CloudAlly Affiliate Program Agreement

PLEASE READ THE ENTIRE AGREEMENT CAREFULLY.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CLOUDALLY LTD., A CORPORATION WITH
THE WEBSITECLOUDALLY.COM ("CloudAlly"). BY SUBMITTING THE ONLINE APPLICATION,
YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR
EACH TERM AND CONDITION.
1. Overview
This Agreement contains the complete terms and conditions that apply to You becoming an
affiliate in CloudAlly Affiliate Program. The purpose of this Agreement is to allow HTML
linking between Your website and the CloudAlly.com website. Please note that throughout
this Agreement, "We", "Us", and "Our", refer to CloudAlly; "You" "Your" and "Yours" refer
to the affiliate; "Program" refers to CloudAlly Affiliate Program.
2. Affiliate Obligations
1. To begin the enrollment process, you will complete and submit the online application at
the CloudAlly.com server. We may evaluate Your application and may reject Your
application at Our sole discretion. We may cancel Your application at any time if we
determine, in Our sole discretion, that Your site is unsuitable for Our Program, including if it:
a) Promotes sexually explicit materials;
b) Promotes violence;
c) Promotes discrimination based on race, sex, religion, nationality, disability, sexual
orientation or age;
d) Promotes illegal activities;
e) Incorporates any materials which infringe or assist others to infringe any
copyright, patent, trademark or other intellectual property rights or violate the law;
f) Includes "CloudAlly" or variations or misspellings thereof in its domain name;
g) Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene,
harassing, or racially, ethnically or otherwise objectionable to us in Our sole
discretion; or
h) Contains software downloads that potentially enable diversions of commission
from other affiliates in Our Program.
2. You may neither create or design Your website or any other website that You operate,
explicitly or implicitly in a manner which resembles Our website nor design Your website in
a manner which leads customers to believe You are Us or any other affiliated business.
3. As a member of the Program, you will have access to Our affiliate team from whom You
will be able to get Our Program’s details, banner creatives, and a dedicated coupon code
generated by a third-party, assigned to You.
4. We reserve the right, at any time, to review Your placement and approve the use of
banner creatives and dedicated coupon code and require that You change the placement or
use to comply with Our guidelines.

5. The maintenance and the updating of Your site will be Your responsibility. We may
monitor Your site as We feel necessary to make sure that it is up-to-date and to notify You
of any changes that We feel should enhance Your performance.
6. It is entirely Your responsibility to follow all applicable intellectual property and other
laws that pertain to Your site. You must have express permission to use any person's
copyrighted material, whether it be a writing, an image, or any other copyrightable work.
We will not be responsible (and You will be solely responsible) if You use another person's
copyrighted material or other intellectual property in violation of the law or any third-party
rights.
3. Our Rights and Obligations
1. We have the right to monitor Your site at any time to determine if You are following the
terms and conditions of this Agreement. We may notify You of any changes to Your site that
We feel should be made, or to make sure that Your links to Our website are appropriate and
to notify further You of any changes that we feel should be made. If You do not make the
changes to Your site that We feel are necessary, We reserve the right to terminate Your
participation in the Program.
2. We reserve the right to terminate this Agreement and Your participation in the Program
immediately and without notice to You, should You commit fraud in Your use of the
Program or should You abuse this Program in any way. If such fraud or abuse is detected,
We shall not be liable to You for any commissions for such fraudulent sales.
3. This Agreement will begin upon Our acceptance of Your Affiliate application by emailing
to Your registered email address and will continue unless terminated hereunder.
4. Termination
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 or email. In addition,
this Agreement will terminate immediately upon any breach of this Agreement by you.
5. Modification
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's rules. If any
modification is unacceptable to you, your only option is to end this Agreement. Your
continued participation in the Program following the posting of the change notice or new
Agreement on our site will indicate Your agreement to the changes.
6. Discount percentage to users
When a user purchases Our product with your dedicated coupon code, he/she will be
entitled to get a specified discount percentage. The actual percentage will be
communicated to you from our affiliate team. Your dedicated coupon code cannot be used
by CloudAlly's resellers.
7. Commission
Instead of fixed compensation, You receive Advertising Cost Compensation based on orders
with irrevocably completed payment (also called "Commission" in the Control Panel) in
exchange for publishing the advertisements. The Advertising Cost Compensation depends

on the actual sales generated by end users referred via the electronic advertisement / the
Affiliate's link.
8. Payment
Payment of the total commission You are entitled to get for a specific month will be
transferred to Your registered PayPal or Bank Transfer account within the following month.
9. Promotion Restrictions
1. You are free to promote Your own websites, but naturally any promotion that mentions
us and/or our products could be perceived by the public or the press as a joint effort. You
should know that certain forms of advertising are always prohibited by us. For example,
advertising commonly referred to as "spamming" is unacceptable to us and could cause
damage to our name. 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 to promote Us so long as the recipient is
already a customer or subscriber of Your services or website, and recipients have the option
to remove themselves from future mailings. Also, you may post to newsgroups to promote
Us so long as the newsgroup specifically welcomes commercial messages. At all times, You
must clearly represent Yourself and Your websites as independent from Us. If it comes to
Our attention that You are spamming, we will consider that cause for immediate
termination of this Agreement and Your participation in the CloudAlly Affiliate Program. Any
pending balances owed to You will not be paid if Your account is terminated due to such
unacceptable advertising or solicitation.
2. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns
on keywords such as CloudAlly.com, CloudAlly, www.CloudAlly,www.CloudAlly.com, and/or
any misspellings or similar alterations of these – be it separately or in combination with
other keywords – and do not direct the traffic from such campaigns to their own website
prior to re-directing it to Ours, will be considered to be trademark violators, and will be
banned from CloudAlly’s Affiliate Program. We will do everything possible to contact the
affiliate prior to the ban. However, we reserve the right to expel any trademark violator
from Our affiliate Program without prior notice, and on the first occurrence of such PPC
bidding behavior.
3. Affiliates are not prohibited from keying in a prospect’s information into the lead form as
long as the prospects’ information is real and true, and these are valid leads (i.e., sincerely
interested in CloudAlly’s services).
10. Grant of Licenses
1. We grant You a non-exclusive, non-transferable, revocable right to (i) access Our site
through HTML links solely in accordance with the terms of this Agreement and (ii) solely in
connection with such links, to use our logos, trade names, trademarks, and similar
identifying material (collectively, the "Licensed Materials") that We provide to You or
authorize for such purpose. You are only entitled to use the Licensed Materials to the extent
that You are a member in good standing of the Program. You agree that all uses of the
Licensed Materials will be on behalf of Us and the goodwill associated therewith will inure
to the sole benefit of Us.

2. Each party agrees not to use the other's proprietary materials in any manner that is
disparaging, misleading, obscene or that otherwise portrays the 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 in its respective rights and no right, title, or interest is transferred to the other.
11. Disclaimer
WE MAKE NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR
SERVICE AND WEBSITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, AND ANY
IMPLIED WARRANTIES INCLUDING FITNESS FOR A PARTICULAR PURPOSE,
MERCHANTABILITY AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED.
IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR WEBSITE WILL
BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE
CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
12. Representations and Warranties
You represent and warrant that:
a) This Agreement has been duly and validly executed and delivered by You and constitutes
Your legal, valid, and binding obligation, enforceable against You in accordance with its
terms;
b) You have the full right, power, and authority to enter into and be bound by the terms and
conditions of this Agreement and to perform Your obligations under this Agreement,
without the approval or consent of any other party;
c) You have sufficient right, title, and interest in and to the rights granted to Us in this
Agreement.
13. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS
AGREEMENT UNDER CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER
LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL
OR EXEMPLARY DAMAGES AND SPECIFICALLY EXCLUDES ANY LIABILITY IN CONNECTION
WITH LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS, EVEN
IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER,
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO
EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS
AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR ANY
OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU
UNDER THIS AGREEMENT.
14. Indemnification
You hereby agree to defend, indemnify and hold harmless Us, and Our subsidiaries and
corporate affiliates, and their directors, officers, employees, agents, shareholders, partners,
members, and other owners, 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:

a) any claim that Your trademarks or intellectual property infringe any trademark, trade
name, service mark, copyright, license, intellectual property, or other proprietary right of
any third party,
b) any misrepresentation of a representation or warranty or breach of a covenant and
agreement made by You herein, or
c) any claim related to Your site, including, without limitation, content therein not
attributable to Us.
15. 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 will remain the sole property of the disclosing party, and
each party will keep in confidence and not use or disclose such proprietary information of
the other party without express written permission of the disclosing party.
16. Miscellaneous
1. 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 Us. 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 any other of your Site or otherwise, that reasonably would contradict anything
in this Section.
2. Neither party may assign its rights or obligations under this Agreement to any party,
except to a party which obtains all or substantially all of the business or assets of a third
party.
3. You may not amend any provision of this Agreement unless in writing and signed by both
parties.
4. This Agreement represents the entire agreement between us and you and shall
supersede all prior agreements and communications of the parties, oral or written.
5. 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.
6. 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.
7. Sections 13 to 16 survive any termination of this Agreement.
8. This Agreement shall be governed and construed solely in accordance with the laws of
Israel, without giving effect to conflicts of law principles thereof, and only the courts in Tel-
Aviv, Israel, shall have jurisdiction in any conflict or dispute arising out of this Agreement.