You must submit an Affiliate Program application on our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason. We also may reject your application at our sole discretion if your do not provide us updates and/or provide untruthful updates. Without limiting the foregoing, were reserve the right to require potential or existing Affiliates to submit detailed descriptions or explanations of their website(s) or application(s) functionality and backend technology through a questionnaire or survey. In addition, all websites in the Affiliate Program must maintain a privacy statement acceptable to us. If Affiliate is a legal entity, Affiliate represents and warrants that it is a duly registered legal entity complying with all applicable laws. If Affiliate is an individual person Affiliate must be at least eighteen (18) years old.

2.1 Subject to our acceptance of you as an Affiliate and your continued compliance with the terms and conditions of this Agreement, Moonrover agrees as follows:

We will make available to you via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the “Links”) which you may display in online advertisements on web sites owned or controlled by you, in emails sent by you which are clearly identified as coming from you and (collectively, “Media”). The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Web Site.

2.2 The Affiliate ensures that it has the necessary software and instruments to promote the Offer.

2.3. The Affiliate may own a separate affiliate program or be an Affiliate of another Affiliate. The Affiliate shall be responsible for actions of its own affiliate program’s members or other contractors and/or vendors as for its own actions.

2.4 The Affiliate shall safeguard and keep the user ID and password confidential and safely stored and not disclose it to any person other than those who need to have access to the Affiliate Program. The Affiliate shall immediately notify Moonrover of any (even if suspected) security breach or improper use of its user ID and password. The Affiliate shall be solely responsible for the maintenance of the security of its account in the Affiliate Program.

2.5 We reserve the absolute right to cancel actions, set your Commission to 0% or suspend you from the Affiliate Program for the period or actions in question if you are not forthcoming, intentionally vague or are found to be lying and/or you are not responsive within a reasonable time period and after multiple attempts to contact you with information listed in your account.

2.6 By participating in Affiliates Program, you agree that you will comply with the Agreement and all pages, schedules, policies, guidelines, specifications, user manuals, addendums and supporting materials that (a) we make available to you (b) we make available on the Affiliates Program website.

3.1 We will pay Affiliate for each Qualified Action (the “Commission”). A “Qualified Action” means an action of an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by Moonrover and (v) is not later determined by Moonrover to be fraudulent, incomplete, unqualified or a duplicate. Each Offer may contain additional description of what is considered as Qualified Actions.

3.2 We will pay you Commissions earned monthly, provided that your account is currently greater than 1 000 $. Accounts with a balance of less than 1 000 $ will roll over to the next month, and will continue to roll over monthly until 1 000 $ is reached. We reserve the right at our sole discretion not to pay Commission for Qualified Actions that do not met the requirements for Qualified actions and to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.

3.3 Payment for Commissions is dependent upon Clients providing such funds to Moonrover, and therefore, you agree that Moonrover shall only be liable to you for Commissions to the extent that Moonrover has received such funds from the Clients. You hereby release Moonrover from any claim for Commissions if Moonrover has not received such funds from the Clients.

3.4 Moonrover shall automatically generate an invoice on behalf of Affiliate based on the amount of Qualified Actions approved by us and for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Moonrover in its sole discretion. The payment is due within the period indicated under the relevant Offer. We reserve the right to extend the payment term in case the Client fails to make a payment on time for the number of days of Client’s delay of payment. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to Moonrover in writing and in details including a detailed report within five (5) calendar days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide Moonrover with Affiliate’s reports within three (3) days from the end of the reporting month, and if Moonrover’s and Affiliate’s reported statistics vary by more than 10% and Moonrover reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then Moonrover and Affiliate may agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then Moonrover’s reported statistics shall govern.

3.5 If Affiliate has an outstanding balance due to Moonrover under this Agreement or any other agreement between the Affiliate and Moonrover, whether or not related to the Affiliate Program, Affiliate agrees that Moonrover may offset any such amounts due to Moonrover from amounts payable to Affiliate under this Agreement.

3.6 Affiliate also agrees to:

3.6.1 Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.

3.6.2 Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Moonrover informs you that it considers objectionable (collectively, “Objectionable Content”).

3.6.3 Not make any representations, warranties or other statements concerning Moonrover or Client or any of their respective products or services, except as expressly authorized herein.

3.6.3 Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by Moonrover or Clients or a part of the Program Web Site, without prior written permission from us.

3.6.4 Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.

3.6.7 Comply with the terms, conditions, guidelines and policies of any third-party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.

3.6.8 Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to Moonrover and Clients for use as intended by Moonrover and Clients.

3.6.9 Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Moonrover or Client, or as required by applicable laws regarding such Offers.

3.6.10 Make sure to not place Moonrover ads on any online auction platform (i.e. eBay, Amazon, etc).

3.6.11 Duly and diligently maintain and adjust the contents of its Media and shall keep the Affiliate Media up-to-date and accurate. The Affiliate shall promptly correct any errors or omissions on its Media and in the information relating to the Program Web Site after becoming aware of such errors or being notified by Moonrover.

3.6.12 Not to make any Qualified Action with Program Web Site with the purpose of reselling such actions or for the benefit of a third party.

3.7 The following additional program-specific terms shall apply to any Offer you promote set forth below:

Email Campaigns. For all email campaigns, Affiliate must download the «Suppression List” from the Offers section of Moonrover. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. If any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to Moonrover at info@moonrover.pro. Affiliate’s emails containing the Links may not include any content other than the Links, except as required by applicable law and/or as communicated with us. All emails sent by you in connection with the Affiliate Program must include the appropriate opt-out link.

Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Affiliate Program, possible legal action and any other rights or remedies available to Moonrover pursuant to this Agreement or otherwise (including compensation of any losses and damages incurred by Moonrover in connection with a breach by Affiliate of this clause). Affiliate further agrees that it will not mail or market to any suppression files generated through the Moonrover network, and that doing so may result in Commission withholdings, removal or suspension from the Affiliate Program, possible legal action and any other rights or remedies available to Moonrover pursuant to this Agreement or otherwise.

Without limiting the other provisions of this Agreement for all email campaigns provided by You shall comply with CAN-SPAM Act of 2003 as amended or replaced, from time to time all other applicable anti-spam laws.

Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Moonrover in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end-user’s computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-english end user license agreement and the software be easily removed according to generally accepted methods.

Affiliate Network Campaigns. For all Affiliates that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the “Network”) for access and use by those affiliates in Affiliate’s Network (each a “Third Party Affiliate”). Affiliate agrees that it will expressly forbid any Third-Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third-party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third-Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third-Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third-Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Moonrover the identity and contact information for such Third-Party Affiliate. Affiliate shall promptly remove any Third-Party Affiliate from the Affiliate Program and terminate their access to future Offers in the Network upon written notice from Moonrover. Unless Moonrover has been provided with all truthful and complete contact information for a Third-Party Affiliate and such Third-Party Affiliate has affirmatively accepted this Agreement as recorded by Moonrover, Affiliate shall remain liable for all acts or omissions of any Third-Party Affiliate and shall compensate Moonrover all losses and damages incurred by Moonrover in connection with the breach by Affiliate of this clause.

Except as otherwise provided in this Agreement or with the written consent of Moonrover, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates or clients provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.

5.1 The Affiliate agrees not to take or omit to take any action which may affect Moonrover and/or its Client’s relationship with Program Web Site participants (if any). The Affiliate agrees not to cause or permit to be done anything which may cause Moonrover and/or its Client to be excluded from the process of cooperation with Program Web Site participants (if any), moreover, the Affiliate shall not in a negative or detrimental way speak (i.e. badmouth) of or comment on (the business of) Moonrover and/or its Client and shall not persuade, induce or attempt to induce any Program Web Site participants to terminate its contract with or reduce its dealings and business with Client.

5.2 In order to protect the product, service, brand and goodwill of Moonrover and Client, the Affiliate hereby covenants, undertakes and warrants that the Affiliate Media (including all websites (directly or indirectly) owned, controlled or hosted by the Affiliate or companies within the Affiliate group) is (and shall remain) sufficiently and substantially distinct and different from the Moonrover and Clients websites (to be determined at Moonrover or Client’s sole discretion). The Affiliate hereby agrees and acknowledges that for the term of this Agreement and continuing thereafter:

(a)            the look and feel of the Affiliate Media (including all websites (directly or indirectly) owned, controlled or hosted by the Affiliate) shall be distinctly and significantly different to the Moonrover or Program Web Site including in respect of the color scheme, the composition, the typefaces, the design and the layout (including the brand), the (click) buttons, boxes and banners and the available features (save for those features reasonably required for the performance of the Affiliate’s obligations under this Agreement);

(b)            any logo(s) used on the Affiliate Media (including all other websites owned, controlled or hosted by the Affiliate) shall be distinctly different to the Moonrover and Client’s logo (save for any logo that may be provided by Moonrover for use by the Affiliate under or pursuant to this Agreement);

(c)             the Affiliate shall not in any way imitate or copy the Moonrover or Program Web Site (in general or in respect of certain (new) features, pages, form, composition or aspects), and

(d)            the Affiliate shall promptly comply at its own costs with any reasonable requests from Moonrover to make such (further) changes, alterations or amendments to any aspect of the Affiliate Media which is or can be regarded to be confusingly or significantly similar to any element of the Moonrover or Program Web Site.

5.3 The Affiliate shall (and shall procure that the companies within the Affiliate group shall) not (directly or indirectly) register, acquire, use, purchase or obtain Internet domain name which incorporates any word or words which are identical, or confusingly or substantially similar to Moonrover or Program Web Site or any variations, translations or misspellings thereof, included as part of the address and the Affiliate shall cooperate with Moonrover and execute any requirements containing in the Moonrover Internet domain name request.

5.4 The Affiliate shall not (directly or indirectly) disclose, integrate, include, use, combine, exploit, incorporate or otherwise make the Moonrover or Program Web Site Data (or any part thereof) available (a) with its own content and/or the content of any Moonrover or Program Web Site Competitor (including Program Web Site participants (if any), or (b) to or for the benefit of (i) itself (save for enabling the service in accordance with the terms of this Agreement), or (ii) any third party (including any Moonrover or Program Web Site Competitor and Program Web Site participants (if any) (whether for the promotion of, marketing of, reference to, promotion of, advertising of or otherwise in the interest of or to such party), or (c) for any other purpose or in any other manner and/or on or through Third Party Platforms except as expressly provided for in this Agreement. The Affiliate shall not amend, alter, modify, distort, create derivative and/or new works based on and/or derived from the Moonrover or Program Web Site Data and the Moonrover or Program Web Site Data shall not include a (direct or indirect) link, reference, click-through or reference to (the website of) a Moonrover or Program Web Site Competitor (including Program Web Site participants (if any). Upon termination or expiration of this Agreement, the Affiliate shall destroy, delete or upon first request of Moonrover return all Moonrover or Program Web Site Data (including all hard and soft copies).

6.1 We grant you a non-exclusive, non-transferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing actions through the Program Web Site.

6.2 You may not alter, modify, manipulate or create derivative works of the Links or any Moonrover graphics, creative, copy or other materials owned by, or licensed to, Moonrover in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Moonrover or Program Web Site trademarks, service marks, copyrights, patents or trade secrets. You agree that Moonrover may use any suggestion, comment or recommendation you choose to provide to Moonrover without compensation. All rights not expressly granted in this Agreement are reserved by Moonrover.

This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time by notifying us, removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all Moonrover and/or Client intellectual property, and will cease representing yourself as a Moonrover or Client affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.

In addition to any other rights and remedies available to us under this Agreement Moonrover reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) Moonrover determines or suspects that you have violated this Agreement, (ii) Moonrover receives any complaints about your participation in the Affiliate Program which Moonrover reasonably believes to violate this Agreement or(iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the eventof a material breach of this Agreement, Moonrover reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.

9.1 You must strictly comply with the federal CAN-SPAM Act of 2003 as amended or replaced, from time to time (the “Act”) and all other applicable anti-spam and data protection laws. All emails sent in connection with the Affiliate Program must include the appropriate opt-out link. From time to time, we may request – prior to your sending emails containing linking or referencing the Affiliate Program that you submit the final version of your email to Moonrover for approval by sending it to your Moonrover representative and upon receiving written approval from Moonrover of your email the email may be transmitted to third parties. It is solely your obligation to ensure that the email complies with the Act and applicable laws. You agree not to rely upon Moonrover’s approval of your email for compliance with the Act and applicable laws, or assert any claim that you are in compliance with the Act and applicable laws based upon Moonrover’s approval.

Without limiting the foregoing, You shall comply with the following requirements:

(1)  do not use false or misleading header information;

(2) do not use deceptive subject lines;

(3) identify the message as an ad;

(4) tell recipients where you are located;

(5) tell recipients how to opt out of receiving future email from you;

(6) honor opt-out requests promptly.

9.2 Affiliate represents and warrants that it fully complies with all applicable data protection laws and regulations (including but not limited to EU General Data Protection Regulation (collectively “Data protection laws”) and shall ensure that the following shall fully comply with the Data protection laws: (i) Affiliate’s internal security policies and procedures, encryption technology, personnel oversight and networks associated with the Personal Data that it collects, stores, maintains, utilizes and/or transfers; (ii) Affiliate’s record keeping practices in connection with Personal Data obtained, stored, utilized and/or transferred to third parties by Affiliate; (iii) Affiliate’s procedures for preventing a breach of Personal Data and responding in the event that a Personal Data breach occurs; (iv) Affiliate’s policies and procedures related to cross-border transfers of Personal Data; and (v) Affiliate’s policies for honoring the right of consumers to access, modify and delete their respective Personal Data records, including Affiliate’s policies regarding compelling third parties with which Affiliate has shared Personal Data to honor same.

9.3 Between You and us, You are sharing Personal Data in relation to the Agreement. You shall have the responsibility to obtain appropriate consents from the end users (data subjects) of the website for collecting and processing of Personal Data (including for the transfer of Personal Data). You hereby warrant that you have obtained of such consents and that your transfer of such Personal Data to us complies with the requirements of applicable Data protection laws (including GDPR).

You agree and acknowledge that You shall process Personal Data only for:

a) the purpose set forth in the Agreement; or

b) as otherwise agreed in writing between parties, provided such processing strictly complies with Data protection laws.

9.4 Affiliate shall defend, indemnify and hold us harmless and keep us indemnified, on demand from and against any and all actual or alleged claims and damages incurred by us as a result of Affiliate’s and/or its employees or representatives (including without limitation any sub-affiliates) unauthorized and/or unlawful data transfer or processing, or accidental loss, disclosure, destruction or damage to any our Data obtained from (or held by Affiliate or its personnel on behalf of) us, where such loss, disclosure, destruction or damage was carried out or incurred. Affiliate shall be liable for and shall indemnify us and its employees and agents from and against all damages (including non-material damage) which we may suffer consequent upon any breach by Affiliate of any Data protection laws.

9.5 You shall act in compliance with the Children’s Online Privacy Protection Act of 1998 as amended or replaced, from time to time (” COPPA”).

10.1 You are 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 Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Moonrover shall make all determinations about fraudulent activity in its sole discretion.

10.2 Without limiting the foregoing you shall not use nor authorize or encourage any third party to use Incent and Motivated traffic, any fraudulent, deceptive or other means to simulate, manipulate or increase impressions, views, taps, clicks or other user actions relating to any advertising campaigns (“Invalid Activity”), including, but not limited to, engaging in any of the following activities: (i) running of “robots”, “spiders” or other automated computer generated requests, (ii) encouraging Invalid Activity with offers of cash, prizes, incentives, gift cards, vouchers or anything of value, (iii) using a design in any Platform that encourages or is likely to lead to Invalid Activity or other unintended impressions, views, taps, clicks or other user actions, (iv) manipulating or misrepresenting device ids, geolocation or other user information; (v) hijacking of an end user’s device; or (vi) automatic advertisement refreshes. The determination of what constitutes Invalid Activity will be determined in our reasonable discretion. Affiliate confirms that it will not place any advertising materials on any website, application or other medium where the content of and/or material on such website, application or medium is libelous, discriminatory, obscene, unlawful, sexually explicit or violent or which is unsuitable including but not limited to online piracy, file sharing, and illegal streaming.

If such traffic is detected according to fraud technology or any system used by us or by the Client, we shall have the right to withhold the payment for the whole period. If Affiliate fails to comply with the requirements (geo, kpi, traffic sources, budget etc) we shall have the right to withhold the payment for such traffic.

10.3 Affiliate also shall not to use nor authorize or encourage any third party to use any traffic restricted under the relevant Offer.

Under no circumstances shall we be liable for unavailability and/or inactive condition of the Link, software, Web-Sites, technical failures, computer errors, information losses and other damages, costs relating to any technical or other failures that are out of reasonable control of Moonrover.

12.1 You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

12.2 You also represent, warrant and covenant that:

(1)            you have full legal power and authority under its organizational documents to enter into this Agreement;

(2)            you have full legal power and authority to grant, without reservation or restriction, to the other parties the rights, permissions, privileges and licenses granted under this Agreements;

(3)            you have full legal power and authority to perform all obligations contained in this Agreement;

(4)          you will fully comply with restrictions specified herein and you will not commit fraud;

(5)            performance of your obligations hereunder shall be in compliance with applicable laws and regulations.

In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective one (1) business day after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such one (1) business day period. Your continued participation in this Affiliate Program one (1) business day after a change notice has been posted will constitute your acceptance of such change. In addition, Moonrover may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from Moonrover to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliates part of the Affiliate Program.

You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.

Affiliate hereby agrees to indemnify, defend and hold harmless Moonrover and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate of the Links, Offers or Moonrover or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media.

THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MOONROVER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED ORSTATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MOONROVER DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. MOONROVER EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. MOONROVER DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

IN NO EVENT SHALL MOONROVER BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF MOONROVER. IN NO EVENT WILL MOONROVER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGESARE FORESEEABLE AND WHETHER OR NOT MOONROVER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. MOONROVER’S CUMULATIVELIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEEDTHE AMOUNTS PAID TO AFFILIATE BY MOONROVER IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

18.1 During the term of this Agreement (and continuing thereafter in respect of the Moonrover or Program Web Site Brands and the Moonrover or Program Web Site Data) the Affiliate shall immediately comply with any request made by Moonrover to adhere to and comply with this Agreement.

18.2 Parties agree and acknowledge that in the event of an (alleged or threatening) infringement or breach by the Affiliate of its obligations under this Agreement, the burden of proof is carried by the Affiliate. In other words, Moonrover carries the benefit of assumption and the Affiliate needs to provide and deliver sufficient and satisfactorily evidence (i.e. conclusive and irrefutable) in order to defend or reject a claim.

18.3 The Affiliate agrees and acknowledges that pending any compliance or implementation of the reasonable requests made by Moonrover or in the event that the Affiliate does not promptly comply with or adhere to all such requests of Moonrover under or pursuant to this Agreement, Moonrover shall be entitled to postpone its obligations under this Agreement or immediately terminate this Agreement.

18.4 Affiliate shall be responsible for the payment of all attorney’s fees and expenses incurred by Moonrover to enforce the terms of this Agreement.

18.5 This Agreement contains the entire agreement between Moonrover and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that Moonrover shall not be subject to or bound by any Affiliate online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Moonrover “clicks through” or otherwise indicates its acceptance thereof. In case Moonrover and Affiliate enter into different agreement and/or insertion order Affiliate’s obligations containing in such agreement and/or insertion order shall be cumulative and do not nullify Affiliate’s obligations herein to the benefit of Moonrover.

18.6 Affiliate may not assign all or any part of this Agreement without Moonrover’s prior written consent. Moonrover may assign this Agreement at any time with notice to Affiliate. Affiliate shall not issue any press release or make any other public communication with respect to this Agreement, your use of the content provided to you, or your participation in Affiliates Program.

18.7 This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto.

18.8 Any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed or performed after termination of this Agreement will survive the expiration or termination of this Agreement and remain binding upon and for benefit of both parties, their successors and permitted assigns.

18.9 Except as set forth in the “Modifications” section above, this Agreement may not be modified without the prior written consent of both parties.

18.10 If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.

18.11 Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.

18.12 Communications between parties may be made through account on Affiliate program, via email specified in such account and/or via another agreed between parties in writing and/or through the account method of communications. Any campaign details or any changes thereof, including but not limited to the advertising, tracking, target regions, price, budget, start and end dates and other related terms, can be added and/or adjusted via email or other method of communication as stated herein.

18.3 This Agreement shall be governed by the laws of the Republic of Seychelles, without regard to principles of conflict of laws, regardless of whether the laws of the Republic of Seychelles govern the parties’ other rights, remedies, liabilities, powers and duties. All disputes, differences or claims arising out of or in connection with the conclusion of this Agreement, its performance, termination, breach or invalidity shall be submitted to the competent court of the Republic of Seychelles.

By submitting and application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. This Agreement was last revised on 12th of April, 2019.