Terms and Conditions

Please closely read the following Terms and Conditions which will govern your registration and participation in Vostok Enterprises Ltd.’s (“Company” or “Us”) Sub-Affiliate Program (the "Sub-Affiliate Program" or “Program”). Please note that our Terms and Conditions may be changed at any time. Any changes become effective when posted at Af2Af.com (the "Website").

Definitions - in these Terms and Conditions, the following words shall bear the meanings set forth herein:

Terms and Conditions of Use

These Terms and Conditions constitute a legally binding agreement ("Agreement") between (a) you, the Sub-Affiliate, and Company.

Applicability of Terms and Conditions

The collaboration between you and us whereby you will perform the Marketing Activities and thereby be paid Remuneration, you represent and warrant that you fully understand and agree to comply with all of the following Terms and Conditions, and that failure to abide by these Terms and Conditions may result in your disqualification from the Program, and/or may cause legal action to be brought against you.

Legality of Registration

You may only participate in Company’s Sub-Affiliate Program if you are over 18 years of age and it is legal for you to do so according to the laws that apply in the jurisdiction from where you are connecting. You understand and accept that the Company is unable to provide you any legal advice or assurances and that it is your sole responsibility to ensure that at all times you comply with the laws that govern you and that you have complete legal right to register and participate in the Program.

Rules and Procedures

Subject to the terms and conditions of this Agreement, Company will grant you a non-exclusive, revocable, non-transferable authorization, for the term of this Agreement, to market and promote any Third Party business and service, as instructed by us, to Leads.

You, the Sub-Affiliate, shall conduct the Marketing Activities and refer Leads to the Operators' websites at your own risk, cost and expense. You will be solely responsible for the distribution, content, legality and manners of your Marketing Activities. All of your Marketing Activities must be professional, proper and lawful under applicable law and regulations and in accordance with this Agreement.

At the Company's sole discretion, Company may make available to you Marketing Materials (“Marketing Materials”) meaning various forms of landing pages, texts, banners and other materials, that may help you to direct Leads to the Operators’ websites.

In order to direct Leads to the Operators’ websites, you shall use only the Links that were submitted to you by the Company or the Operators' Websites (the "Links").

You hereby undertake to provide accurate and timely information as required by Company for participation in Company’s Sub-Affiliate Program; and observe all applicable laws, statutes, regulations, directions and codes, including without limitation, intellectual property law.

You shall not give any representation or warranty in the name of the Company and may not obligate the Company in any way, without the prior written approval from the Company.

You hereby undertake to inform the Company immediately of any claim or complaint that may reasonably lead to a claim, demand or liability against the Company, its officers or any of the Company related entities known to you. You further undertake to report as required by the Company, and to furnish any report or information required by the Company to it, including with regards to your promotion activities, expenses, methods and performance, without limitation.

All Creative and/or marketing and/or promotional materials you wish to use, in relation to the Company, must be approved by the Company, by a written prior consent.

E-mail marketing or promotions with respect to the Company, shall be executed in accordance with the applicable law and the commercial customary way, including any restriction regarding the use of "spamming" and enabling the use of "unsubscribe" options and interfaces.

You shall not actively target any person who is under the legal age for gambling, according to the applicable law.

You shall not engage in any fax, broadcast or telemarketing and any other offline marketing methods with respect to the Company; shall not make any false, misleading or disparaging representations or statements with respect to the Company or otherwise engage in any other practices which may affect adversely the credibility or reputation of the Company.

You shall not post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable or offensive.

You shall not post any information that contains nudity, excessive violence, or offensive subject matter or that contains a link to such content.

You shall not harass, abuse, or harm, or advocate or incite harassment, abuse, or harm of another person, group etc.

You shall not make available through the Program any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity, or other right of any person or entity or impersonates any other person.

You shall not solicit or attempt to solicit personal information from other users of the Services.

Company reserves the right to determine what conduct it considers to be in violation of the rules of use or otherwise outside the intent or spirit of this Agreement or the Services itself. Company reserves the right to take action as a result, which may include terminating your account and prohibiting you participating in the Sub-Affiliate Program.

You understand and acknowledges that the Company is an 'Affiliate' of the Operators; therefore, as Sub-Affiliate, you are subject to the terms of the Operators' applicable terms, conditions and regulations and must actively conform and comply with each Operator's terms and conditions.

Remuneration

Subject to the terms of this Agreement, the Company agrees to pay you Remuneration for referring New Customers in accordance with to the Remuneration Model “Remuneration Model” means a specific Remuneration payment mechanism, as mutually agreed by the Parties and stated in your account on the Companies website. In order to calculate the Remuneration, the Company shall administrate the turnover generated via the Links, record the total amount of Remuneration earned via the Links and provide you with statistics, as available to the Company. The aforesaid information is based on information received by the Operators, if any, and any calculation thereof is made in accordance thereto, at the Company's sole and final discretion. The Company may make available to you tools allowing you to monitor the Remuneration and the payments of the said Remuneration into your account using an online monitoring system at a secure website using a user name and password.

If an error is made in the calculation of the Remuneration, or an overpayment is made, the Company reserves the right to correct such calculation or overpayment at any time and by way of immediate off-set or reclaim of overpayment made to the Sub-Affiliate. You agree and acknowledge herein that the turnover generated via the Leads may be subject to 'Negative Carryover' provisions, deductions, deferred payments and other provisions which may affect the Remuneration, all subject to the terms and conditions of each of the Operators, as applicable.

Company shall invest reasonable efforts to collect its payment from the Operators, but it is not responsible for any delay of Remuneration payments to the Sub-Affiliate if such delay is caused by any delay of payment by an Operator. Company is not responsible for any Force Majeure situations wherein the Operator is unable to pay the Remuneration. 

In the event that you wish to voice any objection regarding the Remuneration as paid, you shall notify the Company within five (5) days (the "Challenge Period") and state the reasons of the disagreement. Failure to notify the Company within the prescribed time limit shall be deemed as an irrevocable acknowledgment of and agreement with the balance due for the period indicated.

The Company retains the right to review at any time all Remuneration, whether paid or payable, for possible Fraud (as defined below) of any kind. Such review period shall not to exceed 180 days. The Company shall have the right to withhold any Remuneration accrued to Sub-Affiliate as a result of such alleged Fraud, and such Remuneration will not be paid until such time as the review has been concluded. Any incidence of direct Fraud on your part shall constitute a breach of this Agreement, and the Company shall have full right and authority to terminate this Agreement immediately following such event. Further, in the event that Fraud has occurred, either on your part or on the part of a New Customer, Sub-Affiliate shall not be entitled to receive any Remuneration which has accrued to Sub-Affiliate's benefit as a result of such Fraud. The Company retains the right to set-off from future Remuneration payable to Sub-Affiliate any amounts already received by Sub-Affiliate which were generated as a result of Fraud.

For the purpose of this Agreement, and by way of example only, the term "Fraud" shall include, but shall not be limited to, (i) the encouragement by you or a third party of Bonus abuse on the part of a New Customer, (ii) a chargeback executed by a New Customer in relation to their initial deposit, (iii) collusion on the part of the New Customer with any other player on the Operator website, (iv) the opening of an account in breach of the terms of this Agreement, (v) the offering or providing by the Sub-Affiliate or any third party of any unauthorized incentives (financial or otherwise), including without limitation “Rakeback”, to Leads or existing New Customers; (vi) creating or using a single link intended to be used by a single user; and (vii) any other act by you or by a New Customer which is reasonably understood to have been committed in bad faith against the Company regardless of whether or not such action has resulted in any type of harm or damage to the Company. No payment shall be due if the Company has reasons to believe that the activity generated by the Sub-Affiliate is illegal or is in breach of any of the provisions of this Agreement.

You may refer other Sub-Affiliates through the referrer system available in your account on the Company's website. In such case, Company will pay remuneration from the referred Sub-Affiliates earnings. This remuneration amount shall be as mutually agreed between the Parties in accordance with the Remuneration Model. 

Copyrights and Trademarks

The name Af2Af, the Company's logo, Software, Services and/or trade names of the Company are trademarks. Further, all material which is found on the Website, including but not limited to images, pictures, graphics, photographs, animations, videos, music, audio and text belongs to the Company or any other sub-affiliated entity of the Company and is protected by copyright law. The Company reserves all right in relation to such materials. You agree not to copy, transmit or make any other use whatsoever of such terms, graphics, text, concepts or methodologies, other than by using the materials contained therein and/or herein solely for their educational purposes.

Certain trademarks, trade names, service trademarks and logos used or displayed on the Website are registered and unregistered trademarks, trade names and service marks of the Company and its Sub-Affiliates. Other trademarks, trade names and service trademarks used or displayed on the Website are the registered and unregistered trademarks, trade names and service trademarks of their respective owners. Nothing contained on the Website grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any trademarks, trade names, service trademarks or logos displayed on the Website without the written permission of the Company.

Limitation of Liability; Indemnification

UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR WHERE SUCH DAMAGES ARE OTHERWISE FORESEEABLE) ARISING FROM ANY BREACH OF THIS AGREEMENT.

AT ANY EVENT, THE LIABILITY OF THE COMPANY TO THE SUB-AFFILIATE FOR ANY CLAIMS, COMPLAINTS, EXPENSES, DAMAGES, ACTS AND/OR OMISSION INCLUDING BREACH OF THIS AGREEMENT WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNT PAID BY COMPANY TO THE SUB-AFFILIATE DURING THE PRECEEDING 3 MONTH PERIOD TO ANY SUCH CLAIM.

You hereby agree to indemnify, defend, and hold harmless Company and its officers, directors, agents, affiliates, distributors, franchisees and employees from and against all third party claims, actions, liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, demands, actions, suits, investigations, arbitrations or any other proceedings.

Intellectual Property Rights.

All software, documentation, hardware, equipment, devices, templates, tools, documents, list of providers and clients, including Leads’ list referred by you to Company, processes, methodologies, know-how, Creative, websites, and any additional intellectual or other property used by or on behalf of the Company or otherwise related to the Company, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, "Company Property") shall be and remain the sole and exclusive property of the Company.

Confidential Information.

"Confidential Information” means any information of the disclosing party and/or its affiliates, whether or not in tangible form, of a private, secret, proprietary or confidential nature, or treated by the disclosing party as such (including by marking such information as confidential or by informing the receiving party in writing of such disclosure of Confidential Information), including but not limited to: (1) any deliverables provided by a party under this Agreement; (2) any reports or invoices delivered by a party under this Agreement; (3) information relating to a party’s business or financial affairs; (4) marketing strategies of a Party; (4) lists of Companies, suppliers and service providers of a party; or (5) any information of any third party as to which the disclosing party owes a duty of confidentiality. Confidential information shall not include any information that the non-disclosing Party can verify with substantial proof: (1) is generally available or known to the public through no wrongful act of the non-disclosing Party; (2) was independently developed by the non-disclosing party; or (3) was disclosed to the non-disclosing party by a third party under no obligation of confidentiality to such party; or (4) is required by law or regulation or pursuant to judicial or administrative process to be disclosed; provided, however, that in such case the receiving party shall promptly notify the disclosing party of the details of the requirement to disclose (with supporting documentation) and allow the disclosing party a reasonable time to oppose or otherwise limit such disclosure.

The Parties agree and acknowledge that, as a result of negotiating, entering into and performing this Agreement, each party has and will have access to certain of the other party's Confidential Information. Each party also understands and agrees that misuse and/or disclosure of that information could adversely affect the other party's business. Accordingly, the Parties agree that, during the Term of this Agreement and thereafter, each Party shall use and reproduce the other party's Confidential Information only for the purposes of this Agreement and only to the extent necessary for such purpose and shall restrict disclosure of the other party's Confidential Information to its employees, consultants or independent contractors with a need to know and shall not disclose the other party's Confidential Information to any third party without the prior written approval of the other party.

Without derogating from the aforementioned, Company acknowledges that you may provide information relating to the Company which may or may not be deemed to be Confidential Information if and to the extent such disclosure is required for the purpose of providing the Services under this Agreement and solely for the duration of the Term of this Agreement.

Governing Law; Arbitration

The Parties will attempt in good faith to negotiate a settlement to any claim or dispute between them arising out of or in connection with this Agreement. If the Parties fail to agree upon terms of settlement, either side may submit the dispute to confidential arbitration proceedings by a sole arbitrator under the ICC ADR Rules, whose decision shall be final and binding. The arbitration proceedings shall be conducted in English, in London, UK.

This Agreement shall be governed by and construed solely in accordance with the laws of the United Kingdom only.

Termination

This Agreement is effective unless terminated by either the Company or yourself. You may terminate this Agreement at any time, following the provision of two (2) weeks written notice to the Company, with confirmation of receipt. Company may terminate or suspend this Agreement, at any time, without notice, for any reason.

In the event of the termination of this Agreement, you will immediately cease the usage of any Company Materials, trademarks, trade names, service trademarks and logos, and will return to Company any such materials no more than seven (7) days from the termination.   

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers, indemnity, limitations of liability, and any provisions regarding your use of confidential and/or Copyrights and Trademarks.

Miscellaneous

Relationship of Parties. The Parties are independent contractors and will so represent themselves in all regards. Nothing herein shall be deemed to create the relationship of employer-employee, agency, joint venture or partnership between the Parties or between either of the Parties and any third party.

Assignment. Neither this Agreement nor any interest, right or obligation herein may be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign any of its interests, rights and obligations under this Agreement without the consent of the other Party to an affiliated company or in the event of a merger, consolidation, change of control or sale of all or substantially all of its assets, provided that the third party undertakes its rights and obligations under this Agreement. Any assignment or transfer not specifically permitted herein shall be null and void. This Agreement shall be binding upon and insure to the benefit of each of the Parties and their respective successors and permitted assigns.

Entire Agreement. This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter.

Amendments. No modification or other amendment to this Agreement shall be valid unless reduced to writing and signed by authorized representatives of both Parties.

Severability.  In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

No Waiver. No waiver of any rights and/or remedies arising under this Agreement shall be effective unless executed in writing and signed by the Party against whom such waiver is sought to be enforced. The non-enforcement of any right and/or remedy with respect to a breach of any provision herein contained shall not be deemed to be a waiver of such rights and/or remedies, or of the enforcement of any rights and/or remedies with respect to any subsequent breach of the same or other provisions.

Notices.  All Notices pursuant to this Agreement will be sent to such contacts as either party may specify in writing.

Force Majeure.  Neither party shall be liable for any delay or failure in performance due to events outside the defaulting party's reasonable control, including, without limitation, acts of God, disasters, terrorism, fire, or other circumstances beyond its reasonable control. The obligations and rights of the defaulting party shall be extended for a period equal to the period during which such event prevented such party's performance.