Terms & Conditions

Last Updated: 01.07.2023

The following terms of service (these "Terms"), govern your access to and use of the website published at Sweeply.pro, including any content, functionality and services. The Administration of the website is KLAXX LLP, company incorporated under the laws of England and Wales, having it’s company registration number: OC445502, and registered address at Palliser House, Second Floor, Palliser Road, London, Greater London, United Kingdom, W14 9EB, is referred hereto as "Administration".

Please read the Terms carefully before you start to use our Website. By using our website or by clicking to accept or agree to the Terms when this option is made available to you, you accept and agree, on behalf of yourself or on behalf of your employer or any other entity (if applicable), to be bound and abide by these Terms. You further acknowledge, you have read and understood our Privacy Notice, which you may find via the link (“Privacy Policy”). If you do not want to agree to these Terms or the Privacy Notice, you must not access or use our website. For more detailed policies surrounding the activity and usage on our website, please access the designated articles herein.

All information and content are provided on a strictly “as-is” basis without any warranty whatsoever by Administration regarding such Services, information or content.

“Affiliate network” (website) means our website as "Sweeply", including when accessed via the URL: Sweeply.pro;

“We”, “Us” “Our” means the Administration

“You”, “your” mean Users, Affiliates and Advertisers in any form and any of it’s representatives;

“Marketing Affiliate” (Affiliate) means a person or entity that promotes an Advertiser’s product by any means for a monetary remuneration;

“Advertiser” means the person or entity which places its Advertising Program on the website in order to find Affiliate which will consent to promote the product;

“Partners” means collectively Advertiser and Marketing Affiliate and separately referred to as “Partner”;

“Advertising Program” is a commercial offer posted on the website, available to Affiliates under individual commercial and territorial conditions for each offer.

“Rules” means specifications to every separate Advertising Program set by Advertiser such as restricted geographical area, target audience, product description, and specific design layouts.

“Successful action” means, based on terms of Advertising Program, action conducted by the user of Advertiser’s web-site;

“Affiliate commission” means monetary remuneration due to the Affiliate from the Advertiser based on the amount of Successful actions;

“Services” means any informational services, Marketing and Software Development Services, and any agreed actions between Us and User;

“Tracking system” means a special software inside your personal account which allows you to track the amount of Successful Actions;

“Fraudulent Activity” refers to any dishonest or deceptive behavior carried out with the intention of gaining an unfair advantage or financial benefit while causing harm to Affiliates or Advertisers and violating this Terms or any applicable laws.

1. Sweeply does not directly provide advertising services. The website operates as an intermediary platform connecting Advertisers and Affiliates.

2. In order to register as a Partner in the Sweeply Advertiser Network, you may be either a legal entity or an individual. To this end you must at first register a Sweeply Account and accept our Terms and Conditions on the web-site.

3. Sweeply reserves the right, in its sole discretion, to

• (a) reject any registration or activation of a Sweeply Account and/or
• (b) block the Partners from participating in the Sweeply Advertiser Network, with or without cause.

4. Sweeply does not accept Partners who:

• - Are individuals who are under the age of majority under the laws of the country in which they reside,
• - Are not properly licensed by any government or regulatory agency in the country in which they reside or are registered, to the extent such license is required in the country to operate under these Terms of Use.

At the same time Sweeply cannot verify compliance with the laws fo each country by each individual Partner and will attempt to block the Partner from participating in the Sweeply Advertiser Network within reasonable timeframe from obtaining notification from any governmental authority regarding such noncompliance.

5. The mere fact of Partners participation in the Sweeply Advertiser Network shall not in any way create any legal or contractual relationship between any Advertiser and any Affiliate.

6. Partners acknowledge and confirm that they will not, directly or indirectly, enter or attempt to enter into any agreement, understanding or other form of arrangement (whether express or implied) with any current or former Partner of the Sweeply Advertiser Network except as provided for in the present Terms.

1. Once the User decided to register an account within Sweeply Advertiser Network as an Advertiser (Effective Date) - he will be granted access to post his Offers within the Advertising network along with the advertising material.

2. Upon the Effective Date, Sweeply will promptly provide the Advertiser with:

• (A) Access to the Tracking Code.
• (B) Any requested information, assistance, or access necessary for the proper integration of the Tracking Code into the Advertiser URLs.

3. Within 15 Business Days of the Effective Date, the Advertiser will:

• (A) Appropriately integrate the Tracking Code into the Advertiser’s URLs.
• (B) Supply the Advertiser Materials to the Company.

4. Sweeply may conduct tests to verify the integration of the Tracking Code into the Advertiser URLs. This can be done by placing a test order for the purchase of Products. Advertiser will be notified of any test order and must cancel it within 48 hours of receiving the notice. Any costs incurred by the Company due to uncanceled test orders, including the purchase price and delivery charges, will be charged to the Advertiser.

5. Advertiser is responsible for ensuring that the Tracking Code is not implemented on any Advertiser URL that generates a static or persistent Transaction confirmation page URL. This applies to URLs that would enable Sweeply or any party in possession of such URL to access the Personal Data of a Visitor or retrieve data related to that Transaction.

6. Sweeply will provide the following to the Advertiser:

• (A) Access to the Interface.
• (B) Updates to the Tracking Code that are generally available.
• (C) Suggest appropriate Participating Affiliates; and on the Advertiser's request:
• • (a) prevent any Affiliate from acting as a Participating Affiliate; and
  • (b) use reasonable efforts to procure Participating Affiliates remove Advertiser Materials or Links from Advertiser Websites;

7. During the Term, the Advertiser agrees to:

• (A) Provide Sweeply with the Advertiser Materials including license which is transferable, non-exclusive, worldwide and with a right to sub-license.
• (B) Ensure that all Advertiser Materials comply with legal requirements associated with the advertisement, age group, and industry standards. This includes being truthful, non-deceptive, and supported by evidence. If Advertiser provides marketing guidelines to Sweeply, we may approve advertising content prepared by Participating Affiliates in accordance with those guidelines. However, Sweeply shall not be liable for content that is reasonably approved in compliance with those guidelines.
• (C) Promptly select and approve affiliates to act as Participating Affiliates.
• (D) Maintain the proper integration of the Tracking Code into the Advertiser URLs.
• (E) Make reasonable efforts to inform Sweeply, in advance whenever possible, of any circumstances that may hinder the accurate recording of Actions by the Tracking Code.
• (F) Provide Sweeply with any requested information, assistance, or access necessary to facilitate the provision of the Services.
• (G) Ensure that any information provided to Sweeply is accurate and up to date.
• (H) Notify Sweeply of any actual or anticipated downtime of any of the Advertiser URLs, to the extent possible.
• (I) Permit Affiliates to market the Affiliates and their Products.
• (J) Inform Participating Affiliates of any:
• • (a) information relevant to the promotion of the Advertiser or any Products;
  • (b) Rules applicable to the promotion of the Products or the Advertiser;
  • (c) Advertisement Materials which are directed to children;
  • (d) terms and conditions, or other requirements, applied by the Advertiser to the promotion of the Advertiser or any Products from time to time;
• (K) Alert Sweeply in writing to any Advertiser Materials directed to children or related to a child-directed or mixed use application or website.
• (L) Inform Sweeply of any complaints made to the Advertiser in respect of any Participating Affiliate;
• (M) Comply with any terms and conditions, or other requirements, applied by a Participating Affiliate to its promotion of the Advertiser or any Products from time to time.
• (N) Be in full compliance with all applicable laws and regulations in all countries in which it operates.

8. The Advertiser hereby grants to Sweply a nonexclusive, transferable, royalty-free, worldwide license to publish the Advertiser Materials on the Interface and to use the Advertiser Materials to:

• (A) operate the Network;
• (B) enable Participating Affiliates to market the Advertiser and its Products;
• (C) otherwise carry on its website traffic, consumer behavior tracking and transaction reporting business from time to time.

1. The determination of Commissions due to Sweeply for each Advertising Program within the Sweeply Advertisement Network will be solely at the discretion of Sweeply, as indicated in the Network's Interface. The Advertiser is obligated to pay Commissions to Sweeply, without any deductions or offsets, for each Successful action performed by any Affiliates on the Advertiser's website.

2. In the event of the Advertiser's failure to make timely payments under this Agreement or any Additional Country Agreement, without prejudice to Sweeply's other rights or remedies:

• (A) Any applied discounts will be forfeited.
• (B) Sweeply reserves the right to charge, from the payment due date until full payment is received (whether before or after any legal judgment), and the Advertiser must promptly settle upon request:
• • (a) Interest on the outstanding sums at a rate of 1.5% per month or the maximum rate permitted by law, whichever is higher, calculated on a daily basis and compounded quarterly until full payment is received; and
  • (b) The costs associated with recovering the unpaid amounts.
• (C) Sweeply retains the right to suspend all Services, or terminate this Agreement, with immediate effect, until full payment is received.

3. All payments required under this Agreement do not include any local, state, federal, or international sales, value-added, withholding, or other taxes and duties (collectively referred to as "Taxes") that may arise due to the provision of platform services by Sweeply.

4. At the conclusion of each 30-day period for an Advertising Program, Sweeply will generate an invoice for the Advertiser, reflecting the number of successful actions determined by the Rules of the respective Advertising Program.

5. All payments must be made in the currency specified on the invoice and settled no later than the designated payment due date. Any expenses associated with currency conversion or losses arising from fluctuations in exchange rates will be the responsibility of the Advertiser.

6. The Advertiser assumes full responsibility for the payment of all such Taxes, with the exception of taxes or duties imposed on Sweeply's net income, assets, or employees. Any applicable Taxes will be invoiced to the Advertiser and remitted by Sweeply to the relevant taxing authority. It is important to note that the Advertiser is liable for any applicable sales taxes, unless a valid sales tax exemption certificate, acceptable to the appropriate authorities, is provided to Sweeply.

1. Subject to Sweeply’s sole discretion, following completion of the registration and verification process, Affiliates shall be able to use the services of the Sweeply Advertiser Network and apply to participate in any Sweeply Advertising Program for the benefit of any Advertiser. Sweeply retains the right and has the absolute discretion to reject such participation with or without cause.

2. Affiliates shall not perform any promotional and advertising services and/or direct any marketing activity to the Restricted Countries. A Restricted Country has a different meaning for each Advertiser and shall be defined in the Rules of each Advertising Program the Marketing Affiliate will register for.

3. Any Commission shall be deemed as payable if all of the following conditions are met in addition to any other specific conditions required by any Rules applicable under any Sweeply Advertising Program:

• (A) The Affiliate’s advertising and promotional activity lead directly to the Successful Action.
• (B) The Successful Action shall be logged and registered by the Tracking System of the Sweeply Advertiser Network.
• (C) The Successful Action was verified and approved by the Sweeply Advertiser Network.
• (D) The Commission payout equals or exceeds the minimum withdrawal amount which is equal to USD _____ or the equivalent in any other currency (Minimum Withdrawal)
• (E) Affiliate did not in any way breach any of the Terms of Use, Rules and/or the Privacy Policy.

4. Without prejudice to any other rights of Sweeply Advertiser Network, in the event that Sweeply deems upon reasonable grounds that any activity performed via the Sweeply Account or in any account which appears to be controlled or managed by the Affiliate, is suspicious, Fraudulent Activity (as defined in the Rules) and/or fraudulent in any way, Sweeply may in its absolute discretion:

• (A) suspend access to any Sweeply Advertising Program,
• (B) de-activate or block the Sweeply Account,
• (C) delay any payments of any Commissions for up to one hundred and eighty (180) days in order to look into and verify the suspicious activity,
• (D) following the 180 days, adjust any Commission calculation accordingly or permanently refuse payment of any Commission calculated up to the notice date.

5. If Sweeply deems, at its sole discretion, that the Affiliate's Traffic Sources or any of its advertising activities violate the Terms, Sweeply reserves the right to deactivate the Affiliate's Sweeply Account, suspend any campaign, and/or terminate this agreement. If any Commission accrued up to the date of suspension is determined by Sweeply to have been generated in violation of the Rules, it will not be payable to the Affiliate.

6. If an Affiliate has referred a person who wants to become a new Affiliate (sub-affiliate) and cooperate with Affiliate Network, the Affiliate who has referred a new Affiliate will receive referral bonuses in the amount of 2% of sub-affiliate commission.

1. Affiliate shall receive a Commission payment from Sweeply, which shall be calculated in accordance with the Rules applicable under the relevant Advertising Program the Affiliate will choose to participate in and provide advertising and promotional services for. Each Advertising Program has different sets of Rules and the Commission calculation in connection to Successful Actions or otherwise, shall differ from one program to another.

2. In each case, the Commission payout shall be determined by the type of Successful Action and the applicable rate as shall both be set in respective Rules and which shall be in effect at the time of performing any actions. Sweeply reserves the right to change any rates but any revised rates shall not be applicable to already performed Successful Actions.

3. Affiliate undertakes and warrants to Sweeply that it will at all times be familiar and updated with the terms and conditions of the Rules, including but not limited to the applicable rates and Successful Actions.

4. Applying for participation in any Sweeply Advertising Program shall be construed as an unequivocal acceptance of the Rules.

5. The currency of the Sweeply Account shall be designated in USD and any Commission payouts shall be calculated and appear in USD.

6. Commission payments shall be made by Sweeply to the Affiliate. There will be no obligation of payment directly by any Advertiser. Commission payouts shall be made by Sweeply to the Affiliate through any payment method indicated by the Affiliate in its Sweeply Account and/or by way of any type of instrument/currency of equivalent USD value upon conversion (Payment Method).

7. Sweeply shall be able, upon its sole discretion and as it deems fit from time to time, to opt for any payment method for the settlement of any Affiliate Commission. Affiliate irrevocably accepts the use of any Payment Method by Sweeply and such acceptance is signified by the provision of relevant Payment Details. Payments made to the Affiliate by Sweeply and/or by any third party company engaged and instructed by Sweeply, by way of any Payment Method and based on the Payment Details shall constitute full and unequivocal satisfaction of the obligations of the Sweeply in terms of payment of any Affiliate Commission.

8. For any payments in EUR, the exchange rate between USD and EUR shall be equal to the most recent EUR/USD reference rate available by the European Central Bank at the time of processing the payment.

9. The Affiliate shall submit with Sweeply accurate, up-to-date and valid payment details. The Affiliate exclusively bears the responsibility to inform Sweeply in case of any changes that affect any payment. Sweeply shall not bear in responsibility or obligation to verify any payment details upon any payment occurrence.

10. The Comission shall be paid on the following terms:

• Within 7 days after the end of the first half of relevant calendar month for such half of relevant calendar month
• Within 7 days after the end of relevant calendar month for the second half of relevant calendar month

11. The Affiliate hereby irrevocably accepts and agrees that any Commission shall be deemed as settled and discharge Sweeply of its obligations in relation to any such payment, if performed in accordance with this section, either directly by Sweeply or by any third party designated by Sweeply upon its sole discretion.

12. Sweeply shall not be liable to pay and/or reimburse the Affiliate for any costs incurred for bank transfer expenses and/or for the use or purchase of third-party services or programs not provided by Sweeply, but required in order to participate in the Sweeply Advertiser Network and/or in order to perform any services under any Advertising Program.

13. Each party is solely and separately responsible for the payment and reporting its own taxes in any relevant jurisdiction. If payments are subject to withholding tax, Sweeply shall be entitled to deduct the corresponding tax amount from the Commission and provide proof of such obligation upon request by the Affiliate.

14. The Affiliate shall immediately repay any amounts paid to him in error, excess or in any way other than in accordance with this agreement.

15. Sweeply shall have the right in its absolute discretion to withhold, set-off and/or deduct any amounts from any Commission and/or payment due to the Affiliate against any amounts due by the Affiliate to Sweeply.

16. Sweeply shall have the right to suspend any payments to the Affiliate in the event there are reasonable grounds to believe that an Affiliate has or will imminently breach any term of the Terms and/or the quality of the traffics not to the standards appropriate.

17. The Affiliate is eligible to receive commission payments from Sweeply for the services performed in accordance with the applicable Rules of the specific Advertising Program for which services are provided. The calculation and eligibility criteria for Commission payouts for the Affiliate (Successful Actions) are defined in the Rules of each Advertising Program.

18. Sweeply will track and log all Successful Actions and instances of Fraudulent Activity using Tracking Links and its online tracking system. The tracking system may be operated by Sweeply and/or a third-party tracking system engaged by Sweeply (Tracking System). The Commission will be calculated based on the results of the Tracking System, and Sweeply will provide this information to the Affiliate through the Sweeply Account. The determination of whether an action qualifies as a Successful Action is always subject to the Rules of each Advertising Program.

19. Advertiser acknowledges, agrees, and confirms that it accepts and will accept, at all times, the results produced by the Tracking System as final. Affiliate hereby waives its right to challenge such results in any way, at any time, for any service provided under the Advertising Program and respective Rules.

1. For non-performance or improper performance of obligations under these Terms, we and you shall be liable in accordance with these Terms and the Applicable Law, unless otherwise provided hereby.

2. Partners shall not violate or attempt to violate the provisions of these Terms. In case of violation or an attempt of violation of the Terms, your access to the website may be terminated.

3. We reserve the right to report violations that may include but are not limited to financial crimes, tax evasion, misrepresentation, and criminal offenses allegedly committed by you to authorized government bodies.

4. Any information and/or materials (including downloadable software, messages, instructions, and guidelines, etc.) that the Users accesses through Sweeply Services may be used by the Users at its own risk, and the Users shall be responsible for any potential consequences of using such information and/or materials, including any damage incurred, either directly or indirectly, to the Participant’s computer or third parties, loss of information, or any other harm.

5. Sweeply shall not be liable for any losses (direct or indirect) resulting from the Your use of the Sweeply Services or separate parts/functions of such services.

6. In the event of any claim against us, in relation to or in connection with these Terms of Use or any Rule, we reserve the right, at our sole discretion, to withhold wholly or partly any amount from the Commission, and such amount shall not be rendered payable, in order to offset any costs, suspected or anticipated costs associated with any potential or pending regulatory or legal actions.

7. Sweeply cannot be held responsible for ensuring compliance with specific legislation and licensing standards pertaining to a particular Advertising Program. As an intermediary connecting Advertisers and Affiliates, Sweeply assumes no liability in this regard. It is the sole responsibility of both Parties to ensure their own compliance with relevant laws and regulatory standards.

8. WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE USERS OR ANY PERSON (INCLUDING WITHOUT LIMITATION, ANY PAYMENT FOR LOST REVENUES, LOST DATA, LOST PROFITS, OR LOSS OF GOODWILL), WHETHER FORESEEABLE OR NOT, FOR ANY CAUSE WHATSOEVER WHETHER OR NOT CAUSED BY OUR NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. UNDER NO CIRCUMSTANCES WILL ANY FORECASTS BY US BE BINDING AS COMMITMENTS OR PROMISES BY US AND/OR GIVE RISE TO ANY LIABILITY. IN NO EVENT WILL WE OR OUR PARTNERS/CLIENTS TOTAL LIABILITY TO YOU OR TO ANY OTHER PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE ONE (1) MONTH’S COMMISSION, FEES, PAYOUT AMOUNT AND/OR PAYMENT (CALCULATED AS THE AVERAGE MONTHLY COMMISSION EARNED BY YOU OVER THE PREVIOUS THREE (3) MONTHS) DURING ANY TWELVE (12) MONTHS PERIOD. THIS LIMITATION APPLIES DESPITE THE AMOUNT OF INJURIES CAUSED BY AND THE NUMBER OF SEPARATE OCCURRENCES OF LIABILITY DURING ANY TWELVE MONTH (12) PERIOD.

1. To the extent permitted by the Applicable Law, you agree to defend, indemnify, and hold Administration harmless - from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys‟ fees) arising from:

• your use of and access to the Services;
• your violation of these Terms; or
• your violation of any law or regulation etc., or the rights of any third party.

1. In case of any circumstances of insuperable force (i.e. events of extraordinary and insuperable nature) that have occurred and remain in effect beyond Administration and your control and that a party could neither foresee nor prevent for objective reasons, if these circumstances make proper fulfillment of the obligations hereunder by a party impossible, the term for the fulfillment of such obligations hereunder shall be extended for the period of the effect of such circumstances of insuperable force.

2. The circumstances of insuperable force shall include wars and other military operations, earthquakes, floods, and other natural disasters, adoption of laws and regulations by state and local authorities, failure of power supply or communication system or other similar circumstances that make the proper fulfillment of the obligations hereunder by the parties impossible.

1. Personal information that you provide to us and any information about your use of the Services that the Administration obtains will be subject to the Privacy Notice.

2. The Privacy Notice constitutes an integral part of the Terms. The Privacy Notice can be accessed using the Privacy Notice link.

1. These Terms and any relations arising out of or in connection with them shall be governed by the laws of England and Wales (“Applicable Law”).

2. You and Administration shall endeavour to resolve through negotiations all disagreements that may arise out of or in connection with these Terms.

3. For the purposes of resolving disputes between you and us, you should submit your claim to the Administration and we will respond to you by the same email.

4. If the parties fail to reach an agreement on the dispute within 30 (thirty) calendar days from the start of negotiations, the dispute shall be submitted to the competent court under the Applicable Law.

1. We may change the Terms at any time and at our sole discretion.

2. The revised Terms take effect immediately and apply to your access and use of the website from that date on.

3. We will strive to give you prior notice about changes in these Terms and the effective date of such changes as well as to give you an opportunity to review them before they go into effect. This can be done by posting a notification on our website and/or sending you an email (if appropriate)

4. If you continue to use our website after we make changes to the Terms, you are signifying your acceptance of the revised Terms.

5. If you do not agree with the revised Terms, you cannot use our website.

1. We may terminate these Terms at any time at its own discretion without explaining the reasons for this decision.

2. The agreement recorded in these Terms continues indefinitely until terminated under the provisions of the Terms.

3. These Terms, Privacy Notice, any other policies, notices and disclaimers on the Services constitute the entire agreement between you and us regarding your use of our website.

4. Our Customer Support team is available 24/7 if you have any questions regarding our website or Terms. Contacting our Customer Support team can be performed by submitting a request via the link.

5. The original language of these Terms, as well as all other texts throughout our website, is English. The Administration makes this translation available for convenience only. In case of conflicts between the original English version and any translation, the English version shall prevail.

6. You will not assign or transfer any of the rights and obligations under the Terms without our prior written consent.

7. We may assign or transfer our rights and obligations to another person without your prior written consent. In any such case we will give you prior notice.

8. We may involve third parties to render or assist in rendering the Services.

9. If any provision of the Terms is invalid or unenforceable under the Applicable Law or any other relevant legislation, it shall not affect the validity or enforceability of the remainder of the Terms. Such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.

10. If we fail to enforce any provision of the Terms, it shall not be constituted as waiver.