To participate in the OKPAY Referral Program, Affiliates must comply with these Terms and Conditions at all times ("Terms and Conditions"). BY CLICKING "ACTIVATE PROGRAM" YOU AGREE TO BE BOUND BY THESE TERMS. IF you do NOT AGREE TO THESE TERMS, DO NOT CLICK "ACTIVATE PROGRAM," AND DO NOT APPLY TO PARTICIPATE IN THE OKPAY Referral Program.
The OKPAY Referral Program allows Affiliates to generate Referral Bonus through the referral of the OKPAY Services to New Members ("OKPAY Referral Program").
Definitions and Interpretation
The following terms when used in these Terms and Conditions shall have the following meaning:
Affiliate Account means the OKPAY Account held in the name of Affiliate with that the Referred Users’ accounts are linked to.
Applicable Laws and Regulations means any law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central, national, state or local governmental authority having competent jurisdiction over, or application, to the Party, a Referred Member, or subject matter in question.
Referral Bonus means the commission payable by OKPAY to Affiliate in cases when OKPAY generates profit from qualified transactions carried out by referred users.
Confidential Information means (i) these Terms and Conditions; (ii) each Party’s trade secrets, business plans, strategies, methods and/or practices; and (iii) any other information relating to either Party or its business that is not generally known to the public, including but not limited to information about either Party’s personnel, products, customers, marketing strategies, services or future business plans. Notwithstanding the foregoing, Confidential Information specifically excludes (A) information that is now in the public domain or subsequently enters the public domain by publication or otherwise through no action or fault of the other Party; (B) information that is known to either Party without restriction, prior to receipt from the other Party under this Agreement, from its own independent sources as evidenced by such Party’s written records, and which was not acquired, directly or indirectly, from the other Party; (C) information that either Party receives from any third Party reasonably known by such receiving Party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; and (D) information independently developed by either Party’s employees or affiliates provided that either Party can show that those same employees or affiliates had no access to the Confidential Information received hereunder.
Intellectual Property means any patents, trademarks, copyrights, design rights (whether registrable or not), logos, copyright, trade, business and domain names, moral rights, know-how, trade secrets, rights in databases, rights in computer software and any other similar rights or obligations whether registrable or not (and including all applications and renewals or extensions of such rights) in any country;
User Account means the electronic money account registered with OKPAY in the name of a User (excluding the Affiliate Account).
OKPAY Services means the services provided by OKPAY which includes (but is not limited to) the issuance of electronic money and related payment processing services for the purpose of the maintaining User Account.
New User means a consumer who, at the time of the referral by Affiliate to OKPAY in accordance with section 2, does not have an existing User Account.
Prohibited Activities means the activities set out in section 4 or any other activities communicated by OKPAY from time to time.
Sub-level Referral means any person or entity referred to OKPAY by Affiliate's referred user(s) for the purposes of acquiring Members and decided to participate in the OKPAY Referral Program. OKPAY Referral Program supports a total of 6 referral levels.
Linked Account means the User Account of a Referred User that has been linked to the Affiliate Account for the purpose of generating Referral Bonus.
- Affiliate shall cooperate in good faith with OKPAY to promote and refer the OKPAY Services to New Users in accordance with these Terms and Conditions. Affiliate acknowledges and agrees that OKPAY may in its sole discretion decide whether or not to accept New Users as Referred Users.
- The legal relationship between OKPAY and any Referred User or Sub-level Referral will be the sole remit and responsibility of OKPAY. With the exception of section 3 OKPAY will not be liable to account to Affiliate any details of such relationships.
- Affiliate shall not have any power to accept Referred Users or make contracts on behalf of OKPAY and shall not make or give any promises, representations, warranties or guarantees, whether expressed or implied to New User on behalf of OKPAY.
- To participate in the OKPAY Referral Program, you will need to apply for an affiliate account in the OKPAY Referral Program Dashboard that will enable you to access your referral link, promotional material, marketing tips, guides, reports and other tools and information that OKPAY may provide from time to time.
3. Referral Bonus
- In consideration of the services rendered under these Terms and Conditions, OKPAY shall pay Affiliate the following Referral Bonus in accordance with the Revenue Table.
- For the avoidance of doubt, unless otherwise agreed by OKPAY in writing, each Referred User shall only have one Linked Account. No Referral Bonus will be payable by OKPAY to Affiliate in relation to other User Accounts held by Referred Users.
- OKPAY, in its absolute discretion, may stop paying Referral Bonus in respect of a Referred User or a Sub-level Referral and reclaim or set off future revenue payments against any Referral Bonus paid to Affiliate in respect of the relevant Referred User or Sub-level Referral, where OKPAY has reasonable grounds to believe the Referred User or Sub-level Referral concerned: performs or attempts to perform a Prohibited Activity; violates or attempts to violate OKPAY Policies and Legal Agreements.
- OKPAY may inform Affiliate of any such suspension in advance, or, if this is not possible, immediately afterwards and give its reasons for the suspension unless to do so would compromise reasonable security measures or is otherwise unlawful.
- OKPAY will pay Referral Bonus instantly on all qualified transactions which generate revenue for OKPAY. Such Referral Bonus in respect of Referred Users will be paid directly into the OKPAY Affiliate User Account.
- The Referral Bonus will be inclusive of VAT, if applicable, or other applicable sales or service tax. If Affiliate runs a business that is subject to VAT or a similar sales or service tax, then Affiliate shall issue to OKPAY, in a form and at intervals to be agreed between the Parties from time to time, a VAT invoice recognised by the relevant tax authority for the purpose of reclaiming the VAT paid on the Referral Bonus. The term "VAT" shall mean Value Added Tax or any equivalent sales tax in any relevant jurisdiction. The Parties shall co-operate in good faith to give effect to an efficient tax treatment of the supplies and the payments of consideration contemplated hereunder.
- OKPAY shall make Referral Bonus reports available to Affiliate in such detail as OKPAY determines from time to time. Affiliate is able to review all reports on a regular basis and notify OKPAY of any errors or discrepancies.
- Affiliate hereby agrees not to sue, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against OKPAY any action, suit or other proceeding concerning the Released Claims.
- Referral Bonus will be paid directly into the applicable Affiliate User Account. If the applicable Affiliate User Account is closed (whether permanently or temporarily) for any reason, OKPAY may be unable to pay the Referral Bonus. It is Affiliate's responsibility to ensure Affiliate Account remains active. OKPAY shall not be liable to Affiliate for any losses or damages incurred due to the Affiliate User Account being suspended or closed.
- Referral Bonus will not be payable to Affiliate, and Affiliate agree to return to OKPAY any Referral Bonus paid to Affiliate, for any Referred User or Sub-level Referral that OKPAY can reasonably demonstrate relates to illegal or abusive behaviour, fraudulent activity or Prohibited Activities.
4. Prohibited activities
Affiliate shall not promote any of the following activities:
- Make, in the reasonable discretion of OKPAY, fake and/or artificial deposits within OKPAY System for the sole purpose of generating Referral Bonus.
- Register a User Account on behalf of another person.
- Create or employ any mechanism designed to artificially or automatically generate sign-ups to the OKPAY Services.
- Use counterfeit, forged, imitated, stolen or otherwise altered identification documents.
- Use or create any material that is sexually explicit, offensive, profane, hateful, threatening, harmful, graphically violent, defamatory, libellous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability).
- Disparage or portray OKPAY or its affiliates in any way that will have a detrimental impact to their reputation.
5. Licences and Use of Proprietary Materials
- For the duration and strictly for the purposes of these Terms and Conditions, OKPAY hereby grants to Affiliate, a revocable, non-exclusive, non-transferrable, licence to use, copy and distribute the OKPAY trademarks, trade names and logo provided by OKPAY directly to Affiliate (the "Promotional Material").
- OKPAY reserves the right to revoke Affiliate's licence granted under section 5.1 at any time and at its sole but reasonable discretion.
- Affiliate warrants, represents and undertakes to OKPAY that:
OKPAY and/or its affiliates and/or licensors own all right, title and interest, including all copyright, trademark and other intellectual property rights, in and to the OKPAY and OKPAY name and brand, the Proprietary Materials, the OKPAY Services and all components used in providing the OKPAY Services.
Nothing in these Terms and Conditions shall be construed to grant Affiliate ownership of any of the Proprietary Materials or any other Intellectual Property belonging to OKPAY. Affiliate shall not make any claim of ownership over any Proprietary Materials or any other Intellectual Property which have been directly or indirectly provided or made available to Affiliate by OKPAY in connection with these Terms and Conditions.
OKPAY may in its discretion withdraw any consent provided in accordance with this section 5 upon notice to Affiliate. Upon receipt of such notice, Affiliate will immediately cease such promotion of the OKPAY Services, or use or display of Proprietary Materials, or other OKPAY (or any OKPAY associate company) logos or marks, etc., as the case may be.
- (a) Unless authorised in writing by OKPAY, Affiliate shall only use and/or display the Proprietary Material on the websites, webpages, social media, internet pages, mobile platforms or applications, and offline media platforms (including, but is not limited to, classified ads, magazines and newspapers).
- (b) Affiliate shall not use and/or display the Proprietary Material in any manner that is inappropriate or that is in any way detrimental to OKPAY;
- (c) Affiliate will not alter, add to, subtract from, or otherwise modify the Proprietary Materials including proportions, colours, elements, nor animate, morph or otherwise distort the Proprietary Materials perspective or appearance;
- (d) Affiliate shall not bid on any keyword or on any Pay Per Click Search Engines where such keyword contain Proprietary Materials or other Intellectual Property owned by OKPAY (or its licensor's) or any variation or misspelling of the same. Further, Affiliate shall not bid on any word or term that is confusingly similar to the Proprietary Materials or other Intellectual Property owned by OKPAY (or its licensor's).
- (e) Affiliate shall not use, OKPAY's (or any OKPAY affiliate) name, trademarks, logos, trade names, business name, or the names of any of the services and/or products (or any name, trademarks, logos, trade name, or business name that is confusingly similar to the foregoing) in its corporate name, trade name, e-mail address, social media network account names or domain names. In addition, Affiliate shall not apply for or register any of the same in its own name.
- (f) Unless otherwise agreed in writing by OKPAY, Affiliate may not sell, resell, assign, licence, sublicense or otherwise transfer rights to the Proprietary Materials, the OKPAY Services or any Confidential Information. If Affiliate makes any amendments, derivative works or improvements to the Proprietary Materials or other Intellectual Property belonging to OKPAY Affiliate agrees that such modifications shall be owned by OKPAY. Affiliate hereby irrevocably assigns and transfers all such modifications to OKPAY, and waives any moral rights therein.
6. Affiliate Warranties
Affiliate warrants, represents and undertakes to OKPAY that:
- (a) All of the information Affiliate has provided to OKPAY is true, accurate and complete.
- (b) It shall not, without OKPAY's prior written consent and, where applicable, the prior written consent of the intended recipient, engage in the distribution of any bulk emails (spam) in any way mentioning or referencing OKPAY, the OKPAY Services or using the Promotional Materials. Furthermore, Affiliate is responsible for ensuring that their communications practices comply with all Applicable Laws and Regulations.
- (c) It shall not offer, promote or market the OKPAY Referral Program or the OKPAY Services in countries where OKPAY: (a) is prohibited or restricted from offering payment processing services; or (b) informs Affiliate not to promote the OKPAY Referral Program and/or OKPAY Services. A list of prohibited countries is available upon request.
- (d) It shall comply with all Applicable Laws and Regulations, licences, regulations and codes of conduct applicable to the promotion and marketing of the OKPAY Services and OKPAY Referral Program;
- (f) It shall not and shall ensure that the Referred Users do not carry out any Prohibited Activities.
- (g) Unless authorised in writing by OKPAY, it shall not take any action designed to induce, encourage or cause OKPAY User to modify or terminate their existing agreement with OKPAY for the purposes of becoming a Referred User.
- (h) It shall not breach and shall ensure that the Referred Users do not breach any of OKPAY’s terms of services or attempt to circumvent the OKPAY security or verification procedures
- (i) It will not make or knowingly benefit from transactions which OKPAY in its sole discretion deems to be suspicious, unauthorized, fraudulent or malicious including without limitation transactions that relate to money laundering, terrorism financing, fraud or other illegal activities.
- (j) It will co-operate with OKPAY to investigate any suspected illegal, abusive, or fraudulent activity.
- Each Party will use and reproduce the other Party’s Confidential Information only for the purpose of performing their obligations under these Terms and Conditions and only to the extent necessary for such purpose and will restrict disclosure of the other Party’s Confidential Information to its employees, consultants or independent contractors with a need to know and will not disclose the other Party’s Confidential Information to any third party without the prior written approval of the other Party. OKPAY may also disclose Affiliate’s Confidential Information to its affiliates for the purpose of performing its obligations under these Terms and Conditions or to administer the OKPAY Referral Program. Notwithstanding the foregoing, it will not be a breach of these Terms and Conditions for either Party to disclose Confidential Information of the other Party if required to do so by Applicable Law and Regulation, or in a judicial or other governmental investigation or proceeding.
- The receiving Party agrees to return or destroy, and certify such destruction has been completed, the disclosing Party’s Confidential Information upon termination or expiration of these Terms and Conditions or upon any request of the disclosing Party.
- The Parties agree to ensure that their associated companies, owners, leading personnel, consultants and board members adhere to the abovementioned confidentiality undertaking.
8. Representation of authority
Each Party warrants and represents that it has and will maintain all the required rights and authority to enter into and to perform its obligations under these Terms and Conditions.
9. Liability and indemnities
- Neither Party shall be liable in contract, tort (including negligence or breach of statutory duty) or otherwise for any punitive, exemplary, indirect or consequential loss or damages of any kind in connection with or arising out of these Terms and Conditions.
- Neither Party shall be liable for any indirect loss of profit or loss of contract, loss of goodwill or reputation, loss of opportunity, loss of revenue or third party loss regardless of whether or not the same was foreseeable or had been brought to any Party’s attention.
- Subject to sections 9.4 and 9.7, the aggregate liability of OKPAY in contract, tort, negligence or otherwise arising out of or in connection with these Terms and Conditions in any period of 12 months from the Effective Date or any anniversary thereof (each a "Contract Year") shall be limited to the lower of (i) 1,000 EUR or (ii) the total amount of Referral Bonus paid by OKPAY to Affiliate in the previous Contract Year (or, in the first Contract Year, the Referral Bonus received to date).
- To the extent permitted by Applicable Laws and Regulations, nothing in these Terms and Conditions shall operate to exclude or restrict a Party’s liability for the following:
- (a) fraud and fraudulent misrepresentation;
- (b) death or personal injury due to negligence;
- (c) wilful and malicious misconduct;
- (d) damage to real or tangible personal property;
- (e) breach of sections 5 (Licences and Use of Proprietary Materials), 6 (Affiliate Warranties), 7 (Confidentiality) and 10 (Compliance with Applicable Laws and Regulations).
- Unless otherwise stated in these Terms and Conditions, neither Party shall be liable to the other Party for any liability arising out of its respective relationship with Referred Users.
- OKPAY shall not be liable for any of the following:
- (a) any suspension or refusal to accept payments which OKPAY has reason to believe to be made fraudulently or without proper authorisation or pose a security risk;
- (b) the payment instructions received contain incorrect or improperly formatted information; or (c) hardware, software or internet connection is not functioning properly;
- Affiliate shall indemnify and hold harmless OKPAY and its affiliates, employees and directors, on demand, against any and all claims, losses, liabilities, costs, expenses, reputational damage, loss of business or other damages (including reasonable legal fees) arising, directly or indirectly, from any breach of section 4, 5, 6, 7 and 10 of these Terms and Conditions.
10. Compliance with Applicable Laws and Regulations
- The Parties have and shall maintain in place throughout the term of these Terms and Conditions their own policies and procedures to ensure compliance with the Applicable Laws and Regulations.
- Affiliate shall promptly report to OKPAY any request or demand for any undue financial or other advantage of any kind received by Affiliate in connection with the performance of these Terms and Conditions;
- Upon request by OKPAY, Affiliate shall certify to OKPAY in writing, that Affiliate and all persons associated with Affiliate under these Terms and Conditions are compliant with this section 10.
11. Term and Termination
- These Terms and Conditions shall commence on the earlier of: (a) the date Affiliate accepts the OKPAY Terms and Conditions; or (b) the date Affiliate starts performing the services stated in section 2.1 of these Terms and Conditions and shall continue unless terminated in accordance with these Terms and Conditions.
- Either Party may terminate these Terms and Conditions without cause by giving thirty (30) days prior written notice to the other Party.
- OKPAY may terminate these Terms and Conditions immediately and stop paying Referral Bonus if Affiliate breaches sections 4 (Prohibited Activities), 5 (Licences and Use of Proprietary Materials), 6 (Warranties), 7 (Confidentiality) or (10) Compliance with Applicable Laws and Regulations.
- Either Party may terminate these Terms and Conditions immediately by giving written notice to the other Party (the "Defaulting Party"):
- (a) If the Defaulting Party files a petition for bankruptcy, becomes insolvent or makes any arrangement or composition with or assignment for the benefit of its creditors, or a receiver is appointed for the Defaulting Party or its business, or the Defaulting Party goes into liquidation either voluntarily (otherwise than for reconstruction or amalgamation) or compulsorily.
- (b) If the Defaulting Party breaches a material provision of these Terms and Conditions and such breach (if remediable) is not remedied within five (5) business days after written notice to the Defaulting Party identifying the matter or circumstances constituting the material breach., any breach of Affiliate’s obligations under section 3 (Referral Bonus), 4 (Prohibited Activities), 5 (Licences and Use of Proprietary Materials), 6 (Affiliate Warranties), 7 (Confidentiality) or 10 (Compliance with Applicable Laws and Regulations) shall constitute a material breach.
12. Consequences of Termination
- Subject to sections 3.6 and 3.8, if these Terms and Conditions are terminated by OKPAY pursuant to section 11.3 or 11.4, OKPAY shall stop paying Referral Bonus to Affiliate for all Referred Users immediately upon termination.
- The termination of these Terms and Conditions, however it arises, shall not affect any actual or contingent liabilities or claims of any Party hereto which accrue before these Terms and Conditions terminate.
- On termination of these Terms and Conditions, Affiliate shall:
Any provision of these Terms and Conditions which imposes an obligation after termination or expiration of these Terms and Conditions shall survive the termination or expiration of these Terms and Conditions, including but not limited to sections 1, 3, 4, 6, 7, 8, 9, 10, 12, and 13.
- (b) cease to use any Confidential Information made available to it pursuant to section 7; and
- (c) immediately cease using Proprietary Materials, and any OKPAY Intellectual Property which have been directly or indirectly provided or made available to Affiliate.
Without prejudice to the remedies under sections 3 (Referral Bonus), 9 (Limitation of Liability) and 11 (Term and Termination), where Affiliate is in breach, or where OKPAY has reason to believe Affiliate is in breach of any term of these Terms and Conditions, OKPAY reserves the right to, at its sole discretion, carry out any and/or all of the following:
- (a) Instruct Affiliate to immediately carry out any instructions issued by OKPAY including (without limitation) immediate suspension of such activities.
- (b) Cease to pay Referral Bonus on Linked Accounts.
- (c) Reduce the amount of Referral Bonus for Linked Accounts due and payable.
14. Relationship of the Parties
AFFILIATE AND OKPAY ARE INDEPENDENT CONTRACTORS UNDER THESE TERMS AND CONDITIONS AND NOTHING HEREIN WILL BE CONSTRUED TO CREATE A PARTNERSHIP, JOINT VENTURE OR AGENCY RELATIONSHIP BETWEEN THEM. NEITHER PARTY SHALL HAVE AUTHORITY TO ACT IN THE NAME OR ON BEHALF OF OR OTHERWISE TO BIND THE OTHER IN ANY WAY.
15. Third Party Rights
No person who is not a Party to these Terms and Conditions shall have rights to enforce any term of these Terms and Conditions.
OKPAY shall not be responsible for any taxes, duties, assessments, fines, levies or other amounts payable by Affiliate to any governmental or regulatory authority arising out of these Terms and Conditions. Affiliate is responsible for reporting and paying any taxes, duties, assessments, fines, levies or other amounts payable or reportable in relation to Referral Bonus earned through the OKPAY Referral Program.
17. Changes to these Terms and Conditions
OKPAY reserves the right to change these Terms and Conditions at any time including changing the applicable Referral Bonus rate and to impose new or additional terms on Affiliate’s participation in the OKPAY Referral Program. Changes will be effective as soon as they are published on the OKPAY website. Affiliate’s continuous participation in the OKPAY Referral Program after such changes shall be deemed acceptance thereof.
Notices to Affiliate shall be sent to the primary email address registered to Affiliate User Account or directly using OKPAY Support Desk ticket. All Notices shall be deemed delivered 48 hours after the transmission is sent.
19. Force majeure
Neither Party shall be under any liability if it is unable to perform its obligations due directly or indirectly to any event or circumstances beyond its reasonable control including, without limitation: the act failure or omission by Government; telecommunications operators or other competent authority; war, military operations, or riot; difficulty, delay or failure in any machine, data processing system, manufacture, production; supply by third parties of the OKPAY Services or with respect to Affiliate, the supply of the services under these Terms and Conditions; any act of God, inclement weather, failure or shortage or power supplies, flood, drought, lightning or fire; strike, lock-out, trade dispute or labour disturbance.
- Affiliate shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions without the prior written consent of OKPAY.
- Without prejudice to section 20.1 of these Terms and Conditions, Affiliate shall assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions in the event when Affiliate:
Affiliate shall notify OKPAY of intended assignment prior to the transactions being completed. OKPAY reserves the right, in its sole discretion to:
- (a) acquires another existing OKPAY affiliate or its business;
- (b) is acquired or its business is acquired by another existing OKPAY affiliate;
- (c) merges with another existing OKPAY affiliate; or
- (d) is acquired or its business is acquired by a third-party who is not an existing OKPAY affiliate
- (a) in the event section 20.2(d), decline the third-party’s application to join the OKPAY Referral Program;
- (b) vary the Referral Bonus rate;
- (c) stop paying Referral Bonus under these Terms and Conditions; and/or
- (d) modify or terminate these Terms and Conditions.
Any waiver of a right under these Terms and Conditions shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a Party from exercising that right in the future.
23. Entire agreement
These Terms and Conditions represents the entire agreement between the Parties in relation to its subject matter and shall replace and supersede all previous agreements, understandings, warranties and representations, either oral or written regarding the subject matter hereto. Each Party acknowledges that it has entered into these Terms and Conditions in reliance only on the representations, warranties, promises and terms contained in these Terms and Conditions and, save as expressly set out in these Terms and Conditions, neither Party shall have any liability in respect of any other representation, warranty or promise made prior to the date of these Terms and Conditions unless it was made fraudulently.
If any part of these Terms and Conditions is found by a court of a competent jurisdiction to be invalid, unlawful or unenforceable then such part shall be severed from the remainder of the Terms and Conditions, which shall continue to be valid and enforceable to the fullest extent permitted by law.
These Terms and Conditions are drafted in English. If they are translated into any other languages, it is for convenience only and the English version shall prevail.