Terms of Service of Affiliate

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, str. Konstantin Ognyanovich 16, floor 2  (“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.

1. "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.
2. "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.
3. "Aggregate Data" has the meaning ascribed to it in Section 4.7 hereof.
4. "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.
5. "Confidential Information" has the meaning ascribed to it in Section 7.
6. “Customer” means: individual or business entity that is using the services provided by Affiliatly
7. "Customer Data" means data in electronic form input or collected through the System by or from Customer, including without limitation by Customer’s Users.
8. "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.
9. "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.
10. "Excluded Data" has the meaning ascribed to it in Section 4.6 hereof.
11. "Feedback" has the meaning ascribed to it in Section 7.2 hereof.
12. "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.
13. "Privacy Policy" means Affiliatly’s privacy policy, currently posted at https://affiliatly.com/legal-privacy.
14. "Subscription Fees" has the meaning ascribed to it in Section 3.1 thereof.
15. "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.
16. "Term" is defined in Section 12.1 below.
17. "User" means any individual who uses the System on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.
18. "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.

1. 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.
2. Documentation. Customer may reproduce and use the Documentation solely as necessary to support Users’ use of the System.
3. 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.

1. 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.
2. 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.

1. 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.
2. 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.
3. 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.
4. 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.
5. Data Deletion. Affiliatly may permanently erase Customer Data if Customer’s account is delinquent, suspended, or terminated for 30 days or more.
6. 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.
7. 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.

1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
6. Technical and organizational measures.
7. 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.

1. Affiliate acknowledge that they will use the System lawfully,
2. Accept that all disputes about payments/tracking/transactions/Merchant’s clients are between the Affiliate and the Merchant
3. 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.
4. Affiliate will not use any forbidden by law and abusive methods of referring visitors to the Merchant’s store
5. Merchant or Affiliatly may terminate the Affiliate’s account if Affiliate is not following its restrictions and/or responsibilities

7. IP AND FEEDBACK.

1. 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.
2. 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.)
3. 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.

1. 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.
2. 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.
3. 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.
4. 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.

1. 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.
2. 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.
3. 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.

1. 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.
2. 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.
3. 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.

1. 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.
2. 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.
3. 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.

1. 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.
2. 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, str. Konstantin Ognyanovich 16, floor 2, Vratza 3000, Bulgaria.
3. 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.
4. 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.
5. 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.
6. 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.
7. Choice of Law & Jurisdiction This Agreement will be governed solely by the local laws.
8. 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.
9. 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.
10. 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.
11. 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.
12. 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.
13. 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.

14. As a part of joining the Work At-Home Equipment Solutions LLC (WAHES) ambassador affiliate program. I agree to: 
    

     

    1. I understand that I may NOT replicate, resell, redistribute, or rebrand any products sold and fulfilled by WAHES without written consent. 
    2. I understand that I may NOT sell WAHES products as own, nor Increase the price of our products to be listed any higher then what is on our website. www.wahequipmentsolutions.com
    3. I understand that I may in NO-WAY misrepresent myself to be a direct representative of WAHES. Instead I understand and agree that I have a stand-alone marketing plan to offer these products in conjunction with additional business opportunities I hold at this time. 
    4. Please refrain from the use of pricing in your marketing, As our pricing is fluctuating based on market demands/supplies. 
    5. As well you understand if found in violation of any TOS outlined, And it is discovered by a member of our team. This may be grounds for termination from our Affiliate Program & accrued earnings being seized. 

Privacy Policy of Affiliatly

WHO WE ARE

The website Affiliatly.com is a service owned or controlled by 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, str. Konstantin Ognyanovich 16, floor 2  (to be referred to in this document as “Overcode”, “Affiliatly”, “we”, “our” or “us”).

Affiliatly has established this Privacy Policy to inform you:

HOW WE COLLECT AND USE THE PERSONAL INFORMATION that you provide to us and to others in the course of using our website located at https://www.affiliatly.com (the "Site") and to allow you to make an informed decision about how you will use our Site.
This Privacy Policy explains Affiliatly’s information practices at the Site, such AS THE TYPES OF PERSONAL INFORMATION WE COLLECT regarding visitors to the Site and HOW WE MAY USE THAT INFORMATION. Please review this Privacy Policy carefully. In addition, please review the Site’s Terms of Service https://www.affiliatly.com/legal-tos which govern your use of the Site.

For the purpose of this privacy policies, the terms shall have the following meanings: 

Our "Site" includes any and all of our websites, including www.аffiliatly.com, and those domains directly associated with any of them, and all related services, applications, components, programs, software, listings, directories, tools, message boards, databases, usernames, passwords, and information offered by Affiliatly and made available and utilized through each of the foregoing.
References to "you" in this Privacy Policy means you, your duly authorized representatives and any entity you may represent in connection with your use of the Site;
 ‘personal data’ means any information relating to an identified or identifiable natural person (‘data subject’), where an identifiable natural person is one who can be identified, directly or indirectly.

This Privacy Policy applies to the use of the Site and governs data collection and usage, whether the Site accessed via computer, mobile device or otherwise. For the purposes of this Privacy Policy, unless otherwise noted, all references to Affiliatly include the Site and Affiliatly.

The Site includes a cloud platform that tracks sales from referrals made by merchants’ affiliates. By registering to use our Site and by continuing to use our Site, you are consenting to the terms of this Privacy Policy and acknowledging that all information you provide to us through the Site will be subject to our information practices disclosed herein. If you do not agree to be bound by this Privacy Policy, you should not use our Site.

Our Privacy Policy addresses only our practices with respect to information we collect about you in the course of using our Site and does not apply to information about you that might be collected by a third-party website or an offering linked to or otherwise accessible from our Site or offline by Affiliatly (unless specifically stated). Any information collected, obtained and/or used by any such third parties is subject to the privacy policies of those third parties.


Collection of your Personal Information

Affiliatly may collect personal data that you provide to us in the course of registration or otherwise.

WHAT TYPE OF INFORMATION WE COLLECT:
your name, e-mail addresses,
telephone and fax numbers,
home or work addresses,
city, state, country,
age,
unique identifiers such as username, account number or password,
payment and account information,
reference information such as order history or marketing preferences and similar information.
your IP address, browser type, domain names, access times, referring website addresses, device identifiers, operating system, or information gained from cookies, pixels or other tracking technologies.
We may gather additional personal or non-personal information in the future, in which case we shall inform you, and when necessary obtain your explicit and informed consent;


The information about your computer or mobile device hardware and software may be automatically collected by Affiliatly is used for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of the Affiliatly website.

Sometimes, we may combine personally identifiable information you provide with information about you from third-party sources. For example, we may confirm your address with the postal service or verify your personal information with a credit-reporting agency. We will treat the combined information in accordance with the terms of this Privacy Policy.

We may also collect information other than personally identifiable information that does not reveal your identity or directly relate to a person. We may collect the following information from you:
•    Information about you or your business such as company name, company size, or business type;
•    Demographic information, such as interests and ZIP code; and
•    Information about your computer or mobile device.

Affiliatly encourages you to review the privacy statements of websites you choose to link to from Affiliatly so that you can understand how those websites collect, use and share your information. Affiliatly is not responsible for the privacy statements or other content on websites outside of the Site



Use of your Personal Information

WHY WE PROCESS YOUR PERSONAL DATA

Affiliatly collects and uses your personal information to operate its Site and deliver the services you have requested. In particular, we may use such information as follows:
•    to provide you with the services, including without limitation, in connection with the tracking of your merchant affiliate transactions;
•    to verify your identity and/or location in order to allow access to your accounts, conduct online transactions, and secure your personally identifiable information;
•    to send you important information, such as changes to terms, conditions, and policies and/or other administrative information;
•    to respond to your inquiries and fulfill your requests;
•    to track referrals from partner and affiliate websites;
•    to personalize your experience on the Site by presenting content or offers tailored to you;
•    to send you marketing communications you have signed up for or that we believe may be of interest to you;
•    to allow you to use various Site features;
•    to assist in verifying your identity and account status when we deal with you through our social media pages; we may combine this information with information we already have;
•    for business purposes related to the services we may provide from time to time, including data analysis, audits, developing and improving products and services, enhancing the Site, identifying usage trends and determining the effectiveness of promotional campaigns; and
•    for risk control, fraud detection and prevention, and compliance with laws and regulations.

Affiliatly may also use your personally identifiable information to inform you of other products or services available from Affiliatly and its affiliates and partners, if you have given your freely, informed and specific consent for this purpose Affiliatly may also contact you via surveys to conduct research about your opinion of current services or of potential new services that may be offered, if you have given your consent.

Affiliatly does not sell, rent or lease its customer lists and their personal data to third parties.

WHEN DOES AFFILIATLY DISCLOSE YOUR PERSONAL DATA

Affiliatly may share data with its business partners, vendors and service providers for various tasks related to the provision of our services, including to help perform statistical analysis, send you email or postal mail, or provide customer support. All such third parties are prohibited from using your personal information except to provide services to Affiliatly, and they are directed to maintain the confidentiality of your information.
If Affiliatly is involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified by email and/or by a prominent notice on the Site of any change in ownership or uses of your personal information, as well as any choices you may have regarding your personally identifiable information.
Affiliatly will otherwise disclose your personally identifiable information, without notice, only if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the statutory, administrative or other legal requirements or comply with legal process served on Affiliatly or the Site;, (b) act under exigent circumstances to protect the personal safety of users of Affiliatly, or the public, investigate fraud or respond to a government request.
In any other case, we may disclose your personally identifiable information to any third party only with your prior consent.

Use of Cookies

The Site may use "cookies" to help you personalize your online experience and track sales.
A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you and can only be read by a web server in the domain that issued the cookie to you.

One of the primary PURPOSES OF COOKIES is to provide a convenience feature to save you time.
The purpose of a cookie is to tell the Web server that you have returned to a specific page.
For example, if you personalize pages on the Site, or register with the Site or Affiliatly services, a cookie helps Affiliatly to recall your specific information on subsequent visits.

This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to our Site, the information you previously provided can be retrieved, so you can easily use the Affiliatly features that you customized.

You have the ability to accept or decline cookies.
Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer.
If you choose to decline cookies, you may not be able to fully experience the interactive features of the Affiliatly services or websites you visit. However, we declare that you shall be able to continue enjoying our services in case you prefer to refuse the usage of cookies.

Your Username and Password

You are responsible for keeping your password for certain of the Site confidential and secret. Anyone given your password will have the ability to edit your user settings at any time. As such and for other important security reasons, we urge you to keep your password secure and safe at all times if you are assigned or create one.

By using our Site, you acknowledge that you and you alone are responsible for the security of your username and password if you are assigned or create one.

Security of Your Personal Information

Affiliatly follows generally accepted standards to protect your personally identifiable information submitted to us, both during transmission and once it is received. Affiliatly declares that the related legislation is duly including the General Data Protection Act (GDPR). If you have any questions about the security of your personal information, you can contact us at [[email protected]].

In particular, the Site is scanned on a regular basis for security holes and known vulnerabilities in order to make your visit to the Site as safe as reasonably possible.

 Your personal information is contained behind secured networks and is only accessible by a limited number of persons who have special access rights to such systems and are required to keep the information confidential. In addition, all sensitive/financial information you supply is encrypted via Secure Socket Layer (SSL) technology provided by Comodo.

To secure your personal information from unauthorized access, use or disclosure, Affiliatly also uses the SSL services of Cloudflare.

What is the Period For Which the Personal Data is Processed

Affiliatly will retain your information for as long as your account is active or as needed to provide you services. We will retain and use your information in case it is necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, terms of service, terms of use and other policies.

Children Under Eighteen

Affiliatly does not knowingly collect personally identifiable information from children under the age of eighteen. The Site is not directed to individuals under the age of eighteen (18), and we request that such individuals do not provide personally identifiable information through the Site.

Third Party Websites
In connection with our tracking and other services, you will be able to connect your Affiliatly account to third party accounts. BY CONNECTING YOUR AFFILIATLY ACCOUNT TO YOUR THIRD-PARTY ACCOUNT, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO THE CONTINUOUS RELEASE OF INFORMATION ABOUT YOU TO OTHERS (IN ACCORDANCE WITH YOUR PRIVACY SETTINGS ON THOSE THIRD-PARTY SITES). IF YOU DO NOT WANT INFORMATION ABOUT YOU, INCLUDING PERSONALLY IDENTIFYING INFORMATION (PERSONAL DATA), TO BE SHARED IN THIS MANNER, DO NOT USE THE THIS FEATURE.

You may disconnect your account from a third-party account at any time. Users may learn how to disconnect their accounts from third-party websites by accessing their account settings.

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WHAT ARE YOUR RIGHTS?

The GDPR provides you with a number of rights in relation to your personal data. These include rights to the rectification or erasure of your personal data, and to restrict or object to its processing.

Rectification

If you find that any of the personal data that we hold about you is inaccurate, incomplete or contains errors, please notify us in writing and we shall undertake to make the appropriate corrections at the earliest opportunity.

Erasure

Should you wish to have some or all of your personal data erased, we will endeavor to do so although there may be instances where legitimate interests or the performance of our statutory obligations prevent us from doing so. The erasure of your personal data could result in an inability to provide you with some or all of our services.

Restriction or Objection

If you wish to object to or restrict how your personal data is processed by us, you can do so by writing to us. Please see our contact details below. Please be aware that such requests could result in an inability to provide you with some or all of our services.

You also have the right to data portability and to make a data subject access request.

Portability

You may request that Affiliatly provide the personal data that we hold about you to another data controller in a structured, commonly used and machine-readable format.

Access

You may request to be told whether or not personal data about you is being processed by Affiliatly If your personal data is being processed, you are entitled to receive a response from us that provides you with a description of that personal data, the purpose for which it is processed, the recipients or category of recipients to whom that data is disclosed, the source of the personal data, and information about its retention and storage. A copy of the personal data that is undergoing processing shall be provided to you.

To make such requests, it is advisable to do so in writing and to address this communication to [email protected] .

We respect your privacy and give you an opportunity to withdraw your consent for receiving announcements or certain information concerning our products or services that you request from us or which we feel may interest you by email. Users may withdraw their consent for receiving any or all communications from Affiliatly by contacting us here:
•    Web page: https://www.affiliatly.com
•    Email: [email protected]


Changes to this Privacy Policy
We may change or update parts of this Privacy Policy in order to maintain our compliance with applicable law and regulations, or following an update to our internal practices. We will
inform you of such changes and where your consent is affected, we will ask you to renew your consent by using the same process as referred to in our General Terms and Conditions.
We will also inform you about changes to this Privacy Policy via our usual channel of communication.


Contact Information
Affiliatly welcomes your questions or comments regarding this Privacy Policy. You may contact us at:

Overcode LTD
str. Konstantin Ognyanovich 16, floor 2
Vratza
3000
Bulgaria

Email Address: [email protected]