The Present Terms of Sale and Terms of Service (ToS) are agreed upon by:
The NETILUM Company, a limited liability company (LLC; Société à Responsabilité Limitée, SARL) with capital of 10,000€, with headquarters at 9 Rue André Darbon, 33000 Bordeaux, France, registered in the Bordeaux Trade and Companies Register under number 750,845,208, hereinafter called “NETILUM,”
And any and all natural or legal persons that use AFFILAE services or connect to the website affilae.com, hereinafter called by the terms “Advertiser,” “User,” or “Affiliate.”
NETILUM created and developed the affiliate marketing software: AFFILAE (https://affilae.com).
The use of AFFILAE services by the User entails full acceptance of the present ToS. NETILUM reserves the right to make modifications to the present ToS without notice, said revised modifications being applicable immediately upon launch thereof.
The present ToS shall apply with priority over any and all other documents, such as catalogs, prospectuses, etc., issued by NETILUM, which have illustrative value only. Any and all inconsistent documentation shall be non-binding on the part of NETILUM unless expressly accepted in advance.
In the event that NETILUM waives its right to invoke a condition of the present ToS, said waiver cannot be interpreted as a waiver of its right to invoke that same condition at a later date.
The terms defined hereinafter have the following meanings in the context of the present ToS:
Affiliate Marketing Software: SaaS (Software as a Service)-type software, property of NETILUM, permitting the definition, registration, and circulation of Affiliate Programs on behalf of an Advertiser and accessible via the AFFILAE site (https://affilae.com).
Advertiser: Any person who publishes online content or services to market products and services via Internet and who sponsors a campaign through an Affiliate Program.
Affiliate: Any person who publishes online content or services and prescribing the products and services of an Advertiser by applying to Affiliate Programs, and who disseminates advertisements or creates affiliate partnership links with advertisers.
User: Any physical or legal person who uses AFFILAE software in the capacity of an Advertiser or Affiliate.
Affiliate Program: Advertiser’s Campaign with the goal of increasing sales and/or of acquiring new clients, in which Campaign he/she defines the conditions and the terms of commissioning of Affiliates.
Parties: Physical or legal persons who have accepted the Present Terms and Conditions.
The Present Terms and Conditions: Refers to the sum total of the terms of this document, as an agreement between the parties.
GDPR: Refers to the General Data Protection Regulation 2016/679.
NETILUM acts only as an intermediary, handling the functionalities of the Affiliate Marketing Software that allows the Affiliate and the Advertiser to enter into a relationship in the context of an Affiliate Program.
Thus, the Affiliate and the Advertiser recognize that NETILUM will not intervene in any manner in their relationship. The definition, uploading, and the operation of the Advertisers’ Affiliate Programs, as well as any and all possible modifications and interruptions thereof, remain the exclusive responsibility of the Affiliate and of the Advertiser.
NETILUM commits to securing access and use of the services accessible via the Affiliate Marketing Software, taking protocols into account, in accordance with prevailing practice.
NETILUM commits to establishing effective control procedures to protect against unauthorized physical and electronic access to its operating systems and its services, as well as to the confidential information of Users, in order to provide reasonable assurance that access to the latter’s data will be limited to authorized persons and that their confidential information will be protected against any and all improper use.
NETILUM commits to establishing effective control procedures to process the data entrusted to it without risk of omission, alteration, distortion, or other types of anomalies that may damage the integrity of the results from these services.
Regarding banking data, NETILUM commits to ensuring that this data is encrypted and transmitted in a fully secure environment to its financial partners.
The User who wishes to access the NETILUM service must fill out the membership form, of which all fields are required, and check the box stating, “I accept the Affilae Terms of Service and Terms of Sale.” The enrolment confirmation entails unconditional acceptance of the Present Terms.
Membership becomes definitive when NETILUM provides a username and an access code to the User, allowing the latter to access his/her personal space.
The User commits to providing accurate information and to keeping his/her information up to date on his/her personal space. He/she affirms that he/she holds the administrative authorizations required for the practice of his/her business activity.
The User commits to taking all necessary measures to keep his/her access code secret and not to disclose it to any third parties in any manner whatsoever. Furthermore, he/she is entirely responsible for the use of his/her access code.
The amount and payment methods of commissions payable from the Advertiser to the Affiliate are defined by the Advertiser in the Affiliate Marketing Program.
The Affiliate Marketing Software records each visit to the Advertiser’s site, as well as each conversion performed by web users. It is agreed between the parties that the records made by the Affiliate Marketing Software are evidence of the visits and conversion transactions in execution of the Affiliate Marketing Program.
NETILUM provides the records made by the software, which thus determines the amount of payments due to the Affiliate by the Advertiser, to the Affiliates and the Advertisers.
The parties recognize that the results determined by the Software are actionable.
Membership in the Affiliate marketing Software is enacted without any time commitment. It continues until the Affiliate deletes his/her profile directly in his/her personal space. This deletion takes effect immediately and proscribes any and all pursuit or maintenance of the services offered by NETILUM.
Affiliate registration is free.
The Affiliate, equipped with his/her username and access code, may access his/her management interface in order to participate in Affiliate Marketing Programs. The Affiliate is free to apply to various disseminated Affiliate Marketing Programs.
By subscribing to the Affiliate marketing Program offered by the Advertiser, the Affiliate agrees without reservation to the terms of the Affiliation, in particular the amounts and methods of payment of commissions set by the Advertiser.
Any and all modification to the content of the site and/or to the nature of the services offered by the Affiliate must be brought to the attention of the Advertisers offering their Affiliate Marketing Program(s). The latter reserve the right from that time forward to refuse to continue a relationship with the modified site(s).
The affiliate commits to providing accurate information to AFFILAE and to the Advertiser regarding his/her methods of dissemination and to keeping the information appearing on his/her “Profile” up to date.
The Affiliate authorizes NETILUM to place his/her site into one or more of the categories defined by NETILUM and to transmit a list of Affiliate sites geared to the categories requested by an Advertiser.
In the context of the Advertiser’s Affiliate Marketing Program, the Affiliate will refrain from using any visuals other than those provided by the Advertiser without the express consent of the latter. He/she also commits to refraining from placing the Advertiser’s site link on any sites other than those declared on the platform.
For the entire duration of his/her membership in the Affiliate Marketing Software, the Affiliate agrees that all promotional materials used will be free of any legally objectionable content. In particular, he/she commits:
– To respecting public order and good morals;
– To respecting regulations with regard to the collection and use of personal data.
– To respecting regulations with regard to the dissemination of advertisements and publicity content
In addition, the Affiliate declares and guarantees that he/she:
– is fully authorized to subscribe to the Affiliate Marketing Software
– has satisfactorily completed all administrative procedures and holds all necessary authorizations required for the practice of his/her business activity
– has knowledge of and is acting in accordance with any and all tax, accounting, and reporting obligations that may be incumbent upon him/her
In addition, the affiliates will also improve the following measures regarding the new GDPR (General Data Protection Regulation) regulations.
AFFILAE and the Affiliate must satisfy the requirements of the Law regarding data protection. If necessary, each party must collaborate together in compliance with the new regulations regarding personal data protection.
Each Affiliate must implement all appropriate technical and legal measures in order to guarantee an adequate level of security with regard to personal data that is collected, stored, and/or transmitted, as well as to the risks inherent in these processes, such as loss, theft, and deletion of said data.
As in general, one must ensure compliance with current regulations regarding the data protection and security of the advertisers whom they promote.
The Affiliate commits to obtaining the prior, free, unequivocal, revocable consent of web users regarding AFFILAE tracking (placement of cookies).
The Affiliate agrees not to transmit the Advertiser’s personal data without the latter’s agreement.
The Affiliate may give authorization to NETILUM, under the provisions of Articles 1984 et seq. of the Civil Code, to act in his/her name and on his/her behalf for the purpose of amicable recovery of commissions from the Advertisers.
In this case, he/she will also authorize NETILUM to receive payment of all commissions due on his/her behalf and will authorize NETILUM to carry out any and all useful and necessary actions in order to obtain recovery of his/her commissions, to deposit all sums of money, to coordinate all payment schedules, and to effect all necessary amicable procedures.
An authorization in accordance with legal provisions shall be sent by the Affiliate to NETILUM, specifying the details of commissions due.
Any payment, even partial, made by the Advertiser to NETILUM requires NETILUM to notify the Affiliate by any appropriate means within 8 days and to pay the latter within a period of 30 days end of month from the effective date of deposit.
The affiliate authorizes NETILUM to deduct its fees and charges directly from the recovered commissions, if applicable.
Membership allows access to the Affiliate Marketing Software for a period of one (1) month from confirmation of membership.
The Advertiser’s commitment shall subsequently be renewed automatically for new periods of one (1) month, in the absence of termination of the membership carried out by the Advertiser in his/her personal space. The Advertiser’s termination of membership ends the membership as of the start of the following contract term.
This termination forbids any pursuit or maintenance of services offered by NETILUM.
The Advertiser enjoys a free trial period of 30 days from initial registration on the Affiliate Marketing Software. Beyond this trial period, there is a fee for Affiliate Marketing Software membership.
The Advertiser subscribes to one of the services offered by NETILUM on its website on the day he/she joins. Upon expiration of the trial period, the Advertiser proceeds with payment of the service to which he/she has subscribed. The payment takes place directly online by bank card via a secure network.
NETILUM reserves the right to change the pricing of packages at any time. However, any and all orders are billed at the prevailing price as of the day of the order.
The Advertiser’s commitment is billed at the beginning of the month, under any and all circumstances.
The bills are payable in advance, within 15 days of the date of issue, via the method of payment selected by the Advertiser upon initiating membership. The billing address is that of the Advertiser’s headquarters.
Services not included in the Affiliate Marketing Software are excluded from the subscription bill and will be billed separately.
In the event of non-payment by the due date, penalties shall be applied, which shall be equal to the interest rate of the Central European Bank in its most recent refinancing operation, augmented by 10 percentage points, starting from the day following the settlement date appearing on the bill, or, failing that, from the 31st day following the date of the end of the execution of the provision of service.
Late penalties are payable without any reminder required.
Pursuant to Article D. 441-5 of the Code of Commerce, in the event of a delay in payment, the debtor shall be fully liable to the creditor, aside from the lateness penalties already provided for under the law, for a lump sum of 40 euros for collection fees.
The failure to pay a bill causes the outstanding amount billed to be immediately due to NETILUM. Therefore, NETILUM reserves the right to deactivate any Advertiser account that falls into a state of non-payment.
No reimbursement or credit can be granted by NETILUM on the amount of current, payable subscriptions.
The Advertiser shall define his/her Affiliate Marketing Program on his/her personal space and is responsible for the design, uploading, and termination thereof. He/she sets the amount of the commissions to be paid to the Affiliate and the methods of payment.
The uploading of the Affiliate Marketing Program takes effect as of the validation carried out by the Advertiser.
NETILUM reserves the right to access the Advertiser’s personal space for the purpose of verifying its proper functioning, as well as the validity and in particular the conformity of the present terms with the information transmitted by the Affiliate Marketing Program.
Any and all modifications of the Advertiser’s site, its hosting arrangement, or any other matter might be brought to the attention of NETILUM.
The Advertiser commits to actively collaborating with NETILUM, in particular by providing all of the information and all of the elements necessary for the use of the Affiliate Marketing Program.
The Advertisers alone are responsible for the content and the functionality of their Affiliate Marketing Program and guarantees that neither NETILUM nor any entity affiliated with NETILUM shall be subject to any claims or legal actions undertaken in relation to the Affiliate Marketing Program.
In particular, the Advertiser affirms that he/she holds all intellectual and industrial property rights to the elements circulated and commits to ensuring that the content of his/her Affiliate Marketing Program complies with prevailing legislation.
The Advertiser authorizes NETILUM to reproduce its brand on any and all written, visual, electronic, or auditory media that are strictly necessary in order to carry out the service.
The Advertiser is required to pay all sums due to the Affiliates and to NETILUM.
The Advertiser must take appropriate measures and agrees not to collect personal data as defined under the GDPR, such as mailing addresses, email addresses, first and last names, and telephone numbers, on AFFILAE interfaces.
The User may connect to the AFFILAE website (https://affilae.com) 24 hours a day, 7 days a week, including on Sundays and legal holidays, with the assistance of the NETILUM technical support teams under the conditions described hereinbelow, all of the preceding with the exception of maintenance periods.
NETILUM grants the User the personal, non-exclusive, non-assignable, non-transferable right to use of the services, throughout the duration of the membership, anywhere in the world.
The right to use is understood as the right to represent and to implement the app services in accordance with the destination thereof, in SaaS mode, through an Internet connection.
The User may use the services of the Affiliate Marketing Software only in agreement with the subject of the present ToS and the documentation thereof.
The personal information collected by NETILUM shall not be the subject of any transmission to its partners or to any entity whatsoever. The website https://affilae.com has been the subject of a report made to the French National Commission on Informatics and Liberty (CNIL Declaration no. 1587202).
It is noted that the User has a right to access and to correct his/her personal data. This right may be exercised via postal or electronic mail addressed to NETILUM.
NETILUM commits to informing the User of the location of the Data, and more generally, to communicate all of the relevant and necessary information to carry out the reporting.
Moreover, if the data transmitted by the User to NETILUM for use include data of a personal nature, the User assures NETILUM that he/she has personally undertaken all of the obligations incumbent upon him/her under the law of January 6, 1978, known as “Informatics and Liberties,” and under the GDPR, and that he/she has informed the physical persons in question of the use that is made of the aforementioned personal data.
For this reason, the User guarantees NETILUM against any and all potential claims or legal recourse initiated by a third party.
AFFILAE commits to immediately informing the Advertiser as soon as it becomes aware of a breach of Data of a personal nature, and to providing sufficient information to the Advertiser in order that he/she may fulfill all of his/her obligations according to which he/she is required to notify or to communicate to the Persons in question of the existence of a data breach on the network, in virtue of the Regulations regarding data protection or in relation thereto.
NETILUM commits to encrypting the full range of Affiliate Software access protocols.
NETILUM commits to preserving the integrity and the confidentiality of saved data and to implement technical and organizational methods of such a nature as to prevent any and all fraudulent access or use of said data, as well as to prevent all losses, thefts, alterations and destructions, including, if warranted by the situation, the measures mentioned in Article 32(1.) of the GDPR.
NETILUM commits to maintaining an optimal functionality of its website so that the User can access and use the services in question on a continuous basis. This obligation borne by NETILUM being one of means, the service may be suspended occasionally for the purpose of maintenance work necessary to the proper functionality of the services.
The User’s attention is directed to the risks of unreliability inherent in the Internet, particularly as regards the security of data transmission, the continuity of access to service, and performance in terms of volume and speed of transmission.
The User’s attention is also directed to the necessity of protecting his/her hardware and/or computing network with regularly updated anti-virus protection.
NETILUM commits to undertake corrective maintenance in order to respond to malfunctions of its site, expeditiously and in order of severity. Upgrades will be rolled out during off-peak hours (between 10 p.m. and 8 a.m. GMT+1).
Nevertheless, NETILUM shall not be obligated to ensure the maintenance of its website in the following cases:
– Refusal by the Advertiser to collaborate with NETILUM in the resolution of anomalies,
– Use of the services in a manner inconsistent with their intended use or their documentation,
– Unauthorized modification of solutions by the User, in particular by installation of any and all software packages, software programs, or operating systems,
– Failure on the part of the User to meet his/her obligations under the present Terms,
– Breakdown of electronic communications networks outside of NETILUM;
NETILUM is committed to backing up the data provided by the User, in the context of continuously performed back-ups and in accordance with data protection regulations.
Technical support is available to the User, who shall be reachable by email (firstname.lastname@example.org) or by phone, if subscribed to the phone support option.
In that event, technical support can be reached Monday through Friday from 9 a.m. to 6 p.m. (GMT+1), except for legal holidays.
NETILUM is the bearer of the property rights related to all elements of the Affiliate Marketing Software and of the services made available to the User, as well as, more generally, of the computing infrastructure (software and hardware) implemented or developed in the context of the Present Terms.
NETILUM is also the owner of the AFFILAE brand, registered and trademarked with the French National Industrial Property Institute.
No industrial or intellectual property rights are granted to the User. The temporary provision of the solutions in under the conditions provided for by the Present Terms cannot be construed as the transfer of any intellectual property right whatsoever to the User, under the French Code of Intellectual and Industrial Property.
The User shall refrain from copying any element of the software or the brand, or any documentation regarding it, through any means, in any form, and on any medium whatsoever. He/she shall refrain from copying, modifying, distributing, selling, or renting any portion of the services and software involved, as well as from analyzing or seeking to extract the source code of that software.
Any reproduction or use, total or partial, of the elements of the service, of the software, or of the brand, as well as any provision to a third party of all or part of the site, shall constitute a violation of regulations with regard to intellectual and industrial property and shall be subject to legal action.
However, NETILUM reserves the right to reject any membership request from a User, with no requirement to justify its decision, the foregoing with neither possibility of appeal nor compensation of any nature whatsoever.
Failure to respect any one of the provisions of the Present Terms shall lead to the User’s expulsion from the Affiliate Marketing Software.
In addition, NETILUM reserves the right to suspend or retire all or a portion of an Affiliate Marketing Program whose content could damage its image or integrity, as well as in the case of any infraction of a prevailing legal or legislative measure, the foregoing with neither possibility of appeal nor compensation of any nature whatsoever.
The present contract may be terminated ipso jure by one or the other of the parties in the event of failure on the part of the other party to complete one of its obligations, three days after formal notice is given via certified mail, return receipt requested, to the delinquent party.
Each of the Parties assumes the responsibility for the consequences resulting from its mistakes, errors, or omissions, as well as from the mistakes, errors, or omissions of any subcontractors. In addition, each Party is solely responsible for its relationship with its end clients.
The User is solely responsible for the quality, legality, and pertinence of the data and content that it transmits for the purpose of use by NETILUM. As a result, NETILUM disclaims any liability in the event of non-compliance of data and/or content with laws and regulations, to public order, or to the needs of the User.
More generally, the User is solely responsible for the content and messages circulated and/or downloaded via the AFFILAE Affiliate Marketing Software. The User remains the sole owner of the data constituting the content of AFFILAE services.
NETILUM shall not be held liable for the loss or accidental destruction of data resulting from poor use of the Affiliate Marketing Software by the User or by a third party having accessed the software with usernames provided to the User.
NETILUM shall in no case be held liable for any damages in the event of harm caused by an interruption or reduction of service by the telecommunications company or the electric utility, or in the event of force majeure.
In any event, in its relationship with the Advertiser, the amount of money for which NETILUM is responsible is strictly limited to the sums effectively paid in accordance with the membership by the Advertiser, as of the date of occurrence of the event giving rise to a claim.
The termination of the present contract shall entail the following consequences:
– The User shall immediately pay all remaining sums due to NETILUM under the present contract,
– NETILUM shall immediately provide all of the User’s documentation to the User. NETILUM shall cease to use all elements provided by the User and shall delete his/her account and the ongoing Affiliate Marketing Programs.
Each of the Parties shall commit to keeping confidential all of the information that it shall receive from the other party, shall commit not to divulging it, and shall commit to use it only for the purpose of exercising its rights and fulfilling its obligations. Moreover, the Parties agree to ensure that these provisions are respected by their staff and by any employee or third party who may be involved in any manner whatsoever.
This confidentiality obligation shall remain in effect for the entire duration of the User’s membership and for a period of five years following that period.
The present contract is governed by French law.
It has been drawn up in the French language. In the event of contradiction or divergence between the French version and any version in any other language, the provisions of the French version shall prevail.
Any dispute regarding the interpretation, execution, or termination of the present contract, or of its repercussions and consequences, that cannot be amicably resolved between the parties, shall be submitted to the Court of Commerce of BORDEAUX, to which the parties assign competence, even in the event of multiple defendants or the introduction of third parties.