This Agreement contains the terms and conditions upon which we offer you participation in the Novilla, Affiliate Program (the “Program”). The Program is being managed by Refersion, our affiliate marketing platform, to facilitate relationships with our affiliates and to
provide tracking, reporting, and management of commission payments. Acceptance of this Agreement by participating in the Program creates a binding legal
agreement between Novilla and you. As used in this Agreement, "we" or “us” means Novilla, "you" means the participant in the Program, and
"our Website” means www.novilla.net. This Agreement supplements the novilla.net. Terms and Conditions, and Privacy Policy which is incorporated by this reference.

1.Enrollment In The Program

The purpose of the Program is to promote the sale of products offered on our Website. To begin the enrollment process, you must submit an application through the Program Registration Page on our Website. When you provide information during the registration process, you agree to provide only true, accurate, current, and complete information and to update it as necessary to maintain its truth and accuracy. We will evaluate your application and notify you of your acceptance or rejection. We may reject your application for any reason at our sole discretion. We may reject applications related to websites that: (i) promote discrimination based on race, sex, religion, nationality, disability, sexual
orientation, or age; (ii) promote violence,
hate, illegal activities or display sexually explicit materials; (iii) are intended to harass or defame anyone; or (iv) otherwise violate our intellectual property rights or those of others. We have the right, in our sole discretion,
to monitor your website at any time to determine if you are in compliance with the terms of this Agreement. If we reject your application, you are welcome to reapply to the Program at any time for our reconsideration.

2.Links On Your Website 

Once you have been notified that your Website has been accepted into the Program, you may provide on your Website one or more of the following types of links to our Website:

• Product Links

• Banner Links

• Search Box Links

• Text Links

• Rotating Product Links

• Data Feed Links

• General Links To Our Website Home Page

We will provide you with guidelines and graphical artwork to use for linking to our Website. To permit accurate tracking, reporting, and accrual of commission credits, we will provide you with special "tagged" link formats ("Special Links"). You must ensure that each link between your website and our Website is a special link. You will only earn a commission on sales that originate through Special Links. We are not responsible for any failure by you to use Special Links. You may also use Special Links on social media sites (e.g. Facebook, Twitter, Pinterest) (“Social Media Site”), provided that such use is consistent with the Purpose and terms of this Agreement.  

Use of Images The product images provided to members of the Program are the property of Novilla, its corporate affiliates, or its content suppliers and are protected by the United States and international copyright laws. You may not use any product image in any way that exceeds the limited license granted to you by this Agreement. This limited license allows you to use product images solely for the purpose of promoting our products for sale by creating Links connecting to our Website. This means, among other things, that you may not: (a) alter, modify or manipulate any product image; (b) use a product image in any form other than the form provided by us; (c) remove any code or identifying information from any product image; (d) inactivate the link associated with any product image or cause the image to ultimately link to a destination other than our Website; or (e) link to or display images after they have been discontinued from the Novilla product catalog.

3.Use of Our Trademarks 

Our trademarks include "Novilla," and "Novilla.net" (the "Trademarks"). You may use the Trademarks solely for the purposes authorized by this Agreement. You may not alter graphics containing the Trademarks in any manner. For example, you may not change the proportion, color, or font of the Trademarks. You may not display the Trademarks in any manner that implies sponsorship, endorsement by us other than of your involvement in the Program. You may not use the Trademarks to disparage our company, our products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our goodwill in the Trademarks. You acknowledge that all rights to the Trademarks are our exclusive property, and all goodwill generated through your use of the Trademark will inure to our benefit. If we determine, in our sole discretion, that you have violated any of the foregoing restrictions, we may (without limiting any other rights or remedies available to us) withhold any commission otherwise payable to you under this Agreement and/or terminate this Agreement. If we are required to enforce any of the foregoing restrictions, you will be obligated to reimburse us for any attorneys' fees incurred in connection therewith.

4.Update of Pay Per Click Advertising Policy

5.Order Processing 

We will process product orders placed by customers who follow a Special Link from your website to our Website. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to customers who purchase products using Special Links from your website to our Website and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion. 

6. Payments

You will be eligible to earn affiliate payments on certain product sales in accordance with Section 8 below. For a product sale to be eligible for payments, the customer must follow a Program Link from your website to our Website, select and purchase the product using our service provider’s shopping platform, accept delivery of the product at the shipping destination, and remit full payment to us. No affiliate payments will be paid if the visitor to the
affiliate’s website cannot be tracked by our system.

7. Earning Affiliate Payments

We may pay affiliates based on a percentage of sales, a flat rate, or a tiered
commission structure. The payment method and percentage are subject to change
from time to time, at our sole discretion. Certain affiliates may receive offers to be paid under different commission structures as we may determine from time to time. If a product that generated commissions is returned by the customer, we will deduct the corresponding commission from your next commission payment. All commission-related data under the Program are collected, calculated, and managed by Refersion, our affiliate marketing platform, and its data will be the only valid basis used for determining commissions.

8. Length of Cookie Purchase Period

Our Program uses a one hundred and eighty (180) day cookie purchase period. This means that if a visitor to your website clicks through a Program Link to our Website, you will be eligible for commissions related to purchases made by your visitor within one hundred and eighty (180) days of its click on the Program Link on your website. We will pay commissions to only one affiliate for purchases associated with a given cookie. To the extent multiple affiliates request payments, Refersion shall determine which affiliate to pay. Its decision shall be final and binding. We may change the length of our cookie period from time to time.

9. Commission Payments

Any money held in your account will not collect interest. Subject to the foregoing, we will pay commissions on a monthly basis. Payments will pay on the 30th of every month. We will pay commissions to you through PayPal. You authorize us to share with PayPal such information and other transaction information necessary for our use of the payment processing services provided by PayPal.

If a product that generated commissions is returned by the customer, we will deduct the corresponding commission from your next commission payment. If there is no subsequent affiliate payment to you, we will send you a bill for the commission. 

An abandoned account is any account that has not been logged into for a period of one (1) year without any transactions having been posted to that account.

10. Customer Policies And Pricing 

Customers who buy products through the Program are customers of novilla.net. All of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product. 

11. Limited License 

We grant you a nonexclusive, non-sublicensable, revocable right to use the product images, graphics, logos, and other content made available through the Program ("Content") solely for purposes of your participation in the Program to assist in generating product sales. Product images must be served by our Website and cannot be used in any form other than the form provided by us. You may not modify any Content in any way. We reserve all of our rights in the Content.

12. Responsibility For Your Website 

You will be solely responsible for the development, operation, and maintenance of your website and for all materials or content that appear on your website. Failure to remove from your website items that have been discontinued from our product catalog may result in an infringement of a third party’s intellectual property rights, for which you will be solely responsible. We strongly encourage you to check the Discontinued Product Feed (in the Special Feeds area) frequently to ensure that your website does not contain any items that have been discontinued from our product catalog.

13. Representations and Warranties

You hereby represent and warrant to us as follows:

a. This Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.

b. Any information you provide to us in connection with your participation in the Program will be true and correct.

c. The execution, delivery, and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby shall not, with or without the giving of notice, the lapse of time, or both, conflict with or violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.

d. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party is required to be obtained or made by you in connection with the execution, delivery, and performance of this Agreement or the taking by you of any other action contemplated hereby.

14. The term of this Agreement will begin upon our acceptance of your Program

Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of and remove from your website, all links to our Website, product images from our database, and any of our trademarks, trade dress or logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are only eligible to earn commission on Qualifying Revenues occurring during the term of this Agreement, and commission earned through the date of termination will remain payable subject to Section 8 above, only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid. 

15.Modification 

We may modify any of the terms and conditions contained in this Agreement at any time in our sole discretion by posting a change notice or a new agreement on our Website. Modifications may include, for example, changes in the scope of available commission credits, commission credit rates, payment procedures, and Program rules. We typically announce substantive changes to the terms of this agreement by email. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or new agreement on our Website will constitute your binding acceptance of the change. 

16. Relationship Of Parties 

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 website or otherwise, that reasonably would contradict anything in this Agreement. 

17. Limitation Of Liability; Indemnification 

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total commission fees paid or payable to you under this Agreement within the last six (6) months.  Unless you notify us of an asserted discrepancy in your commission payments within six (6) months from the date of the applicable payment, such payment shall be deemed accepted and no protest shall be allowed.  You hereby agree to indemnify and hold harmless Novilla. and its subsidiaries and 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 use of any trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or another 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 Website, including, without limitation, the content therein not attributable to us.

18. Disclaimers 

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, noninfringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). 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.

19. Independent Investigation 

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEBSITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.

20. Miscellaneous 

This Agreement will be governed by the laws of the State of New York, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in New York, New York, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. If any term, clause, or provision of this Agreement shall be deemed invalid or unenforceable for any reason, the remainder of this Agreement shall remain valid and enforceable in accordance with its terms.

This Privacy Policy of Novilla about how we may collect and use personal data and the rights granted to affiliates and regarding their respective data.

By joining the Affiliate program, you signify your approval of the terms set out in this Privacy Policy. If you do not agree to this Privacy Policy, do not proceed forward.

We may update this Privacy Policy from time to time in order to reflect, for example, changes to our privacy practices or for other operational, legal, or regulatory reasons. By continuing to our affiliate program after these changes are posted, you agree to the revised policy.

Personal Information Controller

Any personal information provided to or gathered by Refersion under their Privacy Policy will be stored and controlled by Refersion (the data controller).

Information collected from Affiliates

When an Affiliate signs up to join Novilla’s program, we collect some information such as email, personal information, payment details, and social network information,...The information would help Novilla evaluate affiliate background and potential, along with process-specific activities within the app, and contact the affiliate if needed.

About Cookies

“Cookies” are data files that are placed on your device or computer and often include an anonymous unique identifier. 

Cookies are created when a user's browser loads a particular website. The website sends information to the browser which then creates a text file. Every time the user goes back to the same website, the browser retrieves and sends this file to the website's server.

For more information about cookies, including how to disable them, visit allaboutcookies.org.

Because cookies allow you to take advantage of some of the Affiliate marketing system’s essential features, we recommend that you leave them turned on.

Information sharing

Ensuring your privacy is important to us. We do not share your personal information with third parties. 

We will not disclose your personal information to any third party without your prior consent.

Use of Refersion app by Children

Refersion is not intended for children. If you are under 13, you may not use the affiliate app.

Your Rights

Novilla understands that you have rights over your personal information, and takes reasonable steps to allow you to access, correct, amend, delete, port, or limit the use of your personal information. If you are using the app and wish to exercise these rights, please contact us through [email protected]. We may require that you provide us with acceptable verification of your identity before providing access to such information.

Contact information

If you have any questions about your personal data or this Privacy Policy, or if you would like to file a complaint about how we process your personal data, please contact us by email at [email protected]