailed below are the complete Terms and Conditions for participating as an Affiliate of Edge Cast Marketing

Limited (the “Company" or “Edge Cast Marketing”), and its affiliated entities and brands. Please note that our Terms & Conditions may be changed at any time. Any changes become effective when posted at https://edgecastmarketing.com or such other URL as the Company may provide from time to time (the "Website" and/or "Site").

THE AFFILIATE AGREES TO THE FOLLOWING TERMS AND CONDITION, AS A WHOLE:

1. Parties; Definitions:

1.1 Cost per Acquisition " or "CPA" cost per action or acquisition as determined by the Company (i.e., acquisition by potential Client of the Advertisers product or services)

1.2 " Master Affiliate/Affiliate" - an Independent Entity (individual or entity) that applied for participating in the Company's Affiliate program (the "Program") and which provides traffic of new potential clients to third parties websites and/or advertisers, through the Program and by means of marketing efforts, as agreed by these Terms and Condition and has been approved by the Company, under its sole discretion of the Company, as a participant in the Program.

1.3 "Sub - Affiliate" - an individual that works in co-operation with a Master Affiliate, to perform the same type of services as the Master Affiliate and to be bound by the terms of this Agreement. (Master Affiliate and Sub Affiliate, as well as any independent Affiliate shall be referred to in this Agreement as: "Affiliate")

1.5 "Company" - Provides Technological Tracking Solutions for Affiliates, third parties and Advertisers, as defined herein (the "Company's Services").

1.6 " Advertisers" - an independent entity that accepts, up to its discretion, the Affiliate's referred potential clients.

1.7 "Clearance Costs " - shall include all fees paid by Company to third party companies for credit card clearance, money transfers, e-wallet, and any other payment methods, including (but not limited to) deposit fees and chargeback fees.

1.8 "Fraud Costs" - shall include all costs caused to Company due to fraud attempts made by Affiliate clients.

1.9 "Incentives Costs" - shall include all bonuses and compensations paid by Company to the Affiliate clients as part of the sales process.

1.10 "Client" - shall mean an individual user who was directed by the Affiliate to a third party website for the purpose of purchasing product(s), service(s) or good(s) offered on the Advertisers website, and identified by a Tracker ID, defined herein, assigned to such Affiliate; provided that: (i) such Affiliate is confirmed by Company as included in the Program and is linked to the Site(s) in accordance with this Agreement, and (ii) such user has been approved by the Advertiser and/or third party and has made a purchase of the services, products or goods, in the minimum amount agreed by the Parties as specified on the Program from time to time, and (iii) such user is not already registered to the Site under a different name or through a different identity (iv) such user has made at least one purchase of services, product or goods.

1.11 "Tracker ID" - a tracking tool which submit tracking records that will assist the Company to identify the Affiliate and to record its activities, services etc.

1.12 "Program Policies" - Shall mean the Program Policies, which may be reasonably amended from time to time by the Company, without prior notice and at its sole discretion, as published by the Company at the Site. The Program Policies shall supersede the provision of the Terms and Conditions contained in this Agreement.

1.13 "Technological Software" - a technology supplied by the Company as a promotional tool only, for the limited use of the Affiliate, with no extra charge. The Technological Software is solely to assist Affiliate to recruit Clients to Advertisers and/or third parties.

2. Responsibilities and Undertakings of the Affiliate:

2.1 The Affiliate will use its best efforts and shall devote reasonable amounts of its time, personnel and resources for the purpose referring potential Clients to Advertisers and/or third parties (Generating " Leads").

2.2 It is hereby clarified that the Advertisers will have sole and absolute discretion regarding the acceptance of any client and/or their contractual arrangements with clients. The Advertiser shall have sole discretion to refuse and/or to accept any client and/or deny service to any Client and/or change or terminate its relations with any client without explanations. Affiliate shall not be entitled to any payment, commission or other consideration for unapproved or terminated Client.

2.3 The Affiliate undertakes to provide accurate and timely information as required by Company to enter into this Agreement and/or to provide the services; and observe all applicable laws, statutes, regulations, directions and codes, including without limitation, intellectual property law.

2.4 The Affiliate shall inform the Company immediately of any claim or complaint that may reasonably lead to a claim, demand or liability against the Company, its officers or any of the Company related entities known to the Affiliate. The Affiliate further undertakes to report as required by the Company, and to furnish any report or information required by the Company to it, including with regards to the Affiliate's activity, expenses, methods and performance, without limitation.

2.5 The affiliate will take all necessary actions in any case the Company notifies him to change/amend his website due to any spam complaints, server hacking, Intellectual Property infringement and any other violation and/or infringement, and to comply with any applicable law, regulation, codes and direction such needed actions will be implemented by the Affiliate immediately and without any delay any such delay for any reason whatsoever shall resulted in suspension of the Affiliate in the Program.

2.6 The Affiliate shall not give any presentation or warranty in the name of the Company and may not obligate the Company in any way or make any representation regarding the Company, without the prior written approval from the Company.

2.7 All Creative and/or marketing and/or promotional materials, pre landers, banners, email promotions and any other form of promotion used by the Affiliate and any of his sub affiliates including but not limited to, the Software, in relation to the Company, its offers or Advertisers, is at its own responsibility. The Company is not responsible for any promotional and/or creative and/or marketing materials including the Software. E-mail marketing or promotions with respect to Advertisers, shall be executed by the Affiliate with accordance to the applicable law (including all Anti-Spam laws) and the commercial customary way, including any restriction regarding the use of "spamming", and enabling the use of "unsubscribe" options and interfaces. Please be advised that the Company does not permit the use of ANY creatives associated with Coronavirus, COVID-19 and/or any fake creatives related to celebrities and famous people without their permission, in the promotion of ANY offer on our network. You own your creative, and in turn are liable for it. That said, please keep your creative materials compliant at all times as the Company does not review materials for legal compliance, editorial control, or approval unless explicitly requested per advertiser agreement. Any suggestions regarding creative are made "as-is" and without warranty. Please keep in mind, as an Edge Cast Marketing affiliate you have entered into an agreement with us which requires all marketing materials to be reviewed by competent legal counsel and to assume all responsibility for the marketing materials you elect to use.

2.8 The Affiliate shall not engage in any fax, broadcast or telemarketing and any other offline marketing methods with respect to The Company and/or The Company's Related Entities; shall not use Malware and/or Spyware techniques or use any other aggressive advertising or marketing methods in any of its dealings relating to the Company and/or the Company's Related Entities; shall not make any false, misleading or disparaging representations or statements with respect to the Company and/or the Company's Related Entities; shall not Engage in any other practices which may affect adversely the credibility or reputation of the Company and/or the Company's Related Entities, including but not limited to, using any website in any manner, or having any content on any website, that promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities or violates any intellectual property or other proprietary rights of any third party; shall not make any false or misleading representations and/or omissions with respect to the Affiliate's earnings.

2.9 The Affiliate will add disclaimer in its landing page prior to any website launch in the following form: " This Landing page may contain source code of Edge Cast Marketing, Edge Cast Marketing is a technological provider and does not engage in any Forex, CFDs and Cryptocurrencies or Foreign exchange activities. Edge Cast Marketing expressly disclaims all liability for the use or interpretation by users of Data and/or information and/or any software and/or any promotional, marketing and any other material contained in its website and in connection with Edge Cast Marketing ("Data"). Decisions based on the Data are the sole responsibility of the user, and in exchange for using the Data contained in its website the user agrees to hold Edge Cast Marketing harmless against any claims for direct, or indirect, damages for decisions made by the user based fully or partially on the Data ".

2.10 The Affiliate holds sole and absolute responsibility on routing clients after applying strict internal compliance procedures, per applicable Laws and regulations, as they may be from time to time, in the location in which the Affiliate and Client are located at, and with respect to the location in which Affiliate conducts its operations. The Affiliate shall not refer any Client which was found not eligible by any Law which the Affiliate and/or Client are subjected to, and will notify the company immediately if that occurs, and if such geographical locations are not prohibited.

2.11 The Affiliate shall own all required licenses regarding and respectful of all potential and acquired and accepted Clients.

2.12 The Affiliate shall update Company immediately upon the acceptance of each potential Client.

2.13 The Affiliate hereby undertakes to adhere and fully comply and with all relevant Regulatory rules, laws torts etc. and to hold, possess and maintain all relevant Statutory Licenses or any other relevant Licenses as applicable by the local Law and regulations (hereinafter:” License”), with respect to the Geographical region and or Country from which the Affiliate routes Potential Clients from.

2.14 In the event that the Affiliate routes and/or refers Clients from a Country and/or Geographical region, that the Affiliate does not have a License to operate and conduct its Business and engage with Clients, then the Affiliate undertakes to immediately notify the Company in writing to cease sending Clients from that specific Country and/or region and refrain from referring that/those Client(s).

3. Advice :

3.1 To avoid any doubt, the Company's Services do not and may not advise with regards to any offered services and/or offered product or goods or any investments or any securities, nor about any action or non-action, and any tax issues and/or consequences in connection therewith. The Company may provide or publish general information, advice or recommendations. By doing so, the Company gives no representation, warranty or guarantee as to their accuracy or completeness or as to the consequences of any action. Also, the provision of such information is incidental to the Client's relationship with the Affiliate and is provided solely to enable the Client to make independent decisions.

3.2 In the event that the Affiliate provides such information to a Client, the Affiliate shall have full responsibility towards the Client and under any law, and the Company shall not be responsible towards the Client in any way, including, without limiting, for the profitability of such information, losses, costs, expenses or damages suffered by the Client arising from any inaccuracy or mistake in any such information.

3.3 The Affiliate shall act in a loyal and faithful manner toward the Company, avoid any conflict of interest towards the Company and inform the Company promptly if such conflict arises.

4. The Software :

4.1 The Software, if provided by the Company, in its sole discretion, does not give clients any advice about any action or non-action or any aspect of earnings, , functionality etc., and it's solely for the purpose of recruiting Clients to the Advertisers as a promotion tool only.

4.2 The Affiliate shall have full responsibility towards the Client under any law, and the Company shall not be responsible towards the Client in any way, including, without limiting, for the profitability of any transaction incurred through the Software, losses, costs, expenses or damages suffered by the Client arising from any inaccuracy or mistake in any transaction made through the Software.

4.3 The Software is provided, "as is", "as available", without warranty of any kind, express, implied or statutory (including, without limitation, timeliness, sequence, completeness, accuracy, or freedom from interruption), any implied warranties arising from usage, course of dealing or course of performance, or the implied warranties of merchantability, fitness, for a particular purpose, title and non-infringement. The entire risk as to the quality and performance of the services offered through the Software is with the Affiliate.

4.4 Furthermore there is no representation by the Company that such services, or any information provided in connection with the Software will meet Client's requirements, be error free, or operate without interruption. The Company, rely upon sophisticated computer software and hardware to execute transactions, which are subject to failure due to a variety of factors. The Client need to understand that among other events, Client may experience losses due to Software crashes, without any liability of the Company.

4.5 The Company is not an Internet Service Provider nor is responsible for any electricity failures that prevents the use of the Software and cannot be responsible for not fulfilling any obligations under this Agreement because of the internet connection or electricity failures.

4.6 The Affiliate must comply with the Company's integration documents in relation to the Software, which may be changes from time to time, according to the Company's sole discretion and displayed on the Company's Website.

5. Company's Logo and Creative :

5.1 Subject to a written approval by the Company, the Affiliate may display the Company logo, trademarks and any other creative provided by the Company (all shall be referred to as the "Creative"), on the Affiliate Websites, solely for the purpose of marketing and promoting the Company and the Company services during the term of these Terms and Conditions, or until such otherwise instructed by the Company. It is clarified that the Affiliate shall have no right to any of the Creative provided by the Company or any derivative thereof.

5.2 Subject to the Company's written consent any usage, display or reproduction of the Company names, trademarks, service marks, logos, imagery and other content shall be done under the terms of this Agreement only and shall be subject to the terms and conditions set or amended from time to time by the Company, at its sole discretion.

6. Consideration :

6.1 The Affiliate shall be entitled to receive consideration as set forth in Schedule 1 attached hereto only, to be paid out on a once-monthly basis and against an appropriate invoice submitted by the Affiliate including the Affiliate's bank account details as provided by the Affiliate including, entity and/or Affiliate name and bank account details to submit a wire transfer, as applicable. Subject to the Company's written consent, Affiliate may choose different entity to wire to, upon his sole discretion.

6.2 The Affiliate waives explicitly any claim regarding the nature of this engagement, including partnership, joint venture, finder's fees, right to profits, enrichment, and any joint rights in any Client, any business activity or the Company or otherwise.

6.3 Payouts are subject to the Affiliate's submission of prerequisite compliance documentation including but not limited to, as required by the Company, including but not limited to, valid ID or passport number (not older than 6 months), Valid Utility Bill (i.e. proof of address not older than 3 months) and entity Verification documents as may be requested by the Company from time to time under its sole discretion. The Company shall not bear responsibility for any delay in payment resulting from the Affiliate's failure to provide compliance documentation.

6.4 Affiliate shall be solely liable for all costs related to the referred Clients. The Company shall not bear and shall be fully reimbursed for any Clearance costs, Incentives costs and Fraud costs, including any costs and expenses reasonably connected with the same (i.e. legal fees incurred when dealing with fraud shall be deemed reasonable Fraud Costs), incurred or spent by the Company or reasonably expected to be incurred or spent, even if not yet incurred or spent. All such costs, expenses and payments may be setoff against any payment due and payable to the Affiliate or otherwise payable within 14 days. Failure to setoff any payment shall not constitute waiver or cessation of such payment or deduction.

6.5 Any and all additional costs associated with payment, such as wire fees or other similar expenses, will be deducted from the Affiliate's net payment.

6.6 Payments to the Affiliate may be adjusted by the Company as necessary in taking into account prior months' payments on account of any breach, fraud, chargeback or other unexpected costs incurred by unreasonable action on the part of the Affiliate.

6.7 Any delay in payment by the Company shall not constitute material breach nor will incur any arrears unless a written notice has been given to the Company and the Company did not rectify and/or performed the payment due within 14 days.

6.8 Company shall make reasonable efforts to perform payments within 10 business days of the beginning of each month for the preceding month. The performance of any Payment shall not be deemed as an admission by the Company to the Affiliate right to receive the same, in whole or in part.

6.9 No payment or consideration shall be due and payable to the Affiliate until and unless the following conditions are met with regards to that payment:

a. No payment shall be due or payable by the Company in a sum of less than $500US. The Company shall be expressly exempt from making any payment until the aggregate sum due to the Affiliate exceeds the aforementioned sum. For avoidance of doubt, it is clarified that these conditions shall apply separately to each payment, and shall be reapplied to the Affiliate after each payment and settlement of account have been performed.

b. All payments to the Affiliate are subject to Company internal verification policies, risk analysis considerations and Anti-Money Laundering procedures. The Company reserves the right to suspend or delay any payment and to demand and receive information about the Affiliate and to assess the Affiliate's activity. Such examination may be performed after payment has been exacted, without limitation, and Affiliate hereby waives any claim of reliance or change of position and shall not be deemed to have done so. The Company reserves the right to modify the Program Policies, including the commission structure and/or the payment terms, at any time, upon reasonable advance notice to Affiliate, at its sole discretion.

c. The books and records of the Company shall be deemed, prima facie, as irrefutable evidence to their content.

7. Additional Services :

7.1 As part of its services, the Company may offer to the Affiliate two additional services:

i. Domain Purchasing Service;

ii. Server Hosting Service.

7.2 In the event Affiliate desires to receive the abovementioned services, Affiliate shall be obligated to separately sign Annex 'A' and Annex 'B' which shall be supplied to the Affiliate upon his written request to the Company.

8. Term and Termination :

8.1 Program Participation : Participation in the Program is subject to the Company's prior approval, including, explicitly, Your (the Affiliate) continued compliance with the Program Policies. Company reserves the right to refuse participation to any applicant at any time, at its sole discretion. By enrolling in the Program, the Affiliate represents that it is (1) a duly incorporated and registered company or partnership; or (2) an individual of at least 18 years of age, and agrees to refer Clients to the Company under the terms and conditions contained herein; (3) It possesses or has otherwise obtained any and all permits from any person or entity required in connection with the execution and delivery of this Agreement.

8.2 The Company may terminate these Terms and Conditions, at any time, with or without cause, effective immediately upon written notice to Affiliate. The Affiliate may terminate these Terms and Conditions at any time, with or without cause, with a 60 days prior written notice to the Company.

9. Consequences of Termination :

9.1 Upon expiration or termination of these Terms and Conditions.

9.2 The Affiliate shall immediately cease displaying the Creative on any Website or otherwise make any use of the Company's Intellectual Property, Trading Software, signs, symbols, names, trademarks and confidential information, and return any and all such material to the Company with a signed statement, verified by a licensed attorney, evidencing the execution of this provision and compliance with the terms of this Agreement, at the Company's discretion.

a. All rights granted to the Affiliate hereunder will immediately cease, Except for the Affiliate's right to compensation, up to the termination date of this Agreement, as described in Schedule 1,.. Notwithstanding the aforementioned, In the Event that these Terms and Conditions were terminated due to breach of these Terms and Conditions by the Affiliate or due to failure of the Affiliate to perform according to the Company's commercially reasonable instruction with regard to the execution of the Affiliate obligation described in these Terms and Conditions, then the Affiliate shall have no right to any consideration.

b. The Affiliate shall immediately return to the Company, or destroy, in accordance to the Company's sole discretion, all property of Company in his possession or control (including all Creative and all Confidential Information), as per this article 6.10 .

c. This Agreement is subject and shall be regulated by the Company's reasonable customary policies, as may be amended by the Company from time to time, at its discretion.

10. Proprietary Rights :

10.1 Any documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, Creative, websites, and any additional intellectual or other property used by or on behalf of the Company or otherwise related to the Company, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein (collectively, "Company Property") shall be and remain the sole and exclusive property of the Company. Parties explicitly agree that Clients and potential clients contact details and information and any other information shall consist as the Company's Property and Confidential Information.

11. Confidential Information :

11.1 Confidential Information Shall include, but shall not be limited to, any and all information associated with the other Party's business and not publicly known, including, the contents of these Terms and Conditions, specific information, technical processes and formulas, source codes, product designs, sales, costs, and other unpublished financial information, business plans and marketing data, is confidential and proprietary information, whether or not marked as confidential or proprietary. Parties agree that no Entity shall be entitled to use the database of Clients for purposes not related to these Terms and Conditions.

11.2 The commercial terms of these Terms and Conditions, including as detailed under Schedule 1 herein, are confidential information of the Company, and the Affiliate shall not disclose them to any person, including after the termination of this Agreement for any reason. Affiliate warrants that he is aware that such disclosure will cause the Company substantial damages.

11.3 Each Party agrees to use the other Party's Confidential Information solely as necessary for performing its obligations hereunder. Each Party agrees that it shall 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 by or to its employees, agents and subcontractors on a need to know; as required by any law, regulation, or order of any court of proper jurisdiction over the Parties.

11.4 Without derogating from the above and as an addition to it, the Affiliate shall keep secret, and at all times shall treat the following as strict confidential information: all customer lists, Leads, potential and/or prospective customer lists, names, addresses and other information regarding customers, leads and prospective customers of the Company.

12. Disclaimer Of Warranty :

12.1 THE COMPANY MAKES NO WARRANTIES HEREUNDER, AND THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OF ANY OF THE SOFTWARE AND/OR THE COMPANY'S SERVICES. WITHOUT LIMITING THE FOREGOING,THE COMPANY FURTHER DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED THAT THE COMPANY'S SOFTWARE DO NOT INFRINGE OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY IN ANY JURISDICTION. THE AFFILIATE UNDERSTANDS AND AGREES THAT THE TRADING PLATFORM MAY NOT SATISFY ALL OF THE CLIENT REQUIREMENTS AND MAY NOT BE UNINTERRUPTED OR ERROR-FREE. THE AFFILIATE UNDERSTANDS AND AGREES THAT THE COMPANY'S SERVICES AND THE SOFTWARE ARE BASED ON INTERNET AND COMMUNICATION NETWORKS AND RELY PARTLY ON THIRD PARTY SERVICES, WHICH ARE NOT UNDER THE CONTROL OF THE COMPANY. THE COMPANY'S SERVICES AND TRADING SOFTWARE MAY NOT BE FREE OF MALFUNCTIONS AND THE COMPANY SHALL NOT BE LIABLE IN ANY WAY IN SUCH EVENTS.

13. Limitation of Liability :

13.1 THE COMPANY SHALL HAVE NO LIABILITY WITH RESPECT TO THE SERVICES PROVIDED BY THE COMPANY AND THE SOFTWARE OR ITS OBLIGATIONS UNDER THESE TERMS AND CONDITIONS OR OTHERWISE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF THE COMPANY HAS BEEN ADVISED OF SUCH DAMAGES..

14. Indemnification :

14.1 The Affiliate agrees to indemnify, defend and hold harmless the Company, it's directors, officers, employees, subcontractors and agents thereof (collectively, the "Indemnified Party"), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action is based upon or arises out of Affiliate's breach of any representation, warranty, obligation or covenant under these terms and conditions; or Affiliate 's negligence or willful misconduct; or any warranty, condition, representation, indemnity or guarantee relating to the Company granted by the Affiliate to any third party.

15. General :
15.1 Force Majeure : If the performance of any part of these Terms and Conditions by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, war, act of terror, strike, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to these Terms and Conditions), labor disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.

15.2 Independent Contractors : The Parties to these Terms and Conditions are independent contractors. Neither Party is an agent, representative or Related Entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Affiliate agreement supersedes and renders null and void any and all previous agreements between the parties. This includes but is not limited to any and all Affiliate, White Label, Chained Agent, Affiliate, Founder, Shareholder, and Exclusive Territory Agreements. These Terms and Conditions shall 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.

15.3 Notices : Any notice, approval, request, authorization, direction or other communication under these Terms and Conditions shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if delivered personally or by e-mail to the Party to which the same is directed; after two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or after five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the respective addresses of the Parties as set forth on the Registration Page.

15.4 No Waiver : The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of these Terms and Conditions or to exercise any right under these Terms and Conditions shall 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 shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.

15.5 Entire Agreement : These Terms and Conditions, including all Schedules hereto, set forth the entire agreement and supersede any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof as set forth herein. No amendment or modification of any provision of these Terms and Conditions shall be valid unless set forth in a written instrument signed by both Parties.

15.6 Assignment : The Company, under its sole discretion, shall have the right to assign or otherwise transfer these Terms and Conditions, or any of its rights or obligations hereunder, to any third party without the Affiliates prior written consent. For the sake of clarity, Affiliate shall not be entitled to assign this Agreement or in any way otherwise, transfer these Terms and Conditions, or any of its rights or obligations hereunder, to any third party without The Company's written consent.

15.7 Applicable Laws and Jurisdictions : These Terms and Conditions shall be governed, construed and enforced in accordance with the laws of the UK. Each Party agrees that any legal action, proceeding, controversy or claim between the Parties arising out of or relating to these Terms and Conditions may be brought and prosecuted only in a court of law in the territory of the UK, and by execution of these Terms and Conditions each Party hereto submits to the exclusive jurisdiction of such court and waives any objection it might have based upon improper venue or inconvenient forum.

15.8 Setoff; Lien : Affiliate hereby waives any right of lien and setoff with regards to the Company. Affiliate expressly acknowledges that Company may setoff any payments due under article 6 and its sub-sections.

15.9 Survival : Sections 5 through 11 (inclusive) shall survive the termination or expiration of these Terms and Conditions.

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1. Affiliate shall be entitled to CPA-based fee of {{amount}} USD for each Client. 2. The Affiliate will take care of the compliance (KYC) of each client, and make sure each of his clients is persons of trust and integrity. 3. The Affiliate shall NOT be entitled to any other compensation, other than as expressly detailed in this Agreement.

A. Minimum prerequisites for entitlement :

1. No payment shall be due or payable by the Company, in sums less than $500 US. The Company shall be expressly exempt from making any payment until the aggregate sums due to the Affiliate exceed the aforementioned sums.

A. Services provided by Company :

1. Company gives no warranty to the promotions/marketing material / earning claims etc. as they were/are/will is created by the Affiliate or Advertisers.

2. In case the Company provides the Software, the Affiliate will not be entitled to earning claims and/or earning performance etc.

A. Obligations of Affiliate :

1. Affiliate will not address, under any circumstances, whether directly or indirectly the Advertisers and/or third parties that Company refers Affiliates clients to, in order to send traffic directly to the Advertisers

and/or third parties in such a way that would result in the bypassing of Company's tracking ID or circumvention of the company.

A. Additional Clarifications :

1. The Fees shall be due within 10 business days as of the end of each month, for the previous calendar month.

2. All payments to the Affiliate are subject to Company internal operational and tracking systems, as well as verification policies, risk analysis considerations and Anti-Money Laundering procedures. The Company reserves the right to suspend or delay any payment and to demand and receive information about the Affiliate and to assess the Affiliate's activity. Such examination may be performed after payment has been exacted, without limitation, and Affiliate hereby waives any claim of reliance or change of position and shall not be deemed to have done so.

3. The Company reserves the right to modify Program Policies, and/or the payment terms, at any time, upon reasonable advance notice to Affiliate, at its sole discretion.

ANNEX A

Domain Purchase Agreement :

1. As an additional service which the Company grants its Customers during the course of the engagement, the Company, under its sole discretion and subject to the Customers request, may assist and/or facilitate in supplying a Domain Name for its Customer, by purchasing the Domain name form third party providers (" Domain Name Services" Or " DNS").

2. For the avoidance of doubt, a receipt of a Domain basically constitutes the receipt of a website (the "Website"). Such website shall comply with and be in accordance to the following stipulations hereto.

3. For the sake of clarity, as a facilitator in obtaining a Domain Name from third parties, the Company has no control over the legality, legitimacy and/or lawfulness of the domain names and/or their quality and/or their safety and any other matter which is associated with the Domain Name.

4. It is hereby clarified, that the Customer shall be utterly and absolutely responsible for any of the following in the Domain; without derogating from the abovementioned and/or as detailed below, in order to dispel any doubt and as a general directive, Customer shall not use the name of Company in any of its Domains and/or websites and/or in any promotional materials or otherwise, without obtaining the prior written approval of Company relating to the general type of such promotional materials and not to distribute any such promotional materials in any manner or forum which may be offensive or which may cause harm to the Company.

5. Customer expressly undertakes NOT to including in any of its Domains and/or website any sort of content and/or services and/or products which: promotes sexually explicit materials, violence, discriminationbased on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities; or Violates any intellectual property or other proprietary Rights of any Third Party; Not knowingly do or commit (or permit to be done or committed) any act, matter or thing that he knows or ought to reasonably know is likely to cause Company to be in breach of any of the provisions of Company Terms and Conditions or applicable Laws or Regulations .

6. Written content : All of the written content, which is presented in the Domain and/or any sub-domains associated with the Domain; such content may only include and comply with all applicable Laws, Regulations Rules and Approvals which apply to the Customer respectful of the Customers activity, geographical region in which the Customer conducts its business and respectful of the laws, regulations and rules which apply to the clients of the Customer. Without derogating from the generality of the above and in addition, all written content must comply, to the fullest, the limitations detailed in section 5 above.

7. Videos : All of the Videos presented on the Domain and/or any sub-domains associated with the Domain; such content may only include and comply with all applicable Laws, Regulations Rules and Approvals which apply to the Customer respectful of the Customers activity, geographical region in which the Customer conducts its business and respectful of the laws, regulations and rules which apply to the clients of the Customer.

8. Presented Links : All of the Links presented in the Domain; such referral to other domains and/or websites shall comply and be in accordance to any be applicable Laws, Regulations Rules and Approvals which apply to the Customer respectful of the Customers activity, geographical region in which the Customer conducts its business and respectful of the laws, regulations and rules which apply to the clients of the Customer. The domain and/or website which Customer refers its Clients to, through the Domain, should NOT include: the promotion of sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age and/or any illegal activities; or Violates any intellectual property or other proprietary Rights of any Third Party . Without derogating from the generality of the above and in addition, all written content must comply, to the fullest, the limitations detailed in section 5 above.

9. Offered Services : All of the Services presented and/or offered on the Domain and/or any sub-domains associated with the Domain and offered to clients of the Customer; in addition, such services shall be Legal and shall comply with all applicable Laws, Regulations Rules and Approvals which apply to the Customer respectful of the Customers activity, geographical region in which the Customer conducts its business and respectful of the laws, regulations and rules which apply to the clients of the Customer. Without derogating from the generality of the above and in addition, all written content must comply, to the fullest, the limitations detailed in section 5 above.

10. Offered Products: All of the Products presented and/or offered on the Domain and/or any sub-domains associated with the Domain and offered to clients of the Customer; in addition, such services shall be Legal and shall comply with all applicable Laws, Regulations Rules and Approvals which apply to the Customer respectful of the Customers activity, geographical region in which the Customer conducts its business and respectful of the laws, regulations and rules which apply to the clients of the Customer. Without derogating from the generality of the above and in addition, all written content must comply, to the fullest, the limitations detailed in section 5 above.

11. Customer will indemnify, defend, and hold harmless the Company and its officers, directors, agents, affiliates, distributors, franchisees, and Third Party Providers, and employees from and against all third party claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, demands, actions, suits, investigations, arbitrations or any other proceedings.

ANNEX B

Server HOSTING AGREEMENT

1. Preamble:

This Hosting Agreement (the “Agreement”) is entered into, by and between Edge Cast Marketing Limited, owner of the Website ("Edge Cast Marketing") and you, and is made effective as of the date this Agreement was electronically accepted. This Agreement and any annexes thereof sets forth the terms and conditions of your use of Edge Cast Marketing Hosting services (the “Service”), and represents the entire agreement and mutual engagement between you and Edge Cast Marketing.

Your electronic acceptance of this Agreement deems that you have understood, read, acknowledged, and agree to be bound by this Agreement, in addition to any other Terms and Conditions or other Agreements and annexes which apply to you, as part of the engagement with Edge Cast Marketing. For the sake of clarity, it is hereby emphasized, that the all, liabilities, stipulations, undertakings, covenants, responsibility, commitments, and other mutual and/or personal obligations as agreed between the parties in the Affiliate Master agreement, shall be in full force and affect, and shall apply to this annex and shall regulate the relationship between the Parties in all matters not regulated in this annex.

The following terms: “our”, “us”, “we”, shall refer to Edge Cast Marketing. The terms “customer” “User” “you”, “your”, shall refer to any legal entity and/or individual that accepts this Hosting Agreement. Edge Cast Marketing may, under our sole and absolute discretion, modify and/or alter and/or change this Agreement, or any agreements and/or policies detailed herein, and any restrictions on the Service, at any time, and such modifications or changes will be with immediate effect upon uploading the modified Agreement and/or policies etc..

By continuing your use of the Services after such changes as detailed, shall constitute your acceptance of this Agreement and all modifications and/or changes made to it. If you do not agree to be bound by this Agreement and any revisions thereof, do not continue to use the Services. We may, under our discretion, notify you of changes to this Agreement by way of email. For the sake of clarity, we assume no liability or responsibility for not sending an email or to your failure to receive an email notification.

1. Services Description :

The Hosting Services options offered by us, are as follows:

2.1 Web Hosting :

By acquiring Web Hosting, your website shall be placed within one or more servers and resources are shall be shared between many of our Customers, on the same servers; notwithstanding, your website shall be given a unique Address (DNS).

2.2 Virtual Private Server (“ VPS”) :

By Purchasing VPS, you shall share a server with other Customers, however, you shall have complete control over your server space and the full and complete configuration of your virtual instance on the server. In addition, You shall have administrator access and a dedicated IP address.

2.3 Dedicated Server:

By acquiring a Dedicated Server, you shall be entitled and shall receive, an entire server is which shall exclusively serve you and your account and further uses You may need. You shall have exclusive rights to your server's storage space, memory, bandwidth, and your server’s performance shall in no way be affected by the use other Customers of the Servers.

2.4 Managed Hosting:

In the event, you would like to purchase Managed Hosting, you shall receive the services associated with VPS or Dedicated Server, as detailed above; However, you will need to manage the server, including, but not limited to, setting up your control panel, Backups etc.

3. Limitation of Liability and account Termination

3.1 Termination of Services:

It is hereby clarified and You hereby irrevocably acknowledge, agree and undertake, that upon expiration and/or termination of your Services, you must discontinue the use of the Services and cease and abandon the use of the IP addresses and server names assigned to you, in connection with Services, including, but not limited to, distancing the domain name system (“ DNS”) for your domain name(s), from our servers. Prior to termination of the Services, you bear full responsibility to remove and relocate your website and/or server content from our servers. Edge Cast Marketing shall in no event transfer or FTP your website and/or server content to third party provider. If you fail and/or unable and/or unwilling to move your website and/or server content from our servers, prior to the Termination of this Agreement as detailed above, then you aware, that all such content shall be deleted and you will not be entitled to any such content and we will not be providing a copy of such content, inter alia due to the delegation.

4. Customer undertakings and obligations

4.1 Examination of Customer Services and Activities :

You hereby acknowledge and agree, that we will have the right to examine your activities with respect to your use of the Services, in particular, the purchase of an IP address(es), and you hereby irrevocably undertake that you are obligated to provide, at any time which we request, any, and all information reasonably requested by us pursuant to such examination. Respectful of such purchase, you acknowledge and agree that the result of the examination may be disclosed to certain registries.

4.2 Forbidden Activities and Other unlawful actions :

You hereby agree and acknowledge, that you may not use our servers and your website as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive and forbidden activities and actions. It is hereby clarified, that Server hacking or other security breaches is strictly prohibited and we reserve our right, to remove any sites containing any sort of information about hacking and/or links and/or redirections to such forbidden information. The use of your website as an anonymous website (gateway) is strictly prohibited. We also prohibit the use of any type of software and/or scripts, which shall run on our servers and shall effectively cause the server to be loaded beyond a reasonable capacity, as determined by solely by us.

You further agree and acknowledge, that we reserve the right to remove your website, whether temporarily or permanently from our servers, in the event you shall violate this Agreement and/or take actions and engage in an activity which can impair and threaten the stability of our Services, networks, servers and such. You also acknowledge and agree, that all websites which are associated with your account (hosting account) may be removed if one URL/Domain/website is in violation of this Agreement and annexes. You further acknowledge and agree that, Edge Cast Marketing reserves the right to examine by technological tools, your hosted account, in order to locate any malicious content (example: malware), and that, in the event any such content may be discovered, then such content and/or any related content thereof, may be immediately removed, under Edge Cast Marketing sole and absolute discretion.

Without derogating from the above and as an addition thereof, you agree not to engage in unacceptable use of the Services, which includes, but not limited to, use of the Services to: (1) distribute and/or transmit any sort of material that is reasonably offensive, or malicious; (2) make an attempt to mislead any person or entity as to the identity, source and/or origin of any communication(s); (3) hack, interfere, disrupt and/or attempt to gain an unauthorized access to any computer system, server, network or account that you do not have possess the relevant authorization to access or try to gain access to a place which exceeds your level and scope authorization; (4) engage in any other forbidden activity which is deemed to be such by any applicable law and/or by this Agreement and other relevant policies; or (5) use your server to allow third parties to conduct any kind of action forbidden in this Agreement.

For the sake of clarity, we strictly prohibit the operating of a public recursive DNS service on any of our servers. All recursive DNS servers must be secured to allow only internal network access or a limited set of IP addresses. We actively monitor for the presence of public DNS services and reserve the right to remove, upon our discretion, any servers from the network that violate this restriction.

4.3 Content Backup and Damages:

For the sake of clarity, you shall be solely responsible for undertaking the following measures and precautions in order to: (1) prevent any loss and/or damage to your website or your server content; (2) maintain an independent archive and backup of your website and/or server content; and (3) ensure that the security, confidentiality and integrity of all your websites or servers content transmitted through and by or stored on our servers.

To dispel any doubt, It is hereby clarified, that Edge Cast Marketing servers are in no way an archive for your content and we shall have no liability, to any extent, to you and/or any other person for any loss, damage or destruction of any of your content. You shall not use the Service in any way, under Edge Cast Marketing sole discretion, that shall impair the factuality and/or operation of our services.

In particular, you are instructed not use the Services as: (1) a repository or instrument for placing or storing archived files; and/or (2) placing or storing material that can be downloaded through other websites. You hereby acknowledge and confirm, that you agree that we shall be entitled and have the absolute right, to investigate and examine, in the event you may compromise our servers or your account.

4.4 Your Website and the written Content :

You shall be solely responsible for providing, updating, uploading and maintaining your website or server including, but not limited to: landing pages, pages, all files, data, works, information and/or materials, displayed, linked or transmitted to, from or through your website or server including, but not limited to, trade or service marks, recommendations, products, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text.

You hereby undertake, that your website or server content shall also include any registered domain names provided by you or registered on your behalf, respectful of the Services.

4.5 Content on Website and on the Server :

Your website may not include any of the following content: (1) image hosting scripts which can allow an anonymous user to upload an image for display on another website; (2) banner ad services for display on other websites or devices (commercial banner ad rotation); (3) file dump/mirror scripts that allow an anonymous user to upload a file for other to download; (4) commercial audio streaming; (5) push button mail scripts that allow the user to specify recipient email addresses; (6) anonymous or bulk SMS gateways; (7) backups of content from another computer or website; (8) Bittorrent trackers; or (9) any script that causes a degradation in the performance of our server or network environment.

cPanel . In the event you add cPanel to your server, you agree to be bound by the cPanel EULA , which is hereby incorporated by reference.

1. Services Uptime

We will make all commerciality reasonable efforts, to offer a Service uptime guarantee of up to 99.9% (“Service Uptime Guarantee”). The Service Uptime Guarantee does not apply to service interruptions caused by, inter alia the following factors: (1) scheduled periodic maintenance or repairs we may decide to undertake from time to time, under our discretion; (2) interruptions caused by you from any customizations, coding or the installation of third-party applications; (3) outages that do not affect the appearance of your website; (4) causes beyond our control or that are not reasonably foreseeable; and (5) outages related to the reliability of certain programming environments.

2. Secure Sockets Layer ("SSL") Certificates

As otherwise may be limited respectful of a specific product(s) and/or service(s), it is hereby made clear, that any SSL certificate you might purchase from us or from one of our affiliates, to use in conjunction with the Service, is intended for its specific use only, and in no event, shall not be exported from the server, for the purpose of using the SSL, with any other web hosting service of any kind. If you are already using an SSL certificate on a website which is hosted by us, we shall generate and securely store a corresponding private key.
For security reasons and purposes, in no event or time, will we release your private key, even if this will be requested by you. In the event, you wish to export your SSL certificate for use on a non- Edge Cast Marketing server, you shall do so by making a formal request to us, but not prior to thirty (30) days after your initial SSL subscription commenced. Subsequent to the cancelation of your account, you will have thirty (30) days to request that a 're-key' of the SSL certificate you had, otherwise your SSL certificate shall become invalid.

3. Third Party Provider Software
Definition .

"Third Party Software ": shall mean in this Agreement, any software or application developed and owned by a third party which renders services to us, as we may engage with from time to time, under our discretion.
We reserve the right to modify, change, or discontinue any Third-Party Agreement or Software at any time, subject to our discretion, and you agree to cooperate as may be necessary from time to time, in order to install any updates to the Third-Party Software. You are allowed to make limited and revocable use of the Third-Party Software, and you may only use the Third-Party Software solely as part of the Services. You may not use the Third Party Software outside of the Services and /or in ways or activities which are not related to this Agreement. We may provide your personal information to any third-party provider as required, to provide the Third-Party Software. You acknowledge and agree that your use of the Third-Party Software is subject to the agreement which is signed between us and the third party providers. In addition, in the event the Third-Party Software shall need or require the consent of a service or license agreement from the third-party provider, then your use of the Third Party Software shall be subjected to such service or license agreement as may be. You may not download, install, or use any Third-Party Software that requires consent to a service or license agreement from a third-party provider, unless you prior agree to the terms and conditions of such service or license agreement. You may not remove, modify, or change any copyright, trademark, or other proprietary rights notices that are contained in or on the Third-Party Software. You may not reverse engineer, decompile, or disassemble the Third-Party Software, except and only to the extent that such activity is expressly permitted by applicable law. You acknowledge and agree that the third-party providers (and their affiliates and suppliers) make no representations or warranties about any Third-Party Software offered with respect to the Services, and expressly disclaim any liability or damages (whether direct, indirect, or consequential) arising from the use of the Third-Party Software.

4. Title and Headings; Severability

The titles and headings of this Agreement are for convenience purposes only and shall not be utilized in any way to construe or interpret the Agreement between the parties. Each undertaking and stipulation in this Agreement shall be construed for all purposes to be a separate and independent. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

5. Definitions; Governing Law

In the event there is a conflict between the provisions of this Agreement and any preceding agreements between the parties hereto , the provisions of this Agreement shall prevail.
These Terms and Conditions and all disputes or claims arising out of or related thereto shall be governed by the laws of the Republic of Cyprus; in the case of conflict between laws' rules, Cypriot law shall prevail.

6. Controlling Language

This Agreement, along with all annexes, policies identified above and incorporated herein by reference (collectively, the “Agreement”), is executed in the English language. To the extent any translation is provided to you, it is provided for convenience purposes only, and in the event of any conflict between the English and translated version, where permitted by law, the English version will prevail.