CHIPLEADS OY (Finland) being a network offering CHIPLEADS 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),
CHIPLEADS has offered its service to the Affiliate through www.chipleads.com (the, “Program”, etc.) and Affiliate’s personal account, and you decided to use the Service,
CHIPLEADS and Affiliate hereby agree as follows:
BY CHECKING THE BOX AND CLICKING “I ACCEPT” 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 CHIPLEADS NETWORK AND ARE INCORPORATED AS PART OF THIS CHIPLEADS 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 CHIPLEADS.
1.2. “Affiliate” – means a party that has decided to enter into this Agreement and to assign CHIPLEADS to provide services in accordance with the terms and conditions of this Agreement.
1.3. “Affiliate Account” / “Account” – means the Affiliate’s account at CHIPLEADS web-site www.chipleads.com
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. “CHIPLEADS Affiliate Offer(s) (Offer or Offers)” – means Offers available for Affiliates in the CHIPLEADS affiliate 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. “CHIPLEADS Affiliate Network” – means CHIPLEADS’ network offering the Service to the Affiliate, available at www.chipleads.com
, 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 CHIPLEADS.
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 Chipleads to be incentive, motivated, fraudulent, incomplete, unqualified or a duplicate.
1.10. “Traffic Source” – means/includes/represents/refers to any and/or all websites, 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 CHIPLEADS affiliate 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 CHIPLEADS account at our website and be in compliance with present Agreement (in case of using Self-service) or register as an Affiliate by contacting CHIPLEADS directly (in case you wish to use dedicated campaign Management service) 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 CHIPLEADS’ Affiliate. We may accept or reject your account registration at any time at our sole discretion for any reason. CHIPLEADS reserves the right to add, edit, remove or reclaim any account details (including your submissions) with or without your consent if deemed appropriate at Chipleads sole discretion.
2.3. In order to be eligible to become a CHIPLEADS’ 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 CHIPLEADS 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 CHIPLEADS 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 CHIPLEADS.
In any case where CHIPLEADS identifies multiple account applications or/and registrations or/and openings or/and holdings of an Affiliate through the use of any technology or through other means available for and/or acceptable by CHIPLEADS only, CHIPLEADS 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 CHIPLEADS, 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. CHIPLEADS 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 CHIPLEADS 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. 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 and others;
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 at our sole discretion.
2.7. CHIPLEADS 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 offence 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 CHIPLEADS for and/or in any way that suggests and/or results in 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 CHIPLEADS is not responsible and must not bear any responsibility whatsoever in relation to their use at any time.
2.9. There are the following methods of using the Service available – Self-Service or Management service.
Self-Service assumes that access to the Service shall be provided through Affiliates’ personal account. CHIPLEADS support team may provide assistance upon your request, however, all the actions or modifications made through your account shall be deemed made solely by you.
Management service assumes that assistance of using the Services and Program shall be provided by CHIPLEADS team.
2.10. All support and/or assistance and/or service provided to Affiliate by CHIPLEADS and/or CHIPLEADS team and/or support team and/or any other CHIPLEADS 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 Self-Service or Management 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. CHIPLEADS team does not take into account your personal objectives or financial situation. CHIPLEADS team 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 CHIPLEADS team and/or support team and/or any other CHIPLEADS 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 CHIPLEADS. No communication whatsoever must be reproduced or further distributed without the prior permission of CHIPLEADS.
2.11. In order for any communication between the Affiliate and CHIPLEADS and/or CHIPLEADS team and/or support team and/or any other CHIPLEADS personnel and/or employee to be deemed as information provided by CHIPLEADS as part of the Provision of CHIPLEADS Services to the Affiliate, whether conducted during the Provision of Services themselves and/or during the use of Self Service or Management Service, must be contacted through the authorised channels of CHIPLEADS, namely through the support chat within SSP and through an email registered with CHIPLEADS. Any information provided through any other means of communication must not in any way be considered as information provided by CHIPLEADS team and/or support team and/or any other CHIPLEADS personnel and/or employee as part of the Provision of CHIPLEADS Services to the Affiliate and/or during the use of Self Service or Management Service. CHIPLEADS and Affiliate both consider all such other means of communication as unauthorised channels of communication and agree that CHIPLEADS 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 CHIPLEADS 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. CHIPLEADS 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 CHIPLEADS 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, CHIPLEADS 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 CHIPLEADS.
3.2. CHIPLEADS 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 CHIPLEADS 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 CHIPLEADS 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, CHIPLEADS 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 CHIPLEADS reporting system (stats), available in your personal account. All reported statistics for the purposes of billing and general delivery reporting are based on CHIPLEADS reporting system only.
5.2. In the event that Affiliate believes that there is a discrepancy in CHIPLEADS’ reporting system, Affiliate must provide CHIPLEADS with a reasoned report of such discrepancy within three (3) calendar days from receipt of CHIPLEADS’ reports. Otherwise, CHIPLEADS 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 CHIPLEADS stats and reports shall prevail.
5.3. CHIPLEADS 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. CHIPLEADS offers its Affiliates a wide range of payment methods in order to provide convenient conditions for mutually beneficial cooperation. CHIPLEADS has the following payment terms:
for newly registered Affiliates the very first payout may be proceeded not earlier 14 calendar days from the date of the first impression/advertisement;
the second and the following payouts to be proceeded twice per month with a Hold 7 days, meaning:
on the seventh (7th) day of each month – for the services rendered during the second half of the previous month (from the 16th day until the last day of the previous month) and
on the twenty second (22nd) day of each month – for the services rendered during the first half of the current month (from the 1st day until the 15th day of the current month),
or on other payment terms variations available in Your personal account.
If such a seventh (7th) and/or twenty second (22nd) day of a month is a weekend day (Saturday or Sunday), the payouts are to be proceeded on the following working day.
Minimum payment amounts:
payment service providers – 300 USD;
wire transfers – 1000 USD.
if minimum payment amount is not reached, CHIPLEADS 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, CHIPLEADS 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. CHIPLEADS 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 CHIPLEADS that it has received without any restrictions. You hereby release CHIPLEADS from any claim for Affiliate’s revenue if CHIPLEADS did not receive funds from the advertiser. Affiliate shall hold CHIPLEADS harmless and indemnify it from any claims or liability related to such unpaid revenue.
6.3. CHIPLEADS 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 CHIPLEADS 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 CHIPLEADS income. Affiliate shall indemnify CHIPLEADS against all losses suffered or incurred by the CHIPLEADS 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 CHIPLEADS Affiliate Service.
6.7. Hereby you represent and warrant to provide CHIPLEADS with all the documentation or its equivalents, needed for identification of the parties, ascertainment of the legal fact and fulfilment 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 CHIPLEADS 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), CHIPLEADS 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 CHIPLEADS 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 CHIPLEADS, 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 CHIPLEADS Offers throughout the duration of this Agreement and/or at any time after the termination of this Agreement. Your hereby agree that CHIPLEADS prohibits and forbids at all times your use and placement of its Offers on other CPAaffiliate 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 CHIPLEADS that allows CHIPLEADS to measure Ad performance/Traffic and provide its Service/services (“Site Data”);
If instructed to do so by CHIPLEADS and/or if this Agreement terminates, you will immediately remove and discontinue the use of any Site Data;
You acknowledge that CHIPLEADS 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 CHIPLEADS 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 CHIPLEADS to transfer a request received by CHIPLEADS 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 CHIPLEADS, CHIPLEADS 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. CHIPLEADS 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 CHIPLEADS 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 CHIPLEADS or create the impression that your website/Traffic source is endorsed by CHIPLEADS or is a part of the CHIPLEADS Service, without the prior written permission of CHIPLEADS.
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 CHIPLEADS and relevant Offer.
Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by CHIPLEADS, 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 CHIPLEADS 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 CHIPLEADS 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 CHIPLEADS shall make all determinations about fraudulent activity in its sole discretion.
8.2. If Affiliate is suspected in any fraudulent activity CHIPLEADS 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 CHIPLEADS 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 INTENTING 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 CHIPLEADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CHIPLEADS IS ONLY OFFERING THE SEVICE. THE INFORMATION, OFFERS, ADS, CONTENT AND OTHER CHIPLEADS 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, CHIPLEADS 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 CHIPLEADS, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CHIPLEADS DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SERVICE, NETWORK OR WEBSITE OR PROVIDED BY CHIPLEADS IS ACCURATE, COMPLETE OR CURRENT.
You shall indemnify, defend and hold CHIPLEADS 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. CHIPLEADS may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of CHIPLEADS, 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 Finland.
11.3. Each party irrevocably agrees, for the sole benefit of CHIPLEADS that, subject as provided below, the courts of Finland 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 CHIPLEADS 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 CHIPLEADS 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 CHIPLEADS Affiliate Service for increasing sales through Offers.
13.2. You may not alter, modify, manipulate or create derivative works of CHIPLEADS, CHIPLEADS’ network and Services, Offers, Ads, ad tech, graphics, creative, copy or other materials, program/tools owned by, or licensed to CHIPLEADS 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 CHIPLEADS trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to CHIPLEADS without compensation. All rights not expressly granted in this Agreement are reserved by CHIPLEADS.
13.4. ALL THE PARTIES HEREBY AGREE THAT CHIPLEADS 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. CHIPLEADS 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 CHIPLEADS intellectual property, and will cease representing yourself as a CHIPLEADS 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 three (3) 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. Hereby the Affiliate expressly orders CHIPLEADS to generate and issue the Affiliate’s invoices on behalf of the Affiliate. Prior to making any payment to an Affiliate, CHIPLEADS will generate automatically through the Program the invoice on behalf of such Affiliate. Furthermore, the Affiliate expressly agree that the Program will generate the said invoices based on the stats provided by the CHIPLEADS reporting system and agree that such stats is accurate, fully and legally compliant for the purposes of invoicing and taxation.
17.2. Any Affiliate residing in the European Union who has provided a VAT number expressly warrants that such VAT number is, in its own country, valid for the issuance of VAT-exempt invoices to CHIPLEADS. The Affiliate expressly accepts to be solely liable for any error, direct or indirect loss or damage arising from the inaccuracy or non-compliance of such data or the breach of any of the aforementioned warranties and, accordingly, the Affiliate will hold CHIPLEADS harmless from any of the direct or indirect loss or damages. Affiliate hereby confirms that another VAT invoice won’t be issued.
17.3. Parties hereby agree to notify each other if they:
change their VAT registration number;
cease to be VAT registered;
sell their business, or part of their business;
to notify each other about any changes in their payment details
17.4. Notice given in accordance with the conditions of clause 17.3 is also to be considered as your confirmation to issue self-billing invoices in altered conditions.
17.5. In case there is any claim, administrative proceeding from any authority, dispute or conflict, in any way due to the inaccuracy or non-compliance of such data provided by the Affiliate, CHIPLEADS is expressly authorized to retain any payments due to the Affiliate until such incident has been resolved.
18.1. 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.
18.2. 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.
18.3. 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.
18.4. Affiliate understands and agrees that CHIPLEADS 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 CHIPLEADS 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.
18.5. CHIPLEADS reserves the right to change any terms and conditions of this Agreement at any time, at its own discretion. You may refer to contract revisions in our website – www.chipleads.com
. The terms and conditions of present CHIPLEADS Affiliate Agreement (as published on www.chipleads.com/terms
(the “Terms”) bind the parties from the date signed or the date service is provided and shall apply to each and any services provided by CHIPLEADS. This Agreement shall take precedence over any other terms and conditions issued or stated or referenced to apply relating to the services provided by CHIPLEADS.
18.6. 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.
18.7. No claim for a breach of any representation or warranty by CHIPLEADS 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.
and that it will not have any right or remedy rising out of any representation, warranty or other statement not expressly set out in this Agreement.
18.9. 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, CHIPLEADS reserves the right not to process the complaint, and all the services shall be deemed rendered properly.
18.10. 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.
18.11. You agree on using of any communication method (email message/SMS message/phone) with contact details provided in your personal account.