Spogg Online Terms and Conditions with Affiliates

IF YOU WANT TO BE PART OF THE SPOGG AFFILIATE SERVICE RELATED TO SPOGG.COM YOU HAVE TO COMPLY TO THE FOLLOWING TERMS AND CONDITIONS BEFORE REGISTERING FOR THE SPOGG AFFILIATE ONLINE SERVICE. PARTICIPATION IN THE SPOGG AFFILIATE ONLINE SERVICE INDICATES THAT YOU ACCEPT THESE TERMS AND CONDITIONS. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER FOR OR PARTICIPATE IN THE SPOGG AFFILIATE SERVICE.

Introduction. This agreement ("Agreement") between You and Spogg AB ("Spogg") consists of the Spogg Online Affiliate Program (the "Service") Terms and Conditions ("Terms and Conditions"). A description of the Service, as generally offered by Spogg, is available at the Affiliate ("Affiliate") URL, located at  HYPERLINK "https://www.spogg.com/affiliate" https://www.spogg.com/affiliate , or such other URL as Spogg may provide from time to time. "You" or "Affiliate" means any entity identified in an enrollment form submitted by the same or affiliated persons, and/or any agency or network acting on its (or their) behalf, which shall also be bound by the terms of this Agreement. 

1. Service Participation. Participation in the Service is subject to Spogg’s prior approval and Your continued compliance with the Terms and Conditions. Spogg reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Service, You represent that You are at least 18 years of age and agree that Spogg may serve (a) third party and/or Spogg provided advertisements and/or other content (such third party provided advertisements, Spogg provided advertisements and other content, collectively, "Ads"), provided, however, that if Spogg serves non-compensated content, You will have the ability to opt out of receiving such content as part of the Service, (b) related Spogg queries and/or Ad search box(es) (collectively, “Links”), (c) Spogg Web and/or Site search results (collectively, "Search Results"), and/or (d) Spogg referral Ads (“Referral Buttons”), each in connection with the Web site(s), media player(s), video content and/or mobile content that You designate, or such other properties expressly authorized in writing by Spogg (including by electronic mail) (such other properties, “Other Properties”), and the Atom, RSS, or other feeds distributed through such Web site(s) , media player(s), video content, mobile content and/or Other Properties (each such Web site, media player, video content, mobile content, Other Property or feed, a "Property"). For the avoidance of doubt, any reference in this Agreement or the Service to an individual “Web page”, “Web site”, “Web site page” or the like that is part of the Property will also mean feeds and media players distributed through such Web site. Multiple accounts held by the same individual or entity is subject to immediate termination unless expressly authorized in writing by Spogg (including by electronic mail).  In some circumstances expressly authorized in writing by Spogg (including by electronic mail), You may enroll in the Service and create an account for the sole purpose of collecting referral bonus if applicable. You subsequently use your Account to participate in the Service (i.e. for the purpose of keeping track of number of referred members), then such use of the Service will be governed by the terms of this Agreement.  Your privacy policy should also include information about user options for cookie management. 

2. Implementation and Operation of Games and Referrals. You agree to comply with the specifications provided by Spogg from time to time to enable proper delivery, display, tracking, and reporting of referred members and game usage via Your site in connection with Your Property(ies), including without limitation by not modifying the JavaScript or other programming provided to You by Spogg in any way, unless expressly authorized in writing by Spogg (including by electronic mail). 

• Games via Spogg. If You have elected to offer games from Spogg at Your site, You will display on Your Property(ies) a Spogg search box (a "Search Box") in accordance with the specifications provided by Spogg. Except for related Spogg queries, all search queries must originate from individual human end users inputting data directly into a Search Box on Your Property(ies). You will send any and all queries (without editing, filtering, truncating, appending terms to or otherwise modifying such queries individually or in the aggregate) to Spogg and Spogg will use commercially reasonable efforts to provide You with corresponding Search Results and/or Games, as applicable and as available. Search Results and any accompanying Games will be displayed on Web pages that may be hosted by Spogg (each, a "Game Page"), and the format, look and feel of those Web pages hosted by Spogg may be modified by Spogg from time to time. 
• Spogg Content. All content and Property-based Games shall be grouped by Spogg and displayed with Links (where applicable) to end users of the Property(ies) as game units (such groups of Games and/or Links collectively referred to as ("Game Units") in standard formats as offered generally by Spogg from time to time, as may be described in the FAQ. You may select a format approved by Spogg for the display of Game Units in connection with the Property(ies), but You acknowledge and agree that Games and/or Links: (i) shall only be displayed in connection with the Property(ies), each of which is subject to review and approval by Spogg in its discretion at any time; and (ii) shall be subject to the placement guidelines set forth herein. 
• Referrals. If You have elected to use the Spogg Affiliate Referrals feature, You will implement any Referral Buttons on Your Property(ies) in accordance with the specifications provided by Spogg. End users who click on a Referral Button will be directed to a Web page that may be hosted by Spogg (“Referral Page”), and the format, look and feel of those Web pages hosted by Spogg may be modified by Spogg from time to time. A “Referral Event” will be initiated when an end user clicks on a Referral Button from the Property and will be completed when the referral requirements for the relevant product are satisfied in accordance with this Agreement. Such referral requirements, along with the payment amount applicable to the Referral Event, are located at  HYPERLINK "https://www.spogg.com/affiliate/referrals" https://www.spogg.com/affiliate/referrals, or such other URL as Spogg may provide from time to time. You agree to comply with the specifications provided by Spogg from time to time to enable proper tracking and reporting of Referral Events in connection with Your Property.  
• General; Serviced Pages; Filtering; Beta Features. Certain Spogg services available as part of the Service may contain filtering capability, such as SpoggSearch or Account status, that You may access through Your account. However, if You elect to enable any such filters, You acknowledge and agree that: (i) it is Your responsibility to enable such features in accordance with the specifications provided by Spogg, and (ii) Spogg does not and cannot commit that all results (including Links and Search Results) will be limited to results elected by enabling such filter(s). Some Program features are identified as “Beta” or otherwise unsupported (“Beta Features”).  To the fullest extent permitted by law, Beta Features are provided "as is" and at Your option and risk.  You shall not disclose to any third party any information from Beta Features, existence of non-public Beta Features or access to Beta Features. 

3. Communications Solely With Spogg. You agree to direct to Spogg, and not to any third party, any communication regarding any Referral(s) or Link(s) or payments displayed in connection with Your Property(ies).

4. Parties' Responsibilities. You are solely responsible for the Property(ies), including all content and materials, maintenance and operation thereof, the proper implementation of Spogg's specifications, and adherence to the terms of this Agreement, including compliance with the Service Policies. Spogg reserves the right to investigate, at its own discretion, any activity that may violate this Agreement, including but not limited to any use of a software application to access Game Units,  Links or Search Results or to complete any Referral Event, or any engagement in any activity prohibited by this Agreement. Spogg is not responsible for anything related to Your Property(ies), including without limitation the receipt of queries from end users of Your Property(ies) or the transmission of data between Your Property(ies) and Spogg. In addition, Spogg shall not be obligated to provide notice to You in the event that any Game Unit, Link, Search Result, or Referral is not being displayed properly to, or Referral Event is not being completed properly by, end users of the Property(ies). You are solely responsible to manage tax implications related to Your referral revenues.

5. Prohibited Uses. You shall not, and shall not authorize or encourage any third party to: (i) directly or indirectly generate use of the Service through any automated, deceptive, fraudulent or other invalid means, including but not limited to through repeated manual clicks, the use of robots or other automated gaming tools and/or computer generated queries, and/or the unauthorized use of other search engine optimization services and/or software; (ii) edit, modify, filter, truncate or change the order of the information contained in any Game, Link, Search Result or Referral or remove, obscure or minimize any Game Unit in any way without authorization from Spogg; (iii) frame, minimize, remove or otherwise inhibit the full and complete display of any Web page accessed by an end user after clicking on any part of a Game Unit; (iv) redirect an end user away from any Game Unit or Referral Page; provide a version of any Game Unit that is different from the page an end user would access by going directly to the Spogg Service; intersperse any content between the Game Unit and the applicable Service Page; or otherwise provide anything other than a direct link from a Game Unit to a relevant Service Page; on any Web page or any Web site that contains any pornographic, hate-related, violent, or illegal content; (vi) directly or indirectly access, launch, and/or activate Game Units through or from, or otherwise incorporate the Game Units or referrals in, any software application, Web site, or other means other than Your Property(ies), and then only to the extent expressly permitted by this Agreement; (vii) "crawl", "spider", index or in any non-transitory manner store or cache information obtained from any Game Unit, or any part, copy, or derivative thereto; (viii) act in any way that violates any Service Policies posted on the Spogg Web Site, as may be revised from time to time, or any other agreement between You and Spogg (including without limitation the Spogg Affiliate service terms); (ix) disseminate malware; (x) create a new account to use the Service after Spogg has terminated this Agreement with You as a result of your breach of this Agreement; or (xi) engage in any action or practice that reflects poorly on Spogg or otherwise disparages or devalues Spogg’s reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

6. Termination; Cancellation. Subject to any third party agreements You may have with other Spogg customers (e.g., Your Web hosting company), You may stop displaying Game Units or referrals on any Property in the Service with or without cause at any time by removing the Spogg JavaScript or similar programming from Your Properties. You may terminate this Agreement with or without cause at any time by sending written notice of your desire to cancel Your participation in the Service to affiliate.support@spogg.com. This Agreement will be deemed terminated within fifteen (15) business days of Spogg's receipt of Your notice. Spogg may investigate any activity that may violate this Agreement. Spogg may at any time, in its sole discretion, terminate all or part of the Service, terminate this Agreement, or

7. No Guarantee. Spogg makes no guarantee regarding the level of impressions of Games or clicks on any Game or Referral Button, the timing of delivery of such impressions and/or clicks, the completion of Referral Events, or the amount of any payment to be made to You under this Agreement.  In addition, for the avoidance of doubt, Spogg does not guarantee the Service will be operable at all times or during any down time (i) caused by outages to any public Internet backbones, networks or servers, (ii) caused by any failures of Your equipment, systems or local access services, (iii) for previously scheduled maintenance or (iv) relating to events beyond Spogg’s (or its wholly owned subsidiaries’) control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Spogg (or its wholly owned subsidiaries) or Your servers are located or co-located. 

8. No Warranty. SPOGG MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO GAMES, ADVERTISING, LINKS, SEARCH, REFERRALS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT ADS, LINKS, AND SEARCH RESULTS ARE BASED ON OR DISPLAYED IN CONNECTION WITH NON-SPOGG CONTENT, SPOGG SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH GAMES, ADS, LINKS, AND SEARCH RESULTS.

9. Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) SPOGG'S AGGREGATE LIABILITY TO PUBLISHER UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE NET AMOUNT PAID BY REFERRED MEMBERS FROM AFFILIATE TO SPOGG DURING THE TWO MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE CLAIM. Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

10. Payment. You shall receive payment related to the number of referred members  Spogg.com get from You. You receive 50% of all gold membership revenues generated by a referred member during the referred members first year at Spogg.com. Referral payments will be distributed to Your Paypal account, which you have registered when signing up to the Service. If You have selected to receive Statistics related to Your Property(ies), You have a possibility to monitor the financial balance which Spogg owns You. Unless otherwise agreed to by the parties in writing (including by electronic mail), payments from Spogg shall be sent by Spogg to You within approximately sixty (60) days after last day of each month. Payments will only be transferred when the earned balance is higher than 20 USD. In the event the Agreement is terminated, Spogg shall pay You earned balance within approximately sixty (60) days after the end of the calendar month in which the Agreement is terminated by You (following Spogg's receipt of Your written request, including by email, to terminate the Agreement) or by Spogg. You are solely responsible for providing and maintaining accurate address and other contact information as well as payment information associated with Your account. For U.S. taxpayers, this information includes without limitation a valid U.S. tax identification number and a fully-completed Form W-9. For non-U.S. taxpayers, this information includes without limitation either a signed certification that the taxpayer does not have U.S. Activities or a fully-completed Form W-8 or other form, which may require a valid U.S. tax identification number, as required by the U.S. tax authorities. Any bank fees related to returned or cancelled checks due to a contact or payment information error or omission may be deducted from the newly issued payment. You agree to pay all applicable taxes or charges imposed by any government entity in connection with Your participation in the Service. Spogg may change its pricing and/or payment structure at any time. If You dispute any payment made under the Service, You must notify Spogg in writing within thirty (30) days of any such payment; failure to so notify Spogg shall result in the waiver by You of any claim relating to any such disputed payment. Payment shall be calculated solely based on records maintained by Spogg. No other measurements or statistics of any kind shall be accepted by Spogg or have any effect under this Agreement. The payments made under this Agreement are for use by You only and may not be transferred or in any manner passed on to any third party (i.e., distributed to Properties managed by You that require separate payments) unless expressly authorized in writing by Spogg (including by electronic mail). From time to time Spogg may be holding funds, payments and other amounts due to You in connection with the Affiliate Program. You acknowledge and agree that Spogg may, without further notice to You, contribute to a charitable organization selected by Spogg all funds, payments and other amounts related to the Affiliate Program that are held by Spogg and that are due to you (if any), but which Spogg is unable to pay or deliver to You because Your account is Inactive (as defined below). “Inactive” means that, based on Spogg’s records: (a) for a period of two (2) years or more You have not logged into your account or not paid your invoices or accepted funds, payments or other amounts that Spogg has attempted to pay or deliver to You, and (b) Spogg has been unable to reach You, or has not received adequate payment instructions from You, after contacting You at the address shown in Spogg’s records.

11. Publicity. You agree that Spogg may use Your name and logo in presentations, marketing materials, customer lists, financial reports, Web site listings of customers, Search Results Pages, and Referral Pages. If You wish to use Spogg's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features ("Brand Features"), You may do so, so long as such use is in compliance with this Agreement.

12. Representations and Warranties. You represent and warrant that (a) all of the information provided by You to Spogg to enroll in the Service is correct and current; (b) You are the owner of each Property or You are legally authorized to act on behalf of the owner of such Property(ies) for the purposes of this Agreement and the Service; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder; and (d) You have complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Your performance of any acts hereunder. In addition, to the extent that Your Site is a media player (1) You represent and warrant that You have a valid license to use and distribute such media player (including all content therein, including without limitation any Games, Ads or Ad Units) for the purposes of this Agreement and the Program; and (2) You shall ensure that any media player(s) that constitute the Site shall comply with the terms and conditions set forth herein. You further represent and warrant that each Property and any material displayed therein: (i) comply with all applicable laws, statutes, ordinances, and regulations; (ii) do not breach and have not breached any duty toward or rights of any person or entity including, without limitation, rights of intellectual property, publicity or privacy, or rights or duties under consumer protection, product liability, tort, or contract theories; and (iii) are not pornographic, hate-related or otherwise violent in content.

13. Your Obligation to Indemnify. You agree to indemnify, defend and hold Spogg, its resellers, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g. relevant advertisers, syndication partners, licensors, licensees, consultants and contractors) (collectively "Indemnified Person(s)") harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your use of the Service, the Property(ies), and/or Your breach of any term of this Agreement.

14. Spogg Rights. You acknowledge that Spogg owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Service (including Spogg's games, ad serving technology, search technology, referral technology, and Brand Features, including implied licenses, and excluding items licensed by Spogg from third parties and excluding any third party media player that may comprise the Property), and that You will not acquire any right, title, or interest in or to the Service except as expressly set forth in this Agreement. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Spogg services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Service or proprietary information related thereto. You will not remove, obscure, or alter Spogg's copyright notice, Brand Features, or other proprietary rights notices affixed to or contained within any Spogg services, software, or documentation (including without limitation the display of Spogg’s Brand Features with Ads, Links, Search Boxes, Search Results, and/or Referral Buttons, as applicable). "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

15. Information Rights. Spogg may retain and use, subject to the terms of the Spogg Privacy Policy (located at  HYPERLINK "http://www.spogg.com/privacy.html" http://www.spogg.com/privacy.html, or such other URL as Spogg may provide from time to time), all information You provide, including but not limited to Property demographics and contact and billing information. You agree that Spogg may transfer and disclose to third parties personally identifiable information about You for the purpose of approving and enabling Your participation in the Service, including to third parties that reside in jurisdictions with less restrictive data laws than Your own. Spogg may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Spogg disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party. Spogg may share non-personally-identifiable information about You, including Property URLs, Property-specific statistics and similar information collected by Spogg, with advertisers, business partners, sponsors, and other third parties. In addition, You grant Spogg the right to access, index and cache the Property(ies), or any portion thereof, including by automated means including Web spiders or crawlers. 

16. Miscellaneous. This Agreement shall be governed by the laws of Sweden, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Stockholm or Uppsala, Sweden. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Service after such terms have been updated by Spogg. The failure to require performance of any provision shall not affect a party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Spogg. Notwithstanding the foregoing, Spogg may assign this Agreement to any affiliate at any time without notice. The relationship between Spogg and You is not one of a legal partnership relationship, but is one of independent contractors. 

Contact information. If you have any questions, please do not hesitate to contact us. We prefer to be contacted by email at affiliate@spogg.com, but you can also give us a call at +46 (0)768 08 88 88, or reach us by mail: Spogg AB, Drottninggatan 9B, 75310 Uppsala, Sweden.