Company provides the Services to the Customer as part of a software-as-a-service model, subject to these Terms of Service. General terms and conditions of the Customer do not apply, regardless of whether Company has expressly objected to them in a particular case.
By using the Services, now or in the future, Customer agrees to the latest Terms of Service. These Terms of Service apply to any of Company's existing products, and all features Company may add to the Services over time, unless otherwise specifically mentioned in terms applicable to specific products. If a situation arises wherein Company does not exercise or enforce any right or provision in these Terms of Service, in doing so, Company is not waiving that right or provision.
Company's Data Processing Agreement (DPA) under the European General Data Protection Regulation forms part of these Terms of Service.
1. Defined Terms
“Agreement” means these Terms of Service, including, if applicable, any Order Form and the DPA.
“Authorized User” means an individual using the Services on his/her/their own behalf as a Customer or using the Services as an authorized person for and on behalf of the company or legal entity of a Customer, to whom a user identification and password for the Services has been supplied. Authorized Users may include, for example, employees, contractors, agents or other third parties which Customer authorizes. Customer is liable for all acts of an Authorized User under Customer’s account.
“Customer” means an individual or a legal entity vested with legal capacity acting as a business or in self-employed professional activities who enters into the relevant contract in the conduct of such business or self-employed professional activity.
"Company" means Adaero Software GmbH, the developer and operator of the Service, doing business as "Affilimate".
“Company Content” means content published by Company.
“Confidential Information” means any information disclosed by either Company or Customer (the “Disclosing Party”) to the other (the “Receiving Party”), whether orally, in writing, electronically, or by inspection of tangible objects that is designated as “Confidential,” “Proprietary,” or some similar designation, constitutes trade or business secrets, or by its nature or the circumstances would reasonably be understood confidential. Confidential Information will not, however, include any information which: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the Disclosing Party; (b) becomes publicly known and made generally available after disclosure by the Disclosing Party through no action or inaction of the Receiving Party; (c) is already in the possession of the Receiving Party at the time of disclosure by the Disclosing Party as shown by the Receiving Party’s files, records, and/or other competent evidence immediately prior to the time of disclosure; (d) is obtained by the Receiving Party from a third party without a breach of such third party’s obligations of confidentiality; or (e) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as shown by documents and other competent evidence in the Receiving Party’s possession.
“Creator Customer” has the meaning set forth in Section 7.2 of this Agreement.
“Customer Data” means any and all information, data or material, including visitor data from the Customer, that is (i) submitted by Customer to the Service, (ii) collected by Company on behalf of the Customer and/or collected, from Customer’s website or other third-party sources, or (iii) collected, developed, or derived in connection with Customer’s products or services, data provided directly by Customer’s end users of those products or services, or data supplied by Customer to the Company for the use of the Services and/or Software. For the avoidance of doubt, Feedback, survey responses, and reports or other evaluative or analytical data are not considered Customer Data. Company shall have the unrestricted right to use such excluded data for any purposes, provided that such use does not disclose any Confidential Information of the Customer.
“Enterprise Customer” has the meaning set forth in Section 7.2 of this Agreement.
“Feedback” means feedback to Company on the Services or Software including, without limitation, feedback on usability, bug reports, and related information and documentation, which may be obtained from, or may be given by, Customer but it is not obliged to.
“Intellectual Property” or “Intellectual Property Rights” means all: (a) trade secrets; (b) patents and patent applications; (c) trademarks and trademark applications; (d) service marks and service mark applications; (e) trade names; (f) Internet domain names; (g) copyrights and copyright applications; (h) moral rights; (i) database rights; (j) design rights; (k) rights in know-how; (l) rights in inventions (whether patentable or not); (m) renewals or extensions of subsections (a) through (l) of this definition; (n) goodwill associated with subsections (a) through (h) of this definition, and (o) all other equivalent rights anywhere in the world.
“Law” means all applicable laws, statutes, directives, ordinances, treaties, contracts, or regulations, including but not limited to hazardous materials laws, Data Protection Laws, and privacy regimes.
"Order Form" means a mutually executed ordering document or online order specifying the Services, fees, subscription term, and any other terms agreed between the parties.
“Platform” or “Software” means the proprietary software-as-a-service (SaaS) solution owned and operated by Company, including but not limited to the web application, tracking script (also called "snippet"), browser extensions, API, and associated tools, all of them in their most recent version. Details of the web application are set out in the documentation that can be found at the following link: https://app.affilimate.com/docs. For clarity, the Software includes all Updates, bug fixes, error corrections, changes, enhancements, new versions, new releases, new features, Upgrades, functionality changes, and improvements thereto.
“Service” or “Services” means the provision of the Software through the Website, the browser extensions, all of them in their most recent version including standard, add-on, and custom features, technical support, onboarding, and any additional services as specified in an applicable Order Form.
“Terms of Service” means these terms and conditions in the latest version.
“Update” means, collectively, modifications, improvements, additions, extensions, translations, bug fixes, enhancements, releases, successors, derivative works, and updates to the Software.
“Upgrade” means any and all new versions of the Software, which adds major enhancements or modifications to the functionality or features to the Software.
“Website” means Affilimate’s publicly available website at affilimate.com, including its subdomains, documentation pages, and publicly available resources.
If Customer does not understand any of the language in these Terms of Service, please contact Company before using the Services.
Customer may not access or use the Services unless Customer agrees to comply with all of the Terms of Service set out in this Agreement. Any violation of these Terms of Service or this Agreement may result in the termination of Customer’s account.
2. Ownership and license
2.1. Ownership. Customer may not claim Intellectual Property or exclusive ownership rights to any of the Services. All Services are the property of the Company.
2.2. License. Subject to this Agreement, in particular payment of agreed-upon fees, the Company grants the Customer a non-exclusive, non-assignable, non-transferable, with no right to sub-license, worldwide limited right to use the Software for the duration of the subscription within the agreed scope and for internal business use only.
2.3. License Limitations, Reverse Engineering.
2.3.1. Customer may reproduce the Software only as necessary for its intended use as per the current performance description. Such permitted reproduction includes (a) loading the Software in the working memory on the provider's server; and (b) installing and using any client-side components expressly provided by Company for local deployment on Customer's hardware, solely as required for the Software's intended functionality. Customer shall not otherwise install, copy, or store the Software on any Customer's data media (such as hard drives or suchlike) of the hardware deployed by Customer.
2.3.2. Unless explicitly allowed under applicable Law, Customer is not permitted, and shall not permit any third party, to decompile, disassemble, reverse engineer or otherwise attempt to derive the source code of the Software, nor observe, test, analyze its functioning in order to, among others, obtain Confidential Information or underlying ideas, or algorithms.
2.3.3. Customer has no right to access, use, or receive the source code for the Software.
2.4. Open-Source Software. Certain client-side components of the Software may include open-source software. To the extent such components may be distributed to the Customer (e.g. browser extensions, SDKs), their use is subject to their respective license terms, which prevail over these Terms of Service solely to the extent required by the applicable license.
3. Company Content
All Company Content, including imagery and documentation that is published on Affilimate.com or its respective social media channels, is the property of the Company unless otherwise stated. Customer may not replicate Company Content without prior written consent. Company Content from this site shall not be used or exploited for commercial or non-commercial purposes without the prior written consent of the Company.
4. Account terms
4.1. Account Creation. Company will send the Customer access information and instructions required for use. In order to use the Services, Customer must create an account with a User ID and password.
4.2. Signup Information. Customer must provide a full legal name and a valid email address of an Authorized User in order to complete the signup process.
4.3. Account Sharing. Customer may not share its account login information with any third party for the purpose of sharing access to the Service. Customer may add additional Authorized Users to its account through the available team management functionality, subject to the subscription plan and any applicable fees.
4.4. Account Security. Customer and its Authorized Users are responsible for maintaining the security of the account and password. The Company cannot and will not be liable for any loss or damage from Customer’s failure to comply with this security obligation.
4.5. Responsibility. Customer is responsible for any activity that occurs under its account, including any activity by Authorized Users who have logins under the account.
4.6. Unauthorized Automated Access. Registering and accessing Customer’s account through a bot or other automated method is not permitted. Customer may only access the Services through interfaces and methods expressly provided and authorized by the Company (such as the API, dashboard, or other approved tools).
5. Usage Terms
5.1. Illegal Use. Customer may not use the Services for an illegal purpose, or to violate any applicable Laws. Customer, on its own behalf and on behalf of its Authorized Users, undertakes not to store any content that is illegal, in breach of the Law or official requirement, or that infringes rights of third parties in Company's system.
5.2. Malware Protection. Customer undertakes to check its data and information for viruses or other harmful components using state-of-the-art anti-virus programs before entering such data and/or information.
5.3. Prohibited Conduct. Customer (including Authorized Users) must not
(i) programmatically scrape or extract large volumes of historical or real-time data from the Services;
(ii) employ methods that circumvent applicable rate limits, usage caps, or subscription tiers; or
(iii) generate excessive load on Company’s systems or databases in a manner inconsistent with ordinary use.
5.4. Remedies. If Customer breaches this Section 6 (Usage Terms), the Company may suspend or terminate the Customer’s account with immediate effect. In addition, the Company may impose a contractual penalty at the Company’s reasonable discretion to reflect the additional infrastructure, bandwidth, and personnel costs incurred. In case of dispute, the penalty shall be reviewed by the locally competent regional court. Company’s right to claim damages exceeding the contractual penalty remains unaffected; however, any such damages shall be offset against the contractual penalty already imposed. The Company may further recover from the Customer all demonstrable damages and costs arising from such abuse, including but not limited to database overuse charges.
5.5. Acknowledgements. The Customer acknowledges and agrees that (i) unauthorized scraping or circumvention or other abusive conduct materially harms the Company and its infrastructure, and (ii) the penalty does not preclude the Company from seeking injunctive relief or additional damages where appropriate. The Customer may provide evidence that the actual loss of Company is lower than the penalty amount, in which case any excess amount paid shall be refunded accordingly.
6. Customer Data
6.1. Customer Data Collection. Customer may collect, integrate and/or extract Customer Data in, to and from the Service and Company, upon Customer's request and for the purpose of providing the Service, can collect, integrate or extract Customer Data in, to and from the Service through various methods, including an API connection with the third party source, uploading CSV/XLSX files containing data and data extracted via browser extension.
6.2. Guarantees Regarding Customer Data. To the extent possible and in good faith, Customer guarantees on its own behalf and on behalf of its Authorized Users that (i) Customer is permitted to use, upload and share the Customer Data in the manner chosen by Customer, (ii) Company is permitted to make use of the API connection, upload and/or extraction on behalf of and for the benefit of Customer, and (iii) the use of and access to the API connection, upload, extraction and the use of Customer’s login credentials by the Company does not infringe any terms or agreements between the Customer and the applicable third party. Customer shall inform Company immediately if there are any indications that a third party restricts the use of the respective API connection or if there is any doubt regarding infringement of third-party contracts. In such case, Company shall have the right to cease providing the API connection and shall continue to provide the other Services under this Agreement.
6.3. Use of Customer Data. Company is permitted to use Customer Data solely for the purpose of providing the Services to Customer, subject to the terms and conditions outlined in this Agreement. Company must not use the Customer Data for an illegal purpose, or for the purpose of violating any applicable Laws. Company will not share or distribute Customer Data with any third party, except for those agreed upon by both parties. Company’s use of Customer Data is subject to compliance with applicable policies, guidelines, terms of use, terms of service, code of conduct, and other relevant requirements related to the use of Customer Data.
6.4. Feedback. Company is hereby granted an irrevocable, perpetual, assignable, royalty-free unlimited license to make use of Feedback obtained from Customer and the results of any such use shall be exclusively owned by Company.
6.5. Data Export and Deletion After Termination. After the termination or expiration of the Term, Customer shall have the right to export its data (including, without limitation, Customer Data) or request the delivery of such data within fourteen (14) days. After such fourteen (14) day period, Company will either delete or return to Customer all Customer Data and Confidential Information in cooperation with Customer.
7. Payment and subscription terms
7.1. Applicability. These payment terms apply to all Customers. Additional terms may apply depending on the Customer type or any separately executed Order Form. If there is any conflict between these terms and a signed Order Form, the Order Form shall prevail. These terms continue to apply to all matters not expressly modified or superseded by the Order Form.
7.2. Customer Types. Customers subscribe either as:
(i) “Creator Customers” - Customers who subscribe through the self-service signup process and to not enter into a signed Order Form.
(ii) “Enterprise Customers” - Customers who subscribe pursuant to a separately executed Order Form.
7.3. Enterprise Customers
7.3.1. Fees and Payment. Enterprise Customers will pay the fees in accordance with the applicable Order Form. Unless otherwise agreed, all fees are invoiced in advance and due within thirty (30) days of invoice date. Customer is responsible for all bank charges, any wire fees, credit card processing fees, or other transaction fees associated with payment.
7.3.2. Taxes. All fees are exclusive of any taxes, tariffs, duties, or governmental charges, including without limitation sales, use, excise, ad valorem, property, withholding, or value-added tax. Customer is responsible for all such amounts, except taxes based on Company’s net income. If any amount must be withheld by law, Customer will gross-up the payment so that the Company receives the full amount stated in the applicable Order Form.
7.3.3. Term and Renewal. The subscription term, renewal provisions, and any trial period applicable to Enterprise Customers are governed by the applicable Order Form.
7.3.4. Termination. Enterprise Customers may not terminate their subscription for convenience unless expressly permitted in the applicable Order Form. The right of either party to terminate for cause remains unaffected.
7.3.5. Refunds. All fees paid by Enterprise Customers are non-refundable, except as expressly provided in the applicable Order Form or where a refund results from a material breach of this Agreement by the Company.
7.3.6. Overages. Any overage rights, limitations, or fees are governed exclusively by the applicable Order Form.
7.4. Creator Customers
7.4.1. Plans. Creator Customers may subscribe to monthly or annual plans. Monthly plans are billed on the subscription date each month. Annual plans are billed in advance for twelve (12) months.
7.4.2. Upgrades. Customer may request plan upgrades at any time by emailing support@affilimate.com. If approved, the price difference will be charged for the remainder of the current billing period. Subsequent billing will occur at the upgraded rate.
7.4.3. Overages. If usage exceeds plan limits (calculated based on the average usage over the preceding sixty (60) days), Company may require an upgrade to a higher plan for the following billing cycle. Customer will have two (2) weeks to decide whether to upgrade or to cancel the subscription effective at the end of the current billing period.
7.4.4. Termination. Creator Customers may terminate their subscription at any time without notice. Fees already paid are non-refundable, except as otherwise provided in this Agreement. The Company may terminate a Creator Customer subscription by providing three (3) months’ notice effective at the end of the then-current billing period.
7.5. All Customers
7.5.1. Trial. If Customer's account includes a free trial, access to the Services will be suspended at the end of the trial period, unless Customer upgrades to a paid subscription. A four (4) day grace period will apply following the end of the trial. After the grace period, Company may delete Customer Data in accordance with this Agreement.
7.5.2. Currency. Fees shall be paid in the currency specified in the applicable Order Form or checkout process. Customer is responsible for any currency conversion fees or exchange rate differences.
7.5.3. Late Payment and Suspension. If any undisputed fees are not paid when due, Company may charge interest on the overdue amount at a rate of 1.5% per month from the due date until payment in full; provided that such rate shall not exceed the maximum rate permitted by applicable Law, in which case the maximum permitted rate shall apply. If payment remains outstanding more than thirty (30) days after the due date, Company may suspend access to the Services until all overdue amounts are paid in full. Automated reminders or warnings issued through Company’s invoicing system and/or account portal constitute sufficient notice.
7.5.4. Collection Costs. If Customer is in default of payment, Customer shall reimburse Company for all reasonable and necessary costs incurred in enforcing payment of past-due amounts.
7.5.5. Payment Disputes. Customer must notify Company of any good-faith dispute regarding an invoice within fifteen (15) days of receipt. Undisputed amounts remain payable when due. The parties shall work in good faith to resolve any dispute within thirty (30) days.
7.5.6. Retention. Customer may exercise a right of retention only to the extent such right is based on the same contractual relationship.
7.6. Chargebacks. Customer should first contact support@affilimate.com regarding refund requests or unrecognized charges before issuing a chargeback with Customer’s bank. Company reserves the right to dispute any chargebacks that are not fraudulent and where Customer has not first attempted to resolve the matter directly with the Company.
8. Provision of the Software and Support
8.1. Availability. Company shall provide the Customer with access to the Software in its most recent version as a cloud-based service via the Internet for the duration of the subscription plan. The Software is hosted on infrastructure operated by or on behalf of the Company and may run across multiple servers. Access is provided via a web browser and, where applicable, optional components (e.g. browser extensions or APIs). Customer is responsible for its own adequate Internet connection.
8.2. Basic Support. Company provides basic support at no additional charge. Please direct all support inquiries to support@affilimate.com. Company’s support team will answer all emails as quickly as possible, but does not guarantee a timeframe during which Customer will receive a response. Some plans include "priority support" which means that, when receiving a support request from Customer, Company we will prioritize it over other requests. Nonetheless, Company does not guarantee a specific timeframe.
8.3. Additional Support. Further support services may be available to Customer upon agreement and for separate remuneration.
9. Price changes
Company may increase the fees for the Services, with effect as of the immediately following billing period. Company shall notify the Customer of any fee increase in text form (email shall suffice) at least four (4) weeks before it takes effect. If Customer does not agree, Customer may object and terminate the subscription by notice delivered to Company in text form (email shall suffice) no later than the last day of the then-current billing period.
10. Company Undertakings
10.1. Company Warranty. Company warrants that the Services correspond and conform to the service description specifications set forth in this Agreement, any applicable Order Form and applicable documentation.
10.2. Exclusion of Right to Remedy Defects. The statutory provisions on warranty apply. However, the right to remedy defects by the Customer is excluded for defects for which Company is responsible or defects existing at the time of the conclusion of the contract.
10.3. Disclaimer of Business Expectations and Profitability. Company does not warrant that the Customer’s business expectations associated with the use of the Services will be realized. Company is also neither responsible for any decisions Customer makes based on the data available in the Platform, nor warrants the accuracy, timeliness, or completeness of the data.
10.4. Update, Upgrades. In the case of Update, Upgrade and new version deliveries, the claims for defects are limited to the innovations of the Update, Upgrade or new version deliveries compared to the previous version status.
10.5. Plug-In Compatibility. Company does not warrant that the Services will function with all third-party plugins, components, web browsers, or web hosts. Company is not responsible for any compatibility conflicts that may arise with plugins, components, web browsers, or web hosts. While the Company strives to provide technical support as quickly as possible, without prejudice to the above, the Company is not liable for any data loss, website downtime, or any other issues that may occur as a result of installing Affilimate’s tracking script.
10.6. Company Representations. The Company represents that: (a) it endeavors to render the Services hereunder in a professional manner, and in accordance with industry standards; and (b) subject to Section 11.7 below, it will use commercially reasonable efforts to procure that the Software does not contain any computer code designed to damage, disrupt, disable, harm, or otherwise impede, the orderly operation of any software, data files, firmware, hardware, computer system or network.
10.7. Disclaimer. NONE OF COMPANY OR ITS AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES MADE BY COMPANY IN THIS SECTION 11 (COMPANY UNDERTAKINGS) OR ELSEWHERE IN THE AGREEMENT. COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS THAT THE SOFTWARE, ANY SERVICES OR ANY UPDATES OR THAT OPERATION OR USE OF THE SOFTWARE OR UPDATES WILL BE UNINTERRUPTED OR ERROR-FREE. COMPANY MAKES NO WARRANTY THAT ALL SECURITY RISKS OR THREATS WILL BE DETECTED BY USE OF THE SOFTWARE.
10.8. Limitations. Notwithstanding this Section 11 (Company Undertakings) and subject to the following paragraphs under Section 12 (Limitation of liability), the Company is not obligated to remedy any defects with respect to the Services that Company provides free of charge.
11. Limitation of liability
11.1. Liability. Company is liable for damages or reimbursement of fruitless expenses to an unlimited extent and in accordance with the statutory limitation periods in the event of intent, gross negligence, death, personal injury or bodily harm for which the Company is responsible, for guarantees from the Company, and in the event of claims under the German Product Liability Act against the Company.
11.2. In cases of simple negligence, Company is only liable for breaches of material contractual obligations by the Company, its legal representatives, or agents and only for contract-typical, foreseeable damages. A material contractual obligation is an obligation that is essential for the proper performance of this Agreement, or the breach of which endangers the purpose of this Agreement, and one that Customer can typically rely on being fulfilled.
11.3. Limitation of Liability. Except for liability under Section 12.1, in no event will Company be liable to the Customer for any indirect, special, consequential, punitive or incidental damages, even if Customer is advised of the possibility of such damages. In no event will the Company be liable for direct damages in an amount that exceeds the amount of fees payable by the Customer to the Company for the twelve (12) months preceding the claim.
11.4. Services free of charge. Notwithstanding Section 11 (Company Undertakings) and the preceding paragraphs of this Section 12 (Limitation of liability), if the Customer suffers harm due to a defect, Company will only be liable for damages if the defect was willfully concealed. Otherwise, Company’s liability is limited to cases of intentional misconduct or gross negligence.
11.5. Force Majeure. A party will be excused from a delay in performing, or a failure to perform, its obligations under this Agreement to the extent such delay or failure is caused by the occurrence of any contingency beyond the reasonable control, and without any fault, of such party, which contingencies include acts of God, war, riot, power failures, fires, strikes, pandemics and floods (referred to as a “Force Majeure Event”). In such event, the performance times will be extended for a period of time equivalent to the time lost due to the Force Majeure Event. In order to avail itself of the relief provided in this Section, the affected party must act with due diligence to remedy the cause of, or to mitigate or overcome, such delay or failure.
12. Indemnification
12.1. Company Indemnity. Company shall indemnify, defend and hold harmless Customer and Customer's employees, agents, officers and directors (“User Indemnified Party”), from and against any and all third-party claims, lawsuits or proceedings for damages, court costs and reasonable attorney fees which are awarded to Customer, arising or resulting from or related to any third-party claim (i) that the Services, or any elements embodied therein violates or infringes any third-party Intellectual Property Rights, to the extent set forth in this Section 13 (Indemnification), or (ii) that Company breaches applicable Law. In the event of such a claim, Company shall, at the Company's option and expense, either: (a)procure for Customer the right to continue using the Services as provided; (b) modify the Services to make it non-infringing without substantially diminishing its functionality; or (c) replace the Services with a non-infringing, functionally equivalent alternative. If none of the above options (a) to (c) are commercially reasonable or they impose an unreasonable burden on Customer, the Customer may terminate this Agreement and receive a pro-rata refund of any prepaid fees for the unused portion of the Services. In such a case, the Customer must provide a reasonable explanation as to why it does not consider the outcome to be functionally equivalent. Unless otherwise precluded by law, this Section 13.1 states the exclusive remedies of Customer in case of Company’s infringement of third-party Intellectual Property Rights.
12.2. Exceptions. This indemnification obligation does not apply to claims arising from modifications to the Services made by the Customer or third parties, or from use of the Services in combination with any other products, services, or systems not provided by Company, where the alleged infringement would not have occurred but for such modification or combination by Customer. The burden of proof rests with the Customer.
12.3. Notification. Customer agrees to immediately notify Company in writing of any such third-party claim, to allow the Company to take control over the defense and settlement of the claim, and to provide all reasonable assistance in defending the claim at Company's expense. Customer will provide all reasonable assistance in defending the claim at Company’s sole expense. Customer will allow Company to take control over the defense; provided that, Customer will have the right to participate at its own expense in such defense. Company agrees not to settle any third-party claim without Customer’s prior written consent if such settlement imposes any liability, admission of liability or wrongdoing, or other obligations on the Customer.
12.4. Customer Indemnity. Customer shall indemnify, defend and hold harmless Company and its affiliates and each of their respective directors, officers, employees, agents, successors and assigns from and against any and all third-party claims, lawsuits or proceedings for damages, court costs and reasonable attorney fees arising out of or related to the Customer’s breach of this Agreement, unless the Customer is not responsible for the breach. This indemnification obligation also applies to claims arising from Company’s use of the Customer Data that infringes third party’s Intellectual Property rights, except to the extent that such claims result from breaches of obligations under this Agreement for which Company is responsible.
13. Disclosure and compliance
Customer is responsible for determining if and how it needs to disclose its usage of the Services to visitors of Customer's website. The exact requirements for a privacy policy page can vary between jurisdictions. Customer’s privacy policy is a legal document, and making sure that it is accurate and compliant is Customer's responsibility as a website owner. Company cannot give the Customer legal advice. Customer is responsible for having its privacy policy reviewed by a lawyer to ensure full compliance with the applicable Laws in the relevant jurisdiction.
14. Emails and marketing
Customer may receive email notifications stemming from Customer's use of the Services. For instance, Customer may receive an email when a new affiliate link is added to the Customer's website, or when a health check fails. Customer may also receive marketing emails, informing the Customer of product developments or other company news. Customer may adjust email preferences either using the link inside the email itself, or inside the Affilimate web app. Further, Customer may also receive emails notifying the Customer of changes to these Terms of Service, trial expiration notices, and other emails related to Customer's usage of the Services.
15. Data Protection
The Company undertakes to comply with the applicable data protection regulations, in particular those of the Regulation (EU) 2016/679 (“General Data Protection Regulation” – “GDPR”). Information and notices about the processing of personal data when using the Services, as well as about Customer's rights in relation to such processing, can be found in the Privacy Policy at https://affilimate.com/qs/privacy-policy/.
The Company shall collect and use the Customer Data as a processor exclusively within the scope of the contractual purposes and as instructed by Customer. For this purpose, the parties shall conclude a Data Processing Agreement in accordance with applicable Law.
16. Confidentiality
The receiving party will not at any time (i) disclose, sell, share, license, transfer, or otherwise make available to any person or entity any Confidential Information of the disclosing party, or (ii) use, reproduce, or copy any Confidential Information of the disclosing party, except as necessary in connection with or as set forth in this Agreement. All Confidential Information will remain the disclosing party’s property and all documents, electronic media, and other tangible items or portions thereof, which contain Confidential Information of the disclosing party will be delivered to the disclosing party promptly upon the disclosing party’s written request. Nothing contained in this Agreement will prevent Company from complying with applicable privacy and/or Data Protection Law. The receiving party may disclose Confidential Information of the disclosing party in connection with subpoenas, court orders, other legal processes, or as otherwise required by applicable Law, however, the receiving party shall use its best efforts to give the disclosing party prompt written notice of such requirement (unless expressly prohibited in writing in such subpoena, court order, or other legal process) prior to such disclosure and shall take reasonable steps to protect the Confidential Information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement.
17. Acceptance
By creating an account for the Service, Customer is indicating that Customer has read and agrees with the Terms of Service detailed on this page.
18. Changes to Terms of Service
Company reserves the right to change or amend these Terms of Service. Changes that are purely formal in nature, involve updates to references, or constitute minor wording adjustments do not require prior notification or Customer approval. Any other modifications or additions will be communicated to the Customer by e-mail or in writing with a reasonable period of notice before the planned entry into force. If the Customer does not object to the amended Terms of Service in text form (e.g. letter or e-mail) within six (6) weeks after receipt of the e-mail, the amended Terms of Service shall be deemed accepted. In the event of an objection, the original Terms of Service shall continue to apply unchanged; in this case, however, Company shall be entitled to terminate this Agreement within the scope of an extraordinary right of termination with a notice period of thirty (30) days from receipt of the objection to the end of a calendar month.
19. Governing Law and Jurisdiction
19.1. The exclusive place of jurisdiction for all disputes arising from and in connection with this Agreement is the seat of the Company. Place of performance is the registered office of the Company.
19.2. The law of the Federal Republic of Germany shall apply exclusively without regard to its conflict of laws provisions.
20. Final Provisions
20.1. Set-Off. Customer may not set-off any claims against the Company unless those claims have been specifically acknowledged by the Company or legally established by a competent court of law.
20.2. Independent Contractor. Company will provide all Services as an independent contractor. Neither this Agreement nor Company’s provision of Services will create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between Customer and Company; and neither Party will have the right, power or authority (whether expressed or implied) to enter into or assume any duty or obligation on behalf of the other Party.
20.3. Export Restrictions. Both Parties acknowledge that the Service including the Software and documentation may be subject to the export laws and regulations of the United States, European Union and trade controls of other applicable countries, including the U.S. Export Administration Regulations and U.S. embargo and trade sanction programs (hereinafter referred to as “Trade Compliance Laws”). If an export license or other governmental approval is required in connection with this Agreement, Company will immediately comply with the requirement provided that such compliance does not breach any anti-boycott rules applicable to Company, and inform Customer of the requirement.
20.4. Assignment. Customer is not permitted to assign or transfer any claim under this Agreement, or the rights to use the Services, or any part thereof, whether temporarily or permanently, to any other person without Company’s prior written consent.
20.5. Severability. Should any provision of this Agreement be or become invalid, unenforceable, contain an inadmissible deadline provision, or a loophole, the legal validity of the remaining provisions shall remain unaffected.
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Last updated April 1, 2026
