Terms and Conditions for Users/Affiliates/Partners
Welcome to Affvaly.com!
Affiliate Program Operating Agreement This Affiliate Program Operating Agreement (the
“Agreement”) is made and entered into by and between Mediavaly Limited Group . (“Mediavaly Limited”
or “we”), and you, (“you” or “Affiliate”) the party submitting an application to become an Affvaly
The terms and conditions contained in this Agreement apply to your participation with
My.Affvaly.com (“Affiliate Program”). Each Affiliate Program offer (an “Offer”) may be for any
offering by Affvaly or a third party (each such third party a “Client”) and may link to a specific
website for that particular Offer (“Program Web Site”). Furthermore, each Offer may have
additional terms and conditions on pages within the Affiliate Program and are incorporated as
part of this Agreement. By submitting an application or participating in an Offer, you expressly
consent to all the terms and conditions of this Agreement.
Enrollment in the Affiliate Program
You must submit an Affiliate Program application from our website. You must accurately
complete the application to become an affiliate (and provide us with future updates) and not use
any aliases or other means to mask your true identity or contact information. After we review
your application, we will notify you of your acceptance or rejection to the Affiliate Program,
generally within two (2) business days. We may accept or reject your application at our sole
discretion for any reason.
The obligation of the Parties
Subject to our acceptance of you as an affiliate and your continued compliance with the terms
and conditions of this Agreement, Affvaly agrees as follows:
We will make available to you via the Affiliate Program graphic and textual links to the Program
Web Site and/or other creative materials (collectively, the “Links”) which you may display on web
sites owned or controlled by you, in emails sent by you and clearly identified as coming from
you and in online advertisements (collectively, “Media”). The Links will serve to identify you as a
member of our Affiliate Program and will establish a link from your Media to the Program Web
We will pay Affiliate for each Qualified Action (the “Commission”). A “Qualified Action” means an
individual person who (i) accesses the Program Web Site via the Link, where the Link is the last
link to the Program Web Site, (ii) is not a computer-generated user, such as a robot, spider,
computer script or other automated, artificial or fraudulent method to appear like an individual,
real live person, (iii) is not using pre-populated fields (iv) completes all of the information
required for such action within the time period allowed by Affvaly and (v) is not later
determined by Affvaly to be fraudulent, incomplete, unqualified or a duplicate.
We will pay you any Commissions earned on demand (it can be any time between 1 days and
90 days), provided that your account is currently greater than $500. Accounts with a balance of
less than $500 will roll over to the next Period and will continue to roll over periods until $500 is
reached. We reserve the right to chargeback to your account any previously paid Qualified
Actions that are later determined to have not met the requirements to be a Qualified Action.
Payment for Commissions is dependent upon Clients providing such funds to Affvaly, and
therefore, you agree that Affvaly shall only be liable to you for Commissions to the extent that
Affvaly has received such funds from the Clients. You hereby release Affvaly from any claim
for Commissions if Affvaly has not received such funds from the Clients.
Affvaly shall automatically generate an invoice on behalf of Affiliate for all Commissions
payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All
tracking of Links and determinations of Qualified Actions and Commissions shall be made by
Affvaly at its sole discretion. In the event that Affiliate disputes in good faith any portion of an
invoice, Affiliate must submit that dispute to Affvaly in writing and in sufficient detail within
thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth
herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the
event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate
must provide Affvaly with Affiliate’s reports within three (3) days after 30th day of the calendar
month, and if Affvaly’s and Affiliate’s reported statistics vary by more than 10% and Affvaly
reasonably determines that Affiliate has used generally accepted industry methods to track
Qualified Actions, then Affvaly and Affiliate agree to make a good faith effort to arrive at a
reconciliation. If the parties are unable to arrive at a reconciliation, then Affvaly’s numbers
If Affiliate has an outstanding balance due to Affvaly under this Agreement or any other
agreement between the Affiliate and Affvaly, whether or not related to the Affiliate Program,
Affiliate agrees that Affvaly may offset any such amounts due to Affvaly from amounts
payable to Affiliate under this Agreement.
Affiliate also agrees to:
Have sole responsibility for the development, operation, and maintenance of, and all content on
or linked to, your Media.
Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate
Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of
any third party, and (iii) do not contain or link to any material which is harmful, threatening,
defamatory, obscene, harassing, promotes violence, promotes discrimination
( religion, race, ethnicity, nationality, disability or age), promotes illegal
activities (such as gambling), contains profanity or otherwise contains materials that Affvaly
informs you that it considers objectionable (collectively, “Objectionable Content”).
Not make any representations, warranties, or other statements concerning Affvaly or Client or
any of their respective products or services, except as expressly authorized herein.
Make sure that your Media does not copy or resemble the look and feel of the Program Web
Site or create the impression that your Media is endorsed by Affvaly or Clients or a part of the
Program Web Site, without prior written permission from us.
Comply with all (i) obligations, requirements, and restrictions under this Agreement and (ii) laws,
rules, and regulations as they relate to your business, your Media, or your use of the Links.
Comply with the terms, conditions, guidelines and policies of any third party services used by
Affiliate in connection with the Affiliate Program, including but not limited to, email providers,
social networking services and ad networks.
Always prominently post and make available to end-users, including prior to the collection of any
clearly and thoroughly discloses all information collection, use, and sharing practices, including
providing for the collection of such personally identifiable information in connection with the
Affiliate Program and the provision of such personally identifiable information to Affvaly and
Clients for use as intended by Affvaly and Clients.
Always prominently post and make available to end-users any terms and conditions in
connection with the Offer set forth by Affvaly or Client, or as required by applicable laws
regarding such Offers.
Make sure to not place Affvaly ads on any online auction platform (i.e. eBay, Amazon, etc).
The following additional program-specific terms shall apply to any promotional programs set
Email Campaigns. For all email campaigns, Affiliate must download the “Suppression List” from
the Offers section of Affvaly. Affiliate shall filter its email list by removing any entries appearing
on the Suppression List and will only send emails to the remaining addresses on its email list.
Affvaly will provide an opt-out method in all Links, however, if any opt-out requests come
directly to Affiliate, Affiliate shall immediately forward them to Affvaly at
Hello@Affvaly.com. Affiliate’s emails containing the Links may not include any content other
than the Links, except as required by applicable law.
Affiliate agrees that failure to download the Suppression List and remove all emails from the
database before mailing may result in Commission withholdings, removal or suspension from all
or part of the Affiliate Program, possible legal action, and any other rights or remedies available
to Affvaly pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail
or market to any suppression files generated through the Affvaly network and that doing so
may result in Commission withholdings, removal or suspension from the Affiliate Program,
possible legal action, and any other rights or remedies available to Affvaly pursuant to this
Agreement or otherwise.
Advertising Campaigns. No Links can appear to be associated with or be positioned on chat
rooms or bulletin boards unless otherwise agreed by Affvaly in writing. Any
pop-ups/underused for the Affiliate Program shall be clearly identified as Affiliate served in the
title bar of the window and any client-side ad serving software used by Affiliate shall only have
been installed on an end user’s computer if the function of the software is clearly disclosed to
end-users prior to installation, the installation is pursuant to an affirmatively accepted and
plain-English end user license agreement and the software be easily removed according to
generally accepted methods.
Affiliate Network Campaigns. For all Affiliates that maintain their own affiliate networks, Affiliate
agrees to place the Links in its affiliate network (the “Network”) for access and use by those
affiliates in Affiliate’s Network (each a “Third Party Affiliate”). Affiliate agrees that it will expressly
forbid any Third Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its
Network according to the highest industry standards. Affiliate shall not permit any party to be a
Third Party Affiliate whose website or business model involves content containing Objectionable
Content. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require
and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this
Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third
Party Affiliate who takes or could reasonably be expected to take, any action that violates the
terms and conditions of this Agreement. In the event that either party suspects any wrongdoing
by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Affvaly
the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove
any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of
Affvaly in the Network upon written notice from Affvaly. Unless Affvaly has been provided
with all truthful and complete contact information for a Third Party Affiliate and such Third Party
Affiliate has affirmatively accepted this Agreement as recorded by Affvaly, Affiliate shall
remain liable for all acts or omissions of any Third Party Affiliate.
Except as otherwise provided in this Agreement or with the consent of Affvaly, you agree that
all information, including, without limitation, the terms of this Agreement, business and financial
information, customer and vendor lists, and pricing and sales information, concerning us or any
of our affiliates provided by or on behalf of any of them shall remain strictly confidential and
secret and shall not be utilized, directly or indirectly, by you for any purpose other than your
participation in the Affiliate Program, except and solely to the extent that any such information is
generally known or available to the public through a source other than you. Affiliate shall not use
any information obtained from the Affiliate Program to develop, enhance or operate a service
that competes with the Affiliate Program, or assist another party to do the same.
Limited License & Intellectual Property
We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access
our web site through the Links solely in accordance with the terms of this Agreement, for the
sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in
increasing sales through the Program Web Site. You may not alter, modify, manipulate or create
derivative works of the Links or any Affvaly graphics, creative, copy or other materials owned
by, or licensed to, Affvaly in any way. You are only entitled to use the Links to the extent that
you are a member in good standing of the Affiliate Program. We may revoke your license
anytime by giving you written notice. Except as expressly stated herein, nothing in this
Agreement is intended to grant you any rights to any of Affvaly’s trademarks, service marks,
copyrights, patents or trade secrets. You agree that Affvaly may use any suggestion,
comment or recommendation you choose to provide to Affvaly without compensation. All
rights not expressly granted in this Agreement are reserved by Affvaly.
This Agreement shall commence on the date of our approval of your Affiliate Program
application and shall continue thereafter until terminated as provided herein. You may terminate
your participation in the Affiliate Program at any time by removing all Links from your Media,
deleting all copies of the Links. We may terminate your participation in one or more Offers or
this Agreement at any time and for any reason which we deem appropriate with or without prior
notice to you by disabling the Links or providing you with a written notice. Upon termination of
your participation in one or more Offers or this Agreement for any reason, you will immediately
cease all use of and delete all Links, plus all Affvaly or Client intellectual property, and will
cease representing yourself as a Affvaly or Client affiliate for such one or more Offers. All
rights to validly accrued payments, causes of action and any provisions, which by their terms
are intended to survive termination, shall survive any termination.
In addition to any other rights and remedies available to us under this Agreement Affvaly
reserves the right to delete any actions submitted through your Links and withhold and freeze
any unpaid Commissions or chargeback paid Commissions to your account if (i) Affvaly
determines that you have violated this Agreement, (ii) Affvaly receives any complaints about
your participation in the Affiliate Program which Affvaly reasonably believes to violate this
Agreement or (iii) any Qualified Action is later determined to have not met the requirements set
forth in this Agreement or on the Affiliate Program. Such withholding or freezing of
Commissions, or chargebacks for paid Commissions, shall be without regard as to whether or
not such Commissions were earned as a result of such breach. In the event of a material breach
of this Agreement, Affvaly reserves the right to disclose your identity and contact information
to appropriate law enforcement or regulatory authorities or any third party that has been directly
damaged by your actions.
You must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). All emails sent in
connection with the Affiliate Program must include the appropriate party’s opt-out link. From time
to time, we may request – prior to your sending emails containing linking or referencing the
Affiliate Program that you submit the final version of your email to Affvaly for approval by
sending it to your Affvaly representative and upon receiving written approval from Affvaly of
your email the email may be transmitted to third parties.
It is solely your obligation to ensure that the email complies with the Act. You agree not to rely
upon Affvaly’s approval of your email for compliance with the Act, or assert any claim that you
are in compliance with the Act based upon Affvaly’s approval.
You are expressly prohibited from using any persons, means, devices, or arrangements to
commit fraud, violate any applicable law, interfere with other affiliates, or falsify information in
connection with referrals through the Links or the generation of Commissions or exceed your
permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using
automated means to increase the number of clicks through the Links or completion of any
required information, using spyware, using steelware, cookie-stuffing, and other deceptive acts
or click-fraud. Affvaly shall make all determinations about fraudulent activity at its sole
Representations and Warranties
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding
obligation, enforceable against you in accordance with its terms and that you have the authority
to enter into this Agreement. Subject to the other terms and conditions of this Agreement,
Affvaly represents and warrants that it shall not knowingly violate any law, rule, or regulation
which is applicable to Affvaly’s own business operations or Affvaly’s proprietary products or
In addition to any notice permitted to be given under this Agreement, we may modify any of the
terms and conditions of this Agreement at any time by providing you with a notification by email.
The changes will become effective ten (10) business days after such notice. If the modifications
are unacceptable to you, you may terminate this Agreement without penalty solely on the
account of such termination within such ten (10) business day period. Your continued
participation in this Affiliate Program ten (10) business days after a change notice has been
posted will constitute your acceptance of such change. In addition, Affvaly may change,
suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text,
graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any
request from Affvaly to remove, alter or modify any Link, graphic or banner ad that is being
used by Affiliate as part of the Affiliate Program.
You acknowledge that you have read this Agreement and agree to all its terms and conditions.
You have independently evaluated the desirability of participating in the Affiliate Program and
each Offer and are not relying on any representation, guarantee or statement other than as set
forth in this Agreement or on the Affiliate Program.
Affiliate hereby agrees to indemnify, defend and hold harmless Affvaly and Clients and their
respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners
and agents against any and all claims, actions, demands, liabilities, losses, damages,
judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs)
based on (i) any failure or breach of this Agreement, including any representation, warranty,
covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a
party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links,
Offers or Affvaly or Client intellectual property, or (iii) any claim related to your Media,
including but not limited to, the content contained on such Media (except for the Links).
Affvaly hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries,
affiliates, partners, and their respective directors, officers, employees, owners and agents
against any and all claims, actions, demands, liabilities, losses, damages, judgments,
settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on a
claim that Affvaly is not authorized to provide you with the Links.
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED
IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS
EXPRESSLY SET FORTH HEREIN, Affvaly EXPRESSLY DISCLAIMS ALL WARRANTIES,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND
NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING,
USAGE, OR TRADE. Affvaly DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR
LINKS WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF
THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR
UNINTERRUPTED. Affvaly EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR
OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. Affvaly DOES NOT
GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
Limitation of Liability
IN NO EVENT SHALL Affvaly BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY
OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR,
CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR
DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF Affvaly. IN NO
EVENT WILL Affvaly BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,
PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES,
INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS
OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT
Affvaly HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. Affvaly’S CUMULATIVE
LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF
LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO
AFFILIATE BY Affvaly IN COMMISSIONS DURING THE ONE (1) MONTH IMMEDIATELY
PRIOR TO SUCH CLAIM.
Governing Law & Miscellaneous
Affiliate shall be responsible for the payment of all attorneys fees and expenses incurred by
Affvaly to enforce the terms of this Agreement. This Agreement contains the entire agreement
between Affvaly and Affiliate with respect to the subject matter hereof, and supersedes all
prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees
that Affvaly shall not be subject to or bound by any Affiliate insertion order or online terms and
conditions that amend, conflict with or supplement this Agreement, regardless of whether
Affvaly “clicks through” or otherwise indicates its acceptance thereof. Affiliate may not assign
all or any part of this Agreement without Affvaly’s prior written consent. Affvaly may assign
this Agreement at any time with notice to Affiliate. This Agreement will be binding on and will
inure to the benefit of the legal representatives, successors and valid assigns of the parties
hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations
shall survive the termination of this Agreement. Except as set forth in the “Modifications” section
above, this Agreement may not be modified without the prior written consent of both parties. If
any provision of this Agreement is held to be void, invalid or inoperative, the remaining
provisions of this Agreement shall continue in effect and the invalid portion of any provision shall
be deemed modified to the least degree necessary to remedy such invalidity while retaining the
original intent of the parties. Each party to this Agreement is an independent contractor in
relation to the other party with respect to all matters arising under this Agreement. Nothing
herein shall be deemed to establish a partnership, joint venture, association or employment
relationship between the parties. No course of dealing nor any delay in exercising any rights
hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall
be deemed a continuing waiver or a waiver of any other breach or default.
By submitting an application to Affiliate Program, you affirm and acknowledge that you have
read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If
you do not wish to be bound by this Agreement, you should not submit an application to Affiliate
Program. If an individual is accessing this Agreement on behalf of a business entity, by doing
so, such an individual represents that they have the legal capacity and authority to bind such a
business entity to this Agreement. This Agreement was last revised on 19-05-2021
Special Note: Affvaly reserves all right to block/suspend any account at any time for anyreason. If Affvaly sees any frauds on any affiliate’s account Affvaly will block affiliates
immediately without any notice and has every right to not pay the balance. We will immediately
suspend all balance if we see any frauds
Please do not promote any offers to such countries who declared it as illegal if you do it then you are the only responsible person not Affvaly (For example: Do not promote any dating/adult offers in
Muslim countries which ban these or any gambling/crypto offers to countries that strictly ban it
like Bangladesh) Affvaly won’t take any responsibility of it, the individual publisher will take