TIMELINE
AFFILIATE PROGRAM TERMS AND CONDITIONS
These Timeline Affiliate Program Terms and Conditions (“Ts&Cs”) are made and entered into by
and between Amazentis SA (“Timeline”) and the entity (“Referral Affiliate”) submitting an
application to participate in Timeline’s affiliate program (“Affiliate Program”). Timeline may offer
Referral Affiliate free or discounted products (for distribution solely to consumers) and/or affiliate
links (each a “Timeline Offering”). Each Timeline Offering may be subject to additional terms and
conditions. By submitting an application or accessing, receiving or otherwise taking advantage of
a Timeline Offering, Referral Affiliate expressly consents to these Ts&Cs and the individual
accepting these Ts&Cs represents that he/she/they have the authority to bind Referral Affiliate
hereto.
1. Enrollment. To enroll in the Affiliate Program, Referral Affiliate must submit a Timeline
Affiliate Program application here or as otherwise specified by Timeline. Referral Affiliate will
provide accurate information in connection therewith, and Timeline will notify Referral Affiliate of
Timeline’s acceptance or rejection, in Timeline’s sole and absolute discretion.
2. Timeline Materials. Referral Affiliate may advertise, market and promote the applicable
Timeline Offerings to consumers. Referral Affiliate will conduct all such activities in accordance
with applicable laws, rules and regulations. Timeline may provide to Referral Affiliate certain
links, advertising, marketing and promotional materials for the Timeline Offerings (“Timeline
Materials”), which Timeline Materials Referral Affiliate shall have the right, unless otherwise notified in writing
by Timeline (email to suffice), to use and distribute only in a manner specified by Timeline.
Referral Affiliate shall not otherwise advertise, market or promote any Timeline Offerings, or
otherwise make any representation, warranty, claim, assertion or other commitment regarding
any Timeline Offering.
3. Referral Fee. For Timeline Offerings purchased by a Qualifying Consumer during the term
of these Ts&Cs, Timeline shall pay to Referral Affiliate amounts set forth on the digital property
through which Referral Affiliate accepts these Ts&Cs. Such amounts shall be calculated following
the deduction of taxes, refunds, discounts, bad debt, credit card and other payment processing
fees, third-party commissions, and other deductions taken by Timeline in the normal course of its
business (“Referral Fee”). “Qualifying Consumer” shall mean a consumer who (a) has no prior
business relationship with Timeline and (b) Timeline, in its sole discretion, determines to have
resulted from advertising, marketing and/or promotional efforts hereunder (e.g., via a vanity
URL, an offer code, or other similar tracking mechanism). Timeline shall pay the aggregate
Referral Fee due to Referral Affiliate on a monthly basis; provided, however, that if the Referral
Fee due to Referral Affiliate for a given month is less than $100, Timeline may withhold payment
until amounts due equal or exceed $100. Referral Affiliate shall be responsible for any taxes
levied on Referral Fee amounts paid hereunder, excluding any taxes on the income of Timeline.
Additionally, notwithstanding anything to the contrary herein, Timeline reserves the right to adjust
any payments made to Referral Affiliate hereunder, including retroactively, for purchases
deemed by Timeline in its sole discretion to have resulted from fraud, manipulation, misuse of
discount codes or affiliate links, automated means, or other unauthorized activity.
4. Term and Termination. This Agreement shall be effective as of Timeline’s approval of
Referral Affiliate’s application and remain in effect until terminated by either party upon written
notice to the other (email to suffice). Upon the termination of this Agreement, (a) Timeline shall reasonably promptly thereafter pay all Referral Fee payments that accrued prior to the effective date thereof, (b) Referral Affiliate shall
immediately cease using all Timeline Materials (e.g., removing and/or ceasing to display or
distribute same); and (c) the following Sections shall survive: 4 (this sentence); 5; 6; and 7.
5. Ownership. Each party shall own all right, title and interest in and to its trademarks, logos,
offerings, materials and information regarding users of its products and services.
6. Disclaimer;
Limitation of Liability. TIMELINE DOES NOT MAKE, AND TIMELINE EXPRESSLY
DISCLAIMS, ANY WARRANTY OF ANY NATURE AS TO THE AFFILIATE PROGRAM,
TIMELINE MATERIALS OR ANY TIMELINE OFFERING, all of which ARE PROVIDED “AS IS”
AND “AS AVAILABLE.” each party SPECIFICALLY DISCLAIMs ALL WARRANTIES, EXPRESS,
IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
AND/OR NONINFRINGEMENT OF THIRD PARTY RIGHTS. NEITHER PARTY SHALL BE
LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL,
EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AS A RESULT OF ANY ACT, OMISSION, BREACH OR
ALLEGED BREACH OF ANY REPRESENTATION, WARRANTY OR OBLIGATION
HEREUNDER. NEITHER PARTY’S LIABILITY HEREUNDER SHALL EXCEED $500.
7. Miscellaneous. Neither party will disclose to any third party any terms set forth in these
Ts&Cs, any Referral Fee payments due, or any non-public information of the other party, except
as required by law, rule, regulation or court order. These Ts&Cs shall
be governed by and construed in accordance with the internal laws of the State of New York,
United States of America. Any disputes, actions, claims, or causes of action arising out of or in
connection with these Ts&Cs shall be subject to the exclusive jurisdiction of the state and federal
courts located in New York County, New York, United States of America, and each party agrees
to submit to the jurisdiction of such courts. These Ts&Cs may be modified or amended only upon
the mutual written agreement of the parties. If any provision of these Ts&Cs is, for any reason,
held to be invalid or unenforceable, the other provisions of these Ts&Cs will remain enforceable
and the invalid or unenforceable provision will be deemed modified so that it is valid and
enforceable to the maximum extent permitted by law. Any waiver or failure to enforce any
provision of these Ts&Cs on one occasion will not be deemed a waiver of any other provision or
of such provision on any other occasion. These Ts&Cs represent the entire agreement of the
parties regarding the subject matter hereof and supersede all prior discussions and/or
agreements between the parties and is intended to be the final expression of their agreement.
