AFFILIATE AGREEMENT

1. General Provisions

1.1. This Affiliate Agreement (hereinafter - “Agreement”) together with IO and Affiliate Marketing Guideline (hereinafter - “Marketing Guideline”) contain the complete terms and conditions that apply to you becoming an Affiliate (hereinafter - “Affiliate”) in MacKeeper Affiliate Program (hereinafter - “Program”). Please note that throughout this Agreement, “Clario”, "we," "us," and "our" refer to Clario, and “Affiliate”, "you", "your" and "yours" refer to the Affiliate.

1.2. By submitting your application, you agree to be bound by the terms of this Agreement and Marketing Guidance (attached at the bottom of the Agreement). By entering this Agreement you hereby represent and warrant that you are at least 18 years old or other legal age and have full, lawful power and authority to enter into and to carry out the terms of this Agreement.

2. Affiliate Rights and Obligations

2.1. To begin the enrollment process, you need to complete and submit the online application at the https://app.impact.com/campaign-promo-signup/Mackeeper.brand. We will review the application and will approve or reject it. The fact that we approve your application does not imply that we may not re-evaluate your application. We may reject your application or terminate this Agreement at any time at our sole discretion.

2.2. We may refuse your application and/or suspend or terminate and ban you from participating in the Program if we find out, or have reasonable assumptions that you or your website is unsuitable for our Program, including but not limited to if you or it:

2.2.1. Violates Affiliate Marketing Guideline;

2.2.2. Promotes sexually explicit materials;

2.2.3. Promotes violence;

2.2.4. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

2.2.5. Promotes illegal activities;

2.2.6. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;

2.2.7. Uses such words in the names of domains and as keywords: “mac”, “mackeeper”, “mac keeper”, “apple”, “cleanup”, “security”, “optimization”, “data control”, “software”, “utility”, “application”, “macos”, “mac os”, “Clario”, “antivirus” and any similar variations of these words.

2.2.8. Promotes in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;

2.2.9. Contains software downloads that potentially enable diversions of commission from other affiliates in our program or use techniques that intercept traffic, conduct fake installations from virtual machines, use Aggressive Advertising Materials;

2.2.10. Uses contextual ads;

2.2.11. Uses Google Display Network, or other search engine provider without prior written consent;

2.2.12. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Clario or any other affiliated business.

2.3. As a member of the Program, you will have access to the Account Manager. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download the affiliate link that links to web pages within the Clario website and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the affiliate link that we provide for each banner, text link, or other links we provide you with.

2.4. If the Parties mutually agree, Affiliate may create Advertising Materials for Clario's campaigns (product). All Advertising Materials are subject to Clario's prior written approval via email, which Clario may withhold in its sole discretion. If Affiliate violates this obligation, Clario has the right to withhold payment to the Affiliate for the Actions, which have been delivered from unapproved creatives. Additionally, Affiliate agrees to indemnify and hold the Clario harmless in any issue arising out of or in connection with the violation of this obligation.

2.5. Clario reserves the right, at any time, to review your placement and approve the use of your links and require you to change or cancel the placement.

2.6. You must approve all publishers for Clario's marketing campaigns (product). You have to provide Clario with detailed information including but not limited to information regarding your experience working with such publishers, ad types which publisher is planning to use and other criteria that may be requested by Clario.

2.7. Your publishers are also subject to the requirements described in the para 2.2., 2.6., 2.8., 2.9. and Affiliate Marketing Guideline. You should constantly review your publishers and their marketing activity for compliance with the Agreement and you are responsible for your publisher’s compliance with the Agreement and marketing your publisher’s activity.

2.8. You shall promptly notify Clario when you pause and renew traffic. If you fail to notify Clario about traffic pauses and renewals Clario reserves the right to set the maximum daily cup in the amount of 50 installs per day. Accordingly, Clario reserves the right not to pay for all installs that exceed this number except when other terms were agreed with your affiliate manager.

2.9. It is entirely your responsibility to follow all applicable laws and regulations that pertain to your activities. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.

3. Clario Rights and Obligations

3.1. We have the right to monitor your site and placement of your links at any time to determine if you are following the terms and conditions of this Agreement and Marketing Guidance. We may notify you of any changes that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes that we feel are necessary, we reserve the right to terminate your participation in the Program.

3.2. Clario reserves the right to terminate this Agreement and your participation in the Program immediately and without notice should you violate article 2.2., 2.4., 2.6., 2.7, 2.8., 2.9. of this Program in any way. If such a violation is detected, Clario may withhold all of your commissions.

3.3. Clario shall pay Affiliate earned commissions according to the Section 6 of this Agreement.

4. Term and Termination

4.1. This Agreement will begin upon our acceptance of your application and will continue unless terminated hereunder.

4.2. Either you or we may end this Agreement at any time, with or without cause, by giving the other party two days written notice. Written notice can be in the form of mail, email or fax.

4.3. Nothing withstanding the article 4.2. Clario reserves the right to terminate this Agreement and your participation in the Program at any time by sending you a written notice.

4.4. Consequences of Termination: On the expiration or earlier termination of each IO:

(a) the Affiliate shall refund the Advertiser any monies, if any, in relation to unfulfilled obligations that the Advertiser has paid the Affiliate in advance in relation to an IO;

(b) the Advertiser shall remain obligated to compensate the Affiliate for Payouts earned prior to the expiration or termination of the IO;

(c) the Affiliate shall immediately discontinue the use of any materials provided by the Advertiser (the “Creative”);

(d) license to the Creative shall terminate; and

(e) each Participant shall either destroy or promptly return to the other Participant all copies in whatever medium of the other’s Confidential Information

5. Modification

We may modify any of the terms and conditions in this Agreement and Marketing Guidance at any time at our sole discretion. In the event of such modification, you will be notified by email. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in the Program following the posting of the last version Agreement on our site will indicate your agreement to the changes.

6. Reporting and Payment

6.1. If it’s possible, Affiliate agrees to provide Clario with client login to the reporting dashboard, in this case, all numbers for the purposes of billing and general delivery reporting will be based on Affiliate’s reports that should be accessible for Clario in Affiliate’s reporting dashboard. Otherwise, Affiliate agrees to provide Clario with daily reports regarding the performance of the specified advertising campaign that should be generated by Affiliate and sent to Clario via email. In case Affiliate can't provide daily numbers, it should be paid by Clario's numbers.

6.2. Discrepancy between Affiliate's report and stats that Clario sees on its side shall not exceed 10% compared to numbers provided in the Affiliate’s report. The Clario shall report any discrepancies related to their campaign to Affiliate within thirty (30) days of the occurrence in writing to Affiliate. In case there is a discrepancy that is higher than 10% compared to numbers provided in Affiliate’s report, Affiliate agrees not to charge Clario for the amount of deliverables that exceed 10% discrepancy over stats tracked by Clario. If for some technical reason from our side, we are unable to verify the Affiliate’s performance carefully, we have to make the payment to the partner based on the average scores ​​for the previous billing period. Clario reserves the right to have an independent auditor review any data reports from Affiliate's ad server to verify accuracy.

6.3. No commission will be paid for transactions that are later subject to refunds or chargebacks. If Clario has already paid commission for a transaction which is later refunded or charged back, then the commission already paid will be deducted from a future payment.

6.4. Affiliate must withdraw commissions within 1 (one) year after it was accrued. After the expiration of this 1 (one) year period MacKeeper Affiliate Program has the right to write off the unclaimed commission. MacKeeper Affiliate Program also reserves the right to write off the unclaimed Commission if the Affiliate did not provide a correctly filled tax form within 1 (one year) since the Commission was accrued. If you do not withdraw your Commission within 6 months, we reserve the right to charge the amount on the balance with a monthly fee of 10% (ten percent).

The Advertiser may fold commission payment if during 3 (three) previous months there were no new Initial Sales Actions and total Install Actions is lower than 50 (fifty) installs. The Affiliate will be able to withdraw the commissions after the traffic is renewed.

6.5. All payments are made in U.S. dollars except as otherwise agreed by the parties. Payment will be released if the amount due to the Affiliate is at least US $250. Payment will be carried over from week to week until the amount due to the Affiliate is at least US $250.

6.6. The Affiliate is responsible for providing Clario with the full and accurate details that are required to remit the Affiliate fees and is solely responsible for any delays in payment resulting from its failure to do so.

6.7. In the event of any activity deemed suspicious by Clario, Clario may delay the payment to you by up to 1 (one) calendar month to verify the relevant transactions. Clario reserves the right to recalculate, void, or disqualify any referrals or fees in the event of any fraudulent, deceptive, or otherwise illegal activity.

6.8. Each Party is solely and separately responsible for its own taxes, levies, and duties.

7. License Grant

7.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Program. You agree that all Licensed Materials will remain in the sole property of Clario.

7.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

8. Disclaimer

Clario MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING Clario SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF Clario ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

9. Representations and Warranties

You represent and warrant that:

9.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

9.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

10. Limitations of Liability

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL CLARIO'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

11. Indemnification

You hereby agree to indemnify and hold harmless Clario, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

12. Confidentiality

12.1. We collect and process your data with the sole purpose of executing the present Agreement and of realizing our cooperation as set in the present Program. We respect your data privacy; all the data collected are necessary, relevant and appropriate for the performance of the Program. By filling in your registration data in the application form you provide your consent for the processing of your personal data for the purposes of the present contractual relationship within our Program.

12.2. You have the legal right to access your data at any time as well as the right to raise any reasonable and lawful objections. We do not announce any personal data to any third party other than: i) the data we provide to our partners for the execution and clearing of electronic payments; and ii) to our subcontractors;

12.3. Any data related to the present Program, its policies and guidelines, our market and marketing strategy, the content created to be used, statistics or other commercial data related to the Program and/or the platform, the customers and the overall clientele of the Platform (overall “Confidential Information” are Clario’s own trades secrets and confidential information and should be treated in strict confidence and privacy.

12.4. Information that is not considered as confidential information and trade secrets is information related to the above that:

• - is in the public domain at the time of disclosure or becomes generally known or available by publication, commercial use or otherwise through no fault of Clario;
• - is approved for release by written authorisation of Clario;
• - the information which is disclosed by operation of law.

12.5. Intellectual Property: “Intellectual Property” means trademarks (whether registered or unregistered together with all goodwill in connection thereto), unregistered and registered designs, copyright, database rights, rights in computer software, domain names, rights in Confidential Information and all other intellectual property rights (whether now subsisting or in the future created). All Intellectual Property existing prior to the commencement date of each EIO shall belong to the Participant that owned such rights immediately prior to such date. Each Participant acknowledges and agrees that it shall not acquire or claim any title to the other Participant’s Intellectual Property.

13. Governing Law and Disputes Resolution

13.1. The laws of England and Wales, excluding the laws of conflict, shall exclusively govern all matters with respect to this Agreement, including its execution, validity, performance, interpretation and termination.

13.2. The Parties will seek to resolve by negotiations any disputes which may arise in connection with this Agreement or further agreements resulting therefrom, including any questions regarding its implementation, execution, validity or termination.

13.3. If the Parties fail to agree in negotiations within 30 (thirty) calendar days from the date of their beginning the dispute shall be finally settled by arbitration administered by the International Centre for Dispute Resolution® in accordance with its International Dispute Resolution Procedures, as modified by the ICDR® Online Protocol for Manufacturer/Supplier Disputes then in effect.

14. Miscellaneous

14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Clario. You will have no authority to make or accept any offers or representations on our behalf.

14.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

14.3. Clario may amend this Agreement from time to time. The most current version of the Agreement, which will always be available in your account, will govern our relationship with you. We will try to notify you of material revisions, for example via an email to the email associated with your account. By continuing participation in the Program after those revisions become effective, you agree to be bound by the revised Agreement. You may not amend or waive any provision of this Agreement unless agreed in writing and signed by both parties.

14.4. This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written.

14.5. No publicity release or announcement concerning this Agreement shall be issued by Affiliate without our prior written approval.

14.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

14.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.

If you have any questions concerning this Agreement, please contact affiliates@mackeeper.com

Annex A to the Affiliate Agreement

AFFILIATE MARKETING GUIDELINE

WE PROHIBIT YOU TO USE AND YOU AGREE NOT TO USE:

• Pop ads (pop-under and pop-up advertisements or any other variations);
• Brand-bidding - the use of brand name keywords such as “mac”, “mackeeper”, “mac keeper”, “apple”, “Clario” for promo MacKeeper offer page and/or creatives. At the same time general words (such as “cleanup”, “security”, “optimization”, “data control”, “software”, “utility”, “application”, “macos”, “mac os”, “antivirus”, “macbook”, “clean my mac”, “virus”, “cleaner”, “malware”, “clean”, “imac”, “uninstaller”, “uninstall”) is allowed, but only for referring the users to partner’s comparison website, not an affiliate landing page with a single product.;
• Affiliates are not permitted to bid on brand keywords ("mackeeper") and misspellings. Any variations like "download mackeeper", “mackeeper coupon”, “buy mackeeper” "install mackeeper", "mackeeper review" are also not allowed to bid on;
• Incentives (any incentive practices and other form of promised kick-backs like offering cash for clicking, rebates, etc.);
• Aggressive, scary and misleading creatives;
• Malvertising (injecting malicious ads or links into legitimate ad materials, hidden iframes, drive-by downloads);
• Unauthorized creatives (copies, visuals, or links for your custom ads should be approved by our team before use);
• Pre-landers, fake browser alerts, scam;
• Contextual ads;
• Google Display Network (any promotional activity on the GDN platform), or other search engine provider without prior written consent;
• Spamming (mass email or newsgroup posting, unsolicited commercial email etc.);
• Fraud (cybersquatting or typosquatting, self-referrals, fraudulent transactions etc.);
• Search traffic;
• Adult traffic;
• Tab under;
• "Parked domain“ traffic;
• Bundling;
• Forced redirects, doorway pages;
• The intellectual property of a third-party (any copyright, trademark etc. without that third party's written permission).

All creatives made by your own (banners, pictures for push notifications, etc.) should follow our compliance guidelines and should be always approved by our team before launching and while running ad campaigns.