Applicability
The following terms and conditions (“Terms and Conditions”) shall apply to any of the Services (as defined below) to be provided by an affiliate (as defined below) to Coothmax (as further detailed below).
By signing up, registering or otherwise enrolling as an ‘ affiliate ’ on Coothmax’s network, the affiliate declares to agree with and accept the applicability of these Terms and Conditions. The registration form and sign up information of affiliate, together with these Terms and Conditions and the Code of Conduct (as defined below), collectively form the agreement between the affiliate and Coothmax(the “Agreement”).
Any changes or additions to these Terms and Conditions shall only be valid once agreed upon with Coothmax and confirmed in writing. The applicability of any other terms and conditions, including any terms or conditions which are implied by trade, custom, practice or course of dealing or which the affiliate may purport to apply or which are endorsed upon any correspondence or documents issued by the affiliate irrespective of their date of communication to Coothmax, are explicitly excluded.

Publisher acceptance and the Services
Upon acceptance of the affiliate to Coothmax’s affiliate network and the confirmation thereof by Coothmax, the affiliate shall start performing the Services to Coothmax.
Ultimately within 2 (two) business days after the Effective Date, the affiliate will also gain access to an affiliate Account and receive login details from Coothmax. The affiliate shall be independently responsible and liable for any actions (for example of employees of affiliate) under the affiliate Account.
Coothmax may (temporarily) withhold or deny acceptance of the affiliate for any reason and at any time without being or becoming liable towards the affiliate in respect thereof. This may for example be the case in the event that the registration or sign up form are not (yet) completed properly or appear to be incorrect. In such event, additional information may be requested from the affiliate by Coothmax.
With respect to providing the Services, the affiliate represents and warrants:
to perform the Services on a best efforts basis, thereby taking into account professional skill and care;
to adhere to specific instructions from Coothmax(e.g. following ‘notice and takedown’ and/or compliant requests);
that any information provided to Coothmax regarding itself and/or its business shall be true, accurate and complete;
that none of its Mediums contain false, untrue or misleading information;
to adhere to and comply with the obligations set forth in the Code of Conduct;
to procure that each Campaign shall be localized properly (i.e. translated correctly and in conformity with applicable local laws and regulations);
to act in compliance with any and all applicable laws, regulations (amongst others in relation to privacy) and/or industry codes (where applicable, e.g. for dating industry) of the countries where the Campaign and Ads will be advertised;
to provide Ads with applicable age rating, where applicable or legally required.
The affiliate shall indemnify and hold Coothmax harmless from and against any costs, damages or expenses resulting from any third party claims that arise from or are in any way relating to or resulting from the affiliate’s non-compliance with one or more of the representations and warranties mentioned under Clause 3.4.
The affiliate acknowledges that Coothmax receives its instructions for Campaigns and requests for the Services, from Advertisers. The Agreement does not comprise any obligation forCoothmax to retain the affiliate for (specific) Campaigns respectively Services.
Compensation and payment
For providing the Services during the Agreement, the affiliate is entitled to receive a Commission from Coothmax. In this respect, the affiliate acknowledges and accepts that Coothmax will invoice the Commission for the provided Services to itself on behalf of the affiliate.
The affiliate acknowledges and accepts that the Coothmax Statistics will comprise evidence for the calculation of the Commission, regardless of the affiliate’s right to provide evidence of the contrary. In this respect the affiliate also acknowledges and accepts that Coothmax shall implement and use tracking code software tools to monitor and register traffic and Conversion and potential Artificial Traffic generated on or via the Landing Page(s) of affiliate.
Coothmax may install multi-level fraud detection to optimize the prevention of Artificial Traffic. When Artificial Traffic is detected by Coothmax, the affiliate will be informed thereof. In the event that the affiliate detects Artificial Traffic, it must inform Coothmax without delay by written notice (including email).
The invoicing and payment terms will be determined by Coothmax, whereby the applicable payment term for Coothmax will not extent the term of 1 (one) month. Within the affiliate Account, the affiliate has insight in (amongst others) the running Campaigns, paid and outstanding Commission fees etc.
In the event that the affiliate wishes to dispute the accuracy of an invoice and/or the Coothmax Statistics, the affiliate must notify the dispute to Coothmax without delay but in no event later than within seven (7) days of the invoice date. If no disputes are made by the affiliate regarding an invoice from Coothmax within seven (7) days of the invoice date, the invoice will be deemed accepted by the affiliate.

Term, termination and suspension
The Agreement shall come into force on the Effective Date and shall remain in effect for a term of one (1) year after which it will be renewed and extended automatically by consecutive periods of one (1) year each, unless terminated earlier as per this Clause 5.
Both Coothmax and the affiliate are entitled to wholly or partly terminate the Service (for example regarding a specific Campaign), or to terminate the Agreement as a whole, with or without cause by providing written notice to the other party, thereby taking into account a notice period of at least seventy-two (72) hours, without incurring any liability towards the other party in respect hereof.
Both Coothmax and the affiliate are furthermore entitled to terminate the Agreement (in whole or in part) in writing, with immediate effect and without incurring any liability towards the other party, in the event the other party: (i) has been declared bankrupt, files for bankruptcy or requests a suspension of payments, or (ii) ceases its business or is in the process of liquidation.
Coothmax will also be entitled to immediately terminate the Agreement or to request the immediate (temporarily) suspension of the Services (in whole or in part, for example regarding a specific Campaign), without incurring any liability towards the affiliate, in the event of (i) the affiliate’s non-compliance with one or more of the warranties or representations under Clause 3.4 or (ii) the affiliate being in default of one or more of its obligations under the Agreement which default cannot be remedied or has not been remedied within eight (8) days after notification of default by or on behalf of Coothmax.
In the event Coothmax informs the affiliate that an Advertiser elected to (temporarily) hold, pause or amend a Campaign or Add, the affiliate will procure that the requested hold, pause or amendment will take effect within forty-eight (48) hours as from the notification (including by email) from Coothmax, unless Coothmax specifically instructs the affiliate otherwise at that time.
Upon termination or suspension of the Agreement in whole, or for the relevant part thereof (for example, a specific Campaign), the affiliate shall immediately cease the Service (or a specific Campaign as the case may be), delete all links in Landing Pages that relate to the relevant Campaign(s) and delete any Confidential Information of and/or provided byCoothmax, including all copies thereof. The affiliate shall furthermore immediately cease and delete any references to Coothmax (thereby including the use of any trademark, tradename and/or logo of Coothmax). For the avoidance of doubt, the affiliate shall not be entitled to receive any Commission on any Conversions made after the termination date, but it will not discharge the affiliate from its obligations under the surviving provisions of the Agreement, in particular Clauses 5.6, 6 (Intellectual Property Rights), 7 (Confidentiality) , 8 (Code of Conduct and data processing), 10 (Miscellaneous) and 11 (Applicable law).

Intellectual Property Rights
Coothmax or its licensors own all rights, titles and interests in the Intellectual Property Rights connected to Coothmax and Coothmax’s services.
The Advertiser or its licensor(s), own all rights, titles and interests in the Intellectual Property Rights in and connected to (any content of) the Campaign and the Ads.
During the term of the Agreement, or applicable Campaign (as the case may be), Coothmax hereby grants the affiliate with a non-exclusive, non-transferable and non-sub licensable right to copy, disclose, transfer or otherwise use (the Content of) the Campaign and Ads and related Intellectual Property Rights for the sole purpose of providing the Services.
Nothing in these Terms and Conditions or the Agreement is intended to include the transfer of any Intellectual Property Rights owned by Coothmax, Advertiser, or their respective licensors, to the affiliate.

Confidentiality
The affiliate shall keep confidential all Confidential Information disclosed by or received from, Coothmax, and the content of any communication with Coothmax or an Advertiser (as the case may be) in connection with the Services.
With respect to the Confidential Information, the affiliate: (i) shall not use or disclose such Confidential Information for any purpose except as necessary to fulfil the Services, or other obligations under the Agreement, or as required by law; (ii) shall limit access to the Confidential Information solely to employees, agents or any other person who need to obtain such access to fulfil the Services or any other obligation under the Agreement, and (iii) shall require its employees, agents and other persons who have access to the Confidential Information to abide by confidentiality obligations.
The affiliate shall be liable for any breach of the confidentiality obligations under this Clause by any of its employees, agents or any other person who obtained access to the Confidential Information.
Confidential Information shall not include information that is or has become publicly available through no fault of the affiliate or that was or has been rightfully and independently developed or obtained by the affiliate free from any duty of confidentiality.

Code of Conduct and data processing
At all times, the affiliate shall comply with the Code of Conduct.
In the event Coothmax (in its role as intermediary) receives a ‘notice and takedown’ and/or complaint request (for alleged unlawful or inappropriate content) from a third party regarding a Campaign and/or Ads placed by the affiliate, Coothmax will inform the affiliate thereof and will request immediate appropriate action from the affiliate.
The affiliate shall comply with all applicable law and regulations at all times, including applicable law relating to the collection, processing and transfer of personal data such as the European General Data Protection Regulation (“GDPR”). The affiliate shall indemnify and hold Coothmax harmless from and against any and all third party claims, damages, losses, costs or expenses or any damages or costs awards sustained or incurred by Coothmax in connection with any complaint made against Coothmax under the GDPR and similar legislation anywhere outside the European Economic Area (EEA) as a result of affiliate’s failure to comply with applicable data protection laws.
Coothmax is entitled to perform quarterly audit samples amongst the affiliates, thereby including affiliate, in order to confirm the affiliate’s compliance with the Agreement.

Liability and indemnification
In no event will Coothmax or any of its subsidiaries, Advertisers, affiliates, partners, licensors or suppliers be liable for any direct, indirect, consequential, punitive, special or incidental damages resulting from, arising out of or in connection with the access, use of, or inability to access or use the Service, even if Coothmax has been advised of the possibility of such damages, except to the extent that such damages arise directly and solely from wilful misconduct or gross negligence on the part of Coothmax itself.
In no event will Coothmax be liable for defects in the Service or Mediums, URL(s) or Coothmax Statistics, or for any damage caused by viruses or components of software and/or a Medium. Additionally, Coothmax has no control over, and shall therefore not be liable for, the content and lawfulness of Campaigns and Ads, or the acts or omissions of any other third parties.
If and to the extent any exclusion or limitation of liability or disclaimer of warranty set out in this Clause 9 shall not be allowed under applicable law, such exclusion, limitation or disclaimer will not apply to the affiliate, but only to the extent it shall not be allowed. In such case, such exclusion, limitation or disclaimer shall be limited to the extent required by applicable law.
Except to the extent that liability cannot be limited under applicable law, any and all liability of Coothmax is limited to the amount paid out, if any, under its liability insurance coverage in the matter concerned.
In any event, a claim on Coothmax shall lapse in case Coothmax did not receive written notice of such a claim no later than within twelve (12) months after the earlier of (i) termination date of the Agreement, (ii) the discovery by the affiliate of an event or circumstance that gives or may give rise to that claim or (iii) the moment that the affiliate could have reasonably discovered an event or circumstance that gives or may give rise to that claim.
The affiliate indemnifies and hold Coothmax, its subsidiaries, and each of their respective officers, directors, partners, members, managers, employees, agents and attorneys harmless from and against all third party claims that arise from or are in any way connected to the Services from the affiliate, the affiliate’s non-compliance with one or more of the warranties or representations under Clause 3.4, or one of the disclaimers stipulated under Clause 9.2, unless such claims directly result from wilful misconduct or gross negligence by Coothmax itself. This indemnification includes any legal costs.

Miscellaneous
Coothmax reserves the right to unilaterally amend these Terms and Conditions, including the Code of Conduct from time to time. Any such amendments shall be effective 14 days after notification to the affiliate. If the affiliate rejects the amendments, the affiliate is required to notify Coothmax hereof within 7 days after the notification date. Such rejection will imply that the affiliate shall terminate the performance of the Services upon the effective date of the amended Terms and Conditions. By continuing to provide the Services after receipt of the notification, the affiliate will be deemed to have accepted the amended Terms and Conditions.
If any provision of these Terms and Conditions should to any extent be or become invalid, void or unenforceable, the other provisions shall continue to be applicable and enforceable. With respect to the invalid or void provision, Coothmax shall provide an amended text for such provision which is valid and legitimate thereby respecting the initial objective of the original provision.
The affiliate may not assign or pledge its rights and/or obligations under the Agreement in whole or in part to any third party without the prior written consent of Coothmax.
Coothmax’s failure to exercise, or delay in exercising any rights under the Agreement or these Terms and Conditions does not constitute a waiver of such rights.
Nothing in these Terms and Conditions or in the Agreement shall create or be deemed to create a partnership or relationship of employer and employee between Coothmax and the affiliate.