These Terms and Conditions of the Affiliates Program (hereinafter "T&Cs") is entered into by and between GG NETWORK and you (hereinafter “you“, “Affiliate“) and are the binding terms and conditions under which the Affiliate may operate as a non-exclusive Affiliate of GG NETWORK.
These are the T&Cs of use of the Website https://gg.network (hereinafter “Website”) and the Platform offered through. Please read these T&Cs carefully, because they set forth the important terms that you will need to know about the Website and the Platform. These T&Cs are binding and must be followed by each individual using the Website irrespective of whether the person is registered as an Affiliate is using the Website as a Visitor without registration.
These T&Cs may be changed or modified in whole or in portions at any time without further notice. Changes to these Terms and Conditions 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 Platform after any such changes constitutes your acceptance of the new Terms and Conditions. If you do not agree to abide by these or any future Terms and Conditions, do not use or access (or continue to use or access) the Website and/or the Platform. Any amendment to the Terms and Conditions published on the Website will be immediately applicable to Users and Visitors.
By signing up as an Affiliate, the Affiliate hereby acknowledges that you have read and understood each of the provisions set forth herein.
Definitions
Terms and expressions not otherwise defined in the body of the T&Cs will have the following meanings:
Ad/Advertisement means a commercial notice, announcement or message made in a public medium to a GG NETWORK’s clients or prospective clients to promote a person, entity, brand, product, service and etc.
Advertising Campaign means activities carried out by the Affiliate for based on this T&Cs, which mainly consist on placing and promoting the Creative Materials in the Platform, but which may also include other activities aimed at promoting the Content as well as any required web marketing consultancy services.
Applicable Laws, Rules and Regulations means all applicable federal, state and local laws, statutes, rules, regulations and policies relating to online and direct marketing and lead generation. Laws, rules, regulations and policies as same may be amended, modified or supplemented from time to time.
Campaign means effort put forward by GG NETWORK to increase the volume of Orders.
Creative Material(s) means the advertisement and any components or elements thereof including banner ads, emails including the body, header and subject lines, ad copy and/or other content that comprises the Creative Material.
Operator means a company that provides mobile communication services to Subscribers on the basis of relevant licenses and concluded contracts for provision of communication services.
Order means the Subscriber's action, to which he expresses his will to provide him with the Service.
Platform means cloud-based affiliate Marketing platform customizable performance marketing software used by advertiser networks, agencies, and/or advertisers to manage Affiliate relations.
Service(s) means information and entertainment service organized by the GG NETWORK and/or by the advertiser networks, agencies and/or advertisers and intended for its Order by Subscribers via promotion’s mobile networks.
Services Promotion means a set of organizational, technical, juridical, and other actions of the Affiliate to increase the number of Subscriber's connections to the Services, including but not limited to placement of Creative materials through contextual advertising, banner advertising and other types of advertising.
Subscriber means any person who has concluded an agreement with the Operator on the provision of mobile communication services, having a dedicated subscriber number, personal account and registered in the Operator’s mobile network.
Affiliate
Affiliate means any person with the age of at least eighteen (18) years or entity registered in such a status on the Platform. The terms “Affiliate” and “Publisher” can be used interchangeably.
GG NETWORK accepts an Affiliate at its sole discretion. Upon acceptance as an Affiliate GG NETWORK will set up an Affiliate's account for administrative, legal and financial purposes on the Platform. A legally binding contract must be concluded between the Affiliate and GG NETWORK, as well.
During the term of Services Promotion, GG NETWORK engages the Affiliate as a nonexclusive affiliate and the Affiliate agrees to be engaged as such.
Affiliate agrees to promote services of GG NETWORK in compliance with the applicable Laws, Rules and Regulations and these T&Cs.
Main provisions
The Affiliate performs Services Promotion on the terms of this T&Cs.
The Affiliate represents and expressly guarantees to have all the necessary technical and professional skills and capacities necessary in order to carry out such tasks, including all government approvals and licenses under the Applicable Laws, Rules and Regulations.
The Affiliate shall be entitled to attract third parties to perform the obligations. The Affiliate remains responsible to GG NETWORK for the actions and work of such third parties and persons as for their own actions and work.
Termination
Either Party may withdraw from these Terms and Conditions without reason with immediate effect at any time. At the same time, if such a refusal comes from the Partner, then he loses the Partner status immediately.
The Affiliate must cease to use the Platform, licenses, sites and services of GG NETWORK immediately, as well.
GG NETWORK is entitled at its sole discretion to terminate its websites, the Platform and some services at any time without notice.
Traffic, services and content restrictions
After being accepted as an Affiliate, the Affiliate gets access GG NETWORK banners, landings and tracking links.
The Affiliate shall only use the provided links in accordance with the terms and conditions in this T&Cs.
The Affiliate shall at no time be permitted to alter, modify and/or expand the provided links or any other Creative Materials provided by GG NETWORK in any way. All Creative Materials like banners and prelanders used in Services Promotion must be approved by the owner of the product and/or service: advertiser networks, agencies, and/or advertisers.
The Affiliate shall not promote, advocate, facilitate or otherwise include any of the following in connection with GG NETWORK services:
- Any material that contains software viruses or any other computer code, files or campaigns designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- Any software, product or service that is illegal or that violates the rights of a third party including, but not limited to spyware, adware, campaigns designed to send unsolicited spamware, services that send unsolicited advertisements, campaigns designed to initiate “denial of service” attacks, mail bomb campaigns, and campaigns designed to gain unauthorized access to networks on the internet;
- Any software, product or service that harvests or collects the personal information of users, whether for commercial purposes, without the express consent of such users;
- Any content that infringes upon the intellectual property rights of any third party;
- Any material that otherwise infringes or is alleged to infringe upon or violate the rights of any third party including, without limitation, material may give rise to any claim of false or misleading advertising, unfair competition, invasion of rights, of publicity or privacy, violation or any anti-discriminatory law or regulation, or violation any other right of any person or entity;
The Affiliate is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other Affiliates or falsify information in connection with referrals through the Creative Materials or links or the generation of artificial payments or exceed the Affiliate’s permitted access to the Campaign. Such acts include, but are in no way limited to, using automated means to increase the number of Orders through the Creative Materials or completion of any required information, using spyware, stealware, cookie-stuffing and other deceptive acts or click-fraud. GG NETWORK shall make all determinations about fraudulent activity in its sole discretion.
Indemnification
The Affiliate shall bear the sole and exclusive responsibility for and shall not be entitled to any compensation with regard to any Campaign or any other form of advertisement or communication published by the Affiliate in connection with it.
The Affiliate shall indemnify and hold GG NETWORK harmless in respect of any fine or penalty that may be imposed or any action that may be taken against the latter, or any claims that may be brought against it, for whatever reason and of whatever nature – including, but not limited to, breach of the law, regulation and/or of the obligations and warranties of the Affiliate under this T&Cs – by any authority, court or third party in respect of the Campaigns and of all activities carried out by the Affiliate hereunder. The Affiliate shall promptly, and in any event within three (3) business days, reimburse the amount of any such fines, penalties, or claims. If the Affiliate does not promptly reimburse or advance such an amount, GG NETWORK may offset the amount with any amount due to the Affiliate, it is understood that the Affiliate shall pay any amounts still due to GG NETWORK after such offset.
Payment terms. Affiliate comission.
The Affiliate commission is negotiated between GG NETWORK and the Affiliate.
Upon acceptance of an Affiliate in the GG NETWORK’s partnership network, GG NETWORK will set up the Affiliate account to acquire all commissions earned by the Affiliate.
If not otherwise mutually agreed upon between the Parties, GG NETWORK undertakes to make payments to Affiliates during 10 (ten) days after the services are provided or any action that would result in GG NETWORK being paid.
Payment is only made to Affiliates that have a minimum balance of 20 (twenty) USD in the Affiliate account. Affiliates who do not meet the minimum balance requirements will not be eligible for payment until it has been reached.
Affiliate payments will only be made when funds are received by GG NETWORK from the advertiser networks, agencies and/or advertisers. The Affiliate commission will be calculated without payments that are not void (e.g. chargebacks) and fewer payment fees, disbursements and applicable taxes. In the event that no funds are paid to GG NETWORK then no payments shall be due to the Affiliate and such payments will be written off.
GG NETWORK reserves the right to adjust payments due to the Affiliate to account for void payments as necessary.
GG NETWORK 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 reports to ensure that the commission shown is correct.
In the event of any Affiliate fraud, all transactions in the Affiliates's account will be reversed. In addition, GG NETORK may recover any payments made before fraud has been detected. GG NETWORK also reserves the right to take legal or criminal action against the entities and/or individuals involved.
All payments are made at the request of the Partner. Affiliate is obliged to issue an invoice before payment is made. All invoices must include full legal details including VAT number where appropriate.
Any Affiliate to whom GG NETWORK may pay regular or one-off large sums of money may be asked to provide information in compliance with money laundering regulations. Failure to comply will result in monies being withheld.
The Affiliate is responsible for the payment of all tax and national insurance payable on any payments made to it by GG NETWORK.
The Affiliate confirms and agrees that the number of Serveries Promotion by the Affiliates for the Services Promotion, as well as the amount of its remuneration, will be calculated on the basis of the data of GG NETWORK's measurement system. In case there is any inconsistency between the data of GG NETWORK and the Affiliate of more than 5% (five percent), the Affiliate may send GG NETWORK an objection about the volume of services and withhold payment until the inconsistency is resolved to the satisfaction of both Parties. In this case, the Parties shall take measures to jointly identify the causes of such discrepancies and eliminate them.
Any Affiliates account that has had no payment actions for a period of 1 (one) year may be deemed to be abandoned and terminated by GG NETWORK at its sole discretion. In this cases, GG NETWORK will take all reasonable efforts to preserve the amounts due to the Partner for the Services Promotion, but cannot guarantee their subsequent safety, including by the reason with the obligations of GG NETWORK to service the amounts of funds due to the Partner, including, but not limited to the costs of maintaining accounts in banks and payment systems. The total amount of commissions can be up to 25% per month.
Intellectual property rights
All materials, documents, data, software, information and inventions supplied to the Affiliate by or on behalf of GG NETWORK shall be and remain the sole and exclusive property thereof. All such property shall be delivered to GG NETWORK by the Affiliate, immediately upon demand, or destroyed, as may be requested.
GG NETWORK owns all copyrights, trademarks, intellectual property rights, know-how or any other rights connected to the services, websites and/or the Platform necessary for the execution of this T&Cs.
The Affiliate shall ensure that by availing of any GG NETWORK’s services, he is not infringing upon any intellectual property rights or other rights of any person or entity or does not publish any content that is libelous or illegal while using services under this T&Cs. The Affiliate acknowledges that GG NETWORK cannot and does not check to see whether any services or the use of the services by the Affiliate under this T&Cs, infringes legal rights of others.
Any use the materials contained on the websites Platform without the prior written permission of GG NETWORK, is strictly prohibited and will terminate the services. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes.
Further, the Affiliate agrees to indemnify GG NETWORK against any and all liability, loss, damage, costs, legal costs, professional and other expenses, of any nature whatsoever incurred or suffered by the Affiliate or by the third party whether direct, indirect or consequential arising out of any dispute brought by the third party alleging infringement of his intellectual property rights by the websites, the content or the Platform.
License
The Affiliate can be provided, upon special request, with a revocable, non-transferable, royalty-free license to display links of Services Promotion on their traffic for the strictly limited purpose of promoting GG NETWORK's services and subject to the terms and conditions of this T&Cs. Such license may also include the use of GG NETWORK´s logos, trade names and other proprietary identifying material solely in connection with and strictly limited to the purpose of promoting GG NETWORK´s services and subject to the terms and conditions of this T&Cs. Terms. In this case, the conclusion of a license agreement between the Parties is mandatory.
Confidential information
Each Party (Discloser) acknowledges that during the performance of its obligations under this T&Cs, it may be required to disclose to the other Party (Recipient) certain information that it regards as proprietary or confidential. As used in this T&Cs, the term Confidential Information means information regarding Discloser’s trade secrets, personnel, products, customers, financial data, marketing and pricing strategies, services, business plans, methods, computer systems architecture, network configurations, any information which is governed by any now-existing or future non-disclosure agreement between the Parties, and any other information which is or should reasonably be understood by Recipient to be of a confidential or proprietary nature.
Nondisclosure obligation stated in this Section shall not apply to information that was disclosed pursuant to written permission by either Party, or is already in the recipient Party’s possession at the time of disclosure thereof, or is a part of the public domain through no fault of the recipient Party, or is received from a third party having no obligations of confidentiality to the disclosing Party, or is independently developed by the recipient Party; or is required by law or regulation to be disclosed.
Recipient agrees that it will not disclose any Confidential Information to anyone except an employee, agent or advisor (Representatives) who has a need to know same, and who is bound by confidentiality and non-use obligations at least as protective of Confidential Information as are those in this Section, and that it will not use Confidential Information for any purpose not permitted under this T&Cs.
The Parties agreed to adhere to the privacy policy, guided by the following rules and documents: (i) the requirements of any privacy and data protection laws, treaties, intergovernmental agreements, and regulations to which a party is subject to the conduct of its business; (ii) with respect to all processing of personal data by or on behalf of a party to this T&Cs in, or transfer of personal data to, the United States of America, the EU-U.S. Privacy Shield Framework Principles as set forth in Annex II to the Commission Implementing Decision of 12.7.2016 pursuant to Directive 95/46/EC of the European Parliament and of the Council on the adequacy of the protection provided by the EU-U.S. (Privacy Shield Principles); (iii) any other relevant FTC, NAI, DAA, or EDAA code or principles relating to the collection and use of data obtained from individual persons for advertising purposes.
Notifications
The Parties agree that GG NETWORK shall provide daily reports to the Affiliate as to numbers or sign ups as well as the revenue generated using the functions of the Platform.
In case of downtime or another issue causing harm to campaign performance, the GG NETWORK has to inform the Affiliate about the problem within 48 hours.
Limitation of Liability
AS PROVIDED IN THIS TERMS AND CONDITIONS, IN NO EVENT SHALL GG NETWORK BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE WEBSITES AND THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT AFFILIATE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification
The Affiliate (Indemnifying Party) shall defend, indemnify, and hold harmless GG NETWORK, GG NETWORK' affiliates, and their respective shareholders, directors, officers, and employees (Indemnified Party) from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including attorneys' fees, the cost of enforcing any right to indemnification hereunder, and the cost of pursuing any insurance providers (Losses) arising out of or in connection with any third party claim, suit, action, or proceeding (Third party Claim) related to any actual or alleged inaccuracy in or breach or non-fulfillment of any representation, warranty, covenant, agreement, or obligation of the Affiliate contained in this T&Cs.
The Indemnified Party shall promptly notify the Indemnifying Party upon becoming aware of a third party Claim with respect to which the Affiliate is obligated to provide indemnification under this Section (Indemnified Claim). The Indemnifying Party shall promptly assume control of the defense and investigation of the Indemnified Claim, with counsel reasonably acceptable to the Indemnified Party, and the Indemnified Party shall reasonably cooperate with the Indemnifying Party in connection therewith, in each case at the Indemnifying Party sole cost and expense. The Indemnified Party may participate in the defense of such Indemnified Claim, with counsel of its own choosing and at its own cost and expense.
If the Indemnifying Party fails or refuses to assume control of the defense of such Indemnified Claim, the Indemnified Party shall have the right, but no obligation, to defend against such Indemnified Claim, including settling such Indemnified Claim after giving notice to the Indemnifying Party, in each case in such manner and on such terms as the Indemnified Party may deem appropriate.
General provisions
GG.agency shall not be liable or responsible for any failure or inability to perform or delay caused 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 industry within which the Party is engaged, delays in the delivery of materials or supplies, terrorist attack, any act of sabotage, etc.). The impacted obligation shall be extended hereunder for a period equal to the duration of any such contingencies to the extent that such contingencies interfere with or disrupt a Party’s exercise of its Rights hereunder.
There are no ancillary verbal agreements between the Parties.
All notices or other communications which are required or permitted hereunder shall be in writing and shall be sufficiently given if (a) delivered personally or (b) sent by registered or certified mail, postage prepaid, or (c) sent by overnight courier with a nationally recognized courier, or (d) sent via e-mail with confirmation of receipt in writing in any of the foregoing manners. If sent by registered mail, postage prepaid, notice shall be considered delivered ten (10) business days after the date of mailing, and if sent by any other means set forth above, notice shall be considered delivered upon receipt thereof. Either the Party may be notified to the other Party to change the address to which notice or other communications to be delivered or mailed.
The headings in this T&CS are for reference only and shall not affect the interpretation of this T&Cs.
This T&Cs shall be binding upon the Affiliate hereto and their respective successors and permitted assigns.
All matters arising out of or relating to this T&Cs shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or relating to this T&Cs or the transactions contemplated hereby shall be instituted in the federal courts of the United States of America or the courts of the State of Florida, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such legal suit, action, or proceeding.