Terms and Conditions MBiCash
Below you will find the conditions that apply to participate in the partner program of MBIcash. If you agree with these Terms and Conditions it is assumed that you are familiar with the contents of these Terms and Conditions. Upon annulment of certain provisions in these Terms and Conditions other provisions shall remain unaffected. With registration at MBIcash you declare to have read and understood the General Conditions fully. If you have not understood this you have to inform MBIcash.
These Terms and Conditions are drawn up in Dutch and in English. In case of any discrepancy or inconsistency between the Dutch text and the English text of these Terms and Conditions or a difference in interpretation, the Terms will prevail drafted in the Dutch language.
Article 1. Definitions
1.1. In this agreement (including the Annexes), unless if explicitly provided otherwise, capitalized words and expressions have the meanings set out below:
Terms and conditions General Terms and Conditions.
MBIcash the private company with limited liability MediaBlue International, established in (2596 HL) Den Haag at the Raamweg 5/6, registered with the Chamber of Commerce under number 53271238 and whose VAT Identification number: NL.8508.18.229.B01
Affiliate Program the system of Products and Services that are offered to consumers through Affiliates.
Affiliate a third company or individual, other than the Partner Program, which advertises the Products or Services of that Partner Program.
Payment Service Provider
payment as a service on the Internet. this provider has the ability to process online payments.
Products or Services each to make available, through MBIcash under the Affiliate Agreement to be delivered or delivered correctly or under the prevailing opinion equivalent product, including any Software.
Affiliate Agreement Terms and Conditions, including the form and / or any other in accordance with the Terms and Conditions valid at the legal relationship between MBIcash and Affiliate declared applicable rule or expression.
Affiliate Platform the various online platforms, including – but not limited to – web pages, via which Content is distributed to internet users, by or on behalf of Affiliate;
Annex(es) one of the annexes as attached to this Agreement;
Agreement this cooperation agreement including attached Annexes;
Content all source code, banners, pop-up screens, text and other (proprietary) information provided by MBICash to Affiliate for the promotion of the services of MBICash including a Link, which Content is to be implemented on the Affiliate Platforms;
MBICash Website the website(s) exploited by or on behalf of MBICash, to which internet users are directed after clicking on the Link on the Affiliate Platform;
IP-Rights all intellectual property rights and related rights, including copyrights, trademark rights, database rights, trade name rights and neighboring rights as well as rights to know-how;
Link a direct web link to a MBICash Website, provided to internet users on an Affiliate Platform and which web link is incorporated into Content;
Service Agreement the agreement concluded between MBI Cash and a Visitor regarding the paid use of (web) services provided by MBICash;
User a Visitor that has concluded a Service Agreement with a MBICash website;
Visitor an internet user that visits a MBICash Website after clicking on a Link, but which user has not concluded a Service Agreement.
Article 2. Scope
2.1. Pursuant to the terms and during the term of this Agreement, the Affiliate shall publish Content on the Affiliate Platform(s), in order to promote MBICASH Websites and the services offered thereon by creating direct web traffic to the MBICASH Websites, with the purpose of converting Visitors into Users, for which service Affiliate shall be entitled to a commission payable in accordance with article 6 of this Agreement.
2.2. The Affiliate is entitled to choose at its sole discretion, the Affiliate Platforms via which channels the Content shall be distributed, but shall in the application thereof always act in compliance with the terms of this Agreement including article 4.5. The affiliate is at any time bound to the terms and conditions of the Affiliate Platform.
2.3. No other legal relationship is established between parties than the relationship as explicitly laid down in this Agreement. This agreement explicitly does not intend to establish a legal relationship such as a joint venture or an employment or commercial agent contract. Both parties will act as independent and self-employed.
2.4. The Affiliate will make clear that it acts as an independent and self-employed party towards visitors of the Website(s) and all other third parties. Affiliate is not authorized to enter into any agreements on MBICASH’ behalf or to otherwise assume any obligations or liabilities in its name.
Article 3. License
3.1. MBICASH herewith grants Affiliate a non-exclusive and non-transferable license, without the right to grant sub-licenses, to use Content and all IP-Rights of MBICASH vested therein for the purpose laid down in article 2.1. Affiliate may integrate the Content or adapt it, provided the adapted content is in accordance with this Agreement, including but not limited to article 4.7.
3.2. All IP-Rights with respect to the Content and all other materials provided to Affiliate pursuant to this Agreement are and will remain vested in MBICASH. Nothing in this Agreement intends the transfer of IP-Rights.
3.3. Affiliate is responsible for its distribution and presentation of the Content and will, in this respect, meet all instructions and guidelines provided by MBICASH, as well as the restrictions laid down in this Agreement.
3.4. The license as described in this article is granted for the term of this Agreement. At the moment of termination thereof, for whatever reason, Affiliate will immediately cease and remain to cease any and all use of the Content and remove all Links from Affiliate Platforms. Furthermore, Affiliate will cease to present itself as Affiliate or make any other reference to MBICASH.
Article 4. Obligations of Affiliate
4.1. Affiliate shall promote MBICASH’s Websites through advertising by means of pop-ups, banners, text ads, interstitials, pre roll, post roll, redirect, page peel, pop up and pop under.
4.2. Affiliate is expressly prohibited to distribute Content via e-mail or any other form of direct electronic messages that shall qualify as spam under the applicable legislation.
4.3. Affiliate shall not use the Content in a way that is not in line with the purpose laid down in this Agreement, including article 2.1.
4.4. Affiliate warrants that any information distributed by Affiliate with respect to MBICASH and/or or its services on an Affiliate Platform, is at all times in accordance with the information provided by MBICASH on the MBICASH Website. Moreover, Affiliate shall not offer any warranty or make any commitment with respect to MBICASH and/or its services, unless such is explicitly offered by MBICASH itself.
4.4.1. Affiliate will refrain from any statement and acts and will never distribute Content via an Affiliate Platform that may be detrimental to the reputation of MBICASH and the services it offers.
4.5. Affiliate shall immediately delete the Content from an Affiliate Platform and cease the distribution thereof if MBICASH instructs Affiliate to do so.
4.6. Affiliate warrants that it will at all times comply with all applicable laws and regulation including telecom and privacy regulations and warrants that:
a. it shall act in full compliance with the laws and regulations regarding spam and the acquiring of access to and/or storage of data on the terminal equipment of end users, including but not limited to article 11.7 and 11.7a of the Dutch Telecommunications Act, the Dutch Data Protection Act or comparable applicable (local) legislation on the subject matter;
b. it shall not publish or link to any unlawful, criminal, illegal or immoral content on the Affiliate Platform and will furthermore refrain from any acts that may be infringing on IP-right or any other third party rights, or that may be unlawful in any other way
c. it shall assure an adequate level of protection of any information.
4.7. MBICASH accepts no liability whatsoever for any damages suffered by Affiliate which in any way relate to and/or is a consequence of the non-compliance of the Affiliate with applicable laws and regulation, including but not limited to the regulations laid down in article 4.7. If any Dutch or international supervisory authority contacts Affiliate in any way claiming the (alleged) non-compliance with any law and/or regulation relevant in the course of this Agreement, Affiliate shall immediately contact MBICASH thereof and shall share with MBICASH all documentation, decisions, orders and other materials regarding such (alleged) breach.
4.8. If Affiliate is requested by any supervisory authority to respond to any allegation and/or decision, as described in the preceding paragraph, Affiliate shall, before giving such response, share all documents related to this response with MBICASH.
4.9. The Affiliate is prohibited in the promotion of products or services of MBIcash using software with an illegal and / or misleading use. Among this software is, among other things but not exclusively, virus programs and / or spyware and dialers.
4.10. Affiliates are forbidden to lead visitors to the affiliates website(s) by using visible or invisible text words or terms as child pornography or words and terms of similar meaning or the same category.
4.11. The Affiliate is prohibited to make their own payment page(s) with any functionality that is contrary to regulations of the Payment Services Provider or local laws and regulations of the country in which the payment page applies.
4.12. If you as an Affiliate bring on a new Affiliate you will be eligible applied for Affiliate sales and registration via your Affiliate ID. This Affiliate ID is binding and will under no circumstances be changed or adjusted. It is not allowed to bring on to a new Affiliate that has the same address that you are residing, use the same bank account and / or the same operating website(s).
4.13. The Affiliate is forbidden to promote through a system where consumers get a portion of the costs reimbursed or repaid in a later stage. Special rates and discounts may be offered with the express written permission of MBIcash.
Article 5. Obligations of MBICASH
5.1. MBICASH shall make available the Content to be published on the Affiliate Platform via a restricted web page, of which the address shall be communicated by MBICASH to Affiliate after conclusion of this Agreement.
5.2. MBICASH shall provide Affiliate with login credentials in order to gain access to an online accessible tool whereon the web traffic from Affiliate Platforms to the MBICASH Websites is indexed. Affiliate is solely responsible for the use of its login credentials and shall keep this information secure at all times.
5.3. MBICASH will do its utmost best to ensure the undisturbed availability of the Link, Content and the MBICASH Website(s). It can however not give any guarantees in this respect.
Article 6. Commission and payment
6.1. For any Service Agreement entered into between MBICASH and a Visitor, and only if this Visitor has been referred to the MBICASH Website after clicking on a Link on an Affiliate Platform, Affiliate shall be entitled to a commission fee, consisting of a percentage of the fees paid by the User to MBICASH pursuant to the Service Agreement.
6.2. MBICASH shall keep an up-to-date record of the Visitors that have concluded a Service Agreement with MBICASH after referral via a Link on the Affiliate Platform.
6.3. MBICASH is at all times entitled to adjust the commission fee by means of an email notification. Upward adjustments may apply directly after the notification thereof, downward adjustments shall apply 14 days after the notification thereof. In the event the Affiliate does not agree on the downward adjustment, Affiliate may terminate the Agreement, as per the date the changes will enter into force.
6.4. Affiliate acknowledges and accepts that the assessment whether a User originates from the Affiliate Platform, depends on the presence of an unique affiliatecode connected to the User’s account. If, for whatever reason, this unique affiliatecode is not present at the moment of conclusion of a Service Agreement, no commission fee shall be paid to Affiliate, unless Affiliate can convincingly substantiate – at the sole discretion of MBICASH – that said Visitor has been referred to the MBICASH Website after clicking on a Link.
6.5. If, at the moment of conclusion of the Service Agreement, more than one affiliate cookie was found on the Visitor’s device for the applicable service, the commission fee(s) shall be paid to the partner whose affiliate cookies has been placed the first in time.
6.6. MBICASH shall pay the commission fee to Affiliate within 30 days after the end of the applicable month under the condition of receipt by MBICASH of full payment of the applicable fees as due by the User.
6.7. On the day of notification, an Affiliate must have reached the minimum age of 18 (eighteen) years. With the assumption that the user is under 18 (eighteen) years, the accumulated funds will be frozen until the Affiliate has shown to be at least 18. (eighteen) years old. Funds that have been earned by user the period when he was younger than 18 (eighteen) years will not be paid out.
6.8. When registering paying visitors, use is made of the information of Payments Service Provider. This information is then presented to the Affiliate through statistics with any online feature, an online billing statement or a webmaster monitor. The data shown herein are in no way binding for final billing. Inaccuracies, or deviations from completion, costing and failures are strictly reserved.
6.9. If the Payment Service Provider cannot meet or wants to pay generated revenues to MBIcash, MBIcash is not obligated to make a payout to the Affiliate, until a collection for Payment Service Provider is possible. Relevant correspondence between MBIcash and the Payment Service Provider will be made available on request.
Article 7. Liability and indemnifications
7.1. The Affiliate is fully responsible and liable for any claims related to the provision of any of the services it shall provide in connection with this Agreement.
7.2. Affiliate indemnifies and holds MBICASH harmless against any third party claims, arising out of any failure in its performance of this Agreement, including, but not limited to any fines imposed by supervisory authorities or courts in connection with non-compliance with the applicable laws and/or regulations.
7.3. MBICASH can only be held liable for any direct damages on the part of Affiliate as a result of an attributable breach of the Agreement by MBICASH, which breach has not been remedied after a proper notice of default as described in article 8.2. MBICASH’ liability for direct damages is limited to the amount, equal to the total sum of the commissions that have been paid to Affiliate under this Agreement in the previous calendar year, with a maximum of EUR 500,= per year.
7.4. Direct damage is understood to mean exclusively:
a. reasonable costs which the Affiliate would need to incur to make the performance of MBICASH correspond to the Agreement; such damage will however not be compensated if the Agreement is terminated by or at the suit of the Affiliate;
b. reasonable costs incurred in assessing the cause and the extent of the damage, in so far as the assessment is related to direct damage as referred to in this Agreement;
c. reasonable costs incurred in preventing or limiting damage, in so far as the Affiliate proves that such costs led to a limitation of direct damage as referred to in this Agreement.
7.5. Any liability of MBICASH for damage other than direct damage (“indirect damages”), including – but not limited to – consequential damages, loss and/or damage of data, unavailability or non-performance of software, hardware and/or other ICT infrastructure, loss of profits and lost sales, will be excluded.
Article 8. Term and Termination
8.1. The Agreement enters into force as of the date of signature thereof and will be concluded for an initial term of 12 (twelve) months. After expiration of this initial term, the Agreement shall be tacitly renewed for an indefinite period of time.
8.2. Termination of the Agreement on the ground of an attributable breach will only be permitted following a written notice of default that is as detailed as possible, whereby a period of at least 14 (fourteen) days is stipulated within which the breach may be remedied, unless otherwise stipulated in this Agreement or otherwise prescribed by law.
8.3. Each Party will be entitled to terminate the Agreement in full or in part in the event of the other Party being declared bankrupt or granted a moratorium, as well as in the event of the closing down or liquidation of the business of the other Party other than for purposes of reconstruction or merger of enterprises, or if the controlling interest in the company of the other Party changes.
8.4. If the Agreement ends for any reason whatsoever, the Affiliate will delete from its systems and return to MBICASH all Content and remove all Links. MBICASH shall as soon as reasonably possible pay any outstanding commission fees to Affiliate, if any. If, after the termination of the Agreement, a Visitor enters into a Service Agreement with MBICASH, Affiliate shall not be entitled to receive any commission fee for this subscription.
8.5. MBIcash is entitled at any time to terminate the Affiliate Agreement with a notice period of 2 (two) weeks. Without prejudice to any other rights, MBIcash is entitled to terminate the Affiliate Agreement with immediate effect without payment of outstanding balances in the event:
8.6. The Affiliate acts or acted contrary to the Terms and Conditions of MBIcash;
8.7. The Affiliate is acting or has acted contrary to Dutch law or regulation or applicable law in the country the promotion of the MBIcash Website has taken place;
Article 9. Miscellaneous
9.1. Any terms and conditions of Affiliate, if any, do not apply to this Agreement.
9.2. Any and all amendments hereto have to be agreed upon in writing and signed by authorized representatives of each Party.
9.3. Parties guarantee that they will maintain all information they receive from or about each other strictly confidential. Information will in any case be regarded to be confidential, if one of the parties indicates that it is confidential.
9.4. Parties will impose this obligation of confidentiality also on their employees and third parties they hired for the performance of their obligations hereunder.
9.5. Should any provision of this Agreement be entirely or partially legally ineffective or unenforceable, the validity of the remaining provisions of this Agreement will not be affected as a result. In place of the ineffective or unenforceable provision, a reasonable provision is to apply which so far as legally possible comes as close as possible to what the Parties intended to agree on.
9.6. Affiliate is not entitled to transfer or assign its rights and/or obligations under this Agreement to any third party without MBICASH’ prior written consent.
9.7. Dutch law is applicable to the Agreement.
9.8. Any disputes arising out of or relating to the Agreement will be exclusively brought before the competent court in the District of Amsterdam, the Netherlands.
Article 10. Confidentiality
10.1. Affiliate will not provide any information without prior authorization and / or provide information to third parties about this collaboration and all that goes with it, nor on the content of the cooperation or about the company and its employees.
Article 11. Privacy
11.1. MBIcash finds your privacy is very important and will therefore carefully handle the information provided by you. We use your information for our records and to keep you inquire about our services. Your information will not be provided to third parties. However MBIcash has under the law an obligation to provide information to authorities. MBIcash will only provide information if it is requested by a competent authority properly. You can change or retrieve your data at any time at the website http://www.MBIcash.com