Advertising Agreement
These Advertising Terms of Use (the "Terms") govern the cooperation between ANGELIKS LTD, a limited liability company organized under the laws of Bulgaria, with its registered office at Lozenets Borough, Ivan Vazov Housing District, Balsha Street, Bldg. 8A, 1408 Sofia, Bulgaria, VAT No. 207575728, registration number 207575728 (hereinafter — the "Advertiser"), and any publisher, affiliate, webmaster, media buyer, traffic provider or similar entity that accepts these Terms (hereinafter — the "Publisher" or "Affiliate").
By (i) registering or applying via the Advertiser's affiliate platform at ProfitSoul.io (the "Affiliate Program"), (ii) signing an Insertion Order ("IO"), (iii) clicking "Accept", "Agree", or similar confirmation, (iv) accepting these Terms and the Privacy Policy upon registration, or (v) placing, running, or distributing any Campaign for the Advertiser, the Publisher acknowledges and agrees to be legally bound by these Terms and the Advertiser's Privacy Policy.
These Terms apply to all IOs, unless explicitly replaced or modified in writing by the Parties. In case of conflict, the provisions of the IO take precedence over these Terms.
The Advertiser operates the ProfitSoul Affiliate Program solely to promote the Advertiser's own products, brands, websites and offers. ProfitSoul.io is the Advertiser's official affiliate platform for Publisher onboarding, tracking and campaign management.
1. Definitions
1.1. "Advertiser", "We", "Us", "Our", "Company" means ANGELIKS LTD, the entity purchasing traffic and advertising services from the Publisher under these Terms and any associated IO, and the owner of the products/offers promoted via the ProfitSoul Affiliate Program (accessible at ProfitSoul.io).
1.2. "Publisher", "Affiliate", "You", "Your" means any person or legal entity that accepts these Terms and provides advertising, promotion, traffic generation, or media placement services to the Advertiser.
1.3. "IO" (Insertion Order) means a short written document signed by the Parties, specifying Campaign parameters, payout model, volume, geos, traffic restrictions, and other operational terms for a specific cooperation/campaign. Where signed, the IO prevails in case of conflict.
1.4. "Campaign" means an advertising activity for a specific Advertiser product/offer/brand launched by the Advertiser and promoted by the Publisher as defined in the IO and/or in writing by the Advertiser (including via the Affiliate Program dashboard).
1.5. "Advertising Materials" or "Ads" means any creatives (banners, texts, pre-landers, landers, videos, links, scripts or other content) provided by the Advertiser for use by the Publisher.
1.6. "User" means a natural person or legal entity that views, interacts with, or responds to the Ads distributed by the Publisher.
1.7. "Action" means a User's completed activity defined in the IO (or written Campaign instructions), including impression, click, lead, registration/sign-up, sale/conversion, or any other measurable engagement on or in relation to the Advertiser's own Program Web Sites / products.
1.8. "Qualified Action" means an Action that meets all of the following: (1) the User accessed the Program Web Site through the Publisher's Link, where such Link is the last referral link; (2) the User is a natural person and not artificially generated / fraudulent / Invalid Traffic; (3) required fields are not pre-filled by bots or scripts; (4) all required information is completed within the timeframes set by the Advertiser; (5) the Action is not later determined by the Advertiser to be incomplete, fraudulent, unqualified or duplicate; and (6) the Action is not subject to refund, chargeback or payment reversal. Only Qualified Actions are eligible for Commission.
1.9. "Deliverables" means the measurable units supplied by the Publisher (Actions, clicks, impressions, etc.) that are subject to compensation as set in the IO.
1.10. CPA, CPL, CPC, CPM Deliverables (if any) retain their standard industry meaning, referring to payout models (cost-per-acquisition, cost-per-lead, cost-per-click, cost-per-mille).
1.11. "Commission" means the fee amount per Qualified Action payable by the Advertiser to the Publisher under these Terms and/or the applicable IO / Campaign terms. Commissions under the Affiliate Program are paid by ANGELIKS LTD.
1.12. "Links" means textual and/or graphic tracking links, creatives and related connection tools made available to the Publisher for the Affiliate Program.
1.13. "Media" means websites, apps, emails (clearly identified as coming from the Publisher), social or other legitimate online advertising channels owned or controlled by the Publisher and used to promote Campaigns.
1.14. "Program Web Sites" means the Advertiser's own websites, landing pages, applications, brands and/or products that the Advertiser makes available for promotion under a Campaign (including domains and creatives designated in the IO or Affiliate Program dashboard).
1.15. "Affiliate Account" means the Publisher's virtual account on the ProfitSoul.io Affiliate Program platform.
1.16. "Affiliate Program" / "ProfitSoul" means the Advertiser's direct affiliate program operated via ProfitSoul.io, through which the Advertiser onboards Publishers and runs Campaigns for the Advertiser's own offers.
1.17. "Invalid Traffic" / "Fraud" includes, without limitation: bots, spiders, automated scripts, cookie stuffing, click farms, incentivized or forced actions, proxy/VPN-masked fraudulent leads, malware/spyware, hijacked traffic, fake registrations, and any other deceptive or non-human traffic generation methods.
1.18. "Forbidden Territories" means jurisdictions or sanctioned lists including FATF Blacklist/Greylist, EU Blacklist, OFAC, UN Security Council sanctions regimes, and EU Financial Sanctions consolidated lists, as updated from time to time.
1.19. "Affiliate Manager" means the named contact person of the Advertiser designated in the applicable IO or written notice (email), responsible for day-to-day Campaign communication with the Publisher.
2. Amendments
2.1. The Advertiser may amend, update, modify or supplement these Terms at any time, including changes to payout rules, technical requirements, traffic restrictions, compliance obligations, or any other provisions. Unless otherwise stated, all amendments become effective upon publication on ProfitSoul.io (or the Advertiser's designated legal page). Notwithstanding the foregoing, if Advertiser and Publisher have entered into a specific Insertion Order (IO), the amendment procedure set forth in such IO shall prevail over this Clause 2.1 in the event of any conflict.
2.2. The Advertiser may also change, suspend or discontinue any Link, offer, creative, CAP, payout rate, Campaign feature or program-specific rules at any time. The Publisher shall promptly comply with any request to remove, change or alter Links or Advertising Materials.
2.3. By continuing to: (i) run traffic, (ii) deliver any Deliverables, (iii) access the Affiliate Program, tools or tracking links, or (iv) accept or execute any IO after such amendments, the Publisher automatically agrees to be bound by the updated version of the Terms.
2.4. It is solely the Publisher's responsibility to regularly review the current Terms. The Advertiser is not required to provide individual notice of updates, unless explicitly stated otherwise or required by the IO.
2.5. If the Publisher does not agree with the updated Terms, the Publisher must immediately cease delivery of traffic and notify the Advertiser in writing. Continued performance shall constitute full acceptance of the amended Terms.
3. Registration and Participation in the Affiliate Program
3.1. Application. To participate in the Affiliate Program, the Publisher must submit an application via ProfitSoul.io and complete the application form accurately. No fake names, aliases or pseudonyms may be used to disguise identity. Contact, KYC and billing details must be kept up to date.
3.2. Age and capacity. Natural persons must be at least eighteen (18) years old (or the higher age of majority under applicable law) and have full legal capacity to enter into these Terms. Persons acting for a legal entity warrant they are duly authorized to bind that entity.
3.3. Acceptance / rejection. Participation is subject to the Advertiser's confirmation. The Advertiser may accept or reject any application at its sole discretion, including where promotional methods, traffic sources, compliance profile or Forbidden Territories connections are unsuitable, or where a breach of these Terms is suspected.
3.4. Forbidden Territories. Applications from, or connected to, Forbidden Territories will be rejected. The Publisher warrants that it does not reside in, and has no commercial or private connection to, any Forbidden Territory.
3.5. Affiliate Account. Upon approval, login credentials will be provided. The Publisher must change the password on first login, keep credentials strictly confidential, is solely responsible for all activity under the Account, and must promptly notify the Advertiser of any theft or unauthorized use. The Account is for the Publisher only and may not be shared or used to access another person's account.
3.6. Materials after approval. After approval, graphic and text Links and creatives will be made available. The Publisher may display them on Media owned or controlled by the Publisher and/or in legitimate online advertisement, subject to these Terms.
3.7. The Publisher may not onboard, share Links with, or otherwise use sub-affiliates, sub-publishers or its own affiliate network to promote Campaigns unless each such sub-affiliate is pre-approved in writing by the Advertiser (via the Affiliate Manager) before receiving any Links. The Publisher remains fully responsible for acts and omissions of any approved sub-affiliate as for its own. Upon request, the Publisher shall disclose identity and contact details of all sub-affiliates. Unapproved sub-affiliate traffic is Invalid Traffic and non-payable.
3.8. Accurate data warranty. The Publisher warrants that all registration and Account information is accurate, complete and up to date.
4. Engagement / Scope of Services
4.1. The Advertiser hereby authorizes the Publisher, on a non-exclusive and revocable basis (unless exclusivity is expressly agreed in the IO), to promote the Advertiser's Campaigns and to deliver traffic, impressions, clicks, leads, conversions and other Deliverables as defined in the applicable IO / Campaign terms.
4.2. The Advertiser grants the Publisher a limited, non-exclusive, worldwide, non-transferable, royalty-free, revocable license to use, display, transmit and distribute the Advertising Materials and Links solely for the purposes of executing the Campaign and strictly in accordance with these Terms and the IO. No other rights are granted. All intellectual property rights in Advertising Materials, Links, brands and Program Web Sites remain the exclusive property of the Advertiser (and/or its licensors).
4.3. The Advertiser reserves the right, at its sole discretion and at any time, to reject, suspend, restrict, or cancel any Campaign, traffic source, placement, creative usage, Affiliate Account access, or any part of the Publisher's activity if the Advertiser considers such activity to be non-compliant, inappropriate, risky, misleading, illegal, fraudulent, harmful to the Advertiser's reputation, or otherwise unsuitable. Such suspension may occur with or without prior notice.
4.4. Unless expressly stated in the IO, the Publisher shall have discretion regarding the timing, positioning, distribution channels, and methods used to deliver the Advertising Materials, provided all distribution complies with the IO, these Terms, all traffic restrictions, Campaign-specific rules, and all applicable laws. The Publisher may not alter, modify, copy, clone, re-brand, or adapt the Advertising Materials or Links without the Advertiser's prior written approval.
4.5. Campaign-specific rules. The Publisher shall comply with all Campaign / offer terms set out in the IO, these Terms, the Affiliate Program dashboard, and written instructions from the Advertiser / Affiliate Manager (including CAP limits, creative rules, geo/device restrictions and private-program rules). The Advertiser may change offer/Campaign terms at any time by written notice or dashboard update. Actions exceeding a CAP are non-payable. Monitoring CAP compliance is the Publisher's sole responsibility.
4.6. Private programs. Private programs require prior written approval by the Advertiser / Affiliate Manager. Active private campaigns must be paused within the timeframe instructed (including the standard 48-hour pause rule where applicable); leads received after the deadline are non-payable. Campaigns suspended for more than five (5) calendar days may not be restarted without renewed approval. Links not launched within one (1) week of issuance may be treated as invalid until re-approved.
4.7. Advertiser product warranty. The Advertiser represents that the products, brands and Program Web Sites offered under a Campaign are offered by or under authority of the Advertiser, that the Advertiser is responsible for the legitimacy and legality of its own offers as presented in approved Advertising Materials, and that Commission payable for Qualified Actions is an obligation of ANGELIKS LTD. This Clause does not transfer to the Advertiser any liability for Publisher-side Fraud, Invalid Traffic, unlawful promotion methods, or Publisher content.
4.8. Unless an IO expressly grants the Publisher exclusivity for a GEO, vertical, traffic source or Campaign, the Advertiser may engage other publishers for the same or similar Campaigns. Any exclusivity, preferred payouts or volume commitments must be stated in the IO.
5. Publisher Requirements and Promotion Rules
5.1. Publisher's websites, traffic sources and placements must not contain or promote illegal activity, explicitly violative or obscene materials, hateful or discriminatory content, deceptive advertising, piracy, defamatory statements, any content that may infringe intellectual property rights, or any content that may harm Users or negatively affect the reputation of the Advertiser (collectively, "Prohibited Content").
5.2. Publisher shall not use any mechanisms that install software, files, scripts or other elements on a User's device without the User's explicit knowledge and consent.
5.3. Publisher must ensure that its websites, traffic generation methods, and advertising practices comply with all applicable laws and regulations related to electronic communications, advertising, email marketing, consumer protection, and data protection in the jurisdictions where traffic is generated or delivered.
5.4. If Publisher's activities fall under EU data protection laws (including GDPR and the ePrivacy Directive), Publisher is solely responsible for obtaining all legally required user consents, providing users with the necessary notices, and ensuring that its use of cookies, tracking technologies, and data processing practices comply with applicable legal standards.
5.5. Where Publisher uses cookies, pixels, redirects, or other tracking technologies, Publisher represents and warrants that such technologies are implemented lawfully, and that Users are properly informed and able to provide or withdraw consent in accordance with the applicable legal framework.
5.6. Prohibited promotion methods. Without limitation, the Publisher shall not: (a) use spam; (b) use cookie stuffing, bots, spiders, automated click/lead generators, click farms or fake traffic; (c) use misleading, deceptive or false advertising; (d) engage in brand bidding or purchase domains/URLs/keywords confusingly similar to the Advertiser's trademarks; (e) place Links on online auction platforms unless expressly approved; (f) replicate the look-and-feel of ProfitSoul.io or any Program Web Site so as to suggest false endorsement; (g) use incentivized, forced or hijacked subscriptions; (h) misrepresent membership fees, terms or Program Web Site content; (i) host on free hosts where adult content is prohibited where relevant to the offer.
5.7. Email marketing. Unsolicited email promotion of Program Web Sites is prohibited unless pre-approved in writing by the Advertiser (or the Affiliate Manager email stated in the IO). Approved email campaigns must comply with CAN-SPAM, GDPR, ePrivacy and other applicable anti-spam laws, include a working opt-out, and remove Suppression List entries before mailing. Opt-out requests received by the Publisher must be forwarded to the Advertiser without delay. Breach may result in Commission voiding, Account suspension/termination without payment, and other remedies.
5.8. Social media. Unless expressly approved in writing, promotion via social networks in violation of platform rules or Advertiser instructions is prohibited; leads obtained in breach are non-payable.
5.9. Device / traffic rules. Desktop and tablet traffic is accepted only for designated landing pages; mobile traffic must follow mobile landing-page rules and device restrictions communicated in writing by the Advertiser / Affiliate Manager (as updated from time to time). The Publisher is responsible for checking current restrictions before launch.
5.10. Content standards in promotion. The Publisher shall not copy/lift third-party content without permission; shall not use self-made text ads without Advertiser approval; shall not publish false urgency or "free" claims inconsistent with actual offer terms; and shall not use sexually explicit content together with Apple/Google trademarks in relation to mobile apps where prohibited.
5.11. Legal compliance. The Publisher shall comply with all applicable laws (including GDPR and anti-spam laws), these Terms, Campaign rules, and the terms of any third-party services used for promotion.
5.12. The Advertiser may, at its sole discretion and without prior notice, suspend or terminate cooperation with the Publisher if the Advertiser considers the Publisher's activities to be non-compliant with these Terms, unlawful, misleading, harmful, or otherwise creating legal, financial, technical or reputational risks for the Advertiser.
6. Payment Terms, Commissions and Invoicing
6.1. Commission is payable only for Qualified Actions / valid Deliverables confirmed under these Terms and the applicable IO / Campaign terms. Non-Qualified Actions, Invalid Traffic, and Actions later subject to chargeback or refund are non-payable and may be reversed from any amounts due.
6.2. Invoicing. Unless the IO provides otherwise, the Publisher shall issue invoices to the Advertiser for confirmed Qualified Actions based on the Advertiser's tracking reports (or based on payout statements made available in the Affiliate Account). The Advertiser pays such invoices from ANGELIKS LTD according to the schedule in Clause 6.4 / the IO.
6.3. The Advertiser agrees to pay the Publisher the amounts set out in the IO / Campaign terms for confirmed Qualified Actions, including any applicable taxes or mandatory charges as agreed, in accordance with these Terms and the IO.
6.4. Payment schedule and thresholds (unless otherwise agreed in an IO or with the Affiliate Manager in writing): (a) new Publishers are paid on a monthly Net30 schedule during the first month from traffic launch; (b) thereafter, standard payouts remain Net30 subject to applicable volume thresholds; (c) weekly Net7 may be available where continuous weekly volume thresholds are met and the Affiliate Manager agrees in writing, and may be downgraded to Net30 if thresholds are missed; (d) the applicable minimum payout threshold shall be determined by the Advertiser and communicated to the Publisher; (e) balances below the Minimum Balance roll forward until the threshold is reached; (f) commissions may be paid in USD, EUR or GBP as selected in the Account, with conversion per xe.com currency tables where needed; (g) bank transaction fees may be shared equally where commissions exceed the published high-volume threshold, otherwise as agreed.
6.5. Payments shall be made in accordance with Clause 6.4, by wire transfer or any other method agreed by the Parties or made available in the Affiliate Account. Publisher-side fees are borne by the Publisher; Advertiser-side fees by the Advertiser, unless Clause 6.4 provides otherwise.
6.6. The Advertiser may withhold, adjust, set off, reverse or cancel Commissions and payouts where: (i) Fraud / Invalid Traffic is detected or reasonably suspected; (ii) chargebacks or refunds occur; (iii) reporting errors or tracking discrepancies are identified; (iv) the Publisher breaches these Terms or Campaign rules; (v) inactive-account or unclaimed-balance rules apply; or (vi) amounts are otherwise owed by the Publisher to the Advertiser.
6.7. Incorrect payment details. The Publisher is solely responsible for providing correct and complete billing information. Additional costs caused by incorrect details may be recovered as a Fine (illustrative): up to USD 5,000 — USD 50; USD 5,000–10,000 — USD 100; above USD 10,000 — case-by-case, minimum USD 200.
6.8. Referral commissions. Where the Advertiser operates its own publisher-referral program under ProfitSoul, referral commission accrues as published in the Affiliate Program / written notice then in force and may be invoiced together with regular Commission unless otherwise agreed.
6.9. Dormancy / unclaimed balances. If the Affiliate Account is not active for six (6) months and the Publisher has not requested payment of Commissions within that period, any and all Commission may be deemed void and written off, and the Account may be terminated.
6.10. Tax status. The relationship is not employment. The Publisher is solely responsible for any taxes, social security and similar charges arising from Commissions.
7. Statistics and Disputes
7.1. Primary statistics. Deliverables, Qualified Actions and Commissions are determined based on the Advertiser's / ProfitSoul tracking data and reports, which constitute the primary and binding record for payout calculation. The Affiliate Manager will consider good-faith disputes regarding statistics.
7.2. If the Publisher's statistics differ from the Advertiser's by more than +/-10%, the Parties shall attempt to reconcile the discrepancy in good faith within ten (10) days following the end of the reporting month. If the Publisher does not raise a discrepancy within this period, the Advertiser's tracking data shall be deemed final.
7.3. The Publisher may dispute the Advertiser's tracking data only within the limits of Clause 7.2 and only if supported by clear and verifiable evidence. Undisputed Deliverables are final and fully payable, subject to later Fraud / chargeback adjustments under Clause 6.6.
7.4. Invoice disputes. Any good-faith dispute of an invoice must be submitted in writing within thirty (30) days of the invoice date (unless a shorter period is set in the IO). Failure to dispute within the window constitutes irrevocable acceptance of that invoice, without prejudice to the Advertiser's later Fraud / chargeback / adjustment rights.
8. Fraud / Invalid Traffic and Investigations
8.1. Fraud is strictly prohibited. The Publisher shall not use any means to commit fraud, breach applicable law, falsify referral data, generate fake Commissions, or exceed authorized access — including spyware, automated click/lead tools, cookie stuffing, click fraud, proxy/VPN fraud masking, misleading redirects, or incentivized fake conversions.
8.2. Determination. The Advertiser decides Fraud and Invalid Traffic at its sole reasonable discretion, including based on its Internal Fraud Protection System, platform signals and investigations. Leads generated through proxy/VPN or other forbidden tools may be refused and unpaid.
8.3. Consequences. Upon actual or suspected Fraud, Invalid Traffic or prohibited sourcing, the Advertiser may: (a) deem related Actions non-Qualified and void Commissions; (b) withhold, freeze or reverse payouts; (c) suspend Links, Campaigns, sub-sources or the Affiliate Account; (d) terminate cooperation with immediate effect; (e) permanently ban the Publisher; and (f) in case of material breach, disclose contact data to competent authorities where lawful.
8.4. Investigation cooperation. The Publisher shall cooperate fully with any investigation and provide traffic-source, creative, sub-affiliate and technical information reasonably requested by the Advertiser.
8.5. Illustrative instant-ban conduct includes mass unsolicited spam; prohibited illegal content; deception of the Company; deceptive domains; false account data / traffic hijacking; forced subscriptions; fake test leads without prior notice; IP infringement; misrepresentation of Program Web Sites; or advising Users to cancel and re-register to game Commissions.
9. Intellectual Property, Brand and Advertising Materials
9.1. All Advertising Materials, Links, trademarks, logos, domain names, creatives and related intellectual property remain the exclusive property of the Advertiser (and/or its licensors). Only the limited license in Clause 4.2 is granted.
9.2. Brand and materials restrictions. The Publisher shall not: (a) modify logos or Program Web Sites; (b) purchase, bid on or register domains, URLs or keywords confusingly similar to Advertiser trademarks; (c) create negative sites to drive traffic to Program Web Sites; (d) use Advertiser trademarks beyond the licensed Ads without prior written consent; (e) lift content from other websites without permission; (f) use self-developed text ads without Advertiser approval; (g) publish statements inconsistent with genuine offer terms; or (h) abuse third-party IP.
9.3. License status. Links and materials may be used only while the Publisher is a member in good standing. Upon termination or revocation, the Publisher must immediately cease all use of Links, Advertising Materials, logos, trademarks and other IP of the Advertiser and delete all copies.
9.4. Feedback provided by the Publisher may be used by the Advertiser without compensation. All rights not expressly granted are reserved by the Advertiser.
10. Confidentiality
10.1. The Publisher shall treat as strictly confidential any non-public information disclosed by the Advertiser, including campaign details, payout rates, performance data, creatives, links, landing pages, account access, pricing and IO contents.
10.2. Commission rates, Campaign terms, statistics and other commercial conditions of the Affiliate Program are confidential business secrets and may not be disclosed to third parties or used to reproduce a competing program.
10.3. The Publisher may not disclose confidential information to any third party without the Advertiser's prior written consent, except information that is publicly available other than through the Publisher's breach.
10.4. Confidentiality obligations remain in force during cooperation and for three (3) years after termination, or longer if the information remains confidential by its nature.
10.5. Upon request, the Publisher shall promptly execute a separate NDA.
10.6. The Publisher shall not use confidential information to compete with the Advertiser or to create competing products or services.
11. Termination and Effects
11.1. The Advertiser may suspend or terminate any Campaign, IO, Affiliate Account or cooperation at any time, with immediate effect, by written notice (including email), including for breach, Fraud, inactivity, or for convenience.
11.2. Additional grounds include Terms breach; email or PPC policy violations; trademark misuse; abusive Media; auto-redirect abuse; unlawful content; Fraud; or prolonged inactivity.
11.3. The Publisher may cease cooperation by written notice and by removing all Links from its Media, without affecting Qualified Actions already accepted, except as provided in Clause 11.4.
11.4. Effects of termination. Upon termination, the Publisher must immediately: (a) stop all traffic; (b) disable all placements; (c) cease use of and delete all Links, Advertising Materials and IP of the Advertiser; and (d) stop acting as a participant in the Affiliate Program. If termination is for Publisher breach/Fraud (including threatened or likely breach), the Publisher is not entitled to any Commissions, even if accrued.
11.5. Termination does not release obligations regarding payment for valid Qualified Actions supplied before termination (unless voided under Fraud/breach rules), or surviving obligations.
11.6. The Publisher is not entitled to compensation, expectation damages or loss-of-profit claims arising from the Advertiser's decision to terminate or stop purchasing traffic.
12. Relationship
12.1. The Parties are independent, non-exclusive contractors. Nothing creates agency, partnership, joint venture, employment or fiduciary relationship. Neither Party may bind the other. The Publisher is solely responsible for its own taxes and social contributions.
13. Limitation of Liability
13.1. To the maximum extent permitted by law, the Advertiser shall have no liability under these Terms except as expressly set out herein.
13.2. The Advertiser is not liable for any damage arising from or related to the Publisher's actions, omissions, inaccurate information, technical failures, non-compliance with applicable laws, or any other circumstances beyond the Advertiser's reasonable control.
13.3. The Advertiser is not responsible for any unauthorized access to the Publisher's accounts, credentials or systems, nor for any resulting loss or damage.
13.4. The Advertiser shall bear no liability for installation errors, malware, viruses, or any harmful components affecting the Publisher's hardware, software or systems, except in cases of proven intentional misconduct by the Advertiser.
13.5. The Advertiser shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, including loss of revenue, profit, goodwill, business opportunity or interruption.
13.6. The Advertiser is not responsible for payment delays or errors caused by incomplete, inaccurate or outdated payment details provided by the Publisher.
13.7. If, notwithstanding the above, the Advertiser is found liable for any claim, the Advertiser's total aggregate liability shall not exceed the amount actually payable to the Publisher for valid Deliverables confirmed by Publisher's invoices or Advertiser's reports for the relevant period.
13.8. No action or claim may be brought against the Advertiser more than one (1) year after the date on which the underlying event occurred.
14. Indemnification
14.1. The Publisher agrees to fully indemnify, defend and hold harmless ANGELIKS LTD, including its directors, officers, employees and agents, from and against any and all claims, damages, liabilities, losses, penalties, fines, costs, complaints, investigations or expenses (including reasonable legal fees) brought by any third party, governmental authority, platform or consumer arising out of or relating to: the Publisher's actions, omissions, traffic sources, methods of promotion or advertising practices; any breach of these Terms or of any applicable laws; any violation of privacy, data protection, marketing, or consumer-protection rules; any misleading, unlawful, harmful or non-compliant material, content or traffic distributed by the Publisher; any spam, unauthorized email campaigns, deceptive practices, fraud, incentivized activities or invalid conversions originating from the Publisher or its sub-sources.
14.2. The Publisher is solely responsible for the legality, quality, origin and compliance of all traffic and materials used to promote the Advertiser's Campaigns.
14.3. The Publisher acknowledges that it cannot derive any rights or expectations from agreements, terms, arrangements or conditions that the Advertiser may have with other publishers.
15. Remedies
15.1. If the Advertiser identifies any traffic, placements, or activities of the Publisher that violate these Terms or are fraudulent, invalid, or non-compliant, the Advertiser may: (a) withhold outstanding payments, exclude non-compliant traffic from invoicing, and void related commissions; (b) immediately suspend or terminate Campaigns, disable tracking links, block sources or sub-affiliates, and/or terminate Affiliate Program access without prior notice; (c) offset losses, damages, fines or costs against balances due to the Publisher.
15.2. In addition, the Publisher shall fully compensate the Advertiser for resulting losses, including regulatory/platform fines, infrastructure remediation costs and reasonable legal fees.
15.3. Rights and remedies under these Terms are cumulative and in addition to rights under applicable law or equity.
16. Notice
16.1. All notices shall be in English and in writing. Email notices are valid upon sending, unless an automatic delivery failure message is received.
16.2. Notices to the Advertiser shall be sent to the email address indicated on ProfitSoul.io or in the relevant IO, unless otherwise specified by the Advertiser in writing.
16.3. Notices to the Publisher shall be sent to the email address provided during onboarding, in the IO, Affiliate Account, or subsequent written communication. The Publisher must keep contact details current.
16.4. Email shall in all cases constitute a sufficient and binding method of notification.
17. Force Majeure
17.1. Neither Party shall be considered in breach, nor liable for delay or failure, if caused by events beyond that Party's reasonable control, including natural disasters, acts of government, war, civil unrest, strikes, network or infrastructure failures, or widespread outages. The affected Party is entitled to a reasonable extension of time. If the period exceeds thirty (30) consecutive days, the non-affected Party may terminate cooperation by providing fourteen (14) days' written notice.
18. Data Protection
18.1. Each Party shall comply with all applicable data protection and privacy laws, including, where relevant, the EU GDPR, the UK GDPR, and other mandatory requirements.
18.2. Each Party acts as an independent data controller with respect to the business-contact data of its personnel shared for performance of these Terms. Nothing creates joint controllership or a processor-controller relationship.
18.3. These Terms constitute the full understanding between the Parties regarding processing of business-contact data.
18.4. The Advertiser may process the Publisher's business-contact data solely for administering and performing these Terms and any IOs, including invoicing, campaign management, fraud-prevention, compliance and accounting.
18.5. Where required by law, the Advertiser may transfer such business-contact data to its affiliates or service providers (including those located outside the Publisher's jurisdiction), provided that appropriate safeguards are implemented (such as EU/UK Standard Contractual Clauses).
18.6. Each Party shall implement appropriate technical and organizational measures to protect personal data processed under these Terms.
18.7. Nothing in this clause requires either Party to process consumer or end-user personal data on behalf of the other Party as a processor.
18.8. Where the Publisher captures end-user personal data on its Media, a Privacy Policy must be clearly posted and accessible before capture, and collection, use and sharing practices (including sharing with the Advertiser as needed to perform the Campaign) must comply with applicable laws.
18.9. More detailed information is set out in the Advertiser's Privacy Policy available at: https://profitsoul.io/privacy/
19. Miscellaneous Provisions
19.1. Waiver. No waiver of any breach or default shall be deemed a waiver of any other or subsequent breach.
19.2. Governing Law and Jurisdiction. These Terms, any IO, and any dispute arising out of or in connection with them (including non-contractual disputes) shall be governed by the laws of the Republic of Bulgaria. The Parties irrevocably agree that the courts of Bulgaria, including the competent court having jurisdiction over the registered seat of ANGELIKS LTD in Sofia, shall have exclusive jurisdiction.
19.3. Interpretation. These Terms shall be interpreted according to their plain meaning and not strictly for or against either Party.
19.4. No Third-Party Beneficiaries. Nothing in these Terms creates any rights or benefits for third parties.
19.5. Authority. Each Party represents that it has the legal authority to accept and perform these Terms. Individuals acting on behalf of a Party represent that they are duly authorized to do so.
19.6. Invalidity / Severability. If any provision is held invalid, illegal or unenforceable, the remaining provisions continue in full force.
19.7. Compliance with Law. Each Party shall comply with all applicable laws, regulations and industry requirements related to its activities.
19.8. Entire Agreement. These Terms, together with any applicable IOs, constitute the entire agreement between the Parties regarding advertising services performed for the Advertiser under the ProfitSoul Affiliate Program.
19.9. Assignment. The Publisher may not assign these Terms without the Advertiser's prior written consent. The Advertiser may assign these Terms upon notice to the Publisher.
19.10. Headings. Section headings are for convenience only and do not affect interpretation.
19.11. Survival. Provisions that by their nature should survive termination shall survive, including confidentiality, intellectual property, termination effects, fraud/remedies, indemnification, limitation of liability, data protection and governing law.
19.12. Contact. Questions regarding these Terms: partners@profitsoul.io