On behalf of our company, we welcome you as a new contractual partner (hereafter “Affiliate”) and wish you the best possible success for your activity as an independent Affiliate of the Independent Digital Assets Alliance LLC (“IDAA”), Sharjah Media City, Sharjah, UAE, represented by its manager (CEO) Mr. Peter Klein, resident there, and above all, much pleasure in the distribution of our services (more information on our services/digital goods under § 2 of the General Affiliate Conditions). In the distribution of our services and the contact with other people, the consumer friendliness and security, seriousness, a fair cooperation, as well as the respect of law and good morals are always in the foreground. This applies to the entire environment of the direct sales industry.
Therefore, we would like to ask you to read the following ethical rules and our General Affiliate Conditions very carefully, and to make them your daily guiding principle for the performance of your business.
Ethical rules for dealing with consumers
• Our Affiliates advise their customers honestly and sincerely and clear up any misunderstandings about services, the business opportunity or other statements during a consultation.
• At the customer's request, a sales talk is dispensed with, the conversation is postponed or a conversation that has already begun is broken off in a friendly manner.
• During a customer contact, the Affiliate shall inform the consumer about all points relating to the services (e.g. intended use, condition, application) or - at the consumer's request - the sales opportunity.
• All information on digital goods must be comprehensive and truthful.
• The consumer will not be induced to accept services by dubious and/or misleading promises, or by promises of special benefits, if these benefits are linked to future, uncertain success.
• An Affiliate may not provide any information regarding its remuneration or the potential remuneration of other Affiliates. Furthermore, an Affiliate may not guarantee any remuneration or raise expectations.
Ethical rules for dealing with Affiliates
• Affiliates always treat each other fairly and respectfully. The above also applies to dealings with affiliates of other social selling companies, online distributors or other direct marketers.
• New Affiliates are truthfully informed about their rights and obligations. Information on possible turnover and chances of acquisition are to be omitted.
• No verbal assurances about IDAA services may be given.
• Affiliates are not allowed to poach affiliates of other companies. Affiliates are also not allowed to induce other Affiliates to change sponsors within IDAA.
• The obligations of §§ 7 - 10 of the following General Affiliate Conditions are to be observed as ethical rules at all times.
Ethical rules for dealing with other companies
• IDAA's Affiliates will always be fair and honest with other companies in social selling or other direct marketing areas.
• Systematic enticements of affiliates of other companies will be omitted.
• Disparaging, misleading or unfair comparative claims about the performance or distribution systems of other companies are prohibited.
With these ethical rules of our company in mind, we would now like to familiarize you with IDAA's General Affiliate Conditions.
§ 1 Scope of application
(1) The following terms and conditions are part of every affiliate agreement between the Independent Digital Assets Alliance LLC, UAE, Sharjah Media City, Sharjah, UAE, represented by its manager (CEO) Mr. Peter Klein, resident there (hereafter “IDAA”), email email@example.com, and the independent and autonomous contractual partner, affiliate program participant or team partner (hereafter “Affiliate”).
(2) IDAA provides its services exclusively on the basis of these General Affiliate Conditions.
§ 2 Subject matter of the contract, equipment package and additional services
(1) IDAA is an innovative distribution company that sells high-quality digital content, tools, offers and services (hereafter “Digital Goods”) to its end customers through direct sales.
(2) The Affiliate has, without any obligation to do so, the opportunity to broker Digital Goods for IDAA of its free choice, so that the brokerage of these Digital Goods forms the basis of an Affiliate's business. The Affiliate shall receive a corresponding commission for its activity as an intermediary. In addition to the annual service fee (see § 6), it is not mandatory for the Affiliate to make any financial expenditures for this activity, to purchase a minimum number of digital Goods from IDAA, or for the Affiliate to recruit other Affiliates. Only registration is required.
(3) In addition, there is, without any obligation to do so, the further possibility to recruit other Affiliates for a distribution of the Digital Goods from IDAA and to receive a commission on the goods turnover of the recruited Affiliate. The Affiliate shall expressly not receive any commission for the mere advertising of a new Affiliate. The commission, as well as the manner of payment or other fulfilment of the commission claim, is based on the remuneration plan applicable at that time.
(4) For the commencement and execution of its activities, IDAA shall provide the Affiliate with an online back office in addition to a landing page, which enables the Affiliate to have a constantly updated and comprehensive overview of its sales, commissions and customer and downline developments. In addition, the Affiliate can purchase different equipment and/or service packages for a fee, without any obligation to do so. The content and prices of the individual business packages and the personalized internet presence can be obtained by the Affiliate from the back office.
§ 3 General requirements for the conclusion of the contract
(1) A contract may be concluded with legal entities, partnerships or natural persons who have, or are represented by persons who have, reached the age of 18 and are entrepreneurs in accordance with the applicable law and in possession of a trade licence, if required. A conclusion of a contract by consumers is not possible.
(2) If a legal entity or a partnership (GbR, OHG, KG, Ltd, Llc, etc.) submits an affiliate application, the relevant extract from the commercial register of the company's registration - if available in the case of a partnership - must be submitted, as well as the sales tax identification number. All partners must be at least 18 years of age. The partners are each personally liable to IDAA for the conduct of the legal entity.
(3) Each Affiliate is only entitled to acquire one position in the compensation plan, whereby circumvention of this requirement by registering as a natural person and additionally via a legal entity or partnership is prohibited.
(4) The Affiliate is obligated to complete the online Affiliate application completely and correctly and to submit it to IDAA electronically. In addition, the Affiliate accepts these General Affiliate Terms and Conditions as acknowledged and as an integral part of the contract by placing a separate "tick mark" on the application form. IDAA reserves the right to obtain further information from the Affiliate in individual cases.
(5) Upon registration, the Affiliate must choose its e-mail address and a password, after which it will receive a confirmation e-mail to the e-mail address provided by it with the access data. After receipt of the access data, the Affiliate can create a profile on the internet platform and gain access to the content provided on the Internet platform:
(6) Changes to the Affiliate's personal data must be reported to IDAA without delay.
(7) IDAA reserves the right to reject Affiliate applications at its sole discretion without any justification. As far as online PO forms or order forms are used, they are considered part of the contract.
(8) In the event of a breach of the obligations set out in paragraphs (1) to (4), IDAA is entitled, without prior warning, to terminate the Affiliate contract without notice and, where appropriate, to reclaim any commission paid out. In addition IDAA expressly reserves its right for this case of the cancellation without notice to further claim for damages.
§ 4 Status of the Affiliate as an entrepreneur
(1) The Affiliate acts as a self-employed and independent entrepreneur. It is neither an employee nor a commercial agent or broker of IDAA. There are no sales targets, acceptance, distribution or other activity obligations. The Affiliate is not subject to any instructions from IDAA, except for contractual obligations, and bears the full entrepreneurial risk of its business activities, including the obligation to bear all of its business costs and the obligation to pay its employees, if any.
The Affiliate shall set up and operate its business in the sense of a prudent businessman, including the operation of its own offices or a workplace managed in the sense of a prudent businessman.
(2) The Affiliate, as an independent entrepreneur, is solely responsible for compliance with the relevant legal provisions, including the tax and social security law requirements (e.g. obtaining a sales tax identification number, registering its employees with the social security authorities, as well as for obtaining a business license, if required). In this respect, the Affiliate assures that all commission income that it generates in the course of its activities for IDAA is duly taxed at its place of business. IDAA reserves the right to deduct from the agreed commission the respective amount for taxes and duties or to claim damages or reimbursement of expenses which it incurs due to a violation of the aforementioned requirements, unless the Affiliate is not responsible for the damage or expense. No social security contributions will be paid by IDAA on behalf of the Affiliate. The Affiliate is not authorized to make statements or enter into commitments on behalf of IDAA.
§ 5 Voluntary contractual cancellation policy
You register with IDAA as an entrepreneur and not as a consumer, so you have no legal right of withdrawal. Nevertheless, IDAA grants you the following voluntary two-week contractual right of withdrawal.
Voluntary right of withdrawal
You can withdraw your contract declaration in written form (by letter or e-mail) within two weeks without giving reasons. The period begins with the online transmission of the application for a contractual partnership. To comply with the withdrawal period it is sufficient to send the withdrawal in time (date of postmark/e-mail).
The withdrawal must be sent to the Independent Digital Assets Alliance LLC (IDAA), Sharjah Media City, Sharjah, UAE, e-mail: firstname.lastname@example.org.
Waiver of the right of withdrawal
A handover/transmission/provision of Digital Goods or other services will only take place after expiry of the withdrawal period. If the Affiliate wishes to have the handover/transmission/provision of Digital Goods or other services before the end of the withdrawal period, the Affiliate hereby expressly waives its right of withdrawal.
Consequences of withdrawal:
In the event of an effective withdrawal of the contractual declaration, the services received by both parties must be returned and any benefits derived must be surrendered. If you are unable to return the received goods or services in whole or in part or only in a deteriorated condition, you must compensate us for lost value. Obligations to refund payments must be fulfilled within 30 days. The period begins for you with the dispatch of your withdrawal notice or the item.
An Affiliate may re-register with IDAA after exercising its right of withdrawal. The prerequisite is that the withdrawal of the Affiliate was made at least 9 months ago and the withdrawing Affiliate has not performed any activities for IDAA during this time.
End of the withdrawal instruction
§ 6 Administration, support and processing fee / license fees
(1) By registering with IDAA and by purchasing an Active Bundle, the Affiliate acquires for the first six months a right to use the provided landing page, the back office and the other videos and other tools made available through it. The aforementioned right of use is a simple, non-transferable right of use related to the specific landing page, the back office and the other videos and other tools made available hereunder. The Affiliate has no right to change, edit or otherwise alter the content of the videos and other tools, nor is the Affiliate entitled to grant sublicenses. The aforementioned right of use also includes the maintenance, service, update and upgrade fees, so that the fee charged will in future be referred to as the service fee.
(2) From the 7th month of the contract onwards, IDAA shall charge separately an annual service fee within the meaning of paragraph (1), the duration and payment of which are set out in § 16 (1) and the amount of which is shown in the respective IDAA price table.
§ 7 Affiliate's obligations within the scope of advertising and general obligations
(1) The Affiliate is obligated to protect its personal passwords and login IDs against access by third parties. The Affiliate is prohibited from violating the rights of IDAA, its Affiliates, affiliated companies or other third parties, harassing third parties or otherwise violating applicable law in the course of its activities. In particular, the Affiliate is not permitted to make false or misleading statements about IDAA products or the IDAA distribution system. The Affiliate will only make statements about the Digital Goods of the IDAA product range and about the IDAA distribution system within the scope of its brokerage and advertising activities that comply with the specifications in the IDAA advertising and information materials. Furthermore, the prohibition of sending unsolicited advertising e-mails, advertising faxes or advertising SMS (spam) also applies. Furthermore, the misuse or performance of illegal activities, such as the use of unauthorized or unfair advertising (e.g. misleading statements) is prohibited. Likewise, the misuse of IDAA or other services of IDAA is prohibited.
(2) The Affiliate is prohibited from violating competition law in its activities, infringing the rights of IDAA, its Affiliates, affiliated companies or other third parties, harassing third parties or otherwise violating applicable law. In particular, the prohibition of unauthorized telephone advertising and the sending of unsolicited advertising e-mails, advertising faxes or advertising SMS (spam) applies.
Special advertising guidelines
(a) In no place and on no advertising material shall the Affiliate provide or claim any information about its income or earnings opportunities with IDAA. Rather, there is always the obligation to explicitly point out to potential Affiliates in the course of initiation talks that only very few Affiliates can achieve a higher income with their work for IDAA and that the achievement of an income is only possible through very intensive continuous work.
(b) Sales and marketing activities may not simulate commissions that are to be understood as "head commissions" or other commissions in connection with the mere recruitment of a new Affiliate. No action shall be taken to create the appearance that the advertised distribution system is an illegal distribution system, namely an illegal progressive snowball or pyramid scheme or any other fraudulent distribution system. Neither may it be pretended that IDAA distributes a currency or other financial or asset investment or distributes its Digital Goods as so-called Security Tokens or Security Token Offerings. Furthermore, IDAA Digital Goods may not be advertised as gambling offers.
(c) Distribution and marketing activities must not be directed at minors or persons inexperienced in business and must in no way take advantage of their age, illness or limited capacity to induce consumers to conclude a contract. In contacts with so-called socially disadvantaged or foreign-language population groups, the Affiliates will take due consideration of their financial capacity and their ability to understand and speak the language. Anything which could induce members of such groups to place orders inappropriate to their circumstances shall be refrained from.
(d) No distribution and marketing actions shall be undertaken that are unreasonable, illegal, unsafe or put undue pressure on the selected consumers.
(e) Affiliates will only refer to letters of recommendation, test results, testimonials or other persons for business purposes towards the consumer if they are officially authorized by both the referencing party and IDAA and if they are accurate and not outdated. Furthermore, letters of recommendation, tests and personal references must always be related to the intended purpose.
(f) The consumer will not be induced to purchase Digital Goods by dubious and/or misleading promises, or by promises of special benefits, if these benefits are linked to future, uncertain outcomes. The Affiliates will refrain from doing anything that could induce the consumer to accept the offer made solely for the purpose of doing the Affiliate a personal favor, terminating an unsolicited conversation or enjoying an advantage that is not the subject of the offer, or to show gratitude for the granting of such an advantage.
(g) An Affiliate may not claim that the IDAA compensation plan or Digital Goods are approved or endorsed or supported by any governmental authority or are considered legally sound by any law firm.
(3) The use, production and distribution of own sales documents, own internet pages, own product brochures, advertising videos or films or other independently created online or offline media as well as advertising material is only permitted to the Affiliate with the prior consent of IDAA. Also the advertising of IDAA services via own or third party websites is only allowed with the prior consent of IDAA. In the event that the Affiliate promotes IDAA's Digital Goods in other internet media, such as social media (e.g. Facebook or Instagram), online blogs or chat rooms (e.g. WhatsApp or Snapchat), it must always use only the official IDAA advertisements, must identify itself in an easily recognizable manner with its full name (anonymous or pseudonymous postings are prohibited), and may not give any information about its income or earning potential with IDAA, or advertise for employment with IDAA as an employee or similar, just as it may only conduct social media advertising on the side and in addition to that on its own private social media channels and may not create professional social media business appearances. Digital sales of goods may only take place via the "landing pages" provided by IDAA. Also not allowed is the joint operation of an internet or social media presence with one or more other Affiliates or other third parties.
(4) The Digital Goods of IDAA may be presented revocably face-to-face, at home parties or events, online home parties, webinars or other online presentations by the affiliates within the scope of the applicable law.
(5) The Digital Goods may not be offered at auctions, public and private flea markets, swap meets, department stores, internet stores, internet markets such as eBay, Amazon or comparable sales places. Furthermore, the Digital Goods may not be presented by the Affiliate at trade fairs and exhibitions without the prior consent.
(6) The Affiliate is obligated to identify itself in business dealings as a INDEPENDENT IDAA AFFILIATE. Internet homepages, letterheads, business cards, car lettering as well as advertisements, promotional material and the like must always bear the addition "INDEPENDENT IDAA AFFILIATE". The Affiliate is also prohibited from applying for and taking out loans in the name of IDAA for or in the interest of or on behalf of the company, to make expenditures, enter into commitments, open bank accounts or conclude other contracts.
(7) All travel costs, expenses, office costs, telephone costs or other expenses for advertising materials shall be borne by the Affiliate.
(8) The Affiliate shall not be entitled in business dealings to name trademarks of competing companies in a negative, disparaging or illegal manner or to assess other companies in a negative or disparaging manner.
(9) All presentation, advertising, training and video/film materials, etc. (including the photographs), as well as the software products and other self-developed services of IDAA, are protected by copyright. They may not be reproduced, distributed, made publicly accessible or processed by the Affiliate, neither in whole nor in part, without the express written consent of IDAA, beyond the contractually granted right of use. In particular, the distribution, duplication and publication of the education/training materials and documents (e.g. by uploading them to YouTube or other Internet media) is prohibited, as is the modification or editing of these training materials.
(10) The use (or change) of the IDAA label, registered trademarks, product names, work titles and business names of IDAA beyond the expressly provided advertising materials and other official IDAA documents is also only permitted with express written consent. Furthermore, the registration of own trademarks, work titles, internet domains or other property rights containing the IDAA trademark or registered trademarks, product names, work titles or business designations of IDAA is prohibited. The aforementioned also applies to trademarks, business names or work titles in which IDAA has an exclusive right of use. The aforementioned prohibition from sentence (2) applies both to identical and similar signs. The re-labelling of IDAA's digital goods is also prohibited.
(11) The Affiliate is not allowed to respond to press inquiries about IDAA, its services, the IDAA marketing plan or any other IDAA services. The Affiliate is obliged to forward all press inquiries to IDAA immediately to the e-mail email@example.com. The Affiliate will also publicly (e.g. on television, radio or internet forums) comment on IDAA, its Digital Goods and the IDAA distribution system only with the prior written consent of IDAA.
(12) The Affiliate shall report the location, time and content of promotional events aimed at the general public in good time before the invitation is published to the IDAA management in the event planning system provided by IDAA for this purpose. IDAA can demand changes or even the renunciation of the event if this is necessary in the interest of the company and the IDAA sales organisation together with its members.
(13) Customer inquiries or complaints of any kind about IDAA's Digital Goods, service or compensation scheme must be forwarded immediately to IDAA at firstname.lastname@example.org.
(14) Affiliates are always prohibited from selling or otherwise distributing their own training, marketing and/or sales materials to other IDAA Affiliates.
(15) An Affiliate may make an entry in the Yellow Pages or comparable services. However, such an entry must be approved in writing by IDAA before publication and contain the words "INDEPENDENT IDAA AFFILIATE".
(16) The use of premium rate telephone numbers to market the IDAA activity or products is not allowed.
(17) IDAA allows the affiliate to purchase the goods for personal use or for the needs of family members. Under no circumstances may the Affiliate induce its family members, other Affiliates or other third parties to acquire Digital Goods beyond their personal needs at all in order to create or pretend commission claims.
(18) An Affiliate may re-register with IDAA after proper termination of its old position. The prerequisite is that the termination and the confirmation of termination by IDAA for the old position of the Affiliate must have occurred at least 9 months ago and the terminating Affiliate has not performed any activities for IDAA during this time.
(19) The Affiliate may only advertise and distribute services for IDAA or acquire new Affiliates in those states that have been officially opened by IDAA.
(20) The Affiliate is obligated to notify IDAA promptly and truthfully of any violations of the rules of the General Affiliate Terms and Conditions or other violations of applicable law by other Affiliates.
§ 8 Non-competition clause / non-solicitation / sale of third-party services
(1) The Affiliate is permitted to distribute Digital Goods and/or services for other companies, including network marketing companies, even if they are competitors.
(2) However, the Affiliate is prohibited from enticing other IDAA Affiliates to sell other products.
(3) The Affiliate is also prohibited from violating other Affiliates or other distribution agreements which it has concluded with other companies and whose clauses still have effect by concluding an Affiliate Agreement.
(4) Insofar as the Affiliate simultaneously works for other competitors, other companies or networks, online marketing or other direct marketing companies, it undertakes to design the respective activity (together with its respective downline) in such a way that there is no connection or mixing with its activity for the other company. In particular, the Affiliate may not offer goods and/or services other than IDAA at the same time, in the same place or in the immediate vicinity or on the same website, Facebook page, other social media platform or internet platform, unless IDAA has expressly approved this, for example because there is an official cooperation between IDAA and this company.
§ 9 Secrecy
The Affiliate shall maintain absolute secrecy regarding IDAA trade secrets and its structure. In particular, trade secrets include customer and Affiliate data, as well as information about downline activities and the information contained therein. This obligation will continue for a period of 5 years after termination of the Affiliate Agreement.
§ 10 Affiliate Protection / Crossline Sponsoring / Bonus Manipulation
(1) Every active Affiliate who wins a new Affiliate for the first time for a distribution of IDAA products and Digital Goods will be assigned the new Affiliate into its structure in accordance with the marketing plan and the placement requirements regulated therein (Affiliate Protection). The acquisition and placement of the new Affiliate must take place through its own personalized Affiliate link, whereby the date and time of receipt of the new Affiliate's registration application by IDAA shall apply for allocation. If two Affiliates claim the same Affiliate as "new" sponsor, IDAA will consider only the sponsor named in the initial registration.
(2) IDAA is entitled to delete the account and thus all personal data, including the Affiliate's e-mail address, from the system if advertising mail, cover letters or e-mails with the notations "moved", "deceased", "not accepted", "unknown" or similar are returned and the Affiliate does not correct the incorrect data within a period of 30 days. If IDAA incurs costs due to undeliverable mailings and packages, IDAA is entitled to reclaim the costs from the Affiliate, unless the Affiliate is not responsible for the incorrect delivery.
(3) Furthermore, crossline sponsoring and even the attempt to do so alone within the company is prohibited. Crossline sponsoring means the acquisition of a person or a company that is already an Affiliate with IDAA in another distribution channel or has had an Affiliate contract within the last 6 months. In this respect it is also prohibited to use the name of the spouse, relative, trade name, corporations, partnerships, trust companies or other third parties to circumvent this provision.
(4) The Affiliate is prohibited from enticing away existing Affiliates for other businesses/companies and is also prohibited from attempting this. Enticing away means the acquisition of a person or a company that is already an Affiliate with IDAA, whether own or crossline structures, for another and foreign business/company. In this respect, it is also prohibited to use the name of the spouse, relative, trade name, corporations, partnerships, trusts, or other third parties to circumvent this provision.
(5) Bonus manipulations are prohibited. This includes in particular the sponsoring of Affiliates who actually do not carry out the IDAA business at all (so-called nominees), as well as open or disguised multiple registrations. It is also prohibited to use the name of the spouse, relatives, persons of the same household, trade names, corporations, partnerships, trusts, or other third parties to circumvent this provision. It is also prohibited to induce third parties to sell or purchase Digital Goods in order to achieve a better position in the compensation plan or otherwise manipulate bonuses. If the Affiliate should nevertheless violate this provision, the commissions will be booked as unearned for all affected accounts from the point of knowledge and the nominee accounts will be terminated.
(6) The Affiliate is not entitled to territorial protection.
§ 11 Warning, contractual penalty, damages, release from liability
(1) In the event of a first violation of the Affiliate's obligations stipulated in § 7, a written warning will be issued by IDAA, setting a deadline of 10 days to remedy the violation. The Affiliate undertakes to reimburse the warning costs, in particular the lawyer's fees incurred for the warning.
(2) Express reference is made to § 16 (3), according to which IDAA is entitled to terminate the contract without prior warning without notice in the event of a breach of the obligations regulated in §§ 8, 9 and 10 (3) to (5), as well as in the event of a particularly serious breach of the obligations regulated in § 7, other applicable contractual or statutory law. Irrespective of the right of immediate extraordinary termination regulated in § 16 (3), IDAA has the right in individual cases, in the event of one of the aforementioned breaches of duty, to issue a warning in the sense of paragraph (1) at its sole discretion before issuing the extraordinary termination, even with a shortened deadline for rectification.
3. If, after the expiry of the time limit set by the warning, the same or an identical infringement occurs again or if the infringement originally warned is not remedied, a contractual penalty levied at the discretion of IDAA and subject to review by the competent court shall be due immediately. For the assertion of the contractual penalty, further legal fees will also be incurred, which the Affiliate is obliged to reimburse, which is already expressly pointed out here.
(4) The Affiliate is also liable, notwithstanding the contractual penalty forfeited, for all damages incurred by IDAA as a result of a breach of duty within the meaning of §§ 7 - 9 and § 10 paragraphs (3) to (5), unless the Affiliate is not responsible for the breach of duty.
(5) The Affiliate shall indemnify IDAA from liability in the event of a claim by a third party due to a breach of any of the obligations regulated in §§ 7 - 9 and § 10 paragraphs (3) to (5) or any other breach of applicable law by the Affiliate, upon the first request of IDAA. In particular, the Affiliate undertakes in this respect to assume all costs, in particular lawyers' fees, court costs and compensation for damages incurred by IDAA in this connection.
§ 12 Adjustment of Prices
IDAA reserves the right, especially with regard to changes in the market situation and/or license structure, to change the prices to be paid by the Affiliate or the commission shares assigned to the services, the remuneration plan or usage fees at the beginning of a new billing period. IDAA shall notify the Affiliate of the change within a reasonable period of time prior to the change. Price increases of more than 5% or changes to the remuneration plan at the expense of the Affiliate give the Affiliate the right to object to the change. If it does not object to the changed conditions within one month after notification, they will become part of the contract. Changes known at the time of the conclusion of the Affiliate Agreement are not subject to notification and do not constitute a right of objection on the part of the Affiliate. In the event of an objection, IDAA is entitled to terminate the contract extraordinarily at the time when the changed or supplementary terms and conditions are to come into force.
§ 13 Advertising material, grants, data processing
All free advertising material and other benefits from IDAA can be revoked at any time with effect for the future.
§ 14 Remuneration / Terms of payment / Commission payment modalities / Prohibition of assignment
(1) As remuneration for its activity, the Affiliate shall receive commissions and other remuneration, including the respective qualification requirements, resulting from the IDAA remuneration plan, if the required qualifications are achieved. All commission claims shall be based on the currently valid remuneration plan, which the Affiliate can call up in its back office and which can be viewed in the back office. The payment of the compensation shall be made in accordance with the remuneration plan at 80% in fiat money and 20% in IDAA -Cryptocoins, whereby the payout amount in IDAA-Cryptocoins is subject to the conversion rate deposited in the back office of IDAA at the time of payment triggering, which may differ from the conversion rate on exchanges (exchanges) available on the Internet. The paid IDAA-Cryptocoins can be used by the Affiliate as part of the purpose limitation of this utility token. By sending its Affiliate application to IDAA, the Affiliate expressly agrees that 20% of the compensation will be in IDAA Cryptocoins and that this Urility Token can only be used as part of its purpose limitation with IDAA. The payment of the remuneration covers all costs of the Affiliate for the maintenance and execution of its business, unless they are agreed upon separately by contract.
(2) IDAA reserves the right to request the Affiliate to prove its identity, address and business registration (e.g. presentation of the business license) before commissions are paid for the first time. The proof of trade, identity and address can, at the discretion of IDAA, be provided in the form of a copy of the trade licence and the identity card or passport in connection with a current electricity, gas-water or other consumption bill or other proof of registration (not older than one month) by the specified electronic means and must be provided immediately, at the latest within 2 weeks after the request. In the case of legal entities or partnerships or registered merchants, proof of identification of the responsible person (e.g. managing director or personally liable partner) and - if an entry in the commercial register has been made - a copy of the current extract from the commercial register (not older than one month) must be submitted. Furthermore, the Affiliate must disclose its bank details before commissions are paid out for the first time.
(3) The Affiliate is initially listed as a small business operator with IDAA. It will inform IDAA immediately by communicating its VAT identification number as soon as it opts to pay VAT (value added tax) within the scope of its commercial activity according to the law applicable to it or if it exceeds the small business limits.
(4) Commissions and fees of the Affiliate may, unless a different account has been expressly accepted separately in writing by IDAA, only be paid out to accounts in the Affiliate's name or in the name of a partnership or a legal entity that has a contractual relationship with IDAA or, in the event that the remuneration is paid out in cryptocoins, only to eWallets deposited by the Affiliate. If IDAA incurs bank charges for the transfer of the commission in fiat money which exceed the bank charges incurred for domestic transfers, IDAA shall be entitled to pass on these bank charges to the Affiliate to the extent that they exceed the usual bank charges, also applying the provisions of paragraph (6) sentence 1.
(5) IDAA is entitled to assert a right of retention within the scope of the legal requirements. In addition, IDAA is entitled to assert a right of retention due to the payment of commissions if not all legally required documents are available before the first payment, e.g. the value added tax identification number for legal entities, if applied for and granted. In the event that IDAA exercises the right of retention of commission payments, it is agreed that the Affiliate is not entitled to any interest for the period of the commission retention.
(6) IDAA is entitled to offset claims, to which IDAA is entitled against the Affiliate, against the Affiliate's commission claims in whole or in part. The Affiliate is entitled to offset if the counterclaims are undisputed or legally binding.
(7) Assignments and pledges of claims of the Affiliate from affiliate contracts are excluded. The charging of the contract with rights of third parties is not permitted.
(8) The Affiliate shall promptly review the issued invoices and notify IDAA immediately of any objections. All commission claims shall result from the remuneration plan valid at the time, which the Affiliate can call up in its back office and which can be viewed in the back office at any given time. Incorrect commissions, bonuses or other payments must be reported to IDAA in writing within 60 days of the incorrect payment. After this time, the commissions, bonuses or other payments are considered approved.
(9) The remuneration shall be paid weekly or monthly, depending on the type of remuneration, taking into account the IDAA payment modalities and payment methods. IDAA reserves the right to transfer commissions only from a total amount of €50.00. In the event that the minimum payout amount is not reached, the commission claims will be continued on the business account maintained by IDAA for the Affiliate and paid out to the Affiliate in the month following the minimum payout amount is reached.
§ 15 Blocking of the Affiliate
(1) In the event that the Affiliate fails to provide all necessary evidence within 14 days of registration and knowledge of the requirements for payment of commissions, IDAA shall be entitled to temporarily block the Affiliate until such time as the legally required documents are provided. The aforementioned shall also apply in the event of the fruitless expiry of the deadline within the meaning of § 14 (2) or a violation of the requirements regulated in § 14 (3) until the required action is taken, as well as in the event of non-payment of the fees or license fees to be paid by the Affiliate. The period of a blocking does not entitle the Affiliate to extraordinary termination and does not cause a refund of the services or Digital Goods already paid for or a claim for damages, unless the Affiliate is not responsible for the blocking.
(2) Commission claims which cannot be paid out due to the reasons mentioned above will be booked as a provision within IDAA and will become time-barred at the latest within the statutory limitation periods.
(3) For each case of reminder, IDAA is entitled to reimbursement of the costs necessary for this reminder.
(4) Irrespective of the reasons for blocking referred to in paragraph (1), IDAA reserves the right to block for any important reason. IDAA particularly reserves the right to block the Affiliate's access without notice if the Affiliate violates the obligations mentioned in §§ 7 - 9 and § 10 paragraphs (3) to (5), other contractual rights, other applicable law, or for any other important reason. Unless there is an immediate reason for termination and IDAA sends a warning letter to the Affiliate in accordance with §11 paragraph (1), the blocking will be lifted again if the Affiliate remedies the corresponding breach of duty in response to the warning letter from IDAA within the set period.
§ 16 Duration and termination of the agreement and consequences of termination/right of return
(1) The Affiliate Agreement is initially agreed for 6 months. The agreement shall be automatically extended for a further 12 months at any time and in each case by a further 12 months upon payment of the service fee as explained in § 6 (2), unless it is terminated beforehand by one of the parties in writing with one month's notice to the end of the agreement. If the Affiliate does not pay the aforementioned service fee within 30 days after the end of the respective contractual term despite a corresponding request for payment by IDAA, the agreement shall be terminated automatically. Notwithstanding the foregoing, the Affiliate shall also have the option to terminate its Affiliate Agreement at any time during the 12-month term of the agreement with a notice period of one month to the end of the month.
(2) Irrespective of the reason for termination in (1), IDAA reserves the right to terminate the agreement for good cause. An important reason is in particular a violation of one of the obligations regulated in § 7, if the Affiliate does not comply with its obligation to eliminate the violation in the sense of § 11 paragraph (1) in due time or if the same or a comparable violation occurs again at a later point in time after the elimination of the violation. In the event of a breach of the obligations regulated in §§ 8, 9 and 10 (3) to (5), as well as a particularly serious breach of the contractual or legal rights regulated in § 7 or any other applicable contractual or legal right, IDAA is entitled to extraordinary termination without prior warning. Likewise, an extraordinary reason for termination shall be deemed to exist if the Affiliate fails to comply with the requirements of § 14 (2) and (3) and allows this period to elapse fruitlessly even after a blocking in accordance with § 15 (1) and a final deadline for compliance with the requirements. Furthermore, there shall be a reason for extraordinary termination for each party if insolvency proceedings have been opened against the other party, or the opening has been refused for lack of assets, or the other party is otherwise insolvent, or has given an affidavit of insolvency in the course of execution. The right to extraordinary termination shall be without prejudice to further claims.
(3) Domains containing the "IDAA" trademark, a trademark, a business name or a work title of IDAA may no longer be used after termination of the agreement and must be surrendered to IDAA upon request against payment of the costs of the transfer of the domain. The above also applies to trademarks, business names or work titles to which IDAA has an exclusive right of use.
(4) In the event of premature termination of an agreement with a minimum term, such as the agreement for the right of use in accordance with § 6 (service fee), there is no claim to a refund of the fees/remuneration paid, unless the Affiliate has extraordinarily terminated the agreement for an important reason.
(5) An Affiliate may re-register with IDAA through another sponsor after an ordinary termination of its old position. The prerequisite is that the ordinary termination and the confirmation of the termination by IDAA for the old position of the Affiliate is at least 9 months ago and the terminating Affiliate has not performed any activities for IDAA during this time.
(6) Upon termination of the agreement, the Affiliate shall have no right to commission, in particular no commercial agent compensation claim, since the Affiliate is not a commercial agent within the meaning of the German Commercial Code.
(7) If an Affiliate simultaneously claims other services from IDAA that are independent of the Affiliate Agreement, these services shall remain in force unaffected by the termination of the Affiliate Agreement, unless the Affiliate expressly requests their termination with the termination and such termination is permissible. If the Affiliate continues to purchase services from IDAA after the termination of the agreement, the Affiliate will be treated as a normal customer.
(8) Notices of termination must always be made in writing, whereby an ordinary notice of termination can also be sent by e-mail to email@example.com.
§ 17 Disclaimer
(1) IDAA cannot be held responsible for incorrect information in your application. It follows that IDAA cannot accept any liability for the accuracy of this information and that the contents secured by IDAA are foreign information for IDAA in the sense of the applicable telemedia law.
(2) IDAA is furthermore not liable for the occurrence of the desired success which the Affiliate wishes to achieve by using the IDAA internet platform.
(3) As far as IDAA provides software (e.g. the back office) free of charge on its website, the use of the software is at your own risk. IDAA is not liable for damages resulting from the installation and/or the use of software from the download area, as far as this does not contradict mandatory applicable law. Despite current virus checks, liability for damages and impairments by computer viruses is excluded within the scope of the legal regulations. Furthermore IDAA is not liable for disturbances of the quality of access to the service due to force majeure or due to events for which IDAA is not responsible. Furthermore, IDAA is not liable for unauthorized access of third parties to your personal data (e.g. through unauthorized access by "hackers" to the database), unless mandatory applicable law prevents this.
(4) IDAA is only liable for damages other than those resulting from injury to life, body and health if such damages are due to deliberate or grossly negligent action or culpable violation of an essential contractual obligation (e.g. payment of commission) by IDAA, its employees or vicarious agents. This also applies to damages resulting from the violation of obligations during contract negotiations as well as from the execution of unauthorized actions. Any further liability for damages is excluded.
(5) The liability is, except in the case of injury to life, body and health or intentional or grossly negligent conduct of IDAA of its employees or vicarious agents, limited to the damages typically foreseeable at the time of conclusion of the contract and otherwise limited in amount to the average damages typical for the contract. This also applies to indirect damages, in particular loss of profit.
(6) IDAA is not liable for damages of any kind resulting from data loss on the servers, except in the case of grossly negligent or intentional fault of IDAA or its employees or agents.
§ 18 Transfer of the business operations/sponsored structure to a third party/ death of the Affiliate
(1) IDAA may at any time transfer its contractual position in whole or in part to a successor company, which shall continue in the same way the business which is the subject of this contract and shall assume the existing rights and obligations to the full extent.
(2) The Affiliate, provided that it is active within the meaning of the Compensation Plan, is entitled to transfer its distribution structure for at least 12 consecutive months after reaching the position of "Chairman", the conclusion of a management contract and after prior written approval by IDAA and submission of the purchase and/or transfer contract with the third party, as well as submission of the third party's contractual application to IDAA, unless IDAA has exercised its right of first refusal. The transfer of the distribution structure is only possible to persons who are not Affiliates of IDAA at the time of the transfer, who were not Affiliates of IDAA in the past 12 months and who were not terminated extraordinarily by IDAA as Affiliates in the past 18 months. For Affiliates of IDAA, however, a transfer or purchase of a distribution structure is not permitted. If IDAA does not make use of its right of first refusal, it can only refuse to give its consent for good cause. The Affiliate is obliged to notify IDAA in writing of the intended transfer of its distribution structure. IDAA has one month after receipt of the written notification to exercise its right of first refusal. If this does not happen, the transfer is permissible, unless there are important reasons to the contrary. A sale is only possible in an undeclared relationship. In the event of termination without notice or a violation of these General Affiliate Terms and Conditions, or if the Affiliate still owes money to IDAA, the Affiliate's right to sell its own sales organization shall lapse.
(3) If a legal entity or partnership is registered as an Affiliate, a transfer of the distribution structure is only permitted if the further requirements of this agreement are met.
(4) If a new legal entity or partnership registered as an Affiliate wishes to accept a new partner, this is possible provided that the previous partner(s) who applied for the contractual partnership also remain partners. If a partner who wishes to leave as an Affiliate of the registered legal entity or partnership or wishes to transfer his shares to a third party, this action is permissible upon written application, if necessary upon presentation of the relevant notarial deeds and in accordance with the provisions of this agreement, subject to the provisions of (2) of the General Affiliate Terms and Conditions. IDAA charges an administrative fee of €25.00 for processing the aforementioned application. If this requirement is not met, IDAA reserves the right to terminate the contract of the legal entity or partnership registered as an Affiliate.
(5) The Affiliate Agreement ends at the latest upon the death of the Affiliate. The Affiliate Agreement may be inherited subject to compliance with the legal requirements. A new Affiliate Agreement must be concluded with the heir(s) within 6 months after the death of the deceased, by which he/she enters into the rights and obligations of the testator. If the heir or one of the heirs is already registered as an Affiliate with IDAA as a natural person, since only one position in the marketing plan may be awarded to a natural person, the heir must give up his/her previous position in the IDAA distribution structure or, if the conditions of § 18 (2) are met, he/she must transfer one of the two future distribution structures to a third party in accordance with § 18 (2). The death must be documented by a death certificate. If there is a will regarding the inheritance of the Affiliate Agreement, a notarized copy of the will must be submitted. After the six-month period has expired unused, all rights and obligations from the agreement are transferred to IDAA. By way of exception, the six-month period will be extended by a reasonable length if, in individual cases, it is disproportionately short for the heir(s).
§ 19 Separation / Dissolution
In the event that an Affiliate registered as a legal entity or partnership terminates its company internally, only one Affiliate position shall remain after the separation, dissolution or other termination of the aforementioned company. The separating members/partners have to agree internally by which members/shareholders the contractual partnership is to be continued and to notify IDAA in writing. In the event of an internal dispute regarding the consequences of separation, divorce, dissolution, or other termination with respect to the contractual partnership with IDAA, IDAA reserves the right to extraordinary termination if such a dispute results in a neglect of the Affiliate's obligations, a violation of these Affiliate General Terms and Conditions, a violation of applicable law, or an unreasonable burden on the down- or upline.
§ 20 Inclusion of the compensation plan
(1) The remuneration plan and the specifications contained therein are an express component of the Affiliate Agreement. The Affiliate must always comply with these guidelines in accordance with the currently valid version.
(2) By sending the online application to IDAA, the Affiliate assures at the same time that it has taken note of the remuneration plan and accepts these documents as part of the contract.
(3) IDAA is entitled to amend the remuneration plan in accordance with the provisions of § 25 (1).
§ 21 Consent to use photographic and audio-visual material
(1) The Affiliate grants IDAA free of charge the right to record or carry out photographic and/or audio-visual material with its portrait, voice recordings or statements and quotations from it in the context of its function as Affiliate. In this respect, by signing the Affiliate Application and taking note of these General Affiliate Terms and Conditions, the Affiliate expressly consents to the publication, use, reproduction and modification of its quotes, recordings or statements. The Affiliate has the right to revoke the aforementioned consent. In case of revocation IDAA will stop the aforementioned use within one month.
(2) The Affiliate is not permitted to make audio, video or other recordings of IDAA-sponsored events, conference calls, speeches or meetings for the purpose of sales, personal or business use. An Affiliate may also not record, create or compile audio or video presentations or recordings of IDAA events, speeches, conference calls or meetings without the prior written consent of IDAA.
§ 22 Data protection obligations of the Affiliate /Privacy
(1) The Affiliate is prohibited from passing on to third parties, storing or using the personal or customer-specific data of the end customers that become known to it beyond the contractual rights and/or specifications.
§ 23 Limitation period
The claims arising from this contractual relationship shall become statute-barred 12 months after the date on which the claim in question is due and the person entitled to the claim knows the circumstances justifying its claim, or if its ignorance of these circumstances is due to gross negligence. This shall not affect statutory provisions which provide for a longer limitation period.
§ 24 Applicable law/ place of jurisdiction
(1) The law of the seat of IDAA applies, excluding the UN Convention on Contracts for the International Sale of Goods. Mandatory provisions of the state in which the Affiliate has its habitual residence shall remain unaffected.
(2) The place of jurisdiction and the place of performance shall be the registered office of IDAA, unless this provision is contrary to mandatory law.
§ 25 Final Provisions, subject to alterations
(1) IDAA reserves the right to change these General Affiliate Terms and Conditions or the compensation plan at any time and without giving reasons. IDAA will notify the Affiliate of the amended Affiliate General Terms and Conditions or the amended compensation plan by e-mail or in the back office at least two weeks before they come into effect. The Affiliate has the right to object to the change. Unless the Affiliate objects to the amended Affiliate Terms and Conditions or the amended compensation plan within two weeks of receipt of the notification of the change, the Affiliate expressly accepts the change. IDAA will separately and explicitly inform the Affiliate in the notification of the change of these General Affiliate Terms and Conditions or the remuneration plan about the right of objection, the consequences of an objection, as well as the legal consequences of silence. In the event of an objection, both parties shall be entitled to terminate the Agreement as of the effective date of the amendment.
(2) Otherwise, changes or amendments to these General Affiliate Conditions must be made in writing. This also applies to the cancellation of the written form requirement.
(3) In the event of invalidity or incompleteness of a clause of these General Affiliate Conditions, the entire contract shall not be invalid. Rather, the invalid clause shall be replaced by one that is valid and comes closest to the meaning of the invalid clause in economic terms. The same shall apply for closing a loophole requiring regulation.
General Affiliate Conditions as of 10.03.2021