Terms and Conditions for Affiliates

Busuu Affiliate Terms And Conditions

This Affiliate Agreement (“Agreement” or “Affiliate Agreement”) sets out the terms and conditions governing your application for, and (if accepted in writing by us) participation in, the Busuu Affiliate Program (“Affiliate Program”). We reserve the right to reevaluate your participation in our Affiliate Program at any time, in our sole discretion.

The following terms and conditions is a legal agreement between us, Busuu Ltd, ('Company' and ‘Busuu) and you ("Affiliate", “you” and “your”), the user of the affiliate platform website (the 'Site'). You and Company may also be individually referred to herein as a 'Party' and collectively as 'Parties'. This Agreement constitutes the entire and only agreement between us and you, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the Site and the content provided by or through the Site, and the subject matter of this Agreement. You agree to use the Site and any additional services offered by Company in the future only in accordance with this Agreement. Company reserves the right to make changes to the Site and the terms and conditions of this Agreement at any time without specific notice to you. Your continued use of the Site after any such modification and notification thereof shall constitute Your consent to such modification. This Agreement is non-exclusive and does not prevent or restrict us from entering into the same or different agreement with any third parties.

1. Background and Use of the Site.

If you are accepted into the Affiliate Program, you will be granted access to the Site, including the Site dashboard. The Site allows Company to post offers of advertising programs sponsored by Company or its affiliates on the system ('Program(s)'). The Programs will specify the amount and terms under which You will receive payment ('Bounty') when the Program's requirements are fulfilled. Bounties are generated from a specified event ('Event') identified in a Program, such as clicks, click-throughs, sales, registrations, impressions and leads. The definition of the Event associated with a Program is set forth in the Program's specifications, and such definition shall govern this Agreement. The Site dashboard will allow you to review the details of the Program including Company’s promotional materials, such as the Affiliate links to web pages within the Company website and banner creatives. If You accept a Program, You agree to place that Program's advertising creative on Your media properties, such as Your website, affiliated websites or email distribution lists ('Media'), in accordance with the terms of the accepted Program. In order for Company to accurately keep track of all end user customers from your Media to the Company website and to calculate any Bounty payable to you, you must use the Affiliate link for each banner, text link, HTML code or any other promotional material listed in connection with the applicable Program. Company reserves the right, at any time, to review your Affiliate link placements. Company may approve or disapprove the use of your Affiliate links and require you to change their placement. Failure to make the requested changes to your Media within a reasonable time period will constitute a material breach of this Affiliate Agreement.

Company may change a Program at any time unless otherwise specified upon reasonable notice to You. Similarly, You may drop previously accepted Programs at any time unless otherwise specified. Company is responsible for displaying and administrating all active Programs and tracking the payments owed. Company shall compile, calculate and electronically deliver data required to determine Your billing and compensation. Company's figures and calculations shall be final and binding. Any questions regarding the data provided by Company need to be submitted in writing within 30 days of receipt, otherwise the information will be deemed accurate and accepted as such by You.

2. License.

All websites, newsletters, companies, or individuals need official approval from Company before they can become an Affiliate Partner ('Affiliate'). Only websites, affiliated websites and email distribution lists that have been reviewed and approved are permitted to use the Site. Company reserves the right to withhold or refuse approval for any reason, whatsoever.

A. In order to be eligible to become a Company Affiliate, all websites, affiliated websites and email distribution lists must meet the following criteria:

• Be content or service-based, not simply a list of links or advertisements, nor can the site be centered around making money off of our Advertisers.

• Be written in English and contain only English language content.

• Have a top-level domain name.

• Cannot offer incentives to end-users to click on ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.

• Be fully functional at all levels; no 'under construction' sites or sections.

• Spawning process pop-ups and exit pop-ups are prohibited.

B. The content of the websites, affiliated websites and email distribution lists cannot infringe on any personal, intellectual property or copyrights nor include the following without limitation:

• Racial, ethnic, political, hate-mongering or otherwise objectionable content

• Investment, money-making opportunities or advice not permitted under law

• Gratuitous violence or profanity

• Material that defames, abuses, or threatens physical harm to others

• Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.

• Software Pirating (e.g., Warez, Hotline)

• Hacking or Phreaking.

• Any illegal activity whatsoever

• Any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic

Company grants You a non-transferable, non-exclusive limited license, if approved, to use the Site and any data, reports, information or analyses arising out of such use, subject to the terms and conditions set forth herein. You acknowledge and agree that You do not have, nor will claim any right, title or interest in the Site software, applications, data, methods of doing business or any elements thereof. You may only access the Site via web browser, email or in a manner approved by Company. Site integration tags must NOT be altered. Altering tags without Companies prior approval will jeopardize Your ability to be paid for Events.

3. Affiliate Responsibility.

You represent and warrant that you have not and will not, mislead Company in any aspect of your Affiliate Program application.

You are solely responsible for your Media, including its development, operation, and maintenance and all materials that appear on or within it, including displaying the Program and its promotional material in compliance with this Agreement, all applicable laws, rules and regulations including but not limited to those related to advertising, data protection and privacy.

You can only create, and use, one account. Although you can list multiple domains within that one account, only one account is allowed (unless approved specifically by Company).

The commercial purpose of your marketing efforts must be clearly identifiable. You shall not disguise your affiliate marketing efforts as consumer recommendations or as similar non- commercial message

Self-referrals for Affiliate purchases are strictly prohibited. This means that you: will not be considered a new customer; cannot refer yourself using your Affiliate link; will not receive any Bounty for any purchases by you for your own use and such purchases will not be deemed a conversion.

You agree that converted end users will see coupon/deal/savings information and details before an ‘affiliate cookie’ is set (i.e. “click here to see coupons and open a window to the Busuu website” is NOT allowed).

3. Fraud.

Company actively monitors traffic for fraud. If we detect fraud, your account will be made inactive pending further investigation.

If you fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by Company, such as pre- population of forms or mechanisms not approved by Company), you will forfeit your entire Bounty for all programs and your account will be terminated. Company reserves sole judgment in determining fraud, and you agree to this clause.

It is the OBLIGATION of the Affiliate to prove to Company that they are NOT committing fraud. Company will hold your payment in 'Pending Status' until you have satisfactorily provided evidence that you are not defrauding the system. We flag accounts that:

Have click-through rates that are much higher than industry averages and where solid justification is not evident.

Have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported.

Have shown fraudulent leads as determined by our clients.

Use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs.

4. Payment.

You will be paid per the occurrence of an Event. Parties understand and agree that payment will be owed to You on terms of NET 30 EOM. All accounts will be paid in EUROS (€ EU). All payments are based on actual figures as defined, accounted and audited by the Company.

Company will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to Company and payments made to You shall be based on the Events and corresponding Bounties as reported by Company. Company will not be responsible to compensate You for Events that are not recorded due to Your error.

Bounty amounts may change by Company at any time in its sole discretion. This information is available to you on the Site dashboard. Bounty amounts are calculated based on the statistics and balance collected, calculated and displayed on the Site dashboard. The only valid statistics used for determining Bounty amounts will be those displayed in the Site dashboard. You are responsible for any and all charges, fees, taxes, exchange rates, surcharges and other expenses arising out of the Affiliate relationship with us including those incurred in order to receive any Bounties. You acknowledge that the Bounty is payable on a receipt, not accrual basis, so if Company does not receive any revenue from an Event, no Bounty amount will be payable to you.

We reserve the right to suspend bonus Bounty amounts which may become available for reactivation promotions if the required number of subscriptions are not generated, in Company’s sole discretion. In such a case, you will only be entitled to the original Bounty amount.

5. Termination.

This Agreement shall commence upon Your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon three (3) days' notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. Company reserves the right, in its sole and absolute discretion, to terminate a Program and remove any advertisements at any time for any reason. Company also reserves the right to terminate Your access to the Site at any time without notice. Reasons for termination or suspension can include but are not limited to fraudulent, inaccurate or expired contact information and fraudulent lead data or transactions.

Termination notice may be provided via e-mail and will be effective immediately. All legitimate moneys due to Affiliate will be paid during the next billing cycle. If Affiliate defrauds the system, then payment is revoked as determined solely by Company.

We reserve the right to remove Affiliate accounts from our system if the balance in the Affiliate account is equal to €0 after a 6-month period of inactivity.

The representations, warranties and obligations contained in paragraphs 5, 6, 7, 8, 9 and 10 shall remain in full force and effect after termination of this Agreement. All payment obligations accruing prior to the termination date shall survive until fully performed.

6. Representations and Warranties.

You represent and warrant that:

• Your Media is in compliance with all applicable laws and does not (and will not) contain, incorporate or promote, nor link to another website that contains any content or materials that are (and/or in Company’s sole discretion are considered to be) violent, obscene, defamatory, libelous, slanderous abusive, volent, prejudicial, harassing, obscene, threatening, harmful and/or otherwise illegal content;

• Your Media will not promote gambling, including without limitation, any online casino, sports books, bingo, or poker;

• You agree not to send Unsolicited Commercial Email (i.e., SPAM). You cannot post any specific messages to newsgroups, chat rooms, bulletin boards or any other places unless expressly approved in writing from Company. You can post messages which are generic in nature and do not mention any specific client or offer, which are expressly approved in writing from Company;

• You agree not to promote via website or link to websites containing any pornographic (including without limitation any nudity, sexual terms and/or images of people in positions or activities that are excessively suggestive or sexual, or provocative images in violation of legislation in your local jurisdiction), racial (including without limitation to promoting hate speech, whether directed at an individual or a group, and whether based upon (including without limitation) the race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of such individual or group, ethnic, political (including without limitation to promoting politically religious agendas and/or any known associations with hate, criminal and/or terrorist activities), software pirating (e.g. Warez) or hacking, hate-mongering, or otherwise objectionable content;

• You agree not to engage in any illegal activity, and/or violate any applicable laws, regulations or codes of practice;

• You own or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on Your Media; Your Media does not infringe (or assist others to infringe) any copyright, trademark or other intellectual property rights or other rights of third parties (including without limitation of any intellectual property rights, rights of privacy or rights of confidentiality);

• You agree to not use deceit when marketing Program(s) or presenting these Program(s) to consumers including but not limited to:

i. including the name “Busuu” or variations or misspellings thereof in your domain name and as keywords in pay per click Programs;
ii. making representations through code, designs, imagery, video, text or otherwise that makes your website resemble the Company website in a manner which leads anyone to believe that you are the Company website, business or a legal representative of Company in any way;
iii. representing yourself, Company or your relationship with Company in a false or misleading way;
iv. offering rebates, coupons, or other forms of promised kickbacks to any third party from your Bounty as an incentive;
v. generating pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set ‘affiliate cookies.’ Affiliate links must direct end users of your Media to the Company website;
vi. having “Click for (or to see) Deal/Coupon” or any variation on your Media, when there are no coupons or deals available, and the click opens the Company website or sets a cookie;
vii. Bidding on, purchasing or using phrases, such as Busuu Coupon(s), Busuu Discount(s) or other phrases implying coupons are available;
viii. Using misleading text on Affiliate links, buttons or images to advertise anything besides currently authorized deals to you in a Program;
ix. Bidding on in the pay-per-click Programs on keywords such as Busuu.com, Busuu, Busuu coupons, Busuu Discounts, www.Busuu, www.Busuu.com, and/or any misspellings or similar alterations of these – be it separately or in a combination with any other keywords. Using “doorway pages” in such instances or overall as part of Busuu promotional activities is also strictly prohibited;
x. Developing or hosting the Program on a browser extension that displays alerts via toolbar or popups, and may (depending on the distribution model) provide a link for the consumer to click, or redirects the browser through Affiliate links when visiting a site where Affiliate offers are available;

• You have the right, power, and authority to enter into this Agreement and grant the rights specified herein;

• You will not attempt in any way to alter, modify, eliminate, conceal, or otherwise render inoperable or ineffective the Site tags, source codes, links, pixels, modules or other data provided by or obtained from Company that allows Company to measure ad performance and provide its service ('Site Data') including contain software downloads that potentially enable diversions of Bounty from other Affiliates in our Affiliate Program; You will not transmit any so-called “interstitials,” “Parasiteware,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop- unders” to consumers from the time the consumer clicks on a qualifying Affiliate link until such time as the consumer has fully exited the Company website (i.e., no page from the Company website or any Company content or branding is visible on the end-user’s screen). As used herein a “Parasiteware” and “Parasitic Marketing” shall mean an application that:

i. through accidental or direct intent causes the overwriting of Affiliate and non-affiliate commission tracking cookies through any other means than an end user initiated click on a qualifying Affiliate link on a web page or email;
ii. intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given Internet search and directory engines (services referred here as examples include, but are not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot);
iii. targets text on websites, other than those sites 100% owned by the application owner, for the purpose of contextual marketing; and/or
iv. removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.

• If instructed to do so by Company and/or if this Agreement terminates, You will immediately remove and discontinue the use of any Site Data;

• You acknowledge that Company does not represent, warrant, or make any specific or implied promises as to the successful outcome of any Programs;

• You agree to display the creative exactly as it appears on the Program and will not alter any creative that has been submitted to the Site including coupon or promotional terms;

• If You are notified that fraudulent activities may be occurring on your Media, and You do not take any actions to stop the fraudulent activities, then You are responsible for all associated costs and legal fees resulting in these fraudulent activities;

• If any errors or undesirable results occur due to no fault of Company, Company shall not be responsible for losses and You may not be compensated;

• You will not promote coupon or promotional codes from Company’s non-affiliate program marketing efforts, such as email promotions;

• You will not promote coupon or promotional codes that are exclusively offered to other Affiliates (exclusive/vanity codes). The Company will not pay commission to those Affiliate Publishers with transactions that contain other Affiliate Publisher exclusive/vanity codes.

7. Customer Information; Non-Disclosure.

All information submitted by end-user customers pursuant to a Program is proprietary to and owned by Company or its affiliates. Such customer information is confidential and may not be disclosed by Company. In addition, You acknowledge that all non-public information, data and reports received from Company hereunder or as part of the services hereunder is proprietary to and owned by Company. All proprietary information is protected by copyright, trademark and other intellectual property law. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary information in any manner. These non-disclosure obligations shall survive the termination of this Agreement.

8. Limitation of Liability; Disclaimer of Warranty.

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN 'AS IS' BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION,

SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY COMPANY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY COMPANY IS ACCURATE, COMPLETE OR CURRENT.

9. Indemnity.

You shall indemnify, defend and hold Company harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of Your: (a) improper use of the Site; (b) improper operation of a Program; or (c) breach or violation of this Agreement. Company shall indemnify, defend and hold You harmless from and against any and all claims allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of any actual infringement of intellectual property rights resulting from Your display of Company’s advertising creative provided in connection with operating a Program.

10. Assignment and Jurisdiction.

Company may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Company, which shall not be unreasonably withheld. This Agreement shall be construed and governed by the law of the state of California. You expressly consent to the exclusive venue and personal jurisdiction of the state and federal courts located in Santa Clara County, California for any actions arising from or relating to this Agreement.

11. Severability.

If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

12. Force Majeure.

Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.

13. Attorneys' Fees.

Company shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding arising out of this Agreement.

14. Miscellaneous.

This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each Party is an independent contractor and not a partner, joint venturer or employee of the other. All notices shall be sent to the addresses submitted by You when signing up for the service by certified mail, fax, email or courier.

Company reserves the right to change any conditions of this contract at any time, with or without notice.

15. IMPORTANT NOTICE: The Can Spam Law

Affiliates must comply with The CAN SPAM Act which regulates the form (what information must be included and the required format) commercial email must take. Specifically, The CAN SPAM Act requires that all commercial email contain the following:

• Clear and conspicuous identification that the message is an advertisement or solicitation, if the email is unsolicited

• Clear and conspicuous notice of the opportunity to opt-out

• A truthful subject line.

• A functioning mechanism to opt-out.

• A valid postal address for the sender.

• Labeling of unsolicited sexually explicit material.

Copyright:

The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed under 'Limited Right to Use' below, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site. The posting by Burstabit Media of information or materials on the Site does not constitute a waiver of any right in such information and materials.