This Agreement governs the Affiliate’s participation in the Zeydoo Referral Program described herein (the “Referral Program”).
This Agreement constitutes an integral part of Zeydoo Affiliate Agreement (the “Affiliate Agreement”), which Affiliate agreed upon when creating an Affiliate Account with Zeydoo (‘Zeydoo Affiliate Account’). Areas and/or terms not covered by this Agreement are regulated by the provisions of Zeydoo Affiliate Agreement. In the event of any inconsistency between this Agreement and the Affiliate Agreement, the terms of this Agreement shall govern.
This Agreement is entered into and between:
Propeller Ads Ltd (Cyprus), Propeller Ads Limited (Isle of Man), Propeller Ads s.r.o. (Czech Republic) and Adtech Agency FZ-LLC (Dubai, UAE) (collectively referred as the “Zeydoo”), a network offering Offers for promotion by Affiliates globally and providing services for products monetization and promotion, connecting Affiliates and advertisers through such service globally, being the creator and owner of this Referral Program; and
You (the, “Affiliate”, “You”, “Yours”, etc.), the holder of a Zeydoo Affiliate Account and participant in this Referral Program, hereinafter collectively referred to as the Parties.
Whereas Zeydoo wishes to increase its base of active clients (Affiliates) through this Referral Program and whereas the Affiliate, having the necessary know-how and resources to act as a promoter of Zeydoo, wishes to participate into this Referral Program and to refer others to become Zeydoo Referred Clients,
Now the Parties conclude this Agreement and hereby agree as follows:
BY CHECKING THE BOX AND CLICKING “I ACCEPT” BUTTON, AS APPLICABLE, OR BY CONTINUING TO PARTICIPATE IN THE REFERRAL PROGRAM FOLLOWING OUR PUBLICATION OF THE REVISED VERSION OF THIS AGREEMENT ON OUR WEBSITE, YOU (A) CONFIRM THAT YOU ARE AWARE AND COMPLY WITH PRESENT AGREEMENT AND AGREE TO BE BOUND BY IT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT; (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO ENTER INTO THIS AGREEMENT AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH ZEYDOO AFFILIATE AGREEMENT AND THIS AGREEMENT AND THAT YOU SATISFY ALL AFFILIATE’S CONDITIONS AND REQUIREMENTS PROVIDED IN THIS AGREEMENT.
‘Affiliate’: the owner of a Zeydoo Affiliate Account and participant in this Referral Program who has the necessary know-how and resources to act as a promoter of Zeydoo and refers others to become Zeydoo Referred Clients. An individual or company who is using Zeydoo services through the Zeydoo Affiliate Account according to the terms of this Agreement. An Affiliate who terminates and/or is in breach of Zeydoo Affiliate Agreement and/or whose Zeydoo Affiliate Account is banned and/or suspended for any reason, will immediately cease to be a participant under this Referral Program and will not receive any payment under this Agreement.
‘Referred Client’: an individual or company, referred by the Affiliate. May be either approved as an ‘Eligible Referred Client’ or be rejected as an ‘Ineligible Referred Client’ by Zeydoo, at its own discretion. ‘Existing and Past Clients’ of Zeydoo, related entities and/or companies of the same group, as also self-referring clients (Affiliate refers himself and/or holds and/or operates new Affiliate Account(s) created through this Referral Program) are not considered Referred Clients under this Agreement.
‘Existing and Past Clients’: Clients who currently have or had in the past business relations with Zeydoo prior to the conclusion of this Agreement.
‘Eligible Referred Client’: a Referred Client approved/accepted by Zeydoo as a new Zeydoo Client (a new Affiliate) who fulfils the criteria listed in clause 2 of this Agreement, successfully owns/holds a Zeydoo Affiliate Account and complies at all times with Zeydoo’s Affiliate Agreement. Someone who is not an ‘Ineligible Referred Client’. An Eligible Referred Client may become an ‘Ineligible Referred Client’ at any time and at Zeydoo’ sole discretion. An Eligible Referred Client may be either an ‘Active’ or ‘Inactive’ Referred Client.
‘Ineligible Referred Client’: a Referred Client rejected or an Eligible Referred Client re-categorised to Ineligible Referred Client by Zeydoo, at any time before or after its eligibility, at Zeydoo sole discretion, for not fulfilling the eligibility criteria listed in clause 2 of this Agreement and/or for violating Zeydoo’s Affiliate Agreement. Is not qualified for payment purposes according to this Agreement. “Ineligible” Client status is permanent for this service and not subject to change from ineligible to eligible.
‘Referral Fee’: the monetary fees/commissions to be paid by Zeydoo to the Affiliate for Active Eligible Referred Clients as specified under clause 4 of this Agreement.
‘Personal referral URL’: a unique URL/link provided solely by Zeydoo managers/representatives to the Affiliate which will correlate Referred Clients submitted to the existing Zeydoo Affiliate Account. The personal referral URL must be used when referring Referred Clients, otherwise, the Affiliate will not be rewarded.
‘Active’ Referred Client: an Eligible Referred Client who registered an account with Zeydoo and is constantly using Zeydoo services without any interruption since then. Someone who is not an ‘Inactive’ Referred Client.
‘Inactive’ Referred Client: an Eligible Referred Client who has never registered an account with Zeydoo or an Active Eligible Referred Client who stops using Zeydoo services for 30 consecutive calendar days. “Inactive” Client status may be changed from Inactive to Active upon the Eligible Referred Client re-commence using Zeydoo services.
1.1. By participating into this Referral Program you confirm your understanding and unreserved acceptance of present Agreement, Zeydoo Affiliate Agreement and other terms and conditions of Zeydoo, including, but not limited to the Privacy Policy, published at Zeydoo website, and confirm that you are a duly authorized signatory, have full legal capacity and all the necessary authority to bind the individual, company or other entity into this legally binding contract.
1.2. In accordance with this Agreement, the Affiliate must refer Zeydoo to potential new clients (Affiliates). For each Active Eligible Referred Client who meets the eligibility criteria for payment purposes under clause 2, Zeydoo shall pay to Affiliate a Referral Fee as per clause 4 below.
1.3. Zeydoo will provide the Affiliate information about the number of Eligible Referred Clients with additional information about their activity without any additional details according to data privacy laws. The status of Eligible Referred Clients is not subject to disclosure. Zeydoo will not provide a reason for the inactivity of an Eligible Referred Client to the Affiliate.
1.4. Affiliate hereby irrevocably agrees to the exclusive power and right of Zeydoo to categorise/re-categorise/accept/reject any client, referred by the Affiliate, to/as a Referred/Existing/Eligible/Ineligible/Active/Inactive Client, at any time and at its sole discretion. You herby confirm that you will not interfere with such power/right vested in Zeydoo in any way and at any time.
1.5. Eligible Referred Clients who use Zeydoo services through a Zeydoo Affiliate Account according to Zeydoo Affiliate Agreement are deemed to be clients of Zeydoo. Accordingly, all rules, policies and operating procedures concerning Zeydoo services will apply to those clients. Zeydoo may change its terms, policies and operating procedure at any time.
1.6. Zeydoo reserves the right to deny or terminate access to the Referral Program, to You and/or to any Referred Client or to terminate the Referral Program at any time, in its sole discretion.
2.1. A Referred Client for payment purposes under this Agreement must meet the following criteria at all times:
2.2. The Affiliate hereby understands and agrees that the categorisation/re-categorisation/acceptance/rejection of any Referred Client to/as an Existing/Eligible/Ineligible/Active/Inactive Client, is at all times at the sole discretion of Zeydoo.
2.3. You agree that in any case that an Active Eligible Referred Client stops and/or no longer meets any and/or all the criteria described in clause 2.1. above, at the sole discretion of Zeydoo, at any time and for any reason, the concerned Client will no longer be eligible or qualified under this Referral Program for payment purposes.
3.1. The Affiliate must use its best endeavours in identifying potential new Eligible Referred Clients and distributing the personal referral URL available in the Zeydoo Affiliate Account to them only;
3.2. When referring new clients to Zeydoo, the method, details, and means of performing your duties shall be exclusively and solely determined by you. However, when executing your responsibilities under this Agreement you must operate in accordance with all applicable legislation and protect Zeydoo's interests and confidential information with the highest possible diligence of a responsible professional;
3.3. You hereby confirm that you and/or your participation in this Referral Program will not harm Zeydoo and/or Zeydoo reputation in any way;
3.4. Apart from the Referral Fee agreed in this Agreement, you will not and must not receive any other payment of any kind from Zeydoo for the execution of your duties under this Agreement, you shall execute this Agreement at your own expense;
3.5. You are not entitled to and you must not receive any payments on behalf of Zeydoo. You have no authority to conclude agreements on behalf of, or in any way that may bind Zeydoo in any way with any third parties;
3.6. You must not in no way represent yourself and must ensure that your personnel do not represent themselves or you as employee(s) or agent(s) of Zeydoo. You have no authority to make or discuss offers/services of Zeydoo;
3.7. You are not responsible for assisting or guiding the relationship between a Referred Client and Zeydoo;
3.8. You are not permitted and you will be disqualified from receiving any and all Referral Fees through this Referral Program and your participation in this Referral Program will be stopped for a) self-referring, b) creating duplicate accounts c) violating any other rules of this Agreement or breaching any term of the Zeydoo Affiliate Agreement. In any case where Zeydoo considers at its own discretion that your actions/inactions are not consistent with the intent of this Referral Program (i.e. intentionally referring related parties or your own accounts, referring fraud accounts), you will be immediately removed from this Referral Program and any accrued Referral Fees will be cancelled;
3.9. You must provide any and all information and details in relation to your execution of this Agreement when and as may be requested by Zeydoo. Information may include the list of used Promotion channels, materials and or any other details related to the promotion of Zeydoo. Refusal to provide any requested details will be considered as a violation of this agreement.
4.1. Zeydoo shall pay the Affiliate a Referral Fee, as a commission, for each direct Active Eligible Referred Client who is using the Zeydoo services. The following methodology will apply in relation to the calculation of a Referral Fee:
4.2. Zeydoo has the right to change the Referral Fee calculation rules specified in clause 4.1 without a prior notice and/or change it individually for any Affiliate and/or Referred Client/Active Eligible Referred Client in any way at its sole discretion.
4.3. Zeydoo shall have the right to adjust the account balance of the Affiliate in the case of any (i) need of payment of bonuses, (ii) to deduct transaction fees, (iii) due to technical reasons, (iv) due to fraudulent activity, (v) upon additional agreement by the Parties.
4.4. All amounts calculated based on rules described in clause 4.1 are accrued on Zeydoo Affiliate Account and will be first used to cover Affiliate’s fee for using Zeydoo services.
4.5. The Referral Fee calculation will be stopped when an Active Eligible Referred Client becomes ‘Ineligible’ and/or ‘Inactive’ for any reason at Zeydoo’ own discretion. After this point, commission will no longer be paid to the Affiliate for such Client.
4.6. Affiliate will not receive any payment/commission/Referral Fee under this Agreement if at any time and for any reason is no longer considered and/or no longer meets the conditions of an ‘Affiliate’ participant under this Referral Program.
5.1. During the validity of this Agreement the Affiliate may use Zeydoo's trademarks, trade names or any other symbols for the sole purpose of identifying and advertising Zeydoo and its services within the scope of this Agreement and in Zeydoo's sole interest.
5.2. You are especially not allowed to use Zeydoo's trademarks, trade names or any other symbols in a way that raises any doubt as to the advertiser’s identity (i.e. the user should be aware that it is your advertisments not Zeydoo’s). Your activities, including those involving paid campaigns, must not directly compete with Zeydoo’s activities in a given advertising system.
5.3. The Affiliate hereby agrees neither to register, nor to have registered any trademarks, trade names or symbols of Zeydoo or which are confusingly similar to the ones of Zeydoo.
5.4. You must not alter, modify, manipulate or create derivative works of Zeydoo or any graphics, creative, copy or other materials owned by, or licensed to Zeydoo in any way. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Zeydoo’ trademarks, service marks, copyrights, patents or trade secrets. All rights not expressly granted in this Agreement are reserved by Zeydoo.
5.5. The Affiliate shall notify Zeydoo of any infringement of Zeydoo's trademarks, trade names or symbols that come to its notice.
5.6. Regardless of the other provisions of this Agreement, in case of breach of this clause 5 by the Affiliate, Zeydoo is entitled to terminate the Agreement immediately and no Referral Fees will be paid to the Affiliate.
6.1. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT AND TO THE EXTEND PERMITTED BY LAW ZEYDOO EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, THIS REFERRAL PROGRAM AND LINKS ARE PROVIDED “AS IS” AND AT AFFILIATE’S OPTION AND RISK AND ZEYDOO DOES NOT GUARANTEE ANY RESULTS OR SECURITY.
6.2. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE REFERRAL LINKS AND YOUR PARTICIPATION IN THE REFERRAL PROGRAM. IN NO EVENT SHALL ZEYDOO OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT OR THE REFERRAL PROGRAM, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE REFERRAL LINKS, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF ZEYDOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. IN ANY EVENT, ZEYDOO TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE REFERRAL LINKS OR PARTICIPATION IN THE REFERRAL PROGRAM IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO 50 USD.
7.1. You shall indemnify, defend and hold Zeydoo harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys´ fees) which may be incurred by or to any third party arising out of your: (a) improper use of the Zeydoo service and/or this Referral Program; (b) improper operation of the Referral Program; and (c) breach or violation of any clause of this Agreement and/or Zeydoo Affiliate Agreement including any of their updated versions.
8.1. This Agreement constitutes an integral part of Zeydoo Affiliate Agreement and Zeydoo Privacy Policy which is incorporated by reference into Zeydoo Affiliate Agreement, available at https://zeydoo.com/terms-for-publishers, https://zeydoo.com/terms-for-advertisers and https://zeydoo.com/privacy respectively. You hereby irrevocably agree to be bind by all confidentiality terms included in the Zeydoo Affiliate Agreement as also by the Zeydoo Privacy Policy.
9.1. This Agreement constitutes an integral part of Affiliate’s Zeydoo Affiliate Agreement (available at www.zeydoo.com).
9.2. This Agreement enters into force when the Affiliate registers as a participant in the Referring Program upon accepting the terms of this Agreement, before receiving the personal referral URL, and shall remain in force until terminated.
9.3. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party, or the breach of this Agreement and/or of any of Zeydoo Affiliate Agreement by you, or upon your termination of the Zeydoo Affiliate Agreement according to the concerned Termination clause.
9.4. This Agreement and/or Referral Program can and may be terminated by Zeydoo with immediate effect, at any time and for any reason, at its own discretion, with or without prior notice.
9.5. Affiliate may terminate this Agreement with 48 hours prior written notice.
9.6. In any event of termination, Affiliate will only receive in accordance with clause 4 above Referral Fees that were earned for an Active Eligible Referred Client that occurred prior to the termination date.
10.1. This Agreement is non-exclusive and the relationship between the Parties is that of an independent contractors. Nothing contained in this Agreement shall be deemed to create any association, partnership, joint venture, or relationship of principal and agent or employer and employee between the Parties.
11.1. This Agreement shall be governed by and construed in accordance with the laws of Cyprus. The courts of Cyprus shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
11.2. Zeydoo reserves the right, in its discretion, to change, amend or modify all or any part of the Program or this Agreement at any time unilaterally, through a notice and/or relevant information made available at Zeydoo’s website. The Affiliate shall be deemed to have received such notice within two (2) weeks of the notice being sent by e-mail or made available in Zeydoo Affiliate Account on Zeydoo’s website. Affiliate may, within thirty (30) calendar days since the notice, to terminate this Agreement, provided that the changes have an adverse effect that could not be considered as minor on the Affiliate. Continued participation in the Referral Program after such notice constitutes Affiliate’s binding acceptance of the updated terms and conditions in this Agreement, including any changes or modifications made by Zeydoo.
12.1. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
12.2. Zeydoo may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Zeydoo, which shall not be unreasonably withheld.
12.3. All notices given under this Agreement shall be sent to the addresses submitted by you when signing up for the Zeydoo service and/or this Referral Program by certified mail, fax, email or courier. Notice shall be deemed served at the date of automatic delivery receipt. You further agree on Zeydoo using of any communication method (email message/SMS message/phone) with contact details provided in your Zeydoo Affiliate Account.
12.4. Affiliate acknowledges and agrees that entering into this Agreement, has not relied and is not relying on any representations, warranties or other statements whatsoever, whether written or oral other than those expressly set out in this Agreement, Zeydoo Affiliate Agreement, Privacy Policy or other terms and conditions published at www.zeydoo.com and that will not have any right or remedy rising out of any representation, warranty or other statement not expressly set out in this Agreement.
This agreement was last updated on 01.12.2024