Smilebox Affiliate Program
Terms and Conditions
These Terms and Conditions constitute a binding agreement (the “Agreement”) between you (“you”) and Perion Network Ltd. (“Perion”) on its own behalf, and on behalf of its subsidiaries and affiliated companies, (collectively, “Company”). By registering for the affiliate program (as described herein), you agree that you have read and understood the terms and conditions of this Agreement and that you agree to be legally bound and responsible for compliance with each and every term and condition of this Agreement. You represent and warrant that (i) to the extent you execute this Agreement on another party’s behalf, you are authorized to do so; and (ii) if you are an individual, you are at least 18 years of age.1. Registration
Under the Company’s affiliate program (the “Affiliate Program”), you will have the opportunity to earn commissions for promoting and marketing Company’s affiliate, Smilebox, Inc. (“Smilebox”) – (such services, the “Marketing Services”), whose program is managed by Company through CJ Affiliate at https://www.cj.com/ (“CJ”) in accordance with this Agreement. Upon Company’s acceptance in writing of your application into the Affiliate Program, you will be deemed an authorized affiliate of Company (“Authorized Affiliate”) and may then promote Smilebox in accordance with this Agreement.2. Modifications to this Agreement
Company shall have the right to change, modify or amend this Agreement, in whole or in part, by providing you with notice at least seven (7) days prior to the effective date of such change. Your continued performance of the Marketing Services after the effective date of such change shall be deemed your acceptance of the revised Agreement.3. Marketing Services
As an Authorized Affiliate, you are authorized to carry out the Marketing Services in one or more of the following ways, provided that you must use only links and materials provided within the CJ:,
as part of commercial and/or marketing emails to your subscribers (the “Email Campaign”); and
on a website, blog post or application (mobile or desktop) – (collectively, the “Application”).
All numbers for purposes of billing and payment, regardless of the payment model, shall be based on Company’s and CJ’s numbers and records, which shall be deemed conclusive for such matters and made available through your affiliate publisher account on CJ (the “Publisher Account”). Furthermore, you agree that such numbers shall be based on actual organic (human) visitors that arrive to a Smilebox landing page as a result of your Marketing Services (the exact URL as notified to you by Company in writing from time to time) – (the “Smilebox Landing Pages”) – as determined by CJ’s then current system of tracking visitors to the Smilebox Landing Pages and actions which qualify for a payment hereunder.5. Payment and Payouts
Subject to Company’s sole discretion, you acknowledge that CJ, on behalf of Company, will pay you according to the payment model indicated in your Publisher Account, and as set forth below: You shall be paid for each unique end user referred by you that completes a Confirmed Subscription to Smilebox. “Confirmed Subscription” means an end user subscription to Smilebox’s services, for which valid credit card details have been provided, and the applicable payment successfully processed and after the completion of any free-trial period. With respect to each Confirmed Subscription, you shall be entitled to receive the commission set forth in your Publisher Account. Company has the right to change the commission or other pricing arrangement upon providing at least seven (7) days’ prior written notice to you. In the event that you do not agree to such change, you shall be entitled to immediately terminate this Agreement.
All payments made by CJ in accordance with subsection (a) above shall be in the currency indicated in your Publisher Account. For the removal of any doubt, payments by CJ, on behalf of Company, constitute the full and final amounts payable to you in consideration for your provision of the Marketing Services and to which you shall be entitled under this Agreement.
Company will provide you with all creative materials for use in connection with your promotion and marketing of Smilebox, including, without limitation, Smilebox Landing Pages, creatives for advertisements, content, text, video, images and URLs (collectively, the “Creative Materials”). You shall not display or use any other type of Creative Materials in connection with the Marketing Services, unless written approval in advance is provided by Company. You agree to use and display the Creative Materials only in the format received from Company and you may not change the design, size, format or content of Creative Materials or any code without the prior written consent of Company. You shall not be entitled to use any Creative Materials for your own use or purposes.7. Editorial Guidelines
You shall not perform the Marketing Services in connection with the following, or make use of any content which constitutes any of the following, or place any Creative Materials adjacent to or in connection with any the following:
content that encourages conduct that would be considered a criminal offense, could give rise to civil liability or violates any applicable law, regulation or order of any court or tribunal including, but not limited to, applicable export, privacy, gambling or digital communication laws;
any script or program that affects the security or privacy of users or interferes with or disrupts web navigation or browsing of web pages visited by end users without the user’s informed consent;
peer to peer software, adware, spyware, scareware, malware, file sharing, software pirating (including without limitation Warez, P2P, Bit torrent, Hotline, Cracking, etc.), hacking or phreaking, emulators, ROM’s, or illegal MP3 activity, adult content, pornography, obscenity, excessive profanity, racism or activity or content offensive or threatening ethnically, excessive violence, hate speech, libel, gambling, discrimination, infringing activity, religious or political insensitivity, or illegal drugs or arms trafficking;
content or activity that violates export control laws, creates a risk to a person’s safety or health, compromises national security, or interferes with an investigation by law enforcement officials;
online pharmacies, prescription-only medicines, family-planning products;
fraudulent goods, services, schemes, or promotions, including any make-money-fast or pyramid schemes, consumer fraud, product liability, breach of contract to which you are a party, or any product or service which might or does cause injury to any third party;
any content that infringes or violates any copyright, patent, trademark or other intellectual property right, or otherwise violates or breaches any duty toward, or rights of, any person or entity, including without limitation rights of privacy and publicity;
substantially un-moderated and/or user-generated content; or
content, websites or applications directed to children under 13;
You are not allowed to:
Run any advertising campaigns or buy any media on or through the Google or Bing Search or Display/Content Networks;
Run any advertising campaigns directly promoting Smilebox, including any advertising that targets the Smilebox brand or related keywords, such as (without limitation) “Smilebox”, “Smilebox slideshows”, “Smile Box”, and misspellings of any of the foregoing; or
Link directly to any Company owned web site or landing page (including, without limitation, smilebox.com), except for the Smilebox Landing Pages.
To the extent that you have been approved by Company in writing to carry out the Marketing Services as part of an Email Campaign, all emails sent out by you in connection with such Marketing Services must:
comply with all applicable federal and state laws and all content must not violate any federal, state law, code, or regulation, whether criminal or civil in nature, including, without limitation, SPAM, privacy, and child protective email address registry laws;
not be unsolicited, whether commercial or non-commercial in nature;
not have deceptive, misleading or false subject lines or header information that make it difficult to identify the initiator of the email; and
contain an “unsubscribe” link that allows subscribers to remove themselves from your mailing list.
In addition, all email addresses used by you in connection with the Marketing Services must have opt-in to receive email messages from you of a commercial or marketing nature.10. Privacy and Data Collection
Each party retains all right, title and interest in and to its respective technology, software, products and services included under the scope of this Agreement, including any intellectual property rights therein (collectively, the “Respective IP”) and any derivatives therefrom. Without derogating from the above, the Company shall be the sole and exclusive owner of all right, title and interest (including without limitation all intellectual property rights) in and to each Creative Material. For the avoidance of doubt, any use of the Respective IP shall inure to the benefit of its respective owner, and neither party shall: (i) contest or challenge the validity of, the other party’s rights or interests in and to the Respective IP; or (ii) seek to register or record or claim any interest in the other party’s Respective IP.12. Representations and Warranties
You represent and warrant to the Company that:
you have the full right, power and authority to enter into this Agreement and to perform the acts required of you hereunder;
the execution of this Agreement by you and the performance of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound;
you have obtained the relevant consents and authority for the collection by and transfer to Company and third parties providing services to Company, of information (including, without limitation, IP addresses) from end users (whether of an Email Campaign or of an Application, as applicable) in connection with the Marketing Services;
any and all activities and obligations you undertake in connection with this Agreement shall be performed in compliance with all applicable laws, rules and regulations, including, without limitation, SPAM and privacy laws, rules and regulations; and
any creatives, content, text, video or images used by you in connection with the Marketing Services, including, without limitation, the Application and all parts thereof, do not infringe, misappropriate or otherwise violate the intellectual property rights of any person or entity, or falsify or delete any author attributions, legal or other proper notices or proprietary designations (e.g., copyright or trademark symbols), or labels of the origin or source of services, software, or other materials, or infringe or violate the privacy, publicity or any other right of a third party.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. COMPANY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY COMPANY TO YOU UNDER THIS AGREEMENT IN THE THREE (3) MONTH PERIOD PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST THE OTHER PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT.14. Disclaimer of Warranties
ANY PRODUCTS, SERVICES, MATERIALS OR CREATIVE MATERIALS PROVIDED BY COMPANY HEREUNDER ARE PROVIDED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE PERFORMANCE OR RESULTS OF SUCH PRODUCTS, SERVICES OR MATERIALS. EXCEPT AS SET FORTH HEREUNDER, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS AND IMPLIED, INCLUDING ANY AND ALL REPRESENTATIONS AND WARRANTIES OF TITLE AND NON-INFRINGEMENT, AND ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY FOR A PARTICULAR PURPOSE, AND ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS ARISING FROM ANY COURSE OF DEALING OR USAGE OF TRADE, WITH RESPECT TO ANY PRODUCTS, SERVICES OR MATERIALS PROVIDERED BY COMPANY HEREUNDER. Some states or jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply. Except as expressly provided in this Agreement and to the fullest extent allowable by law, Company makes no other warranty of any kind, whether express, implied, statutory or otherwise, including, without limitation, warranties of merchantability and fitness for a particular use or non-infringement.15. Indemnification Obligations
Except as expressly provided in this Agreement, you (the “Indemnifying Party”) shall indemnify and defend Company and its parent corporation, subsidiaries, affiliates, directors, officers, employees, agents, successors and permitted assigns (collectively, the “Indemnified Party”) from and against any and all claims, suits, actions, demands, proceedings and damages, losses, and expenses (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) threatened, asserted, filed, brought or made by any third party against the Indemnified Party arising out of: (a) a breach of any warranty or representation made by the Indemnifying Party under this Agreement; and/or (b) a claim that the Indemnifying Party’s technology, application websites, content or other materials infringe any third party’s Intellectual Property Rights and/or any applicable laws (collectively, “Claims”). The Indemnified Party shall: (i) promptly notify the Indemnifying Party of any Claim provided that a failure to give prompt notice shall not excuse or diminish the Indemnifying Party’s obligations under this Section unless such failure shall materially and adversely affect the Indemnifying Party’s ability to defend such Claim; (ii) provide the Indemnifying Party with reasonable information, assistance and cooperation in defending the Claim at Indemnifying Party’s cost; and (iii) give the Indemnifying Party full control and sole authority over the defense and settlement of such Claim; provided, however, that any settlement will be subject to the Indemnified Party’s prior written approval (which approval shall not be unreasonably withheld or delayed). Notwithstanding, the Indemnified Party shall not be required to allow the Indemnifying Party to assume the control of the defense of a Claim to the extent that the Indemnified Party determines that (a) any relief other than monetary damages is sought against the Indemnified Party, (c) there may be a conflict of interest between the parties in the conduct of the defense, or (c) settlement of, or an adverse judgment with respect to, such Claim could reasonably be expected to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party. The Indemnified Party may join in the defense of a Claim with counsel of its choice at its own expense.16. Confidentiality
The existence of this Agreement, its contents, its purpose and the fact that any discussions between the parties are taking place shall be deemed confidential information and you shall not disclose it to any third party without the written permission of Company.17. Confidentiality Related to Trade Restrictions; Permitted Disclosures.
You hereby acknowledge that you are aware, and will advise your employees and consultants, if applicable, that Company’s ultimate parent company, Perion Networks Ltd. (“Perion”), is a publicly traded company, and the United States and Israeli securities laws prohibit any person who has received material, non-public information concerning Company or Perion or its subsidiaries (collectively, the “Company Affiliates”) from purchasing or selling securities of Perion or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities. You further represent and warrant that as Company is a subsidiary of a publicly traded company, you will not, at any time, issue any press release and/or any public announcement relating to the Company Affiliates, this Agreement and/or the fact that the parties have engaged hereunder, without the prior written approval of Company. You further acknowledge and agree that Company, or the other Company Affiliates may be obliged, as part of certain disclosure rules, to disclose the existence of the engagement hereunder and its terms and conditions. You hereby waive any claim of any sort against Company and any of the Company Affiliates for any such disclosure.18. Termination
This Agreement shall commence on the date that you receive written confirmation from Company through CJ that your application to the Affiliate Program has been approved, and shall continue until terminated in accordance with the terms of this Agreement. Each party has the right to terminate this agreement, with or without cause, upon providing the other party with seven (7) days’ prior written notice. Company has the right to immediately terminate this Agreement in the event that you are found to have committed or engaged in any activity in breach of this Agreement.19. Miscellaneous:
The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement or in the business or dealings between the parties shall be construed to make them a joint venture or partners with each other. Both parties agree that the relationship between the parties will not be exclusive and either party may use the services or promote the applications of third parties or enter distribution and strategic partnership agreements with third parties in any industry.
You may not assign or delegate any interest herein without Company’s prior written consent. Company may assign or delegate any interest herein without your consent.
19.3 Force Majeure
Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
19.4 Governing Law and Jurisdiction
The laws of the State of New York and applicable U.S. federal laws, excluding any conflict of law rules, shall govern this Agreement. The parties specifically exclude the application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. Each party irrevocably submits to the sole and exclusive jurisdiction of the courts of New York State located in New York, New York and the Federal Courts of the Southern District of New York. Each of the parties consents to the jurisdiction and venue of any such court and waives any argument that any such court does not have jurisdiction over such party or such dispute or that venue in any such forum is not appropriate or convenient. To the fullest extent permitted by law, each of the parties hereby agree to waive trial by jury in any action proceeding or counter claim brought by or on behalf of either party with respect to any matter whatsoever relating to this Agreement. If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect.
Sections 10, and 12 through 19 of this Agreement will survive any termination of this Agreement. Waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
Notices. All notices and other communications required or permitted under this Agreement shall be in English and in writing and shall be deemed given: (i) upon receipt when delivered personally, (ii) upon e-mail and, if applicable, electronic confirmation of receipt, (iii) within one (1) business day of being sent by overnight courier, or (iv) within five (5) business days of being sent by registered or certified mail (postage prepaid). All such notices, and other communications will be addressed to Company at the following address: Azrieli Center, 26 HaRokmim St. PO Box 1750, Holon 5885849, Israel. A notice to you shall be sent to the details inputted by you into your Publisher Account.
This Agreement contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement or in another agreement signed by the parties which explicitly amends the terms of this Agreement.