General Terms and Conditions for Referral Program
dedicated to Customers and Promoters recruitment 

Effective Date: July 20th, 2020

PLEASE READ THIS REFERRAL PROGRAM General Terms CAREFULLY.

This is a contract between you (potential “Promoter”) and us (“BLU VELA SA”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some language is necessarily “legalese” but we have tried to make it as readable as possible.

The Referral Program General Terms applies to your participation in our Referral Program dedicated to Customers and Promoters recruitment (the “Referral Program”). These terms are so important that we cannot have you participate in our Referral Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Referral Program changes, ends, or becomes part of a new or existing program. If we update or replace the terms we will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

Definitions

“AD:VANTAGE” is the Platform designed and developed by BLU VELA SA, Switzerland. AD:VANTAGE Platform is related to various Internet sites: www.privedge.app, www.advn.shop, www.advn.market, www.advn.business, and Mobile Applications for Android and iOS (“Mobile App”, “App”, “ADVN App”) dedicated to Users and Mobile Applications for Android and iOS dedicated for Merchants (“POS App”).

“General Terms” or “Terms” means this Referral Program General Terms and Conditions and all materials referred or linked to in here.

“ADVN App” is mobile application developed by AD:VANTAGE dedicated to Customers.

“Affiliate Stores”, “Merchants” traditional (brick-and-mortar) stores or online stores activated in AD:VANTAGE.

“ADVN POS App” is mobile application developed by AD:VANTAGE dedicated to affiliate traditional (brick-and-mortar) stores which allows Customers to do Checkout.

“Checkout” is the process of scanning the QR code made by special scan feature in ADVN App created in POS App after Customer has made and paid their purchase.

“ADVN Coin” is decentralised digital currency or cryptocurrency or coin, based on AD:VANTAGE blockchain.

“Referral Program” means our Referral Program dedicated for Users and Promoters, as described in this General Terms.

“ADVN Gift Card” means Gift Card with at least 400 ADVN Coins which allows Customer or Promoter to purchase any product place on ADVN Marketplace: https://advn.market

“Promoter Activation” means process of activation of Customer as a Promoter of AD:VANTAGE. Customer become qualified to become Promoter after they purchased at least 1 ADVN Gift Card and after they followed procedure of Promoter Registration. The Process finish after AD:VANTAGE approve Customer request to become Promoter. After Promoter is approved it can log in in their Promoter Back office and could share Promoter and/or Customer Referral link. From that moment Promoter is eligible to gain Commissions.

“Commission” means a total amount of Commissions and Bonuses you will receive by Referral Program, including Gift Card Commissions, Affiliate Network Gift Card Commissions and Affiliate Purchase Commission.

“Customer Referral Link” means the unique tracking link you can find in your App in section Referral/Invite Friends, which you can share directly by ADVN App or promote through other channels.

“Referred Customer” means a Customer who has downloaded and activated their own ADVN App by your Customer Referral link if you have active Promoter status.

“Promoter Back Office” means the tool that we make available to you upon your acceptance into the Referral Program as a Promoter. You need to use Promoter Back Office in order to participate in the Referral Program. Referral Back Office site is: https://referral.privedge.app

“Promoter Referral Link” means the unique tracking link you can find in your Promoter Back Office under selection: Promoter Referral Link.

“Referred Promoter” means a Promoter who has been activated in AD:VANTAGE by your Promoter Referral Link.

“Affiliate Network” is a network build of Referred Promoters and their Referred Customers up to 10 levels far from you. For example, when you activated one Promoter they become your first level, if that Promoter activate another Promoter this new Promoter becomes your second level and so on, up to 10 far from you.

“Promoter Data” means all information that Promoter submits or collects via the AD:VANTAGE Products and all materials that Promoter provides or posts, uploads, inputs or submits for public display through the AD:VANTAGE Products.

“AD:VANTAGE Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

“Other Products” means those products and services that we offer, other than Gift Cards, and, for the purposes of this General Terms, Other Products include all of our marketing software, legacy sales and marketing products, and any implementation, customisation, training, consulting, additional support or other professional services, or fees for third-party products or services.

“We”, “us”, “our”, “ADVN” and “AD:VANTAGE” means BLU VELA SA, Via Cantonale 18, 6928 Manno (TI), Switzerland.

“You” and “Referral” and “Promoter” means the party, other than AD:VANTAGE, entering into this General Terms and participating in the Referral Program.

1. Non-Exclusivity

1.1. General Terms does not create an exclusive rights between you and us. Both You and We will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

2. Referral Acceptance

2.1. First step in Promoter Acceptance is that You apply to become Promoter on official Web page: https://referral.privedge.app. We will review your application and notify you whether you have been accepted to participate in the Referral Program, or not.

2.2. Before we accept an application, we may want to review your application, so we may reach out to you for more information. If we do not notify you that you are accepted to participate in the Referral Program within thirty (30) days from your application, your application is considered to be rejected.

2.3. If you are accepted to participate in the Referral Program, then upon notification of acceptance, the terms and conditions of this General Terms shall apply in full force and effect, until terminated, pursuant to the terms set forth below.

2.4. Your acceptance and participation in the Referral Program does not mean that you will be accepted into our other AD:VANTAGE Partner Programs, including our Certified Promoter Program. In order to participate in those programs, you will need to apply in accordance with the relevant application procedure.

2.5. As accepted Promoter you can apply to become Certified Promoter through Certified Promoter Program. First step is to follow AD:VANTAGE Omnichannel Education Program. Once you have completed Omnichannel education program you can apply to become a Certified Promoter. We may require that you complete certain additional requirements (like testing) or certification(s) before we accept your application for Certified Promoter. We will review your application and notify you whether you have been accepted as Certified Promoter, or not. 

2.6. You will comply with the terms and conditions of this General Terms at all times.

3. GIFT CARDS AND pURCHASES IN AFFILIATE STORES

3.1. We will pay you Gift Card Commission for each ADVN Gift Card sold to any Customer or Promoter by your Referral Link, provided that you remain eligible to receive Commission pursuant to the terms of this General Terms.

3.2. We will pay you Affiliate Network Gift Card Commission on any Gift Card sold by any Promoter registered in your Affiliate Network, provided that you remain eligible to receive Commission pursuant to the terms of this General Terms.

3.3. We will pay you Affiliate Purchase Commission, for purchase of any product or services by any Referred Customer or referred Promoter from your Affiliate Network in any affiliate offline or online store in AD:VANTAGE.

4. ELIGIBILITY

4.1. To be eligible for Gift Card Commissions or Affiliate Network Gift Card Commissions:

a) Your Promoter Referral Link or Promoter Referral link of any of your Promoters in your Affiliate Network must be accepted and valid in accordance with the ‘Acceptance and Validity’ section,

b) Gift Card must have been sold,

4.2. You are not eligible to receive Commission or any other compensation from us if:

a) the Commission payment has been obtained by fraudulent means, misuse of the Referral Link, in violation of any this Terms that we make available to you, misuse of the Referral Link, refused cookies by you or your firewall or browser for online purchase, or by any other means that we deem to breach the spirit of the Referral Program.

4.3. To be eligible for Affiliate Purchase Commissions:

a) Your Customer Referral Link or Customer Referral link of any of your Promoters in your Affiliate Network must be accepted and valid in accordance with the ‘Acceptance and Validity’ section and Customer needs to be connected with you or with your Promoters in your Affiliate link,

b) Customer’s or Promoter’s purchase in affiliate traditional (brick-and-mortar) stores in AD:VANTAGE must be registered on AD:VANTAGE Platform with ADVN POS App distributed to Affiliate Stores and Customer’s or Promoter’s purchase in affiliate online stores must be registered on AD:VANTAGE Platform trough ADVN affiliate marketing pixel (script).

4.4. You are not eligible to receive Commission or any other compensation from us if:

a) If Customer App (and its wallet) is not connected with your App (your wallet). AD:VANTAGE strongly advise you to check connection between your wallet and wallet of your Customers by sending request to: support@privedge.app

b) Customer does not make Checkout in affiliate traditional (brick-and-mortar) stores,

c) Customer refused use of cookies or their firewall or browser refuse use of cookies for online purchase, or

d) by any other means that we deem to breach the spirit of the Referral Program.

5. Acceptance and Validity

5.1. You will only be eligible for a Gift Card Commissions or Affiliate Network Gift Card Commissions if Gift Cards are sold trough your Promoter Referral Link or Promoter Referral link of Promoters in your Affiliate Network, generated by Promoter Back Office. Referral Links will be considered valid and accepted if, in our reasonable determination:

a) it is a new potential Customer or Promoter, and

b) is not, at the time of submission or thirty (30) days prior, one of our pre-existing Customers, or involved in active sales process.

5.2. Notwithstanding the foregoing, we may choose not to accept a Referral Link in our reasonable discretion.

5.3. A Referral Link is not considered valid if its first click on the Referral Link is after this General Terms has expired or terminated. 

5.4. You will only be eligible for a Affiliate Purchase Commission if:

a) Customer who has made Checkout is connected with you by your Customer Referral link or is connected with any Referred Promoter from your Affiliate Network,

b) if affiliate store didn’t make storno on that transaction,

c) If Merchant has paid their invoice delivered by AD:VANTAGE for that transaction.

6. Engagement with Prospects  

6.1. Once we have received the Customer or Promoter Referral Link information, we may elect to engage with the prospect Customer or Promoter directly, regardless of whether the Referral Link is valid. If a Referral Link is not valid then we may choose to maintain it in our database, and we may choose to engage with such Customer or Promoter. Any engagement between AD:VANTAGE and a Customer or Promoter will be at AD:VANTAGE’s discretion.

7. Commission and Payment 

7.1. Requirements for Commissions Payment

In order to receive Commissions under this General Terms, you must have:

a) agreed to the terms of this General Terms (generally completed through the process of activation of your account;

b) completed all steps necessary to create your account in the Referral Back-Office in accordance with our directions,

c) have a valid and up-to-date Revolut Ltd bank account and updated the Referral Back-Office with such account or IBAN from any other European Bank,

d) have activated at least 1 Promoter in the first 60 days of this contract,

e) completed any and all required tax documentation in order for AD:VANTAGE to process any payments that may be owed to you.

7.2. Notwithstanding the foregoing or anything to the contrary in this General Terms, if any of the requirements set forth in section 7.1. (a-e) remain outstanding for two (2) months, then your right to receive any Commission arising from any and all Customer and Promoter Activation with the associated Referral account will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you Commission associated with a Forfeited Transaction. Once you comply with all the requirements in section 7.1 (a-e), then you will be eligible to receive Commissions on Customer and Promoter Activation, as long as these Customer or Promoter Activation do not involve the same Customer or Promoter associated with a Forfeited Transaction.

7.3 Commission Amounts.

a) Gift Card Commission: you will receive 20% of amount paid by any personally Referred Customer for purchase of AD:VANTAGE (ADVN) Gift Card.

b) Affiliate Network Gift Card Commission: you will receive 5% of amount paid by any Referred Customer by your Referred Promoters from your Affiliate Network for purchase of AD:VANTAGE (ADVN) Gift Card.

c) Affiliate Purchase Commission: you will receive 0,5% of total amount of purchase registered in Affiliate Stores in AD:VANTAGE Alliance by ADVN POS APP for any Promoter or Customer in your Affiliate Network.

7.4. Weekly Report

You can follow all transaction connected with Gift Card Purchase in your Referral Back Office up to 10 depth from you. You can follow, also, total amount of Purchase made by Customers and Promoters from Affiliate Network, in any Affiliate Store in AD:VANTAGE.

Calculation of all Commissions is automatised and it is performed in real-time. Weekly Report contains all Commissions calculated in previous week which starts from Sunday 00:01 and finish at next Sunday 23:59. 

7.5. Commission Payment

a) We will pay the Commission amount approved only for payment arrived on BLU VELA SA account until Sunday 23:59. 

b) All commissions will be paid in EUR.

c) We will not pay more than one Commission payment or other similar referral fee on any given Gift Card sold or Customer Purchase in Affiliate Stores.

d) The Weekly Report is used as official document for Weekly Commission Payment.

e) We will pay Commissions each Wednesday for previous week.

7.6. Taxes.

You are responsible for payment of all taxes applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us.

8. Training and Support

8.1 Referral Training and Support 

We may make available to you, with or without charge, various webinars and other resources made available as part of our Referral Program. If we make such resources available to you, you will encourage Referred Promoters and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Referral Program benefits or offerings at any time without notice.

9. Trademarks

9.1. You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Referral Marks”) in connection with the Referral Program and this General Terms.

9.2. During the term of this General Terms, in the event that we make our trademark available to you within the Referral Back-Office, you may use our trademark as long as you follow the usage requirements in this section.  

You must:

  1. only use the images of our trademark that we make available to you, without altering them in any way;
  2. only use our trademarks in connection with the Referral Program and this General Terms; and
  3. immediately comply if we request that you discontinue use.  

You must not:

  1. use our trademark in a misleading or disparaging way;
  2. use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or
  3. use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

10. Proprietary Rights

10.1. AD:VANTAGE’s Proprietary Rights.  

No license to any software is granted by this General Terms. The AD:VANTAGE Products are protected by intellectual property laws. The AD:VANTAGE Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the AD:VANTAGE Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the AD:VANTAGE Content, or the AD:VANTAGE Products in whole or in part, by any means, except as expressly authorised in writing by us. AD:VANTAGE, the ADVN Coin logo, the AD:VANTAGE logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this General Terms.

10.2. We encourage all Customers, Promoters, Merchants and partners to comment on the AD:VANTAGE Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the AD:VANTAGE Products, without payment to you.

11. Confidentiality

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”),

  1. whether orally or in writing, that is designated as confidential, and
  2. Customer and/or Promoter or Merchants and prospect information, whether or not otherwise designated as confidential.

Confidential Information does not include any information that

  1. is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, or
  2. was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party.  

The Receiving Party shall:

    1. protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care,
    2. not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this General Terms,
    3. not disclose Confidential Information of the Disclosing Party to any third party, and
    4. limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state (cantonal), or local law, statute, rule or regulation, subpoena or legal process.

12. Opt Out and Unsubscribing

12.1. You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests.

12.2. For the duration of this General Terms, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests.

13. Term and Termination

13.1. Term.

This General Terms will apply for as long as you participate in the Referral Program, until terminated.

13.2. Termination Without Cause.  

Both you and we may terminate this General Terms on fifteen (15) days written notice to the other party.

13.3. Termination for General Terms Changes.

If we update or replace the terms of this General Terms, you may terminate this General Terms on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.

13.4. Termination for Cause.

We may terminate this General Terms:

  1. upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period,
  2. immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors,
  3. immediately, if you breach the terms applicable to your subscription with us (if you have one), or
  4. immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our Customers, Promoters or Merchants.

13.5. Effects of Expiration/Termination.  

Expiration of this General Terms, and termination of this General Terms:

  1. without cause by us,
  2. by you with cause,
  3. by you according to the ‘Termination for General Terms Changes’ section,

shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer or Promoter Gift Card purchase or purchase in any affiliate store could be recognised by us by the Cookies duration time. We will not pay you any Commissions or recognised by us after thirty (30) days after the date of such termination or expiration set out above.

Provided however, in the event of termination:

  1. without cause by you, or
  1. for cause by us,

our obligation to pay and your right to receive Commissions will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commissions after expiration or termination of this General Terms. Upon termination or expiration, you will discontinue all use of and delete the Referral Back-Office that we make available to you for your participation in the Referral Program. Upon termination or expiration, a Referral Link is not considered valid, and we may choose to maintain it in our database and engage with such a prospect.

Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Referral Program from your website(s) and other collateral.

14. Referral Representations and Warranties

14.1. You represent and warrant that:

  1. you have all sufficient rights and permissions to participate in the Referral Program and to provision AD:VANTAGE with Referral Link for our use in sales and marketing efforts or as otherwise set forth in this General Terms,
  2. your participation in this Referral Program will not conflict with any of your existing Agreements or arrangements; and
  3. you own or have sufficient rights to use and to grant to us our right to use the Trade Marks on your sites or other channels you use in Referral Program.

14.2. You further represent and warrant that:

  1. you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Referral Program (for example, by clearly stating you are an AD:VANTAGE Referral on any website(s) you own where you make a Referral Link available);
  2. you will accurately provide in the Referral Back-Office all websites and domains you own where you intend to use Referral Links to generate Referral Links;
  3. you will not purchase ads that direct to your site(s) or through a Referral Link that could be considered as competing with AD:VANTAGE’s own advertising, including, but not limited to, our branded keywords;
  4. you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited;
  5. you will not attempt to mask the referring URL information;
  6. you will not use your own Referral Link to purchase AD:VANTAGE products for yourself.

15. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and Referrals) by a third party not agreed with us to the extent that such Action is based upon or arises out of

  1. your participation in the Referral Program,
  2. our use of the prospect data you provided us,
  3. your noncompliance with or breach of this General Terms,
  4. your use of the Referral Back-Office, or
  5. our use of the Trade Marks.

We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defence or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defence or settlement of the claim. You shall not accept any settlement that:

  1. imposes an obligation on us;
  2. requires us to make an admission; or
  3. imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

16. Disclaimers; Limitations of Liability

16.1. Disclaimer of Warranties.

WE AND OUR COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE AD:VANTAGE PRODUCTS, AD:VANTAGE CONTENT, THE REFERRAL PROGRAM OR THE REFERRAL BACK-OFFICE FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) AND THE REFERRAL BACK-OFFICE MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE AD:VANTAGE PRODUCTS AND REFERRAL BACK-OFFICE ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE AD:VANTAGE PRODUCTS AND THE REFERRAL BACK-OFFICE NAD REFERRAL LINKS IN ADVN APP INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

  1. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
  1. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS GENERAL TERMS, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED GIFT CARD SOLD OR PURCHASE MADE IN AFFILIATE STORES IN THE THREE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
  2. Test Portal. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE TEST PORTAL THAT YOU USE.  WE DO NOT PROMISE TO MAKE THE TEST PORTAL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
  3. Cookie Duration. COOKIES USED AS PART OF THIS REFERRAL PROGRAM HAVE A 30 (THIRTY) DAY DURATION. IF A POTENTIAL CUSTOMER OR PROMOTER CLEARS THEIR COOKIES DURING THIS PERIOD, AD:VANTAGE SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

17. Non-Solicitation

17.1. You agree not to intentionally solicit for employment any of our employees or contractors during the term of this General Terms and for a period of twelve (12) months following the termination or expiration of this General Terms.  

17.2. Both you and we acknowledge that:

  1. any newspaper or other public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and
  2. this provision is not intended to limit the mobility of either our employees or contractors.

18. General

18.1. Amendment; No Waiver.

We may update and change any part or all of this General Terms, including by replacing it in its entirety. If we update or change this General Terms, the updated General Terms will be made available to you via internet site www.privedge.app, and we will let you know by email. The updated General Terms will become effective and binding on the next business day after we have notified you. When we change this General Terms, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this General Terms periodically.

18.2. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

18.3 Applicable Law.

This General Terms shall be governed by the laws of the Switzerland, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this General Terms or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the cantonal court in Lugano, Ticino, Switzerland.

18.4 Force Majeure.

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

18.5 Actions Permitted.

Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this General Terms may be brought by either party more than one (1) year after the cause of action has accrued.

18.6. Relationship of the Parties.

Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this General Terms.

18.7. Compliance with Applicable Laws.  

You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our Customers, Promoters and Merchants, or to the public. Export laws and regulations of the Switzerland and any other relevant local export laws and regulations may apply to the AD:VANTAGE Products. You will not directly or indirectly export, re-export, or transfer the AD:VANTAGE Products to prohibited countries or individuals or permit use of the AD:VANTAGE Products by prohibited countries or individuals.

18.8. Severability.

If any part of this General Terms is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this General Terms will continue in effect.

18.9. Notices.

Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

To BLU VELA SA.: BLU VELA SA., Via Cantonale 18, Manno, TI 6928,

To you: your address and contact data as provided in your Referral Back Office.

We may give electronic notices specific to you by email to your e-mail address(es) on record in your Back Office. We may give notice to you by telephone calls to the telephone numbers on record in your Back Office.

18.10. Entire General Terms.

This General Terms is the entire General Terms between us for the Referral Program and supersedes all other proposals and General Terms, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the AD:VANTAGE Products or dependent on any oral or written public comments made by us regarding future functionality or features of the AD:VANTAGE Products. It is the express wish of both you and us that this General Terms and all related documents be drawn up in English. We might make versions of this General Terms available in languages other than English. If we do, the English version of this General Terms will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this General Terms.

18.11. Assignment.

You will not assign or transfer this General Terms, including any assignment or transfer by reason of merger, reorganisation, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this General Terms to any Referral or in the event of merger, reorganisation, sale of all or substantially all of our assets, change of control or operation of law.

18.12. No Third Party Beneficiaries.  

Nothing in this General Terms, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this General Terms.

18.13. No Licenses.

We grant to you only the rights and licenses expressly stated in this General Terms, and you receive no other rights or licenses with respect to us, the AD:VANTAGE Products, our trademarks, or any other property or right of ours.

18.14. Sales by AD:VANTAGE.

This General Terms shall in no way limit our right to sell the AD:VANTAGE Products, directly or indirectly, to any current or prospective Customers, Promoters or Merchants.

18.15. Authority.

Each party represents and warrants to the other that it has full power and authority to enter into this General Terms and that it is binding upon such party and enforceable in accordance with its terms.

18.16. Survival.

The following sections shall survive the expiration or termination of this General Terms: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.

Exhibit A

AD:VANTAGE – GDPR Data Processing Addendum (Referrals)

This Data Processing Addendum (“Addendum”) sets out the terms that apply as between AD:VANTAGE and Marketing Referral when processing EEA personal data in connection with the Referral Program.  This Addendum forms part of the Referral Program General Terms. Capitalized terms used in this Addendum shall have the meanings given to them in the Referral Program General Terms (the “General Terms”) unless otherwise defined in this Addendum.  

Definitions:

  1. “controller,” “processor,” “data subject,” and “processing” (and “process”) shall have the meanings given to them in Applicable Data Protection Law;
  2. “Applicable Data Protection Law” means any and all applicable privacy and data protection laws and regulations applicable to the Personal Data in question, including, where applicable, EU Data Protection Law (in each case, as may be amended, superseded or replaced from time to time);
  3. “EU Data Protection Law” means: (i) the EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); and (ii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iii) any national data protection laws made under or pursuant to clause (i) or (ii); and (d) “Personal Data” means any information relating to an identified or identifiable natural person to the extent that such information is protected as personal data under Applicable Data Protection Law.

1. Purposes of processing

1.1. The parties acknowledge that in connection with the Referral Program, each party may provide or make available to the other party Personal Data.  Each party shall process such data: (i) for the purposes described the General Terms; and/or (ii) as may otherwise be permitted under Applicable Data Protection Law.

2. Relationship of the parties

2.1. Each party will process the copy of the Personal Data in its possession or control as an independent controller (not as a joint controller with the other party). For the avoidance of doubt and without prejudice to the foregoing, AD:VANTAGE shall be an independent controller of any Personal Data that it receives or shares with Referral in connection with the Referral Program.

3. Compliance with law

3.1. Each party shall separately comply with its obligations under Applicable Data Protection Law and this Addendum when processing Personal Data.  Neither party shall be responsible for the other party’s compliance with Applicable Data Protection Law. In particular, each party shall be individually responsible for ensuring that its processing of the Personal Data is lawful, fair and transparent, and shall make available to data subjects a privacy statement that fulfills the requirements of Applicable Data Protection Law.

4. International transfers

4.1. Where Applicable Data Protection Law in the European Economic Area (“EEA”), and/or its member states, United Kingdom and/or Switzerland (collectively for the purposes of this Addendum, the “EU’), applies to the Personal Data (“EU Personal Data”), neither party shall process any EU Personal Data (nor permit any EU Personal Data to be processed) in a territory outside the EU  unless it has taken such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. To the extent a Marketing Referral transfers EU Personal Data to AD:VANTAGE and AD:VANTAGE is located in a territory outside the EU that does not provide adequate protection for Personal Data (as determined by Applicable Data Protection Law), AD:VANTAGE agrees to abide by and process such EU Personal Data in accordance with the Standard Contractual Clauses for Controllers as approved by the European Commission and available at http://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A32004D0915 (as amended, superseded or updated from time to time) (“Model Clauses”), which are incorporated by reference in, and form an integral part of, this Addendum. AD:VANTAGE agrees that it is a “data importer” and the Marketing Referral is the “data exporter” under the Model Clauses (notwithstanding that AD:VANTAGE may be an entity located outside the EEA).

5. Security 

5.1. Each party shall implement and maintain all appropriate technical and organisational measures to protect any copies of the Personal Data in their possession or control from:

  1. accidental or unlawful destruction, and
  2. loss, alteration,

or unauthorised disclosure or access (a “Security Incident”) and to preserve the security and confidentiality of such Personal Data. Each party shall notify the other party without undue delay on becoming aware of any breach of EU Data Protection Law/Applicable Data Protection Law.