These affiliate terms and conditions (the "Agreement") govern the affiliate program that is made available by Maneuver LT, UAB (hereinafter the "Genome", "We" or "Us"). These terms and conditions represent a legally binding agreement between Genome and the individual or entity who participates in the affiliate program (the "Affiliate", or "You").
Please read this Agreement carefully. By checking the appropriate consent box or clicking the accept button on the Genome Website or Genome User Portal and accepting this Agreement, you signify that you have read, understood and agree to be bound by all terms and conditions of the Agreement. If you do not agree to or cannot comply with all or part of this Agreement or if you do not have authority to bind yourself, then you shall not click the accept button or check the consent box.
Genome gives and maintains access to Genome Wallet and provides its clients with the services of issuance and redemption of e-money, execution of transactions, currency conversion, and access to Genome User Portal, payment collection service, as well as fraud prevention services and other ancillary services. Affiliate desires to have the opportunity to market and sell the Genome Services to prospective Clients and Genome is willing to grant Affiliate the right to do the foregoing, all in accordance with and subject to the terms and conditions of this Agreement.
Both individual and entity can be an Affiliate. To become an Affiliate you shall have personal or business account with Genome, successfully pass due diligence procedures set by General T&C and then join the Genome Affiliate Program by accepting this Agreement. Since the opening of the account with Genome is required to become an Affiliate, it is also subject to the Genome’s General T&Cs and Privacy Notice.
After you accept this Agreement, Genome will generate a unique Referral Link, which shall be used to direct Clients to Genome Website. Affiliate will be able to see, copy, and share the Referral Link. The Referral Link helps Genome to know what particular Client is referred by the Affiliate. Each Affiliate shall only use its unique Referral Link. Any Clients referred to Genome by (i) any other affiliate, (ii) using broken or non-active Referral Link or (iii) acquired by Genome from other sources will not be associated with Affiliate and are not subject to the payment of Commission.
The Affiliate is not entitled to make any offers at special prices or upon special terms and conditions in derogation from the information published on Genome Website or given in the Promotional Materials (unless otherwise stated in the instruction provided with such materials) or to give any other declarations that bind Genome. Affiliate may not offer or grant to Client, directly or indirectly, any discount or rebate from the amount of any fees the Client may be obligated to pay to Genome.
During the term of this Agreement Affiliate shall comply with all applicable laws, regulations, legal requirements, Card Schemes Rules and Data Protection Requirements. Affiliate shall upon the request of Genome provide sufficient evidence that Affiliate complies with Data Protection Requirements or any other applicable laws.
No Sub‐Contracting of Services. Affiliate shall not enter into any agreement, whether written or oral, with any third-party entity or natural person regarding referring Clients to Genome without Genome's prior written consent.
The Affiliate shall not market or advertise Genome Services:
In a manner which is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
In a manner that may entail negative effect on a business reputation of Genome;
By generating artificial traffic to the Genome Website;
By linking Genome Services to any content that is sexually explicit, violent, illegal, deceptive, misleading, harmful, obscene, defamatory, unethical or infringing of any third party right;
By sending any automatic unwanted messages via any method, including but not limited to email, blogs, instant messaging services and social networks.
The Affiliate acknowledges that failure to follow the above rules will be considered as a material breach of this Agreement and shall be a ground for the Agreement termination according to Section 8.2. below.
Each Party hereby represents and warrants to the other Party that (i) it has the full right and capacity to enter into this Agreement; and (ii) it will act in accordance with all applicable laws and regulations in its performance of any obligations or the exercise of any rights under this Agreement, including without limitations compliance with Data Protection Requirements and Card Scheme Rules; (iii) no authorization or approval from any third party is required in connection with such Party’s execution, delivery or performance of this Agreement, (iv) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.
The Affiliate represents and warrants that by entering into this Agreement and during the term of this Agreement:
It has all requisite powers, licenses and permits and has undertaken all actions and has fulfilled all conditions to enter into, to perform under and to comply with its obligations under this Agreement;
The business carried on by the Affiliate is a legitimate, lawful business and it is not engaged in any conduct or transactions which may be considered unlawful in any jurisdiction in which it conducts business and it complies with all laws, regulations and requirements applicable to its business;
It will not conflict with, or breach the terms, conditions or provisions of, or default under any other agreement to which it is a party while fulfilling its obligation under this Agreement;
There is no action, suit or proceeding at law or in equity now pending or, to its knowledge, threatened by or against or affecting it which would substantially impair its right to carry on its business as contemplated herein or adversely affect its financial condition or operations;
It will undertake its obligations pursuant to this Agreement with all reasonable skill, care and diligence and in accordance with the provisions of this Agreement;
Affiliate will conduct its business at all times in a manner that reflects favorably on the goodwill and reputation of Genome and will not engage in any illegal or unethical business practices; and
All representations and statements made by Affiliate in this Agreement, or in any other document relating hereto by Affiliate or on Affiliate’s behalf, are true, accurate and complete in all material respects.
Affiliate hereby authorizes Genome to investigate and confirm the information submitted by Affiliate herein. For this purpose, Genome may utilize credit bureau/reporting agencies and/or its own agents.
Non-solicitation. Affiliate agrees that after Client becomes Approved Client, the rights, title and interest in the benefits of the Services Agreement are the property of Genome and not the Affiliate and that Genome has the right to continue cooperation with Client regardless of whether or not the Agreement with Affiliate is in force. The Affiliate agrees that during the term of the Agreement and for a period of three (3) years following the termination of this Agreement for any reason, the Affiliate will not, directly or indirectly: (i) solicit or attempt to solicit any then-current Approved Clients of the Affiliate without prior written consent of Genome; (ii) solicit or attempt to solicit the withdrawal of other Clients, customers, partners, Affiliates, employees of Genome; or (iii) induce or attempt to induce Genome’s Clients or potential Clients to withdraw, cancel or decrease the amount of business such Clients do with Genome. Otherwise, the Parties agree that this will constitute a material breach of this Agreement and will result in immediate termination of this Agreement. The Affiliate agrees that this non-solicitation clause shall apply where the Affiliate is acting alone, directly or indirectly, as a member of a partnership, as an officer, director of any other corporation, company of any other individuals, or partnership.
The term of this Agreement shall commence on the date it is entered into by Affiliate, and shall continue for an unlimited period. This Agreement may be terminated for convenience by either Party in writing upon at least thirty (30) days’ written notice prior to the desired date of termination. This Agreement shall also be terminated in case of termination, for whatever reason, of the General T&Cs entered into between you and Genome.
Genome has the right to terminate the Agreement with immediate effect if:
Genome has reason to believe that the Affiliate violates or fails to comply with any applicable law, Card Scheme Rules or any order of the competent court or government authority;
The Affiliate is the subject of a sanction imposed or an investigation initiated by a regulatory body;
Any representation and/or declaration made by Affiliate in process leading to entering into this Agreement and/or stated in this Agreement proves untrue, incomplete or misleading;
Several Clients referred by Affiliate do not comply with the terms of the Services Agreement;
The Affiliate is in material breach with the Agreement;
Any natural person, corporation, partnership, limited liability company, trust, association or other entity that Genome reasonably determines to be a competitor or prospective competitor of Genome or any of its affiliated parties acquires the power or ability, directly or indirectly, to exercise any controlling influence over Affiliate or Affiliate’s management, operations or policies (either alone or pursuant to an arrangement or understanding with one or more entities);
The Affiliate (i) makes a general assignment for the benefit of creditors, (ii) files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, (iii) becomes subject to any proceedings under any bankruptcy or insolvency law where such proceeding has not been dismissed within sixty (60) days, or (iv) has wound up or liquidated, voluntarily or otherwise.
In other cases if in the Genome’s discretion the Affiliate’s actions threats or may threat the Genome reputation.
Upon termination of this Agreement for any reason:
All rights and obligations of the Parties shall cease to have effect immediately;
All licenses granted under this Agreement shall terminate;
Each Party shall at the other Party's option either destroy or return all copies of Confidential Information belonging to that other Party in its possession or control;
If instructed by Genome, the Affiliate shall return to Genome or destroy all Promotional Materials, price lists, customer lists, equipment, supplies and any other Genome property in its possession at the time of termination. The Affiliate shall not continue to use the names and logos of Genome or any of its subsidiaries and affiliated parties after the termination of this Agreement;
Genome may, in its sole discretion, continue to provide the Genome Services to the Approved Clients;
Any outstanding Commission due to the Affiliate shall be settled within thirty (30) Business Days.
Upon termination of this Agreement for any reason, all rights and obligations of the Parties under this Agreement shall be extinguished, except that the rights and obligations of the Parties under Sections 4.3, 5, 6, 7, 8, 9 and 10 and any other provisions of this Agreement that should reasonably survive termination shall survive such termination.
IN NO EVENT SHALL GENOME OR ANY OF ITS AFFILIATED PARTIES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO AFFILIATE OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL OR BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, OR COMPUTER FAILURE, DELAY OR MALFUNCTION) THAT RESULT FROM THE USE OF OR INABILITY TO USE THE GENOME SERVICES, FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO GENOME SERVICES.
THE AFFILIATE HEREBY ACKNOWLEDGES THAT THIS PROVISION WILL APPLY WHETHER OR NOT GENOME IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM GENOME AND ITS AFFILIATED PARTIES. IN ANY CASE, GENOME’S MAXIMUM AGGREGATE LIABILITY TO AFFILIATE OR ANY OTHER PERSON OR ENTITY UNDER THIS AGREEMENT, INCLUDING ANY ADDITIONAL TERMS, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID TO THE AFFILIATE HEREUNDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO THE FIRST CLAIM TO GENOME.
Nothing in this Agreement shall operate to exclude or restrict Party’s liability for:
Fraud or fraudulent misrepresentation;
Willful or malicious conduct;
Breach of Sections 4, 5, 6 and 7 of this Agreement;
To the extent that such exclusion or restriction is prohibited under applicable law.
In interpreting this Agreement:
All clauses, schedule and paragraph headings in this Agreement are solely for convenience and shall not affect its interpretation;
The schedules referred to throughout this Agreement are attached to and incorporated into this Agreement and, unless the context clearly indicates otherwise, any reference to this Agreement shall (i) include the schedules and any other documents incorporated herein by reference and (ii) mean this Agreement as amended from time to time in accordance with its terms;
Unless the context clearly indicates otherwise, words denoting one gender include all genders, words denoting individuals or persons include entities and vice versa, words used in the single include the plural and vice versa, and the words ‘including’ and ‘in particular’ shall be construed as being by way of illustration only and not as limiting the generality of any words preceding them;
References to any statute, statutory, statutory provision, subordinate legislation under the relevant statute, or European Union directive or regulation shall include any statute, statutory provision, subordinate legislation, or European Union Directive or regulation which amends or replaces it, or has amended or replaced it;
If there is a conflict or inconsistency between the terms of this Agreement and the Card Scheme Rules, the provision of the Card Scheme Rules shall prevail to the extent of such conflict or inconsistency.
If there is a conflict or inconsistency between the terms of this Agreement and the General T&Cs, this Agreement shall prevail.
Last modified on 07.09.2020