Affiliate Terms and Conditions

Last updated: 26 November, 2024

The website located at https://www.lospollos.com (the “Site”) is operated by Skyforge Digital AG, having its registered address at Chamerstrasse 176, 6300 Zug, Switzerland, with company registration number CHE-481.990.668 (the "Lospollos").

The following Affiliate Terms and Conditions (“Terms and Conditions”), together with Privacy Policy, Cookie Policy and any other applicable rules posted on this Site or provided to you (the “Agreement”, set forth the terms and conditions which shall govern the relationship between Lospollos. and you as an affiliate ("You", “Your” or ”Affiliate”) using the service (the “Service”) offered through the Lospollos Network located at the Site. You and Lospollos may also be individually referred to herein as a "Party" and collectively as "Parties."

For the avoidance of doubt:

- the term “Agreement” means these Terms and Conditions together with any policies on the Site and the relevant Insertion Orders as may be signed between the Parties hereof;

- the term “Service” means a platform that helps to connect advertisers with affiliates by offering them tools for tracking, optimizing, and scaling performance-based marketing campaigns, acting solely as an intermediary between advertisers and affiliates in the process.

You agree to use the Site, the Service and any additional products and/or services offered by Lospollos only in accordance with the Agreement.

For purposes of the Agreement “Affiliate” includes the individual, company or entity and, without limitation, any parent entities, owners, subsidiaries, publishers, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same, registering with Lospollos to use the Service. If You do not agree to the Terms and Conditions in its entirety, You are not authorized to: (a) register as an Affiliate; (b) use the Service; and/or (c) use the Site, in any manner or form whatsoever.

1. Eligibility

By accessing, viewing, or using the Service and/or our Site, You represent and warrant that You are at least 18 years old or have reached the age of majority in Your state or country of residence, whichever is higher. If You are accessing the Service on behalf of a legal entity, You further represent and warrant that You are authorized to act on behalf of that entity and to bind it to this Agreement.

Upon our request, you agree to sign a non-electronic version of this Agreement or the relevant Insertion Order.

2. Account

To access features or Service on our Site, You may be required to register an account. By registering, You agree to provide accurate, current, and complete information during the registration process and to update such information as necessary to keep it accurate, current, and complete.

Lospollos may, in its sole discretion, confirm or otherwise verify or check the truth and accuracy of any registration information provided by the Affiliate. Lospollos may request you as account holder to complete an approval procedure (e.g. provide additional information on promotion methods and/or identity, and complete an interview with a Lospollos representative). The Affiliate hereby covenants and guarantees to provide to Lospollos only the truthful and valid information regarding the Affiliate’s identity and location; no fake names, aliases or pseudonyms are to be used to disguise the Affiliate’s identity or hide your contact information. The Affiliate expressly consents to keep contact information up to date and inform Lospollos of any changes.

You are responsible for maintaining the confidentiality of Your account credentials and for all activities that occur under Your account. You agree to notify us immediately of any unauthorized use of Your account or any other breach of security. The Affiliate also acknowledges and agrees that use of the Affiliate’s account is intended for Affiliate only and no other person or entity will be given any access to it and, likewise, the Affiliate will not use any other person’s or entity’s account for its purposes. The Affiliate will be allowed to create only 1 (one) account by using its own identity info; any additional account must be expressly preapproved with a Lospollos representative in writing. If at any time Lospollos becomes aware of more than one account related to one and the same private individual or legal entity, created to deceive Lospollos or its partners, Lospollos may restrict, deny or terminate such accounts and/or any benefits derived from such accounts; Lospollos may also withhold payment of any commissions and/or other fees related to this breach that may be or become due or payable to the Affiliate.

In case Lospollos or third-party payment provider requests the Affiliate to prove its identity and location, the Affiliate shall reply within two (2) business days from the day of request and provide valid proof of its identity and location. If at any time Lospollos, in its sole judgment and discretion, determines the Affiliate’s registration information to be misleading, inaccurate or untruthful, Lospollos may restrict, deny or terminate Affiliate’s account, Affiliate’s access and use of, and/or any benefits derived from Affiliate’s participation in the Program; Lospollos may also withhold payment of any commissions and/or other fees that may be or become due or payable to the Affiliate.

We reserve the right to suspend or terminate Your account if any information provided during the registration process or thereafter is found to be inaccurate, false, or misleading, or if Your use of the account violates these Terms and Conditions.

Any information or materials that You submit, post, or upload to our Site ("Your Submissions"), are Your sole responsibility. By submitting Your Submissions to our Site, You grant us a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, and transferable license to use, reproduce, distribute, and display Your Submissions. You represent and warrant that Your Submissions do not violate any third-party rights, including copyright, trademark, privacy, publicity, or other personal or proprietary rights. Further, you hereby authorize us to edit and otherwise modify any of Your Submissions prior to our use, publication, distribution, sale, reproduction, or disclosure thereof. You represent and warrant that You have all necessary rights and permissions to grant us this license and that Your Submissions comply with all applicable laws and regulations.

3. Lospollos Network

The Lospollos Network enables Affiliates to apply for and, upon approval by Lospollos, have an opportunity to earn Bounties (as that term is defined below) through participation in various advertising campaigns (“Programs”) offered by third party advertisers (“Advertisers”) in accordance with the Agreement. Lospollos reserves the right, at its sole discretion, to modify, discontinue, or suspend any Program at any time, and shall have no liability to the Affiliate for any such changes or actions.

The terms and conditions of any and all Programs (each, the “Program Terms”) shall be posted on the Site. Affiliate agrees to comply with any and all updates or amendments to the Program Terms, which may be made by Lospollos from time to time. Lospollos may, at its sole discretion, refuse to register You as an Affiliate and/or terminate Your participation in any Program at any time for any reason. The Affiliate agrees that Lospollos is not responsible for any losses, damages, or liabilities incurred by the Affiliate as a result of the refusal to register or the termination or suspension of Affiliate's participation in any Program, and the Affiliate waives any and all claims against Lospollos in connection therewith.

4. The Site and Service

Lospollos posts offers and associated creatives (“Creatives”) on the Site in connection with the Programs. Approved Affiliates shall be permitted to download the Creatives:

(a) for publication on Affiliate’s website and/or any other website published with, owned, operated and/or controlled by the Affiliate (“Affiliate Website”);

(b) for distribution in email messages sent to those e-mail addresses listed in Affiliate’s database and/or any other database affiliated with, owned, operated and/or controlled by the Affiliate (“Affiliate E-mails”) and/or

(c) other approved marketing channels.

Lospollos will specify the amount and terms under which You will earn payment (“Bounties”). Bounties are generated from a specified transaction (“Action”) as defined by Lospollos. Actions may include, without limitation, clicks, click-throughs, sales, registrations, impressions and leads. The applicable Action associated with each Program shall be set forth in the applicable Program Terms and, unless otherwise specified, such definition shall only apply with respect to that Program.

If You accept a Program, You agree to place that Program's Creatives on the Affiliate Website and/or in the Affiliate E-mails, in accordance with the Agreement and the accepted Program Terms. Lospollos may, at its sole discretion, change a Program at any time, upon prior notice to You, unless otherwise specified in the Program Terms. Similarly, You may cease participation in a previously accepted Program at any time, unless otherwise specified in the Program Terms. Upon termination or withdrawal from a Program, the Affiliate agrees to immediately cease all use of Creatives associated with that Program and remove them from all marketing channels.

Lospollos is responsible for displaying and administrating all active Programs and tracking associated Bounties and Actions.

Program data compiled by Lospollos including, but not limited to, numbers and calculations regarding Actions and associated Bounties (“Program Data”), will be calculated by Lospollos through the use of industry standard tracking technology and shall be final and binding on You. Any questions regarding the Program Data must be submitted in writing within fourteen (14) days of initial appearance in the tracking system; otherwise the Program Data will be deemed to be accurate and accepted by You. In the event that the Affiliate disagrees with the Program Data within the stipulated period, the Lospollos will review the Affiliate’s concerns in good faith. However, if the Lospollos, after its review, determines that the Program Data are accurate and do not require adjustment, the Lospollos Program Data shall be considered final, binding, and conclusive.

The Affiliate understands and agrees that on occasion the Service and/or Lospollos Network may be inaccessible, unavailable or inoperable for any reason, including, but not limited to, the following: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs; or (iii) causes beyond the control of Lospollos or which are not reasonably foreseeable by Lospollos including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. Lospollos shall not be liable for any losses, damages, or interruptions caused by these events, and the Affiliate waives any claims against Lospollos arising from such events.

Lospollos will attempt to provide the Service on a continuous basis. However, the Affiliate acknowledges and agrees that Lospollos has no control over the availability of the Service and Lospollos Network on a continuous or uninterrupted basis. In the event of any unavailability, Lospollos will make commercially reasonable efforts to restore access to the Service as soon as possible, but Lospollos shall not be liable for any delays or interruptions in the Service. Terms of the Agreement are subject to Lospollos hardware, software, and bandwidth traffic limitations. Lospollos’s failure to deliver because of technical difficulties does not represent a failure to meet the obligations of the Agreement.

5. Creatives

Only Affiliate Websites, Affiliate E-mail distribution lists and other marketing channels that have been reviewed and approved by Lospollos may be utilized in connection with the Site and Service. Lospollos reserves the right to withhold, refuse or withdraw approval of any websites, email distribution lists and/or marketing channels at its sole discretion and for any reason, including, without limitation, if Lospollos believes that such websites or channels may violate the terms of this Agreement, applicable laws, or industry standards.

Notwithstanding the foregoing, Lospollos’s policies, specifications and/or recommendations with respect to any websites, email distribution lists and/or marketing channels used by You should not be construed as legal advice, or as sufficient guidelines to ensure that such websites, email distribution lists and/or marketing channels comply with applicable law. Lospollos does not represent or warrant that such policies, specifications and/or recommendations are legally compliant or appropriate. Lospollos assumes no obligation and hereby disclaims any liability for Your use of and/or reliance upon any such policies, specifications and/or recommendations. Therefore, Lospollos makes no representations or warranties regarding the legal compliance of such websites, email distribution lists, or marketing channels, and the Affiliate assumes full responsibility for ensuring that such materials and practices comply with all relevant laws, including but not limited to advertising regulations, data privacy laws, and anti-spam laws. The Affiliate agrees to indemnify and hold Lospollos harmless from any claims, losses, damages, or liabilities arising from the Affiliate's use of such websites, email distribution lists, or marketing channels.

You should consult with Your legal counsel and/or other professional advisors before acting on any policies, specifications and/or recommendations as provided by Lospollos.

Affiliate will be solely responsible for the development, operation, and maintenance of the Affiliate Website and for all materials that appear on the Affiliate Website. Such responsibilities include, but are not limited to, the technical operation of the Affiliate Website and all related equipment; creating and posting product reviews, descriptions, and references on the Affiliate Website and linking those descriptions to the Creatives; the accuracy and propriety of materials posted on the Affiliate Website; and ensuring that materials posted on the Affiliate Website do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. Lospollos disclaims all liability and responsibility for such matters.

The Affiliate shall not alter, modify or otherwise change the Creatives, or any Creatives-related feature, that it obtains access to in connection with any Program in any manner whatsoever, without Lospollos’s prior express written consent. The Affiliate agrees not to use any Creatives or marketing materials in a manner that could damage the reputation of Lospollos or its Advertisers. Unless otherwise specified in the applicable Program Terms or by Lospollos, and subject to the restrictions herein, the positioning, placement, frequency and other editorial decisions related to Creatives shall be made by the Affiliate. The Affiliate shall ensure that any placement, positioning, or use of Creatives does not infringe upon any intellectual property rights of third parties and/or the applicable legislation.

Notwithstanding the foregoing, the Affiliate must comply, immediately, with any and all requests by Lospollos to modify, alter, remove or otherwise change the positioning, placement, frequency and other editorial decisions related to the Creatives. The Affiliate agrees to regularly review and monitor its use of Creatives to ensure compliance with this requirement and to promptly update it as needed. Failure to comply with such requests and obligations in a timely manner may result in the suspension or termination of Affiliate’s participation in the Program, without liability to Lospollos. The Affiliate also shall not run any deactivated Creatives after the Advertiser has posted new Creatives to run in lieu of such deactivated Creatives for the applicable Program. THE AFFILIATE AGREES TO REVIEW THE AVAILABILITY OF CREATIVES THAT IT HAS PLACED WITHIN ITS MEDIA ON A DAILY BASIS. IT IS THE AFFILIATE’S SOLE RESPONSIBILITY TO CHANGE CREATIVES WITHIN ITS MEDIA WHEN A CREATIVE IS NO LONGER AVAILABLE IN THE Lospollos NETWORK. Lospollos ASSUMES NO RESPONSIBILITY TO NOTIFY AFFILIATE WHEN A SPECIFIC CREATIVE IS NO LONGER AVAILABLE IN THE Lospollos NETWORK.

In addition, Site integration tags and tracking pixels (“Tags”) included in the Creatives or otherwise incorporated may not be altered under any circumstances. Lospollos employs a testing system to ensure that You have not removed or altered the Tags. Altering, removing or disabling Tags may jeopardize Your ability to be paid for Actions and would be grounds for immediate termination of Your Affiliate account, with or without notice. In such cases, Lospollos reserves the right to withhold any payments owed to Affiliate, and Affiliate may be subject to legal action for breach of the Agreement.

6. Sub-Affiliates

Affiliate may desire to use its business partners and/or associates to fulfill the obligations or exercise the rights under a particular Program. Any of Affiliate’s business partners or associates that participate in or perform any activities on behalf of Affiliate under the Agreement shall be considered to be a “Sub-Affiliate” and shall be previously approved by the Lospollos. Lospollos reserves the right to review and approve or reject any and all Sub-Affiliates and may revoke a prior approval of any Sub-Affiliate at any time and for any reason. The Affiliate acknowledges and agrees that the approval or rejection of Sub-Affiliates by Lospollos is at Lospollos’s sole discretion and that Lospollos shall not be liable for any refusal or revocation of Sub-Affiliate approval.

Sub-Affiliates must meet the same criteria for approval as the Affiliate as set forth in the Agreement and must comply with all the terms and conditions that are applicable to the Affiliate under the Agreement and the applicable Program Terms. The Affiliate agrees to ensure that all Sub-Affiliates are aware of and comply with all applicable Program Terms and the Agreement, and to monitor the activities of Sub-Affiliates regularly to ensure compliance.

Once express approval of a Sub-Affiliate has been granted by Lospollos, notices to the Affiliate shall be deemed notice to that Affiliate’s approved Sub-Affiliate(s). The Affiliate is responsible for ensuring that Sub-Affiliates receive and acknowledge such notices, and for forwarding any necessary information or communications from Lospollos to Sub-Affiliates.

The Affiliate agrees that Lospollos is under no obligation to pay a Sub-Affiliate. Payment for services performed by Sub-Affiliates shall be the sole responsibility of the Affiliate. Lospollos further reserves the right to withhold or refuse payment to any Affiliate in the event that any of its Sub-Affiliates breach the Agreement. In such cases, Lospollos may terminate the Affiliate’s participation in the Program, and any outstanding payments owed to the Affiliate may be withheld until such issues are resolved.

Affiliate is responsible for and shall fully and unconditionally indemnify Lospollos for any and all actions of any of its Sub-Affiliates, including the payment of legal fees and costs if necessary. Affiliate agrees to cooperate with Lospollos in any investigation or legal proceeding related to the actions of its Sub-Affiliates and to provide any relevant information, documents, or assistance as requested by Lospollos.

7. E-mail Programs; Suppression Lists

Where use of e-mail marketing is authorized by Lospollos and/or the applicable Program Terms, the following terms shall apply. Any and all e-mails, e-mail based Creatives transmitted, as well as any and all e-mail addresses supplied by Affiliate:

(a) shall comply with all applicable federal and state laws including, but not limited to, the CAN-SPAM Act of 2003, as amended (“CAN-SPAM”) and any and all Federal Trade Commission implementing regulations, as well as any other applicable laws and regulations governing e-mail marketing in the jurisdictions where the email recipients reside;

(b) must not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity;

(c) must not result in any consumer fraud, product liability or breach of contract to which the Affiliate is a party or cause injury to any third party;

(d) must have accurate email header information (including source, destination, date and time, and routing information) and accurate, non-misleading subject lines and from lines;

(e) must use only creatives, from lines and subject lines provided by Lospollos, and the Affiliate and its marketing affiliates are prohibited from removing or altering “subject” and “from” lines provided by Lospollos;

(f) must comply with California Business & Professions Code § 17529,the Canadian Anti-Spam Legislation, ePrivacy Directive, the European Union Directive on Unfair Commercial Practices, etc.

(g) shall not use deceptive or misleading practices in the body, subject line, or content of the email that may lead to misleading consumer actions, or engage in any other activity that may harm the reputation or brand of Lospollos or its Advertisers.

Without limiting the foregoing, emails must not use a generic from line and a domain name that is privacy protected, unregistered, falsely registered, or which does not enable a recipient to contact the sender by performing a WHOIS look-up.

The Affiliate shall cause a valid physical postal address for the Affiliate and/or the applicable Advertiser, as required by applicable law, to appear in each e-mail creatives, along with a functioning unsubscribe link (such unsubscribe link must remain active for at least thirty (30) days after e-mail delivery, except in cases where the longer period specified in the applicable legislation).

Moreover, the Affiliate must have active filters in place to prevent communications from being sent to any entity or person in Canada which include, at a minimum:

(a) email filters (i.e. rejection of email addresses with “.ca” or other Canadian extensions);

(b) zip code filters (rejection of Canadian zip codes);

(c) area code filters (rejection of Canadian area codes); and

(d) IP filters (rejection of Canadian IP addresses).

Lospollos reserves the right to add such address(es) should the Affiliate fail to include same, but Lospollos is in no way responsible for including such address(es) where the Affiliate fails to do so. The Affiliate agrees to indemnify and hold Lospollos harmless for any costs, liabilities, or damages arising from the Affiliate’s failure to implement or comply with these requirements, including any fines, penalties, or legal actions resulting from violations of applicable law.

In addition, Lospollos may make available, at a Lospollos-designated FTP site (“FTP Site”), a suppression list (and associated login information), updated on a regular basis, generated from e-mail Programs transmitted by and/or through the Lospollos Network for Affiliate’s use in connection with applicable Programs. The Affiliate shall upload its own list of suppressed e-mail addresses to the FTP Site, if one is provided by Lospollos. Failure to upload or maintain an updated suppression list may result in the suspension of the Affiliate’s participation in any Programs, and Lospollos reserves the right to take necessary actions against the Affiliate for any resultant damages or regulatory violations.

If the FTP Site is provided by Lospollos, and no such e-mail addresses are supplied by the Affiliate, Lospollos may conclude that no such addresses exist. The suppression list and login provided by Lospollos are deemed to be Confidential Information of Lospollos, as defined herein. The Affiliate agrees to take all necessary precautions to protect the confidentiality of the suppression list and related login information, and shall immediately notify Lospollos if there is any suspected breach of security.

Suppression lists may not be used by the Affiliate for any purpose other than to comply with applicable laws regulating the e-mail transmissions. The Affiliate agrees to process any unsubscribe requests within five (5) days (except in cases where the shorter period is specified in the applicable legislation) of being posted at the FTP Site. Failure to comply with this requirement may result in immediate suspension or termination of the Affiliate’s participation in the Program, and Lospollos reserves the right to withhold any due payments or seek other legal remedies as necessary.

8. Affiliate E-mail Lists

All Affiliate E-mails sent under the Agreement shall be delivered to addresses on e-mail lists owned or managed solely by the Affiliate (“Affiliate E-mail Lists”). The Affiliate shall ensure that all email addresses on such lists have been obtained in full compliance with applicable laws, including but not limited to data protection and anti-spam regulations (such as the GDPR and CAN-SPAM Act). Brokering third-party deals to deliver Creatives without disclosing such to Lospollos is strictly prohibited and grounds for immediate termination, as well as other legal remedies. The Affiliate is required and agrees to maintain at all times during the term of the Agreement, and for a period of three years thereafter, complete and accurate subscriber sign-up/registration data for every subscriber to Affiliate’s Email List(s). The Affiliate shall take all necessary precautions to ensure the security and confidentiality of subscriber data, and will notify Lospollos immediately in the event of any data breach or unauthorized access to such data. The Affiliate agrees that, within twenty-four (24) hours of Lospollos’s request, it shall provide, at a minimum, the following subscriber sign-up/registration data for any email address that the Affiliate sends an Affiliate E-mail to: (a) subscriber email address used to sign-up/register for Affiliate’s Email List; (b) subscriber’s IP address; (c) date and time of subscriber’s sign-up/registration for Affiliate’s Email List; and (d) location of subscriber’s sign-up/registration.

9. Payment

You agree to be paid the applicable Bounty rate for each Action verified by Lospollos as specified by Lospollos approximately in thirty (30) days after the last day of a given calendar month, for Bounties realized in that month taking into account the provisions set out below. Lospollos reserves the right to withhold payment or delay payment to the Affiliate for any reason, including, but not limited to, verification issues, suspected fraud, delay in payment from the Advertiser, or discrepancies in the Bounty calculations. You agree that payment for Bounties will be owed to You from the applicable Advertiser and that corresponding payments shall be made by Lospollos to You out of the funds actually collected by Lospollos from the applicable Advertiser. Lospollos shall not be liable for any delays or non-payment by the Advertiser, and Lospollos will not be required to pay any Bounty until funds are actually received from the Advertiser. Therefore, Lospollos shall have no payment obligation to the Affiliate where the Advertiser has not remitted sufficient payments to cover the Bounties otherwise due and owing to the Affiliate. Commissions due and payable by Lospollos to an Affiliate will not accrue interest.

All Affiliate accounts will be paid in US dollars ($US). Notwithstanding anything contained herein to the contrary, no Bounty payments will be issued for any amounts otherwise due to the Affiliate that total less than one hundred dollars ($100.00) (“Payment Threshold”). Lospollos may, in its sole discretion, modify or update the Payment Threshold with prior notice to the Affiliate, and any such changes shall apply prospectively.

Every Affiliate account must have a unique, valid taxpayer identification number (TIN), valid Social Security Number or other applicable unique government identification. The Affiliate shall immediately inform Lospollos of any changes to the information provided. All payments due hereunder shall be in U.S. dollars and are exclusive of any applicable taxes. The Affiliate shall be responsible for all applicable taxes.

An Advertiser may request that Lospollos, or Lospollos may on its own initiative, debit from the Bounties otherwise due and owing to the Affiliate an amount equal to a Bounty previously credited to Affiliate’s account where: 

• (a) a return or cancellation has been made with respect to the applicable product and/or service;
• (b) there is an instance of a duplicate, fraudulent or incomplete entry or other similar error with respect to a customer order;
• (c) there are Actions that do not comply fully with the terms of the Agreement, including where the applicable non-complying Action is not the result of Affiliate’s action, omission and/or failure to comply with the terms and conditions of the Agreement;
• (d) there is non-receipt of payment from, or refund of payment to, the customer that entered into the subject Action; or
• (e) there is any failure on the part of the Affiliate to comply with the Agreement and/or the applicable Program Terms (collectively referred to as a “Chargeback”).

Affiliate acknowledges and agrees that Lospollos has the right to apply such debits or Chargebacks, and the Affiliate waives any claim or dispute regarding such debits or adjustments to their account. Chargebacks requested by an Advertiser in accordance with this Section 9 may be applied up to sixty (60) days after the end of the month in which the applicable Bounty was earned (“Chargeback Period”).

An Advertiser may request that the payment of a Bounty be postponed for one (1) payment cycle where: (i) the Advertiser is verifying a lead (for Programs in which lead generation is a component of the Action); (ii) the Advertiser has a product return policy that allows the underlying purchaser to return the product during the Chargeback Period; or (iii) the applicable Program Terms provide for such a postponement. In the event of such a postponement, Lospollos shall not be liable for any delays or non-payment during the postponement period. The number or amount of Actions, credits for payments and debits for Chargebacks, as calculated by Lospollos, shall be final and binding on the Affiliate.

10. Fraud 

Unless otherwise required by law, Lospollos may (at it sole discretion) monitor traffic, Actions, Bounties and other Program-related activities for potential fraud. If Lospollos suspects that Your account has been used in a fraudulent manner or if Lospollos identifies any suspicious activity related to Your account, Your account will be deactivated effective immediately and with no notice to You pending further investigation.

If You add Actions, or inflate Actions, through the use of fraudulent means of traffic generation, as determined solely by Lospollos, You will forfeit all of the Bounties related to that Program, and Your Affiliate account will be terminated effective immediately. You agree that Lospollos 's determination of fraud is final, and You hereby waive any claims against Lospollos related to such determination except otherwise is specified by the applicable legislation.

Lospollos reserves sole judgment in determining fraud and You agree to be bound by any and all such determinations. It is the OBLIGATION of the Affiliate to prove to Lospollos that it has NOT engaged in fraud. Lospollos will hold Your Bounty-related payments in 'Pending Status' until You have satisfactorily provided evidence that demonstrates to Lospollos that You have not engaged in fraud. If You are unable to provide Lospollos with satisfactory evidence that You have not engaged in fraud within seven (7) days of Your Bounties being placed in “Pending Status,” then Lospollos reserves the right to terminate Your Affiliate account, cancel payment on the applicable Bounties, at its sole discretion and without any further obligations to You, and further reserves the right to claim damages for any losses incurred due to fraudulent activities.

11. Term and Termination

The Agreement shall commence upon Lospollos’s acceptance of Your Affiliate application and remain in effect until terminated as set forth herein. The Agreement may be terminated by either Party upon three (3) days’ prior written notice. In addition, Lospollos reserves the right, in its sole and absolute discretion, to terminate a Program and/or remove any Creatives at any time for any reason, upon notice to You. Lospollos also reserves the right to terminate Your access to the Site at any time with or without notice to You.

Termination notice may be provided via e-mail and will be effective immediately. In addition, Lospollos reserves the right to suspend any payments due to You upon termination, pending the resolution of any outstanding issues or investigations, including fraud or violations of the Agreement.

Upon termination, the Affiliate agrees to immediately remove from its Affiliate Website(s) any and all Creatives, Lospollos Code or other intellectual property made available to the Affiliate in connection with its performance under the Agreement. The representations, warranties and obligations contained within the Agreement shall remain in full force and effect after termination of the Agreement. All payment obligations accruing prior to the date of termination shall survive until fully fulfilled. For the avoidance of doubt, the Affiliate shall not be entitled to receive any Bounties on any Actions made after the termination date.

The Affiliate agrees that Lospollos shall have the right to withhold any payments or recover any overpaid Bounties if the termination is due to fraudulent activity or other breaches of the Agreement by the Affiliate.

12. Compliance

Lospollos makes available to its Affiliates various policies and guidelines designed to reduce fraud and combat consumer deception. The policies and guidelines cover many topics including, but not limited to general advertising compliance, e-mail marketing, search engine marketing, lead generation, blog-based marketing and product review websites. The Affiliate hereby represents and warrants that it:

(a) has read Lospollos’s policies and guidelines ("Policy Web Pages”);

(b) will regularly check the Policy Web Pages for updates; and

(c) shall comply with any and all such policies and guidelines, as well as updates to the same.

The Affiliate further acknowledges and agrees that Lospollos may modify or update the policies and guidelines at its sole discretion, and it is the responsibility of the Affiliate to stay informed of these updates.

The Affiliate further represents and warrants that it has provided full and accurate information in the sign up process and thereafter with respect to providing to Lospollos all websites, email practices and other methods of generating traffic to advertiser offers sourced from the Lospollos network. The Affiliate agrees to immediately notify Lospollos of any changes to its websites, email practices, or other methods used to generate traffic.

Specifically, prior to the public use or dissemination to consumers of any marketing material promoting an advertiser offer sourced from Lospollos, the Affiliate shall provide Lospollos Compliance with all marketing materials. The Affiliate agrees that Lospollos reserves the right to (but is not obliged) reject or request modifications to any marketing material that does not meet Lospollos’s compliance standards or that may violate applicable laws or regulations.

The Affiliate will also maintain and provide to Lospollos upon request records of the dates when the marketing materials are publically used. These records shall be kept in a manner consistent with industry standards and be available for review by Lospollos at any time. Failure to comply with the representations and warranties set forth in this Section 12 will result in disciplinary action including campaign denial, account termination and the forfeiture of all monies owed.

In any case Lospollos does not monitor, supervise or review content contained on Affiliate Websites except for the use of the Creatives. Lospollos is not responsible for any content appearing or otherwise distributed on, at or in association with Affiliate Websites. The Affiliate is solely responsible for the content on Affiliate Websites.

Lospollos has no direct or indirect control over the content of Affiliate Websites except as specifically set forth in this Agreement and as it relates to the Creatives.

13. Representations and Warranties

The Parties hereby acknowledge and agree that the Affiliate is solely responsible for the method by which the Creatives are disseminated. You represent and warrant that during the term of this Agreement:

1. You will, at all times, comply with all laws applicable in the jurisdiction where the Affiliate is situated and also where the Affiliate directly or indirectly conducts its business or markets the Creatives;
2. Your Affiliate Website contains distinct and legitimate content, substance and material, not simply a list of links or advertisements and that Your Affiliate Website serves a purpose substantially or completely separate and distinct from merely being designed to earn money solely from Lospollos’s Advertisers or other third party advertisers;
3. Your Affiliate Website and/or Affiliate E-mails are represented by a legitimate second-level domain name (e.g. yoursite.com is acceptable; however, a shared server, e.g., sharedsite.com/yoursite, is not acceptable);
4. Your Affiliate Website is not offered as a part of a community-based website personal entry or personal page;
5. Your Affiliate Website and Affiliate E-mails do not incentivize users to click on Creatives (“Incentives”). Incentives include, but are not limited to, awarding users cash, points, prizes, and/or contest or sweepstake entries;
6. Your Affiliate Website is not hosted by a free service and is fully functional at all times and at all levels (no "under construction" Affiliate Websites or any sections thereof are permissible);
7. You will not attempt in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from Lospollos;
8. You will not use spawning process pop-ups and exit pop-ups in connection with Your Affiliate Website and/or Affiliate E-mails;
9. Your Affiliate Website features, at a minimum, a privacy policy linked conspicuously from such Affiliate Website’s home page, with a link that contains clear, prominent and explicit language indicating its presence. Such privacy policy shall, in addition to the disclosures about Affiliate’s privacy practices identify the collection and specific use of any information Affiliate collects, provides or may provide to Lospollos and to any Advertiser or other websites or persons with which Affiliate has any other arrangement relating thereto. In addition to listing the categories of personally identifiable information that are collected, the Affiliate must list the categories of third-parties with whom the Affiliate shares such personally identifiable information, describe the process (if any) by which a consumer can review and request changes to his/her personally identifiable information collected by the Affiliate, describe the process by which the Affiliate notifies consumers of material changes to the privacy policy, and indicate the effective date thereof. Such privacy policy must comply with the California Online Privacy Protect Act (“CalOPPA”), the General Data Protection Regulation and other applicable laws and regulations. The Affiliate must disclose how it responds to web browser’s Do-Not-Track signals or other mechanisms that provide consumers the ability to exercise choice regarding the collection of personally identifiable information about an individual consumer's online activities over time and across third-party websites or online services (if the Affiliate engages in such collection), and disclose whether other parties may collect personally identifiable information about an individual consumer's online activities over time and across different websites when a consumer uses Affiliate’s website. You are obligated to fully comply with the privacy policy posted on the Affiliate Website(s) at all times. You shall notify Lospollos in writing at least three (3) business days in advance of any changes to any applicable privacy policy and shall provide Lospollos with a revised copy of the affected privacy policy prior to the date that the changes take effect;
10. no images, graphics, links, co-registration paths, pop-ups, pop-unders, copy or process for generating Actions other than the Creatives will be used by You in connection with the Programs without first obtaining the prior written consent of Lospollos;
11. You will place or use the Creatives only with the intention of delivering valid Actions as determined by, and for the benefit of, the applicable Advertiser;
12. You will not, nor knowingly permit any person to, activate Creatives or inflate the amount of Actions through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, device, program, robot, Iframes, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing an Action;
13. You will not use, nor knowingly permit any person or entity to use, any third-party trademarks in any way to direct traffic to any Affiliate Website or Advertiser website including, but not limited to, purchasing keywords from a search engine service provider that include the trademark, service mark and/or brand name, or any derivative of any such trademark, service mark or brand name;
14. You will not violate guidelines of any search engines being utilized;
15. You will not allow the Creatives to be placed on any non-Affiliate Website without the prior express written consent of Lospollos;
16. You will not use any Creatives or any other Program terms and/or content in connection with aggregating, soliciting or recruiting other Affiliates, Advertisers, other websites or other persons to form or join an affiliate marketing, advertising or similar network for the purpose of engaging in business of the type conducted by Lospollos;
17. You will not redirect traffic to a website other than the website specifically listed by the applicable Advertiser;
18. You will not target any person who is under the legal age, nor target any restricted jurisdictions where the products or services offered and the promotion thereof are illegal.

You further represent and warrant that the content of Your Affiliate Website and Affiliate E-mails does not promote, advocate, facilitate or otherwise include any of the following:

(i) hate speech or material that discriminates on the basis of race, ethnicity, gender, age, disability, religion or sexual orientation;

(ii) Investment, money-making opportunities or advice not permitted under law;

(iii) violence or profanity, materials that demonstrates, promotes or incites crimes or violent acts, content that promotes terrorism or encourages terrorist acts;;

(iv) pornographic, child pornographic, obscene, sexually explicit or related content;

(v) material that defames, abuses, is libelous, is tortuous or threatens physical harm to others;

(vi) material that displays any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third person;

(vii) material that impersonates any person or entity, use of materials, promoting a product or a service on behalf of celebrities or politicians without their official permission and consent, use of celebrities or politicians’ names to sensationalize the promoted content (“fake news”, propaganda and negative representation of the individuals featured);

(viii) any indication that any statements You make are endorsed by Lospollos and/or an Advertiser, without Lospollos’s and/or Advertiser’s specific prior written consent;

(ix) materials which encourage violence, criminal behaviour or dangerous behaviour, promotion of illegal substances or activities (e.g., illegal narcotics, how to build a bomb, counterfeiting money, creating weapons, taking or making drugs and carrying out fraudulent or terrorist acts, etc.);

(x); illegal content or content which is inappropriate or harmful to children;

(xi) promotion of terrorism or terrorist-related activities, sedition or similar activities;

(xii) software pirating (e.g., warez, hotline);

(xiii) hacking or phreaking;

(xiv) any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(xv) any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet;

(xvi) any software, product or service that harvests or collects the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users;

(xvii) any spoofing, redirecting or trafficking from other websites in an effort to gain traffic;

(xviii) any content that infringes upon the intellectual property rights of any third party or any other right including, without limitation, false advertising, unfair competition, invasion of rights of publicity or privacy;

(xix) gambling, contests, lotteries, raffles, or sweepstakes;

(xx) any material that violates CAN-SPAM; or

(xxi) any illegal activity whatsoever (including any violations of applicable U.S. state or federal law or regulation, Canadian provincial or federal law or the laws of any other jurisdiction in which You operate).

The Affiliate confirms that they have all necessary rights, licenses, and permissions required to use the materials provided under this Agreement, and to engage in the activities described herein, including the display of advertisements, Creatives, and promotional content on their Affiliate Website and other marketing channels.

Any violation of the foregoing representations and warranties and/or the terms of the Agreement may result in immediate termination of the Agreement and forfeiture of all Bounties, along with potential legal actions for damages or claims arising from your non-compliance.

14. ConfidentialInformation

"Confidential Information" means any information disclosed to You by Lospollos, 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 Lospollos; (b) becomes publicly known and made generally available after disclosure to You by Lospollos other than through Your action or inaction; and/or (c) is in Your possession, without confidentiality restrictions, at the time of disclosure by Lospollos as shown by Your files and records prior to the time of disclosure. Lospollos’s Program 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.

Any and all information submitted by end-user customers (“Customer Information”) in connection with a Program shall be considered proprietary to and owned by Lospollos and/or its licensors. Such Customer Information is Confidential Information (as that term is defined above) of Lospollos and may not be utilized or otherwise disclosed by You. You agree to take all necessary precautions to protect the confidentiality of Customer Information and other proprietary data, ensuring that no unauthorized access, disclosure, or use occurs.

In addition, You acknowledge that all non-public information, data and reports made available by Lospollos hereunder or otherwise as part of the Service is proprietary to and owned by Lospollos or its licensors. This includes, but is not limited to, any data analytics, business strategies, marketing plans, and any other content related to the Program or Services, whether explicitly marked as confidential or not.

All proprietary and Confidential Information is protected by copyright, trademark and other intellectual property laws. You agree to implement appropriate security measures to prevent unauthorized access, copying, or distribution of the Confidential Information.

You agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or Confidential Information of Lospollos and/or its licensors in any manner. Any use of such information shall be solely for the purposes expressly outlined in the Agreement. These non-disclosure obligations shall survive termination or expiration of the Agreement. Upon termination of the Agreement, You agree to immediately return or destroy( as per instruction of Lospollos) all Confidential Information, including any copies thereof, in Your possession, and certify to Lospollos that such destruction has occurred. You shall immediately notify Lospollos in writing of any unauthorized disclosure, access, or use of its Confidential Information and cooperate with Lospollos in any investigation or legal action related to such breach.

15. Non-Disparagement

The Affiliate agrees and covenants that they shall not at any time make, publish, or communicate to any person or entity or in any public forum, including, without limitation, on any digital or online review sites or forums, any defamatory, discrediting or disparaging remarks, comments or statements concerning Lospollos or its businesses, or any of a Lospollos’s employees or officers, now or in the future. For the purposes of this section, a disparaging or discrediting statement or representation is any communication which, if publicized to another, would cause or tend to cause the recipient of the communication to question the business condition, integrity, competence, good character, or product quality of the person or entity to whom the communication relates, but will not include any disclosure required to be made to any governmental or quasi-governmental agency, or any disclosure made in the course of any pending or threatened litigation, mediation or arbitration.

In the event the Affiliate failed to perform Non-Disparagement obligations under this section, the Affiliate shall be liable for all losses of Lospollos. Lospollos has the rignt to terminate this Agreement immediately and withhold payments from the Affiliate’s account.

16. Proprietary Rights

Subject to the Agreement and any underlying Program Terms, the Lospollos and/or its licensors retains full ownership of all rights, title, and interest in the Lospollos Network, Programs, Creatives, and any other Intellectual Property content provided to the Affiliate. Lospollos grants to the Affiliate a revocable, non-transferable, royalty free, international license to display on, and distribute through, the Affiliate Website, Affiliate E-mails and/or other approved marketing channels, the Creatives, and any and all associated trademarks, service marks, tradenames and/or copyrighted material (“Intellectual Property Content”) that Lospollos provides to the Affiliate through the Lospollos Network for the limited purposes of promoting Programs to end users. This license is granted on the condition that the Affiliate complies with all applicable laws and regulations related to intellectual property rights and advertising practices.

The Affiliate may not remove or alter any copyright or trademark notices. The Affiliate agrees to promptly cease use of any Intellectual Property Content provided by Lospollos upon termination of the Agreement or upon Lospollos’s written request.

The Intellectual Property Content and other matters related to the Lospollos Network, Programs, Creatives and Site are protected under applicable copyright, trademark and other proprietary rights. The Affiliate acknowledges that Lospollos and/or its licensors has exclusive ownership of all such intellectual property rights, and that the use of these materials by the Affiliate does not transfer any such rights to the Affiliate.

The use, copying, redistribution and/or publication by the Affiliate of any part of the Lospollos Network, Programs, Creatives and/or Site, other than as expressly permitted hereunder, are strictly prohibited. The Affiliate does not acquire any ownership rights to the Lospollos Network, Programs, Creatives and/or Site. The availability of the Lospollos Network, Programs, Creatives and Site does not constitute a waiver of any rights related thereto. No part of the Site may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Site, Site content or any portion thereof. Affiliate agrees not to engage in any actions that may interfere with or disrupt the normal functioning of the Lospollos Network or other systems owned or controlled by the Lospollos. Lospollos reserves any rights not explicitly granted in the Agreement.

17. Limitation of Liability; Disclaimer of Warranty

IN NO EVENT SHALL Lospollos BE LIABLE TO YOU OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, SUB-AFFILIATES OR ANY CUSTOMERS OBTAINED THROUGH YOUR MARKETING EFFORTS) FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, A PROGRAM, ADVERTISERS’ UNDERLYING PRODUCTS AND/OR SERVICES OR YOUR DISPLAY OF ANY CREATIVES ON OR THROUGH YOUR AFFILIATE WEBSITE AND/OR AFFILIATE E-MAILS INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, EVEN IF Lospollos HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Lospollos’S MAXIMUM AGGREGATE LIABILITY TO AFFILIATE AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE THREE HUNDRED DOLLARS ($300). THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL CLAIMS, WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE.

EXCEPT AS OTHERWISE PROVIDED BY APPLICABLE LAW , NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST Lospollos MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE. THE AFFILIATE RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE.

THE SITE, CREATIVES, PROGRAMS, ADVERTISERS’ PRODUCTS AND SERVICES, CONTENT AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE SITE, CREATIVES, PROGRAMS AND/OR ADVERTISERS’ PRODUCTS AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. Lospollos HAS NO LIABILITY, WHATSOEVER, TO THE AFFILIATE OR ANY THIRD PARTY, FOR AFFILIATE’S USE OF, OR INABILITY TO USE, THE SITE, CREATIVES, PROGRAMS AND/OR ADVERTISERS’ PRODUCTS OR SERVICES AND Lospollos DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT AFFILIATE’S USE OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE PROGRAMS WILL BE AVAILABLE TO THE AFFILIATE. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN Lospollos AND THE AFFILIATE. THE SITE, CREATIVES, PROGRAMS AND/OR ADVERTISERS’ PRODUCTS AND SERVICES WOULD NOT BE PROVIDED TO AFFILIATE WITHOUT SUCH LIMITATIONS.

Lospollos MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE SITE, CREATIVES AND/OR PROGRAMS. THE AFFILIATE UNDERSTANDS AND AGREES THAT ANY MARKETING EFFORTS OR CAMPAIGNS USING THE SERVICE AND Lospollos NETWORK ARE AT AFFILIATE’S OWN RISK, AND Lospollos SHALL NOT BE RESPONSIBLE FOR THE OUTCOME OF SUCH MARKETING EFFORTS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE AFFILIATE FROM Lospollos AND/OR ANY ADVERTISER BY AND THROUGH THE SITE, CREATIVES AND/OR PROGRAMS SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THE AGREEMENT.

Lospollos IS NOT LIABLE FOR ANY CONTENT THAT APPEARS ON OR IS DISTRIBUTED THROUGH AFFILIATE WEBSITES. THE AFFILIATE IS SOLELY RESPONSIBLE FOR ALL CONTENT ON THEIR WEBSITES. Lospollos DOES NOT EXERCISE DIRECT OR INDIRECT CONTROL OVER THE CONTENT OF AFFILIATE WEBSITES, EXCEPT AS EXPLICITLY STATED IN THIS AGREEMENT OR AS REQUIRED BY APPLICABLE LAW.

LospollosSHALL NOT BE LIABLE FOR ANY CONTENT, MATERIALS, OR ASSETS PROVIDED BY THE ADVERTISERS, INCLUDING BUT NOT LIMITED TO CREATIVES, ADS, TRADEMARKS, OR OTHER MARKETING MATERIALS, NOR FOR ANY ERRORS, OMISSIONS, OR INACCURACIES CONTAINED THEREIN. THE AFFILIATE AGREES THAT USE OF SUCH ADVERTISER-PROVIDED MATERIALS IS AT AFFILIATE’S OWN RISK, AND LospollosDOES NOT WARRANT, ENDORSE, OR GUARANTEE THE ACCURACY, LEGAL COMPLIANCE, OR SUITABILITY OF SUCH MATERIALS FOR AFFILIATE’S MARKETING EFFORTS. THE AFFILIATE SHALL INDEMNIFY AND HOLD Lospollos HARMLESS FROM ANY CLAIMS, DAMAGES, LOSSES, OR EXPENSES ARISING OUT OF AFFILIATE’S USE OF SUCH MATERIALS.

In some countries, it is not allowed to exclude implied warranties or to limit or exclude the liability for incidental or consequential damages, so the liability of Lospollos shall be limited to the maximum extent permitted by law.

If you are a California resident, you hereby waive the provisions of section 1542 of the California Civil Code, which states that a general release does not include claims that the releasing party and/or creditor is not aware of and that, if known, could have materially affected the settlement.

18. Indemnity

You shall indemnify, defend and hold Lospollos, its Advertisers and each of their respective parents, affiliates, subsidiaries, officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your improper use of the Site, Program, Services and/or any Creatives; (b) any third party claim related to Your Affiliate Website, Affiliate E-mails and/or Your marketing practices; (c) any third party allegation or claim against Lospollos and/or its Advertiser(s) relating to your violation of any and all state and federal laws or the laws of Your jurisdiction; (d) any content, goods or services offered, sold or otherwise made available by You on or through the Affiliate Website, Affiliate E-mails, other marketing channels or otherwise; (e) any claim that Lospollos is obligated to pay any taxes in connection with payment made to You in connection with the Agreement and/or any Program; (f) Your breach and/or violation of the Agreement and/or any representation or warranty contained herein; and/or (g) Your use of the Site, Program, Services and/or any Creatives, in any manner whatsoever.

If any action is brought against Lospollos in respect to any allegation for which indemnity may be sought from the Affiliate, the Lospollos will promptly notify the Affiliate of any such claim of which it becomes aware, except that failure to provide such notice shall not excuse the Affiliate indemnification obligations under this Section 17 The Affiliate will not acquiesce to any judgment or enter into any settlement that adversely affects Lospollos rights or interests without the prior written consent of Lospollos.

19. Assignment

Lospollos may assign the Agreement, or any portion thereof, at its sole discretion. You may not assign, transfer or delegate any of Your rights under the Agreement without the prior written consent of Lospollos, which may be withheld for any reason, and any attempts to do so shall be null and void. Further, any such attempts may result in Lospollos, at its sole discretion, immediately terminating the Agreement and/or Your participation in any Program, without any liability to Lospollos. The Agreement will be binding on, inure to the benefit of and be enforceable against, the Parties’ successors and assigns.

20. Governing law and Dispute resolution

The Agreement shall be construed and governed by the laws of Switzerland, without giving effect to principles of conflicts of law.

In the event of any dispute or claim arising out of or in connection with these Terms and Conditions, the parties shall first attempt to resolve the matter amicably through good-faith negotiations. If the dispute can not be solved through negotiation, such a dispute and/or a controversy whether of law or fact of any nature whatsoever arising from or respecting the Agreement shall be decided by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules ("Arbitrator"). The number of arbitrators shall be one.,. The arbitration process shall be conducted in English. At the request of Lospollos, arbitration proceedings will be conducted in secrecy. In such case all documents, testimony and records shall be received, heard and maintained by Arbitrator in secrecy under seal, available for the inspection only by Lospollos or the Affiliate and by their respective attorneys and their respective experts who shall have agreed, in advance and in writing, to receive all such information confidentially and to maintain such information in secrecy. The Arbitrator shall be able to decree any and all relief of an equitable nature including, but not limited to, such relief as a temporary restraining order, a temporary and/or a permanent injunction, and shall also be able to award damages, with or without an accounting and costs. Lospollos shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding in connection to, arising out of, or under the Agreement. Nothing contained in the Agreement shall be construed to limit any legal remedies available to Lospollos.To the extent permitted by law, You agree not to bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that You may have against Lospollos and its employees, officers, directors, members, representatives and assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove You as a participant in the suit. You agree to pay the attorneys' fees and court costs that Lospollos incurs in seeking such relief. This provision preventing You from bringing, joining or participating in class action lawsuits does not constitute a waiver of any of Your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided above. This provision preventing You from bringing, joining or participating in class action lawsuits is an independent agreement.

21. Severability; Non-Waiver

If any provision of the Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provisions of the Agreement, and the Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. No failure or delay of either Party to (i) enforce any one or more provisions of this Agreement, (ii) exercise any option which is herein provided, or (iii) require the timely performance of any of the terms or provisions hereof, shall be construed or act as a waiver of such term or provision of this Agreement. Either Party may waive the compliance by the other Party with any term or provision hereof only by an instrument in writing. The waiver by either Party of any term or provision of this Agreement shall not be construed or act as a waiver concerning any term or provision for the future or any subsequent breach.

22. Entirety

The Agreement represents the complete and entire expression of the agreement between the Parties, and shall supersede any and all other agreements, whether written or oral, between the Parties.

23. Modifications

 Lospollos reserves the right to make changes to the Site, the Service and the Agreement at any time and without prior notification. The latest Agreement will be posted on the Site. Your continued use of the Site and/or the Service after any such modification thereof shall constitute Your consent to such modification. Therefore, You should regularly check the Site for updates and/or changes.

24. Force Majeure

The Affiliate expressly acknowledges and agrees that Lospollos shall not be liable for any damages arising out of or in connection with any failure or delay in performance under the Agreement due to causes beyond the Lospollos reasonable control, including, but not limited to, acts of God, technical malfunctions, or actions by third parties.

25. Miscellaneous

You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You may not take any action that imposes an unreasonable or disproportionately large load on the Lospollos infrastructure. You agree that any unauthorized and/or unlawful use of the Site, Service, Creatives, and/or Programs would result in irreparable injury to Lospollos for which monetary damages would be inadequate. In such event, Lospollos shall have the right, in addition to other remedies available to it pursuant to the Agreement, to immediate injunctive relief against You without the need to post a bond.

26. Ability to Perform

You agree that Lospollos may require a financial accounting and inspection of Your books and records including, but not limited to, access to Your computer databases, in order to verify and corroborate financial information regarding the relationship established hereunder. You hereby authorize Lospollos to obtain credit reports regarding Your business and to require You to provide it with reasonable information regarding Your financial position.

27. Relationship

Each Party is an independent contractor and not a partner, joint venturer or employee of the other. Neither Party shall have the right to bind the other or to incur any obligation on the other’s behalf.

28. Links to third-party resources

Our Site may contain advertisements and promotions offered by third parties and links to other websites or resources. We may also provide non-commercial links or references to third parties within its content. We are not responsible for the availability (or lack of availability) of any external websites or resources or their content. Furthermore, we are not responsible for, and do not endorse, any products or services that may be offered by third-party websites or resources. If you choose to interact with the third parties made available through our Website, such third party's terms will govern their relationship with you. We are not responsible or liable for such third parties' terms or actions.

29. Notices. 

Should you have any inquiries or require further clarification regarding these Terms and Conditions, feel free to contact us. You can reach us via email at [email protected].

30. Privacy Policy

We know your personal information is important to you, so it’s important to us. Our Privacy Policy and Cookie Policy explain in detail what information about you we collect and how we use the information about you that we collect.