Offer agreement for partners of the BestChange partner network
This Offer Agreement (hereinafter the "Offer Agreement" or "Agreement") is entered into by and between Agretis Software Design LLC, License No. 1078065, with its legal address at: Office 84, FG-LHEU, Mana bin Khalifa bin Saeed Al Maktoum, Dubai, UAE, PO Box 214950 (hereinafter the "Licensor") and the person accepting the terms and conditions of this public Offer Agreement by means of activation of the "I have read and agree with the terms of the Agreement" checkbox (hereinafter the "Partner"). Acceptance of this Offer Agreement by means of activation of the "I have read and agree with the terms of the Agreement" checkbox below shall mean confirmation of the Partner's free declaration of intent, aimed at complete and unconditional acceptance of the conditions of this Offer Agreement and all other documents referenced herein, and accession to this Offer Agreement subject to conditions set forth below. For the purposes of this Offer Agreement the Partner and the Licensor are hereinafter jointly referred to as the "Parties" and individually as a "Party".
DEFINITIONS
It is hereby expressly agreed by the Partner and the Licensor that for the purposes of this Offer Agreement the following definitions shall have the following meanings:
Advertisement (Advertising Materials): information about products and/or services of the Licensor or Licensor's clients, whichever is applicable, submitted by Advertisers to the Platform and the Licensor in the form allowing their placement on Partners' Advertising Sites. Requirements as to the Advertising Materials are located here.
Advertising Site: an Internet-based Website which serves as an advertising site for Advertisements.
BestChange platform (Platform): the Internet-based advertising platform operated by the Licensor, located at and accessible via website www.bestchange.com.
Code: Licensor's proprietary software code designed for placement on Advertising Sites for the purposes of (i) public display and making available to the general public on Partners' Advertising Site(s) of Advertisements, and (ii) rerouting of Internet users to Target(s) for completing Event(s) relating to Advertisement(s).
Event: the transition of the Internet user via Code and making the Deal.
Deal: a transaction is a purchase or sale of virtual (digital) assets by an Internet user after clicking on the link to the website or dedicated page of the Swap Desk on the Licensor's Platform at Swap Desks as they are defined in the Platform's Terms of Use that use the Platform functionality.
Internet: the worldwide global computer network for data transmission and exchange through TCP\IP and HTTP protocols.
Partner: the person who is a webmaster accepting this Offer Agreement as Partner who places the Code on Partner's Advertising Site(s) and maintains its normal operation in the manner set forth herein. The Partner or its representative must be at least 18 (Eighteen) years of age and of legal age in the jurisdiction from where the Partner accesses and uses the BestChange.
Personal Account (Profile): a personal section of the Platform available to the Partner by entering personal identification data (login - access name, password - access code).
Website: a set of computer programs and databases designed and designated for publication and making available to the general public via Internet and other telecommunications networks of data, text, graphics and/or audiovisual works by technical means used to communicate between computers on the Internet. A Website consists of Web Pages.
Web Page: a component of a Website displayed in a single Internet browser window and having a separate URL address in the structure of a Website.
SUBJECT OF OFFER AGREEMENT
By accepting the terms of this Offer Agreement the Partner of the Platform hereby undertakes and agrees to place on Partner's Advertising Site(s) Licensor's Code as it is defined herein, which Code allows (i) public display and making available to the general public on Partner's Advertising Site(s) of Licensor's Advertisements, and (ii) ensure performance of Events relating to the Advertisements defined by Advertisers with respect to the relevant Advertisements, and the Licensor undertakes and agrees to pay the Partner remuneration for completed Events in the manner and on the terms set forth herein.
Acceptance by the Partner of conditions for placement of Code on Partner's Advertising Site(s) in the Partner's Personal Account of the Platform shall be deemed to constitute acknowledgement of the free expression of the Partner's will aimed at approval of Advertisements to be displayed on Partner's Advertising Site(s) by means and with help of the Code, as well as terms of payment of remuneration for Events completed by Internet users.
The Code will be provided to the Partner by the Licensor via Partner's Personal Profile. To receive the Code the Partner, after Partner's registration within the Platform Partner must go to the main page of Partner's account.
RIGHTS AND OBLIGATIONS
The Partner has the right to:
- Suspend placement of Code on Partner's Advertising Sites at any time;
- Delete Partner's Personal Profile within the Platform and all Partner's personal data contained therein by means of sending to the Licensor of a written request for performing said actions or by any means of interaction with the Platform in accordance with the Privacy Policy;
- Withdraw funds earned for Events completed by Internet users from Partner's Personal Account, subject to terms and conditions of this Offer Agreement; and
- Enjoy other rights available to the Partner under applicable law.
The Partner must:
- Register as Partner category User on the Licensor's Platform;
- Take due care in protecting Partner's username and password used for accessing and using the Platform against misuse by third parties and promptly notify the Licensor about any misuse via the following e-mail: info@bestchange.com;
- Allow placement of Advertisements on Advertising Site(s) by means and with help of the Code;
- Not to place / deploy the Code in violation of the "Restrictions" and/or "Restricted Platforms" Sections of this Offer Agreement. Violation of this Clause shall be deemed a material breach of this Offer Agreement by the Partner;
- Not to take any actions, and not to allow any third party to take any actions aimed at artificially increasing the quantity of the Events with respect to any Advertisement. Events quantities of which were artificially increased, or Events that were otherwise manipulated by the Partner, shall be deemed false Events. In each case acknowledgment of a particular Event as false will be either carried out during Licensor's investigation initiated by the Licensor and at the Licensor's sole discretion, or the Event may be recorded as false if it is false in accordance with criteria established for that Event by the Platform's billing system. The Partner hereby acknowledges and agrees that the decision of the Licensor or billing system records on acknowledgment of the Event as a false Event will constitute a material breach of this Offer Agreement by the Partner and sufficient grounds for cancellation of all false Events, as well as additional sanctions that the Licensor may impose on the Partner at the Licensor's sole discretion;
- Keep all data and information relating to the Platform which have or will become known to the Partner in connection to using the Platform confidential at all times, as all information and data relating to the Platform (including but not limited to the Code) constitute Licensor's trade secret (know-how) and proprietary software; and
- When requested by the Licensor, remove Code from Partner's Advertising Sites.
The Licensor has the right to:
- Refuse registration of the Partner on the Platform at Licensor's sole discretion and without explanation of reasons;
- At any time suspend for an indefinite period or completely cancel placement of the Advertising Materials on Advertising Sites at Licensor's sole discretion;
- Systematically monitor and review placement and deployment of the Code on Advertising Site(s) at any time;
- Cancel Events and delete them from the Platform if they are found to be false Events, as well as block display of Advertising Materials on Advertising Sites if the Licensor determines that false Events are performed on such Sites; and
- Block Partner's Personal Account without paying the balance and without the right of future access if the Partner is found to be in breach of any provision of this Offer Agreement.
The Licensor undertakes to:
- Timely pay to the Partner remuneration for completed Events in the manner and on the terms set forth by this Offer Agreement;
- Assist the Partner for the purposes of full performance of Partner's obligations hereunder; and
- Generate reports on completed Events based on data recorded by the Platform and provide them via Partner's Personal Account.
RESTRICTED PLATFORMS
The Partner hereby agrees that the Partner is expressly prohibited to, and is prohibited to allow any third party to, place the Code and/or display any Advertisements on the following platforms (the "Restricted Platforms"):
- Websites that ordinarily contain or host content that is illegal or that violates any applicable laws or regulations under any applicable law of any jurisdiction;
- Websites aimed at misrepresenting, defrauding or defaming others;
- Websites that may contain or transmit malicious software code;
- Websites that may interrupt the functionality of or tamper with the Platform or any content of the Platform, or any servers used in providing the Platform, or to unreasonably affect others' use of the Platform in any way;
- Websites that distribute or post spam, viruses or any other technologies that may harm the Platform, or the interest or property of the Platform's users;
- Websites that promote activity that is unlawful or illegal under the laws of any jurisdiction;
- Websites that invade privacy of Internet users by means of phishing, identity theft and other similar means; and
- Any other Websites that may themselves be deemed illegal under any applicable law, or if content of said Websites may be deemed illegal under any applicable law.
Breach of this "Restricted Platforms" Section of this Offer Agreement shall be deemed to constitute a material breach of this Offer Agreement by the Partner and may result in court action against the Partner.
RESTRICTIONS
The Partner hereby agrees that the Partner is expressly prohibited to, and is prohibited to allow any third party to, perform any of the following actions, and any actions similar in nature or intent thereto:
- display, copy, store, modify, adapt, reverse engineer, sell, publish, make available to the public or redistribute the Platform or any services made available to the Partner via the Platform;
- allow any third party to access and use the Platform using Partner's login and password;
- use the Platform for any illegal purposes;
- impersonate or falsely claim affiliation with any person or entity;
- misrepresent, defraud or defame others;
- transmit malicious software code on or with help of the Platform;
- collect information of other users through the Platform;
- interrupt the functionality of or tamper with the Platform or any content contained in or provided through the Platform, or any servers used in providing the Platform, or to unreasonably affect others' use of the Platform in any way;
- invade privacy of other Platform users by means of phishing, identity theft and other means;
- use bots, spiders, offline readers or other automated software systems to access or use the Platform;
- use the Platform for engaging in any activities that are illegal under laws of any jurisdiction or that encourage criminal conduct; or
- use the Platform for any purposes other than those expressly permitted under this Offer Agreement.
Breach of this "Restrictions" Section of this Offer Agreement shall constitute a material breach of this Offer Agreement by the Partner and may result in court action against the Partner.
PAYMENTS
The amount of the Partner's remuneration due for the occurrence of the event is $0.04.
In addition, the Partner agrees that the Licensor may offer the Partner special terms of cooperation. These terms shall be agreed upon by the Parties separately via Partner's Personal Profile or by signing the separate agreement.
The payments will be made by means of transfer by the Licensor of due amounts in accordance with Partner's instructions specified in Partner's Personal Account. The Partner may select the desired currency and the means for receiving the remuneration via Partner's Personal Profile.
Information on the minimum amounts of remuneration that can be paid out to the Partner by means of the option for receiving the remuneration selected by the Partner will be provided to the Partner via Partner's Personal Profile.
The Licensor is not responsible for any amounts that may be withheld by banks, payment systems, payment services providers and other third parties upon receipt by the Partner of remuneration under this Offer Agreement.
The Licensor reserves the right to approve any and all of Partner's actions relating to placement of Code on Partner's Advertising Sites and display of Advertisements on Partner's Advertising Sites by means and with help of the Code.
Notwithstanding any of the foregoing or anything to the contrary elsewhere in this Offer Agreement, the Partner hereby expressly agrees that the Licensor is under no obligation to pay the Partner Partner's remuneration hereunder unless and until the Licensor first approves completed Events payment of remuneration for which is due to the Partner.
TERM AND TERMINATION
This Offer Agreement is effective immediately upon acceptance of its terms by the Partner, and continues in full force and effect until termination of Partner's use of the Platform.
The Partner may terminate Partner's access and use of the Platform if the Partner no longer wishes to use the Platform by purging Partner's Personal Account information and subsequently permanently deleting Partner's Personal Account at any moment.
The Licensor reserves the right to investigate any and all suspected violations of this Offer Agreement by the Partner and to take any and all necessary or appropriate actions to remedy such violations, as the Licensor may determine appropriate. The Licensor may suspend, terminate, modify or restrict Partner's access to the Platform at any time at its sole discretion, with or without notice to the Partner, if there is an indication that the Partner has breached this Offer Agreement.
If the Partner is found to be in a material breach of this Offer Agreement, such as being found violating the "Restrictions" or "Restricted Platforms" sections of this Offer Agreement, or being found by the Licensor or reported by a third party as artificially increasing the quantity of Events by creating false Events, the Licensor reserves the right to both suspend Partner's Personal Account for an indeterminable amount of time or terminate it and notify the relevant government officials in the relevant jurisdiction if Partner's actions may be classified as illegal and punishable under applicable laws.
ACCESS, UPTIME AND AVAILABILITY
The Platform may not be available in some countries and may be provided only in selected languages. The Platform may be telecommunication networks dependent. The Licensor reserves the right, at its sole discretion, to change, improve and correct the Platform. The Platform may not be available during maintenance breaks and other times. The Licensor may decide to discontinue the Platform or any part thereof at its sole discretion and at any given moment. The Licensor does not represent or warrant that the Platform, or any part thereof, is appropriate or available for use in any particular jurisdiction, and does not represent or warrant that Partner's access to the Platform will be error-free, virus-free, uninterrupted, and that the Platform servers will be up permanently.
DISCLAIMER OF WARRANTIES
The Partner expressly acknowledges and agrees that the Partner accesses and uses the PLATFORM at partner's sole discretion and partner's sole risk. The Platform, and any portion or section of the Platform, including but not limited to any services available to the Partner via the Platform are provided "As is", "With all faults" and "As available". TO THE FULLEST EXTENT PERMITTED BY LAW, the Licensor AND ITS AFFILIATES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT. To the maximum extent allowed under any Applicable Laws, neither the Licensor nor any of its affiliates make any warranties or representations about the accuracy or completeness of content available on or through the Platform or the content of any other Internet or mobile resources linked to the Platform. The Licensor reserves the right, at its sole and exclusive discretion, to change, modify, add, remove or disable access to any portion of the Platform.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER ANY AND ALL APPLICABLE LAWS, IN NO EVENT WILL THE LICENSOR, ITS SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, LICENSORS, WEBSITE and/or internet service PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS BE LIABLE TO THE PARTNER OR ANYONE ELSE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR ANY OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, DAMAGES FOR LOSS OF GOODWILL, DATA OR ANY OTHER INTANGIBLE LOSSES, RESULTING FROM partner's ACCESS AND/OR USE OF, OR INABILITY TO ACCESS AND/OR USE THE Platform OR ANY PART OR PORTION THEREOF, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Partner assumes full responsibility for any damages, losses, costs, or harm arising from partner's Access and/or use of, or inability to access and/or use, the Platform.
INDEMNIFICATION
The Partner agrees to defend, indemnify and hold the Licensor, its subsidiaries, affiliates, licensors, content providers, service providers, employees, officers, directors, agents, representatives, licensees, authorized designees, successors, assigns and contractors harmless from and against, and reimburse to the Licensor or any such party in full any costs or expenses arising or resulting from any and all third party claims and all liabilities, assessments, actions, causes of action (regardless of the form), losses, damages, awards, judgments, fines, costs, expenses, and attorneys' fees resulting from or arising out of:
- any breach by the Partner of any terms of this Offer Agreement;
- Partner's infringement or violation of any rights of any third party, including but not limited to other users of the Platform; and
- misuse of the Platform by a third party where such misuse was made possible due to Partner's failure to take reasonable measures to protect Partner's username and password within the Platform against misuse.
The Licensor reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Partner, in which event the Partner will cooperate with the Licensor in asserting any available legal defenses. This provision shall remain in full force and effect notwithstanding any termination of Partner's use of the Platform.
WAIVER
By using the Platform and accepting this Offer Agreement, to the maximum extent available under any applicable law the Partner hereby waives AND AGREEs TO RELEASE AND HOLD HARMLESS THE LICENSOR, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, WEBSITE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, AND AGENTS AND ANY OTHER APPROPRIATE PARTY FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE LICENSOR, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, WEBSITE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, OR AGENTS AND ANY OTHER APPROPRIATE PARTY DURING OR AS A RESULT OF INVESTIGATIONS WITH RESPECT TO partner's ACCESS AND USE OF THe Platform OR ANY PART OR PORTION THEREOF, AND FROM ANY AND ALL ACTIONS TAKEN AS A RESULT OF SUCH INVESTIGATIONS BY THE LICENSOR, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, WEBSITE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, OFFICERS, DIRECTORS, OR AGENTS, AND ANY OTHER APPROPRIATE PARTY, INCLUDING BUT NOT LIMITED TO ANY LAW ENFORCEMENT AUTHORITIES.
JURISDICTIONS
The Platform, its services and its contents are intended to comply with applicable laws and regulations of Dubai, UAE. Other countries may have laws, regulatory requirements and business practices that differ from those of Dubai, UAE. The Platform may link to other Websites produced by the Licensor's operating divisions and subsidiaries, some of which are located or hosted or intended to be accessed and used outside of Dubai, UAE. Those Websites may have information that is appropriate only to that particular originating country. The Licensor reserves the right to limit provision of the Platform to any person, geographic region or jurisdiction. Any offer for any product or service made via the Platform is void where prohibited.
APPLICABLE LAW
This Offer Agreement shall be governed by and construed in accordance with the laws of Dubai, UAE.
DISPUTE RESOLUTION
The Partner and the Licensor agree to submit to the exclusive jurisdiction of the competent courts to resolve any legal matters arising from this Offer Agreement or relating to Partner's access and use of the Platform. This provision shall remain in full force and effect notwithstanding any termination of Partner's use of the Platform.
The failure of the Licensor to exercise or enforce any right or provision of this Offer Agreement shall not constitute a waiver of such right or provision. To the maximum extent allowed under any applicable laws the Partner agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to Partner's use of the Platform or this Offer Agreement must be filed within 1 (One) year after any such claim or cause of action arose or be forever barred. This provision shall remain in full force and effect notwithstanding any termination of Partner's use of the Platform.
INJUNCTIVE RELIEF
SEVERABILITY
If any part of this Offer Agreement is determined by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Offer Agreement and shall not affect the validity and enforceability of any remaining provisions.
CHANGES TO OFFER AGREEMENT
To the fullest extent permitted under applicable law, the Licensor reserves the right to modify, update, supplement, revise or otherwise change this Offer Agreement in order for it to comply with applicable new legislation and/or regulations and/or to improve the Platform, and to impose new or additional rules, policies, terms or conditions in relation to the Platform, from time to time with or without notice to the Partner. The Licensor may notify the Partner of the amendments to this Offer Agreement by sending an email message to the email address listed in Partner's Personal Account information or by posting the notice on the Platform. All amendments to this Offer Agreement will be effective immediately and incorporated into the Offer Agreement upon sending or posting of such notice. The Partner is solely responsible for regularly reviewing this Offer Agreement. Partner's use of the Platform or any part thereof after any changes to this Offer Agreement are posted on the Platform or otherwise made available for review will be considered acceptance of those changes and will constitute Partner's agreement to be bound thereby. If the Partner objects to any such changes, Partner's sole recourse will be to terminate Partner's Personal Account and stop using the Platform.
NO RIGHT OF FUTURE ACCESS
This Offer Agreement does not grant the Partner any rights with respect to partner's future access to the Platform. Thus, the Licensor may, at its sole discretion and at any time, discontinue the Platform or any parts thereof or limit or restrict any user access thereto, for any reason, with or without notice. THE PARTNER UNDERSTANDs AND AGREEs THAT the Licensor MAY TAKE ANY ONE OR MORE OF THESE ACTIONS WITHOUT ANY NOTICE TO THE PARTNER, PRIOR OR OTHERWISE, AND THE PARTNER UNDERSTANDs AND AGREEs THAT NEITHER the Licensor NOR ANY OF ITS AFFILIATES SHALL HAVE ANY LIABILITY TO THE PARTNER OR TO ANY OTHER PERSON FOR ANY TERMINATION OF partner's OR ANYONE ELSE'S ACCESS TO THE Platform OR PARTS THEREOF.
CHANGE OF OWNERSHIP
The Partner will be deemed to have consented to the disclosure to, and use by, a subsequent owner or Licensor of the Platform, of any information about the Partner, including Partner's registration details and personal data, contained in the applicable database used by the Platform, to the extent the Licensor assigns its rights and obligations regarding such information in connection with a merger, acquisition, or sale of all or some of the Licensor's assets, or in connection with a merger, acquisition or sale of all or some assets related to the Platform, to a subsequent owner or Licensor. In the event of such a merger, acquisition, or sale, Partner's continued use of the Platform signifies Partner's agreement to be bound by the offer agreement, terms of use and/or privacy statement of the Platform's subsequent owner or Licensor. This provision shall remain in full force and effect notwithstanding any termination of Partner's use of the Platform.
MISCELLANEOUS
The terms set forth in this Offer Agreement are fundamental elements of the basis of the agreement between the Licensor and the Partner, and the Partner expressly acknowledges and agrees that the Licensor would not be able to provide the Platform and its functionality to the Partner without the limitations and restrictions set forth herein.
This Offer Agreement, including all documents comprising this Offer Agreement or referenced herein, constitutes the entire agreement between the Partner and the Licensor, and supersedes any prior agreement between the Partner and the Licensor with respect to Partner's access and use of the Platform.
The Licensor will not be liable or responsible for any failure to fulfill any of its obligations under this Offer Agreement which failure is due to any cause or condition beyond the reasonable control of the Licensor.
The provisions of this Offer Agreement that are intended to or by their nature should survive termination of Partner's use of the Platform shall remain valid after any such termination.
The Partner agrees that the Partner is not considered, and shall not represent itself as, an agent, employee or joint venturer of the Licensor.
The Partner may not assign this Offer Agreement in whole or in part, and any attempted assignment in violation of this provision shall be null and void. The Licensor may assign this Offer Agreement or any of its rights and obligations under this Offer Agreement without Partner's consent at any time.
No waiver of any default, condition or breach of this Offer Agreement shall constitute a waiver of any other default, condition or breach of these Offer Agreement, whether of a similar nature or otherwise.
The Partner must supply all necessary facilities, utilities and equipment necessary to access and use the Platform, including but not limited to appropriate computer and/or mobile equipment and Internet connections, at Partner's sole risk and expense.
In no event shall the Licensor be liable for any failure of performance resulting from causes beyond the reasonable control of the Licensor, including without limitation: acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.
This Offer Agreement constitutes the entire agreement between the Partner and the Licensor relating to the subject matter hereof. Notwithstanding the foregoing, any additional terms and conditions expressly contained on or made available via the Platform at any moment will govern the items, functionality, services or other items to which they pertain.
CONTACTS
If the Partner has any comments or questions concerning Partner's access and/or use of the Platform, the Partner may contact the Licensor using the following contact details: info@bestchange.com.
