Terms and Conditions
General terms and conditions for MENASoftware Partners
PARTNERS AGREEMENT
MENA Software LTD
Sofia, Bulgaria
Please read these terms and conditions and scroll down to the bottom of the page if you agree.
AGREEMENT, MENA Software Partners System
http://partners.menasoftware.com
PLEASE READ AND PRINT THIS LICENSE AGREEMENT IN ITS ENTIRETY BEFORE ACCEPTING THE TERMS AND CONDITIONS LISTED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU MAY NOT ACCESS OR OTHERWISE USE THE SERVICES OR THE SITE.
1. PREAMBLE
These terms and conditions constitute a legally binding agreement ("Agreement") between (a) you, the Partner, and (b) MENA Software LTD. and each of its officers, directors, agents, employees, consultants, suppliers, vendors, affiliates and/or representatives (collectively, "Company").
THIS AGREEMENT GOVERNS THE MENA Software Partners System („The System“) AND ALL RELATED INTELLECTUAL PROPERTY.
The System software runs from a remote computer owned and operated by MENA Software LTD. You (the "Partner") will have access to the System software under the terms and conditions outlined in this agreement. The Partner will identify himself/herself to the software by a unique email ("E-mail") and unique and a password ("Password") known only to the Partner.
APPLICABILITY OF TERMS AND CONDITIONS
By checking the "I Agree" box, you represent and warrant that you fully understand and agree to comply with all of the following terms and conditions, and that failure to abide by these terms and conditions may result in account closure and withholding of any money payable. If you have any questions as to these terms and conditions, we encourage you to seek independent counsel prior to checking the "I Agree" box.
PARTICPATION
The Partners System’s services are offered to individual Partners. The Partners System reserves the right to exclude anyone and everyone from participation and reserves the right to close any Partner account at any time for any reason.
REGISTRATION OF ACCOUNT
To use the Partners System, you will need to first register for an account ("Account") by choosing a unique USER ID and password and entering other information such as your first and name, address, email address, bank account information and any other required information. You agree to provide only true and current information and you further agree to update this information as necessary to keep it true and current.
2. DEFINITION OF TERMS
Throughout this Agreement hereto, the following terms shall have the following meanings:
• Partner: an individual or business generating which owns a website/server with independent traffic and thus rewarded for sales of virtual currency, leads, or other measurable information.
• The MENA Software Partners System: An affiliate marketing system of-fered to Partners – owners of websites, who receive a percentage or pre-defined commission for sales, leads or other measurable information.
• Partner’s website: A website owned by the Partner which displays ads generated from the Partners system.
• Commission: the percentage from the amount of sale value or lead value a Merchant agrees to pay for measurable information.
• Ad Code: specific programming code generated by the Partners system, which is included in the Partner’s website and shows ads also generated by the Partners system.
• Ad: a piece of material in the form of a banner, image, etc. which promotes the Company’s games using the venue of the Partner’s website/s.
• Visitor/Player: Any person or user who views and/or clicks on a link and/or advertisement on the Partner’s website.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
i. The Partner shall provide affiliate partnership services to the Company by placing the ads, generated by the Company on a visible spot on its website/s, in this way generating traffic for the Company.
ii. In exchange, the Partner shall receive a commission (dependent on specific terms agreed between Partner and Company) for each payment/registration/activation made by players who have been introduced to the Company‘s games through the Partner‘s websites.
iii. The Company shall provide all necessary accesses to the Partner, used for registration, addition of advertising material and generating ad codes.
iv. The Company shall provide to the best of its ability adequate technical support and assistance to the Partner with adding the advertising materials to the Partner‘s website.
v. The Company shall pay all accrued commissions to the Partner after the total sum of commissions payable has reached EUR 500. The payments shall be made by means of PayPal or bank wire transfer.
vi. The Partner shall provide a valid address, contact details and bank ac-count information when prompted by the MENA Software Partners sys-tem.
vii. The Partner shall be responsible for the preparation of the pages of their website, checking the technical specifics relating to the same and adding the corresponding Ad code in a correct way to enable these pages to receive Ads from the Company.
viii. The Partner shall not initiate, authorize, delegate or offer incentives to any third party to make fraud using actions intentionally attempts to create or generate sales, leads, or click-through using bots, frames, iframes, programming scripts, or manually refreshing pages for the pur-pose of circumventing or tampering with the Partners system statistics and creating or generating larger commissions.
ix. The Partner shall not modify, change, edit or filter the Ads content (the channel URL of the Ad, the banner display code generated by the Part-ners system, etc.) in any way whatsoever.
x. The Partner shall not make use of unsolicited, unwanted e-mail adver-tising (a.k.a. Spam) in any way, shape or form. They shall not insert or employ the banner generation code in e-mail messages, pop-up win-dows, forum user signatures or comments, blog, newsgroups, chat comments unless there is written approval from the Company and the owner of the relevant forum/blog/etc.
xi. The Partner shall not generate fake or fraudulent conversions and/or leads by any means directly or indirectly intended to inflate commissions payable to the Partner.
4. NON-EXCLUSIVITY
It is specifically agreed upon by both parties that this agreement is non-exclusive; the Company shall have the right and ability during the term of this agreement and thereafter to appoint any third party for the purpose of providing the same services provided by the Partner. The Partner shall not have the right to object or claim for any rights of exclusivity or indemnities.
5. CONFIDENTIALITY
Without prior written consent from the other party, both parties agree that they will not use for their own benefits or disclose to any third party any-thing that relates to the term or conditions of this Agreement or any exten-sions or renewals thereof or subsequent to termination, any confidential in-formation of the other party. For the purposes of this Agreement, confidential information shall mean all information relating to the business of the each party, including, without limitation, any unreleased company information and technologies relating thereto or embodied therein, the particulars of arrangements with any person or entity, manufacturing sources, financial information of the Company or the Partner.
6. INDEMNIFICATION
If any of the Parties breaches their contractual obligations under this Agreement or presents false warranties, it shall indemnify and defend the other party and its agents, directors, officers, employees and shareholders, and hold them harmless from and against any damages arising out of any third-party claim and to cover any and all losses, expenses and costs in-curred by the aggrieved Party due to such violation or false warranty.
7. COST
Unless otherwise stated, each party shall bear all costs incurred in the per-formance of its own undertakings, duties and obligations under this Agreement.
8. RELATIONSHIP OF THE PARTIES
It is the intention and understanding of both parties that the relationship between them shall be at all times independent. This Agreement shall not be considered as the creation of an agency relation-ship, joint venture, franchise or similar relationship between them.
9. COMPLIANCE WITH LAWS
Both parties warrant that their activity and area of business activity is not an unlawful one in the countries where they are performed. The following list illustrates activities/topics which are prohibited from participating in our Partners program; applications from Partners which provide the fol-lowing content will be rejected:
- Illegal drugs, and other controlled or illegal substances;
- Pornography and explicit imagery;
- Illegal activities relating to forgery, identity theft, site/server hacking techniques;
- Trade with weapons, arms, etc. which are forbidden by law;
- Spyware, malware, Trojans, viruses, spam and any other kind of malicious and/or illegal software;
- Any other content or activity which is deemed immoral, illegal or harmful to the reputation of the Company.
10. GOVERNING LAW AND JURISDICTION
This Agreement is governed by and construed according to the law of the Republic of Bulgaria. The Parties shall attempt to resolve any differences, disputes or controversies which may arise between them amicably; how-ever, it is specifically understood and agreed that any disagreement, dis-pute or controversy which cannot be resolved between the Parties includ-ing without limitation any matter relating to the interpretation of this Agreement, will be referred to the exclusive jurisdiction of the courts of Bulgaria.
11. NOTICES
Any notice or other communication to be given in connection with this Agreement shall be in writing, and shall be either (as elected by the party giving such notice): (a) personally delivered; (b) transmitted by registered or certified mail; (c) transmitted by courier service; (d) sent by confirmed facsimile; or (e) sent by confirmed e-mail. Unless there are other evidenc-es, all notices will be deemed to have been duly given on: (x) the date of receipt (or if delivery is refused, the date of such refusal) if delivered per-sonally or by courier; (y) fourteen (14) days after the date of posting if transmitted by mail; or (z) if transmitted by facsimile or e-mail with con-firmation, the date of transmission.
12. HEADINGS
Captions and section headings used herein are for convenience only, are not part of this Agreement, and shall not be used in construing it.
13. WAIVER
The failure of either party to exercise any right hereunder shall not be construed to be a waiver of such right.
14. FORCE MAJEURE
Neither party will be liable to the other party for any delay in or failure to perform its obligations (other than a payment of money) as a result of any cause beyond its reasonable control, including but not limited to any in-dustrial dispute. If such delay or failure continues for at least 90 days, ei-ther party will be entitled to terminate the Agreement by notice in writing without further liability of either party arising directly as a result of such delay or failure.
15. FINAL AGREEMENT
This Agreement supersedes and replaces any and every other prior or contemporaneous agreement, understanding or negotiation.