January 11, 2023
This Affiliate Marketing Agreement (“Terms” or “Agreement”) are applicable to your participation in the Wombat Affiliate Program (“Program” or “Affiliate Program”). The Agreement is made by and between Wombat (“Wombat” or “Wombat Invest” or “Wombat Invest Ltd” or “Wombat Invest Limited”), and any individual or legal entity executing the Affiliate Registration Form set forth in the registration page located at www.wombatinvest.com/affiliates referred to herein as the “Affiliate” or “You”.
This is a binding legal Agreement between You and Wombat. UPON SUBMISSION OF THE AFFILIATE REGISTRATION FORM, YOU ARE DEEMED TO HAVE ACCEPTED, AND BE BOUND BY, THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT.
Parties shall hereinafter also be referred to individually as the “Party” and jointly as the “Parties”.
By participating in Wombat’s Affiliate Program You hereby accept the terms and conditions of this Agreement as may be amended from time to time. If You do not agree to such terms and conditions and/or any amendment thereto, please do not participate in, use, or access Wombat’s Affiliate Program. Please note that Wombat reserves the right, at its sole discretion, to revise, modify, change or remove portions of this Agreement at any time. Please check periodically the terms and conditions of this Agreement on Wombat’s Site to review any changes to its terms. Your participation in Wombat’s Affiliate Program, after Wombat has published on its websites any revised and/or amended form of this Agreement, shall constitute your consent to the revised and/or amended Agreement.
Wombat reserves the right, under its sole and absolute discretion, to reject the registration of any entity or individual to Wombat’s Affiliate Program. Wombat reserves the right to terminate its relationship with an affiliate at any time, at its sole and absolute discretion. Affiliates will be contacted via email immediately to be notified of any termination, and the termination will start from the time this email is sent.
1.1. “Affiliate” The business, individual, or entity applying to, or participating in, the Affiliate Program or that promotes Wombat’s Services and/or promotions on its website, Channel/s, or other means, using an affiliate tracking code in exchange for receiving a Payment from Wombat for defined events directly resulting from such activity.
1.2. “Affiliate Account” means the uniquely assigned account that is created via Wombat's chosen affiliate management platform, for the purposes of the Affiliate Program. This is distinct from an Affiliate's personal investing account with Wombat ("Affiliate's Wombat Account").
1.3. “Affiliate Channels” (“Channels”) means the websites, social media accounts, or any other Channels identified by the Affiliate in Wombat’s Affiliate Registration Form, or otherwise approved in writing by Wombat, which shall contain an Affiliate Link.
1.4. “Affiliate Payment” (“Payment”) means the amount payable to the Affiliate, in accordance with the payment rate, based solely and exclusively on Wombat’s data and calculations as specified in the Affiliate Account. This Payment is subject to change.
1.5. “Affiliate Link/s” means trackable link/s to Wombat’s products or services
1.6 “Affiliate Registration Form” means a form located at the Website for participation in the Affiliate Program. The Registration Form is an integral part of the present Agreement.
1.7 “Affiliate Program” means the present Affiliate Program, pursuant to the Terms herein and described on the Site.
1.8 “Affiliate Publications” refers to any content relating to Wombat published on any Channel or source (offline or online) by the Affiliate.
1.9 “Applicable Laws and Regulations”: means all laws, regulations, directives, circulars, regulatory administrative decisions, and rules of any regulated market or exchange to which Wombat and the Affiliate are, or may be subject to, from time to time.
1.10 “Confidential Information” means any data or information of either party, including oral, written or electronic data or information including past, present or future research, development or business activities, and including without limitation, any information relating to developments, inventions, processes, plans, trading information and financial information. The Confidential Information shall not include information that is available in the public domain, not as a result of the actions of the receiving party, that was known to and/or developed by the receiving party prior to its receipt from the disclosing party, or that was lawfully received by the receiving party from a third party without an obligation of confidence.
1.11 “False, Illegal or Unapproved Marketing” means the use of confusing, misleading or blatantly untrue statements or unproven information, any other form of marketing which may contradict with Applicable Laws and Regulations or any other information which contradicts the Marketing Guidelines and when promoting Wombat’s services and products.
1.12 “Guidelines” means any guidelines, standards, allowed formats, branding instructions, compliance procedures, compliance requirements and any other requirements prescribed by Wombat, including without limitation those set out in the Marketing Guidelines.
1.13 “Intellectual Property Rights” means any intangible right, title and interest, including any rights relating to or arising under copyright, trademark, patent, trade secret, moral rights, right of publicity, authors’ rights, and all other proprietary rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, under any applicable law or jurisdiction.
1.14 “Investment Products” The products offered and provided by Wombat and which are made available through Wombat’s mobile app.
1.15 “Lead” means any individual of at least 18 years or older, and who is a legal resident of the UK, that has registered with Wombat and become a User, who is identified in Wombat’s systems as an individual who first entered into a relationship with Wombat directly through the Affiliate Link. Note that a Lead does not amount to a User. Affiliates receive payments only where a Lead covers the criteria as set for a Converted User and becomes a User.
1.16 “Converted User” means a User that results directly from the promotion of Wombat via the Affiliate Channels. For the avoidance of doubt, a User shall qualify as a Converted User if:
1.16.1 The User is aged 18 years or over
1.16.2 The User is a legal resident of the UK
1.16.3 The User has been identified as having accessed Wombat directly through an Affiliate Link
1.16.4 The User has not been a client of Wombat before, including installing, registering, or opening an investment account, including if that was under a different email address.
1.16.5 The User has agreed to and accepted any and all applicable legal documents that govern the relationship between the User and Wombat
1.16.6 The User has successfully passed the identification and verification process applied by Wombat
1.17 “Marketing Material” means any of the websites, media buying, pay-per-click, campaigns, social networks campaigns and/or any other digital form, which may be used by Affiliate in promoting the Website(s), as pre-approved by Wombat, in order to introduce Users to Wombat.
1.18 “Mobile App” means the iOS or Android version of Wombat’s trading platform.
1.19 “Non-Qualified Traffic” means any deposits, revenues or traffic generated through inappropriate or unapproved means and/or in bad faith to generate false Affiliate Payment and/or defraud Wombat, regardless of whether or not it actually causes damage to Wombat. Non-Qualified Traffic includes, but is not limited to, a reversal by a User in relation to its deposit(s); deposits generated by stolen credit cards; collusion; manipulation or abuse of the system; creation of false accounts for the purpose of generating Affiliate Payment; unauthorised use of any third-party accounts, copyrights, trademarks, intellectual property; offering or providing unauthorised incentives (financial or otherwise) to potential clients, Leads, or Users either directly or indirectly (including, without limitation, the sharing by the Affiliate of the Affiliate Payment). Wombat shall be entitled to determine if an activity is to be considered as Non-Qualified Traffic, at its sole discretion.
1.20 “Payment Account” means the account detailed by the Affiliate as part of its application during the process of the Affiliate Participation Form submission.
1.21 “User” means any consumer who has a Wombat Account.
1.21.1 The User is an individual aged 18 or over
1.21.2 The User must be a legal resident of the UK
1.21.3 The User has agreed to and accepted any and all applicable legal documents that govern the relationship between the User and Wombat
1.21.4 The User has successfully passed the identification and verification process applied by Wombat
1.22 “Website(s)” means www.wombatinvest.com and any other websites and landing pages, as may be added by Wombat, in its sole and absolute discretion, from time to time including all databases, software, domain names, infrastructure, products and services that Wombat markets for use of consumers and Users.
1.23 “Wombat Brand” means all trademarks, trade names, brand names, and domain names owned and/or used by Wombat.
2. Affiliate’s Involvement
2.1 In order to be eligible for Wombat’s Affiliate Program, You warrant that Your Channels do not and will never:
2.1.1 Promote sexually explicit materials;
2.1.2 Promote violence;
2.1.3 Promote discrimination based on sex, race, religion, nationality, disability, sexual orientation, or age;
2.1.4 Promote illegal activities;
2.1.5 Incorporate any materials which infringe or assist others to infringe on any copyright, trademark, or other intellectual property rights or to violate the law.
2.2 The Affiliate acknowledges that there is no action or proceedings pending against the Affiliate or any of its associates which may have a material adverse effect on its or Wombat’s business or reputation, financial or otherwise.
2.3 Any interested Affiliate must first accurately and truthfully complete and submit the Affiliate Registration Form and accept the Terms and Conditions outlined in the Affiliate Agreement.
2.3.1 The Affiliate must notify Wombat of any changes regarding the information provided during the registration and review process, as soon as is practically possible.
2.3.2 During Wombat’s review of the Affiliate application, Wombat may request additional information which, in order to be accepted onto the program, the Affiliate should provide full, accurate, and to the maximum extent relevant, information or documentation requested.
2.3.3 Wombat reserves the right, at its sole discretion, to accept or refuse an Affiliate on to the Affiliate Program.
2.4 The Affiliate must provide detailed descriptions of the Affiliate Channels and sources (both online and offline) in which the Affiliate intends to promote Wombat for the purpose of generating Leads to Wombat.
2.4.1 This includes the web address of the Affiliate’s website, or social media handles, or any other offline media or activities operated by the Affiliate.
2.4.2 The Affiliate is only permitted to promote Wombat via Channels which have been communicated, and approved, prior to any publication or promotion.
2.4.3 Any Leads from unapproved sources will be blocked and will be ineligible for Affiliate Payment.
2.4.4 Where the Affiliate wishes to use additional Channels, these shall be communicated to, and approved by, Wombat prior to being used by the Affiliate for the purpose of promoting Wombat.
2.4.5 The Affiliate must supply Wombat with truthful, accurate, and to the maximum extent where relevant, information about the Affiliate’s activities or Channels and notify Wombat promptly in the case of any changes.
2.4.6 Wombat reserves the right, at any time, to perform background checks that it deems necessary, inspect, review and monitor content and Channels owned by the Affiliate. You are required to facilitate the process and make actions as required to allow Wombat to conduct this. The Affiliate agrees that if the content or channels have not been approved by Wombat or breach any of the terms outlined in this Agreement or in the Guidelines, it is at Wombat’s sole discretion to request that the content is edited or removed within 24 hours of the request.
2.7 The Affiliate understands, acknowledges, and agrees with the terms outlined in this Agreement, Marketing Guidelines, and any other documentation provided by Wombat, and that by ticking ‘I agree to Wombat Invest LTD's Terms of Service’ on the Affiliate Registration Form or any similar buttons or links as may be designated by Wombat, the Affiliate is entering into a binding legal agreement. The Affiliate hereby agrees to waive any rights and/or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
3. Affiliate’s Obligations
3.1 The Affiliate understands that Wombat is authorised and regulated in the conduct of its activities and shall adhere at all times to Applicable Laws and Regulations. The Affiliate understands, accepts and agrees that it will at all times ensure that none of its actions cause any actual or potential breach of the Applicable Laws and Regulations by Wombat and undertakes to cooperate with Wombat in any requests aimed at achieving or enhancing Wombat’s compliance with the Applicable Laws and Regulations.
3.2 Wombat reserves the right, at any time, to inspect, review and monitor Affiliate Publications and Channels. You are required to facilitate the process and make actions as required to allow Wombat to conduct this. The Affiliate agrees that if the content or channels have not been approved by Wombat or breach any of the terms outlined in this Agreement or in the Guidelines, it is at Wombat’s sole discretion to request that the content is edited or removed within 24 hours of the request.
3.3 The Affiliate agrees that it shall promote Wombat solely to consumers of at least 18 years or older, and who is a legal resident of the UK, and ensure that its promotions and related materials are in no way offensive, indecent, objectionable or obscene and shall never be directed to minors, vulnerable persons, or engagement in any other practise which may adversely impact the name or reputation of Wombat and its services. The Affiliate acknowledges that any breach of the aforementioned shall result in immediate termination of this Agreement.
3.4 During the term of this Agreement, the Affiliate undertakes to use its best efforts to actively, accurately, and effectively market and promote Wombat through the approved Affiliate Channels and sources. In no event shall the Affiliate engage in any marketing or promotional activity outlined as prohibited by Wombat.
3.5 Pursuant to the terms of this Agreement, after the approval of the Affiliate, Wombat agrees to grant to the Affiliate a non-exclusive and non-transferable right to introduce Leads to Wombat, subject to the terms and conditions of this Agreement and for the duration of the Agreement.
3.5.1 This Agreement shall not be interpreted as granting the Affiliate exclusive right(s) and/or privilege(s) and/or licence(s) to promote and/or market Wombat. Nothing herein shall prevent Wombat from promoting and/or marketing its services by itself, or via other Affiliates.
3.5.2 The Affiliate will use the Wombat Brand and promote Wombat in a lawful manner, in adherence to Applicable Laws and Regulations, and in strict compliance with this Agreement, all Guidelines or other requirements prescribed by Wombat.
3.5.3 The Wombat Brand is, and shall remain, at all times the sole property of Wombat.
3.5.4 For the duration of, and after, nothing in this Agreement shall confer in the Affiliate any right of ownership in the Wombat Brand or Marketing Material and all use thereof by the Affiliate shall be to the benefit of Wombat
3.5.5 The Affiliate shall not, now or in the future, attempt to register any Wombat Brand and/or domain name and/or contest the validity of any Wombat Brand or use any term or image confusingly similar to any Wombat Brand.
3.5.6 The Affiliate shall comply with any Applicable Laws and Regulations, privacy requirements, including data protection, and any comparable legislation in any and all jurisdictions applicable to the Users, Leads, Converted Users.
3.5.7 The Affiliate shall be solely responsible to any matter related to the Affiliate Channels, including with respect to maintenance of, the technical operation thereof and to the accuracy of the information and materials posted therein. The Affiliate undertakes that the Affiliate Channels shall not look like and/or create the impression that they are Wombat’s Websites and that such Affiliate Channels shall not contain and/or display any information and/or materials of Wombat and/or the Wombat Brand unless the content of such information and/or materials and/or the manner in which they are displayed are in compliance with the Marketing Agreement and Guidelines of Wombat.
3.5.8 Wombat does not assume any responsibility towards the Affiliate and/or any third party acting on such information contained in the Affiliate Channels and/or Wombat Websites and/or Mobile Apps as to the accuracy or delay of information such as quotations, news, and charts derived from quotations.
3.5.9 The Affiliate shall, except as otherwise set forth in this Agreement, bear all costs and expenses incurred in connection with its activity to introduce clients, including marketing activity, marketing, and promotion of trading on the Affiliate Channels and/or referral platforms and/or the Mobile Apps as well as all other related operational costs and shall be responsible for any and all other payments, which may be applicable such as social insurance fees, taxes etc.
3.5.10 The Affiliate is responsible and liable for obtaining and maintaining of, as well as for compliance with any and all Applicable Laws and Regulations, including trading laws. Wombat, under no circumstances, shall be held liable for and the Affiliate shall indemnify Wombat against any and all claims asserted against Wombat by reason of the Affiliate’s marketing and promotional activities.
3.5.11 This Agreement hereby releases Wombat from any and all responsibilities for the accuracy or reliability of the information presented to Leads. The Affiliate agrees that it is aware that the information provided to Leads shall not infer a recommendation to buy, sell, or hold any specific trading.
3.5.12 The Affiliate agrees to promptly inform Wombat of any information known to the Affiliate related to any Leads that may reasonably lead to a claim, demand, or liability of or against Wombat.
4. Representations and Warranties
4.1 The Affiliate has full right, power and authority to enter into this Agreement and there is nothing which would inhibit the Affiliate’s ability to perform the terms and conditions imposed on it by this Agreement and the Marketing Guidelines.
4.2 The Affiliate acknowledges that it is aware of the contents of this Agreement and the Marketing Guidelines and understands Wombat’s regulatory requirements, which may be modified from time to time, and agrees to operate in accordance with the terms and conditions of this Agreement.
4.3 The Affiliate shall maintain any necessary registrations, authorisations, consent and/or licences to be able to fulfil Your obligations under this Agreement and will comply with all Applicable Laws and Regulations (including but not limited to financial services regulations, data protection, trademark, copyright and anti-spamming rules) applicable directly to the Affiliate and/or to the jurisdiction in which the Affiliate resides and/or carries on business.
4.4 The Affiliate acknowledges and agrees that this Agreement imposes legal, valid, and binding obligations upon both Parties which are enforceable.
4.5 The Affiliate fully complies with, and shall continue to fully comply with, all Applicable Laws and Regulations with regards to its participation in the Affiliate Program
4.6 The information provided by the Affiliate with regards to its application to the Affiliate Program is true and accurate, and the Affiliate will notify Wombat immediately of any changes.
4.7 The Affiliate agrees that any promotion, activities, or performance of services/business under this Agreement will not conflict with or violate any provision of law, rule, regulation or agreement to which the Affiliate and Wombat is subject to. The Affiliate and its related parties shall not engage in any form of facilitating tax evasion.
4.8 The Affiliate agrees to indemnify, defend and hold harmless Wombat and its directors, officers, employees, subcontractors and agents thereof with respect to any claim, demand, cause of action, debt or liability, including reasonable legal fees, to the extent that the same are based upon or arises out of:
4.8.1 the Affiliate’s breach of any representation, warranty, obligation or covenant under this Agreement;
4.8.2 any warranty, condition, representation, indemnity or guarantee relating to Wombat granted by the Affiliate to any Lead or other third party.
In the event:
(a) that the Affiliate intentionally markets or promotes Wombat and/or the Mobile App to any person or entity outside of the UK; or
(b) of any breach or threatened breach of any provision of outlined in this Agreement or in the Marketing Guidelines, then in addition to all other rights and remedies available to Wombat under this Agreement and under the Applicable Laws and Regulations, Wombat shall have the right to:
(i) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security,
(ii) receive a prompt refund of all amounts previously paid to the Affiliate hereunder, and
(iii) be indemnified for any losses, damages or liability incurred by Wombat in connection with such violation.
5. Marketing Guidelines
5.1 The Affiliate acknowledges and understands that Wombat Invest is an FCA regulated company. The Affiliate agrees that the risks of a product or service must always be prominently displayed. Consumers shall be made aware of, and understood that, their capital is at risk, and their portfolio value can go up as well as down. The Affiliate understands that any promotion or communication regarding Wombat must be fair, clear and not misleading.
5.2 The Affiliate is only permitted to promote Wombat via Marketing Materials or the Wombat Brand which have been communicated, and approved by Wombat to the Affiliate, prior to any publication or promotion. The Affiliate shall not publish any material which promotes or discusses Wombat unless it is in strict adherence to this Agreement and Marketing Guidelines.
5.3 The Affiliate shall not copy, or duplicate, or redistribute any material from sources outside of Wombat’s Website or Marketing Materials, or any material published by other Affiliates.
5.4 The Affiliate agrees to submit all content to Wombat for approval before publication, regardless of if that’s Marketing Materials supplied by Wombat, or Affiliate created content. All content must be in strict adherence to this Agreement and Marketing Guidelines. The Affiliate agrees they will not publish, or distribute, any promotional content relating to Wombat or its services until the Affiliate has written approval from Wombat.
5.5 The Affiliate agrees that it will promote Wombat by using Marketing Materials prepared, or pre-approved in writing by Wombat, or get approval for unique materials prior to publication and distribution across Affiliate Channels, and market Wombat in strict compliance with this Agreement and Guidelines outlined by Wombat, and any Applicable Laws and Regulations related to Wombat and its industry.
5.6 The Affiliate must not alter or permit alteration of, or remove or modify or permit removal or modification of, any of the Marketing Materials or Wombat Brand, or other identifying marks placed by Wombat or its agents on the associated documentation or literature, without Wombat’s prior written approval. Except as specifically provided in this Agreement, nothing in this Agreement gives the Affiliate any right, title or interest in any of the Marketing Material or Wombat Brand, any underlying intellectual property, or goodwill of Wombat. The Affiliate acknowledges that the Marketing Material and Wombat Brand, and any underlying intellectual property, and any related goodwill are the sole and exclusive property of Wombat. The Affiliate must not, during the term of this Agreement and afterwards, challenge, distribute, or assist others, to challenge the Marketing Materials or Wombat Brand or its registration or attempt to register any trademarks, service marks, trade names, or domain names, that are in any way confusingly similar to Wombat.
5.7 The Affiliate agrees that it will not make any misleading statements, represent, or otherwise create an impression that investing is ‘guaranteed’, ‘certain’, ‘protected’, ‘secure’.
5.8 The Affiliate agrees that they must not create the impression, under any circumstance, that individuals are guaranteed profit by Wombat, or the individual’s activities on the Mobile App.
5.9 The Affiliate shall not conduct branded search engine marketing using the brand keyword "Wombat" or "Wombat Invest", or any other close variations. In the event that the Affiliate is in breach of this, Wombat reserves the right to immediately terminate the Agreement.
5.10 The Affiliate shall not use the Wombat Brand as landing pages and/or use Wombat’s displayed URLs or any other term confusingly similar to the Wombat Brand.
5.11 The Marketing Guidelines are indivisible to this Agreement. Any breach of the Marketing Guidelines shall be considered to be a material breach of the Agreement. Should the Affiliate fail to adhere to the Agreement and Marketing Guidelines, Wombat may terminate this Agreement upon its sole discretion, immediately, without prior notice.
5.12 The Affiliate agrees they will be fully responsible for any fees, charges, settlement claims and any other monetary obligations of Wombat which have arisen from non-compliance of this Agreement and the Marketing Guidelines.
6. Duration & Termination of this Agreement
6.1 This Agreement will only take effect after the Affiliate has received written acceptance of confirmation that their application has been approved by Wombat, and acceptance or rejection is at Wombat’s sole discretion.
6.2 The Agreement shall continue until terminated in accordance with this Agreement. The Affiliate may terminate this Agreement with a notice period of one month.
6.3 In the case of an Affiliate breaching this Agreement, Marketing Guidelines, and any Applicable Laws and Regulations, or if the Affiliate is not able to meet the conditions or any of the obligations as described in this Agreement, Wombat reserves the right to terminate this Agreement with immediate effect at any time. For the avoidance of doubt, Wombat shall be permitted to terminate this Agreement with immediate effect upon any breach of this Agreement without having to provide the Affiliate with the opportunity to rectify such breach.
6.4 Wombat may terminate this Agreement at any time, with or without cause, and grant the Affiliate at least five business days written notice by email.
6.5 Wombat is entitled to terminate the Affiliate Program as a whole at any time, and with at least five business days written notice given to Affiliates via email. Upon termination of this Agreement:
6.5.1 The Affiliate shall immediately cease to market and/or promote Wombat in any manner, shall cease to use any of Wombat’s Intellectual Property Rights, trade secrets and technical know-how and shall immediately cease displaying any Wombat Brand and/or other Wombat material on any Channel or otherwise.
6.5.2 The Affiliate shall treat any information received from Wombat relating to Wombat’s business or software with full confidentiality, during, and after termination of, this Agreement.
6.5.3 All rights granted to the Affiliate shall immediately cease, with the exception of any Fees pursuant to the terms and conditions of this Agreement during the three months period immediately following effective termination of the Agreement, unless Wombat is prohibited from making such payments due to regulatory reasons at its reasonable discretion.
7.1 The Affiliate Program, the Mobile App, the Website(s), the Affiliate Account, the Marketing Material(s) and all products and services are provided “as is”. The upkeep of the Affiliate Account is managed on a technical system developed for but not by Wombat, therefore we cannot guarantee error-free use. Wombat disclaims all such warranties, including, without limitation, the implied warranties of merchantability and/or fitness for a particular purpose, non-infringement of third party proprietary rights which includes but is not limited to Intellectual Property Rights, any warranties arising out of course of dealing, usage, or trade with respect to the Affiliate Program, the Mobile App, the Website(s), the Affiliate Account, the Marketing Material(s) and all products and services provided in connection therewith. Wombat does not warrant that the Affiliate Program will meet Affiliate's specific requirements or that the operation of the Affiliate Program, the Mobile App, the Website(s), the Affiliate Account, the Marketing Material(s) will be completely error-free or uninterrupted.
7.2 In addition to the fullest extent permitted by Applicable Laws and Regulations, any event of unavailability and/or inoperability resulting but not limited to any technical malfunction, computer error, corruption or loss of information, or other injury, damage or disruption of any kind, The Affiliate Program, the Mobile App, the Website(s), the Affiliate Account, the Marketing Material(s) and all products and services will not be liable in any event.
7.3 Wombat does not make any representation that the Affiliate will earn any specific amount of Affiliate Payment.
8. Data Protection
The Affiliate shall ensure the following:
8.1 All necessary rights and consent requirements have been obtained from third parties, for the purposes of processing data for the purposes of providing Services in accordance with the Affiliate’s obligations under this Agreement.
8.2 Compliance with all other requirements under any applicable data protection and user privacy laws and regulations.
8.3 Upon request of Wombat, the Affiliate shall provide all such documentation and information evidencing its compliance with the requirements to the latter.
9. Intellectual Property and Confidentiality
9.1 The Affiliate Program, the Wombat Brand, the Mobile App, the Website(s), the Affiliate Account, the Marketing Material(s) and all demographic or other information relating to the User(s) are the sole and exclusive property of Wombat, and shall remain as such as Wombat retains all rights, title and interest in and to Wombat’s Property and all Intellectual Property Rights derived therefrom.
9.2 Wombat shall be permitted, both during the term of this Agreement and/or following the termination and/or expiration of the Agreement, to use, any information related to the User(s), and to provide any services to the User(s), and that the Affiliate shall not have claim and/or right with respect thereto, other than the right to receive the Payment in accordance with these Agreement terms. Furthermore, User(s) shall be deemed as Wombat’s sole and exclusive proprietary information and property and shall be deemed as Wombat’s Confidential Information.
9.3 The Affiliate shall not claim any ownership rights in and to the Mobile App and/or the Wombat Brand and/or Wombat’s Property and/or Intellectual Property Rights. Nor shall the Affiliate take any action that may prejudice or adversely affect Wombat’s rights in the Mobile App and/or the Wombat Brand and/or Wombat’s Property and/or Intellectual Property Rights. Upon termination of this Agreement, all of the rights granted to the Affiliate hereunder shall terminate and all rights shall revert to Wombat without the taking of any action on the part of either party.
9.4 The Affiliate agrees to return all confidential documents or other records supplied to, or acquired by the Affiliate from Wombat, shall be promptly returned to Wombat upon termination of this Agreement, and no copies shall be kept. This includes all confidential documents or records, including but not limited to verbal, in writing, electronic or otherwise, stored in whatever mode or medium. Where Confidential Information or Wombat’s Intellectual Property has been kept or copied, the Affiliate shall return one copy to Wombat. Once returned the Affiliate must confirm it has deleted all other copies to Wombat.
10. Affiliate Payment
10.1 Affiliate Payment is subject to any applicable regulation and for the avoidance of doubt the Affiliate will not be eligible for Payment until all of the conditions outlined in this Agreement have been met.
10.2 The Affiliate will be offered a suitable Payment rate, determined by Wombat, at its sole discretion and Wombat reserves the right to amend, alter, reduce, increase the Affiliate Payment rate at any time without prior notice.
10.3 Wombat reserves the right to change, modify, alter, add or remove, at any time, criterion applying to Affiliate Payment and Converted Users.
10.4 The Affiliate Payment for each Converted User referred by an Affiliate to the Mobile App shall be specified on the Affiliate Account, as updated from time to time at Wombat’s sole and absolute discretion. In no circumstance is an Affiliate entitled to receive Affiliate Payment for Non-Qualified Traffic or Leads for reasons such as False, Illegal or Unapproved Marketing or anything else outlined in this Agreement or Marketing Guidelines.
10.5 Wombat reserves the right to negotiate and adopt different Affiliate Payments and payment models on an individual and group basis.
10.6 The measurements and calculations of the payment to be made available to the Affiliate through the Affiliate Account are final and the Affiliate shall not have the right to appeal and/or disagree with respect thereto. In order to ensure accurate tracking and calculation of payment, the Affiliate must ensure that the Link is properly formatted. Wombat reserves the right, at its sole discretion, to amend and/or update such calculations.
10.7 If the Affiliate does not agree to aforementioned changes, the Affiliate shall notify Wombat by email to email@example.com within three days of receiving notification of said changes to terminate the Agreement and cease promotion, marketing and activities related to Wombat.
10.8 Unless otherwise agreed between the parties and subject to any limitations provided herein, the Affiliate’s Payment will be payable on a monthly basis. The amount of the Affiliate Payment that is due will be provided to the Affiliate by email and payment will be made no later than 30 days after the end of the month for which the payment is made.
10.9 Wombat reserves the right to reverse or debit from the Affiliate’s Account any previously paid Affiliate Payment based on Converted Users that are later identified as not constituting as such. Therefore, if a consumer referred to Wombat is deemed as coming from Non-Qualified Traffic, or from False, Illegal or Unapproved Marketing, or any other means in breach of this Agreement, an amount equal to the Affiliate Payment awarded for the User may be debited.
10.10 In the event that the Affiliate can refute, in good faith any portion of the Affiliate Payment to be paid, the Affiliate must submit such dispute to Wombat via email to firstname.lastname@example.org and with sufficient detail within 10 business days of the date of receiving notice of the Payment. If the Affiliate does not dispute the Affiliate Payment within such a period, then the Affiliate agrees that it permanently waives any claims based upon that Payment. If the claim cannot be resolved within 10 business days of Wombat’s confirmation of receipt of the dispute, then Wombat’s determinations of the Affiliate Payment shall be taken as authority in such dispute.
10.11 All decisions on the eligibility of Affiliate Payment will be determined by Wombat and in adherence to this Agreement, at its sole discretion.
10.12 Affiliate Payment shall be made directly to the Affiliate by the relevant Wombat company which has introduced eligible Leads, as per Wombat’s preferred payment method/s. It is the Affiliate’s responsibility to ensure that the payment details provided are accurate, complete, and always up-to-date. Wombat has no obligation to verify the accuracy of such details. If such details are incorrect, not up-to-date, or incomplete, and as a result payment is made to the incorrect account, Wombat is not liable to the Affiliate for the Affiliate Payment. It is not possible to pay the Affiliate Payment to a third-party payment.
10.13 If the Affiliate Payment generated by the Affiliate in one calendar month is less than £100 such balance will be carried over and added to the next month’s Affiliate Payment. If the threshold for monthly payment is never reached, the balance owed will be paid to the Affiliate within one month of terminating the Agreement, or sooner, at Wombat’s discretion, if the Affiliate requests so via email to email@example.com, and at least one month has passed since the successful conversion.
10.14 If, for whatever reason, an error is made in the calculation of the Affiliate Payment, Wombat reserves the right to correct and reclaim from the Affiliate any overpayment made by Wombat to the Affiliate.
10.15 The Affiliate understands that Wombat is not liable for any costs incurred by the Affiliate through decisions made by the Affiliate on how to promote Wombat. The Affiliate is responsible for all and any costs in promoting Wombat and shall be solely responsible for the payment of all its personnel, marketing, communication, administration and other overhead expenses, taxes and/or charges and/or fees and duties arising from the provision of services pursuant to this Agreement (including on domain and other internet related payment).
10.16 The Affiliate understands that all Payments between the Affiliate and Wombat are subject to risk analysis considerations and anti-money laundering procedures. Wombat reserves the right to demand and receive information about any Lead and to assess the competency of such Lead for Payments.
11.1 The Affiliate agrees that this Agreement or Marketing Guidelines, or any other relevant documentation may be amended from time to time. If You do not agree to such terms and conditions and/or any amendment thereto, please do not participate in, use, or access Wombat’s Affiliate Program.
11.2 Please note that Wombat reserves the right, at its sole discretion, to revise, modify, change or remove portions of this Agreement at any time and the change will become effective immediately once published on Wombat’s Website. You will be notified with two weeks' notice of any modifications, revisions or changes to the Agreement. Your continued participation in Wombat’s Affiliate Program, after the two weeks notice period of any revised and/or amended form of this Agreement has elapsed, shall constitute your consent to the revised and/or amended Agreement. If the Affiliate deems any of the aforementioned modifications, alterations or amendments as unacceptable, the Affiliate must terminate this Agreement, as applicable.
11.3 In addition, should Wombat modify this Agreement in order to comply with Applicable Laws and Regulations, such modifications will be effective when the new version of the Agreement is published. The Affiliate will receive two weeks notice of any modifications, revisions or changes. The Affiliate’s continued participation in the Affiliate Program, after the two weeks notice period of any revised and/or amended form of this Agreement has elapsed, shall be deemed as confirming the Affiliate’s implied acceptance of the said modifications, alterations, or amendments.