Terms of Service

Please read and scroll to the bottom of the page to agree to our Terms & Conditions

The following Terms and Conditions (“Terms and Conditions”), together with any and all guidelines, previously posted amendments, schedules, attachments and exhibits (collectively, the "Agreement"), set forth the terms and conditions that shall govern the relationship between AffGuru ("Site", "Platform", "We", "Us"), and you as a member ("User", “You,” “Your,” “Publisher” or “Advertiser”) using the advertising service (the "Service") offered through the AffGuru (the “Site”) located at https://affguru.com. You and AffGuru may also be individually referred to herein as a “Party” and collectively as “Parties.” You agree to use the Site, the Service and any additional products and/or services offered by AffGuru only in accordance with the Agreement.

Please read the Terms carefully. By clicking a button or checkbox on your computer screen including your acceptance of this Agreement, or by proceeding to access or use the AffGuru Platform (even just browsing) you will be deemed to have accepted and agree to comply with and be bound by these Terms.

AffGuru reserves the right to amend, supplement, make changes to, or replace entirely the Site, the Service, and the Agreement at any time and without prior notification. The latest Agreement will be posted on the Site. Your continued use of the Site and/or the Service after any such modification thereof shall constitute Your consent to such modification.

1. The AffGuru Platform

AffGuru Platform is an online meetup place enabling a registered user (“Affiliate” or “Advertiser”) to
(a) advertise for sale or buy of Campaign, as defined below, on the Affguru Platform (“​Listing ​” or “​Post​”); and
(b) to connect and communicate with a registered user (“Affiliate” or “Advertiser”) who is looking to purchase, or offer to purchase, any kind of Campaign offered on the platform. These Terms apply to your use of the AffGuru Platform in your capacity as an Affiliate, Advertiser or both an Affiliate and Advertiser.
A reference to “​Campaign​” in these Terms means a collection of online media ads.
A reference to an “​Ads​” in these Terms includes, but is not limited to:
(c) all kinds of media generated through traffic sources offers on our platform or any others.
(d) in all kinds of the GEOs offered on our platform or others;
(e) through all kinds of payment basis as offered on our platform or others;
(f) via any integration technologies offered on our platforms or others;
(g) for all kind of platforms offered on our platform or others;
(h) any other documented assets including inventory or other database used by advertiser critical to the sale and ongoing concern of Campaign.
(i) any other particulars which an Affiliate or Advertiser specifies are being sold as part of a Listing. You acknowledge and agree that Users are responsible for their Listings.

2. Your Relationship AffGuru

AffGuru is not and does not become a party to or other participant in any contractual relationship between an Affiliate and Advertiser, nor is AffGuru a broker or insurer.
No joint venture, partnership, employment, or agency relationship exists between you and AffGuru as a result of this Agreement or your use of the AffGuru Platform.

3. Your Account with AffGuru

To access and use certain features of the AffGuru Platform, such as publishing a Listing, you must register for an account (“AffGuru Account”). By creating an AffGuru Account, you represent and warrant to AffGuru that you over 18 years of age and you can form legally binding agreements under applicable law. You may permit minors under 18 years of age to use your AffGuru Account on your behalf provided that you are their parent or legal guardian, and provided that their use of your AffGuru Account occurs under your supervision at all times. If you do permit a minor to use your AffGuru Account in accordance with the forgoing then you agree that you are responsible for their actions, omissions or negligence and you indemnify AffGuru against any loss, cost, expense or damage it may suffer as a result of the same.
If you are registering a AffGuru Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant AffGuru all permissions and licenses provided in these Terms.
Your AffGuru Account will be created using AffGuru online sign up process, or any other method specified by AffGuru from time to time. Unless authorized by AffGuru in writing, you may have only one AffGuru Account, unless authorized by AffGuru in writing.
Your AffGuru Account will permit you to login to the Site and manage your AffGuru Account and make use of the AffGuru Platform. You agree to maintain accurate, complete, and up-to-date information in AffGuru Account. Your failure to maintain accurate, complete and up-to-date information for your AffGuru Account, including having an invalid or expired payment method on file, may result in your inability to access or use the AffGuru Platform.
You must not assign or otherwise transfer your AffGuru Account to any other person or entity. You are responsible for all activity that occurs under your AffGuru Account and you agree to maintain the security and secretary of your AffGuru Account username password at all times.

4. Term

This Agreement will commence on the date that you first use or access the AffGuru Platform or create a AffGuru Account and will terminate at the later of the date that your AffGuru Account is terminated or closed or you otherwise permanently cease using the AffGuru Platform.
If after termination or closure of your AffGuru Account, your AffGuru Account is reactivated or a new AffGuru Account is opened, or you otherwise recommence to use the AffGuru Platform, then you will again become bound by these Terms.
You may cancel your Listing and/or your AffGuru Account by emailing contact@AffGuru.com and then following the specific instructions indicated to you in AffGuru’s response.

5. ID Verification

AffGuru does not endorse any Advertiser, Affiliate or Listing. Any reference to a Advertiser or Affiliate is “verified” indicates that the Advertiser or Affiliate has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by AffGuru about any Advertiser or Affiliate, including the Advertiser or Affiliate’s identity or background or whether they are trustworthy, safe or suitable.
To use the AffGuru Platform, you may be asked to verify profile or another method of identity verification to access or use the Services. You agree to provide AffGuru or any third party which provides goods or services to AffGuru with all identification documents (including but not limited to, verification through the Sociam Media platforms) which AffGuru requests from you from time to time to verify your identity.

6. Payments

AffGuru is not an escrow service and does not hold property on behalf of any person. AffGuru is not a payment provider. For the purposes of facilitating a transaction, any and all payment processing services through or in connection with your use of the AffGuru Platform will provided both sides involved in the transaction and will be made outside of the AffGuru platform.

7. Payments for Upgrading Ads

When you request an Ad listing upgrade, you will receive an Insertion Order and an Invoice. Listing Fees and any other charges will be made without deduction for or on account of any present or future taxes (including, but not limited to, withholding and value added taxes) imposed or levied by any applicable jurisdiction from or through which such payment is made by the user. Payment will be transferred to AffGuru by the method and due the date agreed, written in the Insertion Order and Invoice.
At the end of the advertising period, you may choose to renew the paid service and request a new listing upgrade. AffGuru does not keep payment details in the system.
Once payment is made and funds transferred, there is no option for cancellation or reversal of the transaction.
An ad post which contains irrelevant or unrelated information to media buying or selling will be deleted, and no refund will be made by AffGuru.

8. Terms Specific to Affiliates

You must only list an Ad which you are entitled to sell.
“Intellectual Property Rights” for these Terms means all intellectual property rights of any type whatsoever throughout the world including all rights which subsist in copyright, patent rights, trademark rights, designs and plant breeder rights, whether or not such rights are registered or able to be registered.
By creating an Ad Listing, you warrant and represent to AffGuru and each Advertiser that:
(a) you are the owner of all Intellectual Property Rights and all other rights, title and interest in the Ad(s);
(b) the information provided in the ad is correct, and you commit to delivering the media as detailed in the ad’s specs; and
(c) any agreements with third parties are under your responsibility to the Advertiser.
You must not create a Listing for a Business or Asset which:
(a) is obscene, vulgar and/or deemed by AffGuru to be offensive;
(b) contains material which infringes the Intellectual Property Rights of a third party alternatively, which assists others to infringe the Intellectual Property Rights of a third party;
(c) is engaged in activities which contravene a law of any territory; or
(d) AffGuru deems inappropriate or in breach of these Terms.

9. Terms Specific to Advertisers

As a Advertiser, your decision to purchase Media through any Ad or Company Page shall be based solely on your investigation and that of your legal, tax and other advisors. As a Advertiser, you accept sole responsibility for examining and investigating a Company or Ad and all information contained in a Listing. This includes, but is not limited to, associated liabilities, financial statements, tax returns and any other facts or information which may impact your decision to purchase through that Company or Ad and the price you are willing to pay. You understand that AffGuru may display only a summary description of a Company or Ad.
You understand and acknowledge that a Affiliate has entered into an agreement with AffGuru provided that they, shall present only correct and reliable information in their Company Profile or Ad Listings. However, it is under your responsibility to conduct any further investigations concerning the Advertiser you came in contact with through your use of AffGuru Platform. You understand that AffGuru cannot and will not be responsible for any false information given to you by the Affiliate.

10. User Content

When you create a Listing, you, as a Affiliate or Advertiser, will be asked to provide complete and accurate information about your Company or Ad. You are responsible for keeping your Listing information up-to-date at all times.
When you upload User Content to the AffGuru Platform, you grant AffGuru a non-exclusive, worldwide, perpetual, irrevocable, royalty-free right to exercise any and all Intellectual Property Rights, including copyright and trademark rights you have in that content, now or in the future for any other purpose.
To the maximum extent permitted by law (either current or future), you irrevocably and unconditionally consent to the maximum extent permitted by law (either present or future), to AffGuru and its assignees reproducing, adapting, publishing, exhibiting, communicating, transmitting or otherwise using the User Content or an adaption of the User Content, anywhere in the world in whatever form and in whatever circumstances AffGuru thinks fit, including adding to or altering the content.

11. Ranking on AffGuru

The placement and ranking of Listings in search results on the AffGuru Platform may vary and depend on a variety of factors, such as business model and publication time.

12. Discussion Chat

Advertisers and Affiliates can interact and exchange information in relation to a Listing on the AffGuru Discussion Chat. The Discussion Chat is private as between a Advertiser and Affiliate but accessible to AffGuru. You agree that communication should at all times comply with these Terms, be professional and related to a Listing.
Any communication of a personal or solicitous nature, which contains spam, is unrelated to a Listing, different deal details than provided, is not allowed. Hateful, offensive, violently threatening, racist, obscene, profane, illegal or vulgar language and content is not tolerated on AffGuru and will result in immediate and permanent cancellation of your AffGuru Account.

13. Free, Premium and Sponsor Listings

AffGuru enables three kinds of listings — Free, Premium and Sponsor listings. With a Free ad, any Advertiser or Affiliate can offer to purchase or sell any kind of online media contained in a Listing. All discussion and negotiations regarding these ads can but don’t have to be made on the AffGuru Platform. Advertisers and Affiliates can accept, reject or negotiate any information presented in an ad. With Premium and Sponsor listing, any type of company acknowledges and agrees that AffGuru does not guarantee any results or performance derived from promoting that company. Each company will handle itself on the AffGuru platform on their own behalf.

14. Sale Contract

AffGuru strongly recommend a Advertiser and Affiliate negotiate and enter into a written contract specifying the terms and conditions of a transaction before the transfer of funds. AffGuru is not a party to any transaction or agreement between any Affiliate or Advertiser. We are also not responsible in any way for compliance by each Advertiser or Affiliate with a contract of sale or otherwise any act or omission of a Affiliate or Advertiser.
To help facilitate a safe, secure transaction and to preserve the integrity of the AffGuru Platform, AffGuru advises both parties participating in a deal initiated on our platform to sign an insertion order before any transfer of funds. This insertion order should specify all obligations and terms on both sides of the deal (Affiliate and Advertiser) and should be served as a legal proof in any case of future disagreement.

15. Refunds

If AffGuru issues you a refund, that refund will be paid to you using the same payment method you used to pay the Listing Fee to AffGuru. AffGuru may refund an amount of any AffGuru Fees paid by you if you are entitled to a refund in accordance with these Terms or AffGuru is required by law or considers that it is required by law to do so. AffGuru’s determination as to whether a refund is required is final and conclusive and may not be challenged by you.

16. Prohibited Activities

You are solely responsible for compliance with any and all laws, rules, regulations and tax obligations that may apply to your use of the AffGuru Platform. In connection with your use of the AffGuru Platform, you will not and will not assist or enable others to:
(a) breach any applicable laws or regulations, agreements with third-parties, third-party rights, these Terms or our Policies.
(b) use the AffGuru Platform for any commercial or other purpose that is not expressly permitted by these Terms or in a manner that falsely implies AffGuru endorsement, partnership or otherwise misleads others as to your affiliation with AffGuru;
(c) copy, store or otherwise access or use any information, including personally identifiable information about any other Advertiser or Affiliate, contained on the AffGuru Platform in any way that is inconsistent with AffGuru’s Privacy Policy or these Terms or that otherwise violates the privacy rights of Advertiser or Affiliates or third parties;
(d) resell or sublicense the use of the Site or your AffGuru Account to any other person;
(f) use your AffGuru Account in a fraudulent or illegal manner, or email or send any materials from your AffGuru Account which are offensive, unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;
(g) use your AffGuru Account to infringe the copyright, trademark, patent or other Intellectual Property Rights of any person;
(h) use, display, mirror or frame the AffGuru Platform, or any individual element within the AffGuru Platform, AffGuru’s name, any AffGuru trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the AffGuru platform, without AffGuru’s express written consent;
(i) dilute, tarnish or otherwise harm the AffGuru brand in any way,
(j) use the AffGuru Platform in connection with the distribution of unsolicited commercial messages (“spam”);
(k) use your AffGuru Account to send or deliver viruses, spyware, malware or other harmful, disruptive, or destructive files;
(l) use your AffGuru Account in such a way which damages the Site or denies access to the Site to other users of the AffGuru Platform; or
(m) intentionally or recklessly use your AffGuru Account in a way that degrades the performance of the Site for other users.

17. Credit Reference

AffGuru invites Advertisers and Affiliates to share their positive experiences with other users of the AffGuru platform. AffGuru encourages reliable and honest review in the form of providing Credit Reference to another user, so that is both helpful to the recipient and the wider AffGuru community. Credit Reference can be uploaded through the User and Company profile pages. Credit References are public and viewable by registered users. Credit References are displayed on AffGuru Account profiles and can be updated at any given time. It will be displayed in a User or Company profile Account on the AffGuru platform.
Credit Reference content should relate only to the Listing that the parties were involved in. Content of a personal or solicitous nature, SPAM or not associated in any way to a Listing that parties were involved in are not allowed. If you have any questions about what is permitted, please contact us at contact@AffGuru.com. Advertisers are not allowed to exchange positive reviews for goods or services that were not a part of the original transaction, or a refund. Affiliates are not allowed to require a Advertiser to leave a positive review for monetary or other compensation, refunds or other goods and services not included in the original sale.
A user is not allowed to conspire to increase each other’s feedback without merit or attempt to damage a member’s reputation with Credit Reference that is negative or not warranted. AffGuru is authorized to remove Credit References at any time and for any reason in its sole and absolute discretion.

18. Termination

This Agreement may be terminated by AffGuru immediately on written notice to you:
(a) if you are in default or breach of these Terms; and
(b) AffGuru has provided you with 24 hours written notice of the default or breach and where the breach or default is capable of rectification, you fail to rectify the breach or default within the period of the notice;
(c) AffGuru has reasonable grounds to believe that you are a repeat infringer of copyright or other Intellectual Property Rights; or
(d) without cause by giving thirty (30) days’ notice to you.
Upon the termination of this Agreement:
(a) any Listings which you have placed on AffGuru.com will instantly terminate;
(b) AffGuru will, within a time period determined by AffGuru, withdraw the use of the AffGuru Platform from you;
(c) any AffGuru Credits you hold will be canceled immediately.
Clause 3, 7, 16, 18, 20, 23, 24 and 27 will survive the termination of this Agreement.

19. Third Party Links

The AffGuru Platform may contain links to third-party websites or resources that we don’t own or control (for example, links to Facebook, LinkedIn and Twitter or other services). When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use and privacy policies. AffGuru is not a party to those agreements — they are solely between you and the third party.

20. Intellectual Property

You acknowledge that AffGuru is the owner of all Intellectual Property Rights which subsist in your AffGuru Account and the AffGuru Platform (but not your Company or Ad). You acknowledge that you have no Intellectual Property Rights in your AffGuru Account or the AffGuru Platform.
Each Affiliate warrants to AffGuru that its Company, Ad and its Listing at all times will not infringe the Intellectual Property Rights of a third party.
You acknowledge that the obligations of Affiliates and Advertisers concerning the media purchase deal in a Company or Ad(s) from a Affiliate to a Advertiser will be set out of the AffGuru jurisdiction.
You acknowledge and agree that AffGuru will not be liable or responsible for any breach by a Advertiser or Affiliate of any deal, transaction or other rights held by a third party concerning the supply or purchase of Media concerning a Listing.
You hereby grant AffGuru a royalty-free, irrevocable, worldwide, perpetual license to display and use the contents of your Listing, including any excerpts from your Company or Ad(s) which are contained in your Listing.

21. Suspension

Without limiting other remedies available to AffGuru, in equity or under this Agreement, AffGuru may, without notice to you and in our sole discretion (which shall be exercised reasonably, having regard to the circumstances), delay publishing your Listing, delete your Listing, issue you a warning, restrict your activities on the AffGuru Platform (including to buying and selling), temporarily suspend or indefinitely suspend to delete your AffGuru Account if:
(a) you have, or we believe that you have breached this Agreement, which includes AffGuru Policies;
(b) we are unable to verify or authenticate information provided by you;
(c) we believe your actions may cause loss or damage to or otherwise unlawfully harm you, our users,
third parties or us, our related bodies corporate or affiliates, our directors, employees or agents; or (d) if we reasonably believe that any of your information (including the content of a Listing on the AffGuru Platform) is inappropriate or of an offensive nature.

22. Disclaimer

The AffGuru Platform is provided “as is” and “as available.” AffGuru disclaims all representations and warranties, express, implied, or statutory, not expressly set out in these terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. In addition, AffGuru makes no representation, warranty or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the AffGuru Platform or any services or goods bought or sold through the use of the AffGuru Platform, or that the AffGuru Platform will be uninterrupted and error-free.
AffGuru has no control over and does not guarantee:
(a) the existence, quality, suitability or legality of a Listing;
(b) the truth, accuracy or completeness of a Listing description;
(c) the future performance of a Business or Asset described in a Listing;
(d) the performance or conduct of any Advertiser or Affiliate or a third party on, or outside the AffGuru Platform; and/or
(e) the quality, suitability or ability of a third party which provides goods or services to AffGuru or to Advertisers and Affiliates via the Site.
You agree that the entire risk arising out of your use of the AffGuru Platform, and any service or good requested in connection in addition to that, remains solely with you, to the maximum extent permitted under applicable law.

23. Limitation of Liability

AffGuru shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, personal injury or property damage related to, in connection with, or otherwise resulting from any use of the AffGuru Platform, Listings or other goods or services provided under this Agreement, regardless of any breach or default by, or any negligence (either active, affirmative, sole or concurrent) of AffGuru.
AffGuru shall not be liable for any damages, liability or losses arising out of:
(a) your use of or reliance on the AffGuru Platform or your inability to access or use the AffGuru Platform; or
(b) any transaction or relationship between you and a Advertiser or Affiliate.
The AffGuru Platform may be used by you to purchase services from a Affiliate or Advertiser but you agree that AffGuru has no responsibility or liability to you related to any goods or services provided to you by a Advertiser or Affiliate, other than as expressly set forth in these terms.
The limitations and disclaimers above do not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law. Because some states or jurisdictions do not allow the exclusion of, or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, AffGuru’s liability shall be limited to the extent permitted by law. This provision shall have no effect on AffGuru’s choice of law provisions below.

24. Indemnity

You agree to indemnify and hold AffGuru and its affiliates and their officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities and expenses (including legal fees) arising out of or in connection with:
(a) your use of the AffGuru Platform or services or goods obtained through use of the AffGuru Platform;
(b) your breach or violation of any of these Terms;
(c) AffGuru’s use of your User Content;
(d) your violation of the rights of any third party, including another Affiliate or Advertiser. You agree to hold AffGuru, its principals, officers, directors, brokers, agents, servants, employees and assigns harmless from any misrepresentations made by you.

25. Applicable Law and Jurisdiction

The laws of EU govern this Agreement and any dispute of any sort that might arise between the parties. Any dispute relating in any way to this Agreement will only be adjudicated in the courts of EU. Each party consents to the exclusive jurisdiction and venue in these courts. Notwithstanding the preceding, either party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such parties, its affiliates’ or any third party’s intellectual property or other proprietary rights.

26. Privacy

Our collection and use of personal information in connection with your access to and use of the AffGuru Platform is described in our AffGuru Privacy Policy. AffGuru will collect your personal information including your name and contact details (“Personal Information”). All Personal Information will be handled, used, maintained and disclosed by AffGuru in accordance with all applicable privacy laws and data protection laws as well as its privacy policy which applies from time to time.
You agree that you will only use the Personal Information of other Affiliates or Advertisers for the purposes of this Agreement and for the purposes of interacting with them in relation to the sale or purchase of media. Unless separately agreed between you and another Affiliate or Advertiser, you must not use their Personal Information for any other purpose.
You warrant to AffGuru that you will comply with all privacy laws and data protection laws (including, without limitation, the GDPR) in relation to the storage, use and transfer of Personal Information.

27. Force Majeure

You agree that AffGuru will not be liable or responsible for any failure in, or delay to, the provision of the Services or in AffGuru complying with its obligations under this Agreement, where such failure or delay has arisen or is anticipated to arise as a direct or indirect result of:
(a) fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike;
(b) denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications;
(c) a significant demand is placed on AffGuru’s services which is above the usual level of demand and which results in a failure of AffGuru’s software and hardware to function correctly;
(d) the failure of any third party (including without limitation, any bank or other financial organization) to fulfil any obligations to AffGuru; or
(e) any other circumstances or events which are beyond the reasonable control of AffGuru (as the case may be).

28. General

If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.
AffGuru may assign its rights and novate or transfer obligations which arise under this Agreement. You must not assign, novate or otherwise transfer your rights or obligations under this Agreement without the prior written consent of AffGuru (which may be withheld).
A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.
This Agreement supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement.
AffGuru reserves the right to modify these Terms at any time. If we make changes to these Terms, we will post the revised Terms on the AffGuru Platform and update “Last Updated” date at the top of the page. We will also provide you with notice of the modification by email at least (30) days before the date they become effective. If you disagree with the revised terms, you may terminate this Agreement. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the AffGuru Platform will constitute acceptance of the revised Terms.
If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.

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