1.Definitions and Interpretation
1.1 “COMPANY”, “we”, “our”, “us”, “our”, means Bablic Ltd which provides technology and localization services to a number of customers. “You”, “your”, and/or “affiliate” mean the individual or entity that has agreed to promote brands supported by COMPANY in return for bounties and/or commissions on the customers that are referred to COMPANY in accordance with this agreement. “Affiliate account” and “customer account” mean the uniquely assigned accounts created for a customer or affiliate when they successfully register. Affiliate accounts and customer accounts are kept completely separate and their respective login combinations (username/password) will only work on the sites originally registered upon. “Affiliate area” means the area of our site or any site managed by any 3rd party entity chosen by us, that is accessible to you and which provides certain ‘member only’ functionality, including facilities to check relevant statistics, manage campaigns, update your profile, create additional tracking links, manage tracking links and creative selection. “Affiliate earnings” mean any earnings that the affiliate accrues from activity on the customers they have successfully referred to COMPANY as qualified acquisitions. Applicable commissions, bounties, and deficits are used to determine the affiliate earnings. “Agreement” means these COMPANY affiliate network terms and conditions, applicable policies and such related promotion terms and conditions that may apply from time to time. You acknowledge and agree that COMPANY shall be entitled to amend this agreement (or any part thereof) from time to time, as it deems fit. The amended agreement shall take effect upon publication on the sites and affiliate area. COMPANY may, but shall not be obliged to, notify you of such changes and as such, please check the sites and affiliate area, regularly for revisions.
“Creatives” refer to any COMPANY approved advertisement materials that can be used to promote COMPANY. These include but are not limited to banners, html mailers, editorial columns, images, logos, photos, drawings, sketches, emails, splash pages, web pages, CD-ROMs, business cards, flyers, pamphlets, brochures, guides, booklets, inserts, fold-outs, magazines, videos, software, flash movies, podcasts, video podcasts and mini/microsites.
“Fraud traffic” means transactions, deposits, withdrawals, revenues or traffic generated on the services through illegal means or any other action committed in bad faith to defraud us (as determined by us in our sole discretion), regardless of whether or not it actually causes us harm, including transactions involving stolen credit/debit cards, collusion, manipulation of the service or system, bonuses or other promotional abuse, creation of false accounts for the purpose of generating affiliate earnings, and unauthorized use of any third-party accounts, copyrights, trademarks and other third party intellectual property rights (which, for the avoidance of doubt, includes our intellectual property rights).
“Group” means COMPANY and the related companies of COMPANY collectively.
“Intellectual property rights” means rights to all existing and future patents, trademarks, design rights, service marks, trade dress, trade or business names (including domain names), registered designs, copyright (including rights in computer software), moral rights, database rights, format rights and topography rights (whether or not any of these is or are registered and including applications for registration) know-how, trade secrets and rights of confidence and all rights and forms of protection throughout the world of a similar nature or with similar effect to any of these for the full unexpired period of any such rights and any extensions and/or renewals thereof.
“Marketing materials” mean the creatives and any other marketing materials (which may include the marks) that have been provided or otherwise made available to you by us and/or pre-approved by us.
“Marks” mean “COMPANY’s brand, logo, device, mark, domain name or trade name that contains, is confusingly similar to, or is comprised of the foregoing or any other name or mark owned or adopted from time to time by us or any company within the Group.
“Promotional code” means an alphanumeric code that is made available to the Affiliate to provide to prospective customers.
“Qualified acquisition” means a customer that has met certain conditions to be considered a true value customer. The criteria for qualification can be configured on a campaign basis and includes, but is not limited to, the following actions:
First monetary transaction amount
Total monetary transaction amount
Minimum subscription amount (product and channel specific)
“Site(s)” mean any websites and any other online site or platform that is owned, operated or controlled by or on behalf of COMPANY from time to time.
“Services” mean the service(s) offered to customers on the sites.
“Spam” means any unsolicited email or other electronic communication that you send.
“Term” means the period from the date that you acknowledge and accept the terms of this agreement by indicating such acceptance on the affiliate sign up form, until such time as this agreement expires or is terminated.
“Tier” means an affiliate’s classification of how many customers he has secured.
“Tracking link(s)” mean tracker IDs and feeds (RSS), made available by us in the affiliate area and that you may use to connect customers to our services from your website (or other electronic method) or using other marketing materials for example promotional codes. When the relevant customer opens his or her customer account or keys in the applicable promotional code, our system automatically logs the tracking URL and records you as the referring affiliate.
1.2 The clause headings are included for convenience only and shall not affect the interpretation of this agreement.
1.3 Any phrase introduced by the terms “including”, “include” or any similar expression shall be construed as illustrative and shall not limit the sense of the words prior to those terms.
1.4 Any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organizations, governments, states, governmental or state agencies, foundations and trusts (in each case whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists).
1.5 This agreement is drafted in the English language. If this agreement is translated into another language, the English language text shall in any event prevail.
1.6 Any reference to a statute, statutory provision, ordinance, subordinate legislation, code or guideline (“legislation”) is a reference to that legislation and all other subordinate legislation made under the relevant legislation as amended and in force from time to time and to any legislation that re-enacts or consolidates (with or without modification) any such legislation.
2. Signing Up and Registration
2.1 In order to participate in the COMPANY affiliate network you will need to sign up and be registered with us as an affiliate.
2.2 You undertake that all registration information on your affiliate sign up form is true and complete in all respects. You shall also provide us with such other information as we may reasonably request from time to time. You acknowledge and agree that inaccurate, incomplete or inadequate information provided by you may cause the delay or retention of payment of applicable affiliate earnings.
2.3 It is also your sole responsibility to ensure that the laws applicable to you do not prohibit you from participating in the COMPANY affiliate network and performing your obligations hereunder.
2.4 We may require further evidence of identification to verify your application details. If there is any change to your registration details as originally supplied by you, you shall notify us of the relevant change without delay. In order to confirm your details, COMPANY reserves the right to confirm your details by any means available to us.
2.5 COMPANY reserves the right, without liability to you, to reject your application at its complete discretion and without requiring justification
2.6 Employees of COMPANY or its related corporations, partners, agents, contractors, representatives and suppliers (including their immediate family members, spouses, partners and housemates) are not eligible to participate in the COMPANY affiliate network.
3. COMPANY Affiliate Obligations
3.1 We grant you the non-exclusive, non-assignable, right to direct customers to the sites in accordance with the terms and conditions of this agreement.
3.2 You shall ensure (and take adequate and appropriate measures to ensure) that the customers referred by you to us are of the age of majority to participate in the services and that they shall comply with the COMPANY general terms and conditions.
3.3 You shall ensure (and take adequate and appropriate measures to ensure) that any marketing communications (phone calls, SMS, email) are sent to individuals who have consented to receive marketing communications from our Websites.
3.4 Referrals from affiliates are considered COMPANY customers. The affiliate relinquishes all rights and/or ownership to these customers once referred to COMPANY and these customers shall be registered as COMPANY members before they are considered qualified acquisitions (subject to any other applicable criteria).
3.5 You will be solely responsible for the development, operation, and maintenance of your site and for your own materials that appear on your site. For example, you will be solely responsible for ensuring that materials posted on your site are not libelous, discriminatory, defamatory, offensive or otherwise illegal. COMPANY disclaims all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, legal fees) arising directly or indirectly out of the development, operation, maintenance, and contents of your site.
3.6 The COMPANY affiliate network is intended for your direct participation. You shall not open affiliate accounts on behalf of third parties. Opening an affiliate account for third parties, brokering an affiliate account or the transfer of an affiliate account are prohibited. Affiliates wishing to transfer an affiliate account to another beneficial account owner must request in writing, approval from COMPANY.
Approval is solely at COMPANY’s discretion.
4. Marketing & Advertisements
You warrant and undertake the following:
4.1 You will only use approved creatives and will not alter their appearance nor refer to us in any promotional materials other than those that are available from us.
4.2 We hereby grant to you a non-exclusive, non-transferable license, during the term of this agreement, to use the marks and marketing materials solely in connection with the display of the promotional materials on your site pursuant to this agreement. This license cannot be sub-licensed, assigned or otherwise transferred by you.
4.3 Your right to use the marks and marketing materials is limited to and arises only out of this license. You shall not assert the invalidity, unenforceability, or contest the ownership of the marks and marketing materials in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice our rights in the marks and marketing materials, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You agree that all use by you of the marks and marketing materials inures to our sole benefit and that you will not obtain any rights in the marks and marketing materials as a result of such use. You must notify us immediately if you become aware of the misuse of the marks and marketing materials by any third party.
4.4 You shall not register or attempt to register any domain names, trademarks or names that contain, are confusingly similar to or are comprised of the marks and marketing materials, and you hereby agree to transfer any such registration obtained by you to us upon demand.”
4.5 You shall not purchase or register keywords, search terms or other identifiers for use in any search engine, portal, sponsored advertising service or other search or referral service and which are identical or similar to any of the marks or variations thereof.
4.6 For the avoidance of doubt all intellectual property rights of COMPANY and the Group shall remain the sole and exclusively property of the foregoing and you do not gain any rights to the foregoing by reason of your use of the same.
4.7 All your marketing activities must be professional, proper and lawful under applicable rules, regulations or laws (including any laws in relation to the content and nature of any advertising or marketing) and otherwise comply with the terms of this agreement. You shall not authorize, procure, assist or encourage any third party to:
4.7.1 Place the marks and/or marketing materials on any online site or other medium where the content and/or material on such website or medium is potentially libelous, malicious, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, in our sole discretion otherwise unsuitable.
4.7.2 Develop and/or implement marketing and/or public relations strategies that have as their direct or indirect objective the targeting of marketing the sites or services to any persons who are less than 18 years of age (or such applicable age as may apply in the relevant jurisdiction), regardless of the age of majority in the location you are marketing.
4.7.3 Infringe any third party’s intellectual property rights, where in any event it is a critical condition of this agreement that no content provided by the COMPANY or created on its behalf shall be published (including on any websites) which includes copyright infringing material and/or unauthorized content.
4.7.4 Disparage us or otherwise damage our goodwill or reputation in any way.
4.7.5 Copy or otherwise create a Site that substantially resembles the “look and feel “of the Sites, or promote a Site of this nature, whether in whole or in part, nor utilize any such means or Site to create the impression that such Sites are in fact the Sites (or any part of such).
4.7.6 Frame any page of the Site(s) in whole or in part.
4.7.7 Read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any other person.
4.7.8 In any way alter, redirect or in any way interfere with the operation or accessibility of the sites or any page thereof or otherwise attempt to intercept or redirect (including via user-installed software) traffic from or on any online site or other place that participates in the COMPANY affiliate network.
4.7.9 Take any action that could reasonably cause any end-user confusion as to our relationship with you or any third party, or as to the ownership or operation of the sites or services on which any functions or transactions are occurring.
4.7.10 Attempt to communicate to customers whether directly or indirectly on our sites to solicit them to move to any online site not owned by us or for other purposes without our prior approval including but not limited to via email, chat boards, or spamming our tables.
4.7.11 Attempt to communicate to customers whether directly or indirectly on our sites to solicit them to move to any online site not owned by us or for other purposes without our prior approval including but not limited to via email, chat boards, or spamming our tables.
4.8 Without prejudice to anything else in this agreement, if we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any affiliate earnings and/or terminate this agreement immediately on notice.
4.9 Unless separately agreed otherwise, COMPANY will not, in any way, promote affiliates.
4.10 For the avoidance of doubt, affiliates are responsible for all costs associated with their marketing and advertisement obligations under this agreement.
4.11 Without prejudice to clause 8, we reserve the right to terminate this agreement with you immediately without liability if there is any form of spamming originating from you or if you advertise our services in any other way than in accordance with or permitted by the terms of this agreement.
5. Specific Marketing Rules
5.1 You will not use any unsolicited or spam messages to promote COMPANY’s Sites. Consent by any individuals who receive marketing communications sent by you must be obtained and be demonstrable. In the event that we receive a complaint that you have been sending spam messages, you hereby agree that we may provide to the party making the complaint any details required for the complaining party to contact you directly in order for you to resolve the complaint. The details which we may provide to the party making the complaint include your name, email address and telephone number. You hereby warrant and undertake that you will cease sending spam messages and make every effort to resolve the complaint. In addition (and without prejudice to clause 8), we reserve all of our rights in this matter including without limitation the right to immediately terminate this Agreement and your participation in our affiliate program, and to set off or charge you for all claims, damages, expenses, costs, fines incurred or suffered by us in relation to this matter.
5.2 You acknowledge that we utilize the services of a 3rd party automated service that allows us to ascertain whether any affiliates on our network are advertising our Websites on sites that promote or allow illegal sharing of copyrighted content. Should you appear to be engaging in such activity we reserve the right to withhold and void all Affiliate payments and terminate the relationship immediately.
5.3 General Data Protection Regulation – You acknowledge the application of the EU General Data Protection Regulation 2016/679 (“GDPR”), as it applies to all EU based entities that process personal data and to all EU citizens whose personal data is processed. You undertake to familiarize yourself with all the requirements of GDPR as they relate to you and your activities and further confirm that any platforms, websites, or other forms of advertising you engage in, where it involves the accessing, viewing, handling, dealing or in any way processing of personal data, are managed in such a way so as to comply with the requirements of GDPR in so far as they apply to issues including but not limited to, consent for processing the personal data you have access to in the course of your activities; the availability of personal data rights, etc. Should either the affiliate or COMPANY, suffer a personal data breach relating to personal data about the affiliate or COMPANY or relevant individuals, both parties agree to notify the others as soon as is reasonably possible, in order for the other to be able to comply with notification requirements. Should it become reasonably clear to COMPANY, that affiliate and his or her activities, do not, at COMPANY’s reasonable discretion, comply with GDPR requirements, COMPANY may withhold affiliate earnings and terminate the Agreement immediately.
5.4 You may only offer bonuses and promotions to customers on the COMPANY’s behalf that are authorized and sanctioned by the COMPANY, where you have an obligation to ensure that the COMPANY’s promotion/bonus header and terms and conditions for these bonuses and promotions use COMPANY’s prescribed wording and are communicated and specified in any publication of the same on your site, email or other media. Where there is a discrepancy between the terms communicated in your offering of the bonus or promotion and the terms specified to you by the COMPANY, then the COMPANY shall be entitled to recover by way of set off of any commission owed to you or other means, the loss suffered by the COMPANY as a result of your non- compliance with the provision of this section 5.3.
6. Affiliate Earnings & Payments
6.1 Please take note that credit shall not be issued to any affiliate.
6.2 On joining this affiliate program and unless otherwise stated and agreed between you and COMPANY, your account will be set to our default CPA commission structure. Additional incentives and alternative commission structures may be discussed with the Company based upon your performance but subject to achieving new Qualified Accounts in any 3 month period.
6.2.1 While on a CPA commission structure, your earnings are per customer subject to actual payment for a subscription without chargeback, where cancellation without payment or disproportionate chargeback by affiliate’s referred customers, may at COMPANY’s discretion disqualify entitlement to CPA earnings.
6.3 Your affiliate earnings are personal to you and you shall have no claim to affiliate earnings or other compensation on business secured by or through persons or entities other than you. You cannot withdraw payments for or on behalf of another third party.
6.4 COMPANY reserves the right to change any affiliate earnings structure (or any part thereof) from time to time, for any reason it deems fit.
6.5 Customers purchasing our services through third party applications, marketplaces or technologies will not generate earnings for the Affiliate.
6.6 All affiliate earnings payments will be paid to your affiliate account designated in your affiliate sign up form in the currency of our choice. Payment will be made by wire, PayPal, or any other method as we in our sole discretion decide; however, we will use reasonable endeavors to accommodate your preferred payment method. Please note that in the event of a systems or technical malfunction leading to incorrect balance showing on affiliate’s account, COMPANY reserves the right to manually correct this error and pay to affiliate the correct sum. Affiliate will be kept fully informed during this process in such situations
6.7 Any charges for conversion, processing and delivering payment to you will be deducted from your affiliate earnings. For the avoidance of doubt, we have no liability to pay any currency conversion charges or any charges associated with the transfer of monies to your designated account.
6.8 In the event that we determine any activity to constitute fraud traffic, or to otherwise be in contravention of this agreement, then in our sole discretion we may: (i) pay the affiliate earnings in full, (ii) recalculate them in light of such suspected fraud traffic or contravention, (iii) delay payment of the affiliate earnings while we investigate and verify the relevant transactions or (iv) forfeit your affiliate earnings.
6.9 If you disagree with the reports or amount payable, do NOT request or accept payment for such amount and immediately send us written notice of your dispute. Further, deposit of payment check, acceptance of payment transfer or acceptance of other payment from us by you will be deemed full and final settlement. Notwithstanding the foregoing, if any overpayment is made in the calculation of your affiliate earnings, we reserve the right to correct such calculation at any time and to reclaim from you any overpayment made by us to you.
6.10 Payment requests shall be processed before the end of the following month in which the Earnings were generated. If we suspect the terms and conditions have been breached or the occurrence of fraud traffic, the payment request may be held over for investigation and your account frozen until we can validate that there has been no breach of these terms and conditions. If your account remains frozen as a consequence of this clause for a continuous period of 180 days then in the absence of: satisfactory explanation; or evidence to prove legitimate dealings, funds remaining in your account will be removed and your account closed.
6.11 You shall comply with all applicable laws and any policy notified by us through our site or otherwise in relation to money laundering and/or suspicious transactions.
6.12 All affiliates shall be responsible for paying such taxes on their affiliate earnings under the laws applicable to them.
6.13 If you wish to offer any incentives to potential customers, you are required by us to receive prior written approval before commencing any such activity. In the event that you do not receive such approval but offer such incentives, we reserve the right to cancel your participation in the program, and refuse payment of any previously earned, but unpaid, commissions.
6.14 Due to strict anti money laundering requirements we may require one or more forms of documentation to verify your identity before we can make a first payment out to you. If for a continuous period of 180 days from our request for this verification documentation, we have still not received the same from you then the funds remaining in your account will become dormant, at which point funds remaining in your account will be removed.
6.15 In the case of CPA deals, if we do not receive any traffic for a continuous period of 180 days, your account will become dormant, at which point funds remaining in your account will be removed.
7.1 We will track and report customer activity for purposes of calculating your affiliate earnings. The form and content of the reports may vary from time to time in our sole discretion. Generally, you can at your own initiative and timing, generate your own reports regarding the qualified acquisitions signed up in a particular period and/or the total amount due to you after any deductions or set offs that we are entitled to make under this agreement. We hereby exclude any and all liability for the timeliness, accuracy or completeness of any such reports.
8. Confidential Information
8.1 During the term of this agreement, you may be entrusted with confidential information relating to our business, operations, or underlying technology and/or the affiliate program (including, for example, affiliate earnings earned by you). You shall not disclose or permit unauthorized use of any such confidential information to third persons without our prior written consent and you will use the confidential information only for purposes necessary to further the purposes of this agreement. Your obligations with respect to confidential information shall survive the termination of this agreement.
8.2 If necessary, COMPANY reserves the right to inform a customer that they are under an affiliate.
8.3 For compliance with regulatory requirements, nothing in this agreement shall prohibit or restrict COMPANY from reporting the details of any affiliate or transaction hereunder to any applicable authority.
8.4 COMPANY may disclose to third parties information relating to your agreement with us and other information disclosed by you to us, to in so far as is necessary for use by i) payment settlement service providers, data verifiers, marketing and operational service providers and financial institutions, to the extent necessary for the completion of payments, online and offline marketing campaigns, facilitate the opening of new accounts, customer services and fraud prevention for services provided through our website; ii) to any auditors, contractors or other advisers auditing any of Mansion Group’s business processes.
9. Term and Termination and Consequences
9.1 This agreement will take effect when you indicate your acceptance of these terms and conditions on the affiliate sign up form and continues until terminated in accordance with the terms of this agreement.
9.2 You may terminate this agreement, with or without cause, immediately upon written notice to us. You can send this written notice via email, with ‘Termination’ in the subject line, to firstname.lastname@example.org
9.3 We may terminate this agreement, without cause at any time, upon written notice to you. We may send such written notice via email to such email address or by fax to such fax number, you have provided to us in the affiliate sign up form.
9.4 For the avoidance of doubt, termination of the agreement will automatically end your participation in the entire COMPANY affiliate network and revocation of all privileges and licenses granted hereunder. In particular:
9.4.1 You shall stop promoting the sites and all rights and licenses given to you under this agreement will terminate immediately.
9.4.2 You shall return all confidential information and cease use of any of the marks and marketing materials (including deleting and purging the same from your computer systems).
9.4.3 Sections 7, 9, 10, 11 and 12.5 and such other provisions as are necessary for the interpretation or enforcement of this agreement after termination, shall survive any termination or expiry of this agreement.
10.1 You warrant and undertake that:
10.1.1 You have independently evaluated the desirability of marketing the sites and services.
10.1.2 You have independently evaluated the laws that apply to your activities and believe that you may participate in COMPANY affiliate network without violating any rules or laws applicable to you.
10.1.3 You are solely responsible for any and all activities that occur under the access to and use of the services under your username, account number, affiliate accounts and password regardless of whether such access and/or use was authorized by or known to you or not.
10.1.4 You shall not upload or distribute any files or data that contain viruses, corrupted files or data or any other program, files or data that may affect the operational performance of the services and/or site(s).
10.1.5 You shall not use any device, robot, spider, software, routine or other method (or anything in the nature of the foregoing) to interfere or attempt to interfere with the proper functioning of the services and/or site(s), information or any transactions offered at the foregoing.
10.1.6 The customers that you refer to COMPANY comply with the COMPANY general terms and conditions as may be modified from time to time.
11.1 You shall defend, indemnify, and hold us, our directors, employees and representatives harmless from and against any and all liabilities, losses, damages and costs, including legal fees, resulting from, arising out of, or in any way connected with (a) any breach by you of any warranty, representation or term contained in this agreement, (b) the performance of your duties and obligations under this agreement, (c) your negligence, (d) fraud traffic attributable to your or your referred customer or (e) any injury caused directly or indirectly by your negligent or intentional acts or omissions, or the unauthorized use of the affiliate area, sites, services, marks, marketing materials and generally the COMPANY affiliate network.
11.2 In each event of breach or non-compliance, in addition to any other remedy that we may have under these terms and conditions or applicable law, including its right to compensation as described above, we shall also have the right, at any time, to seek damages from you for any new or continuing violation of any of the above provisions and to terminate your affiliate agreement with us.
12. Disclaimers and Limitation of Liability
12.1 WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE AFFILIATE NETWORK, OUR SITES, ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT OUR SITES, SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF ALL OR ANY OF THE FOREGOING. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
12.2 We may, in our sole discretion, use any available means to block, restrict, remove or discount from your tracker certain customers, payments or transactions or reject the applications of potential customers and/or affiliates so as to reduce the number of fraudulent, unprofitable transactions for any reason. We do not guarantee, represent or warrant the consistent application and/or success of any fraud prevention.
12.3 Our obligations under this agreement do not constitute personal obligations of the owners, directors, officers, advisers, agents, representatives, employees, vendors or suppliers of the site or services other than as provided under this agreement. Other than as expressly provided in this agreement, in no event will we be liable for any direct, indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss) including any loss of business, revenue, profits or data. Our liability arising under this agreement, whether in contract, tort (including negligence) or for breach of statutory duty or in any other way shall only be for direct damages and shall not exceed, in aggregate, the revenues generated and payable to you in relation to the site(s) that the dispute relates to over the previous 12 months at the time that the event giving rise to the liability arose. However, nothing in this agreement will operate to exclude or limit either party’s liability for death or personal injury arising as a result of that party’s negligence or for fraud
12.4 All promotions can only be claimed once per person, household, family, household address, email address, credit card number, or shared computer environment such as a library, workplace, fraternity, university or school.
12.5 COMPANY does not accept liability for the content or accuracy of external websites.
13.1 All notices pertaining to this agreement will be given by email address (or such other contact address) provided by you in the affiliate sign up form (or as subsequently updated by you to us in the event of change), and to us and if unsatisfied with the response then to claims. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being sent or twenty-four (24) hours from the time of transmission.
13.2 You understand that we may at any time (directly or indirectly), enter into marketing terms with other affiliates on the same or different terms as those provided to you in this agreement and that such affiliates may be similar, and even competitive, to you. You understand that we may re-direct traffic and users from any of the sites to any other online site that we deem appropriate in our sole discretion, without any additional compensation to you.
13.3 Except where you have received our prior written consent, you may not assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with this agreement or any rights under this agreement, or sub- contract any or all of your obligations under this agreement, or purport to do any of the same. Any purported assignment in breach of this clause shall confer no rights on the purported assignee.
13.4 This agreement (including any variation or modification thereto) shall be deemed executed in the State of Israel and shall be governed by and construed in accordance with the laws of the State of Israel without giving effect to conflicts of law principles. You irrevocably agree to submit to the exclusive jurisdiction of the courts of the State of Israel for the settlement of any claim, dispute or matter arising out of or concerning this agreement or its enforceability and you waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
13.5 Except insofar (and only to such extent) as this agreement expressly provides that a third party may in their own right enforce a term of this agreement, a person who is not a party to this agreement has no right under any law or statute to rely upon or enforce any term of this agreement.
13.6 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 provision or any other provision of this Agreement. No modifications, additions, deletions or interlineations of this Agreement are permitted or will be recognized by us. None of our employees or agents has any authority to make or to agree to any alterations or modifications to this Agreement or its terms. Our rights and remedies hereunder shall not be mutually exclusive, that is to say that the exercise of one or more of the provisions of this Agreement shall not preclude the exercise of any other provision. You acknowledge, confirm, and agree that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision of this Agreement, we may seek enforcement or compliance by specific performance, injunction, or other equitable remedy. Nothing contained in this Agreement shall limit or affect any of our rights at law, or otherwise, for a breach or threatened breach of any provision of this Agreement, its being the intention of this provision to make clear that our rights shall be enforceable in equity as well as at law or otherwise.
14. Relationship of Parties
14.1 We and you are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this Agreement.