GENERAL CONDITIONS APPLICABLE TO THE PLATFORM
This agreement describes the terms and conditions of the Chameleon advertising platform, owned by Chameleon Advertising Technologies Limited, a company with its registered offices at The Black Church, St. Mary's Place - Dublin 07 - Ireland.
"Affiliate": indicates the physical or legal person who requested to act in the capacity of "THE BENEFICIARY" of payments during registration on the www.chameleon.ad website.
Chameleon provides digital marketing services using a proprietary platform and proposes to start a lasting collaboration with the AFFILIATE. This cooperation is based on mutual respect and in the common interest of obtaining ambitious success both economically and, not to be overlooked, on the affective level such as personal satisfaction if, as we hope, the efforts made are compensated adequately. The obvious result is to make its affiliates' Websites more profitable through advertising campaigns. Such advertising are the result of negotiations between Chameleon and the ADVERTISER.
To join the network of Chameleon affiliates, the user must mark its acceptance of these terms and conditions during registration. In this case, the Affiliate accepts all parts of this contract (and subsequent updates or modifications as required by the following Articles) (hereinafter the "General Contractual Terms and Conditions") and, therefore, is liable for data entered during registration. Once the affiliate has registered, Chameleon sends the latter an e-mail containing the relative data and instructions to access the AFFILIATE PANNEL, and, thus, the registration phase and acceptance of the contractual terms and conditions is completed. At its sole discretion, Chameleon has the right to exclude and/or reject any website that has registered. It is further specified that, on its initiative and at any time, the company can modify any provision of this Contract through one of the following methods: (1) sending of an e-mail communication relating to an amendment; (2) publication of a new version of the Contract on the company website. Except in the event of changes relating to the prevention of fraud or the possibility where there is an error in the Contract entering into force on the date they are published on the company's Website or, if previous, to the date on which the relative communication was sent, any other changes to the Contract enter into force 15 days after the publication date or, if previous, the date on which the relative communication was sent. Through the Website, the affiliate must make sure that it is aware of any other update or change made to the Contract. If for whatever reason, the affiliate considers the updates or changes to the contract inadmissible or unacceptable, the latter can freely withdraw from the agreement. Indeed, the continued participation in the affiliate network after the 15-day period mentioned above constitutes a binding acceptance of the change or update.
ARTICLE 1 - DEFINITIONS AND INTERPRETATION
References to the following terms in this Contract, if used, will have the meanings outlined below:
"Mark": refers to the action of ticking with a 'click', or by clicking the box next to the words 'I accept the terms and conditions of your service' placed at the end of the user's registration form on the company's website. This is only used if the terms and conditions of this contract are accepted. Otherwise, refuse the offer.
"Affiliate Accruals": refers to the amount to be paid to the affiliate as calculated exclusively based on the data in our system and in agreement with the terms of this Contract and with the Fee (Payment Plan).
"Banner" and "Text Link": refers to the graphic or text artwork including the tracker IDs, tournament feeds (RSS) that the company makes available in the Affiliate Area, and that the Affiliates can use to connect users to our Services from the affiliate's website (or other electronic means) or to use other marketing materials. Any commission due is counted using these advertising tools for the purpose of calculating the final Fee.
"Fraudulent Traffic": refers to the traffic generated by the Services through illegal methods or any other action committed in bad faith to commit fraud (as determined by the Company at its sole discretion) regardless of whether or not it actually causes damage to the company, including manipulation of the service or system, or other promotional abuse, unauthorised use of third-party accounts, copyrights, trademarks and other intellectual property rights of third parties and any activity that constitutes Fraudulent Traffic.
"Marketing Materials": refers to Banners and Text Links and any other material for marketing whether it was supplied or made available to the affiliate by the company and/or previously approved by the latter. The affiliate makes these Marketing Materials available in his/her PERSONAL PANNEL.
"Fee": Terms and conditions (payment plan) referred to the AFFILIATES and proposed by Chameleon. In fact, these terms and conditions regulate the Fee that Chameleon must pay the AFFILIATES. This Fee is the total of each commission.
"Services": refers to a product or service that the company offers the affiliates.
"Website(s)": refers to Chameleon's website, as the affiliation platform and the website(s) indicated by each affiliate at the time of registration. Moreover, this term refers to the destination site to which we send our Banners and Text links (advertising campaign website).
"Spam": refers to sending large quantities of spam (usually commercial) that could defame Chameleon and the services offered by the later. It can be implemented through any media, including the Internet and e-mail.
"Affiliate Accruals": refers to any amounts accrued by the affiliate as provided for in the Fee.
"Duration": refers to the period starting from the date on which the affiliate acknowledges the conditions mentioned in the Contract and accepts them, showing this acceptance by registering, up to the time when this Contract expires or is terminated in agreement with the terms and conditions of the same.
"Tracker": refers to the Tracking URL that the Company exclusively provides to the affiliate, through which we track the activities and calculate the individual commissions earned.
"Tracking URL": refers to the particular hyperlink or other linking instruments to return to the Website or the company's Services through which the affiliate generates its fees.
"ADVERTISER": Website, editor of services and/or on-line content, owned by a natural or legal person with whom Chameleon has signed an advertising campaign;
"Database": Database belonging to Chameleon containing a set of information about the AFFILIATES and their commissions;
"User": Natural or legal person connected to the Internet network and that uses it to perform interactive or other tasks, such as browsing of websites, exchange of information or the implementation of legal actions such as the purchase of products or services;
"Chameleon Services Offer": Set of services negotiated with ADVERTISERS and provided to AFFILIATES who have registered on the PLATFORM by accepting the terms and conditions of this contract. These services enable the latter to access and use the instruments available on the PLATFORM and share the advertising campaign. This set of services shall give the right to the payment of the FEE.
"Affiliate panel": refers to the Website area accessible to the affiliate, who must log in using the security code assigned during registration to the website http://www.chameleon.ad/. The panel provides certain 'affiliate exclusive' functions, including applications to control his/her statistics, update his/her profile and create supplementary identification data tracking ('tracker ID'), select banners and/or text links. Through this panel, the affiliate may take note of the individual payouts for the various advertising campaigns. Furthermore, the affiliate may view and edit personal and payment data at any time. The total commissions generated by the affiliate, which is updated in real time, can be seen by using this panel. Chameleon reserves the right to modify all information regarding the individual affiliate or involving other affiliates not directly affected by these changes at any time and without prior notice.
"Payout": refers to the single commission generated through the publishing of the respective campaign, in agreement with the advertiser. The payout may differ from campaign to campaign and from affiliate to affiliate.
ARTICLE 2 - CONDITIONS FOR PARTICIPATION AND SERVICE
By way of example, without limitation, and without prejudice to the provisions later in these General Contractual Terms and Conditions, individuals of legal age and with the capacity to act, organisations, registered and unregistered, companies and other legal entities represented by a legal representative and who are owners of websites and/or who can legally have spaces on third-party websites may ask to be AFFILIATES as long as their websites have the following features:
- Have contents in compliance with legal regulations in force;
- Do not contain content that, according to Chameleon's discretion, proves to be vulgar, obscene and/or pornographic, have references that incite discrimination and racial, political and religious hatred, or promote and/or have contents that are suitable to incite violence;
- Do not infringe any intellectual property rights;
- Do not promote illegal activities or substances;
- Do not promote or facilitate hacking;
- Do not determine or facilitate any other type of unlawful activity;
- Do not engage in any defamatory acts.
Chameleon reserves the right not to accept the user's registration or to cancel the same if it determines, at its exclusive discretion, that the affiliate does not comply with these conditions.
The AFFILIATE accesses the Service through the website by using the credentials (e-mail address/username and password) provided by Chameleon during registration.
The AFFILIATE expressly acknowledges and accepts that the credentials mentioned above are confidential and can be modified directly by the AFFILIATE or, optionally, by Chameleon. The AFFILIATE is responsible for the confidentiality and protection of these credentials and as a result of this agrees not to communicate them to a third party. The AFFILIATE acknowledges having full liability for all activity on his/her account and all consequences resulting from use, loss, theft, piracy and/or fraudulent use of credentials.
To use the Service, the AFFILIATE must register on the Website and provide all information requested during the registration process. The AFFILIATE must regularly review and update his/her registration information to make sure it remains accurate, current and complete. Chameleon is not liable for any inaccuracy in the provision of the Service caused by information provided by the AFFILIATE.
The AFFILIATE must enter at least one web property on the Website at the time of registration. The AFFILIATE can register more than one web property.
If the AFFILIATE is an individual, this person must be at least 18 years old. Affiliate proposals received from people under the age of 18 will not be taken into consideration.
Affiliation is considered operational following explicit acceptance by Chameleon of the affiliation request sent electronically by the individual owner of the website, or by its legal representative, through submission of the application.
The affiliation application implies full acceptance of all General Contractual Terms and Conditions and without reservation.
Chameleon replies to the affiliation application by sending an e-mail to the address provided by the applicant, as soon as the checks deemed appropriate are performed.
Tacit approval of the affiliation proposal is expressly excluded.
Chameleon reserves the right to reject the affiliation proposal and/or registration of one or more properties at its sole discretion, without being required to explain the reasons for the decision.
The applicant becomes an AFFILIATE when Chameleon completes the acceptance.
The AFFILIATE may use the Service as described in these General Contractual Terms and Conditions.
The AFFILIATE acknowledges that Chameleon may modify or discontinue the Service and its terms at any time. In this case, the AFFILIATE must refrain from making claims for any damages arising from the termination or modification of the Service.
Chameleon reserves the right to modify or discontinue the services provided in agreement with these Contractual Terms and Conditions. The AFFILIATE will be notified of any changes by e-mail and/or by publication on the website that Chameleon sets up for the Affiliates. If the AFFILIATE does not accept the changes made by Chameleon, he/she is required to discontinue using the Service immediately.
ARTICLE 3 - AFFILIATE'S OBLIGATIONS
The AFFILIATE undertakes to activate the Service through the Tags on the AFFILIATE's property.
The Affiliate is responsible for the Affiliate's property and must ensure that this continues to comply with the laws and regulations. Therefore, the Affiliate is liable for damage that CHAMELEON may suffer due to the Affiliate Property's contents.
In any case, during participation in the Service, the Affiliate must not create connections with websites:
• The contents of which infringes the rights of others - whether they are natural or legal persons - and especially violations of the right to the name, image, reputation, decorum and privacy of others;
• The contents of which infringes the intellectual property rights and creativity of others such as, by way of example, copyright, intellectual property rights, the right to confidentiality of business information or so-called confidential information;
• The contents of which constitutes an infringement of criminal or administrative regulations;
• The contents of which is contrary to morality or otherwise obscene or vulgar;
• Contain representations of physical or moral violence or that, according to the style and sensitivity of the consumer, could be considered indecent, vulgar or repulsive;
• In any way exploit superstition, unwariness and, except in justifiable cases, the fear of the recipients;
• Incite recipients to perform any act contrary to the law, morals, and morality;
• Contain descriptions or representations that may lead the recipients to be less cautious than usual, or to decrease their vigilance and responsibility to the dangers;
• Offend the moral, civil and religious beliefs. Do not respect the dignity of the person in all its forms and expressions and avoids all forms of discrimination;
• Violate the principles of fair and even business competition;
• Slavishly falsify the business communications of others, especially if capable of creating confusion with the commercial communication of others;
• Exploit the name, the brand, reputation and corporate image of others.
The Affiliate guarantees that the personal information provided to CHAMELEON are correct, complete and truthful. The Affiliate is required to inform CHAMELEON of any change in the information provided immediately.
The Affiliate shall not in any way generate or have others generate Artificial Traffic to CHAMELEON and/or to the Affiliate's Property and/or to the Destination Web Sites.
The Affiliate is required to immediately inform CHAMELEON as soon as he/she becomes aware or has any suspicion of a violation of this Contract.
The Affiliate expressly acknowledges and agrees that in order to provide the service CHAMELEON installs so-called analytical cookies on the Affiliate's Property as a third party. Therefore, the Affiliate must appropriately update the pages of his/her website dedicated to privacy and cookie information, pointing out that the browsing data will also be used by the web analytic system.
Moreover, the Affiliate expressly acknowledges and agrees that CHAMELEON installs the so-called profiling cookies on the Affiliate's Property as a third party either directly or as an intermediary on behalf of third parties represented by operators that may be chosen by the Advertisers and/or by Chameleon to convey advertising messages. Therefore, the Affiliate agrees to ask Visitors and, generally, all users of the Affiliate's Property, prior consent (so-called "Short disclosure") before allowing CHAMELEON to release profiling cookies. In this regard, the Affiliate guarantees that the Affiliate's Property (i) through its extended disclosure, lets others know about the use of third-party technologies and the collection and use of personal data through the Website (ii) provides Website users suitable disclosure and collect specific consent in accordance with Legislative Decree 196 dated 30 June 2003, the "Privacy Code" and as with the Privacy Authority Provision 229 dated 8 May 2014, with "Clarifications on the implementation of legislation concerning cookies" issued by the Privacy Authority on 5 June 2015, and, in any case, with all laws and regulations on the subject.
ARTICLE 4 - CHAMELEON'S OBLIGATIONS
CHAMELEON agrees to measure the Traffic generated from the Affiliate's Property in agreement with the Service provided by CHAMELEON.
CHAMELEON provides for the calculation of all amounts accrued on behalf of the Affiliate under this Agreement pursuant to Article 6 below and the payment thereof against the Affiliate's presentation of its financial documents.
The Affiliate expressly acknowledges and accepts that CHAMELEON (i) is active in implementing methods to reduce the ability of cookies to identify users by adopting IP address anonymisation instruments, (ii) that CHAMELEON issues its own and third-party profiling cookies and (iii) that it also undertakes not to cross information contained in these cookies with others available to it in full compliance with the provision of the Data Protection Authority 229 dated 8 May 2014 and the "Clarifications on the implementation of legislation regarding cookies" issued by the Privacy Authority on 5 June 2015.
ARTICLE 5 - FRAUD
In the interest of the Parties, action aimed at artificially and illegally increasing Remuneration due to the affiliate is prohibited. Any action undertaken (in any way) by the affiliate to illegally increase its Remuneration will be considered fraud. Likewise, Chameleon considers any action that does not comply with the terms and conditions of each advertising campaign fraud, without further justification. In the case of fraud, the Contract is terminated automatically without notice and compensation. In this case, Chameleon reserves the right to initiate legal proceedings, and to request reimbursement of the amounts not due and unduly paid to the affiliate. For the purpose of not generating fraudulent activity, even unconsciously, it is important that the affiliate subject the banners and/or custom text links to Chameleon. Therefore, even partial modifications of the code located in the AFFILIATE PANEL can present fraudulent features as well as errors in the tracking system. Furthermore, Chameleon reserves the right to block all commissions due to the affiliate in the event of established fraud.
ARTICLE 6 - PAYMENTS TO THE AFFILIATES
The AFFILIATE is remunerated based on the amounts for supplying advertising campaigns offered by Chameleon, and previously negotiated with the ADVERTISER. The AFFILIATE can always see the total amounts of commission in its PANEL:
Chameleon only pays its affiliates the fees approved and regularly paid by the client. Chameleon, at its sole discretion, can decide not to pay the affiliate the commissions if the client does not agree and/or pay Chameleon the commissions.
If Chameleon pays the amounts to the affiliates the amounts but the client does not approve them or pay them subsequently, Chameleon, at its sole discretion, can ask to be reimbursed for these payments. If the affiliate does not accept to return the payment, Chameleon may take action for repayment of the entire paid amount by disputing invalidity of the traffic and also requesting compensation for damages.
In any case, if Chameleon proves that the transactions are invalid, the affiliate MUST pay back the advanced amount to Chameleon.
For the first payments to be made, Chameleon asks that the complete invoicing and payment information be sent. Chameleon is unable to pay the commissions for tax purposes if the data entered in the affiliate panel is incorrect and/or incomplete.
ARTICLE 7 - INVOICING AND PAYMENTS
Chameleon traces the Affiliate's activities and prepares reports on it for the purpose of calculating the Accrued Amounts based on the fee and agreed to methods. The form, content, and frequency of the reports may vary from time to time at the sole discretion of the company. Chameleon will send the affiliates payment within sixty (60) days for the fees accrued monthly. If there are any failures, malfunctions or other problems, technical or otherwise, leading to a temporary stop of the accounting of various reports, Chameleon is not in any way liable for any damages and/or losses, including economic, caused the affiliate, and the affiliate cannot claim any damage. Moreover, any changes, even partial, to the Code for the product to be advertised, can cause errors in our tracking system and consequently the lack of recognition of commissions. In this case, the affiliate is solely liable for this problem and cannot claim rights on unaccounted commissions against Chameleon. In the same way, Chameleon will not be charged for any errors and/or malfunctioning attributed to the advertiser concerning its advertising campaign. It should be noted that all invoices will be sent to the affiliate only if the latter has reached the minimum threshold of ¤ 25. Otherwise, only a report regarding the attainment of that month starting from the next month will be sent.
- Payment Method. All payments due to the affiliate are in EURO. Payments are made through bank transfer or PayPal. However, the company will try to adapt to the affiliate's preferred method of payment. The affiliate must bear any expenses for transferring the amounts to be paid and deducted from the Affiliate Accruals. Please note that the company is not in any way required to incur any fees for the exchange of currency or associated with the transfer of money.
Please note that if the advertiser does not pay the amounts due to Chameleon, the latter will temporarily suspend payments to its affiliates relating to the relevant advertising campaign until the problem is resolved.
- Suspension in the event of Fraudulent Traffic. If at its sole discretion, the company suspects the existence of Fraudulent Traffic, it may delay the payment of Affiliate Accruals up to a maximum of one hundred and eighty (180) days during which the company investigates and checks the related transactions. If at its sole discretion, the company determines that a particular activity constitutes Fraudulent Traffic or violates this Contract, the Company may: (1) fully pay the Affiliate Accruals, (2) recalculate these amounts in light of the suspected Fraudulent Traffic mentioned above and/or (3) confiscate the future Affiliate Accruals related to Fraudulent Traffic (as appropriate). If fraudulent traffic is verified on the payments advanced to the affiliates, the latter must reimburse the payments or Chameleon may take legal action requiring reimbursement of the payments and compensation for damage.
- Disputes. If the affiliate disagrees with the monthly reports or the amounts due, he/she must not accept any payment for these amounts and immediately send the company written notice regarding the dispute. The dispute notices must be received within thirty (30) days from when the company has made the monthly report available. Otherwise, it is believed that the affiliate has waived its right to dispute the report or payment and the affiliate does not have the opportunity to raise any complaint in this regard. The dispute notice must be sent to the following e-mail address: firstname.lastname@example.org with 'Dispute of Accruals' in the subject line. Furthermore, the deposit of payment cheques, acceptance of bank transfers or the acceptance of other payments that the affiliate receives from the Company is considered the full and definitive acceptance of the Accruals due for the month indicated. Notwithstanding the preceding, if payments exceeding the calculation of Accruals are made, the company reserves the right to correct the calculation at any time and to request that the affiliate returns any excess payment paid by the company. If the affiliate does not return unduly paid amounts, Chameleon reserves the right to refer the matter to court.
- Taxes. The affiliate is solely responsible for all taxes due concerning payments made by Chameleon in favour of the affiliate. Concerning the legislation in the field, the affiliate is solely responsible for regulating its status as the taxpayer. The affiliate recognises that payments received by Chameleon must comply with international VAT payment regulations.
ARTICLE 8 - DURATION AND TERMINATION
- Duration and Termination. This Contract enters into force with the expression of consent regarding these clauses and conditions, to be made in the Registration Form at the time of registration and remains in effect until its termination, which must be made according to the provisions referred to in the Contract.
- Cancellation by the Affiliate. The Affiliate may immediately terminate this Contract without reason by sending written notice to the company through an e-mail message with "Chameleon Cancellation" written in the subject line and addressed to email@example.com.
- Cancellation by the Company. The Company may terminate this Contract without reason by sending written notice to the affiliate through an e-mail message to the address that the affiliate provides the company or by fax to the number provided by the affiliate. It is noted that the affiliate will not receive any further Accruals following termination of this Contract.
- Suspension by the Company. At its sole discretion and without prejudice to other rights and remedies, the company also has the right to suspend the Contract for a specific affiliate. During any suspension periods, the company can withhold the payment of Accruals. The payment of any withheld Accruals will be made at the end of the suspension; otherwise different decision will be made following the necessary evaluations.
- Effects of the Withdrawal and Termination. The following rules are applied in the case of withdrawal and termination:
1. The affiliate is required to end the promotion of Website(s) and all rights and licenses granted to him/her under the Contract, which is resolved with immediate effect;
2. The affiliate must return all confidential information and cease use of the company's Trademarks and marketing materials;
3. Provided that the company has paid or pays the affiliate amounts due on the date of withdrawal or termination, the company is not required to pay additional sums to the affiliate.
ARTICLE 9 - EXCLUSION OF LIABILITY
The company declines all responsibility for any damage to computer media of all kinds or other devices that the affiliate obtained during the installation of software or any other computer equipment provided for activities related to the contract. The product is provided "as is" and the affiliate is responsible for verifying its compatibility with his/her media. The Affiliate is exclusively responsible for any user complaints addressed to him/her regarding our platform.
ARTICLE 10 - INVALIDITY OF A PROVISION
If any of the stipulations of the Contract is considered void against a legal rule or law in force, the stipulation will be regarded as unwritten and not cause the invalidity of the Contract.
ARTICLE 11 - APPLICABLE LAW AND JURISDICTION
The law of Ireland applies to the Contract. If a mutual agreement cannot be reached, any undergoing dispute or unless otherwise agreed regarding the interpretation or the implementation of the Contract will be submitted to the Authority competent for the subject and located in the place where the registered office of Chameleon is located.
ARTICLE 12 - LANGUAGE
This Agreement has been drafted in both Italian and English. In the event of any inconsistency between the Italian and the English version of this Agreement, the English version shall prevail.
For information, suggestions or complaints you can contact us:
or The Black Church, St. Mary's Place - Dublin 07 - Ireland