Affiliate Agreement
The translation of the Affiliate Agreement into Latviešu is provided for informational purposes only. In case of any questions or disputes, the English version of the Affiliate Agreement shall prevail.
This Affiliate Agreement (the “Agreement”) is entered into by and between:
Wallester AS, a company incorporated and existing under the laws of the Republic of Estonia, with its registered office at F. R. Kreutzwaldi 4, 10120 Tallinn, Estonia, registration number 11812882, hereinafter referred to as the “Company”,
And
[Affiliate Legal Name], a company duly organized and existing under the laws of [Insert jurisdiction], with registration number [Insert Reg. No.], hereinafter referred to as the “Affiliate”.
The Company and the Affiliate may hereinafter be referred to individually as a “Party” and collectively as the “Parties”.
1. Definitions
- Client: companies and/or persons mediated by the Affiliate to the Company and who have or will potentially sign the payment service Agreement.
- Affiliate: any legal entity participating in the Program under this Agreement.
- Company: Wallester AS and related companies.
- Company’s Websites: Website (s) owned, operated, or controlled by the Company or its subsidiaries.
- Service: payment services provided by the Company.
- Affiliate link: Specific link provided to the Affiliate by the Company for promotional services.
- Platform: any medium or channel used by the Affiliate to promote the Company’s services, including but not limited to the Affiliate’s website, social media accounts, user-generated content, online software applications, digital networks, audiences, or other digital platforms. For the purposes of this Agreement, “Platform” also includes offline channels such as personal networks, word-of-mouth referrals, or any other means through which the Affiliate markets or refers to the Company’s services.
- PPL (Pay per Lead): a commission paid by the Company for each mediated Client who has entered into a payment service agreement.
- Program: the marketing and promotional initiative established by the Company and its subsidiaries and partners, through which the Affiliate may promote the Company’s Websites using approved marketing tools and methods, with the objective of referring potential clients. The Program includes the applicable rules, benefits, revenue structures, and obligations set out in this Agreement, including those relating to the use of marketing materials, compliance with relevant laws and regulations, and eligibility for commission payments based on successful client referrals.
- Promotional Services: Marketing of Services of the Company through the Platform of the Affiliate in accordance with the Program.
- Account Page: Page provided by the Company to the Affiliate, where the Affiliate will find a dashboard with statistics about applicable referral fees, purchases, chargebacks, bonuses, etc.
- Commission Fee: Fee payable to the Affiliate in accordance with the Agreement.
- Program Materials: promotional banners, hypertext links, and other promotional materials created by the Company to be used on the Affiliate’s Platform for the sole purpose of advertising, marketing or promoting the Company’s Websites or services provided through the Company’s Websites.
- Confidential Information: all aspects of the Program, including but not limited to its structure, terms, conditions, commission schemes, promotional materials, and operational processes.
- Commission Upgrade: Special Commission Fee plans provided as an additional promotion by the Company.
- Affiliate Manager: A designated representative of the Company responsible for managing the Affiliate’s account, serving as the primary point of contact for communications, guidance, performance monitoring, and operational coordination related to the Affiliate’s participation in the Program.
- Affiliate Dashboard: The secure, web-based portal provided by the Company to Affiliates upon registration, through which Affiliates can manage their participation in the Affiliate Program. The Affiliate Dashboard allows access to commission plans, creation and tracking of referral campaigns, generation of referral links, viewing of performance data and earnings, access to marketing materials, and communication tools including contact details for the designated Affiliate Manager.
- Verified Partner: An Affiliate who has completed the required company profile information within the Affiliate Dashboard, including legal entity details, registration number, address, and applicable VAT number, and whose information has been reviewed and approved by the Company. Verified Partner status may unlock additional features, commission opportunities, and support options within the Affiliate Program.
2. Affiliate onboarding
2.1.2.6. Registration and Access
2.1.1.2.1.2. To participate in the Affiliate Program, the Affiliate must complete the online registration process by creating a login and password and accepting these Terms and Conditions.
2.1.2.2.1.2. Upon successful registration, the Affiliate will gain access to the Affiliate Dashboard, where they may create campaigns, generate referral links, and begin referring clients.
2.2.2.6. Default Commission Plan and Customization
2.2.1.2.2.2. Upon joining, each Affiliate is automatically enrolled in the default Commission Plan, as detailed within the Affiliate Dashboard and these Terms and Conditions.
2.2.2.2.2.2. Following registration, a representative from our Affiliate Management Team will reach out to initiate a personalized onboarding process, discuss opportunities for optimizing performance, and may activate additional or alternative commission plans as agreed with the Affiliate.
2.3.2.6. Commission Plan Visibility
2.3.1.2.3.2. The Affiliate will be able to view available commission plans and their respective terms directly within the Affiliate Dashboard, including during the process of campaign creation.
2.3.2.2.3.2. The selected commission plan applicable to each campaign will be clearly visible to the Affiliate prior to initiating referrals.
2.4.2.6. Profile Completion and Verification
2.4.1.2.4.2. To unlock additional features and obtain Verified Partner status, the Affiliate must complete the Affiliate data section in the Affiliate Dashboard, providing accurate and complete information including legal entity name, registration number, address, and VAT number (if applicable).
2.4.2.2.4.2. Upon approval of this information by our team, the Affiliate will be granted Verified Partner status and the Agreement between Company and Affiliate has been concluded.
2.5.2.6. Dashboard Access and Support
2.5.1.2.5.1. The Affiliate Dashboard provides a centralized platform where the Affiliate may view and manage their active campaigns, track referrals and earnings, select landing pages, access promotional materials, and view contact information for their designated Affiliate Manager.
2.6.2.6 Onboarding Assistance and Communication
2.6.1.2.6.1. After registration, the Affiliate will receive an automatic email containing onboarding instructions and relevant contact details. In addition, our Affiliate Management Team will make direct contact to assist with onboarding, answer any questions, and ensure the Affiliate is fully informed of the applicable commission structure and participation options.
3. Description of the program
3.1.3.9. The Affiliate Program allows the Affiliate to earn Commission Fees by performing Promotional Services through their Platform, either by:
3.1.1.3.1.2. placing Affiliate Links that direct users to the Company’s designated Website (s); or
3.1.2.3.1.2. mediating contact with Clients for the purpose of entering into a payment service agreement with the Company.
3.2.3.9. When Affiliate Links are used, they must follow the specific format provided by the Company and comply with the terms of this Agreement.
3.3.3.9. The Affiliate shall be eligible for Commission Fees when a referred person completes a qualifying action—such as entering into a payment service agreement with the Company—regardless of whether the referral was made via Affiliate Links or by mediating the Client contact, as outlined in this Agreement.
3.4.3.9. The Affiliate transfers the Clients to the Company according to rules stipulated within this Agreement and as per descriptions provided within the Affiliate Dashboard.
3.5.3.9. The participation of the Affiliate in the Program or the use of any Program Materials provided by the Company to the Affiliate under this Agreement is the sole responsibility of the Affiliate and must be used on an “as is” basis.
3.6.3.9. Both Parties agree that the Affiliate’s use of Program Materials under this Agreement does not entitle the Affiliate to any compensation from the Company, except as outlined in this Agreement. Also the use of Program Materials by the Affiliate is voluntary.
3.7.3.9. Neither the Company nor any employee, associate, agent, assignee, or successor of the Company will exert or provide any direct or indirect control over the content appearing or otherwise distributed on, in, or in association with the Affiliate’s Platform, unless mentioned otherwise in this Agreement. Promotional or marketing materials independently created by the Affiliate in connection with the promotion of the Company’s products or services must be submitted to the Company or the designated Affiliate Manager for prior review and written approval before dissemination.
3.8.3.9. The Company may request the Affiliate to provide the full list of websites and Platforms where the promoting of Services is taking place with the purpose of review of promotional activities and use of promotional materials by the Affiliate.
3.9.3.9. The Affiliate acknowledges and agrees that the Confidential Information is proprietary and strictly confidential to the Company.
4. Affiliate duties/declarations
4.1.4.8. The task of the Affiliate is to mediate the Client to the Company and create the possibility to enter into a payment service agreement by making an initial introduction or directing the Client through a referral link and bringing together the Client interested in concluding the payment service agreement with the Company.
4.2.4.8. In its activities, Affiliate is guided by the applicable law and the Agreement.
4.3.4.8. Affiliate acquires the right to receive remuneration only for the Clients and with whom the Company has entered into a payment service agreement after the Client mediation.
4.4.4.8. The Affiliate has a non-exclusive right to redirect, refer or send visitors or users from their Platform to the Company’s Websites. The Affiliate has no obligation of any kind to exercise such non-exclusive right under the present Agreement.
4.5.4.8. The Affiliate has a limited, non-exclusive, non-transferable, and revocable right to access, download, and use promotional banners, hypertext links, and other promotional materials created by the Company to be used on the Affiliate’s Platform for the sole purpose of advertising, marketing or promoting the Company’s Websites or services provided through the Company’s Websites; however, the license herein granted will automatically and immediately cease upon termination or breach of any term of this Agreement.
4.6.4.8. The Affiliate shall keep confidential all non-public information provided by the Company under this Agreement, using it solely for Program purposes, unless disclosure is required by law.
4.7.4.8. The Affiliate hereby expressly declares not to provide, use, or promote any content that is:
4.7.1.4.7.4. illegal;
4.7.2.4.7.4. stolen;
4.7.3.4.7.4. fraudulent;
4.7.4.4.7.4. in violation with any part of the Agreement
on its Platform used to participate in the Program as well as on the domain name (or any subdomain of said domain) that is directed to the IP address of the Company’s Websites or its subsidiaries and which are offering payment services.
4.8.4.8. The Affiliate acknowledges, declares, and agrees to the following:
4.8.1.4.8.13. To take full responsibility for the content present on the referred domain or any subdomain of the domain. The violation of this clause, namely the presence of unacceptable content on the Affiliate’s Platform used to participate in the Program and/or on the website related to the domain name or on any subdomain of the domain, may implicate immediate termination or suspension of the Affiliate’s account and entitle the Company to withhold any pending or future payments, revenues, or benefits;
4.8.2.4.8.13. That the Company’s Websites are used to provide payment services;
4.8.3.4.8.13. To be at least 18 years old, having already reached the age of majority in accordance with the local laws of the Affiliate’s legal jurisdiction;
4.8.4.4.8.13. That the individuals signing this Agreement are authorized to act on its behalf and that the Affiliate controls the content on its Platform under this Agreement;
4.8.5.4.8.13. That the decision to participate in the Program and operate an online business was made independently, at the Affiliate’s sole discretion and initiative, without coercion or reliance on any promises or guarantees from the Company;
4.8.6.4.8.13. That the Program does not constitute a franchise, business opportunity, or similar arrangement under applicable laws or regulations, and that this Agreement is not an offer, solicitation, or arrangement falling within the scope of any franchise or business opportunity statute or regulation, as defined by such laws;
4.8.7.4.8.13. That the Affiliate is not, and has not been, and will not be in the future, a person, member of a group, or organisation involved in any criminal conduct or activity against the law;
4.8.8.4.8.13. That the Company’s provision of financial services is subject to territorial restrictions as determined by the Company’s risk appetite and outlined in the Company’s Risk Appetite Document, and that the Affiliate will abide by these restrictions when promoting the Company’s services. A copy of the Risk Appetite Document shall be made available upon written request to the Affiliate Manager;
4.8.9.4.8.13. Awareness of the strict prohibition on the registration of multiple accounts under the Program by the same person (private individual or legal entity), and that each person is permitted to hold only one account under the Program;
4.8.10.4.8.13. Not to, during the term of this Agreement, direct or refer potential Clients to any business or entity owned, controlled, or affiliated with the Affiliate or their immediate associates;
4.8.11.4.8.13. To provide the Company, immediately upon request, with a Tax ID Number, Social Security Number, or any other Identification Document the Company deems necessary. Failure to provide the required information may result in termination of this Agreement, in which case the Affiliate shall forfeit any unpaid commissions or fees accrued after the date of non-compliance;
4.8.12.4.8.13. Sole responsibility to pay all applicable taxes in relation to the payments received from the Company under this Agreement, and acknowledgment that paying such taxes is mandatory;
4.8.13.4.8.13. Responsibility for the immediate removal of infringing content on the Affiliate’s Platform that violates this Agreement and the Company’s copyrights, upon the first demand of the Company’s representative, agent, or lawyer.
5. Prohibited activities
5.1.5.11. The Affiliate agrees to comply with the following restrictions throughout the term of this Agreement. Breach of any of the following clauses shall constitute a material breach and may result in immediate termination of the Agreement and forfeiture of any unpaid commissions.
5.2.5.11. The Affiliate will at no time, by using any materials provided in the framework of this Agreement by the Company, directly or indirectly display, through any means, negative or offensive advertising.
5.3.5.11. The Affiliate shall not engage in any unfair or deceptive marketing practices, including the use of Company brand names, trademarks, or misspellings thereof as displayed keywords, URLs, or triggers in advertising for the purpose of misleading users or promoting competing services.
5.4.5.11. Typo-squatting, cybersquatting, or use of any domain names that are identical or confusingly similar to the Company’s Websites (with or without typographical errors) is strictly prohibited.
5.5.5.11. Referral fees will not be paid for traffic or users referred through such prohibited domain practices.
5.6.5.11. Use of domains that constitute trademark dilution or infringe on the intellectual property rights of the Company or third parties is strictly prohibited, including redirection or IFrame use of such domains
5.7.5.11. The Affiliate must not engage in or facilitate any form of spamming. This includes but is not limited to:
5.7.1.5.7.5. Unsolicited emails or instant messaging
5.7.2.5.7.5. Blog or Wiki spam
5.7.3.5.7.5. Classified ad spam
5.7.4.5.7.5. Social media spam
5.7.5.5.7.5. IRC or newsgroup postings
5.8.5.11. Any traffic generated through unsolicited or unauthorized means, including incentive-based schemes or automation tools, is strictly prohibited.
5.9.5.11. The Affiliate warrants compliance with Google’s Link Scheme Guidelines and other applicable web standards regarding linking practices. Breach of this provision may lead to immediate termination without notice.
5.10.5.11. The Affiliate is strictly prohibited from engaging in any activities that infringe upon or misuse the Company’s intellectual property, including its trademarks, service marks, domain names, or any other brand identifiers, whether registered or unregistered. Without limitation, the following practices are deemed violations of this Agreement and may result in immediate termination and legal action:
5.10.1.5.10.6. Purchasing or bidding on keywords or search engine advertising terms that are identical or confusingly similar to the Company’s brand names, trademarks, or domain names (including misspellings or variations thereof), with the intent to mislead or divert users.
5.10.2.5.10.6. Registering or using domain names that incorporate or imitate the Company’s brand identifiers or that otherwise dilute or tarnish the Company’s trademarks, including through typo-squatting or domain parking strategies.
5.10.3.5.10.6. Using the Company’s marks in any way that may falsely suggest sponsorship, endorsement, affiliation, or other misleading association between the Affiliate and the Company.
5.10.4.5.10.6. Displaying advertisements that use the Company’s brand names, trademarks, or any confusingly similar terms as triggers, display URLs, or ad copy elements in connection with the promotion of any third-party or competing products or services.
5.10.5.5.10.6. Redirecting traffic to the Company’s Websites through deceptive means that rely on trademarked brand names or any tactic intended to confuse or mislead end users regarding the source or affiliation of the content or destination site.
5.10.6.5.10.6. Any other conduct which constitutes unauthorized or unfair use of the Company’s intellectual property, including attempts to derive traffic or commissions from brand confusion or misrepresentation.
5.11.5.11. The Company considers such practices to be acts of unfair competition and trademark infringement, and reserves all rights to enforce its legal remedies, including immediate termination of this Agreement, forfeiture of commissions, and pursuit of injunctive or monetary relief without prior notice.
6. Company declarations/duties
6.1.6.5. The Company undertakes:
6.1.1.6.1.4. to provide the Affiliate with information about the Service and other information necessary or helpful to the Affiliate to identify potential parties interested in concluding a contract with the Company and to provide the Affiliate with relevant, accurate and adequate information about the Company’s ability to provide the Service, and other conditions the Company considers possible to issue to potential Clients;
6.1.2.6.1.4. to co-operate with the Affiliate in order to maintain appropriate and substantive communication with the contacts provided by the Affiliate in order to determine the possibility and conditions of concluding a payment service agreement with Client;
6.1.3.6.1.4. provide the Affiliate all necessary promotional materials and guidelines for the purpose of promoting the Company’s Services.
6.1.4.6.1.4. pay the Affiliate a Commission Fee in accordance with the Agreement.
6.2.6.5. The Company, its agents, representatives, or any other persons have not made, and do not make, any express or implied guarantees, assurances, or representations to the Affiliate regarding:
6.2.1.6.2.3. the potential profitability, success, or outcomes of the Affiliate’s participation in the Program;
6.2.2.6.2.3. the ability to recover any costs or expenses incurred by the Affiliate in connection with this Agreement; or
6.2.3.6.2.3. the existence, size, or nature of any market for the Company’s products or services related to the Affiliate’s efforts under this Agreement.
6.3.6.5. The Company reserves the right to send promotional e-mails to the members/subscribers of the Affiliate about any website operated by the Company.
6.4.6.5. The Company may, at its sole discretion, determine what constitutes fraudulent or misleading activity and whether the Affiliate’s conduct, directly or indirectly, contributed to such activity. The Company’s determination of fraudulent or misleading activity shall be final and binding.
6.5.6.5. The Company will, at all times, have the right, at its sole and exclusive discretion, to move, including with retroactive nature or effect, the Affiliate from a promotional or standard Program to another promotional or standard Program, adjusting the Affiliate’s associated Program benefits in case the Company deems such measure appropriate due to evidence of the Affiliate’s below standard or high risk performance, namely, in the event the Company suspects foul play, incentive based purchases and/or registrations, and/or generation of traffic through unauthorised sources such as, but not limited to, social networking sites, escort sites, gambling sites, illegal torrent sites, and online auction sites.
7. Liabilities of the parties
7.1.7.8. The Affiliate is solely responsible for all content published or disseminated via their Platform and shall bear full legal liability for any resulting consequences.
7.2.7.8. To the maximum extent permitted by law, the Company, including its employees, contractors, representatives, successors, and assigns, shall not be liable to the Affiliate or any third party for any direct, indirect, incidental, consequential, special, or punitive damages (including but not limited to loss of profits, business interruption, loss of data or information, reputational harm, or technical failures), arising from or relating to:
a) the use of or inability to use the Program or Program Materials;
b) any links to the Company’s Websites;
c) server downtime, technical malfunctions, or hacker attacks;
d) delays, errors, or interruptions in service delivery; or
e) breach of this Agreement by the Affiliate.
7.3.7.8. Notwithstanding the above, if the Company is found liable for any claim arising out of this Agreement, its total liability shall be limited to the total Commission Fees paid or payable to the Affiliate under this Agreement.
7.4.7.8. The Affiliate agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from the Affiliate’s actions, content, or breach of this Agreement, or from any third-party claim related to the Affiliate’s conduct.
7.5.7.8. The Affiliate agrees not to bring any legal claim, demand, or action against the Company in connection with participation in the Program, except as expressly permitted under this Agreement.
7.6.7.8. The Affiliate shall not assert or claim any rights, directly or indirectly, to any intellectual property owned by the Company or its affiliates, unless otherwise expressly agreed in writing.
7.7.7.8. The Affiliate agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from the Affiliate’s conduct, statements, actions, or breach of this Agreement.
7.8.7.8. Neither Party shall be held liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to natural disasters, war, acts of terrorism, labor disputes, pandemics, governmental actions, or disruptions to communication or utility services. The affected Party must notify the other Party promptly and make reasonable efforts to resume performance.
8. Fees
8.1.8.11. The Affiliate is entitled to the payment of Commission in accordance with this Agreement, Annex 1 and the Program. The Commission will be paid by the Company based on referred Clients who have signed the payment services agreement with the Company.
8.2.8.11. The Company will have the right to deny, withhold payment to the Affiliate, and/or terminate the Affiliate’s participation in the Program and this Agreement in accordance with the clauses stipulated within, if the Company concludes that the Affiliate has directly or indirectly engaged in, or encouraged fraudulent or misleading activity.
8.3.8.11. Affiliate accounts with extremely low traffic quality may find their pending payouts temporarily frozen to clarify the referred Clients’ behavioral factors and productivity trends.
8.4.8.11. The Company shall continuously monitor the quality of leads generated under the Programs. In the event the Company has reasonable grounds to suspect that any registrations are fraudulent, manipulated, or otherwise non-compliant with the terms of this Agreement, it reserves the right to immediately suspend the Affiliate’s account and withhold or cancel any pending payouts, without prior notice. The Company shall have sole discretion in determining the validity and quality of leads.
8.5.8.11. Commissions from sales generated using trademarks of the official websites of the Company, and misspellings thereof in terms of Pay-Per-Click campaigns (including, but not limited to, Google AdWords and Yahoo Search Marketing) will not be credited to the Affiliate. This includes keywords appearing in the ad text and keywords used as a “trigger” to display the Affiliate ads.
8.6.8.11. On the Affiliate Account Page, Affiliates will find a dashboard with statistics about applicable referral fees, purchases, chargebacks, bonuses and other information.
8.7.8.11. The Company is not obligated to pay the Affiliate any third-party fees related to the promotion of Company Services. The Affiliate must pay all third-party fees themselves.
8.8.8.11. The Affiliate will not be entitled to receive any commissions and/or referral fees for any “referrals” delivered or received by the Company after the date and time of termination.
8.9.8.11. Commission Payment Terms:
8.9.1.8.9.2 Commission payments for the preceding calendar month shall be made within fourteen (14) calendar days from the date of receipt of a valid invoice issued by the Affiliate, in accordance with the terms of this Agreement.
8.9.2.8.9.2 The minimum payout amount is 300 EUR. Should the Affiliate’s earnings not meet this threshold, the earnings shall be carried forward until such time as the minimum payout amount is reached.
8.10.8.11. Payout methods:
8.10.1.8.10.1 Wire transfer in EURO to Affiliate bank account
8.11.8.11. The Company reserves the right, in its sole and exclusive discretion, at any time, to alter or modify the Program (including, for example, but not limited to, changes in the scope of available referral fees, fee schedules, payment procedures, and Program rules) in order to improve the Program’s effectiveness.
9. Data protection
9.1.9.6. The Affiliate authorises the Company to process technical and personal data related to redirections through the Affiliate’s Platform, and to store and process any personal data provided by the Affiliate or its personnel during the term of this Agreement and for any period thereafter as required by law.
9.2.9.6. The Affiliate consents to the Company collecting, processing, storing, and transferring to its processors the following categories of data:
a) Voluntarily provided personal details, including name, email address, address, date of birth, and account-related data;
b) Technical data from browser and device information, such as IP address, browser type, and hardware identifiers;
c) Records of communication between the Affiliate and the Company, including phone calls, emails, chats, and written correspondence.
9.3.9.6. The Company will use this data primarily for administrative, accounting, communication, compliance, and marketing purposes, to the extent permitted by law.
9.4.9.6. The Affiliate is responsible for obtaining all necessary consents and lawful grounds for transferring any personal data of third parties (e.g., referred users) to the Company.
9.5.9.6. Both Parties agree to comply with all applicable data protection and privacy laws, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”), and to implement adequate technical and organizational measures to safeguard personal data.
9.6.9.6. The Affiliate acknowledges that European data protection laws shall apply regardless of the Affiliate’s jurisdiction. Further details are available in the Company’s Privacy Policy.
10. Intellectual property
10.1.10.8. All materials provided to the Affiliate by the Company under this Program—including but not limited to advertising banners, hypertext links, photographs, videos, audio, recordings, and other content—remain the sole property of the Company. These materials are protected by intellectual property rights and may not be copied, reproduced, modified, distributed, broadcast, sold, or otherwise exploited in any form or by any means, except as expressly authorized in writing by the Company under this Agreement.
10.2.10.8. The Company makes no warranties, express or implied, regarding the Program or any materials provided, including, but not limited to, warranties of merchantability or fitness for a particular purpose. The Affiliate agrees to hold the Company harmless against any and all liabilities, claims, or damages arising from the use of such materials, including third-party claims of intellectual property infringement or violations of local laws governing such use.
10.3.10.8. This Agreement, and any rights or licenses granted under it, are personal to the Affiliate and may not be transferred, assigned, or sublicensed. Participation in the Program is limited to the Affiliate only. Subject to compliance with this Agreement, the Company grants the Affiliate a non-exclusive, non-transferable, revocable license to use the Program Materials solely for the purpose of participating in the Program. This license will immediately terminate upon termination of this Agreement or the Affiliate’s participation in the Program.
10.4.10.8. Notwithstanding anything to the contrary in this Agreement, when the Affiliate integrates the Affiliate links and promotional content provided by the Company into their own Platform, the Company retains full ownership of the intellectual property rights in the Affiliate links and promotional content it supplies. However, the Company has no direct or indirect control over, or claim to ownership of the separate content, services, performances, or activities created or offered by the Affiliate on their Platform, except as expressly stated in this Agreement.
10.5.10.8. Nothing in this Agreement shall be construed as a transfer or assignment of any intellectual property rights owned by the Company, including but not limited to its trademarks or service marks, except as expressly permitted under this Agreement.
10.6.10.8. The Affiliate acknowledges and agrees not to register any domain names that dilute or misuse the Company’s trademarks, or that are identical or confusingly like any existing brand associated with the Company, including the name 'the Company'. This includes use of such domains to generate traffic (e.g., via iFrames or redirects). Violation of this clause may result in immediate termination of the Agreement, cancellation of the Affiliate’s account, forfeiture of any pending payments, or account suspension until the Affiliate provides full and accurate replacement domain registration details. The Affiliate shall indemnify the Company against all damages, claims, and legal actions resulting from such trademark misuse.
10.7.10.8. The Affiliate agrees to always comply with the Company’s branding guidelines, as well as any other requirements or restrictions set forth in this Agreement.
10.8.10.8. If the Affiliate creates any original content incorporating or referencing the Company’s brand or Program, such content shall not be deemed to grant the Affiliate any rights to the Company’s trademarks or intellectual property. The Company may request removal or modification of such content at any time. The Affiliate may not create derivative works based on Company materials without prior written consent.
11. Confidentiality
11.1.11.4. The Affiliate shall not disclose, share, reproduce, or otherwise make available any Confidential Information to any third party, whether directly or indirectly, without the prior written consent of the Company, except as required by law or competent authority. The Affiliate shall use the Confidential Information solely for the purpose of participating in the Program in accordance with this Agreement.
11.2.11.4. This confidentiality obligation shall survive the termination or expiration of this Agreement and remain in effect for a period of five (5) years thereafter.
11.3.11.4. Any breach of this confidentiality obligation shall be considered a material breach of the Agreement and may result in immediate termination, legal action, and the forfeiture of any unpaid commissions or benefits.
11.4.11.4. The Parties shall keep terms and conditions of the Agreement and the information received in the course of performance of the Agreement regarding the other Party and/or the content of the Agreement confidential. Disclosure of such information shall take place only by written agreement of the Parties or in cases arising from legislation.
12. Term and termination
12.1.12.7. This Agreement enters into force upon signing and remains in effect until terminated in accordance with the provisions herein.
12.2.12.7. Either party may terminate this Agreement at any time by providing a notice 7 days ahead, with or without cause, by providing written or electronic notice to the other party. The Affiliate may terminate participation in the Program by emailing traffic@wallester.com. The Company may terminate participation by notifying the Affiliate via the email address provided in their account information or via Affiliate Dashboard notification. Neither party shall be liable for failure of notice due to inaccessibility of the recipient’s email address if such inaccessibility was not reasonably foreseeable.
12.3.12.7. The Company may immediately suspend or terminate the Agreement, withhold payments, and/or remove the Affiliate from the Program under the following circumstances (incl. but not limited to):
12.3.1.12.3.3. Violation of Affiliate Program
12.3.1.1.12.3.1.6. Failure to comply with the prohibited activities stipulated within this Agreement.
12.3.1.2.12.3.1.6. Spamming (mass unsolicited email, newsgroup posts, cookie stuffing, etc.)
12.3.1.3.12.3.1.6. Use of unauthorized traffic sources (e.g., gambling, torrent, escort, or auction sites)
12.3.1.4.12.3.1.6. Use of questionable marketing techniques (e.g., chat marketing, unsolicited messages)
12.3.1.5.12.3.1.6. Failure to provide accurate promotional reports or registration information
12.3.1.6.12.3.3.6. Registering multiple accounts
12.3.2.12.3.3. Poor or Risky Performance — If the Company determines that the Affiliate’s performance is below standard or poses a risk (e.g., suspected fraud or incentive-based traffic), it may move the Affiliate to a different Program tier or terminate the Agreement.
12.3.3.12.3.3. Breach of Agreement — Including, but not limited to, providing false information, violating confidentiality obligations, or infringing intellectual property rights.
12.4.12.7. Upon termination of this Agreement, regardless of the cause, the Affiliate shall comply with the following obligations:
12.4.1.12.4.4. The Affiliate will immediately and permanently cease all use of the Company’s materials (e.g., trademarks, logos, banners, links) and remove such content from all platforms.
12.4.2.12.4.4. The Affiliate will no longer be entitled to receive any commissions or referral fees.
12.4.3.12.4.4. Any funds earned through spamming or prohibited methods will be forfeited.
12.4.4.12.4.4. The Affiliate shall return or destroy any confidential information of the Company within 10 days.
12.5.12.7. Any provisions of this Agreement that by their nature should survive termination (including warranties, indemnities, confidentiality, and intellectual property provisions) shall remain in effect after termination.
12.6.12.7. The Affiliate additionally acknowledges that violation of the terms set forth in Clauses under Prohibited Activities above the Company may unilaterally terminate the Agreement with the Affiliate, suspend any pending or future payments, revenues and/or benefits, and/or waive any of above, claim the compensation of the damage caused by the infringement of copyrights of the Company.
12.7.12.7. Post-Termination Obligations and Data Handling
12.7.1.12.7.1. Upon termination of this Agreement for any reason:
12.7.1.1.12.7.1.4. Access Termination: The Affiliate’s access to the Affiliate Dashboard and any other Company systems, platforms, or internal tools shall be revoked immediately. The Affiliate shall cease all use of, and remove from its systems, any Program Materials, links, promotional content, or references to Company.
12.7.1.2.12.7.1.4. Data Deletion: Company shall initiate the process of deleting all non-essential personal data and account-related records of the Affiliate from its internal systems in accordance with applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 (GDPR), unless such data is required to be retained for compliance with legal, regulatory, or financial record-keeping obligations.
12.7.1.3.12.7.1.4. Retention of Required Records: Company may retain copies of certain data (e.g., transaction history, commission records, tax-related information) strictly for the purposes of fulfilling its legal obligations or defending its legal rights, in accordance with its internal data retention policies.
12.7.1.4.12.7.1.4. Ongoing Confidentiality: The Affiliate remains bound by the confidentiality and data protection obligations outlined in this Agreement even after termination for 5 (five) years.
13. Governing law
13.1.13.2. The parties will irrevocably submit to the exclusive jurisdiction of the courts of Estonia for the purposes of hearing and determining any dispute arising out of this Agreement.
13.2.13.2. This Agreement, all matters arising from it, and any dispute resolutions referred to the above will be governed by and construed in accordance with the laws of Estonia, notwithstanding conflict of law provisions and other mandatory legal provisions.
14. Notices and contact details
14.1.14.2. In case of any queries, the Affiliate may contact the Company directly at the following e-mail address: traffic@wallester.com.
14.2.14.2. Any notice, recommendation, or advice by each party to the other hereunder will be provided to the following contacts:
F. R. Kreutzwaldi 4
Tallinn, 10120
Estonia
Reg. №: 11812882
15. Final provisions
15.1.15.10. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, understandings, or agreements, whether written or oral.
15.2.15.10. Any specific marketing terms or obligations beyond this Agreement shall be agreed in writing via email and shall become binding only if acknowledged by both Parties.
15.3.15.10. The provisions of this Agreement may be temporarily superseded by specific Commission Upgrades issued by the Company and accepted by the Affiliate, provided such supersession is expressly stated and valid for the duration of the Commission Upgrade.
15.4.15.10. Any future representations by the Company or its agents shall not override this Agreement unless expressly stated in writing, accepted by the Affiliate, and treated as an amendment hereto. Continued participation by the Affiliate after notice of such amendment shall constitute tacit acceptance.
15.5.15.10. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the Parties. The relationship is limited strictly to matters relating to the Affiliate Program.
15.6.15.10. The Company has no control over or ownership interest in the Affiliate’s business or Platform, and the Affiliate holds no financial interest in the Company or influence over its operations.
15.7.15.10. The Company’s failure to enforce any provision shall not constitute a waiver of its right to enforce that or any other provision at any time.
15.8.15.10. The Company may amend this Agreement by providing at least seven (7) days’ prior notice. If the Affiliate does not agree with the amendments, they may terminate the Agreement pursuant to Clause 12. Continued participation will constitute binding acceptance.
15.9.15.10. All obligations, duties, and warranties of the Affiliate under this Agreement are personal and may not be assigned to any other party without the Company’s prior written consent.
15.10.15.10. The Company may assign its rights and obligations under this Agreement in whole or in part at any time. The Affiliate acknowledges and accepts such assignment upon notice by the Company.
Annex 1
This Annex forms an integral part of the Agreement and the Program between the Parties. Any terms, conditions, or obligations set forth herein are binding on both Parties as if fully included in the main body of the Agreement. Any amendments, modifications, or additions to this Annex shall be made in writing, mutually agreed upon by the Parties, and executed with the same formalities as the Agreement. Such written amendments shall be binding on both Parties and considered an integral part of the Agreement and this Annex.
Commission structure
1.4. PPL + Revshare program:
1.1.1.1. The Affiliate shall be entitled to referral fees under the Program as follows:
1.1.1.1.1.2. A lifetime commission of 6% of gross revenue share from the spending made by referred clients via the Company Business cards.
1.1.2.1.1.2. A one-time fixed fee of 100 EUR for each referred client, provided the client spends a minimum of 5000 EUR using the Company Business cards.
2.4. PPL Program:
2.1.2.2. Under the PPL Program, the Affiliate shall be entitled to a one-time fixed fee of 100 EUR for each referred client who opens a free the Company Business account and signs the relevant contract.
2.2.2.2. the Affiliate shall be entitled to a one-time fixed fee of 100 EUR for each referred client who opens a free the Company Business account and signs the relevant contract.
3.4. PPL 2-Steps Program
3.1.3.1. Under the PPL 2-Steps Program, the Affiliate shall be entitled to:
3.1.1.3.1.2. A one-time fixed fee of 100 EUR for each referred client who opens a free the Company Business account and signs the relevant contract; and
3.1.2.3.1.2. An additional one-time fixed fee of 300 EUR once the referred client spends a minimum of 500 EUR using the Company Business cards.
4.4. RevShare MAX –The Affiliate shall be entitled to a tiered revenue share for each referred client for a period of twelve (12) months starting from the date on which the Client successfully opens a Wallester Business account.
4.1.4.4. Up to EUR 500,000 total referrals turnover: 20% of gross revenue;
4.2.4.4. Between EUR 500,000 and EUR 1,500,000 in turnover: 22% of gross revenue;
4.3.4.4. Between EUR 1,500,000 and EUR 5,000,000 in turnover: 25% of gross revenue;
4.4.4.4. Over EUR 5,000,000 in turnover: 30% of gross revenue.
