PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the “Affiliate”) and us (“Sozialens”). It describes how we will work together and other aspects of our business relationship. It is a legal document, so some of the language is necessarily “terminology specific,” but we have tried to make it as easy to understand as possible.

The Marketing Affiliate Program Agreement applies to your participation in our Marketing Affiliate Program (the “Affiliate Program”). Given the importance of these terms, you cannot participate in our Affiliate Program unless you agree to them.

We periodically update these terms. We may also choose to replace them in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms, we will let you know by electronic means, which may include an in-app notification or by email. If you do not agree to the update or change, you may choose to terminate as described below.

Definitions

"Sozialens Affiliate" means a company owned, operated, or controlled by Sozialens.

"Affiliate Program" means our affiliate program as described in this Agreement.

"Affiliate Lead" or “Affiliate Lead” means a potential customer who clicks on the Affiliate Link we have made available to you through the Affiliate Tool.

"Affiliate Link" means the unique tracking link you place on your website or promote through other channels.

"Affiliate Policies" means the policies applicable to affiliates that we may make available to you from time to time.

"Affiliate Tool" means the tool we make available to you once you accept it into the Affiliate Program and that you may use to participate in the Affiliate Program.

"Agreement" means this Affiliate Program Agreement and all materials referred to or linked herein.

"Commission" means an amount described on the Program Policies Page for each Customer Transaction.

"Customer" means the actual, authorized user of Sozialens Products who has purchased Sozialens Products after being a Potential Affiliate Customer.

"Customer Transaction" or “Transaction” means those transactions made by Potential Affiliate Customers who are eligible for Commission pursuant to the "Customer Transactions" section of this Agreement.

"Customer Data" means all information that Customer submits or collects through Sozialens Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through Sozialens Products.

"Sozialens Content" means all information, data, text, messages, software, sound, music, video, photographs, graphics, images and tags that we incorporate into our services.

"Sozialens Products" means both the Subscription Service and Other Products.

“Program Policy Page” means the home page: https://sozialens.com/partners/affiliates/affiliate-program-policy where we will provide all updated guidelines and policies for the Affiliate Program.

“Other Products” means those products and services we offer, which are not included in the Subscription Service (as detailed below); and for the purposes of this Agreement, Other Products include all of our influencer software, legacy products, and marketing products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

“Subscription Service” means the products we make available within the Sozialens Platform which is web-based and is subscribed to, developed, operated and maintained by us, accessible through https://sozialens.com/ or another designated URL. For the purposes of this Agreement, the Subscription Service does not include our legacy products, any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

"We", "us", "our" and "Sozialens" means Sozialens, S.L.

"You" and "Affiliate" means the party, other than Sozialens, that enters into this Agreement and participates in the Affiliate Program.

Non-exclusivity

This Agreement does not create an exclusive agreement between you and us. You and we will each have the right to recommend similar third party products and services and to work with others in connection with the design, sale, installation, implementation, and use of similar third party products and services.

Affiliate Acceptance

Once you complete the application to become an Affiliate, we will review your application and notify you whether or not you have been accepted to participate in the Affiliate Program. Before accepting your application, we may wish to review it with you, so that we can contact you and obtain more information. We may require you to complete certain requirements or certifications before accepting your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days of your application, your application will be deemed rejected.

If you are accepted to participate in the Affiliate Program, after notification of acceptance, the terms and conditions of this Agreement will apply in full force and effect, until terminated, in accordance with the terms set forth below. In addition, you will be required to complete the enrollment criteria set forth on the Program Policies Page, if applicable. Failure to meet any enrollment criteria within thirty (30) days of your acceptance will result in immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.

Your acceptance and participation in the Affiliate Program does not mean that you will be accepted into any of our Sozialens Partner Programs, including our Sozialens Solutions Partner Program, Reseller Program, or our Agency Partner Program. To participate in these programs, you will be required to apply in accordance with the applicable application procedure.

You will comply with the terms and conditions of this Agreement at all times, including the applicable Program Policies.

Customer Transactions

• Affiliate Program Limits. Each accepted Affiliate Lead will expire in accordance with the information provided on the Program Policies Page from the date the Affiliate Lead clicked on the Affiliate Link made available by you. We will pay you a Commission for each new Customer who completes a Transaction after clicking on an Affiliate Link made available by you, provided that you remain eligible to receive Commission under the terms of this Agreement. The start of the Customer’s subscription is determined by the date of the Customer’s first purchase of the Subscription Service and you will receive a Commission payment only for that Customer’s Transaction, regardless of any additional purchases made by that customer during their Subscription Service. For example, if the customer’s initial transaction is for an Sozialens platform user, and that same customer makes a subsequent transaction for an additional Sozialens platform user for the same subscription, the affiliate will receive a Commission for the initial user purchased only. Affiliate shall not be entitled to receive a Commission on additional purchases of Sozialens Products by that same Customer.
• Eligibility. To be eligible for Commission (i) the Affiliate Lead must be accepted and valid in accordance with the 'Acceptance and Validity' section, (ii) a Customer Transaction must have occurred (iii) the Customer must remain a customer for sixty (60) days. All transactions must occur on the sozialens.com domain. Any transactions occurring on international domains (.fr, .jp, .de, etc.) will not be eligible for Commission. You are not eligible to receive our Commission or any other transaction-based compensation for Other Products or if: (i) such compensation is disallowed or limited by national or local law or regulation in the European Union or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or Sozialens Affiliates; (iii) Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained through fraudulent means, misuse of the Affiliate Link, in violation of the Affiliate Program Policies we make available to you, misuse of the Affiliate Tool, or by any other means we deem to violate the spirit of the Affiliate Program, or (v) Customer participates in any of our partner programs, including our Agency Partner Program, Reseller Program, or Influencer Solutions Partner Program and is eligible to receive a commission in connection with Customer’s transaction in any of these programs. If at any time you are eligible to receive a revenue share payment under the Influencer Solutions Partner Program Agreement, Reseller Program Agreement, or Agency Partner Program Agreement, the amount of the payment will not change based on your participation in the Affiliate Program. For example, you will not be eligible to receive the Commission set forth in this Agreement on any Partner Transaction that was completed while you were participating as a Partner in the Reseller Program (as defined in the Reseller Program Agreement). In competitive situations with other affiliates, we may choose to provide the Commission to the affiliate that we believe to be the most eligible for the Commission, at our discretion. We may suspend Commission payments if any of the eligibility criteria set forth in this subsection are not met at any time. Purchases through Sozialens for Startups or Sozialens for Entrepreneurs are not eligible for Commission payments.
• Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transaction that is derived from Affiliate Customers generated by the Affiliate Link that we make available to you and that Sozialens accepts. An Affiliate Lead will be deemed valid and accepted if, in our reasonable determination: (i) he or she is a new potential customer of ours, and (ii) he or she is not, at the time of submission or sixty (60) days prior, one of our pre-existing potential customers, or involved in our sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Customer at our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within the time period outlined on the program policies page with his or her first click on the Affiliate Link, he or she will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after such time period has expired. An Affiliate LeadAffiliate Lead is not considered valid if your first click on the Affiliate Link occurs after this Agreement has expired or terminated. Engagement with Prospects. Once we have received the Affiliate Lead information, we may choose to engage directly with the lead, regardless of whether the Affiliate Lead is valid or not. If an Affiliate Lead is invalid, we may choose to keep the lead in our database and we may choose to engage with such Affiliate Lead. Any engagement between Sozialens and an Affiliate Lead will be at Sozialens discretion.
• Commission and Payment. Requirements for Payment; In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps required to create your account in the Affiliate Tool in accordance with our instructions, (iii) have a valid and current PayPal account and updated the Affiliate Tool with such account, (iv) completed any and all tax documents required for Sozialens to process payments owed to you.
• Notwithstanding the foregoing or to the contrary in this Agreement, if any of the requirements set forth in Section 4(a)(i-iv) remain outstanding for six (6) months immediately following the close of a Customer Transaction, your right to receive the Commission arising from any and all Customer Transactions with the associated Customer will be forever lost (each, a "Lost Transaction"). We will have no obligation to pay you the Commission associated with a Lost Transaction. Once you meet all of the requirements in Section 5(a)(i-iv), then you will be eligible to receive a Commission on Customer Transactions, so long as these Customer Transactions do not involve the same Customer associated with a Losing Transaction.
• Commission Payment. Sozialens, or an Sozialens Affiliate, will pay the Commission amount owed to you within forty-five (45) days after the end of each fiscal quarter for any Commission amount for which you are eligible in accordance with the Eligibility section above. We will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission Payment or other similar referral fee on a given Customer Transaction (unless we decide otherwise in our discretion). You are responsible for payment of all applicable Commission taxes. All amounts payable by us are subject to offset by us against any amounts you owe us. Commission Amounts. We reserve the right to alter or change the Commission amount. We will post all information regarding the Commission amount on the Affiliate Program Policies Page.

Training and support

Affiliate Training and Support. We may make available to you, free of charge, various webinars and other resources available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications that we recommend to you and that we may make available to you from time to time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.

Trademarks

You grant us a non-exclusive, non-transferable, royalty-free right to use and display your trademarks, service marks, and logos ("Affiliate Marks") in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Tool, you may use our trademark provided that you comply with the usage requirements of this section. You must: (i) use only the images of our trademark that we make available to you, without altering them in any way; (ii) only use our marks in connection with the Affiliate Program and this Agreement; and (iii) immediately comply if we ask you to cease your use. You must not: (i) use our trademark in a misleading or derogatory manner; (ii) use our trademark in a manner that implies that we endorse, sponsor, or approve your services or products; or (iii) use our trademark in violation of applicable law or in connection with obscene, indecent, or unlawful subject matter or material.

Intellectual and industrial property rights

Sozialens Proprietary Rights. This Agreement does not grant any license to any Sozialens software or products. Sozialens Products are protected by intellectual property laws. Sozialens Products are owned and operated by us or our licensors (if applicable). We retain all ownership rights in the Sozialens Products. You agree not to copy, rent, lease, sell, distribute or create derivative works based on the Sozialens Content, or the Sozialens Products in whole or in part, by any means, except as expressly authorized in writing by us. Sozialens, the Sozialens design, logos and other marks we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise provided in this Agreement.

Feedback and Suggestions. We encourage all customers, affiliates and partners to comment on the Sozialens Products, provide suggestions for improvement and vote on suggestions they like. You agree that all such feedback and suggestions shall be non-confidential and that we have all rights to use and incorporate them into the Sozialens Products, without any compensation or consideration to you.

Customer Proprietary Rights. As between you and Customer, Customer reserves the right to access and use the Customer portal associated with the Sozialens Products. For the avoidance of doubt, Customer shall own and retain all rights in the Customer Data.

Confidentiality

As used herein, “Confidential Information” means all confidential information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) information about Sozialens customers and prospects, whether or not designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Disclosing Party’s Confidential Information using the same degree of protection it uses with its own confidential information, and in no event shall the degree of protection be less than reasonable or standard protection, (ii) not use any of the Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement, (iii) not disclose the Disclosing Party’s Confidential Information to any third party, and (iv) limit access to the Disclosing Party’s Confidential Information to its employees, contractors, and agents. The Receiving Party may disclose the Disclosing Party’s Confidential Information if required to do so by any state or local law, statute, rule or regulation, subpoena, or legal process.

Unsubscribe and opt out of communications

You will promptly honor all opt-out, unsubscribe, "do not call" and "do not send" requests. During the term of this Agreement, you will establish and maintain appropriate systems and procedures to effectuate all opt-out, unsubscribe, "do not call" and "do not send" requests.

Duration and Termination

Terms. This Agreement will apply while you participate in the Affiliate Program, until terminated.

Termination without Cause. Either you or we may terminate this Agreement upon fifteen (15) days written notice to the other party.

Termination for Changes to Agreement. If we update or replace the terms of this Agreement, you may terminate this Agreement upon five (5) days written notice, provided that you send us written notice within ten (10) days of the date we send you notice of the change.

Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days' notice of material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days' notice upon non-payment of any amounts owed to us if such amounts remain unpaid at the expiration of such period, (iii) immediately, if you are the subject of a petition for bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or insolvency proceedings, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you fail to meet your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a manner that has or may adversely reflect upon or affect us, our prospects or our customers.

Effects of Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us, (ii) by you with cause, (iii) by you in accordance with the 'Termination for Changes to Agreement' section, will not affect our obligation to pay you the Commission, provided that the related payment for the Customer Transaction is acknowledged by us within thirty (30) days of the date of such termination or expiration and provided that you will not be entitled to the Commission payment under this Agreement if you are eligible to receive a revenue-share payment under the Influencer Solutions Program Agreement, Reseller Program Agreement, or Partner Agency Program Agreement. We will not pay you fees for Customer Transactions that we acknowledge after thirty (30) days after the termination or expiration date set forth above. Provided, however, that in the event of termination without cause by you or by us, our obligation to pay and your right to receive any Commissions will terminate on the date of such termination, regardless of whether you had been eligible to receive Commissions prior to the termination date. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after the expiration or termination of this Agreement. Upon termination or expiration, you will discontinue use of and delete the Affiliate Tool we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain you in our database and engage with that Lead.

Upon termination or expiration, you will immediately discontinue use of our trademark and references to this Affiliate Program from your website(s) and other channels. For the avoidance of doubt, termination or expiration of this Agreement will not result in termination of the Customer's subscription agreement.

Affiliate Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and provide Sozialens with Affiliate Leads or Prospects for our use in sales and marketing or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or commitments; and (iii) you own or have sufficient rights to grant us our right to use the Affiliate Marks.

You further represent and warrant that: (i) you will ensure that you comply with any business or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating that you are an Sozialens Affiliate on any website you own where you post an available affiliate link); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate affiliate opportunities; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that may be deemed to compete with Sozialens own advertising, including, but not limited to, our branded keywords; (iv) you will not engage in or use cookie stuffing or pop-ups, fake or misleading links which are strictly prohibited; (v) you will not attempt to mask the information of the URL you refer to; (vi) you will not use your own Affiliate Link to purchase Sozialens products for yourself.

Compensation

You will indemnify, defend, and hold us harmless, at your expense, from and against any third party claim, demand, action, or proceeding (the “Action”) brought against us (and our officers or partners, directors, employees, agents, suppliers, licensors, and affiliates) by a third party not affiliated with us to the extent such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided to us, (c) your material or non-material breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days after we become aware of any such Claim; give you sole control of the defense or settlement of such Claim; and provide you (at your expense) with all information and assistance reasonably requested by you to manage the defense or settlement of the Claim. You will not agree to any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnities or imposes restrictions on us without our prior written consent.

Disclaimer; Limitations of Liability

Limitation of Liability and Warranties. WE, OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SOZIALENS PRODUCTS, SOZIALENS CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE TOOL. THE APPLICATION PROGRAMMING INTERFACES (APIs) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SOZIALENS PRODUCTS AND THE AFFILIATE TOOL ARE PROVIDED “AS IS” AT ALL TIMES, WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH RESPECT TO THE SOZIALENS PRODUCTS AND THE AFFILIATE TOOL, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

No indirect damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

Limitation of Liability. NOTWITHSTANDING OTHER TERMS OF THIS AGREEMENT, IF WE ARE FOUND TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR TOTAL AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL AMOUNTS OF COMMISSION YOU HAVE ACTUALLY EARNED FOR RELATED CLIENTS IN THE TWELVE MONTH PERIOD PRIOR TO THE EVENT OF LIABILITY GENERATING A CLAIM.

Test Portal. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE TEST PORTAL YOU USE. WE DO NOT PROMISE TO MAKE A TEST PORTAL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR SOLE DISCRETION.

Cookie Duration. COOKIES USED AS PART OF THIS AFFILIATE PROGRAM HAVE A DURATION OF 60 DAYS. IF A PROSPECTIVE CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, SOZIALENS WILL NOT BE LIABLE FOR ANY COMMISSION THAT MAY HAVE BEEN EARNED FOR YOU.

No solicitation

You agree not to intentionally offer employment to any of our employees or freelancers during the term of this Agreement and for a period of twelve (12) months after the termination or expiration of this Agreement. You and we both acknowledge that (i) any newspaper or other public solicitation not specifically directed to such person shall not be considered an offer for purposes of this provision, and (ii) this provision is not intended to limit the mobility of our employees or freelancers.

General

Modifications. We may update and change any part or all of this Agreement, including replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you through the Affiliate Tool and we will let you know by email. The updated Agreement will become effective and binding on the next business day after we notify you. When we change this Agreement, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you do not agree to the update, change or replacement, you may choose to terminate the Agreement as described above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

Applicable Law. This Agreement shall be governed by Spanish laws, without regard to the conflict of laws provisions thereof. In the event that either of us brings an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the courts of the city of Madrid, Spain.

Force Majeure. Neither party shall be liable for failure or delay in performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunications disruption not caused by the obligated party; government restrictions; or other event beyond the obligated party's reasonable control. Each party shall use reasonable efforts to mitigate the effect of a force majeure event.

Allowed Actions. Except for actions for nonpayment or breach of a party's property rights, neither party may bring any legal action, regardless of form, arising out of this Agreement more than one (1) year after the cause of action has accrued.

Relationship of the Parties. You and we both agree that no joint venture, partnership, employment or agency relationship exists between you and us as a result of this Agreement.

Compliance with Applicable Laws. You shall comply with, and ensure that any third party performing sales or referral activities on your behalf complies with, all applicable domestic and foreign laws (including, but not limited to, export laws and laws applicable to sending unsolicited email), government regulations, ordinances and court administrative orders. You shall not engage in misleading, deceptive, unlawful or unethical marketing activities, or activities that might otherwise be harmful to us, our customers or the public. European Union export laws and regulations and any other relevant local export laws and regulations may apply to Sozialens Products. You will not directly or indirectly export, re-export or transfer Sozialens Products to prohibited countries or persons or permit use of Sozialens Products by prohibited countries or persons.

Indivisibility. If any part of this Agreement is determined to be invalid or void under applicable law, then the invalid or void provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall continue in effect.

Notices. Notice will be sent to the contact address set forth herein (as such, it may be modified by notice given to the other party), and will be deemed given as of the date of actual receipt.

To Sozialens, S.L.: Sozialens, S.L., Roger de Lauria 28, 2P, 46002, Madrid, Spain. Attention: Legal Department.

To you: your address as you have provided in your affiliate account information.

We may send specific electronic notices to you by email to your email address(es) on file in our account information for you. We may notify you by telephone calls to the telephone numbers on file in our account information for you.

Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent upon the delivery of any future functionality or features of the Influen Products.city or rely on any oral or written public comments made by us regarding future functionality or features of the Sozialens Products. You and we expressly state that this Agreement and all related documents are to be drafted in the Spanish language. We may make versions of this Agreement available in languages other than Spanish. If we do so, the Spanish language version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be construed to modify the Spanish language version of this Agreement.

No Subrogation. You will not assign or transfer this Agreement, including any assignment or transfer by reason of a merger, reorganization, sale of all or substantially all of its assets, change in control, or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of a merger, reorganization, sale of all or substantially all of our assets, change in control, or operation of law.

No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit, or remedy of any nature under or by virtue of this Agreement.

Program Policies. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference.

No Licenses. We grant you only the rights and licenses expressly set forth in this Agreement, and you receive no other rights or licenses with respect to us, the Sozialens Products, our trademarks, or any other property or right of ours.

Sales by Sozialens. This Agreement shall in no way limit our right to sell the Sozialens Products, directly or indirectly, to any current or future customer.

Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding on such party and enforceable in accordance with its terms.

Survival. The following sections shall survive any expiration or termination of this Agreement: "Commission and Payment", "Proprietary Rights", "Confidentiality", "Effects of Termination/Expiration", "Indemnification", "Disclaimer"; Limitation of Liability”, “Non-Solicitation” and “General”.

Annex A Sozialens - GDPR Data Processing Addendum (Affiliates)

This Data Processing Addendum (hereinafter the “Addendum”) sets out the terms that apply between Sozialens and Affiliate when processing EEA Personal Data in connection with the Affiliate Program. This Addendum forms part of the Affiliate Program Agreement. Capitalized terms used in this Addendum shall have the meanings given to them in the Affiliate Program Agreement (the “Agreement”) unless otherwise defined in this Addendum.

Definitions: (a) “controller”, “processor”, “data subject” and “processing” (and “process”) shall have the meaning given to them in Applicable Data Protection Law; (b) “Applicable Data Protection Law” means any and all privacy and data protection laws and regulations applicable to the Data Personal Data in question, including, where applicable, EU Data Protection Law (in each case, as may be amended, replaced or superseded from time to time); (c) “EU Data Protection Law” means: (i) the EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); and (ii) the EU ePrivacy Directive (Directive 2002/58/EC); and (iii) any national data protection law made pursuant to clauses (i) or (ii); and (d) “Personal Data” means any information relating to an identified or identifiable natural person to the extent that such information is protected as personal data pursuant to Applicable Data Protection Law.

Purposes of Processing. The parties acknowledge that, in connection with the Affiliate Program, each party may provide or make available to the other party Personal Data. Each party will process such data: (i) for the purposes described in the Agreement; and/or (ii) as permitted by Applicable Data Protection Law.

Relationship of the Parties. Each party will process the copy of the Personal Data in its possession or control as an independent controller (not as a joint controller with the other party). For the avoidance of doubt and without prejudice to the foregoing, Sozialens will be an independent controller of the Personal Data it receives or shares with the Affiliate in connection with the Affiliate Program.

Compliance with the Law. Each party shall separately comply with its obligations under the Law.