This affiliate agreement (hereinafter the “Agreement”) sets out the general terms and conditions governing your participation in the affiliate program, including the creation and use of UGC (User Generated Content).

This Agreement is established in accordance with French law and European Union law, in particular:

• the French Civil Code,
• the French Intellectual Property Code,
• Law No. 2023-451 of June 9, 2023 relating to commercial influence,
• Regulation (EU) 2016/679 (GDPR).

The terms “we”, “our” or “us” refer to Noovara.com and the partner website.
The terms “you” or “your” refer to the applicant.
A “Site” means a website.
“Partner Site” means the e-commerce / retail partner using Noovara’s affiliate tracking software.
“Your Site” means any website(s), software application(s), and any mobile application (as defined below) that you link to the Partner Site.
“Advertising Fees” means the commissions earned for a successful and verified product sale on the Partner Site by a customer using your referral link.

BY CHECKING THE BOX INDICATING THAT YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM AFTER THE PUBLICATION OF A MODIFICATION NOTICE, A REVISED OPERATING AGREEMENT OR UPDATED OPERATIONAL DOCUMENTATION ON THE PARTNER SITE, YOU:

(A) agree to be bound by this Agreement;
(B) acknowledge and agree that you have independently evaluated the desirability of participating in the Program and that you are not relying on any representation, warranty or statement other than those expressly set forth in this Agreement;
(C) represent and warrant that you are legally able to enter into contracts (for example, that you are not a minor) and that you will comply with, and continue to comply with, this Agreement.

If this Agreement is accepted on behalf of a company or other legal entity, the person accepting it on behalf of such entity represents and warrants that they are legally authorized to bind that entity.

1. PROGRAM DESCRIPTION

The Program allows you to promote products on your Site and/or social networks and to earn commissions for Qualified Purchases (as defined in Section 7) made by your end users.

A “Product” means any item sold on the Partner Site, except for products explicitly excluded (“Excluded Products”). Certain services may also be included if expressly indicated in the Affiliate Program commission schedule.

To facilitate product promotion, we may provide you with data, images, text, link formats, widgets, links and other linking tools, as well as other information related to the Program (“Content”).

The Content expressly excludes any data or information relating to products offered on websites other than the Partner Site.

2. ENROLLMENT

To begin the enrollment process, you must submit a complete and accurate application and identify your Site in the application.

We will review your application and notify you of its acceptance or rejection. We may reject your application at our sole discretion, including if we consider your Site to be unsuitable.

Unsuitable sites include, without limitation, sites that:
(a) promote or contain sexually explicit content;
(b) promote or contain violence;
(c) promote or contain defamatory content;
(d) promote discrimination;
(e) promote illegal activities;
(f) use a trademark or its partners in a domain name, subdomain or identifier;
(g) infringe intellectual property rights.

If your application is rejected, you may reapply at any time.

If your application is accepted and we later determine that your Site is unsuitable, we may terminate this Agreement at any time.

You agree to keep all information related to your account accurate, complete and up to date.

3. LINKS ON YOUR SITE

After acceptance into the Program, you may display Special Links, meaning links to the Partner Site that properly use the tagged link formats provided by us. These links allow accurate tracking and calculation of commissions.

No commissions will be due if links are not properly formatted.

If you wish to include Special Links in a mobile application, you must provide the relevant information during enrollment. An accepted application becomes an Approved Mobile Application.

4. PROGRAM REQUIREMENTS

By participating in the Program, you agree to comply with all applicable requirements, policies, rules and operational documents.

In the event of non-compliance, we may:
(a) withhold commissions;
(b) close your accounts;
(c) terminate this Agreement;
(d) apply all of the above measures.

You also consent to us:

• sending you Program-related emails;
• collecting and using certain tracking data in accordance with our privacy policy;
• monitoring your Site to verify compliance.

5. RESPONSIBILITY FOR YOUR SITE

You are solely responsible for the content, operation and maintenance of your Site. You represent and warrant that your Site and its content do not violate any law or any rights.

You agree to indemnify Noovara and its partners against any claims related to your Site or your failure to comply with this Agreement.

6. ORDER PROCESSING

We process orders placed through Special Links and track Qualified Purchases for commission calculation purposes.

7. ADVERTISING FEES (COMMISSIONS)

Commissions are paid solely for Qualified Purchases, subject to the applicable exclusions.

A session begins when a user clicks on a Special Link and ends after 24 hours or upon completion of an order.

Excluded purchases include, without limitation:

• personal purchases;
• resold purchases;
• cancelled or refunded purchases;
• purchases originating from unauthorized coupon sites;
• prohibited paid advertising;
• non-approved mobile applications.

8.1 PAYMENT OF COMMISSIONS

Affiliate commissions are paid monthly based on validated Qualified Purchases and are paid approximately 60 days after the end of the relevant month, subject to returns, cancellations or proven fraud.

8.2 TAX STATUS OF THE AFFILIATE

The Affiliate acknowledges that they act as an independent contractor and are solely responsible for:

• declaring their income;
• paying all applicable taxes, duties or social security contributions in their country of tax residence.

8.3 AFFILIATES ESTABLISHED OUTSIDE THE EUROPEAN UNION

Affiliates established outside the European Union are solely responsible for all applicable tax or reporting obligations in their country. No taxes will be withheld by the Partner unless legally required.

8.4 TAX INDEMNITY

The Affiliate indemnifies the Partner against any claims, reassessments or penalties resulting from:

• incorrect tax information;
• improper declarations;
• failure to comply with legal obligations.

9. POLICIES AND PRICING

Customers are deemed customers of the Partner Site. The Partner Site’s commercial policies apply.

10. AFFILIATE DISCLOSURE

You must not publicly communicate the affiliate relationship in a misleading manner. You must clearly display the mandatory disclosure of the Noovara Affiliate Program on your Site.

11. LIMITED LICENSE

A limited, revocable and non-exclusive license is granted to you to use the Content and Noovara trademarks solely within the scope of the Program.

12. RESERVATION OF RIGHTS AND SUBMISSIONS

All rights not expressly granted are reserved. Any contribution you provide becomes the property of Noovara.

13. COMPLIANCE WITH LAWS

In connection with your participation in the Program, you represent, warrant and undertake to comply at all times with all applicable European Union laws, regulations and legal requirements, as well as all national, regional and local laws of the country in which you are legally established, reside or conduct business.

This obligation includes, without limitation, all legislative, regulatory and administrative provisions, directives, orders, rules, judicial or administrative decisions, licenses, permits, authorizations, industry standards and requirements issued by any competent governmental, regulatory or judicial authority.

You acknowledge that you are solely responsible for ensuring such compliance and that the Partner has no obligation to verify your compliance.

Any breach of this clause constitutes a material breach of the Agreement and entitles the Partner, at its sole discretion and without prior notice, to suspend or terminate your participation in the Program, withhold or cancel any unpaid commissions and remove or cease using any related content, without prejudice to any other rights or remedies available under applicable law.

14. TERM AND TERMINATION

This Agreement takes effect upon acceptance and may be terminated at any time by either party.

15. MODIFICATIONS

The Partner reserves the right to modify this Agreement and any related operational documentation at any time.

Any modification will be communicated to the Affiliate in writing, including by publication on the Partner Site or by email, at least seven (7) days before it becomes effective.

If the Affiliate disagrees with the modifications, they may terminate the Agreement prior to the effective date.

Continued participation in the Program after the effective date constitutes full acceptance of the modifications.

16. RELATIONSHIP OF THE PARTIES

The parties are independent contractors. No partnership, agency or mandate is created.

17. LIMITATION OF LIABILITY

Our liability is strictly limited to the commissions paid during the preceding twelve (12) months.

18. DISCLAIMER OF WARRANTIES

The Program and services are provided “as is”, without any warranty.

19. GOVERNING LAW AND JURISDICTION

This Agreement is governed by and interpreted in accordance with European Union law, supplemented where applicable by the national law of the country in which the Partner is legally established.

Any dispute relating to the validity, interpretation, performance or termination of this Agreement falls within the exclusive jurisdiction of the competent courts of the jurisdiction of the Partner’s registered office.

20. MISCELLANEOUS

Confidential information, non-assignment without consent, compliance with international sanctions.

20.1 INDEPENDENCE AND COMPETITION

The Affiliate acknowledges that the Partner and/or its affiliates may, at any time, directly or indirectly promote their products or services, solicit customers or collaborate with other affiliates, influencers or partners under different conditions, including through competing websites or media, without any right to compensation.

20.2 NON-ASSIGNMENT

This Agreement may not be assigned, transferred or contributed, in whole or in part, by the Affiliate without the Partner’s prior written consent.

The Partner reserves the right to assign this Agreement to any affiliated company or as part of a restructuring, merger or sale of business.

20.3 BINDING EFFECT AND NON-WAIVER

Failure by the Partner to enforce any provision shall not be deemed a waiver of future enforcement.

 20.4 CONTRACTUAL HIERARCHY

In the event of conflict between this Agreement and any operational documentation, affiliate policy or guideline published by the Partner, this Agreement shall prevail unless expressly stated otherwise.

20.5 INTERPRETATION

The terms “including”, “in particular”, “such as”, “for example” shall be interpreted as non-exhaustive.

20.6 INTERNATIONAL REGULATORY COMPLIANCE

The Affiliate represents and warrants compliance with all applicable economic, commercial and financial sanctions imposed by the European Union and the competent authorities of their country of establishment.

MOBILE APPLICATION POLICY

Special Links in an Approved Mobile Application must strictly comply with the following rules:

• free application;
• original content;
• no replication of the Partner Site;
• no price tracking without authorization;
• no integration via WebView.

Any violation results in immediate termination of the Agreement.