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Terms & Conditions Affiliates

for the online promotion of chat engagement offers (version of 1 January 2025)

This agreement (the Affiliate Agreement), version of 1 January 2025, as accepted by the Parties to the signed Insertion Order referencing its terms, is entered into on the date of the Insertion Order, by and between: 

  1. CKLIC SITES B.V., a limited liability company incorporated in the Netherlands and having its registered address at Herengracht 449A in (1017 BR) Amsterdam and registered with the local chamber of commerce (Kamer van Koophandel) under number 86502530 (“Hup”).
  2. THE PERSON OR COMPANY as detailed in the relevant signed Insertion who has signed up as an affiliate for the Hup affiliate network for the promotion of chat engagement offers (the Affiliate)

Hup and the Affiliate are also referred to individually as a Party and collectively as the Parties. 

WHEREAS

  1. Hup owns and runs an affiliate network which consists of an online marketing program that enables affiliates to promote chat engagement offers owned by Advertisers connected to the network.  
  2. The Affiliate has signed up for the Hup affiliate network and wishes to promote the Offers by Advertisers connected to the network in exchange for a Commission (the Services), all as set out in the relevant Insertion Order signed by the Parties. The Affiliate has explicitly accepted the applicability of this Affiliate Agreement to the Services and its own status as a Party to this Affiliate Agreement by signing the Insertion Order which references the Affiliate Agreement and declares it applicable. The applicability of any other terms or conditions commonly used by the Affiliate are herewith rejected and explicitly excluded.
  3. This Affiliate Agreement, together with the Insertion Order referencing its terms, shall govern the relationship between Hup and the Affiliate and sets out the terms and conditions under which the Affiliate, through the Hup Affiliate Network Site, shall promote Offers of Advertisers connected to the affiliate network. The Insertion Order together with a copy of this Affiliate Agreement has been sent to the Affiliate by e-mail. The most current version of the Affiliate Agreement can also be found on the website www.[-].com. By signing the Insertion Order, the Affiliate has confirmed that it has received and read both the Insertion Order and this Affiliate Agreement.
  4. Any questions, suggestions and complaints can be submitted by the Affiliate to Hup by sending an e-mail to [-] or through direct communications with the appointed affiliate manager. 

IT IS AGREED AS FOLLOWS

  1. Definitions and interpretation
    1. Definitions 
Ad Sitemeans the webpage(s) (or other type of online medium (including e-mail)) on which the Affiliate places the Advertising Material
Advertisermeans a legal or natural person who owns a chat engagement offer and who has engaged Hup for the provision of affiliate traffic through the Hup affiliate network. The Parties agree that an Advertiser may, at times, be a related party vis a vis Hup 
Advertiser Sitemeans the chat engagement website or other online medium owned or used by the Advertiser (or an entity affiliated with the Advertiser) which presents the Offer and to which the Affiliate directs its traffic 
Advertising Materialmeans banner ads, (pre)landers, pop ups and unders, hypertext and any other type of advertising material, including custom websites subject to licensing (white labels), used for its Services by the Affiliate in accordance with Clause 4  
Affiliatehas the meaning ascribed thereto in the heading of this Affiliate Agreement 
Affiliate Accountmeans the online area on the Hup Affiliate Network Site where the Affiliate can (inter alia) find its account details and Commission records 
Clausemeans a clause in this Affiliate Agreement
Commissionmeans the fee due to the Affiliate subsequent to Conversions 
Confidential Informationmeans all information (in whatever form or format and however stored, recorded, kept or preserved) disclosed or made available to the Affiliate or its Representatives, or otherwise accessed by the Affiliate or its Representatives, in connection with the Advertiser or with Hup or their Representatives, including in particular (without limitation): (i) any information that on being disclosed or made available, or otherwise accessed, is marked or otherwise designated as being confidential, or would be regarded as confidential by a reasonable business person; (ii) any trade secret (including, without limitation any trade secrets as referred to in article 2((1) of Directive (EU) 2016/943; (iii) any information, data or content in relation to: the business, affairs, customers, prospects, suppliers, employees, agents, affiliates, plans, intentions, market opportunities, transactions, creative material, any intellectual property, sales or finances of Hup or the Advertiser or their Representatives or any information in relation to their operations, processes, strategies, methods, products, services, prices, marketing, know-how, development, designs, code, techniques, technology, procedures, results, inventions, equipment, applications or softwarebut excluding any information in relation to the Advertiser or Hup and their Representatives that is publicly available or becomes publicly available otherwise than through disclosure by the Affiliate or its Representatives in breach of confidentiality duties; or information which the Parties agree in writing is not confidential or may be disclosed
Conversionmeans an action the occurrence of which may result in a Commission owed to the Affiliate, as set out, under the Revenue share model, in Clause 7.5 and under the ‘pay per sale’ model in Clause 7.4 and under the pay per Lead model, sub the definition of ‘Lead’ 
Event of Defaultmeans the occurrence of each of any of the following events:the Affiliate applies for bankruptcy (or a third party applies for the Affiliate’s bankruptcy) or any proceedings similar to a bankruptcy in the Affiliate’s jurisdiction the appointment of a receiver, trustee or custodian for all or any part of the property of Affiliate under any type of proceedings a breach of applicable laws by the Affiliate or of any undertaking, obligation or warranty under this Affiliate Agreement the Affiliate becomes (or is likely to become) the subject of bad press, a criminal, regulatory or other type of governmental investigation, or of any other occurrence which causes such reputational or legal concerns for Hup that it can no longer reasonably be expected to continue this Affiliate Agreement 
Hup Affiliate Network Sitemeans the website on which the Hup affiliate network is presented through which the Affiliate can sign up in order to provide its Services in exchange for (potential) Commissions
Insertion Ordermeans the signed document which (inter alia) sets out the scope of the Services, the details regarding the Commission and through which the Parties have accepted the applicability of this Affiliate Agreement to the Services
Leadmeans a Conversion which consists of the successful completion by a consumer of all the registration steps required by an Advertiser to effectively be registered as a member to the Advertiser Site. The Affiliate agrees that the registration steps may (inter alia) include a ‘double opt in’ requirement whereby the consumer must confirm his initial registration by subsequently clicking on a link which is sent to the consumer’s email account or other communication medium 
Offer(s)means the chat engagement product as offered by the Advertiser to consumers on the Advertiser Site and promoted by the Affiliate through the Hup affiliate network
Partiesmeans the parties to this Affiliate Agreement as set out in the heading of this Affiliate Agreement, including their successors and permitted assigns 
Representativesmeans in relation to either Party: any director, shareholder, stakeholder, employee, business partner, corporate (and other) service provider,  joint venture partner and – in relation to either Party – any other party who directly or indirectly controls or is controlled by, or is under common control with, such Party 
Revenuehas the meaning ascribed thereto in Clause 7.5
Serviceshas the meaning ascribed thereto in Recital B
  1. Interpretation 
    1. Reference to “include”, “includes” or “including” means including without limitation;
    2. Reference to ‘money’ shall include digital (crypto) currencies used in lieu of money;
    3. Words importing the singular include the plural and vice versa, words importing a gender include every gender; 
    4. The headings are inserted for convenience only and shall not affect the interpretation or construction of this document; 
    5. Reference to an article, sub-article, clause, sub-clause, paragraph, sub paragraph, annex, schedule or attachment are, unless indicated to the contrary, a reference to an article, sub-article, clause, sub-clause, paragraph, sub-paragraph, annex, schedule or attachment to this Affiliate Agreement;  
    6. A reference to any agreement (including this Affiliate Agreement) or other contract includes amendments, supplements and restatements made thereto from time to time; 
    7. Except as otherwise provided in this Affiliate Agreement, all periods of time set out in this Affiliate Agreement shall start on the day following the day on which the event triggering the relevant period of time occurred. The expiration date shall be included in the period of time. If the expiration date is not a business day, the expiration shall be the next business day.
  1. GENERAL 
    1. Hup, through its affiliate network, offers Advertisers access to the promotional talents of Affiliates who will promote an Advertiser’s Offer in accordance with (i) this Affiliate Agreement; (ii) the Insertion Order and (iii) all laws governing their promotional activities. The Advertisers may benefit from the Services through a likely increase in traffic to their Offers and the Affiliates may benefit through the likely earning of Commissions.
  2. GETTING STARTED
    1. After successfully signing up for the Hup affiliate network and signing the Insertion Order, the Affiliate shall be designated a unique affiliate tracking link. The purpose of this link is to enable Hup to effectively track and identify whether a new Conversion, which takes place on the Advertiser Site, originates from the promotional activities of the Affiliate. 
  3. THE ADVERTISING MATERIAL 
    1. Unless stated otherwise in the terms of a specific Offer on the Hup Affiliate Network Site or in the Insertion Order, the Affiliate may promote an Offer through the use of Advertising Material created by the Affiliate itself.  
    2. Any and all Advertising Material created and used by the Affiliate must comply with the terms (i.e. restrictions) of (i) this Affiliate Agreement; (ii) any specific terms (restrictions) recorded in the Insertion Order; (iii) and the terms (if any) recorded in the relevant section of the Offer on the Hup Affiliate Network Site. 
  4. THE AFFILIATE OBLIGATIONS AND REPONSIBILITIES – LEGAL & COMPLIANCE
    1. The Affiliate shall not (and warrants that its Representatives shall not):
      1. promote Offers in any jurisdiction (country) in the world where the Offer or the promotion thereof is unlawful. The Affiliate may solely promote the Offers in the jurisdictions (countries) communicated to the Affiliate on the Hup Affiliate Network Site or in the Insertion Order. The Affiliate acknowledges that any jurisdiction listed on the Hup Affiliate Network Site as geo’s for promotional services are listed thereon at the instruction and on behalf of the Advertiser. In any case, the Affiliate may not promote an Offer in a jurisdiction other than those listed on the Hup Affiliate Network Site; 
      2. display the Advertising Material on any webpage or other medium (or in connection with any content) which is directed at or accessible to individuals who are under 18 years old or, alternatively, under the legal age as applicable in the jurisdiction where the individuals reside. The Affiliate shall furthermore ensure that it communicates to its audience the legal age for participation in the promoted Offer. The Affiliate undertakes to actively monitor its audience and take appropriate technical and operational measures to prevent its promotional activities from access by individuals as set out in Clause 5.1b. If and insofar the Affiliate has reasonable grounds to assume that its promotional activities are directed at, or accessible by, individuals as listed in Clause 5.1b, it shall immediately cease its activities and take measures to protect said individuals from the promotional activities; 
      3. either explicitly or implicitly misrepresent to consumers the characteristics of an Offer. The main characteristic of the chat engagement Offers which an Affiliate shall promote consists of enabling consumers to chat with a non-real (i.e. fantasy) profile about adult and non-adult themes, whereby the fantasy profile image does not represent the person who is actually chatting with the consumer. It may also very well be that the chatting service is not performed at all by any person but instead is powered by artificial intelligence software. The Affiliate is obliged to ensure that its promotional activities pertaining to the Offers will not include any express or implied statements or the creation of any impression in any way which conflicts with the main characteristic of the Offers as described in this Clause 5.1c

this means, inter alia, that the Affiliate must refrain from any action or communication which would: 

  • provide consumers with the impression that they are chatting with the person represented by the profile image which depicts their fantasy natured conversational partner; 
  • provide consumers with the impression that they can go on a date with the person represented by the profile image or otherwise achieve any physical encounter with said person or any other person; 
  • provide consumers with the impression that they can have a relationship of any kind (whether or not including physical encounters) with the person represented by the profile image which depicts their fantasy natured conversational partner or any other person; 
  • provide consumers with the impression that the Advertiser Site presents a number of people who are online, at any moment, in proximity to the location where the consumer lives or resides with whom the consumer can enter into contact;   
  • engage any terminology or imagery or other type of media which conveys any of the above listed prohibited impressions, such as for example, but not limited to, variations of the term: ‘dating’, meeting people, any imagery or video or other medium of people kissing, holding hands or in any other way communicating a possibility of people physically depicted together; 
  1. promote an Offer in a manner which breaches this Affiliate Agreement, consumer rights laws, data protection laws, advertising codes and regulations, the terms and conditions of any (social media or other type of) platforms or of search engines or any other applicable laws or terms or guidelines applicable to the Affiliate’s promotional activities in the targeted jurisdictions. The Affiliate shall refrain from unfair, misleading or aggressive commercial practices which may unduly influence a consumer’s decision to participate in an Offer. As such, for example, the Affiliate shall not use any false or misleading statements to misrepresent the nature of an Offer; the costs involved in participating in an Offer or the advantages gained by participating in an Offer; 
  2. as part of the prohibitions set out in Clause 5.1d, engage in traffic generation through the (bulk or non-bulk) sending of unsolicited electronic messages (e-mail or otherwise) in a manner which violates applicable (spamming) laws. As such, in addition to the other requirements which govern the dissemination of unsolicited electronic messages under law, the Affiliate is obliged to secure a consumer’s informed, specific, unambiguous and freely given consent prior to sending said consumer any electronic messages as part of its promotion of the Offers. The Affiliate shall at all times refrain from using its own existing database of e-mail addresses (or that of a third party) for promoting any Offers; 
  3. directly or indirectly engage in any practice, through the use of bad faith, dishonest or fraudulent tactics including but not limited to the use of spiders, bots, phony (non-user generated) clicks, IP spoofing etc., which may artificially increase the number of Conversions, i.e. create Conversions which do not represent a consumer genuinely interested in the Offer, and by doing so fraudulently inflate the Commissions owed to the Affiliate by Hup; 
  4. engage any other natural or legal person (a sub-affiliate) to promote an Offer without the prior approval of Hup and without ensuring that said other natural or legal person shall comply with the same obligations as set out in this Affiliate Agreement; 
  5. purchase or register keywords (or any other type of search term) for use in any search engine, portal, social network or advertising service, which are similar to any registered or unregistered trademark or brand belonging to the Advertiser. Nor shall the Affiliate register any domain name or app with a name, logo or appearance which is confusingly similar to any registered or unregistered trademark or brand operated by the Advertiser;
  6. offer consumers any incentive or consideration or reward (not limited to money) in an effort to persuade them to click on the Advertising Material and access an Offer;  
  7. promote an Offer in any way other than through the deployment of the Advertising Material in accordance with this Affiliate Agreement and in languages which accord with the instructions of the Advertiser or otherwise approved by the Advertiser prior to usage; 
  8. in any way attempt to establish direct communications and a direct business relationship with an Advertiser for any reason including (but not limited to) circumventing (going around) Hup and directly selling its traffic to Advertiser without the facilitating role of the Hup Affiliate Network Site;  
  9. place the Advertising Material on any webpage in conjunction with or in connection to unlawful or inappropriate content such as for example: defamatory content; pirated content; content that is discriminatory, racist or may incite hate or violence towards any segment of the population; and content which in any way infringes the intellectual property rights of third parties; 
  10. In any way communicate that the Affiliate is acting in the name of Hup or state that, on any other ground, the Services are being performed by Hup. The Affiliate is however obliged to, at all times during the Services, clearly communicate to consumers the name of the Advertiser for whom the Services are being performed.   
  11. In case Hup, at its sole discretion, suspects or has established that the Affiliate has engaged in any practice which breaches any of the items listed in Clause 5.1, it shall have the right to, at its sole discretion, (i) immediately cancel the Affiliate Account and terminate this Affiliate Agreement; (ii) cancel any payments due to the Affiliate; and (iii) claim back any Commission already paid to the Affiliate as a result of any fraudulent practice, which Commission the Affiliate is obliged to return, including compensation for any losses or damages as a result of the Affiliate’s actual or suspected breach of Clause 5.1.
  1. HUP MONITORING RIGHTS
    1. Hup shall have the right, on an ongoing basis, to monitor the Affiliate’s promotional activities, including the Ad Site(s) and the Advertising Material, as used by the Affiliate, to assess whether the Affiliate is complying with the terms of this Affiliate Agreement. The Affiliate shall, at first demand, answer any questions and provide Hup with any information, cooperation and login information required for it to successfully conduct its monitoring rights pursuant to this Clause 6.1. 
  2. PAYMENT TERMS
    1. The Affiliate shall be paid an aggregate Commission based on either (i) a pay per Lead’; (ii) a Revenue share model; or a ‘pay per sale’ model (also known as cost per sale (‘CPS’)) in conformity with this Clause 7. If the Parties agree on a different pay out model (or a combination of the mentioned models), the details thereof will be agreed upon separately and attached to the Insertion Order. 
    2. The ‘pay per Lead’ model shall entitle the Affiliate to the payment of a Commission per Lead. The amount of the Commission per Lead, ex any applicable VAT or similar tax, shall be agreed upon by the Parties in the Insertion Order. The Affiliate herewith expressly acknowledges that the Commission per Lead will continuously depend on the Lead’s quality as solely determined by Hup. The Affiliate therefore expressly accepts that Hup shall have the right to change (i.e. decrease) the agreed Commission per Lead if it determines, at its sole discretion, that the quality of the generated Leads merits such decrease. An essential factor which may trigger a decrease of the Commission per Lead shall be the question whether the Lead conforms with all applicable terms and thus comprises a ‘qualified’ Lead which represents a consumer who is genuinely interested in the services offered on the Advertiser Site. 
    3. Any change (including a decrease) in the Commission per Lead shall be communicated by Hup to the Affiliate per e-mail or through the Hup Affiliate Network Site, whereby the Affiliate shall have a period of 48 hours to object to the proposed change before it takes effect. Any failure by the Affiliate to timely object to the proposed change in the Commission per Lead shall be deemed an acceptance thereof. An objection to a proposed Commission change shall give Hup the right to terminate this Affiliate Agreement with immediate effect and close the Affiliate’s account. 
    4. The ‘pay per sale’ model shall entitle the Affiliate to the payment of an agreed fixed Commission per sale. The amount of the Commission per sale, ex any applicable VAT or similar tax, shall be agreed upon by the Parties in the Insertion Order. Under the ‘pay per sale’ model, a sale consists of a deposit (a payment) by a consumer in exchange for the services offered on the Advertiser Site. 
    5. The Revenue share model shall entitle the Affiliate to a percentage of the Revenue earned by Hup on a monthly (or weekly or other periodic term) basis, all as set out in the relevant Insertion Order which will (among other things) include the revenue share percentages. The Revenue earned by Hup shall be defined as the total gross fee in a given term which is paid by the Advertiser to, and received by, Hup in relation to Conversions originating from the Affiliate. Under the Revenue share model, a Conversion consists of a deposit (a payment) by a consumer to purchase any service offered to it on the Advertiser Site. Without prejudice to Hup’s rights to terminate this Affiliate Agreement at any time and for any cause taking into consideration a notice period of 48 hours, the Parties agree that Hup shall be entitled to terminate the Affiliate Agreement in case the Affiliate’s Services, under the Revenue share model, have not generated any Conversions for a period of six months. 
    6. The Affiliate understands and acknowledges that the Revenue paid by Advertiser to Hup is the amount equalling Hup’s agreed percentage of the net-revenue of the Advertiser over any given term which remains after the deduction of any potential chargebacks and refunds (including fees) issued during that same term as well as of amounts withheld in reserve by the Advertiser’s payment service providers. Alternatively, Hup may, at its sole discretion, agree to any other different fee model for the provision of Hup’s services to Advertiser.  
    7. The aggregate Commission shall be paid out to the Affiliate either weekly, monthly or otherwise as agreed upon with the Affiliate in the Insertion Order. Under any model, Hup shall not be liable to pay out any Commission to the Affiliate unless and insofar Hup has first received payment of its own fee from the Advertiser in relation to the period over which the Commission is due. If, for whatever reason, Hup does not receive its own fee from the Advertiser timely and cannot pay the Affiliate within the agreed term, it shall ensure that the Affiliate is paid shortly after the fee from the Advertiser is received.  
    8. The aggregate Commission under any model shall be calculated based solely on the data in the systems and records of Hup and this calculation shall be final and binding. The aggregate Commission shall be paid out to the (bank)account which has been provided to Hup by the Affiliate in the Insertion Order. The Affiliate shall be liable for any inaccuracies in the provided account information. Any costs incurred by Hup as a result of inaccuracies in the account details provided by the Affiliate resulting in subsequent failed payments, shall be set off against any Commission due to the Affiliate during a following period. 
    9. The aggregate Commission shall only be paid to the Affiliate if it exceeds an amount of EUR 1000. Insofar the accrued aggregate Commission does not exceed this amount, payout shall be withheld and carried forward until it does. Should a period pass of two years without the aggregate Commission exceeding EUR 1000,- the amount shall be paid out shortly after the end of the two year period. 
    10. Insofar the aggregate Commission, irrespective of its amount, cannot be paid out for a period of two years because there are no (correct) account details available for an Affiliate and the Affiliate has not responded in spite of reasonable attempts by Hup to contact the Affiliate, the Affiliate shall be deemed to have forfeited the Commissions and Hup shall be entitled to cancel the payment and keep the funds.  
    11. Insofar the Affiliate disputes the amount of a paid aggregate Commission, the Affiliate shall communicate its concerns in writing, including the reasons why it disputes the amount, to Hup no later than seven days after the receipt of the aggregate Commission. If it fails to do so timely, the paid Commission will be deemed agreed upon. 
    12. The aggregate Commission shall be paid by Hup using one of the available payment options as agreed with the Affiliate in the Insertion Order. Hup shall carry no liability vis a vis the Affiliate if it fails to pay the aggregate Commission due to any issues (including the closure of its bank accounts) related to its good standing with its banks or payment service providers. In case there is no available banking facility to effect the payment, the payment of the aggregate Commission shall be postponed, without imposing any interest or costs on Hup, until the issue with the bank or payment service provider has been resolved. 
    13. All payments due under this Affiliate Agreement to the Affiliate shall be issued in EUR. Insofar applicable, any pay out to an Affiliate will be made inclusive of VAT. The Affiliate shall not be paid in digital (crypto) currencies. 
  3. INTELLECTUAL PROPERTY RIGHTS
    1. All the intellectual property rights pertaining to any Advertising Material which is uploaded onto the Hup Affiliate Program Site by the Advertiser for use by the Affiliate, shall remain the sole property of the relevant Advertiser or its licensor. The Affiliate shall have a non-exclusive, non-transferable royalty free license to display the Advertising Material on the Ad Site(s) for display in the jurisdictions (countries) designated by the Advertiser. 
    2. The Affiliate herewith grants Hup the right to use any Advertising Material of the Affiliate’s own creation for the purposes of sharing this with the Advertiser, whether or not through the Hup Affiliate Network Site and obtaining approval from the Advertiser for the same in order to enable the Affiliate to use said Advertising Material. This Clause 8.2 is only relevant insofar a specific Advertiser requires the use of pre-approved Advertising Material. 
    3. Upon termination of the Affiliate Agreement, the Affiliate undertakes to return to Hup all proprietary material owned by either the Advertiser or Hup and eliminate all remaining copies of the same anywhere on the Affiliate’s own servers or elsewhere. Furthermore, the Affiliate shall then, as soon as possible, deactivate all links on any of its websites (or other mediums) to the Advertiser Site.  
  4. WARRANTIES 
    1. The Affiliate makes the warranties under this Clause 9 on the date of this Affiliate Agreement (which equals the date of the Insertion Order) and on a continuous basis throughout its term:
      1. The Affiliate, in case of a legal person, warrants that it is validly existing and registered under the law of its jurisdiction and it has the power to carry on its business as conducted. It furthermore warrants that the information provided to Hup in the Insertion Order (including information on the Affiliate’s name, address and VAT number) is truthful and accurate. 
      2. The Affiliate warrants that the obligations assumed by it under this Affiliate Agreement are legal, binding and enforceable obligations and it has the power to enter into, perform or deliver, and has taken all necessary actions to authorize its entry into, performance and delivery of, this Affiliate Agreement and the transactions contemplated by this Affiliate Agreement.
      3. The Affiliate warrants that its entry into and performance of the obligations in this Affiliate Agreement do not and will not conflict with any applicable law or regulation or with any agreement or instrument binding on the Affiliate.
      4. The Affiliate warrants that it has obtained and will maintain through the term of this Affiliate Agreement any registration, authorizations, consent or license required to perform its obligations under this Affiliate Agreement, if any.
      5. The Affiliate warrants that it has to date not been subject to any bad press or to any criminal or regulatory investigation in any country in the world.
      6. The Affiliate warrants that it shall comply with: (i) this Affiliate Agreement and, with emphasis, its Clause 5 titled ‘the Affiliate Obligations and Responsibilities – Legal and Compliance’; and (ii) any and all laws applicable to its Services, including, but not limited to, consumer rights laws (including age verification laws), data protection laws and advertising codes and regulations.
      7. The Affiliate warrants that the natural persons acting on its behalf are at least 18 years of age and all information it has provided to Hup during the online onboarding process is true and accurate.
  1. LIABILITY 
    1. Hup and its Representatives shall carry no liability, on any ground, for losses or damages suffered by the Affiliate or its Representatives as a result of (i) defects, errors, interruptions or other malfunctioning of the Hup Affiliate Program Site, its software and systems (including its tracking systems); and (ii) any actions or omissions attributable to the Advertisers including faults or dysfunctionality in the Advertising Material. 
    2. Hup and its Representatives shall carry no liability vis a vis the Affiliate or its Representatives for any losses or damages in case the promotion of an Offer is deemed illegal in any of the jurisdictions (countries) designated by the Advertiser and accordingly listed on the Hup Affiliate Program Site and where the Affiliate provides its Services. 
    3. Hup and its Representatives shall carry no liability for any losses or damages of the Affiliate suffered as a consequence of any actual or suspected breach by the Advertiser of laws applicable to its operations, including any actual or suspected violations of the rights of third parties or of laws pertaining to the content, statements, marketing and billing methodology applied on the Advertiser Site or any other unlawful action or omission attributable to the Advertiser. 
    4. Hup and its Representatives shall carry no liability for any indirect or consequential damages suffered by the Affiliate or its Representatives as a result of any breach by Hup of this Affiliate Agreement or of any of its obligations in law or equity.
    5. The liability of Hup and its Representatives for any type of claim brought by the Affiliate or its Representatives, being a claim for damages, performance or dissolution or a combination thereof (in Dutch respectively: schadevergoeding (inclusief ex onrechtmatige daad), nakoming of ontbinding) or for any non-contractual (tort or otherwise) claim under law or equity related to this Affiliate Agreement or otherwise in any way related to the matters set out in this Affiliate Agreement, shall be limited to the amount, if any, paid out under its (their) professional liability insurance. Insofar the liability insurance shall not pay out any amount to the Affiliate (or in case there is no liability insurance), the cumulative liability of Hup and its Representatives shall be capped at the lower of EUR 7.500,- or the amount Hup has earned under its pay per Lead or Revenue share model with the Advertiser from traffic generated by the Affiliate over a period of six months prior to the event triggering the liability of Hup or its Representatives. 
    6. Hup shall apply best efforts to track the number of Conversions taking place on the Advertiser Site and accurately identify a Conversion as originating from the correct Affiliate who has referred the relevant consumer to the Advertiser Site. However, Hup and its Representatives shall not carry any liability vis a vis the Affiliate for any failure to correctly make such identification. 
    7. Hup and its Representatives shall not be liable to the Affiliate and its Representatives for any loss or damages due to a failure to perform its obligations under this Affiliate Agreement because of forces beyond its reasonable control (force majeure), such as (but not limited to) the enaction of new laws, pandemics, breakdowns of systems, loss of data, actions by banks and other financial institutions etc. Should any force majeure event occur and continue for a period longer than six months, then Hup shall have the right to terminate this Agreement with immediate event.
    8. All claims against Hup or its Representatives, regardless of its legal basis, shall expire after a period of one year passes from the date on which the Affiliate (or its Representatives) has become aware of, or reasonably could have become aware of, the claim or the damages and the potential liability of Hup or its Representatives for said damages. In all cases, claims shall expire after a period of two years from the date on which the relevant work (which gave rise to the claim) has been performed. 
  2. INDEMNIFICATION 
    1. The Affiliate shall indemnify (schadeloosstellen) and hold harmless (vrijwaren) Hup and its Representatives (together: the Indemnified), for and against all actions, claims, demands, fines, liabilities, losses, costs, fees (including reasonable fees of attorneys and other external advisers) damages and expenses suffered or incurred by or imposed upon or instituted against the Indemnified by any third party (being a consumer, private entity or governmental entity), resulting directly or indirectly from, or connected in any way to (i) any (alleged) breach, non-performance or non-observance by the Affiliate of its obligations and warranties under this Affiliate Agreement or (ii) any (alleged) breach of rights of third parties including but not restricted to intellectual property rights or; (iii) any (alleged) breach of the Affiliate’s obligations under any laws governing the Affiliate’s promotional activities, including (but not limited to) consumer rights laws, data protection laws and advertising codes and regulations; or (iv) any action or inaction by the Affiliate in any way related to the Services but not deemed by the complaining party as a breach of this Affiliate Agreement or of any applicable laws.   
  3. CONFIDENTIALITY 
    1. The Affiliate shall at all times keep any and all Confidential Information private and confidential. Without prejudice to the generality of the preceding sentence, and except with the prior written consent of Hup, or as expressly permitted in this Affiliate Agreement, the Affiliate shall, and shall procure that any and all of its Representatives shall: (i) not disclose, make available, publish, disseminate, divulge, reveal or share any Confidential Information in whole or in part to, for or with any third party who is not either a Representative of Hup or a Representative of the Affiliate in relation to whom the Affiliate has complied with the provisions of Clause 12.2 sub 2; (ii) not use, apply, employ, exploit, put to service, commercialise, monetise, reverse engineer, decompile, disassemble, transform, make any copies of, reduce to writing or otherwise record the Confidential Information in whole or in part except as strictly necessary for the purposes of Services; (iii) keep the Confidential Information in a safe and secure place and implement adequate security measures to safeguard the Confidential Information from any action as referred to in paragraphs (i) and (ii) of this Clause 12.2. or from entering into the public domain. 

Permissible Disclosures

  1. The Affiliate may disclose all or part of the Confidential Information to its Representatives who need to know the relevant Confidential Information for the purposes of the Services, on condition that the Affiliate: (i) will have informed each such Representative of the confidential nature of the Confidential Information prior to disclosing the relevant Confidential Information to the relevant Representative; (ii) will have entered into confidentiality arrangements with each such Representative which are at least as stringent as the arrangements of this Clause 12; and (iii) will procure that each such Representative will, in relation to any Confidential Information so disclosed, at all times comply with this Clause 12 as if it were the Affiliate, irrespective of whether confidentiality arrangements as referred to in point (ii) have validly been agreed with the relevant Representative. 
  2. The Affiliate may disclose Confidential Information to the extent reasonably required due to: (i) any defence of the Affiliate in any proceedings against Hup for the enforcement of this Affiliate Agreement; (ii) any law to which the Affiliate or the relevant Representative is subject; (iii) any governmental authority, regulatory authority, supervisory authority or judicial authority (including any court) having jurisdiction over the Affiliate or the Representative  – all provided that, to the extent it is legally permitted to do so, the Affiliate shall give Hup notice of the relevant disclosure and, where notice of disclosure is not prohibited and is given in accordance with this Clause 12.3, the Company takes into account the reasonable requests of Hup in relation to the content of such disclosure. 

Return of Confidential Information

  1. At the written request of Hup, the Affiliate and its Representatives shall forthwith: (i) return c.q. transfer any and all Confidential Information to Hup; or (ii) destroy any and all Confidential Information and, if so requested, provide written confirmation of the destruction of the Confidential Information to Hup. This Clause 12.4 shall not apply to the extent that a) the Affiliate is required to retain the relevant Confidential Information by any law or authority as referred to in Clause 12.4; or b) the relevant Confidential Information is archived in any automatic backups in the Affiliate’s systems from which it cannot reasonable be extracted or deleted. 
  2. Expiration or termination of this Agreement for whatever reason shall not affect the Affiliate’s confidentiality obligations as set forth in this Clause 12.
  3. For the avoidance of doubt, the Affiliate and its Representatives shall be prohibited, under any circumstance, from disclosing any information regarding Hup (regardless of whether the information qualifies as Confidential Information) to journalists, bloggers or other members of the media and/or owners of (online) publications. In case of any approach by journalists and the other aforementioned categories of individuals, the Affiliate and its Representatives shall provide no comment and immediately notify Hup of the said approach. 
  1. TERM AND TERMINATION 
    1. This Affiliate Agreement shall commence on the date of the relevant signed Insertion Order referencing the Affiliate Agreement. It shall remain in force for as long as the Affiliate continues to provide its Services through the Hup Affiliate Network Site. 
    2. The Parties may at any time terminate this Affiliate Agreement in mutual agreement with immediate effect. In addition, either Party shall be entitled to terminate this Affiliate Agreement at any time, without cause, taking into consideration a notice period of 48 hours.  
    3. Hup shall be entitled to terminate this Affiliate Agreement at any time with immediate effect in case of an Event of Default. 
    4. Hup may, pursuant to instructions from the Advertiser, request the Advertiser to (temporarily) pause its promotional activities for any reason. The Affiliate shall then at its earliest ability, or in any case, within ultimately 24 hours halt all its promotional activities in relation to the Advertiser’s Offer(s) until instructed otherwise by Hup. 
  2. AMENDMENTS AND WAIVER
    1. Hup shall be entitled to unilaterally amend this Affiliate Agreement. It shall notify the Affiliate of any amendment by sending a notification e-mail to the Affiliate. Subject to any legal or operational requirement justifying a shorter term for entry into force, the amendment shall take effect vis a vis the Affiliate after a period of ten working days from the date on which the initial notification e-mail was sent to the Affiliate, unless the Affiliate rejects the amendment before the termination of the applied term. In case of a rejection, the Affiliate shall be deemed to have terminated the Affiliate Agreement with effect from the date on which the amendment shall enter into force vis a vis the Affiliate. Any amendments to this Affiliate Agreement will be included in the most current version of the Affiliate Agreement which can be found on www.[-].com.
    2. A waiver of any right under this Affiliate Agreement shall only be effective if given in writing and executed by or on behalf of the Party giving the waiver and shall not be deemed a waiver of any right or remedy in respect of any subsequent breach of default. 
  3. ASSIGNMENT
    1. The Affiliate may not assign, otherwise transfer or encumber its rights and obligations under this Affiliate Agreement without the prior written consent of Hup. Hup shall be entitled to assign, otherwise transfer or encumber its rights and obligations under this Affiliate Agreement at any time. 
  4. NO THIRD-PARTY BENEFICIARIES
    1. This Affiliate Agreement is concluded for the benefit of the Parties and their respective successors and permitted assigns, and nothing in this Affiliate Agreement is intended to or implicitly confers upon any other person any right, benefit or remedy of any nature whatsoever, except to the extent explicitly stated in this Affiliate Agreement. In the event that any third-party stipulation contained in this Affiliate Agreement is accepted by any third party, such third party will not become a party to this Affiliate Agreement. 
  1. SEVERABILITY
    1. If any Clause of this Affiliate Agreement, or the application thereof to any Party or circumstance, is held to be illegal, invalid or unenforceable in whole or in part under any law, then such provision shall to that extent be deemed not to form part of this Affiliate Agreement and, to the extent reasonably possible, replaced by the Parties with a legal, valid and enforceable provision that, seen in the context of this Affiliate Agreement as a whole, achieves as closely as possible the intention of the Parties under this Affiliate Agreement, without affecting the legality, validity and enforceability of the remainder of this Affiliate Agreement.
  2. GOVERNING LAW AND JURISDICTION 
    1. This Affiliate Agreement and any non-contractual obligations arising out of it or in connection with it are governed by and shall be construed in accordance with the laws of the Netherlands. 
    2. Any disputes arising out of or in connection with this Affiliate Agreement, including regarding the existence or validity of this Affiliate Agreement, and any non-contractual obligations arising out of or in connection with this Affiliate Agreement, are subject to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.