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Welcome to the Ucraft Affiliate Program!

The following Terms and Conditions of the Ucraft Affiliate Program are intended to provide Ucraft Affiliates with an understanding of the conditions under which the Program operates.

1. INTRODUCTION

This Terms and Conditions of the Ucraft Affiliate Program ("Program Terms and Conditions") is the legally binding agreement (“Agreement”) between Ucraft and the Affiliate.

Please read the Program Terms and Conditions carefully before joining. By ticking the box, indicating your acceptance of this Agreement, and continuing with your application to join the Ucraft Affiliate Program you are agreeing to the Terms and Conditions of the Ucraft Affiliate Program.

Ucraft may alter any or all parts of the Program Terms and Conditions at any time. The Affiliate’s continued participation in the Program after Ucraft has posted changes will constitute binding acceptance of such changes in the Program Terms and Conditions and/or updated versions of it.

In the event of non-compliance with the Program Terms and Conditions by the Affiliate, Ucraft reserves the right to cancel the Affiliate's uncollected Affiliate Fees, terminate their use of the Program, and deactivate his Affiliate Account, without any further obligation or liability on the part of Ucraft.

2. DEFINITIONS

Ad(s): anchor texts, banners, button links, text links, or other graphic devices that Ucraft makes available to the Affiliate, used for linking from the Affiliate Site or other Promotion Methods to the Platform.

Affiliate: the person who meets the conditions set out in the Program Terms and Conditions and who registered and uses the Program and the Platform to generate the rewarded default actions for Ucraft, through Online Promotion.

Affiliate Account: the Affiliate's workspace within the Platform, in which information about the performance of its association activity, the number of Conversions generated, Affiliate Fees, as well as notifications from Ucraft are made available.

Affiliate Application: the application submitted by an Affiliate to participate in the Program and create an Affiliate Account.

Affiliate Site: the website owned, controlled, or used by the Affiliate, to perform Online Promotion.

Cookie: a small file, consisting of letters and numbers, that is stored in the web browser installed on the computer, mobile terminal, or other equipment used by a User, from which the Internet is accessed. Cookies are used to track and count Conversions generated through the Affiliate’s Tracking Code.

Dashboard: a dedicated online interface made available by Ucraft to participants of its Program, through which the Affiliate may manage and monitor its participation in, and performance under the Program.

Affiliate Fee(s): the approved and undisputed amount due and payable one time only to an Affiliate, in accordance with the Referral Fee Plan and the present Program Terms and Conditions.

Referral Fee(s) Plan: An Affiliate compensation plan where the Affiliate shall be paid for Premium Referred Users referred by him/it through the Affiliate Site pursuant to this Program Terms and Conditions, in accordance with the Affiliate Fees specified in the Dashboard.

Fraud Traffic: Any deposits or traffic generated at the Affiliate Site(s) and/or via the Affiliate’s activity through illegal means or in bad faith or with the intent to defraud Ucraft, regardless of whether or not it actually causes harm to Ucraft. Fraud Traffic includes but is not limited to spam, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, offers to share the Affiliate Fees, directly or indirectly, with Users, and any other unauthorized use of any third-party accounts, copyrights or trademarks.

Referred User: a user that opened an account in Ucraft Site for the first time, referred through the Affiliate’s Tracking Codes from the Affiliate Site, or other Promotion Methods used by the Affiliate.

Ucraft Site: www.ucraft.com and/or any other website as may be added by Ucraft, in its sole and absolute discretion, from time to time.

Online Mediums: the generic ensemble of all the places where Online Promotion can be performed.

Online Promotion: the Affiliate’s activity using Promotion Methods agreed by Ucraft, in order to generate Conversions.

Promotion Methods: the techniques through which Online Mediums can be used for Online Promotion. For example, publishing content on Social Media platforms, creating blog posts, inserting banners on websites, etc.

Platform: the technical association system developed and operated by Ucraft, provided to the Affiliate on the domain www.ucraft.com, together with all the information of interest and specific tools necessary for using the Program and generating Conversions.

Premium Referred User (Conversion): a Referred User that has fully met the Conversion Requirements specified in the Dashboard, and has completed a Premium Package purchase within thirty (30) days of such User first becoming a Referred User.

Program: the Ucraft Affiliate Program available to the Affiliate, through which they use the Platform to generate Conversions, and be paid Affiliate Fees.

Premium Package: any of the charged packages offered by Ucraft on the Ucraft Site, as may be updated and/or modified from time to time by Ucraft. A charged package which: (i) was either canceled within fourteen (14) calendar days from the day it was purchased; or (ii) was refunded in accordance with Ucraft refund policies or the applicable law, as may be from time to time; or (iii) was not duly and fully paid by Premium Referred User(s), will not be considered as a Premium Package.

Website: a page or group of interconnected web pages, with a common theme and domain name;

Ucraft Marks: without limitation, Ucraft trademarks, service marks, trade dress, trade names, corporate name, logos, and any other distinctive brand features used in or related to Ucraft’s business.

User: means both Referred Users and Premium Referred Users.

Tracking Code(s): a specific unique code(s) that Ucraft will provide the Affiliate to track the traffic and users which arrive via the Affiliate activity (including but not limited, to the Affiliate Site). This Tracking Code consists of special “tagged” URL links to be used by the Affiliate in referring Users to the Platform.

License: has the meaning ascribed to it in Section 4.5 herein.

Minimum Payout Threshold: The minimum amount of monthly revenue an Affiliate must gain in order to be paid Affiliate Fees in accordance with the Referral Fee(s) Plan.

3. REGISTRATION OF THE AFFILIATE ACCOUNT

3.1. In order to use the Program, it is necessary to create an Affiliate Account within the Platform. An Affiliate is allowed to have only one Affiliate Account. The Affiliate is responsible for the security of the Affiliate Account and for sharing of any usernames and passwords issued to the Affiliate.

3.2. When creating the Affiliate Account and thereafter, at any time during the use of the Program, the Affiliate is obliged to provide accurate and complete information regarding his identity.

4. ONLINE MEDIUMS, TOOLS, AND PROMOTION METHODS

4.1. Websites that include or portray any of the following traits will not be accepted for an Online Medium:

a) have sexual or pornographic content or promote such content;

b) promote violence, bigotry, or discrimination based on race, ethnicity, sex, religion, sexual orientation, age, or disability;

c) are defamatory, slanderous, or use vulgar language;

d) involve, facilitate or promote the sale or use of illegal substances;

e) involve, facilitate or promote terrorist activities, riots, or other illegal activities;

f) harm minors in any way;

g) involve or facilitate gambling;

h) conflict with or violate any laws, intellectual property rights, or other rights of any person or entity;

i) by their nature and content they violate the current laws of the United States or any other state, country, or jurisdiction;

j) contain, constitute, involve, facilitate or promote illegal activities, including, but not limited to, warez websites, hacking or cracking websites, file-sharing or torrent websites, with files and/or other intellectual property for viewing, downloading, selling, or copying without the permission of the owner;

k) use intrusive promotion methods such as pop-up/pop-under banners, or SPAM, including, but not limited to, unsolicited commercial Emails;

l) is non-functional, without content, in the creation stage, or have advertising content on more than 50% of the surface of the web pages;

m) personify any other person, including any representative of Ucraft or the Affiliate;

4.2. The Affiliate may use the following to generate Conversions through Online Mediums:

a) promotion within the Affiliate Site;

b) paid advertising campaigns through Google AdWords and/or Facebook Ads;

c) promotion by publishing content within social networks;

4.3. The use of any other Promotion Methods than those mentioned in point 4.2. is conditioned by sending an email in advance to obtain an agreement on the part of Ucraft. In this regard, the Affiliate will provide Ucraft with all necessary information related to the proposed Promotion Method.

4.4. Online Promotion in certain environments (such as Google AdWords) may be partially or totally restricted, with potential restrictions being communicated by these parties within the Platform.

4.5 Ucraft hereby grants to Affiliate a non-exclusive, non-transferable, limited license to use the Ucraft Marks contained in the promotional tools provided to the Affiliate during the Affiliation Term solely for the purpose of Online Promotion as set out in this Program Terms and Conditions and in accordance to Ucraft’s guidelines as may be provided from time to time. All intellectual property rights on the Ucraft Marks shall remain the property of Ucraft.

Ucraft will provide the Affiliate with the necessary information, allowing him to appropriately use Promotion Methods and tools on the Affiliate Site. Affiliates may not use any of the Ucraft Marks in any manner other than as contained in the default promotional tools. Furthermore, the Affiliate may not modify any of the promotional tools in any way, whatsoever. The License shall expire upon the expiration or termination of the Affiliation Term.

4.6. Ucraft assumes no responsibility for Users who have been disabled, who refuse the registration of cookies, or for those who have deleted them or who cannot be tracked via the Tracking Codes.

5. AFFILIATE RIGHTS AND OBLIGATIONS

5.1. The Affiliate’s rights are:

a) to use the Promotion Methods in accordance with the Program Terms and Conditions;

b) to receive Affiliate Fees for each Conversion generated and approved, provided that the Minimum Payout Threshold is reached;

c) to be notified in advance by Ucraft regarding any changes to the Program Terms and Conditions;

d) to receive all promotional tools from Ucraft in order to perform Online Promotion.

5.2. The Affiliate's obligations are:

a) to warrant that he/she is over the age of eighteen (18) and is qualified and competent to enter into this agreement in all respects;

b) to provide correct and complete information regarding his identity;

c) to perform Online Promotion exclusively through the Online Mediums, Promotion Methods, Ads and Websites approved by Ucraft in advance, with respect to the possible conditions or restrictions imposed in a prompt and timely manner;

d) to use the Platform and promotion tools provided by Ucraft in good faith, without altering them in any way;

e) to follow the guidelines including usage of hashtags; links; titles; and etc. given by Ucraft (if any);

f) to engage in the best and commercially reasonable efforts, as well as to work in a professional and diligent manner consistent with industry standards and good business practice, using efforts comparable to those customarily used in promotional social media and various marketing campaigns of equivalent value and for similar products or services;

g) not to harm the image and/or interests of Ucraft through any activities it undertakes, what it communicates or the way it does it;

h) not to provide services similar to the Online Promotion to entities that offer the same services as Ucraft and compete for the same market with Ucraft (the “Direct Competitor”) when being a party to the Agreement;

i) to notify Ucraft as soon as malfunctions of any kind are found on the Platform;

j) to comply with all the obligations and conditions specified in the other chapters of the Program Terms and Conditions, with all the modifications and updates displayed in the Platform at any time.

6. UCRAFT RIGHTS AND OBLIGATIONS

6.1. Ucraft’s rights:

a) Ucraft reserves the right to verify compliance with the Program Terms and Conditions by Affiliates, at any time;

b) Ucraft reserves the right to cancel the Affiliate Fees that do not comply with the Program Terms and Conditions, or suspend the use of the Program and deactivate the Affiliate Account, without any other obligation or liability on the part of Ucraft, at any time;

c) Ucraft reserves the right to block the access of Affiliates who do not process their requests to the Affiliate Account until they provide all the requested information and reports that are related to the activity carried out;

d) Ucraft reserves the right to modify the Program Terms and Conditions, if applicable with prior notice sent to Affiliates through any method chosen by Ucraft.

e) Ucraft may reject an Affiliate Application if Ucraft determines, in Ucraft’s sole discretion, that the Affiliate Site or activities are unsuitable for the Program for any reason. If Ucraft accepts the Affiliate Application and thereafter the Affiliate Site or activity is determined (in Ucraft’s sole discretion) to be unsuitable for the Program, Ucraft may terminate the Affiliate’s participation in the Program at any time.

6.2. Ucraft’s Obligations:

a) To pay the approved Affiliate Fees, as long as they meet all the necessary conditions according to the Program Terms and Conditions;

b) To ensure the functioning of promotion tools, Conversion tracking, and related functionalities;

c) To provide information regarding the Conversions generated, regardless of their status, through the Affiliate Account;

d) To communicate to the Affiliates, in advance, by any method, of any changes to the Program Terms and Conditions;

7. PAYMENT

7.1.1 The methods for calculating Affiliate Fees, as well as any additional conditions or restrictions in connection with their collection are established by Ucraft, being permanently displayed and updated in the Platform;

7.1.2. Affiliate Fees are attributed only to the Affiliates who generated Conversions, being non-transferable to people other than the Affiliate;

7.1.3. All Conversions and Affiliate Fees will be displayed in the Affiliate Account;

7.1.4. Affiliate Fees will be payable within twenty (20) days following the end of each calendar month (“Payment Day”).

7.1.5. Ucraft will generate periodic reports summarizing the sales activity of the Premium Referred Users as relevant and necessary for purposes of calculating each Affiliate’s Fee, which will be available to the Affiliate in real-time via Dashboard. The form, content, and frequency of the reports shall be determined by Ucraft at its sole discretion as may be updated from time to time.

7.1.6. In no event will Ucraft grant Affiliate Fees unless and until the Minimum Payout Threshold is reached by “Payment Day”. Any reached Conversions (and the Fees related thereto) shall be carried over and added to the next month’s Affiliate Fees. An Affiliate is eligible for payout once their pre-taxed revenue balance recorded through the Affiliate Tracking Code reaches $50. In the event that the Affiliate fails to reach the Minimum Payout Threshold within three (3) consecutive calendar months, then such Affiliate will be regarded as a Non-Active Affiliate, the Affiliate Fees due to any Conversion reached until then will be voided and canceled, and Ucraft may terminate this Agreement with no liability, including any payment liabilities, whatsoever to the Affiliate.

7.1.7. Ucraft will not pay Affiliate Fees unless the Tracking Code is tracked by the Ucraft affiliation system and reported via Dashboard.

7.1.8. All payments of the Affiliate Fees will be due and payable in United States Dollars only, except as otherwise determined by Ucraft through the Platform. Payment will be made after the receipt by Ucraft of a valid invoice issued by the Affiliate through PayPal, at its sole discretion. The Affiliate is responsible to provide Ucraft with full and accurate details as required for it to remit the Affiliate Fees and shall be solely liable for any delay in payment resulting from its failure to duly and timely provide Ucraft with such details and/or issuing an invoice.

7.1.9. In the event of any activity deemed suspicious by Ucraft at its sole determination, Ucraft may delay payment of the Affiliate Fees for up to one hundred and eighty (180) days to verify the relevant transactions. In the event that Ucraft determines the activity to constitute Fraud Traffic, it shall recalculate or withhold the Affiliate Fees accordingly and at its sole discretion.

7.2. The Affiliate is responsible for the payment of all taxes and/or mandatory levies applicable to the conduct of the Affiliate’s business. The payment to the Affiliate shall be subject to any withholding tax obligations applicable by law. It is agreed that the Affiliate Fees are inclusive of any and all taxes applicable by any law including VAT.

8. CHANGES IN TERMS AND CONDITIONS

8.1. Ucraft may at any time change any or all terms or conditions of the Program by posting a notice on the Platform if/or by any other method chosen by Ucraft. The Affiliate’s continued participation in the Program after Ucraft has posted changes will constitute binding acceptance of such changes.

8.2. If the Affiliate considers the changes unacceptable, he may immediately terminate the collaboration by giving up the use of the Program.

8.3. The last modification of the Program Terms and Conditions displayed in the Platform prevails over any other previous version of the Program Terms and Conditions.

9. INTELLECTUAL / INDUSTRIAL PROPERTY

9.1. By using the Program, the Affiliate declares and acknowledges that the technology and know-how, patented or not, incorporated in the Platform and in the Program are and remain the property of Ucraft. Thus, the Affiliate agrees and acknowledges that Ucraft owns all intellectual property rights over the Platform and the Program and that, except for the right to use the Platform and the Program subject to full compliance with the Program Terms and Conditions, with all changes and updates posted at any time, does not acquire any other rights over the Platform and/or the Program.

9.2. The Affiliate acknowledges and undertakes to respect and defend at any time the ownership of Ucraft over promotion tools and declares that it will not use those under conditions other than those permitted by the Program Terms and Conditions.

9.3. By using the Program, the Affiliate declares and acknowledges that the content made and used for the Online Promotion is the property of Ucraft, and after the termination of this Agreement the Affiliate cease the right to subsequently use or refer to such content without Ucraft’s prior written consent;

9.4. The Affiliate declares and warrants that it owns all rights (including intellectual property) and authorizations necessary to use the Websites and/or Online Mediums that are used in generating Conversions, assumes full responsibility for their use in order to display the promotion tools and is the sole liable in case of infringement of any intellectual property right or any other right of a third party in connection with the respective Websites and/or Online Mediums. If Ucraft notifies or receives a complaint from Users or third parties regarding the violation of the rights of third parties, Ucraft will forward it to the Affiliate, who is solely responsible for resolving the situation and compensating affected third parties, as well as Ucraft for any costs or damages suffered due to the fact that the above statement/guarantee is not accurate/true.

10. SPECIAL CLAUSES

10.1. By using the Program, the Affiliate grants Ucraft an irrevocable right to retain and use any information related to the use of Ads in the Online Mediums used by Affiliates.

10.2. Affiliate legal entities declare that they agree that Ucraft may use, including after termination of the relationship between the Affiliate and Ucraft, unlimited and free of charge the name, logo, and/or brands of Affiliates in presentations, marketing materials, customer lists, financial reports, lists of Affiliate websites and/or other materials derived from the above detailed.

10.3. By using the Program, each Affiliate declares and warrants that: (i) all information provided for registration in the Platform is correct and current; (ii) holds all rights and/or authorizations for the use of the Program and for the conclusion of any legal acts and/or facts related to this Program; (iii) own all rights to all elements of intellectual property that it uses in the Program; (iv) complies and will continue to comply with all and any legal provisions in force at any time.

10.4. During the use of the Program, but also after its termination, the Affiliate undertakes not to disclose to third parties, without the prior consent of Ucraft: (i) information regarding software applications, source codes, access of Users to the Program and/or (ii) any other information related to Ucraft, all of which is considered confidential information. The obligation of the confidentiality set out above shall not extend to: (I) the information which at the time of disclosure was known to the public from other sources, without breach by the Affiliate of the obligation of confidentiality assumed by this clause and (ii) information which is disclosed to the authorities, in compliance with the legal provisions.

10.5. By using the Program, the Affiliate acknowledges and agrees that this Agreement does not constitute and shall not be construed as constituting an association, partnership, joint venture, or relationship of principal and agent, or employer and employee, between Affiliate and Ucraft.

11. PERSONAL DATA PROCESSING

11.1. By using the Program, the Affiliate unequivocally expressly consents to Ucraft:

- to process his personal data and all other data registered within the Program, directly or through the operators designated by him (agents and/or third-party contractors, from the country or abroad - all operating within the GDPR framework) in order to carry out the legal relations created, respectively for the purpose of carrying out the Program (for the purpose of verifying the identity / personal data provided, for achieving the objectives of the affiliate activity, for statistical purposes) and for the purpose of carrying out the marketing activity (promotional purposes, for providing new services/products through which the products and/or services of Ucraft or other affiliates of Ucraft are promoted) as well as for the creation of its own database.

Ucraft works with Tapfiliate, a third-party affiliate tracking software that processes personal data and ensures GDPR compliance.

Affiliates have the option of unsubscribing from all direct marketing campaigns and notifications should they so desire.

- to be able to transfer (assign) the personal data of the Affiliate to another operator, provided that the obligation to inform according to the clauses of this chapter is observed.

For more information on data processing and protection, please refer to our Privacy Policy.

11.2. The Affiliate acknowledged that he is guaranteed the rights provided by law, namely the right to information, the right to access data, the right to intervene, the right to oppose, the right not to be subject to an individual decision, or the right to go to court in case of a violation of his rights. At the same time, the Affiliate has the right to oppose the processing of his personal data and to request the deletion of his data, but this determines the impossibility of using the Program.

11.3. Based on a written request, dated and signed, sent to the address of the Ucraft headquarters, the Affiliate may exercise, free of charge, the following rights:

- once a year, confirmation that personal data are or are not processed;

- to intervene on the transmitted data;

- to oppose the processing of personal data for well-founded and legitimate reasons related to his / her particular situation.

12. TERMINATION

12.1. Subject to compliance with the conditions established by Ucraft for Online Promotion and the Program Terms and Conditions, the Affiliate may terminate at any time the Agreement between Ucraft and the Affiliate and the use of the Program, by written notification sent to the following email: affiliates@ucraft.com. In this case, the termination will take effect within 5 (five) working days from the receipt by Ucraft of the notification from the Affiliate.

12.2. Ucraft reserves the right to terminate collaboration with an Affiliate at any time if it fails to comply with the Program Terms and Conditions, with all changes and updates posted to the Platform at any time. In this case, the termination will take effect immediately, Ucraft having the right, recognized by the Affiliate, to cancel the Affiliate's current Fees and/or any bonuses, to interrupt the use of the Program and/or to deactivate the Affiliate Account, without any other obligation or liability on the part of Ucraft.

12.3. Ucraft reserves the right, in its sole discretion, to terminate unilaterally, at any time the Agreement concluded with any Affiliate and/or to suspend the use of the Program by the Affiliate, by sending prior notice to the Affiliate's e-mail address and/or by posting on the Platform. In this case, the termination will take effect within 5 (five) working days from the issuance by Ucraft of the termination notification. In the event of such termination, the Affiliate is not entitled to any compensation from Ucraft, which acknowledges that such termination does not cause him any harm.

12.4. In case of termination, the amounts registered in the Affiliate Account as Affiliate Fees and any bonuses will be paid to the Affiliate. Amounts registered in the Affiliate Account which have not reached the Minimum Payout Threshold and/or which do not meet all the conditions to be considered Affiliate Fees will no longer be paid to the Affiliate, assuming expressly that failure to validate changes to the Program Terms and Conditions under this clause may result in the loss of amounts. The Affiliate also confirms that it will not have additional claims for Affiliate Fees and any bonuses as they are set and paid by Ucraft.

12.5. In the event of termination of the use of the Program, for any reason, the Affiliate is obliged to immediately give up the use of any Online Promotion tools provided by Ucraft, as well as any eventual Conversions made after the moment of termination. The Affiliate will not be allowed to keep or exploit, directly or indirectly, the Ucraft Marks and confidential information of Ucraft.

12.6. A Terminated Affiliate shall not be entitled to rejoin the Program for a period of four (4) months following the date of termination.

13. NOTIFICATIONS

13.1. Notifications and communications made within the Program will be done in writing, by communication to the correspondence address or e-mail address indicated by the Affiliate in the Affiliate Account registration forms, and by Ucraft in the Introduction of the Program Terms and Conditions, with all modifications and updates displayed in the Platform at any time.

13.2. The Affiliate acknowledges that any notifications or communications made by Ucraft through the Program are valid, and are enforceable from the moment of publication/posting by Ucraft.

13.3. If the communication is made by mail (including any courier service), it will be valid if it is sent with an acknowledgment of receipt and will be considered received on the date mentioned on the acknowledgment of receipt by the receiving post office and/or by courier.

13.4. If the communication is made by e-mail, it will be considered received on the working day on which it was sent and/or on the immediately following working day if it was sent on a non-working day.

14. FORCE MAJEURE

14.1. Any circumstance that is unforeseeable and invincible, independent of the will and control of the parties involved in the Agreement, that makes it impossible to fulfill the obligations of the Affiliate and/or Ucraft, will be considered Force Majeure and will exonerate the invoking party from fulfilling that obligation.

14.2. The causes of Force Majeure are those circumstances, including, without limitation: war, revolution, earthquake, mass flood, embargo, expropriation, devastating fire, interruption or blocking of access or functionality of the Platform and/or the Program for reasons not attributable to Ucraft.

14.3.The party invoking the Force Majeure must notify the other party within 10 working days from the date on which the circumstances occurred and make available the documents attesting the Force Majeure, issued by a competent authority within 30 (thirty) working days from that date. The party in question is also obliged to communicate immediately the date on which the case of Force Majeure ceases.

14.4. In case of failure to notify, in accordance with the conditions and deadlines provided above, the initiation, and termination of the case by Force Majeure, the claiming party shall bear the entire damage caused to the other party by this omission.

15. INDEMNITY

15.1. The Affiliate hereby indemnifies and holds harmless Ucraft and, where applicable, each of its associates, officers, directors, employees, agents, shareholders, and partners from and against any and all losses, demands, claims, damages, costs, expenses (including reasonable legal costs and expenses and VAT thereon) and liabilities suffered or incurred, directly or indirectly, as a result of a breach by the Affiliate of its obligations and/or warranties contained in this Program Terms and Conditions.

16. EXCLUSION OF LIABILITY

16.1. Nothing in this Clause 16 shall limit either party’s liability for death and personal injury resulting from its negligence, or for fraud, or for any other liability that cannot be limited by law.

16.2 Ucraft shall not be liable to Affiliate, in contract, tort (including without limitation negligence) or for breach of statutory duty or in any other way for:

any economic losses (including, without limitation, loss of revenues, profits, contracts, business or anticipated savings); or

any loss of goodwill or reputation; or

any indirect or consequential losses,

in each case, whether or not such losses were within the contemplation of the Parties at the date of the Agreement.

16.3 The liability of Ucraft shall not, in any event, exceed the Affiliate Fees paid by Ucraft to Affiliate over the twelve (12) month period preceding the date on which such liability is accrued.

17. APPLICABLE LEGISLATION AND JURISDICTION

17.1. The provisions of the Program are governed by the laws of Nevada (USA).

17.2. The competent courts of Nevada (USA) will have exclusive jurisdiction over any and all disputes that may arise in connection with the provisions of the Program Terms and Conditions which cannot be amicably resolved.