These terms and conditions (the "Agreement”) govern you (the "Affiliate") and your relations with Plicidus Ltd (“Plicidus”), a company registered at Melpomenis 25, FLat/Office 104, Aglantzia 2102 Nicosia, Cyprus, under the Company Registration Number HE 401933, in connection with the affiliate network (the "Program").
By proceeding with any action on the web-site http://plicidus.com/ the Affiliate hereby agrees to be bound by this Agreement and the Privacy Policy located at http://plicidus.com/ both as may be amended by Plicidus from time to time.
"Client" means a client of Plicidus.
"Offer" means a promotional offer published by Plicidus on the Program Site in any form, setting out an advertising offer on behalf of a Client and containing such additional terms and conditions as the Client and Plicidus, in their discretion, consider necessary, and as further may be amended from time to time.
"Program Site" means the website for the Program operated by Plicidus and located at http://plicidus.com/.
"Sub-Affiliate" means an independent third party contracted by the Affiliate.
Plicidus may permit the Affiliate to participate in the Program, subject to compliance with the terms and conditions in this Agreement and in any policies established by Plicidus, from time to time, and incorporated by reference into this Agreement.
The Affiliate will be issued a unique account ID and password to access the Program Site, neither of which may be used by any person other than the Affiliate.
The Affiliate may engage Sub-Affiliates to distribute Offers in accordance with the Program, provided that:
Any breach by a Sub-Affiliate of the Sub-Affiliate Provisions will be deemed a breach of this Agreement by the Affiliate.
It is expressly agreed that the parties intend by this Agreement to establish a relationship between Plicidus and the Affiliate, but that it is not the intention of either party to undertake a joint venture or to make the Affiliate in any sense an agent, employee, or partner of Plicidus. The parties expressly agree that they are independent contractors, and that this Agreement does not in any way create a partnership in any jurisdiction, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever.
It is further agreed that the Affiliate has no authority to create or assume in Plicidus’ name or on its behalf any obligation, express or implied, or to act or purport to act as its agent or representative for any purpose whatsoever and the Affiliate shall not hold itself out as having any such authority.
Plicidus may, in its sole discretion, confirm or otherwise verify or check, the truthfulness and accuracy of any registration information provided by the Affiliate. If at any time Plicidus, in its sole judgment and discretion, determines the Affiliate's registration information to be misleading, inaccurate or untruthful, Plicidus may restrict, deny or terminate Affiliate's account, Affiliate's access and use of, and/or any benefits derived from Affiliate's participation in the Program; Plicidus Limited may also withhold payment of any commissions and/or other fees that may be or become due or payable to such an Affiliate.
An Affiliate will be solely responsible for the development, operation, and maintenance of the Affiliate website and for all materials that appear on the Affiliate website. Such responsibilities include, but are not limited to, the technical operation of the Affiliate website and all related equipment; creating and posting product reviews, descriptions, and references on the Affiliate website and linking those descriptions to the Program Site; the accuracy and propriety of materials posted on the Affiliate website; and ensuring that materials posted on the Affiliate website do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. Plicidus do not accept any liability and responsibility for such matters.
Other than as provided in this Section, the Affiliate may not sublease, rent, lease, sell, resell, outsource or service any Offer, and any attempt to do so shall be null and void.
Offers will be posted to the Program Site.
Plicidus grants the Affiliate a limited, non-exclusive, non-transferable right to download Offers from the Program Site and to publish the same on the Affiliate's websites and in electronic mail correspondence sent by the Affiliate, all of which must be done in accordance with this Agreement, other Plicidus’ Policies, as amended from time to time, and any additional terms and conditions attached to each of the said Offers.
The Affiliate agrees not to modify, alter, misrepresent or embellish the Offer or any part of the Offer including without limitation any text or images provided by or on behalf of Plicidus or the Client in any way, directly or indirectly, without the express prior written consent of Plicidus.
Plicidus will pay the Affiliate a commission (the "Commission"), calculated in accordance with the payment terms outlined in each Offer posted by Plicidus on the Program Site. Plicidus applies either monthly NET 15 or weekly NET 7 payment plans at its sole discretion, unless mutually agreed otherwise. Notwithstanding of the selected payment method (e.g. paypal, payoneer, webmoney etc.) the Affiliate shall provide Plicidus with their actual bank details.
Commissions will be paid to the Affiliate only following receipt by Plicidus of payment from the Client in respect of such Offer published in the Program online reporting system. Plicidus may, in its sole discretion and from time to time, elect to advance to the Affiliate part or all of the Commissions prior to receipt of payment from the Client, but in no event will Plicidus be obligated to do so.
The Affiliate acknowledges and agrees that payment of Commissions may be delayed where the Affiliate has not provided Plicidus with current particulars in accordance with this Section of this Agreement and that in no case will Plicidus be liable to the Affiliate for any loss, costs or expenses directly or indirectly incurred by the Affiliate as the result of such delay.
Minimum amount that can be paid to the Affiliate in a given billing period must exceed USD 500.00 (Five Hundred US Dollars). Payment in the amount less than US$500.00 is possible in case of termination of the Agreement mutually agreed by the parties or its cancelation that is not related to any breach of contractual provisions or applicable laws by the Affiliate, or upon individual agreement between the parties.
Commissions due and payable by Plicidus to the Affiliate will not accrue any interest.
Payments to the Affiliate in accordance with this Agreement will be based upon the records kept by Plicidus and reported in Plicidus’ online reporting system and audited by the Clients, from time to time.
If Plicidus determines, in its sole discretion, that the Affiliate or Sub-Affiliate has engaged in any activity that Plicidus considers to be fraudulent or which might bring the reputation or standing of Plicidus into disrepute either with the general public or with the Clients or potential Clients of Plicidus, or otherwise that the Affiliate or Sub-Affiliate has engaged in activities which might be considered fraudulent, Plicidus may but will not be obligated to (a) suspend or terminate the Affiliate's membership in the Program, without notice and (b) release to a regulatory body or any governmental authority, information relating to the identity and location of the Affiliate if required to do so in order to comply with existing legislation.
In the event of suspension or termination in accordance with the paragraph above, any Commission due and payable to the Affiliate at the time of suspension or termination will be deemed to be forfeited.
For the purposes of this Agreement, fraudulent activity includes but is in no way limited to:
Plicidus may at any time audit the Affiliate for compliance purposes. An Affiliate agrees to provide Plicidus with any reasonable information necessary to conduct an investigation into Affiliate's compliance with law and this Agreement.
The Affiliate represents and warrants that:
The Affiliate covenants and agrees that:
The Affiliate covenants and agrees to indemnify and save harmless Plicidus, its parent company and their respective shareholders, directors, officers, and employees (collectively, the "Indemnified Group") from and against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, arising out of any breach of this Agreement by the Affiliate or any Sub-Affiliate or the exercise by the Affiliate of any right under this Agreement or any act or omission of the Affiliate, a Sub-Affiliate or anyone for whom the Affiliate is in law responsible, including without limitation any damages, losses, consequential or otherwise, arising in any manner (including those arising from or incidental to any liability or other lawsuit, claim, demand or other action brought) as a consequence of any act or omission of the Affiliate or any person for whom the Affiliate is in law responsible, whether or not the Indemnified Group or any of them are named as a party defendant in any such proceedings and whether or not the Indemnified Group or any of them are alleged to be negligent or otherwise responsible for any damage or injury to persons or property. The obligation of the Affiliate to defend and indemnify as set out in this paragraph will survive termination of this Agreement for any reason and will not be otherwise limited by any other term or condition of this or any Agreement. Plicidus may, at its election in its sole discretion, assume the exclusive defense and control of any matter otherwise subject to indemnification by Affiliate. Plicidus may participate in the defense of all claims as to which it does not assume defense and control, and Affiliate shall not settle any such claim without Plicidus’ prior written consent.
Plicidus or its directors, may, from time to time, disclose to the Affiliate certain information relating to Plicidus’ business or to Plicidus’ Clients, subsidiaries, Affiliates, agents, or employees; business and marketing plans, strategies and methods which may not be standard industry practice or which are not generally known in the industry; or studies, charts, plans, tales or compilations of business and industrial information acquired or prepared by or on behalf of Plicidus (all collectively referred to as the "Confidential Information"). The Affiliate acknowledges that Confidential Information will be provided at the sole discretion of Plicidus, and nothing in this Agreement obligates Plicidus, its directors, agents or employees to disclose or grant to the Affiliate access to any Confidential Information.
Unless expressly authorized in writing by Plicidus Limited, the Affiliate covenants and agrees to use the Confidential Information only for the purposes expressly contemplated in this Agreement; and that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, Sub-Affiliate, agent, or employee of the Affiliate without the prior written consent of Plicidus, which may or may not be granted at the sole discretion of Plicidus.
The Affiliate acknowledges that Plicidus remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. The Affiliate agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of Plicidus.
Upon termination of this Agreement, or otherwise on demand by Plicidus, the Affiliate agrees that it will promptly deliver to Plicidus all notes, data, tapes, reference items, sketches, drawings, memoranda, records, diskettes, electronic communications in any form and any other materials in any way relating to any of the Confidential Information in the possession of the Affiliate or any affiliate, subsidiary, Sub-Affiliate, agent, or employee of the Affiliate.
The Affiliate acknowledges and agrees that:
The Affiliate agrees to indemnify and save harmless Plicidus against any and all loss, costs or expenses, inclusive of court costs and legal fees on a solicitor and own client basis, which Plicidus may incur as the direct or indirect result of any unauthorized disclosure of the Confidential Information by the Affiliate or any person for whom the Affiliate is responsible.
During the term of this Agreement and for a period of six (6) months thereafter, the Affiliate will not seek, in any way, to undermine the goodwill of Plicidus, and in particular, the Affiliate will not, directly or indirectly (1) solicit or entice or attempt to solicit or entice any of the employees of Plicidus to enter into employment service with the Affiliate or a competitor of Plicidus; or (2) directly or indirectly enter into any agreement or contract, written or otherwise, with any Client or otherwise provide services to any third party for the ultimate benefit of a Client which might, in the opinion of Plicidus, compete with any services provided by Plicidus to that Client; or (3) solicit, engage, contract, license, or work with any client whose offer it or any of its Sub-Affiliates marketed hereunder without the prior written approval by an authorized party at Plicidus.
An Affiliate agrees and understands that Plicidus has incurred significant expense forming Plicidus’ Affiliate network and in providing services for the benefit of its Clients, and the Affiliate agrees and understands that in the event of a breach by Affiliate of this section, The Affiliate shall pay Plicidus as liquidated damages an amount equal to Plicidus’ profits for the preceding 6 (six) months generated by the campaigns for such Client. The liquidated damage remedies provided herein in this section shall not preclude Plicidus from seeking injunctive relief.
Plicidus disclaims all warranties, conditions, representations, indemnities and guarantees with respect to any matter, whether express or implied (including without limitation any warranty of profitability, satisfactory quality, merchantability, fitness for any particular purpose, title and non-infringement).
An Affiliate acknowledges and agrees that any determination by Plicidus of whether or not given advertising materials and/or creatives are accurate, appropriate and do not violate any applicable law is based solely on the designation made to Plicidus by the relevant Client and that Plicidus is not responsible for any given Advertising Materials being mis-designed by the relevant Client.
Notwithstanding any other provision of this Agreement, Plicidus additionally disclaims all obligations and liabilities on the part of Plicidus and those for whom it is in law responsible for any damages, including, but not limited to, indirect, special, and consequential damages, attorneys' and experts' fees, and court costs (even if Plicidus has been advised of the possibility of such damages, fees or costs), arising out of or in connection with this Agreement.
In no circumstance will Plicidus be liable to the Affiliate for any consequential, indirect, special, punitive or incidental damages or lost profits of the Affiliate or the Affiliate's successors or assigns (including without limitation claims for loss of goodwill, use of or reliance on the services provided hereunder, stoppage of other work or impairment of other assets) arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. Without limiting the generality of the foregoing, any liability of Plicidus shall be limited to the total amount paid to the Affiliate by Plicidus under this Agreement during the last six (6) billable months preceding the liability. Without limiting the foregoing, Plicidus will not be liable for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, actions or inaction of an Affiliate or third parties, Affiliate's equipment or software and/or any third party equipment or any other condition affecting production or delivery in any manner beyond the control of Plicidus.
Either party may terminate this Agreement, at any time, on a prior forty-eight (48) hours’ notice to the other party. If Plicidus believes the Affiliate has breached this Agreement, it reserves the right to suspend the account of the Affiliate immediately. The account can later be restored if the situation is resolved amicably.
Notwithstanding termination of this Agreement for any reason, the Affiliate covenants and agrees that it will continue to be bound by the terms and conditions related to confidentiality, indemnity, limitation of liability, non-compete and non-solicitation, fraud, representation and warranties, notices, and dispute resolution.
The Agreement shall be entered for an indefinite term, unless terminated by either party.
Plicidus may assign this Agreement without the Affiliate's prior consent. The Affiliate may not assign this Agreement without the express written consent of Plicidus.
Plicidus reserves the right to change, amend or alter this Agreement at any time, for any reason, or for no reason at all, at its sole discretion. The most recent version of this Agreement will be posted on Plicidus website or the Program Site and in the respective section of the Program tracking platform. Although Plicidus may provide a notice of material changes to this Agreement to the Affiliate but it is the Affiliate’s sole responsibility to keep themselves informed of any such changes or amendments.
Any notice or other communication ("Notice") permitted or required by this Agreement will be in writing and given by personal delivery or transmitted by facsimile or electronic mail to the receiving party at the address provided to Plicidus by Affiliate in its account. Any such Notice will be deemed to have been received on the date on which it was transmitted by facsimile or electronic mail or delivered.
No term or condition of this Agreement will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by both parties.
In the event that any term, covenant or condition of this Agreement is declared invalid, illegal or unenforceable by a court having jurisdiction then this Agreement with respect to the remaining terms, covenants or conditions will continue in force.
This Agreement will inure to the benefit of and be binding upon the respective successors, heirs and assigns of both Plicidus and the Affiliate.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement, supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written.
This Agreement shall be governed by, construed and enforced in accordance with the laws of Cyprus; all matters concerning the performance thereof shall be construed, interpreted, applied and governed in all respects in accordance with the laws Cyprus. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved the state courts of the Republic of Cyprus at the place of business of Plicidus.
Plicidus does not guarantee that the Affiliate or any third party will be able to access Plicidus Program Site at any particular time. Plicidus’ services are provided on a “as-is, as available” basis. External factors and/or factors beyond Plicidus’ control might cause service disruptions at times for which Plicidus is not responsible.
