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Terms & Conditions.

Affiliate Terms & Conditions.

Terms and conditions of participation in Webydo Affiliates program.

Background and general terms

Webydo Inc Ltd. (together with its subsidiaries or of other affiliates, “Webydo”, “we” “our” “us” and similar derivatives) owns and operates a SaaS platform available at www.webydo.com (the “Platform” and the “Website”, respectively).  The Platform enables web designers who are using it (“Designers”) to create and manage websites for themselves or third parties without writing code, with a built-in CMS and other related features.

In order to offer Paid Subscription Plans (as defined below), Webydo established a program that encourages Affiliates (as defined below) to introduce Webydo and the Platform to Designers in order to induce them to purchase one or more Paid Subscription Plans (the “Affiliates Program”).  Any Affiliate who wishes to participate in the Affiliates Program and to refer Designers under the terms and conditions of the Affiliates Program (“Affiliate”, “you”, “your” and similar derivatives) should read carefully the following terms and conditions of participating in the Affiliates Program (these “Affiliates Program Terms”) and if the terms, conditions and policies contained in these Affiliates Program Terms are acceptable to you, please submit the Registration Form (as defined below) to which theses Affiliates Program Terms are attached and follow the instructions you receive so that you will be duly registered as an  Affiliate.

These Affiliates Program Terms incorporate by reference and are deemed to include as an integral part thereof both the general Terms of Service of the Website (https://www.webydo.com/terms.html) (“Webydo Terms of Service”) and Webydo's Privacy Policy (https://www.webydo.com/policy.html) (the “Privacy Policy”).  Any reference herein to these Affiliates Program Terms shall be deemed to include also the Webydo Terms of Service and Privacy Policy (whether or not they are specifically referenced herein)

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BY SUBMITTING THE REGISTRATION FORM YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL THE TERMS, CONDITIONS AND POLICIES OF THESE AFFILIATES PROGRAM TERMS, INCLUDING WEBYDO TERMS OF SERVICE AND PRIVACY POLICY INCLUDING ANY FUTURE MODIFICATIONS OR UPDATES TO THE FOREGOING.

1. Definitions 

1.1. As used herein, the following terms shall have the following meaning:

a) “Ad” means any advertisement, notice or teaser in the form of anchor text, banners, button links, text links, or other graphic means that Webydo may make available from time to time to Affiliate for the purpose of linking from the Affiliate Site to Webydo Site.

b) “Affiliate Agent” has the meaning given to it in Section 11.4 hereof.

c) “Affiliate Commission” or “Commission” or "fee" means commission that Webydo should pay according to this contract and as described in Appendix A that is payable to Affiliate in accordance with the Affiliate Commission Plan in the amount based on performance measured by and displayed on the Affiliate Console, provided and to the extent the amount of such commission is approved by Webydo.

d) “Affiliate Commission Plan” means an Affiliate compensation plan as described in Appendix A establishing the amounts, guidelines and milestones based on which Affiliate will be compensated for Qualifying Referred Users referred by him, her or it pursuant to the Affiliates Program.

e) “Affiliate Console” means a dedicated online interface made available by Webydo to Affiliates, through which the Affiliates may monitor, track, measure and manage their participation in and performance under the Affiliates Program.

f) “Affiliate Site” means one or more websites owned, controlled or used by an Affiliate, on which such Affiliate will place its links to Webydo Site.

g) "CAN-SPAM Act” has the meaning given to it in Section 4.1 hereof.

h) “Confidential Information” has the meaning given to it in Section 10.1 hereof.

i) "Conversion Objectives” means such objectives laid down by Webydo, in its sole discretion, for determining rates of Referred Users' successful conversion into Qualifying Referred Users, all as shall be specified from time to time in the Affiliate Console.

j) “COPPA” has the meaning given to it in Section 4.1 hereof.

k) “Electronic Transmission Means”, “Electronic Transmission” has the meaning given to it in Section 4.1 hereof.

l) “Fraudulent Traffic” means any traffic or sales originating from the Affiliate Sites and/or via Affiliate’s activity through illegal means or in bad faith or with the intent to defraud Webydo, regardless of whether or not it actually causes harm to Webydo.  Fraudulent Traffic includes, but is not limited to, false advertising, spam, sales made using stolen credit cards, collusion, manipulation of the service, system or promotions, offers to share the Affiliate Commission, directly or indirectly, with Users, and any other unauthorized use of any third-party accounts, copyrights or trademarks.

m) “Intellectual Property Rights” all intellectual property rights in the ownership or licensed to Webydo, including copyrights; moral rights, patents, patent applications and other patent rights; trademarks, service marks, trade names and service names; design rights; rights in or relating to databases; rights in or relating to Confidential Information; trade secrets; rights in relation to domain names, and any other intellectual property rights worldwide, all renewals and extensions thereof, regardless of whether such rights arise under the laws of the state of Israel, the United States or any other state, country or jurisdiction, whether or not registered or perfected.

n) “License” has the meaning given to it in Section 3.3 hereof.

o) “Paid Subscription Plans” means paid subscription plans offered by Webydo for the first time within 60 days of the user's visit to the Webydo Site, who is over 18 years old, enters a valid credit card or valid PayPal account details,on the Webydo Site, as may be updated or modified from time to time by Webydo, in its sole discretion.  A paid plan that: (i) was either cancelled or revoked by Webydo within thirty (30) calendar days from the day it was purchased; or (ii) was refunded in accordance with Webydo's refund policies in effect at such time or under any applicable law; or (iii) was not duly and fully paid by Qualifying Referred Users, will not be considered as a Paid Subscriptions Plan.

p) “Promotional Incentives” means such discounts, rebates, kickbacks or other benefits that Webydo may apply to certain offerings of Paid Subscriptions Plans, excluding, however, any individual promotional coupons or offers provided to Referred Users.

q) “Qualifying Referred User” means a Referred User with respect to whom the applicable Conversion Objectives have been attained within ninety (90) days of such user having first become a Referred User as set forth herein.

r) “Referred User” means a user who registered an account on Webydo Site for the first time, through the Affiliate’s Tracking Links from the Affiliate Site, email, or other communications.

s) “Registration Form” means the registration form submitted by an Affiliate to participate in the Affiliates Program, as contained in the Webydo Site.

t) “Restricted Contents” has the meaning given to it in Section 2.3 hereof.

u) “SPAM” means electronic junk mail, junk newsgroup posting as well as any unsolicited Electronic.

v) "Placements"

means (i) graphical links, text links, logos and other promotions that are offered by Webydo now or in the future that link directly from the Affiliate's Web Site to the Webydo Site and (ii) other email and other promotions that are offered by you now or in the future and link directly to the Webydo Site.

w) "Affiliate-Fee"

means fees paid to you for each New Customer who comes to the Webydo Site by way of a Placement on the Affiliate's Web Site who is not already a Member and will purchase a plan within 90 days from the day he register.

 Transmissions, including any of the following:

i. Sending, initiating or procure the sending of any Electronic Transmission to any person who has either not explicitly requested to receive such messages (or has explicitly requested to receive no further Electronic Transmissions) specifically from Affiliate, including for the purposes of sending unsolicited bulk Electronic Transmissions, executing any “mass mailings” or “email blasts”, or for the purpose of spamming any public forum, including any blog, message board, classified listings, auction sites, altnet, newsnet, newsgroups, or similar service.

ii. Employing any false or deceptive information regarding Affiliate’s identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Affiliate identity, and the intent, subject, and origin of the Email.

iii. Failing to (A) include clear, valid, and conspicuously displayed “From” and “Subject” lines in the Email, (B) include a functioning return address (or hyperlink) in any Electronic Transmission Means that enables the recipient to submit a request to receive no further messages from Affiliate (“Unsubscribe Request”) for no less than thirty (30) days from the date the Electronic Transmission was sent; or (iii) honor any Unsubscribe Request within ten (10) days of receipt of such Unsubscribe Request by Affiliate.

iv. Exploiting documented or undocumented security holes on any client or server machine.

v. Obtaining email addresses via automated means or send any Electronic Transmissions to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.

vi. Employing any fraudulent, deceptive, false or misleading information in connection with any Electronic Transmission Means.

vii. Sending any commercial marketing Electronic Transmissions or promotion to, or collect any personally identifiable information from, any person who is under eighteen (18) years of age.

viii. “Sponsored Link” means a link offered, created, or displayed for a fee (whether on a “cost-per-click” basis, commission, or any other commercial arrangement) by any Internet search engine, portal, sponsored advertising service or other search or other referral service which uses search terms or keywords to identify, draw attention to, or direct internet traffic to an internet site.

ix. “Term” has the meaning given to it in Section 9.1 hereof.

x. “Tracking Link means a specific unique code that Webydo will provide Affiliate to track the traffic and identify Referred Users.  This Tracking Link will be a “tagged” URL link to be used by Affiliate in creating links to Webydo Site.  Webydo tracks its Designers by cookies, which shall expire within ninety (90) days, unless otherwise agreed between Webydo and the Affiliate.  If any users do not have cookies for any reason whatsoever (including as a result of expiration thereof), such users will not be considered as Referred User of the Affiliate.

xi. “Unsubscribe Request” has the meaning ascribed to it in Section 4.3.4 herein.

xii. “User” means both Referred Users and Qualifying Referred Users.

(aa) “Webydo Marks” means, without limitations, Webydo trademarks, service marks, trade dress, trade names, corporate name, logos and any other distinctive brand features used in or related to Webydo’s business.

(bb) “Webydo Site” means http://webydo.com and/or any other website as may be added by the Company, in its sole and absolute discretion, from time to time.

1.2. Other terms defined under “Background and General Terms” shall have the meanings given to them  therein.

1.3. In these Affiliates Program Terms, the singular includes the plural and vice versa; a reference to one gender or the neutral form shall include the other gender or the neutral form; the terms “herein”, “hereof”, “hereunder” and words of similar import shall denote references to these Affiliates Program Terms as a whole and not to particular Section or paragraph; and the term “including” shall denote “including, without limitation”.

2. JOINING THE PROGRAM

2.1. To begin the application process, Affiliate shall submit a complete Registration Form via Webydo Site.  Webydo will evaluate Affiliate’s request and may notify him, her or it of its acceptance or rejection (all in Webydo's sole discretion) within thirty (30) business days.  Unless Affiliate received a clear written notice from Webydo confirming his acceptance and participation in the Affiliates Program, Affiliate shall not be deemed to be part of the Affiliates Program.

2.2. Webydo may reject Affiliate's Registration Form for any reason whatsoever.  If Webydo accepts Affiliate's Registration Form and subsequently the Affiliate Site or any activity carried out by Affiliate is determined (in Webydo’s sole discretion) to be unsuitable for the Affiliates Program, Webydo may terminate forthwith the Affiliate’s participation in the Affiliates Program at any time.

2.3. Unsuitable Affiliate Sites or activities may include, but not be limited to, sites containing or activities related to illegal, offensive, abusive, infringing content, or which incorporate images or content that is, in any way, unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, including sites or activities that: promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporate any materials which infringe or assist others to infringe on any copyright, advertising brand keywords and impersonate as the brand, or include "Webydo" any other trademark of Webydo or its affiliates, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com", ".net", ".uk", etc.) -- for example, a URL such as "Webydo.mydomain.com", "Webydo.com" or "Webydopsychics.net" would be unsuitabletrademark or other intellectual property rights of any third party (collectively, “Restricted Contents”).

2.4. A rejection of an Affiliate's application by Webydo shall not derogate from Affiliate’s right to reapply to the Affiliates Program subsequent to the time of rejection, in which case the above provisions shall mutatis mutandis apply to such reapplication process.

3. TRACKING LINKS AND ADS

3.1. In order to accurately monitor, track, measure and manage Affiliate's performance under the Affiliates Program, Webydo will provide Affiliate with a specific Tracking Link.  Affiliate is obligated to ensure that the link between its Affiliate Site and Webydo Site is functioning properly and processing the Tracking Links.

3.2. Affiliate may not alter, modify or change any of the Tracking Link.  Webydo will not be held liable to Affiliate with respect to any failure by Affiliate to use such Tracking Links.  Webydo will not be responsible for errors which may occur in the tracking of transactions if Affiliate has made or caused any such modification to the Tracking Link.  For clarity purposes, Affiliate will use the Tracking Link only for the purposes of the Affiliates Program.  Any other use of the Tracking Link will be considered void, and subject to Webydo sole discretion, shall be deemed as a breach of these Affiliates Program Terms and will not entitle Affiliate to any Commission, which is based on such unauthorized use.

3.3. Webydo hereby grants Affiliate with a revocable, non-exclusive, non-transferable, limited license to use the Webydo Marks contained in the Ads provided to Affiliate by Webydo for the sole purpose of the Affiliates Program in accordance with these Affiliates Program Terms (the “License”).  Webydo will provide Affiliate with the necessary information to allow Affiliate to appropriately advertise on the Affiliate Site and direct users to Webydo Site.  Affiliate may not use any of the Webydo Marks in any manner other than as contained in the Ads.  Furthermore, Affiliate may not modify any of the Ads in any manner whatsoever.  The License shall automatically expire upon the expiration or termination of the Term without any further action required.

3.4. Affiliate shall display the Ads in an appropriate manner consistent with such Ads' main features and objectives, subject to other requirements Webydo may require, from time to time, including with respect to the use of Webydo Marks.

3.5. AFFILATE SHALL BEAR THE SOLE RESPONSIBILITY FOR THE CONTENT AND MANNER OF ITS MARKETING ACTIVITIES.  ALL MARKETING ACTIVITIES MUST BE PROFESSIONAL, PROPER AND LAWFUL AND IN STRICT COMPLIANCE WITH APPLICABLE LAWS AND REGULATIONS.

3.6. Webydo may at any time, without prior notice, require Affiliate to remove or modify any Ads, or replace components to such components that are suitable to Webydo, in Webydo’s sole discretion.

3.7. Webydo shall own all right, title and interest, including all Intellectual Property Rights, in and to the Webydo Site, the Affiliates Program and Webydo Marks.

3.8. You agree that within 30 days of the Effective Date of this Agreement, you will include Placements that link from Affiliate's Web Site to the Webydo Site.

3.9. You agree to link only to those specific web pages that Webydo designates in the Placements, and to use only the Placements provided for such purpose. You shall not modify or alter the Placements provided by Webydo in any way. You shall not "frame" or "mirror" any part of the Webydo Site without the prior written authorization of Webydo. You shall cooperate with Webydo in order to establish and maintain any Placements between the Webydo Site and Affiliate's Web Site. You shall not display any link or mark pertaining to Webydo, for use as a link or otherwise, other than the Placements that Webydo provides to you. If Webydo updates the Placements, you will replace the old Placements with the new ones within a 24-hour period. You agree that Webydo will be allowed to place an identifying tag in each Placement that will identify the origin of a user that arrives directly at the Webydo Site by clicking on the Placement. You acknowledge that, by participating in the Program and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on the Webydo Site.

4. ELECTRONIC TRANSMISSION MEANS

4.1. If Affiliate sends, or cause to be sent, any messages or communications by electronic means, including email and instant messages (“Electronic Transmission Means” or “Electronic Transmissions”) in connection, directly or indirectly, with these Affiliates Program Terms and/or the Affiliates Program, then Affiliate agrees, acknowledges, represents and warrants that all such Electronic Transmission Means shall be in full compliance with all applicable laws and regulations regarding the use of electronic messages, including the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”) and the Children’s Online Privacy Protection Act of 1998 (“COPPA”) and all other laws and regulations applicable to the Affiliate and Affiliate Site and including all U.S. federal and state laws and regulations and all European laws and directives and the Federal Trade Commission regulations.

4.2. Affiliate hereby acknowledges that Affiliate will not use SPAM in promoting Webydo.  Webydo maintains a Zero tolerance policy towards sending SPAM, including unsolicited commercial Electronic Transmission Means.  Violating this provision may result (without derogating from other remedies or measures available) in the immediate suspension or termination of Affiliate's participation in the Affiliates Program with a possible forfeiture or offset of any pending Commission, becoming subject to legal action and being held liable for any financial loss or other damages incurred by Webydo.

4.3. Affiliate may use Tracking Links within Electronic Transmission Means that Affiliate sends to registered users of the Affiliate Site.

5. WEBYDO MARKS

5.1. Unless otherwise is agreed in writing by Webydo, other than the use of Ads in connection with the Affiliates Program, in accordance with these Affiliate Program Terms, Affiliate is strictly prohibited to make use of Webydo Marks or advertise, in any manner whatsoever, any of Webydo's Paid Subscription Plans or any other offerings on behalf of Webydo, including directing links to the Webydo Site.

5.2. Affiliate shall not register, procure, or use any Internet domain name that includes any of the Webydo Marks or any variations thereof.

6. AFFILIATE COMMISSION

6.1. For every new Paid Subscription Plan purchased by a Qualifying Referred User through Affiliate’s Tracking Links and subject to the compliance of the Affiliate with the provisions of these Affiliates Program Terms, Affiliate shall be entitled to receive the Commission as described in Appendix A.

6.2. Notwithstanding Section 6.1 hereof, in the event that any Qualifying Referred User purchases a new Paid Subscription Plan through Affiliate’s Tracking Links, and such purchase is subject to Promotional Incentives, the Commission payable to Affiliate (if any) shall be subject to and reduced in accordance with the discount or other special benefits applicable to the Paid Subscriptions Plans under the Promotional Incentives. In any case affiliation will not offer a discount ads that are not approved by Webydo in writing. 

6.3. During the Term, Webydo shall keep track of any Referred User by attaching such Referred User a Tracking Link which shall be kept for a period of ninety (90) days, provided that such period is within the Term.  If within such period the Referred User has not been registered as a Qualifying Referred User (provided the conditions for his, her or its becoming Qualifying Referred Users have been met), then the Affiliate will not be entitled to any Affiliate Commission with respect to such Referred User, even if subsequently such Referred User may attain the applicable Conversion Objectives.

6.4. Webydo is entitled to grant additional rewards to any of its affiliates at Webydo’s sole discretion.

6.5. It is hereby clarified that Affiliate Commission are payable to an Affiliate only for a first purchase as described in Appendix A of Webydo Paid Subscriptions Plans made by a respective Qualifying Referred User. The Affiliate Commission shall not apply on any renewals, trial versions (if applicable), second purchase or otherwise, unless otherwise agreed between Webydo and the Affiliate.

7. AFFILIATE COMMISSION AND REPORTING

7.1. Webydo will generate periodic reports summarizing the sales activity of the Qualifying Referred Users as relevant and necessary for purposes of calculating each Affiliate’s Commission as described in Appendix A, which will be available to Affiliates upon request.  The form, content and frequency of the reports shall be determined by Webydo in its sole discretion as may be updated from time to time.

7.2. Affiliate Commission will be payable within fortyfive (45) days following the end of each calendar month.

7.3. Subject to the successful automatic tracking of Tracking Links by Webydo's unique affiliation system, Webydo will pay the Affiliate Commission.  It is hereby clarified, that in the event Webydo is not be able to track the Tracking Links, for reasons that are not depended on Webydo, Webydo shall not be obligated to pay Affiliates Commission.

7.4. All payments of the Affiliate Commission will be due and payable in United States Dollars only, except as otherwise determined by Webydo in its sole discretion.  Payment will be made to Affiliate, through PayPal or any other method chosen by Webydo, in its sole discretion.  Affiliate is responsible to provide Webydo with full and accurate details as required for it to remit the Affiliate Commission, and shall be solely liable for any delay in payment resulting from its failure to duly and timely provide Webydo with such details.

7.5. In the event of any activity deemed suspicious by Webydo, at Webydo's determination in its sole discretion, Webydo may delay payment of the Commission for up to one hundred and twenty (120) days to verify the relevant transactions and in the event that Webydo determines the activity to constitute Fraudulent Traffic, it shall recalculate or withhold the Commission accordingly and in its sole discretion and to deduct any amount from future Commission to be paid to Affiliate.  In addition, in the event an Affiliate has been paid Commission for Fraudulent Traffic, Affiliate shall reimburse Webydo on such Fraudulent Traffic Commission that was paid to Affiliate.  It is hereby clarified that in any event that Webydo shall determine that Affiliate is involved, directly or indirectly, in any fraudulent, deceptive, manipulative or otherwise illegal activity connected to Webydo, including without limitation to the Webydo Site, Tracking Links and/or Users, Webydo shall have the right, in addition to any other right or remedy available to it under these Affiliates Program Terms or applicable law, to render the Tracking Links assigned to such Affiliate inoperative, and immediately block Affiliate access to the Affiliates Program, with no compensation to Affiliate. Affiliate hereby irrevocably waives any claim or demand against Webydo, its directors, officers, shareholders, employees, agents or affiliates in respect of such action taken by Webydo.

7.6. Affiliate alone shall bear all taxes and duties of any kind in connection with the Affiliates Program and the Commission.  However, to the extent that Affiliate shall not provide Webydo with an exemption from withholding tax in connection with the Commission duly issued by the relevant taxing authority, in a timely manner, Webydo shall have the right, but not the obligation, to deduct from the Commission, such amount of the withholding tax to be deducted by law, and shall remit the same to the relevant taxing authority.  It is agreed that the Commission is inclusive of any and all taxes applicable by any law including VAT.

8. WEBYDO TRANSACTIONS PROCESSING SERVICES POLICIES AND PRICING

8.1. Webydo will process transactions placed by Users who used the Tracking Links from the Affiliate Site to Webydo Site.

8.2. Webydo reserves the right to reject transactions that do not comply with any certain reasonable requirements that Webydo may periodically establish.

8.3. Webydo will be responsible for all aspects of transactions processing and fulfillment.

8.4. Webydo will track purchases generated by Users referred through the Affiliate Site.  To permit accurate tracking, reporting, and Affiliate Commission accrual, the Affiliate shall ensure that Tracking Links are properly formatted.  Webydo will not be responsible for improperly formatted Tracking Links.

8.5. Webydo may change the pricing, policies and operating procedures at any time consistent with applicable laws. For example, Webydo will determine the prices to be charged for services in accordance with Webydo’s own pricing policies. In the event that such changes affect items that Affiliate already has presented on the Affiliate Site, the Ads or any other information provided by Affiliate to third parties in respect with these Affiliates Program Terms and its participation in the Program, Affiliate must track such changes and reflect them in the Affiliate Site or in any other relevant marketing means.

9. TERM AND TERMINATION

9.1. The term of Affiliate’s participation in the Program shall commence upon Webydo’s acceptance of the Registration Form and shall end upon providence of a termination notice by either party in accordance with the provisions of this Section 9 (the “Term”).

9.2. Either party may terminate the Term at any time, with or without cause, by giving the other party a fourteen (14) days prior written notice of termination.

9.3. Subject to Section 9.4 herein, termination of the Term will result in the deactivation or deletion of the Affiliate’s account or its access to the Affiliate account in the Webydo Site, and the forfeiture and relinquishment of all potential or to-be-paid Affiliate Commission in the Affiliate account.

9.4. Subject to the provisions of Section 6 above, and except as stated otherwise, upon termination of the Term, Affiliate will be entitled to receive Affiliate Commission for Qualifying Referred User accrued during the Term of these Affiliates Program Terms and as described in Appendix A.

9.5. In the event of a material breach of these Terms and Conditions by an Affiliate, Webydo may, in its sole and absolute discretion, terminate the Affiliate's participation in the Webydo Affiliates Program immediately, without any prior notification, and the Affiliate will not be entitled to receive any unpaid Affiliate Commission, which accrued prior to such termination.

9.6. Upon the termination of the Term for any reason, Affiliate shall promptly remove all Tracking Links, Ads and other Program-related content from the Affiliate Site or any other communication means used by the Affiliate. Affiliate will immediately cease use of, and remove from Affiliate Site, all links to Webydo Site, and all of Webydo Marks, and all other materials provided by or on behalf of Webydo to the Affiliate pursuant hereto or in connection with the Program.

9.7. Sections 3.5 and Sections 9 through 16 of these Affiliates Program Terms and any other provisions that by their express terms do, or by their nature should survive termination of Term, shall continue to be in force despite termination of these Affiliates Program Terms.

10. CONFIDENTIALITY

10.1. Webydo may disclose to Affiliate certain information as a result of Affiliate’s participation in the Program, which information we consider to be confidential (herein referred to as “Confidential Information”).  For purposes of these Affiliates Program Terms, the term “Confidential Information” shall include, but not be limited to, ((i) any modifications to the terms and provisions of the Program made specifically for the Affiliate or Affiliate Site and not generally available to other affiliates of the Program; and (ii) price guidelines, future service releases, trade secrets, know-how, inventions, processes, programs, schematics, data, pricing and discount schedules, customer lists, financial information and sales and marketing plans relating to Webydo or Webydo’s services.  Confidential Information shall also include any information that Webydo designate as confidential during the term of these Affiliates Program Terms.  Confidential Information shall not include information which is: (a) previously known to the other party without obligation of confidence or without breach of these Affiliates Program Terms; (b) which is publicly disclosed (other than by the Affiliate) either prior or subsequent to the Affiliate’s receipt of such information; or (c) required to be disclosed by the other party by law or by the order of a court or similar judicial or administrative body.

10.2. Affiliate shall at all times, both during the Term and at all times thereafter, keep and hold such Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose other than as may be reasonably necessary for the performance of its duties pursuant to these Affiliates Program Terms, without Webydo’s prior written consent.

11. GENERAL PROVISIONS, RESPONSIBILITIES OF THE AFFILIATE, REPRESENTATIONS AND WARRANTIES

11.1. Affiliate hereby warrants and represents that he or she is over the age of eighteen (18) and in all respects Affiliate is qualified and competent to enter into these Affiliates Program Terms.

11.2. Affiliate will provide accurate and complete details regarding his, her or its identity and personal details such as: PayPal account, address or other required information.

11.3. Affiliate will be solely responsible for the development, operation, and maintenance of Affiliate Site and Affiliate’s activities and for all materials related thereto.  Affiliate will indemnify and hold Webydo harmless from all claims, damages and expenses incurred by Webydo due to any third-party claims relating to the development, operation, maintenance, manner and contents of the Affiliate Site or activities.

11.4. In the event that any person or entity (including any employee, director, officer, agent, subcontractor or representative of Affiliate (each, an “Affiliate Agent”)) participates in the Affiliates Program or otherwise acts on behalf of Affiliate with respect thereto, Affiliate shall ensure that such Affiliate Agent fully complies with the terms of these Affiliates Program Terms, and Affiliate shall be fully liable for any act or omission of such Affiliate Agent.

11.5. Affiliate hereby represents and warrants to Webydo that materials posted on his, her or its Affiliate Site do not violate or infringe upon the rights of any third party, and that materials posted on his, her or its Affiliate Site are not libelous or otherwise illegal nor may cause Affiliate to violate any of its representations and obligations under these Affiliates Program Terms.  Webydo disclaim all liability in connection with such matters.

11.6. As a condition to Affiliate’s participation in the Affiliates Program, he, she or it hereby represents and warrants that during the Term, Affiliate will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority as applicable to Affiliate, whether those laws are now in effect or later come into effect during the Term.

11.7. These Affiliates Program Terms have been duly and validly executed and delivered by Affiliate (by acceptance of its terms) and constitutes Affiliate’s legal, valid, and binding obligation, enforceable against Affiliate in accordance with the terms contained herein.

11.8. The execution, delivery, and the performance by Affiliate of duties pursuant to these Affiliates Program Terms will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate: (i) any provision of law, rule, or regulation to the extent applicable; (ii) any order, judgment, or decree applicable or binding upon Affiliate’s assets or properties; or (iii) any provision of Affiliate’s by-laws or certificate of incorporation, or any agreement or other instrument applicable to Affiliate or binding upon Affiliates assets or properties.

11.9. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by Affiliate in connection with the execution, delivery, and performance of these Affiliates Program Terms or the taking by Affiliate of any other action hereunder.

11.10. To the best of Affiliate’s knowledge, there is no pending threatened claim, action, or proceeding against him, her or it, or any affiliate thereof, with respect to the execution, delivery, or consummation of these Affiliates Program Terms, or with respect to any intellectual property infringement, and, to the best of your knowledge, there is no basis for any such claim, action or proceeding.

11.11. Affiliate understands that Webydo may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in these Affiliates Program Terms/Affiliate Console or operate sites that are similar to or compete with the Affiliate Site.

11.12. Webydo has the right, in Webydo’s sole discretion, to monitor Affiliate Site at any time and from time to time to determine if the Affiliate is in compliance with the terms of these Affiliates Program Terms.  Any deviations from the guidelines and treatment described in these Affiliates Program Terms must be approved in advance and in writing by Webydo.

12. RELATIONSHIP OF PARTIES

12.1. Webydo and Affiliate are independent contractors, and nothing in these Affiliates Program Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

12.2. Affiliate will have no authority to make or accept any offers or representations on Webydo’s behalf.  Affiliate will not make any statement, whether on his, her or its Affiliate Site or otherwise, that reasonably would contradict anything in these Affiliates Program Terms.

13. DISCLAIMERS

13.1. WEBYDO MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE AGREEMENT, THE PROGRAM AND THE INFORMATION TO BE DELIVERED PURSUANT HERETO. INCLUDING WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING, TRADE USAGE OR FITNESS FOR A PARTICULAR PURPOSE.

13.2. WEBYDO MAKES NO REPRESENTATION AS TO ANY OF THE INFORMATION FOUND ON WEBYDO’S SITE.  THE MATERIALS ON WEBYDO’S SITE AND FOR THE AFFILIATED SITES ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. Webydo DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, TEXT, GRAPHICS, LINKS OR OTHER ITEMS CONTAINED ON THE WEBYDO’S SITES. ANY OF THE INFORMATION OFFERED ON WEBYDO’S SITE MAY CHANGE AT ANY TIME WITHOUT NOTICE.

13.3. Should the materials or services provided prove defective and/or cause any damage to equipment or any loss or inconvenience to the Affiliate or anyone claiming through the Affiliate, the Affiliate assumes the entire cost and responsibility for them.

13.4. Affiliate will indemnify and hold harmless Webydo, its subsidiaries, officers, employees, agents, and third parties from and against any claims, liabilities, losses, costs, damages or expenses (including attorney’s fees) arising, directly or indirectly, in connection with Affiliate’s operations or Affiliate Site or out of any disputes between Affiliate and any other party relating to these Affiliates Program Terms or the participation in the Affiliates Program or the Affiliate Console or the Webydo Site or to services provided by Webydo.

14. LIMITATIONS OF LIABILITY

14.1. Webydo makes no representation regarding the Platform and gives no warranty hereunder and does not and shall have no liability whatsoever in connection with the Platform, Webydo Site, Affiliates Console or the Intellectual Property Rights or any other matter relating thereto.

14.2. WITHOUT LIMITATION TO SECTION 14.1 HEREOF, IT IS FURTHER ACKNOWLEDGED AND AGREED THAT:

a) ANY AND ALL EXPRESS OR IMPLIED GUARANTEES, WARRANTIES, REPRESENTATIONS, OR OTHER TERMS AND CONDITIONS RELATING TO THE, THE PLATFORNM OR THE INTELLECTUAL PROPERTY RIGHTS ARE EXPRESSLY EXCLUDED FROM THESE AGREEMENT.

b) WITHOUT LIMITATION TO SECTION 14.2(1) HEREOF, WEBYDO DOES NOT ASSURE UNINTERRUPTED OPERATION OF THE PLATFORM, THE WEBYDO SITE, (OR OF ANY WEBSITES BUILT THEREWITH) OR THE AFFILIATES CONSOLE, NOR DOES IT GIVE, OR BE DEEMED TO BE GIVING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER GUARANTEE, WARRANTEE OR REPRESENTATION WHATSOEVER.

c) IN NO EVENT SHALL WEBYDO BE LIABLE TO AFFILIATE, ANY USER OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE ANY THE PLATFORM OR IN CONNECTION WITH ANY OTHER MATTER RELATING TO THE AFFILIATES PROGRAM, THE AFFILIATES CONSOLE OR THE INTELLECTUAL PROPERTY RIGHTS, EVEN IF WEBYDO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

d) IN NO EVENT SHALL WEBYDO'S LIABILITY FOR ANY DAMAGES EXCEED THE ANNUAL COMMISSION PAID TO AFFILIATE IN ACCORDANCE WITH THE AFFILIATES PROGRAM PERTAINING TO THE PAID SUBSCRIPTION PLANS THAT GAVE RISE TO, OR WHICH RESULTED IN, THE APPLICABLE CLAIM.

15. MODIFICATIONS

15.1. Webydo may modify any of the terms and conditions contained in these Affiliates Program Terms, at any time and in its sole discretion.  Notice of any change will be posted on Webydo Site and shall be considered sufficient notice to Affiliate of a modification to the terms and conditions of these Affiliates Program Terms.  Modifications may include, but are not limited to, changes in the scope of available Affiliate Commission, payment procedures and schedules and Affiliates Program.

15.2. Notwithstanding Section 15.1, the Affiliate Commission Plan may be altered, modified or changed by Webydo, from time to time, in its sole discretion, provided that Webydo will notify Affiliate of such change.  Commission earned prior to such change will be paid according to the terms and conditions in effect until such change.  Commission earned after such change takes effect will be paid according to the new terms and conditions as amended in the Affiliate Commission Plan’s effective date at which the payment has been made.

15.3. If Affiliate has not notified us in writing at affiliates@webydo.com that he, she or it does not wish to continue his, her or its participation in the Affiliates Program within seven (7) days after the date of posting the modified version of these Affiliates Program Terms on the Website, such Affiliate will be considered as having accepted the modified version of these Affiliates Program Terms.

15.4. Webydo may agree with any Affiliate on specific terms which may differ from the provisions herein contained which will be set forth in a written addendum to these Affiliates Program Terms.  Any such addendum shall be deemed an integral part of these Affiliates Program Terms for all practical purposes and in the event of any inconsistency between any provision contained in these Affiliates Program Terms and the addendum, the provision of the latter shall prevail to the extent of such inconsistency.

16. MISCELLANEOUS

16.1. All section headings herein are inserted for convenience only and shall not modify or affect the construction or interpretation of any provision of these Affiliates Program Terms.

16.2. The failure of either party at any time to enforce any right or remedy available to it under these Affiliates Program Terms or otherwise with respect to any breach or failure by the other party shall not be construed to be a waiver of such right or remedy with respect to that or any other breach or failure by the other party.

16.3. These Affiliates Program Terms constitutes the entire understanding between the parties with respect to subject matter hereof.  These Affiliates Program Terms supersedes and replaces any existing agreement entered into by the parties relating generally to the same subject matter, and neither party shall be bound by any statements or representations made by either party not embodied in these Affiliates Program Terms.

16.4. These Affiliates Program Terms shall be governed by the laws of the State of Israel without giving effects to the conflicts of law principles hereto.  Any dispute seeking to enforce any provision of, or based on any right arising out of, or in connection with, these Affiliates Program Terms may be brought against any of Party in the competent courts of the Tel Aviv-Jaffa District, and each of the Parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.

16.5. Webydo may assign this Affiliates Program, including any rights or obligations under it, at any time.  Affiliate may not assign this Affiliate Program or any rights or obligations under it without the prior written consent of Webydo.  Notwithstanding the preceding sentence, Affiliate may assign this Affiliates Program and its respective rights and obligations hereunder, in connection with any merger, consolidation, reorganization or restructuring, or the sale of all or substantially all of his, her or its assets and/or shares as long as the successor entity in such transaction assumes all of the Affiliate's obligations hereunder and provided that Affiliate shall provide Webydo a written notice of such assignment.  Notwithstanding anything to the contrary herein, in such event Webydo shall have the right to terminate this Affiliates Program with immediate effect.

16.6. Webydo encourages Affiliate to consult with his, her or its legal, financial and tax advisors prior to registering the Affiliates Program.  Affiliate hereby acknowledges that he, she or it has independently evaluated the participating in the Affiliates Program and that he, she or it is not relying on any representations or statements other than as set forth in these Affiliates Program Terms.

16.7. AFFILIATE HAS READ THESE AFFILIATES PROGRAM TERMS CAREFULLY AND UNDERSTANDS IT, HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ACCEPT THE OBLIGATIONS, WHICH IT IMPOSES UPON AFFILIATE WITHOUT RESERVATION.  AFFILIATE HAS ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THESE AFFILIATES PROGRAM TERMS PRIOR TO ACCEPTING THESE AFFILIATES PROGRAM TERMS.  NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO AFFILIATE TO INDUCE HIM, HER OR IT TO EXECUTE THESE AFFILIATES PROGRAM TERMS.  AFFILIATE AGREES TO THE TERMS OF THESE AFFILIATES PROGRAM TERMS VOLUNTARILY AND FREELY.

Appendix A

1. Webydo Inc will pay the following Fee/ commissions/ Reward/ Bonus/ Coupons per eligible subscription-paying customer provided by the affiliate during the applicable Monthly Billing Period:

  a. Fix commission Plan– as offered by Webydo Inc on our Partner’s Management Payment Platform for each          group.

  b. Fix Percentage Plan – as offered by Webydo Inc on our Partner’s Management Payment Platform for each          group.

  c. Fix one-time commission Plan– as offered by Webydo Inc on our Partner’s Management Payment Platform        for each group.

  d. Incremental Percentage commission plan - as offered by Webydo Inc on our Partner’s Management                    Payment Platform for each group.

  e. Incremental commission plan - as offered by Webydo Inc on our Partner’s Management Payment Platform          for each group.