Affiliate Marketing Program

General Terms and Conditions of Engagement - Affiliates

Introduction

Soicos S.A., under its registered trademark SOICOS® and its domain name soicos.com, makes available to affiliates and advertisers an affiliate marketing program consisting of a platform (hereinafter "platform"), which allows registered advertising space providers (hereinafter "affiliate") to participate in Soicos' customer affiliate programs (hereinafter "advertiser").

The purpose of this affiliate program is to provide a linking service through electronic means of communication, in order to support the advertiser in the sale of its products and services on the network. Registration on this platform is free of charge for affiliates. In turn, the advertiser rewards its affiliate for each click, lead or sale generated by the users that the affiliate has referred. SOICOS intervenes acting as a high value-added intermediary, providing the technological-administrative infrastructure and charging a percentage to the advertiser for the performance generated.

The participation of the affiliates in the SOICOS affiliate program is subject to the following terms and conditions of contract (T&C). They also regulate the obligations of the affiliates towards the advertiser.

1. Scope of application

Deliveries, services, offers and contracts that take place between SOICOS and the affiliate are exclusively governed by these T&Cs.

As far as there is no agreement to the contrary between SOICOS and the affiliate, any restrictions, modifications or additions to these T&C require for their validity the written form. The employees of SOICOS are not authorized to agree on ancillary restrictions or to give guarantee in verbal form.

2. Definitions

In the present T&C and in all the advertiser's contracts with SOICOS the terms below shall mean the following:

Affiliate account: An account is the access to the SOICOS platform obtained after registration by the affiliate according to the data correctly and completely provided by the affiliate - including the data of the main domain and the exact category to which it belongs.

Valid click: A click is valid if the user has voluntarily and consciously clicked on a link of the advertiser placed on the web page of the SOICOS affiliate program affiliate, thus accessing the advertiser's linked page. Clicks on several links by the same user are not allowed, while repeated clicks within a short period of time are not considered valid. For this purpose, a filter checks whether several clicks correspond to the same IP number and - if so - only the first click is counted. The clicks related to a chain campaign, as for example the sending of a message by cellular phone, the participation in games of chance or the use of the clicks in a paid e-mail system, are forbidden without prior written authorization by SOICOS. No payment will be made for the aforementioned clicks. Valid clicks will be recorded, verified and determined at SOICOS' discretion based on SOICOS' transaction system.

Those programs with CPC (Cost per click) purchase model, will only be able to receive referred traffic from sites declared in the Soicos account. Those clicks generated through traffic buying platforms or marketplaces, without express authorization from Soicos, will not be valid.

Valid registration: A contact made is valid if the user has made a valid click on the advertiser's page and then proceeded to a specific action called a qualified action. Valid contacts will be determined as well as valid clicks, for which purpose SOICOS will record, verify and establish, at its discretion, the validity of the execution of the qualified action.

Valid sale: A sale is valid if a user executes a valid click and consequently calls the advertiser's website voluntarily and consciously and then purchases a product or uses a service, in both cases for consideration. Valid sales will be determined, as well as valid clicks, by SOICOS will judge the validity of the purchase of a product or the use of a service made for valuable consideration by the user that have been registered and verified in the advertiser's system.

Link: The link is a referral to the advertiser's website that, through the platform, has been made available by the affiliate for visitation, being the same indicated as a link, indicating its content and form. Said link will be used by the affiliate without any modification whatsoever.

Affiliate program with pay-per-click or pay-per-visit model: Also known as CPC. The provision of a link on the affiliate's web page entitles SOICOS and the affiliate to a remuneration for the referral of visitors to the advertiser's web page.

Affiliate program with pay-per-record model: (fixed amount per contact made). Also known as CPL. The provision of a link on the affiliate's website entitles SOICOS and the affiliate to a remuneration for the referral of visitors to the advertiser's website and for the fact of leaving their data through a form.

Affiliate program with pay-per-sale model: (percentage commission for each valid sale or lump sum payment). The provision of a link on the affiliate's web page entitles SOICOS, and subsequently the affiliate, to receive payment for forwarding visitors from the affiliate's web page to the advertiser's web page and for intermediation in the sale of products or provision of services of the advertiser.

User: Any natural person who voluntarily and deliberately clicks on the Affiliate's website and the Advertiser's website, i.e. without coercion or deception, and without receiving any compensation from the Affiliate or any third party.

Website (of the affiliate): The web page is the virtual offer of the affiliate, under the (main) domain indicated and registered by this one in the affiliate account in SOICOS, whose content, domain or subpage coincide with the data controlled by the advertiser, having the same -also- been assigned to the main domain in the affiliate account in SOICOS. The site of the affiliate must be active and of public access.

Web page (of the advertiser): It is the virtual offer of the advertiser under URL correctly indicated by this one, under which the advertiser sells or promotes its products or its services, according to the regime of the program of affiliation and through the affiliate that has made referral by means of its link.

3. Registration on the SOICOS platform

3.1. The affiliate accepts these T&Cs by registering for an affiliate account.

3.2. The affiliate is liable to SOICOS and the advertiser for the completeness and accuracy of the data provided. The affiliate is obliged to keep the data and information concerning his affiliate account up to date. The affiliate is not authorized to enter different personal data when registering different affiliate accounts.

3.3. The Affiliate is obliged to insert advertiser banners in the same language as the language of the Affiliate's site. The same applies to the respective registrations, which SOICOS will cancel without notice.

3.4. The registration aimed at obtaining an affiliate account which has been confirmed by SOICOS, and the sending by e-mail of the access data, does not prove the conclusion of a contract between SOICOS and the affiliate. The receipt of the affiliate account gives the affiliate in the first place the possibility to apply as a candidate for the affiliate program of an advertiser.

4. Offer and conclusion of the contract

4.1 Between SOICOS and the affiliate will conclude a contract of provision of services to promote the sale of products and services of the advertiser in the network, according to the present T&C, remunerated according to the obtained results and the table on the SOICOS web site.

4.2 The affiliate will communicate its interest to participate in an affiliate program by means of the corresponding candidacy of its web site to SOICOS. The offer made by the affiliate cannot be composed of conditions or reservations that differ from the present T&Cs. The affiliate will be subject to its offer vis-à-vis SOICOS for the term of four weeks, counted from the delivery of its offer (application) to SOICOS. In this term of four weeks SOICOS will be able to accept the offer (request), otherwise, it is understood that the same one has been rejected.

4.3 The acceptance of the offer (application) made to SOICOS will be declared by the advertiser. The acceptance of the offer (application) will take place by the acceptance of the offer (application) from the affiliate page in a certain affiliate program and exclusively under the conditions mentioned on the platform. SOICOS is entitled, by itself or through the advertiser, to reject the offer of the affiliate in the affiliate program without mentioning any reason. The rejection of the offer (application) does not entitle the affiliate to any claims against SOICOS or the advertiser.

4.4 With the acceptance of the offer (application) the affiliate is authorized, but not obligated, to provide services in order to support the respective advertiser within the framework of these T&Cs. SOICOS does not have any right to obligate the affiliate to the accomplishment of the contract but, if the affiliate renders his services, the same ones will have to be realized according to the present T&C and will be paid in accordance with the same ones.

5. Right to manage the service. Provision of services

5.1. SOICOS is entitled to continuously improve the platform and to adapt it to the respective technical progress.

5.2. SOICOS is also entitled to transfer the provision of services or parts thereof to third party service providers or subcontractors for independent execution.

6. Remuneration

6.1. SOICOS allows the affiliate to participate in affiliate programs with pay-per-click model, in those with pay-per-contact model, in affiliate programs with pay-per-sale model or in programs resulting from a combination of them. The affiliate is only entitled to payment in the event of valid clicks, leads or sales generated under its affiliate account in accordance with these T&Cs.

6.2. In the case of affiliate programs on a pay-per-click or pay-per-visit basis, the affiliate will be credited with a fixed amount for each valid click. SOICOS will publish on the platform the amount of the remuneration that will be credited to the affiliate for each valid click.

6.3. The clicks that are not generated by the link and/or on the affiliate's page will not be paid. Clicks generated automatically by means of a technical mechanism (e.g. click generators) as well as clicks generated by force or deception will not be paid.

6.4. After a daily evaluation all valid clicks will be credited to the affiliate's SOICOS account. The credit in favor of the affiliate does not imply any recognition of the validity of the registered clicks.

6.5. For the effects of the payment to the affiliate in programs of affiliates with model of payment by contact, of payment by sale, or in programs that result from the combination of this type of programs, the dispositions indicated in the points "6.2." to "6.3." will be applied respectively. The credit in favor of the affiliate does not imply any recognition of the fulfillment of all the conditions of the affiliate program or of the validity of the registered contacts or sales. In the case of affiliate programs with a percentage sales payment model, the payment will be calculated on the net sales price of the product or service rendered (not including additional services or VAT)

7. Form of payment

7.1. SOICOS will inform of the remuneration accumulated monthly in favor of the affiliate according to the established in the point "6." for all the programs of affiliates and for all the accounts of the affiliate.

In case of lack of payment, partial or total, on the part of the advertiser of the generated invoices, SOICOS will not have any obligation to release payments to the affiliates in that period. The affiliate will be informed monthly by email or via the platform about the amount of the payment expected until then in the affiliate's account. SOICOS will remunerate the affiliate as long as the amount to pay for the exercise of the month to settle reaches as minimum the net amount of dollars twenty-five (USD 25). In case of being the net amount to pay inferior to dollars one hundred (USD 25)], SOICOS will not proceed to the payment but in the month in which all the credits accrued in the account of the affiliate reach the minimum net amount of dollars twenty-five (USD 25)]. SOICOS will register the credit corresponding to each payment according to the applicable fiscal regulation. The credit of the affiliate in the affiliate's account will not generate interest.

7.2. The payment of the remuneration will be carried out, in its case, without a final control on the part of SOICOS tending to determine if the credits registered in the affiliate's account are based on valid clicks, contacts or sales, according to the present T&Cs.

SOICOS will have the right to debit the affiliate's account within thirty (30) days after the payment or, if necessary, to demand the refund of the amount paid, in the case that a click, contact or sale is based on a manipulation, a deception or a violation of the conditions of the affiliate program or the present T&C, or if the validity of the click or the visit, contact or sale cannot be verified after a control, because of other reasons, according to the present T&C. SOICOS reserves the right to demand the refund of the payment made even after the expiry of this deadline, if SOICOS proves that the payment to the affiliate was not based on a right to payment based on a valid click, contact or sale.

7.3. The payment of the remuneration to all affiliates will be made according to the advertiser's coverage credit in SOICOS for the respective affiliate program. SOICOS obligates to such extent the advertiser so that this one assumes the emergent remuneration corresponding to the previous month and/or the amount foreseen for a sufficient coverage of the credits of the affiliate. But SOICOS does not assume the commercial risk of payment on the part of the advertiser. Thus, if in spite of a request on the part of SOICOS the advertiser does not take charge of the coverage of the outstanding payments for the affiliates within two weeks, the affiliate is entitled to require the payment to the advertiser, without recourse to SOICOS.

8. Obligations of the affiliate vis-à-vis SOICOS and the advertiser

8.1. The affiliate is obliged, within the scope of its technical capabilities, to set up and present its web page all entries in search engines, indexes or link lists of third parties in such a way that users generate valid clicks or visits, valid contacts or valid sales exclusively on the advertiser's page.

8.2 SOICOS provides the affiliate with the necessary links as well as the URL of the respective advertiser's page for the participation in an affiliate program. The affiliate may not modify the HTML code or the banner of the advertiser, which is made available to SOICOS by the advertiser. The advertising media made available may only be used on the affiliate's website. The use of such advertising media is permitted only in connection with participation in an affiliate program.

Any provision of information or advertising media to third parties is prohibited.

8.3. The use of names, trademarks or trade names of SOICOS or a third party, in particular those of advertisers, is only permitted if the affiliate has been authorized by the holder of these rights. The affiliate undertakes to design its website in such a way that the industrial property rights of third parties, including intellectual property rights, are not infringed and that the applicable law, in particular data protection, is not violated.

8.4. The sending of e-mail advertising SOICOS or affiliate programs is only permitted subject to legal regulations.

8.5. The affiliate is obliged to set up his website in accordance with the legal regulations for consumer protection.

Images of violence, overtly sexual, pornographic content or discriminatory statements with regard to race, sex, religion, nationality, disability, sexual inclinations or age are prohibited on the affiliate's website and/or in connection with the participation in the SOICOS affiliate programs. The design of the website must not lend itself to damage the reputation or appreciation of the product or service provision, the brand or SOICOS, the advertiser or the advertiser's competitors.

8.6. These provisions of point "8." also apply if the affiliate refers via a link to third party websites.

8.7. SOICOS can place as many links (referring to the advertiser) as it wishes anywhere on the affiliate's web page. SOICOS can -also- demand a change in the location of the link, if it damages the reputation or appreciation of the product or service provision, the brand or SOICOS or the advertiser.

8.8. The obligations of the affiliate stipulated in this point "8." will be assumed by the affiliate, also for the benefit of the respective advertiser.

8.9. Prohibited Uses: The Affiliate shall not perform the following actions or authorize or incite any third party to do so: generate, directly or indirectly, clicks or conversions in Soicos Ads, nor shall it perform repeated manual clicks, the use of robots or other automated query tools. You acknowledge that any attempt to engage in or violation of any of the foregoing provisions constitutes a material breach of this Agreement and that SOICOS may pursue all legal and equitable remedies available to it against you, including immediate suspension of your account, and the initiation of any civil or criminal action available to Soicos.

9. Affiliate account and duration of the contract

9.1. The affiliate's account on the SOICOS platform is granted for unlimited time.

9.2. The affiliate is obliged to declare on which of his own sites the advertiser's banners will be published. In case of finding banners on a non-declared site, SOICOS reserves the right to suspend or deactivate the affiliate's accounts.

9.3. On the other hand, the specific contract of provision of services between SOICOS and the affiliate in order to promote the sale of products and provision of services of the advertiser in the network, will be maintained according to the achieved results, according to decision of SOICOS, for the term of the week in course at the moment of conclusion of the contract or as maximum for the term of the duration of the program of affiliation. Not to proceed to the ordinary termination of the specific contract of provision of services with a day of anticipation after being notified the termination of contract, the same one will be extended for one more week, as maximum for the period of duration of the program of affiliation.

9.4. Termination in accordance with the aforementioned provisions must be made in writing or by e-mail.

10. Deactivation of the account of affiliate and resolution

10.1. Of not having participated the affiliate in some program of affiliation or of not generating this one benefit some, SOICOS will have right to deactivate the affiliate's account and to notify him the deactivation of the same one.

10.2. Of not acquiring the affiliate for the term of 12 months any right to collection of its credit according to it establishes the point "7.", SOICOS will have right to the unilateral termination (resolution) of some or all the contracts of the affiliate corresponding to the participation in programs of affiliation, the following day after the expiration of the week in course, and to deactivate the account of the affiliate.

10.3. The affiliate and SOICOS reserve the right to terminate the contract of affiliation in case of serious violation of the present T&C on the part of the affiliate, in particular of the obligations contemplated in the point "8." of the present T&C; mediating for it reliable notification so that the same one is cured in the term of fifteen (15) days.

10.4. The termination in accordance with such provisions requires the written form or by e-mail. Notification of the deactivation of the affiliate account is not subject to any form.

10.5. Soicos DOES NOT support incentivized traffic, unless expressly specified in the program description.

11. Termination of the contract

11.1. Upon deactivation of the Affiliate's account, any existing credit will be settled and any existing credit on the Affiliate's account referred to under "7.1".

11.2 Upon unilateral termination (termination) of the contract, the affiliate is obliged to remove all links to the affiliate program in question from all of its websites. The payment of remuneration shall cease as soon as the termination of the contract comes into effect, even if the Affiliate has not removed the respective links from its websites.

11.3. An affiliate whose affiliate account has been deactivated in accordance with points "9" or "11" is not entitled to re-register on the SOICOS platform. The violation of the present T&C obliges the affiliate to compensate SOICOS for damages. The credit eventually obtained by the affiliate will expire.

12. Compensation for damages

12.1. The liability of SOICOS towards the affiliate, the advertiser and the customer or, finally, in relation to any third party in relation to the performance or non-performance of its obligations and any other matter relating hereto, whether from contractual, non-contractual or legal source, shall not exceed, as a whole, the price actually received by SOICOS from the advertiser in consideration for the paid links obtained through the affiliate. Subject to the limit established above, SOICOS will only respond of the foreseeable direct damages constituting emergent damage.

In no case SOICOS will be responsible for expenses, indirect or mediate losses or damages, loss of profit, loss of chance, moral damage, punitive damages or negative interest.

Also, SOICOS will not be responsible for delays, defaults or for any other fact or act not attributable to SOICOS.

Any judicial or extrajudicial claim has to be interposed within the term of 2 years counting from the moment in which the fact in which the claim is sustained took place.

13. Data Protection

13.1. Personal data concerning the affiliate shall be stored electronically exclusively for the purpose of substantiating, extending or modifying the content of the contractual relationship. The Affiliate's first and last name, address, telephone and fax numbers, e-mail address, bank account number, domain name and the affiliate program in question will be saved. These data will only be provided if they are necessary for the conclusion of the contract. The affiliate is aware that the advertiser is entitled to contact him directly by e-mail or telephone within the framework of the partnership.

13.2. The affiliate's personal data will be processed by SOICOS in accordance with the conditions set out for the protection of personal data.

14. Reservation of modification

14.1 SOICOS will have the right to modify the present T&C at any time, but, without the consent of the affiliate, the changes will not be applicable to the affiliate. It is expressly agreed that the affiliate has approved the eventual modifications to the present T&C if, within five (5) days of being posted in the page of soicos.com, indicating the version in question and the day of its emission, the affiliate has not presented any objection for the same.

14.2. The advertiser will be able to modify, previous written consent of SOICOS the amount of the retributions to pay in all the programs of affiliation. The modification takes place with the notification of the new amount on the platform for the respective affiliate program. The modification will be valid at 00:00 a.m. of the next day after its publication on the platform.

15. Applicable law. Competent Court

15.1. These T&Cs are subject to the law of the Republic of Argentina.

15.2. Any dispute arising between the Parties in relation to these T&C or the commercial relationship between the parties, as well as its existence, validity, qualification, interpretation, scope, performance or resolution, shall be finally settled before the ordinary courts of the City of Buenos Aires, and the parties waive any other jurisdiction or venue to which they may be entitled.

16. Miscellaneous

16.1. Each party constitutes an independent counterparty and nothing herein creates or shall be construed as constituting a partnership, association, joint venture or similar relationship between the parties.

16.2. The present T&C regulate a commercial relationship and, under no circumstances, it is considered a consumer relationship in the terms of Law 24.240.

16.3. If any of the provisions of these T&Cs is determined to be illegal or unenforceable, this shall not affect the full validity and continued effect of the rest of its provisions

16.4. The delay or failure of any party to exercise or enforce rights under these T&Cs shall not constitute or be deemed to be a waiver of that party's right to subsequently enforce such rights, nor shall the single or partial exercise of any right preclude any derivative action or the exercise of any other right.

16.5. The Affiliate shall be responsible for complying with all applicable national, provincial and municipal laws. The existence of an agreement, in no way will imply the granting of certification neither the rendering of advice or the emission of any opinion on the part of SOICOS with respect to the fulfillment of the applicable legislation to the affiliate. The affiliate will be the only responsible for the obtaining of any approval or authorization legally required in accordance with its activity or the obligations regulated in the present by and for its brand SOICOS® and its site soicos.com.