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BELIVE’S AFFILIATE PROGRAM AGREEMENT

YOU MAY PRINT THIS AGREEMENT FOR YOUR RECORDS.

PLEASE CAREFULLY READ THE ENTIRE AGREEMENT, AS IT IS A BINDING LEGAL AGREEMENT BETWEEN YOU AND BeLive Studios LTD (“BeLive”).

BY SUBMITTING OUR ONLINE ENROLLMENT APPLICATION TO BECOME AN AFFILIATE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THE TERMS AND CONDITIONS OF THIS AGREEMENT AND YOU AGREE TO BE CONTRACTUALLY BOUND BY THEM. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ENROLL TO BECOME AN AFFILIATE AND MAY NOT PARTICIPATE IN OUR AFFILIATE PROGRAM.

IF YOU ARE UNDER THE AGE OF 18 YOU MAY NOT ENROLL TO BECOME AN AFFILIATE.

Overview

This BeLive Affiliate Program Agreement governs your participation in BeLive’s Affiliate Program (the “Program”) and contains the terms and conditions that apply to you when enrolling to become a BeLive affiliate (“Affiliate”). Throughout this Agreement, the terms "we," "us," and "our" refer to BeLive, and "you," "your," and "yours" refer to the Affiliate. Affiliates have an opportunity to receive commission for successfully referring paying users to subscribe to BeLive, as further detailed herein.

To begin the enrollment process and be considered for admission as an Affiliate, you must complete and submit our designated online application form located at [belive.tapfiliate.com]. During the enrollment process you will be asked to provide us some personal and contact information, such as your full name, email and to choose a password. We will only use your personal information to administer the Program and in accordance with the terms of our Privacy Policy. We will indicate the mandatory fields for completion. If you do not provide the required information in these fields, you will not be able to apply.

Once we complete processing, evaluating and considering your application, we will determine, in our sole discretion, whether to accept or decline your application to be admitted as an Affiliate. We are not obligated to admit you or any other applicant, as an Affiliate. You will have no plea, claim or demand against us in connection with any decision we may or may not make regarding your own, or anyone else’s, application or admission. Our decision is final and non-contestable. We may revoke your participation at a later time at our sole discretion, as set forth herein.

As we process your application, and thereafter, following your admission as an Affiliate (if admitted), we may request additional information, documentation and materials from you, as we, in our reasonable discretion, deem necessary. If you decline to provide the additional information, documentation and materials we request, or if you fail to provide them within the reasonable timeframe we request, without cause, you will not be able to apply, or if you have already been admitted – we may suspend or terminate your registration as an Affiliate and irrevocably eliminate any commission you may have accumulated.

You must provide true, accurate and complete information, and you are fully accountable for any outcome that may result from your failure to do so. If you are applying on behalf of, or as, a legal entity (such as a company), then you represent and warrant that you are duly authorized by the legal entity to do so and that you are duly authorized to bind the legal entity to this Agreement.

As an Affiliate, we will provide you with a unique hyperlink (the “Link”) – that you may legally distribute among your audience and friends. Subject to your compliance with the terms of this Agreement, we will reward you for each user that will successfully subscribe to one of the payable BeLive plans through the Link and actually pay for a fee-based plan on BeLive (“New User”).

2. Grant of Licenses and use of Licensed Materials

We hereby grant you, during the term of this Agreement, a non-exclusive, non-transferable, revocable and limited right to (i) access the Affiliate Account Interface and share and distribute the Link; and (ii) to reproduce or copy our promotional materials, which we may provide to you or which are available on our website (“Licensed Materials”), for the sole purpose of promoting and marketing BeLive to invitees pursuant to this Agreement.. All goodwill and other benefits created through your use of the Licensed Materials shall inure solely to the benefit of BeLive. Nothing herein shall grant you any ownership or title in these materials.

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

3. Access to Affiliate Account Interface

As an Affiliate, you will have access to the Affiliate Account, where you will be able to review our Program’s details, banner creatives, Licensed Materials and copy the applicable Link. In order for us to accurately keep track of all New User registration through your Link, you must use only the Link that we provide for each banner, text link, or other affiliate link we will provide you.

You will also be able to receive reports that will describe our calculation of the Consideration you may be entitled to receive.

You must create a password so that you may enter BeLive’s secure Affiliate Account. Make sure that you change your password periodically. You may not transfer your Account to any third party, in any manner whatsoever. You must maintain the confidentiality of your Account login details and may not provide or disclose them to anyone else or otherwise allow or permit others to view the content accessible through your Affiliate Account.

4. Restrictions and Affiliate’s Obligations

You must not interfere with or disrupt the administration of the Program or engage in any action that may manipulate the Program or the logging of invitees or New Users.

As an Affiliate, you must refrain from –

Making any warranties and/or representations concerning BeLive;

Assume any obligation of any kind whether express or implied on behalf of BeLive;

Use our intellectual property rights, except as explicitly authorized under these Terms with respect to Licensed Materials;

Violating any rules, guidelines or instructions that we may convey with respect to the Program;

Interfering with or disrupting the functionality of the Program;

Breaching the security of the Program or identifying any security vulnerabilities in it;

Circumventing or manipulating the operation or functionality of the Program, or attempting to enable features or functionalities that are otherwise disabled, inaccessible or undocumented in the Program;

Sending automated or machine generated queries;

Using robots, crawlers and similar applications to scrape, harvest, collect or compile content from the Program;

Submitting false, inaccurate, deceptive or misleading information;

Impersonating any person or entity, or making any false statement pertaining to your identity;

Using any threatening, deceptive, misleading abusive, harassing, defamatory, libelous, vulgar, violent, obscene or racially, ethnically or otherwise objectionable or unethical tactics to promote the Platform or gain invitees or New Users.

Engaging in any activity that constitutes or encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law.

Promotion of sexually explicit materials;

Promotion of violence;

Promotion of discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

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

Otherwise any use that is unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;

Any software downloads that may potentially interfere or prevent other Affiliates in our Program to distribute their Link.

2. We may revoke your participation in the Program if we determine in our sole discretion that you have inappropriately used or abused the Link, or otherwise your brand/business is unsuitable for the Program.

3. You may not create or design your website or any other platform that you operate, in an explicit or implied manner, which resembles BeLive’s website nor design your platform in a manner which leads customers to believe you are BeLive or any other affiliated business.

4. BeLive reserves the right, at any time, to review the way you deliver or introduce the Link to potential users, and we reserve the right to approve the use of your Links or require that you change such use or placement of your introduction in order to comply with the guidelines provided herein.

5. It is entirely your responsibility to follow all applicable intellectual property laws and other laws that pertain to your platform. You must have express permission to use any third-party's copyrighted or otherwise proprietary materials, whether it is a text, an image, or any other work. You will be solely responsible for your use or infringement of any third-party's copyrighted or otherwise proprietary material in violation of the law or any third party rights.

WE MAY EMPLOY MEASURES TO DETECT AND PREVENT FRAUDULENT OR ABUSIVE ACTIVITIES IN CONNECTION WITH THE PROGRAM. WE MAY DISQUALIFY YOU TERMINATE YOUR PARTICIPATION UNDER THESE TERMS, AND IRREVOCABLY ELIMINATE ANY COMMISSION YOU MAY HAVE ACCUMULATED WITHOUT PRIOR NOTICE AND WITHOUT LIABILITY TO YOU, IF WE, IN OUR REASONABLE DISCRETION, BELIEVE THAT YOU HAVE ENGAGED IN FRAUDULENT OR ABUSIVE ACTIVITIES IN CONNECTION WITH THE PROGRAM.

5. Other Restrictions

You may promote your own brand together with the Link, however, any promotion mentioning BeLive must clearly state in a conspicuous manner that you are not associated with BeLive.

You should know that ertain forms of advertising are always prohibited by BeLive. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name and brnad. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once.

In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers in order to promote BeLive so long as the recipient is already a customer or subscriber of your platform or has provided his prior written consent to such mailings, and recipients have the option to remove themselves from future mailings in accordance to the applicable law. You may post to groups in order to promote BeLive so long as the group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your platform as independent from BeLive. If it comes to our attention that you are spamming or otherwise harming the reputation of BeLive, we will consider that cause for immediate termination of this Agreement and your participation in the Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

PPC bidding is NOT allowed without prior written permission from BeLive. You may not use any other form of paid or sponsored advertising to promote the Link without our prior written approval

6. BeLive’s Rights and Obligations

We and our licensors own all rights, title and interest in and to BeLive and the Program, including any patents, copyrights, trademarks, trade names, service marks, trade secrets and other intellectual property rights, and any goodwill associated therewith.

We have the right to monitor your platform at any time in order to determine if you are complying with the terms and conditions of this Agreement. We may notify you of any changes we feel should be made to you platform in order to make sure that your links to BeLive are appropriate.

We may, at any time and without prior notice, change the layout, design, scope, features or availability of the Program or your Account. Such changes, by their nature, may cause inconvenience or even malfunctions. YOU ACKNOWLEDGE AND AGREE THAT WE DO NOT ASSUME ANY RESPONSIBILITY WITH RESPECT TO, OR IN CONNECTION WITH THE INTRODUCTION OF SUCH CHANGES OR FROM ANY MALFUNCTIONS OR FAILURES THAT MAY RESULT THEREFROM.

We may, at any time and in our sole discretion, discontinue or terminate the operation of the Program, or any part thereof, temporarily or permanently, for all Affiliates, or for certain Affiliates, without any liability to you. We may also suspend the operation of the Program, in whole, or in part, for periodic maintenance or similar purposes, without any liability to you.

7. Termination

This Agreement will become effective upon our acceptance of your Affiliate application and will continue unless terminated as provided hereunder.

Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or any other reasonable way. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. Upon termination, we will terminate your Affiliate Account and block your access to, and use of, the Program.

In the event we decide to terminate the Agreement without cause, as aforementioned, your entitlement for reward will survive such termination and shall continue to be paid in accordance with the terms of section 9 hereunder.

We reserve the right to terminate your participation in the Program immediately and without prior notice to you, without bearing any liability to you nor reward you for your introductions, neither past nor future, to the users, if we determine in our sole discretion that:

(1) you failed to make the changes to your platform that we feel are necessary;

(2) you abused your use of the Program;

(3) you breached any of the terms and conditions set forth in this Agreement.

8. Modifications and changes to this Agreement

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and the Program rules. If any modification is unacceptable to you, you are required to terminate this Agreement by written notice. Your continued participation in the Program following the posting of the change notice or new Agreement on our website will indicate your consent to the changes.

9. Consideration and payout

During the term of this Agreement you will be entitled to receive a commission in an amount equal to twenty percent (20%) of each Net Monthly and Yearly Payment (as defined below) that will be actually collected by BeLive from Net Monthly and Yearly Payments from each New User (the “Consideration”).

Consideration shall be “earned” only if: (a) the New User subscribed to one of the payable BeLive plans while this Agreement is in full force and effect, (b) you are in full compliance with the terms and conditions set forth herein, and (c) BeLive receives full payment from the New User for a new subscription payable to a BeLive plan.

Net Monthly and Yearly Payment means the subscription fees actually received by BeLive from a New User that has subscribed to one of the BeLive’s payable packages through your Link (excluding any other payment or revenue that has been received from such a New User to BeLive for other products or services provided by BeLive), less any chargebacks (and associated fees), credits and refunds that have been paid to such a new user and any sales taxes (such as VAT). In the event that a chargeback (and associated fees), credit or refund is provided to such a New User, you acknowledge and agree that BeLive may deduct or offset the applicable portion of the amounts from your subsequent Consideration payments. In the event no further Consideration payments are due to you, you shall promptly, upon BeLive’s demand, repay BeLive any such chargebacks (and associated fees), credits and refunds.

BeLive shall pay you the applicable earned Consideration within thirty (30) days after the end of the calendar month in which BeLive receives payment from the applicable New User.

The Consideration may be considered taxable income pursuant to the tax laws applicable you. You are solely responsible for reporting the Consideration to the relevant taxation authorities and paying all taxes applicable to the Consideration as required by the applicable tax laws. If we so request, you will promptly complete and submit to us all tax forms, tax certificates or tax authorizations we deem necessary, under the applicable tax laws..

To be entitled to receive the Consideration you must have a valid payout account. Consideration accumulated in your Affiliate Account is non-transferable and non-assignable. You are not entitled to any interest or linkage differentials on Consideration accumulated in your Affiliate Account.

The information documented in our systems and records, such as the subscriptions and payments of New Users, will be used to determine eligibility for the Consideration and are final and non-contestable.

You may redeem the Consideration you have accumulated only if the value of your accumulated Consideration is greater than the then-current minimum threshold for redemption, as we may prescribe from time to time and advertise on your Affiliate Account.

If, despite repeated attempts, we are not able to wire you the Consideration accumulated in your Affiliate Account and are unable to contact you using the contact information you provided, we may irrevocably erase and cancel any Consideration you may have accumulated.

BeLive uses a third party to handle all payments. The third party is PayPal.com and FastSpring. Kindly review the payment processors terms and conditions, User agreement and privacy policies.

10. Disclaimer of Warranty

BELIVE AND THE PROGRAM ARE PROVIDED FOR USE “AS IS” AND “WITH ALL FAULTS”. WE AND OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ADVISORS, CONSULTANTS, SUBCONTRACTORS AND ASSIGNEES (COLLECTIVELY, OUR “STAFF”) DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, WITH RESPECT TO THE PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, OR EXPECTED OUTCOME OR EARNINGS. YOU ACKNOWLEDGE AND AGREE THAT THE YOUR PARTICIPATION IN THE AFFILIATE PROGRAM IS ENTIRELY, OR TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, AT YOUR OWN RISK.

WE DO NOT WARRANT THAT THE AFFILIATE PROGRAM WILL OPERATE WITHOUT DISRUPTION, ERRORS OR INTERRUPTIONS, OR THAT IT WILL BE ACCESSIBLE, OR AVAILABLE AT ALL TIMES OR IMMUNE FROM ERRORS, GLITCHES OR UNAUTHORIZED ACCESS.

11. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR STAFF, SHALL NOT BE LIABLE TO YOUR, FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, STATUTORY, INCIDENTAL OR CONSEQUENTIAL DAMAGE, OR ANY SIMILAR DAMAGE OR LOSS (INCLUDING LOSS OF OPPORTUNITY FOR CONSIDERATION AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT, CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION WITH THE AFFILIATE PROGRAM, INVITEES OR NEW USERS, THE USE OF, OR THE INABILITY TO PARTICIPATE IN THE AFFILIATE PROGRAM, OR FROM ANY FAILURE, ERROR, OR BREAKDOWN IN THE FUNCTION OF THE AFFILIATE PROGRAM OR BELIVE, OR FROM ANY DELAYED OR INCOMPLETE REGISTRATIONS, OR FROM ANY COMPUTER OR COMMUNICATION MALFUNCTIONS, OR FROM ANY FAULT, OR ERROR MADE BY THE INVOLVED PERSON’S STAFF, OR FROM ANY DENIAL OR DISQUALIFICATION OF YOUR PARTICIPATION IN THE AFFILIATE PROGRAM OR OF NEW USERS REGISTRATION TO BELIVE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AND AGGREGATE LIABILITY OF BELIVE AND OUR STAFF SHALL BE LIMITED TO THE CONSIDERATION YOU HAVE ACCUMULATED (IF ANY) IN YOUR AFFILIATE ACCOUNT. NOTWITHSTANDING THE FOREGOING, WE SHALL NOT BE RELEASED FROM OUR LIABILITY TO REMIT TO YOU PAYMENT OF THE CONSIDERATION YOU HAVE ACCUMULATED, IF AND TO THE EXTENT YOU ARE ELIGIBLE UNDER THIS AGREEMENT.

12. Indemnification

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

13. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential" or that is confidential by nature (e.g., customer list) will remain the sole property of BeLive, and you undertake to keep in confidence and not use or disclose such proprietary information of BeLive without express written permission of BeLive.

14. Miscellaneous

You may contact us with any question or comment, at: marketing@belive.tv

You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and BeLive. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or otherwise, that would reasonably contradict anything in this Section.

You may not assign your rights and obligations under this Agreement to any third party without BeLive’s prior written notice.

Governing law and jurisdiction - Regardless of your place of residence or where you access or use the Affiliate Program from, this Agreement and your participation in the Program will be governed by and construed solely in accordance with the laws of the State of Israel, excluding any otherwise applicable rules of conflict of laws, which would result in the application of the laws of a jurisdiction other than the State of Israel. Any and all disputes, claims or controversies between you and us regarding this Agreement or your participation in the Program shall be subject to the exclusive jurisdiction and venue of competent courts in the city of Tel-Aviv, Israel.

You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

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

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

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

Last updated: May 17, 2021