Terms And Conditions - Affiliate

INDRODUCTION

This Affiliate Program Operating Agreement (the “Agreement”) is made and entered into by and between Rainmaker Network Ltd (“Rainmaker” or “we”), and you, (“you” or “Affiliate”) the party submitting an application to become a Rainmaker affiliate. The terms and conditions contained in this Agreement apply to your participation with club.rmkr.co (“Affiliate Program”). Each Affiliate Program offer (the “Offer”) may be for any offering by Rainmaker or a third party (each such third party a “Client”) and may link to a specific web site 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.

1. Affiliate Program Application

To Register for the Affiliate Program, you must complete and submit to our website, an Affiliate Program Application Form, which is included in our website. Through the completion of the application, you must not use any aliases or other means to mask your true identity or contact information.

2. Approval or Rejection of Affiliate Program Application

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 reserve the right to approve or reject ANY Affiliate Program Application at our sole and absolute discretion. The Affiliate will have no legal recourse against Rainmaker for the rejection of the Affiliate Program Application.

3. Reasons for Rejection

Without limiting the right to reject any application for any reason whatsoever , the Affiliate application will be rejected if it is not complete, if the Affiliate’s website contains images or content that is not acceptable to Rainmaker or is inconsistent with the image that Rainmaker wishes to create in association with its website, or if the Affiliate’s website contains any illegal, immoral, repulsive, defamatory, derogatory, harassing, harmful, threatening, obscene, vulgar, pornographic, racial or ethnic objectionable materials, depicts sexual situations, promotes discrimination on the basis of race, sex, sexual preference, national origin, ethnicity, nationality, disability, religious preference, or if the Affiliate’s site contains any material that appears to Rainmaker to violate any patent, trademark, copyright, trade secret, confidential information, or other property rights of any other party.

4. Obligations to the Affiliate

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

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 web sites 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. If the you desire to use your own creative materials prior written consent from Rainmaker is required.

5. Affiliate’s obligations

1. Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
2. 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, contains profanity or otherwise contains materials that Rainmaker informs you that it considers objectionable (collectively, “Objectionable Content”).
3. Not make any representations, warranties or other statements concerning Rainmaker or Client or any of their respective products or services, except as expressly authorized herein.
4. 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 Rainmaker or Clients or a part of the Program Web Site, without prior written permission from us.
5. Comply with any and all applicable laws and/or regulations relevant to its receipt and/or use of the Services (including in relation to clients and/or potential client);
6. 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. 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 Rainmaker and Clients for use as intended by Rainmaker and Clients.
8. Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Rainmaker or Client, or as required by applicable laws regarding such Offers.
9. Make sure to not place Rainmaker ads on any online auction platform (i.e. eBay, Amazon, etc).

The following additional program-specific terms shall apply to any promotional programs set forth below:

1. Email Campaigns. Affiliate must download the “Suppression List” from the Offers section of Rainmaker, for the email campaigns for which the Suppression List is created. 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. Rainmaker 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 Rainmaker at dpo@rainmaker.eu. Affiliate’s emails containing the Links may not include any content other than the Links, except as required by applicable law.
2. 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 Rainmaker pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail or market to any suppression files generated through the Rainmaker 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 Rainmaker pursuant to this Agreement or otherwise.
3. Opt-In: Affiliate agrees that their databases involve an opt-in process to enable ongoing communication of information and that the data collected have all required permissions. Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Rainmaker 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-English end user license agreement and the software be easily removed according to generally accepted methods.
4. Affiliate Network Campaigns. For all Affiliate’s that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the “Network”) for access and use by those affiliates in Affiliate’s Network (each a “Third Party Affiliate”). Affiliate agrees that it will expressly forbid any Third-Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third-Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third-Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third-Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third-Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third-Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Rainmaker the identity and contact information for such Third-Party Affiliate. Affiliate shall promptly remove any Third-Party Affiliate from the Affiliate Program and terminate their access to future Offers of Rainmaker in the Network upon written notice from Rainmaker. Unless Rainmaker has been provided with all truthful and complete contact information for a Third-Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by Rainmaker, Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.

6. Compensation

1. 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 Rainmaker and (v) is not later determined by Rainmaker to be fraudulent, incomplete, unqualified or a duplicate.
2. We will pay you any Commissions earned monthly, provided that your account is currently greater than 500 EUR for bank transfer payment requests. However, upon sole decision of Rainmaker the threshold to make the bank transfer to Affiliate might be reduced. Accounts with an unqualified balance will roll over to the next month and will continue to roll over monthly until the payment level 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.
3. Payment for Commissions is dependent upon Clients providing such funds to Rainmaker, and therefore, you agree that Rainmaker shall only be liable to you for Commissions to the extent that Rainmaker has received such funds from the Clients. You hereby release Rainmaker from any claim for Commissions if Rainmaker has not received such funds from the Clients.
4. By registering into the Affiliate Program, you expressly agree that you will generate invoices automatically from the system and these invoices are binding for payment in accordance with these terms and conditions. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Rainmaker in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to Rainmaker 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 Rainmaker with Affiliate’s reports within three (3) days after 30th day of the calendar month, and if Rainmaker’s and Affiliate’s reported statistics vary and Rainmaker reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then Rainmaker 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 Rainmaker’s numbers shall govern.
5. If Affiliate has an outstanding balance due to Rainmaker under this Agreement or any other agreement between the Affiliate and Rainmaker, whether or not related to the Affiliate Program, Affiliate agrees that Rainmaker may offset any such amounts due to Rainmaker from amounts payable to Affiliate under this Agreement.

7. Confidentiality

“Confidential Information” means any information disclosed to You by Rainmaker, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that You can establish: (a) was publicly known and made generally available in the public domain prior to the time of disclosure to You by Rainmaker; (b) becomes publicly known and made generally available after disclosure to You by Rainmaker other than through Your action or inaction; and/or (c) is in Your possession, without confidentiality restrictions, at the time of disclosure by Rainmaker as shown by Your files and records prior to the time of disclosure. Rainmaker`s Offer rates are considered “Confidential Information”. You shall not at any time: (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information; (ii) use any Confidential information; and/or (iii) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to You or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain Rainmaker’s personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Rainmaker immediately upon Rainmaker’s request.

Affiliate understands and agrees that any use or dissemination of Confidential Information in violation of this Agreement will cause Rainmaker irreparable harm, and that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information, and that Rainmaker may be left with no adequate remedy at law; therefore, Rainmaker shall be entitled, without waiving any other rights or remedies, to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction. Such remedies shall not be deemed to be the exclusive remedy for any breach of this Agreement but shall be in addition to all other remedies available at law or in equity.

This Section shall survive any termination of this Agreement for three (3) years thereafter.

8. Limited License & Intellectual Property

Rainmaker shall retain all right, title and interest in and to any materials, graphic, program, data, designs, products, banners, (collectively, the “Materials”) provided to the Rainmaker. We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the Program Website.

The Parties hereby acknowledge and agree that all patents, copyright, design, trademarks, trade secrets or any other intellectual property rights in any Materials, document, software, design, data, information, graphic, program or method, or any other copyright or other intellectual property whether or not actually protected or protectable or patentable, or any ideas, materials, products, inventions or works provided by Rainmaker shall be and shall remain the exclusive property of Rainmaker, and the Affiliate will not gain any trademark, copyright or other proprietary rights to such materials

You may not alter, modify, manipulate or create derivative works of the Links or any Rainmaker graphics, creative, copy or other materials owned by, or licensed to, Rainmaker in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Rainmaker’s trademarks, service marks, copyrights, patents or trade secrets. You agree that Rainmaker may use any suggestion, comment or recommendation you choose to provide to Rainmaker without compensation. All rights not expressly granted in this Agreement are reserved by Rainmaker.

The Affiliate will only use such items in the form, size, content, and appearance that the Rainmaker provided them to the Affiliate. The Affiliate agrees to display these items prominently on its website. These items may only be used if they contain a hypertext link to the Rainmaker’s website. This license shall immediately terminate upon the termination from the Affiliate Program. The Rainmaker may also terminate this license upon notice to the Affiliate in the event that the Affiliate’s use of these items is contrary to or does not conform with its standards, such standards to be determined in its sole and absolute discretion. The Affiliate agrees that the Rainmaker retains all right, title and interest in and to all such materials. The Rainmaker will retain all goodwill and other values associated with any of these materials. The Affiliate agrees not to take any action that is contrary to or inconsistent with the Rainmaker rights to these materials. The Affiliate will not use these materials in any way that is damaging, defamatory, disparaging, derogatory, or negative to the Rainmaker or that paints the Rainmaker in a false or negative light. The Rainmaker may revoke the limited license granted hereunder at any time in writing to the Affiliate. Upon termination or revocation, the Affiliate will immediately cease from any use this material.

The Affiliate is not permitted to use any other proprietary materials, including but not limited to trademarks, copyrights, logos, text, and any other materials that belong to the Rainmaker or to any other party and which may appear on the Rainmaker’s website.

The Affiliate grants to the Rainmaker a non-exclusive right and license to use the Affiliate’s trademarks, trade names, service marks, business names, web page titles, slogans, logos, and copyrighted materials for the purposes of promoting, advertising, announcing, or marketing the Affiliate participation in the Rainmaker Affiliate Program. The Affiliate represents and warrants to the Rainmaker that no other party has any rights in and to any of these materials and that these materials do not infringe upon or otherwise interfere with the rights of any other party. The Affiliate represents and warrants to be the absolute, sole and exclusive Rainmaker of all such materials and the Rainmaker of all trademark rights, copyrights, and other proprietary rights in and to the same. The Affiliate represents the right, power, and authority to license said materials to the Rainmaker as aforesaid and that the Affiliate is not under any legal or contractually limitation on the right to so license these materials. The Rainmaker has no obligation to announce, advertise, market, or promote the Affiliate participation in the Rainmaker Affiliate Program, but reserves the right to do the same at its sole discretion.

9. Data Protection

Affiliate shall ensure that:

(i) it has obtained all necessary rights from third parties and any notification or consent requirements which may be required from any person in relation to or for the purposes of processing data as a part of Affiliate Program in accordance with its obligations under this Agreement.

(ii) it has complied with all other requirements under any applicable privacy and data protection laws, regulations and mandatory codes.

Affiliate shall, upon request of Rainmaker, provide to Rainmaker all such documentation and information evidencing its compliance with the requirements of this Section.

Affiliate agrees and accepts that nothing in this Agreement creates an obligation for Rainmaker to share any information it gathers or acquires at any stage about any Client, with Affiliate.

Affiliate acknowledges and agrees to comply with all relevant data protection laws, including but not limited to the General Data Protection Regulation (GDPR). This includes obtaining necessary rights and consent from third parties for processing data as part of the Affiliate Program and ensuring compliance with all privacy and data protection regulations. Affiliate agrees to provide Rainmaker with documentation and information upon request to demonstrate compliance with these requirements. Additionally, Affiliate understands that Rainmaker is not obligated to share any information gathered or acquired about any Client with Affiliate under this Agreement.

10. Termination

The effectiveness of this Agreement shall not commence until the Affiliate’s Application is accepted by us. The effectiveness hereof and binding effect shall occur upon our acceptance of the Recipient Affiliate Program Application. This Agreement shall remain in full force and effect until terminated by either of the Parties. 

You may terminate your participation in the Affiliate Program at any time by removing all Links from your Media, deleting all copies of the Links, provided that Affiliate provides Rainmaker with a prior two (2) business days written notice. 

We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all Rainmaker or Client intellectual property, and will cease representing yourself as a Rainmaker or Client affiliate for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.

11. Remedies

In addition to any other rights and remedies available to us under this Agreement Rainmaker reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) Rainmaker determines that you have violated this Agreement, (ii) Rainmaker receives any complaints about your participation in the Affiliate Program which Rainmaker reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program

Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach.

12. Compliance with Laws and Policies

Each Party shall, at its own expense, comply with the Applicable Laws and Regulations relating to its activities under this Agreement, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals. Affiliate hereby represents that it shall at all times comply with the Applicable Laws and Regulations in providing such services.

Affiliate shall comply with the Internal Guidelines of Rainmaker which Affiliate confirms it has read, understood, and accepted.

13. Cooperation

Affiliate undertakes to cooperate, if required by any relevant authority in connection with the Affiliate Program and to allow Rainmaker, the Rainmaker’s compliance function or its internal or external auditors as well as its national competent authorities effective access to: (a) data (including all communications and all documentation in whatever mode or form) related to the Affiliate Program without withholding or delaying any such access or data; and (b) the business premises of Affiliate.

14. Prohibited Activities

14.1 Fraud: You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Rainmaker shall make all determinations about fraudulent activity in its sole discretion.

14.2.Misrepresentation: To maintain trust and reputation, Affiliates shall not make false or misleading claims about Rainmaker or its products. Any such misrepresentation could result in termination from the affiliate program.

14.3. Trademark Use: Unauthorized use of Rainmaker’s trademarks, trade names, or intellectual property is not permitted. Affiliates must seek prior written consent before using any of our branding materials, ensuring that they do so within the bounds of intellectual property law.

15. Representations and Warranties

The Affiliate hereby represents and warrants to Rainmaker that it possesses the complete power and authority to enter into this Agreement, constituting a valid and legally enforceable agreement, duly authorized by all necessary corporate or organizational actions and approvals. The Affiliate’s entry into this Agreement is not prohibited by any document, law, rule, or regulation, nor does it violate any court or administrative order. Similarly, Rainmaker represents and warrants that it shall not knowingly violate any applicable law, rule, or regulation in its business operations or proprietary products/services.

16. Notices

Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by facsimile or email; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally-recognized overnight courier service to the address of the respective party as indicated herein. Notices to Rainmaker shall be sent to support@rainmaker.eu. Notices to Affiliate shall be sent to Affiliate at its most recent email address set forth in its account information. Affiliate agrees to receive electronic communications from Rainmaker, at the email address provided by Affiliate. Affiliate further agrees that any notice or other communication that Affiliate sends it electronically will satisfy any legal communication requirements, including that such communications be in writing.

17. Modifications

In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time. Notice of any changes may be given to you via Email or by posting such changes in the Affiliate Program sections of the our website. . The changes will become effective three (3) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such three (3) business days period. Your continued participation in this Affiliate Program three (3) business days after a change notice has been posted will constitute your acceptance of such change. In addition, Rainmaker may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from Rainmaker to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.

18. Acceptance of Agreement

You have independently evaluated the desirability of participating in the Affiliate Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.

19. Indemnification

Affiliate hereby agrees to indemnify, defend and hold harmless Rainmaker and Clients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, Rainmakers and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or Rainmaker or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).

20. Disclaimers

The affiliate program and links, and the products and services provided in connection therewith, are provided to Affiliate “as is”. Except as expressly set forth herein, Rainmaker expressly disclaims all warranties, express, implied or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non infringement, and any warranties arising out of course of dealing, usage, or trade. Rainmaker does not warrant that the affiliate program or links will meet Affiliate’s specific requirements or that the operation of the affiliate program or links will be completely error-free or uninterrupted. Rainmaker expressly disclaims any liability for any act or omission of a client or their products or services. Rainmaker does not guarantee that Affiliate will earn any specific amount of commissions.

21. Limitation of Liability

In no event shall Rainmaker be liable for any unavailability or inoperability of the links, program web sites, technical malfunction, computer error, corruption, or loss of information, or other direct or indirect injury, damage or disruption of any kind beyond the reasonable control of Rainmaker. In no event will Rainmaker be liable for any indirect, incidental, consequential, personal injury / wrongful death, special or exemplary damages, including but not limited to, loss of profits or loss of business opportunity, even if such damages are foreseeable and whether or not Rainmaker has been advised of the possibility thereof. Rainmaker’s cumulative liability to affiliate, from all causes of action and all theories of liability, will be limited to and will not exceed the amounts paid to Affiliate by Rainmaker in commissions during the three (3) months immediately prior to such claim.

Any legal action taken by an advertiser, agency, client, person, or entity against Rainmaker for actions of the Affiliate that violate these terms and conditions, the Affiliate accepts that Rainmaker will work with the advertiser, agency, client, person, or entity to divulge Affiliate’s personal information. Affiliate also agrees that Rainmaker is not liable for Affiliate’s actions, and that Affiliate will bear all costs (legal or otherwise) that Rainmaker incurs if Rainmaker is sued by advertiser, client, agency, person, or entity.

Rainmaker hereby disclaims any and all warranties and liability related to any downtime or failure for users to be able to access its website or to access its website using the link from the Affiliate’s website. Furthermore, the Rainmaker shall not be responsible for and hereby disclaims any and all warranties related to its website, the affiliate program, the Affiliate participation in the affiliate program, the recipient ability to make any commissions or otherwise profit through participation in this affiliate program, including but not limited to any warranties of fitness for any particular purpose or merchantability, non-infringement, or any claim made based upon the Rainmaker’s course of dealing or usage of trade. The owner does not represent or warrant that its website or any application, including but not limited to its link tracking features, will be error free or that they will function without interruption.

Without limiting the forgoing, Rainmaker’s total liability for any damages arising hereunder shall never exceed the total commissions paid and payable by the Rainmaker pursuant to the terms hereof.

22. Relationship of the Parties

The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint venturers, shareholders, employer/employee, agent/servant. The Affiliate has no power or authority to bind Rainmaker to any obligation, agreement, debt, or liability. The Affiliate shall not hold itself out as an agent or representative of Rainmaker.

The Affiliate acknowledges that it has read and fully understood the terms of this structure of the relationship between the Rainmaker and Affiliate as an independent contractor, and Rainmaker will not withhold or make payments for social security; make unemployment insurance or disability insurance contributions; or obtain worker’s compensation insurance on the Affiliate’s behalf.

23. Governing Law

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Republic of Cyprus. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by courts of Limassol, Cyprus and the Parties consent to the exclusive jurisdiction of such courts.

24. Waiver

No failure, delay or forbearance of Rainmaker or Affiliate in exercising any power or right hereunder shall in any way restrict or diminish such party’s rights and powers under this Agreement or operate as a waiver of any breach or non-performance by Rainmaker or Affiliate of any of the terms or conditions hereof. By submitting an application to the Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to the Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.

This Agreement was last updated on April 15, 2024