TERMS AND CONDITIONS

WHEREAS, UAB “Click2Sell”, www.click2sell.eu (hereinafter - Click2Sell) is a supplier of comprehensive vendor services including, but not limited to, point of sale, transaction processing and affiliate programs (the "Services");

WHEREAS, you (“you” or “the Affiliate”) desire to subscribe to Click2Sell’s affiliate program (the “Program”);

NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereby stipulate, agree and contract as follows:

1. ACCEPTANCE OF TERMS

1.1. Your access to and use of Click2Sell.eu (the “Website") and/or the Program is subject to these Terms and Conditions. You shall not use the Website and/or the Program for any purpose that is unlawful or prohibited by these Terms and Conditions and legal requirements. BY REGISTERING FOR AND USING THE WEBSITE OR THE PROGRAM YOU ARE FULLY ACCEPTING THE TERMS, CONDITIONS AND DISCLAIMERS CONTAINED IN THIS DOCUMENT AND ALL POLICIES AND GUIDELINES THAT ARE INCORPORATED BY REFERENCE. If you do not accept these terms and conditions you must immediately stop using the Website and/or the Program.

2. POLICIES AND GUIDELINES

2.1. You agree to be bound by all of the terms and conditions set forth at the Website, including but not limited to the Privacy Policy (link) and the Fees Schedule (link), all of which are incorporated herein by reference.

3. ADVICE

3.1 The contents of the Website do not constitute advice and should not be relied upon in making or refraining from making any decision.

4. CHANGES TO WEBSITE

4.1. Click2Sell reserves the right to:


4.1.1 change or remove (temporarily or permanently) the Website or any part of it without notice and you confirm that Click2Sell shall not be liable to you for any such change or removal; and

4.1.2 change any of the terms and conditions contained in this document or any policies or rules governing the Website, the Services and/or the Program at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised Terms and Conditions or such policies and rules on the Website and you are solely responsible for reviewing any such notice and the corresponding changes to the Terms and Conditions. Your continued use of the Website and/or the Program following any such revisions to the Terms and Conditions or such policies and rules will constitute your acceptance of such changes. If you do not agree to any such changes, do not continue to use the Website and the Program.

5. CLICK2SELL ROLE

5.1. Click2Sell provides a platform for third-party sellers (the "Sellers") and buyers (the "Buyers") to negotiate and complete transactions. Click2Sell is not involved in the actual transaction between the Sellers and the Buyers and is not the agent of and has no authority for either for any purpose.

5.2. Click2Sell Program provides a platform for third-party Affiliates to promote Seller’s items listed for sale in the Website (the “Product”) on the Affiliate’s webpage (the “Affiliate’s Webpage”) and refer Buyers to the Website in exchange for the referral fee as describes in the Clause 8.1.

5.3. When the Buyers make a purchase from the Seller through the Website or the Services, they are purchasing the product from the Seller and not from Click2Sell. Click2Sell has no control over the Buyers who make purchases or the ability of the Buyers to pay for items they may purchase from the Sellers. Click2Sell has no responsibility to ensure that the Buyer completes a transaction with the Sellers or makes final payment to the Sellers. In no case Click2Sell is the owner of the Products and has no obligation to control and inspect the quality of the Products.

6. YOUR ACCOUNT

6.1. After you agree to be bound by these Terms and Conditions and complete the registration form, Click2Sell will establish an account for you (the "Account").

6.2. Use of the Website or/and the Program are limited to parties that are 18 years old or older and lawfully can enter into and form contracts under applicable law. To register, you must provide your real name, address, phone number, e-mail address and other information required in the registration form. Click2Sell will apply its undertakings and exercise its rights referring to this information. You authorize Click2Sell to verify the accuracy of your information and to perform credit or background checks as it desires. Click2Sell may deny or terminate any Account to any person for any reason.

6.3. You are solely responsible for maintaining the confidentiality of your unique logon ID and password, and for their use. As traffic on this Website may be monitored, evidence of use of the logon ID can be produced to support or defend any dispute or actionable cause or matter which arises in relation to the same.

7. PROMOTION

7.1. As a member of the Program you shall download the code that provides for links to the web pages within the Website (the “Link”) from your Account site on the Website and make them available on your Affiliate’s Webpage. You are free to choose the items listed on the Website which you wish to promote and refer Buyers to. You acknowledge and agree to ensure that you only display the latest available Links in the format that they are made available to you whether by means of a graphic or texts link without any changes, alterations, additions and/or deletions and only use the Links to link to the Website. Any graphic links should only use the graphics supplied by Click2Sell and in the format, dimensions and colors supplied by Click2Sell.

7.2. You shall ensure that all the Links operate correctly and redirect Buyers to the requested part of the Website. If any Link fails or breaks you shall take all necessary steps to correct the problem within a reasonable period of time.

7.3. Click2Sell reserves the right to change the Links, modify and delete the Products, suspend or terminate the listing of any Sellers’ Product and accounts without notice to you or your consent. Click2Sell shall have no liability or obligation for any such changes, even if they damage or eliminate all your Links. You are solely responsible for a timely, accurate and proper update of the Links on your Affiliate’s Webpage.

7.4. You shall not to misrepresent or in any way disparage Click2Sell, the Website, Sellers, Products, Services and/or Program. You shall not use Click2Sell’s logo or any image and texts Links in any way which could dilute the identity of such logo, image or text or could cause confusion to the public. You shall also not to promote Products on web sites that make available or promote sexually explicit material, violence, warez or pirated materials, or sites that promote discrimination based on race, sex, religion, national origin, or physical disability or sites that promote illegal activities.

7.5. You shall not promote the Website and Products by use of "spamming", unsolicited commercial email, postings to forums, message boards, non-commercial newsgroups and cross-posting to multiple newsgroups at once or advertise in any way that effectively conceals or misrepresents your identity, your domain name or your return email address or in any other way that is likely to tarnish or damage Click2Sell’s reputation. In addition, you (i) shall not use the Website address or any combination of Click2Sell name in the meta tags keywords or description of any web page, (ii) submit the Website address or any confusingly similar web site address to any search engine or directory, or (iii) register any domain name confusingly similarly (or deliberately misspelled) to that of the Website address.

7.6. You shall not purchase Products through the Program for your own use or that of your household, friends or relatives or for commercial use of any kind. You must not directly or indirectly offer any person any consideration or incentive, including, without limitation, payment of money or awarding of any benefits, for using the Links on your Website to access our Website. In addition to any other rights we may have, such actions may result, at our sole discretion, in the withholding of referral fees and/or the termination of this Agreement.

8. FEES AND PAYMENTS

8.1. For a sale to generate a referral fee, the Buyer must follow the Link from your Affiliate’s Webpage to the web pages within the Website which is indicated in the Link, purchase the Product from the Seller and pay the full price for the purchased Product to the Seller. The referral fees will also be calculated on any Products that are purchased after the Buyer has re-entered our Website in other way than through the Links from your Affiliate’s Webpage within six (6) months after he/she entered the Website through the Link. Returning Buyers will be traced and identified using cookies or other adequate technology chosen in Click2Sell’s sole discretion and you agree that such technologies and data stored by Click2Sell shall be a sufficient, relevant and suitable proof to calculate the referral fees.

8.2. Contingent upon the purchase by the Buyer of the Product as described in the Clause 8.1, you shall earn the referral fees in accordance with the terms set forth in the Fees Schedule (link). The less costs for dispatching, handling, taxes (including VAT if any), service charges, returns and credit card processing fees, according to the commission rates fixed by Click2Sell will be deducted from the Product price the referral fee will be calculated from.

8.3. Referral fees shall be paid by the Seller of the purchased Product to your PayPal (link) or Moneybookers (link) accounts. You are solely responsible for opening and maintaining your PayPal (link) or Moneybookers (link) accounts and providing Click2Sell and the Seller with the correct information sufficient to make settlements.

8.4. The Seller of the purchased Product as described in the Clause 8.1 is solely responsible for the calculation and payment of any referral fees. You acknowledge and agree that Click2Sell has no responsibility to calculate or remit any referral fees. You hereby agree to fully indemnify, defend and hold Click2Sell (and its affiliated entities) harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with the foregoing obligations or otherwise with respect to any claim, demand or allegation of any referral fee in any way associated with any sale made by the Buyer.

8.5. However, Click2Sell at any time and in its sole discretion may choose to pay you the referral fee or any part of it instead of any of the Sellers. In such case, you shall waive you rights to claim the referral fee form the Seller in the amount that was paid to you by Click2Sell and you agree that Click2Sell on its own behalf claims this amount from the Seller.

9. TAXES

9.1. You agree that you are solely responsible for determining the amount of any taxes that you may owe as a result of the referral fees, and are solely responsible to collect, report and remit any such taxes required under law applicable to you. You acknowledge and agree that Click2Sell has no responsibility to collect, report or remit any applicable taxes in connection with the referral fees. You hereby agree to fully indemnify, defend and hold Click2Sell (and its affiliated entities) harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with the foregoing obligations or otherwise with respect to any claim, demand or allegation of any tax in any way associated with the referral fees.

10. COPYRIGHT

10.1. All copyright, trademarks and all other intellectual property rights in the Website and its content (including without limitation the Website design, text, graphics and all software and source codes connected with the Website) are owned by or licensed to Click2Sell or otherwise used by Click2Sell as permitted by law.

10.2. None of the content may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder.

11. SUBMITTED CONTENT

11.1. You unconditionally warrant that any information, data and/or content you provide Click2Sell (the "Content"): (i) will be correct, accurate and not misleading or otherwise deceptive; (ii) will not infringe the intellectual property rights of Click2Sell or any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (iii) will not violate any law, statute, or regulation; (iv) will not be defamatory or libelous, and, (v) will not create liability for Click2Sell.

12. PRIVACY

12.1. You shall agree and comply with the procedures and conditions set in the Click2Sell’s Privacy Policy (link).

12.2. You acknowledge and agree that Click2Sell may provide the Sellers with information that is reasonably necessary for them to communicate with you regarding any issues that may arise in connection with the referral. You agree that Click2Sell shall not be liable for the collection and/or disclosure of such information by Click2Sell or the Seller.

12.3. You shall not to use any information about other Website, Services and/or Program users which may become known to you from the Website or which may be disclosed to you by Click2Sell, and not to use any such information for purposes of solicitation, sending unsolicited email or spamming, harassment, or other conduct Click2Sell deems unacceptable or objectionable.

12.4. Click2Sell reserves the right to put personal information (first name, second name and living country) of Affiliates who breach these Terms and Conditions in to public "Hall of Shame".

13. TERMINATION

13.1. At any time and for any reason in its sole discretion Click2Sell may terminate this agreement, your access to the Website and/or the Program, your Account at any time without notice to you. Click2Sell shall have no liability or obligation for the termination of this agreement.

14. INDEMNITY

14.1. You agree to indemnify and hold Click2Sell, its parents, sister companies, subsidiaries, affiliates, service providers, sellers, distributors, licensors, officers, directors and its employees harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Click2Sell arising out of any breach by you of these Terms and Conditions or other liabilities arising out of your use of this Website or the Program.

15. EXCLUSION OF WARRANTIES AND LIABILITY

15.1. CLICK2SELL DOES NOT WARRANT THE CONTENT, ACCURACY OR VERACITY OF ANY MATERIAL OR OTHER INFORMATION ON THE WEBSITE, THE RESPONSIBILITY FOR WHICH RESTS WITH YOU.

15.2. CLICK2SELL MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, REGARDING POTENTIAL INCOME THAT MAY RESULT FROM PARTICIPATION IN THE PROGRAM AND CLICK2SELL SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES IN REGARDS TO AFFILIATE'S EARNING POTENTIAL.

15.3. YOU SHALL ACCEPT THE WEBSITE AND THE PROGRAM "AS IS" WITH ANY FAULTS OR FAILINGS AND WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF ACCURACY, COMPLETENESS, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

15.4. IN NO EVENT WILL CLICK2SELL BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGES OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY YOUR OR BUYER’S ACCESS TO, OR USE OF THE WEBSITE AND/OR SERVICES, ANY MATERIAL THEREON OR ANY PRODUCTS, GOODS, MATERIALS OR SERVICES AVAILABLE THEREFROM, WHETHER BASED IN CONTRACT, TORT AND WHETHER NEGLIGENT OR OTHERWISE, EVEN IF CLICK2SELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THIS EXCLUSION OF LIABILITY IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE UNLAWFUL, BUT THAT LIABILITY MAY BE LAWFULLY LIMITED, CLICK2SELL'S AGGREGATE TOTAL LIABILITY TO YOU FOR ALL SUCH DAMAGES AND LOSSES SHALL BE LIMITED TO THE 50 USD.

15.5. BECAUSE CLICK2SELL IS NOT INVOLVED IN ANY TRANSACTIONS BETWEEN THE SELLERS AND THE AFFILIATES, IN CASE OF A DISPUTE BETWEEN ONE OR MORE AFFILIATES AND SELLERS, YOU SHALL RELEASE CLICK2SELL (INCLUDING ITS AGENTS AND EMPLOYEES) FROM ANY CLAIMS, DEMANDS, AND ACTUAL AND CONSEQUENTIAL DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

16. MISCELLANEOUS PROVISIONS

16.1. If any section or portion(s) of these Terms and Conditions is declared invalid by any court of competent jurisdiction or a government agency having jurisdiction, the remainder of these Terms and Conditions, and the application of such provision to persons or circumstances other than those to which it is held invalid by such court, shall not be affected thereby, and these Terms and Conditions shall remain in full force and effect. To the extent possible, the parties shall reform such invalidated section or portion(s) thereof in a manner that will render such provision valid without impairing the parties' original intent.

16.2. These Terms and Conditions are personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate these Terms and Conditions shall be null and void. Click2Sell may freely assign these Terms and Conditions without consent or notice.

16.3. These Terms and Conditions shall be interpreted and governed in general by the laws of the Republic of Lithuania, without respect to the conflict of laws provisions. Any dispute or claim with respect to the validity, construction or enforceability of these Terms and Conditions or arising out of or in relation to these Terms and Conditions, or for the breach hereof shall be initially resolved by the parties in good faith within thirty (30) days from the day of notice by any of the parties to the other party as to the existence of a dispute or claim. If the parties are unable to settle the dispute within the period of time indicated before, the dispute shall be finally settled by arbitration in Lithuania by three arbitrators selected in accordance with the commercial arbitration rules of the Conciliation and Arbitration Chamber of the Lithuanian Chamber of Commerce. All rules of the Conciliation and Arbitration Chamber of the Lithuanian Chamber of Commerce shall apply to the arbitration and the arbitration process and for purposes of article 19 of Law 8828 it is agreed that, under such Law, the arbitration shall be considered an arbitration of law. The arbitrators should decide which party should be liable for the payment of all costs, expenses and fees related to the arbitration. Any such arbitration shall be conducted in the English language.