Ding Affiliate Network Terms and Conditions

DING AFFILIATE AGREEMENT

These participation terms and any other documentation referred to herein, including your program application form ("Terms"), contain the terms and conditions that govern your participation in the Ding Limited affiliate partner program ("Program").

"We," "us," or "our" means Ding Limited or its affiliated companies. "You" or "your" means the applicant. "Ding Site" means the ding.com website or such other site nominated by ding from time to time. "Your Site" means any site(s) and any software application(s) that you are authorized to link to the Ding Site.

PLEASE READ THESE TERMS CAREFULLY. THEY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND US AND CONTAIN EXCLUSIONS OF WARRANTIES AND LIMITATIONS OF LIABILITY.

By checking the box below, you are agreeing to these Terms. If you are applying to participate in the Program on behalf of a company or other entity, you warrant that you have the authority to bind that company to these Terms. You warrant that you are over the age of 18. If you are not willing to be bound by these Terms, you should not apply to join the Program.

We may modify these Terms or any other terms related to the Program at any time by posting a revised version of these Terms on the Ding Site. By continuing to participate in the Program following our posting of any changes, you agree to be bound by such updated terms. If any modification is unacceptable to you, your only recourse is to terminate your Program participation.

YOU ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

1. Purpose of the Program

The purpose of the Program is to permit you to advertise the mobile phone top-up service available on the Ding Site ("Top-up Service") on Your Site and to earn advertising fees for Eligible Transactions (defined in Section 5) entered into by your end users.

2. Program Application

You must submit a complete and accurate Program application form. We will evaluate your application and notify you of its acceptance or rejection. We may reject your application if we determine that Your Site is unsuitable for any reason in our sole discretion including, but not limited to, your site`s incorporation of images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, such as sites that facilitate illegal activity, depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporation of any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights.

You will ensure that the information in your Program application and otherwise associated with your account, including your email address, other contact information and identification of Your Site, is at all times complete, accurate, and up-to-date. You will be deemed to have received all notifications, approvals, and other communications sent to the email address then-currently associated with your Program account, even if the email address associated with your account is no longer current.

You may earn advertising fees only after we have approved your participation in the Program.

If at any time following your enrollment in the Program you become a resident of Colorado, North Carolina or Rhode Island, you will become ineligible to participate in the Program, and these Terms will automatically terminate, on the date you establish residency in that state. You must promptly notify us in writing of your Colorado, North Carolina or Rhode Island residency.

3. Ding Widget

Solely for the purposes of advertising Top-Up Services and directing end users to the Ding Site, you may display the Ding Widget, as provided by Ding to you, on Your Site. The "Ding Widget" consists of data, images, text and links to the Ding Site. Your use and placement of the Ding Widget is subject to our reasonable direction and approval.

We have the right to monitor your site at anytime and from time to time determine if you are in compliance with the terms of the Program.

We will have no obligation to pay you advertising fees if you fail to properly install the Ding Widget.

4. Order Processing

We will process Top-Up Service orders placed by end users who follow the link from Your Site, via the Ding Widget, to the Ding Site. The contract of sale for Top-Up Services is made directly between the end user and Ding. We reserve the right to reject orders that do not comply with any requirements on the Ding Site, as updated from time to time. We will track Eligible Transactions (defined in Section 5) for reporting and advertising fee accounting purposes and will make available to you reports summarizing those Eligible Transactions. The form, frequency and content of these reports may vary from time to time to our discretion.

5. Advertising Fees

Fees of 4% of total value of the Top-Up are paid to the affiliate after a referred account has successfully completed 3 Eligible transactions.

Payment will be made to the affiliate at the end of each month for the month pervious.

Subject to the exclusions below, an "Eligible Transaction" occurs when:

1. (a) an end user clicks through the Ding Widget or banner on Your Site to the Ding Site and places an order for Top-Up Services during that same internet session and

b) the Top-Up Service is delivered to and paid for by, the end user.

Or:

1. (a) an end user clicks through the Ding Widget or banner on Your Site to the Ding Site and

(b) registers with Ding as a first time user and

(c) thereafter places an order (or orders) for Top-Up Services, either during that same internet session or any internet session thereafter for a period of twelve (12) months and (d) each and every such Top-Up Service is delivered to and paid for by, the end user.

Eligible Transactions exclude, and we will not pay advertising fees on any of the following:

a) any Top-Up Service purchase that is not correctly tracked or reported because the links from Your Site to the Ding Site are not properly functioning;

b) any Top-Up Service order that is cancelled, returned or is determined by Ding to be the subject of fraud; and

c) any Top-Up Service purchased by an end user who is referred to the Ding Site through a Paid Advertisement

d) If the end user cannot be tracked by our system from the time of the linking on your site via the Ding Widget to the time of the sale.

The advertising rates we will pay you will be at the following rates:

1. For Eligible Transactions which occur in accordance with Clause 5, Section (1) we will pay you at a rate of 4% per Eligible Transaction or at such other rate as we may notify to you in writing.

2. For Eligible Transactions which occur in accordance with Clause 5, Section (2) we will pay you at a rate of 4% for each and every Eligible Transaction which occurs within a twelve (12) month period from the date of the end user`s first registration with Ding, or at such other rate as we may notify to you in writing.

The advertising fee is subject to change at any time or from time to time, in our sole and absolute discretion. All advertising fees are calculated on the base top-up amount only and net of any sales tax, VAT, foreign exchange rates, transaction fees or other taxes, duties and charges billed to the end user

"Paid Advertisement" means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers.

6. Advertising Fee Payment

We will pay you advertising fees on a monthly basis for Eligible Transactions paid for in a given month, subject to any applicable withholding or deduction required by law. We will pay you approximately 28 days following the end of each calendar month using the payment method you choose in the Program application form.

We will make all payments to you in the currency selected during the registration process and you are responsible for all bank charges in relation to payments we make to you. We may accrue and withhold advertising fees until the total amount due to you is at least €10.

We may be obliged by law to obtain tax information from you and you agree to provide us with all relevant information on request. We may withhold your advertising fees if you do not provide us with such information we reasonably consider necessary.

If we are required to refund a payment received in respect of a Top-Up Service order for any reason, including for fraud, you agree to repay us on demand the applicable advertising fee we paid you in respect of that Top-Up Service order and you authorize us to offset any such amount from any fees owed by us to you.

You agree that you are solely responsible for all tax obligations due to all taxing authorities arising from or in connection with your participation in the Program.

7. Responsibility for Your Site

You will be solely responsible for Your Site, including its development, operation and maintenance and for all materials that appear on or within it. We shall have no responsibility for the development, operation and maintenance of your site and for all materials that appear on your site.

You will disclose on Your Site how you collect, use, store, and disclose data collected from visitors in accordance with all applicable data protection laws and regulations.

You hereby represent and warrant to us that materials posted on your 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), and that materials posted on your site are not libellous or otherwise illegal. You must have express permission to use copyrighted material owned by another party or other proprietary material. We will not be responsible if you use copyrighted material from another party or other proprietary material in violation of the law.

You agree to defend, indemnify, and hold us, our affiliates and licensors, and our and their employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys` fees) relating to (a) Your Site or any materials that appear on Your Site; (b) your use of the Ding Widget, whether or not such use is authorized by or violates these Terms or applicable law; (c) your violation of these Terms; or (d) any other act or omission of yours, your employees` or agents`.

8. Non-Exclusive Limited License And Use Of Ding Marks

We grant you a non-exclusive, non-transferable, revocable right to (i) access our site through the Ding Widget solely in accordance with the terms of the Program, and (ii) solely in connection with such linking via the Ding Widget, to use our intellectual property rights including our logos, copyrighted material, trade names, trademarks and similar identifying material (collectively "Ding Marks"), solely for the purpose of advertising the Top-Up Service on Your Site on your site.. You may not alter, modify or change the Ding Marks. You may not otherwise use or display the Ding Marks without prior written permission of Ding. Permission is not to be construed as Ding giving you any legal ownership, interest or rights to Ding Marks.You acknowledge and agree that you will not infringe any Ding Marks.You agree not to engage, participate or otherwise become involved in any activity or course of action that diminishes and/or tarnishes the images and/or reputation of the Ding Marks.

The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of the Program.

9. Prohibitions

You must not make inaccurate, deceptive or otherwise misleading claims about the Top-Up Service, the Ding Site, or any of our policies, promotions or prices. You may not alter the appearance or function of the Ding Widget without our prior express written approval. You may not create a link from the Ding Widget to any other site other than the Ding Site.

You may not monitor, collect or retain any end user information submitted via the Ding Widget or to the Ding Site.

You will not misrepresent the relationship between us and you (including by expressing or implying that we support or endorse Your Site or your products or services).

10. Reservation of Rights; Feedback

Other than the limited rights and licenses expressly granted herein, we reserve all right, title and interest (including all Ding Marks) in and to the Ding Widget, the Program, any domain name owned or operated by us, and any other intellectual property and technology that we provide or use in connection with the Program.

If you provide us, directly or indirectly, with suggestions, reviews, modifications, data, images, text, or other information or content about an Ding product or service or in connection with this Program ("Feedback"), you hereby irrevocably assign to us all right, title, and interest in and to the Feedback and grant us a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to use, reproduce, perform, display, modify, adapt and distribute your Feedback and derivative works in any manner including the right to sublicense the foregoing rights to any other person or entity.

11. Compliance with Laws

You will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws that govern marketing email and data protection.

12. Representations and Warranties.

You hereby represent and warrant to us that your acceptance to the Program constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of the Program are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.

13. Term and Termination

The term of your participation in the Program will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either Party may terminate your participation in the Program at any time, with or without cause, by giving the other party written notice of termination.

On termination, for any reason, all your rights hereunder or otherwise relating to the Program. shall terminate and you will promptly remove from your site and delete or otherwise destroy all references to Ding and the Ding Widget from Your Site.

We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any fraud or returns). No termination of your participation in the Program will relieve either party for any liability for any breach of, or liability accruing under, these Terms prior to termination.

The confidentiality obligations set out in Clause 17 will survive termination of the Agreement.

On termination you may no longer use the Ding Widget or the Ding Marks on your site, or provide hyperlinks to the ding.com website.

On termination, all licenses granted hereunder shall terminate.

WE MAY DISCONTINUE THE PROGRAM, OR MAY CHANGE THE NATURE, FEATURES, SCOPE OR OPERATION OF THE PROGRAM AT ANY TIME AND FROM TIME TO TIME WITHOUT LIABILITY TO YOU.

14. Relationship of Parties

You and we are independent contractors and nothing in these Terms or otherwise will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that contradicts or may contradict anything in this section.

15. Disclaimer

THE PROGRAM, THE DING WIDGET, THE DING MARKS, AND ALL TECHNOLOGY, SOFTWARE, MATERIALS, DATA, IMAGES, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "DING MATERIAL") ARE PROVIDED "AS IS." NEITHER WE NOR OUR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE DING MATERIAL. WE DISCLAIM ALL WARRANTIES WITH RESPECT TO THE DING MATERIAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

16. Limitation of Liability

WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THESE TERMS, THE PROGRAM, AND THE PERFORMANCE OF OBLIGATIONS THEREUNDER OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THESE TERMS, THE PROGRAM, OR OTHERWISE WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OCCURRED.

17. Law and Jurisdiction

Any dispute arising between us relating to the Program or these Terms shall be governed by the laws of the Republic of Ireland and you and we submit to the exclusive jurisdiction of the courts of the Republic of Ireland. Notwithstanding anything to the contrary in these Terms, we may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity`s intellectual property or proprietary rights.

18. Confidentiality

We may disclose to you certain information as a result of your participation as part of the Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of the Program, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of the Program made specifically for your site and not generally available to other members of the Program, website, business and financial information relating to Ding, customer and vendor lists and pricing and sales information for Ding and any members of the Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement.

You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or third person use of the information.

19. Miscellaneous

You may not assign these terms or your rights under the Program, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, these Terms will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of these Terms will not constitute a waiver of our right to subsequently enforce this provision or any other provision. In the event of any conflict between these Terms and any other Program documentation, these Terms will control except where an amendment has been agreed in a signed document between you and us. Headings are for ease of reference only and shall not affect the interpretation of these Terms.

Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under these Terms, may be made, taken, or given in our sole discretion.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND DING LIMITED. BY CLICKING ON THE "I ACCEPT" BUTTON IN YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF.