Terms and Conditions

Spotlancer is a marketplace for digital services. This agreement explains the rules that apply to buying or providing services using the Spotlancer platform (‘user terms’).

When we refer to the ‘site’ we’re talking about the Spotlancer platform at www.spotlancer.com. When we say ‘we’, ‘us’ or ‘Spotlancer’ it’s because that’s who we are and we own and run the site.

Our user terms apply to any use of the site whether or not you’re a member of the site. The user terms are between you and Spotlancer. You’re making a legal commitment to us to stick to our user terms when you visit our site so please read and understand them. If you don’t accept them then you will need to leave the site because any use, other than in agreement with these user terms, is unauthorised.

Finding and Buying a Service

Anyone can browse the site but if you want to buy or provide services, or use other site features, you need to become a member. Membership is free. We call a member who buys services a ‘buyer’. We call a member who provides services a ‘service provider’ (if you want to become a service provider additional terms apply). When we refer to ‘you’ in these user terms we mean any users of the site (including buyers and service providers).

Before you buy

Buyers are responsible for choosing the right services to meet their needs and making sure that all aspects of the services, including their scope, the number of revisions available and turnaround time meet their needs. Buyers need to give the service provider they select a full brief for each job. It is the buyer’s responsibility to make sure that the brief is comprehensive and clear. It’s also the buyer’s responsibility to make sure that communication is ongoing in order to keep the job alive.

Agreeing to buy

As a buyer or as a service provider, it is very important you understand the services agreement. It is a contract you are entering into every time you engage in a job.A service provider agrees to provide services by entering into a separate agreement directly with the buyer. This is called the ‘services agreement’. It is your responsibility to make sure you understand the terms of the services agreement. In these user terms we use the word ‘job’ to talk about the services that a service provider agrees to provide a buyer under a services agreement.Buyers need to keep in mind that they are purchasing a service and not a ready made product. This perspective is important when coming to disputing jobs if the quality of work is not up to your liking.Spotlancer is not part of any services agreements you enter into with other members. There is no joint venture between any member and us. We’re not a re-supplier of services provided by service providers. Service providers are independent contractors and are not our employees, sub-contractors, partners or agents. We provide the site and not the services.

Payment, pricing and taxes

The prices advertised on the site for services are set by the service providers. Service providers are responsible for deciding what prices they want to charge. Service providers may change their prices (or change or remove their services) without notice. The price will not change for any job already started.

All prices are stated and charged in Euro (EUR €) or US dollars (USD $). You are responsible for any costs associated with currency conversion or bank charges.

Buyers pay for services using one of the methods offered on the site (‘payment method’). We will hold the payment until the job has been closed.

Each of the following things need to happen to ‘close’ the job.

the service provider confirms that the services have been provided and submits content to the buyer for approval;
the buyer approves the outcome of the job;
the service provider completes the job by providing ‘materials’ to the buyer (‘job completion’);
seven days pass from job completion without a dispute being raised; and
if a dispute has been raised, the dispute resolution process is finalized.

The prices for services include all indirect taxes (like GST, VAT and sales taxes). Service providers are responsible for providing tax invoices to buyers on request.

The service provider pays us a fixed percentage of the price as a ‘platform fee’. We use revenue earned from the site to operate and maintain the site and the platform facilities it provides to users.

Enabling safe transactions – dispute resolution process

We offer a dispute resolution process for members. This is a benefit of membership. You agree to use the dispute resolution process to resolve any disputes. You can raise a dispute at any time while the job is in process and 7 days from the job completion. We will investigate each dispute, make any decision and take any action to implement our decision (such as making payments or part-payments and releasing content) at our sole discretion.

Buyers use the seven day period after job completion to make sure that they receive all the final deliverables, that is, all content promised under the services agreement (‘materials’). It is the buyer’s responsibility to make sure that they have received materials before the job is closed as a dispute cannot be raised after that time.

If a dispute is raised by either of you at any time before the job is closed we will continue to hold the payment until the dispute resolution process has come to an end. We will then allocate payment depending on the outcome of the dispute.

You can only use the dispute resolution process for services provided and communications made solely via the site. A dispute you raise may be ineligible for the dispute resolution process if it involves services provided, or communications made, outside the site. If you do not provide us with information or answers to our questions, or otherwise participate properly in the dispute resolution process, we have the right to resolve the dispute in favour of the other member.

When a dispute is resolved in the buyer’s favour the repayment will be made via the original payment method.

You release us from any liability relating to a dispute and the outcome of any dispute resolution process.

By using the site, especially while on beta you agree that we are not responsible and that you release us from any liability for any downtime, early closure, bugs, system failure or any other mis happen which will effect your income, business or performance.

Members’ promises to other members and to Spotlancer

When you’re using the site you make some promises to us, as well as to the other members that you deal with. You promise that you:

are who you say you are;
are over 18;
will keep your membership details confidential (including your password);
will be responsible for any access and activity on the site made as a result of using your membership details;
will only make representations on or via the site that are accurate and not misleading or untrue;
will be reasonable and polite in your dealings with us and other members;
will not breach any of the terms of the user terms, any services agreements and the service provider additional terms;
25% commission is taken off from the total price of each order processed via spotlancer.com
will participate fully in the dispute resolution process; and
will follow any other Spotlancer policies or rules that apply to the site, such as community and conduct rules.

What we own (our intellectual property)

We own all the content that we have put on our site (unless otherwise stated). This includes the design, compilation and look and feel of the site, all copyright, trademarks, designs and other intellectual property on the site. We claim ownership of all the trademarks, logos, service marks and trade names that we display on the site (unless otherwise stated).

You will not copy, distribute, modify or make derivative works of any of our content or use any of our intellectual property in any way not expressly stated in these user terms (or otherwise allowed at law).

What you own (your intellectual property)

You promise that you own, or have the appropriate rights to use, everything that you submit on or via the site. This includes everything that you post on the site and send to, or make available to, other members and to us including all files, assets, communications and materials (‘your content’). You promise that the use of your content on or via our site won’t infringe anyone else’s rights and that no further permissions from others are required regarding your content.

You give us a license to publish, copy, and communicate your content on or via the site, for the purposes of operating the site and providing the platform facilities to you. Your content will only be made publicly available if you post it on public parts of the site. Communications and other content sent between buyers and service providers are not viewable by other users.

Service providers will retain rights in their pre-existing materials provided to buyers, but grant buyers a broad license to these materials. Service providers will assign to buyers all materials created specifically under the agreed brief. This is set out in the services agreement.

You confirm that we may publish and copy any reviews and public comments you make on any websites run by Spotlancer for the purpose of cross-promoting the site.

Things you can’t do

You agree that you will not:

use a false email address, impersonate others, or misrepresent your affiliation with others;
attempt to gain unauthorised access to computer systems or content through the site;
attempt to contact other members through the site or use any information gained from the site with the intention to make a private arrangement that would otherwise be made using the site;
make your contact details public on the site or in any communications via the site. Contact details include your email address, street address, Skype name and phone number (but not social network handles);
enter any arrangements that are not consistent with these user terms or the services agreement;
engage in automatic gathering of information from or through the site (such as “database scraping” or harvesting of e-mail addresses);
attempt to interrupt or alter the site’s operation in any way (for example through sending mass unsolicited messages, “flooding” servers, or introducing a virus, time bomb, trojan horse, worm, cancelbot or other computer routine);
use the site or any of its content in a way that violates applicable law, that violates the intellectual property or other rights of us or others, or that is fraudulent, obscene, unprofessional, offensive, misleading or defamatory;
disclose information about any other member that you obtain via the site that is reasonably regarded as confidential or marked as confidential; or
modify, reproduce, display, publish, distribute, copy, transmit, perform, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through the site other than in accordance with the rights provided to you under these user terms or a services agreement.

Privacy

Our use of your personal information is governed by our privacy policy. You agree not to use personal information of other members outside of the site. We are not responsible for any misuse of personal information given by one member to another. Service providers do not receive a buyer’s credit card details.

Availability

The site will usually be available 24 hours a day, seven days a week. Sometimes we’ll need to interrupt or suspend your access to the site or the provision of the site’s platform facilities for maintenance, technical or other reasons. We’ll always try to give you notice if possible and try to keep such interruptions to a minimum. We do not have control over the availability of services or service providers.

Indemnity

Our indemnity to you.

We provide the site, not the services. We are liable and solely responsible for:

our use of the site;
the services, message, content, software or other information we send through the site;
our breach of any intellectual property rights belonging to others;
our breach of these user terms;
our breach of the service provider additional terms; and
our breach of any industry code, regulation or law that applies.

You have no responsibility to us for, and we agree to indemnify you from, all claims, liabilities, costs, expenses (including legal fees) and loss arising in any way from any of the matters set out in this clause.

Your indemnity to us.

You are liable and solely responsible for:

your use of the site;
any services you buy or provide through the site;
the services, message, content, information, software or other materials you send through the site;
your breach of any intellectual property rights belonging to others;
your breach of these user terms;
your breach of a services agreement;
your breach of the service provider additional terms; and
your breach of any industry code, regulation or law that applies.

We have no responsibility to you or to any another person for all claims, liabilities, costs, expenses (including legal fees) and loss arising in any way from any of the matters set out in this clause (‘claims’) and you agree to indemnify us, our directors, officers, employees and agents from all claims.

We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defence of such claim.

Liability

You should carefully assess whether the site is suitable for your needs. Everything on the site provided by us is given on an ‘as is’ basis and without warranties, either express or implied. We do not promise that the content or your access to the site will be uninterrupted or error-free, that any defects will be corrected, or that the site or content are free of viruses or any other harmful components. We make no promises regarding your access to the site, or the results of your access, in terms of correctness, accuracy, timeliness, completeness, reliability or otherwise. We are not liable to you for any loss claimed or incurred by you or others as a result of any lack of availability.

We accept service providers after we have considered examples of their previous work. But it is up to a buyer to make sure that service providers and their services meet the buyer’s needs. We don’t formally endorse service providers and their services. We don’t have control over anyone else’s business, representations, or the quality of their services or content, so we are not liable to you for anything provided by other members. If you are unhappy with a buyer, a service provider or a service, please use the dispute resolution process. As we’re not providing the services we don’t provide any type of insurance.

Warranties and refunds

In some jurisdictions there may be consumer or fair trading laws that apply and that may give you rights that we cannot exclude, restrict or modify (‘non-excludable law’). We do not exclude or modify any non-excludable law. Except as provided in a non-excludable law, we are bound only by the express promises made in these user terms and we are not bound by implied terms.

Except as provided in a non-excludable law, we are not liable for indirect, incidental, special or consequential damages, loss or revenue or loss of profits which result or arise from your using or accessing the site, or any inability to use or access the site. To the fullest extent permitted by law, our liability for breach of any implied warranty or condition which cannot be excluded is limited to supplying our site’s services again.

If a buyer wants a refund on a job that has been started but is not yet closed, the buyer needs to raise a dispute so that we can assess the claim though our dispute resolution process.

Once a job is closed, payment will not be refunded except as required under non-excludable law. To request a refund on a closed job a buyer can make a claim to Support. We will assess claims on their merits, with regard to the digital nature of the materials and services as well as communications between buyer and service provider before closure. If the job has been closed and the provider is no longer on the site or cannot be contacted by the buyer, this is not a ground to ask for a refund.

There is no obligation to provide a refund for reasons which include if the buyer:

has changed their mind about the services;
does not like the samples provided by the service provider which are up to standard to the service bought as shown in the service description and service images.
bought the services by mistake;
does not have sufficient expertise to use the materials (unless the services did not meet the requirements of the brief); or
asks for goodwill.

Right to change, investigate or terminate

Although we can change any of our Spotlancer terms at any time we will take reasonable steps to let you know when we do so.

We can look at or remove any of your content for any reason in our discretion. Reasons might include quality assurance, dispute resolution, if we get sent a DMCA notice, if we think that the use of your content is unauthorised, misleading, incorrect, offensive, or in breach of anyone else’s rights, or if we think that your use of the site might result in liability to us or any member. We may investigate any job, allocate monies in certain circumstances and may freeze funds (for reasons such as our investigation of potential fraud) in our sole discretion.

We can suspend or terminate your membership at any time for any reason, including if you breach the user terms or service provider additional terms.

When dispute resolution does not apply

You acknowledge that the dispute resolution process is not a legal process and that we do not, and cannot, provide legal advice. Agreeing to use the dispute resolution process does not take away your own rights and you can take your own legal advice at any time.

Although we can’t force you to accept the decisions we make, and you retain all your legal rights, we reserve the right to suspend or cancel membership of members that do not use this process fairly in our view.

We want you to take advantage of the dispute resolution process and recommend that you use it before trying other ways to resolve issues using others. If a buyer issues a charge back through a payment provider, we can’t start the dispute resolution process, or make a payment to either buyer or service provider, until that charge back process has been finalized.

Law

The laws of our operative country govern these user terms, and you submit to the jurisdiction of the courts there. Any notice you provide to us must be emailed to us.


These user terms will apply at all times that you access the site; they will end when you are no longer a member of the site and no longer access the site.


Clauses 29, 31, 32, 33, 35, 36, 37, 43, 44 and 45 continue to be in effect when these user terms end because they contain our continuing promises or obligations.


We do not provide any legal advice on this site. Please consider for yourself the suitability of these user terms, the services agreement between buyers and service providers and, if you are a service provider, the service provider additional terms.

Affiliate Program Terms and Conditions

To participate in the Spotlancer Affiliate program, you must agree to the following:

This Affiliate Agreement (the “Agreement”) contains the complete terms and conditions between Spotlancer, and You, regarding your application to participate as an affiliate of Spotlancer (“Affiliate”), and the establishment of links from your website to our websites, Spotlancer.com and its sub domains and services.

BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE Spotlancer AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

1. Spotlancer’s Affiliate Agreement Definitions

1.1. “We”, “Our”, “Us”, “Spotlancer” means Spotlancer International Ltd. and its affiliates.

1.2. “You”, “Your” and “Affiliate(s)” means the business, individual or entity applying for participation in the Spotlancer Affiliate Program, or that displays Our products, services and/or promotions on its website and/or through offline representation through the affiliate tracking code in exchange for receiving remuneration from Spotlancer for sales resulting from such display.

1.3. “Affiliate Program” means Spotlancer’s Affiliate program available on our website at: https://www.spotlancer.com/affiliates

1.4. “Affiliate Site” means the Affiliate’s Internet site which displays Spotlancer services and/or promotions.

1.5. “Spotlancer Services” means products and services that are available for purchase through Spotlancer.com.

1.6. “Canceled Purchase” means any purchase refunded, canceled, suspended or subject to chargeback.

1.7. “Commission Fees” or “Commissions” – Under the Affiliate Program, subject to the terms hereof, you will be paid a Commission Fee for each Qualified Purchase by a Referred User that you directly referred to Spotlancer under and in accordance with this Agreement.

1.8. “Spotlancer Marks” means, without limitation, Spotlancer’s trademarks, trade names, logos, copyrights, service marks, corporate names, and any other distinctive name or brand related to Spotlancer, whether registered or not.

1.9. “Spotlancer Sites” means www.spotlancer.com their sub domains and/or any other website as may be added by Spotlancer, at its sole discretion from time to time.

1.10. “Fraudulent Traffic” – means any deposits or traffic generated at the Affiliate Site through illegal means or in bad faith to defraud Spotlancer, regardless of whether or not it actually causes harm to Spotlancer. Fraudulent Traffic includes but is not limited to spam, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the services, system, bonuses or promotions not approved by Spotlancer, offers to share the Affiliate Fee, directly or indirectly, with user and any other unauthorized use of any third party accounts, copyrights or trademarks.

1.11. “Intellectual Property Rights” or “IPR” means without limitation copyrights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, author’s right, contract and licensing rights, goodwill and all other intellectual property rights as may exist now/or hereafter come into existence and all renewals and extensions thereof, regardless such rights arise under the laws of the state of Israel or any other state, court and jurisdiction.

1.12. “Prohibited Activity” means any activity that involves, facilitates, advocates or promotes one or more of the following: (a) discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age, national origin or disability; (b) libelous, defamatory, obscene, pornographic, sexually explicit or abusive activities; (c) gambling or illegal substances; (d) sedition or illegal activities; (e) false or misleading advertising; or (e) a conflict or violation of any law, rule, regulation or any intellectual property or other rights of any person, party or entity.

1.13. “Qualified Purchase” means a purchase made by a Referred User of a Spotlancer service, from Spotlancer platform, provided that such purchase meets the criteria set forth in Section 4 hereof. Any purchase refunded, canceled, suspended or subject to chargeback will not be qualified as a Qualified Purchase, and shall be referred to as “Canceled Purchase”.

1.14. “Referred User” means each new and unique User referred directly from Affiliate through a Link (defined in Section 2 below) provided by or approved by Us, which meets the criteria set forth in Section 4 hereof, who has opened an account on the Spotlancer Site.

1.15. “Registration Form” means any and all order forms for enrollment, registration forms, or other signup or acceptance forms (whether online, paper, fax, or otherwise) submitted by You in order to enroll into Spotlancer’s Affiliate Program, or, as applicable, the Referred User to make a Qualified Purchase.

1.16. “Sponsored Link” means a link offered, created, or displayed for a fee or any commercial arrangement by any internet search engine, portal, sponsored advertising service or other search or referral service which uses search terms or key words to identify, draw attention to or direct internet traffic to an internet site.

1.17. “Term“ means the term of this Agreement as detailed in Section 12 herein.

1.18. “Terms of Service“ means Spotlancer’s terms of service applicable to all users, as amended from time to time, available at https://www.spotlancer.com/terms-and-conditions/.

1.19. “Tracking System” means Spotlancer unique and specific tracking mechanism that will allow Affiliate to track the traffic and users which arrive via the Affiliate Activity (including but not limited to the Affiliate Site).

2. Requirements

2.1 Enrollment in the Spotlancer Affiliate Network

To begin the enrollment process, you must register as a normal user on Spotlancer. By default any user is registered as an affiliate. Spotlancer has sole discretion whether to revoke your enrollment to the Spotlancer Affiliate Program.

If We agree to keep You to Our Affiliate Program, at Our sole discretion, We will make available to You a variety of graphic and textual links and/or widgets and plug-ins (including, among other, links for referring other affiliates, each of these links, widgets and plug-ins sometimes being referred to herein as “Links” or, individually, a “Link“), which are subject to the terms and conditions hereof. The Links will serve to identify Your site as a member of the Spotlancer Affiliate Program and will establish a Link from Your site or e-mail to Ours. In utilizing the Links, You agree that You will cooperate with Us in full in order to establish and maintain such Links.

You also agree that You will display on Your site only those graphic or textual images(indicating a Link) provided by Us or text messages expressly approved in advance and in writing by Spotlancer. All Affiliate Sites shall display such graphic and/or textual images prominently in relevant sections of their site. Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred User’s knowledge. Any information regarding Spotlancer and its associated brands that is going to be displayed on Your Site must be provided by Us and expressly approved by Us in writing in advance of any display.

2.2 All Links may be modified and/or expanded from time to time throughout the term of this Agreement pursuant to the mutual agreement of the parties hereto. You are not allowed to post any refunds, credits or discounts, or other content concerning Spotlancer, unless We have given You prior written permission in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and links provided by Us. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in Us terminating your eligibility to be an Affiliate of Spotlancer and disqualifying you from the Affiliate program and/or withholding of Your Commissions.

3. Order Processing

We will process orders placed by Referred Users who followed the Links from your Site to the Spotlancer sites. We reserve the right, at our sole discretion, to reject orders that do not comply with all requirements under this Agreement and our Terms of Service. All aspects of order processing and fulfillment, including Spotlancer service, cancellation, processing, refunds and payment processing will be Our responsibility. We will track the Qualified Purchases generated by Your Site and will make this information available to you through our affiliate website. To permit accurate tracking, reporting, and Commission accrual, you must ensure that the Links between your Site and our website are properly formatted.

4. Commission Determination

4.1 Under the Affiliate Program, you will be paid a Commission Fee for each Qualified Purchase by a Referred User that you refer to Spotlancer in accordance with the terms of this Agreement. Each Referred User and each Qualified Purchase must meet the following criteria (the “Criteria“):

4.1.1 Each Referred User must be a new and unique visitor to Spotlancer.

4.1.2 Commission shall not be paid to the Affiliate for a Referred User that was already tracked through Spotlancer’s tracking system prior to visiting through the Affiliate.

4.1.4 Each Referred User must make a Qualified Purchase, and provide a valid payment for the purchased Spotlancer services. To generate a Commission Fee for You, each Referred User must be an active, qualified User of Spotlancer and must be up-to-date in all payments at the time the Commission Fees are processed, and not have been subject to a refund, credit, cancellation, suspension or chargeback (these purchases shall be deducted from the Commission Fee as further detailed in Section 4.2.1 below).

4.1.5 Each Referred User must sign up in a manner, which in Our sole judgment, definitively establishes that the Referred User was referred for the first time directly from You to Spotlancer under this Agreement based on our Tracking System.

4.1.6 Each Referred User must remain in compliance with our Terms and Service, and all applicable policies and guidelines of Spotlancer that are applicable at the time the Commission Fees are processed.

4.1.7 Commission Fees may not be paid for the Qualified Purchase if the Referred User received a refund or credit from the Affiliate.

4.1.8 Spotlancer reserves the right to withhold initial Commission Fees for Affiliates who are new to the Affiliate program, or who have commissions that are potentially fraudulent as determined by Spotlancer in its sole discretion, in order to determine the legitimacy and cancellation rates of Referred Users.

4.1.9 Spotlancer reserves the right to suspend payment of Commission Fees at any time and indefinitely, if it suspects fraud or Fraudulent Traffic, improper activity or a potential breach of any of the terms in this Agreement by the Affiliate or a Referred User(s). Spotlancer reserves the right to deduct from Affiliate’s current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled Spotlancer purchases. Where no subsequent Commission Fee is due and owing, Spotlancer will send Affiliate a bill for the balance of such Commission set off upon termination of the Affiliate Program or termination of the Referred User.

4.1.10 Spotlancer, in its sole discretion, reserves the right to withhold indefinitely any Commission Fee, and/or to reverse, deny or reject any Commission Fee, and/or to deny or reject any Affiliate account, and/or terminate this Agreement immediately, for:

(i) Any account/sale which has not been in an approved status in good standing as an account of Spotlancer for a period of at least thirty (30) days.

(ii) All commissions generated for accounts that may be subject to Fraudulent Traffic.

(iii) Any orders deemed to be fraudulent or for which We see a pattern of potentially fraudulent activity, including, without limitation, where there are multiple accounts (whether Spotlancer accounts or Affiliate accounts) which are being operated by the same User or person, or referral of accounts which do not comply with this Agreement.

(iv) Altering Our Links in any way.

(v) Affiliates whom we believe may be artificially submitting Referred Users or charging double commissions, using false advertising, using marketing practices that we deem to be unethical or likely to attract fraudulent signups and/or signups with a very low likelihood of renewal.

(vi) Any direct referral or traffic to Spotlancer Sites from search engines, and/or the use of “Spotlancer” as a key-word for paid ads in search engines, including, without limitations, Facebook, Google, Bing, Yahoo, etc.

(vii) Any use of misleading sites, or accounts in social media.

4.2 Commission Fee Accrual and Payments

4.2.1 Subject to the terms of this Agreement, We will pay a Commission Fee equal to the specified percentage or euro amount in accordance with the Commission Plan with respect to Qualified Purchases, less any Canceled Purchases. Commission Fees will be processed 30 days after the job has been marked as finished as set forth below.

4.2.3 Commissions will accrue and only become payable once (i) you provide all relevant tax and address information pursuant to Section 6 below; and (ii) Commissions accrued to a minimum of $100 (the “Commission Threshold“) based on the commission rates stated on Spotlancer Tracking System.

4.3 Commission Plan

The Spotlancer Affiliates program offers Commissions for every Qualified Purchase, as described in the Commission Plan, available at: https://spotlancer.com/affiliates (the “Commission Plan”).

Standard Commission Plan: Affiliates are offered a “Standard Commission Plan” which rewards the affiliate a 10% fee of the total purchase amount made by such Referred User during 180 days following the day they were referred.

Spotlancer reserves the right to change the Commission Plan at any time and/or agree on special commission rates with certain Affiliates individually and/or reduce future commission rates for individual Affiliates (subject to prior notice) based on poor performance or due to the Affiliate promoting their own Spotlancer services.

4.3.1 Payment Forms/Types

Commission Fees shall be paid based on the current information in Your Affiliate profile / Spotlancer Wallet. It is your responsibility to notify us promptly of any change in your address or tax number by updating Your profile information. Payment shall be made within 30 days after the job has been marked as finished. A threshold of €100 is required to process a withdrawal request.

5. Disputes

Affiliate has access to Spotlancer’s real-time Affiliate Program statistics and activity and specifically agrees to file any tracking or commission disputes as well as any other disputes and discrepancies within 10 days after the job has been marked as finished. Disputes filed after more than 10 days of the date on which the status of the job is marked as finished will not be accepted by Spotlancer and Affiliate forfeits forever any rights to a potential claim.

6. Taxes Address Changes

6.1 It is Your responsibility to provide Spotlancer with accurate tax and payment information that is necessary to issue a Commission Fee to You through your Spotlancer account.

6.2 You are responsible for the payment of all applicable taxes related to the commissions you receive under this Agreement.

6.3 You are responsible for informing Spotlancer of changes to postal and e-mail addresses, as well as any changes to your name, email address, contact information, tax identification number, or other personal information that will impact Spotlancer’s ability to issue a valid Commission payment.

7. Obligations Regarding Your Site

You will be solely responsible for the development, operation, and maintenance of Your site and for all materials that appear on Your site. Such responsibilities include, but are not limited to, the technical operation of Your site and all related equipment; content, descriptions, and references on Your site and linking those descriptions to Our website; the accuracy and propriety of materials posted on Your site (including, but not limited to, all materials related to Spotlancer Services); ensuring that materials posted on Your site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal. We disclaim all liability and responsibility for such matters and You shall indemnify Us for any and all claims, losses, suits, demands liabilities, costs or expenses howsoever arising due to any misappropriation, infringement of a third party right or violation of any of your undertaking or warranties set forth in this Section 7.

You further represent, warrant, covenant and agree that You will not use the Spotlancer Services or Our website to engage in or promote any Prohibited Activity and undertake to comply will all state and federal laws, rules and regulation applicable to the operation of Your business.

8. Spotlancer Responsibilities

We will be responsible for providing all information necessary to allow You to make appropriate Links from Your site to Our site. Spotlancer will be solely responsible for order processing of orders/Qualified Purchases placed by a Referred User following a Link from Your site, including but not limited to payment processing, cancellations, refunds and related Spotlancer service. Spotlancer shall also be responsible for tracking the volume and amount of Qualified Purchases generated by Your site, and for providing information to Affiliates regarding Qualified Purchases statistics.

9. Policies and Pricing

Referred Users who purchase Spotlancer Services through the Affiliate Network will be deemed to be Our Users. Accordingly, all of Our rules, policies, and operating procedures concerning Spotlancer orders, Spotlancer service, and Spotlancer Services sales will apply to those Users.

10. E-mails and Publicity

10.1 You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as “SPAM”). Any email communication sent will be coordinated in writing with Spotlancer including dates and amounts of emails to be sent. Spotlancer, in its sole discretion, reserves the right to reject each and every electronic mailing suggestion. The content of any e-mail message shall be subject to this Section 10. Additionally, You may only send e-mails containing a Spotlancer Affiliate link and or a message regarding Spotlancer or Spotlancer’s Affiliate Program to person(s) who have been previously contacted and whom consented to receipt of e-mails from containing Spotlancer information or information about the Spotlancer Affiliate program. Failure by You to abide by this section, CAN-SPAM Act of 2003 or our Anti-Spam Policy, in any manner, will be deemed a material breach of this Agreement by You and foreclose any and all rights you may have to any commissions. In addition, if your account has excessive clicks in a very short period of time as determined by Spotlancer in its sole discretion, the Affiliate relationship may be terminated.

10.2 Compliance with the FTC’s Endorsement Guidelines: In all public postings and advertising materials related to the Spotlancer Sites and/or the Link (including any future Sub Affiliate Link), you will comply with the Federal Trade Commission’s Revised Endorsement and Testimonial Guides, which can be found here: https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf.

In this regard, you commit, without derogating from any other guideline, to disclose your relationship with Spotlancer clearly and conspicuously on your Affiliate Site and maintain such disclosure visible near the Link, wherever it is published.

11. Licenses and Use of the Spotlancer Marks

11.1 Subject to the limitations set forth in Section 2 above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable limited license to (i) access the Spotlancer Site through the Links solely in accordance with the terms of this Agreement; and (ii) solely in connection with such Links, to use the Spotlancer Marks (but only in the form(s) that they are provided by Us), for the sole purpose of promoting Spotlancer Services and/or Spotlancer Site, and as approved in advance by Us. You may not alter, modify, or change the Spotlancer Marks in any way.

11.2 You shall not make any specific use of any Spotlancer Marks for purposes other than promoting Spotlancer Services and/or Spotlancer Site, without first submitting a sample to Us and obtaining the express prior written consent of Your Spotlancer account executive, which consent shall not be unreasonably withheld. You agree not to use the Spotlancer Marks in any manner that is disparaging or that otherwise portrays Spotlancer, any hosted member of Spotlancer or any Spotlancer employee or representative in a negative light. We reserve all of Our rights in the Spotlancer Marks and of Our other proprietary rights. We may revoke Your license at any time, by giving You written notice. If not revoked, this license shall terminate upon expiration or

termination of this Agreement.

11.3 You grant to Us a non-exclusive, royalty free, worldwide license to utilize Your names, titles, and logos, as the same may be amended from time to time (the “Affiliate Trademarks”), to advertise, market, promote, and publicize in any manner Our rights hereunder; provided, however, that We shall not be required to so advertise, market, promote, or publicize the Affiliate Trademarks. This license shall terminate upon the expiration or termination of this Agreement.

12. Term and Termination

12.1 The Term of this Agreement will commence upon Our acceptance of Your application to enroll to our Affiliate Program and acceptance of Your Registration Form and will end when terminated by either party. Notwithstanding section 4.1.10 above, either You or Spotlancer may terminate this Agreement at any time, with or without cause. You are only eligible to earn Commission Fees on Qualified Purchases occurring during the Term, and Commission Fees earned through the date of termination will remain payable only if the orders for the related Spotlancer Services are not cancelled and comply with all Terms stipulated in this Agreement. We may withhold Your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Users are legitimate as determined by Spotlancer in its sole discretion.

12.2 Any Affiliate who violates either this Agreement or Spotlancer’s Terms of Service will immediately forfeit any right to any and all accrued Commissions Fees and will be removed from the Spotlancer Affiliate Program.

12.3 Spotlancer reserves the right to remove an Affiliate from the Affiliate Program, and to terminate or suspend this Agreement, at any time for any reason, in Spotlancer’s sole discretion.

12.4 Without limitation, Affiliate’s participation in the Program, and this Agreement, shall be deemed automatically terminated and all commissions forfeited upon Affiliate’s violation of any of the terms of this Agreement, Spotlancer’s Terms of Service or of any applicable law or regulation.

13. Modification

We may modify any of the terms and conditions contained in this Agreement at any time in Our sole discretion. Such modifications shall take effect when posted on Our site. Spotlancer, in its sole discretion, reserves the right to notify You by e-mail and further reserves the right to withhold notification of any changes made to this Agreement.

14. Disclaimers

14.1 Spotlancer makes no express or implied warranties or representations with respect to the Affiliate Program, the Spotlancer Site, the Link or any Spotlancer Services sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, We make no representation that the operation of the Spotlancer Site will be uninterrupted or error free, and We will not be liable for the consequences of any interruptions or errors, including the tracking of information about Referred Users during the period of interruption. YOU USE OUR SITE, THE PROGRAM, THE LINK (INCLUDING ANY WIDGETS) AND OUR SERVICES AT YOUR SOLE RISK AND AT YOUR OWN FREE WILL. SPOTLANCER’S CONTENT IS BASED ON USER GENERATED CONTENT AND SPOTLANCER MAKES NO REPRESENTATIONS AS TO ANY OF THE INFORMATION FOUND ON THE SPOTLANCER SITE. THE AFFILIATE PROGRAM AND OUR SERVICES, AS WELL AS ALL MATERIALS ON SPOTLANCER’S SITE AND THE LINK ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. WE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SPOTLANCER SITES AND/OR SERVICES.

14.2 YOU ACKNOWLEDGE THAT SPOTLANCER IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE PROGRAM, OUR SERVICE OR THE SPOTLANCER SITE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. SPOTLANCER MAKES NO WARRANTY AND DISCLAIMS ALL LIABILITY REGARDING THE COMPLETENESS, ACCURACY, CONSISTENCY OR SECURITY OF THE SPOTLANCER SITE AND THE SPOTLANCER SERVICES. WE ARE NOT RESPONSIBLE OR LIABLE FOR HARM THAT RESULTS FROM YOUR ENROLLMENT TO THE AFFILIATE PROGRAM, OR USE OF THE SPOTLANCER SITE OR ANY SERVICE PROVIDED THEREIN.

14.3 Should the materials or services provided prove defective and/or cause any damage to equipment or any loss or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes the entire cost and liability for such damage or loss.

15. Limitation of Liability

SPOTLANCER, ITS SUBSIDIARIES AND ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS OR SUPPLIERS WILL NOT, UNDER ANY CIRCUMSTANCE, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE AFFILIATE PROGRAM AND/OR THE USE OF THE LINK OR ANY WIDGETS OR PLUG-INS PROVIDED BY SPOTLANCER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, SPOTLANCER ITS SUBSIDIARIES AND ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS OR SUPPLIERS WILL NOT BE HELD LIABLE FOR ANY LOSSES OF ANY KIND THAT MAY RESULT DUE TO DOWNTIME AND/OR THE AVAILABILITY OF THE Spotlancer SITE OR THE AFFILIATE PROGRAM AND/OR ANY OTHER THIRD PARTY DOWN TIME.

SPOTLANCER’S AGGREGATE TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED IN ANY EVENT THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

16. Relationship of the Parties

You and Spotlancer are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on Our behalf. You will not make any statement, whether on Your site or otherwise, that reasonably would contradict anything in this Section.

17. Representations and Warranties

You hereby undertake, represent and warrant to us as follows:

(i) This Agreement has been duly and validly executed and accepted by You and constitutes Your legal, valid, and binding obligation, enforceable against You in accordance with its terms.

(ii) The execution and performance by You of this Agreement and the consummation by You of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which You are subject, (ii) any order, judgment, or decree applicable to You or binding upon Your assets or properties, (iii) any provision of Your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to You or binding upon Your assets or properties.

(iii) You are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to Us the license to use Your trademarks in the manner contemplated herein, and such grant does not and will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to You or binding upon Your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity.

(iv) No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by You in connection with the execution, delivery, and performance of this Agreement or the taking by You of any other action contemplated hereby.

(v) There is no pending or, to the best of Your knowledge, threatened claim, action, or proceeding against You, or any Affiliate of Yours, with respect to the execution, delivery, or consummation of this Agreement, or with respect to Your trademarks, and, to the best of Your knowledge, there is no basis for any such claim, action, or proceeding.

(vi) During the term of the Agreement, You will not include in Your site content that is, in Our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in violation of Our Terms of Service or Acceptable Use Policy.

(vii) You are at least eighteen (18) years of age.

(viii) You are not engaged in any Prohibited Activity.

(ix) Each Referred User and each Qualifying Purchase referred or submitted by You to Us, is valid, genuine, unique and not fraudulent and meets each of the Criteria for generating a Commission Fee as provided in this Agreement.

(x) You shall not use, procure, bid on or otherwise arrange for a sponsored Link which uses or includes any of the Spotlancer Marks.

(xi) You undertake, directly and in any indirect manner, not to register, procure or use any Internet domain name that includes any of the Spotlancer Marks or any variations or names similar to any of the Spotlancer Marks.

18. Indemnification

You hereby agree to indemnify and hold harmless Us and Our subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that Our use of the Affiliate Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by You herein, (iii) any claim related to Your site, including, without limitation, its development, operation, maintenance and content therein not attributable to Us or (iv) Affiliate engaging in any Prohibited Activity.

19. Confidentiality

Each of the parties here to agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Spotlancer and vendor lists, and pricing and sales information, shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver the copy of any such information (a) to any person pursuant to a valid subpoena or order issued by any court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

20. Independent Investigation

Your application submission acknowledges that you have read this agreement and agree to be bound by all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit Spotlancer relationships on terms that may differ from those contained in this agreement. we may also solicit Spotlancer relationships with entities that operate websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the Spotlancer Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this agreement.

21. Governing Law

The laws of the State of Malta will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in Malta and You irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without Our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce Your strict performance of any provision of this Agreement will not constitute a waiver of Our right to subsequently enforce such a provision or any other provision of this Agreement.

I INDICATE MY APPROVAL OF THIS AGREEMENT AND DESIRE TO BECOME AN AFFILIATE UNDER THESE TERMS AND CONDITIONS BY PROMOTING SPOTLANCER THROUGH MY AFFILIATE LINKS AND MARKS MADE AVAILABLE ON THE AFFILIATE PORTAL