Affiliate Agreement

Please read carefully and in full.

This Noisli affiliate agreement ("Affiliate Agreement") is made and entered into by and between Noisli Labs UG (haftungsbeschränkt) a company with registered address at Rheinsberger Str. 76/77, 10115 Berlin, Germany and commercial register nr. HRB 223717 B (hereinafter referred to as "Noisli", "we", "our", or "us"), and you, (hereinafter referred to as “Affiliate”, “you”, “your”, or “yours”) the party submitting an application to become a Noisli affiliate. Noisli and Affiliate are individually/collectively also referred to as “Party”/“Parties”.

This Affiliate Agreement contains the terms and conditions (“Affiliate Terms”) that apply to your participation in the affiliate program offered by Noisli (“Program”). By applying to or participating in the Program, you signify that you have read and understood these Affiliate Terms and this Affiliate Agreement and that you expressly agree to be bound by them, and also that you have read and you agree to Noisli’s general Terms & Privacy. Furthermore, you understand and agree that any breach or violation of these Affiliate Terms or this Affiliate Agreement will result in the termination of your participation in the Program (see “Termination” section). If you do not agree to all of the Affiliate Terms of this Affiliate Agreement, please do not apply to and do not participate in the Program.

The Program is meant to encourage you to promote our Pro and Business paid subscription plans on Noisli.com (“Paid Subscriptions”) and bring us new paying customers, and receive a Commission (as defined below) on Eligible Purchases (as defined below) generated by your Referral (as defined below). You shall invest reasonable time and effort in promoting our Paid Subscriptions, and do it with good quality and in a legal and compliant manner.

The Program is administered via FirstPromoter software. By applying to or by participating in the Program you also accept and agree to Firstpromoter’s Privacy Policy and Terms of Use, to the use of and tracking and reporting via FirstPromoter software, and to the use by Noisli, in its sole discretion, of FirstPromoter as the authoritative source for tracking Affiliate Links and Affiliate Codes and determination of Referrals, Eligible Purchases and Commissions (as defined below).

“Affiliate Website” or “Your Website”, is any website, media (including but not limited to any print, broadcast and digital media), profile or channel that you own, operate or use, explicitly or impliedly.

Application to the Program

To become an Affiliate you must be at least the minimum legal age to conduct business in your jurisdiction and in any case not less than eighteen (18) years of age, be a legal person or a natural person with unlimited legal capacity in the sense of §14 of the German Civil Code (BGB) and complete and submit the online application form in full, which is to be found at https://affiliates.noisli.com.

You acknowledge and agree that as part of the application in the Program you will also need to create an account on Firstpromoter.com (“Affiliate Account”) and agree to Firstpromoter’s Privacy Policy and Terms of Use. You acknowledge and agree that you provide your personal information at your own risk. Noisli is not responsible for your Affiliate Account’s security, as the Affiliate Account is created on and managed by Firstpromoter.com.

By applying you represent and warrant that you are able to participate in the Program and you meet the requirement mentioned above, and you acknowledge that you are making an offer to conclude a contract for the participation in the Program. There is no guarantee of participation in the Program.

When you apply you must provide true, accurate, current and complete information, and you shall keep such information up to date at any and all time. Noisli reserves the right to request appropriate proof of identity and/or legal capacity, such as a valid trade license, commercial register extract, and/or proof of identity at any time and at its sole discretion.

All applications are checked manually and approved or rejected at our sole discretion.
If your application is accepted, the contract between you and Noisli is concluded and you will be considered an Affiliate and part of the Program. Furthermore, we will assign and make available to you a unique affiliate code in the form of a link and/or a code (respectively “Affiliate Link” and “Affiliate Code”) which you may display on Your Website and which serves to identify you as a member of the Program and establish a link from Your Website to the specific Noisli’s website of the Program (“Program Website”). Noisli will not be liable with respect to any failure by you, or someone you refer, in using your Affiliate Link or Affiliate Code, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to these Affiliate Terms. Once you’ve been accepted to the Program, Noisli reserves the right to re-evaluate your Affiliate status at any time.
If your application is rejected, no contract is concluded, you may promote Noisli but you will not be considered an Affiliate and will not receive any Commission or Payment (as defined below) as a result of any promotion. You are allowed to re-apply to the Program.

Affiliate Obligations

As an Affiliate, you agree to the following:

You are limited to one Affiliate Account, your participation in the Program is personal, meaning that your Affiliate Account, Affiliate Link and Affiliate Code may only be used by you, and you cannot have sub-affiliates;
You shall invest reasonable time and effort in promoting Noisli’s Paid Subscriptions, and do it with good quality;
You shall make changes to Your Website, and in a timely manner, if we notify you of any changes that we feel should be made, or that we deem appropriate or necessary. We may monitor Your Website at any time to determine if you are following these Affiliate Terms and this Affiliate Agreement, or to make sure that any information, Affiliate Link, Affiliate Code or any link to our Program Website or any of our websites or profiles is appropriate;
You are forbidden to create or design any Affiliate Website in a manner which (i) resembles any Program Website, any of our websites, media (including but not limited to any print, broadcast and digital media), profile or channel that we own or operate, explicitly or impliedly; (ii) leads customers to believe you are Noisli or any affiliated business; (iii) includes "Noisli" or any variations, similar sounding or looking, or misspellings thereof in its name, username, social media handle, domain name or url;
You are solely responsible for (i) the development, costs, operation, security and maintenance of Your Websites and for all of your content, information, advertisements, promotions and any other items, whether appearing on Your Websites, a third party’s website, in social media sites or other communications or media; (ii) the accuracy and appropriateness of any material or information that you create, post or share; (iii) maintaining the Affiliate Account and password secure; (iv) keeping your information in your Affiliate Account and with Noisli true, accurate and current at any and all time, e.g. in the event of a change of email address or payment details; (v) staying up to date with prices and availability of Noisli Paid Subscriptions, products and services at any time. Prices and availability of Noisli Paid Subscriptions, products and services may vary from time to time; (vi) checking the Affiliate Agreement and the Affiliate Terms from time to time for updates and to remain informed of any changes;
You must not make any statement on Your Websites that reasonably would contradict anything in this Affiliate Agreement;
You must not use the Affiliate Program for any illegal or unauthorized purpose;
You must follow and comply with the Affiliate Agreement and any and all Affiliate Terms;
You must follow and comply with the terms, conditions, guidelines and policies of any third party services used by Affiliate in connection with the Program, including but not limited to, email providers, social networking services and ad networks;
You must follow and comply, and it is entirely your obligation to follow and comply with any and all laws, rules, regulations, licenses, permits and any other requirements that apply to you, within the applicable jurisdiction, as well as where appropriate the regulations of the Federal Republic of Germany, including without limitation all applicable copyright, intellectual property, advertising, anti-corruption, anti-spam, cookie, privacy, GDPR and data protection laws, whether those laws, rules, regulations etc. are now in effect or later come into effect during the time you are an Affiliate. You must have permission to use any copyrighted material. You will be solely responsible, and we will not be responsible, for any violation of the law or any third party rights by you;
You must always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Program and the provision of such personally identifiable information to Noisli for use as intended by Noisli;
You must follow and be compliant, and it is entirely your obligation to follow and be compliant with any law, rule, regulation and guidelines regarding endorsement, affiliate marketing, testimonials, reviews, and any other equivalent, similar, relevant or applicable law on the matter, including, but not limited to, the Federal Trade Commission (FTC) guidelines on testimonials and endorsements, UK’s Committee of Advertising Practice Codes including their guidance on Online Affiliate Marketing and EU guidelines and regulations, as well as the policies of each media, channel or social media platform you use; you must disclose, in a correct, clear, unambiguous way, or as required by applicable laws, the affiliate relationship between you and Noisli for any endorsements, affiliate marketing, reviews, testimonials, or any other type of content, on Noisli's Paid Subscriptions, products and services; you must always prominently post and make available to end-users any terms and conditions in connection with Noisli's Paid Subscriptions, products and services set forth by Noisli, or as required by applicable laws;
You must strictly comply, and it is entirely your obligation to comply with any Anti-Spam law and any other applicable anti-spam or related regulations, laws, or industry best practices related to the dissemination of commercial emails, including but not limited to the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”), the European Directive 2002/58/EC (Directive on privacy and electronic communications), including any local law implementations of such directive such as the German Act against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb – UWG) and any applicable jurisdiction of German courts concerning Anti-Spam-laws. For all email campaigns, Affiliate is obliged to make sure that Affiliate is clearly recognized as the publisher for those email campaigns and they must not state or imply that they are being sent by, or on behalf of Noisli. Furthermore, Affiliate guarantees to Noisli to only include Affiliate Links or Affiliate Codes within their campaigns to email subscribers who have given their consent in accordance with the applicable law to receive such emails from the Affiliate. Affiliate is solely responsible for its email campaigns and the use of any Affiliate Link or Affiliate Code in connection with such email campaigns;
You agree not to rely upon Noisli approval for any compliance with any law.

Affiliate specifically acknowledges and agrees that (i) Noisli disclaims all liability regarding the above matters including all liability related to Your Website, and (ii) Affiliate will defend, indemnify and hold Noisli and its successors, subsidiaries, affiliated companies, partners, affiliates, assigns, and their respective directors, officers, owners, managers, employees, contractors, shareholders, agents and licensors harmless from and against any and all claims and costs arising from any breach of this section by the Affiliate. This indemnity shall extend to the costs for the legal defense against third party claims, including the costs for negotiations, settlements and legal remedies.

Promotion Restrictions

Certain forms of promotion, practices or behavior are prohibited by Noisli and the Program and will cause the automatic termination of this Affiliate Agreement for Breach or Violation (see “Termination” section).

As an Affiliate you are explicitly prohibited from partaking in any of the following, and are never permitted to or attempt to:

Promote, include or employ any sexually explicit materials, illegal activities, violence, racism, discrimination based on any ground, any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights, or violate the law, or is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us;
Make any misleading or false statement, or engage in any type of illegal, unlawful, unauthorized, fraudulent, unfair, predatory, deceptive, overly aggressive or questionable conducts or business, sales, marketing or advertising practices or behaviors;
Offer any incentive in the form of, described as, or resulting in discounting of any products or services of Noisli, or in the form of points, prizes, rebates, deposits, cash-back or any other type of monetary incentive relating to the products or services of Noisli, other than the ones provided personally to you by Noisli. You are only allowed to offer an approved exclusive discount through the Affiliate Link or Affiliate Code if explicitly provided to you personally by Noisli;
Use negative words such as “scam” in any promotional campaign or misrepresent or add any false information about Noisli and any of its services and products or any other service, product or third party;
Buy or employ ads leading to, or redirecting automatically to, your Affiliate Link, the Program Website or any of the Noisli domains or any subpages or subdomains including, but not limited to www.noisli.com. You must use Your Websites and your own audience to promote your Affiliate Link or Affiliate Code, and you must not compete with Noisli or aim to steal Noisli’s traffic in any way;
Buy or employ ads, or employ, buy or bid on paid search, paid keywords (PPC) or any placement service on terms or words that includes the term “Noisli”, or any Noisli brand keywords or any variations or misspellings of it, or that compete with Noisli’s search terms or keywords, aim at stealing Noisli's audience, or try to impersonate the Noisli brand in any way;
Use, employ or attempt to use or employ, any kind of method, program, process, procedure or anything else in order to acquire or divert organic customers or leads from Noisli;
Buy or send any non-genuine traffic of any kind, including cheap traffic, fake traffic or spam traffic, or make use of any automated means to create traffic;
Modify, alter, cheat, game, bypass, circumvent or tamper with Noisli, the Program or any related website, part, platform or system in any way and for any reason;
Employ, use, or receive any direct or indirect benefit from any cookie stuffing, cookie spreading or cookie dropping, iframes, hidden links, spyware, adware, forced clicks, interstitials, pop-ups, pop-unders or any other similar, fraudulent, deceptive or parasitic marketing technique, behavior, method or mechanism, in any way and for any reason including, but not limited to set or cause the overwriting of commission tracking cookies, divert Commissions (as defined below) from other affiliates in our Program, generate unearned Commissions, intercept searches or redirect traffic;
Use any kind of method, including but not limited to link stuffing, which may negatively impact the SEO of Noisli;
Send, or make use of, any kind of spam or unsolicited emails or communications;
Post the Affiliate Link or the Affiliate Code on any coupon website or media, or on Your Website with "reveal the coupon code" or similar phrase that stimulates visitors to click to reveal a coupon code;
Do anything that could be considered impersonating Noisli, competing with the Noisli brand or violating Noisli’s intellectual property rights, including, but not limited to creating ads, promotions, pages, resources or any other type of materials that compete with our brand or try to impersonate Noisli;
Use the term “Noisli” or “Noisli.com”, or any variation, misspell, similar sounding or looking or any word that imply any link to Noisli or the Noisli brand, as a part of Your Website including but not limited to Your Website’s URL or username;
Use any Licensed Material (as defined below) for any purpose which is not in strict connection with the Program;
Bring Noisli or its successors, subsidiaries, affiliated companies, partners, affiliates, assigns, and their respective directors, officers, owners, managers, employees, contractors, shareholders, agents and licensors into disrepute.

The list above is non-exhaustive, and we may block any practice that we believe in our sole discretion is not acceptable.

Referral and Eligible Purchase

A Referral is someone who (a) accesses the Program Website through clicking on your Affiliate Link and creates a Noisli account within the Cookie Life (as defined below) and with the relevant cookies present and valid. When someone accesses the Program Website through clicking on an Affiliate Link, a cookie (or similar technology) associated with such Affiliate and valid for the following sixty (60) days (“Cookie Life”) will be set in their browser. A Referral is attributed to an Affiliate following a “last-click” attribution policy. Cookies are only set if consent is first given; or (b) accesses the Program Website, is not already a Referral of another Affiliate and makes a purchase successfully using your Affiliate Code at checkout. A Referral can only be attributed to one Affiliate.

An Eligible Purchase is a purchase that meets all of the following criteria:

has taken place while the Affiliate is part of the Program;
is of a Paid Subscription, or the subsequent automatic renewals thereof, on the Program Website;
has been made by a Referral;
is not a self-referral. Self-referral is strictly prohibited. The Affiliate cannot refer themselves, and any Commission (as defined below) or discount will not be honored;
has been automatically and successfully tracked through the FirstPromoter system that confirms the registration of the Referral and the attribution of such Referral to you;
is in compliance with all the Affiliate Terms of this Affiliate Agreement, successfully completed, deemed valid, not fraudulent; and
did not incur any refund or chargeback in the one (1) month following the month in which the purchase took place. (Example: if a purchase done in January did not incur any refund or chargeback as of March 1st.) This one (1) month lock period is mostly used to cover and account any chargebacks, refunds and other issues that might occur.

Commissions

Affiliate earns a commission (“Commission”) of the net sale amount (i.e. excluding any taxes and fees and including any discount) as paid by the Referral for an Eligible Purchase. The Commission is calculated at the current rate as indicated within your Affiliate Account and for a period of up to 24 months starting from the first Eligible Purchase.

Commissions on purchases that we believe, in our reasonable discretion, are fraudulent, violate any of the Affiliate Terms or that result in chargebacks or refunds, will not be calculated nor paid out. If Commissions on such transactions have already been paid out, then these will be deducted from the Affiliate’s balance, Affiliate’s next Payment, or Affiliate will be required to, and Affiliate hereby agrees to, pay back Noisli within thirty (30) days of receiving an invoice from Noisli for such repayment.

Payment

The payment of Commissions (“Payment”) is made monthly within the first fifteen (15) calendar days of the month.

To be eligible for Payment the Affiliate must have at the beginning of the month (i) a minimum Commission amount of €100 and 2 Referrals with an active Paid Subscription (“Payment Threshold”) and (ii) complete, valid and up-to-date Affiliate and payment details set in the Affiliate Account.

If the Affiliate is eligible for Payment and as a requirement for a Payment to be made, we must receive a correct, complete and valid invoice (in EUR currency) and containing complete payment details within the first ten (10) calendar days of the month at affiliates@noisli.com from the email address associated with the Affiliate Account. The details on the invoice have to reflect the Affiliate and payment details set within the Affiliate Account. The Affiliate sees the earned Commissions in the Payout section within the Affiliate Account. Commissions indicated are exclusive of VAT. If you’re a German business subject to VAT, at Payment 19% VAT will be added on top of your Commission amount indicated.
If you are not eligible for Payment, or if you are eligible for Payment but don’t provide the invoice and payment details as required, Commissions are carried over to the next Payment.

Upon Noisli’s request, Commissions are not carried over and Affiliate is required to send the relative invoice within thirty (30) days after such request, otherwise Affiliate forfeits all right to and Affiliate agrees that Affiliate shall not be paid for any such Commissions.

If Noisli is required by applicable law to deduct withholding tax or any other taxes or duties from any amounts payable to the Affiliate under this Affiliate Agreement, then Noisli may deduct such taxes or duties from the amounts payable before paying the residual amounts to the Affiliate.

Any Commission and sum specified in your Affiliate Account and not yet paid out are in no event considered debt, are not to be paid until the Payment Threshold and all the requirements for a Payment to be made are met and we are not responsible to pay any interest.

Payments are made in euro (EUR) via bank transfer to the payment method selected within your Affiliate Account. As a payment method we support SEPA bank transfer or Wise.com’s “Receiving by email” function. Payment from euro to another currency may also be possible, subject to prior agreement and on a case-by-case basis. All costs and fees related to a Payment, including Affiliate’s bank fees or Wise.com fees or any exchange fees, are borne by the Affiliate. It is the Affiliate responsibility to ensure we hold a correct, complete and up-to-date method and details for Payments. Noisli will have no liability for and will not resend Payments returned or that failed due to incorrect payment details. If you don’t have a SEPA bank account or can’t use Wise.com, then we won’t be able to make Payments to you and you can’t participate in the Program.

Grant of Licenses

Only for the duration of this Affiliate Agreement we grant to you a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable right to (i) access the Program Website through your Affiliate Link solely in accordance with the Affiliate Terms of this Affiliate Agreement and (ii) solely in connection with such Affiliate Link and the Affiliate Code, to use our logos, trade names, trademarks, brand name, promotional materials, graphic images and any other material or similar identifying material (collectively "Licensed Materials") that we may provide in connection with the Program to you directly or by other means selected by us or authorize to use in strict connection with the Program.

You are only entitled to use the Licensed Materials to the extent that you are an Affiliate in good standing of the Program, and you agree (i) that all uses of the Licensed Materials will be for the sole purpose of the Program and the good will associated therewith will inure to the sole benefit of Noisli; (ii) not to use any Licensed Material, or any other Noisli’s material, in any manner that is disparaging, misleading, obscene or that otherwise portrays Noisli in a negative light.

We reserve any and all of our rights. You hereby acknowledge and agree that this Affiliate Agreement does not provide you with any intellectual property rights in the Licensed Materials, or any other right at all, other than the limited rights specified herein.

Relationship

As an Affiliate, you acknowledge and agree that:

Referred signups and purchases and the associated contracts are concluded exclusively between the Referral and Noisli (purchases happen through Paddle which acts as Merchant of Record). In this respect and for this purpose, the Affiliate is not considered a contractual partner of the Referral. Noisli reserves the right to refuse any Referral or Eligible Purchase referred by the Affiliate.
You are an independent contractor and no partnership, joint venture, agency, franchise, sales representative, employment, commercial, representative, or employment relationship is created or established between the Affiliate and Noisli as a result of or within the framework of the Program or this Affiliate Agreement. The Affiliate does not have any authority nor right to (i) serve as or represent themselves as Noisli’s employee, representative or agent; (ii) represent or act on behalf of Noisli; (iii) make or accept any offer on behalf of Noisli or make, publish, communicate or submit any statements on behalf of Noisli.
Any claims of third parties that result from a breach of this “Relationship” provision or of this Affiliate Agreement are thus not the responsibility of Noisli. Affiliates are independent contractors and thus act independently. Under no circumstances will Noisli be held liable for any actions or results of any actions of the Affiliate. This also applies to externally incurred costs and fees of any kind that Affiliates incur in connection with this Affiliate Agreement or the Program.
Noisli will not have any obligation to you for any compensation or expense reimbursements in connection with this Affiliate Agreement or the Program. The Payment is the sole payment you receive in relation to the Program.
You are solely responsible to issue correct invoices related to a Payment and to report and pay any or all applicable income taxes, social security taxes, pension, unemployment or disability insurance charges or similar items or any other fees, tax liabilities, expenses or costs. It is your sole responsibility, and not the responsibility of Noisli, to take any steps necessary to recover these sums under any applicable law.

Representations and Warranties

You represent and warrant that (i) this Affiliate Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its Affiliate Terms; (ii) you have the full right, power, and authority to enter into and be bound by these Affiliate Terms and this Affiliate Agreement and to perform your obligations under this Affiliate Agreement, without the approval or consent of any third party; (iii) you have sufficient right, title, and interest in and to the rights granted to us in this Affiliate Agreement.

Termination

Either Party may terminate this Affiliate Agreement at any time, with or without reason, and with immediate effect by giving the other Party written notice via email. Affiliate may terminate this Affiliate Agreement by writing to Noisli at affiliates@noisli.com; Noisli may terminate this Affiliate Agreement by writing to Affiliate at the email address listed in the Affiliate Account.

Upon termination of this Affiliate Agreement, your status as an Affiliate is terminated immediately, you will no longer be considered an Affiliate and part of the Program and you will not receive any Payments as a result of any further promotion.

Furthermore, any and all licenses granted hereunder shall immediately terminate and you agree to remove and discontinue use of all links, including any Affiliate Link or Affiliate Code, logos, banners, promotional materials and any other material or Licensed Materials provided to you.

Unless the Affiliate Agreement is terminated for Breach or Violation, Suspension or Inactivity (as defined below) or due to the deletion of your Affiliate Account, termination does not affect any outstanding Payments and Affiliate is required to send an invoice prior to such Payments.

You also acknowledge and agree that if you delete your Affiliate Account or if your Affiliate Account is deleted upon your request, this Affiliate Agreement terminates immediately and you forfeit all right to any and all outstanding Commissions and Payments.

Breach or Violation
Noisli reserves the right to terminate this Affiliate Agreement and any Affiliate Account for breach or violation at any time, with immediate effect and at our sole discretion if you engage in any conduct set forth in the section “Promotion Restrictions”, violate any of the obligations set forth in the section “Affiliate Obligations” or any Affiliate Term of this Affiliate Agreement. If we terminate this Affiliate Agreement for Breach or Violation, Affiliate forfeits all right to any and all outstanding Commissions and Payments. Furthermore, Noisli shall not be liable to Affiliate for any Commission commencing on the date of your breach or violation, regardless of when this Affiliate Agreement is terminated, and any sums already paid will be recouped. In such a case, Noisli may pursue legal and/or equitable remedies.

Suspension
In the case we suspect any breach or violation of, or any failure by you to abide by, this Affiliate Agreement or these Affiliate Terms, we may, at our sole discretion, suspend your Affiliate Account until we receive sufficient evidence from you that shows that no breach or violation of this Affiliate Agreement or these Affiliate Terms occurred. We may also require more information from you and review of your books and records prior to reinstatement. As long as your Affiliate Account is suspended, all Payments are suspended.

Inactivity
In the case we believe that your account is inactive, meaning you have not earned any Commission or received any visit via your Affiliate Link or Affiliate Code within the last six (6) months or you have not reached the sum of EUR 100 within the last six (6) months, then we may decide to terminate your account and/or reset your balance. We may exercise this right without providing you with any prior notice.

Modification

We reserve the right to change, alter, modify or replace this Affiliate Agreement or any of the Affiliate Terms at any time and at our sole discretion. When we make any modification we will do so by updating this Affiliate Agreement. These modifications may include, but are not limited to, changes in the Program rules, Commissions, Payment schedules and procedures.

Modifications will come into force immediately upon posting. If you continue to participate in the Program following the posting of a new Affiliate Agreement or a change notice, this will constitute your acceptance of the modifications. You have no obligation to continue to participate in the Program following such modifications, and if any modification is unacceptable to you, your only option is to terminate this Affiliate Agreement (see “Termination” section).

Disclaimer

THE PROGRAM AND ANY PART OF OR IN CONNECTION WITH THE PROGRAM, THE PROGRAM WEBSITE, AFFILIATE LINKS, AFFILIATE CODES, ANY NOISLI WEBSITE AND ANY RELATED PAID SUBSCRIPTIONS, SERVICES, PRODUCTS AND LICENSED MATERIALS ARE PROVIDED “AS IS”, “AS AVAILABLE”, “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AFFILIATE AGREEMENT, NOISLI EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, PERFORMANCE OR TRADE.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY AFFILIATE FROM NOISLI OR THROUGH THE PROGRAM OR ANY PART OF OR RELATED TO THE PROGRAM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
NOISLI MAKES NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF THE PROGRAM, OR ANY PART OF OR IN CONNECTION WITH THE PROGRAM, OR ANY RELATED THIRD-PARTY SERVICE, PROCEDURE OR MECHANISM WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS, WILL BE UNINTERRUPTED OR ERROR-FREE.
NOISLI EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF AN AFFILIATE OR THEIR PRODUCTS OR SERVICES.
NOISLI DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY, ANY MINIMUM OR ANY SPECIFIC AMOUNT OF COMMISSIONS.
YOUR PARTICIPATION IN THE PROGRAM IS AT YOUR OWN RISK.

Limitations of Liability

UNLESS OTHERWISE EXPLICITLY STATED AND WITHOUT PREJUDICE TO APPLICABLE STATUTORY LAWS OR PRODUCT LIABILITY PROVISIONS, AFFILIATE SHALL HAVE NO RIGHT TO CLAIM DAMAGES AGAINST NOISLI AND ITS SUCCESSORS, SUBSIDIARIES, AFFILIATED COMPANIES, PARTNERS, AFFILIATES, ASSIGNS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, OWNERS, MANAGERS, EMPLOYEES, CONTRACTORS, SHAREHOLDERS, AGENTS AND LICENSORS.

THIS DOES NOT APPLY TO DAMAGES TO LIFE, HEALTH OR PHYSICAL INTEGRITY, DAMAGES RESULTING FROM THE BREACH OF AN ESSENTIAL CONTRACTUAL OBLIGATION SUCH AS ANY OBLIGATION STRICTLY NECESSARY TO ACHIEVE THE PURPOSE OF THE AFFILIATE AGREEMENT, AND/OR DAMAGES RESULTING FROM INTENT OR GROSS NEGLIGENCE, AS LONG AS THE AFFILIATE FOLLOWED AND COMPLIED WITH ANY AND ALL THE AFFILIATE TERMS AND THE AFFILIATE AGREEMENT, AND ANY AND ALL PARTS, MATERIALS OR SERVICES RELATED TO OR PART OF THE PROGRAM, THE PROGRAM WEBSITE AND ANY OF THE NOISLI WEBSITES HAVE BEEN APPROPRIATELY AND CORRECTLY USED BY THE AFFILIATE.

UNLESS DAMAGES HAVE BEEN CAUSED BY WAY OF INTENT OR GROSS NEGLIGENCE, OR THEY AFFECT LIFE, HEALTH OR PHYSICAL INTEGRITY, NOISLI SHALL ONLY BE LIABLE TO THE EXTENT OF TYPICAL AND FORESEEABLE DAMAGES AT THE MOMENT THE CONTRACT WAS ENTERED INTO.

IN PARTICULAR, WITHIN THE LIMITS STATED ABOVE, NOISLI SHALL NOT BE LIABLE FOR:

ANY LOSSES THAT ARE NOT THE DIRECT CONSEQUENCE OF A BREACH OF THE AFFILIATE AGREEMENT BY NOISLI;
ANY LOSS OF BUSINESS OPPORTUNITIES AND ANY OTHER LOSS, EVEN INDIRECT, THAT MAY BE INCURRED BY THE AFFILIATE (SUCH AS, BUT NOT LIMITED TO, TRADING LOSSES, LOSS OF REVENUE, INCOME, PROFITS OR ANTICIPATED SAVINGS, LOSS OF CONTRACTS OR BUSINESS RELATIONSHIPS, LOSS OF REPUTATION OR GOODWILL, ETC.);
DAMAGES OR LOSSES RESULTING FROM INTERRUPTIONS OR MALFUNCTIONS OF ANY PART, MATERIAL OR SERVICE RELATED TO OR PART OF THE PROGRAM, THE PROGRAM WEBSITE AND ANY OF THE NOISLI WEBSITES DUE TO ACTS OF FORCE MAJEURE, OR UNFORESEEN AND UNFORESEEABLE EVENTS AND, IN ANY CASE, INDEPENDENT OF THE WILL AND BEYOND THE CONTROL OF NOISLI, SUCH AS, BUT NOT LIMITED TO, FAILURES OR DISRUPTIONS OF TELEPHONE OR ELECTRICAL LINES, THE INTERNET AND / OR OTHER MEANS OF TRANSMISSION, UNAVAILABILITY OF WEBSITES, STRIKES, NATURAL DISASTERS, WARS, VIRUSES AND CYBER ATTACKS, INTERRUPTIONS IN THE DELIVERY OF PRODUCTS, THIRD-PARTY SERVICES OR APPLICATIONS;
ANY DAMAGE, PREJUDICE OR LOSS OCCURRING DUE TO VIRUSES OR OTHER MALWARE CONTAINED IN OR CONNECTED TO FILES AVAILABLE FOR DOWNLOAD FROM THE INTERNET OR VIA THIS WEBSITE. AFFILIATES ARE RESPONSIBLE FOR IMPLEMENTING SUFFICIENT SECURITY MEASURES – SUCH AS ANTI-VIRUSES AND FIREWALLS TO PREVENT ANY SUCH INFECTION OR ATTACK AND FOR SECURING BACKUP COPIES OF ALL DATA OR INFORMATION EXCHANGED VIA OR UPLOADED TO THIS WEBSITE.

IN ANY EVENT OF LIABILITY, NOISLI CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY NOISLI IN COMMISSIONS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

Independent Investigation

You acknowledge that you have read this Affiliate Agreement and agree to all its terms and conditions.
You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee or statement other than as set forth in this Affiliate Agreement or on the Program.

Indemnification

The Affiliate agrees to defend, indemnify and hold Noisli and its successors, subsidiaries, affiliated companies, partners, affiliates, assigns, and their respective directors, officers, owners, managers, employees, contractors, shareholders, agents and licensors harmless from and against any and all claims, demands, damages, obligations, losses, liabilities, costs, debt and expenses ⁠— including but not limited to lawyer's fees and costs and the imposition of fines and penalties by public authorities ⁠— made by any third party due to or in relation with any culpable use of or connection to Your Website, the Program, the Program Website, any Noisli’s Paid Subscriptions, products and services, violation of these Affiliate Terms or the Affiliate Agreement, infringement of any third-party rights or statutory provision by the Affiliate or its affiliates, officers, directors, agents, partners and employees to the extent allowed by applicable law. This indemnity shall extend to the costs for the legal defense against third party claims, including the costs for negotiations, settlements and legal remedies.

Confidentiality

Any and all confidential information, including but not limited to any business, technical, financial, and customer information, disclosed by Noisli to you during any communication, negotiation or the effective term of this Affiliate Agreement, will remain the sole property of Noisli, and you will keep in confidence and not use or disclose such proprietary information in any way without express and prior written permission of Noisli.

Assignment

Neither Party may assign its rights or obligations under this Affiliate Agreement to any third party, except in the case where such third party obtains all or substantially all of the business or assets of the Party.

Severability

In the event that one or more provisions of this Affiliate Agreement shall, or shall be deemed to, be invalid or unenforceable, the validity and enforceability of the other provisions of this Affiliate Agreement shall not be affected thereby. In such case, any such invalid or unenforceable provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent. The same shall apply in the event that this Affiliate Agreement contains any unintended gap.

Survivability

Even if the Affiliate Agreement is terminated, any sections of the Affiliate Agreement that, either explicitly or by their nature, must remain in effect even after termination of the Affiliate Agreement, shall survive.

Applicable law and jurisdiction

The official language of the Program is, and any communication between the Parties in the context of the Program will be held in English. The Affiliate Agreement is available in the English language only.

Affiliate shall be responsible for the payment of all attorneys fees and expenses incurred by Noisli to enforce the Affiliate Terms of this Affiliate Agreement.

This Affiliate Agreement is subject to the laws of the Federal Republic of Germany, without regard to the conflicts of law principles and excluding the UN Convention on Contracts for the International Sale of Goods (CISG); and you hereby agree, and Noisli agrees, to submit to the exclusive jurisdiction of the courts in Berlin (Germany) for resolution of any action, dispute or proceeding arising in connection with this Affiliate Agreement.

You acknowledge and agree that if you have any question, problem or concern, and in any case before taking any formal action and as a prerequisite to filing any petition, demand, or complaint in court or arbitration, you will first contact us at affiliates@noisli.com, providing a brief, written description of the problem and your contact information (including your Affiliate Account email address) and try to amicably resolve the matter with us directly.

Other important terms

If we don’t immediately take action on any breach or violation by you of, or any failure by you to abide by, this Affiliate Agreement or any of the Affiliate Terms, we’re not giving up any rights under this Affiliate Agreement, and we may still take action at some point.

The headings and titles contained in this Affiliate Agreement are included for convenience only, and shall not limit or otherwise affect the Affiliate Terms of this Affiliate Agreement.

This Affiliate Agreement represents the entire agreement between us and you in respect to the Program, and shall supersede all prior agreements and communications of the Parties, oral or written.

If you have any questions you may contact us in english at affiliates@noisli.com.

Last updated: March 6, 2024