Terms of Service

Last updated October 26, 2022

Affiliate Agreement

    This Affiliate Agreement ("Agreement") contains the complete terms and conditions between us, Simply Wall St ("Simply Wall St") and you, regarding your application to and participation in, the Simply Wall St Affiliate Program (the "Affiliate Program") as an affiliate of Simply Wall St (an "Affiliate”), and the establishment of links from your website to our website,

    Welcome to Simply Wall St

    .BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THE SIMPLY WALL ST TERMS AND CONDITIONS

    Terms And Conditions - Simply Wall St

    AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.

    A. Definitions

    "Affiliate" - The business, individual, or entity applying to or participating in the Affiliate Program, or that displays Simply Wall St products and Services and/or promotions on its website, or other means, using an affiliate tracking code in exchange for receiving a commission from Simply Wall St for sales directly resulting from such display.

    "Affiliate Site" - The Affiliate's website which displays Simply Wall St Products and Services and/or promotions.

    "Simply Wall St’s Products and Services" - Web hosting and related products and services that are available for purchase from Simply Wall St.

    "Commission Fees" - The amount you will be paid for each Qualified Purchase by a Referred Customer that you refer to Simply Wall St subject to the Commission Threshold and pursuant to the terms of this Agreement.

    “Commission Threshold” - The amount of Commission Fees an Affiliate must accrue prior to receiving a payment from Simply Wall St.

    "Qualified Purchase" - A sale of Simply Wall St Products and Services by Simply Wall St, with a term of twelve (12) months or longer, to a Referred Customer that is not excluded under Section G.

    "Referred Customer" - Each new and unique customer referred from Affiliate through a Link (as defined in Section B)that provides valid account and billing information.

    "Registration Form" - Any and all order forms or other signup or acceptance form submitted by a customer to purchase Simply Wall St Products and Services.

    B. Enrollment in the Affiliate Program

    a. To begin the enrollment process, you must submit a completed Affiliate Program Signup Form. The Signup Form that can be found on the affiliate landing page. Otherwise, you might have been invited to join directly.

    b. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your website or content is not suitable for the Affiliate Program for any reason, including, but not limited to, its inclusion of content that is, in our opinion, unlawful or otherwise violates our Acceptable Use Policy

    Terms And Conditions - Simply Wall St

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    c. If we reject your application, for any reason, you may not re-apply to the Affiliate Program utilizing the same domain name/URL or reapply using a different domain/URL name and then add the previously rejected domain name/URL to your affiliate account within three (3) months of rejection. Simply Wall St, in its sole discretion, reserves the right to notify any prospective affiliate of their rejection or removal from the Affiliate Program at any time.

    C. Promotion of Our Affiliate Relationship

    a. Use of Links. If you qualify and agree to participate as an Affiliate, we will make your links available to you (each referred to herein as a "Link" or collectively, as the "Links''). The Links will serve to identify your website, platform or individual publishing the content as a member of the Affiliate Program and will establish a link from your website or email to Simply Wall St’s website. You agree to cooperate fully with us in order to establish and maintain such Links. You further agree that your use of the Links must be in compliance with this Agreement at all times. Simply Wall St may modify the Links from time to time in its sole discretion. You will not use graphic or textual images (indicating a Link) or text messages to promote Simply Wall St that are not approved in advance by Simply Wall St. All Affiliate Sites shall display the Links prominently in relevant sections of their website. Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer's knowledge (e.g. iframe). Any information with respect to Simply Wall St that is going to be displayed on the Affiliate Site must be pre approved by Simply Wall St in writing.

    b. Disclaimer. EXCEPT AS PERMITTED HEREIN, YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE Simply Wall St TRADEMARK, NAME OR ANY OF OUR OTHER INTELLECTUAL PROPERTY, INCLUDING WITHOUT LIMITATION, THE LINKS, AND THE LICENSED MATERIALS (COLLECTIVELY, THE “Simply Wall St IP”) (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) WITHOUT Simply Wall St’S EXPRESS PRIOR WRITTEN PERMISSION; (ii) USE Simply Wall St IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEYWORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY "INITIAL INTEREST CONFUSION" OVER THE USE OF Simply Wall St IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF Simply Wall St IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF Simply Wall St’S INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING POTENTIAL TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY Simply Wall St’S LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH Simply Wall St SEEKS TO ENFORCE ITS RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF Simply Wall St’S INTELLECTUAL PROPERTY RIGHTS.

    c. Discounts and Coupons. You are not allowed to post any refunds, credits or discounts on the Simply Wall St Products and Services, or other content concerning Simply Wall St without Simply Wall St’s prior written consent in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Program using banners and links. Each Link connecting users of the Affiliate Site to the pertinent area of the Simply Wall St website will in no way alter the look, feel, or functionality of the Simply Wall St website. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement, and may result in your termination from the Affiliate Program or the withholding of Commission Fees.

    D. FTC Endorsement Compliance

    a. It is the intent of Simply Wall St to treat all of our customers fairly. Accordingly, we require all Simply Wall St Affiliates to comply with applicable laws, regulations and guidelines concerning advertising and marketing, including without limitations, the Federal Trade Commission (FTC) Endorsement Guides http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf, which require that material connections between advertisers and endorsers be disclosed. This means that all Affiliate Sites (e.g. directories, review/rating websites, blogs, and other websites) and any email or collateral that provide an endorsement or assessment of Simply Wall St's Products and Services must prominently disclose the fact that you receive compensation for Referred Customers. RG 234 Advertising financial products and services (including credit): Good practice guidance or

    Corporations Act 2001

    b. Simply Wall St reserves the right to withhold Commission Fees and cancel the affiliate relationship with you should we determine, at our sole discretion, that you are not in compliance with the previously mentioned regulations or guides, or regulations and guides that you are required to abide by or guides or regulations that we deem relevant.

    E. Data Security

    Affiliate shall comply with all applicable data protection laws regarding the transmission of data exported to or from the UnitedStates and Australia or the country in which Affiliate resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the "GDPR"), The Corporations Act 2001 (

    Corporations Act 2001 ) and ASIC Regulatory Guide 234 (RG 234 Advertising financial products and services (including credit): Good practice guidance ). Affiliate, as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data. Affiliate agrees to promptly assist Simply Wall St in complying with any data subject rights request under the GDPR that Simply Wall St may receive from any individuals referred to Simply Wall St by Affiliate.Affiliate further agrees to promptly assist Simply Wall St in complying with any duties to cooperate with supervisory authorities under the GDPR.

    Terms And Conditions - Simply Wall St

    F. Order Processing

    Simply Wall St will process orders placed by Referred Customers who follow the Links from an Affiliate Site to Simply Wall St. We reserve the right, in our sole discretion, to reject commission on purchases that do not comply with certain requirements that we may establish from time to time. All aspects of payments processed and fulfilment, including Simply Wall St’s services, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases generated by your Affiliate link and will make this information available to you through our affiliate dashboard. To permit accurate tracking, reporting, and commission, you must ensure that the Links between your website or published content and our website are properly formatted. In addition, we reserve the right to terminate and withhold affiliate commission on any affiliates that do not comply with our

    Terms And Conditions - Simply Wall St

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    G. Commission Determination; Qualified Purchases

    Commissions will be calculated based on the commission rates stated on the Simply Wall St website for each Qualified Purchase (as defined herein) subject to commission accruing pursuant to Section N below. A "Qualified Purchase"does NOT include the following:

    • A purchase by a Referred Customer that has transferred from any Simply Wall St partners or subsidiaries.
    • A purchase by a Referred Customer who is also associated with any Simply Wall St reseller, referral, or other program.
    • A purchase by a Referred Customer that is not up to date on its payments or is subject to a refund, referral, or other program.
    • A purchase that was completed prior to the Affiliate joining the Affiliate Program or was not tracked properly through an Affiliate Link.
    • A purchase by a Referred Customer that has not been in good standing for a period of at least thirty (30)days or is in violation of Simply Wall St's Terms of Service link, Acceptable UsePolicy LINK, or other applicable policies at the time the Commission Fees accrue.
    • A purchase that Simply Wall St suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this Agreement.
    • A purchase referred by an Affiliate that has an excessive cancellation rate as determined in Simply Wall St's sole discretion.
    • A purchase by a Referred Customer if the Referred Customer was offered or received coupons, refunds, credits or discounts from the Affiliate.
    • A purchase by a Referred Customer if the Affiliate or Referred Customer is in or is promoting a business-opportunity program (as determined by us in our sole discretion), 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.
    • A purchase by a Referred Customer who received a popup with a discounted offer, while leaving Simply Wall St's website during their purchase.
    • A purchase by a Referred Customer engaging in "Domain Speculation," which is determined by the identification of two (2) web hosting accounts with the same Referred Customer's name, email address, or other identifying characteristics as determined by Simply Wall St and/or the identification of two (2) or more web hosting accounts that have content on their websites or have similar content, templates or formatting, as determined by Simply Wall St, in our sole discretion.

    H. Simply Wall St reserves the right to withhold payment of initial Commissions Fees to Affiliates who are new to the Affiliate Program, or who have commissions that are potentially fraudulent as determined by Simply Wall St in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.

    I. Simply Wall St reserves the right to suspend the payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Referred Customer. Simply Wall St reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and canceled purchases.

    J. Simply Wall St reserves the right to immediately cancel or withhold for later review any Commission Fee that fails to meet the criteria of a "Qualified Purchase." Affiliate is responsible for monitoring the payment, denial and, with holding of Commission Fees. Simply Wall St is not obligated to actively notify Affiliates of the status of Commission Fees. If Affiliate has a question about a Commission fee that has been canceled or withheld,Affiliate has thirty (30) days from the day of the payment would have been due to contact Simply Wall St to request that the Commission Fee be paid. Any changes to decisions about canceled or withheld Commission Fees are strictly made in Simply Wall St's sole discretion.

    K. Commissions for any Referred Customer who is associated with any Simply Wall St reseller, referral or other program may not be considered a Qualified Purchase. In other words, you may not receive double commissions or compensation.

    L. In the event that the Referred Customers that are referred to Simply Wall St by an Affiliate are determined to have an excessive cancellation rate, as determined by Simply Wall St in its sole discretion. Simply Wall St reserves the right to withhold or decline pending and future Commission Fees to such Affiliates.

    M. Any attempt by an Affiliate to manipulate, falsify or inflate the Referred Customers, Qualified Purchases, or Commission Fees to intentionally defraud Simply Wall St or any violation of the terms of this Agreement constitutes immediate grounds for Simply Wall St to terminate the Affiliates participation in the Affiliate Program and will result in the forfeiture of any Commission Fees due to the Affiliate.

    N. Commission Expiration

    Commissions will accrue and only become payable once you (i) provide all relevant tax and address documentation pursuant to Section O below and (ii) convert a Qualified Purchase within ninety (90) days of a new users account being made. For example, if a new user signs up through your affiliate link and purchases a subscription within 90 days, your commission is payable. However, if a new user that signed up using an affiliate link does not become a paid subscriber within 90 days your commission will not be activated.

    O. Commission Payments

    • Subject to the terms of this Agreement, commissions will be calculated according to the specified percentage or dollar amount set forth in the commission report in your Affiliate Console for each Qualified Purchase that accrues during the period for which such commission fee is being calculated.
    • Commission Fees will be processed approximately thirty (30) days after the end of the month or other period in which they accrue. Simply Wall St will only compensate you for Qualified Purchases made in accordance with this Agreement.
    • Commission Fees shall be paid based on the current information in your Affiliate profile. You are required to notify us promptly of any change in your address by updating your profile information in the Affiliate console or by notifying us by email. You are responsible for selecting your desired payment form/type through our affiliate console. Please email affiliates@simplywallst.com if you would like to update or change your desired payment method and personal information. Any changes to your desired payment method may take up to two payout cycles to take effect.
    • You may choose to receive Commission Fees through:

    PayPal Payouts: If you select the PayPal Payouts mass pay option, Simply Wall St will pay any transactions fees charged by PayPal, so the full amount of the Commission Fees will be available in your PayPal account.

    Standard PayPal payments: Simply Wall St offers a standard PayPal option only to Affiliates located in the United States. Please email affiliates@simplywallst.com for further information about standard PayPal payments.

    If you reside outside of the United States and choose PayPal payments, please refer to PayPal's policy to ensure you are eligible to receive payments outside of the United States

    PayPal Global - All countries and markets - PayPal

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    Simply Wall St is not responsible for paying any third-party fees charged by PayPal, wire or ACH in order for you to receive Affiliate Commission Fees.

    Simply Wall St will deduct from the Commission Fees to reissue a payment. PayPal payments will only be reissued in the case of (i) an incorrect PayPal address or (ii) PayPal’s refusal to accept a payment. The Affiliate must make any request to reissue a PayPal payment within one hundred and twenty (120) days of the original issue date.

    • Simply Wall St, in its sole discretion, reserves the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.
    • Disputes: Affiliate has access to Simply Wall St's real-time Affiliate Program statistics and agrees to file any disputes within forty-five (45) days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after forty-five (45) days of the date on which the disputed sale or event occurred will not be accepted by Simply Wall St and Affiliate forfeits forever any rights to a potential claim.
    • Each Affiliate is required to comply with relevant tax laws within their country of residence. You are responsible for the payment of all taxes related to the Commission Fees you receive under this Agreement and Simply Wall St is not responsible to upload you to the tax laws that govern you. It is your duty to comply to the tax obligations that govern you and abide by the rules and regulations of the country you reside.
    • It is solely your responsibility to provide Simply Wall St with accurate tax and payment information that is necessary to issue a Commission Fee to you. If Simply Wall St does not receive the necessary payment information within ninety (90) days of a Qualified Purchase which would otherwise trigger Commission Fees, the applicable commissions shall not accrue and no Commission Fees will be owed with respect to such Qualified Purchase.

    P. Reports of Qualified Subscriptions

    You may log into your affiliate console to review your click through and potential Qualified Purchases statistics on a daily basis. The potential Qualified Purchases shown in this report have not been reviewed to confirm they meet all criteria for Qualified Purchases. As such, Commission Fees may not be issued for all Referred Customers that appear in the affiliate console.

    Q. Obligations Regarding Your Affiliate Links

    • You are solely responsible for the development, operation, and maintenance of your affiliate links and for everywhere they are published. Such responsibilities include, but are not limited to, the technical operation of your Affiliate Links and all related equipment; creating and posting product reviews, descriptions, and references on your Affiliate Link and information attached to content published with the link (including, but not limited to, all materials related to Simply Wall St Products and Services); ensuring that materials posted with your Affiliate Link do not violate orin fringe upon the rights of any third party and are not libellous or otherwise illegal. We disclaim all liability and responsibility for such matters.
    • We have the right in our sole discretion to monitor signups through your Affiliate Site from time to time to determine if you are in compliance with the terms of this Agreement. If you are not in compliance we may terminate your participation in the Affiliate Program effective immediately.

    R. Simply Wall St Responsibilities

    We will provide all of the information necessary for you to make Links from our Affiliate Console to our site. Simply Wall St will be solely responsible for order processing (including processing, cancellations, and refunds) for orders for Simply Wall St Products and Services placed by a Referred Customer following a Link from your content published, for tracking the volume and amount of Qualified Purchase statistics. Simply Wall St will be solely responsible for all order processing, including but not limited to payment processing, cancellations, refunds, and related Simply Wall St service.

    S. Policies and Pricing

    Referred Customers who buy Simply Wall St Products and Services through our affiliate network are deemed to be Simply Wall St Customers. Simply Wall St's Terms and Conditions, rules, policies, and operating procedures will apply to such customers. We may change our policies, pricing, and operating procedures at any time. For example, Simply Wall St determines the prices to be charged for Simply Wall St Products and Services sold through the affiliate network in accordance with our own pricing policies. Prices and availability of Simply Wall St Products and Services may vary from time to time, from affiliate to affiliate, and from region to region. Because price changes may affect products that you have listed in your published content associated with your Affiliate Link, you may or may not be able to include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information on our website, but we cannot guarantee the availability or price of any particular Simply Wall St Product or Service. Please look here,

    Pricing Plans - Simply Wall St

    T. Emails and Publicity

    You shall not create, publish, transmit or distribute, under any circumstances, any bulk email messages (also known as "SPAM") without prior written consent from Simply Wall St, to be granted or denied in Simply Wall St's sole discretion, in each instance. Additionally, you may only send emails containing a Simply Wall St affiliate link and or a message regarding Simply Wall St or Simply Wall St's Affiliate Program to people who have previously consented to receiving such communications from you. Your failure to abide by this Section T, the CAN-SPAM Act of2003, our Anti-Spam Policy, and all applicable laws relating to email communications, in any manner, will be deemed a material breach of this Agreement by you and will result in the forfeiture by you of any and all rights you may have to any commissions and the termination of your participation in the Affiliate Program. Further, if your account has excessive clicks in a very short period of time as determined by Simply Wall St inits sole discretion, the Affiliate relationship may be terminated.

    U. Licenses and Use of Simply Wall St Logos and Trademarks

    • Subject to the limitations set forth in Section T above and otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable license to (i) access our website through the Links solely in accordance with the terms of this Agreement and (ii) solely in connection with such Links, to use Simply Wall St trademark and logo and similar identifying material provided by us (collectively, the "Licensed Materials"), for the sole purpose of selling Simply Wall St Products and Services on your Affiliate Site and as approved in advance by us. You may not alter, modify, or change the Licensed Materials in any way. You are only entitled to use the Licensed Materials while you are an Affiliate in good standing and in compliance with all of the terms of this Agreement.
    • You shall not use the Licensed Materials for any purposes other than selling Simply Wall St Products and Services, without first submitting a sample to us and obtaining the express prior written consent of Simply Wall St in each instance. You shall not use the Licensed Materials in any manner that is disparaging or that otherwise portrays Simply Wall St, any hosted member of Simply Wall St or any Simply Wall St employee or representative in a negative light. We reserve all of our rights in the Licensed Materials and your license to use such material is limited to the manner described herein. We may revoke your license at any time, by giving you written notice. If not previously revoked, this license shall immediately terminate upon the termination of your participation in the Affiliate Program.
    • You grant to us a non-exclusive license to utilise your name, title, trademarks, and logos (the "Affiliate" Trademarks") in any advertisement or other materials used to promote Simply Wall St and the Affiliate Program, provided that Simply Wall St's use of the Affiliate Trademarks is not required and is at its sole discretion. This license shall terminate upon the termination of your participation in the Affiliate Program.
    • Simply Wall St doesn’t own the content you produce or publish anywhere on the internet that has reference to yourself as an Affiliate or when you choose to publish content and information with any such associations to you as an Affiliate or your Affiliate Link. Hereby, Simply Wall St is not liable if the content or information you publish doesn’t comply with the rules and regulations that govern you. Simply Wall St can decide in sole discretion whether the content published misrepresents the Simply Wall St brand and end the relationship with the Affiliate.

    V. Term and Termination

    • The term of this Agreement will begin upon our acceptance of your Affiliate Program application and will end when terminated by either party (the "Term"). Either party may terminate this Agreement at any time, with or without cause provided a 7 day termination notice is given.
    • You are only eligible to earn Commission Fees on Qualified Purchases occurring during the Term. Commission Fees earned prior to the date of termination will be eligible for commissions only if the orders for the related Simply Wall St Products and Services are not canceled within fourteen days of purchase (14 days) and comply with all the terms of this Agreement. We may withhold your final payment of Commission Fees for a reasonable time to ensure that all Qualified Purchases are valid and payments from Referred Customers are legitimate as determined by Simply Wall St in its sole discretion.
    • Any Affiliate who violates this Agreement, Simply Wall St's Terms and Conditions, or any applicable law will immediately forfeit any right to any and all accrued, but not yet received, Commission Fees and will be immediately removed from the Affiliate Program.
    • Simply Wall St reserves the right to remove an Affiliate from the Affiliate Program and to terminate or suspend this Agreement, at any time for any reason, at Simply Wall St's sole discretion.

    W. Modification

    We may notify this Agreement at any time in our sole discretion; provided that the change shall solely apply to events occurring after the date on which you accept and agree to such modifications unless you otherwise agree herein. Such modifications shall take effect when posted on our website. Modifications may include, but are not limited to changes in the scope of available Commission Fee, commission amounts or percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement, in which event you shall be entitled to your rights under the unmodified Agreement prior to the date of the applicable modification. Your continued participation in the Affiliate Program following our posting of any modifications on our website will constitute binding acceptance of the change.

    X. Disclaimers

    We make no express or implied warranties or representations with request to the Affiliate Program or any Simply Wall St Products and Services sold through the Affiliate Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTIABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUTOF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we make no representative that the operation of our website 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 concerning Referred Customers during any period of interruption.

    Y. Relationship of Parties

    You and Simply Wall St 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 Affiliate Site or otherwise, that contradicts anything in this section.

    Z. Representation and Warranties

    You hereby represent and warrant to us as follows:

    • You have reviewed and understand this Agreement and agree to be bound by its terms.
    • Your acceptance of this Agreement and participation in the Affiliate Program will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgement, 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.
    • You are the sole and exclusive owner of the affiliate Trademarks and have the power to grant to Simply Wall St the license to use such marks in the manner contemplated herein, and such grant 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 rights of any third person or entity.
    • You are not required to obtain consent, approval, or authorisation of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement.
    • There is no pending or threatened claim, action, or proceeding against you, or any affiliate of yours with respect to the Affiliate Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
    • During the Term, you will not include in your Affiliate 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 and Conditions or Acceptable Use Policy.
    • You are at least eighteen (18) years of age.
    • Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating a Commission Fee as provided in this Agreement.

    AA. Limitation of Liability

    WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE(3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

    BB. Indemnification

    You hereby agree to indemnify and hold harmless Simply Wall St and its 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, judgements, 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, or (III) any claim related to your Affiliate Site, including, without limitations, its development, operation, maintenance and content therein not attributable to us.

    CC. Confidentiality

    Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Simply Wall St customer and vendor lists, or pricing and sales information (including without limitation commission rates), shall remain strictly confidential and shall not be utilised 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 not under any obligation of confidentiality to the disclosure hereunder. Notwithstanding the foregoing, each party is hereby authorised to deliver a copy of any such information (a) pursuant to a valid subpoena or order issued by a 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. In the event of such disclosure, the receiving party shall give the disclosing party prior notice before releasing any information unless giving such notice is prohibited.

    DD. Independent Investigation

    You understand that we may at any time (directly or indirectly) solicit Simply Wall St relationships on terms that may differ from those contained in this Agreement. We may also solicit relationships with entities that operate websites that are similar to or compete with your Affiliate Site. You have independently evaluated the desirability of participating in the Simply Wall St Affiliate Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

    EE. Miscellaneous

    • Governing Law. The laws of the state of Utah will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Salt Lake City, Utah and your irrevocably consent to the jurisdiction of such courts.
    • Assignment. 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.
    • Waiver. 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.

    Report Spam & Abuse

    Please send reports of spam and abuse to affiliates@simplywallst.com. In the case of spam, please include the full message being reported as spam including all mail headers.

    Terms of Service