The following are the terms and conditions governing Webz.io Ltd.’s (“Webz”) affiliates program for Lunar services (the “Terms”). These Terms together with the Webz Privacy Policy available at: https://webz.io/privacy/ constitute a binding agreement between you, a referral affiliate (“Referral Affiliate” “you”), and Webz, and by joining Webz’s affiliates’ program, clicking your acceptances to these Terms or referring leads to Webz via Links (defined below) in any way or manner you agree to abide by, and that you are bound, by these Terms. If you do not understand and/or agree to these Terms, you should not participate in Webz’s affiliates’ program and/or use the Links.
Webz may unilaterally change or add to the terms of these Terms at any time, including the payment terms and rates. You should check our website periodically and review changes to the Terms at the following URL: https://lunarcyber.com/affiliate-terms-of-service/. By continuing to participate in Webz’s affiliates’ program and/or using Links following such modifications, you agree to be bound by such modifications. If you do not agree to the provisions of these Terms, your only remedy is to discontinue your participation in Webz’s affiliates’ program.
Webz hereby appoints Referral Affiliate as a non-exclusive member of Webz’s referral affiliates program for Lunar services. As a member of the program Referral Affiliate may refer prospective customers to purchase the Premium Package (defined below). Referral Affiliate may not use Webz’s trademarks and trade names except as explicitly permitted by Webz in writing and may not register any trademark or domain name or open a social media account that includes Webz’s trademarks or trade names or that are confusingly similar thereto. “Premium Package” means any of the Lunar charged packages offered by Webz in Lunar’s website, as may be updated and/or modified from time to time by Webz. Charged package which: (i) was either cancelled within fourteen (14) calendar days from the day it was purchased; or (ii) was refunded in accordance with Webz refund policies or applicable law, as may be from time to time; or (iii) was not duly and fully paid by customers will not be considered as a Premium Package.
Notwithstanding anything to the contrary, Referral Affiliate shall not have the right, power or authority to enter into any agreement, grant any promise, provide any warranties or to commit Webz in any manner whatsoever. Agreements, engagements, promises, and/or commitments entered by Webz with Qualified Leads (defined below), if any, may be made only directly by Webz, or its authorized designees, at Webz’s absolute and sole discretion. Referral Affiliate acknowledges that Webz may, at its sole discretion, approve or reject any Qualified Lead.
3.1 Referral Fee.
In consideration for providing Qualified Leads, Referral Affiliate shall be entitled to a 15% commission for 12 months for actual payment made by Qualified Lead (“Referral Fee”).
A “Qualified Lead” means a customer of Webz who: (a) purchased a Premium Package within ninety (90) days after being redirected to the Premium Package through a valid Link (on a “last click” approach), and (b) was first introduced to Webz by Referral Affiliate. For the sake of clarity, a prospective customer who was first introduced by Referral Affiliate but did not purchase the Premium Package via Referral Affiliate’s unique Link (e.g. subscribed through another marketing affiliate’s link) shall not be deemed as a Qualified Lead. Referral Affiliate shall not be entitled to Fees for referrals that result from fraud or deceptive practices, including the restrictions set forth in Section 6(iii) below and/or in any other violation of the Terms. “Link” – shall mean a hyperlink placed by Referral Affiliate, that includes all of the tags, tracking pixels and other tracking code required by Webz (“Tracking Code“). The Referral Fees shall apply only to the first purchase of a Premium Package made by the Qualified Lead, and not to any additional purchases, renewals or up-sales in connection therewith. Notwithstanding anything to the contrary, a Qualified Lead shall not include any customer that is the Referral Affiliate itself, or any entity, account, user, employee, officer, director, shareholder, beneficial owner, contractor, agent, representative, affiliate, subsidiary, parent company, related entity, or other person or entity that is under common ownership or control with, controlled by, controlling, employed by, acting on behalf of, or otherwise affiliated with the Referral Affiliate. Referral Affiliate shall not be entitled to any Referral Fee for self-referrals or for purchases made by any such related or affiliated person or entity.
3.2 Payment.
Referral Affiliate must promptly disclose to Webz any relationship, affiliation, ownership, control, employment, agency, or other connection between Referral Affiliate and any referred customer. Failure to disclose such relationship shall constitute a material breach of these Terms and shall result in forfeiture of any unpaid Referral Fees related to such customer. Webz shall pay the Referral Fees to Referral Affiliate within sixty (60) days of Webz actually receiving fees from the Qualified Lead and against a valid undisputed invoice. No payments will be due or payable to Referral Affiliate until the Referral Fees amount to at least one hundred USD ($100) in each instance of payment. The Referral Fee shall be in US Dollars. Referral Affiliate shall not be entitled to any Referral Fees where Webz cannot track or verify the origins of the customer, whether this is due to the Link not being properly placed (e.g. without the Tracking Code) or due to any other reason (e.g. suspicious activity, if customer was using any do-not-track tools or it’s IP address has changed, etc.). Notwithstanding the foregoing, the calculation of the Referral Fee and identification of Qualified Leads shall be based solely on Webz’s systems and cannot be disputed Referral Affiliate. Webz may withhold, deny, cancel, offset, or require repayment of any Referral Fees if Webz determines, in its sole discretion, that the relevant customer was not a Qualified Lead, resulted from a self-referral, involved related or affiliated parties, was created primarily to obtain Referral Fees, or otherwise violated these Terms. Any Referral Fees paid in connection with such customer shall be refundable to Webz upon demand and may be offset against any amounts otherwise payable to Referral Affiliate.
3.3 Taxes.
All payments hereunder shall include all taxes however designated and levied by any state, local, or government agency. Referral Affiliate will have sole responsibility for the payment of all applicable taxes and levies. In the event that any withholding or other taxes or duties are required to be deducted from any payment under applicable law, Webz may deduct such amounts from such payments and the net amount after deduction shall be deemed the full and final consideration hereunder.
3.4 Expenses.
You shall bear all of your own expenses incurred in performing its obligations pursuant to these Terms.
Either party may terminate these Terms at any time upon ten (10) days prior written notice to the other party. Webz may immediately terminate these Terms if you are in breach of these Terms. Upon the termination of these Terms, for any reason, Referral Affiliate shall immediately cease using the Links or any Tracking Code thereof and shall remove all Webz materials from its website. The provisions of Sections: 2, 3.3, 3.4 and 4-8 shall survive termination of these Terms. All other rights and obligations of the parties shall cease upon termination of these Terms. Webz shall have no obligation whatsoever to Referral Affiliate for loss of profits, reimbursement of expenditures or otherwise, by reason of the termination of these Terms.
WEBZ SHALL NOT BE LIABLE TO REFERRAL AFFILIATE, QUALIFIED LEADS OR ANY THIRD PARTY FOR INDIRECT, SPECIAL INCIDENTAL, OR CONSEQUENTIAL DAMAGES, SUFFERED BY ANY PERSON OR ENTITY ARISING FROM AND/OR CONNECTED TO THESE TERMS, EVEN IF WEBZ IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, WEBZ’S TOTAL AGGREGATE LIABILITY FOR ANY DAMAGE OR LOSS SHALL NOT EXCEED THE REFERRAL FEES PAID TO REFERRAL AFFILIATE BY WEBZ IN RELATION TO THE QUALIFIED LEAD THAT IS THE SUBJECT OF THE CLAIM DURING THE SIX (6) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
Referral Affiliate represents and warrants that, it: (i) complies and will continue to comply with all applicable laws, rules and regulations and the terms and conditions of applicable third parties (e.g. search engines and social media platforms) and carry out its obligations hereunder including display of any advertisements in good taste; (ii) will not send SPAM or any threatening, offensive, racist, hateful, threatening, violent, sexually explicit, obscene, unethical, libelous, defamatory or otherwise inappropriate content or promote Webz products or services on websites containing such content; (iii) it is solely responsible for all content on its websites and will not use any misleading or deceptive practices, including for example by placing the Links on any tool-bar or other client that is downloaded without user’s consent, forcing visitors to click a link, using fake tracking pixels (also known as “cookie stuffing”), or any other means to register unsuspecting visitors, Auto-Hit or Auto-Surf programs, displaying affiliate tracking URL within an iframe or image src, automatic pop-ups or automatic redirects to Webz or the Link without action by the visitor, or any other method meant to automatically track a visitor without an intentional click from an interested user; (iv) it has the legal right and authority to enter into these Terms; (v) will not provide any representations or warranties regarding Webz or its products or services and/or on behalf of Webz; (vi) its websites and content therein do not and will not infringe any right of a third party including intellectual property rights or right to privacy; (vii) it shall at all times remain responsible and liable for the acts and omissions of its employees and agents; (viii) any and all information it provides Webz is and shall be at all times accurate and complete; (ix) it is over the age of eighteen (18) and in all respects is qualified and competent to enter into these Terms; (x) it will not perform any activities on customers’ behalf; and (xi) it will clearly disclose that it participates in Webz’s affiliate program and may receive fees from Webz. Referral Affiliate shall not collect or process any personally identifiable information of Qualified Leads. (xii) it will not refer itself or any related or affiliated person or entity, and will not create, operate, or participate in any arrangement intended to generate Referral Fees from purchases made by Referral Affiliate itself or by any person or entity related to or affiliated with Referral Affiliate.
Referral Affiliate shall indemnify Webz for any loss, cost, liability, damage or expense (including, without limitation, reasonable attorneys fees and court costs) suffered or incurred by Webz, its officers, directors, employees and referral affiliates, that result from Referral Affiliate’s: (a) performance or breach of its duties under these Terms; (b) acts or omissions, including, but not limited to, any misrepresentation in respect of Webz or any of Webz’s other activities, products and services; and (c) liability for taxes or other governmental charges or as otherwise set forth in these Terms, including Section 8.4 below.
8.1 No Grant of Rights.
No rights or licenses are granted under these Terms by Webz to the Referral Affiliate and Webz retains all right, title and interest in and to its trademarks, tradenames, products, services and technology.
8.2 Assignment.
Referral Affiliate shall not assign any of its rights and obligations hereunder except with Webz’s prior written consent. Webz may assign and transfer any of its rights and obligations hereunder at its sole discretion.
8.3 Notice.
All notices and other communications required or desired to be communicated by one party to the other shall be in writing and shall be deemed delivered immediately when sent by email or delivered by hand or seven (7) days after mailing by registered mail. All notices to Webz shall be sent to support@lunarcyber.com.
8.4 Independent Contractors.
Referral Affiliate acts as an independent contractor on its own account and responsibility. Referral Affiliate is an independent dealer and is in no way the agent or legal representative of Webz and no employee of Referral Affiliate shall be considered to be an employee of Webz for any purposes whatsoever. These Terms do not create and shall not be construed as creating an employer-employee relationship between Webz and Referral Affiliate and/or any of Referral Affiliate’s employees and/or contractors, nor any agency, joint venture or partnership.
8.5 Entire Agreement.
These Terms constitute the complete and entire agreement of the parties and supersede all previous communications, oral or written, between them relating to the subject matter hereof.
8.6 Governing Law & Jurisdiction.
These Terms shall be governed by and construed exclusively in accordance with the laws of Israel, without giving effect to the conflict of law provisions therein. The competent courts of Tel-Aviv, Israel shall have sole and exclusive jurisdiction and venue over any dispute related to these Terms and both parties hereby submit themselves to such jurisdiction and venue to the exclusion of any other court.
8.7 Confidentiality.
Any and all data and information related to Webz, its affiliates, its and their shareholders, employees, directors and agents and/or to their business, products and services are confidential information of Webz (“Confidential Information”). Referral Affiliate agrees to protect the Confidential Information with the highest degree of care and keep confidential and not disclose, disseminate or allow access to the Confidential Information to any third party and not use any Confidential Information except as strictly required for the provision of its obligations herein.
