TERMS AND CONDITIONS FOR WARGAMING AFFILIATE PROGRAM
The following Terms and Conditions (“T&Cs” or “Agreement”) are made and entered into by and between Wargaming Group Limited, a legal entity created and existing under the laws of Cyprus, having its registered address at: 105, Agion Omologiton Avenue, Nicosia, 1080, Cyprus and you, as a service provider, separately referred to as the “Party” and jointly as the “Parties”, according to the terms and conditions as set out below.
The following terms and conditions, and those set forth in any executed Insertion Order(s), attached hereto apply to the subject matter of this Agreement and shall be binding upon the Parties.
1. Definitions
1.1. In these T&Cs:
“Action” means a User’s operation/combination of operations called as Single Opt-In or Double-opt-in registration specified herein, or other operation defined by Wargaming and communicated to the Publisher via electronic means.
“Advertising Services” means distribution of the Advertising Materials over the Internet using various online delivery methods with the purpose of bringing the Product to the attention of potential customers of Wargaming.
“Advertising Materials” or “Advertising Material” means graphical banners, video, hypertext links (or other links) available through the Affiliate Program Platform on IO accepting or provided by Wargaming to Publisher via email and aimed to promote the Product on the market.
“Affiliate Program” means cooperation of the Parties with respect to Advertising Services provided by Publisher through Affiliate Program Platform on the basis of the Agreement.
“Affiliate Program Platform” means software used by the Parties for cooperation between the Parties under Affiliate Program according to the Agreement.
“Artificial Traffic” means such Deliverables that specified herein and are not subject to payment by Wargaming.
“Billing Model” means a mechanism for calculating the Service Fee payable to the Publisher for Advertising Services (cost per click [CPC], cost per installation [CPI], cost per event [CPE], cost per action [CPA], cost per thousand impressions [CPM]), Flat Fee, Revenue Share etc.)
“Country” means a country of distribution of Advertising Materials which is specified in the respective IO.
“CPA” means a Billing model, where Wargaming pays for each specified Action.
“CPC” means a Billing model, where Wargaming pays for each click of Users on a link contained in the Advertising Materials.
“CPE” means a Billing model, where Wargaming pays for each event made by the User in the Game defined by Wargaming and communicated.
“CPM” means a Billing Model, where Wargaming pays for each 1,000 (thousand) impressions of Advertising Materials.
“Deliverable” means a click (CPC), event (CPE), thousand impressions of Advertising Materials (CPM) or User’s Action (CPA), which serves a basis for calculation and payment of the Service Fee.
“Double-opt-in registration” or “DOI registration” means a type of registration, whereby a User fills out a registration form on the Wargaming web page, receives a link to his/her e-mail and follows this link confirming the registration.
“Flat Fee” means a Billing Model, where Wargaming pays a fixed amount of Service Fee for the whole volume of the Advertising Services provided under a particular IO per Reported period or during the whole period the IO is effective.
“Insertion Order” or “IO” means a written authorization of the Publisher to provide the Advertising Services that includes all necessary instructions given by Wargaming including but not limited to the Product, Billing Model, Service Fee, as made available from time to time by Wargaming to Publishers, together with these T&Cs constituting an integral part of the agreement between the Parties regarding Advertising Services.
“Product” means a team-based massively multiplayer online action games which are specified by Wargaming in the IO.
“Publisher” means the provider of the Advertising Services accepted by Wargaming on Publisher’s Enrollment Form reviewing.
“Publisher’s Enrollment Form” means a special form that Publisher fills in for providing Advertising Services under the Affiliate Program.
“Publisher’s website” means websites, webpages, portals, social network profiles, groups, public groups, Youtube- and other video hosting service channels, as well as other media which can be from time to time approved by Wargaming, exclusively and solely controlled and operated by the Publisher, where the Advertising Materials are displayed by the Publisher under the Agreement.
“Reported period” means each calendar month, for instance, period December 1st till December 31th.
“Revenue Share” means a Billing Model, where Wargaming pays the Service Fee equal to a certain percentage of the User Spend (as defined below) for a certain period, defined in the respective IO.
“Service Fee” means fees payable to a Publisher by Wargaming for Advertising Services, calculated under the Billing Model and in accordance with these T&Cs and respective IOs.
“Single Opt-In Registration” or “SOI Registration” means a type of registration, whereby end user fills out a registration form on Advertiser’s web page, presses registration button and is redirected to a “thank you page”.
“User” means a visitor of a Publisher’s website where the Advertising Materials are displayed.
“User Spend“ means aggregate value of all in-game purchases made by the Users, who were not previously registered in the Product and who register in the Product using the link contained in the Advertising Materials (the “New Users”) and minus the refunds, returns, exchanges or chargebacks demanded by these Users in the Game, or charges relating to their fraudulent or illegal activity.
“Wargaming” means Wargaming Group Limited, a legal entity created and existing under the laws of Cyprus, having its registered address at: 105, Agion Omologiton Avenue, Nicosia, 1080, Cyprus.
The Affiliate Program uses standard two-letter country codes (ISO 3166-1 alpha-2), as well as the abbreviations below, to specify countries:
| Abbreviation | Country |
| Scand | Norway| Sweden | Finland | Denmark |
2. Enrollment
2.1. In order to enroll as a Publisher under Affiliate Program to provide Advertising Services, a potential Publisher shall first complete and submit a Publisher’s Enrollment Form available at Wargaming’s website: https://wargaming.com/affiliate/#connect that may be changes from time to time by Wargaming. By submitting the Publisher’s Enrollment Form, a potential Publisher provides Wargaming with acceptance of these T&Cs.
2.2. Upon Wargaming reviewing Publisher’s Enrollment Form, Wargaming notifies a potential Publisher of acceptance or rejection of Publisher’s Enrollment Form, generally within two (2) business days since the Enrollment Form is submitted to Wargaming. The Publisher’s Enrollment Form may be accepted by Wargaming providing that a potential Publisher has granted Wargaming guest access to statistics public service of Publisher’s website.
2.3. Wargaming may accept or reject Publisher’s Enrollment Form at its sole discretion for any reason, including without limitations due to the following circumstances revealed relating to the Publisher’s website, whereby such Publisher’s website:
2.3.1. infringes or might infringe Wargaming or third parties’ rights including but not limited to intellectual property rights;
2.3.2. contains obscene, erotic, pornographic or other explicit content;
2.3.3. encourages, describes or promotes consumption of illegal drugs;
2.3.4. contains hate, violence, discriminatory, racist or offensive content;
2.3.5. promotes illegal activities or otherwise violates any applicable laws;
2.3.6. contains any malware, fraudulent or deceptive code;
2.3.7. uses misleading or fraudulent means to motivate User to click (CPC), make an event (CPE) or take an Action (CPA) or to achieve a thousand impressions of Advertising Materials (CPM);
2.3.8. includes a Wargaming and/or its licensors’ registered trademark in its domain name or title;
2.3.9. includes other inappropriate elements that are determined as inappropriate at Wargaming’s sole discretion;
2.3.10. does not belong to the Publisher or does not exist at all;
2.3.11. operates less than one month by the date of submitting Publisher’s Enrollment Form;
2.3.12. is not directed by a second-level or third-level domain;
2.3.13. has daily traffic less than 300 unique Users (new Users) per day;
2.3.14. has more than 60% of space covered by advertisements simultaneously;
2.3.15. is hosted free of charge;
2.3.16. participates in any traffic exchange platforms, system of automatic website promotion (CAP) and other services of false click and events generation;
2.3.17. requires User’s payment for impression and/or redirection through advertisements on Publisher’s website (banners. links, etc.);
2.3.18. is domain parking.
2.4. On accepting Publisher’s Enrollment Form, Publisher is issued a unique username and password to access its account on Affiliate Program Platform (the “Publisher’s account”), neither of which may be used by any person other than the Publisher. Publisher agrees to treat the username and password confidential and not to disclose them to third parties. Publisher is fully liable for any leaking or disclosure of such password and username that will consist material breach of this Agreement. In this case Publisher shall immediately notify Wargaming about such leaking or disclosure.
2.5. Publisher undertakes not to access and not to try to gain access to the accounts created under Affiliate Program for other publishers. This will consist material breach of this Agreement.
2.6. Wargaming is not liable for any disclosure of Publisher’s information caused by failures in operation of third parties’ services, programs (including, but not limited to the Affiliate Program Platform), etc. and/or any losses and damages caused thereby, unless otherwise expressly required by applicable laws.
2.7. Publisher agrees to verify and update from time to time all its details entered by the Publisher in the Publisher’s Enrollment Form or in Publisher’s account to keep them up-to-date. Publisher is fully liable for accuracy and correctness of such details and shall bear any charges that may be caused by Publisher’s failure to comply with this provision.
2.8. Publisher undertakes not to generate Artificial traffic that includes Deliverables including but not limited to the following:
– Deliverables which are not generated by a browser,
– Deliverables which are not preceded by an intended active action of a User at the Publisher’s website upon seeing the Advertising Material,
– Deliverables which were collected through use of the following methods or sources (the “Restricted Methods and Sources”):
• search engines (Google Adwords, Yahoo! Search Marketing, Microsoft adCenter etc.);
• paid social traffic unless otherwise is expressly agreed by Wargaming;
• redirects without User’s confirmation;
• doorways without intermediate page;
• substituted SERP;
• spam (e-mail, web, IM etc.);
• misleading ads or creatives;
• pop-ups or pop-unders (unless otherwise is expressly agreed by Wargaming);
• automatic openings function, spiders, robots, requests in email or chat rooms, script generators, links placed on websites other than Publisher’s website stipulated in Publisher’s Enrollment Form as well as equivalent techniques and technical means solely used by the Publisher to unlawfully maximize its Service Fee;
• sources blacklisted by Wargaming as notified to the Publisher from time to time.
Wargaming may state in the IO that one of the above restrictions does not apply to such IO. In the latter case, the IO shall prevail and such restriction shall not apply.
2.9. Publisher undertakes not to use Restricted Methods and Sources (as defined above) in provision of Advertising Services under the Flat Fee or Revenue Share Billing Models.
3. Advertising Services
3.1. In Publisher’s account Publisher is offered to accept any Insertion Order that contains all material terms of Advertising Services by clicking the button “Submit”. Publisher is not limited in quantity of Insertion Orders that he may accept. Wargaming may, in relation to one IO, allow the Publisher to choose some of the terms and condition of Service provision. The Publisher will then find, in the list of IO approved by Wargaming, several identical options with different Billing Models and Service Fees. PUBLISHER’S ACCEPTANCE OF ANY INSERTION ORDER IS SUBJECT TO WARGAMING APPROVAL. If Wargaming approves Publisher’s acceptance of IO, Advertising Materials become available to the Publisher to provide Advertising Services in accordance with these T&Cs and the respective IO.
3.2. Wargaming reserves the right to cease approving Publisher’s acceptance of a certain IO to provide Advertising Services at any time at its own discretion.
3.3. When providing the Advertising Services, Publishers agree to act in good faith.
3.4. The report for the Reported period is generated each month on the Affiliate Program Platform and contains the total number of Deliverables that took place during the Reported period (for CPC, CPM, CPE or CPA Billing models) or the Service Fee payable for the Reporting Period (for Flat Fee Billing Model) or the number of the New Users registered and the Service See payable for the Reporting Period (for the Revenue Share Billing Model). Within 10 days since the end of the Reported period Wargaming reviews this report to exclude those Deliverables that are deemed to be Artificial Traffic and make other adjustments solely as provided for herein. Wargaming will make report available electronically in the section “Reports” in Publisher’s account.
3.5. For the purposes of the present T&Cs and each applicable IO, a Deliverable shall mean each User’s click (CPC), a thousand impressions of Advertising Materials (CPM), event (CPE) or Action (CPA) as defined herein.
Clicks (CPC), impressions of Advertising Materials (CPM), events (CPE) or actions (CPA) taking place at a source or achieved using a method included into Artificial Traffic shall not be considered a Deliverable, may not form a combination considered a Deliverable and, therefore, shall be not be paid for.
3.6. If in the course of the Advertising Services provided under a particular IO the total number of the DOI/SOI Registrations constitutes less than 0,2% of the total number of Users’ clicks on the link contained in the Advertising Materials, such Advertising Services are considered to generate fraudulent traffic and the Service Fee for the whole IO shall not be payable by Wargaming. This provision applies irrespective of the Billing Model used.
3.7. If in the course of the Advertising Services under a particular IO (the “Original IO” for the purposes of this clause 3.7) Publisher provides Deliverables in a Country different from any of the Countries listed in this IO, Wargaming shall be entitled to instead apply to such Deliverables the provisions of such other IO available at the Affiliate Program Platform, which contains the corresponding Country and the most closely resembles the conditions of the Original IO.
3.8. If in the course of the Advertising Services under a particular IO under Revenue Share or Flat Fee Billing Model (the “Original IO” for the purposes of this clause 3.8) Publisher attracts a significant share of Users from a Country different from any of the Countries listed in this IO, Wargaming shall be entitled calculate a corresponding share of the Service Dee under the provisions of such other IO available at the Affiliate Program Platform, which contains the corresponding Country and the most closely resembles the conditions of the Original IO.
3.9. If the Publisher employs any Restricted Methods and Sources in provision of Advertising Services under the Flat Fee or Revenue Share Billing Models Wargaming shall be entitled to reduce the Service Fee in proportion to the extent the use of the Restricted Methods and Sources – as estimated by Wargaming – contributed to the volume of the Advertising Services provided.
4. Advertising Materials
4.1. Wargaming shall make Advertising Materials relating to a particular IO available to the Publisher for usage as specified herein via the Affiliate Program Platform in Publisher’s account. Advertising Materials can either be available for download or in the form of Html code which can be added to Publisher’s web pages to automatically upload such Advertising Materials to these web pages from Wargaming servers.
4.2. Publisher is not entitled to modify, adapt, re-design, de-assemble, adjust, localize, in any way change the Advertising Materials as well as create new advertising materials using any materials, text, links, wording, etc. provided by Wargaming under the Agreement without prior expressed written approval of Wargaming. Any use of such materials including Advertising Materials shall take place exclusively according to the Agreement.
4.3. The Parties acknowledge and agree that Wargaming retains all rights, title and interest in and to its Advertising Materials, objects, patents, copyrights, trade secrets, trademarks, service marks, arts and trade names worldwide, and all modifications and enhancements thereto, in whichever combination those are contained in the Advertising Materials. The Advertising Materials may not be used by Publisher or third party for any purpose other than the IO or this T&Cs indicate.
4.4. Publisher shall place the Advertising Materials on its Publisher’s website and arrange for presentation of Advertising Materials in a respectful manner. Neither the location of the Advertising Materials, nor timing, or method of its presentation or any specific circumstances whereby Advertising Materials appear to viewers should damage reputation of Wargaming generally or Product in particular.
4.5. The exclusive right to Advertising Materials, including those materials created by the Publisher under this Agreement (the “Publisher’s materials”), to the Product and to any other materials provided to the Publisher by Wargaming under the present IO for the performance of Advertising Services belong to Wargaming and/or its licensors. Nothing in this Agreement shall be construed as transferring to the Publisher the exclusive right to such materials.
4.6. Publisher’s materials can be used in the performance of the Advertising Services only after approval of each such material by Wargaming via e-mail.
4.7. If notwithstanding the above, the Publisher still has any rights to the Publisher’s materials, Advertising Materials and any elements thereof specified herein, the Publisher does hereby assign and transfer to Wargaming all such rights solely and exclusively worldwide, in perpetuity, to the Publisher’s materials, Advertising Materials and any elements thereof, at the time of creation and at whatever stage of completion as exists from time to time. In the event the Publisher has any right in the Publisher’s materials, Advertising Materials and any elements thereof that cannot be assigned to Wargaming, the Publisher hereby agrees
– to waive enforcement worldwide of any such right against Wargaming, its distributors, and its customers or,
– if necessary, to license exclusively royalty-free and irrevocably such right to Wargaming with the right to sublicense.
5. Service Fee and Payment Terms
5.1. Wargaming shall pay Service Fee for the provided Advertising Services based on the reports stipulated in para 3.4 hereof. If CPC, CPA, CPE, or CPM, Billing Models are used the Service Fee shall be calculated based on the rate for each Deliverable specified in the IO and the total number of Deliverables provided within each Reported period. If the Flat Fee Billing Model is used the Service Fee shall be equal to the amount of the Flat Fee specified in the IO per Reported period or for the whole IO. If the Revenue Share Billing Model is used the Service Fee shall be equal to a particular percentage – as specified in the IO – of the User Spend within a certain period (the “Revenue Period”), specified in the IO. Multiple Billing Models can be used under a single IO, as set out in such IO.
5.2 Publisher shall provide that by the 1st date of a month following the Reported period Wargaming is provided with correct and full payment details that should be used by Wargaming for making payment for Advertising Services under the Agreement in the form stipulated and informed by Wargaming. In case Publisher fails to comply with this provision Wargaming is entitled not to make payments to such Publisher for the Reported period. In this case Wargaming is not liable for not performing its payment obligations or making payments using improper payment details provided by Publisher.
5.3. Service Fee rates are determined by Wargaming in US Dollars and specified in Insertion Order. Service Fee shall be paid in the US dollars:
Wargaming is entitled to determine payment form for transferring Service Fee to Publisher at its own discretion. Notwithstanding para. 5.2. hereof, in this case Publisher shall provide Wargaming with respective payment details within five (5) days since date of receipt of this information from Wargaming. If Publisher fails in complying with this provision, Wargaming is not liable for any delay in payment and non-compliance with Agreement.
5.4. The Payment is deemed to be duly performed at the time when the funds are debited from Wargaming bank account. The Publisher shall issue the invoice for Service Fee payment within three (3) business days since the end of the Reported period in case Wargaming requires.
5.5. Wargaming will pay out Publisher any Service Fee earned in a certain Reported period within 30 days (or within another period set forth in the applicable IO) after the end of the Reported period, provided that Publisher’s account balance amount (the Service Fee due to Publisher for the Reported period) exceeds five hundred (500) US Dollars if the Service Fee is transferred to Publisher’s bank account by wire transfer and fifty (50) US Dollars if the Service Fee is transferred in any other payment form (the “Minimum payout volume”). If Service Fee due for the Reported period is less than indicated herein, such Service Fee is not paid out and will roll over to the next Reported period, and will continue to roll over from one Reported period to another until the Minimum payout volume is reached.
5.6. If Wargaming may not transfer the total amount of Service Fee due to the Publisher by lump sum because of limits applied to Publisher’s bank account/wallet, etc. Wargaming shall pay the Service Fee due in several instalments as it is technically permitted and the term stipulated herein for Wargaming payment obligation is applied only to payment of the first instalment.
5.7. Service Fee includes all direct, indirect taxes (VAT, sales tax, etc.), commissions, duties, charges and other similar levies and expenses that may arise. All such deductions and withholdings payable on the Service Fee to be remitted to the Publisher, if applicable, shall reduce the Service Fee respectively. Wargaming shall not be charged any other additional fees, or sought to reimburse any Publisher’s expenses with respect to the Advertising Services other than the Service Fee. All bank charges (other than bank charges levied by Wargaming’s bank) shall be payable from the Service Fee.
5.8. To avoid misunderstanding the Parties understand and accept that Wargaming will not be liable for any failure in payment obligations if Publisher does not receive Service Fee due to the fault of Publisher’s bank, correspondent bank, Publisher’s failure in indicating true payment details and any other reasons providing that the Service Fee is timely debited from Wargaming bank account.
5.9. In case payment of Service Fee was rejected without Wargaming fault, all additional charges that arise in this regard as well as due to repeated attempt to transfer Service Fee to the Publisher are borne by Publisher independently.
6. Representations and Warranties
6.1. Publisher represents and warrants to Wargaming that:
6.1.1. it has the power and authority to enter into these T&Cs and respective IOs;
6.1.2. it has no agreement or understanding with any third party that interferes with or will interfere with its performance of its obligations under these T&Cs and respective IOs;
6.1.3. it has the ability to grant the rights set out in this these T&Cs and respective IOs;
6.1.4. Publisher’s website where Advertising Materials are posted do not contain indecent or explicit materials (erotic or pornographic materials) or incite violence, aggression or illegal acts or otherwise harm Wargaming’s reputation. Publisher’s website has previously been checked and shall be re-checked from time to time for decency and legality of their contents by Publisher;
6.1.5. the information furnished to Wargaming regarding Publisher and Publisher’s website is correct, complete, actual and provided in due manner.
7. Indemnification. Limitation of Liability
7.1. Publisher shall indemnify, defend and hold Wargaming, licensor’s, affiliate companies and/or Wargaming’s officers, directors and employees harmless, at its own expense, against any claims, actions, damages and costs (including but not being limited to attorneys’ fees and costs), arising out of or based upon: (i) a claim that Publisher’s property inter alia, Publisher’s Advertising Services and/or technology, Publisher’s website that infringes Intellectual Property or other rights of third parties; or (ii) the breach of any representation or warranty of a Publisher set forth herein; or (iii) the breach of any other obligations under the IO or this Agreement.
7.2. In the event that the Publisher holds Wargaming liable its total liability under the Agreement shall be in any event limited to direct damages up to the amount of two thousand five hundred (2 500) US Dollars.
8. Data Protection
8.1. Publisher can transmit personal data of the User (the “User data”) to Wargaming, as well as to Wargaming’s affiliated parties, payment partners, being the processors (“Processors”) of the User data, controlled by the Publisher, exclusively if:
– it is necessary for compliance with the T&Cs; and
– has provided to the Publisher his/her written consent to transfer of the User data to Wargaming and its processing, including, but not limited to, storage; and
– such transmission and further processing of the User data by Wargaming will not violate any applicable laws.
In the event transmission of the User data and its secure processing by the Processors require execution of any documents, collection of any consents or performance of any other actions, the Publisher undertakes to fully comply with all such requirements, inter alia, based on Wargaming’s written request.
Publisher’s failure to comply with the provisions of this paragraph shall constitute a material breach of the T&Cs and be a ground for its termination by Wargaming without right to receive any charges for Advertising Services provided, and result in the Publisher’s obligation to fully indemnify any expenses or losses, that can be incurred by Wargaming or other Processors by such incompliance, as well as by incompliance with any applicable laws.
8.2. For the purposes of compliance with its obligations hereunder, i.e. for settlement of payments as may be due from Wargaming to a Publisher, Publisher will provide Wargaming through the Affiliated Program Platform, or through Wargaming’s affiliated party, or directly with the following data: name and surname or company name, telephone number, registered address, passport number (if applicable), as well as Webmoney Purse number, bank account number, BIC number and such bank details that may be required for effective settlements of payment (jointly referred to as “Publisher’s Data”).
Hereby the Publisher agrees to Wargaming’s storage and other use of the Publisher’s Data as may be used for the above purposes. Publisher also agrees that in some cases Wargaming will transmit the Publisher’s Data to third parties exclusively for the purposes of compliance with its obligations under the T&C, and the Publisher agrees for such transmission, i.e. to the non-EU countries, including Belarus, the United States, and Israel.
9. Confidentiality
9.1. Each Party shall treat as confidential and shall maintain in strict confidentiality all information received from the other Party whether or not specifically marked as confidential by the disclosing Party (the “Confidential Information”), and shall not, without the express prior written consent of the disclosing Party, make public or disclose to a third party such Confidential Information or use any such Confidential Information. Each Party is obliged to prevent any unauthorized copying, use, and/or disclosure of any Confidential Information of or concerning the other Party.
9.2. Notwithstanding the above, Wargaming can disclose the Confidential Information under these T&Cs and IOs to its affiliate companies and subsidiaries without written consent of the other Party as well as to other third parties in case it is needed to perform Wargaming obligations under the T&Cs.
10. Term, Cancellation of Advertising Services, Suspension and Termination
10.1. These T&Cs shall commence on the date of Wargaming’s acceptance of Publisher’s Enrollment Form and shall continue thereafter until terminated as provided herein.
10.2. Wargaming may at any time cancel Publisher’s Advertising Services without giving any reason by providing a cancellation notice via email not later than forty eight (48) hours prior to the moment of such desired cancellation (the “Cancellation date”). In case of cancellation of Advertising Services Wargaming shall only pay to the Publisher the Service Fee for the Advertising Services actually performed up to Cancellation date. Payment of such Service Fees should take place not later than 30 days since the end of the Reported period when such cancellation occurs. With respect to payments all provisions of paragraph 5 hereof are applied.
Immediately upon cancellation of Advertising Services by Wargaming the Publisher shall cease such Advertising Services and use of any Advertising Materials, Publisher’s materials and any elements hereof as well as use of Publisher’s account. Advertising Services performed by the Publisher after the Cancellation date shall not be payable by Wargaming.
10.3. Notwithstanding any other provision hereof, these T&Cs and/or any IO may be terminated by the Parties for any reason by providing termination notice via email to the contact e-mails of the Parties not later than forty eight (48) hours prior to the date of such desired termination (the “Termination date”). Publisher shall be entitled to receive its prorated Service Fees for the duly provided Advertising Services performed up to Termination date. Payment of such Service Fees should take place not later than 30 days since the end of the Reported period when such termination occurs. With respect to payments all provisions of paragraph 5 hereof are applied.
Immediately upon such termination the Publisher shall cease such Advertising Services and use of any Advertising Materials, Publisher’s materials and any elements hereof as well as use of Publisher’s account. Advertising Services performed by the Publisher after the Termination date shall not be payable by Wargaming.
10.4. Wargaming may in its sole discretion with immediate effect by notifying the Publisher by e-mail suspend or terminate these T&Cs and/or IO if:
10.4.1. the Publisher’s website no longer meets the enrollment requirements listed in para. 2.3;
10.4.2. Wargaming guest access to statistics public services at the Publisher’s website was not granted to Wargaming or was suspended;
10.4.3. the Publisher does not perform its data protection, security and privacy obligations under Clause 8 hereof as well as confidentiality obligations under these T&Cs;
10.4.4. the Publisher commits other material breach of its other obligations under these T&Cs and/or IO;
10.4.5. the Publisher acts fraudulently or illegally in any way, or does not comply with applicable laws or regulations;
10.4.6. account of the Publisher remains inactive within 6 (six) months (e.g. the Publisher does not accept any IO and/or provide Advertising Services during the said period);
10.4.7. the Publisher generates fraudulent traffic as per para 3.6;
10.4.8. the Publisher provides incorrect information in the Publisher’s Enrollment Form;
10.4.9. the Publisher violates any other T&Cs or IO obligations.
10.5. Upon termination of these T&Cs according to para.10.4. hereof Wargaming is not liable for any payments to the Publisher and Publisher should immediately terminate use of any of Wargaming Advertising Material, Publisher’s materials and any elements hereof as well as use of Publisher’s account under this T&Cs and all IO.
10.6. Regardless of the reason for termination, the rights and obligations under the sections entitled “Data Protection”, “Confidentiality”, “Indemnification. Limitation of Liability”, and “Miscellaneous” together with all other sections of this T&C that may be reasonably interpreted as surviving termination, shall continue to bind the Parties after termination of the T&C as provided herein.
11. Miscellaneous.
11.1. These T&Cs constitute the entire agreement between the Parties with respect to the specific subject matter hereof and supersedes all prior and contemporaneous agreements with respect to the specific subject matter hereof, unless otherwise is stated by the Parties. These T&Cs shall apply to any and all Insertion Orders and other arrangements of the Parties regarding Advertising Services made in any form prescribed by Wargaming under the Affiliate Program.
11.2. These T&Cs and any IOs may be amended by Wargaming at any time. Such amended T&Cs and/or IOs shall be effective on the date of announcement thereof to the Publisher in Publisher’s account or on the date of forwarding e-mail notification to Publisher’s e-mail address inserted in Publisher’s account. By continuing to use Publisher’s account and provide Advertising Services after such date of announcement or notification, Publisher will be deemed to have accepted such amendments. If Publisher does not agree with amendments, he should immediately cease to use Publisher’s account and provide Advertising Services under Affiliate Program.
11.3. Wargaming’s failure to act with respect to a breach by the Publisher does not waive Wargaming’ right to act with respect to that breach or subsequent or similar breaches. No consent or waiver under the T&Cs and/or IO shall be deemed effective unless delivered in writing and signed by a duly appointed representative of Wargaming.
11.4. All or any of rights and obligations of Wargaming under the T&Cs and IOs may be assigned by a notice to the Publisher. The Publisher must not assign or transfer the Agreement or any or all of its rights thereunder without the prior written consent of Wargaming. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the Parties hereto.
11.5. If any provision contained in these T&Cs or IO is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the Parties, and the remaining provisions will remain in full force and effect.
11.6. Each Party to the T&Cs is an independent contractor in relation to the other party with respect to all matters arising under these T&Cs and respective IOs. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the Parties.
11.7. Any notices to and from the Publisher under the T&Cs shall be sent to and from the addresses set forth in the Publisher’s account.
11.8. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation will be governed by and construed in accordance with the Law of England.
11.9. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.
The arbitral tribunal shall be composed of a sole arbitrator.
The seat of arbitration shall be Nicosia, Cyprus
The language to be used in the arbitral proceedings shall be English.
This contract shall be governed by the substantive law of the Republic of Cyprus.
11.10. These T&Cs were last revised on July 14, 2019.