GESCHÄFTSBEDINGUNGEN FÜR DAS PARTNERPROGRAMM

<p><span>These terms and conditions (hereinafter referred to as the \"Agreement\") govern the relationship between EXITLAG LCC, a Delaware company, with registered office at 7345 West Sand Lake Road, STE 210, Orlando, FL 32819 (hereinafter referred to as \"EXITLAG\"), and the AFFILIATE (hereinafter referred to as the \"Affiliate\").</span></p><p><span>(\"EXITLAG\" and \"AFFILIATE\" shall be collectively referred to simply as \"PARTIES\".)</span></p><p><span>The Parties resolve to enter into this Agreement, which shall be governed by the clauses and conditions set forth below.</span></p><p><span>Considering that this agreement defines that only key terms and concepts such as \"affiliate\", \"company\", \"affiliate program\" and other relevant terms may be used.</span></p><h3><strong>1. ELIGIBILITY</strong></h3><p><span>1.1 To become an Affiliate of the program, the AFFILIATE agrees and accepts all the terms and conditions of this agreement.</span></p><p><span>1.2 The AFFILIATE must be at least 18 years old, as well as comply with other requirements defined in the future by EXITLAG.</span></p><h3><strong>2. REGISTRATION AND ACCEPTANCE</strong></h3><p><span>2.1 To enroll in the program, the AFFILIATE must fill out the online registration form provided by EXITLAG (</span><a href=\"https://www.exitlag.com/be-affiliate\"><span>https://www.exitlag.com/be-affiliate</span></a><span>), and it is also the sole and exclusive responsibility of the AFFILIATE to provide accurate and up-to-date information.</span></p><p><span>2.2 EXITLAG reserves the right to accept or decline your application at its sole discretion.</span></p><p><span>2.3 When joining the affiliate program, a personalized link will be generated.</span></p><h3><strong>3. OBLIGATIONS AND RIGHTS OF THE AFFILIATE</strong></h3><p><span>3.1 The AFFILIATE agrees to promote EXITLAGʼs products or services ethically, honestly and legally complying with all applicable laws and regulations.</span></p><p><span>3.2 The AFFILIATE agrees to use only marketing materials provided by EXITLAG or approved by EXITLAG.</span></p><p><span>3.3 The AFFILIATE is responsible for all account information, including user and password security.</span></p><h3><strong>4. RESTRICTIONS AND PROHIBITIONS</strong></h3><p><span>4.1 The AFFILIATE agrees to observe the following restrictions and prohibitions when participating in the affiliate program. Violation of these restrictions may result in disciplinary action, including termination of this Agreement.</span></p><p><span>4.2 The sending of unsolicited messages via email (spam) or any other form of unauthorized communication to promote the Company’s products or services is strictly prohibited. The AFFILIATE must not promote EXITLAG’s products or services on websites or platforms that may represent a conflict of interest or harm the brand’s reputation. Any use of paid media and/or search ads, on any platform, for the promotion of EXITLAG is strictly prohibited. This prohibition is total and encompasses, including but not limited to: (a) Google Ads and the entire Google ecosystem (Google Search Ads, Google Display Network – GDN, Gmail Ads, YouTube Ads, Google Shopping, Performance Max, Discovery Ads, Demand Gen, and any other paid media format, inventory, partnership or advertising solution operated directly or indirectly by Google); (b) Bing Ads (including Microsoft Advertising, MSN and any property within the Microsoft network); (c) Yahoo Ads (including Yahoo Native, Gemini and any property within the Yahoo network); (d) Yandex Ads (including Yandex Direct and any property within the Yandex network); (e) any other search ads platform, paid media channel, display network, search network or advertising platform, whether existing or to be created, regardless of designation or ownership. The prohibition expressly covers the following practices, without exception: brand bidding (use of the EXITLAG brand, variations, misspellings, generic terms or competitor terms); purchase of keywords related to EXITLAG’s brand or products; search ads in any format; retargeting and/or remarketing campaigns; display campaigns, discovery campaigns or any paid format linked to search; media buying (displays via DSPs, banners, teasers, popunders, pop-ups, etc.); generation of SEM traffic by any means; and any attempt to circumvent these rules through accounts, domains, alternative structures, third-party intermediation, sub-networks or any other mechanism. It is equally prohibited to promote EXITLAG on websites, pages or platforms whose primary focus is the offering of discount coupons, promotional codes or similar content aimed at organic lead capture. Failure to comply with these restrictions shall result in the immediate application of the penalties set forth in Clause 4.10 of this Agreement.</span><span><br /></span><span><br /></span><span>4.3 The AFFILIATE shall not engage in any fraudulent activity, including but not limited to fraudulent clicks, generation of false leads, use of false information, or any other action aimed at deceiving EXITLAG. The AFFILIATE may not use their links for personal purchases or purchases made by third parties with the intent of earning commissions, nor may they engage in fraudulent activities (such as fake clicks, false leads, false information, or any deceptive actions). These practices constitute misconduct and may result in account suspension and forfeiture of commissions.The AFFILIATE tracking link contains the attribute rel=\"nofollow\" and/or rel=\"noindex\" to avoid impacting the brandʼs organic ranking and to comply with the SEO guidelines established by the company. The AFFILIATE acknowledges that, even when using legitimate and generally permitted traffic sources under the affiliate program, EXITLAG reserves the right to audit, review, and, at its sole discretion, suspend and/or permanently remove the affiliate from the program if the method, approach, or form of promotion is deemed harmful to the brand, its reputation, or its commercial strategy. This measure applies regardless of whether the activity occurs within a previously approved traffic vertical and may also include withholding any commissions generated through practices considered inappropriate or not in compliance with the programʼs guidelines.</span></p><p><span>4.4 The AFFILIATE shall not promote EXITLAGʼs products or services in content that is illegal, defamatory, discriminatory, obscene, violent, adult, or that otherwise violates any law or third-party advertising policy.</span></p><p><span>4.5 The AFFILIATE must obtain prior authorisation for their acquisition strategy and target GEO(s) before promoting EXITLAG through paid social media ads (e.g., Facebook Ads, Instagram Ads, TikTok Ads), media buying on third-party sites (direct placements, sponsored articles, site takeovers), sponsored or boosted content on social media, incentivised traffic, toolbars and extensions that inject banners or purchase media, sub-networks that buy traffic on the affiliateʼs behalf, sites or platforms focused mainly on discount coupons, promo codes, or similar content aimed at capturing leads which are not organic and cashback sites that may impact organic conversions or brand campaigns. Placing offers, links, or any other EXITLAG-related materials on these channels without proper authorisation may result in the immediate suspension and/or permanent removal of the affiliate from the program, along with the withholding of any commissions generated through such unauthorised methods.</span></p><p><span>4.6 The AFFILIATE shall not make misleading or false statements about EXITLAGʼs products or services, their prices, features or benefits.</span></p><p><span>4.7 The AFFILIATE shall not use EXITLAGʼs trademarks inappropriately, including creating domain names or social media profiles that may cause confusion with EXITLAGʼs brand.</span></p><p><span>4.8 The AFFILIATE agrees to comply with all applicable laws and regulations related to the advertising, marketing and promotion of products or services.</span></p><p><span>4.9 The AFFILIATE agrees that the personalized link is the sole and exclusive property of the AFFILIATE and cannot be transferred to third parties.</span></p><p><span>4.10 Failure to comply with any of the clauses set forth in this Section 4, including but not limited to the total prohibition of paid media and search ads provided in Clause 4.2, shall result in the immediate termination of the Agreement, the permanent banning of the AFFILIATE’s account, and the exclusion of any and all commissions associated with the program. The penalties include: (i) Immediate suspension of the AFFILIATE; (ii) Permanent and irrevocable removal from the program; (iii) Retention, cancellation, or total loss of commissions generated through methods considered non-compliant, regardless of the commission status (pending, approved, or available for withdrawal); (iv) EXITLAG’s right to recover any amounts already paid to the AFFILIATE in the event a violation of the program guidelines is identified, at any time. The penalties set forth in this clause shall also apply to indirect attempts of violation, including the use of third-party accounts, alternative domains, sub-networks, interposition of individuals or legal entities, or any other mechanism intended to circumvent the restrictions established in this Agreement. In the event of recurrence or repeated attempts of violation, EXITLAG reserves the right to adopt the appropriate legal measures to ensure full compensation for damages caused, including actual damages, lost profits, and damages to the brand’s image and reputation.</span></p><h3><strong>5. KEYWORD USAGE POLICY</strong><strong><br /></strong></h3><p><span>5.1.The AFFILIATE agrees not to use advertisements, campaign boosting, or any form of paid media and/or search ads on any platform, regardless of the keywords used. This prohibition is total and unrestricted, encompassing, without limitation: Google Ads and the entire Google ecosystem; Bing Ads, Microsoft Advertising and the entire Microsoft network (including MSN); Yahoo Ads, Yahoo Native, Gemini and the entire Yahoo network; Yandex Ads, Yandex Direct and the entire Yandex network; as well as any other search ads platform, search network or paid advertising system, whether existing or to be created. There is no possibility of prior authorization or exception for the use of any paid media/search platform to promote EXITLAG within the affiliate program. Failure to comply with this clause shall subject the AFFILIATE to the penalties set forth in Clause 4.10 of this Agreement.</span><span><br /></span><span><br /></span><span>5.2 The AFFILIATE must use relevant keywords related to EXITLAGʼs products or services in its paid advertising campaigns.</span></p><p><span>5.3 The AFFILIATE shall not use keywords that may infringe the intellectual property rights of third parties, including trademarks or copyrights of third parties, unless it has obtained express permission to do so.</span></p><p><span>5.4 The use of keywords that are defamatory, misleading, offensive, illegal, discriminatory or that promote adult content, violence, hatred or any illegal activity is strictly prohibited.</span></p><p><span>5.5 The AFFILIATE must comply with all third-party advertising policies on the advertising platforms it uses.</span></p><p><span>5.6 Any violation of third-party advertising policies that results in penalties or account suspensions is the sole responsibility of the AFFILIATE.</span></p><h3><strong>6. REVIEW AND AUDIT</strong></h3><p><span>6.1 EXITLAG reserves the right to monitor the AFFILIATEʼs activities on social media and to conduct periodic audits to ensure compliance with these guidelines.</span></p><p><span>6.2 Failure to comply with these guidelines may result in disciplinary action, including termination of this agreement and banning of the AFFILIATEʼs account.</span></p><h3><strong>7. SOCIAL MEDIA POLICY</strong></h3><p><span>7.1 The AFFILIATE agrees to strictly follow the guidelines below when promoting the Companyʼs products or services on social media platforms, including but not limited to Facebook, Instagram, Twitter, LinkedIn and other relevant social networks:</span></p><p><span>7.2 The AFFILIATE must comply with all policies, terms of service and guidelines of the social media platforms they use to promote the products or services. This includes not using deceptive practices, spam, offensive content, or any other activity prohibited by the platforms.</span></p><p><span>7.3 The AFFILIATE agrees to be transparent and honest in all posts related to the Company and its products or services. Any false, misleading or exaggerated statement is strictly prohibited.</span></p><p><span>7.4 The AFFILIATE shall respect the identity and brand of the Company and shall not make defamatory, harmful, or disrespectful statements about EXITLAG or its products or services.</span></p><p><span>7.5 The AFFILIATE agrees to comply with all applicable laws and regulations related to the advertising, marketing, and promotion of products or services, including but not limited to consumer protection and copyright laws.</span></p><h3><strong>8. CONTENT EVALUATION AND APPROVAL</strong></h3><p><span>8.1 EXITLAG reserves the right to evaluate and approve all promotional content, including but not limited to web pages, blogs, social media posts, emails, advertisements, and marketing materials, that the AFFILIATE intends to use to promote EXITLAGʼs products or services.</span></p><p><span>8.2 The AFFILIATE agrees to abide by EXITLAGʼs decisions regarding the approval or rejection of content and not to use any unapproved content to promote EXITLAGʼs products or services.</span></p><p><span>8.3 EXITLAG reserves the right to continuously monitor the promotional content used by the Affiliate to ensure that it complies with this Agreement and the guidelines set forth by EXITLAG.</span></p><p><span>8.4 Any violation of this clause or the content approval process may result in the termination of this agreement and banning of the AFFILIATEʼs account, at EXITLAGʼs sole discretion.</span></p><h3><strong>9. AFFILIATE LEVELS</strong></h3><p><span>9.1 EXITLAGʼs affiliate program provides for leveling between Affiliates at Level 01, 02, 03 and 04, as well as defines the requirements for upgrading, downgrading and maintaining leveling.</span></p><p><span>9.2 All new affiliates must eat at level 01. Access to the personalized link, marketing material, and affiliate program page is guaranteed.</span></p><p><span>9.3 In order for the AFFILIATE to be eligible for the upgrade, the following will be required:</span></p><ol><li aria-level=\"1\"><span>Level 01 to Level 02: Perform 03 (three) conversions on your link within 30 days (counted from the first conversion to the last).</span></li><li aria-level=\"1\"><span>Level 02 to Level 03: Perform 08 (eight) conversions on your link within 30 days (counted from the first conversion to the last).</span></li><li aria-level=\"1\"><span>Level 03 to Level 04: Perform 15 (fifteen) conversions on your link within 30 days (counted from the first conversion to the last).</span></li></ol><p><span>9.4 The level upgrade takes place from the moment the AFFILIATE reaches the minimum requirement and goes through a new evaluation cycle. It should be noted that the AFFILIATE progresses only one level at a time (example: from Level 1 to 2, from 2 to 3, and so on).</span></p><p><span>9.5 At the end of the period of 30 (thirty) days, counted from the level upgrade or the last evaluation, if the AFFILIATE does not meet the requirements, it may be downgraded, under the following terms:</span></p><ol><li aria-level=\"1\"><span>Level 04 to Level 03: Perform less than 15 (fifteen) conversions on your link within 30 days (counted from the first conversion to the last).</span></li><li aria-level=\"1\"><span>Level 03 to Level 02: Perform less than 08 (eight) conversions on your link within 30 days (counted from the first conversion to the last).</span></li><li aria-level=\"1\"><span>Level 02 to Level 01: Perform 03 (three) fewer conversions on your link within 30 days (counted from the first conversion to the last).</span></li></ol><p><span>9.6 The regression is done gradually, based on the number of conversions performed in the period of 30 days, counted from the level upgrade or the last evaluation.</span></p><p><span>9.7 The AFFILIATE can regress from Level 4 to 3, but cannot regress directly from Level 4 to 1, as well as can only regress one level at a time (example: from Level 3 to 2, from 2 to 1, etc.).</span></p><p><span>9.8 If the AFFILIATE does not meet the requirements for progression, but also does not fail to meet the requirements of its current level, it will remain at the same level until the next reassessment, under the following terms:</span></p><ol><li aria-level=\"1\"><span>Level 01 Maintenance: Perform less than 03 (three) conversions on your link within 30 days (counted from the first conversion to the last).</span></li><li aria-level=\"1\"><span>Level 02 Maintenance: Perform between 03 (three) and 07 (seven) conversions on your link within 30 days (counted from the first conversion to the last).</span></li><li aria-level=\"1\"><span>Level 03 Maintenance: Perform 08 (eight) or more conversions on your link within 30 days (counted from the first conversion to the last).</span></li><li aria-level=\"1\"><span>Level 04 Maintenance: Perform 15 (fifteen) or more conversions on your link within 30 days (counted from the first conversion to the last).</span></li></ol><p><span>9.9 The EXITLAG Affiliate program will provide benefits to the AFFILIATE, following its leveling, under the following terms:</span></p><ol><li aria-level=\"1\"><span>Level 01: You donʼt have free access to ExitLag and you donʼt receive keys to be distributed to the community. However, you already receive the parameterized link;</span></li><li aria-level=\"1\"><span>Level 02: You donʼt have free access to ExitLag. However, he receives access to the parameterized link while at level 02, as well as 03 (three) keys to distribute to the community;</span></li><li aria-level=\"1\"><span>Level 03: Receive free access to ExitLag and parameterized link while at level 03, as well as receive 05 (five) keys to distribute to the community.</span></li><li aria-level=\"1\"><span>Level 04: Receive free access to ExitLag, parameterized link and 08 (eight) keys to distribute to the community.</span></li></ol><p><span>9.10 The parties agree that the keys will be 7 (seven) day codes. New keys became available every 30 (ink) days, counted from the date of receipt of the last keys. The AFFILIATE must actively request the keys, which will be released at the time of the request.</span></p><p><span>9.11 The responsibility for distributing the keys will be the AFFILIATEʼs, being certain that they cannot be marketed or distributed by methods that involve profit Failure to comply with this clause will result in the AFFILIATE being banned from the program.</span></p><h3><strong>10. COMMISSIONS AND FINANCIAL RESPONSIBILITY</strong></h3><p><span>10.1 The AFFILIATE will be eligible to receive commissions based on sales or actions specified in the affiliate program, provided that customers are successfully tracked through cookies or other tracking methods specified by EXITLAG.</span></p><p><span>10.2 Commissions will be paid only for the first subscription, not applying on recurrence, in accordance with the payment policy established by EXITLAG, which may include payment schedules and minimum payment amounts.</span></p><p><span>10.3 Cookie tracking is the primary way of attributing sales and actions to Affiliates. The AFFILIATE acknowledges that commissions are paid only on the basis of effective cookie tracking and that it is responsible for ensuring that cookies are enabled on visitorsʼ devices referred through its affiliate links.</span></p><p><span>10.4 EXITLAG will not be liable for unpaid commissions due to cookie tracking issues that are outside of EXITLAGʼs direct control.</span></p><p><span>10.5 The AFFILIATE acknowledges that the commissions paid are subject to returns, refunds or cancellations of orders by customers.</span></p><p><span>10.6 In case of return, refund or cancellation of an order generated through the AFFILIATE link of the AFFILIATE, EXITLAG reserves the right to deduct the corresponding commission amount from the future payment of the AFFILIATEʼs commissions.</span></p><p><span>10.7 The AFFILIATE is responsible for any commission already received for orders that are subsequently returned, refunded or canceled.</span></p><p><span>10.8 Commissions will be paid in accordance with EXITLAGʼs payment policy, which may include payment methods, payment dates, and minimum payment amounts. Emphasizing that in case of fraud, the AFFILIATE acknowledges that commissions will not be paid and nothing will be owed by EXITLAG.</span></p><p>10.8.1<span> The AFFILIATE may lose all or part of their commissions in the event of non-compliance with the program rules, especially in cases involving the use of any form of paid media and/or search ads, on any platform, including but not limited to Google Ads, Bing Ads, Yahoo Ads, Yandex Ads, or any other paid advertising platform, as prohibited under Clauses 4.2 and 5.1 of this Agreement. EXITLAG reserves the right to withhold, cancel, or cease payment of any commissions generated through methods considered non-compliant, regardless of the commission status (pending, approved, or available for withdrawal), as well as to recover any amounts already paid if a violation of the program guidelines is subsequently identified. This provision also applies to indirect violations or attempts to circumvent restrictions through accounts, domains, or alternative structures.</span></p><p>10.9<span> It is the responsibility of the AFFILIATE to provide accurate and up-to-date payment information to EXITLAG in order to receive the commissions due.</span></p><p>10.10<span> By participating in the affiliate program, the AFFILIATE agrees to comply with the guidelines set forth in this clause related to commissions, cookie tracking, and financial responsibility in cases of returns, refunds, or order cancellations. It is essential that the AFFILIATE understands these guidelines before joining the affiliate program.</span></p><h3><strong>11. PROTECTION OF PERSONAL DATA</strong></h3><p><span>11.1 The PARTIES undertake to observe the legal regime for the protection of personal data, in particular, but not limited to, Law No. 13,709/2018 (LGPD) and the General Data Protection Regulation (or, simply, GDPR), when applicable, in order to proceed with any and all processing of personal data that may be necessary for the development of the agreement in strict and strict compliance with the legislation.</span></p><p><span>11.2 EXITLAG may only process the personal data to which it has access due to its attributions arising from this agreement, with the exclusive purpose of achieving the purposes directly related to the execution of its object and the fulfillment of its obligations, and the processing of personal data for any other purposes not expressly provided for in this instrument is prohibited.</span></p><p><span>11.3 EXITLAG undertakes to adopt all necessary measures and precautions to prevent the personal data passed on by the AFFILIATE from being used in a manner other than the purposes listed herein.</span></p><p><span>11.4 If EXITLAG is aware of the occurrence or mere suspicion of any unauthorized, improper and/or incompatible with the applicable legislation or with the terms of this instrument, accidental or intentional, including, without limitation, unauthorized access or sharing and any type of information security incidents, it shall, within a period not exceeding 24 (twenty-four) hours from the knowledge of the occurrence or suspicion of the incident, notify THE AFFILIATE, in writing and in detail, of such incident.</span></p><p><span>11.5 The PARTIES shall guarantee the exercise, by the data subjects, of their respective rights of information, confirmation of the existence of processing, access, correction of incomplete, inaccurate or outdated data, as well as other rights provided for by law, and shall notify each other in the event of such requests.</span></p><p><span>11.6 If EXITLAG is penalized due to any non-compliance with data protection legislation, due to the sole fault of the AFFILIATE, the AFFILIATE is then irrevocably and irreversibly obliged to indemnify and hold EXITLAG harmless, without prejudice to its liability for the resulting losses and damages, including with regard to EXITLAGʼs reputation and public image. EXITLAG is also guaranteed the summons to the process, denunciation of the litigation and/or the right of recourse when illegitimately sued for conduct and/or omissions of responsibility of the AFFILIATE.</span></p><p><span>11.7 CONSENT TO DATA SHARING WITH PARTNERS</span></p><p><span>11.7.1 By accepting the terms of this Agreement, the AFFILIATE expressly consents that EXITLAG may share the following personal data with EXITLAGʼs business partners and third-party service providers:</span></p><ol><li>Full name;</li><li><span>Email address;</span></li><li><span>Performance data in the affiliate program.</span></li></ol><p><span>11.7.1.1 For clarification purposes, the following information may be shared without specific consent, as it does not constitute identifiable personal data:</span> </p><ol><li aria-level=\"1\">ExitLag User Unique ID (internal system identification);</li><li aria-level=\"1\"><span>Affiliate Code;</span></li><li aria-level=\"1\"><span>Anonymized performance metrics and statistics.</span></li></ol><p><span>11.7.2 The data sharing mentioned in the previous subclause shall occur exclusively for the following purposes:</span></p><ul><ol><li aria-level=\"2\"><span>Analysis of affiliate program performance and metrics;</span></li><li aria-level=\"2\"><span>Joint marketing campaigns;</span></li><li aria-level=\"2\"><span>Provision of technical support;</span></li><li aria-level=\"2\"><span>Compliance with legal and regulatory obligations;</span></li><li aria-level=\"2\"><span>Fraud and suspicious activity prevention.</span></li></ol></ul><p><span>11.7.3 EXITLAG undertakes to share personal data only with partners who:</span></p><ul><ol><li aria-level=\"2\"><span>Have data protection policies compatible with the LGPD and GDPR;</span></li><li aria-level=\"2\"><span>Implement appropriate technical and organizational measures to protect personal data;</span></li><li aria-level=\"2\"><span>Use the data exclusively for the purposes specified in this Agreement;</span></li><li aria-level=\"2\"><span>Do not transfer the data to third parties without prior authorization from EXITLAG.</span></li></ol></ul><p><span>11.7.4 The AFFILIATE has the right to:</span></p><ul><ol><li aria-level=\"2\"><span>Revoke this consent at any time by written notice to EXITLAG;</span></li><li aria-level=\"2\"><span>Request information on which partners have access to their data;</span></li><li aria-level=\"2\"><span>Request the deletion of their data from partner systems;</span></li><li aria-level=\"2\"><span>Exercise all other rights provided by data protection legislation.</span></li></ol></ul><p><span>11.7.5 The revocation of consent for data sharing with partners may impact EXITLAGʼs ability to provide certain affiliate program services, including performance analysis and marketing campaigns.</span></p><p><span>11.7.6 EXITLAG will maintain an up-to-date record of all partners with whom AFFILIATESʼ personal data is shared, making this information available upon express request.</span></p><p><span>11.7.7 In case of international data transfers, EXITLAG will ensure that the destination country provides an adequate level of personal data protection or that appropriate safeguards are implemented as required by applicable law.</span></p><h3><strong>12. INTELLECTUAL PROPERTY</strong></h3><p><span>12.1 The copyrights relating to the products or services of each of the PARTIES, as well as commercial and technical documentation, manuals and listings, as well as any and all reports, advertising and service materials, advertising campaigns, trademarks, patents, projects, system development specifications, routines, interfaces and other services related to computer programs,  and any other materials that may be transmitted to another Party as a result of this Partnership are the exclusive property of the respective Party, pursuant to Law No. 9,610/98.</span></p><p><span>12.2 Information related to the trademarks, copyright or know-how of each Party may not be disclosed, transcribed or copied for any reason and by any means without the prior and express authorization of the other Party.</span></p><p><span>12.3 The PARTIES may not authorize and/or facilitate the use of the other Partyʼs trademark, products or services without the prior and express authorization of the respective Party.</span></p><p><span>12.4 The improper or unauthorized use of the trademarks of one of the PARTIES, including publicity, publicity and/or publicity material, will enable the injured Party to terminate this instrument, immediately, without the need to send notice to the other Party, without the latter being able to demand payment in any way and, especially, as commission, indemnity,  loss of profits, consequential damages, or any other titles, without prejudice to liability for compensation arising from any losses and damages.</span></p><h3><strong>13. REPORTING AND MONITORING</strong></h3><p><span>13.1. EXITLAG will provide the AFFILIATE with access to performance reports, which will include relevant metrics such as conversions and commissions.</span></p><p><span>13.2 The AFFILIATE will be able to access these reports through a dedicated control panel, provided by EXITLAG, by logging in with their affiliate credentials.</span></p><p><span>13.3 The performance reports will be updated regularly and will be available for the AFFILIATE to view and track the progress of their activities.</span></p><p><span>13.4 The AFFILIATE is responsible for regularly reviewing performance reports and ensuring that metrics and commissions are correct.</span></p><p><span>13.5 EXITLAG will endeavour to provide accurate and up-to-date reports, but cannot guarantee the absolute accuracy of all metrics due to possible technical discrepancies.</span></p><p><span>13.6 If the AFFILIATE identifies any discrepancy or error in a report, it must immediately notify EXITLAG for correction.</span></p><p><span>13.7 EXITLAG reserves the right to carry out internal checks and audits to ensure the accuracy of the reports.</span></p><p><span>13.8 The performance reports are confidential and are intended only for the use of the AFFILIATE for the purposes of monitoring and evaluating the performance of the affiliate program.</span></p><p><span>13.9 The AFFILIATE agrees to maintain the confidentiality of all information contained in the reports and not to disclose such information to third parties without the express authorization of the Company.</span></p><h3><strong>14. LIMITATIONS OF LIABILITY</strong></h3><p><span>14.1 The AFFILIATE acknowledges and agrees that EXITLAG shall not be liable for any direct, indirect, consequential, special, or incidental losses arising out of or in connection with this Agreement or participation in the affiliate program, including but not limited to financial losses, damages, claims, or expenses, regardless of their nature or cause.</span></p><p><span>14.2 EXITLAG shall not be liable for any interruptions, delays or failures in the operation of the affiliate program, including but not limited to technical problems, server failures, system errors or any other circumstance beyond the reasonable control of the Company.</span></p><p><span>14.3 The AFFILIATE agrees that EXITLAGʼs total liability, in respect of any claim arising out of this Agreement or participation in the affiliate program, shall not exceed the total amount of commissions paid to the Affiliate in the six (6) months prior to the date on which the claim arose.</span></p><p><span>14.4 The AFFILIATE agrees to hold EXITLAG and its affiliates, directors, employees, agents and partners harmless from any liability for any damage, loss or claim arising from the use of the affiliate program or any associated content.</span></p><p><span>14.5 The AFFILIATE acknowledges that any content, marketing material or information provided by EXITLAG is provided \"as is\", without warranty of any kind, express or implied.</span></p><p><span>14.6 The AFFILIATE agrees to use the affiliate program at its own risk, acknowledging that EXITLAG makes no guarantees as to the performance, results or specific results of the affiliate activities.</span></p><h3><strong>15. TERM</strong></h3><p><span>15.1 This program will be effective from the date of consent, for a period of 06 (six) months, and will be automatically renewed, for equal and successive periods, at the end of this period, unless otherwise provided</span></p><h3><strong>16. TERMINATION</strong></h3><p><span>16.1 Any of the PARTIES may terminate, without cause, this agreement during its term, without penalty, upon prior notice of 10 (ten) days.</span></p><p><span>16.2 EXITLAG reserves the right to immediately terminate the agreement, without prior notice, in case of inappropriate conduct on the part of the AFFILIATE, including but not limited to bad faith, use of deceptive practices or disrespect of the support guidelines, ensuring the application of any penalties and the reparation of the damage caused.</span></p><h3><strong>17. GENERAL PROVISIONS</strong></h3><p><span>17.1 This agreement constitutes the entire agreement between the PARTIES, replacing all any previous communications and Agreements, written or oral, relating to its subject matter and/or that deal differently from what is agreed herein.</span></p><p><span>17.2 Any amendments to this Agreement must be agreed to in writing, signed by both PARTIES, and entered into in such a way as to constitute an addendum to this contractual instrument.</span></p><p><span>17.3 This instrument does not create a corporate or labor relationship between the PARTIES, which is a business partnership relationship, of a purely civil nature and in the strict manner agreed, to achieve the specific objectives of this Agreement.</span></p><p><span>17.4 Each of the PARTIES will be exclusively responsible for all taxes and tax contributions that are applicable to them as a result, or not, of the payments made under this Agreement, assuming, therefore, the responsibilities arising therefrom.</span></p><p><span>17.5 If any of the clauses of this agreement becomes null or unenforceable, such condition shall not affect the validity, validity or effectiveness of the other provisions, and the Agreement shall remain in full force and effect. In such cases, the PARTIES will enter into negotiations in good faith to replace the ineffective section with another that meets the desired purpose and effects.</span></p><p><span>17.6 All notices, demands, requests or communications made under or in connection with this Agreement shall be made in the English language and sent to EXITLAGʼs support channels.</span></p><h3><strong>18. GOVERNING LAW AND JURISDICTION</strong></h3><p><span>18.1 The PARTIES agree that this agreement shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil.</span></p><p><span>18.2. Any controversy, dispute or claim arising out of or related to this Agreement, including its existence, validity, interpretation, execution or termination, shall be resolved by means of mediation, followed, if necessary, by arbitration, in accordance with the rules of mediation and arbitration of the Institute of Mediation and Arbitration of Brazil (IMAB), to be held in the city of São Paulo/SP.</span></p><p><span>18.3 The PARTIES agree to cooperate in good faith in the mediation and/or arbitration process and will use all reasonable efforts to reach an amicable resolution of the dispute through mediation.</span></p><p><span>18.4 If the mediation does not result in a satisfactory resolution within six (6) months from the commencement of the mediation process, the dispute shall then be submitted to arbitration in accordance with the arbitration rules of the Institute of Mediation and Arbitration of Brazil (IMAB).</span></p><p><span>18.5 If mediation and/or arbitration is not feasible or does not result in a satisfactory resolution, the PARTIES elect the Court of the District of São Paulo, State of São Paulo, as the exclusive venue to settle any disputes or controversies related to this Agreement, with express waiver of any other forum, however privileged it may be.</span></p><p><span>And, by being so, the PARTIES agree that, by joining the affiliate program, the AFFILIATE accepts and agrees with the terms of this Agreement, so that it produces the due legal effects.</span></p>