Ply Affiliate Terms and Conditions
These Terms ("Terms") set forth the conditions for participation in the Ply affiliate program ("Affiliate Program"). In these Terms, the terms "Affiliate" or "you" refer to party accepting these Terms and "Ply", "we", or "us" refers to Real Far Ltd. d/b/a Ply.
1. Engagement
Subject to these Terms, you are engaged as an Affiliate for the purpose of promoting Ply's software augmentation products and services ("Product").
Ply will provide you with a dedicated link to its website or a coupon code that can be used in connection with its Products ("Link"). This Link will allow Ply to track conversions originating from the Affiliate. Ply shall not be responsible for any tracking errors that may occur through use of the Link or failure to use the Link properly.
Any content or materials you post or provide as part of your participation in the Affiliate Program ("Content") must be created by you and must be your own, original content and must comply with these Terms, industry standards, applicable laws and regulations, including the Federal Trade Commission's Guides Concerning the Use of Testimonials and Endorsements in Advertising.
Nothing in these Terms shall be interpreted as obligating or preventing Ply from engaging with any customer, either independently or through the assistance of others. Nothing shall limit Ply's right to change the services it offers to its customers or the prices payable therefor and Ply shall not be obligated to notify Affiliate of any such change. Affiliate is not a party to any engagement between Ply and customer referred to it by Affiliate.
2. Commissions
You will be entitled to receive commissions, as set out on our website at https://ply.io/partners/affiliate-partners ("Commissions") for customers initially referred to us by you through the Link who have then registered for Ply's paid services within a period of 60 (sixty) days from referral through the Link and who have not previously been referred by other methods such as advertisements or other affiliates' Links ("Referred Customers"). The Commissions will be calculated as a percentage of the total Net Revenues (as defined below) received by Ply from the relevant Referred Customer, per the terms listed on the website. It is clarified that in case the Referred Customer uses Ply's service free of charge (in accordance with Ply's then-effective sale policy), you will not be entitled to any Commission on account of such Referred Customer. Any expenses or fees arising from your activities pursuant to these Terms shall be borne in full and solely by you. "Net Revenues" shall mean gross revenues actually received by Ply on account of a subscription, net of any refunds, discounts, sales taxes (if applicable) and pass-through costs. Net Revenues will be determined and attributed to Affiliate based solely on Ply's records.
Each Commission payment may be reduced at Ply's sole discretion on account of fraudulent transactions, chargebacks, or the like refunds related to Net Revenues, which were the basis for previous Commission payments and such reductions may be offset against future payments due.
Ply shall not be responsible for any taxes, expenses, or fees arising from your activities pursuant to these Terms. Ply shall not withhold any taxes from the Commissions paid to you, unless required by law.
3. Representations
You represent and warrant that: (i) you have all the rights, titles, licenses, permissions, and approvals necessary to enter into and perform your obligations under these terms; (ii) you are at least 18 years old and have the ability to form a binding contract (iii) by entering into these Terms you will not violate any laws or agreements to which you are party, or rights, or obligations you have to any third party; (iv) you shall throughout the Term (as defined below) comply with applicable law including anti-bribery laws, export control laws, and data protection laws; (v) you are not involved in any legal proceedings, including criminal proceedings, that could endanger or reflect poorly on Ply; and (vi) you are not located in a country subject to sanctions, embargoes or similar restrictions by the U.S. Office of Foreign Assets Control, the State of Israel, or any other country, or relevant authority and are not acting on behalf of anyone subject to such sanctions.
4. Intellectual Property
Ply retains all rights, ownership, and interests in any materials it may provide ("Materials") and in any copyright, trademark, or other intellectual property therein. Nothing in these Terms should be understood as granting any rights, ownership, or interest in the Materials, or in the underlying intellectual property, other than the limited rights to use the Materials as provided herein.
5. Your Content
You must have full rights to use freely, post, and provide any Content you provide. Your Content must comply with applicable laws and regulations, including without limitation, the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 ("CAN-SPAM Act"), the Children's Online Privacy Protection Act of 1998 ("COPPA"), and the rules applicable to the platform on which the Content is shared, and any other laws that may be applicable to you. For example, if the Content is shared on YouTube, it needs to comply with YouTube's Terms of Service and relevant policies. Any statements that you make should be truthful and should reflect your honest opinion and actual experiences. Your activities in connection with these Terms, including posting any Content or Materials, shall at all times be conducted in a professional and lawful manner, shall reflect positively on Ply, and shall not be harmful to Ply's reputation. Sending unsolicited commercial emails or other messages that may be considered SPAM is expressly prohibited. Recipients must be offered the option to opt-out of receiving any messages and any opt-out requests must be honored. Without limiting the above, Content you provide in connection with the Link and the context in which it is shared, may not include content that is sexually explicit, obscene, offensive, profane, threatening, harmful, defamatory, libelous, discriminatory, graphically violent, unlawful, or infringing on the intellectual property, privacy or publicity rights of any third party. You may not promote the Link by way of any paid link or advertisement, including without limitation, through any search engine or sponsored advertising service such as Google Adwords or Facebook and may not bid on any such links or advertisements. You may not offer any incentives to any individuals, such as payments or other benefits, that would induce anyone to use the Link or obtain any products or services from Ply. To the extent Ply believes, at its sole discretion, that your activities in connection herewith or the Content you provide does not comply with the above requirements or that your activities reflect poorly on Ply or may be harmful to its reputation, Ply may revoke the right to use Materials granted in Section 4 above and/or may terminate or block your participation in the Affiliate Program.
6. Relationship of Parties
These Terms shall not be construed as creating any employment relationship, agency relationship, or partnership between Ply and you and you may not represent yourself as an employee, agent, or partner or make any binding representations or undertakings on behalf of Ply. You shall provide services to Ply as an independent contractor. Your activities shall at all times reflect favorably on Ply and its Products and services.
7. Confidentiality
Any information that you are exposed to by virtue of your relationship with Ply under these Terms, which information is not available to the general public, other than the Materials, shall be considered "Confidential Information". You may not disclose any Confidential Information to any person or entity or use such Confidential Information for any purpose other than satisfying your obligations hereunder. You may disclose Confidential Information where required by law or regulation, provided that you notify Ply of such requirement and cooperate with Ply to minimize the extent of the disclosure.
8. Indemnification
Affiliate will be liable for, defend, indemnify and hold Ply harmless against any and all claims, actions, suits, proceedings, judgments, damages, losses, liabilities, costs and legal or other expenses incident to any of the foregoing or the enforcement of the provisions hereof resulting from or in connection with your Content; (2) a breach of Affiliate's obligations, representations, warranties or covenants made in these Terms; (3) any damage to Ply's reputation due to the action or inaction of the Affiliate or anyone on its behalf; (4) infringement of any third party right by the Affiliate; or (5) any violation of any applicable law or regulation, including, without limitation, data protection and privacy laws. Affiliate may not settle or compromise such suit without the written consent of Ply. Ply may be represented in any such suit by counsel of its own choosing at its own expense.
9. Disclaimer of Warranty
Ply expressly disclaims all warranties and representations regarding your participation in the Affiliate Program or the services that Ply may provide to Referred Customers, including, without limitation, express or implied warranties regarding merchantability, fitness for a particular purpose, and non-infringement. In particular, and without derogating from the above, Ply does not undertake or guarantee any minimum payments or revenues to Affiliate or that it will engage with any Referred Customers, nor does it provide any warranties to Referred Customers hereunder relating to the functionality or quality of the services it provides, including that the services will be free of defects or that any defects will be corrected.
10. Limitation of Liability
Neither Ply nor its officers, or personnel shall be liable for any loss of profits or costs, or for any indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services, whether Ply was or should have been aware or advised of the possibility of such damage, arising out of or associated with any loss, termination of these Terms, use of the Materials and the Link, or other performance hereunder. In no event shall Ply's aggregate maximum liability hereunder exceed the amounts actually paid by Ply to the Affiliate in the twelve months (12) prior to the applicable claim.
11. Term
These Terms shall take effect when accepted by you and shall remain in full force and effect for a period of twenty-four (24) months thereafter, unless terminated earlier in accordance with the terms hereof ("Term"). Ply may terminate these Terms or temporarily block your participation in the Affiliate Program, at its sole discretion and at any time, including without limitation, where Ply believes, at its sole discretion, that you have failed to comply with the terms hereof, where the potential customers referred are not of a high caliber, or are fraudulent, or where your activities reflect negatively on Ply. Following termination, you shall cease all use of the Materials, including the Link, and Ply shall have no further obligation to make any payments whatsoever of any Commissions to you, other than those that have accrued prior to termination, provided, however, that if Ply terminates these Terms as a result of a material breach on your part, any accrued and outstanding Commissions shall be deemed as automatically forfeited and waived and Ply shall have no further payment obligations toward you. All provisions of these Terms relating to intellectual property, confidentiality, indemnification, disclaimers of warranties, limitations of liability and general terms will survive termination of these Terms.
12. Notices
Any required notices pursuant to these Terms may be sent by registered mail or email (with electronic confirmation of delivery) to the addresses of the parties hereto provided upon registration, as applicable, and any such notice shall be deemed to have been received one (1) business day after delivery by courier, four (4) business days after delivery by registered mail and one (1) business day after email transmission and written confirmation receipt of such transmission.
13. Miscellaneous
These Terms shall be governed solely by the laws of the State of New-York, and without regard to the United Nations Convention on the International Sales of Goods and the competent courts in the State of New-York shall have exclusive jurisdiction to hear any disputes arising hereunder. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between us and you pertaining to the subject matter hereof, and any and all other agreements existing between us and you relating thereto are hereby canceled. We may assign and/or transfer our rights and obligations hereunder to any third party without prior notice. You shall not assign and/or transfer any of your rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. We may modify these Terms at any time at our discretion and will provide you notice of such modification, which notice may be provided by posting of an updated version on this page. Continued participation following such notice shall be considered acceptance of the updated Terms.
Last updated