Affiliate Terms and Conditions

1Acceptance and eligibility

1(a)The Affiliate accepts these Terms by clicking to accept them on the Affiliate Dashboard. The Company records the date and version so accepted.

1(b)No Commission is payable before acceptance.

1(c)The Affiliate warrants that it is at least 18 years old and has capacity to enter into these Terms.

1(d)The Affiliate must not be resident or established in, and must not act on behalf of any person in, a country or on a list subject to applicable trade sanctions. The Company may decline or suspend payment where it cannot lawfully make it.

2Appointment and Affiliate Code

2(a)The Company appoints the Affiliate on a non-exclusive, non-transferable basis to promote the Services in accordance with these Terms.

2(b)The appointment confers no exclusivity over any territory, channel, or audience. The Company may appoint other affiliates on different Commercial Terms and may market the Services directly.

2(c)The Affiliate has no authority to enter into commitments on the Company's behalf, to make representations about the Services beyond those published by the Company, or to hold itself out as the Company's agent.

2(d)The Company issues the Affiliate Code. It is personal to the Affiliate and may not be transferred, sublicensed, or published on any coupon, deal, or voucher aggregator without the Company's prior written consent.

2(e)A customer is attributed to the Affiliate only where the Affiliate Code is applied within the Overnewz application before the Subscription is purchased. Attribution is by code only; the Company operates no cookie-based or click-based tracking.

2(f)Where more than one Affiliate Code could apply, the Company's records are determinative.

2(g)The Company may invalidate or reissue an Affiliate Code at any time, including where a code or link is suspected of being compromised.

3Commission and excluded transactions

3(a)Subject to these Terms, the Company shall pay the Affiliate Commission on each Qualifying Payment, calculated by applying the commission rate in the Commercial Terms to the Gross Receipts for that Qualifying Payment.

3(b)Commission accrues only when a Qualifying Payment is settled. No Commission accrues on downloads, installations, trial activations, sign-ups, or unpaid or failed invoices.

3(c)Commission is payable only in respect of Qualifying Payments settled within the commission period stated in the Commercial Terms.

3(d)The Commercial Terms displayed on the Affiliate Dashboard govern. Where any statement made in correspondence conflicts with the Affiliate Dashboard, the Affiliate Dashboard prevails, save in the case of manifest error.

3(e)The Company may vary the Commercial Terms in accordance with clause 5. Qualifying Payments attributable to Referred Customers acquired before the effective date of a variation continue to be remunerated on the Commercial Terms in force when that Referred Customer was acquired.

3(f)No Commission accrues in respect of:

• (i)any payment refunded, reversed, charged back, disputed, or otherwise not retained by the Company;
• (ii)any Subscription obtained through conduct in breach of clause 8; and
• (iii)any Subscription the Company reasonably determines to be fraudulent or artificially generated.

3(g)Where the Company withholds or reverses Commission under this clause it shall notify the Affiliate, stating its reasons.

4Payment and clawback

4(a)Commission accrues on settlement of the Qualifying Payment to which it relates.

4(b)The Company shall pay all Commission accrued in respect of Qualifying Payments settled during a calendar month on or before the 15th day of the following calendar month. No minimum balance applies.

4(c)Payment is made in US dollars by bank transfer to an account nominated by the Affiliate in writing. The Affiliate bears any transfer, intermediary, or currency-conversion charges levied by its own institution or by any intermediary bank.

4(d)All sums are stated gross. The Affiliate is solely responsible for determining, declaring, and discharging its own taxes and social contributions in its own jurisdiction, and shall issue a valid invoice where the law applicable to it so requires. The Company may withhold payment pending receipt of any tax or identity documentation it is legally required to obtain.

4(e)If the Affiliate believes a Commission figure is wrong, it should tell the Company and the Company will review it. Any such query should be raised within 60 days of the relevant Affiliate Dashboard entry appearing, after which the figure is treated as accepted.

4(f)Where Commission has been paid in respect of a payment subsequently refunded, reversed, or charged back, an amount equal to that Commission (the "Clawback Amount") becomes repayable.

4(g)The Company will normally recover the Clawback Amount by setting it off against Commission otherwise payable, and will only ask the Affiliate to repay a shortfall where no further Commission is due. Any such shortfall is repayable within 30 days of written demand.

4(h)Refunds, reversals, and chargebacks are the only circumstances in which Commission already paid is recoverable, save where clause 3(f)(ii) or (iii) applies.

5Changes to these Terms

5(a)The Company may vary these Terms and the Commercial Terms at any time. Any variation takes effect on the first day of the calendar month following the month in which written notice of it is sent to the email address the Affiliate provided on acceptance. Notice of a variation is also shown on the Affiliate Dashboard.

5(b)Continued participation after the effective date constitutes acceptance of the variation; the Company may require acceptance to be recorded in the manner set out in clause 1(a).

5(c)Variations do not apply retrospectively to Commission already accrued, and clause 3(e) governs Referred Customers acquired before the effective date.

5(d)An Affiliate who does not accept a variation may terminate under clause 9(b) without prejudice to Commission already accrued.

6Intellectual property

6(a)The Company grants the Affiliate a non-exclusive, non-transferable, revocable licence, for the term of this agreement, to reproduce and display the Overnewz name, logo, and promotional materials solely to promote the Services in accordance with these Terms.

6(b)The Affiliate shall use such materials only in the form supplied and shall not alter them without the Company's prior written consent.

6(c)All intellectual property rights in the Services and the Company's brand remain vested in the Company. Nothing transfers any such right, and all goodwill arising from the Affiliate's use accrues to the Company.

6(d)The licence terminates automatically on termination of this agreement. The Affiliate shall immediately cease any further use of the Company's name, logo, and promotional materials, and shall remove them from existing content within its control as soon as reasonably practicable and in any event within 7 days.

7Data protection and confidentiality

7(a)The Company does not disclose personal data relating to Referred Customers to the Affiliate. The Affiliate Dashboard displays aggregate figures only.

7(b)Because that data is not shared, the Affiliate shall not seek to identify any Referred Customer or ask the Company to provide such information.

7(c)Each Party acts as an independent controller in respect of personal data it processes under these Terms and shall comply with the data protection law applicable to it, including Regulation (EU) 2016/679 where applicable.

7(d)Each Party shall keep confidential the Commercial Terms and the contents of the Affiliate Dashboard, and shall not disclose the same to any third party without the other Party's prior written consent.

7(e)Clause 7(d) does not apply to information that is or becomes public through no breach by the disclosing Party, or whose disclosure is required by law or by a competent authority.

8Affiliate obligations

8(a)Disclosure. The Affiliate shall clearly and conspicuously disclose, in each item of promotional content, that it receives compensation in connection with the promotion of the Services, and shall comply with all advertising and endorsement-disclosure rules applicable to it.

8(b)Accuracy. The Affiliate shall describe the Services accurately and shall not make any statement concerning their function, performance, or availability that is not published by the Company.

8(c)No financial advice. The Affiliate shall not present the Services as financial, investment, or trading advice, nor represent, expressly or by implication, that use of the Services will produce any trading outcome or financial return.

8(d)Prohibited practices. The Affiliate shall not:

• (i)bid on, or procure the bidding on, "Overnewz" or any confusingly similar term in any paid search or advertising platform;
• (ii)direct paid traffic to any Company-operated domain;
• (iii)cloak, mask, frame, or redirect links so as to obscure their origin or destination;
• (iv)distribute unsolicited bulk communications;
• (v)register or use any domain name, social media handle, or application name incorporating "Overnewz" or a confusingly similar term;
• (vi)impersonate the Company or represent that any communication originates from it; or
• (vii)promote the Services in association with unlawful, deceptive, adult, or hateful content.

8(e)The Affiliate is responsible for complying with the laws that apply to its own promotional activity in its own country.

9Term and termination

9(a)This agreement commences on acceptance and continues until terminated. Commission on each Referred Customer runs only for the commission period stated in the Commercial Terms; that period expiring ends commission on that Referred Customer but does not end this agreement, and a Referred Customer acquired later starts a fresh period.

9(b)Either Party may terminate at any time, for any reason, on written notice, with immediate effect. Commission validly accrued before termination remains payable under clause 9(e).

9(c)The Company may suspend the Affiliate Code and withhold payment with immediate effect where it reasonably suspects a breach of clause 8, pending investigation.

9(d)On termination the Affiliate shall immediately cease promoting the Services and using the Affiliate Code.

9(e)Commission validly accrued before termination remains payable in accordance with clause 4(b), save where clause 3(f) or clause 9(f) applies.

9(f)Where the Company terminates for breach of clause 8, it may withhold Commission attributable to the transactions affected by that breach.

9(g)On termination the rights and obligations of the Parties cease, except for those provisions which by their nature are intended to apply after termination, which continue in force.

10Warranties and indemnity

10(a)The Affiliate warrants that it has the capacity to enter into these Terms and that its promotional activity will comply with clause 8 and with applicable law.

10(b)Where a third party or a regulator brings a claim against the Company arising from the Affiliate's own promotional content, or from conduct in breach of clause 8, the Affiliate shall cover the Company's resulting losses and reasonable costs. This does not apply to any claim arising from the Services themselves, from materials supplied by the Company, or from any act or omission of the Company.

10(c)The Company shall tell the Affiliate about any such claim promptly, shall allow the Affiliate to take part in defending it, and shall not settle it without the Affiliate's agreement, which shall not be unreasonably withheld.

11Disclaimer and limitation of liability

11(a)The Services are provided to end users on the Company's published terms. The Company gives the Affiliate no warranty as to the availability, continuity, or performance of the Services, or as to any level of earnings.

11(b)No representation is made that participation will generate any particular volume of Referred Customers or Commission.

11(c)Neither Party excludes liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be excluded.

11(d)Subject to clause 11(c), neither Party is liable for indirect or consequential loss, loss of profit, or loss of opportunity.

11(e)Subject to clause 11(c), each Party's aggregate liability under these Terms — including the Affiliate's liability under clause 10(b) — is limited to the total Commission paid to the Affiliate in the 12 months preceding the event giving rise to the claim.

12Relationship and assignment

12(a)The Affiliate is an independent contractor. Nothing in these Terms creates employment, agency, partnership, or joint venture between the Parties. The Affiliate is not entitled to any employment benefit.

12(b)The Affiliate may not assign or transfer any right or obligation under these Terms without the Company's prior written consent.

12(c)The Company may assign these Terms in connection with a transfer of its business or assets.

13General and governing law

13(a)These Terms, together with the Commercial Terms, constitute the entire agreement between the Parties in respect of their subject matter and supersede all prior discussions, including any correspondence exchanged before acceptance. The Commercial Terms shown on the Affiliate Dashboard are intended to reflect what was agreed in that correspondence, and the Affiliate should check that they do so before accepting; if they do not match, the Affiliate should contact the Company rather than accept.

13(b)If any provision is held unenforceable, the remainder continues in force and that provision is to be modified to the minimum extent necessary to make it enforceable.

13(c)Failure or delay in enforcing a provision is not a waiver of it.

13(d)Notices to the Affiliate shall be given by email to the address provided by the Affiliate on acceptance, and may in addition be displayed on the Affiliate Dashboard. A notice sent by email is deemed given on the next business day after sending. The Affiliate shall keep that address current and may update it by written notice to the Company. Notices to the Company shall be sent to support@overnewz.com.

13(e)These Terms are governed by Hungarian law.

13(f)The courts of Hungary have exclusive jurisdiction, save where mandatory law in the Affiliate's country of residence confers jurisdiction elsewhere or affords the Affiliate protection that cannot be derogated from by agreement.

14Definitions

14(a)"Affiliate Code" means the unique code issued to the Affiliate by the Company for attributing Referred Customers.

14(b)"Affiliate Dashboard" means the private web page made available to the Affiliate, setting out the Commercial Terms and the Affiliate's accrued Commission.

14(c)"Commercial Terms" means the commission rate, commission period, and any cap or other individual term applicable to the Affiliate, as displayed on the Affiliate Dashboard.

14(d)"Commission" means the amount payable to the Affiliate under clause 3.

14(e)"Gross Receipts" means the amount actually paid by a Referred Customer for a Subscription, before deduction of payment-processing fees, but excluding any value-added tax, sales tax, or equivalent transaction tax collected by the Company on behalf of a tax authority.

14(f)"Qualifying Payment" means a payment for a Subscription that is successfully settled, attributable to the Affiliate under clause 2, and not excluded under clause 3.

14(g)"Referred Customer" means a person who applies the Affiliate Code in the Overnewz application and subsequently purchases a Subscription.

14(h)"Services" means the Overnewz desktop application and associated services.

14(i)"Subscription" means a paid subscription to the Services.