Affiliate Program Agreement

1. Introduction and Acceptance

This Affiliate Program Agreement (the "Agreement") constitutes a legally binding agreement between CLYRO SOLUTIONS LTD, a limited liability company incorporated in the Republic of Cyprus under registration number HE 488120 (the "Company", "Clyro", "we", "us", or "our"), and the individual or entity applying to participate in the Company's affiliate program (the "Affiliate", "you", or "your").

By applying to, enrolling in, or participating in the Affiliate Program, you acknowledge and agree that you are bound by the terms of this Agreement, together with any additional policies, guidelines, or terms referenced herein or made available by the Company via the Company's website: https://www.clyro.com/, from time to time.

2. Definitions and Interpretation

For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below, it being understood that terms defined in the singular shall include the plural and vice versa, and references to any gender shall include all genders:

• "Affiliate" means the individual or legal entity that applies to participate in, or has been accepted by the Company into, the Affiliate Program pursuant to the terms of this Agreement.
• "Affiliate Channels" means all websites, platforms, communication channels, social media accounts, applications, promotional pages, and materials used by the Affiliate in connection with the Affiliate Program.
• "Affiliate Data" means any information relating to the Affiliate, including its identification details, contact details, payment details, performance metrics, activity history, compliance information, and any other data processed by the Company in connection with the Affiliate Program.
• "Affiliate Link" means the unique tracking link, URL, referral code, or other attribution mechanism provided by the Company to the Affiliate for the purpose of identifying and tracking Referrals generated by the Affiliate.
• "Affiliate Program" means the performance-based marketing and referral program operated by the Company, pursuant to which Affiliates promote the Company's Services in exchange for Commission, subject to the terms of this Agreement.
• "Agreement" means this Affiliate Program Agreement, together with any schedules, policies, guidelines, or documents incorporated herein by reference, as may be amended from time to time.
• "Business Day" means any day other than a Saturday, Sunday, or public holiday in the Republic of Cyprus on which banks are generally open for business.
• "Commission" means the monetary amount payable by the Company to the Affiliate in accordance with this Agreement, calculated by reference to Net Revenue derived from valid Customer Transactions in accordance with the applicable commission structure set out herein.
• "Confidential Information" means any information disclosed by or on behalf of the Company to the Affiliate, whether in written, oral, electronic, or any other form, that is designated as confidential or that would reasonably be understood to be confidential by its nature, including but not limited to business plans, pricing, customer data, technical information, software, algorithms, marketing strategies, and performance metrics.
• "Customer" means any natural or legal person who accesses, subscribes to, or purchases the Services through a valid Referral generated by the Affiliate and accepted by the Company.
• "Customer Data" means any information relating to a Customer or prospective Customer that is processed by the Company or made available in connection with the Services or the Affiliate Program, including personal data, transaction data, usage data, support data, and account-related information.
• "Customer Transaction" means any completed and valid purchase or subscription to the Services by a Customer, in respect of which payment has been successfully received and cleared by the Company, as determined solely by the Company's internal systems.
• "Net Revenue" means the actual revenue received by the Company in cleared funds from Customer Transactions, excluding any value added tax (VAT), sales tax, refunds, chargebacks, discounts, promotional allowances, transaction fees, or any other deductions applied in the ordinary course of business.
• "Referral" means a prospective Customer who has accessed the Company's Services through the Affiliate Link and whose interaction is successfully tracked and attributed to the Affiliate in accordance with the Company's tracking systems and attribution rules.
• "Services" means all products and services made available for purchase by the Company, including without limitation its proprietary software-as-a-service (SaaS) platform, artificial intelligence tools, automation systems, communication and engagement solutions, applications, interfaces, APIs, integrations, content, and any related features, functionalities, or digital offerings, whether provided on a subscription, licence, or other commercial basis, as may be introduced, modified, or discontinued by the Company from time to time.
• "Subscription" means any recurring billing arrangement under which a Customer pays periodic fees, whether monthly, annual, or otherwise, for continued access to the Services.
• "Term" means the period commencing on the date on which the Affiliate is accepted into the Affiliate Program by the Company and continuing thereafter unless and until terminated by either Party in accordance with the terms of this Agreement.
• "Yearly Subscription" means a Subscription purchased by a Customer for a fixed term of twelve (12) consecutive months.

3. Program Structure and Operation

The Company operates the Affiliate Program as a structured, performance-based referral arrangement pursuant to which the Affiliate is granted a limited, revocable, non-exclusive right to promote the Company's Services through approved channels for the purpose of generating Referrals. Upon acceptance into the Affiliate Program, the Affiliate shall be provided with a unique Affiliate Link or such other tracking mechanism as the Company may determine in its sole discretion, which shall serve as the exclusive means by which Referrals are identified, tracked, and attributed to the Affiliate. The Affiliate shall be solely responsible for the proper implementation, placement, and use of such Affiliate Link across its marketing channels, and acknowledges that failure to correctly implement or maintain the integrity of the tracking mechanism may result in loss of attribution, for which the Company shall bear no liability.

A Referral shall be deemed valid only where a prospective Customer accesses the Company's Services through the Affiliate Link and completes a Customer Transaction within the applicable attribution window, as determined by the Company from time to time, which may typically be set at ninety (90) days from the initial interaction unless otherwise specified. The Company reserves the right to define, modify, or discontinue any attribution methodology, including but not limited to last-click attribution, multi-touch attribution, or such other model as it may reasonably adopt in light of commercial or technical considerations, and any determination made by the Company in this respect shall be final and binding.

The Affiliate acknowledges and agrees that the Company retains full control over the operation, management, and administration of the Affiliate Program, including but not limited to the right to modify the structure, functionality, availability, or features of the Affiliate Program at any time, to introduce or withdraw incentives, to impose additional eligibility criteria, or to suspend or restrict participation where reasonably necessary to protect the Company's legitimate business interests. The Company shall further have the right to monitor the Affiliate's activities and compliance with this Agreement and to request such information or cooperation as may be reasonably required to ensure adherence to applicable policies, legal requirements, and performance standards.

Nothing in this Agreement shall be construed as granting the Affiliate any exclusive rights, territorial protections, or guaranteed levels of traffic, referrals, or revenue, and the Company makes no representation or warranty as to the potential success or profitability of the Affiliate's participation in the Affiliate Program. The Company may, at its sole discretion, provide the Affiliate with access to marketing materials, brand assets, or other resources to facilitate participation in the Affiliate Program; however, all such materials shall remain the property of the Company and shall be used strictly in accordance with the Company's guidelines and this Agreement. The Company reserves the right to modify, withdraw, or restrict access to such materials at any time without liability.

4. Affiliate Obligations and Conduct

The Affiliate undertakes, throughout the Term, to conduct its participation in the Affiliate Program in a lawful, ethical, and commercially reasonable manner, and in full compliance with all applicable laws, regulations, and industry standards, including but not limited to those relating to advertising, consumer protection, unfair commercial practices, electronic communications, and data protection. The Affiliate shall at all times act in good faith and in a manner that preserves and enhances the reputation, goodwill, and commercial standing of the Company and its Services.

The Affiliate shall bear sole and exclusive responsibility for the development, content, operation, and maintenance of all Affiliate Channels and shall ensure that all representations, statements, and claims made in relation to the Company or its Services are accurate, substantiated, not misleading, and strictly consistent with the information made available or expressly authorised by the Company. Under no circumstances shall the Affiliate make any express or implied representations, warranties, guarantees, or commitments on behalf of the Company, nor shall the Affiliate suggest or imply any form of partnership, endorsement, sponsorship, or agency relationship beyond that expressly set out in this Agreement.

The Affiliate shall not engage in any conduct that is unlawful, deceptive, misleading, defamatory, or otherwise harmful, including but not limited to the use of false advertising, misrepresentation of pricing, features, or functionality of the Services, or the omission of material information that would render any promotional communication misleading. The Affiliate shall further refrain from engaging in any practices that may be considered intrusive or abusive, including unsolicited communications, spam, or the use of unauthorised third-party data, and shall ensure that all marketing activities comply with applicable electronic communications and anti-spam legislation.

The Affiliate acknowledges that the Company may monitor, review, and audit the Affiliate's activities, performance, and compliance with this Agreement, and agrees to provide such information, cooperation, and access as may be reasonably requested by the Company for such purposes. Any failure to comply with the obligations set out in this clause shall constitute a material breach of this Agreement and may result in suspension or termination of the Affiliate's participation in the Affiliate Program, as well as the forfeiture of any unpaid Commissions, without prejudice to any other rights or remedies available to the Company.

5. Prohibited Activities

Without prejudice to any other provision of this Agreement, the Affiliate expressly acknowledges and agrees that it shall not, at any time during the Term, directly or indirectly, engage in any activity, practice, or conduct that is unlawful, deceptive, misleading, abusive, or otherwise inconsistent with the legitimate commercial interests, reputation, or operational integrity of the Company or the Affiliate Program. In particular, and without limitation, the Affiliate shall not engage in any form of fraudulent, artificial, or manipulative activity intended to generate or inflate traffic, clicks, leads, or Customer Transactions, including but not limited to the use of automated systems, bots, scripts, click farms, cookie stuffing, forced clicks, hidden links, or any other mechanism designed to distort tracking, attribution, or Commission calculations.

The Affiliate shall not make, publish, or disseminate any false, misleading, or unsubstantiated representations regarding the Company or its Services, including but not limited to misstatements as to pricing, features, functionality, performance, or availability, nor shall it omit material information in a manner that renders any communication deceptive or likely to mislead prospective Customers. The Affiliate further undertakes that it shall not impersonate the Company, represent itself as an official partner, agent, or representative beyond the limited scope of this Agreement, or otherwise create any impression of endorsement, affiliation, or authority not expressly granted by the Company.

The Affiliate shall not engage in any form of unsolicited or unauthorised marketing activity, including but not limited to the sending of spam emails, unsolicited messages, or communications in breach of applicable electronic communications or anti-spam laws, nor shall it use purchased, rented, or otherwise unlawfully obtained data for the purposes of promoting the Services. The Affiliate shall not engage in any advertising practices that infringe upon the Company's intellectual property rights, including but not limited to bidding on the Company's trademarks, trade names, or brand identifiers in search engine advertising, registering or using domain names or social media handles that are identical or confusingly similar to those of the Company, or otherwise attempting to divert or intercept traffic intended for the Company.

The Affiliate shall further refrain from engaging in any conduct that circumvents, interferes with, or undermines the Company's business operations or the intended functioning of the Affiliate Program, including but not limited to attempting to directly solicit, contract with, or otherwise transact with Customers outside the scope of the Affiliate Program for the purpose of avoiding Commission structures or fees, reverse engineering, decompiling, or otherwise attempting to gain unauthorised access to the Company's systems, or exploiting any technical vulnerabilities, errors, or omissions for commercial gain.

The Affiliate shall not promote the Services in connection with any content that is unlawful, infringing, defamatory, obscene, discriminatory, or otherwise objectionable, or that violates the rights of any third party, including intellectual property rights, privacy rights, or rights of publicity. The Company reserves the right, in its sole discretion, to determine whether any content or activity falls within the scope of prohibited conduct under this Agreement.

Any breach of this clause shall constitute a material breach of this Agreement and shall entitle the Company, without prejudice to any other rights or remedies available at law or in equity, to immediately suspend or terminate the Affiliate's participation in the Affiliate Program, to withhold or permanently forfeit any unpaid Commissions, and to recover any amounts previously paid where such payments are determined to have arisen from prohibited or non-compliant activities.

6. Commission Structure and Entitlement

In consideration for the Affiliate's performance under this Agreement and subject at all times to full compliance with its terms, the Company shall pay the Affiliate a commission calculated on the basis of Net Revenue actually received by the Company from valid Customer Transactions attributable to the Affiliate Link, as determined exclusively by the Company's internal tracking and accounting systems.

Where a referred Customer subscribes to the Company's Services on a monthly subscription basis, the Affiliate shall be entitled to a Commission equal to thirty percent (30%) of the Net Revenue generated from such Customer during the first billing month following the initial Customer Transaction. For each subsequent month in which such Customer maintains an active, paid subscription during the Term, the Affiliate shall be entitled to a fixed commission equal to ten percent (10%) of the Net Revenue generated during each such subsequent billing month, provided always that the Customer continues to make Customer Transactions to the Company and provided further that this Agreement remains in force.

Notwithstanding the above, where a referred Customer purchases a Yearly Subscription plan, the Affiliate shall instead be entitled to a one-time, flat Commission equal to fifteen percent (15%) of the Net Revenue derived from such Yearly Subscription, which Commission shall be deemed fully earned upon receipt of payment by the Company and shall not give rise to any further recurring Commission entitlement in respect of that Customer for the duration of the applicable subscription period.

For the avoidance of doubt, no Commission shall be payable in respect of any amounts that are refunded, reversed, subject to chargeback, discounted beyond standard commercial practices, or otherwise not ultimately retained by the Company. The Company reserves the right, acting reasonably and in good faith, to adjust or claw back any Commission previously credited where the underlying Customer Transaction is subsequently invalidated or found to be in breach of this Agreement or the Company's applicable terms of service.

7. Payment Terms and Conditions

All Commissions accrued by the Affiliate pursuant to this Agreement shall be calculated on a monthly basis and shall be payable by the Company to the Affiliate's designated bank account in the manner described below.

Subject to the foregoing, payments shall be processed at the end of each calendar month in respect of Commissions accrued during that month and shall ordinarily be remitted within fourteen (14) Business Days following the end of the relevant month. Notwithstanding the foregoing, the Affiliate acknowledges and agrees that the Company shall be entitled to reasonably delay, without liability, any payment where necessary due to unforeseen circumstances, including but not limited to technical issues, banking delays, regulatory requirements, fraud prevention procedures, or any other events beyond the Company's reasonable control, provided that the Company shall use commercially reasonable efforts to ensure that such delay is kept to a minimum.

The Company further reserves the right to withhold, offset, or suspend any payments where it reasonably suspects fraudulent activity, abuse of the Affiliate Program, breach of this Agreement, or where any amounts are owed by the Affiliate to the Company under any arrangement. The Affiliate shall be solely responsible for all taxes, levies, and reporting obligations arising from any payments received under this Agreement, and the Company shall bear no responsibility for withholding or remitting any such amounts unless required by applicable law.

8. Tracking and Attribution

The Company shall implement and maintain such tracking mechanisms as it deems appropriate, including but not limited to cookies, tracking pixels, unique identifiers, referral codes, or other technological solutions, for the purpose of identifying, recording, and attributing Referrals and Customer Transactions generated through the Affiliate Link. The Affiliate acknowledges and agrees that the proper functioning of such tracking mechanisms is dependent on a range of technical, operational, and user-related factors, and accordingly, the Company does not guarantee the accuracy, completeness, or uninterrupted operation of such systems.

Attribution of Customer Transactions shall be determined exclusively by the Company's internal systems and methodologies, which may include, without limitation, last-click attribution, multi-touch attribution, or any other model adopted by the Company from time to time in its sole discretion. The Affiliate expressly acknowledges that, in circumstances where multiple affiliates, referral sources, or marketing channels may have contributed to a Customer Transaction, the Company shall have the sole and absolute right to determine attribution and Commission entitlement, and such determination shall be final, binding, and not subject to dispute.

The Company shall not be liable for any failure to record or attribute a Referral or Customer Transaction where such failure arises from technical errors, system interruptions, integration failures, tracking limitations, or any circumstances beyond the Company's reasonable control, including but not limited to the use of ad blockers, cookie restrictions, privacy settings, or changes in user behaviour. The Affiliate further acknowledges that the Company shall have no obligation to manually adjust, credit, or otherwise compensate for any untracked or misattributed transactions, except where it elects to do so in its sole discretion.

The Affiliate shall not engage in any activity designed to manipulate, interfere with, or circumvent the Company's tracking systems, including but not limited to cookie stuffing, forced redirects, artificial click generation, or any other practices intended to improperly influence attribution outcomes. Any such activity shall constitute a material breach of this Agreement and may result in immediate termination, forfeiture of Commissions, and recovery of any amounts improperly paid.

The Company reserves the right, on notice where reasonably practicable, to modify, suspend, replace, or discontinue any tracking or attribution mechanism, including the duration of attribution windows or the methodology used to assign credit for Customer Transactions, where it considers such changes reasonably necessary for technical, operational, or commercial reasons. Continued participation in the Affiliate Program following any such modification shall constitute the Affiliate's acceptance of the revised tracking and attribution framework.

9. Intellectual Property Rights

All intellectual property rights of any nature whatsoever in and to the Services, including but not limited to any software, source code, object code, algorithms, artificial intelligence models, databases, designs, user interfaces, documentation, content, branding, trademarks, trade names, logos, domain names, and any other proprietary materials or technology made available by or on behalf of the Company (collectively, the "Company Intellectual Property"), shall at all times remain the sole and exclusive property of the Company and/or its licensors. Nothing in this Agreement shall operate to assign, transfer, or otherwise convey to the Affiliate any ownership interest in or to the Company Intellectual Property, and all rights not expressly granted herein are hereby reserved by the Company.

Subject to the terms and conditions of this Agreement, the Company grants to the Affiliate a limited, non-exclusive, revocable, non-transferable, and non-sublicensable licence to use such trademarks, logos, and marketing materials as may be expressly provided or approved by the Company (the "Licensed Materials"), solely for the purpose of promoting the Services in connection with the Affiliate Program and strictly in accordance with any guidelines, brand policies, or instructions issued by the Company from time to time. The Affiliate shall not use the Licensed Materials in any manner that is misleading, defamatory, disparaging, or otherwise detrimental to the Company's reputation, nor in any manner that suggests endorsement, sponsorship, or affiliation beyond that expressly permitted under this Agreement.

The Affiliate shall not, directly or indirectly, modify, adapt, reproduce, distribute, publicly display, reverse engineer, decompile, disassemble, or otherwise attempt to derive the underlying structure, functionality, or source code of any part of the Services or the Company Intellectual Property, except to the extent such restriction is prohibited by applicable law. The Affiliate shall further refrain from creating any derivative works based on the Company Intellectual Property or from using such intellectual property in any manner not expressly authorised herein.

The Affiliate shall not register, attempt to register, or otherwise acquire any rights in any trademarks, trade names, domain names, social media identifiers, or other designations that are identical or confusingly similar to those of the Company, nor shall it challenge, contest, or otherwise impair the validity, ownership, or enforceability of the Company's intellectual property rights. Any goodwill arising from the use of the Licensed Materials by the Affiliate shall inure solely to the benefit of the Company.

The Affiliate acknowledges that any unauthorised use of the Company Intellectual Property may cause irreparable harm to the Company for which monetary damages may be inadequate, and accordingly, the Company shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law, in the event of any breach or threatened breach of this clause.

Upon termination or expiration of this Agreement for any reason, the Affiliate shall immediately cease all use of the Licensed Materials and the Company Intellectual Property and shall remove or delete any such materials from its systems, platforms, and promotional channels, unless otherwise expressly authorised in writing by the Company.

10. Data Protection and Privacy

Each Party undertakes to comply, at all times during the Term, with all applicable data protection and privacy laws and regulations, including, where applicable, the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the Cyprus Data Protection Law, and any other legislation governing the processing of personal data. The Affiliate acknowledges that, in the context of the Affiliate Program, it acts solely as an independent controller in respect of any personal data it collects, accesses, or otherwise processes through its own Affiliate Channels, and shall be solely responsible for ensuring that such processing is carried out lawfully, fairly, and transparently, and on the basis of a valid legal ground as required under applicable law.

The Affiliate shall ensure that it provides all necessary notices to data subjects and, where required, obtains all necessary consents prior to collecting or processing any personal data in connection with its marketing or promotional activities, including but not limited to the use of cookies, tracking technologies, electronic communications, and targeted advertising. The Affiliate shall further ensure that any personal data is collected only to the extent necessary for legitimate purposes, is accurate and kept up to date, and is retained only for as long as necessary in accordance with applicable legal requirements. The Affiliate shall implement appropriate technical and organisational measures to safeguard personal data against unauthorised or unlawful processing, accidental loss, destruction, or damage.

The Affiliate shall not, under any circumstances, collect, access, store, process, or otherwise handle personal data on behalf of the Company, nor shall it represent itself as acting on behalf of or under the authority of the Company in respect of any data processing activities, unless expressly authorised in writing and subject to the execution of a separate data processing agreement where required by law. The Affiliate shall not attempt to access, intercept, or otherwise obtain any Customer Data or other information processed by the Company through its Services, except where such access is expressly permitted.

The Company may collect, process, and use Affiliate Data and Customer Data for the purposes of administering the Affiliate Program, tracking performance, preventing fraud, improving its Services, and conducting marketing and business operations, in accordance with its privacy policy and applicable legal requirements. The Affiliate acknowledges that the Company may engage third-party service providers, including payment processors, analytics providers, and infrastructure providers, for the purpose of carrying out such processing, and that such providers may be located within or outside the European Economic Area, subject to appropriate safeguards as required by applicable law.

In the event that the Affiliate becomes aware of any actual or suspected personal data breach or security incident relating to personal data processed in connection with this Agreement, it shall notify the Company without undue delay and shall cooperate fully with the Company in investigating, mitigating, and remedying such incident, including complying with any applicable legal obligations relating to notification and remediation.

The Affiliate shall indemnify and hold harmless the Company against any and all claims, liabilities, damages, losses, fines, penalties, or expenses arising out of or in connection with the Affiliate's failure to comply with its obligations under this clause or applicable data protection laws. The obligations set out in this clause shall survive termination or expiration of this Agreement for so long as the Affiliate continues to process or retain any personal data obtained in connection with the Affiliate Program.

11. Confidentiality

The Affiliate acknowledges that, in the course of its participation in the Affiliate Program and performance of its obligations under this Agreement, it may have access to or be exposed to certain Confidential Information belonging to the Company or its affiliates, whether disclosed directly or indirectly, in written, oral, electronic, or any other form. The Affiliate undertakes to keep all Confidential Information strictly confidential and to use such information solely for the purpose of fulfilling its obligations under this Agreement and participating in the Affiliate Program. The Affiliate shall not, without the prior written consent of the Company, disclose, publish, or otherwise make available any Confidential Information to any third party, nor use such information for its own benefit or for the benefit of any third party, except to the extent strictly necessary for the performance of this Agreement and subject to equivalent confidentiality obligations.

The Affiliate shall implement and maintain appropriate technical and organisational measures to protect the Confidential Information against unauthorised access, disclosure, loss, or misuse, and shall exercise at least the same degree of care as it applies to its own confidential information of a similar nature, and in any event no less than a reasonable standard of care. The Affiliate shall ensure that any of its employees, agents, contractors, or representatives who are granted access to Confidential Information are bound by confidentiality obligations no less restrictive than those contained herein and shall remain fully liable for any acts or omissions of such persons.

The obligations of confidentiality set out in this clause shall not apply to information which the Affiliate can demonstrate, through appropriate evidence, was publicly available at the time of disclosure or subsequently becomes publicly available through no breach of this Agreement, was lawfully in the Affiliate's possession prior to disclosure by the Company, is lawfully received from a third party without breach of any confidentiality obligation, or is required to be disclosed by law, regulation, or order of a competent authority, provided that, to the extent legally permitted, the Affiliate gives the Company prompt written notice of such requirement and cooperates with the Company in seeking to limit or protect such disclosure.

The Affiliate acknowledges that any unauthorised use or disclosure of Confidential Information may cause irreparable harm to the Company for which monetary damages may be inadequate, and accordingly, the Company shall be entitled to seek injunctive or other equitable relief, in addition to any other remedies available at law or in equity, in the event of any breach or threatened breach of this clause.

Upon termination or expiration of this Agreement for any reason, or upon written request by the Company at any time, the Affiliate shall promptly cease all use of Confidential Information and shall return or securely destroy, at the Company's election, all materials containing or reflecting such Confidential Information, including any copies thereof, and shall certify in writing that it has complied with its obligations under this provision.

The obligations set out in this clause shall survive termination or expiration of this Agreement for a period of five (5) years, or for so long as the Confidential Information remains confidential by its nature, whichever is longer.

12. Term and Termination

This Agreement shall commence on the date on which the Affiliate is accepted into the Affiliate Program by the Company and shall continue in full force and effect unless and until terminated in accordance with the provisions set out herein. Participation in the Affiliate Program is conditional upon the Affiliate's continued compliance with this Agreement and any policies, procedures, or guidelines issued by the Company from time to time.

Either Party may terminate this Agreement for convenience at any time by providing prior written notice to the other Party. Notwithstanding the foregoing, the Company reserves the right to suspend or terminate the Affiliate's participation in the Affiliate Program with immediate effect and without prior notice where it reasonably determines that the Affiliate has committed a material breach of this Agreement, engaged in fraudulent, unlawful, or misleading conduct, violated applicable laws or regulations, or otherwise acted in a manner that may harm the Company's reputation, business interests, or the integrity of the Affiliate Program.

The Company further reserves the right, acting reasonably, to suspend or terminate the Affiliate's participation where the Affiliate remains inactive for a prolonged period or fails to meet reasonable performance expectations. The Company may also suspend or discontinue the Affiliate Program, in whole or in part, at any time for operational, commercial, or strategic reasons, subject to providing reasonable notice where practicable.

Upon termination of this Agreement for any reason, the Affiliate shall immediately cease all use of the Affiliate Link, the Company's intellectual property, and any promotional materials, and shall promptly remove all references to the Company from its Affiliate Channels. Any rights or licences granted to the Affiliate under this Agreement shall automatically terminate upon such termination.

For the avoidance of doubt, the Affiliate shall only be entitled to receive Commission in respect of valid Customer Transactions that are fully completed prior to the effective date of termination of this Agreement. The Affiliate shall not be entitled to any Commission, compensation, or other payment in respect of any future purchases, renewals, or subscription payments made by Customers following the effective date of termination, regardless of whether such Customers were originally referred by the Affiliate. Notwithstanding the foregoing, any Commission that has accrued prior to termination shall remain subject to verification, adjustment, or withholding in accordance with the terms of this Agreement.

Where termination arises as a result of a material breach by the Affiliate, including but not limited to fraudulent activity or violation of Section 5, the Company shall be entitled, to the fullest extent permitted by law, to withhold, cancel, or recover any unpaid or previously paid Commissions.

Termination of this Agreement shall be without prejudice to any rights, remedies, obligations, or liabilities of either Party that have accrued up to the date of termination. Any provisions which by their nature are intended to survive termination, including but not limited to provisions relating to intellectual property, confidentiality, data protection, limitation of liability, indemnification, audit, verification, shall continue in full force and effect notwithstanding such termination.

13. Indemnification

The Affiliate shall indemnify, defend, and hold harmless the Company, its affiliates, and each of their respective directors, officers, employees, agents, representatives, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, proceedings, liabilities, damages, losses, fines, penalties, costs, and expenses of any kind whatsoever, including, without limitation, reasonable legal fees and expenses, arising out of or in connection with the Affiliate's participation in the Affiliate Program, any breach by the Affiliate of this Agreement or any policies incorporated herein, any violation of applicable laws or regulations by the Affiliate, any negligent, fraudulent, misleading, or unlawful act or omission of the Affiliate, or any infringement or alleged infringement of any intellectual property, privacy, or other rights of any third party resulting from the Affiliate's activities, content, or promotional materials.

The Affiliate shall, at its own cost and expense, assume the defence of any claim subject to indemnification under this clause, provided that the Company shall have the right, at its sole discretion and expense, to participate in or assume control of the defence of any such claim, proceeding, or action, in which case the Affiliate shall fully cooperate with the Company in the conduct of such defence. The Affiliate shall not settle, compromise, or otherwise dispose of any claim in a manner that imposes any liability, obligation, or admission on the part of the Company without the Company's prior written consent, which shall not be unreasonably withheld.

The Company shall promptly notify the Affiliate of any claim for which it seeks indemnification under this clause, provided that any failure or delay in providing such notice shall not relieve the Affiliate of its indemnification obligations except to the extent that it is materially prejudiced thereby. The Affiliate's obligations under this clause shall apply regardless of whether the claim arises in contract, tort, including negligence, breach of statutory duty, or otherwise.

The indemnities set out in this clause shall be in addition to, and shall not limit or exclude, any other rights or remedies available to the Company under this Agreement or at law, and shall survive termination or expiration of this Agreement for any reason.

14. Limitation of Liability

To the fullest extent permitted by applicable law, the Company shall not be liable to the Affiliate, whether in contract, tort, including negligence, breach of statutory duty, misrepresentation, restitution, or otherwise, for any direct, indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, loss of goodwill, loss of data, or business interruption, arising out of or in connection with this Agreement, the Affiliate Program, or the Affiliate's participation therein, even if the Company has been advised of the possibility of such damages.

Without prejudice to the foregoing, the Company shall not be liable for any failure to perform, or delay in the performance of, any of its obligations under this Agreement where such failure or delay results from circumstances beyond its reasonable control, including but not limited to technical failures, system outages, interruptions to the Services, failures of third-party service providers, internet disruptions, cyber incidents, or changes in applicable laws or regulations. The Affiliate acknowledges that the Affiliate Program and any related tracking, reporting, or payment systems are dependent on technology and third-party infrastructure, and the Company makes no representation or warranty as to their uninterrupted availability, accuracy, or reliability.

In all circumstances, and to the maximum extent permitted by law, the total aggregate liability of the Company to the Affiliate arising out of or in connection with this Agreement, whether in contract, tort, including negligence, or otherwise, shall be strictly limited to the total amount of Commissions actually paid to the Affiliate by the Company during the three (3) months immediately preceding the event giving rise to the claim.

Nothing in this Agreement shall operate to exclude or limit any liability which cannot be excluded or limited under applicable law, including liability for death or personal injury resulting from negligence, or for fraud or fraudulent misrepresentation.

15. Relationship of the Parties

Nothing in this Agreement shall be construed as creating any partnership, joint venture, agency, or employment relationship between the Parties. The Affiliate shall act solely as an independent contractor and shall have no authority to bind the Company in any manner whatsoever.

16. Amendments

The Company reserves the right to amend or modify this Agreement at any time by posting an updated version or otherwise notifying the Affiliate. Continued participation in the Affiliate Program following such amendments shall constitute acceptance of the revised terms.

17. Audit, Verification and Clawback Rights

The Company reserves the right, at any time during the Term and for a reasonable period thereafter, to audit, review, and verify the Affiliate's compliance with the terms of this Agreement, including but not limited to the accuracy and legitimacy of Referrals, Customer Transactions, and any activities giving rise to Commission entitlement. The Affiliate shall, upon reasonable request by the Company, promptly provide such information, records, documentation, and access to systems or Affiliate Channels as may be reasonably necessary to enable the Company to conduct such verification, and shall cooperate fully and in good faith in connection therewith.

Where the Company determines, acting reasonably and in good faith, that any Commission has been generated through activities that are fraudulent, misleading, non-compliant, or otherwise in breach of this Agreement, or where any Customer Transaction is subsequently cancelled, refunded, reversed, or deemed invalid, the Company shall be entitled, without prejudice to any other rights or remedies available at law or in equity, to withhold payment of such Commission, to deduct the relevant amounts from any future payments due to the Affiliate, or to require the Affiliate to promptly repay any amounts already paid. The Affiliate shall, upon written demand, reimburse the Company for any such amounts within a reasonable period specified by the Company.

The Company may also suspend payment of Commissions pending the outcome of any investigation into suspected fraud, abuse, or breach of this Agreement, and may impose reasonable safeguards, monitoring measures, or restrictions on the Affiliate's participation in the Affiliate Program where it considers such actions necessary to protect its legitimate business interests. The rights set out in this clause shall survive termination or expiration of this Agreement for any reason.

18. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Cyprus. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Cyprus.

19. Miscellaneous

This Agreement constitutes the entire agreement between the Parties in relation to its subject matter and supersedes and extinguishes all prior or contemporaneous agreements, understandings, negotiations, representations, or arrangements, whether written or oral, relating to such subject matter. Each Party acknowledges that it has not relied on any statement, representation, assurance, or warranty other than those expressly set out in this Agreement.

If any provision of this Agreement, or any part thereof, is held by a court or other competent authority to be invalid, illegal, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and if such modification is not possible, the relevant provision shall be deemed deleted. Any such modification or deletion shall not affect the validity and enforceability of the remaining provisions of this Agreement, which shall continue in full force and effect.

The Affiliate shall not assign, transfer, charge, subcontract, or otherwise deal with any of its rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign, transfer, or otherwise deal with its rights and obligations under this Agreement at any time without restriction.

No failure or delay by the Company in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any further exercise thereof or the exercise of any other right, power, or remedy. A waiver of any breach shall only be effective if given in writing and shall not constitute a waiver of any subsequent breach.

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement to the extent that such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labour disputes, interruptions to utilities or communications, or failures of third-party service providers (a "Force Majeure Event"), provided that the affected Party uses reasonable efforts to mitigate the effects of such Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable.