Affiliate Agreement
This Affiliate Agreement (the "Agreement") is entered into by and between
Just eSIM Limited, with its principal place of business at Tower B, New
Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon, Hong
Kong, registration number 3167139 (hereinafter referred to as the
"Merchant"), and any eligible person or entity registered by applying to
[email protected]
Registration on the said email constitutes full adherence of the terms
hereof by the Affiliate. The date registration and entering this Agreement
is further referred to as “Effective Date”.
Recitals WHEREAS, the Merchant operates the services under Just eSIM brand;
WHEREAS, the Affiliate possesses the necessary resources, skills, and
capabilities to effectively market and promote the Merchant services;
WHEREAS, the Merchant desires to engage the Affiliate to refer and attract
new clients to utilize the Merchant services;
WHEREAS, the parties intend to establish the terms and conditions governing
their relationship as it pertains to the promotion and referral of clients
for the Merchant services;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. Appointment and Obligations 1.1. Appointment of Affiliate
1.1.1. The Merchant appoints the Affiliate as a non-exclusive affiliate
for the purpose of promoting and referring potential clients to utilize the
services under Just eSIM brand provided by the Merchant (the “Merchant Services”),
subject to the terms and conditions set forth in this Agreement.
1.1.2. The Merchant shall provide the Affiliate with a registration
link or code to be used by the clients referred by the Affiliate in order to
account for Affiliate’s commission.
1.2. Affiliate Obligations
1.2.1. The Affiliate agrees to use its best efforts to actively promote
and market the Merchant Services to potential clients through various marketing
channels, in accordance with applicable laws and regulations.
1.2.2. The Affiliate shall:
1.2.2.1. Adhere to the Merchant's guidelines and marketing instructions
provided from time to time, ensuring compliance with the quality standards
set by the Merchant.
1.2.2.2. Use commercially reasonable efforts to attract and refer
potential clients to the Merchant Services, utilizing approved marketing
materials and methods provided by the Merchant or approved by the Merchant
in writing.
1.2.2.3. Conduct all marketing activities in an ethical and lawful
manner, avoiding any misleading, false, or deceptive practices.
1.2.2.4. Provide accurate and up-to-date information to potential
clients regarding the Merchant Services, including any applicable terms,
conditions, and fees.
1.2.2.5. Promptly inform the Merchant of any feedback, inquiries,
or issues raised by potential clients referred by the Affiliate.
1.2.2.6. Maintain the necessary resources, skills, and knowledge to
effectively promote and refer clients to the Merchant Services, attending
to any training or updates provided by the Merchant.
1.2.3. The Affiliate shall not:
1.2.3.1. Engage in any activities that may harm the reputation or
integrity of the Merchant or the Merchant Service.
1.2.3.2. Engage in any fraudulent, illegal, or unethical practices
in connection with the promotion or referral of clients to the Merchant Service.
1.2.3.3. Make any representations, warranties, or guarantees on behalf
of the Merchant without the Merchant's prior written consent.
1.2.3.4. Modify or alter any marketing materials or intellectual property
provided by the Merchant without the Merchant's prior written consent.
2. Commission and Payments 2.1. Commission Structure
2.1.1. In consideration for the Affiliate's promotional efforts and
successful referrals resulting in clients utilizing and paying for the Merchant
Services, the Merchant agrees to pay the Affiliate a commission as outlined
in this section.
2.1.2. The commission shall be (a) 10% of the overall turnover of the
fees paid by the referred client to the Merchant, or (b) 50% of the net profit
of the Merchant from the fees paid by the referred client to the Merchant.
Any of these two options shall be chosen by the Affiliate prior to commencement
of the Affiliate’s services.
2.1.3. The commissions is exclusive of any taxes, refunds, chargebacks,
or other deductions incurred by the Merchant.
2.1.4. The commission shall be recalculated in case of chargebacks and
refunds.
2.2. Payment Terms
2.2.1. The Merchant shall make commission payments to the Affiliate
on a monthly basis, within 30 days following the end of each month. Payment
may be made by a third party designated by the Merchant.
2.2.2. Payment shall be made to the Affiliate's designated payment method
or account specified in writing by the Affiliate to the Merchant’s email.
2.2.3. The minimum payment threshold equals 50 euro, below which commissions
will be accrued and carried over to the subsequent payment period until the
threshold is met.
2.2.4. The commission of the Affiliate includes all costs of the Affiliated
related to performance of the Agreement.
2.2.5. The Affiliate is responsible for providing accurate and up-to-date
payment details to the Merchant and ensuring that the payment method or account
is valid and accessible.
2.2.6. The Merchant shall not pay and may demand compensation for the
fraudulent or refunded transactions.
2.2.7. If the Affiliate is the resident of the Russian Federation, the
currency of the Agreement is Russian ruble, and payments are made according
to the exchange rate of the Central Bank of the Russian Federation on the date
of issuing the invoice.
2.2.8. The invoices are issued electronically by sending the invoice
to
[email protected]
2.3. Payment Disputes
2.3.1. In the event of a dispute regarding the commission calculation
or payment, the parties agree to promptly engage in good-faith discussions
to resolve the dispute amicably. The Merchant shall suspend any outstanding
payments to the Affiliate until the payment dispute is resolved.
2.3.2. If a dispute cannot be resolved through negotiations, either
party may escalate the matter to formal dispute resolution mechanisms as outlined
below.
3. Marketing and Promotion 3.1. Permitted Marketing Activities
3.1.1. The Affiliate shall engage in marketing and promotional activities
to attract potential clients to utilize the Merchant Services. However, such
activities must be conducted in compliance with applicable laws, regulations,
and industry standards.
3.1.2. The Merchant may provide the Affiliate with approved marketing
materials, including but not limited to banners, text links, logos, and other
creative assets, which may be used for promoting the Merchant Services.
3.1.3. The Affiliate shall only use the approved marketing materials
provided by the Merchant or approved in writing by the Merchant. Any modifications
or alterations to the marketing materials require the prior written consent
of the Merchant.
3.2. Marketing Guidelines
3.2.1. The Affiliate shall adhere to the marketing guidelines provided
by the Merchant, including any instructions related to the placement, size,
and positioning of marketing materials.
3.2.2. The Affiliate shall ensure that all marketing activities accurately
represent the Merchant Services and do not mislead or deceive potential clients.
3.2.3. The Affiliate shall comply with all applicable laws, regulations,
and industry guidelines regarding advertising, data protection, privacy, and
consumer rights.
3.2.4. The Affiliate shall display appropriate disclosures or disclaimers
as required by applicable laws and regulations.
3.3. Prohibited Activities
3.3.1. The Affiliate shall not engage in any activities that may harm
the reputation or integrity of the Merchant, including but not limited to:
3.3.1.1. Spamming, unsolicited communication, or any form of intrusive
marketing practices.
3.3.1.2. Engaging in misleading, deceptive, or fraudulent marketing
techniques.
3.3.1.3. Engaging in activities that violate intellectual property
rights, including unauthorized use of trademarks, logos, or copyrighted materials.
3.3.1.4. Promoting or advertising the Merchant Services on websites
or platforms that contain illegal, objectionable, or inappropriate content.
3.3.1.5. The Affiliate shall promptly comply with any requests or
instructions from the Merchant to modify or cease specific marketing activities
that are deemed non-compliant or detrimental to the Merchant's interests.
4. Intellectual Property 4.1. Ownership
4.1.1. All intellectual property rights, including but not limited to
trademarks, service marks, logos, trade names, copyrights, and any other proprietary
rights associated with the Merchant Services and marketing materials provided
by the Merchant, shall remain the exclusive property of the Merchant.
4.1.2. The Affiliate acknowledges and agrees that it does not acquire
any ownership rights or licenses to the Merchant's intellectual property through
this Agreement.
4.2. Use of Intellectual Property
4.2.1. The Merchant grants the Affiliate a limited, non-exclusive, non-transferable,
revocable license to use the Merchant's intellectual property solely for the
purpose of promoting and referring clients to the Merchant Services in accordance
with this Agreement.
4.2.2. The Affiliate shall only use the Merchant's intellectual property
in the manner and to the extent expressly authorized by the Merchant and in
compliance with the guidelines provided by the Merchant.
4.2.3. The Affiliate shall not modify, alter, or reproduce the Merchant's
intellectual property without the prior written consent of the Merchant.
4.2.4. The Affiliate may create its own materials for the purpose of
promotion of the Merchant Services subject to Merchant’s approval. Intellectual
property rights and title to such materials shall be sole and exclusive property
of the Merchant and shall be vested in the Merchant immediately upon creation.
4.3. Protection of Intellectual Property
4.3.1. The Affiliate agrees to take all necessary measures to protect
the Merchant's intellectual property from unauthorized use, disclosure, or
infringement.
4.3.2. The Affiliate shall promptly notify the Merchant of any suspected
or actual infringement of the Merchant's intellectual property rights that
comes to the Affiliate's attention.
4.3.3. In the event of an infringement or suspected infringement, the
Merchant reserves the right to take appropriate legal action to enforce and
protect its intellectual property rights, and the Affiliate shall fully cooperate
with such efforts.
5. Confidentiality 5.1. Confidential Information
5.1.1. The Merchant may disclose certain confidential and proprietary
information to the Affiliate in connection with this Agreement ("Confidential
Information"). For the purposes of this Agreement, Confidential Information
includes (but not limited to) personal data of the Merchant’s clients and the
information and materials developed and/or provided by the Affiliate to the
Merchant, as well as information collected or developed for the benefit of
the Merchant.
5.1.2. The Affiliate agrees to maintain the confidentiality of the Merchant’s
Confidential Information and to use it solely for the purposes of fulfilling
its obligations under this Agreement.
5.2. Confidentiality Obligations
5.2.1. The Affiliate shall:
5.2.2. Exercise all necessary measures to protect the confidentiality
of the Merchant's Confidential Information.
5.2.3. Not disclose the Marchant’s Confidential Information to any third
party without the prior written consent of the Merchant, except as expressly
permitted under this Agreement.
5.2.4. Limit access to the Merchant's Confidential Information to only
those employees who have a need to know and are bound by confidentiality obligations.
5.2.5. Provide the list of all recipients of Confidential Information
by the Merchant’s request.
5.2.6. The confidentiality obligations set forth in this section shall
not apply to information that:
5.2.6.1. Is already known to the Affiliate at the time of disclosure,
as evidenced by written records.
5.2.6.2. Becomes publicly available through no fault of the Affiliate.
5.2.6.3. Is rightfully obtained by the Affiliate from a third party
without breach of any confidentiality obligations.
5.3. Return of Confidential Information
5.3.1. Upon termination or expiration of this Agreement, the Affiliate
shall promptly return all copies of the Merchant's Confidential Information
to the Merchant, unless otherwise agreed in writing.
6. Term and Termination 6.1. Agreement Term
6.1.1. This Agreement shall commence on for 12 months. Upon expiration
of each 12 month the Agreement is automatically extended for each successive
12 months period.
6.2. Termination for Convenience
6.2.1. Either party may terminate this Agreement unilaterally upon 10
days' prior email notice to the other party.
6.3. Termination for Cause
6.3.1. The Merchant may terminate this Agreement immediately upon written
notice to the Affiliate if the Affiliate commits a material breach of any provision
of this Agreement and fails to remedy such breach within 3 days after receipt
of written notice specifying the breach.
6.4. Effect of Termination
6.4.1. Upon termination of this Agreement:
6.4.1.1. The Affiliate shall immediately cease all marketing and promotional
activities related to the Merchant Services.
6.4.1.2. The Affiliate shall remove any marketing materials, links,
or references to the Merchant Service from its websites, social media platforms,
and other promotional channels.
6.4.1.3. Any accrued but unpaid commissions earned by the Affiliate
as of the effective date of termination shall be payable by the Merchant
within 30 days after termination.
6.4.1.4. The provisions of Sections 4, 5, and 7 of this Agreement
shall survive the termination or expiration of this Agreement.
7. Limitation of Liability and Indemnification 7.1. Limitation of Liability
7.1.1. To the maximum extent permitted by applicable law, the Merchant
shall not be liable to the Affiliate for any indirect, incidental, consequential,
special, or punitive damages arising out of or in connection with this Agreement,
regardless of the cause of action or theory of liability.
7.1.2. The total aggregate liability of the Merchant for any claim arising
out of or in connection with this Agreement, whether in contract, tort, or
otherwise, shall be limited to the total commissions paid or payable to the
Affiliate under this Agreement in the 3 month period preceding the event giving
rise to the liability.
7.2. Indemnification
7.2.1. The Affiliate agrees to indemnify, defend, and hold harmless
the Merchant and its officers, directors, employees, agents, successors, and
assigns from and against any and all claims, damages, liabilities, costs, and
expenses (including reasonable legal fees) arising out of or in connection
with:
7.2.1.1. The Affiliate's breach of any provision of this Agreement.
7.2.1.2. The Affiliate's negligent or willful acts or omissions in
promoting or referring clients to the Merchant Services.
7.2.1.3. Any claims or disputes between the Affiliate and any third
party arising from the Affiliate's marketing activities or the representations
made by the Affiliate.
8. Governing Law and Dispute Resolution 8.1. Governing Law
8.1.1. All matters arising in connection with or relating to this Agreement
shall be governed by and resolved in accordance with the laws of England and
Wales, without regard to any conflict of laws provisions.
8.2. Dispute Resolution
8.2.1. Any disputes arising out of or in connection with this Agreement
shall be referred to and finally resolved by arbitration administered by the
Hong Kong International Arbitration Centre under the Hong Kong International
Arbitration Centre Administered Arbitration rules in force when the notice
of arbitration is submitted. The seat of arbitration shall be Hong Kong. The
number of arbitrators shall be one. The arbitration proceedings shall be conducted
in English.
8.3. Waiver of Jury Trial
8.3.1. Each party waives any right to a trial by jury in any action,
proceeding, or counterclaim brought by either party against the other arising
out of or in any way connected with this Agreement.
9. Miscellaneous 9.1. Entire Agreement
9.1.1. This Agreement, including any addenda or attachments hereto,
constitutes the entire agreement between the parties with respect to the subject
matter hereof and supersedes all prior agreements, understandings, and representations,
whether oral or written.
9.2. Amendments
9.2.1. This Agreement may be modified by the Merchant unilaterally by
posting a new version on https://justesim.com/en/aa . The Affiliate shall independently review each new version.
9.3. Assignment
9.3.1. The Affiliate may not assign or transfer any rights or obligations
under this Agreement without the prior written consent of the Merchant. The
Merchant may assign or transfer its rights and obligations under this Agreement
to any third party, affiliated entity or successor in interest.
9.4. Third Party Rights
9.4.1. Unless it expressly states otherwise, this Agreement does not
confer any rights on any person or third party other than the parties to this
Agreement and, where applicable, their successors and permitted assigns. Unless
it expressly states otherwise, this Agreement does not give rise to any rights
under the Contracts (Rights of Third Parties) Act 1999 to enforce any term
of this Agreement.
9.5. Severability and Language
9.5.1. If any provision of this Agreement is held to be invalid, illegal,
or unenforceable, the remaining provisions shall continue in full force and
effect.
9.5.2. This Agreement is made in English. Versions in other languages
are for reference only.
9.6. Notices
9.6.1. All notices, requests, demands, or other communications required
or permitted under this Agreement shall be in writing and shall be deemed given
when delivered personally, sent by email, sent by registered or certified mail,
postage prepaid, or by reputable overnight courier service, to the addresses
specified below:
If to the Merchant:[email protected]
If to the Affiliate:[email protected]