Terms of Use and Privacy Statement
Terms of Service of Affiliatly
These Terms of Service constitute an agreement (this “Agreement”)
for the provision of Services by Affiliatly, property of Overcode LTD a
company duly established and validly under the Bulgarian law
enterprise, address at existing under the laws of Bulgaria, registered
with the Commercial Register under UIC 201552021, having its seat and
registered address at, Bulgaria, Vratza, Dubnika, bl. 13, ap 80
(“Affiliatly”) and any person or entity opening an online account with
Affiliatly (“Customer”) as specified in the information provided by
Customer to Affiliatly in the online registration form.
This Agreement is effective as of the date Customer clicks “I accept” or
a similar button in the process of opening an online account with
Affiliatly (the “Effective Date”). Customer’s use of and Affiliatly’s
provision of the Cloud Services and Affiliatly System (each as defined
below) are governed by this Agreement.
1. DEFINITIONS. The following capitalized terms shall have the following meanings whenever used in this Agreement.
"Affiliate" means an individual or business entity generating its own
traffic and thus rewarded by a respective Merchant with whom such
Affiliate has a contractual relationship for qualified sales, leads,
clicks, or other measurable action registered by Merchant on Merchant’s
website.
"Affiliate Sales Revenue" means the total amount of the proceeds
received from the sale of products or services by Customer acting as a
Merchant and generated by Merchant’s Affiliates as tracked back to
Customer in the System. Such amount shall be net of the amounts with
respect to any and all sales, property, use, value-added and similar
taxes and discounts.
"Aggregate Data" has the meaning ascribed to it in Section 4.7 hereof.
"Cloud Services" means such software as a service (“SAAS”) and related
services as Affiliatly may provide from time to time to its Customers
acting as Merchants with respect to one or more Affiliates via the
System, including Affiliate Sales Revenue tracking and management
services for the purposes of tracking, reporting, and issuance of
commission payments by Merchants to Affiliates on a subscription basis.
"Confidential Information" has the meaning ascribed to it in Section 7.
“Customer” means: individual or business entity that is using the services provided by Affiliatly
"Customer Data" means data in electronic form input or collected
through the System by or from Customer, including without limitation by
Customer’s Users.
"Customer Order" means an order for access to the System on a
subscription basis entered by Customer through Affiliatly’s online
registration process on the Website and acknowledged by such Customer
through a click-to-agree online process.
"Documentation" means Affiliatly's standard manual related to use of
the System, as well as any additional documentation provided to Customer
in connection with this Agreement.
"Excluded Data" has the meaning ascribed to it in Section 4.6 hereof.
"Feedback" has the meaning ascribed to it in Section 7.2 hereof.
"Merchant" means an e-commerce entity paying a commission, referral
fee or similar compensation to an Affiliate for qualified sales, leads,
clicks, or other measurable action by a visitor generated or referred to
by such Affiliate to the Merchant’s website.
"Privacy Policy" means Affiliatly’s privacy policy, currently posted at https://affiliatly.com/legal-privacy.
"Subscription Fees" has the meaning ascribed to it in Section 3.1 thereof.
"System" means Affiliatly’s proprietary online platform designed for
building and sharing software, SaaS and mobile application integrations
for the Cloud Services, using the visual workflow editor or any major
programming language.
"Term" is defined in Section 12.1 below.
"User" means any individual who uses the System on Customer’s behalf
or through Customer’s account or passwords, whether authorized or not.
"Website" means the website owned and operated by Affiliatly at https://www.affiliatly.com.
2. THE SYSTEM. The following capitalized terms shall have the following meanings whenever used in this Agreement.
Use of the System. During the Term and provided that this Agreement
has not been terminated by either party, and in consideration of the
payment of the Subscription Fees, Customer may access the System for the
purpose of using Cloud Services pursuant and subject to: (a) the terms
of any outstanding Customer Order, including such features and functions
as the Customer Order provides and any limitations on the number of
Affiliates; and (b) Affiliatly’s other policies posted on its Website at
www.affiliatly.com, as such policies may be updated from time to time.
Documentation. Customer may reproduce and use the Documentation solely as necessary to support Users’ use of the System.
System Revisions. Affiliatly may revise System and Cloud Services
features and functions at any time, including without limitation by
removing such features and functions. If any such revision to the System
or Cloud Services materially reduces features or functionality provided
pursuant to a Customer Order, Customer may within 30 days of notice of
the revision terminate such Customer Order, without cause, or terminate
this Agreement without cause if such Customer Order is the only one
outstanding.
3. FEES.
Fees. Customer (Merchant/Advertiser) shall pay Affiliatly the fees for
the access to the System and use of the Cloud Services (“Subscription
Fees”) in accordance with the schedule of Subscription Fees which are
posted on the Website for the relevant System Service from time to time
or as specified in the Customer Order. Subscription Fees are dependent
on the number Affiliates and such other capacity limitations as may be
stated in the schedule of Subscription Fees on the Website or in the
Customer Form, if applicable.
Payment of Fees. Customer (Merchant/Advertiser) authorizes Affiliatly
to charge an amount equal to the amount of the Subscription Fees as
provided in Section 3.1 hereof on a monthly basis (unless the relevant
Customer Order provides otherwise). Customer hereby agrees to keep such
valid credit card and/or bank account in effect with sufficient credit
limit to enable Affiliatly to charge the Fees every month of each Term,
as applicable, and not to challenge such charges or to request reversal
of such charges. Affiliatly will not be required to refund the Fees
under any circumstances.
4. Customer Data & Privacy.
Use of Customer Data. Unless it receives Customer’s prior written
consent, Affiliatly: (a) shall not access, process, or otherwise use
Customer Data other than as necessary to operate and facilitate the
System, to provide Cloud Services to Customer and to improve customer
experience on the System; and (b) shall not grant any third party access
to Customer Data, including without limitation Affiliatly’s other
customers. Notwithstanding the foregoing, Affiliatly may disclose
Customer Data as required by applicable law or by proper legal or
governmental authority. Affiliatly shall give Customer prompt notice, if
permitted by applicable law, of any such legal or governmental demand
and reasonably cooperate with Customer in any effort to seek a
protective order or otherwise to contest such required disclosure, at
Customer’s expense.
Privacy Policy. The Privacy Policy applies only to the System and does
not apply to any third-party website or service linked to the System or
recommended or referred to through the System or by Affiliatly’s staff,
including without limitation, Merchant’s websites or Affiliate’s
websites.
Risk of Exposure. Customer recognizes and agrees that hosting data
online involves risks of unauthorized disclosure or exposure and that,
in accessing and using the System, Customer assumes such risks.
Affiliatly offers no representation, warranty, or guarantee that
Customer Data will not be exposed or disclosed through errors or the
actions of third parties.
Data Accuracy. Affiliatly shall have no responsibility or liability
for the accuracy of data uploaded to the System by Customer, including
without limitation Customer Data and any other data uploaded by Users.
In addition, Affiliatly shall not be responsible or liable for any
affiliate commission payment calculation errors in connection with
PayPal or other online payments made in reliance on the reports
generated from the use of the System or of any application programming
interface keys generated by the System.
Data Deletion. Affiliatly may permanently erase Customer Data if
Customer’s account is delinquent, suspended, or terminated for 30 days
or more.
Excluded Data. Customer represents and warrants that Customer Data
does not and will not include, and Customer has not and shall not upload
or transmit to Affiliatly's computers, servers, network or other media,
any data that is subject to heightened security requirements as a
result of Customer’s internal policies or practices or by law or
regulation. CUSTOMER RECOGNIZES AND AGREES THAT: (a) AFFILIATLY HAS NO
LIABILITY FOR ANY FAILURE TO PROVIDE PROTECTIONS SET FORTH IN THE
EXCLUDED DATA LAWS OR OTHERWISE TO PROTECT EXCLUDED DATA IN THE CONTEXT
OF THE HEIGHTENED SECURITY MEASURES ; AND (b) AFFILIATLY’S SYSTEMS,
INCLUDING THE SYSTEM, ARE NOT INTENDED FOR MANAGEMENT OR PROTECTION OF
EXCLUDED DATA AND MAY NOT PROVIDE ADEQUATE OR LEGALLY REQUIRED SECURITY
FOR EXCLUDED DATA.
Aggregate and Anonymized Data. Notwithstanding the provisions above of
this Article 4, Affiliatly may use Aggregate Data in any way, in its
sole discretion. “Aggregate Data” refers to Customer Data with the
following removed: personally identifiable information and the names and
addresses of Customer and any of its Users, Affiliates, end users or
customers.
5. CUSTOMER’S RESPONSIBILITIES AND RESTRICTIONS.
Acceptable Use. Acceptable Use. Customer shall not: (a) use the System
for service bureau or time-sharing purposes or in any other way allow
third parties, including Customer’s affiliates, to exploit the System;
(b) provide System passwords or other log-in information to any third
party; (c) share non-public System features or content with any third
party; or (d) access the System in order to build a competitive product
or service, to build a product using similar ideas, features, functions
or graphics of the System, or to copy any ideas, features, functions or
graphics of the System. In the event that it suspects any breach of the
requirements of this Section 5.1, including without limitation by Users,
Affiliatly may suspend Customer’s access to the System without advanced
notice, in addition to such other remedies as Affiliatly may have. This
Agreement does not require that Affiliatly take any action against
Customer or any User or other third party for violating this Section 5.1
or this Agreement, but Affiliatly is free to take any such action it
sees fit. In addition, Customer shall comply with all restrictions
imposed by each merchant in connection with affiliate transactions.
Unauthorized Access. Customer shall take reasonable steps to prevent
unauthorized access to the System, including without limitation by
protecting its passwords and other log-in information. Customer shall
notify Affiliatly immediately of any known or suspected unauthorized use
of the System or breach of its security and shall use best efforts to
stop said breach.
Compliance with Laws. In its use of the System, Customer shall comply
with all applicable laws and regulations, including without limitation
laws governing the protection of personally identifiable information and
other laws applicable to the protection of Customer Data, including the
General Data Protection Act.
Users & System Access. Customer is responsible and liable for: (a)
Users’ use of the System, including without limitation unauthorized
User conduct and any User conduct that would violate the requirements of
this Agreement applicable to Customer; and (b) any use of the System
through Customer’s account, whether authorized or unauthorized.
Users’ consents – The customer is responsible and declare that in any
case where an explicit consent for providing the services of Affiliatly
is needed by the natural person, such consents shall have been obtained
BY the Merchant prior the registration in Affiliatly website and start
using its services. In any case of installment of the plug-ins of
Affiliatly the notification for using the services/for this
functionality of the online store/website of the Merchant/the Customer
shall be provided by the Merchant/the Customer. Affiliatly is not
responsible for any faulty given information regarding the lawfulness of
the provided consent of the natural person.
Technical and organizational measures.
The Customer herewith declares that it has adopted the appropriate
technical and organizational measures including, where applicable those
under the GDPR.
6. AFFILIATE’S RESPONSIBILITIES AND RESTRICTIONS.
Affiliate acknowledge that they will use the System lawfully,
Accept that all disputes about payments/tracking/transactions/Merchant’s clients are between the Affiliate and the Merchant
In its use of the System, Affiliate shall comply with all applicable
laws and regulations, including without limitation laws governing the
protection of personally identifiable information and other laws
applicable to the protection of Customer Data, including the General
Data Protection Act.
Affiliate will not use any forbidden by law and abusive methods of referring visitors to the Merchant’s store
Merchant or Affiliatly may terminate the Affiliate’s account if
Affiliate is not following its restrictions and/or responsibilities
7. IP AND FEEDBACK.
IP Rights to the System. Affiliatly retains all right, title, and
interest in and to the System, including without limitation all
software, system software and applications used to provide the System,
including any source code, updates, improvements, enhancements,
modifications or derivative works thereof, whether or not patentable,
and all inventions, content, graphics, media, user interfaces, logos,
and trademarks contained in, displayed, performed or reproduced through
the System. This Agreement is an agreement for services and does not
grant Customer any intellectual property license or rights in or to the
System or any of its components. Customer understands and agrees that
the System and its components are protected by copyright and other laws.
Feedback. Affiliatly has not agreed to and does not agree to treat as
confidential any Feedback (as defined below) Customer or Users provide
to Affiliatly, and nothing in this Agreement or in the parties’ dealings
arising out of or related to this Agreement will restrict Affiliatly’s
right to use, profit from, disclose, publish, keep secret, or otherwise
exploit Feedback, without compensating or crediting Customer or the User
in question. (“Feedback” refers to any suggestion or idea for improving
or otherwise modifying any of Affiliatly’s products or services.)
Limited License. Notwithstanding anything to the contrary contained
herein, Customer hereby grants to Affiliatly a limited royalty-free
license and the right during the Term to disclose, use, modify, edit,
create derivative works, reproduce and display for Affiliatly’s
training, marketing, advertising, publicity and other business purposes
Customer’s information, data and content associated with Customer’s
Affiliatly account and registration page, including without limitation,
Customer’s affiliate program terms and other text and graphic elements
supplied by Customer, provided however that Affiliatly will remove
specifically identifiable information, such as individual names, office
addresses, email addresses and order numbers, therefrom prior to sharing
such Customer’s information, data and content with third parties.
8. Confidential Information. “Confidential Information”
refers to the following items Affiliatly discloses to Customer: (a) any
document Affiliatly marks “Confidential”; (b) any information
Affiliatly orally designates as “Confidential” at the time of
disclosure, provided Affiliatly confirms such designation in writing
within seven (7) business days; (c) the Documentation, this Agreement,
Customer Order, Statements of Work and any communications between
Affiliatly and Customer in relation to this Agreement, whether or not
marked or designated confidential; and (d) any other nonpublic,
sensitive information disclosed by Affiliatly, whether or not marked or
designated “Confidential.” Notwithstanding the foregoing, Confidential
Information does not include information that: (i) is in Customer’s
possession at the time of disclosure; (ii) is independently developed by
Customer without use of or reference to Confidential Information; (iii)
becomes known publicly, before or after disclosure, other than as a
result of Customer’s improper action or inaction; or (iv) is approved
for release in writing by Customer.
Nondisclosure. Customer shall not use Confidential Information for any
purpose other than the use of the System for its ordinary internal
business purposes (the “Purpose”). Customer: (a) shall not disclose
Confidential Information to any employee or contractor of Customer
unless such person needs access in order to facilitate the Purpose and
executes a nondisclosure agreement with Customer with terms no less
restrictive than those of this Article 8; and (b) shall not disclose
Confidential Information to any other third party without Affiliatly’s
prior written consent. Without limiting the generality of the foregoing,
Customer shall protect Confidential Information with the same degree of
care it uses to protect its own confidential information of similar
nature and importance, but with no less than reasonable care. Customer
shall promptly notify Affiliatly of any misuse or misappropriation of
Confidential Information that comes to Customer’s attention.
Notwithstanding the foregoing, Customer may disclose Confidential
Information as required by applicable law or by proper legal or
governmental authority. Customer shall give Affiliatly prompt notice of
any such legal or governmental demand and reasonably cooperate with
Affiliatly in any effort to seek a protective order or otherwise to
contest such required disclosure, at Affiliatly’s expense.
Injunction. Customer agrees that breach of this Article 8 would cause
Affiliatly irreparable injury, for which monetary damages would not
provide adequate compensation, and that in addition to any other remedy,
Affiliatly will be entitled to injunctive relief against such breach or
threatened breach, without proving actual damage or posting a bond or
other security.
Termination & Return. With respect to each item of Confidential
Information, the obligations of Section 8.1 above (Nondisclosure) will
terminate five (5) years after the date of disclosure. Upon termination
of this Agreement, Customer shall return all copies of Confidential
Information to Affiliatly or certify, in writing, the destruction
thereof.
Retention of Rights. This Agreement does not transfer ownership of
Confidential Information or grant a license thereto. Affiliatly will
retain all right, title, and interest in and to all Confidential
Information.
9. Representations & Warranties.
From Affiliatly. Affiliatly represents and warrants that it is the
owner of the System and of each and every component thereof, or the
recipient of a valid license thereto, and that it has and will maintain
the full power and authority to grant the rights granted in this
Agreement without the further consent of any third party. Affiliatly’s
representations and warranties in the preceding sentence do not apply to
use of the System in combination with hardware or software not provided
by Affiliatly. In the event of a breach of the warranty in this Section
9.1, Affiliatly, at its own option and expense, will promptly take the
following actions: (a) secure for Customer the right to continue using
the System; (b) replace or modify the System to make it non-infringing;
or (c) terminate the infringing features of the Cloud Services and
refund to Customer any prepaid fees for such features, in proportion to
the portion of the Term left after such termination. In conjunction with
Customer’s right to terminate for breach where applicable, the
preceding sentence states Affiliatly’s sole obligation and liability,
and Customer’s sole remedy, for breach of the warranty in this Section
9.1 and for potential or actual intellectual property infringement by
the System.
From Customer. Customer represents and warrants that: (a) it has the
full right and authority to enter into, execute, and perform its
obligations under this Agreement and that no pending or threatened claim
or litigation known to it would have a material adverse impact on its
ability to perform as required by this Agreement; (b) it has accurately
identified itself and it has not provided any inaccurate information
about itself to or through the System; (c) it is a corporation, the sole
proprietorship of an individual 18 years or older, or another entity
authorized to do business pursuant to applicable law.
Warranty Disclaimers. Except as provided in Section 9.1 above,
CUSTOMER ACCEPTS THE SYSTEM AND CLOUD SERVICES “AS IS” AND AS AVAILABLE,
WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF
DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING: (a) AFFILIATLY HAS NO OBLIGATION TO
INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO
INFRINGEMENT OF INTELLECTUAL PROPERTY; (b) AFFILIATLY DOES NOT REPRESENT
OR WARRANT THAT THE SYSTEM WILL PERFORM WITHOUT INTERRUPTION OR ERROR;
AND (c) AFFILIATLY DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM IS
SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT CUSTOMER
DATA WILL REMAIN PRIVATE OR SECURE.
10. INDEMNIFICATION. Customer shall defend, indemnify,
and hold harmless Affiliatly, Overcode LTD and any associates (as
defined below) against any “Indemnified Claim,” meaning any third party
claim, suit, or proceeding arising out of or related to Customer's
alleged or actual use of, misuse of, or failure to use the System,
including without limitation: (a) claims by Users or by Customer's
employees, as well as by Customer’s own customers; (b) claims related to
unauthorized disclosure or exposure of personally identifiable
information or other private information, including Customer Data; (c)
claims related to infringement or violation of a copyright, trademark,
trade secret, or privacy or confidentiality right by written material,
images, logos or other content uploaded to the System through Customer’s
account, including without limitation by Customer Data; and (d) claims
that use of the System through Customer’s account harasses, defames, or
defrauds a third party or violates the any other law or restriction on
electronic advertising. Indemnified Claims include, without limitation,
claims arising out of or related to Affiliatly’s negligence. Customer’s
obligations set forth in this Article 10 include retention and payment
of attorneys and payment of court costs, as well as settlement at
Customer’s expense and payment of judgments. Affiliatly will have the
right, not to be exercised unreasonably, to reject any settlement or
compromise that requires that it admit wrongdoing or liability or
subjects it to any ongoing affirmative obligations.
11 LIMITATION OF LIABILITY.
Dollar Cap. AFFILIATLY’S LIABILITY ARISING OUT OF OR RELATED TO THIS
AGREEMENT WILL NOT EXCEED THE AMOUNT OF THE FEES ACTUALLY PAID BY
CUSTOMER TO AFFILIATLY IN A PERIOD OF TWELVE MONTHS IMMEDIATELY
PRECEDING THE DATE ON WHICH CUSTOMER PRESENTS A CLAIM TO AFFILIATLY WITH
RESPECT TO AFFILIATLY’S BREACH OF AFFILIATLY’S OBLIGATIONS UNDER THIS
AGREEMENT.
Exclusion of Consequential Damages. IN NO EVENT WILL AFFILIATLY BE
LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL,
OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
Clarifications & Disclaimers. THE LIABILITIES LIMITED BY THIS
ARTICLE 11 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR
OTHERWISE; (c) EVEN IF AFFILIATLY IS ADVISED IN ADVANCE OF THE
POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE
FORESEEABLE; AND (d) EVEN IF CUSTOMER’S REMEDIES FAIL OF THEIR ESSENTIAL
PURPOSE. If applicable law limits the application of the provisions of
this Article 11, Affiliatly’s liability will be limited to the maximum
extent permissible. For the avoidance of doubt, Affiliatly’s liability
limits and other rights set forth in this Article 11 apply likewise to
Affiliatly’s affiliates, licensors, suppliers, agents, directors,
employees, consultants, advisors and other representatives.
12. TERM AND TERMINATION.
Term. The term of this Agreement (the “Term”) shall commence on the
Effective Date and continue for the initial term selected by the
Customer in the online registration process as specified in a Customer
Order. Following its expiration, the Term will renew for successive
terms equal to the initial term specified in the Customer Order, unless
either party refuses such renewal by written notice to the other party
30 or more days before the renewal date.
Termination for Cause. Either party may terminate this Agreement and
any Customer Order if the other party: (i) fails to cure any material
breach (including, without limitation, Customer's failure to pay the
Fees) of this Agreement within thirty (30) days after written notice of
such breach; (ii) ceases operation without a successor; or (iii) seeks
protection under any bankruptcy, receivership, trust deed, creditors
arrangement, composition or comparable proceeding, or if any such
proceeding is instituted against such party (and not dismissed within
sixty (60) days thereafter). Affiliatly may disable links and reporting
and payment functionality with respect to Affiliates of Customer
effective immediately in its sole discretion.
Effects of Termination. Upon termination of this Agreement, Affiliatly
shall discontinue Customer’s access to the System and the Cloud
Services and Customer shall cease all use of the System and the Cloud
Services and shall promptly delete, destroy, or return all copies of the
Documentation in its possession or control. The following provisions
will survive termination or expiration of this Agreement: (a) any
obligation of Customer to pay the Fees (unless the termination is by
Customer for cause); (b) Articles and Sections 7 (IP & Feedback), 8
(Confidential Information), 9.3 (Warranty Disclaimers), 10
(Indemnification), 11 (Limitation of Liability) and 13 (Publicity); and
(c) any other provision of this Agreement that must survive to fulfill
its essential purpose.
13. PUBLICITY. In further consideration of the rights
granted hereunder to Customer, Customer agrees to permit Affiliatly to
use Customer's name and trademarks and service marks to identify
Customer as a Affiliatly’s customer on the Website, in Affiliatly’s
marketing materials and in other sales and marketing activities,
provided that Customer does not notify Affiliatly in writing of its
revocation of such permission. Customer agrees to cooperate with
Affiliatly in reasonable publicity efforts involving the System, such
as, for example, media releases and marketing materials in accordance
with Affiliatly's reasonable request.
14. MISCELLANEOUS.
Independent Contractors. The parties are independent contractors and
will so represent themselves in all regards. Neither party is the agent
of the other, and neither may make commitments on the other’s behalf.
The parties agree that no Affiliatly employee or contractor will be an
employee of Customer.
Notices. Affiliatly may send notices pursuant to this Agreement to
Customer’s email contact points provided by Customer, and such notices
will be deemed received 24 hours after they are sent. Customer may send
notices pursuant to this Agreement to Affiliatly, and such notices will
be deemed received 72 hours after they are sent in writing and if
delivered personally, mailed via registered or certified mail (return
receipt requested and postage prepaid), given by facsimile (confirmed by
certification of receipt) or sent by courier (confirmed by receipt)
addressed to Overcode LTD, h.e. Dubnika, bl 13, Vratza 3000, Bulgaria.
Force Majeure. No delay, failure, or default, other than a failure to
pay fees when due, will constitute a breach of this Agreement to the
extent caused by acts of war, terrorism, hurricanes, earthquakes, other
acts of God or of nature, strikes or other labor disputes, riots or
other acts of civil disorder, embargoes, or other causes beyond the
performing party’s reasonable control.
Assignment & Successors. Customer may not assign this Agreement or
any of its rights or obligations hereunder without Affiliatly’s express
written consent. Except to the extent forbidden in this Section 14.4,
this Agreement will be binding upon and inure to the benefit of the
parties’ respective successors and assigns.
Severability. To the extent permitted by applicable law, the parties
hereby waive any provision of law that would render any clause of this
Agreement invalid or otherwise unenforceable in any respect. In the
event that a provision of this Agreement is held to be invalid or
otherwise unenforceable, such provision will be interpreted to fulfill
its intended purpose to the maximum extent permitted by applicable law,
and the remaining provisions of this Agreement will continue in full
force and effect.
No Waiver. Neither party will be deemed to have waived any of its
rights under this Agreement by lapse of time or by any statement or
representation other than by an authorized representative in an explicit
written waiver. No waiver of a breach of this Agreement will constitute
a waiver of any other breach of this Agreement.
Choice of Law & Jurisdiction This Agreement will be governed solely by the local laws.
Conflicts. In the event of any conflict between this Agreement and any
Affiliatly policy posted online, including without limitation the
Privacy Policy, the terms of this Agreement will govern.
Headings. The section headings in this Agreement are intended solely
for convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement.
Entire Agreement. This Agreement sets forth the entire agreement of
the parties and supersedes all prior or contemporaneous writings,
negotiations, and discussions with respect to its subject matter.
Neither party has relied upon any such prior or contemporaneous
communications.
EU/EEA and Switzerland Data Processing. To the extent that Affiliatly
processes any Personal Data as part of Customer Data that is subject to
the General Data Protection Regulation (the “GDPR”), on Customer’s
behalf, in the provision of the services hereunder, the terms of the
Affiliatly Data Processing Agreement, which are hereby incorporated by
reference, shall apply. For customers that are located in the European
Union or the European Economic Area, the Standard Contractual Clauses
adopted by the European Commission, attached to the Data Processing
Agreement, with Affiliatly, which provide adequate safeguards with
respect to the personal data processed by us under this Agreement and
pursuant to the provisions of our Data Processing Agreement apply.
Amendment. Affiliatly may amend this Agreement from time to time by
posting an amended version at its Website and, solely with respect to
Customers, sending Customer written notice thereof. Such amendment will
be deemed accepted and become effective 30 days after such notice (the
“Proposed Amendment Date”) unless Customer first gives Affiliatly
written notice of rejection of the amendment. In the event of such
rejection, this Agreement will continue under its original provisions,
and the amendment will become effective at the start of Customer’s next
Term following the Proposed Amendment Date (unless Customer first
terminates this Agreement pursuant to Article 12, Term &
Termination). Customer’s continued use of the Cloud Services following
the effective date of an amendment will confirm Customer’s consent
thereto. This Agreement may not be amended in any other way except
through a written agreement by authorized representatives of each party.
Notwithstanding the foregoing provisions of this Section 14.12,
Affiliatly may revise the Privacy Policy and any other Affiliatly policy
at any time by posting a new version of either at the Website, and such
new version will become effective on the date it is posted.
Acceptance. CUSTOMER ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT,
UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS. THE PERSON
ACCEPTING THIS AGREEMENT ON CUSTOMER’S BEHALF THROUGH AFFILIATLY’S
ONLINE REGISTRATION PROCESS OR BY MEANS OF A CUSTOMER ORDER REPRESENTS
THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND
CONDITIONS. Customer further acknowledges that this Agreement does not
have to be signed in order to be binding. Customer will have indicated
its assent to the terms of the Agreement by clicking on the "I accept"
(or similar button) that is presented to Customer at the time of its
opening of an online account with Affiliatly and submitting an order for
the Cloud Services through Affiliatly’s online registration process on
the Website.