These Affiliate Terms and Conditions ("Terms") shall govern the relationship between Company (as defined below) and any person/entity that has submitted an application for the registration of an affiliate account ("Affiliate") with Company’s affiliate network ("Network"). “Company” shall mean: i) legal entity defined as Affiliate Network in the Insertion Order concluded with the Affiliate, or ii) Aura Management LLC, a limited liability company registered under the laws of Nevis, if no Insertion Order has been signed with the Affiliate, or iii) the partners of Aura Management LLC from time to time, if required for the fulfilment of specific services.
The following definitions shall apply throughout these Terms unless otherwise specified:
These Terms apply to all interactions between the Company and the Affiliate, including but not limited to any IOs. In the event of a conflict between an IO and these Terms, these Terms shall prevail unless expressly agreed otherwise in writing.
If no IO is executed, the Terms shall govern solely based on the Affiliate’s participation in the Network. By applying for or maintaining an Affiliate Account, the Affiliate agrees to comply fully with these Terms.
To apply for an Affiliate Account, the applicant must:
The Company reserves the right to request documentation to verify eligibility at any time.
Applicants must complete the registration form on the Network’s platform, providing accurate and complete information, including:
The Company reserves the right to accept or reject any application at its sole discretion without providing reasons for such decision.
Upon approval of the application, the Company will provide the Affiliate with login credentials to access the Affiliate Account. The Affiliate is solely responsible for maintaining the confidentiality of their login credentials and all activities conducted under their account.
The Company may suspend or terminate an Affiliate Account at any time, with or without notice, for reasons including but not limited to:
The Affiliate must promptly notify the Company of any changes to the information provided during registration. Failure to do so may result in suspension or termination of the Affiliate Account.
The Affiliate agrees to comply with all applicable laws, regulations, and industry standards, including but not limited to those relating to:
The Affiliate must not engage in any activities that the Company, in its sole discretion, deems inappropriate, unethical, or harmful to the Network, including but not limited to:
The Affiliate may only use promotional materials, such as banners, logos, and creatives, provided by the Company through the Network platform. Unauthorized modification or use of these materials outside the Network is strictly prohibited. The Affiliate must ensure that all promotional activities align with the Company's guidelines and applicable laws.
The Affiliate is expected to maintain high ethical and performance standards. This includes ensuring that advertising campaigns align with the terms of any applicable IO and the Company’s policies. The Affiliate must use tracking links and reporting tools provided by the Company accurately and responsibly. Campaigns must target appropriate audiences and comply with all relevant advertising guidelines.
The Company reserves the right to monitor and audit the Affiliate’s activities to ensure compliance with these Terms. The Affiliate must fully cooperate during any such audit, including granting access to records, reports, and data upon request. Failure to cooperate with an audit may result in suspension or termination of the Affiliate Account.
If the Affiliate operates a sub-affiliate network, the Affiliate is fully responsible for ensuring that all sub-affiliates comply with these Terms. Any violations by sub-affiliates will be deemed a breach by the Affiliate, and the Company reserves the right to take appropriate action, including suspension or termination of the Affiliate Account.
The Company agrees to provide the Affiliate with access to its Network, which includes offers, tracking tools, and reporting systems necessary for the Affiliate's participation. The Company will make reasonable efforts to ensure the proper functioning and reliability of the Network, including tracking mechanisms and reporting accuracy.
The Company retains the authority to monitor and review the Affiliate’s activities within the Network to ensure compliance with these Terms. This includes, but is not limited to, monitoring traffic quality, promotional methods, and adherence to campaign-specific guidelines. The Company may suspend or terminate the Affiliate's participation in the Network if the Affiliate violates these Terms or engages in activities that harm the Network's reputation or integrity.
The Company reserves the right to modify or discontinue any offer, campaign, or feature of the Network at its discretion, without prior notice. The Company shall not be liable for any losses incurred by the Affiliate as a result of such modifications or discontinuations.
The Company will process payments to the Affiliate in accordance with the agreed-upon terms, provided the Affiliate meets all conditions for eligibility. However, the Company may withhold or adjust payments in cases of suspected fraud, chargebacks, or discrepancies identified during audits or investigations. Confidentiality of the Affiliate’s information will be maintained by the Company, except as required by law or as necessary to enforce these Terms.
The Company shall compensate the Affiliate based on the cost-per-action ("CPA") model or any other agreed-upon model as outlined in an IO if applicable. Specific payment terms, including rates and qualifying actions, shall be communicated to the Affiliate through the Network platform or the IO.
Payments will be calculated based on the data recorded by the Company’s tracking system, which shall be deemed the definitive source for determining commissions earned. No other tracking mechanism or report shall be accepted as proof of performance unless explicitly authorized in writing by the Company.
Payments will be made according to the payment schedule established by the Company, typically on a monthly basis, unless otherwise specified in the IO. Payments will be made in the currency designated by the Company, and any fees related to currency conversion or payment processing shall be borne by the Affiliate unless stated otherwise.
The Affiliate must provide accurate and complete payment details to the Company, including any necessary tax information, prior to receiving payments. The Company shall not be liable for payment delays or failures resulting from inaccurate or incomplete information provided by the Affiliate.
The Company reserves the right to withhold payments if fraudulent activity, chargebacks, or discrepancies are identified. Additionally, the Company may offset amounts owed by the Affiliate against future payments. Upon termination of these Terms, pending payments will be processed according to the Company’s standard procedures, subject to deductions for any outstanding liabilities, fraud, or unresolved disputes.
The Company retains all rights, title, and interest in its intellectual property, including but not limited to trademarks, trade names, logos, copyrights, software, and promotional materials ("Company Materials"). The Affiliate is granted a limited, non-exclusive, revocable license to use the Company Materials solely for the purpose of fulfilling its obligations under these Terms.
The Affiliate must not modify, adapt, or create derivative works of the Company Materials without prior written consent from the Company. Any unauthorized use, reproduction, or distribution of the Company Materials by the Affiliate shall constitute a material breach of these Terms and may result in termination of the Affiliate’s participation in the Network.
All materials provided by the Affiliate for use within the Network, including advertisements, creatives, or other promotional content, must not infringe upon the intellectual property rights of any third party. The Affiliate agrees to indemnify and hold the Company harmless from any claims, damages, or liabilities arising out of such infringement.
Upon termination of these Terms for any reason, the Affiliate must immediately cease all use of the Company Materials and remove them from all advertising channels, platforms, and storage systems. The Company reserves the right to take legal action in cases of unauthorized retention or continued use of its intellectual property after termination.
The Affiliate acknowledges that during the course of its participation in the Network, it may have access to confidential information belonging to the Company. This information includes, but is not limited to, business strategies, marketing plans, pricing structures, technical data, and any other information designated as confidential ("Confidential Information").
The Affiliate agrees to use Confidential Information solely for the purpose of performing its obligations under these Terms and shall not disclose such information to any third party without the prior written consent of the Company. The Affiliate must exercise reasonable care to protect the confidentiality of such information and prevent its unauthorized use or disclosure.
The obligations of confidentiality shall not apply to information that:
The Company and the Affiliate agree to comply with applicable data protection laws to the extent relevant. The Affiliate warrants that it will handle any personal data obtained through the Network in accordance with applicable legal requirements, ensuring that appropriate measures are in place to safeguard such data.
In the event of termination of these Terms, the Affiliate must immediately return or destroy all Confidential Information in its possession and certify such return or destruction in writing upon the Company’s request.
The Affiliate represents and warrants that:
The Company provides no warranties or guarantees regarding the Network or its performance, including the availability, accuracy, or completeness of tracking, reporting, or other services. The Affiliate acknowledges that the Network and its features are provided "as is" and "as available," without warranties of any kind, whether express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.
The Affiliate agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, or expenses (including reasonable attorney's fees) arising out of or related to:
The indemnification obligations shall survive the termination of these Terms.
To the maximum extent permitted by law, the Company shall not be liable to the Affiliate for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of revenue, profits, business opportunities, or data, arising out of or related to these Terms, the Network, or any associated services, even if the Company has been advised of the possibility of such damages.
The Company’s total aggregate liability to the Affiliate for any claims arising out of or relating to these Terms shall not exceed the total commissions paid to the Affiliate during the three (3) months immediately preceding the event giving rise to the claim.
Nothing in these Terms shall exclude or limit the Company’s liability for:
The Affiliate acknowledges that the limitations and exclusions of liability set forth in these Terms are reasonable and reflect the agreed allocation of risk between the parties.
Either party may terminate these Terms at any time, with or without cause, by providing written notice to the other party.
The Company reserves the right to terminate these Terms or suspend the Affiliate’s participation in the Network immediately, without prior notice, if:
Upon termination of these Terms, the Affiliate must immediately:
Any commissions accrued and payable to the Affiliate prior to the effective date of termination will be paid in accordance with the Company’s standard payment schedule, subject to deductions for any chargebacks, disputes, or other outstanding liabilities. The Company reserves the right to withhold final payments for a reasonable period to ensure compliance with these Terms and to account for any discrepancies.
Provisions of these Terms that by their nature are intended to survive termination, including but not limited to confidentiality, indemnification, and limitation of liability, shall remain in effect following termination.
These Terms shall be governed by and construed in accordance with the laws of Nevis, without regard to its conflict of law principles.
Any dispute, controversy, or claim arising out of or relating to these Terms, including the breach, termination, or validity thereof, shall be finally resolved by arbitration. The arbitration shall be conducted in accordance with the rules of a recognized arbitration institution chosen by the Company.
The arbitration shall take place in Nevis, and the language of the proceedings shall be English. The decision of the arbitrator(s) shall be final and binding on both parties, and judgment upon the award rendered may be entered in any court having jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property rights or Confidential Information.
Each party shall bear its own costs and expenses in connection with the arbitration, except as may be otherwise awarded by the arbitrator(s) in accordance with applicable rules.
These Terms, together with any applicable Insertion Orders, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, understandings, or representations, whether written or oral, relating to such subject matter.
The Company reserves the right to amend these Terms at any time by providing notice to the Affiliate via email or through the Network platform. Continued participation in the Network after such notice constitutes acceptance of the amended Terms.
The Company shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, labor disputes, or disruptions in telecommunications or internet services.
The Affiliate may not assign or transfer its rights or obligations under these Terms without the prior written consent of the Company. The Company may assign or transfer its rights and obligations under these Terms without restriction.
Failure by either party to enforce any provision of these Terms shall not be construed as a waiver of such provision or any other provision of these Terms.
If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
All notices required or permitted under these Terms shall be in writing and sent to the other party at the address provided during registration or as otherwise updated in writing. Notices may be delivered by email, courier, or registered mail and shall be deemed received upon delivery confirmation.