THESE REFERRAL PARTNER PROGRAM TERMS AND CONDITIONS (the “Agreement”) set forth the terms of participation in the Referral partner Program of bobile.com Ltd. a company with principal offices located at 8 Haharoshet St. or Yehuda, Israel (together with its referral partnered companies – “bobile” or the “Company”). A participant in the bobile Referral partner Program is hereinafter referred to as “Referral partner” or “you”.
- General – WELCOME TO BOBILE!
This agreement contains the terms and conditions that apply to referral partner’s participation in the bobile referral partner program (the “program” or “referral partner program”). Carefully read these terms and conditions, which represent a legally binding agreement between bobile and you. You must agree and accept the terms of this agreement in order to become a bobile referral partner.By clicking “i agree” box on the application, you agree to sign up to be referral partner in the referral partner program and certify that (a) you have read this agreement and understand all of its content; and (b) you agree to be bound by all terms and conditions of this agreement, including without limitation, all documents, policies and procedures incorporated herein by reference and any possible future amendment thereof or additions there to; and (c) you have no conflict or other restriction in entering or performing this agreement or any part thereof, including receipt of all the applicable approvals required under the applicable law for the performance of this agreement by you.Violation of any of the terms of this agreement or any other document incorporated into this agreement by reference will result in the immediate termination of your participation in the program, without any need to inform you in writing, and for forfeiture of any outstanding referral partner fee payments earned during the violation. You agree to participate in the program at your own risk and expense.
For purposes of this Agreement, the following terms shall mean: You represent and warrant that:
- “Ad(s)” means anchor text, banners, button links, text links, or other graphic devices that bobile makes available to Referral partner and that is used for linking from the Referral partner Site to bobile Site.\
- “Referral partner Application” means the application submitted by a Referral partner to participate in the Program, as contained in the bobile Site.
- “Referral partner Fee” or “Fee” or “Referral Fee” means the approved and undisputed amount due and payable one time only to a Referral partner in accordance with the Referral Fee Plan.
- “Referral partner Site” means websites owned, controlled or used by Referral partner, on which the Referral partner will place Designated Links to bobile Site.
- “Referral partner Term” the term of the activity of a Referral partner as a participant in the Program commencing upon approval of Referral partner’s participation and ending according to the provisions of Section 12 below.
- “Referral partner Transaction” means a purchase by a Premium Referred User (referred to bobile through Referral partner’s Tracking Codes) of a bobile Premium Package.
- “Referral partner Transactions Per Month” means the aggregate number of Referral partner Transactions during each calendar month.
- “Content Restrictions” has the meaning ascribed to it in Section 4.3 herein.
- “Conversion Requirements” means such requirements set forth by bobile at its sole discretion and specified in the Referral partner’s Dashboard, for determining a Referred User’s successful conversion into a Premium Referred User.
- “Dashboard” means a dedicated online interface made available by bobile to participants of its Referral partner Program, through which the Referral partner may manage and monitor its participation in and performance under the Referral partner Program.
- “Designated Links” means links to the bobile Site, which are placed on the Referral partner’s Site pursuant to bobile instructions and which properly use a specially tagged URL link containing a Tracking Code the format of which is provided by bobile.
- Fraud Traffic” means any deposits or traffic generated at the Referral partner Site(s) and/or via the Referral partner’s activity through illegal means or in bad faith or with the intent to defraud the Company, regardless of whether or not it actually causes harm to the Company. Fraud Traffic includes but is not limited to spam, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the service, system, bonuses or promotions, offers to share the Referral partner Fees, directly or indirectly, with Users, and any other unauthorized use of any third party accounts, copyrights or trademarks.
- “Intellectual Property Rights” means copyrights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.
- “License” has the meaning ascribed to it in Section 3herein.
- “Minimum Transaction Requirement” means the number of Referral partner Transactions Per Month that is defined by bobile as the minimal number of Referral partner Transactions each Referral partner is required to achieve in order to continue participation in the Referral Partner Program.
- “Non-Active Referral partner” has the meaning ascribed to it in Section 2 herein.
- “Opt-Out Request” has the meaning ascribed to it in Section 7.3 herein.
- “Premium Referred User(s)” means a Referred User that has fully met the Conversion Requirements specified in the Dashboard, within thirty (30) calendar days of such user first becoming a Referred User as set forth hereunder (each, a “Conversion”).
- Referral Fees Plan” means a Referral partner compensation plan where Referral partner shall be paid for Premium Referred Users referred by him/it pursuant to this Agreement, in accordance with the Fees specified in the Dashboard.
- “Referred User” means a user that opened an account in bobile Site for the first time, through Referral partner’s Tracking Codes from Referral partner Site, email, or other communications.
- “Special Sale Terms” means such special discounts or other special benefits which bobile may determine to apply to certain Premium Package offers, excluding however any individual coupons used by Referred Users.
- “Sponsored Link” means a link (including without limitation, within banners) 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 or third-party websites (other than Sub Referral partners) which uses search terms or keywords to identify, draw attention to, or direct internet traffic to an internet site including, without limitation, the “Google Display Network.
- “Tracking Code(s)” means specific unique code(s) that bobile will provide the Referral partner to track the traffic and users which arrive via the Referral partner activity (including but not limited, from the Referral partner Site). This Tracking code will be embedded within the Designated Links to be used by the Referral partner in creating links to bobile Site. bobile tracks its users by cookies, which shall expire within thirty (30) days. If any users will not have cookies for any reason whatsoever (including if the applicable cookies have expired), such users will not be considered as Referred User of the Referral partner.
- “User” means both Referred Users and Premium Referred Users.
- “bobile Marks” means, without limitations, bobile trademarks, service marks, trade dress, trade names, corporate name, logos and any other distinctive brand features used in or related to bobile’s business.
- “Premium Package” or “bobile Premium Package” means any of the charged packages offered by bobile in the bobile Site, as may be updated and/or modified from time to time by bobile. Charged package which: (i) was either canceled within fourteen (14) calendar days from the day it was purchased; or (ii) was refunded in accordance with bobile refund policies or the applicable law, as may be from time to time; or (iii) was not duly and fully paid by Premium Referred User(s), will not be considered as a Premium Package.
- “bobile Site” means and/or any other website as may be added by the Company, in its sole and absolute discretion, from time to time.
- Payment Processing Services
Payment processing services for Reseller or Reseller Users on Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). Reseller and Reseller Users hereby agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Platform enabling payment processing services through Stripe, you agree to provide Platform accurate and complete information about you and your business, and you authorize Platform to share it and transaction information related to your use of the payment processing services provided by Stripe.
- Joining the Program
This Referral partner Program is designated for generators of high volume of Referred Users. We encourage web-designers webmasters, advertising agencies and/or those assisting friends and family, to seek our alternative programs which may present them with better-tailored avenues of income-generation such as the bobile Arena.
To begin the enrollment process, the prospective Referral partner shall submit a complete Referral partner Application via bobile Site. Referral partner must provide full, true and accurate information in the Referral partner Application. bobile will evaluate Referral partner’s Application in good faith and may notify him/her/it of its acceptance or rejection within approximately thirty (30) business days. Unless prospective Referral partner received a clear written notice from bobile confirming his participation in the Program, it shall not be deemed to be part of the Program.
bobile may reject Referral partner Application if bobile determines, in bobile’s sole discretion, that the Referral partner Site or activities are unsuitable for the Program for any reason. If bobile accepts Referral partner Application and thereafter the Referral partner Site or activity is determined (in bobile’s sole discretion) to be unsuitable for the Program, bobile may terminate the Referral partner’s participation in the Program at any time.
Unsuitable Referral partner Sites or activities may include, but not be limited to, sites that do not generate sufficient volume of visitors, sites containing or activities related to illegal, offensive, abusing, 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 without limitation, sites or activities that: promote violence; promote gambling; 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, trademark or other intellectual property rights of any third party or of bobile , or are directed towards children under 13 years of age (collectively, “Content Restrictions”).
bobile shall not be required to provide any explanation to its rejection of any prospective Referral partner
A rejection of a Referral partner Application by bobile shall not derogate from Referral partner’s right to reapply to the Program at any other time thereafter provided that the Referral partner complies with the provisions of this Agreement.
Once accepted to the Program, Referral partner hereby agrees to bobile: (a) sending from time to time to Referral partner emails and other communications regarding the Program, and (b) reviewing and monitoring the Referral partner Site to verify compliance with this Agreement.
- Payment Services
Payment processing services for you/Reseller and/or Reseller Users on bobile / Platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). You / Reseller and Reseller Users hereby agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of bobile / Platform enabling payment processing services through Stripe, you agree to provide bobile / Platform accurate and complete information about you and your business, and you authorize bobile / Platform to share it and transaction information related to your use of the payment processing services provided by Stripe.
- Tracking Codes and Ads
To permit accurate tracking, reporting, and Referral Fee accrual, bobile will provide Referral partner with a specific Tracking Code. Referral partner must ensure that each of the links between its Referral partner Site and bobile Site properly utilizes the Tracking Codes provided to Referral partner.
Referral partner is not authorized to alter, modify or change any of the Tracking Codes. Referral partner will only earn payments in accordance with the Referral Fees Plan. bobile will not be held liable to the Referral partner with respect to any failure by Referral partner to use such Tracking Codes. bobile will not be responsible for errors which may occur in the tracking of transactions if the Referral partner has made or caused any such modification to the Tracking Code. For the avoidance of doubt, the Referral partner will use the Tracking Code only for the purposes of the Program. Any other use of the Tracking Code will be considered void and subject to bobile sole discretion – shall be deemed as breaching this Agreement and will not entitle Referral partner to any Fee, which is based on such unauthorized use.
bobile hereby grants to Referral partner a non-exclusive, non-transferable, limited license to use the bobile Marks contained in the Ads provided to Referral partner by bobile for the sole purpose of this Agreement (the “License”). bobile will provide Referral partner with the necessary information to allow Referral partner to make appropriate Ads from the Referral partner Site to bobile Site unless approved in advance and in writing by bobile. Referral partner may not use any of the bobile Marks in any manner other than as contained in the Ads. Furthermore, Referral partner may not modify any of the Ads in any way, whatsoever unless approved in advance and in writing by bobile. The License shall expire upon the expiration or termination of the Referral partner Term.
Referral partner shall display the Ads in good taste, adjacent to any with the first or most prominent use of such Ads in piece of advertising means, in which such Ads appear, subject to other requirements as bobile may from time to time impose and provide to Referral partner, including bobile trademark guidelines. Referral partner may not use the Ads and the bobile Marks contained therewith in a manner that, in bobile’s sole discretion, is disparaging or otherwise portrays bobile in a negative light. Referral partner shall have no other right, title or interest in or to the Ads and bobile Marks contained therewith other than as specified in the Limited License granted herein.
Referral partner will be solely responsible for the content and manner of its marketing activities. All marketing activities must be professional, proper and lawful under applicable rules or laws.
bobile may at any time, without prior notice, require the Referral partner to remove or modify the Ads, or dynamically replace the bobile creative or text with creative or text suitable to bobile in bobile’s sole discretion.
As between Referral partner and bobile, bobile shall own all right, title and interest, including all Intellectual Property Rights, in and to the bobile Site, the Program and bobile Marks.
Referral partner shall include in its Referral partner Site, in a prominent and easily accessible place, a disclosure conveying that Referral partner participates in Referral partner programs which may reward Referral partner with monetary compensation in connection with referral of Site visitors to advertisers and other third parties. Such disclosure shall be in compliance with all applicable laws, rules and regulations.
- Minimal Achievement Requirement
The participation in the Referral Partner Program is contingent and depending upon each Referral partner achieving the Minimum Transaction Requirement in each calendar month during such Referral partner’s participation in the Program.
The Minimal Transaction Requirement is the achievement of a such number of Referral partner Transactions in each calendar month which will generate you a commission of at least Three Hundred US dollars ($300 USD) per month (the “Monthly Threshold Amount”). bobile shall have the right to change the Minimal Transaction Requirement at any time at its sole discretion. In event of such change, bobile shall provide a notice to all active Referral partners participating in the Program.
In event a Referral partner does not achieve the Minimal Transaction Requirement, bobile shall have the right, at its sole discretion to discontinue the participation of such Referral partner in the Referral partner Program. In event of such discontinuation, bobile shall provide a notice to the Referral partner informing him/her that his/her participation in the Program was terminated (a “Terminated Referral partner”). In such event, bobile shall pay for the actual number of Referral partner Transaction that have been executed provided Referral partner has complied with the terms of this Agreement and the transactions have be obtained in a non-fraudulent manner. Other than that, the Terminated Referral partner shall have no claims or demands towards bobile as result of such termination. Alternatively, bobile at its sole and absolute discretion may decide not to terminate the Referral partner’s participation in the Referral partner Program in case of failure to meet the Minimal Transaction Requirement within any given month and in such case, bobile shall pay the Referral partner Fee after the accumulation of the Monthly Threshold Amount.
A Terminated Referral partner shall not be entitled to rejoin the Referral Partner Program for a period of six (6) months following the date of termination of such Referral partner’s Participation in the Program.
- E-mails and Publications
If Referral partner sends, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages (“Emails”) in connection, directly or indirectly, with this Agreement and/or the Program, then Referral partner agrees, acknowledges, represents and warrants that all such Emails shall be in full compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation 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 in the applicable the Referral partner and Referral partner Site and including, but not limited to, all European laws and Directives and the Federal Trade Commission regulations.
Referral partner agrees to not utilize SPAM in promoting bobile. bobile maintains a ZERO tolerance policy towards the sending of SPAM, including, but not limited to, unsolicited commercial E-mails This action may result in the immediate suspension or termination of Referral partner account with a cancellation of and possible forfeiture of any pending Fees. Referral partner will also be in violation of this Agreement and subject to legal action and be held liable for any financial loss incurred by bobile.
SPAM is defined as including, but not limited to, the following:
- Send, initiate or procure the sending of an Email to any person who has either not explicitly requested to receive such messages (or has explicitly requested to receive no further Emails) specifically from Referral partner, including without limitation for the purposes of sending unsolicited bulk email, executing any “mass mailings” or “email blasts,” or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listings, auction sites, altnet, newsnet, newsgroups, or similar service.
- Employ any false or deceptive information regarding Referral partner’s identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Referral partner identity, and the intent, subject, and origin of the Email.
- Exploit documented or undocumented security holes on any client or server machine.
- Fail to (i) include clear, valid, and conspicuously displayed “From” and “Subject” lines in the Email, (ii) include a functioning return address (or hyperlink) in the Email that enables the recipient to submit a request to receive no further messages from Referral partner (“Opt-Out Request”) for no less than thirty (30) days from the date the Email was sent; or (iii) honor any Opt-out Request within ten (10) days of receipt of such Opt-out request by Referral partner.
- Obtain email addresses via automated means or send any Email 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.
- Employ any fraudulent, deceptive, false or misleading information in connection with the Emails.
- Send any commercial marketing Email or promotion to, or collect any personally identifiable information from, any person who is under eighteen (18) years of age.
Referral partner may use Tracking Codes within Emails that Referral partner sends to registered users of the Referral Partner Site.
- Compliance with Law and Regulations; No conflict.
Referral partner shall comply with any and all applicable laws, regulations (including without limitation the Federal Trade Commission Endorsement Guides) and statutes of the United States or any other state, country or jurisdiction in which he acts, including without limitation, such that relate to advertising, dissemination of email, and/or electronic communications. It is Referral partner’s responsibility to be aware of all such regulations, statutes and laws.
Referral partner may only send Emails containing a Tracking Code and/or a message regarding bobile or bobile’s Program. Failure by Referral partner to abide by this Section 8, CAN-SPAM Act or COPPA, in any manner, will be deemed a material breach of this Agreement by Referral partner and foreclose any and all rights Referral partner may have to any Referral partner Fee.
Referral partner acknowledges that bobile’s shares, are publicly traded on the NASDAQ. As such, Referral partner acknowledges the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received the material, non-public information about bobile, and on the communication of such information to any other person who may purchase or sell such securities in reliance upon such information. Referral partner will comply with all applicable securities laws in connection with the purchase or sale, directly or indirectly, of bobile securities for as long as Referral partner is in possession of or has knowledge of material non-public information about bobile. Without derogating from the provisions of this Agreement, in the event of a breach of this Section 8.3, this Agreement shall terminate immediately without prior notice.
Referral partner undertakes to immediately inform bobile in writing in case Referral partner participates in other programs offered by bobile, including but not limited to the bobile Arena program. In such case, bobile, in its sole discretion, may choose to keep Referral partner in only one program, but in any event – not both unless confirmed otherwise in writing by bobile. In case bobile has any doubt that Referral partner participates in two or more different programs without bobile prior written approval, bobile may terminate the Agreement immediately and any unpaid or earned (whether from one or all the programs) will be void and canceled, all on bobile sole discretion. Notwithstanding the foregoing, bobile will be entitled to claim back all Fees paid to Referral partner who participated in two or more different programs without bobile prior written approval.
- Prohibition on Sponsored Links and other activities
Referral partner shall not use, procure, bid on, or otherwise arrange for a Sponsored Link which uses or includes any of the bobile Marks.
Referral partner shall not register, procure, or use any internet domain name that includes any of the bobile Marks or any variations thereof.
Referral partner may not promote any Special Sales Terms offered by bobile.
Referral partner may not offer any person or entity any payments or incentives (like rebate, cash-backs, “paid to click” advertising or discounts) for using the Designated Links and/or converting a free bobile account into a Premium Package.
Referral partner may not record, redirect, read, or fill in on behalf of Referred User, the contents of any electronic form or other material submitted to bobile by any Referred User. Referral partner may not register any Referred User to the bobile Site or to any Premium Package, on behalf of such Referred User.
Referral partner shall not post Designated Links or other content promoting the bobile Site within any pop-up or pop-under windows.
Referral partner shall not use cookie stuffing techniques that set the Referral partner tracking cookie without the Referred User’s knowledge (e.g. iframing).
Referral partner is prohibited from making inaccurate, deceptive or otherwise misleading claims about bobile and the bobile services. In addition, Referral partner is prohibited from (i) taking any action that may cause Referral partner Site’s visitors to confuse between the Referral partner and bobile; or (ii) misrepresenting the relationship between Referral partner and bobile. For the avoidance of doubt, the Referral partner may not claim that bobile endorses supports and/or sponsors the Referral partner Site.10.9
Referral partner shall not use any Ads or Designated Links in connection with any client-side software application (e.g. toolbars, extensions, or any other applications that are downloaded or installed by any Site visitors) on any device.
- Referral Fees.
Subject to section 10.5, for every new bobile Premium Package purchased by a Premium Referred User through Referral partner’s Tracking Codes and Designated Links via the first “click-through” (as described below), but prior to the conclusion of the Referral partner Term and subject to the compliance of the Referral partner with the provisions of this Agreement (a “Qualified Purchase”), Referral partner shall be entitled to receive Referral partner Fees in according with the Referral Fees Plan stated in the Dashboard for such Referral partner. For the avoidance of doubt the eligibility for the Referral partner Fees is based on a “First click” approach so that only the Referral partner through which a potential Premium Referred User made their first click through to the bobile Site (but subject to all other terms herein) will be the one eligible to receive Fees for the first Qualified Purchase made by such user.
Notwithstanding the foregoing Section 9.1 in the event that a Qualified Purchase is made, and such purchase is subject to Special Sale Terms, the Referral partner Fees payable to Referral partner (if any) shall be subject to and reduced in accordance with the discount or other special benefits applicable to the Premium Package under the Special Sale Terms.
During the Term of this Agreement, bobile shall keep track of any Referred User by attaching such Referred User a Tracking Code which shall be kept for a period of thirty (30) days, provided that such period is within the Referral partner Term. If within such period the Referred User has not registered as a Premium Referred User, then the Referral partner will not be entitled to any Referral partner Fees with respect to such user, even if at a later time such Referred User will perform such actions as determined under the applicable Conversion Requirements.
bobile is entitled to grant additional rewards to any of its Referral partners at bobile’s sole discretion.
It is hereby clarified that Referral Fees are payable to an eligible Referral partner only for a first Qualified Purchase made by a respective Premium Referred User. The Referral Fee shall not apply on any renewals, trial versions (if applicable), second purchase or otherwise.
Referral partner will only earn payments in accordance with the Referral Fees Plan.
- Referral partner Fee Payment and Reporting.
bobile will generate monthly reports summarizing the sales activity of the Premium Referred Users as relevant and necessary for purposes of calculating each Referral partner’s Fee in the preceding month, which will be available to Referral partner via the Dashboard (the “Monthly Report”). The form, content and frequency of the Monthly Reports may be revised as determined by bobile at its sole discretion and as may be updated from time to time. Such reports shall be issued within three (3) weeks as of the end of the respective month. Invoices submitted prior to the dissemination of the Monthly Report, which shall not correspond to the amount stated in the Monthly Report, shall be returned to the Referral partner, without payment.
Referral partner Fees will be payable within approximately forty-five (45) days following the end of each calendar month (“Payment Day”), provided an invoice has been received by bobile from the Referral partner at least 30 days before and such invoice corresponds to the respective Monthly Report issued by bobile.
In no event will bobile pay to a Referral partner any Fees unless and until at least the Monthly Threshold Amount has been accumulated in Referral partner’s account, and therefore in the event that, in any given month, the Referral partner has failed to reach at least the Threshold Amount by the Payment Day, any reached Conversions (and the Fees related thereto) shall be carried over and added to the next month’s Referral partner Fees. In the event that the Referral partner fails to reach the monthly Threshold Amount for three (3) consecutive calendar months, then such Referral partner may be regarded, at the sole and absolute discretion of bobile, as a Non-Active Referral partner, the Fees due to any Conversions and/or Premium Referred Users reached until then will be voided and cancelled, and bobile may terminate this Agreement with no liability, including any payment liabilities, whatsoever to Referral partner.
bobile will pay Referral partner Fees on Tracking Codes that are automatically tracked by bobile referral partner system and reported via the Dashboard. bobile will not pay Referral partner Fees unless the Tracking Code is tracked by bobile referral partner system and reported via the Dashboard.
All payments of the Referral partner Fees will be due and payable in United States Dollars only, except as otherwise determined by bobile in its sole discretion. Payment will be made against a valid invoice issued by Referral partner, through wire transfer or any other method chosen by bobile, in its sole discretion. Referral partner is responsible to provide bobile with full and accurate details as required for it to remit the Referral partner Fees, and shall be solely liable for any delay in payment resulting from its failure to duly and timely provide bobile with such details.
In the event of any activity deemed suspicious by bobile at its sole determination, bobile may delay payment of the Referral partner Fees to Referral partner for up to sixty (60) days to verify the relevant transactions and in the event that bobile determines the activity to constitute Fraud Traffic, it shall recalculate or withhold the Referral partner Fees accordingly and in its sole discretion. It is hereby clarified that in any event that bobile shall determine that Referral partner has acted in violation of this Agreement or is involved, directly or indirectly, in any fraudulent, deceptive, manipulative or otherwise illegal activity connected to bobile, including without limitation to the bobile Site, Tracking Codes and/or Users, bobile shall have the right, in addition to any other right or remedy available to it under this Agreement or applicable law, to render the Tracking Codes assigned to such Referral partner inoperative, and immediately block Referral partner access to the Program, with no compensation to Referral partner. Referral partner hereby irrevocably waives any claim or demand against bobile, its directors, officers, shareholders or employees in respect of such action taken by bobile.
The Referral partner is responsible for the payment of all taxes applicable to the conduct of Referral partner’s business. The payment to the Referral partner shall be subject to any withholding tax obligations applicable by law. It is agreed that the Referral Fees are inclusive of any and all taxes applicable by any law including VAT.
If any excess payment has been made to the Referral partner, bobile reserves the right to adjust or offset the excess amount against any subsequent fees payable to Referral partner.
- bobile Transactions Processing Services Policies and Pricing.
bobile will process transactions placed by Users who used the Tracking Codes from the Referral partner Site to bobile Site.
bobile reserves the right to reject transactions that do not comply with any certain reasonable requirements that bobile may periodically establish.
bobile will be responsible for all aspects of transactions processing and fulfillment.
bobile will track purchases generated by Users referred through the Referral partner Site. To permit accurate tracking, reporting, and Referral partner Fees accrual, the Referral partner shall ensure that Tracking Codes are properly formatted. bobile will not be responsible for improperly formatted Tracking Codes.
bobile may change the pricing, policies and operating procedures at any time consistent with applicable laws. For example, bobile will determine the prices to be charged for services in accordance with bobile’s own pricing policies. In the event that such changes affect items that Referral partner already has presented on the Referral partner Site, the Ads or any other information provided by Referral partner to third parties in respect with this Agreement and its participation in the Program, Referral partner must track such changes and reflect them in the Referral partner Site or in any other relevant marketing means.
Sub Referral partner(s)
Referral partner may engage other entities as sub referral partners for the purpose of referring visitors of such sub referral partners’ websites to the bobile Site via the Designated Links and the Adds (“Sub Referral partners”).
Referral partner shall immediately inform bobile of any Sub Referral partner it engages and shall provide bobile all the details required by bobile from time to time in connection such Sub Referral partner.
Referral partner assumes full and sole responsibility for the activities conducted by its Sub Referral partners. Referral partner shall require to be subject to the same restrictions placed on Referral partners, including without limitation under Sections 5,6, 7, 8, 9, 12, 16 and 17 respectively. Referral partner shall regularly monitor the activities of its Sub Referral partners and shall verify they are in compliance with such provisions.
Referral partner shall be responsible for the payment of any fees, rewards and any other compensation to its Sub Referral partners. As Sub Referral partners are not registered Referral partners, bobile is not required to pay any amount or Referral Fees to the Sub Referral partner, even if such Sub Referral partner generates traffic or transactions to bobile.
Referral partner shall be liable, for all intents and purposes, to bobile for the performance of its Sub Referral partners’ obligations. Any activity (or lack thereof) in violation of this Agreement by a Sub Referral partners shall be deemed as a breach of this Agreement by the Referral Partner.
If bobile requests Referral partner to cease engaging a Sub Referral partner as such, Referral partner shall immediately do so. bobile shall not be required to provide any explanation to such a request.
- Referral partner Term and Termination.
The term of Referral partner’s participation in the Program shall commence upon bobile’s acceptance of the Referral partner Application and shall end upon provision of a termination notice by either party in accordance with the provisions of this Section 13 (the “Referral partner Term”).
Either party may terminate Referral partner Term as for its own participation in the Program at any time, with or without cause, by giving the other party a ten (10) days prior written notice of termination.
Subject to Section 12.4 herein, termination of the Referral partner Term will result in the deactivation or deletion of the Referral partner’s account or its access to the Referral partner account in the bobile Site, and the forfeiture and relinquishment of all potential or to-be-paid Referral partner Fees in the Referral partner account.
Subject to the provisions of Section 10 above, and except as stated otherwise, upon termination of the Referral partner Term, Referral partner will be entitled to receive Referral partner Fees for Premium Referred User accrued during the Term of this Agreement.
In the event of a material breach of this Agreement by Referral partner, bobile may, at its sole and absolute discretion, terminate the Referral partner Term immediately, without prior notification, and the Referral partner will not be entitled to receive any unpaid Referral partner Fees, which accrued prior to such termination.
Upon the termination of the Referral partner Term for any reason, Referral partner shall promptly remove all Tracking Codes, Ads and other Program-related content from Referral partner Site or any other communication means used by the Referral Partner. Referral partner will immediately cease use of, and remove from Referral partner Site, all links to bobile Site, and all of bobile Marks, and all other materials provided by or on behalf of bobile to the Referral partner pursuant here to or in connection with the Program.
Sections 2, 4.5, and Sections 14 through 21 of this Agreement and any other provisions that by their express terms do, or by their nature should survive termination of Referral partner Term, shall continue to be in force despite the termination of the Referral partner Term.
bobile may disclose to Referral partner certain information as a result of Referral partner’s participation in the Program, which information we consider to be confidential (herein referred to as “Confidential Information”). For purposes of this Agreement, 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 Referral partner or Referral partner Site and not generally available to other referral partners of the Program; (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 bobile or bobile’s services. Confidential Information shall also include any information that bobile designate as confidential during the term of this Agreement. Confidential Information shall not include information which is: (a) previously known to the other party without obligation of confidence or without breach of this Agreement; (b) which is publicly disclosed (other than by the Referral partner) either prior or subsequent to the Referral partner’s receipt of such information; (c) required to be disclosed by the other party by law or by the order of a court or similar judicial or administrative body.
Referral partner 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 this Agreement, without bobile’s prior written consent.
- General Provisions, Responsibilities of the Referral partner, Representations and Warranties
Referral partner hereby warrants and represents that he/she is over the age of eighteen (18) and in all respects Referral partner is qualified and competent to enter into this Agreement.
Referral partner will provide accurate and complete details regarding his/its identity and personal details such as: bank account, wiring instruction, address or other required information.
Referral partner will be solely responsible for the development, operation, and maintenance of Referral partner Site and Referral partner’s activities and for all materials related thereto. Referral partner will indemnify and hold bobile harmless from all claims, damages and expenses incurred by bobile due to any third party claims relating to the development, operation, maintenance, manner and contents of the Referral partner Site or activities.
In the event that any entity (including any employee, agent, subcontractor or representative of Referral partner (each, an “Referral partner Agent”) participates in the Program or otherwise acts on behalf of Referral partner with respect thereto, Referral partner shall ensure that such Referral partner Agent fully complies with the terms of this Agreement, and Referral partner shall be fully liable for any act or omission of such Referral partner Agent.
Referral partner hereby represents and warrants to bobile that materials posted on his/its Referral partner Site do not violate or infringe upon the rights of any third party, and that materials posted on his/its Referral partner Site are not libelous or otherwise illegal nor may cause Referral partner to violate any of its representations and obligations under this Agreement. bobile disclaim all liability for all such matters.
As a condition to Referral partner’s participation in the Program, he/it is hereby represents and warrants that during the Term of this Agreement, Referral partner will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority as applicable to Referral partner, whether those laws are now in effect or later come into effect during the Term of this Agreement.
This Agreement has been duly and validly executed and delivered by Referral partner (by acceptance of its terms) and constitutes Referral partner’s legal, valid, and binding obligation, enforceable against Referral partner in accordance with the terms contained herein.
The execution, delivery, and the performance by Referral partner of duties pursuant to this Agreement will not, with or without the giving of notice, the lapse of time, or both, conflict with or violate: any provision of law, rule, or regulation to the extent applicable; any order, judgment, or decree applicable or binding upon Referral partner’s assets or properties; any provision of Referral partner’s by-laws or certificate of incorporation, or any agreement or other instrument applicable to Referral partner or binding upon Referral partners assets or properties.
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 Referral partner in connection with the execution, delivery, and performance of this Agreement or the taking by Referral partner of any other action hereunder.
To the best of Referral partner’s knowledge, there is no pending threatened claim, action, or proceeding against him/it, or any referral partner thereof, with respect to the execution, delivery, or consummation of this Agreement, 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.
Referral partner understands that bobile may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate sites that are similar to or compete with the Referral partner Site.
bobile has the right, in bobile’s sole discretion, to monitor Referral partner Site at any time and from time to time to determine if the Referral partner is in compliance with the terms of this Agreement. Any deviations from the guidelines and treatment described in this Agreement must be approved in advance and in writing by bobile.
- Relationship of Parties
bobile and Referral partner are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
Referral partner will have no authority to make or accept any offers or representations on bobile’s behalf. Referral partner will not make any statement, whether on its/his Referral partner Site or otherwise, that reasonably would contradict anything in this Agreement.
bobile makes no express or implied warranties or representations with respect to the agreement, the program and the information to be delivered pursuant hereto. Including, without limitation, 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.
bobile makes no representation as to any of the information found on bobile’s site. The materials on bobile’s site and for the referral partnerd sites are provided “as is” without any express or implied warranty of any kind. bobile does not warrant the accuracy or completeness of the information, text, graphics, links or other items contained on the bobile’s sites. Any of the information offered on bobile’s site may change at any time without notice.
Should the materials or services provided prove defective and/or cause any damage to equipment or any loss or inconvenience to the Referral partner or anyone claiming through the Referral partner, the Referral partner assumes the entire cost and responsibility for them.
Referral partner will indemnify and hold harmless bobile, 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 Referral partner’s operations or website or out of any disputes between Referral partner and any other party relating to this Agreement or the participation in the Program, the Site(S) or to services provided by bobile.
- Limitations of Liability
Under no circumstances shall bobile, its subsidiaries, officers, directors, employees or suppliers be held liable for any direct or indirect damages and/or losses, to the referral partner, user, and/or other third party that may arise due to (i) “downtime” and/or availability of bobile site or the program, and any losses of any kind that may result due to downtime in the program and/or any other third party’s downtime; (ii) any termination of this agreement;. (iv) any investments, actual or planned, by referral partner in connection with its participation in the referral partners program.
Notwithstanding anything to the contrary contained in this agreement, bobile, its subsidiaries, officers, directors, employees or suppliers will not be liable to referral partner with respect to any subject matter of this agreement under any contract, negligence, tort, strict liability, or other legal or equitable theory for any indirect, incidental, consequential, special, punitive or exemplary damages (including, without limitation, loss of goodwill or actual or anticipated revenue, profits or lost business), even if bobile, its subsidiaries, officers, directors, employees or suppliers have been advised of the possibility of such damages. Our aggregate liability arising in connection with this agreement and the program will not exceed the total fees paid or payable to the referral partner under this agreement in the twelve months immediately preceding the date on which the event giving rise to the most recent claim of liability occurred
bobile may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion by providing Referral partner fourteen (14) days prior notice of such modification. Notice of any change by e-mail, to Referral partner’s address as provided to bobile, or the posting on our Site of a change notice or a new agreement, is considered sufficient notice to Referral partner of a modification to the terms and conditions of this Agreement. Modifications may include but are not limited to, changes in the scope of available Referral partner Fees, payment procedures and schedules, and Referral partner Program rules.
Notwithstanding the foregoing Section 18.1, the Referral Fees Plan may be altered, modified or changed by bobile, from time to time, in its sole and absolute discretion, provided that bobile will notify Referral partner of such change of the Referral Fees Plan. Referral partner Fees earned prior to such change will be paid according to the conditions in effect prior to such changes. Referral Fees earned after such change is in effect will be paid according to the new conditions of the amended Referral Fees Plan’s effective date at which the payment has been made.
If any modification is unacceptable to Referral partner, its/his/her sole recourse shall be to terminate this Agreement. Referral partner’s continued participation in the Program following posting of a change notice or a new agreement on bobile Site will constitute binding acceptance of such change.
The headings herein are inserted as a matter of convenience only and do not define, limit, or describe the scope of this Agreement or the intent of the provisions hereof.
The failure of each of the parties to exercise or enforce any right or provision of the conditions and terms of this Agreement shall not constitute a waiver of such right or provision. bobile failure to enforce Referral partner’s strict performance of any provision of this Agreement will not constitute a waiver of bobile’s right to subsequently enforce such provision or any other provision of this Agreement.
This Agreement constitutes the entire understanding between the parties regarding to specific subject matter covered herein. This Agreement supersedes any and all prior written or verbal contracts or understandings between the parties hereto and neither party shall be bound by any statements or representations made by either party not embodied in this Agreement.
If any dispute arises in connection with the performance of this Agreement and cannot be amicably resolved, such dispute shall be solely and finally governed by and be construed according to the laws of Israel, without regard to the conflict of laws provisions thereto. Any dispute arising under or in relation to this Agreement shall be exclusively resolved in the competent courts of Tel Aviv, Israel.
The rights and obligations of each party hereunder shall inure to the benefit of the respective successors and assigns of the parties hereto, provided that, except as expressly provided herein, the Agreement and any rights or obligations hereunder shall not be assigned or delegated by Referral partner without the prior written consent of bobile (which shall not be unreasonably withheld).
- Independent Investigation
bobile encourages Referral partner to consult with legal and/or financial and/or tax and/or accounting advisors prior to entering the Program.
Referral partner acknowledges and agrees that nothing herein and no statement by bobile or any of its employee or other person associated with bobile has prevented Referral partner in any way from seeking such advice before entering into this Agreement.
Referral partner has independently evaluated the desirability of participating in the Program and he/it is not relying on any representations or statements other than as set forth in this Agreement.
Referral partner has read this agreement carefully and understands it, has had the opportunity to consult with counsel and accept the obligations, which it imposes upon referral partner without reservation. Referral partner has also taken into account the limitation of liability and warranty disclaimer provisions of this agreement prior to accepting this agreement. No promises or representations have been made to referral partner to induce him/it to accept this agreement. Referral partner agrees to the terms of this agreement voluntarily and freely. **