1 – General Terms

1.1 – General Provisions

These General Terms and Conditions of Sale and Use (“GTC”) are agreed between:

NETILUM, a Limited Liability Company (SARL) with a share capital of €10,000, with its registered office located at 9 Rue André Darbon – 33000 BORDEAUX, registered with the Bordeaux Trade and Companies Register under number 750.845.208, hereinafter referred to as “NETILUM”,

And any natural or legal person who uses AFFILAE services or connects to the website affilae.com, hereinafter referred to as “Advertiser”, “User”, or “Affiliate”.

NETILUM has created and developed an affiliate program management software, AFFILAE, accessible via the website https://affilae.com.

The use of AFFILAE services by the User implies full and unconditional acceptance of these GTC.

NETILUM reserves the right to modify these GTC without prior notice; such modifications shall apply in their updated version as soon as they are published online.

These GTC shall prevail over all other documents such as catalogs, brochures, etc. issued by NETILUM, which are for indicative purposes only. Any conflicting documentation shall not be enforceable against NETILUM without prior express acceptance.

The failure of NETILUM to enforce any provision of these GTC shall not be construed as a waiver of the right to enforce said provision at a later date.

1.2 – Definitions

The terms defined below shall have the following meaning within these GTC:

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

Advertiser: Any person publishing online services or content, marketing products and services on the internet, commissioning a campaign through the Affiliate Program.

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

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

Affiliate Program: An Advertiser’s campaign aimed at increasing sales and/or acquiring new customers, in which the Advertiser defines the terms and conditions for commissioning Affiliates.

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

These Terms: Refers 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 functionalities of the Affiliate Software, enabling the Affiliate and the Advertiser to establish a relationship within the framework of an Affiliate Program. As such, the Affiliate and the Advertiser acknowledge that NETILUM does not intervene in any way in their relationship.

The definition, publication, and operation of Advertisers’ Affiliate Programs, as well as any modifications and interruptions, remain under the full responsibility of the Affiliate and the Advertiser. In order to comply with the provisions of French Law No. 93-122 of January 29, 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 services accessible via the Affiliate Software, taking into account protocols in accordance with current practices. NETILUM undertakes to implement effective controls to protect against unauthorized 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 their data is limited to authorized persons and that their confidential information is protected against any non-compliant use.

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 affect the integrity of the results derived from 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 – Registration to the Affiliate Software

The User wishing to access NETILUM’s services must complete the registration form, all fields of which are mandatory, and check the box “I accept the General Terms and Conditions of Use and Sale of Affilae”.

Confirmation of registration implies unconditional acceptance of these Terms. Registration becomes final when NETILUM provides the User with a login ID and access code, enabling them to access their personal space.

1.6 – User Obligations

The User undertakes to provide accurate information and to keep their information up to date in their personal space. They declare that they hold the administrative authorizations 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. They are furthermore entirely responsible for the use of their access code.

1.7 – Commissions Due

The amount and payment terms for commissions owed by the Advertiser to the Affiliate are defined by the Advertiser in the Affiliate Program. The Affiliate Software records each visit to the Advertiser’s website as well as each conversion made by internet users.

It is agreed between the Parties that the records made by the Affiliate Software shall constitute proof of visits and conversion operations in the execution of the Affiliate Program.

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

2 – Affiliate-Specific Terms

2.1 – Duration

Registration to the Affiliate Software is made without any commitment period. It continues until the Affiliate deletes their profile directly from their personal space. This deletion takes immediate effect and prohibits any continuation or maintenance of the services offered by NETILUM.

2.2 – Price

Affiliate registration is free of charge.

2.3 – Subscription to the Affiliate Program

The Affiliate, using their login ID and access code, may access their management interface and participate in Affiliate Programs. The Affiliate is free to apply to the various Affiliate Programs available.

By applying to an Advertiser’s Affiliate Program, the Affiliate accepts, without reservation and without exception, all the conditions defined by the Advertiser for that program. This acceptance includes, in particular, the amounts, payment terms for commissions, and all other obligations provided for. Any failure to comply with the affiliate conditions may result in the immediate exclusion of the Affiliate from the program, as well as the non-payment of generated commissions.

2.4 – Affiliate Obligations

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

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

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

Within the framework of the Advertiser’s Affiliate Program, the Affiliate shall not use any visuals other than those made available by the Advertiser, unless expressly agreed by the latter. The Affiliate also undertakes not to place the Advertiser’s website link on sites other than those declared on the platform.

Throughout their registration to the Affiliate Software, the Affiliate undertakes to ensure that all promotional materials used do not contain content that is reprehensible under the law. In particular, the Affiliate undertakes:

– To comply with public order and public morality;

– To comply with regulations regarding the collection and use of personal data;

– To comply with regulations regarding the distribution of advertisements and advertising content.

Furthermore, the Affiliate declares and warrants:

– Having full capacity to register to the Affiliate Software;

– Having completed all administrative procedures and holding all necessary authorizations for the exercise of their activity;

– Being aware of and acting in compliance with the tax, accounting, and reporting obligations that may apply to them.

Affiliates also guarantee the following provisions relating to GDPR regulations (European Regulation on Personal Data Protection): AFFILAE and the Affiliate must comply with data protection law requirements. If necessary, each party shall collaborate in ensuring compliance with new personal data protection regulations.

Each Affiliate must implement all appropriate technical and legal measures to ensure an adequate level of security with regard to the personal data collected, stored, and/or transmitted, as well as the inherent risks of such processes, including loss, theft, or deletion of such data. Affiliates must also generally ensure compliance with the applicable regulations regarding the protection and security of data from the advertisers for whom they distribute content.

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

Furthermore, within the use of the Affilae platform, if the Affiliate is suspected of fraud or conduct that does not comply with usage rules, the ongoing partnerships between this Affiliate and the Advertisers will be deactivated as a precautionary measure. This deactivation will remain in effect 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 fraud is confirmed, Affilae reserves the right to terminate the relevant partnerships and take any appropriate measures, including removing the Affiliate from the platform.

Finally, the Affiliate undertakes not to use the Affilae Platform, including the internal messaging system, to solicit Advertisers for the purpose of promoting or providing services that compete with those of Affilae. Any action aimed at diverting clients or engaging in unfair competition is strictly prohibited. In the event of a violation, Affilae reserves the right to immediately suspend or terminate the Affiliate’s account, block access to the Platform, and take all necessary legal measures to obtain compensation for damages suffered.

2.5 – Commission Payments

The Affiliate acknowledges that by joining an Advertiser’s Affiliate Program, the Advertiser is solely liable for the commissions generated and definitively validated via its Affiliate Program. 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, benefit from a mandate granted by the Advertiser for the payment of its Affiliate commissions. In such case, NETILUM acts on behalf of the Advertiser as a “paying agent” in accordance with the provisions of French Law No. 93-122 of January 29, 1993. NETILUM shall justify this mandate to the Affiliate by producing a mandate certificate upon the Affiliate’s first request.

The Affiliate shall send their invoices directly to NETILUM, to whom payment has been entrusted. The Affiliate shall also report to NETILUM on the conditions under which the affiliate program was distributed.

The Affiliate authorizes NETILUM to generate, on their behalf, invoices for their definitively validated commissions through “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 complete details of the Affiliate entered in their AFFILAE account configuration. It is therefore the Affiliate’s responsibility to ensure that these details are complete and up to date with their latest modifications.

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

In any event, NETILUM, acting as agent, shall in no way be held 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, particularly in the case of overpayment or commissions paid in error, the Affiliate undertakes to immediately inform NETILUM 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 promptly as possible following the request, any amount unduly paid.

In the absence of restitution within the specified timeframe, NETILUM reserves the right to offset these amounts against future commissions owed to the Affiliate.

2.6 – Billing Mandate (Self-billing)

A. Purpose of the Mandate

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

Invoices thus issued are in the name of the Affiliate, who remains the sole provider of the service for tax purposes.

B. Affiliate Declarations – Tax and VAT Liability

The Affiliate declares and certifies that the information entered in their AFFILAE account regarding their identity, legal, tax, and social status, and in particular their liability or non-liability for VAT, is complete, accurate, and up to date.

The Affiliate acknowledges being solely responsible for:

– Monitoring their overall revenue across all channels;

– Compliance with the legal thresholds applicable to their tax regime;

– And determining their potential VAT liability.

NETILUM does not monitor the Affiliate’s overall revenue and shall not be held liable for any threshold exceedance or undeclared change in tax regime by the Affiliate. NETILUM acts exclusively on the basis of the Affiliate’s declarations, 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, particularly in the event of VAT liability, and to provide the necessary supporting documents (intra-community VAT number).

C. Dispute Period and Acceptance of Invoices

Each self-billed invoice 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 invoice issuance to dispute its content in writing to NETILUM support (support@affilae.com).

In the absence of a dispute within this period, the invoice shall be deemed definitively accepted, both in terms of its amount and the tax mentions applied, including the application or non-application of VAT.

D. Change of Tax Regime and Late Corrections

Any change in tax regime declared by the Affiliate shall only take effect for invoices issued after the date of effective notification of the change in the AFFILAE account, without retroactive effect.

NETILUM has no legal, contractual, or operational obligation to modify, cancel, or regularize previously accepted invoices that have already been issued, transmitted, and/or settled.

Any exceptional request for retroactive regularization may, where applicable, be examined at NETILUM’s strict discretion and, if accepted, may be subject to administrative management fees, the amount of which shall be communicated to the Affiliate in advance.

This clause shall not be interpreted as creating an obligation of regularization for the benefit of the Affiliate or the Advertiser.

3 – Advertiser-Specific Terms

3.1 – Duration

Registration provides access to the Affiliate Software for a period of one (1) month from the confirmation of registration. The Advertiser’s commitment shall then be renewed by tacit extension for new periods of one (1) month, unless the Advertiser cancels their subscription directly from their personal space.

Cancellation by the Advertiser of their subscription terminates it at the end of the first contractual term. This cancellation prohibits 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 the first registration to the AFFILAE Affiliate Software. Beyond this trial period, registration to the Affiliate Software is subject to payment.

The Advertiser subscribes to one of the plans offered by NETILUM on its website on the date of registration. Upon expiration of the trial period, the Advertiser proceeds with payment for the plan subscribed. Payment is made directly online by credit card via a secure network.

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

Details of these fees are public and available in the NETILUM service plan details at the following page: https://affilae.com/fr/tarifs/

It should be noted that at the end of the free trial period, if the subscription to the Affilae service is not validated by the Advertiser, NETILUM automatically freezes access to the Advertiser’s account.

The User can log in to their AFFILAE account but is redirected to a subscription page. Partnerships formed during the 20-day free trial period are deactivated to avoid any misunderstanding regarding the continuation of the affiliate program 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 account freezing. If the Advertiser adds their payment method before the trial period end date, they will only be charged on the date the trial period ends. If the Advertiser activates their subscription subsequently, the account is reactivated, partnerships must be manually reactivated, and tracking must also be reactivated.

3.3 – Payment of Affiliate Software Subscription / 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 monthly subscription. Invoices are payable upon receipt, within 15 days from the date of issue, via the payment method chosen by the Advertiser at registration. The billing address is the Advertiser’s registered office address. Services not included in the Affiliate Software are excluded from the subscription invoice and are subject to separate billing.

In the event of non-payment by the due date, penalties shall be applied equal to the European Central Bank refinancing rate plus 10 percentage points, from the day following the payment date shown on the invoice or, failing that, the 31st day following the date of completion of the service. Late payment penalties are due without a reminder being necessary. In accordance with Article D. 441-5 of the French Commercial Code, in the event of late payment, the debtor shall automatically owe to the creditor, in addition to the late payment penalties already provided for by law, a fixed indemnity for recovery costs of €40.

Failure to pay an invoice makes the entire outstanding invoiced amount immediately due and payable by NETILUM. NETILUM then reserves the right to deactivate the Advertiser account in default of payment. No refund or credit may be granted by NETILUM on the amount of current subscriptions due. Upon account deactivation, the account is frozen, and partnerships formed during the activity period are deactivated to avoid any misunderstanding regarding the continuation of the affiliate program activity with the Affiliates. If the Advertiser subsequently reactivates their subscription, partnerships must be manually reactivated, and tracking must also be reactivated.

3.4 – Creation of an Affiliate Program

The Advertiser defines their Affiliate Program in their personal space, and is responsible for its design, publication, and interruption. The Advertiser sets the amount of commissions paid to the Affiliate and the payment terms. The Affiliate Program goes live upon validation by the Advertiser. NETILUM reserves the right to access the Advertiser’s personal space for verification of proper functioning, validity, and compliance, particularly with these terms, of the information provided on the Affiliate Program.

3.5 – Advertiser Obligations

Any modification to the Advertiser’s website, hosting location, or any other cause must be brought to the attention of NETILUM. The Advertiser undertakes to actively collaborate with NETILUM, particularly by making available all information and materials necessary for the use of the affiliate program.

Advertisers are solely responsible for the content and operation of their Affiliate Program and shall indemnify NETILUM, and any entity affiliated with NETILUM, against all claims or actions brought in connection with the Affiliate Program. They declare in particular that they hold all intellectual and industrial property rights over the materials transmitted and undertake to ensure that the content of their Affiliate Program complies with applicable legislation.

The Advertiser authorizes NETILUM to reproduce its brand on all written, visual, digital, or audio media strictly necessary for the performance of the service.

The Advertiser must take appropriate measures and undertakes not to collect personal data within the meaning of the GDPR in the AFFILAE interfaces — for example: address, email, first and last name, telephone, without this list being exhaustive under the provisions of the GDPR — or, failing that, to ensure that any personal data transmitted to NETILUM complies with the GDPR. The Advertiser must also ensure proper compliance with GDPR requirements regarding the exercise of the data subject’s rights.

The Advertiser must document in writing any instructions concerning data processing by NETILUM and include a hyperlink to the AFFILAE Privacy Policy in connection with the use of cookies necessary for the proper functioning of the AFFILAE service.

3.6 – Payment of Commissions Due to Affiliates

The Advertiser is obligated to pay the sums due to Affiliates and to NETILUM. The Advertiser may grant NETILUM a mandate within the meaning of French Law No. 93-122 of January 29, 1993, to act in their name and on their behalf for the purpose of paying Affiliates the commissions owed under the Affiliate Program. This mandate shall be entrusted to NETILUM only when the Advertiser activates the “paying agent” option in their personal space. A mandate compliant with legal provisions and a mandate certificate shall be issued to enable NETILUM to justify its capacity to the Affiliates.

The Advertiser acknowledges being the sole debtor of the invoices issued by the Affiliate and undertakes to hold NETILUM harmless against any judgment that may be rendered against it in the event of non-payment of an Affiliate invoice.

4 – Conditions of Use of the Website

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 the assistance of NETILUM’s technical teams under the conditions set out below, all subject to maintenance periods.

4.2 – License

NETILUM grants the User a personal, non-exclusive, non-assignable, and non-transferable right to use the services for the duration of the registration and worldwide. 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 only use the Affiliate Software services in accordance with the purpose of these GTC and their documentation.

4.3 – Personal Data

NETILUM processes personal data within the following strict legal framework:

– Management of the relationship with the User;

– Performance of its contractual mission when implementing processing for the purpose of producing, managing, monitoring the Affiliate Software, and paying Affiliate commissions on behalf of Advertisers;

– Compliance with legal and regulatory obligations when implementing processing for the purpose of preventing money laundering and terrorist financing, combating corruption, billing, and accounting.

NETILUM retains data only for the duration necessary for the operations for which it was collected and in compliance with applicable regulations. In this regard, User 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 and 10 years for accounting) or limitation periods.

Processed data is intended solely for authorized persons at NETILUM. It is not transferred to partners or any other entity.

Under the conditions defined by the French Data Protection Act and the European Data Protection Regulation, individuals have a right of access to their data, as well as rights of rectification, inquiry, limitation, portability, and erasure. Data subjects also have the right to object at any time, on grounds relating to their particular situation, to any processing of personal data based on the legitimate interest of NETILUM.

They also have the right to define general and specific directives regarding how the above-mentioned rights should be exercised after their death, by email to 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 registered with the French National Commission for Information Technology and Civil Liberties (CNIL registration number 1587202).

Furthermore, if the data transmitted by the User to NETILUM for use contains personal data, the User guarantees to NETILUM that they comply with the legal obligations regarding the processing of personal information. The User also guarantees to NETILUM that they have fulfilled all obligations incumbent upon them under the French Data Protection Act of January 6, 1978, and the GDPR, and that they have informed the relevant individuals of the use being made of said personal data. In this respect, the User shall indemnify NETILUM against any claim or potential legal action from third parties.

AFFILAE undertakes to immediately inform the Advertiser as soon as it becomes aware of a personal data breach and to provide the Advertiser with sufficient information to enable them to fulfill all their obligations to report or communicate to data subjects the occurrence of a data breach on the network, pursuant to or in connection with data protection regulations.

4.3.1 – Automated Analysis and Artificial Intelligence

Authorization and Scope. For the purposes of providing the Services, the Client authorizes NETILUM to access and analyze, by automated means which may include artificial intelligence technologies, (i) content freely accessible to the public relating to the Client and/or their activities (in particular web pages accessible without authentication and content published on social networks), and (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 standard web access methods and the settings made by the Client.

Express Instruction via the Interface. When 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 (particularly during onboarding, account creation, or partner search), the Client expressly requests the performance of this analysis and instructs NETILUM to carry out the necessary automated/AI processing. This action constitutes authorization within the meaning of these Terms for the performance of the Services.

Subcontractors and LLMs. The Client is informed that all or part of these analyses may be carried out by technical service providers, including, where applicable, language model providers (“LLMs”), acting as subcontractors, 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 is carried out for the following purposes:

– (i) the performance of the Services and the provision of their functionalities;

– (ii) the improvement, maintenance, security, 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 analyzed content (such as classifications, scores, signals, aggregated statistics) in order to improve its algorithms and models. Unless 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.

Public Personal Data. The Client acknowledges that certain analyzed content may contain publicly available personal data (e.g., contact details). NETILUM undertakes to limit processing to information necessary for the above purposes, not to intentionally collect or exploit contact details for prospecting purposes, and not to actively seek sensitive data.

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

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

AI Limitations. The Client acknowledges that results from 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 shall not, on their own, form the basis of any decision binding on the Client.

4.4 – Data Security

NETILUM undertakes to encrypt all access protocols to the Affiliate Software. NETILUM undertakes to preserve the integrity and confidentiality of stored data and to implement technical and organizational measures to prevent any unauthorized access or use of such data, as well as to prevent any loss, theft, alteration, or destruction, including, where the situation requires, the measures mentioned in Article 32(1) of the GDPR. In this regard, you may also consult our Privacy Policy.

4.5 – Quality / Service Maintenance

NETILUM undertakes to ensure optimal operation of its website so that the User can access and use the relevant services on a continuous basis. As NETILUM’s obligation is one of best efforts, the service may occasionally be suspended due to maintenance interventions necessary for the proper functioning of the services.

The User’s attention is drawn to the inherent reliability risks of the internet network, particularly regarding the security of data transmission, 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 network with regularly updated antivirus software.

NETILUM undertakes to carry out corrective maintenance to address malfunctions on its website, in order of criticality and as promptly as possible. Evolutionary updates will be deployed during off-peak hours (10 PM to 8 AM GMT+1).

However, NETILUM shall not be obligated to maintain its website in the following cases:

– Refusal by the Advertiser to collaborate with NETILUM in resolving anomalies;

– Use of services in a manner not consistent with their intended purpose or documentation;

– Unauthorized modification of solutions by the User, particularly through the installation of any software packages, software, or operating systems;

– Failure by the User to comply with their obligations under these Terms;

– Failure of electronic communication networks external to NETILUM.

4.6 – Backup

NETILUM undertakes to back up the data provided by the User, through continuous backups in compliance with data protection regulations.

4.7 – Technical Support

Technical support is made available to the User. Support can be reached by email or by phone for those who have subscribed to the phone support option. In this case, technical support can be reached Monday to Friday from 9 AM to 6 PM (GMT+1), excluding public holidays.

5 – Final Clauses

5.1 – Intellectual Property

NETILUM holds the property rights to all elements of the Affiliate Software and the services made available to the User, as well as more generally the IT infrastructure (software and hardware) implemented or developed under these Terms. NETILUM is also the owner of the AFFILAE trademark, filed and registered with the French National Institute of Industrial Property (INPI).

No industrial or intellectual property rights are conferred upon the User. The temporary provision of solutions under the conditions provided in these Terms shall not be construed as the assignment of any intellectual property right for the benefit of the User, within the meaning of the French Intellectual and Industrial Property Code.

The User shall not reproduce any element of the software, trademark, or any documentation relating thereto, by any means whatsoever, in any form whatsoever, or on any medium whatsoever. The User shall not copy, modify, distribute, sell, or lease any part of the services or software included, nor reverse engineer or attempt to extract the source code of this software.

Any reproduction or use, in whole or in part, of elements of the service, software, or trademark, as well as making available to a third party all or part of the site, would constitute a violation of intellectual and industrial property regulations and will be subject to prosecution.

5.2 – Communication

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

This authorization is granted free of charge and for an indefinite period, unless expressly requested otherwise by the Advertiser. In the event of a removal request, NETILUM undertakes to remove the relevant materials within a reasonable timeframe, without this affecting publications or materials already distributed prior to said request.

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

5.3 – Exclusions / Refusal of Registration

However, NETILUM reserves the right to reject any User registration request, without having to justify its decision and without any possible recourse or compensation of any kind. Failure to comply with any provision of these Terms shall result in the exclusion of the User from the Affiliate Software.

Furthermore, NETILUM reserves the right to suspend or remove all or part of an Affiliate Program whose content could harm its image or integrity, as well as in the event of an infringement of any applicable legal or legislative provision, without any possible recourse or compensation of any kind.

5.4 – Termination

This contract may be terminated as of right by either Party in the event of failure by the other Party to fulfill any of its obligations, three days after formal notice sent by registered letter with acknowledgment of receipt to the defaulting Party.

5.5 – Right of 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, professional, or agricultural, including when they act in the name or on behalf of another professional.

5.6 – Liability

Each Party shall assume responsibility for the consequences resulting from its faults, errors, or omissions, as well as the faults, errors, or omissions of its subcontractors, if any. Each Party is also solely responsible for its relationship with its end customers.

The User is solely responsible for the quality, legality, and relevance of the data and content transmitted for use by NETILUM. Consequently, NETILUM disclaims all liability in the event of non-compliance of data and/or content with laws and regulations, public order, or the User’s needs.

More generally, the User is solely responsible for the content and messages distributed and/or downloaded via the AFFILAE affiliate software. The User remains the sole owner of the data constituting the content of AFFILAE services.

NETILUM shall not be held liable for the accidental loss or destruction of data as a result of misuse of the Affiliate Software by the User or a third party having 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 prejudice caused by an interruption or reduction of service by the telecommunications operator, the electricity supplier, or in the event of force majeure.

In any event, in its dealings with the Advertiser, NETILUM’s liability is strictly limited to the amount of sums actually paid under the registration by the Advertiser, as of the date of occurrence of the event giving rise to liability.

5.7 – Consequences of Termination of the Relationship

The cessation of this contract shall entail the following consequences:

– The User shall immediately pay all sums remaining due to NETILUM under this contract;

– NETILUM shall immediately return all documentation to the User. NETILUM shall cease using all materials provided by the User and shall delete their account and any ongoing Affiliate Programs.

5.8 – Confidentiality

Each Party undertakes to keep confidential all information received from the other Party, not to disclose it, and to use it solely for the purpose of exercising its rights and fulfilling its obligations. The Parties further undertake to ensure that these provisions are observed by their staff and by any employee or third party who may intervene in any capacity.

This confidentiality obligation shall remain in force throughout the duration of the User’s registration and for a period of five years thereafter.

5.9 – Applicable Law and Jurisdiction

This contract is governed by French law. It is drafted 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, its consequences, and not resolved amicably between the Parties, shall be submitted to the Commercial Court of BORDEAUX, to which the Parties attribute jurisdiction, even in the event of multiple defendants or third-party proceedings.