Terms of Service - Metaverse Games Studio B.V. [iWhale Partners]

This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and between Metaverse Games Studio, doing business under the brand name [iWhale] ("[iWhale]" or "we"), and you, ("you" or "Affiliate") the party submitting an application to become an [iWhale] affiliate. The terms and conditions contained in this Agreement apply to your participation with https://iwhale.irev.com/ (the "Affiliate Program"). Each Affiliate Program offer (an "Offer") may be for any offering by [iWhale] or a third party (each such third party a "Client") and may link to a specific website for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.

Enrollment in the Affiliate Program

You must submit an Affiliate Program application from our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.

Obligations of the Parties

Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, [iWhale] agrees as follows:

1. Links and Media: We will make available to you via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which you may display on websites owned or controlled by you, in emails sent by you and clearly identified as coming from you, and in online advertisements (collectively, "Media"). The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Web Site.

2. Commissions: We will pay Affiliate for each Qualified Action (the "Commission"). A "Qualified Action" means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not 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, (iii) is not using pre-populated fields, (iv) completes all of the information required for such action within the time period allowed by [iWhale], and (v) is not later determined by [iWhale] to be fraudulent, incomplete, unqualified, or a duplicate.

3. Payment Terms: We will pay you any Commissions earned monthly, provided that your account is currently greater than $XX. Accounts with a balance of less than $XX will roll over to the next month and will continue to roll over monthly until $XX is reached. We reserve the right to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action. Payment for Commissions is dependent upon Clients providing such funds to [iWhale], and therefore, you agree that [iWhale] shall only be liable to you for Commissions to the extent that [iWhale] has received such funds from the Clients. You hereby release [iWhale] from any claim for Commissions if [iWhale] has not received such funds from the Clients.

4. Invoices and Disputes: [iWhale] shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by [iWhale] in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to [iWhale] in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide [iWhale] with Affiliate's reports within three (3) days after the 30th day of the calendar month, and if [iWhale]'s and Affiliate's reported statistics vary by more than 10% and [iWhale] reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then [iWhale] and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then [iWhale]'s numbers shall govern.

5. Outstanding Balances: If Affiliate has an outstanding balance due to [iWhale] under this Agreement or any other agreement between the Affiliate and [iWhale], whether or not related to the Affiliate Program, Affiliate agrees that [iWhale] may offset any such amounts due to [iWhale] from amounts payable to Affiliate under this Agreement.

Affiliate Obligations

Affiliate agrees to:

1. Media Responsibility: Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.

2. Content Standards: Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party, and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that [iWhale] informs you that it considers objectionable (collectively, "Objectionable Content").

3. Representation: Not make any representations, warranties, or other statements concerning [iWhale] or Client or any of their respective products or services, except as expressly authorized herein.

4. Media Appearance: Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by [iWhale] or Clients or a part of the Program Web Site, without prior written permission from us.

5. Compliance: Comply with all (i) obligations, requirements, and restrictions under this Agreement and (ii) laws, rules, and regulations as they relate to your business, your Media, or your use of the Links.

6. Third-Party Services: Comply with the terms, conditions, guidelines, and policies of any third-party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services, and ad networks.

7. Privacy Policy: Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use, and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to [iWhale] and Clients for use as intended by [iWhale] and Clients.

8. Terms and Conditions: Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by [iWhale] or Client, or as required by applicable laws regarding such Offers.

9. Platform Restrictions: Make sure not to place [iWhale] ads on any online auction platform (i.e., eBay, Amazon, etc.).

Program-Specific Terms

1. Email Campaigns: For all email campaigns, Affiliate must download the "Suppression List" from the Offers section of [iWhale]. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. [iWhale] will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to [iWhale] at partners@iwhale.gg. Affiliate's emails containing the Links may not include any content other than the Links, except as required by applicable law. Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal, or suspension from all or part of the Affiliate Program, possible legal action, and any other rights or remedies available to [iWhale] pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail or market to any suppression files generated through the [iWhale] network, and that doing so may result in Commission withholdings, removal, or suspension from the Affiliate Program, possible legal action, and any other rights or remedies available to [iWhale] pursuant to this Agreement or otherwise.

2. Advertising Campaigns: No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by [iWhale] in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window, and any client-side ad serving software used by Affiliate shall only have been installed on an end-user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain