This Agreement outlines the terms and conditions between E.P.C Club Ltd (company no. 516164936) (trading as Traffico), a company incorporated and registered in Israel, with its registered office at Bonei HaIr 22, Tel Aviv 6937316 ("Traffico," "we," or "us"), and you, the Affiliate ("Affiliate" or "you"). By completing and accepting the Affiliate Application Form, you agree to comply with all terms and conditions set out in this Agreement.
1. Definitions
1.1. In this Agreement, unless the context requires otherwise, the following terms and abbreviations will have the meanings given below:
"Ad Campaign": A set of conditions agreed upon by the Parties related to the display of specific Advertising Material on one or more Affiliate Sites, including any applicable Fees.
"Advertising Material": Banners, graphics, HTML, hyperlinks, or other software provided by us for an Ad Campaign to be displayed or linked to on the Affiliate Site as per our instructions.
"Advertiser": A natural or legal person who has contracted with us to market their website through our affiliate network.
"Advertiser Site": The website(s) of one or more Advertisers.
"Affiliate Application Form": The form or other method submitted through the Traffico Site by which you apply to join the Affiliate Program.
"Affiliate Program": The program governed by this Agreement in which the Affiliate is paid Fees based on traffic generated to an Advertiser Site or other criteria as specified in the Ad Campaign.
"Affiliate Site": Your website(s), including any website approved by us for displaying or linking to Advertising Material.
"Agreement": This affiliate agreement, subject to amendments.
"Confidential Information": All non-public information, whether designated as confidential or not, that is not generally known and should reasonably be understood as confidential, including but not limited to business and financial data, customer lists, pricing, Fees, sales data, business plans, trade secrets, and any personal data of Traffico, Advertisers, or Advertiser Sites.
"Customer": A person who registers with the Advertiser and opens an account to purchase products or services. For clarity, "Customer" does not include Affiliates or other affiliates.
"Fees": The payments or commissions made by us to you for generating traffic to an Advertiser Site, as agreed between the Parties for each Ad Campaign. Fees may be based on: a) Commissions from net revenue generated by the Advertiser; b) Customer acquisition fees; c) Customer registration fees; d) Click-through rates on Advertising Material; or e) Impressions of Advertising Material.
By default, and unless otherwise specified, Fees are customer acquisition fees paid per qualifying Customer, as outlined in the relevant Ad Campaign terms.
"Traffico Site": The website and tracking platform through which our affiliate program is accessed, currently https://traffico.cc and https://tracker.epcclub.co, subject to change at our discretion.
"Intellectual Property Rights": All current and future intellectual and industrial property rights, including patents, trademarks, copyrights, design rights, trade secrets, and any similar forms of protection, whether registered or unregistered, existing worldwide.
"Parties": The parties to this Agreement (Traffico and the Affiliate).
"Remuneration Method": One or more methods of payment as described above.
"Term": The duration, including any renewal periods, as referred to in clause 10.1.
1.2. Interpretation: 1.2.1. The singular includes the plural and vice versa. 1.2.2. Headings are for convenience and do not affect the interpretation of the Agreement. 1.3. In the event of any discrepancies between translated versions of this Agreement, the English version shall prevail.
2. Application
2.1. We will review the Affiliate Application Form you submit and notify you in writing regarding its acceptance or rejection. Acceptance of your application is at our sole discretion, and our decision is final, with no right to appeal. If we choose to reject your application, this Agreement will terminate immediately. You acknowledge that no Fees or compensation will be owed before your Affiliate Application Form is accepted.
2.2. You confirm that all information provided in your Affiliate Application Form and throughout the application process is accurate. You agree to promptly update us with any changes to this information during the Term of the Agreement.
3. Intellectual Property Rights
3.1. We grant you a non-exclusive, non-transferable, and revocable license to use the Advertising Material on your Affiliate Site and to access the Traffico Site solely for the purpose of promoting the Advertiser Site and referring Customers, in line with this Agreement and the terms of any Ad Campaign.
3.2. All intellectual property rights related to the Traffico Site and the Advertising Material belong to us or the Advertiser. Any third-party intellectual property rights will remain the property of their respective owners.
3.3. If either Party becomes aware of any claim or action related to the infringement or alleged infringement of intellectual property rights that could affect the use or distribution of the Advertising Material, they must notify the other Party immediately.
3.4. This Agreement does not grant either Party any rights, title, or interest in the trademarks, trade names, service marks, or other intellectual property of the other Party or the Advertiser. Neither Party shall challenge or assist others in challenging the trademarks of the other Party or Advertiser during or after the Term. Neither Party shall attempt to register any trademarks that are similar or confusingly similar to those belonging to the other Party, their associated companies, or the Advertiser.
4. Registration for Ad Campaigns
4.1. We will inform you of new Ad Campaigns and provide the specific terms and conditions for each campaign.
4.2. By applying for registration in an Ad Campaign, you accept the specific terms and conditions, including the applicable Fees, as irrevocable. We reserve the right to accept or reject your registration, and our decision is final, with no right of appeal.
5. Marketing
5.1. We will supply the necessary information and marketing materials to display and link to the relevant Advertising Material for an Ad Campaign.
5.2. You agree to market and promote the Advertiser Site on your Affiliate Site by displaying and linking to the Advertising Material according to our instructions, at your own expense.
5.3. When marketing and promoting the Advertiser Site, you agree to:
5.3.1. Conduct all marketing activities professionally, lawfully, and in compliance with this Agreement.
5.3.2. Use the Advertising Material provided within the Affiliate Program, or your own creatives and landing pages where the Ad Campaign allows them, and not alter tracking links without our prior written approval.
5.3.3. Avoid displaying Advertising Material on unauthorized sites. If your Affiliate Site undergoes significant changes, you must notify us, and we reserve the right to terminate this Agreement or any Ad Campaign.
5.3.4. Ensure that your Affiliate Site does not contain any material that is defamatory, discriminatory, obscene, unlawful, or otherwise inappropriate, including explicit, pornographic, or graphically violent content.
5.3.5. Not target individuals under the legal age for gambling.
5.3.6. Avoid targeting jurisdictions where gambling, or the promotion of gambling, is illegal.
5.3.7. Refrain from targeting any jurisdiction specifically prohibited by the Advertiser.
5.3.8. Not register as a Customer or make deposits directly or indirectly into any account for personal use, nor artificially increase Fees or commit fraud. Violating this will be considered fraud.
5.3.9. Avoid generating traffic to the Advertiser Site through illegal or fraudulent activities, including forced clicks, spam, incorrect metatags, or multiple registrations.
5.3.10. Refrain from using framing, pop-ups, or pop-unders to promote the Advertiser Site unless the Ad Campaign allows them, and not assist or authorize third parties to do so.
5.3.11. Unless otherwise agreed, you will not offer any potential Customer incentives, such as money or other benefits, to use or click on the Advertising Material on your Affiliate Site.
6. Reporting
6.1 You agree to place tracking links or implement tracking codes on your Affiliate Site as per our instructions to ensure accurate tracking of user actions, including impressions, clicks, registrations, and deposits.
7. Fees and Payment
7.1. We will pay you the Fees agreed upon for each Ad Campaign, subject to the terms of this Agreement. Fees are inclusive of any applicable taxes, such as value-added tax.
7.2. You acknowledge that the Fees we pay you are derived from the remuneration we receive from the Advertiser, based on the same payment structure outlined in the Ad Campaign terms.
7.3. The Fees payable will be determined based on the data we collect regarding Customer activity from your Affiliate Site, such as impressions, clicks, registrations, and deposits.
7.4. Unless we agree otherwise in writing, no Fees will be payable for any activity generated in violation of this Agreement, particularly any breach of clause 5.3.
7.5. Subject to clause 7.2, Fees will be calculated at the end of each month and paid between 15 and 30 days after the month's end, at our discretion, provided that the balance exceeds a Minimum Threshold determined by us. If the balance is below the Minimum Threshold, it will roll over to the next month until the threshold is met.
7.6. Fees will be paid using the Remuneration Method you selected in your Affiliate Application Form or during the application process. We reserve the right to correct any errors in the calculation of Fees, and any underpayments or overpayments will be settled accordingly.
7.7. You may request a change in the Remuneration Method at any time by notifying us in writing. We will decide at our discretion whether to accept the request, and our decision is final with no right of appeal.
7.8. Acceptance of any payment from us will be considered as full and final settlement of the balance for the specified period.
7.9. If you dispute the balance due, you must notify us in writing within 15 days, providing reasons for the disagreement. Failure to do so will be considered an irrevocable acceptance of the balance for that period.
7.10. You are solely responsible for paying any taxes, levies, or other charges owed to tax authorities locally or abroad on the revenue you generate under this Agreement. We are not liable for any unpaid taxes or other amounts due by you.
7.11. All payments will be made in US Dollars or another currency we specify. If payments are made in a currency other than US Dollars, they will be converted based on the prevailing exchange rate. You will bear any losses resulting from exchange rate fluctuations.
8. Warranties
8.1. You warrant that:
8.1.1. You are of legal age in the applicable jurisdiction to enter into this Agreement.
8.1.2. You are legally authorized to enter into binding agreements on behalf of the Affiliate and the Affiliate Site.
8.1.3. You own all rights, licenses, and permits to promote the Advertiser Site on the Affiliate Site in accordance with this Agreement.
8.1.4. You will comply with all applicable laws, rules, and regulations in displaying the Advertising Material and promoting the Advertiser Site.
8.1.5. You will abide by all terms and conditions related to advertising and any instructions, rules, or guidelines provided by the Advertiser.
8.1.6. You will comply with the rules, terms, and conditions of any Ad Campaigns you select.
8.1.7. You have read, understood, and accepted the terms and conditions of this Agreement.
8.1.8. You will perform your obligations with the skill, care, diligence, and prudence expected of a skilled contractor, in accordance with all applicable laws and regulations.
8.1.9. You will adhere to the terms of this Agreement and any rules or guidelines provided on the Traffico Site.
8.1.10. You will comply with all security guidelines and other requirements we may issue from time to time.
8.1.11. You will not register any domain names, search terms, or identifiers incorporating terms identical or similar to the intellectual property rights, particularly trademarks, owned by Traffico or the Advertiser.
9. Monitoring
9.1. We reserve the right to monitor your Affiliate Site to ensure compliance with this Agreement, the terms of any Ad Campaign, and applicable laws.
9.2. You agree to provide us with all necessary data and information, including usernames and passwords, to facilitate this monitoring. No compensation will be provided for such data.
10. Term and Termination
10.1. This Agreement is valid for one year and will automatically renew for successive one-year terms unless either party provides 30 days' written notice of termination. Notice may be given by email.
10.2. We may terminate or suspend this Agreement immediately if you:
10.2.1. Breach any term of this Agreement;
10.2.2. Become insolvent or subject to bankruptcy, administration, or liquidation;
10.2.3. Are, in our opinion, in violation of applicable laws or regulations;
10.2.4. Have not registered for an Ad Campaign for one year.
10.3. We may also terminate or suspend this Agreement, or any Ad Campaign, if the Advertiser terminates or alters their agreement with us. In such cases, we are not liable for any resulting losses or costs. We may, at our discretion, assign our rights under this Agreement to the Advertiser or continue paying you Fees, provided we continue receiving payment from the Advertiser.
10.4. Upon termination:
10.4.1. You will remove all Advertising Material and references to the Advertiser Site from your Affiliate Site and other marketing channels;
10.4.2. All rights and licenses granted to you under this Agreement will terminate, and you will cease using any Traffico intellectual property;
10.4.3. You will be entitled only to any earned and unpaid Fees as of the termination date, though we may withhold the final payment to ensure accuracy.
10.5. If this Agreement is terminated due to breaches specified in clauses 5.3.8 or 5.3.10, or if Fees were received due to fraudulent activity, we may reclaim any improperly paid Fees and seek legal redress.
10.6. Upon termination, you will not be entitled to any further Fees or payments from us.
10.7. You must return all Confidential Information to us upon termination of the Agreement.
10.8. Termination does not release you from any liability for breaches occurring before termination, particularly regarding confidential information.
11. Disclaimer
11.1. We make no guarantees that our services, including the Traffico Site or the Advertiser Site, will be uninterrupted or free of errors. To the fullest extent allowed by law, we shall not be held liable for any consequences arising from such interruptions or errors.
11.2. You acknowledge and agree that the Advertising Material and the Affiliate Program are provided "as is," without any warranties, whether express or implied.
11.3. All conditions, warranties, terms, and assurances, whether express or implied, statutory or otherwise, regarding the delivery, performance, quality, accuracy, fitness for purpose, or reliability of the Advertising Material or the Affiliate Program, are excluded to the maximum extent allowed by law.
11.4. This clause shall remain in effect even after the termination of this Agreement.
12. Indemnity
12.1. You agree to defend, indemnify, and hold harmless Traffico, along with its affiliates, parent companies, sister companies, other group companies, successors, officers, employees, agents, directors, shareholders, and legal representatives, from any and all claims, liabilities, and expenses (including reasonable attorney and expert fees) arising from or related to:
12.1.1. Any breach of your representations, warranties, or obligations under this Agreement;
12.1.2. Your use or misuse of the Advertising Material;
12.1.3. Any conduct or activities occurring under your user ID and password;
12.1.4. Any defamatory, libelous, or illegal content on the Affiliate Site or within your information and data;
12.1.5. Any claim that the Affiliate Site or your information and data infringe upon a third party’s intellectual property rights or violate their privacy or publicity rights;
12.1.6. Any third-party access or use of your Affiliate Site or data;
12.1.7. Any claims related to the Affiliate Site; and
12.1.8. Any violation of this Agreement.
12.2. Traffico reserves the right to participate in the defense of any matter, at its own expense.
12.3. This clause shall survive the termination of this Agreement.
13. Limitation of Liability
13.1. Traffico, its affiliates, parent companies, sister companies, other group companies, successors, officers, employees, agents, directors, shareholders, and attorneys shall not be liable for any indirect or consequential damages, including but not limited to loss of revenue, profits, interest, or customers, even if such damages were foreseeable.
13.2. Traffico total liability for direct damages, excluding cases of death or personal injury, arising from failure to comply with this Agreement or caused by a tort in connection with the Agreement, shall be limited to an amount equal to the Fees paid by Traffico to you in the two months immediately preceding the event that caused the damages. In any event, the total liability for such direct damages shall not exceed US$10,000.
13.3. This clause shall remain in effect even after the termination of this Agreement.
14. Advertiser Rights
14.1. You acknowledge that the Advertiser reserves the right to refuse service to any Customer or to close a Customer's account if necessary to comply with the Advertiser's terms and conditions, applicable law, or to protect the Advertiser's interests. We are not liable for any such refusal or account closure.
15. Confidentiality and Data Protection
15.1. Except as expressly permitted under this Agreement, both parties agree to keep all Confidential Information of the other party confidential and use it solely for the purpose of fulfilling the Agreement. You are prohibited from using the Confidential Information for personal commercial gain or any other purpose, nor should it be disclosed directly or indirectly to any individual or third party without prior explicit written consent from Traffico.
15.2. Both parties will jointly decide the content and timing of any communications regarding their relationship. Such communications will only be released at a mutually agreed time and in a manner agreed upon by both parties.
15.3. This confidentiality clause will remain in effect after the termination of this Agreement.
15.4. You guarantee that you will comply with all applicable data protection laws and regulations.
16. Force Majeure
16.1. Neither party shall be held liable for any delay or failure to meet its obligations under this Agreement if such delay or failure is due to circumstances beyond its reasonable control, and not caused by its own fault. Such circumstances may include but are not limited to labor disputes, strikes, industrial disruptions, natural disasters, acts of terrorism, floods, lightning, communication or utility failures, earthquakes, or other unforeseen events.
16.2. In the event of force majeure, the affected party will be excused from fulfilling its obligations to the extent that the force majeure event prevents performance. However, if the event continues for more than thirty (30) days, either party may terminate the Agreement by providing written notice to the other party.
16.3. Neither party will be liable for force majeure events, provided that each party takes all reasonable measures to minimize the impact of the event on its obligations under the Agreement.
17. Changes to this Agreement
17.1. Traffico reserves the right to modify, amend, remove, or add to any provisions of this Agreement at its sole discretion, at any time, and without prior notice, subject to the terms outlined in this Agreement. Any changes will be posted on the Traffico Site.
17.2. Your continued participation in the Affiliate Program, use of the Traffico Site or services, or acceptance of any Fees from Traffico signifies your irrevocable acceptance of this Agreement and any amendments. As a result, you are required to continuously comply with the terms of this Agreement.
18. Assignment
18.1. You may not assign or transfer this Agreement, whether by operation of law or otherwise, without obtaining prior written consent from Traffico.
19. Relationship of the Parties
19.1. Nothing in this Agreement, nor any actions taken by either party, shall be interpreted as establishing either party, or their employees, agents, or representatives, as an employee or legal representative of the other party. Furthermore, this Agreement does not create any partnership, joint venture, or association between the parties, nor does it grant either party any express or implied authority to enter into agreements or make commitments on behalf of the other party, or to impose any obligations on the other party.
20. Severability
20.1. Wherever possible, each provision of this Agreement shall be interpreted in a way that is effective and valid under applicable law.
20.2. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, it will be deemed ineffective only to the extent of that invalidity or unenforceability, without affecting the validity or enforceability of the remaining provisions of the Agreement.
20.3. No waiver of any rights under this Agreement shall be inferred from a party’s conduct or failure to enforce such rights, and any waiver must be in writing to be valid.
21. Governing Law and Jurisdiction
21.1. This Agreement shall be governed by and construed in accordance with the laws of Israel. Any legal action or dispute arising out of or relating to this Agreement must be brought in the courts of Israel, and the Affiliate hereby irrevocably consents to their jurisdiction.
