Terms and Conditions
- Agreement. These Terms and Conditions, together with Schedule A – Affiliate Guidelines attached hereto, both as may be updated from time to time, constitute a legally binding agreement (this “Agreement”) between MyHeritage Ltd. (“MyHeritage”) and you (“Affiliate) regarding your membership in MyHeritage’s Affiliate Program.
“Affiliate Platform” means the web platform provided by MyHeritage for members of the Affiliate Program.
“Affiliate Services” means Affiliate’s promoting MyHeritage offers, promotions and marketing campaigns.
“Commissions” means the fees to be paid by MyHeritage to Affiliate in respect of Transactions.
“Transaction” means [a sale of a MyHeritage product or service by Affiliate]
- Sign-Up. Affiliate's application to become a member of the Affiliate Program may be approved in MyHeritage’s sole discretion. If MyHeritage approves Affiliate’s application, Affiliate agrees to be bound by any other terms and conditions that MyHeritage may impose from time to time in accordance with Section 12 below.
- MyHeritage Obligations.
- MyHeritage will make accessible to Affiliate on the Affiliate Platform those materials prepared by MyHeritage in connection with different MyHeritage offers, promotions and marketing campaigns (“Materials”), which may be utilized by Affiliate to provide the Affiliate Services, as well as a tracking link (the “Tracking Link”) to be embedded by Affiliate in any email links it provides to potential purchasers of MyHeritage’s products and services.
- MyHeritage hereby grants to Affiliate the worldwide, non-transferable, non-assignable, revocable, non-exclusive, royalty-free right and license to use, copy, distribute and display, in any medium now known or hereafter developed, the Materials solely for the purpose of Affiliate providing the Affiliate Services. Affiliate may not modify the Materials in any way without MyHeritage’s prior written consent. All rights in and to all other materials provided or made available by MyHeritage to Affiliate are specifically reserved by MyHeritage.
- Affiliate Obligations.
- Affiliate will provide MyHeritage with the Affiliate Services in accordance with these Terms and Conditions, in a professional and workmanlike manner in accordance with industry standards and in compliance with all applicable laws, rules and regulations.
- Affiliate may use its own marketing materials in connection with providing the Affiliate Services (the “Affiliate Creatives”), provided that it shall provide MyHeritage at least twenty-four (24) hours to review and approve such materials prior to Affiliate using them. MyHeritage may decline to approve such materials if, in MyHeritage’s reasonable discretion, such materials do not comply with Schedule A - Affiliate Guidelines.
- Commissions and Payment Terms.
- MyHeritage will pay Affiliate Commissions in respect of all Transactions made from the Tracking Link provided by MyHeritage to Affiliate.
- MyHeritage will pay Affiliate Commissions on a monthly basis following receipt of an invoice from Affiliate, which will be payable on a net-30 basis. In the event that any such payment incurs bank changers or other fees and expenses, MyHeritage reserves the right to pass on such charges (and offset such amounts from the payments) to Affiliate.
- Cancellation and Termination.
- Term. This Agreement shall commence on the Effective Date and remain in effect unless terminated pursuant to this Section 6.
- Termination. Either party may terminate this Agreement upon providing the other party with twenty-four (24) hours’ prior written notice.
- Effects of Termination. Upon any termination or expiration of this Agreement, each party shall return the Confidential Information (as defined below) of the other party, all payment obligations shall survive solely in respect of the Affiliate Services provided in accordance with this Agreement prior to the date of expiration or termination, and Sections 6.3, 7, 8-10 and 12 shall survive such termination or expiration of the Agreement.
- LIMITATION OF LIABILITY. EXCEPT WITH RESPECT TO LIABILITIES ARISING OUT OF A PARTY’S BREACH OF CONFIDENTIALITY OR NONDISCLOSURE REQUIREMENTS HEREUNDER, INFRINGEMENT OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR A BREACH OF APPLICABLE LAW, (1) NEITHER PARTY HERETO SHALL BE LIABLE TO THE OTHER FOR ANY PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL, RELIANCE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST BUSINESS, REVENUE, OR ANTICIPATED PROFITS, WHETHER BASED ON BREACH OF CONTRACT, TORT, OR OTHERWISE, AND WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (2) NEITHER PARTY’S LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE FEES PAID AND PAYABLE BY MYHERITAGE TO AFFILIATE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO A PARTY’S CLAIM.
- Indemnification. Partner hereby undertakes to indemnify, defend and hold harmless MyHeritage (together with its affiliated companies and its and their respective directors, officers, employees and agents) from and against any and all liabilities, claims, costs, fees and expenses (including reasonable legal fees) arising as a result of or in connection with (i) any breach by Affiliate of any of its obligations herein, (ii) any breach by Affiliate of any of its representations and warranties herein or (iii) any claim by a third party that any Affiliate Creatives utilized by Affiliate infringe or violate any of such third party’s rights, including intellectual property rights. In the event that Affiliate does not assume the legal defense of any such claim, MyHeritage may assume such legal defense and all reasonable expenses incurred by MyHeritage in connection therewith shall be borne by Affiliate.
- “Confidential Information” means any and all information that is disclosed by either party to the other party, either directly or indirectly, in writing, orally or by electronic means that is marked or indicated as “Confidential” or reasonably should be understood as being confidential. In addition, the parties expressly acknowledge that Confidential Information also includes information, in any form or media, that relates to MyHeritage, including without limitation, its products and services, marketing offers, promotions and campaigns, business, assets and liabilities, financial condition, technology, plans and projections, customers, Affiliates, partners and other third parties with whom MyHeritage has agreed to hold information of such party in confidence and any other information that relates to MyHeritage, whether or not marked or designated as "Confidential." Notwithstanding the above, Confidential Information will not include any information which (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party’s files and records immediately prior to the time of disclosure; or (iv) is obtained by the receiving party from a third party without a breach of such third party’s obligations of confidentiality.
- Nonuse and Nondisclosure. Each party agrees to use Confidential Information of the other party only for the purpose of performing this Agreement. Each party agrees not to disclose any Confidential Information of the other party to third parties or to such party’s employees, contractors or representatives except to those who need to know the information in order to perform such party’s obligations hereunder. Notwithstanding the foregoing, a party may disclose Confidential Information to the extent required by law or judicial order, provided that prior written notice of such required disclosure is furnished to the disclosing party as soon as practicable in order to afford the disclosing party an opportunity to seek a protective order or confidential treatment. Each party acknowledges that it shall be responsible for unauthorized use or disclosure by its employees, contractors or representatives of the Confidential Information of the other party.
- Maintenance of Confidentiality. Each party agrees that it will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information of the other party. Without limiting the foregoing, each party shall use at least that degree of care that it takes to protect its own confidential information of a similar nature, but in no event less than reasonable care, and shall ensure that its employees and contractors who have access to Confidential Information of the other party have signed a nonuse and nondisclosure agreement protecting Confidential Information that is substantially similar in content to the provisions of and no less restrictive than this section, prior to any disclosure of Confidential Information to such employees and contractors.
- MyHeritage Right to use Data. MyHeritage shall have the right to use all data from the Affiliate Services for any purpose related to its business.
- Amendment. MyHeritage may amend these Terms and Conditions from time to time by publishing a new version in the Affiliate Platform. MyHeritage will provide Affiliate email notification of any updates to these Terms and Conditions via email, notification on the Affiliate Platform or other suitable method. Affiliate's continued provision of the Affiliate Services following any such amendment constitutes Affiliate’s consent to be bound by the amended Terms and Conditions.
- Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that Affiliate shall not assign any of its rights, obligations, or privileges hereunder without the prior written consent of MyHeritage. Any attempted assignment in violation of this section shall be void.
- General. This Agreement is the entire agreement between the parties regarding its subject matter. It supersedes all prior proposals, agreements, or other communications between the parties, oral or written, regarding such subject matter. If any provision of this Agreement shall be held invalid or unenforceable under applicable law, then such provisions shall be amended to the extent necessary to achieve the objectives of such provision within the limits of the applicable law, and the rest of this Agreement shall remain in full force and effect. The waiver by a party of any breach, violation, or default of a provision of this Agreement will not operate as a waiver of any subsequent breach, violation, or default of that or any other provision. The failure of either party to require performance by the other party of any provisions of this Agreement shall not affect the full right to require such performance at any time thereafter.
- Governing Law and Forum. This Agreement shall be governed by and interpreted in accordance with the laws of Israel, without reference to conflict of laws principles. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the Tel Aviv District Court and the parties expressly agree and submit hereby to the personal and exclusive jurisdiction and venue of this court to the exclusion of any other court whatsoever. Notwithstanding the above, either party may commence proceedings in any court to obtain an injunction or other equitable relief to prevent the infringement of its intellectual property rights.
- Independent Contractors. The parties hereto are independent contractors, and nothing in this Agreement are intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship. Neither party is authorized to make any representations, contracts or commitments on behalf of the other.
- Notices. Any notice required or permitted to be given by either party under this Agreement shall be in writing and shall be sent by confirmed email to the other party at the email address provided by such party. Notices will be deemed effective if delivered during working hours of the recipient, and if not then on the next working day.
1. Affiliate undertakes to MyHeritage that it shall not engage in any fraudulent, unethical or unlawful activity, any activity which is not transparent to, nor in the best interests of MyHeritage or its customers, or any activity that intentionally or unintentionally misuses or circumvents this Agreement, the Affiliate Services and/or the payment terms herein ("Unethical Activities"). Examples of Unethical Activities include, but are not limited to:
- use of inappropriate software (whether third party or otherwise) in order to create financial gain for Affiliate;
- bidding on legally-protected key terms within paid search, or any other third party advertising system based on keywords, without MyHeritage's prior approval;
- implementing links that are placed in such a way that is misleading to third parties or where there is an incentive to click on them without a third party’s full knowledge of the consequences of their actions;
- promotion by unsolicited email;
- mimicking the action of an Affiliate link click which results in a cookie being stored on a user’s machine which could later lead to the conversion of a sale to said Affiliate; or
- promoting, distributing or otherwise publishing any content or Affiliate Creative that is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law.
2. In regard to any email lists utilized by Affiliate in providing the Affiliate Services, Affiliate must (i) create, supply and operate such lists in accordance with data protection and other applicable laws and (ii) upon MyHeritage’s request promptly provide full disclosure as to the origin and source of its list or database of email addresses, including supplying satisfactory evidence that these have been properly purchased or licensed; details of the party from whom they have been purchased or licensed; and details which demonstrate that they have been created, supplied and operated in accordance with data protection and other applicable laws.
3. Affiliate shall protect and maintain the confidentiality of its logins, Tracking Link and other data used to manage access to the Affiliate Platform.
4. From time to time, MyHeritage may request information from Affiliate to evidence how and where Affiliate is providing the Affiliate Services and Affiliate shall supply such information promptly to MyHeritage.