Conditions
Terms and Conditions of the Public Offer


Date of last version: June 1, 2020


BEFORE REGISTERING ON THE WEBSITE, YOU MUST READ THESE TERMS AND CONDITIONS CAREFULLY AND BY USING THE WEBSITE YOU AGREE TO ACCEPT THEM. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICES.


INTRODUCTION

These are Terms and Conditions of use of Affiliate Program (“Terms”) through registration on the

https://poshfriends.com/ website (“Website”) and the Services offered through an advertising collaboration to Affiliate program. Please read these Terms carefully, because they set forth the important terms that you will need to know about the Services and participation in the Affiliate Program. These Terms are binding and must be followed by each Affiliate using the Website and Services. The Terms are accepted by the Affiliate when the Affiliate has completed the registration process and opened an account on the Affiliate Program Website. By opening an account on Affiliate Program Website Affiliate confirms that it has accepted and understood the Terms and Privacy Policy provided on the Website and all applicable laws.

These Terms may be changed or modified in whole or in portions at any time without further notice.

Changes to these Terms will be posted on the Website. It is your responsibility to review the Terms frequently and to remain informed of any changes to them. Your continued use of the Website and/or the Services after any such changes constitutes your acceptance of the new Terms. If you do not agree to abide by these or any future Terms, do not use or access (or continue to use or access) the Website and the Services and do not open an account with the Affiliate Program. Any amendment to the Terms published on the Website will be immediately applicable to Affiliates. If Affiliate does not agree with the new Terms, it must immediately submit a written notice to Company 10 (ten) business days prior to the termination date indicating its desire to close the Affiliate account with the Affiliate Program. Such notice must contain a request for final settlements between Company and the Affiliate. After Affiliate’s account is closed no settlements and/or payouts are made, except for the cases mentioned herein.

By accepting these Terms and opening an account on Affiliate Program’s Website, Affiliate hereby

confirms that it is at least 18 (eighteen) years of age or is legally incorporated entity in the country of incorporation.


DEFINITIONS

The following terms shall have the following meanings in these Terms:

Accounting Period” shall mean the period of time, allotted for the accumulation and calculation of the

Affiliate’s Earnings made through the Affiliate Program. The Accounting period is based on the monthly accounting calendar.

Affiliate” shall mean a registered and accepted webmaster (a physical person or legal entity) having

registered the account in the Affiliate Program’s Website and who is working in the sphere of online promotion (“Affiliate”, “you”).

Affiliates Account” shall mean the personal account resulting from an Affiliate’s registration on the

Website, containing personal/corporate data including data with regard to the use of Services via the Website.

Affiliate Program” shall mean the marketing agency, located on the Website and operated by the

Company, to aim the mutually beneficial advertising collaboration in attracting and purchasing Internet traffic for Projects by means of affiliate schemes.

Client” shall mean a person that has been brought to the Project by the Affiliate's website through the

affiliate link, has registered personal account within the Project’s system and has made a required minimum deposit to such account.

Company” shall mean Sinmaks Impex LP, company duly registered in the Province of Alberta, Canada,

registration number: LP20653358, registered address: Suite 260, 2323 – 32 Avenue N.E., Calgary, Alberta T2E 6Z3, Canada. (“Company”, “we”, “our” or “us”).

Cookies” shall mean small text image files stored on your computer either temporarily or permanently

to allow websites to recognize users, keep track of their preferences, to improve your experience on the website and to analyze your behavior on it.

Earnings” shall mean a commission percentage, all income and/or revenue earned by the Affiliate from

the Project income as a result of the incentivizing the Client to participate and make the deposit within the Affiliate Program’s Project, as specified herein.

Internet” means the global information network, parts of which are logically interrelated by means of

the united TCP/IP-based addressing space.

Internal System” shall mean Affiliate Program electronic database showing statistics of the advertising

impressions and ensuring operative monitoring and control over all traffic made by the Affiliate.

Privacy Policy” shall mean the document setting out how personal/business data and other important

information from any User or Visitor is collected, used, retained and transferred.

Project” shall mean any of the websites, where a Company decides to place, to whom it decides to resell

or in relation to which it decides to use the Internet traffic in its possession.

Payout” shall mean funds transaction from the Affiliate’s account within Affiliate Program to any external

payment system, bank or payment facilitator, available and supported by the Company.

Promotional Materials” shall mean the instruments including, but not limited to texts, banners, links

etc., used by the Affiliate in order to promote the Project’s services.

Services” means a package of services in relation to the sale of Internet traffic for the reservation and

placement of Internet advertisements.


1. REGISTRATION for an Affiliate Program

1.1. Affiliate need to register on the Website in order to join our Affiliate Program and to provide only

accurate, complete, and up-to-date information. You will first be asked to submit an Affiliate Application. The Affiliate Application may be found via link on the Company’s Website. Each time to access and use the Services via the Website, you shall be required to login by using your username and password as provided with your registration.

1.2. Affiliate must enter all mandatory information in an application form, namely, to confirm identity,

specify the address and contact information, including a valid email address and place of residence/registration; all of this information must be correct and valid. Affiliate is solely responsible for the accuracy, completeness and correctness of the information provided, and thus confirms and assures Company that the information provided by Affiliate is true, complete and correct.

1.3. Submitting an Affiliate application does not guarantee inclusion in the Affiliate Program. We evaluate each and every application and are the sole and exclusive decision-makers on Affiliate acceptance. Company reserves the right to refuse in cooperation to any of Affiliate without assigning any reasons. If you do not hear from us within a reasonable time frame, please consider your application rejected. We are not obligated to provide you any explanation for your rejection, but please be advised we may reject applicants for any reason or manner, including but not limited to a website or social media page which violates our Terms.

1.4. If your Affiliate Application is rejected, you may not reapply. If your Affiliate Application is accepted, each of the terms and conditions in this Terms apply to your participation. We may also ask for additional information to complete your Affiliate Application or for you to undertake additional steps to ensure eligibility in the Affiliate Program.

1.5. Affiliate takes full responsibility for the safety of personal data which permits entering the system (login and password). Company is not responsible for the loss of personal data.

1.6. Affiliate does not have to report to Company’s employees or representatives or any third party any login data in order to log into Affiliates Account. Company shall not be liable for whatsoever incorrect use or misuse of Affiliate’s account on the Affiliate Program by third parties as a result of disclosure of data for the login intentionally or accidentally, actively or passively to any third party by the Affiliate.



2. REFERRAL tracking

2.1. Company will provide the Affiliate with specific Referral Links to link advertisements and other marketing content to Website. Website will track Clients who have visited these Referral Links using cookies which expire after Accounting period. Only Clients who make a purchase while the cookie is active will be considered referrals of the Affiliate and recorded as such in the Affiliate Account. Affiliate Program works on the “Last Click Wins” basis.

2.2. The Affiliate is not authorized to modify or alter the Referral Links or the cookies in any way. Website is not responsible for any tracking or reporting errors that may result from any modifications to the Referral Link or the cookies.



3. AFFILIATE REPRESENTATIONS and warranties

3.1. The Affiliate warrants and represents that its actions and its participation in the Affiliate Program is in compliance with all applicable laws, rules, regulations, and any requirements of governmental authority at all times.

3.2. Affiliate shall not be, or purport to be, authorized to legally represent Company or to conduct negotiations on behalf of the Company. Affiliate shall not have the authority to make any commitments or agreements or incur any liabilities whatsoever on behalf of the Company, nor shall Company be liable for any acts, omissions to act, contracts, commitments, promises or representations made by Affiliate.

3.3. Affiliate shall not use any trademarks, names or other identifiers owned or used by the Affiliate Program, except that Affiliate may refer to the Affiliate Program to the extent necessary for the Services rendering in accordance with this Terms.

3.4. Affiliate shall conduct all of its business in accordance with the highest business standards, acting dutifully, in good faith and in compliance with all applicable laws, and not perform any act, which would or might reflect adversely upon the services or the business, integrity or goodwill of the Company.

3.5. Affiliate represent and warrant that it: (i) are 18 years old or older; (ii) properly comply with all of its

obligations as set forth in these Terms; (iii) are fully and exclusively responsible for any use of the Affiliate Account; (iv) have the right to represent the legal entity on behalf of which it participates Affiliate Program and commit to payments on its behalf; (v) will pay any and all taxes related to its use of the Services;

3.6. Affiliate represent that all information and data uploaded by it or retrieved, processed by the Website

on its behalf shall not contain any material (a) protected by copyright, trademark, trade secret, patent or any other intellectual property right without authorization, or (b) that is defamatory, trade libelous, unlawfully threatening or harassing, pornographic, obscene or harmful to minors, racist, vulgar, abusive, promoting hatred, discriminating or displaying prejudice based on religion, ethnic heritage, race, sexual orientation or age, or (c) that violates any law or regulation, including without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising, or (d) that contains any viruses, worms or any other software intended to damage or alter a computer system or data.


4. PROMOTIONAL MATERIALS, traffic and its sources

4.1. Affiliate Program provides its Affiliates with graphic materials, but does not supply any text materials.

Affiliates are free to use the information available on the Project’s website; such information must be used only in edited and modified form. Copying information from Project’s website "as is" will cause the termination of cooperation with the Affiliate.

4.2. The Affiliate agrees and shall procure that the Promotional Materials provided by the Affiliate

Program or Affiliate shall comply with the requirements of the applicable advertising-related laws including the requirements to the content, appearance of the advertisement and the advertisement of the specific goods and the requirements by the Affiliate Program.

4.3. Affiliates are strictly prohibited to use Promotional Materials (text, graphics, video, and layout

elements) of the original Projects to promote their unlicensed projects and violate copyrights.

4.4. Company can demand the replacement of outdated links, logos, screenshots, and other Promotional

Materials, and postpone a payout in the situation of Affiliate's refusal to replace them for an indefinite period until the requirements have been met.

4.5. Company has the right to request information about the sources of the Affiliate’s traffic at any time.

If the Affiliate refuses and does not provide information about the Affiliate’s advertising sources for the Project, Company reserves the right to stop payouts to the Affiliate.

4.6. Depending on the type of traffic source, Affiliate is required to provide certain information:


- for websites, Affiliate needs to specify an URL (or an alternative path to the domain);

- for media/arbitrary traffic – an example of an advertisement and a screenshot of the advertising cabinet;

- for email mail-outs – Affiliate must add email address: [email protected] to the mailing list;

- for social media channels or for streaming on mobile apps – correct links to them.



5. AFFILIATE Earnings and PAYMENTS terms

5.1. Affiliate Earnings hereunder depend on the remuneration model (Revenue Share, Hybrid

Remuneration Models, CPA, etc.) applicable to the agreed Project, advertising format, quality of traffic, Clients’ location, as well as other factors that can be taken into consideration. The Parties shall separately agree the advertising format (placing in Top Rating, banner, branding, ClickUnder, Vast, etc.), scope, as well as the remuneration model and commission program.

5.2. As a standard commission program is considered the dynamic RevShare from 15% to 35%, which is calculated according to the formula Partner Revenue = ((100% - royalty)•NG + (100%-royalty)•Betting+ (100%-royalty)•Rake) - CP - (deposits+payouts)•5%) x aff %. Royalty description for each of the projects and a more detailed Rev Share calculation formula may be found in Brands section.

5.3. If in the reporting period there were large winnings of players exceeding their funds, in other words if the players brought by the Affiliate caused a loss to the Casino, then the Affiliate's income for this period equals zero;

5.4. If there is a negative balance in the Affiliate's account in the current reporting period, it is NEVER transferred to the next reporting period. The next reporting period starts with a zero (not negative) value, as the PoshFriends Affiliate Program does not cover financial risks at the expense of its Affiliates.

5.5. Affiliate Program limits the use of branded traffic on the Affiliate Program Projects. Branded traffic is

the traffic generated by search queries containing the name of the Affiliate Program Projects in various spellings, including mistype and typo squatting. If Affiliate desires to acquire branded traffic, Affiliate is obliged to contact the Affiliate Program support first and agree on conditions.

5.6. Affiliate acknowledges and agrees that payouts shall be made based on the Affiliate Program Internal

System showing the statistics of the attracted Clients and their performance (in case of post payment) or estimated amount of Clients (in case of prepayment (flat fee). The information, calculations and statistics displayed on the Affiliate Program Internal System are the only source for determining the Earnings of Affiliate. When calculating the volume and cost of Services provided by Affiliate, Company and Affiliate agree to proceed on the basis of the data provided by the Affiliate Program. Affiliate Program calculations and statistics data is final and non-negotiable.

5.7. Affiliate Program reserves the right to refuse payout of Earnings in the following cases:

- if Affiliate engages fake of fraudulent Clients (for example, Clients with multiple accounts);

- if the Affiliate Program’s administration notices uncommon or atypical behavior of the Client (for

example, unusually large percentage of Clients who do not return to the Project after completing qualification for one commission program model), in such case the Earnings of the Affiliate will be recalculated according to the terms of the other commission program model, as will be reflected in the Affiliate’s account.

5.8. The Affiliate’s Earnings for the past Accounting Period are transferred to the first day of the following

Accounting Period.

5.9. Payout method is chosen by the Affiliate after successful completion of registration on the Affiliate

Program’s website and confirmation of Affiliate’s email. Payouts are made only through the supported payment method options offered on the Affiliate Program’s website. If the Affiliate wants to change the payout method, Affiliate must contact the Administration of the Affiliate Program via Support available on the Affiliate Program’s website. Administration of the Affiliate Program must make sure that payout method change is requested by the Affiliate and request confirmation of payout method change via the registered Affiliate email.

5.10. Minimum payout amount from the Affiliate’s account is USD 20. If the payout is made by bank wire

transfer minimum payout amount is USD 2000.

5.11. All the payments under Affiliate Program will be made in equivalent in EUR.

5.12. All payment details terms are indicated in the issued invoice by Affiliate.

5.13. Company is obliged to payout Earnings to the Affiliate as long as Affiliate dutifully fulfils its

obligations and does not cause financial or reputational harm to the Affiliate Program or Projects.


6. RIGHTS AND RESPONSIBILITIES OF THE COMPANY

6.1. Company is entitled, at his sole discretion, to limit or terminate an Affiliate right to use the Website

and/or Affiliate Account, including canceling an Affiliate’s Account and preventing an Affiliate from re- registering on the Website to Affiliate Program or from re-accessing the Website.

6.2. Company shall have the right, at his sole discretion, with or in case of material breach of these Terms

and/or Privacy Policy without sending formal notice to an Affiliate, to partially or fully block, suspend or terminate such Affiliate’s Account, as a result of which the Affiliate may be deprived of the right to receive any Earnings.

6.3. Company is entitled at any time to publish on the Website any proposals, to propose new services,

and to amend these Terms accordingly. In the case of inconsistencies between these Terms and special terms and conditions published on the Website regarding any of the foregoing, the latter shall prevail.

6.4. Subject to the terms set forth in the Privacy Policy, Company shall have the right to send Affiliate

email messages, using the email address provided by Affiliate at the time of registration, regarding the Affiliate Program/Projects and any new proposed services, or any other relevant matters that in Company’s view may assist in enhancing Affiliates’ experience using the Services. Such messages may include reminders, invitations, suggestions and descriptions of existing, new or future services, other important notices, as well as marketing and promotional content.

6.5. Company has the right to use the trademark (service mark) or the Affiliate’s logo, as well as its name

by posting on the Company’s service and in promotional materials during the term of the Affiliates lifetime in Affiliates Program and for a period of one (1) year after the termination of the participation of Affiliate Program.


7. TERMINATION

7.1. Each Party may terminate collaboration with the other party for any or no reason upon written notice

to the other party 30 (thirty) days prior to the desired termination date. In such case the collaboration will be deemed terminated only after carrying out complete and final reciprocal payouts and the settlement of all the disputes arising from the Terms. Neither party shall have any expectations as to the minimum term of its collaboration.

7.2. The Company may terminate collaboration with Affiliate effective immediately in the following cases:

- in the event of any violation of this Terms provisions by the Affiliate;

- if the Affiliate becomes insolvent, makes any assignment for the benefit of creditors, goes to liquidation

or has a receiver or trustee appointed for the benefit of creditors, whether voluntary or otherwise, or seeks the protection of, or has a proceeding instituted against it, under the bankruptcy code or any similar statute.

7.3. Upon termination Affiliate shall have no rights or claims against the Company in connection with

termination, expiration or non-renewal of its collaboration in Affiliate program; in particular, without any limitation, Affiliate hereby irrevocably waives any rights to severance or compensation for lost opportunities or investments to the maximum extent permissible under applicable law.


8. PERSONAL DATA

8.1. Personal/corporate data of Affiliates and Clients shall be collected and processed in accordance with

the provisions of law and in accordance with the Privacy Policy available at https://poshfriends.com/data-policy.

8.2. The cancellation of the Affiliate’s Account does not mean that Company will delete all the Account

relevant information or Affiliate’s personal/corporate data. Such deletion shall be at Company’s option and discretion and Company may decide to retain and store such information in connection with an investigation or as otherwise required by law or in order to take legal action in consequence of a violation of these Terms, the Privacy Policy or any other Website Rules and/or applicable law.

8.3. To the extent any Affiliate data is deemed personal information and is subject to the General Data

Protection Regulation (EU GDPR) 2016/679, the parties agree that: (i) Company shall be deemed as a “Processor” and a “Controller”, both as terms are defined under the GDPR; (ii) Company shall only use and process personal information obtained from your use of the Services (“Affiliate PI”) on your behalf and solely pursuant to the terms set forth in these Terms; (iii) Company shall not retain, use, or disclose Affiliate PI for any purpose other than for the specific purpose of performing the Services or as otherwise expressly permitted under these Terms and Privacy Policy; (iv) Company shall not sell, rent, disclose, release, transfer, make available or otherwise communicate, Affiliate PI to a third party in exchange for any monetary or other valuable consideration, except as required to provide the Services or as otherwise expressly permitted under these Term;

Affiliate’s personal data is not disclosed to third parties, unless such a disclosure is necessary to process

Affiliate’s requests as, for example, to conduct transactions from Affiliate’s Account or if it is required by law. As business partners, suppliers or service providers of the Affiliate Program may be responsible for certain elements in the overall functioning of the Affiliate Program website, Affiliate’s personal data may be transferred to them. Affiliate hereby agrees to the disclosure of data in such cases.


9. RESTRICTIONS

9.1. Affiliate is strictly prohibited:

- from opening and using personal accounts on any of the Affiliate Program Project websites under Affiliate’s own referral link. In case of infringement of this provision both Affiliate’s Affiliate Program account and account opened on Project’s website will be blocked and deleted along with the confiscation of funds on both accounts; - to transfer or sell an Affiliate account to third party without the prior consent of the Company;

- to use Promotional Materials (text, graphics, video, and layout elements) of the original Projects to

promote their unlicensed projects and violate any copyrights. In case of violation Affiliate's account can be closed without warning.

9.2. If any information Affiliate provides is false, inaccurate, misleading, and/or otherwise incomplete,

Affiliate violates the Terms, and the Affiliate Program reserves the right to close Affiliate’s Affiliate Program account immediately and/or to refuse Affiliate further cooperation with the Company.

9.3. Company reserves the right to block an Affiliate's account for public slander towards the Affiliate

administration and/or Project administration.

9.4. Affiliate Program has the right to demand correct information in the reviews of the Project on the

Affiliate's websites. In case of indications of false information, which differs from the data on the Projects' websites, Company reserves the right to suspend cooperation with Affiliate.

9.5. If the Affiliate Program or Project’s administration has a reason to believe that an Affiliate is violating

Terms, Affiliate’s account can be closed and payouts can be stopped for an indefinite period until the circumstances of violation are clarified. If during investigation the violation has been confirmed, the Affiliate Program reserves the right to refuse any further payouts of Earnings to the Affiliate.

9.6. If the Affiliate Program’s conducted investigation shows no violation, the Affiliate Program makes a

decision to dismiss a violation of the Terms. In such case, Affiliate can request a payout by coordinating the terms of such payout with the Affiliate Program Support.

9.7. Affiliate Program strictly prohibits the use of motivated traffic. In case of detection of this, the Affiliate Program has the right to close the Affiliate's account without prior warning and payment commission programs, negative carryover and sub-partners of the money earned by him.

9.8. It is forbidden to use numbers in domains used for project mirrors (examples: 1234joycasino.com, casino-x1257.com). Using these domains may cause your account being banned. Traffic from such domains will not be payed.




10. LIMITATION OF LIABILITY

10.1. The Affiliate Program is provided on an "as is" and "as available" basis and the use of the Affiliate

Program is at the Affiliate's own risk. Company makes no representations or warranties, either expressed or implied, with respect to the Affiliate Program, or any service or information provided through the Affiliate Program.

10.2. Company is not responsible for any damages, injury or economic loss arising from the use of Affiliate

Program. Should any part of the Affiliate Program cause damage or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes responsibility and the entire cost for them.

10.3. The Affiliate will indemnify and hold harmless Company, its directors, officers, employees, agents,

subsidiaries, and third parties from and against any losses, damages, liabilities, claims, judgments, settlements, fines, costs and expenses (including reasonable related expenses, legal fees, costs of investigation) arising out of or relating to the Affiliate's use of the Affiliate Program.


11. FORCE MAJEURE

11.1. Neither Party will be liable for any losses arising out of the delay or interruption of its performance

of obligations under the Agreement due to any acts of God, acts of civil or military authorities, civil disturbances, wars, strikes or other labor disputes, fires, transportation contingencies, interruptions in telecommunications, utility, Internet services or network provider services, acts or omissions of a third party or any other occurrences, which are beyond the Affiliate Programs of Affiliates’ reasonable control.


12. MISCELLANEOUS

12.1. Any dispute arising out of or in connection with this Terms (“Dispute”) will be governed as to all

matters, including, but not limited to the validity, construction and performance of this Terms, by and under the laws of the Province of Alberta, Canada.

12.2. In case a Dispute arises, the Affiliate Program will consider Affiliate's arguments and approach, in

order to promote solving of the problem in the most open-minded and honest way regarding the interests of both parties. Decisions made by the Company are always final and non-negotiable.

12.3. Company and the Affiliate are independent contractors. Nothing in this Terms will create any

partnership, employment, representative, agency, or joint venture relationship between the parties. The Affiliate has no authority to act on Company’s behalf.


13. SPAM POLICY

13.1. Affiliate are strictly prohibited from using the Affiliate Program for illegal spam activities, including

gathering email addresses and personal information from others or sending any mass commercial emails to lists, groups or contacts that you do not have permission to send to.


14. SUB AFFILIATES ATTRACTION

14.1. Company’s Affiliate Program permits the Affiliates to earn not only by attracting Clients to Projects,

but also by attracting new Sub affiliates. Company pays the Affiliate 5% from all Earnings of the new Sub affiliates they had attracted.

14.2. Projects are not meant to attract children or adolescents. Affiliate Program takes certain measures

to block underage persons from registering with the Projects. Therefore, we shall reject Affiliate’s application if we determine, at our sole discretion, that any of Affiliate’s websites are designed to appeal to minors and, as such, are not suitable for the Affiliate Program.