Promoter Programme Terms

1. Who this agreement is between

These Promoter Programme Terms ("Promoter Terms") are an agreement between you ("Promoter", "you") and ANKT SERVICES, a French simplified joint-stock company (Société par Actions Simplifiée) registered under SIREN 843902156, with its registered office at 25 Rue Lenepveu, c/o WeForge, 49100 Angers, France ("Company", "we", "us"), which operates DarkSquares.

They apply in addition to our Terms and Conditions and Privacy Policy. Where they conflict on a point specific to the Promoter Programme, these Promoter Terms prevail.

2. Eligibility

To take part you must be at least 18 years old, or the age of majority where you live if it is higher, and legally able to enter into this agreement. If you take part on behalf of a company, you confirm you are authorised to bind it.

You may not take part if you are resident in, or acting on behalf of anyone in, a country or entity subject to European Union or French financial sanctions. Where sanctions, anti-money laundering rules, or our bank or payment provider prevent an operation, we cannot carry it out and may suspend payment for as long as the obstacle lasts.

3. Joining the programme

You apply from your own DarkSquares account. Acceptance is at our discretion and is not automatic: applying does not make you a Promoter, and we are not required to give a reason for declining.

If we accept your application, we assign you a promoter code and confirm your rate of remuneration. Your code, your rate and the date of your acceptance are shown in your promoter dashboard, and the rate stated there is the one that applies.

4. What counts as an attributed sale

A purchase is attributed to you when the account that made it was first brought to DarkSquares through your promoter code. Attribution follows first touch: the code that introduced an account keeps it, and a later link from another promoter does not take it away.

While this agreement is in force, attribution carries no time limit between the first touch and the purchase. If someone arrives through your link and buys months later, the purchase is still yours. Purchases made inside the mobile apps work differently, for the reasons set out below, and clause 14 says what happens once the agreement ends.

Your remuneration is a fixed amount per qualifying Pro purchase, not a percentage of the price paid.

Attribution is measured differently on each platform, and you should understand the limits before you rely on the figures:

• Web: measured per account, from the visit to your darksquares.net/go/<your-code> link.
• Your discount code: measured per account, whenever it is used at checkout on darksquares.net. This one does not need a click at all, so it also credits you for someone who simply heard you name it.
• Purchases made inside the iOS or Android apps: they never create an attribution of their own. Those purchases are billed by Apple and Google, who do not tell us which individual buyer came from where, so an install, or a purchase made in the app by an account we know nothing about, is credited to nobody. Where the account was already attributed to you, through your link or through your code, what it buys afterwards counts, whichever platform it buys on. This is a limit of the platforms, not a choice about what we pay.

This is what your discount code is for. Someone who watches you on a phone and takes your code buys on darksquares.net, where the purchase is attributed to you exactly, whichever device they are holding. We do not pay commission on an estimate extrapolated from impressions, clicks or unconfirmed installs, and we do not ask you to trust one.

We report what our own systems record. We do not warrant that figures sourced from a payment provider or an app store are complete or accurate, and we are not responsible for a platform's measurement or for changes to it.

Our records and the platform data are what we use to prepare your statements. If you think a figure is wrong, tell us within 60 days of the statement it appears on, with whatever evidence you reasonably have, and we will review it in good faith against our records and the platform data. We do not attribute purchases on any other basis, including a viewer saying they heard about us from you.

5. What does not count

The following are excluded from your remuneration:

• purchases made by you, or from accounts you control;
• purchases that are refunded, reversed or charged back, whether before or after payment to you, subject to the recovery process in clause 7;
• Pro access granted free of charge, including complimentary accounts and any hundred-percent discount;
• purchases obtained through incentivised traffic, automated traffic, or any offer of compensation to the buyer in exchange for purchasing.

6. How you may promote

Promote DarkSquares on your own channels, to your own audience, using your own content. The following are not allowed, and any purchase arising from them is excluded under clause 5:

• bidding on "DarkSquares" or confusingly similar terms in paid search, or using them in ad copy or display URLs;
• registering domains, subdomains, app names, handles or usernames containing "DarkSquares" or a confusingly similar variant, including misspellings;
• cookie stuffing, forced clicks, hidden or auto-triggered links, or altering, spoofing or stripping referrer information;
• unsolicited email, direct messages or any form of spam, and posting your link where the platform's own rules forbid it;
• posting your discount code to coupon or deal aggregator sites. It is issued to you for your own audience, and purchases coming from people you did not bring are not yours. We may deactivate a code that leaks and issue you a new one;
• stating a price, offer or feature that is not the one actually in force, or otherwise misrepresenting what the app does;
• presenting yourself as speaking for us, or implying a partnership or endorsement beyond this programme.

We may ask you to correct or remove content that breaches this clause, and you agree to do so promptly.

7. Payment

We reconcile once a month. Amounts earned in a calendar month are payable on the fifteenth day of the following month, less any refund, reversal or chargeback that occurred in the meantime. There is no minimum threshold: whatever is owed is paid.

Payment is made in the currency stated in your dashboard, which is US dollars for every promoter accepted since the Pro price moved to dollars, and euros for the earlier deals agreed in euros. Payment is by bank transfer or PayPal, as you prefer. Where your payment method or your bank charges a fee to receive funds, that fee is yours. Amounts are stated exclusive of tax, and no VAT is added unless you issue a valid invoice on which it is due. If you are not required or able to issue an invoice, we may rely on a receipt or a self-billing record where the law allows it.

You must give us accurate information for payment and for our accounting and tax obligations. French tax law may require us to declare the commissions we pay, including under article 240 of the French General Tax Code, and in some cases to withhold or report tax under applicable withholding rules or tax treaties. We may therefore ask you for a tax address, an invoice, a receipt or a tax form, and we may hold payment until you provide what is needed.

If a purchase is later refunded, reversed or charged back, or if we find that remuneration was paid on a purchase excluded under clause 5, we may recover the amount by offsetting it against your future remuneration, or ask you to repay it if there is none. Where we recover an amount already paid, your next statement shows which month it relates to and why.

Your dashboard shows a monthly statement of what has been attributed to you. It is a payment summary, not a tax invoice, and it does not replace any invoice you may be required to issue.

8. Verification

We may verify how and where your link is used, and ask you for reasonable information about it. Where reasonable evidence suggests a breach of clause 5 or clause 6, we may suspend payment of the amounts reasonably affected, and only those, while we look into it. We will tell you when we do and you may give us your explanation, which we will consider. An investigation takes no longer than needed and in principle no more than 60 days, extended only where a store or payment provider has to answer us first. If the suspicion is not borne out, the amounts are paid on the next monthly cycle.

9. Your status

You take part as an independent party. Nothing in these Promoter Terms creates an employment relationship, an agency, a commercial agency within the meaning of articles L.134-1 et seq. of the French Commercial Code, a partnership or a joint venture between us.

You are not appointed to prospect, negotiate or develop customers for us on a permanent basis. You choose freely whether, when and how you publish. We give you no leads, no sales scripts, no customer lists, no territory and no sales target, and you have no authority to hold discussions with prospective customers on our behalf, to agree a price, a discount, a refund or any condition, or to commit us in any way. Every customer relationship is formed directly between the customer and us, through our own checkout and our own terms. What you do is publish your own content and recommend the app; what you receive is a referral commission on purchases attributed to you.

You are given no exclusivity and no continuing obligation to seek customers, and you are free to promote anything else, including competing products. You are solely responsible for your own registration, tax and social security obligations, including any VAT, GST or sales tax that may apply, and for declaring what you receive under this agreement.

10. Disclosure

Because you are remunerated, you must disclose the commercial nature of the relationship in any content where you promote DarkSquares. The disclosure must be clear and placed where your audience sees it before or as they are exposed to your link or code, not only at the bottom of a description. Wording such as "Ad", "Paid partnership", "Collaboration commerciale" or "I earn a commission" works, in the language of your audience. Where a platform provides its own disclosure tool, such as YouTube's paid promotion setting, you must use it in addition to, not instead of, saying it yourself.

This is a legal requirement, not a formality. In France, where you fall within the scope of law no. 2023-451 of 9 June 2023 on commercial influence, article 5-2 requires the commercial intent to be indicated clearly, legibly and understandably wherever it is not already obvious from the context; "Publicité", "Collaboration commerciale" or an equivalent label suited to the format and the audience may be used. For audiences in the United States, the Federal Trade Commission's Endorsement Guides (16 CFR Part 255) require material connections to be disclosed, and the advertiser can be held responsible for an endorser's failure to do so. In the United Kingdom the CAP Code applies to affiliate marketing. Equivalent rules apply in most other markets, and it is for you to meet those covering your audience.

If you address an audience in France and are subject to the specific obligations that influencer-marketing rules place on you, including any requirement to appoint a representative, hold professional liability insurance, or put the arrangement in writing, meeting them is yours, and you will give us the information we reasonably need for our own compliance.

Because we can be held responsible for your disclosures, we may monitor them, ask you to correct content that lacks one, and suspend your participation until it is corrected. Failing to disclose is a breach of these Promoter Terms and grounds for ending the agreement under clause 14.

11. Your content, our brand

What you say about DarkSquares is yours. We do not review, approve or script your content, and you are free to criticise the product. Subject to clause 6, your honest opinion is your own.

For as long as you take part, we grant you a limited, non-exclusive, revocable, non-transferable right to use the DarkSquares name, logo and press-kit materials for the sole purpose of promoting the app. You may not modify the logo, combine it with your own marks, or use it in a way clause 6 forbids. All rights in the name and materials stay ours, and this right ends when the agreement ends.

You keep every right in the content you make. You grant us the right to reshare and quote content in which you feature DarkSquares, on our own channels and in organic form, for twelve months from its publication, with attribution to you. Using your content in paid advertising requires your separate agreement.

12. Your data

ANKT SERVICES is the controller of the personal data we process about you as a Promoter: your identity and contact details, your country, your channel and social handles, your promoter code and its statistics, your payment details, the amounts owed and paid to you, and our exchanges with you.

We process it to handle your application, run the programme and pay you, which is necessary to perform this agreement (article 6(1)(b) GDPR); to meet our accounting and tax obligations, including the declaration mentioned in clause 7 (article 6(1)(c) GDPR); and to prevent fraud and establish or defend legal claims, which is our legitimate interest (article 6(1)(f) GDPR).

It is shared only with those who need it to make this work: our bank and payment providers, our accountant, our hosting and analytics providers. Some of them are outside the European Union, in which case the transfer relies on the safeguards described in our Privacy Policy. Records supporting payments are kept for the ten years French accounting law requires; the rest is kept for the life of your participation and three years after it ends.

You have the rights of access, rectification, erasure, restriction, portability and objection set out in our Privacy Policy, exercisable at support@darksquares.net, and the right to complain to the CNIL or to your local supervisory authority.

Your dashboard reports how many accounts and purchases your code produced, and what you are owed. It never identifies an individual user, and we will not tell you who signed up or who bought. You must not attempt to obtain that information by any other means.

13. Responsibility

We do not guarantee that you will earn anything. What you earn depends on what your audience does, and nothing in this agreement, in our dashboard or in anything we say to you is a forecast or a promise of income.

This clause does not limit our obligation to pay you the remuneration properly due under clause 7. That obligation is the substance of this agreement and stands whatever follows.

Beyond it, and except where the law does not allow this, including in cases of fraud, intentional misconduct or gross negligence, our liability is limited to direct loss that was reasonably foreseeable when you accepted these Promoter Terms. We are not liable for lost profit, lost audience, lost opportunity or reputational harm, nor for the acts, measurement, reporting or policies of third-party platforms and payment providers.

You will hold us harmless against claims, losses and reasonable costs arising from your breach of clause 5, 6 or 10, from your breach of any law applying to your content, or from statements you make about DarkSquares that are untrue.

14. Ending the agreement

You may end this agreement at any time, immediately. We may end it for convenience on reasonable notice, and immediately where you have breached clause 5, 6 or 10, where there is fraud, where sanctions or a legal risk require it, or where we close the programme. We may also suspend your participation immediately where we reasonably believe clause 5, 6 or 10 has been breached.

Remuneration already earned on attributed purchases remains payable after the agreement ends, on the schedule in clause 7, except where it was earned through a breach of clause 5 or clause 6. Ending the agreement stops attribution for purchases made after the end date, even from an account your code originally introduced, and the rights granted in clause 11 end with it.

15. Changes to these terms

These Promoter Terms are versioned. If we change them substantively, we publish a new version and ask you to accept it in your dashboard. Until you accept the new version, the version you accepted continues to govern your participation. If you choose not to accept a new version, either of us may end the agreement under clause 14, and clause 14 governs what you are still owed.

We may change your rate for the future by agreement with you, and we may close the programme altogether. Changes only ever apply going forward: remuneration already earned on attributed purchases is unaffected, except where clause 5 or clause 7 applies. A change to the price of Pro does not change what you have already earned.

16. General

You may not transfer this agreement without our written agreement. We may transfer it as part of a transfer of the DarkSquares business, provided the transfer does not reduce the rights you have already accrued, and we will tell you if we do. Neither of us is responsible for a failure caused by something genuinely outside our control. If a clause turns out to be unenforceable, the rest stays in force. Not enforcing a clause once does not waive it. Notices are given by email to the address on your DarkSquares account and to support@darksquares.net.

This agreement, together with the documents it refers to, is the whole of what we have agreed about the Promoter Programme.

17. Governing law

These Promoter Terms are governed by French law. If you take part other than in the course of a business, this choice does not deprive you of the protection of the mandatory rules of the law of the country where you live, and nothing here affects your right to rely on them.

We will try to settle any dispute with you directly, and you can always start by writing to support@darksquares.net. Failing that, the dispute goes before the courts having jurisdiction under the applicable rules. Where you take part in the course of a business, the courts of Angers, France have exclusive jurisdiction.

18. Contact

Questions about the programme, a statement or a payment: support@darksquares.net.