These Terms of Service, as amended from time to time, together with the other terms, agreements and policies referenced herein (which constitute an integral part hereof) (these “Terms”) constitute a legally binding agreement between Flux Life Ltd., a company incorporated under the laws of Israel and its affiliates (together, the “Company”) and each user of the Company's Services (each, a “Customer”). The Terms govern the manner in which the Customer may use and access the Company's Services (as such terms are defined below).

The Customer's access or use of the Services signifies the Customer's agreement to be bound to these Terms. If Customer does not agree to these Terms, Customer may not register or use the Services.

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1. The Services

1.1 The Services. The Company offers its Customers: (i) online educational courses for web designers (the “Flux Courses”) and other related Content, (ii) support, mentoring, private trainings and other similar services which the Company may offer to Customers from time to time (the “Mentoring”), (iii) access to the Flux community where users of the Services and other third parties may interact (the "FluxCommunity"), and (iv) free Content, which is available to any visitor of the Company's websites and other platforms (the “Free Content”, and, together with the Flux Courses, the Mentoring and Flux Community, if applicable - the "Services") through its websites, platforms, social networks and applications (the "Platforms"). The term "Content" includes, without limitation, any content, service, product, materials, software, know-how, files, documentation, code, designs, graphics, text, media, music, audio files or other sounds, photographs, images, videos, illustrations, interactive features, methodologies, artwork, names, logos, trademarks and services marks, and any derivative thereof.

1.2 No Guarantee. COMPANY DOES NOT GUARANTEE THAT ANY SKILL, OUTCOME, RESULTS, SUCCESS OR OPPORTUNITIES WILL RESULT FROM THE PARTICIPATION IN THE FLUX COURSES OR ANY OTHER USE OF THE SERVICES.

1.3 Certificate. Upon successful completion of certain courses and tasks, the Company may issue the Customer a graduation certificate. The issuance of the graduation certificate is at the Company's sole discretion and is subject to the payment of the Fees in full. The graduation certificate has no academic or other implication. The Company may revoke any such certificate at its sole discretion.

1.4 Limitations. Without derogating from Section ‎6.2 below, Customer may only use the Services for the Customer's own non-commercial personal use (the “Purpose”). The right to use and access the Services is granted only to the Customer and is limited, non-transferable, non-exclusive, and non-sub-licensable. The Services may only be used by individuals who: (i) can form legally binding contracts under applicable law, and (ii) are of the age of eighteen (18) and above. Accessing and using the Services is subject to the Company’s Code of Conduct which is available at: www.flux-academy.com/code-of-conduct (the "Code of Conduct") which is incorporated herein by reference.

1.5 Modification or Discontinuation of the Services. The Company may change or update the Services and Platforms at any time, including the availability of any feature or Content, and the Company may impose limitations or restrictions on certain features and Content or on the access or use of the Services, without notice or liability.

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2. Free Trial; Free Services

2.1 Trial Services and Free Services. The Company may offer, from time to time, Free Content and some other Services on free trial versions or without any charge (“Trial and Free Services”). The Company reserves the right to modify, cancel and limit any Trial and Free Service at any time without any liability.

2.2 Pre-released Services. The Company may offer, from time to time, the Services in an alpha or beta versions (the “Pre-Released Services”) and will use best endeavors to identify such Pre-Released Services as such. Pre-Released Services are services that are still under development, and as such they may be inoperable or incomplete, and may contain bugs, suffer disruptions and/or not operate as intended and designated, more than usual.

2.3 Governing Terms of Trial and Free Services and Pre-released Services. The Trial and Free Services and the Pre-Released Services are governed by these Terms, provided that notwithstanding anything in these Terms or elsewhere to the contrary, in respect of Trial and Free Services and Pre-Released Services (i) such services are licensed hereunder on as “As-Is” “As Available” basis, with no liability or warranties, express or implied, of any kind; and (ii) IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF COMPANY, ITS AFFILIATES OR ITS THIRD-PARTY SERVICE PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SERVICES AND THE THIRD PARTY SERVICES), EXCEED US$ 1.00. The Company makes no promises that any Trial and Free Services and Pre-Released Services will be made available to the Customer and/or generally available.

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3. Registration‍

3.1 Account Registration. In order to use to the Services, the Customer is required to register and create accounts in the Platforms used or provided by the Company (the “Account(s)”). The Company reserves the right to refuse a Customer's registration or to block Customer's access to the Services, at the Company's discretion.

3.2 Account Information. As part of the registration process, the Customer may be required to provide certain personal information (including, name, phone number, e-mail address, etc.) and to select a password. The Customer: (i) agrees to provide accurate and complete information; (ii) acknowledges that the Customer is solely responsible for the activity that occurs on the Customer's Account; (iii) agrees to keep the Customer's Account credentials, such as the password, secured; and (iv) undertakes to notify the Company immediately of any breach of security or unauthorized use of the Account.

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4. Flux Community, Additional Content, Mentoring and Interactions

The Flux Community is operated by the Company, but not necessarily under the Company's control. The Company does not curate, monitor or moderate the Content published by Flux Community members and third parties, such as other teachers, students, and guests, including, without limitation, (i) information and messages posted in forums or through other means of communication between members of the Flux Community; and (ii) informal lessons and lectures provided by the Company's teachers and other guest speakers ("Additional Content"). In addition, as part of the Mentoring Services, Customer may take part in personal or group training and mentoring sessions, provided by members of the Flux Community, representatives of the Company or third parties and may receive personal feedback. Customer acknowledges and agrees that Company and any other party involved in such Mentoring shall not be in any way responsible or liable with respect to such Additional Content or Mentoring, as such Services are provided without any liability. BY ACCESSING, PARTICIPATING AND/OR USING THE ADDITIONAL CONTENT AND MENTORING, CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER'S ACCESS AND USE OF THE ADDITIONAL CONTENT AND MENTORING IS AT THE CUSTOMER'S SOLE DISCRETION AND RISK, AND THE COMPANY WILL NOT INCUR ANY LIABILITY WITH RESPECT THERETO.

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5. Customer Content

5.1 General. While using the Services, Customer may provide certain Content to be shared, published, displayed, processed, or used by the Company (the "Customer Content"). As between the Customer and the Company, Customer shall remain the owner of all Customer Content. 

5.2 Customer Content. Customer hereby grants the Company and its Sub-processors an irrevocable, perpetual, non-exclusive, worldwide, royalty-free, fully paid, sub-licensable right and license to access, use, process, copy, modify, publish, download, store, distribute and display the Customer Content. Customer represents and warrants that (i) Customer owns or has all the necessary rights, consents and permissions to grant the Company the aforementioned right and license, without infringing or violating any intellectual property or proprietary rights of any third party; (ii) any Customer Content and any use thereof do not and shall not violate any applicable laws, including those related to data privacy or data transfer and export or any policies and terms governing such Customer Content.

5.3 Restrictions. Customer may not, and may not permit or aid others to upload, transfer, display, post, send, incorporate, contribute or otherwise make available to the Services any Customer Content that: (i) infringes, violates, misuses or otherwise interferes with any copyright, patent, trademark, trade secret or other right of any third party; (ii) is defamatory, abusive, harassing, threatening, racist, or constitutes an invasion of a right of privacy of another person, or is otherwise offensive, violent, vulgar, obscene, pornographic, contains nudity, or otherwise harms or can reasonably be expected to harm any person or entity; (iii) is illegal or encourages or advocates illegal activity; (iv) posts or transmits any communication or solicitation designed or intended to obtain password, account, or private information from any third party; (v) contains viruses, trojan horses, worms, or any other computer programs designed to interrupt, destroy, or limit the functionality of the Services or any system, computer software, hardware or telecommunications equipment; (vi) creates a false identity or impersonates another person; (vii) “stalks” or otherwise harasses another or is antisocial, disruptive, or destructive, including “flaming”, “spamming”, “flooding” and “trolling” as such terms are commonly understood and used on the internet; (viii) violates any applicable local, state, national or international law or regulation; or (ix) includes any personal information of others, including, without limitation, their names, addresses, email addresses or telephone numbers, unless Customer has permission from such persons to do so. Customer is solely responsible for any violation of the aforementioned, and for any damage or loss to the Company or any other third party resulting therefrom. The Company shall not be obligated to maintain or backup any Customer Content, and it may remove any Customer Content from the Services at any time, at its sole discretion.  

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6. Intellectual Property and Right to Use 

6.1 Company Intellectual Property. All right, title and interest in the Services is the property of the Company and its licensors, and these Terms do not convey to the Customer any interest in or to the Services or the Platforms, except for a limited right of use as set forth herein, terminable in accordance with these Terms. 

6.2 Prohibited Use. Customer may not, and may not permit or aid others to: (i) use the Services for any purpose other than the Purpose; (ii) copy, modify, alter, translate, emulate, create derivative works based on, or reproduce the Services or any Content related thereto; (iii) give, publish, sell, resell, distribute, assign, pledge or transfer (by any means), display, sublicense, rent, lease or otherwise share the Services or any Content related thereto or the rights granted under these Terms, or use the Services in any service bureau arrangement; (iv) reverse engineer, de-compile, decrypt, revise or disassemble the Platforms or any part thereof, or extract source code from the object code of the Platforms or the Services, or access or use the Services or the Platforms in order to build a competing product or service; (v) bypass any measures the Company may use to prevent or restrict access to the Services or any Content, and/or take any action intended to circumvent or disable the operation of any security feature or measure of the Services or any Content; (vi) access the Services, the Platforms or Company's systems via any means other than through the interface provided by the Company, or via automated means, including by crawling, scraping, caching or otherwise; (vii) use the Services in any manner that is illegal or not authorized by these Terms; (viii) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on Company's (or Company's service providers') infrastructure; (ix) interfere or attempt to interfere with the integrity or proper working of the Platforms or Services; (x) remove, deface, obscure, or alter Company's or any third party's identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Services; or (xi) provide any third party access to the Services through Customer's Account.

6.3 Feedback. Customer may notify the Company of any design or functional errors, anomalies, and problems associated with the Services discovered by it and provide the Company suggestions, comments, ideas, or any other feedback regarding the Services (the “Feedback”). Any such Feedback shall become the Company's sole property without any restrictions. The Company may use any Feedback at its sole discretion, free from any right of the Customer or any third party and without any obligation towards Customer. Customer hereby assigns to Company all right, title, and interest worldwide in the Feedback and any intellectual property rights related thereto, and explicitly and irrevocably waives any and all claims associated therewith. Customer shall not provide the Company with Feedback which infringes any third party right.

6.4 Intellectual Property Infringements. The Company does not permit copyright infringing activities and infringement of intellectual property. To file a copyright infringement notification, please send a written communication to support@flux-academy.com and the Company will follow with additional instructions. In the event that the Company believes that the Services, or any part thereof including without limitations the Content, may infringe intellectual property rights of third parties, then the Company may, in its sole discretion: (i) obtain (at no additional cost to Customer) the right to continue to use the Services or the allegedly infringing part thereof; (ii) replace or modify the allegedly infringing part of the Services so that it becomes non-infringing while giving substantially equivalent performance; or (iii) require that use of the allegedly infringing Service or part thereof shall cease, and in such an event Customer shall receive a prorated refund of any Fees paid for the unused portion of the Term. THIS SECTION ‎‎6.4 STATES COMPANY’S SOLE AND ENTIRE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY THE COMPANY AND/OR ANY RELATED SERVICES AND UNDERLYING TECHNOLOGY.

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7. Privacy; Data Protection; Anonymous Information

7.1 Privacy Policy. Customer acknowledges and agrees that the use of the Services by the Customer is governed by the Company's Privacy Policy available at: www.flux-academy.com/privacy-policy (“Privacy Policy”). The Privacy Policy shall constitute and integral part of these Terms.

7.2 Anonymous Information. The Company may collect, monitor, and use Anonymous Information (as defined below), inter alia to provide, develop, maintain, improve, demonstrate and market the Services. “Anonymous Information” means information about use of the Services which does not enable identification of an individual, such as aggregated data, metadata, and analytic information.

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8. Third Party Software and Services 

8.1 Sub-processors. Customer acknowledges that the Platforms and Services are hosted and made available by certain sub-processors of the Company (the “Sub-processors”). The Company may remove, add or replace its Sub-processors from time to time, at its sole discretion.

8.2 Free Software. The Services may include third party "open source" or "Free Software" components that are subject to third party terms and conditions (“Third Party Terms”). If there is a conflict between any Third-Party Terms and the terms of these Terms, then the Third-Party Terms shall prevail but solely in connection with the related third-party component.

8.3 Other Products and Services. The Services may be hosted on, and may contain links to, other third-party products and services or may enable Customer to access, engage and procure certain products and services provided by third parties (the “Third Party Services”). Customer acknowledges and agrees that regardless of the manner in which such Third-Party Services may be provided, presented or offered to Customer, Company shall not be in any way responsible or liable with respect to any Third-Party Services. BY ACCESSING AND/OR USING THE THIRD-PARTY SERVICES, CUSTOMER ACKNOWLEDGES THAT ITS ACCESS AND USE OF THE THIRD-PARTY SERVICES ARE AT ITS SOLE DISCRETION AND RISK, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ENSURING SUCH THIRD-PARTY SERVICES ARE IN COMPLIANCE WITH CUSTOMER'S REQUIREMENTS AND ANY APPLICABLE LAW OR REGULATION.

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9. Fees and Payment

9.1 Fees. Customer shall pay the Company the fees set forth in the order form of the Services purchased (respectively, the "Order Form" and the “Fees”). Unless expressly indicated otherwise, Fees are stated in US dollars. The Company reserves the right at any time to change the Fees of any Services from time to time, provided however, that any increase of the Fee for Services or any portion thereof, to which the Customer has subscribed, shall only become effective upon the end of the applicable Access Term.

9.2 Discounts and Promotions. The Company may offer discounts and other promotions from time to time. Such discounts and promotions may be limited in time, scope, territory, or any other limitations, at the Company's sole discretion. The Company may cancel or terminate any promotion or discount at its sole discretion. Discounts that are provided for a certain period of time will not apply to purchases made during another time. Only one discount or promotion may be applied to a certain purchase, unless explicitly stated otherwise in the Order Form.

9.3 Payment Terms. Customer shall pay the Fees in accordance with the payment terms set forth in the Order Form, either in a one-time payment which will pe paid up-front (the “One Time Payment”), in installments (the “Installments Payment”), or by monthly or quarterly subscription fee, as the case may be (each a “Recurring Payment”) and all as further specified in the Order Form. Customer will be responsible for all reasonable expenses (including attorneys’ fees) incurred by the Company in collecting any payment. Notwithstanding anything to the contrary herein, an Order Form may include several Services listed as separate line items, each of which may have different payment terms.

9.4 Suspension; Cancelation; Refunds. The Company's suspension, cancelation and refunds policy is available at: https://www.flux-academy.com/refund-cancellation-and-access-policy and shall be considered an integral part of these Terms, included herein by reference (the “Access and Cancelation Policy”). If the Company is unable to charge the Fees payable for a Flux Course, the Customer will have 14 days to settle such overdue Fees. If the Company was unable to charge the overdue Fees within 14 days as of the due date, the Company may, in addition to any other remedies, suspend Customer's access to all the Services then available to the Customer, at the Company's discretion. Upon such suspension, Customer will have three (3) months to pay Company the overdue Fees. If Customer does not settle such overdue Fees within three (3) months, Company may terminate Customer's Account and following such termination, any use or access to certain Services will be considered a new purchase and subject to the payment of the entire applicable Subscription Fee regardless of any past payment.

9.5 Payment Processing. Customer hereby authorizes the Company, either directly or through third party’s payment processing service, to charge the Fees via Customer’s selected payment method. Payments processed by a third party are in such third party’s exclusive responsibility and are subject to such third party’s terms and conditions. Customer agrees that such third party’s terms and conditions shall apply to its payment of the Fees. THE COMPANY WILL NOT BE LIABLE FOR THE ACTIONS OR OMISSIONS OF ANY THIRD-PARTY PAYMENT PROCESSOR. Customer hereby authorizes third-party payment processor to provide data and information to the Company. The Company will be free to replace the payment processor service from time to time or process payments itself.

9.6 Credit Card. Credit card details may be needed to complete the purchase of subscription to the Services. Customer authorizes the Company to continue to charge its credit card or any replacement card for any Installments Payment and Recurring Payment and for any future purchase. Failure by the Company to charge Customer’s credit card shall not derogate from Customer’s payment obligation.

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10. Term and Termination 

10.1 Term. A Service purchased by Customer will be provided or made available during the term set forth in the Order Form related to such Service, or, if no term is defined in the Order Form, during the term set forth in the Access and Cancelation Policy (the “Access Term”).

10.2 Termination or Suspension by Company. Company may terminate or suspend Customer's Account and access to the Services immediately, without prior notice or liability, (A) upon the lapse of all Access Terms, (B) if Customer breaches, or fails to comply with, any of the provisions contained in these Terms, and (C) in each of the following events: (i) the Company believes, in its sole discretion, that Customer or any third party is using the Services in a manner that may impose a security risk, may cause harm to the Company or any third party, or may create any liability to the Company or any third party; (ii) if the Company believes, in its sole discretion, that Customer or any third party is using the Services in breach of these Terms or applicable laws; or (iii) if the Company is unable to charge the Fees, if applicable, through Customer’s approved payment means or if any payment is or is likely to become, overdue, as set forth in Section ‎9.3. The aforementioned rights are in addition to any rights and remedies that may be available to the Company in accordance with these Terms and/or applicable law. In addition, Company may terminate or suspend Customer's Account and access to the Services without cause by providing Customer with a 30 day prior notice, and in such case Company shall refund any amount pre-paid with respect to the period post-termination, on a pro-rata basis.  

10.3 Termination by Customer. Customer may terminate the Customer's access to the Services in accordance with the Cancelation Policy.

10.4 Effect of Termination. Unless expressly indicated otherwise in these Terms or in the Cancelation Policy, the termination or expiration of the access to the Services shall not relieve Customer from its obligation to pay due Fees. Upon termination or expiration of the access to the Services Customer shall cease to have access to the Services. Following termination or expiration, the Company may, at its sole discretion, delete the Customer Content without retaining any copy thereof.

10.5 Survival. All the provisions of these Terms which by their nature should survive termination (including, without limitation, ownership and intellectual property, warranty disclaimers, indemnification obligations and limitations of liability) shall remain in full force and effect following termination thereof, for any reason whatsoever. Termination of these Terms shall not relieve Customer from any obligation arising or accruing prior to such termination or limit any liability which Customer otherwise may have to the Company.

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11. Warranty and Disclaimer

11.1 CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT ACCESS TO AND USE OF THE SERVICES, THE PLATFORM, AND ANY RELATED SERVICES PROVIDED BY THE COMPANY OR ANY THIRD-PARTY, ARE AT CUSTOMER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND RESULTS IS SOLELY WITH CUSTOMER.

11.2 EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE SERVICES AND ANY OTHER PRODUCTS OR SERVICES ARE SUPPLIED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER COMPANY NOR ANY PERSON OR ENTITY ASSOCIATED WITH THE COMPANY WARRANTS THAT THE USE OF THE SERVICES OR OF ANY CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS OR EXPECTATIONS, OR THAT ANY INFORMATION OR ADVICE OBTAINED BY CUSTOMER AS A RESULT OF CUSTOMER’S USE OF THE SERVICES OR ANY CONTENT WILL BE ACCURATE OR RELIABLE. NO LESSON, ADVICE OR INFORMATION OBTAINED BY CUSTOMER THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY OR IMPOSE ANY LIABILITY NOT EXPRESSLY STATED IN THESE TERMS.

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12. Limitation of Liability

NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW:

12.1 IN NO EVENT SHALL COMPANY, ITS SHAREHOLDERS, DIRECTORS, OFFICERS, AFFILIATES, AGENTS, MEMBERS, COMMUNITY MEMBERS, EMPLOYEES OR OTHER RELATED PARTIES BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY: (I) SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES; (II) LOSS OF OR DAMAGE TO CUSTOMER’S SYSTEMS, DEVICES, DATA, INFORMATION, GOODWILL, PROFITS, SAVINGS, OR PURE ECONOMIC LOSS; (III) THE FAILURE OF INDUSTRY STANDARD SECURITY MEASURES AND PROTECTIONS; AND/OR (IV) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES; REGARDLESS OF (A) WHETHER COMPANY, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE REASONABLY FORESEEABLE; OR (B) THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).

12.2 CUSTOMER SPECIFICALLY AGREES THAT COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY UNLAWFUL, EXPLICIT OR OTHERWISE OBJECTIONABLE CONDUCT OF ANY OTHER PARTY ON OR THROUGH THE SERVICES, OR FOR ANY INFRINGEMENT OR VIOLATION OF CUSTOMER’S RIGHTS BY ANY OTHER PARTY, INCLUDING, WITHOUT LIMITATION, PRIVACY RIGHTS.

12.3 TO THE EXTENT PERMITTED BY LAW, COMPANY’S AGGREGATE AND TOTAL LIABILITY FOR ALL DIRECT CLAIMS, DAMAGES AND LOSSES (WHETHER IN CONTRACT, TORT OR OTHERWISE), IS LIMITED TO THE FEES ACTUALLY PAID TO THE COMPANY FOR USE OF THE SERVICES IN THE SIX MONTHS PRECEDING THE CAUSE OF THE CLAIM.

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13. Indemnification

Customer shall defend, indemnify, and hold harmless the Company and its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, liabilities, loss, reasonable expense or costs (collectively, “Losses”) incurred as a result of any third party claim (i) related to any Customer Content, including infringement or violation of a third party’s right (including without limitation, intellectual property or privacy rights); or (ii) resulting from Customer’s breach of these Terms.

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14. Miscellaneous

14.1 Contests, Sweepstakes and Promotions. Any contests, sweepstakes or other promotions (collectively, the “Promotions”) made available through the Services may be governed by additional rules and policies, by which Customer will be bound. If Customer participates in any Promotion, it is Customer's sole responsibility to review the applicable rules and policies.

14.2 Compliance. While accessing and using the Services, the Customer will comply with applicable laws.

14.3 Amendments. The Company reserves the right to change these Terms at any time by posting a new version at: www.flux-academy.com/terms-and-conditions. In the event of a material change, Company shall notify the Customer by posting a notice in the Platforms or in the Company's website, or by sending the Customer an email. Any such modifications shall become effective immediately upon posting.

14.4 Export Control. The Services may be subject to Israeli, U.S. or foreign export controls, Laws and regulations (the “Export Controls”), and Customer agrees and confirms that: (i) Customer is not located or uses, exports, re-exports or imports the Services (or any portion thereof) in or to, any person, entity, organization, jurisdiction or otherwise, in violation of the Export Controls; (ii) Customer is solely responsible for complying with applicable Export Controls which may impose additional restrictions, prohibitions or requirements on the use of the Services.

14.5 Force Majeure. Neither Company nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, pandemic diseases, acts of God, war, terrorism, and governmental action.

14.6 Governing Law; Jurisdiction. These Terms and its performance shall be governed by the laws of the State of Israel, without regard to conflict of laws provisions that would result in the application of the laws of any other jurisdiction. The parties hereto submit the exclusive jurisdiction to the courts of Tel Aviv - Jaffa.

14.7 Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAWS, CUSTOMER AND COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both Customer and the Company agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding.

14.8 Entire Agreement. These Terms (and the other terms, agreements and policies referenced herein) constitute the entire agreement between Customer and the Company with respect to Customer's use of the Services and supersede all prior or contemporaneous understandings regarding such subject matter.

14.9 Assignment. Company may assign at any time any of its rights and/or obligations hereunder to any third party without Customer's consent. Customer may not assign any of its rights or delegate any obligations hereunder, in whole or in part without the prior written consent of Company, and any attempt by a Customer to do so shall be deemed null and void.

14.Relationship of the Parties; No Third-Party Beneficiaries. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third-party beneficiaries to these Terms.

14.11 Severability. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect, and such provision shall be reformed only to the extent necessary to make it valid, enforceable and legal.

14.12 No Waiver. The failure of the Company to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed by Company in writing.

For any questions or queries about these Terms or the Services in general, please do not hesitate to contact us at the following e-mail address: hello@flux-academy.com

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Flux Life Affiliate Program Terms and Conditions

These Affiliate Program Terms and Conditions, as amended from time to time, together with any other terms, agreements and policies referenced herein (which constitute an integral part hereof) (these “Terms”) constitute a legally binding agreement between Flux Life Ltd., a company incorporated under the laws of the State of Israel (the “Company”) and a participant in the Flux Life Affiliate Program (the “Program”), as hereinafter referred to as an “Affiliate” or “You”. 

General

THESE TERMS CONTAIN THE TERMS AND CONDITIONS THAT APPLY TO YOUR PARTICIPATION IN THE PROGRAM. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY, AS THESE TERMS REPRESENT A LEGALLY BINDING AGREEMENT BETWEEN COMPANY AND YOU. 

BY FILLING OUT THE TYPEFORM PROVIDED TO YOU IN EMAIL BY THE COMPANY, AND SHARING YOUR DETAILS THEREIN OR OTHERWISE INDICATING YOUR CONSENT (INCLUDING BY STARTING TO PARTICIPATE IN THE PROGRAM OR CLICKING THE “I AGREE” OR SIMILAR BUTTON INDICATING A CONSENT FOR THESE TERMS) YOU CERTIFY THAT: (A) YOU HAVE READ THESE TERMS AND UNDERSTAND ALL OF THEIR CONTENT; (B) YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS, INCLUDING WITHOUT LIMITATION, ALL DOCUMENTS, POLICIES AND PROCEDURES INCORPORATED HEREIN BY REFERENCE AND ANY POSSIBLE FUTURE AMENDMENT THEREOF OR ADDITIONS THERETO AND FURTHER; AND (C) YOU HAVE NO CONFLICT OR OTHER RESTRICTION IN ENTERING OR PERFORMING THESE TERMS OR ANY PART THEREOF, INCLUDING RECEIPT OF ALL THE APPLICABLE APPROVALS REQUIRED UNDER THE APPLICABLE LAW. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, PLEASE CEASE ANY ACTION ON YOUR BEHALF IN CONNECTION WITH BECOMING AN AFFILIATE AND IMMEDIATELY INFORM THE COMPANY OF YOUR DISAGREEMENT BY REPLYING TO THE EMAIL CORRESPONDENCE BETWEEN YOU AND THE COMPANY. 

1. Definitions
   1. “Account” means an account upon the purchase of a Company Plan by a customer.
   2. “Brand Guidelines” means the Company’s guidelines as may be provided from time to time by the Company to the Affiliate and as may be amended by the Company from time to time at its sole discretion.
   3. “Change of Control” means a transaction or series of related transactions in which any person or entity, becomes the beneficial owner, directly or indirectly, of more than 50% of the outstanding voting rights of a corporation.
   4.  “Eligibility Period” means a period, commencing on the day on which a New Prospect was ascribed to Affiliate through a Tracking Mechanism, and ending upon the earlier of: (a) such time in which the Tracking Mechanism is still valid and directs to the purchased product or service; or (b) the end of the Term.
   5. “Export Controls” means any applicable law, regulation, rules or order governing (i) any direct or indirect import, export, re-export, transmission or transfer of products, services, software, technical information, controlled data, or technologies from or to Israel, the United States, or any other country or person (“Exports”); (ii) any direct or indirect release of technology, technical information or software in any country other than its country of origin or to any person that is located in the United States, Israel or abroad but a resident of a different country; (iii) sanctions (including economic) and/or embargoes on Exports and/or releases; or (iv) compliance with unsanctioned foreign boycotts.
   6. “Fraudulent Activity” means any traffic generated from Affiliate Site and/or via other Affiliate’s activity, through illegal means, or in bad faith, or with the intent to defraud the Company, regardless of whether it actually causes harm to the Company. Fraudulent Activity includes but is not limited to any act in breach of these Terms, SPAM, false advertising, deposits generated by stolen credit cards, collusion, manipulation of the solution or a system, offers to share Affiliate Fees, directly or indirectly, with third parties (including customers and potential customers), and any other unauthorized use, misuse, or manipulation of the Site, the Company’s solutions, Tracking Mechanisms and/or New Prospects.
   7. “Intellectual Property Rights” means copyrights, trademark rights, patent rights, trade secrets, moral rights, right of publicity, authors’ rights, contract and licensing rights, goodwill, and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction.
   8. “License” means the license granted under Section ‎‎‎5.1 herein.
   9. “Company Plan” means any of the charged plans offered by Company to its customers, as may be updated and/or modified from time to time by the Company, including under any Special Offering. 
   10. “Company Terms of Service” means the terms of service, available at: https://www.flux-academy.com/terms-and-conditions, as may be amended from time to time. 
   11. “Net Sales” means the net amounts actually paid by a Referred Customer to the Company under the Qualified Account, in consideration for a Company Plan during the Payment Period, less any (a) charge-backs, (b) issued refunds and/or credits, (c) ACH returns, and (d) taxes, including, without limitation, any payments and withholdings for sales tax or VAT; and/or (e) billing and payment processing fees (sub-clauses (a) through (e) shall be regarded as “Deductions”).
   12. “New Prospect” means an individual or entity that has not previously and is not currently a subscriber of a Company Plan (either paid or unpaid)
   13. “Payment Period” means a period in respect of each Qualified Account, commencing upon the first Qualified Purchase, and ending upon the earlier of (i) expiration or termination, for any reason or for no reason, of the subscription of the respective Company Plan underlying the Qualified Account; (ii) termination of these Terms. 
   14. “Affiliate Fees” or “Fees” means the approved and undisputed amount due and payable to Affiliate in accordance with the Affiliate Fee Plan.
   15. “Affiliate Fee Plan” means the plan setting forth the fees to which Affiliate may be entitled, in consideration for a successful Qualified Purchase, as provided by the Company to the Affiliate, and as may be updated by the Company, at its sole discretion, from time to time, by notifying Affiliate at least 7 days in advance.
   16. “Affiliate Site” means websites owned, controlled or used by Affiliate, or any other website on which the Affiliate will place Tracking Mechanisms to the Site.
   17. “Partnership Platform” means a cloud-based platform used or may be used by the Company to manage the Program, including without limitation payment thereof, whether facilitated by the Company or by a third-party designated by the Company. 
   18. “Payment Processors” means third-party vendor(s), designated by the Company, who process payments on behalf of the Company. 
   19. “Payment Processors Affiliate Account” means an account owned by or associated with the Affiliate on the Payment Processor’s platform. 
   20. “Potential Refund Period” means the respective refund periods provided by Company to purchasers of its solutions or the respective refund period provided by any Partnership Platform (e.g. Teachable), whichever is longer.  
   21. “Qualified Account” means the Account created as a result of a Qualified Purchase. 
   22. “Qualified Purchase” means an initial purchase of a Company Plan (including all payments and installments in connection with the initial purchase of a plan) by a New Prospect as a result of the Affiliate’s efforts, for which all of the following cumulative conditions are met: (i) Affiliate facilitated a transaction between the Company and the New Prospect using any authorized communication detailed hereunder and the referral and purchase were tracked and ascribed to Affiliate through a Tracking Mechanism; (ii) such purchase took place during the Eligibility Period, and during such Eligibility Period the New Prospect was not under an eligibility period or exclusivity period of another Affiliate of the Company (whether under this Program or another agreement); (iii) the Potential Refund Period has lapsed; and (iv) New Prospect did not receive any refund for such purchase. 
   23.  “Referred Customer” means a New Prospect that made a Qualified Purchase.
   24.  “Service” or reference to Company’s solutions means the services, products, content and solutions offered by the Company as set forth in the Company Terms of Service, inclusive of any and all functionalities, application programming interface and tools offered as part of such solution, offered online, through the Site as may be updated, enhanced or modified from time to time, at the Company’s sole discretion.
   25. “Site” means Company’s website or a third-party website (e.g. Teachable) or other website designated by the Company, as may be changed from time to time, that are used to facilitate the Service.
   26. “Special Offerings” means any special offers, such as (without limitation) discounts, one-time or seasonal offers, vouchers, coupons or any type of benefit that may be offered to a certain segment of users, whether based on location, vertical, user’s identity or any other criteria.
   27.  “Term” means the term commencing upon the approval of Affiliate’s participation in the Program by Company and ending according to the provisions of Section ‎9 below.
   28. “Tracking Mechanism(s)” means any identifiable method that Company will provide the Affiliate to track the traffic and New Prospects which arrive via the Affiliate activity (including but not limited, from the Affiliate Site). Tracking Mechanisms may include, without limitation, specific unique code(s) or tagged URL link(s) provided by Company, or any other lead registration procedure which may be provided to the Affiliate by Company.
2. Enrolling in the Program
   1. During the Program’s enrollment process (and at any time following such process), the prospective Affiliate must provide the Company with full, true and accurate information. The Company may evaluate the information provided by the prospective Affiliate and may notify it of its acceptance or rejection. Unless prospective Affiliate received a clear written notice (via email or by other means of electronic communication) from the Company confirming its participation in the Program, it shall not be deemed to be part of the Program.
   2. The Company may reject a prospective Affiliate’s request to participate in the Program at its sole and absolute discretion and shall not be required to provide any explanation for its rejection of any prospective Affiliate. 
   3. Once accepted to the Program, Affiliate hereby agrees that the Company may: (a) send from time to time to Affiliate emails and other communications regarding the Program, and (b) review and monitor the Affiliate’s activity, including, without limitation, via the Dashboard (as defined below), the Affiliate Site and any ads published by the Affiliate, to verify compliance with these Terms.
   4. If the Company accepts an Affiliate to the Program and thereafter the Affiliate Site or activity is determined (at the Company’s sole discretion) to be unsuitable for the Program or otherwise not in compliance with these Terms, or the Company’s policies, guidelines and instructions (including without limitation the Company’s Code of Conduct), the Company may terminate the Affiliate’s participation in the Program at any time, immediately upon written notice (which may be provided to the Affiliate via email or by other means of electronic communication). Unsuitable Affiliate Site or activity may include, but not be limited to, sites that do not generate sufficient volume of visitors, sites containing activities related to illegal, offensive, abusing, infringing or inappropriate (at Company’s sole discretion) content, or which incorporate images or content that is, in any way, unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, including without limitation, sites or activities that: promote violence;  promote gambling; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporate any materials which infringe or assist others to infringe the Company’s or any third party’s Intellectual Property Rights, or are directed towards children under 13 years of age.
3. Administration of the Program
   1. Company shall have full power, authority and discretion (i) to determine the terms of each Affiliate Fee Plan (which need not be identical to other Affiliate Fee Plans); (ii)  to interpret the provisions and supervise the administration of the Program; (iii) to prescribe, amend and rescind rules, policies and procedures relating to the Program; and (iv) to determine any other matter which is necessary or desirable for, or incidental to administration of the Program. Nothing in this Program shall oblige the Company to take any of the above actions and except as set forth above, any such action, or any part thereof, shall be made at the sole discretion of the Company.  
   2. The interpretation and construction by the Company of any provision of the Program or of any Affiliate Fee Plan thereunder shall be final and binding unless revised by the Company. All sums payable by Company to Affiliate, shall be calculated using data gathered by the company within its systems and such data shall prevail in any conflict with any other data provided from other sources. 
4. Promoting the Service; Designated links
   1. License. Subject to the terms and conditions herein, during the Term, the Company grants Affiliate a limited worldwide, non-exclusive, non-sublicensable, non-transferable license to use the Company’s name and logo, for the sole purpose of promoting and marketing the Company and the Service to potential clients of the Company’s solutions, subject to the Brand Guidelines (the “License”). Affiliate may not use any of the Company’s name and logo, in any manner other than as expressly permitted by the Brand Guidelines or approved in advance and in writing by the Company. Furthermore, the Affiliate shall cease any use of the Company name and logo at the Company’s request, and the Company may revoke any permission to use the Company’s name and logo at the Company’s discretion. All rights, including goodwill, arising from Affiliate’s use of Company’s name and logo in any territory or market will inure solely to the benefit of the Company. 
   2. Promoting the Service. During the Term Affiliate shall be entitled to promote and market the Service and the Company Plans and assist the Company in engaging new clients. Affiliate may promote Company’s solutions through advertisements and publishing ads provided however that all such adds shall be displayed in good taste in each advertising mean in which such ads appear, and Affiliate shall adhere to all laws, rules and regulations related to such advertisement and ads (including by notifying users about its affiliation with Company where required and applicable). All marketing and advertising activities shall be subject to guidelines which the Company may from time to time impose and provide to Affiliate. Affiliate may not use ads with the Company’s name and logo contained therewith in a manner that, at the Company’s sole discretion, is disparaging or otherwise portrays the Company in a negative light. Affiliate shall have no other right, title or interest in or to the Company’s name and logo contained therewith other than as specified in the limited License. AFFILIATE WILL BE SOLELY RESPONSIBLE FOR THE CONTENT AND MANNER OF ITS MARKETING ACTIVITIES. ALL MARKETING ACTIVITIES MUST BE PROFESSIONAL, PROPER AND LAWFUL UNDER APPLICABLE RULES OR LAWS. 
   3. Forbidden activities. It is explicitly agreed by the Affiliate that Affiliate may not: (i) interfere with or attempt to interfere with the relationship between any person who is a customer, client or a known potential customer or client of the Company such that the client or potential client shall use the Affiliate link instead of a direct engagement with the Company. Affiliate shall not induce or attempt to induce any customer or client to cease doing business with the Company, or in any way interfere with the contract or relationship between the Company and any customer or client or (ii) promote the Company’s Solutions in online advertisement by targeting potential users of the Company’s Solutions, using keywords that are either the Company’s corporate names, trade names, trademarks, service marks, logos, domain names, other distinctive brand features of Company, or were designed to describe the Company’s Solutions (“Company Brand”).
   4. The Company may revoke Affiliate’s right to use Company Brands, upon notice, and may at any time, upon notice to Affiliate, require Affiliate to remove or modify any advertising materials and ads, all at the Company’s sole discretion.
   5. Tracking Mechanisms
      1. To permit accurate tracking, reporting, and Affiliate Fees accrual, the Company will provide Affiliate with Tracking Mechanisms. Affiliate must ensure that each purchase by a potential client is properly ascribed to Affiliate through a Tracking Mechanism. Affiliate shall use the Tracking Mechanisms according to the Company's instructions. Affiliate is not authorized to alter, modify or change any Tracking Mechanism. The Company will not be held liable to the Affiliate with respect to any failure to properly use a Tracking Mechanism. The Company will not be responsible for errors which may occur in the tracking of transactions for any reason other than the Company’s gross negligence, including, if the Affiliate failed to properly use a Tracking Mechanism or if, at the Company’s discretion, the tracking is not sufficient. For the avoidance of doubt, Affiliate will use the Tracking Mechanism, only for the purposes of the Program. Any other use of the Tracking Mechanism will be considered void and shall be deemed as breaching these Terms and will not entitle Affiliate to Affiliate Fees, which is based on such unauthorized use. Affiliate acknowledges that Tracking Mechanisms may automatically expire upon expiration or termination of the relationship or upon Company’s written notice. In addition, certain Tracking Mechanisms may be disabled or blocked, including when a user blocks them, for any reason whatsoever. If a Tracking Mechanism expires, is blocked or disabled, or otherwise fails to properly function, the user will not be considered a Referred Customer of the Affiliate and Company shall have no liability in that regard. 
5. Affiliate Responsibilities and Restrictions
   1. Delivery of Emails
      1. If Affiliate sends, or cause to be sent, any messages or communications by electronic means, including but not limited to email and instant messages (“Emails”) in connection, directly or indirectly, with these Terms and/or the Program, then Affiliate agrees, acknowledges, represents and warrants that all such Emails shall be in full-compliance with all applicable federal and state laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”) and the Children’s Online Privacy Protection Act of 1998 (“COPPA”) and all other laws and regulations applicable to Affiliate and Affiliate Site (if any), and including (if applicable), but not limited to, all European laws and directives and the Federal Trade Commission regulations.
      2. Affiliate agrees not to utilize SPAM in promoting the Company. Delivery of SPAM Emails by Affiliate constitutes a material breach of these Terms, and may result in the immediate suspension or termination of these Terms and the Program, and a possible forfeiture of any Affiliate Fees, without derogating from any remedy available to the Company hereunder or in accordance with applicable law.
      3. SPAM is defined as including, but not limited to, sending, initiating or procure the sending of an Email: (a) to any person who has either not expressly requested to receive Emails (or has explicitly requested to receive no further Emails) specifically from Affiliate, including without limitation for the purposes of sending unsolicited bulk email, executing any “mass mailings” or “email blasts,” or for the purpose of spamming any public forum, including without limitation, any blog, message board, classified listings, auction sites, newsnet, newsgroups, or similar service; (b) that include any false or deceptive information regarding Affiliate’s identity, or regarding the intent, subject, or origin of the message or fail to include accurate information regarding Affiliate identity, and the intent, subject, and origin of the Email; (c) exploit documented or undocumented security holes on any client or server machine; (d) that fail to (i) include clear, valid, and conspicuously displayed “From” and “Subject” lines in the Email, (ii) include a functioning return address (or hyperlink) in the Email that enables the recipient to submit a request to opt-out from any such messages or emails by Affiliate (“Opt-out Request”) for no less than 30 days from the date the Email was sent; or (iii) honor any Opt-out Request within ten (10) days of receipt of such Opt-out Request by Affiliate; (e) to any address which was obtained via automated means, including via the automated combination of names, letters, or numbers, dictionary attacks, or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy; (f) containing commercial marketing or promotional content to, or collect any personally identifiable information from, any person who is under eighteen (18) years of age; (g) that involve any fraudulent, deceptive, false or misleading information or any illegal action or omission.
   2. Communication through Phone Calls or SMS. Affiliate is solely liable for any and all communication methods used by it for the marketing and promotion activities hereunder, including, without limitations, Affiliate’s compliance with any applicable laws and/or regulations pertaining to telemarketing and any other use of phone numbers in connection with its activities hereunder.
   3. Prohibition on Sponsored Links and other activities. Unless the Company provides to Affiliate its prior explicit written consent, Affiliate: (a) will not perform any marketing activities for the Company Brands or Service, in the following channels used by the Company: (i) Google AdWords (ii) Meta (including any affiliate thereof, e.g., Instagram) (iii) YouTube ads (iv) Tik Tok, or any other channel used by the Company, as updated by Company, from time to time; (b) shall not use, procure, bid on, or otherwise arrange for a Sponsored Link which uses or includes any of the Company Brands or contains references to the Company Solution; and (c) shall not register, procure, or use any internet domain name that includes any of the Company Brands or any variations thereof. “Sponsored Link” means a link offered, created, or displayed for a fee (whether on a “cost-per-click” basis, commission, or any other commercial arrangement) by any internet search engine, portal, sponsored advertising service or other search or other referral service which uses search terms or key words to identify, draw attention to, or direct internet traffic to an internet site.
   4. Security. Affiliate shall maintain at least industry-standard technical and organizational measures for protection of the security (including protection against unauthorized or unlawful processing and against accidental or unlawful destruction, loss or alteration or damage, unauthorized disclosure of, or access to, any data), confidentiality and integrity of its users and visitors’ data and content it possesses or processes (where applicable). Affiliate shall further regularly monitor compliance with these measures.
   5. Ownership of Customer’s List. All information regarding Company’s leads shall be considered Confidential Information of the Company and Affiliate may not use such information for any purpose other than promoting the Company’s solutions under this Agreement. 
   6. Third Party Engagement. Affiliate may not engage any resellers, sub-contractors, other Affiliates or any other similar third party in performing the Affiliate's obligations under this Program without the Company’s prior written consent.
   7. Other Terms. Company Policies. Affiliate acknowledges and agrees that its participation in the Program shall be governed by these Terms and the Company’s Terms of Service, and any other policies included therein, which are incorporated herein by reference and constitute an integral part hereof. 
6. Provision of Company’s Solutions
   1. Provision of Services.  Company is not obligated to provide its solutions to the Referred Customers. Company may use Payment Processors that will process transactions placed by Referred Customers using the Tracking Mechanisms, whether provided to Affiliate or used on the Affiliate Site. The Company reserves the right to reject and approve transactions at its sole discretion. Affiliate is not a party or beneficiary to any of the Company’s terms and/or agreements with Referred Customers, or to which any such Referred Customer is bound, in connection with the Company’s solutions. Therefore, Affiliate shall have no rights in respect thereof.
   2. Product Availability.  The Company may, in its sole discretion, without notice, and without incurring any liability to Affiliate and/or Referred Customers, change, enhance or discontinue any feature of its solutions. Affiliate agrees that the Company has no obligation to provide Affiliate with advance notice of any changes in any the service or solutions or any portion thereof.  
   3. Company Plans. The Company may change the pricing, policies and operating procedures at any time consistent with applicable laws, without notice. Among others, the Company will determine the prices of the Company Plans. Affiliate must track such changes and reflect them in the Affiliate Site or in any other relevant marketing means, as the case may be.
7. Affiliate Fees; Payment Terms
   1. Affiliate Fees. Subject to: (i) Affiliate’s compliance with the provisions of these Terms, and (ii) the receipt by the Company, from the Affiliate in writing, the unique account information of the Payment Processor Affiliate Account, in consideration for a Qualified Purchase, the Company shall cause its Payment Processors to credit the Affiliate’s Payment Processor Affiliate Account, in an amount equal to the Affiliate Fees, in accordance with the Affiliate Fee Plan. It is acknowledged that Affiliate Fees are calculated solely out of the Net Sales collected for the Qualified Account underlying the Qualified Purchase. Affiliate shall not have any claim with respect to any other accounts other than the specific Qualified Accounts.
   2. Monitoring and Deductions. The Affiliate shall be eligible to access a designated dashboard on the Site (the “Dashboard”), allowing the Affiliate to view Affiliate Fees earned by Affiliate in connection with any Qualified Purchases. Invoices submitted by Affiliate, shall correspond to the Fees shown on the Dashboard. In case of any Deductions that took place after the applicable Fee period, such Deductions shall be deducted from next payment.
   3. Payment Terms.
      1. Subject to the provisions of these Terms, Affiliate Fees shall be due and payable in United States Dollars or at any other currency, at the Company’s sole discretion, within 30 days following the elapse of the Potential Refund Period.
      2. Payment of Affiliate Fees shall be made against a duly issued invoice. Invoice that do not correspond to the report issued by Company through the Dashboard will not be paid by the Company until amended by Affiliate to correspond the report issued by Company through the Dashboard to the extent such amendment occurred within 90 days from the first request for an invoice. 
      3. Affiliate is responsible for providing the Company with full and accurate details as required for it to remit the Affiliate Fees and shall be solely liable for any delay in payment resulting from its failure to duly and timely provide the Company with such details. In the event the Affiliate does not respond to the Company’s request for such details or does not provide the Company with an invoice that corresponds with the report issued by Company through the Dashboard, for a period that exceeds ninety (90) days following the date of such request, any Affiliate Fees set forth in such report issued by Company through the Dashboard, shall be automatically deemed forfeited and waived by the Affiliate. 
      4. It is hereby clarified, for the avoidance of doubt, that although the Dashboard, may allow the Affiliate with the possibility to insert such unique account information of the Payment Processor Affiliate Account, the Affiliate’s Payment Processor Affiliate Account shall not be credited, pursuant to the terms of Section ‎8.1 and this Section ‎8.3, if the Affiliate does not provide such Payment Processor Affiliate Account’s details with the Company. At any time the Company is using a Payment Processor to process payments, additional terms may apply to such payments, and the Company shall not be liable for any act or omission of such Payment Processor(s).  
   4. Fraud Traffic. In the event that the Company reasonably suspects any Fraudulent Activity by Affiliate, the Company may delay any payment hereunder to Affiliate, to verify the relevant transactions and in the event that Company determines, at its reasonable discretion, that any Affiliate Fees arising out from a Fraudulent Activity, it shall recalculate and/or deduct, in its sole discretion, the Affiliate Fees accordingly and, the Company shall further have the right, in addition to any other right or remedy available to it under these Terms or applicable law, to render the Tracking Mechanism assigned to such Affiliate inoperative, and immediately block Affiliate’s access to the Site, Dashboard, Program and/or the Service, with no compensation to Affiliate. 
   5. Taxes and Costs. The Affiliate Fees to which the Affiliate may be entitled hereunder shall be inclusive of all taxes (including value added tax, service tax, sales tax, where applicable), levies and/or other mandatory deductions (which may be deducted at source by the Company). Affiliate is solely responsible for the payment of all taxes, costs and expenses applicable to, and/or arising from, the conduct of its business and any of its rights and obligations hereunder, including, without limitations, any transfer fees, marketing and promotion fees or any other costs relating to Affiliate’s performance of its obligations hereunder. In the event that the Company is required to withhold any tax from any payment made to Affiliate hereunder, in accordance with applicable law, Affiliate hereby authorizes Company to make such tax withholding, as Company deems fit, at its discretion, to comply with any applicable law.
   6. Offset. If any excess payment has been made to the Affiliate, the Company reserves the right to adjust or offset the excess amount against any subsequent Affiliate Fees payable to Affiliate hereunder (if any). In the event that Affiliate owes any amount to the Company, either hereunder or under any other agreement or obligation, Company may deduct and offset such amount from any payment to which Affiliate is so entitled.
   7. Entire Compensation. The Affiliate Fees represents the entire compensation due to the Affiliate with respect to its participation in the Program pursuant to these Terms, including, without limitation, for the facilitation of transactions between the Company and any customer, and any other action of the Affiliate in furtherance thereof. 
   8. Qualified Account. 
   9. THE AFFILIATE FEES ARE CALCULATED SOLELY WITH RESPECT TO THE QUALIFIED ACCOUNT UNDERLYING THE QUALIFIED PURCHASE, REGARDLESS OF WHETHER THE REFERRED CUSTOMER MADE OTHER PURCHASES OR EXPANSIONS UNDER OTHER ACCOUNTS WITH THE SERVICE, FOR WHICH AFFILIATE SHALL NOT BE ENTITLED TO ANY FEE OR COMPENSATION WHATSOEVER. AFFILIATE SHALL NOT HAVE ANY CLAIM WITH RESPECT TO ANY OTHER ACCOUNTS OTHER THAN THE SPECIFIC QUALIFIED ACCOUNTS, INCLUDING, WITHOUT LIMITATION, IN CASE THE QUALIFIED ACCOUNT IS DOWNGRADED WHILE OTHER ACCOUNTS ARE EXPENDED. 
   10. The Company shall have sole and absolute discretion with respect to the consequences of any matter related to the Qualified Account, including, without limitation, in case of merger or acquisition of the Referred Customer which results merger of a Qualified Account with other Accounts. 
8. Term and Termination
   1. Term. The initial term of these Terms will be 12 months commencing on the Effective Date unless terminated sooner in accordance with the terms herein (the “Initial Term”).  The Term will automatically renew for subsequent 1-year terms (each such renewal term together with the Initial Term, the “Term”) unless a party provides the other party with notice of non-renewal at least 30 days prior to the end of the then-existing Term.
   2. Termination for Convenience. Either party may terminate these Terms effective upon 30 days prior written notice.
   3. Termination by Company for Cause. The Company may terminate these Terms: (a) if Affiliate is in material breach of these Terms that is capable of cure, and fails to cure such breach within 10 days following a written notice by the Company, of such breach; (b) immediately upon written notice when the Affiliate is in material breach of these Terms and that breach is incapable of cure, including, without limitation, breach of Sections ‎3.4 and ‎8.4; (c) immediately upon written notice to Affiliate if: (i) a receiver or trustee is appointed for the Affiliate or its property; (ii) any proceedings are commenced by, for, or against the Affiliate under any bankruptcy, insolvency, or debtor’s relief law for the purpose of seeking a reorganization of Affiliate’s debts; or (iii) Affiliate is liquidated or dissolved; (d) immediately upon written notice to Affiliate if Affiliate or Company is subject to Change of Control; or (e) immediately upon written notice to Affiliate if a competitor of the Company becomes the beneficial owner, directly or indirectly, of any interest in the Affiliate. Affiliate shall promptly notify the Company in writing prior to the occurrence of any of the aforementioned events.  
   4. Effect of Termination. Upon termination or expiration of these Terms: (i) all rights and obligations of the parties shall cease (including, Affiliate’s participation in the Program and the License), except as set forth herein; (ii) subject to  this Section ‎9.5 hereunder, Company’s payment obligations in accordance with the provisions of these Terms, for payment of the Affiliate Fees during the Payment Period, shall remain in effect in accordance with their terms until the lapse of the Payment Period for each Qualified Account; (iii) the Affiliate shall, at its own expense, return to the Company all Confidential Information and any materials or any embodiments thereof provided by the Company as soon as practicable after the date of such termination or expiration, or upon request of the Company, destroy such Confidential Information and provide a satisfactory evidence to that effect; and (iv) the Affiliate shall cease any activity with respect to the Program and these Terms, including without limitation, Affiliate shall promptly remove and cease use of all Tracking Mechanisms, Company Brands, and all other materials provided by, or created by Affiliate in connection therewith. In addition, Affiliate shall provide the Company with all relevant information and documents requested by the Company. Affiliate shall not have and hereby unconditionally and irrevocably any claim (known or unknown, future or current) against Company for compensation for the loss of position as a Affiliate, loss of clientele, loss of income, loss of profit on anticipated sales or marketing investments or the like nor be entitled to any damages, compensation or indemnity of any kind in respect of the termination or expiration of these Terms, all whether under contract, tort, unjust enrichment or any other theory of law. Affiliate acknowledges and agrees that Affiliate has no expectation and has received no assurances that: (i) this business relationship shall continue for a certain period of time; (ii) any investment in the promotion of the Service shall be recovered or recouped; or (iii) any anticipated amount of profits by virtue of these Terms shall be obtained. Affiliate acknowledges that it shall not have or acquire by virtue of these Terms or otherwise any vested, proprietary, or other right in the promotion of the Service or in any goodwill created by its efforts hereunder. Any improvement to the goodwill of the Company will vest with the Company without further consideration to Affiliate (whether during the Term hereof or upon termination or expiration for whatever reason).
   5. Effect of Termination for Cause. In the event of termination of these Terms and Affiliate's participation in the Program, for cause, in accordance with Section ‎‎‎9.3 above, any and all Affiliate’s rights to receive the Affiliate Fees hereunder shall be forfeited and relinquished, immediately, without prior notification, and the Affiliate will not be entitled to receive any unpaid Affiliate Fees, regardless if such fees accrued during the Payment Period or not. Affiliate hereby expressly waives any claim or demand in this regard.
   6. Survival. Sections ‎‎‎2, ‎4, ‎‎8 (solely to the extent related to payment terms for due Affiliate Fees during the Payment Period following termination, if any), ‎‎‎9.5, ‎10.5 and ‎12 through ‎‎‎‎19 shall survive the expiration or termination of these Terms.
9. Affiliate Representations and Warranties; General
   1. Affiliate Representations and Warranties. By using the Affiliate hereby represents and warrants as follows:some text
      1. It is either a legal entity, or to the extent it is an individual, then he/she is or they are over the age of 18 and in all respects, Affiliate is qualified and competent to be subject these Terms. If the Affiliate is a legal entity, the Affiliate is a corporation duly organized, validly existing and in good standing under any applicable laws. No decision or order has been given with respect to bankruptcy, insolvency or other laws of general application affecting enforcement of creditors’ rights of the Affiliate. Likewise, no notice or warning has been received of the intention to place the Affiliate and/or its assets in receivership nor does the Affiliate know of any condition or reason relevant to the Affiliate that could cause the aforementioned. These Terms constitute valid and binding obligations of the Affiliate, enforceable in accordance with their terms;
      2. It is free to be bound by these Terms and the performance hereof will not breach any agreement, permit or any other binding instrument by which it is bound, and it shall comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority as applicable to Affiliate, whether those laws are now in effect or later come into effect during the Term, in conducting its activities hereunder, including, without limitation, anti-bribery laws, Export Controls, and applicable data protection laws, and shall not, by act or omission place the Company in violation of any of the foregoing; 
      3. It will use no less than reasonable care, diligence, expertise and skill in performing its obligations under these Terms;
      4. Affiliate will not make any unauthorized, false, misleading or illegal statements in connection with these Terms and/or the Program, the Company, the Service or the Site. Affiliate will not make or give any representations, conditions or warranties concerning the Service, on behalf of the Company. As between the Company and the Affiliate, neither the Company nor any of its affiliates, suppliers (including any Partnership Platform provided by a third party with which Company provides its solutions such as Teachable or payment processors) or agents will be responsible for any representations, conditions or warranties made or given by Affiliate concerning the Service and/or the Site, respectively and as applicable. Affiliate will not engage in, and will not solicit, accept, or maintain any Referred Customer who engages in, illegal or deceptive trade practices or any other behavior prohibited by these Terms;
      5. It will make no representations, warranties or guarantees with respect to the specifications, terms, features or capabilities of the Service, the Site, or otherwise relating to the Company and any of its products and services, that are inconsistent with the representations agreed upon under these Terms; and
      6. It obtained and maintains licenses, permits, approvals and other permissions (of whatever nature) required to perform its obligations in accordance with these Terms, and by performing its obligations hereunder, it does not breach any other agreement to which Affiliate is a party, or violate any rights of any third parties (including, Referred Customers).
   2. Independent Contractors. These Terms do not create employer-employee relationship between Company and the Affiliate, nor an agency, joint venture or partnership. Nothing contained in these Terms shall be constructed to mean that the Affiliate’s acts, are as of agents or representatives of Company, except as expressly provided under the provisions of these Terms. 
   3. No Power to Bind. Anything to the contrary notwithstanding, Affiliate shall not have, nor shall it hold itself out as having, any right, power or authority to enter into an agreement, grant a promise, provide warranties or bind the Company in any manner whatsoever. Affiliate shall not represent that it is a representative of the Company or otherwise affiliated with the Company. 
   4. Offering of Special Offers by the Company. Affiliate acknowledges and understands that as part of Company’s relationship with its customers, including Referred Customers, the Company may at any time (directly or indirectly), at its sole discretion, offer Special Offerings to Referred Customers and such Special Offerings may affect the Affiliate Fees.
10. Partnership Platform

In the event that the Company uses a Partnership Platform provided by a third party (including without limitation, the Site (and in particularly the Dashboard), and any platform of a Payment Processor), Partner may be required to create a user account in such Partnership Platform and accept its applicable policies, including (as applicable) the Teachable Terms of Use) or other terms of service and privacy policy (collectively, “Third-Party Policies”). The Company is not a party to such Third-Party Policies and is not and shall not be liable, in any way, for any liabilities arising from or in connection with such Third-Party Policies. The Company shall not be responsible or liable for the performance of such Partnership Platform or for any act or omission whatsoever of the third-party provider of such Partnership Platform. 

11. Confidentiality 

All confidential information disclosed by the Company to the Affiliate prior to or during the Term, including financial information, other users’ personal identifiable information (PII) or other data and information of confidential nature, relating to the Company and its business, whether in writing, orally or in any other form (together, “Confidential Information”), shall be kept in confidence by Affiliate or anyone on its behalf provided that Affiliate may disclose such information to facilitate the purpose for which the Confidential Information was provided, to its employees, consultants or representative, on a need to know basis. Affiliate shall be able to disclose Confidential Information if required by applicable law, upon prior notice to Company of no less then 7 days. Upon termination of these terms, Affiliate shall return all Confidential Information to Company unless required otherwise under applicable law. 

12. Proprietary Rights 

The Affiliate acknowledges that it obtains no ownership rights in, or any right or license to the Service or Company Brands under the terms of these Terms.  All right, title and interest in and to the Service and Company Brands, including any and all Intellectual Property Rights therein and derived therefrom, shall at all times remain with the Company. Affiliate shall not be entitled to use Company Brands or other Intellectual Property Rights, other than in the manner expressly authorized by Company. In the event that Affiliate provides the Company with suggestions and/or comments with respect to the Service (“Feedback”), such Feedback shall be the property of the Company and the Company may use the Feedback at its discretion, without limitation, and without being obliged to make any payment or give credit to Affiliate.

13. Indemnity

Affiliate will indemnify and hold harmless Company, its subsidiaries, officers, employees, agents, and third parties from and against any claims, liabilities, losses, costs, damages or expenses (including attorney’s fees) arising, directly or indirectly, in connection with: (a) Affiliate’s acts or omissions under these Terms, including, without limitation, any claim of a third party resulting from the Affiliate's acts or omissions; (b) Affiliate Site; (c) any disputes between Affiliate and any other party relating to these Terms or the participation in the Program; or (d) any misrepresentation made by the Affiliate or on its behalf in connection with Company, its Site or solutions. 

14. Limitation of Liability
    1. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND WHETHER UNDER THESE TERMS OR OTHERWISE, EVEN IF THE COMPANY HAS BEEN ADVISED, KNOWS OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
    2. EXCEPT FOR ANY PAYMENT OF AFFILIATE FEES DUE HEREUNDER IN ACCORDANCE WITH THESE TERMS, IN NO EVENT SHALL COMPANY'S AGGREGATE LIABILITY UNDER THESE TERMS EXCEED THE AMOUNTS DUE TO AFFILIATE IN THE THREE (3) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
    3.  THE COMPANY (AND EACH OF ITS LICENSORS): (A) EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, TITLE, NON-INFRINGEMENT, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS; (B) DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL MEET THE AFFILIATE OR ITS REFERRED CUSTOMERS’  REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED; AND (C) NEITHER WARRANTS NOR MAKES ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE SERVICES, IN TERMS OF THEIR CORRECTNESS, ACCURACY, QUALITY, RELIABILITY, OR OTHERWISE. 
15. Modification
    1. The Company may modify any of the terms and conditions contained in these Terms, at any time and in its sole discretion by providing Affiliate with 3 days prior notice of such modification. Notice of any change by e-mail, to Affiliate’s address as provided to Company, or the posting on the Company’s website of a change notice or a new agreement, is considered sufficient notice to Affiliate of a modification to the terms and conditions of these Terms. Modifications may include, but are not limited to, changes in the scope of available Affiliate Fees, payment procedures and schedules, and Affiliate Program rules.
    2. Notwithstanding the foregoing in Section ‎‎‎17.1 to the contrary, the Affiliate Fee Plan may be altered, modified or changed by the Company, from time to time, in its sole and absolute discretion, provided that the Company will notify Affiliate of such change of the Affiliate Fee Plan. Affiliate Fees earned prior to such change will be paid according to the conditions in effect prior to such changes. Affiliate Fees earned after such change is in effect will be paid according to the new conditions of the amended Affiliate Fee Plan effective date at which the payment has been made. If any modification is unacceptable to Affiliate, its sole recourse shall be to terminate these Terms. Affiliate’s continued participation in the Program following posting of a change notice or a new agreement on the Company’s website  will constitute binding acceptance of such change.
16. Miscellaneous
    1. Reference. The Company may use the Affiliate's name and logo on its website and in its promotional materials to state that Affiliate is engaged with the Company under this Program. In addition, the Company is entitled to publish use cases and success stories based on its engagement with the Affiliate. 
    2. Entire Agreement. These Terms sets forth the entire agreement and understandings between the parties relative to the subject matter contained herein and supersedes all other agreements, oral and written, therefore made between the parties.                                                                                                                                                                                                                                                                                                                                                                            
    3. Notices. All notices, approvals and requests required hereunder, shall, except where specifically provided otherwise, be sent in writing to the party to whom notice is to be give, (a) by personal delivery; (b) by certified or registered mail (postage prepaid and return receipt requested); or (c) sent by email, provided an acknowledgement of delivery was obtained (either by reply to such email or other confirmation of receipt). Whether delivered personally, by registered mail or by email, the date of receipt shall be deemed to be the day of such notice. Either party may designate a different address by notice to the other given in accordance herewith.
    4. Waiver. Neither party’s failure to exercise any of its rights hereunder shall constitute or be deemed a waiver or forfeiture of any such rights.
    5. Class Action Waiver. WHERE PERMITTED UNDER APPLICABLE LAWS, AFFILIATE AND COMPANY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both Affiliate and the Company agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
    6. Governing Law and Jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the State of Israel, without regard to its conflict of laws provisions. The courts of the city of Tel Aviv, Israel, shall have sole and exclusive jurisdiction and venue over any dispute related to these Terms and both parties hereby consent to such jurisdiction and venue.
    7. Assignment. The Affiliate shall not assign, mortgage, pledge or otherwise transfer, directly or indirectly, any of his rights and obligations under these Terms, except with Company’s prior written consent. Company may assign any of its rights and/or obligations hereunder at Company’s sole discretion.
17. Voluntary Statement
    1. Affiliate acknowledges and agrees that nothing herein and no statement by the Company or any of its employee or other person associated with the Company has prevented Affiliate in any way from seeking such advice before entering into these Terms. Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representations or statements other than as set forth in these Terms.
    2. AFFILIATE HAS READ THESE TERMS CAREFULLY AND UNDERSTANDS IT HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ACCEPT THE OBLIGATIONS, WHICH IT IMPOSES UPON AFFILIATE WITHOUT RESERVATION. AFFILIATE HAS ALSO TAKEN INTO ACCOUNT THE LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER PROVISIONS OF THESE TERMS PRIOR TO ACCEPTING THESE TERMS. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO AFFILIATE TO INDUCE IT TO ACCEPT THESE TERMS. AFFILIATE AGREES TO THE TERMS OF THESE TERMS VOLUNTARILY AND FREELY.

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