(hereinafter referred to as “Agreement”)
The Agreement governs the relationship between webmasters (hereinafter referred to as the "Affiliate") and Family Train Inc., with registered address at First Floor, Mandar House, Johnson's Ghut, P. O. Box 3257, Road Town, Tortola, British Virgin Islands (hereinafter referred to as the "Company") regarding advertising, marketing, or promoting the Company's Services.
By creating an account at the Company's Services, the Affiliate gives their consent to and accepts the following Agreement.
IF YOU DO NOT ACCEPT AND AGREE TO THE TERMS THEN YOU MUST NOT ACCESS OR USE THE COMPANY'S SERVICES.
Company's Services: Website(s), app(s) or web service(s) owned, operated, or controlled by the Company or its subsidiaries, including the White Label Services developed, maintained, or hosted by the Company or its subsidiaries.
White Label Service is a web service developed, maintained and/or hosted by the Company being its promotional tool used by the Affiliate for further advertising, marketing and/or promotion of the live webcam site(s) operated by the Company. White Label Service is offered as is and the Affiliate is obliged to accept it on an "as is" basis.
Program: All marketing and promotional goals established by the Company as well as its subsidiaries and partners, and to their respective set of rules, benefits, revenues, and corresponding obligations arising from the execution of the present Agreement, namely pertaining to the use of marketing tools offered on the Company's Services, including the White Label Services, and in compliance with rules and regulations inherent to their use, as well as any means used to promote the Company's Services, the Affiliate being bound by the principles and provisions set forth in the present Agreement.
Program Participant: Any Affiliate participating in the Program under this Agreement.
1.1. The Affiliate has a non-exclusive right to redirect, refer or send visitors or users of their website(s) or the White Label Services to the Company's Services. The Affiliate has no obligation of any kind to exercise such non-exclusive right under the present Agreement.
1.2. The Affiliate has a limited, non-exclusive, nontransferable, and revocable right to access, download, and use promotional banners, hypertext links, and other promotional materials created by the Company to be used on the Affiliate's website(s) or the White Label Services for the exclusive purpose of advertising, marketing or promoting the Company's Services or services provided through the Company's Services; however, the licence herein granted will automatically and immediately cease upon termination or breach of any term of this Agreement.
1.3. It is expressly agreed between the Parties that the use of promotional materials by the Affiliate on the White Label Services under this Agreement is not subject to any kind of counterparty from the Company to the Affiliate, other than as described in Clause 6 below. Remuneration as provided in Clause 6 takes into account the use of the Affiliate's name and/or brand on a White Label Services, as the case may be, by the Company.
1.4. The Affiliate will remain a Program Participant until (1) the Affiliate terminates participation in the Program by notifying the Company at the following e-mail address: [email protected]; or (2) the Company terminates, with immediate effect, the Affiliate's participation in the program, with or without justification, by means of notice to the Affiliate's e-mail address used for contact information. Neither party may be held liable if it cannot have access to the other party's e-mail address due to any cause, which could not be acknowledged by the notifying party at the time of the notification.
1.5. Nothing herein will be construed as a grant or assignment of any rights to any intellectual property owned by the Company, including, without limitation, any and all of its trademarks or service marks, except as provided in Clause 1.2 above.
1.6. All Program materials, including, but not limited to, all advertising banners, hypertext links, photographic materials, recordings, video, sound, and any form of intellectual property rights on such materials provided to the Affiliate by the Company as part of this Program will remain the property of the Company and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale, in any manner, at anytime, anywhere in the world, except as expressly authorised in by this Agreement in writing by the Company.
1.7. The use of any promotional or other kind of Program materials and/or Program provided by the Company to the Affiliate under this Agreement is at the sole responsibility of the Affiliate and has to be used on an "as is" basis. The Company disclaims all warranties, either expressed or implied including, but not limited to, warranties of merchantability and fitness for a particular purpose, with regard to the Program as well as any and all materials of every kind supplied to the Affiliate as part of this Program. The Affiliate hereby expressly undertakes to hold the Company harmless from any related liabilities concerning the use of mentioned materials by the Affiliate, including holding the Company harmless from any third party's claims related to the infringement of intellectual property rights, or if the use of such materials is forbidden under the local laws of the Affiliate.
1.8. The Company reserves the right to warn the Affiliate and/or suspend/terminate the Agreement and withhold any pending payments/referrals of whatsoever nature to the Affiliate and/or to any other person/webmaster referred by the Affiliate, whenever the Affiliate uses questionable marketing techniques as set out in Clause 5 below, including, but not limited to chat marketing and any type of unsolicited messages.
1.9. This Agreement and the rights herein are not transferable and may only be used by the Affiliate in the framework of their participation in the Program.
2. Relationship Between The Parties
2.1. The relationship between the Affiliate and the Company will be restricted to matters exclusively pertaining to the Program and will be governed entirely by the Agreement.
2.2. The Company will have no control or ownership interests of any kind in the Affiliate's business or website(s).
2.3. The Affiliate will neither have financial or other interest(s) in the Company nor in any property owned by the Company, its affiliates, agents, successors, or assignees.
2.4. Notwithstanding anything to the contrary in this Agreement, the Company has no direct or indirect control nor ownership interests over the content of performances or services, the manner of performances or services, the time or duration of provision of performances, or the services provided by the Affiliate, in or in association with the Affiliate's website(s), except as specifically set forth in this Agreement.
2.5. The Affiliate hereby expressly declares not to provide, use, or promote any content that is (1) illegal; (2) stolen; (3) fraudulent; or (4) in violation with any part of the Agreement on its website(s) used to participate in the Program as well as on the domain name (or any subdomain of said domain) that is directed to the IP address of the Company's Services or its subsidiaries and which are offering live cam services in the form of a White Label Service or not. The Affiliate acknowledges and declares to take full responsibility for the content present on the referred domain or any subdomain of the domain, apart from the content generated by the Company or its subsidiaries on the White Label Services as the case may be. The Affiliate acknowledges and agrees that the violation of this clause, namely the presence of unacceptable content on the Affiliate's website(s) used to participate in the Program and/or on the website related to the domain name or on any subdomain of the domain, may implicate immediate termination of their account and related services as well as these Terms and Conditions, the Company being entitled to withhold any pending or future payments, revenues or benefits.
2.6. Neither the Company nor any employee, associate, agent, assignee, or successor of the Company will exert or provide any direct or indirect control over monitoring of, supervision of, prior approval of, or review of the content appearing or otherwise distributed on, in, or in association with the Affiliate's website(s), except in the case of a White Label Service. The Affiliate will be solely responsible for any legal liabilities or consequences resulting from the dissemination of that content on or through the Affiliate's website(s).
2.7. In case of any queries, the Affiliate may contact the Company directly at the following e-mail address: [email protected]
2.8. Nothing in this Agreement is construed as constituting or creating any agency, employment relationship, joint or collaborative venture, or partnership between the Affiliate and the Company, and/or its employees, agents, or assignees.
3. Affiliate Declarations
3.1. The Affiliate expressly declares to acknowledge that the Company's Services are used for adult entertainment, being exclusively intended for the entertainment of adults.
3.2. The Affiliate expressly declares to be at least 18 years old (21 in some areas if required so by applicable law), having already reached the age of majority in accordance to the local laws of the Affiliate's legal jurisdiction.
3.3. The Affiliate also declares that the persons executing the Agreement have the authority and are entitled to contract on behalf of the Affiliate and that the Affiliate has the right to decide which content may appear on the Affiliate's websites or the White Label Services available at the domain names that are the subject matter of this Agreement.
3.4. The Affiliate hereby confirms and acknowledges to have unilaterally decided to enter into an Internet service business, which is of high risk.
3.5. The Affiliate further confirms, acknowledges, and expressly agrees that neither the Company, any agent, or representative of the Company, nor any other person has at any time in the past or present, represented to the Affiliate or has otherwise directly or indirectly communicated by any means to the Affiliate any guarantee, reassurance, or any other communication of any kind regarding:
3.5.1. the potential profitability or likelihood of success of the Affiliate's participation in the Program as set forth in this Agreement or otherwise;
3.5.2. the possibility or likelihood that the use of any products and/or services provided by the Company pursuant to this Agreement can or will result in the recoupment of any funds expended by the Affiliate for the promotion of the Company's Website(s) or any other purpose; or
3.5.3. the existence, non-existence, size or any other characteristics of any market for any products or services, which relates to the Affiliate's participation in the Program pursuant to this Agreement.
3.6. The Company will, at all times, have the right, at its sole and exclusive discretion, to move, including with retroactive nature or effect, the Affiliate from a promotional or standard Program to another promotional or standard Program, adjusting the Affiliate's associated Program benefits in case the Company deems such measure appropriate due to evidence of the Affiliate's below standard or high risk performance, namely, in the event the Company suspects foul play, incentive based purchases and/or registrations, and/or generation of traffic through unauthorised sources such as, but not limited to, social networking sites, escort sites, gambling sites, illegal torrent sites, and online auction sites.
3.6.1. The Company will notify the Affiliate of the changes referred in Clause 3.6 above by using the Affiliate's e-mail address used for contact information.
3.6.2. The Affiliate hereby expressly acknowledges and accepts the measures referred in Clauses 3.6 and 3.6.1 above.
3.7. The Affiliate additionally acknowledges that the Company has the right to terminate the Affiliate's and/or any other person's participation in the Program within the terms set forth in Clause 1.4 above.
3.8. If the Affiliate's participation in the Program is terminated for any reason or is not in good standing (for instance, changes in the Affiliate website's URL or where the Affiliate ceases to offer services on the Internet), the Affiliate will immediately and permanently cease all use of any and all materials provided by the Company and ensure that any and all files containing materials provided by the Company will be removed from the correspondent website(s).
3.9. The Affiliate agrees that the Program is not a franchise or other business opportunity and agrees that such Program does not fall within the scope of any such act or law. Specifically, this Agreement is not by their definition an offer or business opportunity.
3.10. The Affiliate further expressly agrees not to raise any claim of any kind against the Company and agrees to hold the Company harmless from any claim of loss by the Affiliate directly or indirectly resulting from the decision to participate in the Program pursuant to this Agreement.
3.11. The Affiliate further declares and confirms that they will not hereafter claim or purport to claim, either directly or indirectly, in any manner whatsoever, any right, title, interest into, over or upon any intellectual property right owned by the Company or its subsidiaries, unless otherwise agreed in writing by the parties.
3.12. The Affiliate declares, that they are not, nor has the Affiliate been, nor will be in the future, a person, a member of a group or organisation who has been or is involved in any criminal conduct or any activity against the law.
3.13. The Affiliate confirms, that she/he is aware about the strict prohibition on the registration by the same person (private person and/or legal entity) of the additional accounts under the Affiliate Program. Any person shall have only one account under the Affiliate Program. Failure to comply with this rule the Agreement with the Affiliate could be fully and unilaterally terminated by the Company without the fee payment to the Affiliate or the Affiliate could be banned by the Company till the Affiliate provides to the Company full and exact data in relation to her/his Subscription for a valid account registration.
3.14. The Affiliate confirms, that she/he is aware about the strict prohibition on the registration by the Affiliate of the domain name which constitutes as trademark dilution or unauthorised use of a trademark that is identical or confusingly similar to another brand's trademark. Trademark dilution can occur even if the second trademark is not identical to the original (e.g., the use of a well-known brand name in the domain name). Registration and /or sending traffic from such domains (e.g., IFrame, Redirect, etc.) that are identical or confusingly similar to famous brand trademarks is strictly prohibited. The Affiliate confirms to compensate for the Company all damages arising out any claims, lawsuits, complaints filed against the Company by affected parties in this regard.
Failure to comply with this rule the registration of the Affiliate account will be cancelled by the Company, the Agreement with the Affiliate could be fully and unilaterally terminated by the Company without the fee payment to the Affiliate or the Affiliate could be banned by the Company till the Affiliate provides to the Company full and exact data in relation to a new domain name registered by the Affiliate in accordance with the requirements of the Company for a valid account registration.
4. Affiliate Duties
4.1. The Affiliate will provide the Company immediately when requested with a Tax ID Number, Social Security Number, or any other Identification Document that the Company finds necessary. Failure to provide such information will constitute a basis for terminating this Agreement and for forfeiting, as liquidated damages, any and all commissions or fees to which the Affiliate would otherwise be entitled under this Agreement.
4.2. The Affiliate acknowledges and agrees that any advertising, advertising links, or promotional materials of any kind, which promote the Company's Services or services provided through the Company's Services (except for the promotional tools provided by the Company in the Promo Tools section) must be previously approved, in writing, by the Company before being displayed or featured on the Affiliate's website(s).
4.3. The Affiliate will at no time, by using any materials provided in the framework of this Agreement by the Company or by using its promotional materials on the White Label Services, directly or indirectly display, through any means, negative or offensive advertising. The Affiliate will be held liable for any and all damages incurred to the Company resulting from or in connection with such conduct, regardless of the motivation.
4.4. The Affiliate understands and agrees that it is solely his/her/its responsibility to pay all applicable taxes in regard with the payments received from the Company under this Agreement. The Affiliate understands that it is his/her/its mandatory obligation to pay all applicable taxes.
4.5. The Affiliate is obliged to fully compensate the Company for all damages caused by Affiliate’s unlawful conduct or breach of this Agreement.
5.1. In case the Affiliate uses spam, the present Agreement will be immediately terminated, since the Company has a zero-tolerance policy for spamming.
5.2. In case of any type of spamming, the Affiliate will further be barred from future participation in the Program and all funds due to the Affiliate resulting from the participation of the Affiliate in the Program will be forfeited to the Company.
5.3. The Affiliate hereby warrants that they will not use any form of mass unsolicited electronic mail solicitations, unsolicited instant messaging spam, online classified ads, auctions spam, web search engine spam, blog postings, Wiki spam, social networking sites spam, news group postings, IRC posting, or any other form of what is commonly known as "spamming" as a means of promoting its website(s) or for the purpose of directing or referring users to the Company's Services.
5.3.1. The Affiliate also warrants being in compliance with the Link Scheme Guidelines of Google at all times with regard to its links to the Company’s Services. In case the Affiliate fails to do so, the Company reserves the right to immediately terminate the Affiliate’s participation in the Program without notice.
5.4. The Affiliate further acknowledges and agrees that the Company has the right to immediately and without notice terminate the participation of the Affiliate in the Program if the Company, at its sole and exclusive discretion, concludes that the Affiliate uses any form of mass unsolicited electronic mail solicitations, news group postings, cookie stuffing marketing techniques, password selling or trading, warez, IRC posting, or any other form of "spamming".
5.5. The Affiliate will not, directly or indirectly, by any means, trick, link, or forge in any manner any of the following content or material to any of the Company's Services through any hyperlinks maintained or created on the Affiliates website(s):
5.5.1. Obscene material; including, without limitation, any material depicting brutality, rape, torture, incest, bestiality, or such;
5.5.2. Any material which is displayed or transmitted in a way as to constitute harmful matter or indecent communications to minors;
5.5.3. Any material which constitutes or may be subject to be considered as child pornography, bestiality, rape, torture and/or which involves depictions of nudity or sexuality by an underage-looking performer whether the performer be real or computer generated (i.e. someone who looks younger than 18 years of age, or 21 as the case may be), or by a performer who is portrayed or made to appear to be a person under the age of 18 years of age by virtue of script, make-up, demeanor, costuming, setting, etc.;
5.5.4. Any material, which is threatening, abusive, hateful, defamatory, libelous, slanderous, scandalous, or injurious to the reputation of any person or entity;
5.5.5. Any material which constitutes an infringement, misappropriation, or violation of any person's rights of publicity, privacy rights, or any person's intellectual property rights, including, but not limited to, copyrights, trademarks, and service rights. This includes photos altered to look like celebrities or other private persons;
5.5.7. Any material which contains any form of solicitation for prostitution or personal contacts outside the context of websites, or which promotes and/or facilitates incentive-based websites, warez websites, hacking, cracking, or the downloading and/or trading of unauthorised MP3 audio files and/or any other unauthorised content protected by third parties intellectual property rights;
5.5.8. Any material which does not fully comply with the applicable legislation and regulation.
5.5.9. Any domain name which constitutes as trademark dilution or unauthorised use of a trademark that is identical or confusingly similar to another brand's trademark. Trademark dilution can occur even if the second trademark is not identical to the original (e.g., the use of a well-known brand name in the domain name). Sending traffic from such domains (e.g., IFrame, Redirect, etc.) that are identical or confusingly similar to famous brand trademarks is strictly prohibited.
5.6. The Affiliate understands and accepts that under no circumstances will the Company and its subsidiaries be, to the extent permitted by law, liable for any direct, indirect, incidental, special, consequential, or punitive damages that result from the violation of this Agreement.
5.6.1. The Affiliate recognises the duty to indemnify, pay the costs of defence, and hold harmless the Company and its subsidiaries, its officers, directors, affiliates, attorneys, shareholders, managers, members, agents, and employees from any and all claims, losses, liabilities, or expenses (including reasonable attorneys' fees or legal fees otherwise) brought by third parties arising out of or related to the Affiliate's conduct, statements, or actions, as well as breach of any term, condition, or promise contained herein.
6.1. The Affiliate is entitled to a referral fee, whenever the following conditions are satisfied:
6.1.1. A person is redirected to the Company's Services, except for when such person is redirected to the White Label Services, through interaction with a banner ad or hypertext link supplied by the Company as part of the Program (hereinafter referred to as the "Affiliate link") that is displayed on the Affiliate's website(s) or the White Label Services and which automatically connects any person who clicks on the said Affiliate link to the Company's Services; and
6.1.2. A person who, after having been redirected to the Company's Services (excluding the White Label Services) through the use of an Affiliate link displayed on the Affiliate's website(s) or the White Label Services, clicks through to an advertiser listed on the Company's Services (excluding the White Label Services) (hereafter defined as a "unique click-through to an Advertiser").
6.2. The Company will have the right to deny, withhold payment to the Affiliate, and/or terminate the Affiliate's participation in the Program and this Agreement if the Company concludes that the Affiliate has directly or indirectly engaged in, or encouraged fraudulent or misleading activity.
6.3. The Company will have the right, in its sole and exclusive discretion, to determine objectively what constitutes fraudulent or misleading activity and whether the conduct of the Affiliate, directly or indirectly constituted and/or encouraged fraudulent or misleading activity. The Company's determination that fraudulent or misleading activity has or is occurring will be conclusive as to that issue.
6.4. For the effects of Clause 6.3 above fraudulent or misleading activity includes, but is not limited to, suspected foul play, incentive based purchases, generation of traffic through unauthorised sources, any form of spamming and the use of illegal or prohibited content by the Affiliate.
6.6. Affiliate accounts with extremely low traffic quality may find their pending payouts temporarily frozen in order to clarify the referred members' behavioral factors and productivity trends. Depending on the upcoming efficiency trends, the Affiliate will either get their balance unfrozen or the account will be moved to the RevShare program, which includes balance recalculation according to the Terms of the RevShare program.
6.7. The Affiliate hereby expressly acknowledges and accepts that any typo squatting and cybersquatting or related activities are prohibited and that the referral fee will not be paid for any persons referred to Company's Services by way of typo squatting or cybersquatting or similar prohibited activities. The typo squatting and cybersquatting activities for the purpose of this Agreement will include, but will not be limited to, using domain names which are similar to the Company Websites’ domain names with only typographical errors or any other practices aimed at referencing persons to the Company Websites without any marketing activities but only by squatting domain names that are similar to the Company's Services domain names.
6.8. Commissions from sales generated by the use of official site brand name and misspellings thereof in terms of Pay-Per-Click campaigns (including, but not limited to, Google AdWords and Yahoo Search Marketing) will not be credited to the Affiliate. This includes keywords appearing in the ad text and keywords used as a 'trigger' to display the Affiliate ads.
6.9. Any attempt at using official sites' brand names, trademarks, and/or any other reference to the Company's Services, including misspellings thereof, as displayed keywords, URL's, 'triggers', etc. to display an advertisement with the intent of promoting a competing product or website will be considered as unfair trade and marketing practice and will be prosecuted to the fullest extent allowed by law.
6.10. The referral fees will be payable in an internal currency called coins, which can be withdrawn. Current exchange rate is 1 U.S. Dollar for 6000 coins. Company has the right to change the exchange rate without prior notice.
6.11. The referral fees payable as part of the Program will be listed as follows:
6.11.1. Standard commission options are available as follows:
- Up to 30% commissions;
- 10% referral program;
- Affiliates are not allowed to register a secondary account under their own referral link as it will lead to an artificial and unfounded increase of earnings. Accounts violating this Agreement will be terminated;
- The Company offers several billing options on its Websites in order to satisfy the members' needs regarding the type of payment method, currency, and geographic location. Some of the billing options provide a lower profit performance when compared to the standard. The Company reserves the right to adjust Affiliate payouts based on lower than average profit performance from the referred sales.
6.11.2. The payout periods for affiliate commissions are as follows:
- Payments are made by a request from the Affiliate through the form at the Company's Services. The payment process usually takes no more than 10 working days. However if the withdraw requires an additional review, the payment process may prolong up to 30 working days.
6.12. The Affiliate acknowledges and agrees that coins expire 6 months after being earned.
6.13. The Company reserves the right, in its sole and exclusive discretion, at any time, to alter or modify the Program (including, for example, but not limited to, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules) in order to improve the Program’s effectiveness.
6.14. All changes will be duly posted or published on company's website and will from then be immediately binding for all participants, unless the Affiliate would terminate this Agreement upon receipt of such changes.
6.15. In case the Affiliate disagrees with a change to the terms of this Agreement made by the Company, the Affiliate may terminate the present Agreement in compliance with the provisions set forth in Clause 9, being immediately excluded from the Program.
6.16. The continued participation of the Affiliate in the Program following the posting of a change notice or new agreement by the Company on the referred link will constitute a binding acceptance of the said change(s).
6.17. In case of any queries, the Affiliate may contact the Company directly at the following e-mail address: [email protected]
6.18. The Affiliate acknowledges and agrees that he/she is responsible for immediate removal of the infringement content on its and/or affiliated website(s) that violates copyrights of Family Train Inc. upon the first demand of the representative of latter, it’s agent and/or lawyer.
6.19. The Affiliate additionally acknowledges that violation of the terms set forth in Clause 6.17. above the Company may unilaterally terminate the Agreement with the Affiliate, suspend any pending or future payments, revenues and/or benefits, and/or waive any of above, claim the compensation of the damage caused by the infringement of copyrights of Family Train Inc.
7. Limited Liability Of The Company
7.1. Under no circumstances will the Company, its employees, independent contractors, authors, agents, representatives, assignees, and successors will be, to the extent permitted by law, liable to the Affiliate, or any other person or entity, for any direct or indirect losses, injuries, or incidental or consequential damages of any kind (including, without limitation, damages for loss of business profits, business interruption, loss of business information, other incidental or consequential damages, or any other pecuniary loss) with regard to any link to any of the Company's Website, or arising from or in connection with the use of the Program materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of the Company' services, content or Program materials, including, without limitation, any losses due to server problems or due to incorrect placement of HTML or other programming languages.
7.2. Notwithstanding the foregoing express limitations of liability, should the Company, its officers, employees, successors, or assignees be held liable for damages, injuries, or losses of any kind, directly or indirectly resulting from participation in the Program, the aggregate liability arising with respect to and under this Agreement and the Program for any and all claims, injuries, damages, or losses will not exceed the total amount of referral fees paid or payable to the Affiliate under this Agreement.
8.1. The Company will not monitor, supervise, or review, and will not be, to the extent permitted by law, responsible for any content appearing or otherwise distributed on, in or in association with the Affiliate's website(s), except for content which is supplied to the Affiliate by the Company, provided that the said content supplied to the Affiliate by the Company has not been altered or modified by the Affiliate or by any other party, except for when otherwise agreed by the parties in writing.
8.2. The latter provision will not be applicable to the White Label sites developed, maintained, or hosted by the Company.
8.3. The Company reserves the right to send promotional e-mails to the members/subscribers of the Affiliate about any website operated by the Company.
9. Duration And Termination Of The Agreement
9.1. This Agreement will enter into force on the date on which the Affiliate creates an account at the Company's Services. The Agreement will end when terminated by either party in compliance with the provisions herein.
9.2. The Affiliate will remain a Program participant in good standing at all times, since and as long as the Affiliate is receiving benefits or is otherwise participating in the Program.
9.3. The Affiliate will cease to be a participant in good standing and will be subject to immediate termination of all benefits without prior notice if there is a failure to perform under or breach of any part of this Agreement, including, without limitation, giving out false information or failing to report adequately on its promoting activities upon the Company's request.
9.4. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written (or in electronic form) notice of termination.
9.5. The Affiliate will not be entitled to receive any commissions and/or referral fees for any "referrals" delivered or received by the Company after the date and time of termination.
9.6. Upon termination of this Agreement, the Affiliate will immediately cease using the Company's materials, which is or not protected by any intellectual property rights, including, without limitation, trademarks, logos, promotional banners, hypertext links, and other promotional materials of the Company, and will remove any materials supplied to the Affiliate by the Company, and/or referring to the Company, including, without limitation, any banner ads, from the Affiliate's website(s).
9.7. All of the Affiliate's warranties, indemnities and obligations, which by their nature are designed to survive to the termination of this Agreement, will extend beyond the termination of this Agreement.
10.1. All promises, obligations, duties and warranties made by the Affiliate in this Agreement are personal to the Affiliate and neither these promises, obligations, duties and warranties, nor any benefits hereunder may be assigned by the Affiliate to any other person or entity.
10.2. The Company may at any time and without limitation, freely assign all or part of its duties, obligations and benefits hereunder. The Affiliate duly acknowledges and accepts this assignment upon communication by the Company.
11.1. This Agreement constitutes the entire agreement between the Affiliate and the Company with respect to the subject matter hereof, and supersedes and/or cancels all other prior agreements, discussion, or representations, whether written or oral.
11.2. The Parties hereby declare and agree that the provisions of this Agreement may be superseded by specific Promotions launched by the Company and accepted by the Affiliate, if expressly stated, binding the parties until the term of the Promotion.
11.3. Any future representations made by the Company or any of its agents or representatives will not supersede the provisions stated in the present Agreement, unless submitted in writing as an express amendment of the Agreement and if accepted (including any tacit acceptance when continuing the contractual relationships with the Company upon the receipt of such express amendment) by the Affiliate.
11.4. The failure of the Company to enforce any of the specific provisions of this Agreement will neither preclude any other or further enforcement of such provision(s), nor the exercise of any other right hereunder.
12. Data Protection
12.1. The Affiliate authorises the Company to process technical data related to the redirection of persons to the Company's Services through the use of links displayed on the Affiliate's website(s) and to process the Affiliate or its employees' personal data provided by the Affiliate or collected during the registration process of the Affiliate, during the period of this Agreement and, after termination of this Agreement, during the period necessary for the Company to comply with legal requirements.
12.2. The Affiliate agrees and allows the Company to collect, process, and transfer to its processors, the following types of data/information related to the Affiliate:
12.2.1. Information that the Affiliate voluntarily provides to the Company through the Company's Services;
12.2.2. Software and hardware attributes, along with any other data that can be gained from the general Internet environment, such as browser type, IP address, etc.;
12.2.3. Private communications, such as telephone conversations, chat logs, faxes, and letters to the Company's staff, along with chat and e-mail messages to the Company's staff. The Company keeps chat logs for a limited period of time.
12.3. The Company will use personal data of the Affiliate for mainly general purposes, such as accounting and management of suppliers, contacting the Affiliate, customising the Program materials, and for promotional marketing purposes, to the extent allowed by law.
12.4. The Company shall not be liable for damages caused to the temporary unavailability of services related to technical problems (such as: work on improvement of server and software, hacker attacks, a problem of the data center, routing, etc.).
12.5. The Company is not responsible for damages and/or loss of the content resulting from the hacker attacks any other attacks and unlawful acts directed against company's website or/and affiliated websites, and/or the Company.
12.6. The Affiliate undertakes to receive all necessary consents and agreements from the data subjects that are redirected from Affiliate's websites to the Company's Services.
12.7. The Affiliate acknowledges and agrees that a) the European Data Protection Legislation will apply to the processing of Affiliate Personal Data if the Affiliate’s residence is within the territory of the EEA; b) the Non-European Data Protection Legislation will apply to the processing of Affiliate Personal Data if the Affiliate’s residence is in Non-European territory.
13. Applicable Law And Jurisdiction
13.1. The parties will irrevocably submit to the exclusive jurisdiction of the courts of the British Virgin Islands, for the purposes of hearing and determining any dispute arising out of this Agreement.
13.2. This Agreement and all matters arising from it and any dispute resolutions referred to above will be governed by and construed in accordance with the laws of British Virgin Islands notwithstanding conflict of law provisions and other mandatory legal provisions.
14. Company Details
Family Train Inc. First Floor, Mandar House, Johnson's Ghut, P. O. Box 3257, Road Town, Tortola, British Virgin Islands
Date of publication of this edition of the Rules: 19th day of July, 2019