1. Agreement, Acceptance, and Scope

This Affiliate Program Agreement (the "Agreement") is a binding contract between BROSH (ZAAPIT AS LTD), together with its affiliates, successors, and permitted assigns ("BROSH", "Company", "we", "us", or "our"), and the person or entity applying for, accepted into, or participating in the BROSH Marketing Affiliate Program ("Affiliate", "you", or "your").

This Agreement governs your application to, participation in, and use of the BROSH Marketing Affiliate Program, including Affiliate Links, Affiliate Tools, approved promotional materials, lead submission, lead attribution, commissions, payment, compliance, intellectual property, confidentiality, data, and termination.

By submitting an affiliate application, clicking to accept, using an Affiliate Link, accessing the Affiliate Tool, promoting BROSH, submitting an Affiliate Lead, accepting a Commission, or otherwise participating in the Affiliate Program, you agree to this Agreement, the BROSH affiliate landing page at /page/affiliate-program, any program policies, payment instructions, dashboards, tool notices, brand rules, and written instructions made available by BROSH (collectively, the "Program Policies").

If you accept this Agreement for an entity, you represent that you have authority to bind that entity and its affiliates. If you do not have authority, or if you do not agree, you must not apply, promote BROSH, use Affiliate Links, submit leads, or participate in the Affiliate Program.

BROSH may update, supplement, or replace Program Policies from time to time. Program Policies are incorporated by reference. If there is a conflict between this Agreement and Program Policies, BROSH may determine which provision controls for operational program administration, provided that a written agreement signed by BROSH controls over online terms only for the specific subject matter it expressly modifies.

2. Definitions

"Affiliate Program" or "Marketing Affiliate Program" means the BROSH marketing affiliate program described in this Agreement and Program Policies. "BROSH Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with BROSH.

"Affiliate Lead" means a customer prospect who reaches BROSH through your valid Affiliate Link, referral code, approved tracking method, or other lead submission method expressly accepted by BROSH. "Affiliate Link" means the unique tracking link, referral URL, code, or identifier that BROSH makes available to you for the Affiliate Program.

"Affiliate Tool" means any portal, dashboard, link generator, reporting page, referral code, tracking system, payment system, or other tool BROSH or its vendors make available for participation in the Affiliate Program. "Affiliate Policies" means applicable policies, guidelines, instructions, eligibility rules, brand rules, payment rules, and operational requirements made available by BROSH from time to time.

"Agreement" means this Affiliate Program Agreement and all materials expressly referred or linked to herein. "Commission" means the amount, if any, that BROSH determines is payable for an eligible Customer Transaction under this Agreement, the Affiliate Tool, and Program Policies.

"Customer" means a valid new authorized purchaser or user of BROSH Products who purchases or signs up for the Subscription Service after being accepted by BROSH as an Affiliate Lead. "Customer Transaction" means a qualifying paid transaction by an accepted Affiliate Lead that BROSH determines is eligible for Commission.

"Customer Data" means all information, records, files, text, contacts, communications, and other material that a Customer submits, collects, uploads, inputs, or processes through BROSH Products. "BROSH Content" means information, data, text, messages, software, sound, music, video, photographs, graphics, images, documentation, templates, tags, and other materials incorporated into or made available through BROSH Products or affiliate materials.

"BROSH Products" means the Subscription Service and any Other Products. "Subscription Service" means BROSH paid CRM subscription services, including approved subscription add-ons, accessible through brosh.io, app.brosh.io, or another designated BROSH URL. "Other Products" means all products and services not included in the eligible Subscription Service, including implementation, customization, migration, training, consulting, premium support, professional services, third-party products, marketplace fees, taxes, and non-subscription fees, unless BROSH expressly states otherwise in writing.

"Net Subscription Revenue" means subscription fees actually received and retained by BROSH from the applicable Customer Transaction, excluding taxes, refunds, chargebacks, credits, discounts, rebates, payment processing fees, bank fees, currency conversion costs, implementation fees, professional service fees, and amounts not collected. "First-Year Commission Period" means the first twelve (12) months after the Customer first paid Subscription Service start date.

"Program Policies Page" means the BROSH affiliate program page, any affiliate policy page, or any other location where BROSH publishes then-current guidelines and policies for the Affiliate Program. "We", "us", and "our" mean BROSH. "You" and "Affiliate" mean the party participating in the Affiliate Program.

3. Non-Exclusivity

This Agreement is non-exclusive. Nothing in this Agreement restricts BROSH from marketing, selling, referring, implementing, or supporting BROSH Products directly or indirectly through employees, affiliates, resellers, marketplaces, agencies, consultants, technology partners, referral partners, or other affiliates.

Nothing in this Agreement restricts you from recommending, promoting, or working with third-party products or services, provided that you comply with this Agreement, do not misuse BROSH Confidential Information or marks, do not mislead prospects, and do not breach any duty owed to BROSH, Customers, or prospects.

You acknowledge that other affiliates, partners, resellers, agencies, marketplaces, employees, or BROSH sales channels may contact, refer, or work with the same prospect. BROSH may resolve competing attribution claims in its discretion as described in this Agreement.

4. Affiliate Application, Acceptance, and Enrollment

You must submit a complete and accurate application before participating as an Affiliate. BROSH may review your application, website, marketing channels, audience, business model, compliance history, identity, payment information, tax information, and other information BROSH reasonably requests. BROSH may contact you for additional information before accepting or rejecting the application.

BROSH may accept or reject any application in its sole discretion. If BROSH does not notify you of acceptance within thirty (30) days after your application, your application is deemed rejected unless BROSH later confirms acceptance in writing. BROSH may require certification, training, onboarding, enrollment steps, identity verification, tax documentation, payment setup, brand review, or compliance review before acceptance or continued participation.

If you are accepted, this Agreement applies in full force and effect from the date BROSH notifies you of acceptance or from the date you first participate, whichever occurs first. If you fail to complete required enrollment steps within thirty (30) days after acceptance, BROSH may immediately terminate or suspend your participation.

Acceptance into the Affiliate Program does not mean acceptance into any other BROSH partner, reseller, app, solutions, agency, referral, or marketplace program. Participation in any other program requires separate acceptance and may be subject to different agreements. If you are eligible for compensation under another BROSH program for the same transaction, BROSH may determine which program applies and will not owe duplicate compensation.

You must comply with this Agreement and all Program Policies at all times. BROSH may periodically re-review your eligibility and require updated information, certifications, payment documentation, tax forms, brand compliance, or legal compliance evidence as a condition of continued participation.

5. Affiliate Leads and Customer Transactions

A Commission may be earned only for a Customer Transaction that originates from a valid, accepted Affiliate Lead and satisfies all requirements of this Agreement and Program Policies. No Commission is earned merely because a prospect clicked a link, viewed a page, submitted a form, created a free account, entered a trial, requested a demo, or contacted BROSH.

An Affiliate Lead is valid only if BROSH determines that the prospect is new, genuine, properly tracked, not already in BROSH active sales process, not an existing customer, not a recent prospect, not a duplicate lead, not submitted by improper means, and not otherwise excluded by this Agreement or Program Policies.

Each accepted Affiliate Lead expires according to the period stated in the Affiliate Tool or Program Policies. If no period is stated, BROSH may determine lead validity based on its then-current operating rules. If the Affiliate Lead does not purchase the eligible Subscription Service within the applicable period after first valid click or submission, no Commission is owed even if the prospect later purchases.

BROSH may accept, reject, merge, reassign, delay, invalidate, or disqualify any Affiliate Lead in its reasonable discretion. BROSH may engage directly with any prospect regardless of lead validity. If an Affiliate Lead is invalid, BROSH may retain the prospect in its database and may engage with the prospect without owing Commission.

An Affiliate Lead is not valid if first click, submission, or referral occurs after expiration or termination of this Agreement, after suspension of your participation, after deactivation of your Affiliate Link, or after BROSH notifies you that the lead source, campaign, or method is no longer approved.

In competitive situations involving multiple affiliates, resellers, agencies, employees, marketplaces, direct sales, or other channels, BROSH may determine the eligible attribution in its discretion, including awarding Commission to the affiliate BROSH considers most eligible, splitting attribution, denying duplicate claims, or attributing the transaction to a non-affiliate channel.

6. Commission Eligibility and Exclusions

To be eligible for Commission: (i) the Affiliate Lead must be accepted and valid; (ii) a qualifying Customer Transaction must occur; (iii) the Customer must pay BROSH for an eligible Subscription Service; (iv) BROSH must receive and retain the applicable payment; (v) the Customer must remain a customer through any lock, refund, cancellation, fraud, or chargeback period stated in the Affiliate Tool or Program Policies; and (vi) you must remain eligible under this Agreement.

You are not eligible to receive Commission or other compensation for Other Products, taxes, refunds, chargebacks, credits, discounts, implementation, customization, migration, training, consulting, support, third-party products, professional services, free plans, free trials, internal BROSH accounts, self-referrals, test accounts, fraudulent transactions, duplicate transactions, or transactions excluded by Program Policies.

You are not eligible for Commission if compensation is prohibited, restricted, or objected to by applicable law, regulation, government rule, Customer policy, Customer contract, procurement rule, ethics rule, anti-bribery rule, or another agreement between BROSH and the Customer. You are not eligible if the Customer pays or will pay a commission, referral fee, rebate, discount, or other compensation directly to you for the same transaction.

You are not eligible if Commission was obtained by fraud, misrepresentation, misuse of an Affiliate Link, cookie stuffing, self-referral, hidden iframe, forced click, misleading redirect, unauthorized incentive, bot traffic, automation, lead scraping, data compilation, use of phonebooks or purchased personal data without lawful basis, prohibited paid search, or any conduct that BROSH determines violates the letter or spirit of the Affiliate Program.

BROSH may discontinue, deny, suspend, reverse, offset, claw back, or forfeit Commission if any eligibility criterion fails to be met at any time, including after payment. BROSH may deduct reversed or clawed-back amounts from future payments or require repayment on demand.

7. Commission Rates, Levels, and First-Year Payment Period

Subject to this Agreement and Program Policies, eligible Affiliates may earn Commissions in the range of 20% to 50% of Net Subscription Revenue for qualifying Customer Transactions. Commission rates, tiers, thresholds, examples, exclusions, and operational rules may be shown in the Affiliate Tool, Program Policies, or the BROSH affiliate page.

Commissions are payable only for subscription fees actually received and retained by BROSH during the First-Year Commission Period. No Commission is owed for renewals, extensions, upgrades, expansions, additional purchases, additional users, plan increases, add-ons, or payments after the first twelve (12) months after the Customer first paid Subscription Service start date, unless BROSH expressly agrees in writing.

Commission levels are calculated or recalculated each year based on valid paid subscriptions you brought during the immediately preceding twelve (12) months. A new level applies prospectively and does not retroactively increase, reopen, or recalculate Commissions already accrued, paid, denied, reversed, offset, clawed back, or forfeited. BROSH records and attribution systems control unless BROSH determines they contain an error.

BROSH may change Commission rates, tiers, thresholds, level names, eligible products, attribution rules, payment methods, payment timing, lock periods, and program economics at any time under Section 22. Unless BROSH states otherwise, changes apply prospectively. No public marketing statement creates a guaranteed Commission unless reflected in this Agreement and BROSH records for the applicable Customer Transaction.

8. Payment Requirements, Batches, Forfeiture, and Taxes

To receive payment, you must: (i) agree to this Agreement; (ii) complete all account creation and onboarding steps required by BROSH or the Affiliate Tool; (iii) maintain valid and up-to-date payment details; (iv) complete all tax documentation, identity verification, and compliance information requested by BROSH or its payment providers; and (v) remain eligible to receive Commission at the time payment is processed.

Commissions are paid only after BROSH has received and retained the applicable Customer payment, the Customer has passed any refund, fraud, cancellation, non-payment, chargeback, or lock period determined by BROSH, and BROSH has completed any review, reconciliation, fraud check, tax check, payment check, or compliance check. BROSH may delay payment while it investigates eligibility, attribution, Customer payment status, compliance, or suspected abuse.

BROSH may accrue payable Commissions and pay them in batches. No payout is required until your accrued, undisputed, payable Commission balance exceeds US $200, unless BROSH chooses a lower threshold or different payment arrangement in writing. Balances below the threshold may carry forward, subject to forfeiture, termination, minimum payment provider rules, and Program Policies.

If any required payment, tax, account, identity, or compliance information remains outstanding for six (6) months after a Customer Transaction would otherwise become payable, your right to receive Commission for that transaction and related Customer is permanently forfeited. BROSH has no obligation to pay Commission associated with a forfeited transaction.

BROSH or the Affiliate Tool may determine the currency in which Commission is paid and the applicable conversion rate. BROSH may use third-party payment providers, and payment may be subject to their terms, thresholds, identity checks, sanctions screening, fees, and availability. BROSH is not responsible for payment failure caused by inaccurate information, provider refusal, sanctions restrictions, banking rules, or your failure to satisfy payment requirements.

BROSH will not pay more than one Commission or similar referral fee on any Customer Transaction unless BROSH chooses otherwise in writing. You are responsible for all taxes, filings, reporting, bank fees, wire fees, payment provider fees, currency conversion costs, and other costs applicable to Commission. BROSH may withhold, deduct, offset, reverse, or report amounts as required by law, this Agreement, or payment provider rules.

9. Training, Support, and Program Benefits

BROSH may make available webinars, partner resources, promotional assets, product information, sales materials, training, certifications, demos, support, or other benefits as part of the Affiliate Program. BROSH may condition participation, continued eligibility, or higher Commission levels on completion of training, certifications, brand review, compliance review, or other requirements.

If BROSH makes resources available, you will use them only for lawful participation in the Affiliate Program and according to BROSH instructions. You are responsible for ensuring that your personnel, contractors, agencies, publishers, and other representatives participate in any training or certifications that BROSH requires or recommends for the relevant promotional activity.

BROSH may change, suspend, restrict, or discontinue any or all Affiliate Program benefits, resources, training, support, tools, promotional assets, or offerings at any time without liability. No benefit or support offering creates a guaranteed right to continued participation or payment.

10. Affiliate Marketing Rules and Compliance

You must market BROSH honestly, accurately, lawfully, professionally, and consistently with BROSH brand instructions, product documentation, Program Policies, and applicable advertising, privacy, anti-spam, telemarketing, consumer protection, competition, anti-bribery, sanctions, export, and platform rules.

You must clearly disclose your affiliate relationship where required by law, platform policy, industry rule, or reasonable consumer expectation. You may not imply that you are BROSH, that you are employed by BROSH, that you may bind BROSH, that you provide official BROSH support, or that BROSH endorses, sponsors, approves, guarantees, or is responsible for your products, services, claims, or content beyond your approved affiliate participation.

You must accurately provide in the Affiliate Tool or application all websites, domains, social accounts, campaigns, publishers, lists, channels, and methods through which you intend to use Affiliate Links or generate Affiliate Leads. BROSH may prohibit or require approval for any channel, campaign, keyword, domain, email, message, ad, offer, coupon, incentive, landing page, or publisher.

You may not purchase, bid on, or target BROSH branded keywords, misspellings, confusingly similar terms, competitor comparison terms involving BROSH, or ads that compete with BROSH own advertising without prior written consent. You may not use domains, subdomains, handles, ad copy, metadata, app names, or landing pages that impersonate BROSH or create confusion.

You may not participate in cookie stuffing, forced clicks, pop-ups, false or misleading links, hidden frames, iframes, link masking, misleading redirects, toolbar injections, browser hijacking, unauthorized coupon injection, click fraud, bot traffic, automated lead generation, purchased personal data campaigns, or any mechanism designed to create artificial attribution.

You may not use your own Affiliate Link to purchase BROSH Products for yourself, your affiliates, your employer, or entities you control unless BROSH expressly approves in writing. You may not offer unauthorized rebates, cash payments, rewards, discounts, gifts, or incentives to induce purchases or signups.

You must promptly honor opt-out, unsubscribe, do-not-call, do-not-send, deletion, correction, objection, and similar requests. For the duration of this Agreement, you must maintain systems and procedures appropriate to effectuate those requests and comply with applicable marketing and privacy laws.

11. Trademarks, Brand Assets, and Publicity

You grant BROSH a non-exclusive, worldwide, royalty-free right to use and display your trademarks, service marks, trade names, logos, website names, and public affiliate identifiers ("Affiliate Marks") in connection with administering, identifying, promoting, and reporting on the Affiliate Program.

If BROSH makes trademarks, logos, screenshots, product images, copy, or promotional materials available to you, BROSH grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to use those materials solely for lawful participation in the Affiliate Program and only while this Agreement remains in effect.

You must: (i) use only BROSH marks and materials provided or approved by BROSH; (ii) not alter BROSH marks except as expressly permitted; (iii) comply with BROSH brand guidelines, vendor kit, trademark usage guidelines, and instructions; (iv) use BROSH marks only in connection with approved promotion of BROSH; and (v) immediately discontinue or modify any use if BROSH requests.

You must not use BROSH marks in a misleading, disparaging, obscene, unlawful, confusing, competitive, or deceptive manner; in a way that implies ownership, endorsement, sponsorship, agency, employment, or approval beyond this Agreement; or in connection with content that violates law, third-party rights, or BROSH policies. You acquire no ownership in BROSH marks or goodwill.

12. Proprietary Rights, Content, and Feedback

No license to BROSH software, Technology, Content, or Products is granted by this Agreement except the limited rights expressly stated. BROSH Products, BROSH Content, Affiliate Tools, tracking systems, dashboards, documentation, templates, screenshots, training materials, promotional materials, logos, product names, and marks are protected by intellectual property laws and belong to BROSH or its licensors.

You may not copy, rent, lease, sell, distribute, frame, mirror, scrape, modify, translate, create derivative works based on, or commercially exploit BROSH Content, BROSH Products, Affiliate Tools, or BROSH materials except as expressly authorized in writing. You may not use BROSH Content to build competing products, train competing systems, or mislead prospects.

As between BROSH and the Customer, Customer retains rights in Customer Data. You receive no rights in Customer Data by participating in the Affiliate Program. You must not request, collect, access, process, disclose, or use Customer Data unless you have a lawful basis, Customer authorization, and BROSH approval where required.

BROSH encourages affiliates to provide comments, suggestions, enhancement requests, ideas, and feedback. You agree that such feedback is non-confidential and that BROSH owns or may freely use and incorporate it into BROSH Products, Affiliate Tools, services, processes, content, and programs without payment or restriction.

13. Confidentiality and Prospect Data

"Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or should reasonably be understood as confidential given its nature and circumstances. BROSH Confidential Information includes Affiliate Tools, dashboards, commissions, rates not publicly posted, prospects, customers, product plans, technical information, security information, business processes, Program Policies, and customer or prospect information. Your Confidential Information includes non-public Affiliate Marks and non-public business information you provide to BROSH.

Confidential Information does not include information that: (i) becomes generally known to the public without breach; (ii) was known by the receiving party before disclosure without breach; (iii) is received from a third party without breach; or (iv) is independently developed without use of the disclosing party Confidential Information.

The receiving party must use the same degree of care it uses to protect its own confidential information of like kind, but not less than reasonable care, and must not disclose or use Confidential Information for any purpose outside this Agreement. Access must be limited to employees, contractors, agents, affiliates, advisors, and service providers who need access for purposes consistent with this Agreement and are bound by confidentiality obligations.

A receiving party may disclose Confidential Information if required by law, subpoena, court order, or legal process, provided that it gives prior notice to the disclosing party to the extent legally permitted and reasonable assistance, at the disclosing party cost, if the disclosing party wishes to contest or limit disclosure.

You must treat all BROSH prospect, Customer, pricing, pipeline, and lead-status information as confidential, whether or not marked confidential. You may use such information only to perform approved affiliate activities and may not sell, disclose, enrich, retarget, or use it for unrelated marketing.

14. Data Processing and Protection

The parties acknowledge that each party may provide or make available Personal Data in connection with the Affiliate Program. Each party will process Personal Data in accordance with applicable data protection laws and only for lawful purposes related to this Agreement or as otherwise permitted by law.

Unless a separate written data processing agreement states otherwise, each party acts as an independent controller of Personal Data it receives or controls in connection with the Affiliate Program, and not as a joint controller with the other party. Each party is responsible for its own notices, consents, lawful bases, security measures, retention practices, and responses to data-subject requests.

To the extent the BROSH Business Partner Data Processing Agreement or another BROSH partner DPA applies, the terms posted at /page/business-partner-dpa or another URL designated by BROSH are incorporated by reference. If there is a conflict between that DPA and this Agreement regarding processing of Personal Data, the DPA controls for that processing.

You represent that all prospect information, Personal Data, leads, lists, and contact details you provide to BROSH were collected lawfully, with all required notices and consents, and may be used by BROSH for sales, marketing, account creation, support, compliance, and Affiliate Program administration. You must not submit sensitive personal data unless BROSH expressly approves in writing.

15. Term, Suspension, and Termination

This Agreement begins when you apply, are accepted, use an Affiliate Link, access an Affiliate Tool, submit an Affiliate Lead, or otherwise participate in the Affiliate Program, and continues until terminated or until your participation is rejected, suspended, or expires.

Either party may terminate this Agreement without cause on fifteen (15) days written notice. You may terminate for Agreement changes by giving written notice within ten (10) days after BROSH notifies you of an update or replacement, with termination effective five (5) days after your notice unless BROSH accepts a different date.

BROSH may suspend or terminate immediately if you breach this Agreement, fail to pay amounts owed to BROSH, provide inaccurate information, fail onboarding or compliance checks, become insolvent, misuse Affiliate Links, violate Program Policies, violate law, create legal or brand risk, engage in fraud or abusive marketing, or act in a way that BROSH determines may negatively reflect on or affect BROSH, prospects, customers, partners, or the Affiliate Program.

Upon expiration or termination, you must immediately stop using Affiliate Links, Affiliate Tools, BROSH marks, BROSH Content, BROSH promotional assets, references to the Affiliate Program, and BROSH Confidential Information. You must remove BROSH marks, links, and affiliate claims from your websites, ads, emails, social profiles, listings, collateral, and campaigns.

Expiration or termination does not terminate any Customer subscription agreement. After termination, an Affiliate Lead is not valid, and BROSH may maintain and engage with the prospect or Customer without owing Commission. You must return or destroy BROSH Confidential Information upon request, except for archival copies retained as required by law and protected under this Agreement.

16. Effects of Expiration or Termination on Commissions

Termination without cause by BROSH, termination by you for uncured BROSH breach, or termination by you for Agreement changes will not affect BROSH obligation to pay undisputed Commissions that became payable before the effective termination date, provided all eligibility and payment requirements remain satisfied.

BROSH will not owe Commission on Customer Transactions recognized more than thirty (30) days after termination or expiration, unless BROSH expressly states otherwise in writing. No Commission is owed after termination for cause by BROSH, termination without cause by you, fraud, breach, invalid leads, ineligible Customer Transactions, or any transaction where eligibility criteria are not satisfied.

Except as expressly stated in this section, you are not eligible to receive Commission after expiration or termination. Termination does not relieve you of repayment, clawback, tax, confidentiality, data protection, indemnity, or compliance obligations. BROSH may offset amounts owed by you against unpaid Commissions.

17. Affiliate Representations and Warranties

You represent and warrant that: (i) you have sufficient rights, authority, and permissions to enter this Agreement and participate in the Affiliate Program; (ii) your participation will not conflict with any agreement, policy, duty, law, or obligation applicable to you; (iii) you own or have sufficient rights to grant BROSH rights to Affiliate Marks; and (iv) all information you provide to BROSH is accurate, complete, lawful, and not misleading.

You further represent and warrant that you will comply with all trade, advertising, marketing, privacy, anti-spam, telemarketing, consumer protection, anti-bribery, sanctions, export, platform, and regulatory requirements applicable to your participation. You will clearly state your affiliate relationship where required by law or platform rules.

You will accurately identify all websites, domains, social channels, publishers, lists, and campaigns where Affiliate Links will be used. You will not buy ads that compete with BROSH branded advertising, including BROSH names, misspellings, confusingly similar marks, or branded keywords, without prior written consent.

You will not participate in cookie stuffing, pop-ups that force clicks, false or misleading links, masked referring URLs, self-referrals, hidden frames, bots, automated devices, fake redirects, lead farms, personal data compilations, purchased lists without lawful basis, unauthorized incentives, or any mechanism that generates leads other than through an intended consumer.

You will not make claims about BROSH pricing, features, security, compliance, integrations, AI, support, discounts, Commission, customer outcomes, or legal terms unless the claims are truthful, current, substantiated, and consistent with BROSH official materials.

18. Indemnification

You will indemnify, defend, and hold harmless BROSH, its affiliates, officers, directors, employees, agents, contractors, licensors, service providers, and partners from and against any third-party claim, suit, action, investigation, demand, loss, liability, damage, penalty, settlement, cost, or expense, including reasonable attorneys fees, arising out of or relating to: (i) your participation in the Affiliate Program; (ii) prospect data or Personal Data you provide; (iii) your marketing, messages, websites, ads, content, or claims; (iv) your breach of this Agreement or Program Policies; (v) your violation of law; (vi) your use of Affiliate Tools; (vii) BROSH use of Affiliate Marks; or (viii) acts or omissions of your employees, contractors, agencies, publishers, or representatives.

BROSH will notify you in writing of a covered claim within a reasonable time after becoming aware of it, provide reasonable information and assistance at your expense, and allow you to control the defense and settlement, provided that you may not settle any claim in a manner that imposes obligations, admissions, restrictions, or uncovered liability on BROSH without BROSH prior written consent.

BROSH may participate in the defense with its own counsel at its own expense. If you fail to defend a claim, BROSH may assume the defense and you must reimburse reasonable costs and losses. Your indemnity obligations survive termination or expiration.

19. Disclaimers; Affiliate Tool; Cookie Duration

BROSH and its affiliates, licensors, and agents make no representations or warranties about the suitability, reliability, availability, timeliness, security, accuracy, completeness, performance, or profitability of BROSH Products, BROSH Content, the Affiliate Program, Affiliate Links, tracking, reports, dashboards, Commission estimates, or the Affiliate Tool.

To the maximum extent permitted by law, BROSH Products, Affiliate Tools, tracking, reports, links, dashboards, assets, and the Affiliate Program are provided "as is" and "as available" without warranty or condition of any kind. BROSH disclaims all implied warranties and conditions, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted operation, and error-free performance.

BROSH does not promise to make the Affiliate Tool, tracking, reporting, dashboards, promotional materials, or any feature available at all times, or at all. APIs, links, cookies, browser settings, ad blockers, privacy settings, user behavior, device changes, and third-party systems may affect tracking. BROSH is not liable for missed attribution, tracking failure, cookie deletion, expired cookies, blocked cookies, link misuse, browser restrictions, or reporting delays.

Cookies or other tracking methods used as part of the Affiliate Tool have a set duration and may be cleared, blocked, overwritten, or expire. If a potential Customer clears cookies, uses another browser, uses another device, clicks another channel, blocks tracking, or purchases after the tracking period, BROSH is not liable for Commission that might otherwise have been owed.

20. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, punitive, exemplary, lost-profit, lost-revenue, lost-data, lost-goodwill, lost-business-opportunity, business-interruption, or similar damages arising out of or relating to this Agreement, BROSH Products, the Affiliate Program, Affiliate Tools, tracking, reports, links, Customer Transactions, or Program Policies, even if advised of the possibility of such damages.

If, notwithstanding this Agreement, BROSH is determined to have liability to you or any third party, BROSH aggregate liability will be limited to the total undisputed Commission amounts actually earned and paid or payable to you for the specific related Customer Transactions during the twelve (12) months preceding the event giving rise to the claim.

BROSH has no liability for rejected leads, invalid leads, duplicate attribution, changes to the Affiliate Program, changes to Commission rates, suspension, termination, tracking failures, cookie duration, third-party systems, Customer non-payment, Customer cancellation, refunds, chargebacks, tax withholding, payment provider refusal, or your failure to satisfy payment requirements.

21. Program Changes, Amendment, and No Waiver

BROSH reserves the right, at any time and in its sole discretion, to change, suspend, restrict, replace, or terminate all or any part of the Affiliate Program, this Agreement, Program Policies, Commission rates, Commission levels, attribution rules, lead validity rules, eligible products, payment methods, payment timing, thresholds, lock periods, tracking technology, tools, promotional assets, benefits, or support.

If BROSH updates or replaces this Agreement or Program Policies, the updated version may be posted on the website, shown in the Affiliate Tool, sent by email, or otherwise made available electronically. Unless a later date is stated, updates become effective on the next business day after notice or posting. Your continued participation after the effective date constitutes acceptance. If you do not agree, your sole remedy is to stop participating and terminate this Agreement.

To the fullest extent permitted by law, you knowingly and irrevocably waive, release, and discharge BROSH and its affiliates from any claim, demand, action, loss, damage, or compensation arising out of or relating to any change, recalculation, suspension, restriction, replacement, or termination of the Affiliate Program, this Agreement, Program Policies, Commission rates, Commission levels, attribution, eligible products, tracking, payment methods, thresholds, or benefits, except for undisputed Commissions that became payable before the effective date of the change.

No delay in exercising a right or remedy and no failure to object constitutes a waiver. A waiver on one occasion is not a waiver on any future occasion. BROSH remedies are cumulative and not exclusive.

22. General Terms

This Agreement is governed by the laws specified in BROSH generally applicable Terms of Service. If no governing law is specified there, this Agreement is governed by the laws of the State of Israel, without regard to conflict-of-law rules, and the competent courts in Tel Aviv, Israel will have exclusive jurisdiction, unless mandatory law requires otherwise.

Neither party is responsible for failure or delay of performance caused by acts of God, war, hostility, sabotage, labor dispute, internet or telecommunications outage, electrical outage, hosting failure, third-party service failure, cyberattack, government restriction, legal change, or any other event outside the reasonable control of the obligated party, except that payment obligations are not excused.

Except for actions for non-payment, breach of confidentiality, violation of intellectual property rights, or indemnification, no action arising out of or relating to this Agreement may be brought more than one (1) year after the cause of action accrues, unless mandatory law requires a longer period.

The parties are independent contractors. This Agreement does not create a joint venture, partnership, franchise, employment, fiduciary, agency, reseller, or exclusive relationship. You may not bind BROSH, make commitments on BROSH behalf, or represent that you have authority beyond this Agreement.

You must comply, and must ensure that third parties acting on your behalf comply, with all applicable foreign and domestic laws, governmental regulations, ordinances, judicial orders, sanctions programs, export laws, anti-bribery laws, advertising laws, privacy laws, and email laws. You must not engage in deceptive, misleading, illegal, unethical, or harmful marketing activities.

If any provision of this Agreement is invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in effect. Notices may be sent by email, Affiliate Tool notice, website posting, account notice, or other reasonable electronic means. Notices to you may be sent to the email, phone, or address in BROSH records.

You may not assign or transfer this Agreement, including by merger, reorganization, change of control, sale of assets, or operation of law, without BROSH prior written consent. BROSH may assign this Agreement to an affiliate or in connection with merger, reorganization, financing, sale of assets, change of control, or operation of law.

Nothing in this Agreement creates third-party beneficiary rights. BROSH grants only the rights and licenses expressly stated, and you receive no other rights or licenses regarding BROSH Products, marks, content, software, tools, data, or property. This Agreement does not limit BROSH right to sell BROSH Products directly or indirectly to any current or prospective customer.

Each party represents that it has full power and authority to enter into this Agreement and that this Agreement is binding and enforceable according to its terms. This Agreement and Program Policies are the entire agreement between the parties regarding the Affiliate Program and supersede all prior or contemporaneous affiliate program proposals, communications, and agreements. Any different or additional terms proposed by you are rejected and void unless signed by BROSH.

Sections concerning Commissions, payment, forfeiture, taxes, confidentiality, data protection, proprietary rights, trademarks, termination effects, indemnification, disclaimers, limitation of liability, program changes, waiver of claims, governing law, assignment, notices, and general terms survive expiration or termination.