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This AFFILIATE AGREEMENT was last updated on 31/05/2024 - Version 1.0

1. OVERVIEW

G.P. Global Ltd, the owner of www.icpte.com, is a Cyprus private limited company, owner of the registered trade name INSTITUTE OF CONTINUOUS PROFESSIONAL TRAINING AND EDUCATION (ICPTE) (hereinafter the “ICPTE”, “We”, “Us”, “Our”), offers you (hereinafter the “Affiliate Partner”, “You”, “Your”, “Yours”) an opportunity to participate in the ICPTE Affiliate Program (hereinafter the “Affiliate Program”), wherein You have the opportunity to earn a passive income for selling ICPTE online self-paced seminars, online live seminars, policies, and services (hereinafter the “ICPTE Products”). The Affiliate Partner income is further discussed in this AFFILIATE AGREEMENT (hereinafter the “Agreement”, “Affiliate Terms”, "Terms and Conditions").

Whenever either term "ICPTE" or "G.P. Global Ltd" is used in this Agreement, it shall be understood to have the same meaning and effect.

This Agreement is entered into by and between G.P. Global Ltd and the Affiliate Partner and is made effective as of the date the Affiliate Partner has submitted the “Affiliate Signup Form” to ICPTE. This Agreement sets forth the terms and conditions of the Affiliate Partner’s participation in the Affiliate Program.

The Affiliate Partner should read carefully and understand this Agreement before submitting the “Affiliate Signup Form”. By submitting to ICPTE the “Affiliate Signup Form”, the Affiliate Partner agrees to be bound by this Agreement, along with the ICPTE’s “Privacy Notice”.

ICPTE will have no obligations in connection with this Agreement until it determines that the Affiliate Partner is eligible to participate in the Affiliate Program and an Affiliate Program Account (hereinafter the “Affiliate Account”) is created for the Affiliate Partner.

If the Affiliate Partner is approved by ICPTE to participate in the Affiliate Program, the Affiliate Partner will have the opportunity to earn an Affiliate Partner Commission (hereinafter the “Commission”, “Commissions”), as per Clause 5 of this Agreement, for any ICPTE Products valid sale (which means that a legal invoice was generated for an ICPTE Products sale and the invoice has been fully paid) made through the Affiliate Partner’s unique links, banners, icons, graphics, images, photos, text HTML codes, and other means of linking created and supplied by ICPTE (hereinafter the “Affiliate Links”).

All Affiliate Partners must be at least 18 years old or older. By submitting to ICPTE the “Affiliate Signup Form”, You confirm that you are at least 18 years old.

For any questions regarding this Agreement, the Affiliate Partner may contact ICPTE at info@icpte.com.

2. APPLICATION AND PARTICIPATION

In order to participate in the Affiliate Program, the Affiliate Partner needs to submit the “Affiliate Signup Form” that can be found on the www.icpte.com. The “Affiliate Signup Form” must be completed with truthful and accurate information, including documents or certifications that may be required by ICPTE to satisfy the Affiliates Partner’s participation in the Affiliate Program and any tax obligations, that might be applicable, with respect to Commission payments under this Agreement.

ICPTE will review and evaluate the “Affiliate Signup Form” that is submitted by the Affiliate Partner before deciding if the Affiliate Partner is accepted to participate in the Affiliate Program. ICPTE will notify the Affiliate Partner if the Affiliate Partner is accepted to participate in the Affiliate Program or not.

ICPTE may not accept an Affiliate Partner to participate in the Affiliate Program if ICPTE determines that the Affiliate Partner is not suitable to participate in the Affiliate Program for any reason. Not everyone who submits an “Affiliate Signup Form” to participate in the Affiliate Program will be accepted to participate.

3. AFFILIATE PARTNER RESPONSIBILITIES

The Affiliate Partner agrees to comply at all times with the below responsibilities:

• The Affiliate Partner must comply with this Agreement as amended from time to time.
• The information on the submitted “Affiliate Signup Form” is truthful, accurate and complete.
• The Affiliate Partner will provide all information, documents or certifications that may be required to satisfy any tax obligations, that might be applicable, with respect to Commission payments under this Agreement.
• The Affiliate Partner will promptly provide ICPTE with any necessary information that ICPTE may request from time to time to verify the Affiliate Partner’s compliance with this Agreement and for the Affiliate’s Partner participation to the Affiliate Program.
• The Affiliate Partner will provide ICPTE with any information that ICPTE may request from time to time, regarding the Affiliate Partner’s promotional means and practices that are related to the Affiliate Program and ICPTE Products.
• The Affiliate Partner will not make any recommendations, use any marketing practices or take any actions that would result in a potential damage to ICPTE Products, ICPTE reputation, or potential revenue loss for ICPTE, its Directors, Officers, Employees, Subsidiaries, Associates, Independent Contractors, Affiliates, Agents and/or Partners.
• The Affiliate Partner will implement the Affiliate Links to link to ICPTE Products pursuant to the terms of this Agreement.
• The Affiliate Partner will not modify, copy or alter any Affiliate Links, including but not limited to alter and modify any copyright or trademark notices of ICPTE, without prior written approval from ICPTE.
• The Affiliate Partner shall not upload or promote Affiliate Links on a website that contains any form of misleading, defamatory, obscene, illegal, bigoted, pornographic or any other content deemed offensive by ICPTE.
• The Affiliate Partner may not misrepresent or embellish the relationship between the Affiliate Partner and ICPTE or imply any relationship or affiliation between the Affiliate Partner and ICPTE or any other person or entity except as expressly permitted by this Agreement. The Affiliate Partner may not represent themselves as an agent or employee of ICPTE or represent that the Affiliate Partner has the authority to bind ICPTE to a contract.
• The Affiliate Partner will not earn Commission for any ICPTE Product that is offered for free to clients or for any ICPTE Product that a client can register for free using a “free promo code”.
• The Affiliate Partner will not violate any relevant applicable law.
• The Affiliate Partner will not advocate, promote, or encourage violence or discrimination against any person, organization, or governmental entity.
• The Affiliate Partner is responsible for maintaining the security of his/her Affiliate Account Log In details (e.g. Affiliate Account Email Address and Password). ICPTE cannot and will not be liable for any loss or damage from Affiliate Partner failure to comply with this security obligation.
• The Affiliate Partner login may only be used by one person – a single login shared by multiple people is not permitted.
• The Affiliate Partner will be solely responsible for the development, operation, and maintenance of his/her site and for all materials that appear on his/her site.
• The Affiliate Partner is responsible for the technical operation of his/her site and all related equipment.
• The Affiliate Partner is responsible for ensuring that the display of Affiliate Links on his/her site does not violate any agreement between the Affiliate Partner and any third party (including without limitation any restrictions or requirements placed on the Affiliate Partner by a third party that hosts his/her site).
• The Affiliate Partner is responsible for ensuring the accuracy, truth, and appropriateness of materials posted on his/her site (including, among other things, all Product-related materials and any information he/she includes within or associate with Affiliate Links).
• The Affiliate Partner is responsible for ensuring that materials posted on his/her site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
• The Affiliate Partner is responsible for ensuring that materials posted on his/her site are not libelous or otherwise illegal.
• The Affiliate Partner is responsible for ensuring that his/her site accurately and adequately discloses, either through a privacy policy or otherwise, how he/she collects, uses, stores, and discloses data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors’ browsers.

The Affiliate Partner has the right to work with a sub-affiliate network so long as the Affiliate Partner’s sub-affiliates follow and comply with the provisions of this Agreement and any amendments of this Agreement. The Affiliate Partner understands that the Affiliate Partner is responsible for the Affiliate Partner’s sub-affiliates’ compliance with the provisions of this Agreement and of any amendments of this Agreement and that noncompliance by any of the Affiliate Partner’s sub-affiliates may result in the suspension or termination of the Affiliate Partner’s Affiliate Account, as per Clause 9 of this Agreement.

If ICPTE suspects or detects patterns of violations of the above responsibilities, ICPTE reserves the right, as per Clause 9 of this Agreement, to suspend and/or terminate the Affiliate Partner’s Affiliate Account.

4. AFFILIATE TRACKING COOKIES

Once the Affiliate Partner is accepted to participate in the Affiliate Program, unique Affiliate Links will be assigned to the Affiliate Partner.

ICPTE tracks Affiliate Partner’s sales automatically using cookies. The cookies are automatically placed in the browser of the visitor who clicks on the Affiliate Links to reach www.icpte.com. The cookies of the latest Affiliate Links are placed in the browser overwriting the previous cookies.

Each cookie is stored for up to 60 days.

ICPTE does not hold responsibility if cookies are deleted intentionally by the visitor of www.icpte.com.

5. AFFILIATE PARTNER COMMISSIONS

When an Affiliate Partner directs or sends a prospective buyer to www.icpte.com via a correctly formatted Affiliate Link and that prospective buyer then purchases ICPTE Products (meaning that an ICPTE Products valid sale is generated), the Affiliate Partner will receive a Commission subject to the terms of this Agreement.

The amount of Commission is as follows:

• Commission 15% for ICPTE Products valid sale.

In case the above Commission is increased due to promotional offers, the Affiliate Partner will be informed in advance of the new increased Commission as well as the duration that this Commission will be applicable.

The percentage of Commission for each Affiliate Link will be indicated in the Affiliate Partner’s Affiliate Account.

The Commission shall be calculated on the net amount that ICPTE receives from an ICPTE Products valid sale, which means the total amount of the invoice of the ICPTE Products valid sale minus taxes (e.g. VAT) or any other applicable fees (hereinafter the “Commission calculation method”). For example: The total amount of the invoice for an ICPTE Products valid sale is Euro 120,00. This total amount includes a 19% VAT. The Affiliate Partner is entitled to receive 15% of the net amount 100,84 (120,00-19%=100,84) that is Euro 15.13.

ICPTE retains the right to change the Commission and the Commission calculation method at any time.

The ICPTE will notify the Affiliate Partner in writing of any change in the Commission and the Commission calculation method.

If the Affiliate Partner disagrees with the Commission amount indicated in the Affiliate Account, the Affiliate Partner shall send an email to info@icpte.com and indicate the reasons and/or observations.

If an ICPTE Products valid sale is canceled or refunded by the request of the client, the Commission for such ICPTE Products valid sale will not be credited to the Affiliate Partner.

In case a client has requested from ICPTE for a refund for ICPTE Products valid sale that the client has purchased and this refund relates to any Commission that ICPTE has already paid to the Affiliate Partner, the Affiliate Partner understands and agrees that the ICPTE has the right to either subtract the relevant Commission amount from the next Commission payment to the Affiliate Partner, or where no more Commission payments are due to the Affiliate Partner or the Commission payments are not enough to cover the relevant Commission amount, to require by the Affiliate Partner to refund the Commission received related to the client’s refund request. In such case, the ICPTE will notify the Affiliate Partner.

In case an ICPTE Products valid sale is canceled but a Commission is already credited to the Affiliate Partner, the Affiliate Partner understands and agrees that the ICPTE has the right to subtract the relevant Commission amount from the Affiliate’s Partner Affiliate Account. In such case, the ICPTE will notify the Affiliate Partner.

ICPTE reserves the right to deduct from the Affiliate Partner’s current and future Commissions any and all Commissions for ICPTE Products valid sales that are fraudulent, questionable, canceled or refunded. Where no current and future Commissions are due, ICPTE will send to the Affiliate Partner an invoice for the balance of such fraudulent, questionable, canceled or refunded ICPTE Products valid sales.

ICPTE retains the right to review all the Commissions for possible fraud, whether such fraud is on the part of the client, or on the Affiliate Partner’s part. During the time which ICPTE reviews and investigates Commissions for possible fraud or any other concerns due to illegal activity, ICPTE may withhold Commissions’ payments of any balance to the Affiliate Partner until it is verified that the relevant Commissions comply with the provisions of this Agreement, laws and regulations.

6. PAYMENT TERMS

The final Commission is calculated only upon payment to the Affiliate Partner. Until then, the total amount of Commission, indicated on the Affiliate Account, that the Affiliate Partner shall be eligible to receive, is not an obligation from ICPTE to the Affiliate Partner, but an estimation of Commissions.

The minimum Commission payment (hereinafter the “Commission Threshold”) will be fifty (50) euro. ICPTE will not be obligated to make a Commission payment if the total amount of Commissions to be paid to the Affiliate Partner, under this Agreement, is less than the Commission Threshold. ICPTE may instead accrue such Commission payment obligation until such time as ICPTE’s overall obligation to the Affiliate Partner is at least equal to the Commission Threshold.

The Affiliate Partner may request for a Commission payment via email to the email address info@seminars.com. The Affiliate Partner’s request for a Commission payment should be accompanied by the relevant legal invoice to the ICPTE, issued to G.P. Global Ltd (full details shall be provided), as this is required by law, and any other information, forms, documents, or certifications as may be required by ICPTE. If the Affiliate Partner fails to comply with this paragraph, the ICPTE may refrain from making the Commission payment.

The Affiliate Partner is entitled to receive a Commission if ALL the following are true:

• There is an ICPTE Products valid sale, which means that a legal invoice was generated for the ICPTE Products sale and the invoice was fully settled.
• The ICPTE Products valid sale was made through the Affiliate Partner’s unique Affiliate Links.
• The Affiliate Account must be active at the time of the ICPTE Products sale.
• The Affiliate Partner has sent a request via email to ICPTE for a Commission payment, accompanied by the relevant legal invoice, and any other information, forms, documents, or certifications as may be required by ICPTE.
• The Commission is not less than the Commission Threshold.

Commissions to the Affiliate Partner will be paid within fifteen (15) days after the end of the calendar month, for which the Affiliate Partner has requested for a Commission payment, or within fifteen (15) days after the date ICPTE has received by email a request for Commission payment, whenever is later, (hereinafter the “Commission payment period”), subject to other terms of this Agreement. For example, the Affiliate Partner sent a request for a Commission payment on 08/02/2024 for the month January 2024. The ICPTE will remit the Commission Payment to the Affiliate Partner the latest by 23/02/2024. In case the Affiliate Partner sent a request for a Commission payment on 20/01/2024 for the month January 2024, the ICPTE will remit the Commission Payment to the Affiliate Partner the latest by 15/02/2024.

In the event the date of a Commission payment falls on a weekend or holiday, the Commission payment will be made on the first working day after the weekend or holiday.

ICPTE reserves the right to extend the Commission payment period for as long as it is reasonably necessary in order to establish the validity of an ICPTE Products valid sale. In such case, a notice for the extension will be communicated via email to the Affiliate Partner.

If a Commission is older than 12 months and the Affiliate Partner has not requested for a Commission payment, as per Clause 6 of this Agreement, such Commission will be removed from the Affiliate Account’s Commissions balance. The ICPTE will notify the Affiliate Partner before the removal of such Commission and ask the Affiliate Partner to request for a Commission payment as per Clause 6 of this Agreement.

The Affiliate Partner shall bear any and all charges, fees, taxes, exchange rates, surcharges and other expenses incurred in order to receive a Commission payment.

All Commission payments to the Affiliate Partner shall be made in Euro (EUR).

Commission payments shall be paid through bank transfer or PayPal to the Affiliate's Partner bank account or other account the Affiliate Partner holds with an online banking services provider. The ICPTE has the right to request any relevant details and documentation that are needed to effectuate the Commission payment.

ICPTE reserves the right to suspend a Commission payment at any time and for any period, if ICPTE suspects fraudulent or other improper activity or a potential violation of this Agreement by the Affiliate Partner or any client who purchased ICPTE Product(s) through the Affiliate Links.

In case an Affiliate Account is suspended or terminated in accordance with points a – d of Clause 9 of this Agreement, ICPTE reserves the right to withhold all outstanding Commission Payments that are due to the Affiliate Partner.

In case an Affiliate Account is terminated on Affiliate Partner’s request or if the ICPTE decides to terminate the Affiliate Program, any outstanding Commission payments due at the time of termination of an Affiliate Account, by an Affiliate Partner, or Affiliate Program, by ICPTE, they will be paid to the Affiliate Partner in accordance with the time period provided under Clause 6 of this Agreement.

If any excess Commission payment has been made to the Affiliate Partner for any reason whatsoever, ICPTE reserves the right to adjust or offset the same against any subsequent Commission Payment to the Affiliate Partner under this Agreement.

If ICPTE determines that payment of Commission to the Affiliate Partner in any jurisdiction is illegal under any laws, then ICPTE reserves the right not to pay Commission for any ICPTE Product sale made in that jurisdiction.

7. TAXES

ICPTE may deduct or withhold any Taxes that ICPTE may be legally obligated to deduct or withhold from any Commission payments made to the Affiliate Partner under this Affiliate Agreement, and Commission payments to the Affiliate Partner, as reduced by such deductions or withholdings, will constitute full Commissions payment and settlement to the Affiliate Partner of such Commission payments under this Agreement.

Throughout the Affiliate Partner’s participation in the Affiliate Program, the Affiliate Partner shall provide ICPTE with any information, forms, documents, or certifications as may be required by ICPTE from time to time to satisfy any information reporting or withholding tax obligations with respect to any Commission payments under this Agreement.

For the avoidance of doubt, in receiving Commission payments from ICPTE as part of this Agreement, the Affiliate Partner will be responsible for complying with all applicable local country tax laws and regulations required by persons or entities, as applicable, receiving such Commission payments.

The Affiliate Partner understands and agree that the Affiliate Partner is ultimately responsible for any taxes, charges, fees, exchange rates, surcharges, and other expenses incurred in order the Affiliate Partner to receive the Commission payments, in accordance with Clause 6 this Agreement.

The ICPTE and the Affiliate Partner shall be responsible for remitting their own taxes to the relevant tax authorities.

8. RELATIONSHIP OF ICPTE AND AFFILIATE PARTNER

Both the Affiliate Partner and ICPTE agree that they are entering into this Agreement as independent contractors and this Agreement creates no partnership, agency franchise, joint venture, sales representative or employment relationship between the Affiliate Partner and ICPTE. The Affiliate Partner has no authority to accept or make any representations or offers on behalf of ICPTE.

For the avoidance of any doubt, customers who buy ICPTE Products through this Affiliate Program will be deemed to be ICPTE customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for ICPTE Products sold under this Affiliate Program in accordance with our own pricing policies. ICPTE Product prices and availability may vary from time to time. Because price changes may affect ICPTE Products that you have listed on your site, you should not display ICPTE Product prices on your site. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular ICPTE Product.

9. AFFILIATE ACCOUNT SUSPENSION AND TERMINATION

At any time, the Affiliate Partner can terminate the Affiliate Account by contacting ICPTE at info@icpte.com. Upon the termination of the Affiliate Account, relevant confirmation will be sent to the Affiliate Partner.

ICPTE can suspend or terminate the Affiliate Account:

a) Immediately, without any further notice, in case the Affiliate Partner fails to provide any requested information or the information that the Affiliate Partner has provided is not truthful, accurate and complete. b) Immediately, without any prior notice, in case the Affiliate Partner violates any term of this Agreement. c) Immediately, without any prior notice, in case after the Affiliate Partner joins the Affiliate Program, circumstances become apparent, knowing of which ICPTE would not have entered into an Agreement with the Affiliate Partner. d) Immediately, without any prior notice, in case the Affiliate Partner violates any of the responsibilities provided under Clause 3 of this Agreement. e) With seven days prior notice, if the Affiliate Partner earns no (zero) Commission over a 24 month period. f) With fifteen days prior notice in case the ICPTE decides to terminate the “Affiliate Program”.

After the Affiliate Account is terminated, the sales of ICPTE Products associated with the Affiliate Partner will no longer be tracked by ICPTE and the Affiliate Partner will no longer qualify for any future Commission.

Once the Affiliate Account is terminated, the Affiliate Partner is obliged to remove any and all Referral Links and trademark(s) of ICPTE from any place the Affiliate partner has uploaded them within a period of 3 working days. This provision survives the termination of this Agreement. Upon the termination of this Agreement, the Affiliate Partner no longer has the right to use any Referral Links and trademark(s) of ICPTE and will refrain from any actions that may affect the reputation, the image and any business relations with current and potential clients of ICPTE, directly or indirectly. Once the Affiliate Account is terminated, this Agreement is terminated automatically.

10. DATA PROTECTION

The ICPTE complies with the provisions of the Regulation (EU) 2016/679 (GDPR) and applies the necessary security measures to protect the personal data that the Affiliate Partner has provided to the ICPTE. Before applying to become an Affiliate, the Affiliate Partner must read and accept the ICPTE’s Privacy Notice.

The Affiliate Partner may contact the ICPTE at the email info@icpte.com for any clarification is required in regard to the ICPTE’s Privacy Notice.

The submission of the Affiliate Signup Form to participate in the Affiliate Program deems that the Affiliate Partner has read, understood and accepted the ICPTE’s Privacy Notice and consent to be contacted at the contact details (e.g. email address, phone number) that the Affiliate Partner has provided on the Affiliate Signup Form.

11. INTELLECTUAL PROPERTY

ICPTE retains exclusive ownership of all Referral Links and trademark(s) and all of its rights therein, supplied or created by ICPTE. The Affiliate Partner agrees to use the Referral Links and trademark(s) in the form and manner and with appropriate legend as currently used and permitted by the ICPTE. No Referral Links and trademark(s) owned by ICPTE may be used, changed, modified, copied, altered or reproduced by the Affiliate Partner except as set forth below.

Subject to the restrictions below, the Affiliate Partner is granted a limited, revocable, non-transferrable, and non-assignable license to use the Referral Links and trademark(s) to participate in the Affiliate Program.

No Referral Links and trademark(s) (or any mark confusingly similar to any Referral Links and trademark(s)) is to be registered as a trademark in any country or registered as a domain name by the Affiliate Partner in any way in any country.

The Affiliate Partner may not use Referral Links and trademark(s) as part of any URL, domain or website name.

The Affiliate Partner may use the Referral Links and trademark(s) only in connection with this Agreement and participation in the Affiliate Program. In such case, the Affiliate Partner shall avoid using the Referral Links and trademark(s) in a misleading or disparaging way or in a way that violates any applicable law or in connection with an offensive, inappropriate or unlawful topic or material.

All Referral Links and trademark(s) must be used in their original form and cannot be changed, modified, copied, altered or reproduced except with prior written approval from ICPTE. All Referral Links and trademark(s) supplied or created by ICPTE are of great value to ICPTE and are supplied to the Affiliate Partner for their use only in an authorized manner and in accordance with the terms of this Agreement and participation in the Affiliate Program.

The Affiliate Partner shall immediately discontinue use of the Referral Links and trademark(s) if the Affiliate Partner’s Affiliate Account is suspended or terminated, or if this Agreement is terminated, or if the Affiliate Partner has been requested to do so by the ICPTE.

12. NO WARRANTY

ICPTE does not promise, guarantee or warrant the Affiliate Partner’s business success, income, or sales. The Affiliate Partner understands and acknowledges that ICPTE will not at any time provide sales leads or referrals to the Affiliate Partner. The Affiliate Partner understands and agrees further that this is not a business opportunity, a franchise opportunity or an assisted marketing plan. The Affiliate Partner is responsible for procuring and paying for any and all materials and resources necessary to operate as an Affiliate Partner as the Affiliate Partner determines in his/her sole discretion.

13. NON-DISPARAGEMENT

The Affiliate Partner is not permitted to comment negatively about or disparage ICPTE Products, Affiliates, or services of ICPTE or any other person or entity, including without limitation the products or services of an ICPTE competitor.

The Affiliate Partner should not engage in any Black Hat SEO techniques of any kind.

The Affiliate Partner should not use any illegal or spam method of advertising, e.g. unsolicited email.

The Affiliate Partner is prohibited from using Affiliate Links, ICPTE promotional materials, trademark(s) of ICPTE or ICPTE name in a way which negatively affects ICPTE’s reputation.

14. CONFIDENTIALITY

The ICPTE and the Affiliate Partner shall at all times keep confidential and shall ensure that their respective employees, agents and contractors shall keep confidential any confidential information or documents in any form which it or they may acquire in the course of carrying out this Agreement and shall not use or disclose such information or documents except with the written consent of the ICPTE or the Affiliate Partner.

This Clause 14 of the Agreement shall survive and continue in full force in accordance with the terms notwithstanding any termination of the Agreement.

15. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ICPTE, ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBSIDIARIES, ASSOCIATES, INDEPENDENT CONTRACTORS, AGENTS AND/OR PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE DAMAGES, CLAIMS, FEES, COSTS, OR ANY LOSS OF PROFITS, REVENUES, OR ANTICIPATED SAVINGS WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OTHER INTANGIBLE LOSSES OR ANY OTHER DAMAGES RESULTING FROM OR IN CONNECTION WITH THIS AGREEMENT. THIS APPLIES REGARDLESS OF THE MANNER IN WHICH DAMAGES ARE ALLEGEDLY CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE.

TO THE EXTEND PERMITTED BY LAW, ICPTE, ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBSIDIARIES, ASSOCIATES, INDEPENDENT CONTRACTORS, AGENTS AND/OR PARTNERS, LIMIT THEIR CUMULATIVE LIABILITY TO THE AFFILIATE PARTNER ARISING OUT OF OR RELATED TO THESE AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR OTHER LEGAL OR EQUITABLE THEORY, TO ONE HUNDRED (100) EURO.

16. IDEMNIFICATION

THE AFFILIATE PARTNER AGREES TO RELEASE AND WAIVE ANY AND ALL CLAIMS AND/OR LIABILITY AGAINST ICPTE RISING FROM CONNECTION WITH THE AFFILIATE PARTNER’S BREACH OF THIS AGREEMENT. THE AFFILIATE PARTNER ALSO AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE ICPTE, ITS DIRECTORS, OFFICERS, EMPLOYEES, SUBSIDIARIES, ASSOCIATES, INDEPENDENT CONTRACTORS, AGENTS AND/OR PARTNERS FROM AND AGAINST ANY AND ALL THIRD PARTY CLAIMS, SUITS, ACTIONS, DEMANDS, EXPENSES, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, OR OTHER PROCEEDINGS (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES AND COSTS) ARISING FROM: (I) THE AFFILIATE PARTNER’S PARTICIPATION IN THE AFFILIATE PROGRAM; (II) ANY ACT OR OMMISSION BY THE AFFILIATE PARTNER, INCLUDING ANY BREACH BY THE AFFILIATE PARTNER OF ANY TERMS OF THIS AGREEMENT OR ALLEGATION OR CLAIM AGAINST THE AFFILIATE PARTNER OF NEGLIGENCE, WILLFUL MISCONDUCT, STRICT LIABILITY OR FRAUD; OR (III) THE AFFILIATE PARTNER’S VIOLATION OF ANY RIGHTS OF A THIRD-PARTY, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT. THE AFFILIATE PARTNER’S IDEMNIFICATION OBLIGATION WILL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE AFFILIATE PARTNER’S PARTICIPATION IN THE AFFILIATE PROGRAM.

17. SEVERABILITY

If any provision of this Agreement, or the application thereof to any person, place, or circumstances, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.

If any provision of this Agreement, or the application thereof to any person, place, or circumstances, shall be held by any court of competent jurisdiction to be invalid, unenforceable, or void, the ICPTE and the Affiliate Partner shall endeavor in good faith negotiations to replace the invalid, unenforceable, or void provisions with valid provisions the effect of which comes as close as possible to that of the invalid, unenforceable, or void provisions.

The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

18. FORCE MAJEURE

ICPTE, its Directors, Officers, Employees, Subsidiaries, Associates, Independent Contractors, Agents and/or Partners and the Affiliate Partner will not be responsible for the failure to perform or any delay in performance of any obligation hereunder for a reasonable period due to circumstances beyond their reasonable control, including, without limitation, Acts of God, war riot, embargoes, acts of civil of military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party providers (including providers of internet services and telecommunications) or any other similar conditions beyond their reasonable control.

19. CHANGES TO THIS AGREEMENT

ICPTE, in its sole and absolute discretion, may change or modify this Agreement, and any terms and conditions which are incorporated herein, at any time, and such changes or modifications shall be effective in 10 days upon posting to the https://icpte.com/affiliate-home/.

The Affiliate Partner acknowledges and agrees that:

i. ICPTE may notify the Affiliate Partner of such changes or modifications by posting them to the https://icpte.com/affiliate-home/ and

ii. The Affiliate Partner’s participation in the Affiliate Program, after such changes or modifications have been made (as indicated by the "last updated" date at the top of this Agreement), shall constitute the Affiliate Partner’s acceptance of this Agreement as last updated.

The Affiliate Partner is encouraged to frequently check this Agreement, that can be found on the https://icpte.com/affiliate-home/ for any changes or modification, to stay informed of any change, modification, addition or deletion. The Affiliate Partner acknowledges and agrees that is the Affiliate Partner’s responsibility to review this Agreement frequently and become aware of any change, modification, addition or deletion.

For any material change of any part of this Agreement, the Affiliate Partner will be notified by email sent to the email address specified in the Affiliate Account. It is therefore very important that the Affiliate Partner to keep information in the Affiliate Account, including email address, up to date.

20. GOVERNING LAW

This Agreement constitute the entire agreement between the Affiliate Partner and ICPTE, governed by and construed in accordance with Cyprus Law. The Courts of Cyprus will have exclusive jurisdiction in relation to any controversy, claim, dispute or difference concerning this Agreement and any other matter arising from it. The ICPTE and the Affiliate Partner irrevocably waive any right they may have to object to any action being brought in those Courts, to claim that the action has been brought in an inappropriate forum, or to claim that those Courts do not have jurisdiction.

21. MISCELLANEOUS

• The Affiliate Partner must notify ICPTE of any complaint received by the Affiliate Partner regarding any Affiliate Links within twenty-four (24) hours of receiving such complaint. Notice should be sent to info@icpte.com.
• All written notices required to be given under this Agreement, will be delivered by email transmission and will be sent: (a) if to the Affiliate Partner, to the email address provided to ICPTE on the “Affiliate Signup Form” in connection with the Affiliate Program; and (b) if to ICPTE, to info@icpte.com. Notices will be deemed effective on the date shown on the sender’s copy of the sent email.
• The Affiliate Partner confirms that has the full right, power, and authority to accept and be bound by this Agreement and to fulfil the obligations under this Agreement, without the approval or consent of any other party.
• The Affiliate Partner confirms that has sufficient rights, title, and interest in and to the rights granted to ICPTE in this Agreement. The Affiliate Partner may not assign any rights or obligations under this Agreement to any party, and any attempt to do so will be void and without effect.
• This Agreement represents the entire agreement between ICPTE and the Affiliate Partner and shall supersede all prior agreements and communications between ICPTE and the Affiliate Partner, oral or written.
• The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms herein.
• ICPTE failure to enforce Affiliate Partner strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
• The failure of ICPTE to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

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