Elfsight Affiliate Program Agreement
Our affiliates are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask for the same consideration of you. Please read our Affiliate agreement (the “Agreement”) carefully before you join our Affiliate Program (as defined below) or begin marketing our Affiliate Program.
These Affiliate Program Terms and Conditions (the “Agreement”) set forth the terms of participation in the affiliate program of Elfsight (“we”, “Elfsight” or the “Company”). A participant in the Elfsight Affiliate Program is hereinafter referred to as “Affiliate” or “you”.
PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ELFSIGHT, INC. (https://elfsight.com/) BY SUBMITTING THE ONLINE APPLICATION AND BY CLICKING “I AGREE” BOX ON THE APPLICATION, YOU AGREE TO SIGN UP TO BE AN AFFILIATE IN THE AFFILIATE PROGRAM AND CERTIFY THAT (A) YOU HAVE READ THIS AGREEMENT AND UNDERSTAND ALL OF ITS CONTENT; AND (B) YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ALL DOCUMENTS, POLICIES AND PROCEDURES INCORPORATED HEREIN BY REFERENCE AND ANY POSSIBLE FUTURE AMENDMENT THEREOF OR ADDITIONS THERE TO; AND (C) YOU HAVE NO CONFLICT OR OTHER RESTRICTION IN ENTERING OR PERFORMING THIS AGREEMENT OR ANY PART THEREOF, INCLUDING RECEIPT OF ALL THE APPLICABLE APPROVALS REQUIRED UNDER THE APPLICABLE LAW FOR THE PERFORMANCE OF THIS AGREEMENT BY YOU.
VIOLATION OF ANY OF THE TERMS OF THIS AGREEMENT OR ANY OTHER DOCUMENT INCORPORATED INTO THIS AGREEMENT BY REFERENCE WILL RESULT IN THE IMMEDIATE TERMINATION OF YOUR PARTICIPATION IN THE PROGRAM, WITHOUT ANY NEED TO INFORM YOU IN WRITING, AND FOR FORFEITURE OF ANY OUTSTANDING AFFILIATE COMMISSION PAYMENTS EARNED DURING THE VIOLATION. YOU AGREE TO PARTICIPATE IN THE PROGRAM AT YOUR OWN RISK AND EXPENSE.
For purposes of this Agreement, the following terms shall mean:
2.1. “Ad(s)” means anchor text, banners, button links, text links, widget catalog, widget builders or any other graphic devices that Elfsight makes available to Affiliate and that are used for linking from the Affiliate Website to Elfsight Website (https://elfsight.com/).
2.2. “Affiliate Agent(s)” is any entity including any employee, agent, subcontractor or representative of Affiliate that participates in the Program or otherwise acts on behalf of Affiliate.
2.3. “Affiliate Application” means the application submitted by an Affiliate to sign up for the Program, as contained in the Elfsight Website.
2.4. “Affiliate Commission” or “Commission” or “Referral Commission” means the approved and undisputed amount due and payable one time only to an Affiliate in accordance with the Referral Commission Plan.
2.5. “Affiliate Website” means websites or any other web resources owned, controlled or used by Affiliate, on which the Affiliate will place Referral Links to Elfsight Website.
2.6. “Affiliate Term” is the term of the activity of an Affiliate as a participant in the Program commencing upon approval of Affiliate’s participation and ending according to the provisions of Section 9 below.
2.7. “Affiliate Transaction(s)” or “Referred Sale(s)” means Paid Subscription Event(s) made by a Referred User referred to Elfsight through Affiliate’s Tracking Code.
2.8. “Affiliate Transactions Per Month” means the aggregate number of Affiliation Transactions during each calendar month.
2.9. “Content Restrictions” has the meaning ascribed to it in Section 3.3 herein.
2.10. “Conversion Requirements” means such requirements set forth by Elfsight at its sole discretion and specified in the Affiliate’s Dashboard, for determining a Referred Users(s)’ successful conversion into Qualified Purchase(s).
2.11. “Dashboard” or “Affiliate Dashboard”, “Affiliate Portal” refers to a specialized online interface provided by the tracking platform Affise, which is accessible to participants of its Affiliate Program. Through this dashboard, affiliates can efficiently manage and monitor their involvement and performance within the Affiliate Program.
2.12. “Elfsight Marks” means, without limitations, Elfsight trademarks, service marks, trade dress, trade names, corporate name, logos and any other distinctive brand features used in or related to Elfsight’s business.
2.13. “Elfsight Website” means www.elfsight.com, https://apps.elfsight.com/, https://dash.elfsight.com/ and/or any other website as may be added by the Company, in its sole and absolute discretion, from time to time.
2.14. “Fraud Traffic” means any deposits or traffic generated at the Affiliate Website(s) and/or via the Affiliate’s activity through illegal means or in bad faith or with the intent to defraud the Company, regardless of whether or not it actually causes harm to the Company. Fraud Traffic includes but is not limited to spam, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, offers to share the Affiliate Commissions, directly or indirectly, with Users, and any other unauthorized use of any third-party accounts, copyrights or trademarks.
2.15. “Intellectual Property Rights” means copyrights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, good will and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.
2.16. “Licensed Materials” are Company logos, trade names, trademarks, and similar identifying materials that are ascribed to it in Section 4.3 herein.
2.17. “Paid Subscription Event(s)” means Referred User(s)’ purchases of any of the charged services offered by Elfsight on a subscription recurring basis, as may be updated and/or modified from time to time by Elfsight.
2.18. “Qualified Purchase(s)” or “Sales” are confirmed Paid Subscription Events. The charged plans which: (i) was either canceled within fourteen (14) calendar days from the day it was purchased; or (ii) was refunded in accordance with Elfsight refund policies or the applicable law, as may be from time to time; or (iii) was not duly and fully paid by Referred User(s) will not be considered as a Qualified Purchase(s).
2.19.“Referred User” or “Lead” means a user that opens an Elfsight Website for the first time, through Affiliate’s Tracking Codes from Affiliate Website, email, or other communications.
2.20. “Referral Links” means links to the Elfsight Website, which are placed on the Affiliate’s Website pursuant to Elfsight instructions and which properly use a specially tagged URL link containing a Tracking Code the format of which is provided by Elfsight.
2.21. “Referral Offer Plan” means an Affiliate compensation plan where Affiliate shall be paid for successfully Qualified Purchase(s) referred by him/it is pursuant to this Agreement, in accordance with the Commissions specified in the Dashboard.
2.22.“Special Sale Terms” means such special discounts or other special benefits which Elfsight may determine to apply to certain Company offers, including any individual coupons used by Referred Users.
2.23. “Sponsored Link” means a link (including without limitation, within banners) offered, created, or displayed for a Commission (whether on a “cost-per-click” basis, commission, or any other commercial arrangement) by any internet search engine, portal, sponsored advertising service or other search or other referral service or third party websites (other than Sub Affiliates) which uses search terms or keywords to identify, draw attention to, or direct internet traffic to an internet Website including, without limitation, the “Google Display Network”.
2.24. “Toolbar and Browser Extensions” means toolbars and browser extensions, including but not limited to browser plug-ins and add-ons.
2.25. “Tipalti” designates the third-party accounting and payment distribution company Tipalti that assists Elfsight in allocating Commissions to Elfsight Affiliates for Qualified purchases.
2.26. “Tracking Code(s)” means specific unique code(s) that Elfsight will provide the Affiliate to track the traffic and users which arrive via the Affiliate activity (including, but not limited, from the Affiliate Website). This Tracking code will be embedded within the Referral Links to be used by the Affiliate in creating links to Elfsight Website. Elfsight tracks its users by cookies, which shall expire within a year (60 days). If any users do not have cookies for any reason whatsoever (including if the applicable cookies have expired), such users will not be considered as Referred User of the Affiliate.
2.26. “User(s)” means Referred User(s) or an audience of the Affiliate.
3. Joining the Affiliate Program
3.1. To begin the enrollment process, the prospective Affiliate shall submit an Affiliate Application to join the Elfsight Affiliate program – https://elfsight.affise.com/v2/sign/up. Affiliate must provide full, true and accurate information in the Affiliate Application.
After receiving your application, we will review your website and notify you of your acceptance or rejection into our Affiliate Program. We reserve the right to reject any application, however we encourage you to contact us if you feel we have made an incorrect decision. Including all the websites that you use in your profile will help us make a better decision.
3.2. Elfsight may reject Affiliate Application if Elfsight determines, in Elfsight’s sole discretion, that the Affiliate Website or activities are unsuitable for the Program for any reason. If Elfsight accepts Affiliate Application and thereafter the Affiliate Website or activity is determined (in Elfsight’s sole discretion) to be unsuitable for the Program including if it (collectively, “Content Restrictions”):
3.2.1. Violates any law or government regulation, promotes any illegal activities;
3.2.2. Promotes sexually explicit materials;
3.2.3. Engages in, encourages, promotes or celebrates violence or physical harm to persons or property, or toward any group based on race, religion, disability, gender, sexual orientation, national origin, or any other immutable characteristic;
3.2.4. Involves the conduct of fraudulent, deceptive, unfair or predatory practices;
3.2.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
3.2.6 It resembles, or mirrors the look and feel of our website. You will also not use any means to create the impression that your Affiliate website is Elfsight website or any part of our Elfsight website including, without limitation, framing of our website in any manner.
3.2.7. Includes “Elfsight” or variations or misspellings thereof in its domain name;
3.2.8. Is in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;
3.2.9. Contains software downloads that potentially enable diversions of commission from other affiliates in our program;
3.2.10. Is designed in a manner that leads customers to believe it is Elfsight Website;
3.2.11. Threatens reputational damage to Elfsight or any other company;
3.3. Elfsight reserves the right, at any time, to review your placement and approve the use of Referral Links and require that Affiliate changes the placement or use to comply with the guidelines provided to Affiliate.
3.4. The maintenance and updating of the Affiliate Website will be the responsibility of the Affiliate. We may monitor the Affiliate Website as we feel necessary to make sure that it is up-to-date and to notify the Affiliate of any changes that we feel should enhance his/her/its performance.
3.5. It is entirely the responsibility of the Affiliate to follow all applicable intellectual property and other laws that pertain to Affiliate’s site. Affiliate must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and Affiliate will be solely responsible) if Affiliate uses another person’s copyrighted material or other intellectual property in violation of the law or any third-party rights.
3.6. A rejection of an Affiliate Application by Elfsight shall not derogate from Affiliate’s right to reapply to the Program at any other time thereafter provided that the Affiliate complies with the provisions of this Agreement.
3.7. Once accepted to the Program, Affiliate hereby agrees to Elfsight: (a) sending from time to time to Affiliate emails and other communications regarding the Program, and (b) reviewing and monitoring the Affiliate Website to verify compliance with this Agreement.
4. Tracking Codes and Grant of Licenses
4.1. To permit accurate tracking, reporting, and Affiliate Commission, Elfsight will provide Affiliates with a specific Tracking Code. Affiliate must ensure that each of the links between its Affiliate Website and Elfsight Website properly utilizes the Tracking Codes provided to Affiliate.
4.2. Affiliate is not authorized to alter, modify or change any of the Tracking Codes, created in the Tracking Code generator. Affiliates will only earn payments in accordance with the Referral Offer Plan. Elfsight will not be held liable to the Affiliate with respect to any failure by the Affiliate to use such Tracking Codes. Elfsight will not be responsible for errors which may occur in the tracking of transactions if the Affiliate has made or caused any such modification to the Tracking Code. For the avoidance of doubt, Affiliate will use the Tracking Code only for the purposes of the Program. Any other use of the Tracking Code will be considered void and, subject to Elfsight sole discretion – shall be deemed as breaching this Agreement and will not entitle Affiliate to any Commission, which is based on such unauthorized use.
4.3. Elfsight grants to Affiliate a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to Affiliate or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that Affiliate is a member in good standing of the Elfsight Affiliate Program. Affiliate agrees that all uses of the Licensed Materials will be on behalf of Company and the good will associated therewith will inure to the sole benefit of elfsight.com.
5. Promotion Restrictions and Trademark Violations
5.1. AFFILIATE WILL BE SOLELY RESPONSIBLE FOR THE CONTENT AND MANNER OF ITS MARKETING ACTIVITIES. ALL MARKETING ACTIVITIES MUST BE PROFESSIONAL, PROPER AND LAWFUL UNDER APPLICABLE RULES OR LAWS.
5.2. Elfsight may at any time, without prior notice, require the Affiliate to remove or modify the Ads, or dynamically replace the Elfsight creative or text with creative or text suitable to Elfsight in Elfsight’s sole discretion.
5.3. Affiliate should know that certain forms of advertising are always prohibited by Elfsight. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, Affiliate may not advertise in any way that effectively conceals or misrepresents his/her/its identity, domain name, or return email address. Affiliate may use mailings to customers to promote Elfsight so long as the recipient is already a customer or subscriber of Affiliate’s services or website, and recipients have the option to remove themselves from future mailings. Also, Affiliate may post to newsgroups to promote Elfsight so long as the new group specifically welcomes commercial messages. At all times, Affiliate must clearly represent him/her/it and his/her/its websites as independent from Elfsight Website. If it comes to our attention that Elfsight is spamming, we will consider that cause for immediate termination of the Agreement and Affiliate’s participation in the Affiliate Program. Any pending Affiliate Commissions owed to Affiliate will not be paid if Affiliate’s account is terminated due to such unacceptable advertising or solicitation.
5.4. Sponsored Links and Elfsight Marks Violations
Affiliates that among other keywords or exclusively bid in their paid advertising, such as pay-per-click (PPC), pay-per-impression (PPI), and display ads. Affiliate may NOT use forwarding or masking his/her/its domain name when directing the domain name’s visitors to our site. Affiliate shall not use, procure, bid on, or otherwise arrange for a Sponsored Link which uses or includes any of the Elfsight Marks:
- Elfsight Apps
- elfsight apps
- Elfsight Widgets
- elfsight widgets
- elfsight website widgets
- elfsight coupon
- elfsight coupons
- elfsight coupon code
- elfsight coupon codes
- elfsight promo code
- elfsight promo codes
- elfsight voucher
- elfsight voucher code
- elfsight voucher codes
- elfsight deal
- elfsight deals
- elf site
And/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from the Affiliate Program. We will do everything possible to contact the Affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our Affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
5.5. Toolbar, Browser Extensions and Pop-ups
Use of any Toolbar and Browser Extensions is strictly prohibited; unless prior written approval is provided by Elfsight. Affiliate shall not post Referral Links or other content promoting the Elfsight Website within any pop-up or pop-under windows. Elfsight reserves the right to audit promotional methods for use of Toolbars, Browser Extensions and Pop-up Windows to confirm compliance with these terms at any time.
5.6. Affiliate shall not use cookie stuffing techniques that set the Affiliate tracking cookie without the Referred User’s knowledge (e.g. iframing).
5.7. Affiliates are prohibited from making inaccurate, deceptive or otherwise misleading claims about Elfsight and the Elfsight services. In addition, Affiliate is prohibited from (i) taking any action that may cause Affiliate Site’s visitors to confuse between the Affiliate and Elfsight; or (ii) misrepresenting the relationship between Affiliate and Elfsight. For the avoidance of doubt, Affiliate may not claim that Elfsight endorses supports and/or sponsors the Affiliate Website.
5.8. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Elfsight service).
6. E-mails and Publications
6.1. If Affiliate sends, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages (“Emails”) in connection, directly or indirectly, with this Agreement and/or the Program, then Affiliate agrees, acknowledges, represents and warrants that all such Emails shall be in full compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”) and the Children’s Online Privacy Protection Act of 1998 (“COPPA”) and all other laws in the applicable the Affiliate and Affiliate Site and including, but not limited to, all European laws and Directives and the Federal Trade Commission regulations.
6.2. Affiliate agrees to not utilize SPAM in promoting Elfsight. Elfsight maintains a ZERO tolerance policy towards the sending of SPAM, including, but not limited to, unsolicited commercial E-mails This action may result in the immediate suspension or termination of the Affiliate account with a cancellation of and possible forfeiture of any pending Commission.
SPAM is defined as including, but not limited to, the following:
6.2.1. Send, initiate or procure the sending of an Email to any person who has either not explicitly requested to receive such messages (or has explicitly requested to receive no further Emails) specifically from Affiliate, including without limitation for the purposes of sending unsolicited bulk email, executing any “mass mailings” or “email blasts,” or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listings, auction sites, altnet, newsnet, newsgroups, or similar service.
6.2.2. Employ any false or deceptive information regarding Affiliate’s identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Affiliate identity, and the intent, subject, and origin of the Email.
6.2.3. Exploit documented or undocumented security holes on any client or server machine.
6.2.4. Fail to (i) include clear, valid, and conspicuously displayed “From” and “Subject” lines in the Email, (ii) include a functioning return address (or hyperlink) in the Email that enables the recipient to submit a request to receive no further messages from Affiliate (“Opt Out Request”) for no less than thirty (30) days from the date the Email was sent; or (iii) honor any Opt-out Request within ten (10) days of receipt of such Opt-out request by Affiliate.
6.2.5. Obtain email addresses via automated means or send any Email to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.
6.2.6. Employ any fraudulent, deceptive, false or misleading information in connection with the Emails.
6.2.7. Send any commercial marketing Email or promotion to, or collect any personally identifiable information from, any person who is under eighteen (18) years of age.
7. Referral Commission
7.1 Subject to section 7.5, for every new Paid Subscriptions Event(s) made by a Referred User through Affiliate’s Tracking Codes and Referral Links via the last “click-through” (as described below), but prior to the conclusion of the Affiliate Term and subject to the compliance of the Affiliate with the provisions of this Agreement (a “Qualified Purchase”), Affiliate shall be entitled to receive Affiliate Commission in according to the Referral Offer Plan stated in the Dashboard for such Affiliate. For the avoidance of doubt, the eligibility for the Affiliate Fees is based on a “Last click” approach so that only the Affiliate through which a potential Referred User makes their last click through to the Elfsight Website (but subject to all other terms herein) will be the one eligible to receive Commission for the last Qualified Purchase made by such user.
7.2. Affiliates will only earn payments in accordance with the Referral Offer Plan.
7.3. Referral Commission are payable to an eligible Affiliate for all Qualified Purchases made by a respective Referred User.
7.5. Notwithstanding the foregoing Section 9.1 in the event that a Qualified Purchase is made, and such purchase is subject to Special Sale Terms, the Affiliate Commission payable to Affiliate (if any) shall be subject to and reduced in accordance with the tax, the discount, or other special benefits applicable to the Sales under the Special Sale Terms.
7.6. During the Term of this Agreement, Elfsight shall keep track of any potential Referred User by attaching such Referred User a Tracking Code which shall be kept for a period of sixty (60) days, provided that such period is within the Affiliation Term. If within such period the Referred User has no, then the Affiliate will not be entitled to any Affiliate Commission with respect to such user, even if at a later time such Referred User will perform such actions as determined under the applicable Conversion Requirements.
7.7. Elfsight is entitled to grant additional rewards to any of its Affiliates at Elfsight’s sole discretion.
8. Affiliate Transactions Tracking, Reporting, Processing
8.1. Elfsight will process transactions placed by Users who used the Tracking Codes from the Affiliate Website to Elfsight Website.
8.2. Elfsight reserves the right to reject transactions that do not comply with any certain reasonable requirements that Elfsight may periodically establish.
8.3. Elfsight will be responsible for all aspects of transactions processing and fulfillment.
8.4. Elfsight will monitor purchases made by Users referred through the Affiliate Website. To ensure precise tracking, reporting, and accrual of Affiliate Commissions, the Affiliate must utilize the appropriate Affiliate Tracking Codes provided in their Dashboard. Elfsight will not be held responsible for incorrectly formatted Tracking Codes.
8.5. Elfsight may change the pricing, policies and operating procedures at any time consistent with applicable laws. For example, Elfsight will determine the prices to be charged for services in accordance with Elfsight’s own pricing policies. In the event that such changes affect items that Affiliate already has presented on the Affiliate Website, the Ads or any other information provided by Affiliate to third parties in respect with this Agreement and its participation in the Program, Affiliate must track such changes and reflect them in the Affiliate Website or in any other relevant marketing means.
9. Affiliate Commission Payment and Reporting
9.1. Elfsight will send Affiliate Commission on Tracking Codes that are automatically tracked by Elfsight Affiliate system and reported via the Dashboard. Elfsight will not pay Affiliate Commission unless the Tracking Code is tracked by Elfsight affiliate system and reported via the Dashboard.
9.2. Elfsight will generate daily and monthly reports summarizing the Sales activity of the Referred Users as relevant and necessary for purposes of calculating each Affiliate’s Commission in the preceding month, which will be available to Affiliates via the Dashboard (the “Statistics” tab). All payments of the Affiliate Commission will be calculated in United States Dollars (USD) only, except as otherwise determined by Elfsight in its sole discretion.
9.3. Due to the Elfsight Refund service policy (see Terms of Service) Affiliate Commission can be refunded within fourteen (20) days if the Paid Subscription Event(s) are not considered to be confirmed as Qualified Purchase(s). The charged plans which: (i) was either canceled within fourteen (20) calendar days from the day it was purchased; or (ii) was refunded in accordance with Elfsight refund policies or the applicable law, as may be from time to time; or (iii) was not duly and fully paid by Referred User(s) will not be considered as a Qualified Purchase(s).
9.4. Affiliate is responsible to provide Elfsight with full and accurate details as required for it to remit the Affiliate Commission, and shall be solely liable for any delay in payment resulting from its failure to duly and timely provide Elfsight with such details.
9.5. The Affiliate Commission for each sale will be calculated within the Dashboard. Once the commission reaches the $50 USD threshold, it will be automatically transferred to the Affiliate’s PayPal or bank account on a monthly basis, specifically in the beginning of each month. Please be aware that the transfer process may take 1-5 business days to be completed by Tipalti, third-party distributor company.
9.6. In the event of any activity deemed suspicious by Elfsight at its sole determination, Elfsight may delay payment of the Affiliate Commission to Affiliate for up to sixty (45) days to verify the relevant transactions and in the event that Elfsight determines the activity to constitute Fraud Traffic, it shall recalculate or withhold the Affiliate Commission accordingly and in its sole discretion.
9.7. The Affiliate is responsible for the payment of all taxes and currency exchange fees applicable to the conduct of the Affiliate’s business.
10. Affiliation Term and Termination
10.1. The term of Affiliate’s participation in the Program shall commence upon Elfsight’s acceptance of the Affiliate Application and shall end upon provision of a termination notice by either party in accordance with the provisions of this Section 10 (the “Affiliation Term”).
10.2. Either party may terminate Affiliation Term as for its own participation in the Program at any time, with or without cause, by giving the other party tree (3) days prior written notice of termination.
10.3. Elfsight will Affiliate account if it generates little to no traffic or zero sales or if Affiliate never logged in the system in the last 365 days.
10.4. Subject to Section 10.5 herein, termination of the Affiliation Term will result in the deactivation or deletion of the Affiliate’s account or its access to the Affiliate account in the Elfsight Website, and the forfeiture and relinquishment of all potential or to-be-paid Affiliate Commission in the Affiliate account.
10.5. Subject to the provisions of Section 7 above, and except as stated otherwise, upon the termination of the Affiliation Term, Affiliate will be entitled to receive Affiliate Commission for Qualified Purchases accrued during the Term of this Agreement.
10.6. In the event of a material breach of this Agreement by Affiliate, Elfsight may, at its sole and absolute discretion, terminate the Affiliation Term immediately, without prior notification, and the Affiliate will not be entitled to receive any unpaid Affiliate Commission, which accrued prior to such termination.
10.7 Upon the termination of the Affiliation Term for any reason, Affiliate shall promptly remove all Tracking Codes, Ads and other Program-related content from Affiliate Site or any other communication means used by the Affiliate. Affiliate will immediately cease use of, and remove from Affiliate Website, all links to Elfsight Website, and all of Elfsight Marks, and all other materials provided by or on behalf of Elfsight to the Affiliate pursuant here to or in connection with the Program.
10.8 Sections 2, 4.5, and Sections 11 through 18 of this Agreement and any other provisions that by their express terms do, or by their nature should survive termination of Affiliation Term, shall continue to be in force despite the termination of the Affiliation Term.
11.1. Elfsight may disclose to Affiliate certain information as a result of Affiliate’s participation in the Program, which information we consider to be confidential (herein referred to as “Confidential Information”). For purposes of this Agreement, the term “Confidential Information” shall include, but not be limited to ((i) any modifications to the terms and provisions of the Program made specifically for the Affiliate or Affiliate Website and not generally available to other affiliates of the Program; (ii) price guidelines, future service releases, trade secrets, know-how, inventions, processes, programs, schematics, data, pricing and discount schedules, customer lists, financial information and sales and marketing plans relating to Elfsight or Elfsight’s services. Confidential Information shall also include any information that Elfsight designates as confidential during the term of this Agreement. Confidential Information shall not include information which is: (a) previously known to the other party without obligation of confidence or without breach of this Agreement; (b) which is publicly disclosed (other than by the Affiliate) either prior or subsequent to the Affiliate’s receipt of such information; (c) required to be disclosed by the other party by law or by the order of a court or similar judicial or administrative body.
11.2. Affiliate shall at all times, both during the Term and at all times thereafter, keep and hold such Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without Elfsight’s prior written consent.
12. General Provisions, Responsibilities of the Affiliate, Representations and Warranties.
12.1. Affiliate hereby warrants and represents that he/she is over the age of eighteen (18) and in all respects Affiliate is qualified and competent to enter into this Agreement. Among others, you need to be of a certain legal age of majority, reside and use our services in a permitted location.
12.2. Affiliate will provide accurate and complete details regarding his/her/its identity and personal details such as: bank account, wiring instruction, address or other required information.
12.3. Affiliate will be solely responsible for the development, operation, and maintenance of Affiliate Website and Affiliate’s activities and for all materials related thereto. Affiliate will indemnify and hold Elfsight harmless from all claims, damages and expenses incurred by Elfsight due to any third party claims relating to the development, operation, maintenance, manner and contents of the Affiliate Website or activities.
12.4. In the event that an Affiliate Agent participates in the Program or otherwise acts on behalf of Affiliate with respect thereto, Affiliate shall ensure that such Affiliate Agent fully complies with the terms of this Agreement, and Affiliate shall be fully liable for any act or omission of such Affiliate Agent.
12.5. Affiliate hereby represents and warrants to Elfsight that materials posted on his/her/its Affiliate Website do not violate or infringe upon the rights of any third-party, and that materials posted on his/her/its Affiliate Website are not libelous or otherwise illegal nor may cause Affiliate to violate any of its representations and obligations under this Agreement. Elfsight disclaims all liability for all such matters.
12.6. As a condition to Affiliate’s participation in the Program, he/she/it hereby represents and warrants that during the Term of this Agreement, Affiliate will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority as applicable to Affiliate, whether those laws are now in effect or later come into effect during the Term of this Agreement.
12.7. This Agreement has been duly and validly executed and delivered by Affiliate (by acceptance of its terms) and constitutes Affiliate’s legal, valid, and binding obligation, enforceable against Affiliate in accordance with the terms contained herein.
12.8. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by Affiliate in connection with the execution, delivery, and performance of this Agreement or the taking by Affiliate of any other action hereunder.
12.9. To the best of Affiliate’s knowledge, there is no pending threatened claim, action, or proceeding against him/it, or any affiliate thereof, with respect to the execution, delivery, or consummation of this Agreement, or with respect to any intellectual property infringement, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.
12.10. Affiliate understands that Elfsight may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with the Affiliate Website.
12.11 Elfsight has the right, in Elfsight’s sole discretion, to monitor Affiliate Website at any time and from time to time to determine if the Affiliate is in compliance with the terms of this Agreement. Any deviations from the guidelines and treatment described in this Agreement must be approved in advance and in writing by Elfsight.
13. Relationship of Parties
13.1. Elfsight and Affiliate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
13.2. Affiliate will have no authority to make or accept any offers or representations on Elfsight’s behalf. Affiliate will not make any statement, whether on its/his Affiliate Site or otherwise, that reasonably would contradict anything in this Agreement.
14.1. ELFSIGHT MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AGREEMENT, THE PROGRAM AND THE INFORMATION TO BE DELIVERED PURSUANT HERETO. INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, TRADE USAGE OR FITNESS FOR A PARTICULAR PURPOSE.
14.2. ELFSIGHT MAKES NO REPRESENTATION AS TO ANY OF THE INFORMATION FOUND ON ELFSIGHT WEBSITE. THE MATERIALS ON ELFSIGHT WEBSITE AND FOR THE AFFILIATED SITES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. ELFSIGHT DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED ON THE ELFSIGHT WEBSITES. ANY OF THE INFORMATION OFFERED ON Elfsight’S SITE MAY CHANGE AT ANY TIME WITHOUT NOTICE.
14.3. Should the materials or services provided prove defective and/or cause any damage to equipment or any loss or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes the entire cost and responsibility for them.
14.4. Affiliate will indemnify and hold harmless Elfsight, its subsidiaries, officers, employees, agents, and third parties from and against any claims, liabilities, losses, costs, damages or expenses (including attorney’s fees) arising, directly or indirectly, in connection with Affiliate’s operations or website or out of any disputes between Affiliate and any other party relating to this Agreement or the participation in the Program, the Site(S) or to services provided by Elfsight.
15. Limitations of Liability
15.1. UNDER NO CIRCUMSTANCES SHALL ELFSIGHT, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE HELD LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES AND/OR LOSSES, TO THE AFFILIATE, USER, AND/OR OTHER THIRD PARTY THAT MAY ARISE DUE TO (I) “DOWNTIME” AND/OR AVAILABILITY OF ELFSIGHT SITE OR THE PROGRAM, AND ANY LOSSES OF ANY KIND THAT MAY RESULT DUE TO DOWNTIME IN THE PROGRAM AND/OR ANY OTHER THIRD PARTY’S DOWN TIME; (II) ANY TERMINATION OF THIS AGREEMENT;. (IV) ANY INVESTMENTS, ACTUAL OR PLANNED, BY AFFILIATE IN CONNECTION WITH ITS PARTICIPATION IN THE AFFILIATES PROGRAM.
15.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, ELFSIGHT, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS WILL NOT BE LIABLE TO AFFILIATE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL OR ACTUAL OR ANTICIPATED REVENUE, PROFITS OR LOST BUSINESS), EVEN IF ELFSIGHT, ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT AND THE PROGRAM WILL NOT EXCEED THE TOTAL COMMISSION PAID OR PAYABLE TO THE AFFILIATE UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
16.1. Elfsight may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion by providing Affiliate three (3) days prior notice of such modification. Notice of any change by e-mail, to Affiliate’s address as provided to Elfsight, or the posting on our Site of a change notice or a new agreement, is considered sufficient notice to Affiliate of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available Affiliate Commission, payment procedures and schedules, and Affiliation Program rules.
16.2. Notwithstanding the foregoing Section 16.1, the Referral Commission Plan may be altered, modified or changed by Elfsight, from time to time, in its sole and absolute discretion, provided that Elfsight will notify Affiliate of such change of the Referral Commission Plan. Affiliate Commission earned prior to such change will be paid according to the conditions in effect prior to such changes. Referral Commission earned after such change is in effect will be paid according to the new conditions of the amended Referral Commission Plan’s effective date at which the payment has been made.
16.3. If any modification is unacceptable to Affiliate, its/his/her sole recourse shall be to terminate this Agreement. Affiliate’s continued participation in the Program following the posting of a change notice or a new agreement on Elfsight Website will constitute binding acceptance of such change.
17.1. The headings herein are inserted as a matter of convenience only and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.
17.2. The failure of each of the parties to exercise or enforce any right or provision of the conditions and terms of this Agreement shall not constitute a waiver of such right or provision. Elfsightfailure to enforce Affiliate’s strict performance of any provision of this Agreement will not constitute a waiver of Elfsight’s right to subsequently enforce such provision or any other provision of this Agreement.
17.3. This Agreement constitutes the entire understanding between the parties regarding the specific subject matter covered herein. This Agreement supersedes any and all prior written or verbal contracts or understandings between the parties hereto and neither party shall be bound by any statements or representations made by either party not embodied in this Agreement.
17.4. If any dispute arises in connection with the performance of this Agreement and cannot be amicably resolved, such dispute shall be solely and finally governed by and be construed according to the laws of Israel, without regard to the conflict of laws provisions thereto.
17.5. The rights and obligations of each party hereunder shall inure to the benefit of the respective successors and assigns of the parties hereto, provided that, except as expressly provided herein, the Agreement and any rights or obligations hereunder shall not be assigned or delegated by Affiliate without the prior written consent of Elfsight (which shall not be unreasonably withheld).
18. Independent Investigation
18.1. Elfsight encourages Affiliate to consult with legal and/or financial and/or tax and/or accounting advisors prior to entering the Program.
18.2. AFFILIATE HAS READ THIS AGREEMENT CAREFULLY AND UNDERSTANDS IT, HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ACCEPT THE OBLIGATIONS, WHICH IT IMPOSES UPON AFFILIATE WITHOUT RESERVATION. AFFILIATE HAS ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THIS AGREEMENT PRIOR TO ACCEPTING THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO AFFILIATE TO INDUCE HIM/IT TO ACCEPT THIS AGREEMENT. AFFILIATE AGREES TO THE TERMS OF THIS AGREEMENT VOLUNTARILY AND FREELY.