Terms and conditions

VYZER AFFILIATE PROGRAM TERMS
These Vyzer Affiliate Program Terms (the “Agreement”) contain terms and conditions that apply to your participation as an Affiliate (as that term is defined herein) in Vyzer's Affiliate Program. This Agreement is between you, as Affiliate, and Vyzer Financial Services Ltd ("Vyzer"). Vyzer reserves the right to update and change this Agreement by posting updates and changes to the Vyzer website. If a significant change is made, Vyzer will provide reasonable notice by email and/or posting a notice to the Vyzer website. You must read, agree with and accept all of the terms and conditions contained in this Agreement and Vyzer's Privacy policy available here https://go.vyzer.co/privacy before you may become an Affiliate.

1. DEFINITIONS
The following definitions shall apply to this Agreement:
(a) “Affiliate” or “You” means an individual or entity that has agreed to the terms of this Agreement.
(b) “Affiliate’s Platform” means “Post Affiliate Pro” platform.
(c) “Links” means the banner, buttons, coding or any other manner in which User(s) (as defined below) will be directed by the Affiliate to Vyzer platform.
(d) “User(s)” means each person who is referred to Vyzer by Affiliate via the use of the Link which is not already User of Vyzer at the time of such referral and is not the Affiliate itself nor any person or entity owned and/or managed by the Affiliate, its shareholders, its officers and any of their family members.
2. RESPONSIBILITIES & RIGHTS OF PARTIES
(a) Subject to the terms and conditions of this Agreement, Vyzer hereby authorizes Affiliate to refer Users to Vyzer on a non-exclusive, non-transferable, and independent basis with a view to promote Links to Vyzer platform during the Term of this Agreement.
(b) Vyzer reserves the right in good faith, in its discretion, (i) to make any changes in the Vyzer platform, including pricing; and (ii) to refuse to accept any User referred by Affiliate for any reason.
(c) Each party understands this Agreement is non-exclusive. Without limiting the generality of the foregoing, Affiliate acknowledges that nothing in this Agreement shall prevent or limit Vyzer from marketing and selling its Vyzer platform or any other product or service, in whole or in part, directly or indirectly, to any prospective Users, or from appointing other referring parties, resellers, distributors and other marketing agents, without liability to Affiliate, subject to Vyzer’s obligation to pay the Referral Fee as provided herein.
(d) All business records maintained by the Affiliate relating to Vyzer platform are subject to inspection at any reasonable time by the Vyzer's authorized representatives.
(e) The Affiliate shall not, without prior written approval from an authorized representative of Vyzer, (i) bind Vyzer to any agreement or obligation; (ii) incur any liability on behalf of Vyzer, (iii) make any promises or give any warranties or guarantees in respect of Vyzer or the Vyzer platform; nor (iv) use Vyzer’s name, trade names, trademarks, or logos in connection with its business other than in the manner expressly authorized in Vyzer’s advertising and promotional guidelines.
3. REPRESENTATIONS OF AFFILIATE
(a) Affiliate will be solely responsible for the content posted in the media and the content of Affiliate’s media must comply with all applicable laws and regulations (including all laws respecting personal, intellectual property or copyrights, and securities laws);
(b) Affiliate’s obligations under this Agreement will not infringe any other agreement or undertaking of the Affiliate.
(c) Affiliate shall not make any representation or statement or warranty concerning Vyzer or its services except as authorized by Vyzer or as provided in this Agreement.
(d) Affiliate shall not make any misrepresentations, misleading or disparaging representations or statements regarding Vyzer or Vyzer platform.
(e) Affiliate shall not represent that Vyzer guarantees or will guarantee the Users against loss when using Vyzer’s platform.
(f) Affiliate will not accept nor hold money from Users.
(g) Affiliate shall not modify the Links or other advertising creative in any way.
4. LINK LICENSE
(a) Vyzer will grant to the Affiliate a non-exclusive, non-transferable, revocable right to (i) access Vyzer platform through the Links in accordance with the terms of this Agreement and (ii) solely in connection with such Links and under the conditions provided for herein, to use Vyzer’s logos, trade names, trademarks, and similar identifying material relating to Vyzer (collectively, the "Licensed Materials"), for the sole purpose of promoting Vyzer platform. Affiliate may not alter, modify, or change the Licensed Materials in any way without written permission.
(b) The Links will be shared with the Affiliate via the Affiliate’s Platform by Vyzer.
(c) Vyzer reserves all of the rights in the Licensed Materials and of its other proprietary
rights.
(d) Vyzer may revoke the license at any time, by giving Affiliate a written notice.
5. PAYMENT
(a) Subject to the use of the Links and the fulfillment the obligations under this Agreement, Vyzer will compensate the Affiliate with respect to each User registered during the term of this Agreement (the “Fee”) in accordance with Schedule A (the “Fee Plan”).
(b) Vyzer may change the terms of the Fee Plan and/or any criteria applying to the Fee Plan, at any time and in its sole discretion, by sending to the Affiliate a written notice via e-mail. In the event that the Affiliate does not agree to such change, the Affiliate shall notify Vyzer via return e-mail within three (3) business days from receiving Vyzer’s written notice about the change, and the Agreement shall terminate immediately. In the event that the Affiliate will not notify Vyzer within three (3) business days from the notice, the change to the terms of the Fee Plan shall be deemed as approved by the Affiliate.
(c) Vyzer reserves the right to refuse to provide access to Vyzer platform from any User, in Vyzer’s sole and absolute discretion. The Affiliate shall have no claim to any Fee based on Vyzer’s decision not to complete accept the User who accesses through the Links.
(d) All Fee are payable in U.S Dollars.
(e) Notwithstanding the foregoing, if and to the extent Affiliate is required to file or provide certain documentation for tax and other governmental purposes, payment of the Fee may be suspended.
(f) Vyzer, in its sole and absolute discretion, may determine that several Users who are
under the same household/control/ownership shall be considered as a single User and therefore shall not entitle the Affiliate to Fee payable with respect to each of them.
(g) Affiliate shall bear at its sole expense all costs and expenses of any nature whatsoever incurred in connection with this Agreement. Under no circumstances shall Vyzer be liable hereunder for any amounts other than the Fee.
(h) Each party shall be responsible for any payment, in relation to this Agreement and/or any other agreement between the parties, of its respective taxes due to under any applicable law.
(i) Vyzer shall make deductions for payment made to Affiliate under this Agreement as may be and to the extent required under any applicable law, unless Affiliate provide Vyzer with appropriate tax exemption documents.
6. TERM & TERMINATION
(a) This Agreement is effective as of the Effective Date and will remain in effect, unless it is terminated in accordance with Section 6(b).
(b) This Agreement may be terminated by either party at any time by providing prior written notice to the other party.
(c) Upon expiration or termination of this Agreement: (i) any and all payments due to Affiliate shall remain due in accordance with the terms of Section Error! Reference source not found. above; (ii) both parties shall immediately discontinue all representations or statements from which it might be inferred that any relationship exists between the two parties; (iii) each party agrees not to act in any way to damage the reputation of the other party; and (iv) Affiliate shall cease to promote, solicit, or procure orders for any Vyzer product. Affiliate's right to receive Fee for every User shall survive termination of this Agreement. Thereafter, Vyzer shall have the right to communicate directly with the referred Users or potential referred Users which were registered follow to the Links of the Affiliate, who dealt with or were referred by Affiliate, without any liability of any kind to Affiliate and this shall not be construed as a renewal or extension of this Agreement, or as a waiver of the right to terminate or of any other matter or right.
(d) Survival. Notwithstanding expiration or termination of this Agreement for any reason Error! Reference source not found. (Payment), 6 (Termination), 7 (Confidentiality), 8 (Indemnification), 9 (Limitation of Liability) and 10 (Relationship of the Parties) shall survive and continue to be in effect in accordance with their terms.
7. CONFIDENTIAL INFORMATION
(a) Each party hereto agrees not to use any Confidential Information (as defined below) of the other party for any purpose, other than to enforce its rights and perform its obligations hereunder, or disclose any Confidential Information of the other party to any third party for any purpose. Each party hereto shall use at least the same degree of care, but no less than reasonable care, to avoid disclosure or use of the Confidential Information of the other party as such party employs with respect to its own Confidential Information of like importance. Without limitation of the foregoing, each party agrees during the term of this Agreement and thereafter to hold such Confidential Information in strict confidence, not to disclose it to third parties or to use it in any way, commercially or otherwise, except as otherwise expressly authorized by this Agreement, and not to allow any unauthorized person access to such Confidential Information, either before or for a period of five (5) years after termination or expiration of this Agreement, without the prior written consent of the disclosing party. Each party will limit the disclosure of the Confidential Information to employees with a need to know who: (i) have been advised of the confidential nature thereof and (ii) are parties to written agreements no less restrictive than this Section as to the non-disclosure and non-use of such Confidential Information.
(b) “Confidential Information” means all information, whether written or oral, and in any form (including, without limitation, research and development, manuals, reports, drawings, plans, flowcharts, software (in source or object code), program listings, data file printouts, processes, trade secrets, inventions, ideas, processes, formulas, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques, product information, marketing and selling plans, business plans, relating to a party's business or technology which is disclosed by a party either directly or indirectly to the other party.
8. INDEMNIFICATION
Affiliate will defend, indemnify and hold harmless Vyzer, and its directors, officers, employees and agents, from and against any and all third party claims, demands, judgments, liabilities, losses, and causes of action of any third parties, and any costs (including reasonable attorneys’ fees) arising out of or in connection with the Affiliate’s use of the Links or the services (other than the Links). Notwithstanding the foregoing, in no event shall Affiliate settle any such claim without Vyzer's prior written approval, not to be unreasonably withheld.
9. LIMITATION OF LIABILITY
EXCEPT WITH RESPECT TO THE AFFILIATE’S INDEMNIFICATION OBLIGATIONS ABOVEMENTIONED, UNDER NO CIRCUMSTANCES (I) SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR SUCH PARTY'S LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE; OR (II) EXCEPT IN THE CASE OF LIABILITY UNDER SECTION 7 (CONFIDENTIAL INFORMATION) OR WILFUL MISCONDUCT OR GROSS NEGLIGENCE, SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY PURSUANT TO THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNTS IN EXCESS, IN THE AGGREGATE, OF THE REFERRAL FEES PAID AND DUE BY VYZER TO AFFILIATE.
10. RELATIONSHIP OF PARTIES
The parties shall perform all of their duties under this Agreement as independent contractors. Nothing in this Agreement shall be construed to constitute the parties as principal and agent, employer and employee, franchiser and franchisee, Affiliates, joint ventures, co-owners, or otherwise as participants in a joint undertaking, or to enter into any contract or otherwise incur any liability or obligation, expressed or implied, on behalf of the other party, or to transfer, release, or waive any right, title, or interest of such other party.
11. GOVERNING LAW
This Agreement including the validity, interpretation, or performance of this Agreement and any of its terms or provisions, and the rights and obligations of the Parties under this Agreement shall be governed by and interpreted only in accordance with the laws of the State of Israel, excluding its conflicts of law principles. Any action arising out of or in any way connected with this Agreement shall be brought exclusively in the courts of Tel Aviv, Israel.
12. ASSIGNMENT
The Agreement may not be transferred or assigned, in whole or in part, by Affiliate, without the prior written consent of Vyzer.
13. ENTIRE AGREEMENT & AMENDMENTS
This Agreement, including all attached Exhibits, constitutes and contains the entire agreement between the parties with respect to the subject matter and supersedes any prior oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein. This Agreement may not be modified or amended, including by custom, usage of trade, or course of dealing, except by an instrument in writing signed by duly authorized employees of both of the parties.
14. WAIVER & SEVERABILITY
The waiver by either party of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself. If any provision of this Agreement shall be held illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
15. NOTICES
All notices and other communications under the Agreement shall be in writing and shall be deemed to have been duly given as of the date of delivery shown on the receipt if mailed at the post office, postage prepaid, return receipt requested, or via nationally recognized overnight courier or via electronic mail or facsimile, to the other party's address set forth below. Notice will be sent to the Affiliate at the address provided in the Vyzer Affiliate Program application, and to Vyzer at affiliates@vyzer.co. Either party may from time to time by written notice to the other designate another address, which shall thereupon become its effective address for the purposes of the Agreement.

Schedule A
Fee Plan
User(s):
Vyzer will pay Affiliate the following fees as follows:
Step Fixed Fee
User subscribes (including credit card) for 30-day free trial. US $200

General:
1. Vyzer reserves the right to change the content, price and/or other commercial terms of the services offered by it, at any time and at its sole discretion, and the Affiliate hereby irrevocably waives any claim, demand and/or right with respect thereto.
2. The Fee, if applicable, shall be calculated and paid by Vyzer to the Affiliate only, up to thirty (30) business days after the completion of the relevant step.
3. The Partner acknowledges and agrees that the Company will pay the Fee, as applicable, to the account that the Affiliate opened in the Affiliate’s Platform.
4. All abovementioned fees shall be paid against presentation of a properly-issued tax invoice by the Affiliate.
5. Except for the Fee abovementioned, the Affiliate shall not be entitled to receive any additional fees with respect to any payment transactions and/or purchase of hedging products, if applicable, by any of the User(s).
6. Vyzer's records shall be decisive proof. If the Affiliate wishes to dispute Vyzer dispute the information regarding the Fees, it must do so within seven (7) days of receiving the information from the Vyzer, otherwise any dispute shall be considered as waived.