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Affiliate agreement

This Urnovl Affiliate Agreement (“Agreement”) contains the terms and conditions that govern your participation in the Urnovl Partnership Program (“Program”), which is operated by Anadyme Limited. and its affiliates (collectively, “we”, “us”, “our” or “Urnovl”). Any person or entity that participates or attempts to participate in the Program (such person or entity, “you”, or a “Partner”) must accept this Agreement without change.

By registering for the Program, you have agreed to the terms and conditions of this Agreement, without change and have entered into a legal contract between you and Urnovl; provided, however, that this Agreement shall not be effective until we determine that you are eligible to participate in the Program as further described in the following Sections.The Urnovl Terms of Service (the “Terms of Service ”) separately govern your use of the Urnovl Service. To the extent there is any conflict between this Agreement and the Terms of Service, this Agreement will take precedence. All capitalized terms not defined in this Agreement have the respective meanings set forth in the Terms of Service.

Description of the Program

The Program permits you to monetize the content, distribution, and exhibition of your User Content through the products, services or programs described herein.

Eligibility and Compliance

General Eligibility

As part of the enrollment process into the Program, you must submit a complete and accurate Program application (including all forms, documents, or certifications as may be required to satisfy any tax obligations with respect to payments under this Agreement). If you are an individual, you must be at least 13 years of age. If you are between the ages of 13 and 18 (or between 13 and the age of legal majority in your country of residence), you may only participate in the Program under the supervision of a parent or legal guardian who agrees to be bound by this Agreement. We will evaluate your application and notify you of its acceptance or rejection. We will determine your eligibility at our sole discretion.

If we (a) reject your application or (b) terminate your account in connection with any violation or abuse, including, but not limited to any violations of the Terms of Service and the Community Guidelines, you cannot attempt to re-join the Program without our advance written authorization.

Compliance Requirements

You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your Urnovl Profile or Urnovl Page, is at all times complete, accurate, and up-to-date. You must comply with this Agreement, the Terms of Service , the House Rules and the Quills Acceptable Use Policy , including its restrictions on solicitation of Quills (as defined below), each as updated from time to time, in order to participate in the Program and to receive Program Fees (as defined below). Please read them carefully. You must promptly provide us with information that we request to verify your compliance with this Agreement.

Violations

If you violate this Agreement, the Terms of Service or the Quills Acceptable Use Policy, in addition to any other rights or remedies available to us, we reserve the right to withhold (and you agree you will not be eligible to receive) Program Fees otherwise payable to you under this Agreement, whether or not directly related to such violation.

Program Fees

You may be eligible to receive the following fees under this Agreement as part of the Program (collectively, the “Program Fees”):

Quills and Kudos

Urnovl, in its sole discretion, may make Quills available to Urnovl users to display, present or otherwise use in your profile, or in your stories, or by other means. “Quills” means digital content that allow Urnovl Service users to access content and show support for the authors or Urnovl Pages using specific features on the Urnovl Service. You will receive one EUR. cent (€.01) per Quill that is used by a readers, in connection therewith. you must comply with the Quills Acceptable Use Policy, including its restrictions on solicitation of Quills, as updated from time to time, in order to receive the Quills Revenue Share. The Quills Revenue Share may be adjusted by Urnovl from time to time, in its sole discretion, including, for Quills received by users on a promotional basis, purchased in different local jurisdictions or as otherwise required to prevent harm to Urnovl’s business interests. In addition, Urnovl, in its sole discretion, may determine not to provide you with Quills Revenue Share for any use of Quills that is not consistent with the Quills Acceptable Use Policy, available here incorporated by reference in the Terms of Service, and as may be updated by Urnovl from time to time. Urnovl reserves the right to stop offering or supporting Quills at any time.

Story Purchases

A “Story Purchase” occurs when: (a) a user of Urnovl clicks through a Link of your Story on your Urnovl User Profile or a Urnovl Page Profile; (b) such user purchases a Product(s) sold by Anadyme Limited., or a related entity; and (c) Urnovl receives a fully settled payment for the purchase by such user.

If we pay you a Story Purchase Fee and later issue a refund or credit to the Urnovl user for such Story Purchase (or receive a chargeback related to the Story Purchase), we may offset the amount of the Product Purchase Fee we previously paid you for such Story Purchase against future Story Purchase Fees or other amounts that would otherwise be payable to you under this Agreement, or require you to remit that amount to us.

Special Programs

From time to time, we may run general special programs that may provide you with the opportunity to earn additional or alternative fees (“Special Program Fees”). For the avoidance of doubt (and notwithstanding any time period described in this section), we reserve the right to discontinue or modify all or part of any special program at any time. Your participation in any special program will be subject to your agreement to any terms, rules or policies that we may require you to agree to in order to participate in such special program. If there is a conflict between this Agreement and the terms, rules, or policies for any special program, the latter terms, rules or policies will take precedence with respect to your participation in such special program. Payouts related to any prizes from Urnovl operated, or owned competitions, are governed by the rules associated with that particular competition; those are not considered Special Programs.

Payment and Reporting

Payment Terms

Program Fees payable by Urnovl to you will be paid to you on a bi-monthly basis, within sixty (60) days after the end of each calendar month, in Euro, less (a) billing and payment costs (which may include bi-monthly and pre-transaction processing charges and merchant bank fees); and (b) returns, refunds, chargebacks, discounts and credits; provided that you have timely delivered to Urnovl all documentation necessary and appropriate to effectuate payment (e.g., W9, and the like). If we are obligated to pay you any Program Fees in a currency that is not Euro, we will convert such Program Fees at an exchange rate that we or our bank determine, which may include fees and charges for the conversion. We will pay you any Program Fees in a payment method that you choose from the payment options that we will make available for the Program. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information through the Urnovl Service. Any changes to your contact and payment information will be effective instantly. Urnovl will not be obligated to make a payment if the total amount to be paid to you under this Agreement is less than ‎€100 (the “Payment Threshold”), and may instead accrue such payment obligation until such time as its overall obligation to you is at least the Payment Threshold. If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent fees payable to you under this Agreement.

The following paragraph only applies to you if you reside in the USA or in a country that is not currently a member of the European Union:

If at any time there has been no substantial activity on your Program account for at least twelve consecutive months, and you have not earned at least ‎€100 in Program Fees during that twelve month period, we may close your inactive account and terminate this Agreement. If you have accrued Program Fees in your account, a maintenance fee will be deducted from your remaining balance. The maintenance fee will be the lesser of the accrued Program Fees in your account or $25. Any remaining balance will be paid to you.

The following paragraph only applies to you if you reside in a country that is currently a member of the European Union:

If at any time there has been no substantial activity on your Program account for at least twelve consecutive months, and you have not earned at least ‎€100 in Program Fees during that twelve month period, we will have the right, upon seven (7) days’ written notice, to (i) close your inactive account and terminate this Agreement and (ii) deduct a maintenance fee from your remaining balance. The maintenance fee will be the lesser of the accrued Program Fees in your account or $25. Any remaining balance will be paid to you.

Reporting

We will provide you with access to our dashboard which will provide data relating to Program Fees (“Reporting Data”). You acknowledge and agree that all Reporting Data is and will at all times be exclusively owned by us and will remain our confidential information.

Taxes

You may charge and we will pay applicable national, state or local sales or use taxes or value added taxes that you are legally obligated to charge (“Taxes”), provided that such Taxes are stated on the original invoice that you provide to us and your invoices state such Taxes separately and meet the requirements for a valid tax invoice. We may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any payment made to you under this Agreement, and payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of such payment under this Agreement. Throughout your participation in the Program, you will provide us with any forms, documents, or certifications as may be required for us to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.

License

Other than as set out expressly herein or in the Terms of Service, neither party will acquire any right, title or interest in any intellectual property rights belonging to the other party or to the other party’s licensors.

Data Privacy

You agree that our Privacy Policy (as may be updated from time to time) governs how we collect, use, and disclose your personal information. You acknowledge and agree that the information associated with any purchases through the Urnovl Service or any uses of any Urnovl Service belongs to Urnovl.

Representations and Warranties

You represent, warrant, and covenant that (a) you are at least 13 years of age and have not been previously removed from or prohibited from receiving the Urnovl Services, (b) you will participate in the Program in accordance with this Agreement, (c) your participation in the Program will not violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, industry standards, judgments, decisions, or other requirements of any applicable governmental authority (including all such rules governing communications and marketing), (d) you have the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; (e) your execution of this Agreement, and your performance of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; and (f) the information you provide in connection with the Program is accurate and complete at all times. You can update your information by contacting us through the Twitch Service.

We do not make any representation, warranty, or covenant regarding the amount of Program Fees you can expect at any time in connection with the Program, and we will not be liable for any actions you undertake based on your expectations.

Urnovl Service Customers

Our customers are not, by virtue of your participation in the Program, your customers. As between you and us, all pricing, terms of sale, rules, policies and operating procedures concerning customer orders, customer service and product sales set forth on the Urnovl Service will apply to those customers, and we may change them at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with the Urnovl Service, you will state that those customers must follow contact directions on the Urnovl Service to address customer service issues.

Term and Termination

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. We may withhold accrued unpaid Program Fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 8 and 11-17 will survive the termination of this Agreement. If you terminate the Agreement and your earned balance equals or exceeds the Payment Threshold, we will pay you your earned balance within approximately 60 days after the end of the calendar month in which the Agreement is terminated, pursuant to Section 4.1. Any earned balance below the Payment Threshold will remain unpaid. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.

Date of Last Revision
14 Jun 2018