Terms and Conditions
This is a legal agreement between you (the "Affiliate") and Innovative Mobile Solutions Limited ("Mobile Solutions Ltd"), a private limited company registered in Ireland under number 528225, with its registered office at RBK House - Irishtown - Athlone - Co. Westmeath - Ireland.
By clicking on the "SIGNUP/REGISTER" button on the sign-up page you confirm that you have read and understood the terms and conditions of this agreement ("T&C") and that you accept and agree to be bound to each and every term and condition of these T&C.
You should save these T&C on a permanent data carrier for later inspection.
1. Affiliate Agreement
1.1 Upon acceptance by Affiliate of these T&C and Affiliate's continued compliance herewith, Affiliate shall be allowed to participate in the Mobile Solutions Ltd Affiliate Program wherein Mobile Solutions Ltd shall provide to Affiliate a limited license to use certain intellectual property of Mobile Solutions Ltd and its licensors ("Mobile Solutions Ltd's Proprietary Content") on Affiliate's website(s) solely for the limited purposes of marketing and promoting Mobile Solutions Ltd's products and services. As consideration for any traffic directed by Affiliate to Mobile Solutions Ltd through Affiliate's marketing and promotional efforts and that converts into sales, Mobile Solutions Ltd shall pay to Affiliate a commission, as set forth in Clause 3 below.
1.2 The fact that Mobile Solutions Ltd auto-approves sign-ups does not imply that Mobile Solutions Ltd may not re-evaluate your sign-up at a later time. Mobile Solutions Ltd may reject your sign-up at its sole discretion. In particular Mobile Solutions Ltd may cancel your sign-up if Mobile Solutions Ltd determines that your website is unsuitable for the Mobile Solutions Ltd Affiliate Program, including but not limited to your website:
- promoting violence;
- promoting discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- promoting illegal activities;
- incorporating any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
- otherwise being in any way unlawful, harmful, threatening, defamatory, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;f. containing software downloads that potentially enable diversions of commission from other affiliates in the Mobile Solutions Ltd Program.
1.3 You may not create or design your website(s), explicitly or implied in a manner which resembles Mobile Solutions Ltd's website nor design your website(s) in a manner which leads customers to believe you are Mobile Solutions Ltd or any other affiliated business.
1.4 Mobile Solutions Ltd is at any time at its sole discretion entitled to modify any of the terms and conditions in these T&C. In such event, you will be notified by email or by a notification in the admin interface. Modifications may include, but are not limited to, changes in the payment procedures and the Mobile Solutions Ltd Affiliate Program rules. If any modification is unacceptable to you, your only option is to terminate this agreement. Your continued participation in Mobile Solutions Ltd's Affiliate Program following the posting of the change notice or new T&C on Mobile Solutions Ltd's website will indicate your agreement to the changes.
1.5 Mobile Solutions Ltd is entitled, in its sole and absolute discretion, to terminate the Mobile Solutions Ltd Affiliate Program at any time with or without cause.
2. Rights Granted to Affiliate
2.1 Mobile Solutions Ltd grants to Affiliate a non-exclusive, non-transferable, revocable right to (i) access Mobile Solutions Ltd's website through HTML links solely in accordance with the terms of these T&C and (ii) solely in connection with such links, to use Mobile Solutions Ltd's logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that Mobile Solutions Ltd provides to you or authorize for such purpose. You agree that all uses of the Licensed Materials will be on behalf of Mobile Solutions Ltd and the goodwill associated therewith will inure to the sole benefit of Mobile Solutions Ltd.
2.2 Affiliate agrees not to use Mobile Solutions Ltd's Proprietary Content and the Licensed Materials in any manner that is disparaging, misleading, or that otherwise portrays Mobile Solutions Ltd in a negative light or may cause damage to Mobile Solutions Ltd and its reputation.
2.3 Mobile Solutions Ltd and its licensors own and retain all intellectual property and other rights, title and interest in and to Mobile Solutions Ltd's Proprietary Content and the Licensed Materials. Upon termination of Affiliate's participation in the Mobile Solutions Ltd Affiliate Program and/or termination of this Agreement, the grant of right and license set forth herein, shall cease and terminate, and Affiliate's right to use Mobile Solutions Ltd's Proprietary Content and the Licensed Materials shall immediately cease.
2.4 Affiliate is not authorized and shall not change any of Mobile Solutions Ltd's Proprietary Content or the Licensed Materials except with Mobile Solutions Ltd's explicit permission, and Affiliate acknowledges and agrees that any such change without Mobile Solutions Ltd's explicit permission will be a material breach of these T&C and may result in your account being terminated and all money due forfeited.
3.1 Mobile Solutions Ltd will pay Affiliate a commission for sales of Mobile Solutions Ltd's products and services generated from a banner or link posted on Affiliate's websites. The commission will be paid on a CPA basis, at the rate provided in the applicable Offer, net of any payment processing fees and costs, chargebacks, refunds, fines, taxes, levies and charges. For the purpose of these T&C, the term "Offer" means the information provided, in relation to a particular product or service, in the "Offers" section of the Affiliate’s admin panel. Offers are not offers in the legal sense of the term and they may be amended or terminated by Mobile Solutions Ltd at any time and without notice, irrespective of Clause 13.1.
3.2 Affiliates need to reach a minimum of 100€ in order to generate a payout. All payments are made monthly on NET30 by wire transfer. Any fees resulting from the payment method selected shall be borne by Affiliate and if applicable deducted from Affiliate's account.
3.3 Affiliate is not entitled to a commission for any sale in violation of these T&C.
3.4 Mobile Solutions Ltd has the right to deny or withhold payment from Affiliate, and to terminate Affiliate from the Mobile Solutions Ltd Affiliate Program, if there is an abnormal number of chargebacks or refunds for products and services through Affiliate's websites. Mobile Solutions Ltd shall determine, in its sole and absolute judgment, what constitutes an abnormal number of chargebacks or refunds.
4.1 Mobile Solutions Ltd and Affiliate shall each bear their own taxes in relation to their revenues in relation to the Mobile Solutions Ltd Affiliate Program. Stamp duties, transfer taxes and other transactional taxes shall be borne by Affiliate. All payments made by Mobile Solutions Ltd shall be made gross of any tax, unless there is a statutory obligation for Mobile Solutions Ltd to withhold or deduct any tax. If applicable law requires Mobile Solutions Ltd to make any such deduction or withholding, Mobile Solutions Ltd shall pay such additional amounts as may be necessary to ensure that Affiliate receives a net sum equal to the sum which Affiliate would have received had such deduction or withholding not been required. If a tax treaty requires the provision of documents or any other formality by Affiliate, Affiliate shall immediately inform Mobile Solutions Ltd thereof and shall use its best efforts to comply with the applicable requirements. Affiliate shall inform Mobile Solutions Ltd forthwith of any relevant enquiry, audit or announcement for tax purposes. Affiliate shall refrain, except to the extent legally required, from providing any information or documentation to tax authorities that could potentially harm Mobile Solutions Ltd's position. If Affiliate is required to provide such information or documentation, it shall consult with Mobile Solutions Ltd and if reasonably possible take account of its comments and suggestions.
5.1 Mobile Solutions Ltd has the right but not the duty to monitor Affiliate's website at any time to determine whether the Affiliate is complying with these T&S. Mobile Solutions Ltd may notify the Affiliate of any changes to Affiliate's website that Mobile Solutions Ltd feels should be made, or to make sure that Affiliate's links to Mobile Solutions Ltd's website are appropriate and to notify further Affiliate of any changes that Mobile Solutions Ltd feels should be made. If Affiliate does not make the changes to its website that Mobile Solutions Ltd considers necessary, Mobile Solutions Ltd reserves the right to terminate this agreement and Affiliate's participation to the Mobile Solutions Ltd Affiliate Program.
5.2 Notwithstanding Clause 5.1, Affiliate remains solely responsible for the content on Affiliate's websites and the compliance thereof to applicable law.
5.3 Mobile Solutions Ltd reserves the right to terminate this agreement and Affiliate's participation in the Mobile Solutions Ltd Affiliate Program immediately and without notice to Affiliate should Affiliate commit or otherwise be engaged in any fraudulent or criminal activity or should Affiliate abuse the Mobile Solutions Ltd Affiliate Program in any way. If such fraud, crime or abuse is detected, Mobile Solutions Ltd shall not be liable to Affiliate for any commissions for such fraudulent sales.
6. Affiliate's Representations and Warranties
6.1 Affiliate hereby represents and warrants each of the following:
- that if Affiliate is an individual person, he/she is over the age of eighteen (18) years and of legal age in the country of the Affiliate's domicile;
- that if Affiliate is an entity (i.e. a corporation, limited liability company, et cetera) that all individuals employed or associated with Affiliate in any way are over the age of eighteen (18) years and of legal age in the country of Affiliate;
- that the individual who signs-up to the Mobile Solutions Ltd Affiliate Program and accepts this agreement on behalf of Affiliate has full, lawful power and authority to enter into and to carry out the terms of this agreement.
- that Affiliate shall not use or employ any form of mass unsolicited electronic mailings, newsgroup postings, IRC postings, adware, spyware, malware marketing or any other form of "spamming" as a means of promoting Affiliate's website(s) or for the purpose of generating traffic and sales to or for Affiliate's website(s).
- that all content displayed on any Affiliate's website(s) containing Mobile Solutions Ltd's Proprietary Content and Licensed Materials complies with all local laws.
7. Term and Termination
7.1 This agreement is not for any specific term or duration of time. Mobile Solutions Ltd and Affiliate may terminate this agreement and Affiliate's participation to the Mobile Solutions Ltd Affiliate Program at any time, for any reason or for no reason.
7.2 In the event this agreement is terminated, Affiliate shall be entitled to any unpaid commissions or bonus earned prior to the date and hour of termination. Affiliate shall not be entitled to receive any commissions or bonus for any sales after the date and time of termination.
7.3 If Mobile Solutions Ltd terminates this agreement due to Affiliate's breach of any provision of these T&C, Mobile Solutions Ltd is entitled to definitively withhold any amounts then due and owing to Affiliate.
8. No Partnership or Joint Venture
8.1 Nothing contained in these T&C shall create or be deemed to create a partnership, joint venture or other business combination or venture of any kind between Affiliate and Mobile Solutions Ltd, its subsidiaries, affiliated entities, successors or assigns, nor shall any term contained in these T&C constitute or create any agency or employment relationship between Affiliate and Mobile Solutions Ltd, its subsidiaries, affiliated entities, successors or assigns.
9.1 Mobile Solutions Ltd makes no express or implied representations or warranties of any 4 kind with respect to Mobile Solutions Ltd's Proprietary Content or the Licensed Materials or other content and materials provided by, through or in association with the Mobile Solutions Ltd Affiliate Program, and all content and materials are provided to Affiliate "as is", and use of these content and materials is solely at Affiliate's risk.
9.2 Mobile Solutions Ltd cannot guarantee or promise Affiliate any level of success or profitability due to Affiliate's participation in the Mobile Solutions Ltd Affiliate Program. Affiliate has unilaterally entered into an Internet service business and all risk of loss, cost and expense of Affiliate doing business shall be borne solely by Affiliate.
10. Limitation of Liability
10.1 Mobile Solutions Ltd, its subsidiaries, affiliated entities, employees, independent contractors, agents, representatives, assigns and successors shall not be liable to Affiliate, or any other person or entity, for any direct or indirect losses, injuries or incidental, consequential or other damages (including, without limitation, damages for loss of profits, business interruption, loss of information, loss of opportunity, or other incidental or consequential damages or any other pecuniary loss) with regard to any use of the Mobile Solutions Ltd website, or arising from or in connection with these T&C or the use of Mobile Solutions Ltd's Proprietary Content or the Licensed Materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Mobile Solutions Ltd's services, Mobile Solutions Ltd's Proprietary Content or the Licensed Materials or other content or materials, including without limitation any losses due to server problems or due to incorrect placement of HTML.
10.2 If notwithstanding the provisions of Clause 10.1 Mobile Solutions Ltd is held liable under any applicable law, Mobile Solutions Ltd's liability will in all instances be limited to what it can recover under any applicable insurance, or in the absence of insurance coverage, to at maximum € 25.000.
11.1 Affiliate shall indemnify and hold Mobile Solutions Ltd, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors and any successor-in-interest or assign (the "Indemnified Parties") harmless from any breach of this agreement by Affiliate, including any use of Mobile Solutions Ltd's Proprietary Content and the Licensed Materials other than as expressly authorized in these T&C. Affiliate agrees that the Indemnified Parties shall have no liability in connection with any such breach or unauthorized use, and Affiliate agrees to indemnify for any resulting loss, damage, judgment, award, cost, expense, and reasonable attorneys' fees of the Indemnified Parties. Affiliate shall also indemnify and hold the Indemnified Parties harmless from and against any and all claims brought by third parties arising out of Affiliate's use of the information accessed from an Mobile Solutions Ltd website.
12.1 All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this agreement which is marked "Confidential" or of which the other party reasonably should understand that it is confidential to the disclosing party will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
13.1 Notices from Mobile Solutions Ltd to Affiliates may be given by means of electronic messages to the email address on file for Affiliate, by general posting on the Mobile Solutions Ltd website, or by conventional mail. Communications from Affiliate to Mobile Solutions Ltd may be made by email or conventional mail, unless otherwise specified in these T&C. All notices to Mobile Solutions Ltd sent by email shall be to firstname.lastname@example.org.
14.1 Affiliate may not assign its rights or obligations under this agreement to any party, except with Mobile Solutions Ltd's explicit prior consent.
14.2 Mobile Solutions Ltd may, at any time, in its sole discretion and without prior notice to Affiliate, transfer or assign this agreement to an affiliated or non-affiliated person or entity.
14.3 If any provision of this agreement is held to be invalid or unenforceable, in any respect, such invalidity or unenforceability shall not affect or impair the validity or enforceability of the remaining provisions of this agreement, but, to the contrary, this agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.
14.4 This T&C and any changes or modifications thereto by Mobile Solutions Ltd and accepted by Affiliate expresses the entire agreement between the parties regarding Affiliate's participation in the Mobile Solutions Ltd Affiliate Program, superseding and negating any prior or contemporaneous agreements, whether written or oral. There are no representations, agreements, arrangements or undertakings relating to the matters addressed in these T&C which are not fully expressed herein.
14.5 The headings used in these T&C are for convenience only and shall not be construed to give any substantive meaning to the agreement between the parties.
15. Choice of law and Dispute Resolution
15.1 This agreement shall be governed by and construed in accordance with the laws of Ireland, without giving effect to any principles of conflicts of law.
15.2 Affiliate agrees that any claim or dispute Affiliate may have against Mobile Solutions Ltd must be resolved by and submitted to the competent courts in Dublin, Ireland.
15.3 Affiliate agrees that any claim or dispute Mobile Solutions Ltd may have against Affiliate may be submitted by Mobile Solutions Ltd, at its sole discretion, to the competent courts in Dublin, Ireland, or the competent courts of Affiliate's domicile, and Affiliate hereby irrevocable submits to the jurisdiction of these courts.