AFFILIATE TERMS & CONDITIONS
[Last Updated: March 7, 2022]
By signing up to be an affiliate of Good Energies Ltd (collectively with its affiliated companies and subsidiaries shall be referred to as "Company", "we", or "us"), you ("Affiliate") agree to be bound by the following terms and conditions (“Terms”). Please ensure that you read them carefully before signing up. These Terms are a legal binding agreement between the Company and the Affiliate.
We reserve the right to modify, correct, or amend these Terms at any time. The most current version of these Terms will always be posted and any changes will be indicated under the “Last Updated” date above. It is the Affiliates responsibility to ensure that it is familiar with the most current version of these Terms. Affiliate's continued engagement with the Company following an updated version of these Terms was posted, shall constitute its express agreement to be bound by the updated Terms. In the event that, subject to the Company’s sole discretion, substantial changes were made, the Company may send or otherwise post an applicable notification.
Any violation of these Terms may result in, among other things, termination or suspension of your rights to be an Affiliate and forfeiture of any outstanding Fees.
Services.
Affiliate shall undertake marketing campaigns for Company (each a “Campaign") and will distribute the Advertising Materials (as defined below) promoting Company's products ("Products") for the purpose of generating commercial marketing Leads (as defined below) (“Marketing Services”), via the methods agreed upon the parties under the applicable affiliate program interface ("Interface"), in compliance with this Terms.
Advertising Materials & Approved Media Channels and Distribution.
For the purpose of the Campaigns, the Affiliate shall use solely the marketing materials provided by the Company, including any text, creative, design, logos, etc. ("Advertising Materials"). The Affiliate shall not modify any approved Advertising Materials without the Company's prior written consent.
The Affiliate may place the Advertising Materials solely within the websites or other digital assets preapproved by the Company ("Approved Sites"), and use solely the distribution method media channels preapproved by the Company ("Approved Media Channels"), as well as solely target Leads in the territories agreed between the parties under the Interface ("Approved Territories") and additional criteria agreed therein.
The Company shall have the right, in its absolute discretion, to review, and approve or object to websites or other digital assets, as well as any distribution method media channels, including to revoke its approval of Approved Sites and Approved Media Channels. Upon Company's notice, the Affiliate shall immediately remove any Advertising Materials from an Approved Site, as well as cease distribution through any Approved Media Channels.
Affiliate will be responsible for the development, operation, and maintenance of its Approved Site and Approved Media Channels, at its own cost and expenses.
Eligible Leads.
Company will acquire leads from Affiliate for use by Company, of individuals who interacted with the Advertising Materials that provided their information (as agreed between the parties) and consent to be contacted by the Company with regard to the Products ("Leads").
Leads eligible for payments of Fees shall be subject to the following: (i) new leads, that provided the information agreed between the parties; (ii) located solely in the Approved Territory and are not under the age of 18; (iii) provided unrevoked, prior express written Consent to be contacted by the Company including to receive autodialed marketing calls, prerecorded voice calls, artificial voice calls, text messages and emails from or on behalf of the Company; (iv) Leads' contact information, as well as their consent to be contacted by the Company was verified by the Company ("Eligible Leads").
It is clarified that, any Leads generated in breach of these Terms, at the Company's discretion, shall not be considered as Eligible Leads. In addition, the Affiliate shall not be entitled for Fees in the event of Leads already obtained by the Company through other means, as well as duplicated Leads generated by the Affiliate.
Without derogating from the generality of the above, Leads' consent must be obtained via a process that (a) is compliant with applicable laws, rules and regulations, including privacy and data protection legislation; (b) allows any Lead to be lawfully shared with the Company; and (c) is not conditioned on a purchase of use of a service or website ("Consent"). Affiliate shall notify Company within two (2) days of any request to revoke Consent or otherwise limit contact with a contact information associated with any Lead. Affiliate shall ensure that all opt-in language used to obtain the Consent is clearly and conspicuously conveyed.
Restrictions.
Without derogating the above: (i) the Affiliate shall not use unfair, deceitful or abusive tactics when marketing or distributing Advertising Materials; (ii) the Approved Sites or other media used in connection with performance of this Services shall not infringe upon third party's rights, including privacy or intellectual property rights and shall not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Company informs you in writing that it considers objectionable; nor include content that is deceptive or misleading or otherwise fails to comply with applicable laws; (iii) the Affiliate shall not: (a) offer incentives, including but not limited to points, rewards, cash, contest entries, and prizes, to Leads in return for their response to the Advertising Materials (unless approved by Company in writing); (b) make unlawful, unsupported or untruthful product performance, efficacy or attribution claims concerning Products; (c) provide Leads that are its own personal or relatives, friends, employees or other third parties, or in any other way attempt to artificially increase the commission payable or to otherwise defraud the Company.
In addition, the following distribution channels are prohibited, unless explicitly agreed by the Company: (i) email marketing; (ii) social network; (iii) PPC; (iv) telemarketing or text messaging.
Furthermore, the Affiliate will not use, or purchase an option to use, Company's trademark(s), brand name(s) or any other reference to the Company and Products in any manner including but not limited to outbid and/or out position the Company in the sponsored links/PPC on any search engines, or to direct searches using keywords that contain Company's trademark(s) and brand name(s) or through any web search engines. In addition, the Affiliate shall add the Company’s trademark(s), brand name(s) to its paid search program negative list.
Affiliate shall not represent itself as Company, however may state that Affiliate is promoting the Company's Products.
Non-interference.
Affiliate agrees that, during the term of this engagement and for a period of 1-year thereafter it shall not directly or indirectly solicit, target or advertise Company's competitor’s products or services to the Leads generated under this engagement. Affiliate shall not knowingly take any actions directly or indirectly intended to affect adversely Company's business relationship with the Leads.
Tracking, Reporting, and Fees.
Affiliate shall be entitled to a payment per each Eligible Lead, at the rate agreed between the parties under the Interface ("Fees"), according to the payment terms agreed therein. Campaign reporting provided by Company will be based on the number of Eligible Leads as calculated and approved solely by the Company and shall be the basis for all invoicing and payments of Fees.
Intellectual Property.
The Company is the sole owner of any and all intellectual property rights associated with any Advertising Materials. Company's trademarks, service marks, trade or company names, product and service identifications, logos, artwork and other symbols associated with the Company and its Products. The Affiliate may use such Company's property solely for the purpose of the Services, and solely during the Term, according to these Terms.
Representation, Warranties & Data Protection.
Affiliate represents and warrants that: (i) it has the power and authority to enter into and perform its obligations under these Terms; (ii) in providing the Services, it will comply with all applicable laws, rules, regulations and ordinances; and (iii) its Approved Sites shall contain a privacy policy that complies with all applicable Laws, including the General Data Protection Regulation ("GDPR") and the European Union (Withdrawal Agreement) Act 2020 and amended by The Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2020) ("UK GDPR"), which may be in effect during the Term as it concerns the subject matter of the Services. Affiliate further acknowledges that it alone is responsible for understanding and complying with its obligations under the privacy legislation. All Lead's information provided to Company, shall be considered as company's property following such transmission, however, the Company shall bear no responsibility for the Affiliates data protection and privacy practice upon collection of such Leads' data. It is hereby agreed that, each party is independent controller with regards to the processing of the Leads' personal data.
Term & Termination.
These Terms shall continue for the term of each Campaign, provided that either party may terminate these Terms at any time, with or without cause, upon two (2) business days’ prior written email notice ("Term"). Upon termination by either party for any reason or expiration of these Term, any and all licenses and rights granted to either party in connection with these Terms shall immediately cease and terminate; and any and all Advertising Materials and Confidential Information (as defined below) or proprietary information of either party that is in the other party’s possession or control must be immediately returned or destroyed (other than back-up copies that may be required to comply with applicable Laws and copies which are required to be retained in accordance with a formal document retention policy). Notwithstanding any termination, any provisions of these Terms that may reasonably be expected to survive termination, shall survive and remain in effect in accordance with their terms.
Disclaimer & Limitation of Liability
EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE ADVERTISING MATERIALS ARE PROVIDED ”AS IS” AND “AS AVAILABLE.” THE COMPANY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE COMPANY DOES NOT GUARANTEE THAT THE AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF FEES,
IN NO EVENT SHALL THE COMPANY BE RESPONSIBLE FOR ANY CONSEQUENTIAL,, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST REVENUE OR PROFITS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY'S CUMULATIVE LIABILITY TO THE AFFILIATE UNDER THESE TERMS, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PAID TO AFFILIATE IN COMMISSIONS DURING THE THREE (3) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
Indemnification.
Affiliate shall irrevocably defend, indemnify and hold Company, its employees, officers, directors, members, managers, shareholders, contractors and agents harmless from and against any and all liability, loss, damage or expense (including, without limitation, reasonable attorneys’ fees, costs and expenses) arising out of or related to any allegation, claim or cause of action, involving Affiliates violation of any applicable laws, breach of these Terms, or breach of any representation or warranty contained therein, and specifically, and claims related to the collection of Leads information or Leads' Consent.
Confidentiality.
For purposes of the Agreement, “Confidential Information” shall mean all data and information, of a confidential nature or otherwise disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to: (i) a party’s business plans, strategies, know-how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format; (ii) the terms of this engagement; (iii) any information marked or designated by the Disclosing Party as confidential. The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth herein. Confidential information shall not include any information that the Receiving Party can verify with substantial proof that: (i) is generally available to or known to the public through no wrongful act of the receiving party; (ii) was independently developed by the Receiving Party without the use of Confidential Information; or (iii) was disclosed to the Receiving Party by a third party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party.
Miscellaneous.
Assignment. The Affiliate may not assign, transfer or delegate any of its rights or obligations under these Terms without the prior written consent of the Company. Choice of Law; Venue. The Agreement shall be construed in accordance with and governed by the laws of the State of Israel, without regard to conflict of law provisions, The parties agree to the exclusive personal jurisdiction and venue in the competent courts in the district of Tel Aviv Yafo, Israel. Non-Waiver; Severability. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision contained in these Terms is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of these Terms will remain in full force and effect. Relationship of the Parties. The parties hereto are independent contractors. There is no relationship of partnership, agency, employment, franchise or joint venture between the parties. Neither party has the authority to bind the other, or incur any obligation on its behalf.
