ACW NV/ XLOVECASH Affiliate Program Agreement (the Agreement) v.23-03-2023
These terms and conditions apply to the agreement entered into by and between AC Webconnecting NV, a company under the laws of Curaçao, Chamber of Commerce whose address is officially recorded E-commerce Park Vredenberg D07-D09, Willemstad, Curaçao, RC 102163 ("ACW NV “ XLOVECASH.com” or “we”) and its counterpart in that Agreement ("Affiliate" or “You”).
This Agreement contains the complete terms and conditions that apply to your participation as Affiliate of the XLOVECASH Program.
This Agreement will come in place by You CLICKING ON THE "I accept the terms of service" BUTTON on the sign-up form as available on the XLOVECASH.com website, and by supplying us with all the required information to sign you up to the Program.
- ACW NV is providing marketing services to the Service Providers who are selling their services to their clients (Users) via the the XLOVECAM.com Platform.
- As part of the provision of the marketing services to the Services Providers, ACW NV is involved of running an affiliate marketing Program for the benefit of the Service Providers named the XLOVECASH Program.
- One of the ways to enlarge the sales market of the Service Providers is the XLOVECASH Program.
- You are a third party, Affiliate, who wishes to participate in the XLOVECASH Program.
Article 1 General
- This Agreement replaces all previous agreements between the Affiliate and ACW NV with respect of the operating of the XLOVECASH Program.
- By becoming an Affiliate and participating in the XLOVECASH Program, you are providing electronic services to ACW NV. You are engaging in a Business-to-Business (B2B) commercial relationship.
- ACW NV has the right to make changes to this Agreement at any time or at its sole discretion. Notice of any change by the posting on the website XLOVECASH.com of a change notice of a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available Affiliate Fees, Affiliate Fees schedules, payment procedures, and Affiliate Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the XLOVECASH Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.
- ACW NV confirms that it is a company duly organized, validly existing, and in good standing order under the laws of Curaçao and any and all supplies made by the Affiliate to ACW NV, under this Agreement, are made to, and only to, an establishment of ACW NV situated in Curaçao. ACW NV shall notify Affiliate immediately if this position changes.
Article 2. Definitions
- AC Webconnecting NV being a company incorporated under the laws of Curaçao, Chamber of Commerce NUMBER 102163,E-commerce Park Vredenberg D07-D09, Willemstad, Curaçao. As used in this Agreement, "we" or "us" or “our” refers to ACW NV.
- Affiliates: third parties who participate in the XLOVECASH Program as per this Agreement. As used in this Agreement, "you" or "your" means the applicant/participating Affiliate.
- Affiliate Account: the account of the Affiliate with ACW NV with which he can join the XLOVECASH Program and in which the Affiliate Payouts are are accounted for.
- Affiliate Fees: fees earned by you for your efforts as a result of which Referred Users load credits in their E-Wallets or Referred Webmasters participate in the XLOVECASH Program by opening an Affiliate Account.
- Affiliate Payout: the amount of Affiliate Fees due to the Affiliate by ACW NV. The amount of the Affiliate Payout not transferred to the Affiliate is the Unpaid Affiliate Payout.
- E-Wallet: virtual credit balance registered by ACW BV (an affiliated company of ACW NV) upon receipt of funds from the User. The User's E-Wallet is stored in the computer system of ACW BV. The E-Wallet is not a bank account but a virtual balance.
- Invoice: the invoice of the Affiliate with respect to the Affiliate Fees due to him.
- Service Provider: the party who provides and sells his or her services to the Users via the Websites connected to the XLOVECAM.com Platform by providing paid access to the User to certain content such as text, video, images, sound and facilities ("the Content") via the webcam for interactive contact (cam to cam contact).
- Referred User: a User for whom no User Account is in place and who has opened such User Account as a result of you referring the User to the Websites by using the XLOVECASH Program.
- Referred Webmaster: an Affiliate which is referred by you to participate in the XLOVECASH Program by opening an Affiliate Account.
- Party or Parties: party or parties to this Agreement.
- Promo Tools: promo tools include:
- Live Random Webcam plus Chat Simulator - customizable i-frame; Xlovecam and Xlovegay
- Online models - customizable i-frame; Xlovecam and Xlovegay
- Live Chat Tool - customizable i-frame for Xlovecam; this tool is available in more than 30 sizes plus some extra nice features; visitors are able to change live video size up to full screen
- XML and RSS feeds Generators
- HTML Pages - we offer a variety of premade html pages that you can use either for a landing page or as template for an website.
- Pictures Gallery - a library with a high number of models webcam pictures
- Basic banners - simple, animated, different sizes for all our sites
- SlideUp PopUp - IM like notification popup - it comes in multiple styles
- Text Links Generator
- Pre-Roll Ads - a display format for video ads that consist of displaying the video ad for a few seconds before viewing content.
- Co-registration - it allows affiliates to customize the Xlovecam registration form and it allows visitors to create an account at Xlovecam directly from affiliate website pages accepting the Xlovecam terms and conditions
- User: a person who purchases services from the Service Providers via the Websites connected to the XLOVECAM.com Platform and who uses the E-Wallet in order to make the discharge payment of his fees due to Service Providers.
- User Account: the User's personal registration on the XLOVECAM.com Platform.
- XLOVECAM.com Platform: a platform exploited by an affiliated company of ACW NV on which the Service Providers sell their services to the Users.
- XLOVECASH Program: a Program operated by ACW NV in which the Affiliates participate by using the Promo Tools provided by ACW NV on their websites with the purpose that the visitors of their websites will open a User Account and load credits in their E-Wallet.
- Website: a website linked to the XLOVECAM.com Platform included but not limited to XLove, XLovecam, XXXLove and XLovegay.
Article 3. Acceptance of the Affiliate
- In order to use the XLOVECASH Program the Affiliate needs to register an Affiliate Account by filing a sign-up form as available on the XLOVECASH.com website and providing ACW NV with the required information in the sign-up form.
- Affiliates must be eighteen years or older or over the age of majority if the Affiliate resides and/or conducts business in states, provinces or countries where the age of majority is higher than eighteen (18) years. If ACW NV at any time finds out that the Affiliate does not meet this requirement, ACW NV has the right to immediately terminate this agreement.
- The Affiliate is not permitted to bid on, purchase or otherwise register/use the trademarked names, Xlove, XXXLove, Xlovecam and Xlovegay or any confusingly similar variation thereof. in any domain name or as a subdomain name in any gTLDs and ccTLDs.
- Under no circumstances may the Affiliate claim any intellectual property rights regarding any copies of (source code of) any software used by ACW NV for the XLOVECASH Program.
Article 4. Referral rules
- It is not allowed for the Affiliate to spam the XLOVECASH Program and/or the XLOVECAM.com Platform.
- It is not allowed to use the XLOVECASH Program on any website with illegal activities (also linking to/sending hits from sites with illegal illegal activities), containing but not limited to: underage pornography, warez, bestiality, rape, torture, etc.
- It is not allowed to use any form of adware/spyware technology when using the the XLOVECASH Program.
- It is not allowed to use the XLOVECASH Program on any websites that contain material which constitutes an infringement, misappropriation or violation of any persons intellectual property rights such as copyrights, trademark rights, rights of publicity, patent rights, personal property rights, privacy rights or other rights.
- If ACW NV will suffer any damages due to a violation of these rules by you, you will indemnify us for all damages and costs we suffer subsequently.
Article 5. Affiliate obligations
- Affiliate will use its best efforts to direct Referred Users to the XLOVECAM.com Platform with the purpose to open a User Account and load credits in his E-Wallet with the purpose to buy services from the Service Providers and to cause Referred Webmasters to participate the XLOVECASH Program.
- Affiliate may not present itself as subsidiary or employee of ACW NV but may refer in a business like and neutral manner to ACW NV as the provider of the XLOVECASH Program.
- Affiliate itself is responsible for attracting Referred Users and/or Referred Webmasters with the XLOVECASH Program. ACW NV expressly does not represent or warrant any specific number of Referred Users and/or Referred Webmasters, income or the like. Any such numbers given in advertisements of ACW NV shall be regarded as non-binding indications.
Article 6. Providing access to the ACW NV/XLOVECASH Program
- ACW NV will use its reasonable efforts to provide the Affiliate access to the XLOVECASH Program by providing the Affiliate with the Promo Tools.
- All XLOVECASH Program benefits materials, including, without limitation, all advertising banners, photographic materials, recordings, video, sound, and any other form of intellectual property provided to you by ACW NV as part of the XLOVECASH Program shall remain the property of ACW NV and may not be copied or reproduced, altered, modified or changed, broadcast, distributed, transmitted or disseminated, sold or offered for sale in any manner, at any time anywhere in the world except as expressly authorized by ACW NV in writing.
- Xlove, XXXLove, Xlovecam and Xlovegay are registered trademarks and property of the AC Group. The XLOVECASH Program does not include transferring these trademarks.
- Software remains the property of ACW NV and its suppliers.
- ACW NV may block access to the XLOVECASH Program for certain countries or regions in case relevant law or regulations would render such access unlawful.
- In case ACW NV notices that a Referred User is violating the General Conditions for the use of the XLOVECAM.com Platform or a Referred Webmaster is violating the rules of his participation in the XLOVECASH Program, ACW NV may suspend or terminate his account and/or apply technical measures to block his access. In case ACW NV deems it necessary to involve collection agencies or initiate legal proceedings against a Referred User and or Referred Webmaster, ACW NV may do so without consulting with Affiliate.
- ACW NV will not be held liable for any loss due to server downtime, net congestions, and any other similar problems.
- ACW NV has the right to adapt the XLOVECASH Program and the software and hardware involved from time to time to improve its functionality and to repair errors. In case an adaptation results in a significant change in functionality ACW NV will strive to inform Affiliate in a timely manner and consider any feedback provided by Affiliate. ACW NV is not required to actually adopt such feedback.
- ACW NV has the right to temporarily disable the XLOVECASH Program or parts thereof for service, adaptations or improvements thereof. ACW NV shall ensure such actions occur outside of business hours as much as possible and will inform Affiliate to the best of its abilities of any planned outages. However, ACW NV is never liable for any damages resulted by such temporary outages.
- ACW NV shall strive to inform Affiliate about any disruptions regarding systems, network connections or other relevant aspects of the XLOVECASH Program and the estimated time until those are addressed.
Article 7. Provisions in respect of the Referred Users and the Referred Webmasters
- ACW NV and its affiliated companies of the AC Group shall be responsible for providing an E-Wallet to the Referred Users that have opened a User Account via the XLOVECASH Program necessary to buy the services from the Service Providers via the XLOVECAM.com Platform and shall be responsible for giving the Referred Webmaster access to XLOVECASH Program provided such Referred Webmaster will meet all obligations laid down in his own XLOVECASH Affiliate Program Agreement concluded with ACW NV. For the avoidance of any doubt, Affiliate shall not enter into any agreement with Users regarding issues laid down in this Agreement.
- All Referred Users who have loaded credits in their E-Wallets remain Users of the XLOVECAM.com Platform at all times. All Referred Webmasters who are participating in the XLOVECASH Program remain Affiliates of ACW NV at all times. ACW NV will not be obliged to provide Affiliate with information regarding the Account and the E-wallet of such Referred Users nor regarding the Account of such Referred Webmaster.
- After termination of this Agreement the Referred Users will be integrated as Users of the XLOVECAM.com Platform.
- After termination of this Agreement the Referred Webmasters will be integrated as Affiliates participating in the XLOVECASH Program.
Article 8. Prices and payment
- In return for causing Referred Users to open a User Account and load credits in his E-Wallet, Affiliate will receive a Marketing Fee.
- The Affiliate Fee is a percentage of the the credits loaded by the Referred User in his E-Wallet during the duration of this Agreement. The percentage is 30 in case the Referred User lives in France, Belgium or Switzerland and 35 in case the Referred User lives elsewhere. For the Referred Webmaster you will receive a percentage of 10 over the Affiliate Payout of your Referred Webmaster during the duration of this Agreement. The location of the Referred User shall be determined using the GeoIP database operated by ACW NV.
- You can only earn your Affiliate Fees during the term of your Agreement with us. Special provisions as set out in article 10 of the Agreement will apply for Unpaid Affiliate Payouts
- ACW NV makes real-time statements of the Affiliate Payouts available to the Affiliates in the the Affiliate Account. The Affiliate Fee will be transferred out to you in Euro’s.
- The Affiliate Payout will be only transferred after your auto Invoice to ACW NV has been generated from your Affiliate Account after you have given notice to ACW NV to do so. You may give notice for an Invoice at any time you wish but you must have a minimum of 100 euros due in your Affiliate Account before giving such notice. This means that there are no set set payment periods for the Affiliate Payout.
- The Affiliate has to give notice for the creation of the auto Invoice within 2 years afte r the Affiliate Payout has been accounted for in the Affiliate Account.
- In case of justified and/or legitimate charge backs of or refunds to a Referred User (partly or entirely) with respect to the payment of his fee paid to the Service Provider, ACW NV shall subtract from the next Affiliate Payout the Affiliate Fee which corresponds to the aforementioned charge backs and/or refunds. The same holds if the Affiliate Payout of your Referred Webmaster is affected as mentioned in the previous sentence.
Article 9. Limitation of liability
- ACW NV accepts liability for damages only as provided in this article.
- ACW NV is liable towards Affiliate only for damages as a result of an imputable failure by ACW NV to fullfill any obligation under this Agreement as a result of intent or gross negligence by ACW NV. The amount of any such damages shall be the value of the obligation in question.
- Any liability for any other kind of damage is excluded, including but not limited to indirect damages, punitive damages, consequential damages or compensation for lost profits, damages as a result of delays in performance, damages due to loss of data, damages due to exceeding any time limits as a result of changed circumstances, damages as a result of insufficient cooperation by Affiliate, information or materials or damages as a result of advice or information provided outside the scope of this Agreement.
- Any compensation for damages shall be limited to the payments of the Affiliate Fees actually made in the month prior to the date the cause of damage occurred, except in case the damage was caused as a result of intentional acts or gross negligence.
- Any liability of ACW NV for an imputable failure exists only if ACW NV has been put on notice of default in writing and ACW NV has not corrected its failure within a reasonable period afterwards. In case a correction of the failure is impossible, liability shall exist only after ACW NV has been put on notice of the existence of the failure.
- ACW NV shall indemnify and hold harmless Affiliate for any third-party claims as a result of the use of the XLOVECAM.com Platform against the law in those countries where ACW NV has not blocked its availability and where the Content or its distribution is illegal.
- ACW NV shall also indemnify and hold harmless Affiliate for any third-party claims regarding infringement of intellectual property rights in respect of the software. ACW NV shall not indemnify and hold harmless Affiliate for any third-party claims in respect of the Contents.
- For all other claims (regardless of basis) Affiliate shall indemnify and hold harmless ACW NV.
Article 10. Duration and termination
- This Agreement is entered into on the last date indicated below by electronic signature of this Agreement and remains in force until terminated.
- ACW NV reserves the right to cancel the XLOVECASH Program at any time, without any obligation to pay any compensation to you. In this case the Agreement terminates immediately and automatically and your outstanding Affiliate Payout will be paid out to you.
- Each Party may terminate this Agreement at any time without cause by means of written notice with a 1 months notice. If you want to close your account, you can use the XLovecash website contact form and we will close the account upon receipt thereof and your Affiliate Payout will be paid out to you.
- This Agreement terminates automatically and immediately in case:
- (i) you have not logged into your account with us for a period of more than 2 years and/or
- (ii) you have failed to notify us within 2 years after the Affiliate Payout has been accounted for in your account that you wish to collect your Affiliate Payout so that your auto Invoice to us can be generated and/or
- (iii) we discover fraud/suspicious activity in your Affiliate Account and/or
- (iv) an unusually high number of charge backs and refunds with respect to one of more users referred by you and/or
- (v) you fail to adhere to the terms of the Agreement.
- (vi) In case of violation of the referral rules as set out on the XLOVECASH.com website.
- (vii) your participation in the XLOVECASH Program is in contravention and/or violation of applicable laws, by-laws, rules and regulations,
- (viii) your participation in the XLOVECASH Program is defamatory, obscene, misleading, deceptive, fraudulent or otherwise inappropriate and/or we discover fraud/suspicious activity when you are providing in your account and/or
- (vi) you might harm the good reputation of ACW NV and/or its affiliate Companies, its officers, affiliates or any other person and/or body for which ACW NV is in law responsible
- In case of termination of the Agreement in the above mentioned cases, you will lose your entitlement to the Unpaid Affiliate Payout still outstanding at the moment of termination of the Agreement.
- ACW NV is also entitled to terminate the Agreement every twelve months in case the loaded E-Wallet credits generated by Affiliate under the XLOVECASH Program in the past year are unacceptably low in ACW NV's judgment . ACW NV will send the Affiliate a notice in this respect. In case of termination under this article, the amount of the Unpaid Affiliate Payout will be transferred to the Affiliate.
- This Agreement terminates automatically in case ACW NV or Affiliate applies for a suspension of payment, substantially all of its assets are seized through government action or enters a state of bankruptcy (hereinafter Payment Difficulties). In case of termination under this article as a result of ACW NV having Payment Difficulties, the amount of the Unpaid Affiliate Payout will fall into the estate and the Affiliate will become a concurrency creditor. In case of termination under this article as a result of the Affiliate having Payment Difficulties, the amount of the Unpaid Affiliate Payout will be transferred to the Affiliate or to any other party which is required by law as a result of the Payment Difficulties of the Affiliate.
- After termination of this Agreement, regardless of reason, Affiliate shall cease and desist from any use of the Promo Tools. Affiliate shall remove all Promo Tools from its systems, including backup copies. Furthermore Affiliate shall not be entitled to receive or reuse any data of Referred Users and/or Referred Webmasters (such as e-mail addresses or login data) for any service that Affiliate wishes to set up.
- Termination of this Agreement shall neither affect the Account of the Referred Users with the Platform nor the status of their E-Wallet nor the Account of the Referred Webmasters.
Article 11. Final provision
- This Agreement is governed by the law of the country of Curaçao.
- Unless prescribed otherwise by mandatory law, all disputes arising out of this Agreement shall be brought before the court of first instance of Curaçao.
- In case any provision of this Agreement turns out to be legally invalid, this will not affect the legality of any other provision or the Agreement as a whole. The Parties in such a case will determine a new provision that closely approximates the original provision.
- The Parties shall treat as confidential any information received from the other Party before, during or after the conclusion of this Agreement, if this information is marked as confidential or if the receiving Party knows or should have known that the information was intended as confidential. The Parties shall bind their employees and any third parties involved in the execution of this agreement to a similar level of confidentiality.
- A requirement for a "written" statement shall be fulfilled when e-mail is used, but only if the identity of the sender and the integrity of the message can be determined with sufficient certainty.
- The version of any communication as received or stored by ACW NV shall be regarded as authentic unless Affiliate provides proof to the contrary.
- Either Party is entitled to transfer this Agreement and all its rights and obligations thereunder to any third party only with prior written permission of the other Party. This permission is not required in case of transfer to an affiliated company of the transferring Party and/or a merger of the transferring Party.