IMPORTANT: This agreement's authentic language is French. In case of conflict between this agreement and any translation, the French version will take precedence.
Your use of AFFILAE’s services means that you have agreed to the General Conditions of Use and Sale. NETILUM may amend the Conditions of Use and Sale at any time by posting the amended Terms and Conditions on the site, and your continued use of the site and/or service shall constitute your acceptance of these Terms and Conditions.
The General Conditions of Use and Sale are agreed between:
SARL with a capital of 10 000 €, whose headquarters is located at 9 Rue André Darbon – 33 000 BORDEAUX - FRANCE, registered in the commercial register of companies of BORDEAUX (hereinafter referred to as "NETILUM").
Any natural or legal persons who connect to the AFFILAE (affilae.com) website (hereinafter referred to as "Advertisers", "Users" and "Affiliates").
1 - Definition of Terms
For the purposes of this Agreement, the terms defined below have the following meanings:
Affiliate Software: SaaS Software (Software as a Service), accessible via the AFFILAE (https://affilae.com) website, that allows definition, registration and distribution of Affiliate Programs on behalf of an Advertiser. The software tracks the number and nature of the connections between the Affiliate and the Advertiser sites, and calculates the amount of fees payable by the Advertiser to its various affiliates as defined in the Affiliate Program.
Services / Solutions: Refers to all the features available through the AFFILAE Affiliate Software.
Advertisers: Any natural or legal persons who publish services or online content on the internet and who subscribe to a renewable and "upgradable" plan in order to launch an affiliate program accessible through the AFFILAE platform.
Affiliates: Any natural or legal persons who publish services or online content on the internet, who subscribe via the free registration form and who apply to the affiliate programs of Advertisers, earning payments from the Advertiser.
Users: Any natural or legal persons who use the AFFILAE site, as an Advertiser or as an Affiliate.
Affiliate Program: Initiated by the Advertisers in order to increase sales and/or acquire new customers. The Advertisers subscribe to a plan on the AFFILAE site and then offer an Affiliate Program, in which they have defined the options and conditions for payment of commissions to the Affiliates.
Conversion: Refers to the action wherein an Internet user clicks on a link inserted on an Affiliate site through the Affiliate Program, and which leads to a sale, the opening of an account, a subscription by registration or to other online transactions.
Internet Users: Any natural or legal persons connected online to an Affiliate site and directed towards an Advertiser’s website to execute operations.
Parties: Any natural or legal persons who enter into a contract or other transactions and who have accepted the General Conditions of Use and Sale are considered parties to the agreement.
General Conditions of Use and Sale: Refers to the full terms of this document, as agreed by the parties.
2 - General
The General Conditions of Use and Sale apply exclusively to any Users of the AFFILAE Affiliate Software, which is created developed and owned by NETILUM and distributed via the website https://affilae.com.
The placing of an order implies full and unconditional acceptance by the Users of the General Conditions of Use and Sale, excluding all other documents issued by NETILUM, such as catalogs, flyers etc. that have no indicative value. Therefore, any contrary Conditions opposed by the Users may not be brought in opposition against NETILUM, regardless of when it may be brought to our attention.
The fact that NETILUM may not avail itself of one or any of the General Conditions of Use and Sale at any given time cannot be interpreted as a waiver to subsequently invoke one or any of the said Conditions. NETILUM reserves the right to modify the General Conditions of Use and Sale at any time.
3 - Conditions of Subscription
3.1 For Affiliates
Affiliates who wish to access the NETILUM service must complete all mandatory fields on the application form, and check the box "I accept Affilae’s General Conditions of Use and Sale." Confirmation of the subscription implies the unconditional acceptance of the General Conditions of Use and Sale.
Affiliates agree to complete the form in good faith by providing accurate information and to ensure that information is always current and up-to-date.
NETILUM provides a username and a password to Affiliates. Affiliates agree to keep their access code secret and not disclose it to third parties in any form whatsoever. Affiliates are solely responsible for the use of their access code.
However, NETILUM reserves the right to reject any application for subscription without having to justify its decision and without recourse or compensation of any kind whatsoever, including:
- Affiliate sites whose content could harm the image and reputation of NETILUM or which may not be in accordance with current legislation;
- In the event that the information provided in the subscription application form is not accurate.
3.2 For Advertisers
Advertisers who wish to launch an affiliate program using AFFILAE Software must create a client account on the AFFILAE (https://affilae.com) website. Advertisers must fill out the subscription form and confirm the order as provided for in Section 4.2 of these General Conditions of Use and Sale.
NETILUM provides a username and a password to Advertisers. Advertisers agree to keep their access code secret and not disclose it to third parties in any form whatsoever. Advertisers are solely responsible for the use of their access code.
Advertisers agree to complete the form in good faith by providing accurate information and to ensure that information is always current and up-to-date.
4 - Prices and Payment Terms
4.1 For Affiliates
As an Affiliate, subscription to services on the website and access to online content is free.
4.2 For Advertisers
Advertiser access to the AFFILAE service is a paid service.
Advertisers will have a free trial period of 30 days from the date of subscription, after which they will pay a monthly fee, in advance, according to their choice of plan(s).
Advertisers have a choice of several plans on the AFFILAE site: see "Plans and Pricing".
Advertisers must fill out the subscription form, completing all mandatory fields, and check the box "I accept Affilae’s General Conditions of Use and Sale". Confirmation of the subscription implies the unconditional acceptance of the General Conditions of Use and Sale. Advertisers then confirm the subscription and proceed to enter their payment details.
Subscriptions are concluded for a period of one (1) month and are renewed by tacit agreement for further periods of one (1) month. See Article 9 – Duration of Advertiser Contract.
At the end of the trial period, payment is debited directly online by credit card. The bank details are encrypted and transmitted via a totally secure network to NETILUM’s financial partners.
Whatever the commitment period, Services are invoiced at the beginning of the monthly period.
Invoices are payable in advance, within 15 days from date of issue, by the payment method chosen by the Advertiser when subscribing to the Services.
NETILUM reserves the right to change plan rates at any time. However, all orders will be charged at the prevailing price on the date of the order.
The invoicing address is the address of the registered head office of the Advertiser.
Services not included in the SaaS plan will be invoiced separately.
Any invoice not paid when due, for any reason whatsoever, shall bear interest as of right and without prior notice, at an annual rate equal to three times the legal rate of interest calculated from the beginning of the monthly period. Any default in payment of an invoice immediately makes all other invoices on behalf of the same Advertiser due.
Any account may be deactivated, and access to the Affilae Platform and/or site denied, for non-payment.
Advertisers must reimburse all costs incurred by the legal recovery of sums due, including judicial officers fees.
5 - Using the Service
Only users registered on AFFILAE have the right to access the service as follows. They can connect at any time - with the exception of maintenance periods - namely:
24 hours a day, 7 days a week, including Sundays and holidays, with assistance from Affilae’’s technical team as provided for in article 16.5 "Technical Support"
5.1 Use of the service by Affiliates
Affiliates equipped with their identifier and access code can access the management interface to participate in the Affiliate Programs posted by Advertisers on the AFFILAE site.
Affiliates have free choice to adhere or not to the different Affiliate Programs offered by the Advertisers.
By joining an Affiliate Program proposed by an Advertiser, the Affiliate accepts, without reservation, the conditions of affiliation, including the amounts and terms of fee payments, established by the Advertiser.
Affiliates authorize NETILUM to classify their site in one of the categories defined by NETILUM. At the request of an Advertiser, NETILUM may submit a list of affiliate sites in the categories requested, which the Affiliate expressly authorizes.
Any change in the content of an Affiliate’s site and/or the nature of services offered must be brought to the attention of the Advertisers offering programs on the Affiliate’s site. NETILUM and/or the Advertiser reserve the right to refuse the continuation of relations with the changed website.
Affiliates and Advertisers acknowledge that NETILUM is not involved, in any way, in their relationship. The definition, development, launch and operation of online affiliate programs of Advertisers, and any changes and interruptions, are entirely the responsibility of the Affiliate and the Advertiser.
5.2 Use of the service by Advertisers
Advertisers define their own Affiliate Program and control the creation, online availability and access to the program.
The Advertiser sets the amount of commissions paid to the Affiliate, and the terms of payment.
However, NETILUM reserves the right to verify the operations of the Advertiser.
Advertisers are solely responsible for the content and operation of their Affiliate Program(s) and guarantee to hold NETILUM, and any entity affiliated with NETILUM, harmless against all claims or actions incurred in connection with the Advertisers use of NETILUM’s services for their Affiliate Program.
Any modification to the Advertiser’s site, changes in hosting services, content etc. shall be brought to the attention of NETILUM.
Advertisers authorize NETILUM to verify all information that they transmit through their Affiliate Program.
Affiliates and Advertisers acknowledge that NETILUM is not involved, in any way, in their relationship. The definition, development and operation of online affiliate programs of Advertisers, and any eventual changes and interruptions, are entirely the responsibility of the Affiliates and the Advertisers.
6 – Obligations of Affiliates
Affiliates agree to provide accurate information, in particular on their promotional methods, to the Advertiser and to NETILUM. Affiliates agree to maintain updated information on their AFFILAE accounts.
When promoting the site of the Advertiser, it is forbidden to use other visuals than those provided by the Advertiser, unless expressly agreed to by the Advertiser.
Affiliates guarantee that they have completed, or will complete, at their own expense and under their sole responsibility, all the administrative procedures that may be necessary for access to the Services.
Affiliates shall not place links to the site of the Advertiser on sites other than their own. In addition, they undertake not to use any promotional means that contain objectionable content within the meaning of the law.
They undertake to:
Abide by and respect public order and morality;
Affiliates guarantee to hold NETILUM harmless against any action, or claim from Advertisers, Internet Users or any third party, originating from the content and/or practices implemented on the site(s) of the Affiliate.
NETILUM shall not be liable to the Affiliates, or any third party, for any claim in connection with the Affiliate’s use of the Affilae software or services.
Failure to respect any one of the provisions of the General Conditions of Use and Sale will result in the exclusion of the Affiliate from the AFFILAE network.
7 - Obligations of Advertisers
Advertisers agree to cooperate actively with NETILUM, in particular by providing all the information and elements required for operation of the affiliate program.
Advertisers acknowledge ownership of all intellectual and industrial property rights for all items transmitted to NETILUM.
NETILUM reserves the right to exclude all or part of any Affiliate Program where such content could damage our image, the image of our partners or the integrity of the AFFILAE site, and this without any right to compensation for the Advertiser.
Advertisers warrant that the content of its Affiliate Program complies with the legislation in force.
If any Advertiser is in breach of the General Conditions of Use and Sale and/or the legislation in force, NETILUM reserves the right to refuse or remove the Affiliate Program immediately, and the Advertiser shall have no right to compensation.
Advertisers authorize NETILUM to reproduce the Advertisers brand name on all written, visual, computer or audio supports necessary to achieve delivery of the service.
NETILUM agrees to refrain from using an Advertisers brand in any way likely to infringe, directly or indirectly, on the brand.
Advertisers obligations include paying any amounts due to affiliates and to NETILUM.
Advertisers are solely responsible for all relations with their customers who were led to place an order via the Affiliate network.
8 - Commission due to Affiliates
The amount and terms of payment of the fees payable to the Affiliate by the Advertiser are defined in the "Terms of Partnership" in the Affiliate Program that is offered by the Advertiser on the AFFILAE site.
The AFFILAE software records each visit to the site of the Advertiser and the conversions registered by the Internet Users actions. It is agreed between the parties that the records tracked and stored by the AFFILAE software are binding evidence as to the visits and conversion operations executed through the Affiliate Program. NETILUM puts these records at the disposition of the Affiliates and Advertisers.
Accordingly, the AFFILAE software determines the amount of payments due to the Affiliate by the Advertiser.
Affiliates reaching an earnings threshold as determined in the Affiliate Program offered by the Advertiser can launch a "Request for payment" via their management interface, which is automatically sent to the Advertiser.
The "Request for payment" by an Affiliate lists the conversions generated and the commissions due to the Affiliate.
Payment must be made by the Advertiser upon receipt of the "Request for payment".
NETILUM is not responsible or liable in any manner in the event of non-payment of commissions due to the Affiliate by the Advertiser.
9 – Duration of Advertiser Contracts - Termination
A contract takes effect as of the date of confirmation of the subscription by the User.
NETILUM may reject your application in its sole discretion.
It is concluded for a period of one (1) month.
The contract is renewed by tacit agreement for further periods of one (1) month unless either party chooses to terminate the contract. A written notice to terminate must be sent by registered letter with acknowledgment of receipt, at least one (1) month before the anticipated termination date.
The contract may be terminated early by one or other of the parties in case of breach of any of the obligations contained herein and/or any of the obligations. Early termination will take effect three days after the notice to terminate is served by registered letter with acknowledgment of receipt to the defaulting party. The letter should indicate the intent and reason to apply this clause.
10 – Consequences of the Termination of a Contract
Termination of a contract will result in the following consequences:
The Advertiser will immediately pay all sums due to NETILUM under this contract;
NETILUM will immediately deliver all documentation to the Advertiser and remove all active Affiliate Programs;
NETILUM will cease to use all information provided by the Advertiser.
NETILUM grants Users personal, world-wide, non-exclusive, non-assignable and non-negotiable use of our Services throughout the duration of the Contract.
Users may only use the AFFILAE Services in compliance with the Service’s requirements and documentation. The license is granted to Users to explicitly allow use of the Service as intended, to the exclusion of any other purpose.
The right of usage includes the right to represent and implement the application Services as intended, in SaaS mode via a connection to the Internet. Users shall not, under any circumstances, make the Services available to a third party and any other use is strictly prohibited, especially any adaptation, modification, translation, arrangement, distribution, decompilation or reverse-engineering: this list shall not be considered exhaustive.
12 - Intellectual Property
Users are, and remain, the owners of all the Data they use via the AFFILAE software under the Conditions of Use and Sale.
NETILUM is, and remains, the owner of all property rights related to all elements of the AFFILAE software and Solutions made available to the Users, and more generally, of the IT infrastructure (hardware and software) implemented or developed within the framework of the Conditions of Use and Sale.
The Conditions of Use and Sale do not confer any ownership of the Solutions to the Users. The temporary availability of the Solutions as provided for in the Conditions of Use and Sale cannot be regarded as a transfer of any intellectual property rights to the benefit of the Users, within the scope of the French Intellectual and Industrial Property laws.
Users agree not to reproduce any part of the Software or any related documentation, by any means, in any form and on any medium whatsoever. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software.
Any reproduction or use of any elements from the AFFILAE Service constitutes a violation of the regulations on intellectual and industrial property.
Users may not cede all, any, or any part of the rights and obligations arising from the Contract, whether in the context of a temporary assignment, a sub-license or any other agreement to transfer such rights and obligations.
Users grant NETILUM the right to publicly display, communicate, publish or represent their brands as a reference using Providers’ services.
NETILUM reserves the right to initiate proceedings against those who would violate NETILUM’s rights and the Conditions of Use and Sale.
13 - Data Protection
In accordance with Act No. 78-17 of 6 January 1978, Advertisers have the right to access, verify and correct their personal data. This right may be exercised by postal mail or email to NETILUM.
The https://affilae.com Site has been registered with the Commission Nationale de l’Informatique et Libertés (CNIL declaration number 1587202). Personal information collected by NETILUM is not subject to transmission to partners or any other entity.NETILUM will not transmit any personal information to partners, third parties or any other entity, unless required to do so by law.
14 – Treatment of Data
14.1 Personal Data Privacy
If data transmitted for the use of the affiliate Services includes personal data, the Users guarantee NETILUM that they have fulfilled all obligations in terms of Act N° 78-17 of 6 January, 1978 on « Information Technology, Data Files and Civil Liberties », and have informed the individuals concerned of the use of such personal data. In this respect, Users guarantee to hold NETILUM harmless against any action, claim or complaint from an individual whose personal data are replicated and hosted via the affiliate Services.
In the case where data is stored on servers located in countries outside the European Union a specific authorization for the transfer of data must be obtained from the CNIL (Commission nationale de l'informatique et des libertés). NETILUM undertakes to inform the User of the location of data and to provide all the relevant information necessary to complete the declaration statements to the CNIL.
14.2 Data Management
Users assume all editorial responsibility in their use of the AFFILAE software.
Users are solely responsible for the quality, legality, appropriateness and content of data they transmit in their use of the AFFILAE software. They also guarantee that they hold the intellectual property rights that allow them to use the data and content. Accordingly NETILUM disclaims any liability in cases of non-compliance of data and/or content, of the laws and regulations, public order or of the needs of the Users.
NETILUM will not be liable for any loss, damages or prejudice resulting from any claim by a third party for breach of this guarantee.
Users are solely responsible for the content, messages and data distributed and/or downloaded via AFFILAE software. Users retain sole ownership of any intellectual property rights to the data and content they submit to the AFFILAE Services.
14.3 Data Security
All Parties agree to implement all appropriate technical means to ensure the security of data.
NETILUM agrees to encrypt all protocols for access to Services.
Subject to Article 15 "Liability – Exceptional Circumstances – Force Majeure ", NETILUM is committed to preserving the integrity and confidentiality of data contained in the Solutions.
NETILUM agrees to provide appropriate technical and organizational measures to prevent unauthorized access and fraudulent use of data, and to prevent any loss, alteration or destruction of data.
15 - Liability – Exceptional Circumstances – Force Majeure
Each Party is responsible for the consequences of his, or of his subcontractors, mistakes, errors or omissions, causing direct damage to another Party.
Accordingly, NETILUM is not liable, under any circumstances, for Advertiser’s or third party’s indirect or unpredictable losses or damages, including in particular, any loss of profit, loss, inaccuracy or corruption of files or data, commercial prejudice, loss of revenue or benefits, loss of clients, loss of opportunity, cost of production of a product, service or a technology substitution in relation to or originating from the failure or improper performance of the Services.
In all cases, the amount of NETILUM’s responsibility is strictly limited to a refund of amounts actually paid by the Advertiser at the date of occurrence of the event giving rise to liability, and corresponding to the duration of the event.
NETILUM will not be held responsible for the accidental destruction of data by Advertisers or a third party accessing the AFFILAE software using identifiers or access codes given to the Advertisers.
NETILUM will not, in any event, be liable for any damages caused by an interruption or a reduction in service by the telecommunications operator, power supplier or in case of force majeure.
No Party shall be liable for any breach of its obligations under the Conditions of Use and Sale, if such failure is due to: a government decision, including any withdrawal or suspension of authorizations in whole or in part, a work strike internal or external to the business, a fire, natural disaster, state of war, total or partial interruption or blockage of telecommunications or electrical networks, acts of hacking or cracking, or any force majeure legally defined by law.
Any Party aware of such an event will promptly notify the other party of its inability to provide the agreed services. A suspension or delay of obligations shall in no way be a cause for liability for the non- execution of the obligation in question, or induce the payment of damages or penalties.
16 - Quality of Service
NETILUM agrees to operate the AFFILAE Site to allow optimal use under the conditions as defined in the General Conditions of Use and Sale.
The User declares to be informed of the lack of reliability of the Internet network, especially concerning:
Security in data transmission,
The obligation to protect its equipment and computer network with regularly updated anti–virus protection,
That performance in terms of volume and speed of data transmission is not guaranteed,
The fact that the continuity of access to the service is not guaranteed.
NETILUM agrees to implement effective controls to provide reasonable assurance that Users can access and use the Services concerned continuously for 99.9 % of the time.
In case of non-compliance of availability commitments during a month, the total net amount of penalties due for a month is capped at 10% of the monthly fee (excl.tax) of the Advertiser’s plan.
NETILUM agrees to make access and the use of Services secure, taking into account software and hardware protocols in accordance with current industry standards and practices in effect.
NETILUM agrees to implement effective controls:
To protect against unauthorized physical and electronic access to its operating systems and Services and to the User’s confidential information,
To provide reasonable assurance that access to data is limited to authorized personnel and that their confidential information is protected against any manipulation not in accordance with their use.
NETILUM agrees to implement effective controls to provide reasonable assurance that the Services available to Users treat entrusted data without risk of omission, alteration, distortion or any other form of anomaly that may undermine the integrity of the results from these Services and declares these controls in compliance with the applicable legal regulations.
16.5 Technical Support
The contact information for Technical Support is supplied to the User when subscribing to the services.
Technical support is always available by email 24/7, 365 days a year.
Advertisers who subscribe to the telephone support option can contact the Technical service Monday to Friday from 10:00 to 18:00 (UTC +1).
NETILUM assures corrective maintenance for the Solutions.
The Service may be suspended occasionally to perform maintenance necessary for the proper functioning of the Services.
NETILUM undertakes to conduct maintenance in order of critical importance as defined by NETILUM, and deploy updates during non-peak periods of activity ( 22:00 - 08:00 UTC+1).
In case of a report of a blocking anomaly in the systems or Services, NETILUM undertakes to deal with the report as soon as possible and will work to correct the anomaly as quickly as possible.
NETILUM is not responsible for maintenance in the following cases:
Advertiser’s refusal to cooperate with NETILUM in resolving anomalies, in particular answering questions and requests for information;
Using the Application Services in a manner inconsistent with their purpose or their documentation;
Unauthorized modification of the Solutions by Advertisers or third parties;
Failure of the Advertiser to meet its obligations under the Contract;
Installation of any software, operating systems or applications that are not compatible with the AFFILAE Services application;
Failure of electronic communication networks;
Voluntary acts of degradation, vandalism, sabotage;
Damage due to force majeure or misuse of the Application Services.
16.7 Data backups
NETILUM is committed to safeguarding all data provided by Users, under the following conditions: daily backups with 7 days retention of data and weekly backups with 2 months retention of data.
17 - Confidentiality and Nondisclosure
Each Party undertakes to keep confidential all information it receives from the other Party, and in particular, not to disclose confidential information of the other Party to any third party other than employees or agents on a need to know basis, and to only use confidential information of the other Party in order to exercise its rights and fulfill its obligations under the Contract.
The Parties' obligations with respect to confidential information shall remain in force throughout the duration of this Agreement and all information disclosed by the Parties will remain confidential for a period of five years after the termination of the Contract.
Each Party shall return all copies of documents and materials containing confidential information of the other Party at the end of the contract, regardless of the cause of termination.
The Parties also undertake to assure their staff, and any agent or third party that may intervene for any reason whatsoever under this Agreement, comply with these provisions.
18 - Jurisdiction
In the event any dispute arises out of this Agreement or any of the transactions contemplated by this Agreement, each party irrevocably submits to the exclusive jurisdiction of the courts of La Rochelle, France. In the event that any provision of the General Conditions of Use and Sale is deemed or declared illegal or unwritten by judicial decision, the other provisions of the General Conditions of Use and Sale remain in force.