Celebros Affiliates Agreement

(the "Agreement")

This Agreement contains the complete terms and conditions that apply to the participation in the Celebros Affiliates Program (the "Program"). As used in this Agreement, "we", "us", or "our" means Celebros Ltd., and "you" means the applicant. "Celebros Site" means the site that has its primary home page identified by the URL www.celebros.com.

1.                  Introduction of prospects

We offer you the option to introduce us to potential clients. For the avoidance of doubt, it is clarified that, your assignment will be on a non-exclusive basis, and we reserve the right to reject a referral, for any reason whatsoever.

2.                  Enrollment in the Program

To begin the enrollment process, you will submit a complete application via our site: http://affiliate.celebros.com/. We will evaluate your application in good faith and will notify you of its acceptance or rejection.

You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.

3.                  Links on Your Site

Once you have been notified that your site has been accepted into the Program, we grant you a revocable, non-exclusive, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to the Celebros Site, to provide on your site links to the Celebros Site.

You acknowledge that, by participating in the Program and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, and does not infringe, any privacy right, of any third party whatsoever, nor violate any applicable law or regulation. 

We grant you a nonexclusive, revocable right to use the graphic image and text described in this Section 3 and such other text or images for which we grant express permission, solely for the purpose of identifying your site as a Program participant and to assist in generating sales. You may not use such image or text in an offline promotion or other offline manner (e.g., in any printed material, mailing or other document). You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our trademark guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice

4.                  Referral Processing

We will contact, at our sole discretion, the prospects, recommended by you (the "New Business"), and offer them our products and services as described on our website www.celebros.com [1] (the "Services"), upon Celebros's customary terms and conditions, as may be modified from time to time, in our sole discretion. We reserve the right to reject references to New Business, recommended by you. We will be responsible for all aspects of customer engaging and fulfillment. Furthermore, you declare that by referring us with New Business' details according to this Agreement, you do not violate any privacy right, of any third party whatsoever, nor violate any applicable law or regulation. 

5.                  Referral Fee Payment

We will pay you referral fees as further set forth in each of the Referral Fee Programs http://affiliate.celebros.com/affiliate/news.php (the "Referral Fees"), with respect to transactions that have been consummated between us and a New Business. The Referral Fee shall be paid on a monthly basis and subject to the receipt of the fee due to use from the New Business. We will either (a) send you a check for the Referral Fees earned (b) directly deposit the Referral Fees earned into your bank account (if you want us to use this method of payment, please note that you will have to provide us with the name of your bank, the bank account type, the account number and the primary account holder name as it appears on the bank account). In the event that a New Business continues its engagement with Celebros and acquire further Services, you shall not be entitled to receive any Referral Fees with respect to such transactions. 

6.                  Policies and Pricing

All of our rules, policies, and operating procedures concerning the Service, customer orders and customer service will apply to those customers referred by you. We may change our policies and operating procedures at any time, in our sole discretion. For example, we will determine the prices to be charged for Services sold under this Program in accordance with our own pricing policies.

7.                  Compliance with Laws

As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws that govern marketing email.

8.                  Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the Celebros Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn Referral Fees only on sales of Services that occur during the term, and Referral Fees earned through the date of termination will remain payable only if the related orders are not canceled. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

9.                  Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on the Celebros Site. Modifications may include, for example, changes in the scope of available Referral Fees, referral fee schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE CELEBROS SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

10.              Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.

11.              Limitation of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Referral Fees paid or payable to you under this Agreement.

12.              Disclaimers

We make no express or implied warranties or representations with respect to the Program or any Services sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Celebros Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

13.              Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT. 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 AGREEMENT.

14.              Governing Law and Jurisdiction

The governing law of this Agreement shall be the substantive law of Israel and the parties hereto irrevocably submit to the sole and exclusive jurisdiction of the Tel-Aviv courts of the State of Israel to the absolute exclusion of any other court and any other jurisdiction.

15.              Miscellaneous

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

16.              Entire agreement

This Agreement, the schedules, appendixes, and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement between the Parties with regard to the subjects hereof, supersedes any other or prior agreements or understandings between the Parties with regard to the subject matter hereof.