Affiliate Agreement

This Affiliate Agreement (the "Agreement") is a binding contract between NIKHAMZ AGENCY CO., LTD, a company incorporated in Thailand, registration number 0105567244265 ("Affinix", "we", "us" or "our"), and the person or entity that registers for an affiliate account ("you", "your" or the "Affiliate"). By ticking the acceptance box, clicking "I agree", or by accessing or using the Platform, you agree to this Agreement. If you do not agree, do not register and do not use the Platform.

1. Definitions

1.1 "Account" — the record of amounts credited to and debited from the Affiliate, maintained by Affinix on the Platform.

1.2 "Account Balance" — the funds credited to the Account and available to the Affiliate, net of reversals, adjustments, withheld amounts and Fees properly applied under this Agreement.

1.3 "Advertiser" — a client of Affinix whose Offers are made available to Affiliates through the Platform.

1.4 "Applicable Law" — all statutes, rules, regulations and orders applicable to a party or to the activities under this Agreement, including data-protection, consumer-protection, advertising, anti-money-laundering, gambling and adult-content laws applicable in each territory where you promote an Offer.

1.5 "Conversion" (also "Lead", "Action" or "Payable Action") — a user action generated by the Affiliate through a Tracking Link and recorded by the Platform that qualifies for a Commission under the applicable Offer Rules (for example a registration, a first deposit, a confirmed sign-up, or another event defined by the Offer).

1.6 "Offer" (or "Campaign") — a specific advertising program made available to the Affiliate through the Platform, together with its Offer Rules.

1.7 "Offer Rules" — the terms of a specific Offer as shown on its Offer page and in its application requirements: payout, permitted and prohibited GEOs, permitted and prohibited traffic sources, allowed devices, caps, hold period, KPI and quality requirements, required disclosures, and any brand or channel conditions.

1.8 "Commission" — the amount payable to the Affiliate for a Qualified Conversion, at the rate stated on the applicable Offer page at the time the Conversion occurred.

1.9 "Platform" — the Affinix affiliate system, including the Affinix Hub web application and Telegram application, the affiliate dashboard, Tracking Links, postbacks, statistics and reporting, and the underlying tracking infrastructure.

1.10 "Qualified Conversion" — a Conversion that satisfies the Offer Rules and any Advertiser validation, as determined by our tracking and reporting systems.

1.11 "Tracking Link" — a unique URL (and any associated postback configuration) issued to you through the Platform for the purpose of tracking traffic to an Offer.

1.12 "Unacceptable Conversion" — a Conversion that is fraudulent, incentivized, generated through a prohibited or unapproved traffic source, generated outside the permitted GEO or device, generated in breach of the Offer Rules or Applicable Law, duplicated, or otherwise not payable under this Agreement.

2. Acceptance and Scope

2.1 This Agreement governs your registration for and use of the Platform and your participation in Offers. Each Offer is additionally governed by its Offer Rules, which form part of this Agreement. If an Offer Rule conflicts with this Agreement, the Offer Rule prevails for that Offer.

2.2 We may make some Offers, features or payout methods available only to Affiliates who meet additional conditions. Access to the Platform does not entitle you to participate in any particular Offer; participation in an Offer requires our approval.

3. Eligibility and Account

3.1 Eligibility. You must be at least 18 years old (or the age of majority in your jurisdiction, if higher) and legally able to enter into this Agreement. If you register on behalf of an entity, you represent that you are authorized to bind it.

3.2 One account. You may hold only one Account unless we approve otherwise in writing. Creating or operating undisclosed or multiple accounts is a material breach.

3.3 Registration data. You must provide accurate, current and complete information and keep it up to date. We may verify your identity, business and payment details at any time, and may suspend payouts until verification is complete.

3.4 Account security. You are responsible for all activity under your Account and for the acts of every Authorized User you permit to access it. Keep your credentials confidential and notify us promptly of any suspected unauthorized use.

3.5 Approval. We may accept or decline any registration or Offer application at our discretion, and we are not obliged to give reasons.

4. Promotional Standards and Traffic Verification

4.1 General standards. All advertising must be lawful, accurate, not misleading, and in a language permitted by the Offer Rules. You must not state or imply any bonus, discount, price, guarantee or unique selling point that the Offer does not provide, and you must not present your property as the official website of a brand unless the Offer Rules expressly permit it.

4.2 Permitted traffic only. You must comply with each Offer's permitted GEOs, permitted traffic sources, allowed devices, caps and other Offer Rules. Traffic outside those rules does not earn Commission and may be treated as an Unacceptable Conversion. Where an Offer requires prior approval of creatives, landing pages or traffic sources, you must obtain that approval in writing before sending traffic.

4.3 Prohibited practices. You must not, directly or indirectly: (a) generate Conversions through fraud, bots, emulators, click injection, cookie stuffing, forced or auto-redirects, misleading pre-landers, or any artificial or non-genuine traffic; (b) use incentivized traffic, or create the appearance of it, unless the Offer Rules expressly allow it; (c) use spam, unsolicited messaging, or any channel prohibited by Applicable Law or by the Offer Rules; (d) infringe any third party's intellectual-property, privacy or other rights, or use another party's brand, trademarks or ad accounts without authorization; (e) use a traffic source, sub-affiliate or third party that we have not approved for the Offer; or (f) resell, rebroker or relabel traffic obtained from a third party unless we have approved that source in advance.

4.4 Third parties. You must obtain our prior written approval before engaging any sub-affiliate, media buyer, or third-party traffic provider. You remain fully responsible for every traffic source you use and for the acts and omissions of any such person as if they were your own. You must be able to identify the origin of any traffic you deliver.

4.5 Verification of traffic. We may at any time require you to demonstrate the origin and legitimacy of your traffic. Within five (5) business days of our request, and in the form we reasonably specify, you must provide complete and unedited screenshots or screen recordings of the advertising accounts, campaigns, landing pages or tracking systems used, a live screen-sharing session on reasonable request, and any other records reasonably necessary. Failure to comply is grounds for withholding payment and for reversal under Section 7, and for suspension or termination under Section 12.

4.6 Fraud detection. We are not required to disclose the tools, methods, thresholds, data sources or indicators we use to detect fraudulent or non-compliant traffic. Identifying the affected Conversions satisfies any obligation to state the basis for a reversal, withholding, investigation or sanction.

4.7 No direct contact with Advertisers. You may use information from the Offer description, Offer page and landing page. For anything further, contact your account manager through the Platform. You must not contact an Advertiser directly regarding an Offer.

5. Vertical-Specific Compliance

5.1 Gambling / betting Offers. Where an Offer promotes gambling, betting, casino or similar products, you must: (a) direct traffic only to persons who are of legal gambling age in their jurisdiction (18+ or 21+ as required locally) and only in territories where the Offer is permitted and where such promotion is legal; (b) not target, appeal to, or knowingly accept traffic from minors, and not use imagery, characters or language that appeals to minors; (c) include any responsible-gambling notices required by the Offer Rules or Applicable Law and not misrepresent the odds, bonuses, or likelihood of winning; and (d) not promote in any GEO listed as prohibited in the Offer Rules.

5.2 Dating / adult Offers. Where an Offer promotes dating or adult services, you must: (a) direct traffic only to adults (18+) and only where such content is lawful; (b) not create, distribute or link to any illegal content, and in no circumstances any content involving minors; (c) present the service accurately and only make persona, matching or "member" representations that the Offer Rules expressly permit; and (d) respect the content, imagery and placement restrictions in the Offer Rules (for example "mainstream only" or "no adult creatives").

5.3 You are solely responsible for ensuring that your promotion of any Offer is lawful in every territory where your traffic originates.

6. Data Protection

6.1 Each party will comply with the data-protection laws applicable to it. You must have a lawful basis and any required consents for the collection and processing of personal data in your marketing, and a privacy notice that meets Applicable Law.

6.2 You must not transfer to us, or generate through the Platform, any personal data in breach of Applicable Law, and you must not use personal data obtained through an Offer for any purpose other than that Offer.

7. Commissions, Validation and Adjustments

7.1 Accrual. Commissions accrue only on Qualified Conversions, at the rate published on the Offer page at the time of the Conversion. Rates may change prospectively on notice; a change does not affect Conversions already recorded.

7.2 Payment contingent on Advertiser payment. Commissions are payable only to the extent we have received payment from the Advertiser for the corresponding Conversions. Where an Advertiser disputes, fails to pay, or becomes insolvent, the corresponding Commissions are not payable and, if already credited, are reversible.

7.3 Determination. Whether a Conversion is a Qualified Conversion is determined by our tracking and reporting systems together with any Advertiser validation. Statistics recorded by the Platform govern and are conclusive absent manifest error.

7.4 Appeals. You may appeal the status of a Conversion within the appeal period shown on the Platform for the applicable Offer, after it is marked "Refused" or "Non-Qualified". After that period its status is final for the purpose of your right of appeal. We aim to respond to a timely appeal within thirty (30) days; that period is indicative. Whether an appealed Conversion is paid is ultimately determined by the Advertiser.

7.5 Reversals. We may reverse a Commission already credited where the associated Conversion is later determined to be an Unacceptable Conversion, or where the Advertiser reverses, disputes or fails to pay. Reversals are reflected in your Account, which is sufficient notice. In the ordinary course no reversal is made after the hold period stated in the Offer Rules has expired; that limit does not apply to fraudulent, incentivized or otherwise breaching Conversions, or where the conduct was concealed, misrepresented, or could not reasonably have been discovered in time, or where an Advertiser dispute, chargeback, complaint or third-party claim is first raised later.

7.6 Recovery. A reversal is applied first against the Account Balance. Where the Balance is insufficient, we may offset the shortfall against future Commissions or treat it as a debt payable within ten (10) business days of written demand. This Section survives termination.

8. Payouts

8.1 Threshold. You may request a payout once your Account Balance reaches the minimum payout amount shown on the Platform. We may set a higher threshold for a first payout pending verification.

8.2 Currency. Commissions and payouts are denominated in U.S. Dollars (USD). Where a payout method requires conversion, third-party conversion and transfer costs are borne as stated on the Platform.

8.3 Hold period. Commissions are subject to the hold period stated in the Offer Rules and become available for payout on its expiry, subject to Sections 7 and 8.5.

8.4 Process and timing. Once cleared, you may submit a payout request through the Platform. Each request is subject to an anti-fraud review. Following approval we will initiate payment within a reasonable time by a method offered on the Platform; the time for funds to reach you depends on the method and provider and is outside our control.

8.5 Withholding. We may withhold a payout, in whole or in part, where an investigation is open, where materials requested under Section 4.5 have not been produced, or where required by Applicable Law. Withheld amounts are shown in your Account and released, to the extent not applied under Sections 7 or 12, on conclusion of the investigation.

8.6 Taxes. Commissions are stated exclusive of taxes. You are solely responsible for all taxes, duties and social contributions arising from Commissions paid to you, and for providing valid tax and identity documentation we reasonably request before your first payout. Where Applicable Law requires us to withhold tax, we will withhold and remit the required amount, and it is treated as paid to you.

9. Changes to this Agreement

9.1 We may amend this Agreement or the Offer Rules by posting an updated version on the Platform or notifying you. Changes take effect on the stated effective date, and in any event when you next access the Platform or send traffic after the change. Your continued use constitutes acceptance. If you do not agree, stop using the Platform and request closure of your Account.

10. Representations and Warranties

10.1 You represent and warrant on a continuing basis that: (a) you have the right and authority to enter into this Agreement; (b) you and your traffic comply with this Agreement, the Offer Rules and Applicable Law; (c) all information you provide is accurate and not misleading; (d) you own or are licensed to use all content, ad accounts and traffic sources you use; and (e) you will not engage in any fraudulent, deceptive or unlawful practice.

11. Indemnification; Disclaimer; Limitation of Liability

11.1 Indemnity. You will indemnify and hold harmless Affinix, its Advertisers and their affiliates from any claim, loss, liability, fine or cost (including reasonable legal fees) arising from your traffic, your breach of this Agreement or Applicable Law, or the acts or omissions of any third party you use.

11.2 Disclaimer. The Platform is provided "as is" and "as available". We do not warrant uninterrupted or error-free operation, any minimum volume of Offers or traffic, or any level of earnings.

11.3 Limitation. To the maximum extent permitted by law, neither party is liable for indirect, incidental, special or consequential damages or lost profits. Our total aggregate liability under this Agreement will not exceed the total Commissions properly payable to you in the three (3) months before the event giving rise to the claim. Nothing in this Agreement limits liability that cannot be limited by law.

12. Suspension, Investigation and Termination

12.1 Term. This Agreement takes effect on your acceptance and continues until terminated. Either party may terminate at any time on written notice. Termination does not affect Commissions already earned on Qualified Conversions, which remain payable subject to Sections 7 and 8.

12.2 Suspension and investigation. We may suspend your Account or your participation in an Offer where we reasonably suspect a breach of this Agreement or Applicable Law. We will notify you by email and consider any written submissions. We aim to complete an investigation within thirty (30) days, extendable where third parties or regulators are involved or where requested materials are outstanding.

12.3 Termination for cause. We may terminate immediately where you have: (a) engaged in fraud, incentivized traffic, rebroking, or operated undisclosed or multiple accounts; (b) breached Applicable Law; (c) failed to provide materials or a screen-sharing session requested under Section 4.5; (d) provided false, incomplete or altered records; (e) used an unapproved third party or failed to identify the origin of traffic; or (f) committed any other material breach, or a breach repeated after notice.

12.4 Effect on Account Balance. On termination for cause we may reverse Commissions attributable to the conduct and set off amounts you owe us, including any amount we refund or credit to an Advertiser for fraudulent Conversions attributable to you. Any Balance remaining after those adjustments remains payable following completion of the investigation, subject to Sections 7 and 8.

13. Confidentiality

13.1 Each party will keep the other's non-public information confidential and use it only for this Agreement. Offer terms, payouts, margins, Advertiser identities not publicly disclosed, and Platform data are our confidential information. This obligation survives termination.

14. Non-Circumvention

14.1 During the term and for six (6) months after termination you will not knowingly circumvent our relationship with an Advertiser introduced to you through the Platform by contracting directly with that Advertiser for services of the kind provided under this Agreement, unless you had a prior relationship with that Advertiser or its identity was publicly known to you independently of the Platform.

15. Notices

15.1 We may give notice by email to the address on your Account or by posting on the Platform. You may give notice to us using the contact details shown on the Platform. Notice is deemed received when sent by email or posted, absent evidence to the contrary.

16. Governing Law and Disputes

16.1 This Agreement is governed by the laws of the Kingdom of Thailand, without regard to conflict-of-laws principles.

16.2 The parties will first attempt to resolve any dispute in good faith. Any dispute not resolved will be subject to the exclusive jurisdiction of the courts of Bangkok, Thailand. Either party may seek injunctive relief to protect its intellectual property or confidential information.

17. Miscellaneous

17.1 Independent contractors. The parties are independent contractors. Nothing creates a partnership, agency or employment relationship.

17.2 Assignment. You may not assign this Agreement without our consent. We may assign it to an affiliate or successor.

17.3 Set-off. We may set off any amount you owe us against any amount we owe you.

17.4 Severability; waiver. If any provision is unenforceable, the rest remains in effect. A failure to enforce is not a waiver.

17.5 Entire agreement. This Agreement and the Offer Rules are the entire agreement between the parties on their subject matter and supersede prior discussions.

17.6 Language. This Agreement is written in English, which is the controlling language. Any translation is provided for convenience only.

By registering for an Affinix account you acknowledge that you have read, understood and agree to be bound by this Agreement and the Offer Rules.