Affiliate – Terms and Conditions

Terms and Conditions Agreement for Gambea Collective, S.L.* Referral Program

(*) Updated as of: June 19, 2020

Terms of Service

This text describes the commercial conditions for the use of the services offered by Gambea Collective, S.L. (hereinafter referred to as “Gambea”) in its Referral Programme. Gambea is a registered trademark owned by the company Gambea Collective, S.L., with VAT number B-40534828 and registered office at Calle Juan Llorens, Valencia (46008), Spain. All exploitation rights are reserved. This company has the exclusive rights to exploit them in any form and, in particular, the rights of reproduction, distribution, public communication and transformation.

In order to use the services provided through Gambea, it is necessary for the user to read the following terms and finally accept the conditions proposed here. To do so, simply click on the “Accept” button at the end of this registration.

Any person or entity who participates or intends to participate in our affiliate or referral marketing program (the “Affiliate Program” or “Referral Program”, such person or entity being referred to as “you” or an “Affiliate”), must accept and adhere to this Affiliate Program Agreement (the “Agreement”) without making any changes or modifications to it. By signing up for or using the Affiliate Site, you agree to this Agreement, including the Program Policies (defined in this Agreement below), which are expressly incorporated herein by reference (e.g., but not limited to, the Affiliate Program Participation Requirements or the Affiliate Program Fee Schedule). Please read the Programme Policies carefully.

If you have any questions regarding these terms, you may contact Gambea via the contact form on the Gambea website.

Acceptance of these terms implies that you and Gambea have entered into a commercial contract for the provision of services, subject to your compliance with the terms and conditions set forth herein.

Description and commissions of the Affiliate Programme

The Affiliate Program allows you to monetize and earn revenue from your website, user-generated content on your social media or online software applications (collectively, your “Site”) by placing links on your Site to a Gambea Site through which referred users may purchase products located on the Gambea Site. Such links must properly use the special “tagged” link formats provided by us and comply with this Agreement (“Special Links”).

When our customers click on a Special Link to purchase an item being sold or a service being offered on the Gambea Site, or to take other actions, you may receive program commissions for those qualifying and eligible purchases as described (and subject to the limitations set forth) in the Affiliate Program Commission Schedule in this Agreement. In order to facilitate the advertising of these items or services, we may provide and make available to you data, images, text, link formats, widgets, links, marketing content and other linking tools, programme application interfaces and any other information related to the Affiliate Programme (the “Programme Content”). Data, images, text or any other information or content relating to product offerings from any site other than the Gambea Site are expressly excluded from the Programme Content.

Gambea will remunerate registered users in accordance with the terms of this Agreement with the following amounts from the Commission Schedule:

Product Category Fixed Commission Rates (%) Special Conditions.
10% ROPA
These remunerations may be subject to changes depending on the price development that Gambea obtains. These changes, if they occur, will be communicated to users via the website.

The considerations indicated for each of the messages received by the user will be computed in the account of each of them provided that the conditions established in this Agreement are fulfilled.

Gambea will pay the amount accrued on a quarterly basis for sales through the Referral Programme provided that the following conditions are met:

• The amounts accumulated in your personal account are greater than €50 (hereinafter the “Minimum Commission”).
• The user requests payment.
• That the user sends an invoice for the amounts to be charged, or otherwise indicates that he/she prefers self-billing.

Gambea will credit the user’s account from the 15th day of the month following receipt of the payment request.

Gambea, before proceeding with the payment, reserves the right to check that the accumulated income is lawful, in order to avoid any kind of fraud in the service, as well as in the conditions of membership set out in this Agreement.

Gambea will not transfer any amounts accrued by the User if such amounts do not exceed the Minimum Commission (as defined above). Accordingly, if a User terminates, for any reason, the provision of the Services and the accrued amounts do not exceed the Minimum Fee, the User shall have no claim against Gambea for payment of the accrued amounts.

If within a period of 10 years a User has not accumulated a balance equal to or greater than the Minimum Fee, Gambea reserves the right to cancel the accumulated amounts.

If a User does not register any activity in the Referral Programme as set out in the Terms and Conditions of this Agreement within a period of one (1) year, Gambea reserves the right to cancel the accumulated amounts.

Affiliate Program Compliance Requirements

In order to participate in the Affiliate Program and receive commissions, you must comply with the provisions of this Agreement.

You must also promptly provide us with any information we request to verify your compliance with this Agreement.

In the event that you breach this Agreement, or the terms and conditions of any other Gambea marketing agreement, we reserve the right, in addition to any other rights and remedies available to us, to withhold in perpetuity and to the extent permitted by law (and you acknowledge that you will not be entitled to receive) any commissions which, otherwise payable to you under this Agreement, whether or not directly related to such breach, all without notice and without prejudice to Gambea’s rights to seek damages in excess of such amount.

Gambea’s customers

Our customers are not and do not, by virtue of their participation in the Affiliate Program, become your customers. Accordingly, as between you and us, all prices, terms of sale, rules, policies and operating procedures relating to customer orders, customer service and product sales contained on the Gambea Site shall apply equally to such customers and may be changed at any time. You may not deal directly with, address, or handle any contact received from, any of our customers; and, if any of our customers contact you about a matter relating to interaction with a Gambea Site, you must advise them that customers are required to follow the contact instructions on that Gambea Site for customer service matters.

Warranties

You represent, warrant and undertake to: (a) to participate in the Affiliate Program and to create, maintain and operate your Site in accordance with the provisions of this Agreement; (b) that neither your participation in the Affiliate Program, nor the creation, maintenance, or operation of your Site will violate any applicable laws, rules, rules, ordinances, regulations, orders, licenses, permits, permissions, guidelines, codes of conduct, industry standards, self-regulatory standards, judgments or decisions or any other requirements of any governmental authority having jurisdiction over you (including all communications, data protection, advertising and marketing regulatory rules); (c) that you have the authority and legal capacity to enter into contracts (e.g., that you are not a minor or otherwise incapable of contracting); (d) that you have independently evaluated the desirability of participating in the Affiliate Programme and are not relying or relying on any representation, warranty or representation other than those expressly set forth in this Agreement; (e) that you will not participate in the Affiliate Programme or use other Service Offerings if you become subject to United States (U.S.) or European Union (EU) sanctions; (f) that you will not participate in the Affiliate Programme or use other Service Offerings in the event that you become subject to United States (U.S.) or European Union (EU) sanctions; and (g) that you will not use the Affiliate Programme or other Service Offerings in the event that you become subject to United States (U.S.) or European Union (EU) sanctions or any other applicable laws or regulations. (e) that you will not participate in the Affiliate Program or use other Service Offerings if you are subject to United States (U.S.) or European Union sanctions, or any other similar sanctions consistent with United States (U.S.) or European Union law imposed by the governments of the country in which you use any Service Offerings; and, (f) that the information you provide in connection with the Affiliate Program will at all times be accurate and complete. You can and will be able to update your information by logging into your account on the Affiliate Site and selecting the “Account Settings” option.

We make no representations or warranties or commitments with respect to the volume of traffic or amount of commissions that you can expect, at any time, by reason of your participation in the Affiliate Program, and in no event shall we be liable for any actions or actions you take or may take based on your own expectations.

Identification as an Affiliate

You must clearly state and display the following, or a statement of substantially similar content previously authorised in accordance with the provisions of this Agreement, on your Site or any other location authorised by Gambea to display such content or make any other use of Program Content: “As an Affiliate of Gambea, I earn revenue from applicable qualifying affiliate purchases. Except for this statement, you may not make any other public communication or representation regarding this Agreement or your participation in the Affiliate Program without our prior written permission. In addition, you may not make any misrepresentation or misrepresent or distort the relationship between us and you (including making any representation that expresses or implies that we in any way support, endorse or sponsor you), or state or imply, either expressly or impliedly, the existence of any affiliation or association between us and you or any other person or entity, except to the extent expressly authorised under this Agreement.

Term and Termination

This Agreement shall become effective and the term of this Agreement shall commence upon your registration or use of the Affiliate Site. Either you or we may terminate this Agreement at any time, either with or without cause (automatically and without recourse to the courts, if permitted by applicable law), by giving written notice to the other party. In such event, the termination of the Agreement shall be effective and shall take effect seven (7) calendar days after the date on which such notice is given. You may give notice of termination of this Agreement through the Affiliate Site by logging into your account and selecting the option to close your account under the “Account Settings” tab.

In addition, upon good cause shown, we shall be entitled to suspend your account or terminate, with immediate effect, this Agreement by giving you written notice if any of the following situations arise: (a) you have committed a material breach of this Agreement; (b) you fail to remedy such breach within seven (7) days; (c) we believe that we may be faced with claims or liabilities by reason of or arising out of your participation in the Affiliate Programme; (d) you have participated in the Affiliate Programme for illegal, misleading or fraudulent purposes; (e) we believe that our brand or reputation may be damaged by you or your participation in the Affiliate Programme; (f) we believe that you are a fraudulent, deceptive or misleading participant in the Affiliate Programme; or (g) we believe that you are a fraudulent, deceptive or misleading participant in the Affiliate Programme; (f) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or either party’s activities under this Agreement; (g) we have previously terminated this Agreement with you (or suspended your account) or with other persons who we determine are affiliated with you, or acting in concert or collusion with you for any reason; or (h) we have terminated and closed the Affiliate Programme in the form and version in which we generally make it available to participants. For clarification purposes, and for the purposes of (a) above, any breach of Clause 5 and the Programme Policies shall be deemed a material breach of this Agreement for the purposes of (a) above.

Upon termination of this Agreement, we reserve the right to withhold, for a reasonable period of time following such termination, the relevant advertising fees due and owing in order to ensure that the correct amounts are paid (e.g. to account for cancellations and refunds).

Upon termination of this Agreement, for any reason whatsoever, all rights and obligations of the parties, including all licences granted under this Agreement, shall terminate, with the exception of the rights and obligations of the parties set out in Clauses 3, 4, 5, 6, 7, 10, and 11 of this Agreement, and as set out in the Programme Policies, and outstanding and unpaid payment obligations under this Agreement, which shall survive termination of this Agreement. Termination of this Agreement shall not relieve the parties from liability to each of them for breach of this Agreement, or otherwise arising under this Agreement prior to its termination.

Disclaimer of Liability

The affiliate program, the Gambea Site, the products and services offered on the Gambea Site, any special links, link formats, content, product advertising api, data feeds, advertising content, trademarks and logos (including Gambea’s trademarks and designs) and all technology, software, software, functions, materials, data, images, text and other intellectual property rights, information and content provided or used by Gambea in connection with or in connection with the affiliate program (collectively, the “Service Offerings”) are provided and offered on an “as is” and “as available” basis.

Gambea makes no representations or warranties of any kind, express or implied, statutory or otherwise, with respect to the Service Offerings. In addition, Gambea disclaims all warranties or representations with respect to the Service Offerings, including any implied warranties of title, merchantability, satisfactory quality, fitness or suitability for a particular purpose or non-infringement of third party rights, and any warranties arising from any law, custom, act or practice, performance or trade usage. We reserve the right to discontinue any Service Offering, or to change the nature, features, functions, scope or operation of any Service Offering, at any time and from time to time at our sole discretion. No warranty is given that the Service Offerings will continue to be provided, will perform as described, as expected or in any particular way, or that they will be uninterrupted, inaccurate, error-free, or free of harmful components, nor shall we be responsible or liable for (a) any errors, inaccuracies, viruses, malware, viruses, malicious software, or other malicious software, or (b) any other malicious software, viruses, viruses, malware, malicious software, malicious software, or other malicious software, inaccuracies, viruses, malicious software or service interruptions, including power outages or system failures, or for (b) unauthorised access to or alteration, deletion, destruction, damage or loss of your Site or any of your data, images, text or other information or content. Advice or information you may obtain from us or any other person or entity or through the Service Offerings shall not create or imply the creation of any warranty not expressly set forth in this Agreement. Further, we shall not be liable for any indemnification, reimbursement or compensation for any damages arising from (x) any loss of profits or potential revenues, anticipated sales, goodwill or other advantages or benefits; (y) any investments, expenses or commitments you make or have made in connection with your participation in the Affiliate Programme; or (z) the termination or suspension of your participation in the Affiliate Programme. Nothing in this clause 7 is intended to exclude or limit or shall operate to exclude or limit any warranties, liabilities or representations which cannot be excluded or limited under Applicable Law.

Limitation of Liability

Gambea is not responsible, and shall not be liable, for any indirect, consequential, special, punitive or punitive damages or any lost profits, loss of goodwill, loss of use or data arising out of the Service Offerings, even if advised of the possibility of such damages. In addition, the total liability arising from the Service Offerings shall not exceed the total fees paid or payable to you under this Agreement in the twelve months immediately preceding the date of the occurrence of the event giving rise to the most recent claim of liability. You hereby waive any rights or remedies available to you in equity, including the right to seek specific performance, injunctive relief or any other form of equitable relief in connection with this Agreement. Nothing in this clause is intended to limit or shall serve to limit any liability which is not capable of limitation under Applicable Law.

Duty to Indemnify

To the fullest extent permitted by Applicable Law, we disclaim any and all liability for matters directly or indirectly related to the creation, maintenance or operation of your Site (including your use of any service offerings) or your breach of this agreement; and you agree to defend, indemnify, hold harmless and hold us and our respective officers, directors and agents harmless from and against any and all claims, damages, losses, liabilities, costs and expenses (including attorneys’ fees) relating to or arising from (a) your Site or materials appearing on your Site, including the combination of your Site or such materials with other applications, content or processes; (b) the use, development, design, manufacture, production, advertising, promotion or marketing of your Site or materials collected or displayed on your Site; (c) your use of any service offering, whether or not such use is authorised by this agreement or in violation of applicable law; (d) your breach of any term or condition of this agreement (including any programme policy); (e) your taxes and duties or the collection, payment or failure to collect or pay your taxes or duties, or failure to comply with tax registration obligations or duties; or (f) any negligent or willful misconduct on your part or on the part of your employees or contractors. We or our designees may bring legal actions and proceedings of any nature on behalf of any Gambea party, including, upon special mandate, the assertion or defence of a legal claim or the protection of rights, including for the purpose of enforcing this section.

Governing Law and Dispute Resolution

This Agreement shall be governed, in its entirety and without exception, by the laws of the Kingdom of the Kingdom of Spain (with the waiver of any Foral legislation). In addition, any dispute or controversy in any way relating to the Affiliate Programme or this Agreement (including any actual or alleged breach of this Agreement), or any transactions or activities carried out or performed under this Agreement, or your relationship with Gambea shall be subject to the laws of the Kingdom of Spain (without regard to its choice of law rules).

In the event of any conflict and/or dispute you irrevocably submit to the exclusive jurisdiction of the Courts of the city of Valencia (Spain).

Taxes

Any taxes or liabilities relating in any way to or in connection with the Affiliate Programme or this Agreement (including any actual or alleged breach thereof) and any transactions or activities carried out or performed under this Agreement or your relationship with us shall be subject to the taxation and fiscal laws of each state in which the activities under this Agreement are carried out.

Additional Provisions

From time to time, we may send you emails relating to the Affiliate Program. We may also (a) monitor, track, record, use and disclose information about your Site and users of your Site that we obtain as a result of your inclusion of the Special Links and Program Content (for example, that a particular Gambea customer clicked on a Special Link on your Site prior to purchasing a product on the Gambea Site); (b) review, monitor, track or otherwise investigate your Site for compliance with this Agreement; and (c) use, reproduce, distribute and display your logo and your implementation of the Program Content displayed on your Site as examples of best practices in our educational materials. For more information on how we handle and process personal information, please refer to the applicable Gambea Privacy Notice in its relevant section on our Site.

You acknowledge and agree that (a) Gambea may at any time (whether directly or indirectly) solicit and seek to obtain customers on terms that may be different from those contained in this Agreement; (b) at any time (whether directly or indirectly), operate sites or applications that are similar to or compete with your Site; (c) our failure at any particular time to require strict enforcement of a provision of this Agreement shall not constitute a waiver of our right to subsequently require strict enforcement of that provision or any other provision of this Agreement; and (d) any determinations or updates we may make, actions we may take and approvals we may grant under this Agreement may be made, taken or granted in our sole discretion, and will only be effective if provided in writing by us through an authorised representative.

You may not assign this Agreement, whether by operation of law or otherwise, without our express prior written approval. Subject to such restriction, this Agreement shall be binding upon and inure to the benefit of, and be enforceable against, the parties and their respective successors and assigns.

This Agreement incorporates, and you agree to abide by, the most current version of all policies, appendices, specifications, guidelines, attachments and any other rules referenced in this Agreement or accessible through the Affiliate Site (the “Program Policies”), which in turn includes updates to the Program Policies, as applicable, from time to time. In the event of any inconsistency between this Agreement and any Programme Policy, this Agreement shall prevail. This Agreement (including the Programme Policies) constitutes the entire agreement between you and us relating to the Affiliate Programme and supersedes and replaces any prior agreements and discussions. Whenever used in this Agreement, the words “include(s)”, “including”, “including”, “including”, “including”, “including”, and “for example” are used for illustrative purposes only and are not limited to.

Any information relating to Gambea that we provide or make available to you in connection with the Affiliate Program that is not generally known to the public, or that reasonably should be considered confidential, shall be considered “Confidential Information” of Gambea and shall remain the sole property of Gambea. You may only use and make use of such Confidential Information to the extent reasonably necessary for the execution and performance by You of this Agreement and You will ensure that all persons or entities having access to the Confidential Information in connection with Your account are aware of and comply with the obligations set forth in this clause. You shall refrain from disclosing and disclosing the Confidential Information to any third party (other than your related entities subject to confidentiality obligations) and shall take all steps reasonably necessary to protect the Confidential Information from any use or disclosure that is not expressly authorised under this Agreement. This restriction is in addition to the terms of any confidentiality or non-disclosure agreement, if any, that may exist between the parties.

You and we are independent contractors and nothing in this Agreement shall constitute or create any partnership, joint venture, agency, franchise, sales representative or employment relationship between you and us. You shall have no authority to make or accept any offers, representations or statements on our behalf. If you authorise, assist, encourage or facilitate any other person or entity to take or perform any action or action relating to the subject matter of this Agreement, you will be deemed to have taken or performed such action or action yourself.

Important:

Affiliate may not compete for keywords (SEM) directly related by Gambea. Commissions generated by this method will be declared null and void.

Modifications
We reserve the right to modify any of the terms and conditions contained in this Agreement, at any time and at our sole discretion, by posting a notice of change, a revised Agreement or a revised Program Policy on the Affiliate Site, or by sending you notice of such modification by email to the primary email address then linked to your Affiliate account. The effective date of such change, except for increases in Standard Program Fees and Special Program Fees, shall be the date indicated in the notification, which shall in no event be earlier than seven (7) calendar days after the date on which the notification is given. YOUR CONTINUATION IN THE AFFILIATE PROGRAMME AFTER THE EFFECTIVE DATE OF THE RELEVANT MODIFICATION SHALL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS MADE. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR SOLE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH CLAUSE 6.