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AFFILIATE PROGRAM AGREEMENT

  1. Enrollment in the program
  2. Campaign, ad materials, and intellectual property
  3. Commission
  4. Affiliate's duties and obligations
  5. Amendments to this agreement
  6. Confidentiality
  7. Term and termination
  8. Warranties
  9. Data Protection
  10. Indemnity
  11. Limitation of liability
  12. Applicable law and dispute resolution
  13. Misc

Valid on 26 September 2022

Mirelia is operated by Punctipes Commercial under the laws of Cyprus, registration number is HE 385093

PLEASE READ THIS MARKETING AFFILIATE PROGRAM AGREEMENT CAREFULLY.
This Affiliate Program Agreement (“Agreement”) is a legal contract between operator of this website, as may be from time to time notified or specified in the insertion order hereto (“Mirelia”), and YOU, the individual or entity signing up to become an affiliate via the registration form, or insertion order hereto (the “Affiliate,” or “you,” “your,” or otherwise referenced to Affiliate as a party hereto), which together are referenced herein as “Parties” or separately as “Party.”

The Affiliate Program Agreement applies to your participation in our marketing affiliate program (the “Affiliate Program”). Your participation in our Affiliate Program is contingent upon you agreeing to this Agreement. By participating in our Affiliate Program, you agree to be bound to the terms of this Agreement. We reserve a right to update this Agreement from time to time as set out in section 5 herein. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of a different Mirelia program. If we update or replace the Agreement, we will let you know via electronic means, including notification via your account on this website and/or notification or by email or other means of electronic communications you have specified during the registration and which are acceptable by us. If you do not agree to the update or replacement, you can terminate the Agreement as we describe below. If you do not elect to terminate your participation in the Affiliate Program, you agree to be bound by the updated or replaced Agreement.

1. Enrollment in the program

1.1. Eligibility. The Affiliate must be not less than 18 years of age or the age of majority in your state or jurisdiction, whichever is greater to enroll in the Affiliate Program. If the Affiliates an entity, the individual acting on behalf of the company must have the capacity to enter into agreements on behalf of such. Affiliate hereby represents, acknowledges, and warrants that such representative acting on behalf of Affiliate’s entity has the full legal capacity to accept terms hereto and enter into this Agreement on behalf of Affiliate, and such acceptance makes this Agreement legally binding and obligatory to Affiliate. Suppose such representative de facto has no legal capacity to accept and enter into this Agreement on behalf of Affiliate. In that case, the latter acknowledges and agrees that the other Party reasonably believes in the full legal capacity of such a representative. Thus, this Agreement is legally binding and obligatory to Affiliate under all circumstances.

1.2. Affiliate Acceptance. By completing an application (the registration form) to become an Affiliate, you are entering into this Agreement. Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program or not. Before we accept an application, we may reach out to you for more information if we find it necessary. We may require that you complete specific requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered rejected. You agree to comply with the terms and conditions of this Agreement at all times, including any applicable policies which may from time to time be introduced by Mirelia.

1.2.1. If Parties deem advisable, they may enter into this Agreement by signing the order form (Insertion Order) specifying the details of a particular marketing campaign to be launched and handled by the Affiliate. Any such Insertion Order shall be an integral part of this Agreement and shall be governed by its terms and conditions in full. If such Insertion Order regulates relations between the Parties differently than or stipulates details that vary from those set out herein, such Insertion Order shall prevail.

1.3. Affiliate Program requirements.

1.3.1 The Affiliate must maintain full compliance with:

  • (i) all applicable laws and regulations, including, but not limited to, laws regulating the advertising, guidelines, and rules on advertising practices (i.a., any and all applicable laws, FTC guidelines, and other similar regulations in jurisdictions where advertising is to be performed or displayed, on deceptive marketing practices, negative-option marketing, bait advertising, use of representations, endorsements, and testimonials, misleading and comparative advertising, etc.), EU E-commerce directive, EU Unfair commercial practices directive, other applicable EU directives, and regulations, as well as similar regulations in other jurisdictions where the advertisement is to be performed or displayed, as well as industry-wide standards and other requirements which may from time to time be presented by Mirelia in Affiliate Program.
  • (ii) all applicable privacy and data security laws, rules, regulations, self-regulatory principles, and the ethical guidelines, including, but not limited to, European Privacy Laws and/or any corresponding or equivalent national Laws, Controlling the Assault of Non-Solicited Pornography And Marketing (CAN-SPAM) Act of 2003, Telephone Consumer Protection Act of 1991 (TCPA), Children's Online Privacy Protection Act of 1998 (COPPA), CCPA, as well as similar regulations in other jurisdictions where the advertisement is to be performed or displayed, etc.
  • (iii) requirements of advertisement offer(-s) presented in Affiliate Program (as amended from time to time), and other requirements communicated by Mirelia to Affiliate.

1.3.2. Prohibited conduct. Under no circumstance the Affiliate shall be involved, whether directly or indirectly, including but not limited to, via affiliated persons and contractors, in any of the following activity nor its advertising shall contain, and/or Internet user traffic shall be originated from sources contain any of the following:

A. Any material that consists of paraphilia or scatological activities;

B. Any material that contains children or minors in adult or sexual situations;

C. Any material that contains bestiality (zoophilia), including animals in adult or sexual situations;

D. Any material that consists of extreme violence, abuse, rape, blood, incest, coprophilia, urination;

E. Fake Scareware Alerts;

F. Use of advertising materials that are not representative of the website/services described in advertising offer, as well as the use of misleading materials;

G. Any trademarks, copyrighted materials, logo, brand, creatives, or parts of the design that belong to Mirelia, including any mentioning of the products owned by Mirelia;

H. Email traffic of any nature (whether spam or not) with advertising generated from sending emails to individuals and/or companies, irrespective of the nature of relations between the Affiliate and any such individual and/or company;

I. Backjacking and Auto redirection that may result in forcing the visitor to go away from the Website(s) and/or Back Button redirect mechanics to another website or page when clicking on the “Return back” button in the browser;

J. Any content that includes “revenge porn”;

K. Any material that offers illegal products or services;

L. Use of incentivized online activity to visit websites, click on the ads or any activity that artificially enhances website or advertiser metrics;

M. Excessive profanity;

N. Use of advertising materials that promote violence, advocacy of, or racial intolerance against any individual, group, or organization;

O. Any campaigns containing Malware/ Fishing technologies or scripts;

P. Use of advertising materials that promote fake documents, copied material, or paper mills;

Q. Any unauthorized use of third party trademarks that either creates a likelihood of confusion that consumers will believe the products or services originated from the trademark owner or is likely to dilute the value of a known trademark, and materials that infringe on the rights of others, including intellectual property rights;

R. Use of advertising materials that promote drugs or any related paraphernalia;

S. Use advertising materials that promote sales or offers of certain weapons, alcohol, tobacco, or related paraphernalia. Advertisements for electronic cigarettes are permitted but cannot contain tobacco;

T. Running campaigns that target underaged persons (less than 18 years of age) or persons who have not reached the age of majority in their state or jurisdiction, whichever is greater;

U. Use of material that does not respect particular advertising rules added in the description of the respective advertising offer or other rules as they published or may from time to time be published on the Affiliate Program Platform;

V. Use of Browser lockers/ Ransomware;

W. Looping or Browser locking push notifications;

X. Any content blink, shake, flicker, or flash in a disruptive manner.

Y. The Affiliate shall not use any celebrities’ or influences’ images, voice, name, or other identifiable characteristics in the Ad materials, and not violate or use any person’s publicity rights without due authorization of a such person to use it for advertisement purpose.

1.3.3. Advertiser will indemnify and hold MIRELIA harmless of any liabilities, losses, or damages of any nature which are directly or indirectly derived from Advertiser’s infringements of this Agreement.

1.3.4. The Affiliate shall at all time maintain full compliance with the Affiliate Program requirements herein and must ensure that any of its affiliates, contractors, employees, related persons, and any other 3rd party in any way involved in cooperation with the Affiliate to the extent of Affiliate’s participation in Affiliate Program abide terms of this Agreement, and assure such persons' adherence to requirements herein.

1.3.5. Any occasion of non-compliance with the above Affiliate Program requirements set out in this clause 1 - 3, regardless of when such event happens or becomes known to Mirelia, constitutes a breach of contract and may result in suspension and/or termination of your participation in the Affiliate Program. It is the Affiliate’s sole responsibility to maintain compliance with requirements set out herein. Under no circumstance shall Mirelia be liable for any consequences of such, nor is it responsible for verification of such compliance by the Affiliate.

2. Campaign, ad materials, and intellectual property

2.1. After the Affiliate’s acceptance, it gets access to a website that encompasses an online solution to arrange the participation of the Affiliate in Affiliate Program, providing necessary instruments to set up Internet advertising campaigns on the available advertising offers, measure their results, and streamline billing issue (hereinafter “Mirelia Affiliate Platform.”).

2.2. Mirelia Affiliate Platform contains available offers from advertisers that the Affiliate may choose to work with to deliver Internet advertising inventory, such as leads, clicks, impressions, and/or other desired actions, or other units as set out in such respective offer (hereinafter “Deliverables”). Commission for the Deliverables provided may be set out according to the specific scheme defined in each relevant advertising offer. Such schemes may include, without limitation: Cost Per Acquisition (CPA), Cost Per Click (CPC), Cost Per Thousand (CPM), Cost Per Lead (CPL), Cost Per Download (CPD), Cost Per Install (CPI), Cost Per Sale (CPS) and Cost per View (CPV). Acceptance of any such available offer by the affiliate constitutes a lawful, sufficient, and legally binding contractual arrangement between the parties governed by this Agreement and the terms of the respective advertising offer.

2.3. All details of the respective advertising campaign offer are to be set out in the description of such offer placed on Mirelia Affiliate Platform and become binding to the Affiliate (as well as they become an integral part of this Agreement in case of acceptance of such advertising offer.) It is the sole responsibility of the Affiliate to examine the respective advertising offer and decide whether he is willing to accept it or not. Mirelia reserves a right to make any of advertising campaign offers unavailable to the Affiliate, or suspend it, as well as terminate any of the ongoing campaigns of the Affiliate upon Mirelia’s sole discretion with or without giving any notice, and with no liability (including any type of damages) for any consequences of such.

2.4. Ad materials. The advertising materials (hereinafter – “Ad Materials”) to be used by the Affiliate for advertising may be provided by Mirelia or by the Affiliate, or Both. Mirelia shall not be responsible for the review, approval, verification of compliance whatsoever for the Ad Materials used and provided by the Affiliate, and the latter shall bear all responsibility for any such use as described below herein.

2.4.1. Mirelia may, at its sole discretion and with or without any reason, ban any Ad Materials (e.g., for failing to comply with our participation requirements, described above), or forbid to use, or otherwise communicate that the Affiliate shall not use certain Ad Material (-s). Mirelia also reserves the right to but is not obligated, at its sole discretion, to allow the Affiliate to align the Ad Materials with the participation requirements. If the Affiliate fails to comply with the requests/demands set out in this subsection, Mirelia has a right to entirely reject payout within the advertising campaign where any such Ad Materials were used.

2.4.2. The Affiliate shall be liable for all and any changes and the content Ad Material(-s). Under no circumstance shall Mirelia be liable for any Ad Materials used by the Affiliate.

2.4.3. The Affiliate warrants and represents that it has all licenses, rights, permissions, consents, and ownership to submit the Ad Materials and provides the Mirelia with authorization to add the Ad Materials to Mirelia services for any possible use described in this Agreement or by Mirelia services. The Affiliate shall bear full and sole responsibility for all Ad Materials submitted to the Mirelia and any consequences arising from such submission.

2.4.4. The Mirelia shall not claim any control or ownership over Affiliates Ad Materials. The Affiliate or a third party who is the owner of the submitted Ad Materials (on the basis of license) have and reserve all the rights over Ad Materials and shall bear full and sole responsibility for the protection of such rights.

2.4.5. If the advertising campaign uses the Ad Materials provided by Mirelia, the latter shall remain the owner of such Ad Materials. Nothing in this Agreement shall constitute the waiver or transfer of the proprietary rights of the Mirelia of such Ad Materials.

3. Commission

3.1. Mirelia shall pay Commission to the Affiliate based on the respective advertising offer(-s) conditions set out in clause 2 - 2, 2 - 3 herein. Mirelia may set and/or communicate, including via particular advertising offer description, a number of parameters that may determine and/or affect your Commission, such as bounce rate, low user activity from referred traffic, fraudulent nature of traffic, etc.

3.2. Payout limits. It is hereby agreed that the minimum amount of Commission payout to the Affiliate is 1000 (one thousand) USD. All the amounts below 1000 (one thousand) USD shall be withheld by Mirelia until the Affiliates Commission exceeds the above number. Parties hereby agree that in case of termination of relations and/or termination of an advertising campaign, all sums of money below 1000 (one thousand) USD threshold shall not be returned and shall constitute a predetermined minimum amount of liquidated damages payable to Mirelia for such termination, unless other amounts of the same type of damages apply to the same event as per the general provisions on damages and liability set out herein. Mirelia may, from time to time, apply lower payout thresholds for certain payment methods as it deems necessary.

3.3. All statistics and measurements of advertising campaigns’ performance shall be calculated exclusively using Mirelia’s data available to the Affiliate via a dashboard on the Mirelia Affiliate Platform. Such data is an exclusive basis for calculating Commission payable to the Affiliate and other billing matters.

3.4. Billing period. The Commission is payable on a monthly basis unless otherwise agreed with Mirelia for the previous month within 15 days from the date of the end of the respective billing period.

3.5. Mirelia shall make all payouts in USD. Unless the parties agree otherwise, Mirelia is not responsible for making payouts in any other currency, for any currency conversion charges or fees the Affiliate may incur as a result, or for any fluctuations in the respective value of any currency as compared to the USD.

3.6. Mirelia is not responsible for any third-party fees charged by banks or financial institutions used to receive commissions and may deduct third-party processing fees from the Affiliate’s payout.

3.7. The Affiliate hereby acknowledges that it will not receive a payout of Commission for the following Deliverables:

a. Fraudulent Deliverables, including without limitation for any Unit that is:

i. generated by a computer script, device, program, robot, or other automated, artificial method;
ii. manually created in bad faith by the Affiliate with the direct intent to artificially inflate amounts payable by Mirelia;
iii. having other characteristics which may evidence the fraudulent nature, upon the sole discretion of Mirelia.

b. Generated through or as a result of any Adware, Spyware, or Drive-by Download applications or (ii) the modification in any manner of the Ad Materials in case they are provided by Mirelia.

c. Generated traffic has zero or almost no activity.

d. Generated as the result of any incentive, reward, or similar program offered by or through the Affiliate in exchange for such Unit.

e. Generated through the Affiliate’s subcontractors unapproved by Mirelia (if separately agreed by the Parties via email).

f. According to Mirelia’s data located outside of the targeting geography specified in the respective advertising offer.

g. Generated by or in connection with any advertisement, website, or application which infringes upon the intellectual property rights of any other third party or breaches the Affiliate Program requirements set forth in paragraph 1 - 3 hereto.

3.8. If Affiliate provides the Deliverables, that are identified as a fraudulent traffic, based on the sole reasonable discretion of MIRELIA, including, but not limited to if such meets the hallmarks specified in clause 3.7 of these terms, or that Deliverables were provided as a result of prohibited conduct set out in clause 1.3.2, of these terms as well as with no due compliance with applicable regulations, including those stipulated in clause 1.3.1. of these terms, (hereinafter referred to as “Inadequate Deliverables”), such actions shall be considered as a breach of Contract by the Affiliate and the following shall apply:

a. If the Parties have agreed for the post-payment the Affiliate shall not be entitled to receive a payout for the portion of Inadequate Deliverables;

b. If the Parties have agreed for the pre-payment the Affiliate shall return the payout received proportionally to the number of Inadequate Deliverables and applicable rates;

Under the sole discretion of Mirelia the Parties may agree any other remedy that they seem fit as an appropriate relief of the Mirelia.

3.9. The Affiliate is solely responsible for paying all taxes attributable to revenues earned under this Agreement. Mirelia reserves a right to request the Affiliate provide tax information depending on the jurisdiction in which the Affiliate resides or is organized. The Affiliate will promptly comply with any request by Mirelia for tax information. If the Affiliate fails to provide such information, Mirelia may withhold payment from the Affiliate until the Affiliate provides this information or otherwise satisfies Mirelia that the Affiliate is not a person from whom Mirelia is required to obtain tax information.

4. Affiliate's duties and obligations

4.1. The Affiliate at all times, at its own cost and own discretion, during the term of this Agreement shall: (i) be solely responsible, for all materials that either appear on the website and/or at any other resources, where advertising is to be performed or displayed, whether owned or operated by the Affiliate or by any 3rd party. In particular, it is the duty and responsibility of the Affiliate to ensure that all materials used in the advertising campaign meet and are in full compliance with any respective regulatory requirements (e.g., the inclusion of fully operational “Opt-out” mechanism under CAN-SPAM Act, the inclusion of date and business identification of the message sender under TCP Act, etc.); and (ii) for all technical issues, compliance with all applicable laws and regulations, including but not limited to: privacy, e-commerce, online/offline marketing regulations, etc.) on such websites and/or resources. In addition, it is full and sole responsibility of the Affiliate to ensure, that, if required by applicable laws, regulations or guidance, the Affiliate has obtained all necessary permits, approval and/or consents, (in the meaning of GDPR, CCPA, CPRA, etc., depending on which is applicable, as well as other regulations as set out in the Affiliate Program requirements herein) from the end users (consumers) and targeted audience; and (iii) for the use of materials subject to intellectual property rights of any third party in a way that does not infringe any such third party rights whether moral or proprietary; and (iv) disclosing on any such websites and/or resources adequately and accurately, through a respective privacy notice/policy, etc.,as well as how the Affiliate collects, uses, stores, and discloses data collected from visitors, including, where applicable, that third parties may serve content and advertisements, collect information directly from visitors, and place or recognize cookies, apply other tracking technologies on visitors’ browsers.

4.2. The Affiliate undertakes to immediately, upon discovery, notify Mirelia about: (a) all URLs or equivalent unique addresses/identifications for websites and/or resources where advertising to be performed or displayed, (b) each person’s or entity’s inquiries, claims, investigations, demands, legal proceedings (such as a subpoena, preservation request, order, warrant or similar documents) other materials concerning the advertising activity performed by the Affiliate to benefit from Affiliate Program.

4.3. The Affiliate is obligated and required to keep track and notify the Mirelia about each individual consumer that utilized his/her right to “opt-out” (or any equivalent similar procedure that shall result in the rejection of the consumer for obtaining any further marketing material either from the Affiliate or from the Mirelia) from any further advertising activities, and under no circumstances shall include such consumer to any further marketing campaigns, in which Mirelia is being advertised, without the prior written consent of the Mirelia.

4.4. Failure to comply with the notification requirements and obligations set out herein shall be deemed as a material breach of this Agreement by the Affiliate.

5. Amendments to this agreement

5.1. We reserve a right to update this Agreement from time to time and/or choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of a different Mirelia program, at our sole discretion, with or without any written notice given to you. Affiliate hereby expressly agrees and acknowledges that it’s their sole responsibility to monitor whether there are any amendments done hereto. The Affiliate has a right to withdraw from this Agreement within 14 days from the date of any changes, amendments, replacement of terms of Affiliate Program, if they disagree with any such amendments, by giving written notice to Mirelia. Unless such notice has not been delivered within the time-frames above, it shall constitute a full and complete acceptance by Affiliate of any such amendments, replacement, or changes, whatsoever, and a waiver of all rights pertaining to or arising from such events, including reimbursement of damages (both direct and indirect), claims or other demands, etc., as well as all remedies apart from those expressly stipulated herein.

6. Confidentiality

6.1. Either Party (hereinafter the “Disclosing Party”) may, from time to time, disclose to the other Party (hereinafter the “Receiving Party”) certain information relating to the Disclosing Party’s business or advertisers, affiliates, subsidiaries, agents, or employees; business and marketing plans, processes, strategies and methods which may not be standard industry practice or which are not generally known in the industry and/or to any section of the public; or studies, charts, plans, tables or compilations of business and industrial information acquired or prepared by or on behalf of the Disclosing Party (all collectively referred to as the “Confidential Information”).

6.2. The Disclosing Party and the Receiving Party hereby agree and acknowledge that such Confidential Information will be provided at the sole discretion of the Disclosing Party, and nothing in this Agreement obligates the Disclosing Party, its directors, agents, or employees to disclose or grant to the Receiving Party access to any Confidential Information. Unless expressly authorized in writing by the Disclosing Party, the Receiving Party hereby promises, pledges, covenants and agrees (a) to use the Confidential Information only for the purposes expressly contemplated in this Agreement; (b) that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, or agent of the Receiving Party without the prior written consent of the Disclosing Party. The Receiving Party acknowledges that the Disclosing Party remains the sole and exclusive owner of all right, title, and interest in and to the Confidential Information. The Receiving Party agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of the Disclosing Party, with the exception that one copy may be made for backup and archival purposes only. The undertakings and obligations of each Party under this Section shall not apply to any information which it can be established to have: (a) become publicly known through no action on the Receiving Party’s part; (b) been known by the Receiving Party prior to receipt; (c) been independently developed by the Receiving Party; (d) been approved for public release by the Disclosing Party’s written authorization; or (e) been required to be disclosed by law, or to a competent court, government or regulatory body having the right to same, provided that the Disclosing Party is notified immediately of such required disclosure and given the opportunity to seek a protective order. Unless Mirelia has provided its prior express written consent, the Partner shall keep this Agreement strictly confidential and may not make any unauthorized disclosure of the same to any person.

6.3. The confidentiality non-disclosure provisions shall survive this Agreement for a period of 3 (three) years.

7. Term and termination

7.1. Mirelia may at any time, in its sole discretion, immediately terminate this Agreement or cancel any ongoing advertising campaign with or without cause.

7.2. Mirelia will make commercially reasonable efforts to notify the Affiliate via email of any such termination or cancellation within a reasonable period of time.

7.3. The Affiliate may cancel any ongoing advertising campaign cause at any time by deactivating a campaign in Affiliate Program Platform or terminate this Agreement by giving a prior 14 days’ notice.

8. Warranties

8.1. Warranty Disclaimer; Exclusive Remedy. Mirelia warrants that the performance and functionality of Affiliate Program and Affiliate Program Platform (together in this clause 8, the “Service”), in all material respects, meet the specifications set forth in this Agreement. Mirelia does not warrant that the Service will be error-free. The Affiliate hereby acknowledges and agrees that the Service is to be provided “AS IS” and “WITH ALL FAULTS,” and the Affiliate is solely responsible for any consequences of use of the Service. The Affiliate’s sole and exclusive remedy for Mirelia’s breach of this limited warranty shall be that Mirelia shall use commercially reasonable efforts to modify the Service to meet the performance and functionality specifications, in all material respects, described in the most current version of Affiliate Program terms, and if Mirelia is unable to restore such performance and functionality, the Affiliate shall be entitled to terminate this Agreement. Mirelia shall have no obligation with respect to a warranty claim (i) unless notified of such claim within fourteen (14) days of the first instance of any material performance and/or functionality issue, or (ii) if the Affiliate fails to implement Mirelia’s recommendations towards the Service, (iii) if the warranty claim is the result of a third-party application or a customization of the Service prepared by the Affiliate or a third party. Any notice required to be sent pursuant to this section must be sent in writing and beforehand.

8.2. Expect as provided in Section 8.1 above Mirelia disclaims, to the extent authorized by law, any and all warranties, whether statutory, express, or implied, including, without limitation, (i) warranties of merchantability, fitness for a particular purpose, or workmanlike effort; (ii) warranties arising through course of dealings or usage of trade; and (iii) warranties that the Service will be error-free. Without limiting the foregoing, Mirelia expressly disclaims any warranty that the Service will meet the Affiliate’s requirements. The Affiliate assumes responsibility for selecting the Service to achieve its intended results and for the results obtained from the Affiliate’s use of the Service. The Affiliate shall bear the entire risk as to its use of the Service. This disclaimer applies to any expenses, damages, or injury, regardless of the cause, whether for breach of contract, strict liability, tortuous behavior, negligence, or for any other cause of action.

9. Data protection

9.1. During the course of business, the Parties may exchange certain personal information of its customers. In respect of such personal information both Parties shall act as two separate independent Data Controllers – they each individually exercise overall control over the purposes and means of processing of personal data under their possession.

9.2. The Parties have agreed that they will not jointly determine the purposes and means of processing, which is responsibility of each of the Parties to properly identify purposes and means of processing.

9.3. Notwithstanding the above mentioned, the Affiliate shall take its full obligation to comply with any applicable data privacy laws and in particular with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April, 2016, on the protection of natural persons with regard to the processing of Personal Data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (hereinafter –“GDPR”). The Affiliate hereby expressly agrees and confirm that any personal data collected is being collected and processed lawfully and any applicable confirmations, affirmations and consents (in accordance with the art.6 -7 of the GDPR) are collected and maintained. Upon reasonable request of the Mirelia, the Affiliate shall make available to the Mirelia all information necessary to demonstrate compliance with the obligations laid down in Article 28 GDPR and allow for and contribute to audits, including inspections, conducted by the Mirelia or another auditor mandated by the Mirelia. The Affiliate shall indemnify and hold the Mirelia harmless, as well as its licensors, service providers, and their respective affiliates, managers, agents and employees, from and against all losses, costs, and expenses, including reasonable attorneys’ fee, from third party claims arising from data subject`s claims, complaints, reports and any other charges which arise from Affiliates failure to comply with this clause.

9.4. For the avoidance of any doubt nothing in this Agreement shall mean that the Parties are using the same set of personal data (e.g. one database) for this processing as another Controller, as well as Parties does not have common information management rules, or a common objective with others regarding the processing.

10. Indemnity

The Affiliate shall indemnify, defend and hold Mirelia and its respective affiliates, subsidiaries and officers, members, shareholders, directors, employees, partners and designated agents, and licensors thereof harmless from any and all liabilities, losses, claims, demands, actions, proceedings, damages, costs and expenses including without limitation, reasonable legal fees and expenses in connection with any suit or claim, including those arising out of (i) the Affiliate’s activities carried out to benefit from Affiliate Program, (ii) any breach by the Affiliate of terms of this Agreement, including, without limitation, any representation, warranty, duty or obligation contained herein, (iii) any fraudulent conduct committed or negligence by the Affiliate, (iii) all liabilities related to the advertising campaign in which the Ad Materials of the Affiliate were used, any investigation or claim, and/or any intellectual property claims associated with any and all Ad Materials supplied by the Affiliate.

11. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MIRELIA BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE AND/OR BENEFIT FROM AFFILIATE PROGRAM, EVEN IF MIRELIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, MIRELIA’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE CUMULATIVE AMOUNT OF COMMISSION OF PARTNER PAID BY MIRELIA FOR THE PRECEDING THREE MONTHS.

12. Applicable law and dispute resolution

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the Republic of Cyprus without regard to any conflict of laws, principles, or rules; all matters concerned with the performance thereof shall be construed, interpreted, applied, and governed in all respects in accordance with the laws of the Republic of Cyprus notwithstanding the actual state or country of residence or incorporation of the Parties. The courts of the Republic of Cyprus shall have exclusive jurisdiction over any disputes arising out in connection with this Agreement and the performance thereof. The litigation proceedings shall be conducted in English. The Partner hereby irrevocably waives, to the fullest lawful extent, all rights to trial by jury in any proceeding relating to this Agreement hereto. Without prejudice to the generality of the foregoing, the Parties have agreed that any disputes over this Agreement may also be resolved under the mediation procedure if agreed by both Parties.

13. Misc

Notices. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by e-mail (or other means of communication set out in Affiliate Programme Platform) or facsimile (provided delivery is confirmed), or mail (registered or certified only), return receipt requested, to the address set forth below or such other addresses as the parties may designate from time to time in writing in accordance with this Section. Notice by mail shall be effective on the date it is officially recorded as delivered to the intended recipient by return receipt or equivalent. Notices sent by facsimile or email (or other means of communication set out in Affiliate Programme Platform) shall be deemed effective on the date sent, provided that delivery is confirmed.

Force Majeure. Except for payment obligations, if either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to causes beyond the reasonable control of the party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes (each, a “Force Majeure Event”), such party’s performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance. If such a party remains unable to continue full performance fifteen (15) days after the Force Majeure Event, the other party may terminate this Agreement upon written notice.

Severability. Should any of the provisions of this Agreement be adjudged invalid or unenforceable by the rules and regulations of Cyprus or a Cyprus court, such provisions shall be deemed several from the remainder of this Agreement and not affect the validity or enforceability of the remainder of this Agreement. In that case, such provisions shall be changed and interpreted to achieve the purposes of those provisions as much as possible within the extent of relevant laws or judgment of the court.

Survival. Sections 6, 7, 8, 9, 10, 11 and 12 shall survive termination or expiration of this Agreement for any reason. All other rights and obligations of the parties under this Agreement shall expire upon termination of this Agreement, except that all payment obligations accrued hereunder prior to termination or expiration shall survive such termination.

Relationship of Parties. The parties are independent contractors and will have no right to assume or create any obligation or responsibility on behalf of the other party. Neither party shall hold itself out as an agent of the other party. This Agreement will not be construed to create or imply any partnership, agency, joint venture, or formal business entity of any kind.

Waiver. No delay or failure by either party to exercise any right or remedy under this Agreement will constitute a waiver of such right or remedy. All waivers must be in writing and signed by an authorized representative of the party waiving its rights. A waiver by any party of any breach or covenant shall not be construed as a waiver of any succeeding breach of any other covenant.

Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, oral or written, with respect to the subject matter of this Agreement. The information and documents provided by the Affiliate to MIRELIA, as requested by the latest in order to enter the Agreement, shall also be considered as part of this Agreement. This Agreement may not be amended without the written consent of the Parties.

Assignment. MIRELIA is hereby authorized to assign, sublicense, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party provided that the assignee shall assume all rights and obligations under this Agreement. The Affiliate shall not assign, sublicense, delegate or otherwise transfer any of its rights or obligations in any manner or case whatsoever.

Counterparts. This Agreement may be executed in counterparts, or online, which taken together shall form one legal instrument.

No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto and their permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

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