Terms Of Service
BY SIGNING UP AS AN AFFILIATE, THE AFFILIATE HEREBY ACKNOWLEDGES THAT IT HAS READ AND
UNDERSTANDS EACH OF THE PROVISIONS SET FORTH HEREIN; THAT THE AFFILIATE HAS HAD THE OPPORTUNITY
TO CONSULT WITH COUNSEL OF THEIR OWN CHOICE AND HAD TO HAVE EACH OF THE PROVISIONS SET FORTH
HEREIN FULLY EXPLAINED BY SUCH COUNSEL; AND THAT THIS AGREEMENT IS ENTERED INTO FREELY,
VOLUNTARILY, AND WITHOUT ANY DURESS OR UNDUE INFLUENCE OF ANY NATURE BY, OR ON BEHALF OF, ANY
PERSON OR ENTITY.
1.1 Adjo.com accepts an Affiliate at its sole discretion. Adjo.com only accepts Affiliates
age of at least 18 (eighteen) years.
1.2 Upon acceptance as an Affiliate by Adjo.com, Adjo.com will set up an Affiliate´s account
administrative, legal and financial purposes. A legally binding contract is concluded
Affiliate and Adjo.com.
- 1.3 During the term of this Agreement, Adjo.com engages Affiliate as a nonexclusive
Affiliate agrees to be engaged as such.
- 1.4 Affiliate agrees to promote sites and services of Adjo.com in compliance with the
laws and these terms and conditions.
- 2. Termination
- 2.1 Either party may terminate this Agreement without cause with immediate effect at any
- 2.2 If the Agreement is terminated the Affiliate must cease to use the licenses, sites and
of Adjo.com immediately.
- 2.3 Adjo.com is entitled at its sole discretion to terminate its websites and services at
- 3. Sites, Services and Content Restrictions
- 3.1 After being accepted as an Affiliate, the Affiliate will receive from Adjo.com banners,
links and/or banners as links to Adjo.com websites und services.
- 3.2 The Affiliate shall only use the provided links in accordance with the terms and
this Agreement. The Affiliate shall use the provided links at its discretion within its own
- 3.3 The Affiliate shall at no time be permitted to alter, modify and/or expand the provided
any other promotion material provided by Adjo.com in any way.
- 3.4 The Affiliate shall only promote the websites assigned to be promoted by Adjo.com.
- 3.5 The Affiliate shall not promote, advocate, facilitate or otherwise include any of the
in connection with Adjo.com websites und services:
- 3.5.1 Any material that contains software viruses or any other computer code, files or
designed to interrupt, destroy or limit the functionality of any computer software or
- 3.5.2 Any software, product or service that is illegal or that violates the rights of a
including, but not limited to spyware, adware, campaigns designed to send unsolicited
services that send unsolicited advertisements, campaigns designed to initiate “denial of
attacks, mail bomb campaigns, and campaigns designed to gain unauthorized access to networks
- 3.5.3 Any software, product or service that harvests or collects the personal information of
whether or not for commercial purposes, without the express consent of such users;
- 3.5.4 Any spoofing, redirecting or trafficking from other sites in an effort to gain
- 3.5.5 Any content that infringes upon the intellectual property rights of any third party;
- 3.5.6 Any material that otherwise infringes or is alleged to infringe upon or violate the
any third party including, without limitation, material may give rise to any claim of false
misleading advertising, unfair competition, invasion of rights, of publicity or privacy,
or any anti-discriminatory law or regulation, or violation any other right of any person or
- 3.5.7 Any illegal activity whatsoever.
- 4. Youth Protection & Guarantees
- 4.1 The Affiliate is obliged and guarantees to maintain its websites in compliance with
law, especially with respect to media laws and regulations, especially but not limited to
protection of minor law and criminal law. The Affiliate also guarantees to keep its files
systems up to date at all times according to the communications and agreements made with
- 4.2 The Affiliate will indemnify and hold harmless Adjo.com, its assignees, employees,
officers against any claims including legal fees which are asserted against Adjo.com, its
employees, agents and officers and which are based on a violation of the foregoing
- 5. Affiliate Commission
- 5.1 The Affiliate commission is negotiated between Adjo.com and the Affiliate.
- 5.2 Upon acceptance of an Affiliate by Adjo.com, Adjo.com will set up an Affiliate account
acquire all commissions earned by the Affiliate.
5.3 If not otherwise mutually agreed upon Adjo.com undertakes to make payments to Affiliates
(sixty) days after the end of the relevant calendar month in which a sale is made or any
would result in Adjo.com being paid.
- 5.4 Payment is only made to Affiliates that have a minimum balance of USD 250 (two hundred
US Dollars) in the Affiliate account. Affiliates who do not meet the minimum balance
will not be eligible for payment until it has been reached. Furthermore any account that has
payment actions for a period of 6 (six) calendar months will be deemed to be abandoned and
terminated. In such event Adjo.com will apply a closing account charge in its absolute
USD 50 (fifty US Dollar) and shall be entitled to net this amount from the abandoned account
any balance is paid over to the Affiliate. In case the Affiliate has not reached the minimum
of USD 250 and decides to terminate his account, all fees (including, but not limited to
regarding the closing of the account shall be paid for by Affiliate.
- 5.5 Affiliate payments will only be made when funds are actually received by Adjo.com. The
commission will be calculated without payments which are not effected (e.g. chargebacks) and
payment fees, disbursements and applicable taxes. In the event that no funds are paid to
then no payments shall be due to the Affiliate and such monies will be written off.
- 5.6 Adjo.com reserves the right to adjust payments due to the Affiliate to account for void
- 5.7 Adjo.com will provide the Affiliate with a detailed real time reporting system showing
commission that is pending, approved or void. The Affiliate agrees to regularly check his
ensure that the commission shown is correct.
- 5.8 Adjo.com accepts no responsibility for any errors or omissions and their consequential
implications which are not notified to void payments in writing within 10 (ten) working
10 (ten) day period begins on the day that the payment action which generated the commission
- 5.9 In the event of any Affiliate fraud, all transactions in the Affiliates account will be
reversed. In addition Adjo.com may recover any payments made before fraud has been detected.
Adjo.com also reserves the right to take legal or criminal action against the companies
- 5.10 The Affiliate will supply an invoice before payment will be made. All invoices must
full legal details including VAT number where appropriate.
- 5.11 Any Affiliate to whom Adjo.com may pay regular or one off large sums of money may be
provide information in compliance with money laundering regulations. Failure to comply will
in monies being withheld.
- 5.12 The Affiliate is responsible for the payment of all tax and national insurance payable
payments made to it by Adjo.com.
- 5.13 In the case that Adjo.com suspects that the Affiliate account has been used in an
manner or if you have provided any information that is untrue or inaccurate, not current or
incomplete, the respective account may be deactivated effective immediately and with no
the Affiliate pending further investigation and, without limiting obligations to make any
due hereunder, not only restricted to those payments associated with the invalid activity.
- 6. Ownership & Intellectual Property
- 6.1 All materials, documents, data, software, information and inventions supplied to
on behalf of Adjo.com shall be and remain the sole and exclusive property thereof. All such
shall be delivered to Adjo.com by Affiliate, immediately upon demand, or destroyed, as may
- 6.2 Adjo.com owns all copyrights, trademarks, intellectual property rights, know-how or any
rights connected to the services, websites or software necessary for the execution of this
- 7. License
- 7.1 The Affiliate is granted a revocable, non-transferable, royalty free license to display
websites and services of Adjo.com for the strictly limited purpose of promoting Adjo.com´s
and services and subject to the terms and conditions of this Agreement.
- 7.2 The license also comprises the use of Adjo.com´s logos, trade names and other
identifying material solely in connection with and strictly limited to the purpose of
Adjo.com´s websites and services and subject to the terms and conditions of this Agreement.
- 7.3 All rights granted pursuant to this section shall terminate upon the effective date of
expiration or termination of this Agreement.
- 8. Non-competition
The Affiliate shall not for any reason, carry on, or be engaged in, or be concerned with, or
interested in, or employed by, any person or company engaged in or concerned with or
business which is the same as, or substantially similar to, or in competition with, the
- 9. Confidentiality
The Affiliate commits himself, for the duration of the contractual relationship to treat the
contents of this Agreement and all information obtained relating to the execution of this
as confidential, and not to make this accessible to any third parties, except where this is
for the proper execution of the Agreement, which includes the approval of this Agreement by
supervisory boards of the contracting parties, or in connection with the acquisition of
in one of the contracting parties by seriously interested parties, and/or where this is
obtaining authorizations/approvals from the authorities, or where this takes place in the
the normal reporting procedures within the affiliated group of companies and the affiliates
bound to confidentiality.
This does not apply to information that is or subsequently becomes public knowledge, or
contracting parties are obliged to disclose the information contained in the Agreement by
legislation or other regulations. Insofar as information is passed on to third parties, this
on of information is to be limited to the minimum elements/facts required in terms of the
mentioned exceptions, and these third parties are to commit themselves in writing to
confidentiality of the information received.
- 10. Limitation of Lability
ADJO.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY
PUNITIVE DAMAGES TO THE AFFILIATE OR ANY PERSON (INCLUDING WITHOUT LIMITATION, ANY PAYMENT
REVENUES, LOST DATA, LOST PROFITS OR LOSS OF GOODWILL), WHETHER FORESEEABLE OR NOT, FOR ANY
WHATSOEVER WHETHER OR NOT CAUSED BY ADJO.COM’S NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL
EVEN IF AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.
UNDER NO CIRCUMSTANCES SHALL ANY PROJECTIONS OR FORECASTS BY Adjo.com BE BINDING AS
PROMISES BY ADJO.COM AND/OR GIVE RISE TO ANY LIABILITY.
- 11. Indemnification
Affiliate agrees to fully indemnify, defend and hold Adjo.com , including any of their
affiliates, officers, directors, partners, employees, and agents, harmless from and against
proceeding, action or claim that may arise out of or relate to affiliate´s involvement in
Affiliate program or any breach of this Agreement by Affiliate, including, but not limited
and all damages, claims, losses and/or expenses (including reasonable attorneys’ fees and
incurred by Adjo.com arising out of any such proceeding, action or claim. Adjo.com shall
right to defend any action through counsel of its own choosing at Affiliate´s sole expense.
- 12. FORCE MAJEUR
Adjo.com shall not be liable or responsible for any failure or inability to perform or delay
by reason of one or more so called “force majeure” contingencies (e.g. any act of God, fire,
earthquake, hurricane, natural disaster, strike, labor disturbance, civil commotion, acts of
Government, any Law, action of any labor union or association affecting a Party or the
within which the Party is engaged, delays in the delivery of materials or supplies,
attack, any act of sabotage, etc.). The impacted obligation shall be extended hereunder for
equal to the duration of any such contingencies to the extent that such contingencies
or disrupt a Party’s exercise of its Rights hereunder.
- 13. General
- 13.1 All changes or amendments to this Agreement must be in writing. This requirement of the
form also applies to notifications, ancillary agreements and subsequent contractual changes,
where this is specifically stipulated otherwise for individual components. The waiver of the
form requirement must be put in writing. Insofar as the Agreement does not explicitly
exceptions for individual components and statements of intent, a notification by means of
telecommunication does not satisfy the requirement of the written form.
- 13.2 There are no ancillary verbal agreements.
- 13.3 In the event of the Affiliate becoming bankrupt or being placed in liquidation, whether
voluntary or compulsory or reaching a compromise with its creditors or failing to satisfy
judgment debt, Adjo.com shall be entitled, to cancel this Agreement with immediate effect
prejudice to those rights and obligations accrued prior to such bankruptcy.
- 13.4 The Parties hereby agree that no agency, joint venture or partnership is created
no franchise agreement is created hereby and that neither Party shall allege in any
a franchise agreement is created by this Agreement or exists between the Parties, and that
Party shall incur obligations in the name of the other party without the other Party’s prior
consent. The Parties shall act and at all times shall be independent contractors.
- 13.5 All notices or other communications which are required or permitted hereunder shall be
writing and shall be sufficiently given if (a) delivered personally or (b) sent by
certified mail, postage prepaid, or (c) sent by overnight courier with a nationally
courier, or (d) sent via e-mail with confirmation of receipt in writing in any of the
manners. If sent by registered mail, postage prepaid, notice shall be considered delivered
business days after the date of mailing, and if sent by any other means set forth above,
shall be considered delivered upon receipt thereof. Either Party may by notice to the other
change address to which notice or other communications to be delivered or mailed.
- 13.6 The section and paragraph headings herein are for convenience only and shall not be
to limit or affect in any way the meaning of the language contained herein.
- 13.7 This Agreement shall be binding upon the Parties hereto and their respective successors
- 13.8 Each person executing this Agreement in a representative capacity warrants that he or
duly authorized by the person or entity he or she represents to enter into this Agreement on
of that person or entity.
- 13.9 This Agreement is personal and may not be assigned to any third parties without the
written consent of the other party.
- 13.10 In the event that individual provisions of this Agreement are wholly or partially
or unfeasible, or that they subsequently lose their legal validity or become unfeasible, the
validity of the remaining provisions of this Agreement will remain unaffected. In the case
invalidity of a provision of this Agreement, the parties agree to replace this provision by
provision that most closely resembles the economic/commercial intention of the invalid
The same holds true should a loophole be identified in the Agreement. The contracting
replace the invalid provision or loophole immediately with a valid provision.