Affiliate Terms of Service

Purpose and Scope. These Affiliate Terms of Service (“Affiliate Terms”) govern the Affiliate’s access to and use of the Scaleo B2B affiliate marketing Platform. These Affiliate Terms form an integral part of the contractual relationship between the Affiliate and the Provider.

Acceptance and Authority. By registering in the Affiliate role and giving consent to comply with these Affiliate Terms you acknowledge and agree to be bound by these Affiliate Terms. If you are acting on behalf of a legal entity, you hereby represent and warrant that you are duly authorised to act on its behalf and to bind such entity to these Affiliate Terms. In such a case, references to “you” shall refer to that entity.

Applicability. These Affiliate Terms govern the Affiliate’s role and use of the Platform.

Enforceability of Electronic Acceptance. The Parties acknowledge and agree that acceptance of these Affiliate Terms by online “clickwrap” (i.e., clicking an “I Agree” or similar acceptance button) shall constitute a valid and legally binding electronic agreement under applicable Czech law, including Sections 561 and 562 of Act No. 89/2012 Coll., the Civil Code, provided that the terms are presented in a clear and accessible manner and the user is afforded an opportunity to review them prior to acceptance.

Changes to These Affiliate Terms. The Provider reserves the right to amend or update these Affiliate Terms at any time, in particular to reflect changes in law, regulatory requirements, business practices, or the functionality of the Platform. The Provider shall notify the Affiliate of any material amendment by email or through the Platform at least thirty (30) days before the amendment takes effect, unless such notice period is reduced due to legal or operational urgency. If the Affiliate does not accept the amended Affiliate Terms, it may terminate the agreement by providing written notice at least fifteen (15) days before the amendment becomes effective. If no such notice is provided and the Affiliate continues to use the Platform after the effective date, the amended Affiliate Terms shall be deemed accepted.

Privacy Policy. The collection, use, and protection of personal data by the Provider are governed by the Scaleo Marketplace Privacy Policy, available at https://scaleo.ai/privacy-policy (or any successor URL) (“Privacy Policy”). The Privacy Policy is hereby incorporated by reference into these Affiliate Terms and forms an integral part of the agreement between the Affiliate and the Provider. By creating an Account or otherwise using the Platform, the Affiliate confirms that it has read, understood, and accepted the Privacy Policy. If the Affiliate does not agree to the Privacy Policy, it must not use the Platform. The Provider may update the Privacy Policy from time to time in accordance with the change-procedure described in the Privacy Policy itself. Continued use of the Platform after the effective date of an updated Privacy Policy constitutes acceptance of the changes.

Contact us. General support inquiries can be sent to support@scaleo.ai and legal notices or questions can be sent to info@scaleo.ai. The Provider’s official address and identification are provided above for formal communications.

Key features and scope. Upon acceptance of these Affiliate Terms, and acceptance by the Provider of your application to use the Platform, the Provider shall grant you access to the Scaleo Platform and related services to enable the Affiliate to create its offering to Advertisers and to run Affiliate Marketing programs for Advertisers. The Platform is a B2B tool that facilitates the connection between Advertisers and Affiliates and the tracking of Specified Actions. The Provider is not a broker, financial institution, or payment guarantor for any transactions between Advertiser and Affiliates. The Affiliate remains solely responsible for its relationships with Advertisers and must ensure that each Campaign complies with applicable laws, regulations, and Platform policies.

Affiliate Onboarding. Upon successful registration and acceptance as an Affiliate, the Provider shall grant the Affiliate access to the marketplace functionality of the Platform. The Platform enables Affiliates to discover, join, and manage participation in Campaigns offered by Advertisers, as well as to publish their own service offerings, subject to the provisions below. The key functionalities available to Affiliates include the following:

• Marketplace Access. The Affiliate may browse and search for Campaigns made available by Advertisers who have opted into the Platform’s marketplace module. For each Campaign, the Affiliate may access the summary terms as published by the relevant Advertiser, including (without limitation) commission rates, Campaign descriptions, and applicable restrictions or conditions.
• Application and Enrollment. Where required by an Advertiser, the Platform facilitates the Affiliate’s application to join a Campaign. Certain Campaigns may provide for automatic acceptance at the Advertiser’s discretion. Upon approval, the Affiliate shall be deemed enrolled and may commence promotion in accordance with the applicable Service Agreement.
• Tracking and Promotional Materials. Once enrolled in a Campaign, the Affiliate may access unique tracking links, referral codes, and other promotional materials provided by the Advertiser. Such materials are to be used solely for the purposes of promoting the relevant Campaign and must be used in accordance with the Advertiser’s instructions.
• Dashboard and Reporting. The Affiliate shall have access to a personal dashboard enabling real-time monitoring of Campaign performance, including (inter alia) impressions, clicks, conversions, commissions accrued, and any available payout data, subject to what is made available by the respective Advertiser.
• Payment Information Interface. The Platform provides a secure interface for the Affiliate to enter and update payment information (e.g., bank account or e-wallet details). While such information may be stored and displayed for convenience, the disbursement of commission payments shall remain the exclusive responsibility of the respective Advertiser.
• Support Resources. The Provider shall offer general Platform support and access to relevant help documentation for Affiliates. Any questions relating to a specific Campaign, including commission disputes or promotional restrictions, must be addressed directly to the relevant Advertiser.
• Affiliate-Published Services. The Affiliate may, at its sole discretion and responsibility, offer its own services through the Platform by publishing service offerings or promotional posts that are made publicly accessible to other users of the Platform. Such posts must clearly describe the nature of the services offered, applicable pricing, and any relevant conditions. The Affiliate shall remain solely responsible for the legality, accuracy, and fulfillment of any such offerings, including all contractual, tax, and regulatory obligations arising therefrom. The Provider shall not be deemed a party to any contract concluded on the basis of such Affiliate-published content and assumes no liability in connection therewith. The Provider reserves the right to remove or restrict any Affiliate-published content that violates applicable law, these Terms, or the legitimate interests of other Platform users.

Payments. All commissions and monetary obligations between the Advertiser and Affiliate are governed solely by the applicable Service Agreement version between those parties. Any disputes regarding payments, including but not limited to non-payment, incorrect amounts, chargebacks, or late transfers, must be resolved directly between the Advertiser and Affiliate. The Provider is not obligated to mediate or enforce any such claims.

Service Levels and Platform Availability. The Provider shall use commercially reasonable efforts to maintain availability of the Platform and ensure it operates reliably. However, no digital service can guarantee uninterrupted operation. The Platform may experience temporary outages due to:

• Scheduled maintenance. Typically conducted during off-peak hours and communicated in advance;
• Emergency maintenance. Required to address critical bugs or security vulnerabilities, which may occur without prior notice;
• Downtime. Downtime due to circumstances beyond the Provider’s control, such as force majeure or third-party infrastructure issues.

Scheduled maintenance periods will not count as downtime for the purposes of any service obligations.

Updates and Functional Changes. The Provider continually improves the Platform and may deploy updates, bug fixes, enhancements, new features, or remove outdated features from time to time. The Provider reserves the right to change or discontinue any part of the Platform or Services (either temporarily or permanently) at any time, provided that such do not impair the tracking of Specified Actions.

Third-Party Services and Links. The Platform may contain links or integrations to third-party websites or services. These third-party services are not under the Provider’s control, and the Provider is not responsible for the content or performance of any third-party services. Use of third-party services is subject to separate terms and privacy policies between you and the third party.

Advertiser Suspension. Where the Platform marks a Campaign as “Inactive” under the Advertiser TOS, the Affiliate must cease promotion without delay and remove all tracking links within 24 hours. Conversions generated after the Inactive time-stamp are not eligible for commission.

Registration Process. In order to access the Platform as Affiliate, you must complete the registration or sign-up process. Submission of the registration information does not guarantee that you will be granted an Account or access to the Platform. All new accounts are subject to review and approval by the Provider. The Provider reserves the right to approve or reject any registration in its sole discretion. Criteria for approval may include verification of identity and business, compliance with Know-Your-Customer (KYC) and anti-fraud screenings, the nature of business or website, and any past violations or risk factors. Misrepresentation of identity, qualifications, or any other required details is a serious breach of these Affiliate Terms, and may lead to immediate Account suspension.

Know Your Customer (KYC) and Verification. The Provider may at any time request information to verify your identity, business registration, license, ownership, location, tax identification, or to screen for sanctions compliance. By registering, you represent and warrant that: (a) all information submitted is true and that any official documents provided (i.e. extracts, PoA, certificates, licenses, etc.) are genuine and unaltered; (b) neither you nor any of your owners, directors, or affiliates is subject to any trade sanction, embargo, or listed on any denied-party list maintained by the EU, US, or other relevant government; and (c) your use of the Platform will not violate any country’s export control or sanctions laws. The Provider may suspend or terminate the Account of anyone that fails to provide requested verification information or that is found to be in violation of KYC/AML laws or sanctions requirements.

Account Security. Upon successful registration, you will receive login credentials (such as a username and password) for your Account. You are responsible for maintaining the confidentiality and security of your Account credentials and should immediately notify the Provider if you suspect or become aware of any unauthorized use of your Account or any breach of security. You are responsible for all activities conducted through your Account. The Provider may require you to use multi-factor authentication or other security measures for account access, and you agree to follow the Provider’s recommended security procedures.

Accuracy and Updates. You agree to maintain accurate account information and update this information accordingly. This includes keeping your contact information, business name, address, VAT ID (if applicable), and any other profile information up-to-date at all times.

Account Suspension or Termination. The Provider reserves the right to suspend or terminate your Account at any time if, in the Provider’s reasonable opinion:

• You have violated these Affiliate Terms.
• Any information you provided is false or misleading.
• You are engaging in activities that cause or risk causing harm to the Platform’s functionality or security, to other users, or to the Provider’s business (for example, distributing malware, attempting unauthorized access, etc.).
• Required payments to be made under these Affiliate Terms are overdue or payment information is no longer valid.
• It is required for legal compliance (e.g., if mandated by law enforcement or due to sanctions).
• You are or become a direct competitor of the Provider or are using the Platform to build a competing product.

Acceptance of Service Agreement. Each Affiliate is required to have a valid and binding Service Agreement in place with its Advertiser as a condition of participation in the Platform. The standard Service Agreement provided via the Platform shall apply by default and shall be deemed accepted by both parties. The Provider is not a party to, and disclaims any responsibility for, the negotiation, content, validity, or enforcement of any such Service Agreement.

Account Use and Restrictions. Each Account is meant to be used only by the registered Affiliate. You may not sell, rent, or transfer your Account to any other person without the Provider’s prior written consent. You may allow your internal team members to access the Account (for example, creating sub-accounts or user roles under your main account) as permitted by the Platform’s functionality; however, you are responsible for all actions of your team members on the Platform.

Permitted Use of the Platform. The Affiliate is authorised to use the Platform exclusively for the purpose of browsing, applying to, and promoting Campaigns made available by Advertisers through the Platform. The Affiliate shall not use the Platform for any purpose that is unlawful, deceptive, or inconsistent with these Affiliate Terms.

Account Accuracy and Security. The Affiliate is solely responsible for ensuring that all information provided during registration and throughout the use of the Platform is accurate, complete, and up to date. The Affiliate undertakes to maintain the confidentiality and security of its login credentials and shall be liable for any activity conducted through its account.

Compliance with Campaign Guidelines. The Affiliate shall promote Campaigns strictly in accordance with the instructions, restrictions, and creative materials provided by the respective Advertiser. All marketing and promotional content used by the Affiliate must be lawful, accurate, not misleading, and compliant with applicable legislation and the Advertiser’s Campaign-specific guidelines.

Prohibited Fraudulent Practices. The Affiliate shall not engage in any form of fraudulent activity or deception, including (but not limited to) the generation of false leads, self-referrals, fictitious transactions, or artificial inflation of performance metrics through automated tools, bots, scripts, or other means. Cookie stuffing, incentivised actions not expressly permitted by the Advertiser, and impersonation of any Advertiser or authorised representative are strictly prohibited.

Promotional Activities. The Affiliate shall ensure that all promotional activity is conducted in full compliance with applicable laws and regulations, including but not limited to laws governing consumer protection, advertising, data protection, and unfair commercial practices. This includes obtaining valid prior consent (opt-in) from recipients and ensuring that each message contains a clearly identifiable sender and a functional opt-out mechanism.

Content Standards. The Affiliate undertakes to ensure that its marketing and promotional materials do not infringe the intellectual property rights of third parties, including but not limited to trademarks and copyrights. The Affiliate shall not disseminate or promote content that is illegal, defamatory, or otherwise inappropriate, including (without limitation) content related to unlawful gambling, hate speech, or adult content, unless such content is expressly permitted by the applicable Advertiser and the Affiliate holds all necessary authorisations and licences.

Ethical Traffic Generation and Transparency. The Affiliate further undertakes to generate traffic and conversions exclusively through lawful, bona fide, and non-deceptive means. Any practices designed to manipulate, mislead, or misrepresent performance, user intent, or source of traffic are strictly prohibited. The Affiliate must ensure that all communications and content used in the course of its promotional activities include all legally required disclaimers and disclosures, including (as applicable) transparency notices in accordance with relevant legislation or self-regulatory rules (e.g., the obligation to disclose material commercial relationships under EU or national advertising laws).

Consequences of Termination. Upon termination of the Affiliate’s access to the Platform, whether by the Affiliate or by the Provider, the Affiliate’s account shall be closed, and access to Platform functionality will be disabled. The Affiliate shall cease using any materials, assets, or tools that were made available solely during active use. Earned affiliate links may continue to function for a limited period after termination; however, tracking functionality is not guaranteed. The Provider may notify affected Advertisers of the Affiliate’s termination where appropriate.

Representations. The Affiliate undertakes to refrain from any conduct which may be unlawful, misleading, deceptive, or otherwise in breach of these Affiliate Terms, applicable laws, or the rights of third parties. Without prejudice to any other rights of the Provider or Advertisers, the following activities are strictly prohibited and may result in immediate suspension or termination of the Affiliate’s account, removal from Campaigns, and forfeiture of accrued or unpaid commissions:

• The use of misleading or typosquatted domain names;
• Cookie stuffing or similar technologies that force tracking without user action;
• Falsification of traffic sources or user intent;
• Generation of fake leads, conversions, or transactions (including self-referrals);
• Publishing fake testimonials, reviews, or endorsements in breach of Article 7 of Directive 2005/29/EC (Unfair Commercial Practices Directive – “UCPD”).

Unauthorised Advertising Practices. The Affiliate shall not:

• Use trademarks, brand names, or other intellectual property of any Advertiser (or third party) in advertising, paid search, or SEO, unless expressly authorised;
• Bid on keywords containing the Advertiser’s trademarks in advertising platforms (e.g., Google Ads, Bing Ads) without written permission;
• Use the Advertiser’s name or logo in a way that suggests affiliation or endorsement beyond what is expressly permitted.

Spam and Unsolicited Communications. The Affiliate shall not send unsolicited commercial communications by email, SMS, push notifications, or other electronic means without obtaining the recipient’s valid prior consent, in accordance with:

• Directive 2002/58/EC (ePrivacy Directive), as amended;
• The General Data Protection Regulation (Regulation (EU) 2016/679 – “GDPR”).

Any permitted communications must contain a clearly identifiable sender, lawful contact details, a clear and free opt-out mechanism, and required legal disclosures.

Violation of Advertiser Rules. The Affiliate shall not breach any Campaign-specific terms or Advertiser-issued policies, including:

• Prohibited traffic sources (e.g., incentivised, pop-ups, or adware);
• Geo-targeting restrictions (e.g., promoting offers in unauthorised territories);
• Content channel restrictions (e.g., adult content, torrent sites, or social networks not permitted);
• Affiliate sub-networking or re-brokering without written Advertiser approval;
• Brand or keyword restrictions published in the Campaign listing or Service Agreement.

Self-Referral or Artificial Transactions. The Affiliate shall not refer itself (or its agents or representatives) through its own Affiliate links to trigger commissions on purchases, sign-ups, or form submissions made for personal gain. Any attempt to artificially generate commissions through fictitious, coerced, or ineligible actions is strictly prohibited.

Prohibited Content and Channels. The Affiliate shall not distribute or promote Campaigns through websites, media, or channels that:

• Promote illegal activities or contravene EU content moderation standards (e.g., the Digital Services Act);
• Feature hate speech, incitement to violence, or discriminatory content;
• Contain or link to unlicensed gambling, pirated software, or unauthorised streaming;
• Involve the use of malware, spyware, forced downloads, or browser hijacking;
• Enable automatic redirection, pop-unders, or toolbars that manipulate user behavior without consent.

Consumer Manipulation and Dark Patterns. In accordance with emerging EU digital conduct standards (including the Digital Markets Act and Digital Services Act), the Affiliate shall not:

• Use misleading countdown timers, false scarcity claims, or deceptive “limited offer” messages;
• Obscure essential information or use pre-ticked boxes for consents;
• Employ deceptive interface design (“dark patterns”) to mislead or frustrate users from making informed decisions.

Consequences of breach. Any breach of this Section 6 shall be deemed a material breach of these Affiliate Terms and may, at the Provider’s sole discretion, result in:

• Immediate suspension or termination of the Affiliate’s account;
• Blocking of access to any Campaigns;
• Withholding or cancellation of commissions earned in violation of these Terms;
• Notification to affected Advertisers and, if applicable, regulatory authorities.

Role of the Provider. The Affiliate acknowledges and agrees that the Provider acts solely as a neutral technical intermediary in the operation of the Platform. The Provider is not a party to any contractual or commercial arrangement between the Affiliate and any Advertiser and shall not be deemed to act as an agent, joint venture partner, fiduciary, or employer of either the Affiliate or the Advertiser.

Disclaimer of Responsibility. The Provider does not exercise control over, and shall not be held responsible or liable for, the conduct, performance, or obligations of any Advertiser or Affiliate in connection with any Campaign. In particular, the Provider does not warrant or guarantee the content, availability, accuracy, or results of any Campaign made available through the Platform.

Relationship Between Affiliate and Advertiser. Each Affiliate enters into a direct contractual relationship with the relevant Advertiser upon joining a Campaign. Such a relationship is governed by the Service Agreement associated with the respective Campaign, unless expressly agreed otherwise in writing between the Affiliate and the Advertiser. By accepting any Campaign via the Platform, the Affiliate consents to be bound by the terms published for that Campaign on the Platform, unless a separate agreement has been duly negotiated and concluded.

Non-Use and Non-Disclosure. Each party agrees to treat the other party’s Confidential Information, as defined in Section 2.5, as confidential and to protect it from unauthorised use or disclosure using at least a reasonable standard of care, consistent with customary practice in the digital services sector. For clarity, all data and materials stored or accessed by the Affiliate on or through the Platform, including but not limited to Campaign settings, performance data, partner lists, and tracking configurations, are considered that Affiliate’s Confidential Information, subject to any rights of the Provider set out in these Affiliate Terms. Each party agrees not to disclose the other party’s Confidential Information to third parties or use it for any purpose outside the normal operation of the Platform, except as required by law or with the disclosing party’s consent. Reasonable technical and organisational safeguards should be used to prevent unauthorised disclosure. Confidentiality obligations do not apply to information that is publicly available, independently developed without use of the disclosing party’s information, or lawfully obtained from a third party without restriction.

Permitted Disclosures. Despite the above, the Provider is permitted to:

• access, store, and process the Affiliate’s data for the purpose of operating, maintaining, securing, and improving the Platform;
• use anonymised or aggregated data derived from Affiliate activity for statistical, benchmarking, or service improvement purposes, provided no individual or personal data is identifiable.

Ownership of the Platform. The Platform, including all software, code, technology, algorithms, user interface designs, know-how, databases, and documentation, as well as the “Scaleo” name and logo and any related trademarks, are the exclusive intellectual property of the Provider. By using the Services, you do not acquire any ownership or title to the Platform or any of the Provider’s intellectual property. All rights not expressly granted to the Affiliate in these Affiliate Terms are reserved by the Provider. The Provider’s intellectual property is protected by copyright, trade secret, trademark, patent (where applicable), and other laws. You shall not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices on the Platform or output of the Services.

License to Use. The Platform is provided as a service on a subscription or access basis – it is not “sold”. Subject to your compliance with these Affiliate Terms, the Provider grants you a limited, non-exclusive, non-transferable, non-sublicensable revocable license to access and use the Platform during the term of the agreement under these Affiliate Terms solely for your internal business purposes in connection with Affiliate Marketing. This license allows you to use the Platform’s features to run Affiliate Campaigns for Advertisers (e.g., discovering new Advertisers, offering your services).

Restrictions on Use of Platform IP. Except as expressly permitted by these Affiliate Terms or by law, you shall not:

• Copy, reproduce, distribute, or create derivative works of any part of the Platform or its software;
• Modify, adapt, or hack the Platform, or attempt to gain unauthorized access to the Platform or its related systems;
• Reverse engineer, decompile, or otherwise attempt to extract the source code of the Platform, except to the limited extent such actions are expressly permitted by applicable law despite a contractual prohibition (in which case, you shall first request the Provider to provide necessary information and wait at least 30 days for a response);
• Use any automated system (like a “robot” or “spider”) to access the Platform for scraping or data mining (except as permitted by an API);
• Remove or alter any branding, logos, or legal notices on the Platform;
• Use the Provider’s name, trademarks, logos, or other intellectual property in any way.

Your Content and Data. As an Affiliate, you may input or upload data, content, or materials into the Platform in the course of using the Services (for example: offered services descriptions, creative assets, performance data, etc.). You retain all rights and ownership to your own content and data that you upload to the Platform, subject to the Provider’s rights to use that data to provide the Services. By using the Platform, you grant the Provider a non-exclusive, worldwide, royalty-free license during the existence of your Account to use, process, transmit, and display your content and data only as necessary to provide the Services to you and to fulfill the Provider’s obligations (including for backup, troubleshooting, or as otherwise required by law or permitted by our Privacy Policy). The Provider will not use your content for marketing or other purposes without your consent, except that:

• The Provider may use aggregate and anonymized data derived from your usage (combined with other users’ data) to improve the Platform or for industry analytics. Such aggregated data will not identify you or any individual and is not considered Confidential Information;
• Any personal data in your content will be processed per Section 11 (Data Protection) and the Data Processing Agreement if applicable.

Feedback and Suggestions. We appreciate feedback on our Services. If you, as Affiliate, provide the Provider with any Suggestions, you acknowledge that such Suggestions are non-confidential and you grant the Provider an unrestricted, perpetual, irrevocable, sublicensable, transferable, worldwide, royalty-free license to use and incorporate those Suggestions in any manner, without any obligation of attribution or compensation to you. To the extent possible under applicable law, you also waive any moral rights you may have in the Suggestions.

Business References. Unless you expressly refuse, the Provider may identify you (if you are an Affiliate) as a customer for promotional purposes. Specifically, you grant the Provider permission to use your company name and logo as a reference on the Website and marketing materials, solely to indicate that you are an Affiliate of the Platform. This includes listing your name/logo alongside other customers and a factual statement of the general nature of services provided (e.g., “XYZ uses Scaleo to manage its affiliate program”). This permission is royalty-free, worldwide, and for the duration of the agreement under these Affiliate Terms (and a reasonable time thereafter, e.g., to use in a printed brochure until exhausted). If you do not wish to be included as a reference, you can notify the Provider in writing (email to support or legal) at any time, and the Provider will remove your name/logo in future materials (with a reasonable grace period).

Term. These Affiliate Terms shall remain in effect for the duration of the Affiliate’s active account. The Parties acknowledge and agree that electronic acceptance of these Affiliate Terms shall have the same legal effect as a signed written contract under Czech law.

Termination for Changes to Affiliate Terms. If the Provider amends these Affiliate Terms in a way that materially affects the rights or obligations of the Affiliate (and not simply to comply with law or minor edits), Affiliates have the right to reject the changes. In such a case, the Affiliate must notify the Provider in writing (including by email) of the rejection within 30 days of being informed of the new Affiliate Terms.

Termination for Breach. Either party may terminate these Affiliate Terms immediately if the other commits a material breach. The Provider may suspend immediately and without notice if the Affiliate engages in fraud, breaches Section 6 of these Affiliate Terms, threatens the Platform’s integrity, or fails to pay amounts due.

Termination for Insolvency or Legal Status. Either party may terminate these Affiliate Terms immediately by written notice if the other party: (i) becomes insolvent or is generally unable to pay its debts as they become due; (ii) files or has filed against it a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, which in the case of an involuntary petition is not dismissed within 60 days; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or consents to the appointment of a receiver, trustee, or similar agent for a substantial part of its assets or business. Additionally, the Provider may terminate the Affiliate Terms if the Affiliate’s legal entity is dissolved or undergoes liquidation (except for corporate restructuring or merger where the successor assumes the Affiliate Terms).

Effects of Termination. Upon expiration or termination of the Affiliate Terms:

• Cease of Access. The Affiliate’s rights to access or use the Platform will cease. The Provider will disable the Affiliate’s login credentials.
• Continuing Clauses. Notwithstanding the termination for any reason, those provisions which by their nature are intended to survive such termination shall remain valid and effective. In particular (but not limited to), the provisions concerning: confidentiality and the handling of confidential information; personal data protection and processing; intellectual property rights; indemnification; limitations of liability; representations and warranties; and payment obligations incurred prior to termination shall remain in force. These provisions shall continue to bind the parties even after the termination of the Affiliate Terms, in accordance with their terms.

No Refund on Breach Termination. If this agreement is terminated by the Provider due to your breach or violation of these Affiliate Terms, you are not entitled to any refund or compensation for any remaining subscription period or unused services.

Termination Not Exclusive Remedy. Termination of the agreement as provided above is not an exclusive remedy and the exercise by either party of any remedy (including termination) shall be without prejudice to any other remedies it may have under this agreement, by law, or otherwise.

Service Agreement termination. Termination of any agreement between Affiliate and Advertiser will not affect these Affiliate Terms’ validity and effectiveness.

Visibility of Affiliate Data to Advertisers. The Affiliate acknowledges and agrees that certain personal data concerning the Affiliate (such as name, contact details, and performance-related information) shall be made accessible to the Advertiser(s) whose Campaigns the Affiliate joins via the Platform. This data is required by Advertisers for the purpose of managing their affiliate relationships, including tracking conversions, administering commissions, and ensuring compliance with Campaign-specific terms. Each Advertiser shall act as an independent data controller in respect of any personal data it receives through the Platform or otherwise processes for its own purposes. The Provider shall not be held responsible for any further processing of personal data carried out by Advertisers outside the scope of the Platform. The Affiliate is advised to review any applicable privacy notices issued by Advertisers whose Campaigns it participates in. In the event the Affiliate has concerns regarding the handling of personal data by a specific Advertiser, the Affiliate should address such concerns directly with that Advertiser, or alternatively contact the Provider for clarification regarding data flows and roles on the Platform.

Compliance with Applicable Data Protection Laws. The Affiliate undertakes to comply with all applicable data protection legislation, including but not limited to GDPR. To the extent the Affiliate collects, stores, or otherwise processes any personal data (e.g., names, email addresses, IP addresses of end-users) in connection with its promotional activities, such processing must:

• Be based on a valid legal ground (such as consent, contractual necessity, or legitimate interest);
• Be strictly limited to what is necessary for the fulfilment of legitimate Campaign-related purposes;
• Comply with all transparency, information, and data subject rights obligations imposed by applicable law.

Processing by the Provider. The Platform may collect and process personal and business information relating to the Affiliate (including, without limitation, name, company registration number, tax identification number, address, and contact details) for the purpose of operating the Affiliate’s account and delivering Platform services. Such processing shall be carried out by the Provider as an independent data controller, in accordance with the Platform’s Privacy Policy as amended from time to time. The Affiliate consents to the Provider’s processing of such data for:

• User account creation and administration;
• Compliance with legal obligations (e.g., tax, AML);
• Platform performance analytics and service improvement;
• Customer and technical support.

Processing on Behalf of Advertisers (Data Processor Role). In cases where the Affiliate processes personal data on behalf of an Advertiser (for example, by collecting or transmitting end-user data to the Advertiser in connection with a Campaign), the Affiliate shall be deemed to act as a data processor within the meaning of Article 28 GDPR. In such cases, the Affiliate:

• Shall only process personal data on the documented instructions of the relevant Advertiser (data controller);
• Shall implement appropriate technical and organisational measures to ensure the security and confidentiality of the personal data processed;
• Shall assist the Advertiser in fulfilling its data protection obligations, including with respect to data subject rights, breach notification, and recordkeeping;
• Shall enter into a separate data processing agreement if so requested by the Advertiser.

The Affiliate shall be liable for any unauthorised or non-compliant processing of personal data, and shall indemnify the Provider against any loss, liability, or regulatory sanction resulting therefrom.

Controller’s role. The Affiliate shall act as a data controller with respect to any personal data collected by the Affiliate through the Platform outside its processing activities within a Campaign.

No Warranty. The Provider disclaims all warranties and representations not expressly stated in these Affiliate Terms, to the maximum extent permitted by law. The Platform and Services are provided on an “as is” and “as available” basis. Use is at your own risk. The Provider does not guarantee that the Services will be uninterrupted, error-free, or completely secure. The Provider does not make any guarantee regarding results you may achieve (e.g., number of sales, that an Advertiser will order, or that Affiliates will perform well), or that the Platform will meet all of your requirements. To the fullest extent permitted by applicable law, the Provider expressly disclaims any implied warranties, terms or conditions of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, title, and any warranties arising from trade usage, course of dealing, or course of performance. The Provider also disclaims any warranty that the Services will be free of viruses or other harmful components, or that any data will be secure or not otherwise lost or altered.

Responsibilities Acknowledgment. You understand and agree that the Provider is not an insurer or guarantor of your success. Affiliates are responsible for vetting the programs they join and ensuring their marketing practices comply with the law.

Third-Party Content and Interactions. The Provider makes no warranties regarding any third-party content, information, or services obtained through the Platform, including any content provided by or about other users. For example, the Provider does not warrant that an Advertiser’s posted description of its affiliate program is accurate or complete, or that an Affiliate’s promotional content will not infringe. Those are matters outside the Provider’s control.

Non-involvement. Any disputes you have with another Advertiser or Affiliate are solely between you and that party, and you release the Provider from any claims, liability and damages arising out of any such disputes.

Limitation of Liability. Except for indemnification obligations or a breach of confidentiality or data protection (which are addressed separately):

• Neither party will be liable to the other for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for any loss of profits, revenue, goodwill, business opportunity, or anticipated savings, or loss or corruption of data, even if advised of the possibility of such damages and even if a remedy fails of its essential purpose. This exclusion applies to all causes of action, whether in contract, tort (including negligence), strict liability or any other theory;
• The Provider’s total cumulative liability to you (and your affiliates) for all claims arising out of or relating to this agreement or the use of the Services shall not exceed the total amount of fees actually paid (or payable) by you to the Provider under this agreement in the twelve (12) months immediately preceding the event giving rise to liability, or EUR 100 whichever is higher. This limitation is aggregate for all claims; multiple claims will not enlarge the cap;
• Nothing in these Affiliate Terms shall limit or exclude either party’s liability for: (i) death or personal injury caused by its negligence or willful misconduct; (ii) gross negligence or willful misconduct; (iii) fraud or fraudulent misrepresentation; or (iv) any other liability which cannot be limited or excluded by applicable law.

Process of Indemnification. The Affiliate agrees to indemnify and hold harmless the Provider, its affiliates, and their respective officers, directors, employees, and agents, from and against any third-party claims, demands, suits, or proceedings (“Claims”), and related liabilities, damages, penalties, and reasonable costs (including external legal fees), solely to the extent such Claims arise from:

• the Affiliate’s breach of any obligation, representation, or warranty under these Affiliate Terms;
• any promotional content or marketing practice used by the Affiliate in connection with a Campaign, where such content was not provided or pre-approved by the Provider, including (without limitation) claims of intellectual property infringement, unlawful advertising, or deceptive conduct;
• the Affiliate’s failure to comply with applicable laws or regulations in any jurisdiction where the Affiliate conducts promotional activity, including consumer protection, privacy, or advertising law.

Exceptions. This indemnity shall not apply to the extent any Claim arises as a direct result of the Provider’s own breach of contract, gross negligence, or wilful misconduct. The indemnified party shall promptly notify the indemnifying party of any Claim. A delay in notification shall only relieve the indemnifying party of its obligations under this Section 12 where it has caused material prejudice to the defence. The indemnifying party shall have the right to assume and control the defence and settlement of the Claim, provided that any settlement involving material non-monetary obligations or admissions of liability on the part of the indemnified party shall be subject to the indemnified party’s prior written consent, such consent not to be unreasonably withheld or delayed. The indemnified party shall cooperate reasonably in the defence of the Claim, at the indemnifying party’s cost.

Governing Law. These Affiliate Terms, and any disputes arising out of or related to them, shall be governed in all respects by the laws of the Czech Republic, without regard to its conflict of law principles that would result in the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Affiliate Terms.

Jurisdiction and Venue. The parties agree that any disputes or claims arising out of the Affiliate Terms shall be subject to the exclusive jurisdiction of the courts with jurisdiction over the Provider’s registered office (Prague, Czech Republic), which shall be the proper forum. Each party irrevocably consents to the personal jurisdiction of these courts and waives any objection (including any objection based on inconvenient forum) to the bringing of any such action in such jurisdiction. For the avoidance of doubt, disputes solely between Advertiser and Affiliate will follow the governing-law clause of the Service Agreement.

Notices. Written notices required or permitted under these Affiliate Terms shall be given in writing and delivered to the respective addresses or contact emails of the parties. The Provider’s official notice address is its registered office (see Introduction) and/or info@scaleo.ai for electronic notices. Your notice address is the email or mailing address you provided upon registration, or any updated address you provide via your account. Notices shall be deemed given:

• If sent by email, on the date the email is transmitted to the proper address and no bounce or error message is received (with a copy saved showing date/time of sending);
• If delivered by hand or by courier, upon delivery;
• If sent by registered or certified mail (return receipt requested), on the date of receipt as confirmed by postal records.

For routine operational communications (like support or system updates), the Provider may send communications via the Platform interface or to any email on record for your Account. Those operational communications are not formal legal notices but are binding for day-to-day matters.

Assignment. You may not assign or transfer this agreement (in whole or in part), nor delegate any obligations, to any third party without the prior written consent of the Provider. Any attempted assignment in violation of the foregoing shall be null and void. The Provider may assign or transfer this agreement freely to (i) an affiliate, (ii) an acquirer of its business or assets, or (iii) a successor by merger. This agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. There are no third-party beneficiaries to this agreement, except as explicitly provided (for example, indemnified parties). In the event of a permitted assignment by you (with consent), you must ensure the assignee agrees in writing to be bound by all terms of these Affiliate Terms.

Force Majeure. Neither party shall be liable for any delay or failure in performance (excluding payment obligations) due to causes beyond its reasonable control, such as natural disasters, pandemics, war, terrorism, civil disturbances, governmental actions, labor disputes, internet or utility failures, or other force majeure events. However, the affected party must promptly notify the other of the event, and make reasonable efforts to mitigate its effects and resume performance. If a force majeure event continues for more than thirty (30) days, either party may terminate these Affiliate Terms upon written notice to the other without further liability (other than refund of any prepaid fees for periods after termination, in the case of an Affiliate termination).

Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral, relating to the subject matter.

Severability. If any provision of these Affiliate Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be severed to the minimum extent necessary so that the agreement can otherwise remain in effect. The remaining provisions of these Affiliate Terms will remain valid and enforceable. If a severed provision is essential to the Affiliate Terms and its removal would fundamentally alter the obligations of the parties, the parties shall negotiate in good faith to amend the agreement to give effect to the original intent as nearly as possible.

Relationship of the Parties. The parties are independent contractors. Nothing in this agreement is intended to or shall create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has authority to contract or bind the other in any way. Advertisers and Affiliates also each act in their own capacity and not as subcontractors or agents of the Provider. The Provider provides a platform; users collaborate or transact directly with each other at their own risk and responsibility.

Export Compliance. The Services and Platform may be subject to export control and sanctions laws. You agree to comply with all export and re-export restrictions and regulations (including U.S. Export Administration Regulations, EU export controls, and similar laws) that may apply. You represent that you are not named on any government denied-party list, and you shall not permit users from any U.S.-embargoed or EU/UN-sanctioned countries (currently e.g., Cuba, North Korea, Syria, Iran, and the region of Crimea) to access or use the Services without appropriate authorization.

Language. This agreement is drafted in the English language, which the parties agree is the official language and controlling in all respects. Any translations (if provided) are for convenience only. All communications and notices shall be in English unless otherwise required by law. If there is a version of these Affiliate Terms in another language and a dispute arises over interpretation, the English version shall govern.