Affiliate Program Agreement

Affiliate Agreement

The following Affiliate Agreement includes a complete list of terms and conditions that will be operating between Personizely, also to be known as “The Company”, and you, the “Affiliate”, following up on your application to the Personizely Affiliate Program, that intends to create a link between your website, and ours: https://www.personizely.net

BY PARTICIPATING IN THE PERSONIZELY AFFILIATE PROGRAM AND USING THE PERSONIZELY WEBSITE, YOU ACKNOWLEDGE AND CONFIRM THAT YOU HAVE READ THIS AGREEMENT AND THE COMPANY’S TERMS AND CONDITIONS AND THAT YOU AGREE TO BE CONSTRAINED BY THESE TERMS AND CONDITIONS.

1. Terminology and Definitions

“Affiliate” – Business, person, or individual that applied and participates in the Personizely Affiliate Program. “Affiliate Program” (“Program”) – The “Affiliate Program” created and regulated by Personizely. The Program implies the referral by the Affiliate of the website (https://www.personizely.net) and its subdomains, by the medium of the provided Referral Link. “Client” – A physical or juridical person or entity, who used the “Referral Link” provided by Personizely SRL. “Commission” – The revenue percentage for a particular transaction by those Clients that were referred by the “Affiliate”. “Company” – Personizely SRL “Calendar Month” – The period of time that starts with the first day of the month, and lasts until the last day of that same month. “Terms and Conditions” or “Terms” – The Conditions that regulate the participation principles of the “Personizely Affiliate Program”, and coordinate the use of the Program by all the involved parties. “Terms of Services” or “Terms of Use” – Personizely’s Terms of Services that can be accessed here: https://www.personizely.net/legal/terms-of-use “Term” – The period of time for which the contract will be in effect. “GDPR” – Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons regarding the processing of personal data and the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation). “Inappropriate websites” – websites dedicated to children, promoting pornographic content and violence, discriminative concerning race, sex, religion, nationality, sexual orientation, or age, or promoting activities which are prohibited by law or infringe intellectual property rights. “Referral Link” – The URL provided by Personizely SRL that shall be used to promote the product, services, or content, and which will be distributed by the Affiliate to the Clients. “Website” – The Personizely’s website: https://www.personizely.net “Qualified Lead” – The new “Clients” that procure the “Company’s” services through the “Referral Link”, distributed by the “Affiliate”. “Intellectual Property Rights” – Copyright rights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract, and licensing rights, goodwill, and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof.

2. Eligibility

2.1 Taking part in the Affiliate Program, the Affiliate certifies that:

2.1.1. The Affiliate has read all the stipulations under these Terms and Conditions related to the Affiliate Agreement.

2.1.2. All the information and records provided and submitted by the Affiliate to the Company are accurate and genuine.

2.1.3. The Affiliate will maintain and when necessary, update the information.

2.1.4. The Affiliate is in legal capacity to enter relations that are legally binding per the presented Terms and Conditions.

2.1.5. The Participation in the Affiliate Program and being subjected to the present Terms and Conditions should not conflict or create conflicting relations for any applicable enactments of law, stipulations, regulations, licenses, permits applicable to the Affiliate.

2.1.6. The Participation in the Affiliate Program shall not constitute any infringement and/or failure of fulfillment of any agreement or other arrangements to which the Affiliate is a party or of which effect is extended to the Affiliate.

2.2 The Affiliate recognizes and accepts the fact that their Affiliate account may be subjected to suspension or termination, as well as the fact that the agreement between the Affiliate and the Company can be terminated without prior notice per Company’s discretion and consideration.

This also includes no limitation to the instances when the Company concludes that the Affiliate failed to comply with the statements and declaration put forward in these Terms and Conditions.

3. Joining the Program

3.1 The Program participation is only allowed for the physical and legal persons, that at the time of registration to the Affiliate Program reached the legal age of 18. Those interested in participating in the Affiliate Program and meeting all the requirements mentioned in Section 2 are obligated to read and accept the Terms and Conditions.

3.2 The Provision of any data, Program Participation, as well as the agreement and acceptance of the presented Terms and Conditions, is completely voluntary, and the Company informs that the disagreement to these Terms or failure to provide the necessary information will make the participation in the Affiliate Program impossible. Personal information and data should be provided by the Affiliate, as it is demanded by the contractual agreement.

3.3 To take part in the Program, You hereby agree and accept these Terms and Conditions by making the following statement: “I verify that I have thoroughly read the Terms and Conditions of the presented Affiliate Program, and accept them in their entirety. My personal information is being provided voluntarily, and I vouch that it is complete and accurate. I have read the clause under Article 13 of the GDPR, as well as the information regarding the purpose and mode of processing of private information.”

4. Rights and Obligations of the Company

4.1 The management and procedural activity of the Affiliate Program is in its entirety the responsibility of the Company.

4.2 The Affiliate Referral Link, which will be the sole mode of promoting the Company’s Services, will be supplied by the Company. The Referral Link will permit effective participation of the Affiliate in the Affiliate Program.

4.3 The Company warns that any misuse of, or endorsement of incomplete or false information regarding the Link, will lead to a cease of Commission payment to the Affiliate. The same practice will be applied if the Affiliate will gain their Clients in ways that deviate from the law or Terms and Conditions.

4.4 It is the Company’s responsibility to register all the Clients that use the Affiliate’s Referral Links, and vouches for monitoring their activity on the Website, according to the Terms of Services as well as the Privacy Policy that all Clients are required to accept before creating and activating their user account on the Personizely’s Website.

4.5 The Affiliate will be able to access all the necessary information about the activity of their Clients from their account dashboard, in the “Affiliate” section.

4.6 The Company keeps the right of refusing to create or terminate any Client account, in case it proves to be required by any provisions of the law, or internal procedures of the Company itself.

4.7 The Company keep the right to terminate or suspend any Affiliates and their Program participation, if they proved to be in breach of any law, Terms and Conditions, Terms of Services, rules of morality of social coexistence, and/or endorsed the Website and the Affiliate Link on inappropriate websites.

4.8 The Company reserves the right to suspend or cease the Program at any moment.

5. Rights and obligations of the Affiliate

5.1 The Affiliate is in the possession of full rights of promotion related to the Website and the Company, that has the intent and effect of amplifying their profits, and the profits for the Company.

5.2 During the promotion of Company’s services, the Affiliate must use measures and means that are in line with the applicable law and do not infringe on moral rules, principles of social coexistence, and which promote and in no measure compromise the good name and reputation of the Company and the Website.

5.3 The Affiliate can promote the Company’s services by the means of the Referral Links, which can be displayed on the Affiliate’s website, per these Terms.

5.4 It is prohibited to place the Referral Link in spam or emails that can be considered as unsolicited, posts and chats that are not authorized, or through the medium of bots.

5.5 All costs that might emerge from promotional activities of the Company and the Website, which are targeted at the customers, are the sole responsibility of the Affiliate.

5.6 The Affiliate does not have authorization to produce, publish, or share written material related to the Company or the Website, prior to getting the official authorization from the Company.

5.7 The Affiliate is obligated to cooperate with the Company regarding the handling and the management of the Referral Links, as well as the other content and materials related and provided by the Company in the context of the Affiliate Program.

5.8 By agreeing with and accepting these Terms, the Affiliate consents to: a) Use the entire URL/Referral Link/HTML code intended to be placed on websites, as well as the other provided promotional content. b) Place the Referral Links and other promotional material in relevant and noticeable areas of their websites.

5.9 The Affiliate:

a) Cannot change, adapt or delete any part of the code, Referral Link, or other promotional content. b) Is obligated to update the Referral Links and any other promotional content in case it is modified by the Company.

5.10 PPC rules for the Affiliate that is running Paid Ads: The Affiliate is prohibited from bidding on the following terms, or any other terms that might contain the keywords:

• Personizely
• Persanizely
• www.personizely.net
• personizely.net
• personizely free trial

6. Commission and Payment

6.1 The received Commission for every calendar month consists of 20% of the net income of every Client that was referred by the Affiliate in the context of the Affiliate Program, employing the Referral Link.

6.2 The amount will be transferred to the Affiliate’s account, the currency will be the same as the one used during the Client’s payment (USD).

6.3 The Commission will be transferred by PayPal, using the account provided by the Affiliate on the Website.

6.4 In correlation with the Article 6.2 of these Terms, the payment will be executed in the initial currency of the payment made by the Client, which is a pre-stated currency (USD).

6.5 The payment of the Commission can be transferred solely to an Affiliate that was verified and identified, the fact that is required by the applicable law.

6.6 The Affiliate will be paid once the balance on their account reaches a minimum of 100$.

6.7 The Affiliate is prohibited from having more than one account for the Affiliate Program.

6.8 The Affiliate, for as long as they continue to be an Affiliate, is designated to receive the Commission for all the transactions from the Clients they referred.

6.9 In case one of the Clients referred by the Affiliate gets their account suspended or blocked, and the Company is required to return the deposited funds, the Company has no obligation of paying the generated revenue to the Affiliate.

6.10 If the Company or any other authority initiates an investigation relating to a particular Client, any further Commissions and payments can be withheld by the Company until the investigation concludes.

7. Intellectual Property Rights

7.1 The Company is and remains the only and the exclusive owner of all rights, titles, as well as interests of the Company’s intellectual property and content, including but not limited to the “Personizely” Brand, Website or Websites, Personizely Affiliate Program, Referral Links used in the context of the Affiliate Program, the promotional material created and distributed as part of the Affiliate Program including promotional images, banners, graphics, and texts, the lists of Clients and Qualified Leads, approaches, strategies, transactions that take place through the Website, suppliers and any information or insight that might be revealed to the Affiliate subject to the Terms and Conditions (the “Intellectual Property”).

7.2 The Company hereby gives the Affiliate a limited, non-exclusive, non-transferable, revocable license to use and display the Referral Links, as well as the materials that can be used by the Affiliate on their website, under the rules and regulations of these Terms, and in the exclusive period of time, they remain an Affiliate. From the moment the Affiliate terminates their Program participation, they shall stop the use of any data, information, promotional material, and anything provided by the Company in the context of the Affiliate Program.

7.3 It is thus specified that the Affiliate in no measure or form is going to be allowed to use ads with the Company’s Intellectual Property, except in case the Affiliate receives written consent from the Company to do so.

7.4 This section and the provisions listed under these Terms will survive in case the Affiliate and the Company suspends or cease any kind of professional or business interaction, regardless of which was the cause of the Termination.

8. Personal data protection and Privacy Policy

8.1 The principles used for processing of data implemented by the Company are written out in these Terms and Conditions, as well as in the “GDPR”.

8.2 Personizely SRL, known as the Company, represents the Controller of personal data and information, with the office registered: The data and personal information collected from the Users, Clients, and Affiliates will be processed for their original purpose. In case that purpose is subject to change, the Controller is obligated to make this known to the user, according to Article 13.3 of the Regulations, before going further with the new processing. If it is necessary, it is required to get the user’s agreement to the new purpose of data processing, per Article 6.1 of the Regulation.

8.3 The Controller holds full responsibility in regards to the holding and protection of the personal data volunteered and belonging to the Website Users.

9. Confidentiality

9.1 The Affiliate is authorized by the Company to receive access to confidential data, linked to the company, as well as that of the Clients that were discovered by that particular Affiliate. The Affiliate is also authorized to execute data processing of the clients, which may include the date of registration or the Client, name of the Client, commission value received from the Client as part of Website transactions, but only upon the necessity and in accordance with the Affiliate Program agreement. The Affiliate is only authorized to process Client information as long as the Affiliate takes part in the Program, and this privilege expires as soon as the cooperation is terminated.

9.2 The Confidential data belonging to the Company that is shared with the Affiliate in the context and relation to the Affiliate Program, and can be considered secret as part of the Company’s business, commercial information as part of the business activity, Clients data, which includes but is not limited to usernames, earnings, registration information, or data related to technological, technical, or managerial information linked to the activity of the Company, as well as other disclosed information (consequently in this section cited as Confidential Data).

9.3 The Affiliate will preserve the privacy of the Confidential Data, i.e. the Affiliate under no circumstances is prohibited from recording or reproducing it in any form, transferring, distributing, or disclosing it to third parties or persons, without acquiring permission or agreement in written form from the Company.

9.4 The Affiliate commits to using the Confidential Data only concerning the enterprises that are in the context of the Affiliate Program.

9.5 The Affiliate is obligated to keep the Confidential Data in a way that secures it from forfeiture, or from any possible access or disclosure to third parties which is unauthorized. In the event such a replication, exposure, or sharing that was not authorized, the Affiliate is obligated to announce the Company of such an event in an urgent manner.

9.6 The Affiliate, by the act of joining this Affiliate Program, confirms that they were informed of the criminal liability under 5741-1982 Protection of Privacy Law and the penalties of the financial character of which the controller can be subjected under Article 83 of the GDPR. The Company conditions that in case of a violation of the personal data protection rules enforced by the Company can and will be regarded as a violation of the principal contractual obligations, which can serve as grounds to promptly cease the Affiliate Program cooperation.

9.7 The Affiliate can and will be charged in case of a breach of confidentiality related to the shared Confidential Data, with a fixed fine of $200 (two hundred US dollars) for every individual infringement. The maximum amount of contractual fines should not surpass the total amount of $10,000 (ten thousand US dollars) for the breach of Confidential Data secrecy.

9.8 The Affiliate will be obligated to retain concealment of the Confidential Data communicated in this section, for a period of time unrelated to the length of the Partnership itself. In case the Affiliate or the Company terminate the agreement, the Affiliate will not be discharged from their obligation, unless it will be previously stated in the Terms and Conditions.

10. Relationship between the parties

10.1 The Affiliate and the Company keep their status as independent entities, and These Terms do not serve as grounds for a relationship of partnership, franchise, agency, or employment between the Company and the Affiliate.

10.2 This Affiliate Program does not give to the Affiliate any power or agency to make any type of decisions, contractual obligations, or offers in the name or on behalf of the Company.

11. Guarantees and Assurances

11.1 The Company does not or cannot make any assurances or guarantees regarding the Program and its outcomes.

11.2 The Program relies on an activity that is solely accomplished over the Internet, and thus the responsibility will lie on the Affiliate regarding the insurance of safe and reliable Internet access and connection for the Program participation. In case of an interrupted connection to the Internet or any consequences that follow an interrupted connection, the Company does not bear any responsibility or liability.

11.3 The Company can not be considered liable in case of such errors as the transmission of data, or due to the failure of ICT systems such as telecommunications, power supply, or lags in the activity of the external data transmission operators.

11.4 The Company will not be considered liable for the Program being unavailable to the Affiliate for reasons that are not under the Company’s influence.

11.5 As part of security measures, the Company reserves the right to suspend or interrupt the access to the Program for an undetermined period of time, until it can eliminate any disturbances or risks that took place.

11.6 The Company will ensure to notify all the Affiliates in case of technical disturbances or breaks that can occur, that can prevent the Affiliates from accessing the Program.

11.7 Subject to any constraints under mandatory regulations of law, the Company will not be considered liable for the damages that might be caused by the Affiliate’s failure to use the Affiliate Program, caused by improper activity, glitches, faultiness, defects, breaches, delays in data delivery, viruses, or failure of the IT system through which the Program runs.

12. Applicable Law

12.1 For any and all the services provided by the Company to the Affiliate in the context of the Affiliate Program, through the Website, the law of The Republic of Moldova will be applied.

12.2 All the concerns, disputes, or complaints regarding the Company and the provided services in the context of the Affiliate Program will be considered and regulated by the competent common courts.

13. Termination

13.1 It is possible to withdraw from the Affiliate Program at any moment.

13.2 The termination can be initiated by sending a declaration that stated the Affiliates’ intent to opt-out via an email to: [email protected].

13.3 The Affiliate might be excluded from the Affiliate Program and future participation in the Affiliate Program by the Company on the grounds of prolonged inactivity. In case the Affiliate has not been actively participating and failed to bring new Clients to the Program during a period of 1 year, they can be prevented from future participation, with no prior notice. The Affiliate will be notified by the email provided at the moment of registration to the Program.

13.4 The Affiliate can be temporarily suspended from the Program, on the grounds of a legitimate suspicion of a violation of law, these Terms, the rights of the Company or the rights of third parties, or principles of social coexistence or rules of morality, for an undetermined period of time, until the suspicions have been clarified.

13.5 In case the Affiliate violates the law, principles of social coexistence, any of these Terms or jeopardizes the good name of the Company, they can be deprived of the right to participate in the program without prior notice. The Affiliate will be notified by the email provided at the moment of registration to the Program.

13.6 From the moment the Affiliate is withdrawn from the Program, the Affiliate will immediately remove all and any Referral Links belonging to the Company, and all the rights and authorizations granted to the Affiliate will become void.

13.7 From the moment the Affiliate withdraws or is eliminated from the Program, the Affiliate will be entitled only to the Commissions that were not paid prior to their termination of participation in the Affiliate Program. After termination, the Affiliate loses all the rights to receiving further Commissions.

13.8 A temporary suspension of payments might occur to ensure the Affiliate is paid the right amount.

13.9 In case the Company authorizes future activity of the Websites belonging to the Clients referred by a terminated Affiliate, it does not mean that that Affiliate has been reinstated into the Program.

13.10 If the Affiliate’s Program membership is terminated, it does not mean that the Affiliate is released from the liability of any violations related to the Terms and Conditions that took place prior to the termination.

13.11 Termination or suspension of an Affiliate from the Affiliate Program may occur due to the following motives: 13.11.1 Inappropriate and fraudulent advertisements (inaccurate promises, deceiving claims, invalid and erroneous hyperlinks, etc.). 13.11.2 Spamming (mass posting in chat groups, unsolicited emails, repeated postings in newsgroups, etc.). 13.11.3 Promotions on websites that contain or advertise illegal activity. 13.11.4 Abuse, infringement, and violation of intellectual property rights. Personizely reserves the right to require license agreements from those who employ trademarks of Personizely in order to protect intellectual property rights. 13.11.5 Self-referrals, fraudulent transactions, suspected Affiliate fraud. 13.11.6 Offers that include or propose discounts, bonuses, coupons, or some other form of payment or incentive that might be generated by your commission as an Affiliate.

14. The Complaint or Objection Procedure

14.1 In case the Affiliate believes that the Company has not performed or deviated from the Terms and Conditions, it is possible to submit a Complaint.

14.2 The Complaint or Objection can be submitted as follows: a) Written form complaints shall be sent to the following address: Personizely SRL, Chisinau, str. Valea Trandafirilor 18 ap.105, MD-2038 b) Complaints in electronic form shall be sent to: [email protected]

14.3 The complaint should include:

a) The name/login information registered by the Affiliate. b) The details of the complaint as well as the context that will provide supporting arguments for it. c) Requests that will aid a potential resolution of the objection.

14.4 All the received complaints will be processed within 14 (fourteen) days after their receipt. In case of any missing information required for processing, the Affiliate will be announced and asked to supplement it by the Company. In this case, the 14 (fourteen) days will be counted from the moment of receiving the complete information for the complaint. If necessary, an additional period of 14 (fourteen) days will be applied, but only if the complaint requires it, and the Affiliate will be notified about the time extension. If it shall be required to implicate the services of a third party, the person who submitted the complaint will be notified about the new processing time frame, as well as the third party itself.

14.5 The outcome of the complaint procedure will be made known to the Affiliate and/or the individual who submitted the complaint, in the same manner as it has been submitted.

14.6 In case of an appeal against the final decision, it can be sent to the Company’s registered address, or electronically at: [email protected]. The provisions of Sections 2, 3, 4, and 5 shall apply mutatis mutandis to the appeal.

15. Amendments to these Terms

15.1 The Terms and Conditions may be subject to change and amendment at any given time, initiated and executed by the Company. The changes will be effective as of the dates indicated by the Company, noted that the date shall not be less than 7 (seven) from the date of receiving the Terms and Conditions by the Affiliate.

15.2 The Company will notify every Affiliate regarding the changes via email, which will be sent to the email address provided by the Affiliate at the time of registration.

15.3 If the Affiliate fails to accept the new changes to the Terms and Conditions, it will lead to the termination of their Program membership.

15.4 If the Affiliate fails to accept the changes to these Terms and Conditions, they must notify the Company within 7 days after receiving the new Terms, by sending an email to: [email protected], which will lead to the termination of their membership in the Affiliate Program.

15.5 If the Affiliate fails to reject the new conditions as stated above, in the stated time window, as stated in the Article 15.4, it will automatically mean that they agree and accept the changes.