Terms & Conditions
- 1.1. This Affiliate Program Operating Agreement is made and entered
into by and between Get Up Media Limited, a company registered in England & Wales under number
09061153 and whose registered office address is situated at International House, 71-75 Shelton
Street – Covent Garden – WC2H 9JQ - London – United Kingdom ("Reflex Affiliates" or "We"),
and the party applying to become a Reflex Affiliates Affiliate ("You" or
- 1.2. Reflex Affiliates and the Affiliate will be designated below as a
“Party” and together as “Parties”.
- 1.3. The terms and conditions set out in this Agreement apply to Your
participation with the Affiliate Program.
- 1.4. In the frame of this Agreement, You acknowledge and agree that
Reflex Affiliates will act as an intermediary between You and the Advertisers who contacted
Reflex Affiliates to make their Links available through the Platform. For this reason, Reflex
Affiliates does not control and is not aware of the contents provided by the Advertiser or the
contents to which the Links and/or websites redirect.
- 1.5. Furthermore, each Offer may have additional terms and conditions
on pages within the Affiliate Program and are incorporated as part of this Agreement. By
submitting an application or participating in an Offer, You expressly consent to all the terms
and conditions of this Agreement.
2. Definitions and interpretation
- 2.1. Definitions
Unless otherwise defined herein, for the purpose of interpreting and performing the Agreement,
including its recitals hereinabove, the capitalized terms and expressions hereunder have the
meaning ascribed to them as follows:
- 2.1.1. “Advertiser” means the legal or natural person who
entered into an Advertiser agreement with Reflex Affiliates.
- 2.1.2. “Advertising Campaigns” means the service provided by
the Affiliate Program including but not limited to, publication of Links on the Websites,
Email Campaigns, Native ads, search engine marketing.
- 2.1.3. “Affiliate” means the legal or natural person who
applies to integrate the Affiliation Program and adheres to the terms and conditions set out
into this Agreement.
- 2.1.4. “Affiliate Network Campaigns” means the Campaigns
carried out in the frame of the Affiliates’ dedicated network.
- 2.1.5. “Affiliate Program” means the affiliates program
provided by Reflex Affiliates from its website, accessible by clicking here.
- 2.1.6. “Agreement” means this Affiliate Program Operating
- 2.1.7. “Business Day” means a day other than Saturday,
Sunday or any day on which banks are open for business in London, Paris and Barcelona;
- 2.1.8. “Campaigns” means the Advertising Campaigns.
- 2.1.9. “Commission” means the amount paid by Reflex
Affiliates to the Affiliate in counter part of any Qualified Action on one of the Media The
rate of Commission is commonly determined between Reflex Affiliates and the Affiliate.
- 2.1.10. “Content” means all the contents provided on or
linked to Your Website(s).
- 2.1.11. “Creative” means a graphic file(s), language, text,
copy or other creative work created by the Affiliate for use in marketing an Offer.
- 2.1.12. “Data Controller” means the natural or legal person,
public authority, agency or other body which, alone or jointly with others, determines the
purposes and means of the processing of personal data.
- 2.1.13. “Data Subject” means an identifiable natural person
who can be identified, directly or indirectly, in particular by reference to an identifier
such as a name, an identification number, location data, an online identifier or to one or
more factors specific to the physical, physiological, genetic, mental, economic, cultural or
social identity of that natural person.
- 2.1.14. “Data Processor” means a natural or legal person,
public authority, agency or other body which processes personal data on behalf of the Data
- 2.1.15. “Electronic Means of Communication” means any
communication made via an electronic equipment for the storage and processing of data which
is transmitted, conveyed and received by wire, radio, optical mean or by any other
electromagnetic mean, such as, without being exhaustive, e-mails, instant messaging,
videoconference, softphone and fax.
- 2.1.16. “Email Campaigns” means email-based campaigns in
which Links are sent to a targeted list of recipients selected and owned by You.
- 2.1.17. “GDPR” means the General Data Protection Regulation
n°2016/679 coming into force on the 25th of May 2018.
- 2.1.18. “Identification Elements” has the meaning set out
under section 4.1.
- 2.1.19. “Intellectual Property Rights” means all patents,
rights to inventions, utility models, copyright and related rights, trademarks, service
marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill
or to sue for passing off, unfair competition rights, rights in designs, rights in computer
software, database right, topography rights, moral rights, rights in confidential
information (including know-how and trade secrets) rights relating to the ownership of the
Platform and any other intellectual property rights, in each case whether registered or
unregistered and including all applications for and renewals or extensions of such rights,
and all similar or equivalent rights or forms of protection in any part of the world.
- 2.1.20. “Link(s)” means all the graphic and textual links
and/or all creative materials redirecting to the Program Website made available by Reflex
Affiliates to the Affiliate Program through the Platform.
- 2.1.21. “Media” means the Websites and advertisements owned
or controlled by the Affiliate as well as the emails it sends and clearly identified as
coming from You.
- 2.1.22. “Objectionable Content” means any Content which (i)
is illegal, (ii) infringes upon the intellectual property or personal rights of any third
party and (iii) contains or links to any material which is harmful, threatening, defamatory,
obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether
based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal
activities (such as gambling), contains profanity or otherwise contains materials that
Reflex Affiliates informs You that it considers objectionable.
- 2.1.23. “Offer” means any specific offer made by Reflex
Affiliates within the Affiliates Program to carry out Advertising Campaigns.
- 2.1.24. “Personal Data” means any information that relates
to an identified or identifiable natural person (Data Subject);
- 2.1.25. “Platform” means the website from which You can
access to Your account and from where You can (i) be aware of all the current Offers, (ii)
collect the Links and (iii) get any relevant information and statistics relating to an Offer
accessible by clicking here
- 2.1.26. “Processing” shall be given the same meaning as in
the GDPR and, for the avoidance of doubt, hence mean to e.g.: perform an operation or set of
operations, whether by automatic means, such as accessing, collecting, recording,
registering, organizing, storing, structuring, adapting or altering, deleting, retrieving,
consulting, using, disclosing (or otherwise making available) by transmission, dissemination
or otherwise, aligning or combining, blocking or destruction of Personal Data.
- 2.1.27. “Program Website” means the website(s) identified in
an Offer that will be promoted through the Links on the Media.
- 2.1.28. “Qualified Action” means an access to the Program
Website, via the Link, where the Link is the last link to the Program Website by an
individual person who (i) is not a computer generated user, such as a robot, spider,
computer script or other automated, artificial or fraudulent method to appear like an
individual, real live person, (ii) is not using pre-populated fields (iii) completes all of
the information required for such action within the time period allowed by Reflex Affiliates
and (iv) is not later determined by Reflex Affiliates to be fraudulent, incomplete,
unqualified or a duplicate.
- 2.1.29. “Third Country” means any countries outside of the
territory of the member states of the European Union, the European Economic Area or other
than the countries which the European Commission has found to guarantee an adequate level of
- 2.1.30. “Website” means Your website.
- 2.2. Interpretation
- 2.2.1. References to a clause or paragraph are to a clause or
paragraph of this Agreement
- 2.2.2. The headings in this Agreement do not affect its
construction or interpretation.
- 2.2.3. References to a statute or a statutory provision include
references to such statute or statutory provision as amended or re-enacted after the date of
this Agreement and include all subordinate legislation made under the relevant statute
whether before or after the date of this Agreement.
- 2.2.4. A reference to a document is a reference to that document as
amended or modified from time to time in writing by the mutual consent of the Parties.
- 2.2.5. References to writing will be deemed to include any modes of
reproducing words in a legible or nontransitory form.
- 2.2.6. The singular includes the plural and vice versa and any
gender includes any other gender.
- 2.2.7. Unless otherwise expressly provided, the words "include",
"includes" and "including" do not limit the preceding words or terms and shall be deemed to
be followed by the words "without limitation".
3. Enrollment in the Affiliate Program
- 3.1. In order to be enrolled in the Affiliate Program, You shall
firstly submit Your application here. Your application shall be accurately completed and
regularly updated. In this respect, You shall not use any aliases or other means to mask Your
true identity or Your contact information. You are requested to provide us with a copy of your
ID if You are a natural person or a copy of Your certificate of registration if You are a
company. If you are a natural person, the Processing of Your Personal Data is necessary to take
steps to entering to this Agreement.
- 3.2. To assess Your application to the Affiliates Program, Reflex
Affiliates will consider Your experience in the affiliation services, Your history as well as
the volume of Your business.
- 3.3. Your application will be reviewed in good faith and objectively.
We will notify You of its acceptance or rejection, generally within five (5) business days.
- 3.4. We may accept or reject Your application at Our sole discretion
for any reason whatsoever.
- 3.5. If We reject Your application, You may reapply to the Affiliate
Program at any time. If subsequent to the acceptance of your application, We determine (in our
sole discretion) You to be unsuitable for the Affiliate Program, We may immediately terminate
this Agreement at any time without previous notice. Only those parties that lawfully can enter
into and form contracts under applicable law can participate in the Affiliate Program.
4. Access to the Platform
- 4.1. If Reflex Affiliates accepts Your application, We will grant You
an access to Your account on the Platform. For this purpose, You will be provided with an
Affiliate ID and a password (the “Identification Elements”).
- 4.2. You acknowledge and agree that these Identification Elements are
the exclusive mean of access to the Platform. Any act, modification, deletion, measure made in
the Affiliate account by using these Identification Elements shall be considered as having been
made by the Affiliate himself and is valid. In this respect, Reflex Affiliates may use
connection logs registered on the Platform to prove the origin of any access and/or modification
made to the Affiliate account.
- 4.3. You are solely responsible for the acts made on the Platform using
of the Identification Elements.
- 4.4. You shall keep the Identification Elements strictly confidential
and shall not disclose them to any third-party – even temporarily – and in any form.
- 4.5. In the event of loss, theft or any fraudulent act with regard to
the Identification Elements, You shall immediately inform Reflex Affiliates by any Electronic
Means of Communication of such event and by proving your ID. Upon receipt of Your notification,
Reflex Affiliates will study Your request and may, for security reasons, suspend temporarily any
access to your Affiliate account. Then, Reflex Affiliates will send back new Identification
Elements by email.
- 4.6. The Affiliate remains responsible for the use of its account by
third parties until the modification by Reflex Affiliates of the Identification Elements, thus
the Affiliate shall hold Reflex Affiliates harmless against any action or claim due to the use
of its account and/or the loss of data resulting from the loss or fraudulent use of its
Identification Elements. The modification of all or part of the Identification Elements of the
Affiliate may result, if necessary, in billing, unless modified at the initiative of Reflex
5. Availability of the Platform
- 5.1. Reflex Affiliates cannot guarantee to the Affiliate a continuous
and permanent availability of the Platform. Reflex Affiliates, however, makes its best efforts
to provide the Platform, subject to maintenance periods.
- 5.2. Reflex Affiliates reserves the right to interrupt the Platform for
maintenance and / or improvement of the Platform. These interruptions of Platform will, to the
extent of the possibilities of Reflex Affiliates, be previously notified to the Affiliate. In
case of emergency, Reflex Affiliates nevertheless reserves the right to suspend the Platform in
part or in full for a reasonable period to conduct any technical operation required. These
Platform interruptions will not give rise to any compensation in favor of the Affiliate.
- 5.3. In case of unavailability of the Platform due to technical
malfunctions of Reflex Affiliates' jurisdiction, Reflex Affiliates will do its best efforts to
resolve this (these) malfunction(s) as soon as possible after the written notification sent by
the Affiliate to Reflex Affiliates under the provision that i) the Affiliate most precisely
describes the malfunctions noted ii) said malfunctions may be reproducible iii) the Affiliate
cooperates fully with Reflex Affiliates iv) these malfunctions do not originate from misuse of
the Platform by the Affiliate.
- 5.4. Reflex Affiliates shall not be held liable in case of interruption
and / or malfunctions of Platform due to (i) the breach or non-compliance of the Affiliate with
any of its obligations under this Agreement as well as indications provided by Reflex
Affiliates, (ii) the malfunction or the inappropriate use of the means of access to the Platform
used by the Affiliate and / or the use inappropriate service by the Affiliate (iii) to force
majeure events, (iv) events depending on third parties such as, for example, the interruption or
malfunctioning of services of telecommunication operators and / or power lines or acts omission
or error of the competent authority (v) the improper operation of the terminals or other
communication systems used by the Affiliate (vi) by the Affiliate.
- 5.5. Reflex Affiliates shall not be held liable for delays or problems
in the delivery of data, data loss, difficulties or impossibilities access, slow connection, or
any other technical problem due to circumstances and / or technical intermediaries outside
Reflex Affiliates. In addition, the Affiliate undertakes to proceed any operation requested by
Reflex Affiliates as soon as practicable. The Affiliate will be informed in advance in his
account. He will also have general information on the Reflex Affiliates website and / or in its
6. Obligations of the Parties
- 6.1. Subject to our acceptance of You as an Affiliate and Your
continued compliance with the terms and conditions of this Agreement, the Parties agree as
- 6.1.1. We will make available to You, via the Affiliate Program, Links
received from the Advertiser that You will be able to collect from the Affiliate Program and
advertise (the Advertising Campains). The Links will contain a tracking technology. The Data
compiled by Reflex Affiliates including, but not limited to, numbers and calculations regarding
Actions and associated Commissions, will be calculated by Reflex Affiliates through the use of
industry standard tracking technology and shall be final and binding on You.
- 6.1.2. We will pay You the Commission under the conditions set out in
the article 7.1 below.
- 6.2. You acknowledge and agree to:
- 6.2.1. Have sole responsibility for the development, operation, and
maintenance of, the Website and all Content on or linked to, Your Media.
- 6.2.2. Ensure that all materials posted on Your Media or otherwise used
regarding the Affiliate Program are not Objectionable Contents.
- 6.2.3. Not broker or re-distribute any Campaigns and/or Creative
Content available on the Reflex Affiliates Platform.
- 6.2.4. Not make any representation, warranty or other statement
concerning Reflex Affiliates or Advertiser or any of their respective products or services,
except as expressly authorized herein.
- 6.2.5. Ensure that the Links hosted on Your Media redirect to a Program
Website adapted to the aimed public and more specifically, that You will not display Links which
are not intended to be made available to minors on Media which can likely be visited by child or
minors, as defined by the applicable law.
- 6.2.6. Make sure that Your Media and Creatives does not reproduce,
represent, copy or resemble the look and feel of the Program Website or create the impression
that Your Media is endorsed by Reflex Affiliates or the Advertiser or a part of the Program
Website, without prior written permission from Reflex Affiliates and/or the Advertiser.
- 6.2.7. Comply with all (i) obligations, requirements and restrictions
under this Agreement and (ii) laws, rules and regulations as they relate to Your business, Your
Media or Your use of the Links.
- 6.2.8. Comply with the terms, conditions, guidelines and policies of
any third-party services used by Affiliate in connection with the Affiliate Program, including
but not limited to, email providers, social networking services and ad networks.
- 6.2.9. Always prominently post and make available to end-users,
in compliance with all applicable laws that clearly and thoroughly discloses all information
collection, use and sharing practices, including providing for the collection of such personally
identifiable information in connection with the Affiliate Program and the provision of such
personally identifiable information to Reflex Affiliates and Advertisers for use as intended by
Reflex Affiliates and Advertiser.
- 6.2.10. Always prominently post and make available to end-users any
terms and conditions in connection with the Offer set forth by Reflex Affiliates or Advertiser,
or as required by applicable laws regarding such Offers.
- 6.3. The following additional program-specific terms shall apply to any
promotional programs set forth below:
- 6.3.1. Email Campaigns. The Affiliate hereby declares and warranties
that he has obtained the necessary consent of the Data Subject to be allowed to send them any
kind of correspondence within the use of the Affiliate Program. For all email campaigns,
Affiliate must download the "Suppression List" from the Offers section of Reflex Affiliates.
Affiliate shall filter its email list by removing any entries appearing on the Suppression List
and will only send emails to the remaining addresses on its email list. Reflex Affiliates will
provide an opt-out method in all Links, however, if any opt-out requests come directly to
Affiliate, Affiliate shall immediately forward them to Reflex Affiliates at
[email protected]. Affiliate's emails containing the Links may not include any
content other than the Links, except as required by applicable law. Affiliate agrees that
failure to download the Suppression List and remove all emails from the database before mailing
may result in Commission withholdings, removal or suspension from all or part of the Affiliate
Program, possible legal action and any other rights or remedies available to Reflex Affiliates
pursuant to this Agreement or otherwise. For this reason, Affiliate shall connect frequently to
the Platform and verify regularly if the Suppression List has been updated. Affiliate further
agrees that it will not mail or market to any suppression files generated through the Reflex
Affiliates network, and that doing so may result in Commission withholdings, removal or
suspension from the Affiliate Program, possible legal action and any other rights or remedies
available to Reflex Affiliates pursuant to this Agreement or otherwise.
- 6.3.2. Advertising Campaigns. No Links can appear to be associated with
or be positioned on chat rooms or bulletin boards unless otherwise agreed by Reflex Affiliates
in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as
Affiliate served in the title bar of the window and any clientside ad serving software used by
Affiliate shall only have been installed on an end-user's computer if the function of the
software is clearly disclosed to end-users prior to installation, the installation is pursuant
to an affirmatively accepted and plain-English end user license agreement and the software be
easily removed according to generally accepted methods.
- 6.3.3. Reporting. Affiliate will provide Reflex Affiliates with a
reporting of each Campaign containing at least all the elements proving the compliance of the
Campaigns with the applicable law such as – without being exhaustive – the address of the
recipient, the email address of return, the unsubscription link of to the distribution list and
any relevant element required by the applicable data protection regulation. For the Email
Campaigns, the said emails shall contain all the compulsory elements including the opt-out
option provided in the Links, the identity of the Advertiser and the promotional nature of the
advertisement. As regards the Advertising Campaigns, the Affiliate shall report to Reflex
Affiliates all the conditions in which the Program Website has been promoted on its Website and
Media (position of the ads, purpose of the Website or Media…).
- 6.3.4. Affiliate Network Campaigns. For all Affiliates that maintain
their own Affiliate networks, Affiliate agrees to place the Links in its Affiliate network (the
"Network") for access and use by those affiliates in Affiliate's Network (each a "Third Party
Affiliate"). Affiliate agrees that it will expressly forbid any Third-Party Affiliate to modify
the Links in any way. Affiliate agrees to maintain its Network according to the highest industry
standards. Affiliate shall not permit any party to be a Third-Party Affiliate whose Web site or
business model involves content containing Objectionable Content. All Third-Party Affiliates
must be in good standing with Affiliate. Affiliate must require and confirm that all Third-Party
Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining
access to the Links and sign a Data Sub-Processing Agreement if necessary. Affiliate shall
promptly terminate any Third-Party Affiliate who takes, or could reasonably be expected to take,
any action that violates the terms and conditions of this Agreement. In the event that either
Party suspects any wrongdoing by a Third-Party Affiliate with respect to the Links, Affiliate
shall promptly disclose to Reflex Affiliates the identity and contact information for such
Third-Party Affiliate. Affiliate shall promptly remove any Third-Party Affiliate from the
Affiliate Program and terminate their access to future Offers of Reflex Affiliates in the
Network upon written notice from Reflex Affiliates. Unless Reflex Affiliates has been provided
with all truthful and complete contact information for a Third-Party Affiliate and such
Third-Party Affiliate has affirmatively accepted this Agreement as recorded by Reflex
Affiliates, Affiliate shall remain liable for all acts or omissions of any Third-Party
7. Financial terms
- 7.1. Conditions of payment of the Commission
- 7.1.1. The minimum threshold for the monthly Commissions 's payment
is five hundred (500) euros/dollar per currency. Accounts with a balance of less than five
hundred (500) €/$ will roll over to the next month, and will continue to roll over monthly
until five hundred (500)€/$ is reached. We reserve the right to charge back to Your account
any previously paid Qualified Actions that are later determined to have not met the
requirements to be a Qualified Action.
- 7.1.2. The Commission is calculated by Reflex Affiliates through
the use of industry standard tracking technology in consideration of the number of Qualified
Actions which can be (i) a subscription to the Program Website or (ii) an impression or
(iii) a redirection to the Program Website through the Links, as defined by the Advertiser.
The Commission determined by Reflex Affiliates shall be final and binding on You.
- 7.1.3. Payment for Commissions is dependent upon Advertiser
providing such funds to Reflex Affiliates, and therefore, You agree that Reflexash shall
only be liable to You for Commissions to the extent that Reflex Affiliates has received such
funds from the Advertiser. You hereby release Reflex Affiliates from any claim for
Commissions if Reflex Affiliates has not received such funds from the Advertiser.
- 7.1.4. Depending on the agreed Payment Term , Reflex Affiliates
will pay the Commission as follows:
- - Weekly: within four (4) days following the date of the
- - Bi-Monthly: within four (4) days following the date of the
- - Monthly: within twenty (20) days following the date of the
- 7.1.5. within a period between four (4) and twenty (20) days
following the end of the invoiced month, as set out in the related invoice.
- 7.1.6. If the Affiliate has an outstanding balance due to Reflex
Affiliates under this Agreement or any other agreement between the Affiliate and Reflex
Affiliates, whether or not related to the Affiliate Program, Affiliate agrees that Reflex
Affiliates may offset any such amounts due to Reflex Affiliates from amounts payable to
Affiliate under this Agreement.
- 7.1.7. Reflex Affiliates may, in its sole discretion, before the
15th of the following months, make any claim and reject any fraudulent, cancelled, charged
back or otherwise nullified leads. Reflex Affiliates has no obligations whatsoever to
provide any fraud reports to the Affiliate.
- 7.1.8. The Affiliate is responsible for any and all charges and
fees with regards to the payment.
- 7.1.9. The Affiliate shall be responsible for paying taxes on their
Commission under the laws applicable to them.
- 7.1.10. The Affiliates will bear all the costs, fees and
chargebacks resulting from fraud, payment renouncement and/or request for reimbursement from
the Program Website’s end-users.
- 7.2. Disputes
- 7.2.1. Reflex Affiliates shall automatically generate an invoice on
behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment
to Affiliate based upon that invoice. All tracking of Links and determinations of Qualified
Actions and Commissions shall be made by Reflex Affiliates in its sole discretion. In the
event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit
that dispute to Reflex Affiliates in writing and in sufficient detail within thirty (30)
days of the date on the invoice. If Affiliate does not dispute the invoice as set forth
herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice.
- 7.2.2. In the event that Affiliate is also tracking Qualified
Actions and Affiliate claims a discrepancy, Affiliate must provide Reflex Affiliates with
Affiliate's reports within three (3) days after 30th day of the calendar month, and if
Reflex Affiliates's and Affiliate's reported statistics vary by more than ten (10) percent
and Reflex Affiliates reasonably determines that Affiliate has used generally accepted
industry methods to track Qualified Actions, then Reflex Affiliates and Affiliate agree to
make a good faith effort to arrive at a reconciliation. If the Parties are unable to arrive
at a reconciliation, then Reflex Affiliates's numbers shall prevail.
8. Protection of Personal Data
- 8.1. In the frame of the provision of the Affiliate Program, the
Parties intend to Process Personal Data under the conditions identified by the GDPR.
- 8.2. As sub processor of the Advertiser, Reflex Affiliates will make
the Affiliate bear the same obligations the Advertiser imposes to Reflex Affiliates and set
- 8.3. Where Reflex Affiliates implements additional information or data
in the Links entailing a collection of additional Personal Data or use the Personal Data
collected by the Advertiser for its own purpose, it will act as Data Controller and will impose
the obligations as set forth below to the Affiliates.
- 8.4. As a result, the Affiliate shall Process the Personal Data
according to the sole instructions of the Advertiser and pursuant to the means and purposes
determined by this latter.
- 8.5. The Affiliate shall notify to Reflex Affiliates any instruction it
considers to be illicit or contrary to the regulation applicable to the Processing of Personal
- 8.6. Both Parties shall comply with the GDPR and other European and
National applicable laws regarding data protection and Processing of Personal Data.
- 8.7. The Affiliate undertakes to implement the adequate technical and
organizational security measures to protect the Personal Data collected and Processed on behalf
of the Advertiser, in the frame of the Affiliate Program, against fraudulent, abusive,
unauthorized or unlawful use or destruction and shall provide proof of the measures, when
- 8.8. The Affiliate guarantees to keep a full list of all employees,
affiliates, subcontractors, agents or any other persons who play a role in the collection,
Processing or can access by any means to the Personal Data and shall provide such list to Reflex
Affiliates upon first request.
- 8.9. The Affiliate shall not transfer the Personal Data Processed on
behalf of Reflex Affiliates or of third parties within the framework of a contractual
relationship with Reflex Affiliates to any Third Countries, unless otherwise expressly agreed.
However, the Affiliate shall be entitled to transfer Personal Data to any Third Country if the
Advertiser obtains the prior written consent of the Data Subject and the Affiliate adopts
appropriate safeguards approved by the Commission except if such transfer fulfills the
conditions of derogation set out in the article 49 of the GDPR.
- 8.10. The Affiliate shall deliver to Reflex Affiliates the contact
details of its Data Protection Officer (DPO) or any staff member with that role if one has been
appointed. The Affiliate undertakes to provide any information and to collaborate with Reflex
Affiliates whenever requested.
- 8.11. The Affiliate shall obtain the necessary consent of the Data
Subject prior to the collection of any Personal Data, including a clear and unambiguous method
of withdrawal of consent and should be able to demonstrate this consent to Reflex Affiliates
- 8.12. The Affiliate guarantees to provide Data Subject with a privacy
shall be always available at any time for the Data Subject. Without the consent and acceptance
Process any kind of his/her Personal Data.
- 8.13. The Affiliate undertakes to take the necessary and appropriate
measures in case of a breach of Personal Data and shall inform Reflex Affiliates without undue
delay and not later than a period of twenty four (24) hours from the time it had been aware of,
detail the nature and extent of this violation, its impact for the Data Subject and shall take
all the appropriate measures to avoid such breach in the future.
- 8.14. The Affiliate shall have the means and shall provide Reflex
Affiliates – within a maximum period of five (5) calendar days – with all necessary information,
assistance and cooperation to allow Reflex Affiliates to respond to reasonable requests from the
Data Subject who wants to exercise its rights granted by GDPR.
- 8.15. Reflex Affiliates shall have the right to conduct an audit of the
Affiliate’s Processing of the Advertiser’s Personal Data (exercisable by giving prior written
notice to the Affiliate, such notice shall be given at least ten (10) calendar days in advance).
For this purpose, the Affiliate will keep any documentation proving its compliance to the GDPR
available to Reflex Affiliates at any time. Note that, this limitation is not applicable in case
of an audit by any applicable regulatory authority. The audit shall be performed during normal
working days and business hours.
- 8.16. Affiliate shall provide all commercially reasonable cooperation
to assist Reflex Affiliates to comply to any request of information or audit carried out by a
competent public authority and to realise any impact risk assessment.
- 8.17. If relevant, the Affiliate shall comply with any applicable code
of conduct or source of soft law as set out in the articles 40 and following of the GDPR.
- 8.18. Reflex Affiliates is, in addition to compensation for breach of
the obligations that may follow from this clause, entitled to compensation for damages from the
Affiliate, including amounts that shall be paid as damages or sanctions according to the GDPR
and other applicable law, if the Processing of Personal Data that forms the basis of the damages
has been performed by or by means of the Affiliate contrary to this clause or Advertiser’s
- 9.1. Except as otherwise provided in this Agreement or with the consent
of Reflex Affiliates, You agree that all information, including, without limitation, the terms
of this Agreement, business and financial information, customer and vendor lists, and pricing
and sales information, concerning Us or any of Our affiliates provided by or on behalf of any of
them shall remain strictly confidential and secret and shall not be utilized, directly or
indirectly, by You for any purpose other than Your participation in the Affiliate Program,
except and solely to the extent that any such information is generally known or available to the
public through a source other than You.
- 9.2. Affiliate shall not use any information obtained from the
Affiliate Program to develop, enhance or operate a service that competes with the Affiliate
Program, or assist another party to do the same.
- 9.3. This non-competition clause shall be valid for the whole term of
10. Limited License & Intellectual Property
- 10.1. We grant You a nonexclusive, non-transferable, revocable limited
license to access and use the Platform and the Links solely in accordance with the terms of this
Agreement, for the sole purpose of identifying You as a participant in the Affiliate Program and
assisting in increasing sales through the Program Website.
- 10.2. You may not alter, modify, manipulate or create derivative works
of the Links or any Reflex Affiliates graphics, creative, copy or other materials owned by, or
licensed to, Reflex Affiliates in any way. You are only entitled to use the Links to the extent
that You are a member in good standing of the Affiliate Program. We may revoke Your license
anytime by giving You written notice.
- 10.3. You are also granted a right to use the content provided by the
Advertiser for the purpose of the Campaigns. In this respect, You shall not alter, modify or
otherwise change these contents, or any other Advertisers feature, in any manner whatsoever,
without obtaining Advertiser’s prior express written consent.
- 10.4. The rights set out under sections 10.1 and 10.2 are granted for
the term of this Agreement and worldwide. 10.5. Except as expressly stated herein, nothing in
this Agreement is intended to grant You any rights to any of Reflex Affiliates's trademarks,
service marks, copyrights, databases, patents or trade secrets. You agree that Reflex Affiliates
may use any suggestion, comment or recommendation You choose to provide to Reflex Affiliates
without compensation. All rights not expressly granted in this Agreement are reserved by Reflex
- 11.1. This Agreement shall commence on the date of our approval of Your
Affiliate Program application and shall continue thereafter until terminated as provided herein.
- 11.2. You may terminate Your participation in the Affiliate Program at
any time by removing all Links from Your Media, deleting all copies of the Links.
- 11.3. We may terminate Your participation in one or more Offers or this
Agreement at any time and for any reason which We deem appropriate with or without prior notice
to You by disabling the Links or providing You with a written notice.
- 11.4. Upon termination of Your participation in one or more Offers or
this Agreement for any reason, You will immediately cease all use of and delete all Links, plus
all Reflex Affiliates or Advertiser intellectual property, and will cease representing Yourself
as a Reflex Affiliates or Advertiser Affiliate for such one or more Offers. All rights to
validly accrued payments, causes of action and any provisions, which by their terms are intended
to survive termination, shall survive any termination.
- 12.1. In addition to any other rights and remedies available to Us
under this Agreement Reflex Affiliates reserves the right to delete any actions submitted
through Your Links and withhold and freeze any unpaid Commissions or charge back paid
Commissions to Your account if (i) Reflex Affiliates determines that You have violated this
Agreement, (ii) Reflex Affiliates receives any complaint about Your participation in the
Affiliate Program which Reflex Affiliates reasonably believes to violate this Agreement or (iii)
any Qualified Action is later determined to have not met the requirements set forth in this
Agreement or on the Affiliate Program.
- 12.2. Such withholding or freezing of Commissions, or charge backs for
paid Commissions, shall be without regard as to whether or not such Commissions were earned as a
result of such breach. In the event of a material breach of this Agreement, Reflex Affiliates
reserves the right to disclose Your identity and contact information to appropriate law
enforcement or regulatory authorities or any third party that has been directly damaged by Your
13. Compliance with Laws
- 13.1. As a condition to your enrollment and participation in the
Affiliate Program, You agree that while You are an Affiliate, You will comply with all laws
(including the CAP Code and, the Consumer Protection from Unfair Trading Regulations 2008, the
Directive 2011/83/CE on Consumer Rights, the UK Consumer Contracts Regulations 2013, the data
protection regulation), ordinances, rules, regulations, orders, licenses, permits, judgments,
decisions or other requirements of any governmental authority that has jurisdiction over you,
whether those laws, etc. are now in effect or later come into effect during the time you are an
Affiliate to the Affiliate Program as well as any relevant guideline, code of conduct or source
of soft law applicable to You and Your activities.
- 14.1. You are expressly prohibited from using any persons, means,
devices or arrangements to commit fraud, violate any applicable law, interfere with other
affiliates or falsify information in connection with referrals through the Links or the
generation of Commissions or exceed Your permitted access to the Affiliate Program.
- 14.2. Such acts include, but are in no way limited to, using automated
means to increase the number of clicks through the Links or completion of any required
information, using spyware, using stealware, cookie-stuffing and other deceptive acts or
click-fraud. Reflex Affiliates shall make all determinations about fraudulent activity in its
15. Representations and Warranties
- 15.1. You hereby represent and warrant that:
- 15.1.1. This Agreement constitutes Your legal, valid, and binding
obligation, enforceable against You in accordance with its terms and that You have the
authority to enter into this Agreement;
- 15.1.2. You are fully and solely liable for the compliance the
means You use to broadcast and/or display the Links on the Media and all the means and
processes implemented to do so to all the applicable laws, regulations, codes of practice
- 15.1.3. You are fully and solely liable for any of Your Creative
meaning any information, products, materials, elements, artwork, creations, drafts and all
other content included in but not limited to any Ads, Landing Pages, Website and Email
- 15.1.4. You hold harmless Reflex Affiliates and/or the Advertiser
in case of any claim, action, recourse and/or legal proceeding brought by any third party
resulting from Your infringement of a provision of the articles 6.3, 9, 10, 13 and 14 above;
- 15.1.5. More generally, You will be held liable for any action,
omission or negligence made through Your account regardless of the person who commits such
- 15.2. Reflex Affiliates shall not be held liable of the Links provided
by the Advertiser as these Links are their property of the Advertiser. Therefore, You will not
initiate any recourse, complaint or any legal action whatsoever against Reflex Affiliates for
the non-compliance of the Links to any law or regulation whatsoever.
- 15.3. Subject to the other terms and conditions of this Agreement,
Reflex Affiliates represents and warrants that it shall not knowingly violate any law, rule or
regulation which is applicable to Reflex Affiliates' own business operations or Reflex
Affiliates' proprietary products or services;
16. Anti-Spam Policy
- 16.1. You must strictly comply with the Privacy and Electronic
Communications (EC Directive) Regulations 2003 (the "PECR") and any further applicable
regulation about commercial solicitation. All emails sent in connection with the Affiliate
Program must include the appropriate party's opt-out link.
- 16.2. From time to time, We may request - prior to Your sending emails
containing linking or referencing the Affiliate Program that You submit the final version of
Your email to Reflex Affiliates for approval by sending it to Your Reflex Affiliates
representative and upon receiving written approval from Reflex Affiliates of Your email the
email may be transmitted to third parties. 16.3. It is solely Your obligation to ensure that the
email complies with the PECR. You agree not to rely upon Reflex Affiliates's approval of Your
email for compliance with the Act, or assert any claim that You are in compliance with the PECR
based upon Reflex Affiliates's approval.
17. Mutual Indemnification
- 17.1. Affiliate hereby agrees to indemnify, defend and hold harmless
Reflex Affiliates and the Advertisers and their respective subsidiaries, affiliates, partners
and licensors, directors, officers, employees, owners and agents against any and all claims,
actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses
(including reasonable attorneys' fees and costs) based on (i) any failure or breach of this
Agreement, including any representation, warranty, covenant, restriction or obligation made by
Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of
Affiliate or obtaining access through Affiliate, of the Links, Offers or Reflex Affiliates or
Advertiser intellectual property, or (iii) any claim related to Your Media, including but not
limited to, the content contained on such Media (except for the Links).
- 17.2. Reflex Affiliates hereby agrees to indemnify, defend and hold
harmless Affiliate and its subsidiaries, affiliates, partners, and their respective directors,
officers, employees, owners and agents against any and all claims, actions, demands,
liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable
attorneys' fees and costs) based on a claim that Reflex Affiliates is not authorized to provide
You with the Links.
18. Limitation of Liability
- 18.1. The Affiliate Program and Links, and the products and services
provided in connection therewith, are provided to Affiliate "as is". Except as expressly set
forth herein, Reflex Affiliates expressly disclaims all warranties, express, implied or
statutory, including but not limited to the implied warranties of reasonable care, fitness for a
particular purpose, and time for performance, and any warranties arising out of course of
dealing, usage, or trade. Reflex Affiliates does not warrant that the Affiliate program or links
will meet Affiliate's specific requirements or that the operation of the Affiliate program or
links will be completely error- free or uninterrupted.
- 18.2. Reflex Affiliates expressly disclaims any liability for any act
or omission of an Advertiser on their products, services and/or more generally on any content of
- 18.3. In no event Reflex Affiliates shall be liable for any of Your
Creative meaning any information, products, materials, elements, artwork, creations, drafts and
all other content included in but not limited to any Ads, Landing Pages, Website and Email
- 18.4. Reflex Affiliates does not guarantee that Affiliate will earn any
specific amount of Commissions.
- 18.5. As transparent intermediary, Reflex Affiliates shall not be held
liable for the content of any Offer, Link, Media, Program Website owned by an Advertiser as well
as in Your Website, in any manner whatsoever.
- 18.6. Therefore, You will indemnify and hold Reflex Affiliates harmless
for all damages, fees and costs resulting from any claim and/or action brought by any
third-party due to (a) a content of Your Website or Media; (b) any unlawful Links or any mistake
made by the Advertiser in the transmission of the Links or (c) from Your misuse of the said
- 18.7. In no event shall Reflex Affiliates be liable for any
unavailability or inoperability of the Links, Program Website, technical malfunction, computer
error, corruption or loss of information, or other injury, damage or disruption of any kind
beyond the reasonable control of Reflex Affiliates. In no event will Reflex Affiliates be liable
for any indirect, incidental, consequential, personal injury / wrongful death, special or
exemplary damages, including but not limited to, loss of profits or loss of business
opportunity, even if such damages are foreseeable and if Reflex Affiliates has been advised of
the possibility thereof.
- 18.8. Reflex Affiliates's cumulative liability to Affiliate, from all
causes of action and all theories of liability, will be limited to and will not exceed the
amounts paid to Affiliate by Reflex Affiliates in Commissions during the six (6) months
immediately prior to such claim.
- 18.9. Provided that nothing in this Agreement shall exclude or limit
the liability of Reflex Affiliates or any of its employees, agents or sub-contractors for death
or personal injury resulting from their own negligence, or for fraud or fraudulent
19. Independent Investigation
- 19.1. You acknowledge that You have read this Agreement and agree to
all its terms and conditions. You have independently evaluated the desirability of participating
in the Affiliate Program and each Offer and are not relying on any representation, guarantee or
statement other than as set forth in this Agreement or on the Affiliate Program.
20. Communications between Parties
- 20.1. It is understood that the nature of the Agreement implies
constant and regular communications between Parties.
- 20.2. The Parties agree that most of the communications between them
until the term or termination of the Agreement will be made via Electronic Means of
Communication. Therefore, the Parties cannot renounce to use Electronic Means of Communication
and/or require the sole use of another one. 20.3. Any writing sent by a Party to the other one
via Electronic Means of Communication constitutes an original document between the Parties. The
elements, such as the time of receipt or issuance, and the quality of data received shall be
considered as priority proof such as authenticated by Reflex Affiliates computerized procedures,
unless written proof to the contrary is provided by the Affiliate. The level of proof of the
information issued by email or via any online discussion tool (i.e: Skype) is that granted to an
original and signed handwritten hardcopy.
- 20.4. To the extent permitted by the applicable law, the Parties
acknowledge and agree that in case of dispute regarding the content of the oral exchanges made
by an Electronic Mean of Communication between them, Reflex Affiliates’s version will prevail
upon Affiliate’s one unless this latter provides any evidence proving the contrary.
- 21.1. In addition to any notice permitted to be given under this
Agreement, We may modify any of the terms and conditions of this Agreement at any time by
providing You with a notification by email. The changes will become effective ten (10) business
days after such notice. If the modifications are unacceptable to You may terminate this
Agreement without penalty solely on the account of such termination within such ten (10)
business day period. Your continued participation in this Affiliate Program ten (10) business
days after a change notice has been posted will constitute Your acceptance of such change.
- 21.2. In addition, Reflex Affiliates may change, suspend or discontinue
any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad
in connection with a Link. Affiliate agrees to promptly implement any request from Reflex
Affiliates to remove, alter or modify any Link, graphic or banner ad that is being used by
Affiliate as part of the Affiliate Program.
- 22.1. Expenses and legal fees. Affiliate shall be responsible for the
payment of all legal fees and expenses incurred by Reflex Affiliates to enforce the terms of
- 22.2. Entire Agreement. This Agreement contains the entire agreement
between Reflex Affiliates and Affiliate with respect to the subject matter hereof and supersedes
all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees
that Reflex Affiliates shall not be subject to or bound by any Affiliate insertion order or
online terms and conditions that amend, conflict with or supplement this Agreement, regardless
of whether Reflex Affiliates "clicks through" or otherwise indicates its acceptance thereof.
Affiliate may not assign all or any part of this Agreement without Reflex Affiliates’ prior
written consent. Reflex Affiliates may assign this Agreement at any time with notice to
Affiliate. This Agreement will be binding on and will inure to the benefit of the legal
representatives, successors and valid assigns of the Parties hereto. The provisions of Section
9,11.4, 22.2, 22.6 and 22.10 and any accrued payment obligations shall survive the termination
of this Agreement.
- 22.3. Proof: The Parties acknowledge and agree that the exchanges made
by email constitute original documents between the Parties and shall be considered as proof,
unless written proof is provided to the contrary. The elements, such as the time of receipt or
issuance, and the quality of data received shall be considered as priority proof such as
authenticated by Reflex Affiliates computerized procedures, unless written proof to the contrary
is provided by the Affiliate. The level of proof of the information issued by email is that
granted to an original and signed handwritten hardcopy.
- 22.4. Amendments. Except as set forth in the "Modifications" section
above, this Agreement may not be modified without the prior written consent of both Parties.
- 22.5. Invalidity. If any provision of this Agreement is held to be
void, invalid or inoperative, the remaining provisions of this Agreement shall continue in
effect and the invalid portion of any provision shall be deemed modified to the least degree
necessary to remedy such invalidity while retaining the original intent of the Parties.
- 22.6. Relationship between the Parties. Each Party to this Agreement is
an independent contractor in relation to the other Party with respect to all matters arising
under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture,
association or employment relationship between the Parties. No course of dealing nor any delay
in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of
any default or breach shall be deemed a continuing waiver or a waiver of any other breach or
- 22.7. Declaration of the Affiliate. By submitting and application to
Affiliate Program, You affirm and acknowledge that You have read this Agreement in its entirety
and agree to be bound by all of its terms and conditions. If You do not wish to be bound by this
Agreement, You should not submit an application to Affiliate Program. If an individual is
accessing this Agreement on behalf of a business entity, by doing so, such individual represents
that they have the legal capacity and authority to bind such business entity to this Agreement.
- 22.8. Non-Waiver/Severability. No waiver of any breach of any provision
of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the
same or any other provisions hereof, and no waiver shall be effective unless made in writing and
signed by an authorized representative of the waiving Party. If any provision contained in the
Agreement is determined to be invalid, illegal or unenforceable in any respect under any
applicable law, then such provision will be severed and replaced with a new provision that most
closely reflects the real intention of the Parties, and the remaining provisions of the
Agreement will remain in full force and effect.
- 22.9. Assignment. Neither Party may assign, transfer or delegate any of
its rights or obligations under the Agreement without the prior written consent of the other
Party, and any attempts to do so shall be null and void; provided, however, that either Party
may assign the Agreement or any portion hereof/thereof, to: (a) an acquirer of all or
substantially all of such Party's equity, business or assets; (b) a successor in interest
whether by merger, reorganization or otherwise; or (c) any entity controlling or under common
control with such Party.
- 22.10. Third party Rights. Nothing in this Agreement is expressly or
impliedly intended to confer on any third party any right to enforce any of its provisions
pursuant to the Contracts (Rights of Third Parties) Act 1999.
- 22.11. Notification. Any notice given under this Agreement shall be in
writing and delivered or mailed to the addresses of the Parties given above or to any other
address notified. Notices shall be considered given: (a) where sent by hand or courier, upon
receipt; (b) where sent by certified mail, return receipt requested, on the second working day
following the date of mailing; (c) where sent by fax (subject to retention by the sending Party
of confirmation of successful transmission), 4 hours after the time of successful transmission;
and (d) by email, upon confirmation of the email by the other Party.
- 22.12. Applicable Law / Jurisdiction. The interpretation, construction and effect of this Agreement shall be construed
in all respects in accordance with the law of England and Wales and the Parties agree to submit
to the nonexclusive jurisdiction of the courts of England. If any suit, action or other legal
proceeding shall be instituted against either Party relating to the Agreement, each hereby
submits to the exclusive jurisdiction of the English courts, and further agrees to comply with
all the requirements necessary to give such court jurisdiction. The Parties shall use
commercially reasonable efforts to resolve disputes.
This Agreement was last revised in November 2019