These Terms (the "Terms") apply to you becoming an affiliate (the "Affiliate") in AFTERPULLBACK LTD, Company No. 516840527 (the "Company") Affiliate Program. The purpose of these Terms is to explain how it works and introduce basic terms and conditions of the Company's Affiliate Program.

1. Appointment of Affiliate and Non-Exclusivity

1.1 Subject to the terms of this Agreement, Company hereby appoints Affiliate for the term of this Agreement, and Affiliate hereby agrees to act for Company, as an affiliate of the Company’s services.

1.2 The Affiliate acknowledges that the Company may enter into affiliate agreements or other similar arrangements with other parties and nothing in this Agreement shall be considered as a granting of exclusivity to the Affiliate of the Company’s services and obligations under this Agreement.

2. Promotion and Publishing of URLs; Forbidden Acts

2.1 Company shall provide the Affiliate with website tracking URLs (“URL”) which will be used to refer users to the Company’s website. The URL will navigate directly to a page on the Company’s website designated by the Company via a special tagged link format. It is clarified that the Company reserves its right to change the mechanism of its affiliation system at its sole discretion.

2.2 The Affiliate will be responsible for using the URL to properly enable user tracking, and the Company will not be responsible for the Affiliate’s failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to the Affiliate under this Agreement.

2.3 Affiliate shall not, either directly or indirectly, act, encourage or require users to click on links to the Company’s website and/or generate clicks and/or arrange any click-fraud or click-bait methods through any means that could be reasonably interpreted as coercive, incentivized, misleading, malicious, or otherwise fraudulent. Affiliate should not send the Company invalid web traffic, and the Company reserves its right to detect and refuse to accept any deals or performance data generated from invalid web traffic

2.4 Affiliate shall not use its own affiliate link to receive commissions on its own purchases.

2.5 This agreement will be terminated without notice if, at its sole discretion, Company determines that the Affiliate has breached any or all of the above explicitly prohibited actions. The Affiliate will forfeit any accumulated earnings if the agreement is terminated under this provision.

3. Referring of Users and Consideration

3.1 For a user to be considered as a “Referred User”, such user must click the URL and complete a purchase via websites which the Company acts as their referral as long as such purchase shall be made using the URL and if such user will complete a purchase no later than pre-defined number of days for user tracking period in the Affiliate plan, from the date of assigning a cookie which contains the Affiliate’s identification to such user’s device subject to the Company’s reception of commission by websites which the Company acts as their referral.

3.2 In consideration for any Referred User, the Affiliate shall be entitled to receive pre-defined fixed amount per sale, or pre-defined percent of the Income which the Company received from a Referred User (the “Consideration”). For the purpose of this Agreement, “Income” means the actual and total amount of money received resulting from a single transaction made as a result of a purchase of a subscription to the Company's services made by a Referred User after any deductions including, but not only, deduction of other commissions and taxes. The Consideration is exclusive of VAT which shall be paid by the Company.

3.3 The Consideration shall be paid to the Affiliate no later than the pre-defined number of days for the payment cycle in the Affiliate plan. via wire transfer to the Affiliate’s bank account. However, if the total Consideration to which the Affiliate is entitled for any given month is less than pre-defined minimum payment amount in the Affiliate plan, payment shall be deferred until such time as the entitlement reaches the pre-defined minimum payment amount in the Affiliate plan or upon termination of the agreement, whichever occurs first. The Consideration will be based on the Company’s affiliate networks systems which monitor the amount of Referred Users including amount of clicks, Referred Users, and generated revenue. The information which appears in the Company’s systems shall be considered as conclusive evidence regarding the amount of Referred Users and the Affiliate shall have no claim regarding such information.

3.4 It is clarified that in case of a fraudulent transaction, the Affiliate shall not be entitled to a Consideration. In case a Consideration was already paid to the Affiliate regarding a fraudulent transaction, the Company may be entitled to deduct from its next payment the amount it transferred to the Affiliate which was originally received due to such fraudulent transaction. Additionally, the Company shall also be entitled to demand the return of any payments made to the Affiliate in connection with such fraudulent transaction.

3.5 The Consideration constitutes the full and final consideration for the Affiliate, and the Affiliate shall not be entitled to any additional consideration or reimbursement, of any form for performing its duties in this Agreement.

4. Auditing

Company shall have the right to inspect the Affiliate’s books and records and all other documents and material in the possession of or under the control of the Affiliate for the purpose of calculating the Consideration. The Company shall have reasonable access to such records and shall be permitted to make copies of them for the purpose of confirming whether the Affiliate is in compliance with the terms of this Agreement.

5. Relationship of the Parties, Indemnification and Limitation of Liability

5.1 The sole relationship between the Affiliate and the Company shall be that of independent contractors, and neither Party shall not be deemed to be as an employee or employer of the other Party.

5.2 The Affiliate will take all necessary precautions to prevent injury to any persons and any other damage or claim in performing its obligations under this Agreement, and the Affiliate will defend, indemnify and hold the Company and its employees, agents and directors harmless against all claims, losses, liabilities, costs, damages and expenses (including attorneys’ fees) resulting from any act, omission or negligence on the part of Affiliate or its agents in the performance or failure to perform its obligations under this Agreement.

5.3 COMPANY WILL NOT BE LIABLE UNDER ANY SECTION OR SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL THE COMPANY BE LIABLE TO AFFILIATE OR ANY OTHER PERSON OR ENTITY ON THE AFFILIATE’S BEHALF FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES) ARISING OUT OF THE REFERRING OF USERS FROM THE AFFILIATE TO THE COMPANY. THE COMPANY’S MAXIMUM LIABILITY FOR ANY AND ALL CAUSES OF ACTIONS, CLAIMS AND DAMAGES, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS, IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE ACTUAL AMOUNT PAID BY THE COMPANY TO THE AFFILIATE UNDER THIS AGREEMENT.

6. Term and Termination

6.1 This Agreement shall continue in full force and effect from the date the Affiliate agreed to the Terms using prior written notice or by checking the checkbox in the affiliate signup page on AfterPullback website, until terminated by either Party by providing a 12 days prior written notice to the other Party (the “Term”).

6.2 Without derogating from the above, this Agreement may be terminated by Company immediately upon the occurrence of any of the following events:

• 6.2 (a) If Affiliate ceases to do business, or otherwise terminates its business operations or if there is a material change in control of Affiliate; or
• 6.2 (b) If Affiliate breaches any provision of this Agreement; or
• 6.2 (c) If Affiliate shall seek protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against Affiliate.

6.3 Upon termination of this Agreement, all rights and obligations of Company shall terminate. Furthermore the Affiliate shall return to the Company any documents and/or materials which were handed to the Affiliate as part of this Agreement.

7. Use of Trademarks

For displaying the Company’s website and any link redirecting to the Company’s website including the URLs, the Company grants to Affiliate, a nonexclusive, non-transferable, non-sub licensable limited license to display such material in its website. The Affiliate is not entitled to use any of the Company’s trademarks without the Company’s prior and written consent.

8. Miscellaneous

8.1 Governing Law & Exclusive Jurisdiction; This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Israel. The competent courts in Tel-Aviv shall have exclusive jurisdiction in any matter pertaining to the terms hereof.

8.2 Entire Agreement; This Agreement sets forth the entire agreement of the Parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of Company or any party hereto; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and cancelled except for any non-disclosure agreement executed between the Parties.

8.3 This Agreement may not be assigned, in whole or in part, by the Affiliate without the prior written consent of Company.

8.4 The Affiliate hereto acknowledges that he/she understands the provisions of this Agreement, has been advised to receive independent legal and tax advice in connection with their execution and delivery of this Agreement and that he/she has had the opportunity to thoroughly review this Agreement.