Calypso Mobi Affiliate Agreement
Calypso Mobi OÜ (the, “Calypso”, “We”, etc.) being a network offering Calypso Affiliate Offers (Offers) to Affiliates globally (the, “Service”), and
You (the, “Affiliate”, “You”, “Yours”, etc.) being the owner/administrator/controlling person of a website/Traffic source or having sufficient authority to enter into present Agreement, who seeks to become an Affiliate and/or to participate in an Offer and use/link/place/display a particular Ad/Advertisement to your website/Traffic source, aiming the successful completion of that particular Offer through the Qualified Action of end user(s),
Calypso has offered its service to the Affiliate through https://calypso.everflowclient.io (the, “Program”, etc.) and Affiliate’s personal account, and you decided to utilise the Service,
Calypso and Affiliate hereby agree as follows:
BY CHECKING THE BOX AND CLICKING “SUBMIT APPLICATION” BUTTON, AS APPLICABLE, AND/OR BY PARTICIPATING IN AN OFFER, OR BY CONTINUING TO PARTICIPATE IN THE SERVICE FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, YOU (A) CONFIRM THAT YOU ARE AWARE AND COMPLY WITH PRESENT AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT; (B) ACCEPT THAT EACH OFFER MAY HAVE ADDITIONAL TERMS AND CONDITIONS ON PAGES WITHIN THE CALYPSO NETWORK AND ARE INCORPORATED AS PART OF THIS CALYPSO AFFILIATE AGREEMENT; (C) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM/SERVICE/OFFERS AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; (D) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT; AND (E) AGREE TO RECEIVE DIRECTLY TO YOUR E-MAIL NEWSLETTERS, TRAFFIC MONETIZATION INSIGHTS, LATEST PROMOTIONS, CASE-STUDIES AND TUTORIALS FROM US.
1.1. “Ad(s) or Advertisement(s)” – means links, graphical, interactive, rich media and video, or other online advertisements, including, without limitation, banners, buttons, towers, skyscrapers, pop-ups, pop-unders and video advertisements or other creative materials or similar generated by advertiser’s web-servers in response to a query from Calypso.
1.2. “Affiliate” – means a party that has decided to enter into this Agreement and to assign Calypso to provide services in accordance with the terms and conditions of this Agreement.
1.3. “Affiliate Account” / “Account” – means the Affiliate’s account at Calypso web-site https://calypso.everflowclient.io
1.4. “Content” – means textual, visual, or aural content that is encountered as part of the Affiliate’s website(s)/Traffic source(s). It may include documents, data, applications, e-services, images, audio and video files, personal web pages, archived e-mail messages, and etc.
1.5. “Calypso Affiliate Offer(s) (Offer or Offers)” – means Offers available for Affiliates in the Calypso network, each Offer includes specifications relating to Ad(s) or Advertisement(s) that are to be used/linked/placed/displayed on the website(s)/Traffic source(s) of Affiliates. Offers are considered to be completed through the Qualified Actions of end user(s).
1.6. “Calypso Network” – means Calypso’s network offering the Service to the Affiliate, available at https://calypso.everflowclient.io, which includes advertisers and Affiliates.
1.7. “Confidential Information” – will include any information, whether provided in writing, orally, visually, electronically or by other means, related to the Service(s) and/or business of a party and is treated as confidential or secret by the party, including but not limited to (i) all information marked as “Confidential,” “Proprietary,” or similar legend by the disclosing party (“Discloser”) when given to the receiving party (“Recipient”); and (ii) information and data provided by the Discloser, which under the circumstances surrounding the disclosure should be reasonably deemed confidential or proprietary.
1.8. “Effective Date” – means the date of adoption of the terms of this Agreement by the Affiliate or in the absence of its signature, the date when the Affiliate set up an Affiliate Account with Calypso.
1.9. “Qualified Action” – means when an individual person (i) accesses Ads used/linked/placed/displayed on Affiliates website(s)/Traffic source(s), (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not generated based on a system of rewards and/or not otherwise considered to be incent, (iv) is not using pre-populated fields (v) completes all of the information required for such action within the time period allowed by Offer(s) and/or fulfils any other action required by a specific Offer and (vi) is not later determined by Calypso to be incentive, motivated, fraudulent, incomplete, unqualified or a duplicate.
1.10. “Traffic Source” – means/includes/represents/refers to any and/or all web sites, doorways, social networks, emails marketing, Traffic sources of the Affiliate and/or any other Traffic source available for the Affiliate in each Offer through the Calypso network for the provision of the services under the terms of this Agreement.
2. The Service
2.1. In order to become an Affiliate, you must first accurately submit an application for Calypso account at our website and be in compliance with present Agreement for acceptance, and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection as Calypso’ Affiliate. We may accept or reject your account registration at any time at our sole discretion for any reason. Calypso reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at Calypso sole discretion.
2.3. In order to be eligible to become a Calypso’s Affiliate, all Traffic source(s)/website(s) where Ads from the Offer are to be placed by the Affiliate, shall meet the following criteria:
Be content-based; and
Shall comply with the applicable legislation and/or regulation and requirements of the Offer.
2.4. Affiliate understands and accepts that Calypso does not allow and prohibits the multiple account opening for each Affiliate. Affiliate agrees not to fill in an account application and/or register as an Affiliate more than one time and/or hold more than one account with Calypso for any reason and/or in order to benefit in any way from any marketing promotional program/project and/or offer available for the Affiliate by Calypso.
In any case where Calypso identifies multiple account applications/registrations/openings/holdings of an Affiliate through the use of any technology or through other means available for and/or acceptable by Calypso only, Calypso may forbid access to and/or suspend and/or ban and/or close any such multi accounts and/or the main account of the Affiliate and/or manage all accounts in such way and/or take any other actions and measures deemed appropriate in the sole discretion of Calypso, regardless of the reason/purpose that such multi account applications/registrations/openings/holdings were created.
If the only and/or any account of the Affiliate is forbidden access to and/or is suspended and/or banned and/or closed for any reason, including but not limited for reasons related to prohibited/non accepted activity, the Affiliate understands and agrees that is not allowed and will not fill in another account application and/or re-register and/or create and/or hold any other new account for the same reason and/or for any other prohibited/non accepted activity.
2.5. Calypso may allow multi account applications/registrations/openings/holdings for an Affiliate if this is specifically and clearly predefined as accepted/permitted in any specific marketing promotional program/project and/or offer and/or in exceptional cases, at any time and for any reason Calypso considers acceptable and solely at its own discretion, if the Affiliate submits such request by sending an email to firstname.lastname@example.org .
2.6. The content of the Affiliate’s Traffic source(s) or its affiliated website(s)/Traffic source(s) must not include nor be based on any inappropriate or illegal content as such and/or on material that infringes the rights of any third party or is in violation of any law, as bound by the law or determined by us in our sole discretion, including but not limited to the following:
pornography, adult or mature content;
illegal activity and/or promotion of illegal activity (i.e. illegal online gambling, how to build a bomb, counterfeiting money, hacking, phreaking, etc);
hate-mongering (i.e. racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.) or otherwise objectionable content;
violence (including gratuitous violence), profanity, obscene or vulgar language and abusive content or content which endorses or threatens physical harm;
illegal substance and/or promotion of illegal substance;
drugs or any related paraphernalia;
adware, malware, viruses, phishing;
no misleading information and/or other materials, providing false info to the user;
purchase of weapons/military equipment;
false or deceptive investment advice, and others;
Intellectual property rights (branch name, trademarks, logo, etc);
Investment, money-making opportunities or advice not permitted under law;
Material that defames, abuses, or threatens physical harm to others;
Software Pirating (e.g., Warez, P2P, Bit torrent, Hotline, etc.);
Hacking or Phreaking;
Any illegal activity whatsoever;
Any spoofing and/or redirecting of the users in an effort to gain traffic; or
Any other inappropriate activity as determined by us in our sole discretion.
2.7. Calypso has the following Non Acceptable Business rules for Affiliates:
Where there are known or perceived links to terrorist organizations, military, arms and/or ammunition manufacture or sales;
Where there is knowledge or suspicion of money laundering or terrorist financing;
Where it is known or there are reasonable grounds for suspicion that a criminal offense has taken place;
Where the Affiliate or any of the Affiliates associated parties are subject to any sanctions measures;
Where the Affiliate is undertaking an activity or trade within, from or into a country where that activity is subject to embargo and/or trade control restrictions;
Producers/Affiliates of racist/pornographic/pressure group material or extreme political propaganda;
Regulated entities that do not have the appropriate licensing;
2.8. Affiliate must not use any tool and/or inventory and/or campaign preferences available for him through Calypso for and/or in any way that suggests and/or results to any misleading and/or fraudulent activity. Affiliate understands and agrees that such tools and/or inventories and/or campaign preferences are only provided to the Affiliate in good faith and that Calypso is not responsible and must not bear any responsibility whatsoever in relation to their use at any time.
2.10. All support and/or assistance and/or service provided to Affiliate by Calypso and/or Calypso officers and/or support team and/or any other Calypso personnel and/or employee is intended to be and must be considered by the Affiliate as mere information. No information and/or support and/or assistance and/or service provided during such Services and/or during the Provision of the Services themselves shall be construed as containing, advice or a recommendation or an offer of or solicitation for any service provided, regardless of the type, kind, form, mean, way in which it is provided. In addition, any past performance described is not a guarantee of or prediction of future performance. Calypso does not take into account your personal objectives or financial situation. Calypso makes no representation and assumes no liability as to the accuracy or completeness of the information provided, nor as to any loss arising from any action based on an assumed recommendation, forecast or other information supplied by any Calypso officers and/or support team and/or any other Calypso personnel and/or employee. All expressions of opinion are subject to change without notice. Any opinions made may be personal to the individual itself and may not reflect the opinions of Calypso. No communication whatsoever must be reproduced or further distributed without the prior permission of Calypso.
2.11. In order for any communication between the Affiliate and Calypso and/or Calypso officers and/or support team and/or any other Calypso personnel and/or employee to be deemed as information provided by Calypso as part of the Provision of Calypso Services to the Affiliate, must be contacted through the authorized channels of Calypso, namely through an email registered with Calypso. Any information provided through any other means of communication must not in any way be considered as information provided by Calypso officers and/or support team and/or any other Calypso personnel and/or employee as part of the Provision of Calypso Services to the Affiliate. Calypso and Affiliate both consider all such other means of communication as unauthorized channels of communication and agree that Calypso shall bear no responsibility whatsoever for any information provided through them.
2.12. You may not transfer your account to anyone without explicit written permission of Calypso and you may not use anyone else’s account or password at any time without the express permission and consent of the holder of that account. Calypso cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
3. Placement of Ads
3.1. Affiliate shall place any Ads of Offers available in Calypso network only on website(s)/Traffic source(s) that meet all the requirements contained in the Offer.
In the case whereby Ads are placed in website(s)/Traffic source(s) that are in breach with the Offer requirements, Calypso reserves the right to withhold payment for a specific and/or all Offers in which Affiliate is participating in and/or submit an immediate legal action against the Affiliate and/or set a monetary fine in the amount based on the damages caused to Calypso.
3.2. Calypso does not check or control the activities or contents at your website(s)/Traffic source(s), but all the services may be rejected and we reserve the right to delete your account, withhold and freeze all fees and remunerations if you engage in fraudulent or illegal activity. Affiliate has the sole responsibility for the development, operation, maintenance and all content of your website(s)/Traffic source(s).
4. Online Reports
4.1. Use of the Service shall be carried out on a monthly basis. For the purpose of present Agreement, a calendar month shall be deemed as a reporting period (“Reporting Period”).
4.2. During the month Affiliate may track online reports within Calypso reporting system in Affiliates’ personal account, which are only estimated numbers subject to being adjusted within up to thirty (30) days after the end of the Reporting Period. In all cases, we will use commercially reasonable methods and practices to, direct and measure traffic. Offers may be adjusted at any time by Calypso team to comply with advertiser´s ad serving stats. At the end of the Reporting Period the reports are frozen and within following sixty (60) days will include the definitive numbers of earnings. For avoidance of doubt, Calypso reporting system (stats) will be prevailing in any case.
5. Affiliate Earnings
5.1. Cost of using Service depends on the amount of Offers completed during the reporting period based on end users Qualified Actions as generated by Calypso reporting system, available in your personal account. All reported statistics for the purposes of billing and general delivery reporting are based on Calypso reporting system only.
5.2. In the event that Affiliate believes that there is a discrepancy in Calypso’s reporting system, Affiliate must provide Calypso with a reasoned report of such discrepancy within three (3) calendar days from receipt of Calypso’s reports. Otherwise, Calypso shall not be liable for such discrepancy, and will calculate earnings on basis of its reporting system. If the parties are unable to reach an agreement regarding the discrepancy, then Calypso stats and reports shall prevail.
5.3. Calypso is entitled to make adjustments in Affiliate’s account in one of the following cases:
To pay promotions and bonuses
Due to technical reasons
Due to Affiliate’s fraudulent activity
On the basis of additional agreements with You
Due to Advertiser’s complaints or refunds
6.1 Calypso offers its Affiliates a wide range of payment methods in order to provide convenient conditions for mutually beneficial cooperation. Calypso has the following payment terms:
Billing type and terms:
Payouts are made weekly for all registered Affiliates.
Payment terms can vary depending on the selected payment method, hold on checking the quality of traffic from the Affiliate, as well as in other cases provided for in this Agreement and at the full decision of Calypso.
Minimum payment amounts:
payment service providers – 500 USD;
wire transfers – 1000 USD.
if minimum payment amount is not reached, Calypso will be adding the sum of Affiliate’s account balance to the next payment(s) until the specified minimum payment amount is reached;
payment service providers – according to the limits set forth in your personal account subject to selected payment method.
If the balance is less the limits above, Calypso will add the amount to the next payment until account balance will reach specified minimum. The specified minimum amounts can be adjusted with agreement of all parties hereto however such payments may be subject to banking and administration fees.
6.2. Calypso acts as a third party for advertisers, therefore Affiliate understands and agrees that payment for Affiliate’s revenue is dependent upon payments from advertisers of the Offer to Calypso that it has received without any restrictions. You hereby release Calypso from any claim for Affiliate’s revenue if Calypso did not receive funds from the advertiser. Affiliate shall hold Calypso harmless and indemnify it from any claims or liability related to such unpaid revenue.
6.3. Calypso provides the ability to perform payments by using payment service providers. Affiliate shall have the right to select any payment service provider available. You agree that Calypso is not responsible for any actions made by the payment service provider including but not limited to any additional transaction fees, banking commissions or currency fees applied to your transaction. All payments shall include the above-mentioned fees and commission, if applicable.
6.4. Affiliate is responsible for all applicable taxes associated with provided Services, other than taxes based on Calypso income. Affiliate shall indemnify Calypso against all losses suffered or incurred by the Calypso arising out of or in connection with any payment made to the Affiliate.
6.5. Affiliate is responsible to supply valid payment details in personal account of our Service, if details are wrong or if the Affiliate change its payment details, it is the Affiliate’s responsibility to notify by mail 14 days before payment due date. Affiliate will bear payments fees if required. In any event, all payments will be made at the payment details specified in your personal account in our Service.
6.6. All payments are processed automatically. We may, in our sole discretion, refuse to process a payment (and may place a payment hold) on any part of your account for any reason, block your account and terminate this Agreement, including if we have a reasonable suspicion that you have breached any clause of this Agreement. We also reserve the right to set-off any amount you owe us, including for breaches of this Agreement. We assume no responsibility for paying any taxes on payments made to you, and you acknowledge and agree that it is your complete and sole responsibility to pay for all taxes as a consequence of your participation in the Program, Offers and Calypso Affiliate Service.
6.7. Hereby you represent and warrant to provide Calypso with all the documentation or its equivalents, needed for identification of the parties, ascertainment of the legal fact and fulfillment of its obligations under this Agreement, within 15 business days from the date of request. In certain cases, we may withhold all payments until we will receive relevant documentation from you.
6.8. You on your own shall ensure the ability to receive payments from Calypso to specified bank account or at relevant payment provider. If the receipt of remuneration or other payment is delayed or failed because of your non-compliance with this clause 6 (including if the failure or delay is caused by a third party payment service provider you are using), Calypso shall not be responsible for violation of terms of payment.
6.9. If you believe that any fault in transaction has taken place, you agree to notify us immediately, and we will make all possible efforts to eliminate delays or errors in payment processing. Unless your claim been submitted within 30 days after the charge, you will have waived, to the fullest extent permitted by law, all claims against Calypso related to the transaction. If you experience a technical failure or interruption of services that causes your funding transaction to fail, you may request that your transaction be completed at a later time.
6.10. By entering into this Agreement, you agree to receive Affiliate’s revenue as from Calypso, or from its affiliates, subsidiaries, agents, sub-contractors or distributors.
7. Representations, Warranties and Covenants
You represent, warrant and covenant that: your website(s)/Traffic source(s) is in compliance with all applicable laws and terms and conditions of present Agreement, and does not contain or promote, nor links to another website/Traffic source that contains, libelous, defamatory, abusive, violent, prejudicial, obscene, infringing, sexually explicit or illegal content, including copyright ownership infringements and unlawful use of intellectual property;
You agree not to promote via website(s)/Traffic source(s) or link to website(s)/Traffic source(s) containing any pornographic, racial, ethnic, political, software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;
You agree not to engage in any illegal activity, in accordance with applicable law, whatsoever, is not allowed;
You represent and warrant that you own or have legal rights to participate in Offers and/or use and distribute all Ads, content, links, copyrighted material, trademarked materials, products, and services displayed on your website(s)/Traffic source(s); you agree not to deceit/use to deceit when marketing advertiser’s offers/Ads or presenting these offers/Ads to consumers; you have the right, power, and authority to enter into this Agreement and grant the rights specified herein;
You will not, in any way, re-broker any Calypso Offers throughout the duration of this Agreement and/or at any time after the termination of this Agreement. Your hereby agree that Calypso prohibits and forbids at all times your use and placement of its Offers on other CPA affiliate networks through/in any way;
You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Service, Ads, network, tags, source codes, links, pixels, modules or other data provided by or obtained from Calypso that allows Calypso to measure Ad performance/Traffic and provide its Service/services (“Site Data”);
If instructed to do so by Calypso and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Site Data;
You acknowledge that Calypso does not represent, warrant, or make any specific or implied promises as to the successful use of Service;
You agree to promote the Ads strictly as it required in Offer available in the Program and Calypso Network;
If you are notified that fraudulent activities may be occurring on your website(s)/Traffic source(s), and you do not take any actions to stop the fraudulent activities, then you are responsible for all associated costs and legal fees resulting in these fraudulent activities;
You represent, warrant and covenant that you will not take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large loan on our technology infrastructure or otherwise make excessive demands on it;
You may not disable, circumvent or otherwise interfere with security related features of our Service or features that prevent or restrict use or copying of any part of our Service, or which enforce limitations on the use of our Service;
Hereby You irrevocably authorize Calypso to transfer a request received by Calypso to provide information for the payment directly to your financial institution available;
You represent, warrant and covenant that your website/Traffic source does not contain any sexual or erotic material that depicts persons under the age of eighteen (18) or in a manner that suggests that they are under the age of eighteen (18);
If any errors or undesirable results occur due to no fault of Calypso, Calypso shall not be responsible for losses and you may not be compensated;
Affiliate undertakes to ensure that its technical preferences/technical platform supports the traffic directed to Ads of Offers through our Service. Calypso takes no responsibility for all the consequences in the event your technical preferences/technical platform cannot support the traffic directed to your website(s)/Traffic sources(s). You shall test your website/Traffic source to insure its correct appearance in different web browsers, devices or systems and optimize it if necessary.
You must not make any representations, warranties or other statements concerning Calypso or advertisers or any of their respective products or services, except as expressly authorized herein.
You must make sure that your website/Traffic source does not copy or resemble the look and feel of Calypso or create the impression that your website/Traffic source is endorsed by Calypso or is a part of the Calypso Service, without the prior written permission of Calypso.
You must comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your website(s)/Traffic source(s) or your use of the Service.
You must comply with all the terms, conditions, guidelines and policies of Calypso and relevant Offer.
Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Calypso, or as required by applicable laws regarding such Offers.
You acknowledge that every case of violation of the terms of this Agreement will lead to material and business standing losses of Calypso in the amount of at least US $ 1,000. Therefore, we reserve the right to recover damages caused in the specified amount, or the amount of actually incurred losses, in the event of your breach of contract. Such losses may be deducted from the balance of your personal account in the Service.
8. Fraudulent Activity
8.1. YOU SHALL NOT CHEAT, DEFRAUD OR MISLEAD US, OR ATTEMPT TO CHEAT, DEFRAUD OR MISLEAD US, IN ANY MANNER.
You are expressly prohibited from using any means, program, tools, devices or arrangements and/or the Services provided to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with the Services or generating of remuneration or exceed your permitted access to Calypso Service. You are forbidden from using any preference/method resulting to the re-direction of the end user to your website(s)/Traffic source(s) when such end user has at least once previously chosen through a certain action to leave your page.
These prohibited activities include but not limited to: framing an ad-banner’s click-through destination, invisible iframe, auto-spawning of browsers, running “spiders”/”bots”, and automatic redirecting of users or any other technique of generating automatic or fraudulent click-through and/or impressions. Ads may not be placed on an automatically reloaded page. In any case Calypso shall make all determinations about fraudulent activity in its sole discretion.
8.2. If Affiliate is suspected in any fraudulent activity Calypso shall have the right to stop your participation in all or any Offers ban Your Affiliate Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation. All Offers/Services carried out on Affiliates website(s)/Traffic source(s) with fraudulent activities are not subject for payment.
9. Limitation of Liability; Disclaimer of Warranty
IN NO EVENT SHALL CALYPSO BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SERVICE, OPERATION OF A PROGRAM CREATIVE/ AD TECH/TOOL, AND/OR OF YOUR PARTICIPATION IN ANY OFFER AND/OR USE/LINK/PLACEMENT/DISPLAY OF ANY AD ON YOUR WEBSITE(S)/TRAFFIC SOURCE(S), AND/OR FROM OUR EFFORT AND/OR OUR ACTIONS INTENDING TO INCREASE THE PERFORMANCE OF YOUR WEBSITE(S)/TRAFFIC SOURCE(S) EITHER TAKEN WITH OR WITHOUT YOUR CONSENT INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF CALYPSO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CALYPSO IS ONLY OFFERING THE SEVICE. THE INFORMATION, OFFERS, ADS, CONTENT AND OTHER CALYPSO SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. YOU USE THE SERVICE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CALYPSO DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SERVICE, THE INFORMATION, OFFERS, ADS AND CONTENT INCLUDED ON THE SERVICE AND PROVIDED BY CALYPSO, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CALYPSO DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SERVICE, NETWORK OR WEBSITE OR PROVIDED BY CALYPSO IS ACCURATE, COMPLETE OR CURRENT.
You shall indemnify, defend and hold Calypso harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys´ fees) which may be incurred by or to the third parties arising out of your: (a) improper use of the Service; (b) improper operation of a Program/Tool/Service; or (c) breach or violation of any clause of this Agreement or other mutual agreement of its parties.
11. Assignment, Governing Law and Jurisdiction
11.1. Calypso may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Calypso, which shall not be unreasonably withheld.
11.2. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of Estonia.
11.3. Each party irrevocably agrees, for the sole benefit of Calypso that, subject as provided below, the courts of Estonia shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation. Nothing in this clause shall limit the right of Calypso to take proceedings against Affiliate in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
13. Intellectual Property Rights
13.1. Hereby we grant you a non-exclusive, non-transferable, revocable right to use Calypso Affiliate Service and to access our network through our website and Service only in accordance with the terms and conditions of this Agreement, and for the sole purpose of identifying your website(s)/Traffic source(s) as a participant in the Calypso Affiliate Service for increasing sales through Offers.
13.2. You may not alter, modify, manipulate or create derivative works of Calypso, Calypso’ network and Services, Offers, Ads, ad tech, graphics, creative, copy or other materials, program/tools owned by, or licensed to Calypso in any way. We may revoke your license anytime by giving you a notice (including via email or in your personal account). Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Calypso trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to Calypso without compensation. All rights not expressly granted in this Agreement are reserved by Calypso.
13.4. ALL THE PARTIES HEREBY AGREE THAT CALYPSO DOES NOT HAVE ANY AUTHORITY OR ABILITY TO CONTROL ADS, CONTENT AT AFFILIATE’S WEBSITE(S)/TRAFFIC SOURCE(S) AND FOR THIS REASON, WE CANNOT BEAR ANY RESPONSIBILITY REGARDING BREACHING OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS.
14.1. This Agreement shall commence upon your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon two (2) business days´ notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party, or the breach of this Agreement by you. Calypso reserves the right, in its sole and absolute discretion, to terminate the services and remove any Offers and/or Ads at any time for any reason. In any case of termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Offers, Ads and all Calypso intellectual property, and will cease representing yourself as a Calypso Affiliate for such one or more Offers.
14.2. This Agreement will be blocked when the Affiliate’s Account has not been in use for more than six (6) months.
You will receive a notification informing you that your account is blocked because of “Inactive account status”. After deactivation, you will have 90 calendar days to restore your account. To do so, you have to login to your account and follow the steps described there. If your account is not reactivated within 90 calendar days it will be deleted without option to restore it.
If your account balance is 0 EUR/USD, the system will automatically block your account, if otherwise do not agreed by the parties. If your account balance is above 0 EUR/USD, the remaining funds will be fully deducted from your account.
15. Force Majeure
Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party. The party referring to such force majeure circumstances shall notify the other party on arising within 3 working days from the date of its occurrence with the relevant evidence.
16.1. Each Party (a “Receiving Party“) understands that the other Party (a “Disclosing Party“) may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, software, specifications, research and development and proprietary algorithms, stats and reports, personal data or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information“).
16.2. The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. Neither party will make any public announcement regarding the existence or content of the Agreement without the other’s prior written approval.
16.3. The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall be done subject to each Party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were Party to this agreement.
16.4. The foregoing obligations under this section 16 shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, a part of the public domain by publication or otherwise; (ii) was already properly and lawfully in the Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a third Party who was under no obligation of confidentiality to the Disclosing Party with respect thereto, or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information or (vi) express written consent has been given prior to disclosure.
16.5. In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.
16.6. Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of such other Party’s Confidential Information, or to certify to the Disclosing Party in writing that all such material has been destroyed, however, destruction is only permitted after Disclosing Party’s prior approval.
17.1. This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants.
17.2. Present Agreement is the principal document in legal relationship of the Parties, and shall be deemed an entire agreement of the Parties. In case of contradictions in using Service or Program, present Agreement shall prevail in any case.
17.3. Each Party is an independent contractor and not a partner, joint venture or employee of the other. All notices shall be sent to the addresses submitted by you when signing up for the Service by certified mail, fax, email or courier.
17.4. Affiliate understands and agrees that Calypso may update/amend and/or change and/or terminate/stop any program/service/Offer/Ad, in any way and for any reason at its own discretion, with a prior twenty four (24) hours’ notice to the Affiliate, except in cases which are considered as of emergency/urgency by Calypso and subject to clause 14.1 hereof, where any and all such updates/amendments and/or changes and/or terminations/stops will take place immediately and at the same time with a notification to be sent to the Affiliate via email or through his/her/its personal account.
17.5. Calypso reserves the right to change any terms and conditions of this Agreement at any time, at its own discretion. The terms and conditions of present Calypso Affiliate Agreement bind the parties from the date signed or the date service is provided and shall apply to each and any services provided by Calypso. This Agreement shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the services provided by Calypso.
17.6. Representations and warranties of Affiliate set forth in this Agreement (in particular, Section 16) hereof shall survive closing for a period of one (1) year from the termination date.
17.7. No claim for a breach of any representation or warranty by Calypso shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed to Affiliate and/or actually known by Affiliate prior to termination.
17.9. All claims related to the use of the Service or Program shall be submitted by the Affiliate within 30 days from the end of the Reporting Period only. In the case of missing the specified term, Calypso reserves the right not to process the complaint, and all the services shall be deemed rendered properly.
17.10. Headings to sections and subsections in this Agreement are for the convenience of the parties only and are not intended to be a part of or affect the meaning or interpretation hereof.
17.11. You agree on using of any communication method (email message/SMS message/phone) with contact details provided in your personal account.
This agreement was last updated on 1.10.2021
PLC Calypso Mobi, Reg.№ 16308289
Estonia, Tallinn, Lasnamae linnaosa, Sepapaja tn 6, 11415
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