Affiliates Terms

1.1 By submitting an Application Form, or by accessing the Interface, the Person named in the Application Form (the “AFFILIATE”) is offering to participate in the Network, and market Caffe Basch and their Products, in accordance with the Application Form and these Standard Terms. By submitting an Application Form, the Affiliate is also agreeing to the terms of Finjan Al Basch’s privacy policy, which can be found here: finjanalbasch.com/privacy-policy

1.2 Submission of the Application Form may require payment of a small deposit (“Sign Up Deposit”) by Finjan Al Basch, as set out on the Application Form.

1.3 Acceptance of the Application Form is subject to the sole discretion of Finjan Al Basch LLP (“Finjan Al Basch”) of Business Bay, Dubai incorporated in the United Arab Emirates with company number 12590564.

Acceptance or rejection of the Application Form will be notified to the proposed Affiliate by email.

1.4 On acceptance of the Application Form by Finjan Al Basch, the Application Form and these Standard Terms, including the applicable data processing annex(es), will together constitute a legally binding “Agreement” entered into by Finjan Al Basch and the On rejection of the Application Form, no agreement will be formed.

1.5 The Affiliate is the operator of a website, application or service (including email service), or is a By entering this Agreement with Finjan Al Basch, the Affiliate will join the Network to market Finjan Al Basch or their Products.

1.6 This Agreement prevails over any terms supplied by the

1.7 Any individual contracting on his or her own behalf warrants that he or she is aged 18 or Any individual completing the Application Form on behalf of a proposed Affiliate warrants that he or she has all necessary authority to bind that proposed Affiliate.

2.1 The following definitions and rules of interpretation apply in this Agreement:

“Action” means a Sale, Lead, Click, Ad Impression, or other event, that has been specified as eligible for remuneration by Finjan Al Basch under its Affiliate Programme Terms, on which commissions may be based under this Agreement;

“Ad Impression” means a display of an advertisement of Finjan Al Basch by the Affiliate, as reported by the Tracking Code only;

“Admin” means a single Authorised User with full access to, and control of, the Affiliate Account and which is at all times authorised to act on behalf of the Affiliate and bind to Finjan Al Basch;

“Finjan Al Basch  Materials” means any trade marks, advertising content, images, text, video, data or other material provided by or on behalf of Finjan Al Basch, the Affiliate or a Sub-Affiliate;

“Finjan Al Basch  Programme” means an ongoing affiliate marketing Programme of Finjan Al Basch on the Network, for the promotion of our Products in accordance with this Agreement and the Programme Terms;

“Finjan Al Basch URLs” means, from time to time, any websites, apps or services of Finjan Al Basch offering Products and to which the Affiliate may link;

“Advertising Standards” means any applicable advertising laws, regulations or standards, data laws relating to advertising (including the Children’s Online Privacy Protection Act), including without limitation any FTC Guidance, any generally accepted self- regulatory codes of practice, and any related guidance or best practice advice;

“Application Form” means the registration form found on Finjan Al Basch’s website https://finjanalbasch.com/become-an-affiliate/ which operators of websites, applications, technologies or services apply to participate in the Network;

“Approved Lead” means a Lead approved by Finjan Al Basch in accordance with clause 5;

“Approved Sale” means a Sale approved by Finjan Al Basch in accordance with clause 5;

“Authorised User” means an individual permitted to view, or view and operate, the Affiliate Account on behalf of the Affiliate, by its individual Authorised User Account, as set out in clause 3;

“Authorised User Account” means the account of an individual on the Interface, permitted to view, or view and operate, the Affiliate Account on behalf of the Affiliate, as set out in clause 3;

“Bonus” means an ad hoc payment to the Affiliate by Finjan Al Basch in return for a specific promotion or other marketing activity;

“Business Day” means a day other than a Saturday, Sunday or national public holiday in the United Arab Emirates;

“Change of Control” means a change in the beneficial ownership of more than 50% of the issued share capital of a company or a change in the majority of the Persons with legal

power to direct or cause the direction of the general management of a company;

“Click” means the intentional and voluntary following of a Link by a Visitor as part of marketing services as reported by the Tracking Code only;

“Commission” means the amount payable to the Affiliate in return for marketing Finjan Al Basch and its Products, in accordance with that Finjan Al Basch’s Programme Terms, and subject to any agreement for the sharing of such amounts with third parties;

“Confidential Information” means any information disclosed by or relating to a party, including: information arising during the Term of this Agreement; information about a party’s business affairs; information about a party’s operations, products or trade secrets; information about a party’s technology (including any know-how and source code) and any derivatives of any part of any of them and which (i) is marked or identified as confidential; or (ii) would be regarded as confidential by a reasonable business person;

“CPA” means a Commission earned per Approved Sale; “CPC” means a Commission earned per valid Click; “CPL” means a Commission earned per Approved Lead;

“CPM” means a Commission earned per one thousand Ad Impressions;

“Data Regulation” means any applicable data protection, privacy or similar laws that apply to data processed in connection with this Agreement, including the GDPR or ePrivacy and for US citizens, FTC Guidance, US state and federal legislation relating to data privacy and security;

“Effective Date” means the date of acceptance of the Application Form by Finjan Al Basch;

 “FTC Guidance” means the published cases and guidelines from the United States Federal Trade Commission, including without limitation the guidance on substantiation of claims, privacy, data security, native advertising and disclosure guidance for influencers and spokespeople.

“GDPR” means the EU General Data Protection Regulation 2016/679.

“Group Company” means any holding company or subsidiary of a party or any of its holding companies. A company is a “subsidiary” of another company, its “holding company”, if that other company (i) holds a majority of the voting rights in it, or (ii) is a member of it and has the right to appoint or remove a majority of its board of directors,

(iii) or is a member of it and controls alone, pursuant to an agreement with other members, a majority of the voting rights in it;

“Intellectual Property Rights” means all copyrights and related rights, patents rights to inventions, utility models trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights (including any database rights in the Network), topography rights, moral rights, rights in confidential information (including know- how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

“Interface” means the intranet and software platform operated by Finjan Al Basch, and any functionality or data-feeds accessed or made available through such platform;

“Lead” means a ‘sales lead’ of a Finjan Al Basch  generated in the Tracking Period, as reported by the Tracking Code only;

“Link” means a hyperlink from a Promotional Space to a Finjan Al Basch URL;

“Network” means the marketing network of Finjan Al Basch and Affiliate Programme’s operated by Finjan Al Basch and its Group Companies to facilitate, amongst other things, affiliate and performance marketing;

“Network Fee” means the fee payable to Finjan Al Basch or an Finjan Al Basch Group Company, calculated as an override fee of an amount equal to a specified percentage of any total Commissions and Bonuses due, or on such other basis as may be agreed by Finjan Al Basch;

“Product” means a product, service or equivalent offered by Finjan Al Basch on any Finjan Al Basch URL;

“Programme Terms” means any terms and conditions, or other requirements applied by Finjan Al Basch to the participation in its Finjan Al Basch Programme;

“Promotional Space” means any advertising inventory appearing on the Affiliate Service, or means of delivering Finjan Al Basch Materials enabled by the Affiliate Service;

“Affiliate Account” means the respective account of the Affiliate on the Interface;

“Affiliate Service” means a website, application or service operated by the Affiliate capable of marketing Finjan Al Basch and their respective Products;

“Sale” means the agreed purchase of a Product by a Visitor in the Tracking Period, as reported by the Tracking Code only;

“Sub-affiliate” means the operator of a website, application or service, which has agreed with the Subnetwork to market Finjan Al Basch or their products;

“Subnetwork” means the operator of a marketing network of further Affiliates to facilitate, amongst other things, affiliate and performance marketing, which has entered this Agreement to join the Network to market Finjan Al Basch or their products as an Affiliate;

“Suspension” means the suspension by Finjan Al Basch or any Finjan Al Basch Group Company of the Affiliates participation in the Network for a period of time, including the following:(i) preventing the Affiliate from accessing the Interface; (ii) withholding payments otherwise due to the Affiliate; (iii) ceasing to track Actions; (iv) removing any Finjan Al Basch Materials from the Affiliate Service and “Suspend” shall be interpreted accordingly;

“Term” means the term of this Agreement from the Effective Date until its termination or expiry in accordance with clause 14 or 17.5;

“Tracking Code” means the Finjan Al Basch software code (from time to time) for the recording of, amongst other things, web traffic and Actions;

“Tracking Period” means the period of time in which the Actions of a Visitor are attributed to the Affiliate and, subject to the Programme Terms, generate Commissions for the Affiliate;

“Validation Period” means the period of time during which Finjan Al Basch may approve or decline Sales and Leads; and

“Visitor” means any Person who follows a Link.

2.2 In this Agreement:

2.2.1 any meanings given to terms in the attached Application Form shall apply to these Standard Terms;

2.2.2 “include” or “including” is without limitation;

2.2.3 the singular will include reference to the plural and vice versa;

2.2.4 a “Person”       includes an individual, company, partnership or unincorporated association;

2.2.5 a statute, order, regulation or other similar instrument will include any amendments to it or replacements of it; and

2.2.6 “writing” and “written” includes emails but not

2.3 If there is a conflict between the Application Form and the Standard Terms, the Application Form shall prevail.

3.1 Subject to the Affiliates compliance with this Agreement, Finjan Al Basch will:

3.1.1 permit the Affiliates participation in the Network for its assignment of the Promotional Space; and

3.1.2 grant the Affiliate access to the

3.2 Finjan Al Basch may change any aspect of the Interface at its sole

3.3 On the Effective Date, the Affiliate shall:

3.3.1 register an Affiliate Account; and

3.3.2 nominate an Authorised User as Admin of that Affiliate

3.4 Each Affiliate Account may have only one Admin, and must have an Admin at all times. Each Affiliate Account may have a reasonable number of Authorised Users.

3.5 The Admin may assign the Admin role to another Authorised User via the Interface at any time. Assignment of the Admin role does not assign the Affiliate’s rights and obligations under this Agreement.

3.6 To the extent enabled by the Interface, Authorised Users shall be allocated permissions to view, or view and operate, the Affiliate Account by the Admin, acting on behalf of the Affiliate.

Authorised Users may, on behalf of the Affiliate, also allocate permissions to view, or view and operate, the Affiliate Account, provided that no Authorised

User may grant greater permissions than they themselves hold.

The Admin may, at any time, withdraw the permission of any Authorised User to view and/or operate the Affiliate

3.7 The Affiliate undertakes that:

3.7.1 the Admin shall remain authorised to act on behalf of the Affiliate and bind the Affiliate;

3.7.2 all Authorised Users are permitted to view, or view and operate, the Affiliate Account in accordance with any permissions granted on the Interface, which shall be kept up to date by the Affiliate;

3.7.3 it shall use best endeavours to ensure that the Admin and all Authorised Users shall:

(A) access the Interface in their own name under their own Authorised User  Account; and

(B) keep any passwords

3.8 The Affiliate shall:

3.8.1 ensure the proper functioning and maintenance of all Links;

3.8.2 provide Finjan Al Basch with full and clear instructions as to the Advertising Material it may reasonably require for the purposes of the promotion of a Finjan Al Basch or its Products in accordance with this Agreement and the Programme Terms;

3.8.3 provide Finjan Al Basch reasonable access to information that Finjan Al Basch may require to operate the Finjan Al Basch Programme; and

3.8.4 remain primarily liable for the acts and omissions of all Sub-Affiliates.

3.9 Finjan Al Basch shall not be liable for any losses or damages suffered by the Affiliate due to the disclosure of any Authorised User Account passwords.

3.10The Affiliate shall remain primarily responsible and liable for all activities occurring under any of the Authorised User Accounts and the acts or omissions of any Authorised User.

3.11 If the Affiliate suspects that a third party has gained un-authorised access to access data, the Affiliate shall inform Finjan Al Basch immediately by sending an e-mail to affiliate@finjanalbasch.com or such other e-mail as may be notified to the Affiliate from time to time.

3.12 Finjan Al Basch may Suspend or withdraw any Authorised User Accounts at its discretion, or on request by the Affiliate.

3.13 Under this Agreement, Finjan Al Basch LLC or any other Finjan Al Basch Group Company may, on behalf of Finjan Al Basch:

3.13.1 provide any aspect of the Network or the Interface (including the granting of sublicenses and licenses under clause 10);

3.13.2 enjoy any benefit, or exercise any right;

3.13.3 satisfy any of Finjan Al Basch’s obligations.

4.1 The Affiliate may request to market Finjan Al Basch or their Products at their discretion by applying to participate in an Finjan Al Basch Affiliate Programme, Finjan Al Basch's may approve or refuse such requests, and remove Affiliates from Finjan Al Basch Programmes, at any time at their discretion.

The Affiliate may only market an Finjan Al Basch or its Products under this Agreement with the Finjan Al Basch’s continued approval, unless specifically enabled by the proper use of the Interface.

4.2 Finjan Al Basch may apply Programme Terms and make changes to any Programme Terms at their discretion, which shall become effective on notice to the Affiliate, including by publication on the Finjan Al Basch's may change their Programme Terms at any time.

The Affiliate is solely responsible for ensuring it is aware of any changes to the Programme Terms.

4.3 Subject to the Affiliate’s compliance with this Agreement and the Programme Terms, and the continued approval of the respective Finjan Al Basch, Finjan Al Basch will provide to the Affiliate the Finjan Al Basch Materials.

4.4 Finjan Al Basch, however, is not obliged to review any Finjan Al Basch Material or check their legality or accuracy.

An Affiliate admitted to the Finjan Al Basch Programme may publish the Finjan Al Basch Materials through its Affiliate Service at its discretion and use them solely to the extent permitted under this Agreement and the Programme Terms.

4.5 Finjan Al Basch may deactivate any Links on request of the respective Finjan Al Basch , or at its sole discretion.

4.6 The Affiliate shall remove any Finjan Al Basch Materials from the Affiliate Service immediately on request of either the Finjan Al Basch or Finjan Al Basch.

4.7 Finjan Al Basch will use reasonable endeavours to procure that Finjan Al Basch comply with any terms and conditions, or other requirements, applied by the Affiliate to its promotion of Finjan Al Basch or their Products.

5.1 The Tracking Code and Programme Terms will be the sole bases for recording and determining Actions and Commissions and for tracking.

No other means of recording or determining Actions or Commissions shall be used under this Agreement, notwithstanding any agreement or arrangement between the Affiliate and any Finjan Al Basch to the contrary.

5.2 Sales and Leads will only be attributed to the Affiliate where the Tracking Code records that the Affiliate was responsible for the most recent referral of the Visitor to the Finjan Al Basch URL prior to that Sale or Lead, unless expressly agreed otherwise between the parties or specified otherwise by the Finjan Al Basch in the respective Programme Terms, and in each case subject to any communicated “cookie hierarchy” or “commission hierarchy”.

5.3 Finjan Al Basch may approve or decline Sales and Leads at their discretion, subject to the applicable Programme Terms.

6.1 The amount of any Commissions is as may be displayed on the CPA Commissions in respect of Approved Sales will be determined as either:

6.1.1 a percentage of the purchase price of the Product(s) subject of the Approved Sale, as set out on the Interface; or

6.1.2 a fixed amount, irrespective of the purchase price of the Product(s) subject of the Approved Sale, as set out on the Interface.

6.2 Finjan Al Basch may change the amount of Commission offered on notice to Affiliates. Finjan Al Basch will use reasonable endeavours to procure that Finjan Al Basch reductions of the amount of Commissions offered shall take effect seven days after notification.

6.3 Bonuses may be agreed by the Affiliate and Finjan Al Basch at their discretion and must be processed via the Interface.

6.4 Commissions and Bonuses shall only be due for invoicing and payment:

6.4.1 on receipt by Finjan Al Basch of the corresponding payment in respect of that Action from the Finjan Al Basch; and

6.4.2 in respect of Actions procured in accordance with this Agreement and any applicable Programme Terms.

6.5 Without prejudice to any other rights or remedies of Finjan Al Basch, if Finjan Al Basch reasonably suspects that any Commissions paid under this Agreement have been generated in breach of this Agreement, Finjan Al Basch  may set off or deduct the amount of such Commissions from any future payments due to the Affiliate or from any funds held to the Affiliate’s account from time to time (whether under this Agreement or any other agreement between Finjan Al Basch and the Affiliate).

Such deduction shall constitute a genuine pre-estimation of the loss suffered by Finjan Al Basch  as a result of the payment of such Commission in breach of this Agreement.

7.1 The Sign-Up Deposit will be refunded to the Affiliate on first payment of any

7.2 Finjan Al Basch will pay the Affiliate:

7.2.1 Commissions in respect of each Approved Sale, Approved Lead, Clicks or one thousand Ad Impressions; and

7.2.2 Bonuses agreed between the Affiliate and Finjan Al Basch.

7.3 Payment of Commissions and Bonuses may be subject to any Finjan Al Basch.

7.4 Self-billing invoices for Commissions and Bonuses can be accessed by the Affiliate via the Interface. Self-billing will be implemented as follows:

7.4.1 the Affiliate agrees not to issue invoices for any Commissions and Bonuses generated under this Agreement;

7.4.2 Finjan Al Basch may provide a copy of this Agreement to local tax authorities in order to evidence the self-billing arrangements between Finjan Al Basch and the Affiliate;

7.4.3 the Affiliate will immediately notify Finjan Al Basch if it transfers any part of its business as a going concern;

7.4.4 the Affiliate will immediately update the Interface accordingly if it:

(a) stops being registered for VAT; or

(b) changes VAT number, regardless of the reason;

Finjan Al Basch may engage third party service providers to administer the issuing of self-billing invoices under this Agreement.

7.5 Finjan Al Basch will pay all self-billed invoices subject to:

7.5.1 any minimum payment thresholds implemented by Finjan Al Basch from time to time being satisfied;

7.5.2 the correct, accurate and complete bank and tax information of the Affiliate being shown on the Interface;

7.5.3 the provision of any additional information reasonably requested by Finjan Al Basch in respect of the Affiliate’s location or residence;

7.5.4 the payment not being subject to any internal audits or ‘network quality’ reviews from time to time.

7.6 All payments will be made to the bank account nominated by the Affiliate in the ‘Payment Details’ section of the respective Affiliate Account on the Finjan Al Basch is not obligated to take steps to verify the accuracy of bank account information provided by the Affiliate.

Updates to bank account information may take up to two Business Days to take effect.

7.7 All sums payable under this Agreement shall be exclusive of VAT which, if applicable, shall be added at the appropriate VAT shall be paid by the Party liable to pay VAT pursuant to applicable law. If payments under this Agreement are subject to withholding tax, Finjan Al Basch is entitled to deduct the appropriate amount from payments to the Affiliate. The parties agree to work together on reducing any withholding tax, and, upon request, shall provide documents required for any reduction, exemption, reimbursement or deduction of withholding tax.

7.8 All amounts payable shall be paid in USD US Dollars in which the respective Commissions are received from Caffe Basch. Any costs of currency conversion or losses caused by exchange rate fluctuations shall be borne by the For example, the Affiliate may select a deviating payment currency in the Affiliate Account. In such case, payments will be made by Finjan Al Basch in the original amount and currency to a third-party service provider, who will subsequently convert the currency and transfer the converted payment to the Affiliate’s nominated bank account. The conversion rate that is used for such conversions will be below the official bank rates in order to cover the cost for this service.

7.9 The Affiliate will immediately repay any amounts paid to the Affiliate in error, or other than in accordance with the Affiliate’s rights under this Agreement.

7.10 Any underpaid Commission or Bonuses must be notified to Finjan Al Basch immediately. Subject to clause 4, any underpaid Commission or Bonuses notified by the Affiliate to Finjan Al Basch within 12 months of the underpayment will be rectified. The Affiliate hereby waives its right to recover any underpaid Commissions or Bonuses that the Affiliate fails to report to Finjan Al Basch within 12 months of the underpayment.

8.1 During the term of this agreement the Affiliate will not, directly or indirectly, enter or attempt to enter into any agreement, understanding or other form of arrangement (whether express or implied) with Finjan Al Basch where payments are made to the Affiliate in respect of any marketing services (including but not limited to affiliate, display, Programmatic, search, email and click-to-call marketing) other than under this Agreement, without Finjan Al Basch’s prior written approval.

9.1 Each party warrants and undertakes to the other for the Term that:

9.1.1 it has full power and authority to enter into this Agreement;

9.1.2 it holds all licenses and approvals necessary for the performance of its obligations under this Agreement;

9.1.3 it will perform its obligations under this Agreement in accordance with all applicable laws and using reasonable skill and care; and

9.1.4 it will not make any false, misleading or disparaging representations or statements regarding the other party.

9.2 The Affiliate warrants and undertakes to Finjan Al Basch for the Term that:

9.2.1 neither the Affiliate, nor any of its officers or shareholders, have previously been party to an agreement terminated by Finjan Al Basch or any Finjan Al Basch Group Company for breach;

9.2.2 no officer or shareholder of the Affiliate has been an officer or shareholder of a company (or other entity) party to an agreement terminated by Finjan Al Basch or any Finjan Al Basch Group Company for breach;

9.2.3 all information about the Affiliate set out in the Application Form or on the Interface is complete, true, accurate, not misleading and will be kept up to date;

9.2.4 its marketing of any Finjan Al Basch or its Products will comply with all Advertising Standards and Data Regulation;

9.2.5 the Affiliate Service will be operated in accordance with all applicable laws (including Advertising Standards and Data Regulation);

9.2.6 it shall comply with the Code of Conduct at all times;

9.2.7 it shall comply with all relevant tax laws;

9.2.8 it shall retain ultimate control of the operation of the Affiliate Service;

9.2.9 it shall not use the Interface other than in accordance with the terms of the licences granted under clause 10, nor use the Interface or any part of it to build a product or service which competes with the Interface or any part of it;

9.2.10 it is the owner or valid licensee of any Intellectual Property Rights appearing on the Affiliate Service, and that no part of the Affiliate Service infringes the rights of any third party; and

9.2.11 all Finjan Al Basch Materials will be accurately and faithfully

9.3 The Affiliate will indemnify, defend and hold harmless Finjan Al Basch and any Finjan Al Basch Group Company (including its directors, employees, agents or contractors), from and against any claims, costs, damages, losses, liabilities and expenses (including legal fees) relating to any claims, actions, suits or proceedings by third parties against Finjan Al Basch or any Finjan Al Basch Group Company arising out of or related in any way to any breach by the Affiliate of any of the warranties at clauses 9.1 and 9.2.

10.1 Finjan Al Basch hereby grants to the Affiliate, for the duration of its participation in the Finjan Al Basch Programme, a revocable, non-exclusive, non-transferable, royalty-free, worldwide sublicense to publish Finjan Al Basch Materials, without modification, on the Affiliate Service in the Promotional Spaces to the extent necessary to enable the Affiliate to market the respective Finjan Al Basch and its Products on the Network in compliance with the Agreement and the Programme

10.2 A sub-license granted to a Subnetwork under clause 11 shall be further sub-licensable by the Subnetwork to Sub-Affiliates on terms equivalent to clause 10.1, with Finjan Al Basch’s prior written consent.

10.3 A sub-license granted by a Sub-network under clause 12 shall not be capable of further sub-license by the Sub-Affiliate without Finjan Al Basch’s prior written consent.

10.4 Finjan Al Basch hereby grants to the Affiliate a revocable, non-exclusive, non-sub- licensable, non- transferable, royalty-free, worldwide license to use the Interface to the extent necessary for the Affiliate to participate in the Network and perform its obligations under this

10.5 The Affiliate will not, and will not attempt to, change, reverse engineer or create derivative works of the Interface or the Tracking Code.

10.6 Each party reserves all of its right, title and interest to any of its Intellectual Property Rights licensed under this clause 10, or which it creates under this Agreement or which is created by operation of the Tracking Code.

10.7 The Affiliate shall use information and data obtained from and in connection with participating in the Network only for the purpose of this Agreement. Uses for any other purpose, or disclosure of such information and data are prohibited.

10.8 Either party may identify the other party in lists of clients or customers, and may use the other party’s name and logo in marketing materials and Any other use shall require the prior written consent of the other party.

10.9 The Affiliate shall make available to Finjan Al Basch all requested information in respect of its use of the Interface, including, on at least 30 days prior written notice and during normal business hours, permitting Finjan Al Basch or any relevant licensor of Finjan Al Basch, or any of their auditors or advisors, to attend the Affiliate’s premises in order to inspect the Affiliate’s systems and records to the extent determined by Finjan Al Basch or any relevant licensor to be necessary to demonstrate the Affiliate’s use of the Interface complies with the terms of this Agreement.

11.1 Each party will only use Confidential Information to enjoy its rights or comply with its obligations under this Agreement. Save as set out in this Agreement, neither party will disclose any Confidential Information.

Confidential Information shall be kept confidential.

11.2 The obligations of confidentiality in this Agreement will not apply to Confidential Information to the extent it:

11.2.1 is in the public domain (other than as a result of a breach of this Agreement);

11.2.2 can be demonstrated as having been independently developed by the receiving party;

11.2.3 is published on the Interface in the implementation of and in accordance with this Agreement;

11.2.4 is required to be disclosed by law or a court order.

11.3 Finjan Al Basch may disclose Confidential Information to Finjan Al Basch Group companies

11.4 This clause will survive termination for five years.

12.1 Finjan Al Basch and the Affiliate will comply with their respective obligations under Data Regulation and in accordance with the applicable data processing annex(es) to these Standard Terms

13.1 This clause 13 sets out the entire liability of Finjan Al Basch its Group Companies and vicarious agents under or in connection with the Agreement. Claims for damages shall be excluded unless otherwise specified in this clause 13.

13.2 Finjan Al Basch will not be liable for any losses of the Affiliate if Finjan Al Basch’s compliance with the Agreement is prevented by the acts or omissions of the Affiliate.

13.3 Nothing in this Agreement limits or excludes the liability of Finjan Al Basch in the event of culpable injury to life, limb or health, fraud, fraudulent misrepresentation or fraudulent misstatement or for mandatory statutory liability.

13.4 Finjan Al Basch will not be liable to the Affiliate for: loss of profit, business, goodwill, anticipated savings, goods, contract, use or data; losses arising from the acts or omissions of an Finjan Al Basch ; or for any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

13.5 In addition to clause 3 nothing in this Agreement limits or excludes the liability of Finjan Al Basch in cases of intent, gross negligence or strict liability.

13.6 In the event of material damage and financial loss caused by slight negligence, Finjan Al Basch and its Group Companies shall only be liable in the event of a breach of a material contractual obligation, and such liability shall be limited to the amount of damages foreseeable and typical for the contract at the time of conclusion of the Agreement. In this clause ‘material contractual obligations’ are those whose fulfilment characterises the contract and on which the Affiliate may rely.

13.7 The parties agree that the amount of the damages foreseeable and typical for the contract pursuant to clause 6 is limited to the amount of the Network Fee actually received by Finjan Al Basch from Finjan Al Basch's in respect of Commissions paid to the Affiliate in the 12-month period preceding the date on which the claim arose.

13.8 If Finjan Al Basch fails to ensure any of 9.1 to 13.9.9, Finjan Al Basch  is only liable if it could have prevented or reduced the damage and has failed to do so with intent or gross negligence.

If Finjan Al Basch fails to ensure any of 13.9.1 to 13.9.9 and fails to prevent or reduce the damage due to its slight negligence, Finjan Al Basch’s liability is subject to clauses 13.6 to 13.7.

13.9 The Network, the Interface, the Tracking Code, their use and the results of such use are provided “as is” to the fullest extent permitted by Finjan Al Basch disclaims all express or implied warranties, including warranties of satisfactory quality and fitness for a particular purpose, which may be implied in respect of the Network, the Interface, the Tracking Code, their use and the results of such use. The performance of the Network, the Tracking Code and the Interface relies on third parties beyond Finjan Al Basch’s control, and in particular, the maintenance by Finjan Al Basch's of the proper integration of the Tracking Code into Finjan Al Basch URLs.

Finjan Al Basch specifically disclaims any warranty:

13.9.1 that the use or operation of the Network, the Interface or the Tracking Code will be uninterrupted or error-free;

13.9.2 that the Tracking Code will be properly integrated into the Finjan Al Basch URLs;

13.9.3 that the Tracking Code accurately records Actions at all times;

13.9.4 in respect of the Finjan Al Basch Materials, including any warranty that the Finjan Al Basch Materials comply with Advertising Standards;

13.9.5 that defects will be corrected;

13.9.6 that the Network, the Interface or the Tracking Code are free of viruses or malicious code;

13.9.7 that any security methods employed will be sufficient;

13.9.8 in respect of any Finjan Al Basch or its technology and any third party or its technology; and

13.9.9 regarding correctness, accuracy, or reliability

14.1 This Agreement will start on the Effective Date and continue until terminated in accordance with its terms.

14.2 Either party may terminate the Agreement on 30 days’ written notice to the other party for any reason.

14.3 Without prejudice to its other rights or remedies, a party may terminate the Agreement immediately on written notice to the other party, if:

• the other party materially breaches this Agreement;
• the other party is deemed unable to pay its debts; steps are made to wind up, or appoint an administrator over, the other party; a third party becomes entitled to appoint a receiver over the assets of the other party; the other party negotiates with all or a class of its creditors, or proposes or enters a compromise with such creditors; or any similar or analogous event occurs.

14.4 Finjan Al Basch may terminate this Agreement or Suspend the Affiliate, immediately on written notice, if the Affiliate:

• does not access the Affiliate Account for a period of six months or if no Commissions have been generated for a period of six months;
• is reasonably suspected by Finjan Al Basch to have breached any:

(A) of the warranties at clauses 9.1 and 9.2;

(B) Programme Terms of an Finjan Al Basch;

(C) part of the Code of Conduct.

14.5 Finjan Al Basch may terminate this Agreement, immediately on written notice, if the Affiliate undergoes a Change of Control.

15.1 During any period of Suspension:

15.1.1 the Affiliate is not permitted to access the Interface;

15.1.2 all licenses will be Suspended and the Affiliate shall immediately remove any Finjan Al Basch Materials from the Affiliate Service;

15.1.3 Finjan Al Basch may deactivate any Links and remove any Caffe Basch Materials from the Affiliate Service (to the extent it is able); and

15.1.4 no payments will be made to the Affiliate.

15.2 On termination of the Agreement:

15.2.1 all licenses will terminate and the Affiliate shall immediately remove any Finjan Al Basch Materials from the Affiliate Service;

15.2.2 Finjan Al Basch may deactivate any Links and remove any Finjan Al Basch Materials from the Affiliate Service (to the extent it is able);

15.2.3 each party will return or at the other party’s option destroy all confidential information in its possession within five Business Days; and

15.2.4 unless terminated by Finjan Al Basch under clauses 13 or 14.4, Finjan Al Basch will pay all outstanding Commissions and Bonuses due to the Affiliate;

15.2.5 by Finjan Al Basch under clauses 13 or 14.4 all unpaid Commissions as of the date of termination, or accruing after the date of termination, shall be forfeited to Finjan Al Basch irrevocably and the Affiliate hereby waives any right or entitlement to recover such Commissions and Bonuses from Finjan Al Basch.

15.3 Termination of this Agreement will not affect any existing rights or remedies.

15.4 Clauses 1, 2, 5, 6, 7, 15, 10.6, 11, 12, 13, 15, 16 and 17 will survive termination of the Agreement.

16.1 Notices given under this Agreement will be in writing and:

16.1.1 displayed by Finjan Al Basch on the Interface;

16.1.2 delivered by the Affiliate by hand or sent by pre-paid first-class post or recorded delivery post to Finjan Al Basch at Finjan Al Basch’s registered office;

16.1.3 delivered by Finjan Al Basch by hand or sent by pre-paid first-class post or recorded delivery post to the Affiliate at its notice address set out in the Application Form (or such other address as may be set out on the Affiliate Account); or

16.1.4 sent by Finjan Al Basch by email to the Affiliate’s notice email address set out in the Application Form (or such other notice email address as may be set out on the Affiliate Account).

16.2 A notice displayed by Finjan Al Basch on the Interface will be deemed to have been received at the time of its display (or if displayed outside business hours, at 9 am on the first Business Day following display). A notice delivered by hand will be deemed to have been received when delivered (or if delivered outside business hours, at 9 am on the first Business Day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post will be deemed to have been received two Business Days after posting.

A notice sent by email will be deemed to have been received at the time of transmission as shown by the sender’s records (or if sent outside business hours, at 9 am on the first Business Day following dispatch).

17.1 Finjan Al Basch may change the terms of this Agreement on 14 days’ notice to the Affiliate.

17.2 Certain functionalities or services offered by Finjan Al Basch or third parties may be subject to additional terms. Such terms will be communicated to the Affiliate before those functionalities or services are supplied, including by displaying on the Interface.

17.3 Finjan Al Basch may set off any liability of the Affiliate against any liability of Finjan Al Basch.

17.4 Time for performance of clauses 11, 4.6, 7.4.3, 7.4.4, 7.9, 15.1.2 and 15.2.1 are of the essence of this Agreement.

17.5 No party will be liable for any breach of this Agreement arising from circumstances beyond its reasonable control (a “Force Majeure Event”). If a Force Majeure Event continues for six months, the unaffected party may terminate this Agreement by giving 30 days’ written notice to the other party.

17.6 The Affiliate may not assign or subcontract its rights or obligations under this Agreement in whole or part without Finjan Al Basch’s prior written consent. Finjan Al Basch may assign or subcontract its rights or obligations under this Agreement, including to an Finjan Al Basch Group Company.

17.7 Nothing in the Agreement constitutes a partnership or joint venture between the parties, nor constitutes a party the agent of the other. No party has authority to bind the other.

17.8 A Person who is not a party to this Agreement will not have any statutory rights under or in connection with it.

17.9 A counterpart of this Agreement executed and/or transmitted electronically shall be treated as fully binding and with full legal force and effect.

17.10 This Agreement constitutes the entire agreement between the parties relating to its subject matter, to the exclusion of the United Nations Convention on Contracts for International Sale of Goods.

17.11 This Agreement is governed by the law of England & Wales and is under the jurisdiction of the the United Arab Emirates legal system.

17.12 The Affiliate is aware that this Agreement is originally drawn up in English. The Affiliate is aware of and accepts that, in the event of any inconsistencies or differences of interpretation between the English version and a translated version, this English version shall always prevail.