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] (hereinafter referred to as the "Affiliate").
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”.
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:
1.1. Appointment of Affiliate
1.2. Affiliate Obligations
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. The commission shall be accrued during the term hereof for each referred client limited by 1 year after first payment by the respective client.
2.1.2. The commission shall be:
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.
2.1.5. If the payment from the client is received in other currency than US dollars, the Merchant converts it to US dollars according to the market rate at the last day of the reporting month.
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 US dollars, 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]. The Parties do not sign acceptance certificates.
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.
3.1. 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.
4.1. 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.
5.1. 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.
6.1. 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.
7.1. 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.
8.1. 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 Hong Kong, 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.
9.1. 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:
Just eSIM Limited
Tower B, New Mandarin Plaza, 14 Science Museum Road, Tsimshatsui East, Kowloon,
Hong Kong
[email protected]
If to the Affiliate:
the contacts specified by the Affiliate in an email sent to [email protected]