This English version is a courtesy translation provided for convenience only. Only the French version is legally binding; in the event of any discrepancy, the French version shall prevail.

1 – General Terms

1.1 – General provisions

These General Terms of Sale and Use (Terms of Sale/Terms of Use) are entered into between: NETILUM, a limited liability company (Société à Responsabilité Limitée) with a share capital of €10,000, whose registered office is located at 9 Rue André Darbon – 33000 BORDEAUX, registered with the Trade and Companies Register (RCS) of BORDEAUX under number 750.845.208, hereinafter referred to as “NETILUM”, And any natural or legal person who uses the AFFILAE services or connects to the website affilae.com, hereinafter referred to as the “Advertiser”, “User” or “Affiliate”. NETILUM has created and developed an Affiliation Programme management software, AFFILAE, available via the website https://affilae.com. The use of the AFFILAE services by the User entails full and unreserved acceptance of these Terms of Sale/Terms of Use. NETILUM reserves the right to make changes to these Terms of Sale/Terms of Use without prior notice, which shall apply in their new version as soon as they are posted online. These Terms of Sale/Terms of Use take precedence over any other documents such as catalogues, brochures etc. issued by NETILUM, which have indicative value only. Any conflicting documentation shall be unenforceable against NETILUM in the absence of prior express acceptance. NETILUM’s waiver of the right to rely on any provision of these Terms of Sale/Terms of Use shall not be construed as a waiver of the right to rely on that same provision at a later date.

1.2 – Definitions

The terms defined below have the following meaning for the purposes of these Terms of Sale/Terms of Use:

Affiliation Software: SaaS-type software (Software as a Service), owned by NETILUM, enabling the definition, registration and distribution of Affiliation Programmes on behalf of an Advertiser and accessible via the AFFILAE website (https://affilae.com).

Advertiser: Any person publishing online services or content and marketing products and services on the internet who commissions a campaign through the Affiliation Programme.

Affiliate or Publisher: Any person publishing online services or content on the internet who promotes the Advertiser’s products or services by applying to Affiliation Programmes, and who distributes advertisements or creates affiliation partnership links with advertisers.

User: Any legal or natural person who uses the AFFILAE website as an Advertiser or as an Affiliate.

Affiliation Programme: A campaign run by the Advertiser with the aim of increasing its sales and/or acquiring new customers, in which it defines the conditions and terms of commissioning of Affiliates.

Parties: Natural or legal persons who have accepted these Terms.

These Terms: refer to all the terms of this document, as an agreement between the parties.

GDPR: refers to the General Data Protection Regulation 2016/679.

1.3 – Independence

NETILUM acts solely as an intermediary providing all the features of the Affiliation Software enabling the Affiliate and the Advertiser to enter into a relationship within the framework of an Affiliation Programme. Accordingly, the Affiliate and the Advertiser acknowledge that NETILUM does not intervene in any way in their relationship.

The definition, publication and operation of the Advertisers’ Affiliation Programmes, as well as any modifications and interruptions thereto, remain the sole responsibility of the Affiliate and the Advertiser. In order to comply with the provisions of French law no. 93-122 of 29 January 1993, it is specified that there is no financial or capital link between NETILUM and the Affiliates.

1.4 – Obligations of NETILUM

NETILUM undertakes to secure access to and use of the services accessible via the Affiliation Software, taking into account the relevant protocols, in accordance with current practice. NETILUM undertakes to implement effective controls to protect against unauthorised physical and electronic access to its operating systems and services, as well as to Users’ confidential information, in order to provide reasonable assurance that access to Users’ data is limited to authorised persons and that their confidential information is protected against any use inconsistent with its intended purpose.

NETILUM undertakes to implement effective controls to process the data entrusted to it without risk of omission, alteration, distortion or any other form of anomaly likely to compromise the integrity of the results produced by these services. With regard to banking data, NETILUM undertakes to ensure that such data is encrypted and transmitted in a fully secure environment to its financial partners.

1.5 – Subscription to the Affiliation Software

The User who wishes to access NETILUM’s service must complete the registration form, all fields of which are mandatory, and tick the box “I accept Affilae’s General Terms of Use and Sale”.

Confirmation of registration entails unreserved acceptance of these Terms. The subscription becomes final when NETILUM provides the User with a username and an access code, enabling the User to access their personal area.

1.6 – Obligations of the User

The User undertakes to provide accurate information and to keep their information up to date in their personal area. The User declares that they hold the administrative authorisations necessary for the exercise of their activity. The User undertakes to make every effort to keep their access code secret and not to disclose it to third parties in any form whatsoever. The User is furthermore entirely responsible for the use of their access code.

1.7 – Commissions due

The amount and the payment terms of the commissions due by the Advertiser to the Affiliate are defined by the Advertiser in the Affiliation Programme. The Affiliation Software records each visit to the Advertiser’s website as well as each conversion carried out by internet users.

It is agreed between the parties that the records made by the Affiliation Software shall constitute conclusive evidence of the visits and conversion operations in the performance of the Affiliation Programme.

NETILUM makes available to Affiliates and Advertisers the records made by the software, which accordingly determines the amount of the payments due to the Affiliate by the Advertiser. The parties acknowledge that the results determined by the Software are enforceable against them.

2 – Special terms for Affiliates

2.1 – Term

Subscription to the Affiliation Software is made without any fixed-term commitment. It continues until the Affiliate deletes their profile directly in their personal area. This deletion takes immediate effect and precludes any continuation or maintenance of the services offered by NETILUM

2.2 – Price

Registration is free of charge for the Affiliate.

2.3 – Enrolment in the Affiliation Programme

The Affiliate, using their username and access code, may access their management interface and take part in Affiliation Programmes. The Affiliate is free to apply to the various Affiliation Programmes published.

By applying to the Advertiser’s Affiliation Programme, the Affiliate accepts, without reservation and without exception, all the conditions defined by the Advertiser for that programme. This acceptance includes in particular the amounts and terms of payment of the commissions as well as any other obligations provided for. Any breach of the affiliation conditions may result in the immediate exclusion of the Affiliate from the programme, as well as the non-payment of the commissions generated.

2.4 – Obligations of the Affiliate

Any change in the content of a website and/or in the nature of the services offered by the Affiliate must be brought to the attention of the Advertisers offering their Affiliation Programme(s). The latter accordingly reserve the right to refuse to continue the relationship with the modified website(s).

The Affiliate undertakes to provide AFFILAE and the Advertiser with accurate information regarding their distribution methods, and to keep the information appearing on their “Profile” up to date.

The Affiliate authorises NETILUM to classify their website in one or more of the categories defined by NETILUM, and to transmit a list of Affiliate websites according to the categories requested by an Advertiser.

Within the framework of the Advertiser’s Affiliation Programme, the Affiliate shall refrain from using any visuals other than those made available by the Advertiser, save with the latter’s express agreement. The Affiliate also undertakes not to place the link to the Advertiser’s website on any websites other than those declared on the platform.

Throughout the duration of their subscription to the Affiliation Software, the Affiliate undertakes to ensure that all promotional means used do not contain any content that is objectionable within the meaning of the law. The Affiliate undertakes in particular:

– To comply with public policy and accepted standards of morality;

– To comply with the regulations on the collection and use of personal data.

– To comply with the regulations on the distribution of advertisements and advertising content. The Affiliate also declares and warrants:

– that they have full capacity to subscribe to the Affiliation Software

– that they have completed all administrative formalities and hold all the authorisations necessary for the exercise of their activity

– that they are aware of and act in compliance with any tax, accounting and reporting obligations that may be incumbent upon them

Affiliates also warrant compliance with the following provisions relating to the new GDPR regulations (European General Data Protection Regulation); AFFILAE and the Affiliate must comply with the requirements of the law on data protection. Where necessary, each party shall cooperate with the other in achieving compliance with the new regulations on the protection of personal data.

Each Affiliate must implement all appropriate technical and legal measures in order to guarantee an adequate level of security with regard to the personal data collected, stored and/or transmitted, as well as to the risks inherent in these processes such as the loss, theft or deletion of such data. And, more generally, ensure compliance with the regulations in force regarding the protection and security of the data of the advertisers for whom they distribute.

The Affiliate undertakes to obtain the prior, free, unambiguous and revocable consent of internet users regarding AFFILAE tracking (placement of cookies). The Affiliate undertakes not to transmit personal data to the Advertiser without the latter’s agreement.

Furthermore, in the context of the use of the Affilae platform, if the Affiliate is suspected of fraud or of conduct that does not comply with the rules of use, the ongoing partnerships between that Affiliate and the Advertisers shall, as a precautionary measure, be deactivated.
This deactivation shall remain in force until the Affiliate provides the necessary evidence demonstrating that their actions are not fraudulent.

Affilae reserves the right to request any relevant information or documentation to clarify the situation.
In the absence of sufficient evidence or if the fraud is confirmed, Affilae reserves the right to terminate the partnerships concerned and to take any appropriate measure, including the removal of the Affiliate from the platform.

Finally, the Affiliate undertakes not to use the Affilae Platform, including the internal messaging system, to solicit Advertisers with a view to promoting or providing services competing with those of Affilae. Any action aimed at diverting the client base or engaging in unfair competition is strictly prohibited. In the event of a breach, Affilae reserves the right to suspend without delay or terminate immediately the Affiliate’s account, to block access to the Platform, and to take all legal measures necessary to obtain compensation for the harm suffered.

2.5 – Payment of commissions

The Affiliate acknowledges that, by joining an Advertiser’s Affiliation Programme, the latter is solely liable for the commissions generated and definitively validated via its Affiliation Programme. Accordingly, the Affiliate acknowledges that NETILUM does not act in any way as an intermediary or agent in the payment of affiliate commissions.

However, the Affiliate is informed that NETILUM may, where applicable, hold a mandate entrusted by the Advertiser for the payment of its Affiliate commissions. In such cases NETILUM acts on behalf of the latter as a “paying agent” (mandataire payeur) in accordance with the provisions of French law no. 93-122 of 29 January 1993. NETILUM shall provide evidence of this mandate to the Affiliate by producing a certificate of mandate upon the Affiliate’s first request.

The Affiliate shall send their invoices directly to NETILUM, to which payment has been entrusted. The Affiliate shall also report to the latter on the conditions under which the distribution of the affiliation programme took place.

The Affiliate authorises NETILUM to generate in their name the invoices for their definitively validated commissions by way of “Self-billing”, and in this respect it is specified that the Affiliate retains full responsibility for their invoicing obligations.

The Self-billing process is based on the Affiliate’s complete details entered in the configuration of their AFFILAE account. It is therefore the Affiliate’s responsibility to ensure that these details are complete and reflect any recent changes.

The Affiliate undertakes to accept any payment from NETILUM, even partial, made on behalf of the Advertiser. Such payment shall discharge the Advertiser’s commitment up to the corresponding amount.

In any event, NETILUM, acting as agent, shall in no way be liable for the payment of the Affiliate’s invoices, which remains the responsibility of the Advertiser.

It is specified that in the event of an error in the calculation or payment of commissions, in particular in the event of overpayment or of commissions paid in error, the Affiliate undertakes to inform NETILUM immediately of any anomaly identified.

NETILUM reserves the right to correct any error relating to commissions, including by requesting the reimbursement of amounts unduly received by the Affiliate.

The Affiliate undertakes to return to NETILUM, as soon as possible from the date of the request, any sum unduly paid.

Failing restitution within the allotted time, NETILUM reserves the right to set off these amounts against future commissions due to the Affiliate.

2.6 Invoicing mandate (Self-billing)

A. Purpose of the mandate

The Affiliate expressly entrusts NETILUM, which accepts, with the mandate to issue in the Affiliate’s name and on their behalf the invoices relating to the commissions generated via the AFFILAE platform, in accordance with the provisions of article 289 I-2 of the French General Tax Code.

Invoices issued in this way are issued in the name of the Affiliate, who remains the sole supplier of the service for tax purposes.

B. Declarations of the Affiliate – Tax and VAT liability

The Affiliate declares and certifies that the information entered in their AFFILAE account relating to their identity, their legal, tax and social status, and in particular to whether or not they are subject to VAT, is complete, accurate and up to date.

The Affiliate acknowledges that they are solely responsible for:

• monitoring their overall turnover, across all channels,
• complying with the legal thresholds applicable to their tax regime,
• and determining whether they are subject to VAT.

NETILUM carries out no verification of the Affiliate’s overall turnover and shall not be held liable for any threshold being exceeded or any change of tax regime not declared by the Affiliate. NETILUM acts exclusively on the basis of the declarations made by the Affiliate, in good faith.

The Affiliate undertakes to inform NETILUM without delay and before any new invoice is issued of any change in their tax situation, in particular in the event of becoming subject to VAT, and to provide the necessary supporting documents (intra-Community VAT number).

C. Dispute period and acceptance of invoices

Each invoice issued under self-billing is made available to the Affiliate on the AFFILAE platform and/or transmitted electronically.

The Affiliate has a period of fifteen (15) calendar days from the date of issue of the invoice to dispute its content in writing with NETILUM support (support@affilae.com).

In the absence of a dispute within this period, the invoice shall be deemed definitively accepted, both as to its amount and as to the tax particulars applied, in particular whether or not VAT has been applied.

D. Change of tax regime and late corrections

Any change of tax regime declared by the Affiliate shall take effect only for invoices issued subsequently, as from the date of effective notification of the change in the AFFILAE account, with no retroactive effect.

NETILUM has no legal, contractual or operational obligation to modify, cancel or regularise prior invoices deemed accepted and already issued, transmitted and/or paid.

Any exceptional request for retroactive regularisation may, where appropriate, be examined on a strictly discretionary basis by NETILUM and, if accepted, be subject to administrative handling fees, the amount of which shall be communicated to the Affiliate in advance.

This clause shall not be construed as creating any obligation of regularisation for the benefit of the Affiliate or the advertiser.

3 – Special terms for Advertisers

3.1 – Term

The subscription provides access to the Affiliation Software for a period of one (1) month from confirmation of the subscription. The Advertiser’s commitment shall then be renewed by tacit renewal, for further periods of one (1) month, unless the Advertiser cancels their subscription directly in their personal area.

Cancellation by the Advertiser of their subscription terminates it at the end of the first contractual term. This cancellation precludes any continuation or maintenance of the services offered by NETILUM.

3.2 – Price

The Advertiser benefits from a free trial period of 20 days from first registration to the AFFILAE Affiliation Software. Beyond this trial period, subscription to the Affiliation Software is subject to a fee.

The Advertiser subscribes to one of the plans offered by NETILUM on its website on the day of subscription. Upon expiry of the trial period, the Advertiser proceeds to payment of the plan to which they subscribed. Payment is made directly online by bank card via a secure network.

NETILUM reserves the right to automatically modify the prices of the plans at any time. However, any order is invoiced at the price in force on the day of the order. In the event that any of the monthly quotas provided for in the plan subscribed to by the Advertiser is exceeded, NETILUM shall invoice fees on the additional quotas generated.

The details of these fees are public and available in the details of NETILUM’s service plans on the following page: https://affilae.com/fr/tarifs/

Note that at the end of the free trial period, if the subscription to the Affilae service is not confirmed by the Advertiser, NETILUM automatically freezes access to the advertiser’s account.

The user may log in to their AFFILAE account but is redirected to a subscription page. Partnerships entered into during the 20-day free trial period are thus deactivated in order to avoid any misunderstanding regarding the continuation of the affiliation programme’s activity with the Affiliates. Tracking data collection is also stopped (Impressions, Clicks, Conversions).

The Advertiser is notified in advance by email of the approaching end of their trial period and is invited to subscribe in order to avoid the freezing of the account. If the Advertiser adds their payment method before the end date of the trial period, they shall only be charged on the day that period ends. If the advertiser activates their subscription afterwards, the account is reactivated; the partnerships shall have to be reactivated manually, as shall the tracking.

3.3 – Payment of the Subscription to the Affiliation Software / interest

The Advertiser’s commitment is, in any event, invoiced at the beginning of the month or on the anniversary date of the Advertiser’s subscription to the monthly plan. Invoices are payable in advance, within 15 days of the date of issue, via the payment method chosen by the Advertiser upon subscription. The billing address is the address of the Advertiser’s registered office. Services not included in the Affiliation Software are excluded from the subscription invoice and are invoiced separately. In the event of non-payment by the due date, penalties shall be applied equal to the interest rate applied by the European Central Bank to its most recent refinancing operation, increased by 10 percentage points, from the day following the payment date shown on the invoice or, failing that, the 31^st day following the date of completion of the provision of the service. Late-payment penalties are payable without any reminder being necessary. Pursuant to article D. 441-5 of the French Commercial Code, in the event of late payment, the debtor shall automatically owe the creditor, in addition to the late-payment penalties already provided for by law, a fixed indemnity for recovery costs of 40 euros. Failure to pay an invoice renders the outstanding invoiced amounts immediately payable to NETILUM. NETILUM then reserves the right to deactivate the account of any Advertiser in default of payment. No refund or credit note may be granted by NETILUM on the amount of the current subscriptions due. Upon deactivation of the account, the account is then frozen and the partnerships entered into during the period of activity are deactivated in order to avoid any misunderstanding regarding the continuation of the affiliation programme’s activity with the Affiliates. If the advertiser reactivates their subscription afterwards, the partnerships shall have to be reactivated manually, as shall the tracking.

3.4 – Creation of an Affiliation programme

The Advertiser defines their own Affiliation Programme in their personal area; they are responsible for its design, publication and interruption. They set the amount of the commissions paid to the Affiliate, and the payment terms. The Affiliation Programme goes online as soon as it is validated by the Advertiser. NETILUM reserves the right to access the Advertiser’s personal area for the purposes of verifying the proper functioning, validity and compliance, in particular with these terms, of the information provided on the Affiliation Programme.

3.5 – Obligations of the Advertiser

Any modification of the Advertiser’s website, of the hosting location or any other matter must be brought to the attention of NETILUM. The Advertiser undertakes to cooperate actively with NETILUM, in particular by making available all the information and all the elements necessary for the use of the affiliation programme. Advertisers are solely responsible for the content and operation of their Affiliation Programme and indemnify NETILUM, and any entity affiliated with NETILUM, against all claims or actions brought in connection with the Affiliation Programme. The Advertiser declares in particular that they hold all intellectual and industrial property rights in the elements provided and undertakes that the content of their Affiliation Programme complies with the legislation in force. The Advertiser authorises NETILUM to reproduce its trademark on all written, visual, computer or audio media strictly necessary for the performance of the service. The Advertiser must take appropriate measures and undertakes not to collect in the AFFILAE interfaces any personal data within the meaning of the GDPR, for example: address, email, surname and first name, telephone number, this list being non-exhaustive in light of the provisions of the GDPR. Or, failing that, to ensure that any personal data transmitted to NETILUM complies with the GDPR. And likewise to ensure due compliance with the requirements of the GDPR with regard to the exercise of the rights of the data subject. The Advertiser must document in writing any instruction concerning the processing of data by NETILUM and include a hyperlink to AFFILAE’s Privacy Policy in connection with the use of the cookies necessary for the proper functioning of the AFFILAE service.

3.6 – Payment of commissions due to affiliates

The Advertiser undertakes to pay the sums due to the Affiliates and to NETILUM. The advertiser may grant NETILUM a mandate within the meaning of the provisions of French law no. 93-122 of 29 January 1993 to act in its name and on its behalf for the purpose of paying the Affiliates the commissions due to them in performance of the Affiliation Programme. This mandate shall be entrusted to NETILUM only when the Advertiser activates the “paying agent” (mandataire payeur) option in their personal area. A mandate compliant with the legal provisions and a certificate of mandate shall be issued in order to enable NETILUM to evidence its capacity to the Affiliates. The Advertiser acknowledges that they are the sole debtor of the invoices issued by the Affiliate and undertakes to hold NETILUM harmless from any judgment that may be entered against it in the event of non-payment of an invoice of the Affiliate.

4 – Terms of use of the site

4.1 – Access to the service

The User may connect to the AFFILAE website (https://affilae.com) 24 hours a day, 7 days a week, including Sundays and public holidays, with assistance from NETILUM’s technical teams under the conditions set out below, all of the foregoing with the exception of maintenance periods.

4.2 – Licence

NETILUM grants the User a personal, non-exclusive, non-assignable and non-transferable right to use the services, for the entire duration of the subscription and for the whole world. The right of use is understood as the right to display and implement the application services in accordance with their intended purpose, in SaaS mode via an Internet connection. The User may use the services of the Affiliation Software only in accordance with the purpose of these Terms of Sale/Terms of Use and their documentation.

4.3 – Personal data

NETILUM carries out the processing of personal data within the following strict legal framework: – The management of the relationship with the User. – The performance of its contractual mission when it carries out processing whose purpose is the production, management and monitoring of the Affiliation Software and the payment of Affiliates’ commissions on behalf of Advertisers. – Compliance with legal and regulatory obligations when it carries out processing whose purpose is the prevention of money laundering and terrorist financing and the fight against corruption, invoicing and accounting. NETILUM retains data only for the period necessary for the operations for which it was collected and in compliance with the regulations in force. In this respect, the User’s data is retained for the duration of the relationship between the parties, without prejudice to longer regulatory retention obligations (5 years for anti-money-laundering purposes and 10 years for accounting purposes) or limitation periods. The data processed is intended solely for the authorised personnel of NETILUM. It is not transmitted to its partners or to any other entity. Under the conditions defined by the French Data Protection Act (loi Informatique et Libertés) and the European General Data Protection Regulation, natural persons have a right of access to the data concerning them, and rights of rectification, enquiry, restriction, portability and erasure. Persons concerned by the processing carried out also have the right to object at any time, on grounds relating to their particular situation, to any processing of personal data whose legal basis is the legitimate interest of NETILUM. They also have the right to define general and specific directives setting out how they intend the above-mentioned rights to be exercised after their death, by email to the address contact@affilae.com, accompanied by a copy of a signed identity document. Data subjects have the right to lodge a complaint with the CNIL. The website https://affilae.com has been declared to the French Data Protection Authority (Commission Nationale de l’Informatique et Libertés — CNIL declaration number 1587202). Furthermore, if the data transmitted by the User to NETILUM for the purposes of use includes personal data, the User warrants to NETILUM that they themselves comply with the legal obligations governing the processing of personal information. Furthermore, if the data transmitted by the User to NETILUM for the purposes of use includes personal data, the User warrants to NETILUM that they have themselves fulfilled all the obligations incumbent upon them under the French law of 6 January 1978 known as the “Informatique & Libertés” Act and under the GDPR, and that they have informed the natural persons concerned of the use made of said personal data. In this respect, the User indemnifies NETILUM against any claim or possible action by a third party. AFFILAE undertakes to inform the Advertiser immediately upon becoming aware of a breach of Personal Data; and to provide the Advertiser with sufficient information to enable it to fulfil all its obligations to report or communicate to Data Subjects the occurrence of a data breach on the network under or in connection with the Data Protection Regulations.

4.3.1 Automated analysis and artificial intelligence

Authorisation and scope. For the purposes of providing the Services, the Client authorises NETILUM to access and analyse, by automated means which may include artificial intelligence technologies, (i) publicly and freely accessible content relating to the Client and/or their activities (in particular web pages accessible without authentication and content published on social networks), as well as (ii) the resources (URLs, pages, accounts or connections) that the Client communicates or configures within the framework of the Services. These operations are carried out in compliance with customary web access practices and with the settings configured by the Client.

Express instruction via the interface. Where the Client enters a URL, a public identifier or a link to a page (website, social network, etc.) and triggers the analysis via the Affilae interface (in particular in the context of onboarding, account creation or partner search), the Client expressly requests that this analysis be carried out and instructs NETILUM to perform the necessary automated/AI processing. This action constitutes authorisation within the meaning of these terms for the performance of the Services.

Sub-processors and LLMs. The Client is informed that all or part of these analyses may be carried out via technical service providers, including where applicable providers of language models (“LLMs”), acting as sub-processors, in compliance with the confidentiality, security and data-protection commitments described in the applicable contractual documentation (privacy policy and/or DPA).

Purposes. The automated/AI processing has the following purposes:

(i) the performance of the Services and the provision of their features;

(ii) the improvement, maintenance, securing and development of the Services;

(iii) the production of indicators, recommendations and classifications necessary for the operation of the Services.

In this respect, the Client acknowledges that NETILUM may use information derived from the analysed content (such as classifications, scores, signals, aggregated statistics) in order to improve its algorithms and models. Except where technically necessary for the performance of the Services, NETILUM does not intend to use identifiers directly attributable to a person (e.g. contact details) for these improvement purposes.

Personal data made public. The Client acknowledges that some of the analysed content may contain personal data made public (e.g. contact details). NETILUM undertakes to limit the processing to the information necessary for the purposes set out above, not to intentionally collect or exploit contact details for prospecting purposes, and not to actively search for sensitive data.

Retention. Any content and extracts collected for analysis purposes are retained for a limited period, strictly necessary for the intended purposes, and then deleted or anonymised, subject to legal obligations and to the technical logs necessary for security and traceability.

Warranties of the Client. The Client warrants that they hold the rights and authorisations necessary to permit the access, analysis and processing of the resources they communicate or configure and, more generally, the performance of the Services. In particular, they warrant that they are authorised to communicate these resources and to request their analysis, and that they are not acting in breach of the rights of third parties. They also warrant that the use of the links, APIs or third-party accounts made available complies with the applicable terms of the platforms concerned. The Client warrants and shall indemnify NETILUM against any third-party claim resulting from a breach of these warranties.

Limitations inherent in AI. The Client acknowledges that the results produced by automated/AI processing are probabilistic in nature and may contain errors or inaccuracies; they do not constitute a guarantee of completeness, accuracy or performance and cannot, on their own, form the basis of a decision binding upon the Client.

4.4 – Data Security

NETILUM undertakes to encrypt all access protocols to the Affiliation Software. NETILUM undertakes to preserve the integrity and confidentiality of the stored data and to implement technical and organisational measures designed to prevent any fraudulent access to or use of such data, as well as to prevent any loss, theft, alteration and destruction, including, where the situation so requires, the measures referred to in Article 32(1.) of the GDPR. On this point, you may also consult our Privacy Policy.

4.5 – Quality / Maintenance of the service

NETILUM undertakes to ensure the optimal operation of its website so that the User may access and use the relevant services on a continuous basis. As the obligation placed on NETILUM is a best-efforts obligation only, the service may occasionally be suspended due to maintenance work necessary for the proper functioning of the services. The User’s attention is drawn to the risks of unreliability inherent in the internet network, in particular as regards security in the transmission of data, continuity of access to the service and performance in terms of volume and speed of transmission. The User’s attention is also drawn to the obligation to protect their equipment or computer network with regularly updated anti-virus software. NETILUM undertakes to carry out corrective maintenance in order to address malfunctions of its website, in order of criticality and as quickly as possible. Upgrade updates shall be deployed during off-peak periods of activity (from 10 p.m. to 8 a.m. GMT+1). However, NETILUM shall not be under any obligation to maintain its website in the following cases: – Refusal by the Advertiser to cooperate with NETILUM in resolving the anomalies, – Use of the services in a manner inconsistent with their intended purpose or their documentation, – Unauthorised modification of the solutions by the User, in particular through the installation of any software packages, software or operating system, – Breach by the User of their obligations under these Terms, – Failure of electronic communication networks outside NETILUM’s control;

4.6 – Backup

NETILUM undertakes to back up the data made available by the User, as part of backups carried out on a continuous basis and in compliance with data-protection regulations.

4.7 – Technical assistance

Technical support is made available to the User. It can be reached by email or by telephone for those who have subscribed to the telephone support option. In that case, technical support can be reached from Monday to Friday from 9 a.m. to 6 p.m. (GMT+1) excluding public holidays.

5 – Final clauses

5.1 – Intellectual Property

NETILUM holds the property rights relating to every element of the Affiliation software and of the services made available to the User, and more generally of the IT infrastructure (software and hardware) implemented or developed within the framework of these Terms. NETILUM is also the owner of the AFFILAE trademark, filed and registered with the French National Institute of Industrial Property (Institut National de la Propriété Industrielle). No industrial or intellectual property right is conferred on the User. The temporary provision of the solutions under the conditions set out in these Terms shall not be construed as the assignment of any intellectual property right to the User within the meaning of the French Intellectual and Industrial Property Code. The User shall refrain from reproducing any element of the software or of the trademark, or any documentation relating thereto, by any means whatsoever, in any form whatsoever and on any medium whatsoever. The User shall refrain from copying, modifying, distributing, selling or renting any part of the services or of the software included therein, and from reverse-engineering or attempting to extract the source code of such software. Any reproduction or use, in whole or in part, of the elements of the service, of the software or of the trademark, as well as the making available to a third party of all or part of the site, would constitute a breach of the regulations on intellectual and industrial property and shall give rise to legal proceedings.

5.2 – Communication

The Advertiser expressly authorises NETILUM to use its trade name, its logo and any publicly available visual relating to it for promotional and external communication purposes. This use may include, without limitation, publication on social networks, inclusion in marketing materials, featuring on NETILUM’s website and presentation in the form of client case studies.

This authorisation is granted free of charge and for an indefinite period, unless the Advertiser expressly requests otherwise. In the event of a removal request, NETILUM undertakes to delete the elements concerned within a reasonable time, without this calling into question publications or materials already distributed prior to said request.

The Advertiser warrants that it holds the necessary rights over the elements provided or publicly accessible and that it does not infringe any third-party rights by authorising their use by NETILUM.

5.3 – Exclusions / Refusal of registration

Nevertheless, NETILUM reserves the right to reject any subscription request from a User, without having to justify its decision and without any possible recourse or compensation of any kind whatsoever. Failure to comply with any of the provisions of these Terms shall result in the exclusion of the User from the Affiliation Software. Likewise, NETILUM reserves the right to suspend or delete all or part of an Affiliation Programme whose content could harm its image or its integrity, as well as in the event of a breach of any legal or legislative provision in force, without any possible recourse or compensation of any kind whatsoever.

5.4 – Termination

This contract may be terminated by operation of law, by either party, in the event of non-performance by the other party of any of its obligations, three days after a formal notice served by registered letter with acknowledgement of receipt on the defaulting party.

5.5 – Withdrawal

In accordance with the French Consumer Code, the right of withdrawal does not apply to the services provided by NETILUM, which are exclusively intended for professional Clients and necessarily fall within the scope of their main activity, whether commercial, industrial, artisanal, liberal or agricultural, including where they act in the name of or on behalf of another professional.

5.6 – Liability

Each of the Parties assumes liability for the consequences arising from its own faults, errors or omissions, as well as from the faults, errors or omissions of any of its subcontractors. Likewise, each Party is solely responsible for its relationship with its end customers. The User is solely responsible for the quality, lawfulness and relevance of the data and content that they transmit for use by NETILUM. Consequently, NETILUM disclaims all liability in the event of non-compliance of the data and/or content with laws and regulations, with public policy or with the User’s needs. More generally, the User is solely responsible for the content and messages distributed and/or downloaded via the AFFILAE affiliation software. The User remains the sole owner of the data constituting the content of the AFFILAE services. NETILUM shall not be held liable for the accidental loss or destruction of data resulting from improper use of the Affiliation Software by the User or from the act of a third party who has accessed the software using the credentials provided to the User. NETILUM shall in no event be held liable for any damage in the event of harm caused by an interruption or reduction in service of the telecommunications operator or the electricity supplier, or in the event of force majeure. In any event, in its relationship with the Advertiser, the amount of NETILUM’s liability is strictly limited to the amount of the sums actually paid by the Advertiser by way of subscription, as at the date of occurrence of the event giving rise to liability.

5.7 – Consequences of the termination of the relationship

The termination of this contract shall have the following consequences: – The User shall immediately pay all sums remaining due to NETILUM under this contract, – NETILUM shall immediately return to the User all of their documentation. NETILUM shall cease using all the elements provided by the User and shall delete their account and the Affiliation Programmes in progress.

5.8 – Confidentiality

Each of the Parties undertakes to keep confidential all information it receives from the other party, not to disclose it, and to use it only for the purpose of exercising its rights and fulfilling its obligations. The Parties further undertake to ensure that these provisions are complied with by their personnel, and by any agent or third party who may be involved in any capacity whatsoever. This confidentiality obligation shall remain in force throughout the duration of the User’s subscription and for a period of five years thereafter.

5.9 – Governing law and jurisdiction

This contract is governed by French law. It is drawn up in the French language. In the event of any contradiction or discrepancy between the French version and any other language version, the provisions of the French version shall prevail. Any dispute relating to the interpretation, performance or termination of this contract, or to its consequences and effects, which is not resolved amicably between the parties, shall be submitted to the Commercial Court of BORDEAUX, to which the parties grant jurisdiction, even in the event of multiple defendants or third-party claims.