Terms of Service

Last updated: 13.04.2025

1. General Provisions

1.1 Germius Technologies L.L.C-FZ, located at Meydan Grandstand, 6th floor, Meydan Road, Nad Al Sheba, Dubai, U.A.E. (hereinafter referred to as the "Company"), provides users with access to the tracking platform – a system for affiliate marketing tracking with modules for analytics, e-commerce, billing, CRM, and others (hereinafter referred to as the "Platform"), under the terms of these Terms of Service (hereinafter referred to as the "Terms" or "Agreement").

1.2 The Platform may be used by any competent individual who has reached the legal age according to the laws of their country of residence/registration. If the User is acting on behalf of a legal entity, they confirm that they have all necessary legal authority to enter into this Agreement on behalf of that organization. The User guarantees that all information provided by them during registration and use of the Platform is accurate and takes responsibility for all actions carried out under their account (including actions of any third parties who have access to the account with their permission or negligence).

1.3 These Terms govern the relationship between the Company and any individual or legal entity (hereinafter referred to as the "User"), who has registered an account on the Platform or otherwise entered into an agreement with the Company for the use of the services provided by the Company. This Agreement, along with any separately concluded agreement (e.g., a custom service agreement or invoice), forms a single contract and determines the terms of using the Platform. In the event that a separate agreement expires and the cooperation between the parties continues without signing a new agreement, these Terms remain in force until the cooperation is terminated or a new agreement is concluded. By starting to use the Platform (including by registering an account or accessing the Company's services), the User confirms their acceptance of these Terms, the Privacy Policy, and any additional rules and instructions the Company may publish on its website or within the Platform interface. If the User disagrees with any provisions of the Terms or the Privacy Policy, they must not use the Platform and services of the Company.

1.4 The Company reserves the right to amend these Terms and the Privacy Policy at any time. The Company may notify the User of significant changes by posting the corresponding information on the Platform's website, through the account interface, or by email. The User is advised to periodically check the most up-to-date version of the Terms. Continued use of the Platform after amendments signifies the User's agreement to the updated version of the Terms, unless otherwise specified in a separate written agreement between the parties.

2. Definitions

2.1 "User" – any competent individual or legal entity who has registered an account on the Platform or entered into an agreement with the Company for the provision of services and uses the Platform in accordance with these Terms.

2.2 "Platform" – the software-hardware system (including the website and associated software modules) provided by the Company, designed for affiliate marketing tracking, with features for analytics, e-commerce, billing, CRM, and other related capabilities.

2.3 "Services" – services provided by the Company to the User via the Platform and its functionality, as well as any related support, consultation, and integration services, as specified in a separate agreement or provided by the Company at its discretion.

2.4 "Separate Agreement" – an individual written agreement between the Company and the User (e.g., a service agreement, invoice order, or other document, including Insertion Order (IO)), which establishes specific commercial terms of cooperation, such as the volume of services provided, deadlines, compensation, and payment terms. The Separate Agreement, along with these Terms, governs the relationship between the parties in the part specifically outlined in such an agreement.

2.5 "Content" (or "Advertising Materials") – any materials and information provided by the User (or on their behalf) for use in connection with the Platform, including but not limited to: advertising creatives, ads, banners, links, texts, graphics, logos, trademarks, product and service information, and other marketing or commercial information.

2.6 "API" – the Application Programming Interface provided by the Company for accessing specific functions of the Platform and integrating external systems of the User with the Platform. API usage is governed by these Terms and any additional policies and documentation provided by the Company for developers.

2.7 "Website" – the Company's website, through which the User may access the Platform and which publishes information about the Company’s Services, including any associated web pages and domains under the Company’s control.

3. Provision of Services

3.1 Subject to the User’s compliance with these Terms and the existence of a duly concluded Separate Agreement, the Company agrees to exert commercially reasonable efforts to provide the User with access to the Platform and deliver the agreed-upon services in accordance with the terms of such agreement and this Agreement.

3.2 The User agrees to provide the Company with all information, documents, and assistance necessary for the initiation and proper provision of services. Specifically, upon the Company's request, the User provides up-to-date registration details, contact information, payment details (for invoicing), and any other relevant information required for setting up the account and integrating the Platform with the User's systems. The User is responsible for the completeness and accuracy of the information provided.

3.3 The Company does not guarantee specific results or metrics in connection with the use of the Platform unless explicitly stated in writing. The User acknowledges that the effectiveness of marketing campaigns, sales volume, number of conversions, income, and other commercial or analytical indicators depend on many factors beyond the Company's control. The Company does not promise a specific amount of traffic, conversions, sales, or any other effect from the User's use of the Platform.

3.4 The Company reserves the right to decline, suspend, or terminate any User campaign or remove or block any Content provided by the User if, in the Company's opinion, such Content is not suitable for placement or use on the Platform or may violate applicable laws or expose the Company to liability. The Company may take such action without explanation but will notify the User, if possible, of the actions taken and the reasons. However, the Company may suspend or terminate access without prior notice if it deems it necessary to protect its legitimate interests or prevent violations.

3.5 Nothing in this Agreement establishes exclusive relationships between the parties. The Company retains the right to provide similar services to other clients, including potential competitors of the User, and to cooperate with any partners at its discretion. The User understands that they do not have exclusive rights to use the Company's services and cannot prevent the Company from serving other clients or raising objections regarding such cooperation.

4. Payment

4.1 The User agrees to pay the Company for its services in accordance with the compensation and terms specified in the Separate Agreement and these Terms. The amount of compensation and the payment method are specified in the agreement (e.g., in the form of fees for access to the Platform, one-time payments for services rendered, or other arrangements).

4.2 The Company issues invoices to the User for services on a periodic basis, as outlined in the Separate Agreement (e.g., monthly at the end of the calendar month) or after the completion of a specific stage/period of services, as agreed upon by the parties. The amounts to be paid are calculated based on the data recorded by the Platform or in accordance with the terms of the agreement. If the User has objections to the issued invoice (e.g., regarding the volume of services rendered or tracking data), they must notify the Company in writing (by email) no later than 5 (five) calendar days from the date the invoice was issued. In the absence of objections within this period, the invoice is considered accepted by the User, and they must pay the amounts specified therein.

4.3 Payment for services is made by the User through a bank transfer to the Company's account, as specified in the invoice or other payment document. All bank fees and other transfer charges are the responsibility of the User. Other payment methods (e.g., electronic payment systems) may be used only with explicit consent and prior agreement with the Company.

4.4 To properly track results and parameters of services provided, the User may need to install or integrate specific tracking tools provided by the Company (e.g., tracking pixels, code snippets, SDKs, or similar means; hereinafter referred to as "Tracking Tools"). The installation and testing of the Tracking Tools are the User's responsibility, in accordance with the Company’s instructions. If the User fails to install or improperly installs the provided Tracking Tools, the Company is not responsible for incomplete or distorted data, and services will be considered properly rendered. In the case of discrepancies in data tracking, the data recorded by the Platform's systems shall prevail, unless the User provides substantiated proof of a technical error.

4.5 If the User delays payment for any undisputed invoice for more than 5 (five) working days from the due date, the Company has the right to suspend or restrict the User’s access to the Platform (or suspend the provision of services) until full payment of overdue amounts and accrued penalties is received. Suspension of services due to payment default is not considered a breach of obligations by the Company and does not relieve the User from paying for the services rendered in full.

5. Content

5.1 The User grants the Company and its affiliates (when involved in providing services) a non-exclusive, worldwide, royalty-free license to use the provided Content to the extent necessary to fulfill the terms of this Agreement and provide the services. This license includes the right to reproduce, publicly display, perform, transmit, translate, modify (adapt formats), and distribute the Content, as well as to use the trademarks, logos, and branding contained within the Content, solely for the purpose of executing this Agreement and the Separate Agreement.

5.2 The Company reserves the right to decline, suspend, or terminate the placement of any Content provided by the User if such Content violates the terms of these Terms or the law, or for any other reason as specified in section 3.4 above. The Company is not obliged to pre-moderate or verify all provided Content but may request the User to replace or remove specific materials if it deems them unacceptable or unlawful.

5.3 The User is solely responsible for all Content they upload, publish, or otherwise use via the Platform. The Company is not responsible for the content of Advertising Materials provided by the User or their partners (including affiliates/partners in the program) and will not compensate for any direct or indirect losses arising from the unlawful, misleading, or inappropriate nature of such Content. The User guarantees that their Content complies with all applicable requirements and does not infringe upon third-party rights (further guarantees are outlined in section 6).

5.4 If the Platform collects, stores, or processes personal data or other confidential information of third parties (e.g., data about the User’s clients, affiliate program participants, etc.), the User agrees to comply with all applicable laws regarding data protection and privacy. The User must independently obtain the necessary legal grounds (data subject consents or other authorizations) for processing such data via the Platform. In the relationship between the parties, the User is the controller of such data, and the Company acts as a processor, providing the technical means for data processing. The User must also adhere to the Company's Privacy Policy (if published) and take necessary measures to protect personal data while working within the Platform.

6. Representations and Warranties of the User

6.1 The User represents and warrants that:

(i) they have the necessary legal capacity and, if applicable, the proper corporate authority to enter into and perform this Agreement and the Separate Agreement; if the User is a legal entity, the person accepting these Terms has the legal authority to act on behalf of this legal entity;

(ii) they have all necessary rights to the Content provided to the Company and to grant the Company the rights to use such Content in accordance with these Terms; placing and using the Content on the Platform does not violate and will not violate the intellectual property or personal rights of any third parties;

(iii) neither the Content nor its use by the User on the Platform is or will be in any way:

(iv) the User will comply with all applicable laws and rules when using the Platform and will follow the Company's reasonable instructions regarding the provision of services.

6.2 The User agrees to indemnify the Company and its affiliates for any damages, fines, costs (including reasonable legal fees), and satisfy any legitimate claims from third parties arising from the User's violation of the representations, warranties, or other obligations set forth in this Agreement, or from the User's use of the Platform in violation of third-party rights or legal requirements. In the event of any claims or lawsuits being filed against the Company by third parties in connection with the User’s actions or provided Content, the Company may, at its discretion (or with third-party assistance), resolve such claims or conduct a defense, and the User agrees to provide necessary assistance and reimburse the Company for any reasonable costs incurred in connection with this.

7. Use of API

7.1 If the Company provides the User with access to the API, the User is granted a limited, non-exclusive, non-transferable right to use the API solely for the purpose of integrating the User's internal systems, websites, or applications with the Platform to obtain the agreed services. API usage is permitted only within the scope and in the manner expressly authorized by these Terms and the corresponding documentation or instructions provided by the Company.

7.2 To access the API, the Company may provide the User with unique credentials (keys, tokens, logins/passwords). The User agrees to keep the provided keys and other API credentials confidential, preventing their loss or unauthorized disclosure to third parties. Any actions carried out using the User's API credentials are considered to be actions by the User. If the User suspects that their credentials have been compromised (e.g., leaked), they must immediately notify the Company and take measures to replace or revoke the compromised credentials.

7.3 The User agrees to follow all technical restrictions and rules for using the API established by the Company. It is prohibited to use the API in a manner that may disrupt the normal operation of the Platform or the Company's infrastructure or cause harm to the Company or other users. Specifically, the User should not exceed the limits or quotas on the number of requests or volume of data transferred (if such limits are communicated to the User), make excessive automated requests, or attempt to bypass the restrictions or security measures implemented in the API. The User is also prohibited from using the API for any unlawful, fraudulent, or unauthorized purposes.

7.4 The API and data obtained through it may only be used by the User for their internal business purposes related to the operation of the Platform and their own services. The User may not use the API to create an independent or competing product or service that replicates the functionality of the Platform (in whole or in part), nor may they attempt to decompile, disassemble, reverse-engineer, or otherwise extract the source code or algorithms of the Platform or the API, except where permitted by applicable law.

7.5 The Company reserves the right to monitor and analyze the User's API requests (including volume and frequency of requests) for compliance with these Terms and to ensure the stable operation of the services. If violations are detected (e.g., exceeding limits or other abuses of the API) or there is a threat to the security or stability of the Platform, the Company has the right to limit or temporarily suspend the User’s access to the API (e.g., blocking requests or revoking issued credentials) without prior notice. The Company will notify the User of the violations and the necessary measures for restoration, if possible, but may immediately apply restrictions to protect the Platform and its legitimate interests.

7.6 The Company reserves the right to modify, temporarily suspend, or permanently discontinue the provision of API access (in whole or in part, for specific functions or versions). The Company will, if possible, notify the User of significant changes or complete discontinuation of API support in advance – by posting information on the Website, in documentation, or by sending an email notification. The User acknowledges that any changes or discontinuation of the API may affect their own integrations. The Company is not responsible for any damages or losses the User may incur due to such changes or discontinuation of the API.

7.7 The API is provided "as is" and "as available," with no direct or implied warranties from the Company. The full application of the disclaimers and limitations of liability provided in section 11 of this Agreement applies to the use of the API.

8. Termination of Agreement

8.1 This Agreement is concluded for an indefinite period and remains in force until terminated by either party in accordance with the provisions of this section. A temporary suspension of services or the User's non-use of the Platform for any period does not constitute a breach by the Company and does not automatically lead to the termination of the Agreement.

8.2 Either party has the right to terminate this Agreement unilaterally, without stating reasons, by notifying the other party in writing (including by email) at least 2 (two) working days before the intended termination date. Upon the expiration of this period, the User’s access to the Platform will be disabled. The User must pay all accrued and undisputed service charges no later than 15 (fifteen) working days from the date of termination.

8.3 The Company may unilaterally terminate this Agreement immediately, by providing written notice to the User (email is acceptable), in the event of a material breach by the User of these Terms and/or the Separate Agreement. Material breaches include, but are not limited to: (i) use of the Platform in violation of the law; (ii) posting or distributing Content through the Platform that is unlawful, fraudulent, misleading, obscene, defamatory, or otherwise violates sections 5.2 or 6.1(iii); (iii) repeated or severe payment default or refusal to pay duly invoiced amounts; or (iv) any actions by the User causing or potentially causing damage to the Company's business reputation, or leading to liability or losses for the Company. In such cases, the Company may terminate the provision of services and disable the User's access to the Platform immediately (as of the date of the notice or the date specified therein) without any grace period. The Company is not liable for any expenses or losses incurred by the User in connection with such termination. Upon any termination, the User’s obligations to pay for rendered services and the provisions that by their nature survive termination (including, but not limited to, confidentiality, usage restrictions, and liability provisions) remain in effect.

9. Confidentiality

9.1 In the course of cooperation, one party (the "Disclosing Party") may disclose to the other party (the "Receiving Party") confidential information related to its business, products, services, customers, or technologies. "Confidential Information" means any information or materials (regardless of form or medium) that are explicitly marked as confidential or are of such a nature that they should reasonably be deemed confidential. This includes, but is not limited to, technical documentation, source code, drawings, diagrams, algorithms, software, trade secrets, financial statements, business plans, marketing strategies, client or partner lists, cooperation terms not publicly available, or other non-public business information. Disclosure of Confidential Information is at the Disclosing Party’s discretion, and nothing in this Agreement obligates it to disclose information it does not wish to disclose.

9.2 The Receiving Party agrees: (i) to use the received Confidential Information solely for the purpose of performing this Agreement and obtaining or providing the related services; (ii) not to disclose or transfer Confidential Information to any third parties without the prior written consent of the Disclosing Party, except for employees, agents, or affiliates of the Receiving Party who need to know such information to fulfill the Agreement (provided that they are subject to similar confidentiality obligations); (iii) to take reasonable measures to protect the Confidential Information, at least as stringent as those used to protect its own confidential information of a similar nature; (iv) not to copy or reproduce the Confidential Information, except to create one archival copy for backup purposes, provided it retains any confidentiality markings present on the original.

9.3 The confidentiality obligations do not apply to information that: (i) became publicly available through no wrongful act of the Receiving Party (i.e., without the Receiving Party’s violation of this Agreement); (ii) was lawfully known to the Receiving Party prior to disclosure by the Disclosing Party (as evidenced by documentation); (iii) was independently developed or received by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; (iv) is approved for disclosure with the written consent of the Disclosing Party; or (v) is required to be disclosed by law or by a valid order of a competent court or government authority (provided that the Receiving Party, to the extent permissible, notifies the Disclosing Party in advance of the requirement to disclose the information and takes reasonable steps to minimize the extent of disclosure and protect its confidential nature).

9.4 The Disclosing Party retains all rights to its Confidential Information. This Agreement does not constitute a transfer or assignment of any intellectual property rights to the Disclosing Party’s Confidential Information. The Receiving Party is granted only limited rights to use the disclosed information solely for the performance of this Agreement. Upon the written request of the Disclosing Party or upon termination of the Agreement, the Receiving Party must promptly return or destroy (at the Disclosing Party’s option) all media containing the Disclosing Party’s Confidential Information, as well as delete the Confidential Information from its electronic systems, except where retention of copies is required by law or for archival purposes. In that case, the Confidential Information remains subject to protection under this Agreement.

10. Intellectual Property

10.1 All intellectual property rights to the Platform, the Website, and any elements and content provided by the Company as part of the services (including, but not limited to, design, graphics, user interface, software code, databases, texts, logos, trademarks, images, audio and video materials) belong to the Company or are licensed to it and are protected by copyright, trademark, trade secret, and other applicable laws. The User does not acquire any intellectual property rights in the Company’s assets by entering into this Agreement or by obtaining access to the Platform, except for the limited license explicitly granted to use the Platform under the Services.

10.2 The User is not permitted to copy, reproduce, distribute, modify, translate, publicly display, publish, transmit, rent, sublicense, or otherwise use any part of the Platform, the Website, or related materials for commercial or public purposes without the prior written consent of the Company. In particular, the User shall not extract and use the design, graphics, trademarked style, software code, databases, or any other component of the Platform separately from the Platform itself. The User shall not remove, alter, or obscure copyright, trademark, or other proprietary notices placed on the Website or in the Platform’s interface.

10.3 The User may use information about the Company, the Platform, and its services (e.g., information published on the Website or provided by the Company) solely for internal informational purposes. In doing so, the User agrees: (i) not to remove or alter notices of rights or other legal markings contained therein; (ii) to use such information only for personal or internal organizational review, and not to publish or distribute it publicly without the Company’s consent; (iii) not to modify such materials; (iv) not to make any statements or warranties on behalf of the Company based on the content of such informational materials.

10.4 Any feedback, suggestions, ideas, or recommendations for improving the Platform or the Company’s services that the User voluntarily provides may be used freely by the Company at its discretion without compensation to the User. The User understands that such suggestions are provided free of charge and do not impose any obligation on the Company to implement them. The Company may, at its discretion, implement or decline to implement any improvements suggested by the User, and the User acquires no rights to any corresponding modifications to the Platform or services.

11. Final Provisions

11.1 Neither party may assign or otherwise transfer its rights and obligations under this Agreement to any third party without the prior written consent of the other party, except as follows. The Company may, without the User’s consent, assign or transfer its rights and obligations under this Agreement (including the Separate Agreement) to an affiliate or successor (e.g., due to reorganization, merger, or business sale), and may involve subcontractors or partners in fulfilling its obligations, provided that such transfer does not diminish the warranties or limit the User’s rights hereunder. This Agreement will be binding upon the successors and permitted assigns of each party.

11.2 The Company reserves the right to include the User’s name and logo in a list of its clients and partners, as well as use them in marketing materials, press releases, and promotional messages demonstrating cooperation, without requiring additional consent from the User. At the Company’s request, the User shall provide relevant materials (e.g., an up-to-date logo, a brief company description, etc.) for such purposes. If the User does not wish for their name or logo to be publicly mentioned, they may notify the Company in writing, in which case the Company will cease such usage going forward.

11.3 The Company does not guarantee that the Platform and the services will be available at all times without interruptions or errors. Services are provided on an “as is” and “as available” basis. The Platform’s operation may be impacted by factors outside the Company’s control. The Company is not liable for any delays, disruptions, limitations, or failures in the operation of the Platform caused by factors beyond its reasonable control, including but not limited to force majeure circumstances, actions (or inactions) of governmental authorities, failures of communication channels or Internet infrastructure, power outages or equipment malfunctions, and third-party actions.

11.4 To the fullest extent permitted by law, neither party shall be liable to the other for any indirect, consequential, incidental, punitive, or special damages, or for any loss of profits, revenue, contracts, business opportunities, data, goodwill, or anticipated savings, arising out of or in connection with this Agreement or the use of the Platform, even if such party was advised of the possibility of such damages.

11.5 To the fullest extent permitted by law, the Company’s aggregate liability to the User under any claim arising out of this Agreement shall be limited to the amount paid by the User to the Company for the services during the billing period (e.g., the calendar month) in which the event giving rise to the Company’s liability occurred. This limitation applies to all claims, including liability for breach of contract, warranty, negligence, or other tort, and remains effective even if the stated remedy fails of its essential purpose.

11.6 The liability limitations in sections 11.4–11.5 do not apply to: (i) liability for breach of confidentiality obligations (section 9); (ii) liability for the infringement of intellectual property rights; (iii) the User’s obligation to indemnify the Company as set forth in section 6.2; or (iv) liability for willful misconduct or fraud. Nothing in this Agreement limits the liability of a party where such limitation is prohibited by applicable law.

11.7 If a party resorts to litigation, arbitration, or any other official method to enforce its rights under this Agreement (e.g., to collect debts), and a material breach of the Agreement by the other party is established, the breaching party shall compensate the prevailing party for all reasonable expenses and costs associated with the case, including attorneys’ fees and court fees.

11.8 These Terms (including references to additional agreements and Separate Agreements) constitute the entire agreement between the parties regarding the subject matter hereof and supersede all prior communications, agreements, and correspondence. Any amendments or supplements to this Agreement shall be valid only if made in writing and signed by both parties, or if duly published by the Company in the manner set out in section 1.4.

11.9 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be deemed removed to the minimum extent required to remedy such invalidity, without affecting the validity of the remaining provisions. In the event any provision is deemed invalid, the parties shall endeavor to replace it with a valid provision that most closely reflects the parties’ original intent and purpose.

11.10 A party’s failure or delay in exercising any right under this Agreement does not constitute a waiver of that right. A waiver of any right or a consent to the breach of any provision shall only be effective if in writing and signed by an authorized representative of the party granting the waiver.

11.11 This Agreement is governed by the laws of the United Arab Emirates as applicable in the Emirate of Dubai. All disputes, disagreements, or claims arising out of or in connection with this Agreement shall be subject to the competent courts located in Dubai, U.A.E. This does not prevent the Company from seeking protection of its rights in other jurisdictions if explicitly allowed by applicable law and necessary for the effective protection of its interests. Before initiating court proceedings, the parties shall, where possible, attempt to resolve the dispute through negotiation, and if mutually agreed, through mediation.