Terms & Conditions - LiveUnicorns Affiliate Program
By signing up to be an affiliate you agree to be bound by the following terms and conditions (the “Terms”) that govern your participation in LiveUnicorns’s affiliate program (the “Program” or the “Affiliate Program”) accessible through this website, between LiveUnicorns ltd 1309 Coffeen Avenue STE 1200, Sheridan, WY 82901, Wyoming, United States (“LiveUnicorns”, “us”, or “we”, “our”), and you (“you”, “your” or “Affiliate”).
The Program Terms are governed by LiveUnicorns general Terms and Conditions. The Program Terms and the General Terms are together referred to as the “Agreement”. Please ensure that you read the Agreement carefully and make sure that you understand the content before signing up. In the event of any inconsistency between the Program Terms and General Terms, the terms of this Program shall prevail. Furthermore, each Program offer (an “Offer”) may be for any offering by LiveUnicorns or a third party (each such third party a “Client”) and may link to a specific website for that particular Offer or other websites of LiveUnicorns (“Program Website”). Each Offer and its accompanying documents may have additional terms and conditions on pages within the Program and forms a part of this Agreement.
The following LiveUnicorns products participate in the Program:
LiveUnicorns Affiliates; and
LiveUnicorns reserve the right to include to the Program additional products in our sole discretion at any time given.
The LiveUnicorns entity which you are contracting with under these Program Terms is LiveUnicorns B.V.
APPROVAL OR REJECTION OF THE APPLICATION
1.1. In order to enroll in the Program, you must submit an Affiliate Program application form on our website (https://affiliates.liveunicorns.com/) or direct Affise sign up link (https://liveunicorns.affise.com/v2/sign/up). You must accurately complete the application form to become an affiliate. You must provide your legal full name and any other contact information requested in order to complete the application process. In the event that your contact information changes, you must provide us with updates immediately after they change.
1.2. We will notify you of your acceptance or rejection to the Program after our review of your application form. Generally, we will notify you within two (2) business days after you submit the application form. LiveUnicorns reserves the right at our sole discretion and for any reason to accept or reject your application.
LINKS AND PROMOTION
2.1. If LiveUnicorns accept your application and you qualify and agree to participate as an Affiliate, you will become an Affiliate. Thus, we will make available graphic and textual links and accesses to the Program Website (collectively, “Links”) and/or other creative materials to you via the Program.
2.2. The Links must be used to identify you when placing the Links on the websites owned or controlled by you, in e-mails sent by you and/or in online advertisements (collectively, “Media”). The Links will serve to identify you as a member of our Program and will establish a connection from your Media to the Program Website. The Links may connect to any area of our websites (albeit Commissions will only be issued for Qualified Actions).
2.3. When using the Links, you agree that you will reasonably cooperate with LiveUnicorns in order to establish and maintain such Links. All Affiliate websites must display the Links, including, but not limited to, graphical/or textual images, appearance in relevant sections of their websites.
2.4. LiveUnicorns reserves the right to change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner advertisement in connection with the Link. Any request from LiveUnicorns to remove, alter or modify any Link, graphic or banner advertisement that is being used by you as part of the Program must promptly be implemented by you.
2.5. When a user follows your Link to the Program Website, LiveUnicorns place a tracking cookie on that user’s computer or mobile device. The tracking cookie will be used to identify that user as a referral from you, provided that the user creates an account (including a free account) on LiveUnicorns’s website within thirty (30) days after which the cookie expires. In the event that the user uses another computer or mobile device to create an account on LiveUnicorns’s website or deletes the tracking cookie before creating the account we shall have no liability to pay to you any Commission in respect of any LiveUnicorns services purchased by that user.
2.6. You may not:
without the knowledge of the users of your Media and your websites use cookie stuffing techniques that set the Affiliate tracking cookie (e.g., iframe); and
post any refunds, credits or discounts, or other similar content concerning LiveUnicorns, unless we have given you prior written consent in each instance. Affiliates must only use coupons and discounts that are provided exclusively through the Program using banners and links.
2.7. Each Link connecting users of your Media and/or your website to the relevant area of LiveUnicorns’s websites shall in no way alter the look, feel, or functionality of LiveUnicorns’s websites. Any violations of the terms surrounding links, other links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement. This may result in your termination from the Program and/or withholding of Commissions.
3.1. As an Affiliate you must comply with all obligations, requirements and restrictions under this Agreement and applicable law, rules and regulations, including but without limitation in relation to your business, Media or your use of the Links, throughout the entirety of the period of this Agreement.
3.2. The Affiliate shall have sole responsibility for the development, operation, and maintenance of and all content on or linked to your Media.
3.3. The Affiliate shall disclose commercial relationships between you, your Media and LiveUnicorns and explicitly identify advertising and paid promotions. Review sites must explicitly state how reviews are composed and checked.
3.4. The Affiliate shall ensure that all materials posted on your Media or otherwise used in connection with the Program:
comply with the requirements of applicable law and are not illegal;
do not infringe any rights of third parties, including, without limitation, intellectual property, personality and publicity rights;
do not contain ethically unacceptable content, creative materials or copy (including, but not limited to keywords, terms, metatags, descriptions and web designs, etc.);
do not contain, create, promote or link to any content which is in any way deceptive and does not represent actual and accurate information about LiveUnicorns and its products or services; and
do not contain, create, promote or link to any material which is harmful, threatening, calumnious, obscene, sexually explicit, harassing, promotes violence, discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), illegal activities (such as gambling), contains swear word, and/or do not otherwise contain any material which (as informed by LiveUnicorns to you) LiveUnicorns considers offensive (collectively, “Offensive Content”).
3.5. Unless approved prior in writing by LiveUnicorns, the Affiliate shall not make any representations, warranties or other statements concerning LiveUnicorns or Client, or any of their respective products or services.
3.6. The Affiliate shall not promulgate information that does not correspond to reality and/or any other allegations that damages the reputation of LiveUnicorns and each of its parents, subsidiaries, affiliates, their principals, directors, officers, partners, agents, employees, and assignees, whether or not such information/allegations relate to this Agreement or Program.
3.7. The Affiliate must ensure that the Affiliate’s Media does not copy or resemble the look, feel and/or the graphic identification of the Program Website or create the impression that the Affiliate or the Affiliate’s Media is part of or supported by LiveUnicorns or Client, or is a part of the Program Website, without prior written permission from LiveUnicorns.
3.8. The Affiliate shall comply with the conditions, terms, policies, and guidelines of any third-party services used by you in connection with this Agreement and the Program, including, but not limited to, e-mail providers, social networking services and advertising networks.
3.11. The Affiliate shall always prominently post and make available to your end-users any terms and conditions in connection with the offer set forth by LiveUnicorns or Client, or as required by applicable law regarding such offers.
3.12. The Affiliate must ensure to not place LiveUnicorns ads on any online auction platform (including, but not limited to, eBay, Amazon, etc.).
3.13. The Affiliate must be transparent to LiveUnicorns in relation to the Affiliates actions under the Program. If the Affiliate are planning any action that does not fully comply with the usual business practice and/or the Affiliate feel that their actions might violate this Agreement or applicable law, the Affiliate must consult the Affiliate account manager.
4.1. LiveUnicorns will pay you a “Commission” for each Qualified Action. A “Qualified Action” is counted when all of the following actions are performed:
an individual person accesses the Program Website via the Link;
pre-populated fields are not used;
individual completes all of the information required for accessing the LiveUnicorns service within the time period permitted by LiveUnicorns;
individual purchases LiveUnicorns service(s); and
individual does not require a refund, chargeback or cancellation within thirty (30) days after the completion of such purchase.
4.2. The actions that do not satisfy the conditions for the Qualified Actions stated in this Clause 4.1, are not considered a Qualified Action. These actions include, but are not limited to, the following cases:
the Program Website is accessed by 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;
the access is later determined by LiveUnicorns to be fraudulent, incomplete, unqualified or a duplicate; and
the actions performed by the Affiliate violate this Agreement, (including, but not limited to, the obligations of the Affiliate stipulated herein) and/or the requirements of the applicable law.
4.3. LiveUnicorns reserves the right to, in some specifically identified cases, at LiveUnicorns’s sole discretion, offer payouts for free individual
registrations. In such cases, the Qualified Action is counted when all of the following actions are performed:
an individual accesses the Program Website via the link;
pre-populated fields are not used;
individual completes all of the information required for accessing the LiveUnicorns’s service within the time period allowed by LiveUnicorns; and
individual is actively using his/her account for a period of time determined solely by LiveUnicorns.
PAYMENT OF COMMISSION TO THE AFFILIATE
5.1. Commission payments will be done via Wire Transfer. Minimum payout via Wire Transfer is 100 EUR. You Shall cover any and all costs and expenses related to the payment of Commissions. We shall not have any liability for Commissions lost due to incorrect payment details provided by you.
5.2. Subject to Clauses 4 “Commission” and 8 “Fraud”, LiveUnicorns are only obliged to pay Commissions to you if and when we determine that your actions are considered Qualified Actions and have remained in compliance with this Agreement throughout the entirety of the period for which the Commissions are paid and throughout the payment date. If a Qualified Action is later determined by LiveUnicorns to have not met the requirements to constitute a Qualified Action, LiveUnicorns reserves the right to charge back to your Affiliate account any and all previous payments.
5.3. Each tracking of Links, determinations of Qualified Actions and counting of Commissions shall be made by LiveUnicorns at our sole discretion according to our technology. In the event you are also tracking Links and Qualified Actions, tracking results of LiveUnicorns shall always prevail.
5.4. Upon request from you, LiveUnicorns will once a month transfer payments for revenue generated by you. However, in exceptional cases this term can be extended upon a prior written notice to you. Due to LiveUnicorns’s Refund policy, you can request a payment of the respective Commissions not earlier than forty (40) days after generating this respective amount.
5.5. You shall send request for payments via e-mail to firstname.lastname@example.org and we will provide you with our calculations regarding the total amount of Commissions earned by you. In the case that you dispute any portion of the Commissions calculated by us in good faith (e.g., calculations contain a mathematical error), you agree and must:
notify LiveUnicorns of the disputed amount in writing to us with adequate details within thirty (30) days’ after being notified regarding the Commission amount for the respective period; and
make authorized staff available to resolve the dispute. If you do not dispute the calculated amount within the time limit as set forth herein, you irreversibly waive any claims based upon that amount.
All amounts not subject to the dispute shall be considered final and hence not subject to further dispute.
5.6. LiveUnicorns’s Commission payments are directly dependent upon receipt of payments from customers. Accordingly, LiveUnicorns shall only be liable for the Commissions to the extent that we have received such payments from the customers. In the event that we have not received respective payments from the customer (including but not limited, due to chargebacks, refunds or cancellations) you shall have no right to any claims for Commissions.
5.7. The respective amount of your Commission shall be cancelled in case the customers terminate our services after the purchase (e.g., any chargebacks, refunds, or cancellations). We grant refunds to our customers in accordance with our Refund policy or in our sole discretion. This means that our customers usually have the right to cancel our services and request for a refund within a specified period after the purchase. Yet, customers’ right to request for a chargeback is not limited in time. Thus, in the event we have already paid the relevant Commission to you, we shall deduct the respective amount from our next payment.
5.8. LiveUnicorns reserve the right to place restrictions on your Affiliate account immediately upon written notice to you, including, but not limited to, suspend your Affiliate account and suspend all payments related to your Affiliate account, as well as commence a full investigation (internal or involving any appropriate third parties) if:
we discover that the frequency of chargeback(s), refunds or cancellations on your Affiliate account is unusually high;
we suspect your Affiliate account is being used for fraudulent activity; or
We discover or have reasonable cause to suspect that you are in violation of this Agreement and/applicable law.
In the event we deem it necessary, LiveUnicorns have full rights in our sole discretion to inform the appropriate law enforcement, regulatory authorities or any third parties of any actual or alleged breach of law and/or fraud performed by you (either in or not in connection with this Agreement). We will remove the restrictions of your Affiliate account only once we are convinced that the suspicions no longer exist and when we are satisfied that the matter has been resolved.
5.9. You agree that LiveUnicorns may offset any amounts due to you from amounts payable to you under this Agreement in the event that you have an outstanding balance due to LiveUnicorns under this Agreement or any other agreement between you and LiveUnicorns, whether or not related to the Program.
5.10. If you have not earned any Commissions or have not logged into your Affiliate account within a six (6) months period LiveUnicorns may, in our sole discretion:
unilaterally terminate this Agreement;
close your Affiliate account; and
withhold any unpaid Commissions.
If you do not dispute the closing of your Affiliate account as specified in this Clause 5.10 within five (5) business days from LiveUnicorns notifying you about the termination of the Agreement along with the closure of your account and withholding of unpaid Commissions, LiveUnicorns are relieved from any and all obligations to you, including but not limited to financial obligations, in accordance with the Agreement.
6.1. For all promotional programs listed below, the following additional program-specific terms shall apply.
All email campaigns shall be approved in advance and in writing by LiveUnicorns.
Unless authorized and agreed by LiveUnicorns in writing, no Links shall appear to be associated with or be positioned on chat rooms or message boards. Any pop ups/unders are forbidden.
Advertising campaigns shall not violate the intellectual property rights of any third parties or any applicable national or international advertising and marketing laws.
You are solely responsible for confirming the legal requirements when publishing the advertisements.
You are not allowed to make any bidding on any referencing service or search engine (such as Google AdWords), paid or otherwise, in any meta tags, advertising, search terms, code, or in a similar manner, for any goods or services, either similar or not to LiveUnicorns’s products or services and use banned keywords (as defined below in these Program Terms)
LiveUnicorns can never be held responsible for the content of commercials or the context, how and where the commercials are used, released, made available, published or distributed.
All Affiliates who maintain their own affiliate networks agree to place the Links in its affiliate network (“Affiliate’s Network”) for access and use by those affiliates in Affiliate’s Network (each a “Third Party Affiliate”). The Affiliate agrees that he/she will explicitly forbid any Third Party Affiliate to modify the Links in any way.
The Affiliate shall not permit any party whose website or business model involves content containing Offensive Content to be a Third Party Affiliate.
The Affiliate agrees to maintain the Affiliate’s Network according to the highest industry standards.
The Affiliate must require all Third Party Affiliates affirmatively accept this Agreement prior to obtain access to the links. The Affiliate must also confirm the accept through verifiable means. All Third Party Affiliates must be in good standing with the Affiliate.
The Affiliate must disclose every Third Party Affiliates who has access to the Program and use the Links for generation of Commissions to LiveUnicorns.
In the event that any Third Party Affiliate takes or could reasonably be expected to take any action that violates the terms and conditions of this Agreement, the Affiliate must immediately terminate the Third Party Affiliate. The Affiliate must immediately report to LiveUnicorns the identity and contact information of a Third Party Affiliate if either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links and/or violation of this Agreement and/or applicable law in relation to this Agreement by a Third Party Affiliate.
The Affiliate shall immediately remove any Third Party Affiliate from the Program and terminate their access to future offers of LiveUnicorns in the Affiliate’s Network, including but not limited to any Links, upon written notice from LiveUnicorns.
The Affiliate shall remain liable for all acts or omissions (including, but not limited to, violations of this Agreement and/or applicable law) by any Third Party Affiliate, except if LiveUnicorns has been provided with all truthful and complete contact information of a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by LiveUnicorns (and accordingly is liable directly to LiveUnicorns).
INTELLECTUAL PROPERTY AND LICENCE
7.1. Given that you comply with the Terms of this Agreement and are a member in good standing of the Program, only for the sole purpose of identifying your Media as a participant of the Program, and assisting in increasing sales of LiveUnicorns’s products or services through the Program Website, during the validity of the Agreement LiveUnicorns grant you a limited, revocable, non-exclusive, non-transferable licence to:
reproduce and make available on your Media LiveUnicorns’s intellectual property (as defined in General Terms) that was made available to you via the Program, including, without limitation, the Links;
use LiveUnicorns’s intellectual property that was made available to you via the Program only for creating editorial content (illustrate an article, etc.) or graphical advertisements (banners, pop-up, etc.). You are not allowed to modify and/or create derivative works from LiveUnicorns’s intellectual property if this has not been approved by LiveUnicorns in advance in writing
7.2. LiveUnicorns do not transfer to you any rights, express or implied, in respect to Links, Program Website and/or any other LiveUnicorns’s intellectual property. LiveUnicorns retain right, title, interest, ownership in and to LiveUnicorns’s intellectual property. LiveUnicorns’s intellectual property are licensed, not sold, and you receive no title to or ownership of any copy or of LiveUnicorns’s intellectual property itself. You receive no rights to LiveUnicorns’s intellectual property other than those specifically granted in Section 7.1 above. Without limiting the generality of the aforementioned, you are prohibited, and you must not, (among other things):
modify, distribute, sublicense, create derivative works from, publicly display, publicly perform, or otherwise use the Links or any other LiveUnicorns’s intellectual property;
register and/or use the domain name with any affix that consists of or contains any mark that is identical or similar to or misspellings, variations, modifications of LiveUnicorns’s trademarks (“LiveUnicorns”, “LiveUnicorns Affiliates”, LiveUnicorns Partners, etc.) and/or any other LiveUnicorns’s intellectual property, for any goods or services, either similar or not to LiveUnicorns’s products or services;
use and/or to make bidding for any mark and/or keyword that is identical or similar to or misspellings, variations, modifications of LiveUnicorns’s trademarks (“LiveUnicorns”, “LiveUnicorns Affiliates”, Liveunicorns Partners, etc.) and/or any other LiveUnicorns’s intellectual property (“Banned Keywords”) on any referencing service or search engine (such as Google AdWords), paid or otherwise, in any meta tags, advertising, search terms, code, or in a similar manner, for any goods or services, either similar or not to LiveUnicorns’s products or services;
cause or create, or act in any way that causes or creates or could cause or create any initial interest confusion over the use of LiveUnicorns’s intellectual property on the internet or in any search engine advertising; and
damage the repute of LiveUnicorns’s intellectual property as well as take unfair advantage and/or benefit of the distinctive character or repute of LiveUnicorns trademarks and/or other LiveUnicorns’s intellectual property and/or dilute, whittle away and blur the distinctive character of LiveUnicorns’s intellectual property.
7.3. You warrant and represent that you are fully aware that your use of LiveUnicorns’s intellectual property to any other extent than as expressly permitted in Clause 7.1 above (in addition to being a breach of this Agreement) shall constitute the infringement of our rights to LiveUnicorns’s intellectual property and thus may be subject to claims for damages.
7.4. You hereby grant LiveUnicorns a perpetual, irrevocable, worldwide license to use any Feedback (as defined below) you communicate to us during the validity of this Agreement, without compensation, any obligation to report on such use, and without any other restriction. LiveUnicorns’s rights granted in the previous sentence includes, but are not limited to, the right to exploit Feedback in any and every way and the right to grant sublicenses.
(“Feedback” refers to any suggestion, comment, recommendation or idea arising out or in connection with the performance of this Agreement, including but not limited to all intellectual property rights in any such suggestion, comment, recommendation or idea.)
7.5 All rights not expressly granted in this Agreement are reserved by LiveUnicorns.
7.6. LiveUnicorns reserves the right to, in our sole discretion, revoke, (partially or in whole) your license anytime by providing written notice to you.
8.1. Reliability of the affiliates is highly important to LiveUnicorns, you are expressly prohibited from using any means, persons, arrangements or devices to violate any applicable law, commit fraud, interfere with other affiliates or falsify and/or hide information in connection with referrals through the Links or the generation of Commissions, or exceed your permitted access to the Program. Such acts include, but are not limited to, using automated means to increase the number of clicks through the Links or completion of any required information, hiding of traffic or making it otherwise unavailable to LiveUnicorns, using spyware, using steal ware, cookie-stuffing and other misleading acts or click-fraud. These and similar acts shall constitute a material breach of this Agreement. LiveUnicorns reserves the right to make all determinations about fraudulent activity in our sole discretion.
8.2 LiveUnicorns reserves the right to terminate this Agreement, suspend or delete your Affiliate account and/or reject any payments of the Commissions to you (fully or in part) and/or require you to return to us any Commissions paid by LiveUnicorns to you in relation to your participation in the Program if LiveUnicorns has reasonable cause to believe that your Affiliate account is being used to conduct fraudulent activities and/or
fraudulent transactions or is in any way directly or indirectly associated with fraudulent activity.
PROHIBITION OF SPAMMING METHODS
9.1. You may not use the following spamming methods listed below for selling or promotion of LiveUnicorns’s products or services when participating in our Program (the list is not exhaustive).
E-mail SPAM: sending unwanted marketing e-mail. However, you are allowed to send e-mails to people who have given you consent to send them marketing e-mails for products and services similar to LiveUnicorns products. Sending of e-mails must always comply with legal requirements of applicable laws (including, but not limited to, privacy laws).
Short texts SPAM: sending unsolicited short texts to cell phones without the permission of the user of the cell phone and/or otherwise in violation of applicable laws (including but not limited to, U.S. Telephone Consumers Protection Act, EU General Data Protection Regulation, etc.).
Comment SPAM: posting Links on message boards, blogs and forums in such cases where the discussion or content is not related to the services LiveUnicorns offer. However, you are allowed to advertise your Link on websites which are discussing services or in a forum signature. You must never use automated bots to post comments containing your Affiliate Link.
Black Hat techniques: using “Black hat” SEO marketing on your website (such as keyword stuffing, invisible text or doorway pages). You may not offer incentives to users such as cash back or other rewards, except where facilitated by features on LiveUnicorns’s websites.
In the event of a breach of the requirements in this Clause 9, LiveUnicorns reserves the right to terminate this Agreement with the Affiliate and/or impose limitations, suspend or delete your Affiliate account, including but not limited to withholding all amounts within your Affiliate account.
RIGHTS AND REMEDIES
10.1. In addition to any other rights and remedies available to LiveUnicorns under this Agreement, in law or in equity, LiveUnicorns reserve the right to:
terminate the Agreement and/or suspend your Affiliate account or delete it;
delete any actions submitted through your Links; and
suspend and/or withhold any unpaid Commissions, and/or charge back paid Commissions to your account immediately upon written notice to you if:
LiveUnicorns determine that you have violated this Agreement;
LiveUnicorns receive any complaints about your participation in the Program which LiveUnicorns reasonably considers a violation of this Agreement; or
any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Program.
10.2. Suspending and/or withholding of the 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 violation.
11.1. This Agreement comes into force upon LiveUnicorns’s approval of your Program application and will be valid until terminated by either you or LiveUnicorns.
11.2. Either you or LiveUnicorns may terminate this Agreement at any time, without cause, by giving the other party 3 (three) days prior written notice of termination. LiveUnicorns may, without limitation and free from any and all liability, terminate the Agreement with Cause immediately at any time if you are in a material breach of your obligations stated hereunder.
11.3. “Cause” shall mean including, but not limited to:
The services provided by you:
Are not compliant, fully or in part, with the Agreement.
are not compliant, fully or in part, with established business practice, professional standards and / or industry codes.
violate any applicable law, regulation, judicial or administrative action, or rights of a third parties.
defamatory, obscene, harassing, tortuous, vulgar, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable.
damage the reputation, brand, image, likeness, expression in the public domain of LiveUnicorns, its representatives, affiliates, officers, directors, employees, agents, clients, service providers and all other related third parties.
you breach the General Warranties and Representations as specified in the Terms and/provisions of these Program Terms;
we believe that we may face potential claims or liability in connection with your participation in the program; and
we believe that our brand or reputation may be damaged or tarnished by you or in connection with your participation in the Program.
11.4. Upon the termination of this Agreement for any reason, you shall immediately stop to:
use the Links, (you must remove them from your Media and delete them);
use all LiveUnicorns’s intellectual property and Client’s intellectual property; and
represent yourself as a LiveUnicorns Affiliate.
11.5. Upon termination of your participation in the Program for one or more offers or termination of this Agreement for any reason, all rights to legally accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
11.6. To ensure that the correct amount of Commissions is paid, e.g., to account for any chargebacks, refunds, cancellations or returns, LiveUnicorns reserves the right to hold earned unpaid Commissions for a reasonable period of time, but not longer than six (6) months, following the termination of this Agreement.
12.1. In LiveUnicorns’s sole discretion, LiveUnicorns reserves the right to modify any of these terms and conditions as set forth in this Agreement at any time. Such modifications shall take effect upon posting to the LiveUnicorns’s website. Furthermore, in its sole discretion, LiveUnicorns reserves the right to notify you of any modifications by e-mail as well as reserves the right to withhold notification of any changes made to this Agreement.
12.2. Modifications include, but are not limited to, changes in the scope of available Commissions, Commission amounts/percentages, payment procedures, Commission fee payment schedules, and Program rules.
12.3. In the event that you consider any modification to this Agreement is unacceptable, your only option is to terminate this Agreement. Your Continued participation in the Program following our posting of a change notice or new agreement on our website will constitute binding acceptance of the change.
13.1. Your submission of the application for the Program acknowledges that you understand and have read this Agreement (including the General Terms) in full. You agree to be bound by all the terms and conditions of this Agreement. You understand that other Affiliates may have a different relationship with LiveUnicorns than you, including competitors.
13.2. You hereby confirm that you have independently reviewed, understood and assessed the advantages and disadvantages of participating in this Program. You are not relying on any guarantees, representations, or statements other than this Agreement as set forth herein.
13.3. As a potential affiliate, you indicate your assent to this Agreement and your desire to become an Affiliate herein bound by the aforementioned terms and conditions by:
completing and submitting the Program application form; and
submitting proposed referred customers and/or information regarding the qualifying actions to LiveUnicorns under this Program and/or by collecting any Commission payments from LiveUnicorns.
INDEMNITY & LIMITATION OF LIABILITY
14.1. You agree that you are free to choose whether to apply and become an Affiliate and that you do so at your sole option, discretion and risk. You hereby confirm that you will indemnify and hold harmless LiveUnicorns, its directors, officers, employees, shareholders, agents and affiliates, the ultimate parent and parent companies of LiveUnicorns and any of its subsidiaries against any and all costs, expenses, liabilities and damages (whether direct, indirect, special, consequential, exemplary or punitive or other) arising from any participation by you in the Affiliate program, unless otherwise is stated in this Agreement.
14.2. In no circumstances whatsoever, other than as a result of the LiveUnicorns’s gross negligence or unless otherwise is stated in this Agreement, shall LiveUnicorns, its directors, officers, employees, shareholders, agents and affiliates, the ultimate parent and parent companies of LiveUnicorns and any of its subsidiaries be liable to you in contract, tort, negligence or otherwise, for any loss or damage howsoever arising from any cause whatsoever, whether direct or indirect, or for any amounts whatsoever (even where we have been notified by you of the possibility of such loss or damage).
15.1. This Agreement shall be construed in accordance with and be governed by the laws of Estonia.
16.1. Any dispute, controversy or claim arising out of or in connection with this contract shall be finally settled by the Arbitration Court of the Estonian Chamber of Commerce and Industry in accordance with its rules.
The arbitral tribunal shall be composed a sole arbitrator.
The seat of arbitration shall be Tallinn, Estonia.