1. בעמוד הבא תידרש לחתום על הסכם ותנאי שימוש
המסדירים את הזכויות והחובות בינינו.
2. ההסכם מנוסח בשפה האנגלית.
3. ככל שאינך בקיא בשפה האנגלית, נא היעזר בגורמים
הרלוונטיים טרם החתימה ואישור ההסכם ותנאי השימוש.
4. מובהר ומודגש, כי עם חתימתך על ההסכם ואישור
תנאי השימוש, הנך מצהיר כי קראת את ההסכם ותנאי השימוש והבנת את תוכנם. עם חתימתך
על ההסכם ואישור תנאי השימוש הנך מוותר על כל טענה, מכל סוג שהיא, בדבר אי הבנת
ההסכם ותנאי השימוש לרבות בשל אי הבנת השפה האנגלית. "
5. פרטים להפקת מסמכי חיוב לאחר קבלת כל תשלום:
סאו סימפל בע"מ
דולב 25 כפר ורדים 2514700
(1) These Terms & Conditions apply
to participants in the SEO Simple LTD KeepItSimple Partners Affiliate Program (the
(2) In these Terms & Conditions,
"Company", "we", "us", and "our" means
"SEO Simple LTD", the brand owned and operated by SEO Simple LTD, a
company registered in Israel under company number 514094184.
(3) In these Terms & Conditions,
"website", "site" "SEO Simple LTD KeepItSimple" means
"https://www.keepitsimple.co.il/", the website owned and operated by
(4) In these Terms & Conditions,
"Affiliate", "you" and "your" means the
individual or organization that is applying to become a participant in the
Program and who will accept these Terms & Conditions upon joining the same.
(5) By accepting these Terms &
Conditions you agree to be bound by them and shall enter into a binding
agreement with us (the "Agreement").
1. Definitions and Interpretation
- 1.1 In these Terms & Conditions the following terms
shall have the following meanings:
- "Business Day"
means any day other than Friday or Saturday that is not a bank or public
means our cancellations policy which can be found at https://www.keepitsimple.co.il/terms/;
- "Commencement Date"
means the date of your acceptance;
- "Commission Rate"
means the percentage of commission paid on net sales revenue set out in
Third-party Cookies are not placed by Us; instead, they are placed by
third parties that provide services to Us and/or to you. Third-party Cookies
may be used by advertising services to serve up tailored advertising to
you on Our Site, or by third parties providing analytics services to Us
(these Cookies will work in the same way as analytics Cookies described
- "Current Term"
means the Term that the Parties may be in at any given time;
- "Direct Referral"
means a sale of a Service Package to a customer who has been led to our
website through your website where that customer can be tracked directly
from your site to ours without any further intermediaries;
- "Intellectual Property
means any rights subsisting in a copyright work, trade mark, patent or
design and shall be construed in accordance with the Israeli Copyright Act of 2007;
- "Registered Email
means the email address of the Affiliate as provided in your Registration
- "Registration Data"
means the information provided by the Affiliate when registering for
enrolment in the Program;
- "Service Package"
means a particular set of services available from us through our website
as defined in Clause 7; and
means the term of the Agreement, as defined in Clause 17 of these Terms
& Conditions, during which you shall participate in the Program under
the terms and conditions set out in the Agreement.
2. Enrolment in the Program
- 2.1 By enrolling in the Program you agree that, at the
time of registration, you will provide accurate and complete Registration
Data and that you shall inform us of any changes in your Registration
- 2.2 Upon your acceptance of these Terms & Conditions,
subject to our approval and sub-clause 2.4 below, the agreement is deemed
to be in effect. You will not be sent a signed Affiliate Agreement in hard
- 2.3 We may, at our sole discretion, review your website
following your acceptance of these Terms & Conditions. You will be
informed within 10 Business Days of the outcome of your application.
Following your acceptance of these Terms & Conditions, you will
receive further instructions and guidance to allow you to commence marketing
- 2.4 We may, in our sole discretion, choose to reject any
application for any reason (and are under no obligation to disclose such
reasons). Reasons for which an Application may be rejected include, but
are not limited to, content on your website that:
- 2.4.1 is in any way unlawful, harmful, threatening,
obscene, harassing, discriminatory, defamatory or otherwise
- 2.4.2 facilitates or promotes violence, terrorism, or any
other criminal activity;
- 2.4.3 is sexually explicit; or
- 2.4.4 infringes or assists or encourages the infringement
of any intellectual property rights belonging to any party.
3. Company / Affiliate Relationship
- 3.1 Nothing in these Terms & Conditions shall
constitute, or be deemed to create, a partnership between the Parties;
nor, except as expressly provided, shall it designate, or be deemed to
designate, any Party the agent of any other Party for any purpose.
- 3.2 Subject to any express provisions to the contrary in
these Terms & Conditions, you shall have no right or authority to and
shall not do any act, enter into any contract, make any representation,
give any warranty, incur any liability, assume any obligation, whether
express or implied, of any kind on our behalf or bind us in any way.
4. Website Links
- 4.1 In your Affiliate Dashboard will be the requisite
materials for a hyperlink to our website. These materials will include the
HTML code for the link and/or a selection of graphics files to which the
HTML code should be applied.
- 4.2 The HTML code as it appears in your Affiliate
Dashboard must be copied exactly and not altered in any way. Failure to
comply with this condition may result in your receiving no credit for
sales of Service Packages that are generated through your website.
- 4.3 Under no circumstances may any of the graphics files
provided by us be modified in any way without our prior written authorization.
You may not use graphics files of your own to link to our site.
- 4.4 All graphics files that we may provide for use as
links may be displayed throughout your website as you deem appropriate,
subject to our prior consent (which shall not be unreasonably withheld)
which must be obtained in all cases. We reserve the right to request the
alteration or removal of a link from your website.
- 4.5 You are required to assume full responsibility to
maintain all links to our website from your website.
5. Site Maintenance and Content
- 5.1 Each Party shall be exclusively responsible for
maintaining and updating its own website. Subject to the provisions of
this Clause 5 and Clause 14 below, neither Party shall have any
obligations to the other Party in relation to the maintenance or content
of their website.
- 5.2 Subject to Sub-clause 5.3 of these Terms &
Conditions, neither Party may host any content that:
- 5.2.1 is in any way unlawful, harmful, threatening,
obscene, harassing, discriminatory, defamatory or otherwise
- 5.2.2 facilitates or promotes violence, terrorism, or any
other criminal activity;
- 5.2.3 is sexually explicit; or
- 5.2.4 infringes or assists or encourages the infringement
of any intellectual property rights belonging to any party.
- 5.3 Neither Party shall be under any obligation to
pre-screen any content added to their website by third parties; however in
the event that either Party receives from the other a written notification
of any content that falls within that described in Sub-clause 5.2 of this
Agreement, such content must be removed within 5 Business Days of receipt
of such notice.
6. Display of Company Information
- 6.1 As an affiliate, you are free to display pricing and
other information relating to our Service Packages. It is your
responsibility to keep such information up-to-date through your own
efforts; we will not provide pricing information updates to you.
- 6.2 We reserve the right to alter pricing at any time in
accordance with our own policies.
- 6.3 Your Responsibilities: As a SEO Simple LTD KeepItSimple
Affiliate you agree that:
- 6.3.1 You are responsible for providing us with full and
accurate account information and for keeping that information up to date.
Such information might include but is not limited to: contact details,
payment details, tax information and any other details we may require. We
reserve the right to request additional data regarding all the websites
where you promote SEO Simple LTD KeepItSimple and the promotional
practices you use. Failure to provide accurate information may result in
exclusion from the Program, suspension or termination of your Affiliate
account and forfeiture of any commissions.
- 6.3.2 You should not create more than one Affiliate
- 6.3.3 You should act in good faith to refer customers in
- 6.3.4 You cannot refer yourself, and you will not receive a
commission on your own accounts. You should not use our Program to refer
companies that you own or in which you have shares or other interests.
- 6.3.5 You should not take actions or make recommendations
to your referrals that result in a potential revenue loss for SEO Simple
LTD or SEO Simple LTD KeepItSimple.
- 6.3.6 You should not engage in incentivized programs and
business-opportunity sites, using marketing practices that might be
unethical or likely to attract customers, not in good standing.
- 6.3.7 You should not use on behalf of your referrals or
encourage your referrals to use on their SEO Simple LTD KeepItSimple accounts
any copyrighted or third-party material without the proper licenses.
- 6.3.8 You should not copy, alter or modify any icons,
buttons, banners, graphics, files or content contained in SEO Simple LTD KeepItSimple’
Links, including but not limited to removing or altering any copyright or
trademark notices, without prior written approval from us.
- 6.3.9 You should not engage in any blackhat SEO/spam link
building techniques in order to generate more referrals for SEO Simple
- 6.3.10 You should not post ads on offensive, illegal,
hateful, pornographic, or otherwise distasteful websites.
- 6.3.11 You agree not to violate any applicable law.
- 6.3.12 If we detect a pattern in your affiliate practices
that in our reasonable opinion violates any aspect of the Terms &
Conditions, we reserve the right to suspend or terminate your affiliate
account and cancel all outstanding commission payments due.
- 6.4 Affiliate Advertising. Inappropriate ways of
advertising include, but are not limited to:
- 6.4.1 Using any illegal or spam method of advertising, e.g.
unsolicited email, an unauthorized placing of the link in forums,
newsgroups, message boards etc.;
- 6.4.2 Bidding on keywords and phrases containing the “SEO
Simple LTD” or "KeepItSimple" trademark, or variations or
misspellings of the trademarked term on Pay per Click or Pay per
Impression campaigns on the search engines (Google, Yahoo, MSN, Ask, Bing
or others) without our prior approval. You are not allowed to use the SEO
Simple LTD Website(s) as display URL in PPC ads and to direct-link or
redirect to the SEO Simple LTD Website(s);
- 6.4.3 Using non-unique copyright infringing content to
promote SEO Simple LTD;
- 6.4.4 Providing cash backs, rewards or any other kind of
incentives to obtain the sale without our prior approval;
- 6.4.5 Offering price savings methods, including coupon(s),
voucher(s), discount codes, or added value offers without our prior
- 6.4.6 Using our advertising and promotional materials,
trademark or name in a way which negatively affects our image;
- 6.4.7 Using iframes or any other techniques or technology
that places your affiliate tracking cookie by any means other than an
- 6.4.8 Using link cloaking or masking techniques or
technology with the goal to promote SEO Simple LTD KeepItSimple on
websites and/or networks not explicitly listed in your affiliate profile
and hiding that traffic source;
- 6.4.9 Your website(s) must NOT contain lewd, obscene,
illegal or pornographic material or any other material that is deemed to
be objectionable. This includes, but is not limited to, bigotry, hatred,
pornography, satanic materials, trademark and copyright materials, all
content of an adult nature, etc. The designation of any materials as such
is subject to our reasonable opinion;
- 6.4.11 Your domain name(s), company name, logo, trademark,
product(s), project(s), service(s) must NOT contain keywords and phrases
containing the “SEO Simple LTD” or "KeepItSimple" trademarks or
any other variations or misspellings confusingly similar to SEO Simple
LTD or KeepItSimple trademark, name, logo or domain name, without our
- 6.4.12 Your domain name(s), company name, logo, trademark,
your product(s), project(s), service(s) must NOT contain keywords and
phrases that contain or are confusingly similar to third-party
trademarks, names, logos or domain names, unless you have been duly authorized
by the trademark owner.
- 6.4.13 SEO Simple LTD shall have the sole right to decide if
a promotional method you use is appropriate. The use of any advertising
method that we consider inappropriate may result in warning, suspension
or termination of your affiliate account and cancellation of all
outstanding commission payments due.
7. Service Packages
We provide services through our website in courses, bundles
and subscriptions. Descriptions for these packages are available in https://www.keepitsimple.co.il/author/affiliate?tab=materials
In your Affiliate Dashboard, you will be able to view all the products that you
will get commission for.
8. Customer Referral Requirements
- 8.1 Terms & conditions relating to the referral of
customers to us via links on your website can be found on our website at https://www.keepitsimple.co.il/Affiliate-Program-Terms-Conditions.
- 8.2 We reserve the right to alter such terms &
conditions at any time and will provide 10 Business Days’ written notice
to you of any such alteration.
- 9.1 We undertake to use our best and reasonable endeavors
to process and fulfil all orders for Service Packages placed by referred
customers generated by affiliates.
- 9.2 We reserve the right to reject any orders that do not
comply with the customer referral requirements detailed in Clause 8 of
these Terms & Conditions.
- 9.3 It shall be our full responsibility to ensure that all
orders are completed and that the provision of services is undertaken in
accordance with our Service Level Agreements. We shall be responsible for
order entry, payment processing, cancellations and all subsequent customer
service. You shall have no further involvement with the customer or the
completion of the transaction and all customers will be made aware of the
10. Affiliate Sales Reporting
- 10.1 We will track the following elements of all sales:
- 10.1.1 origin;
- 10.1.2 Service Package selected; and
- 10.1.3 revenue generated.
- 10.2 Full reports of all sales generated through the links
on your website will be available in your Affiliate Dashboard. We reserve
the right to alter the form and content of such reports without notice.
11. Commission and Referral Fees
- 11.1 You will be paid commission at the rates set out in
Sub-clause 11.2 on the net profits of sales generated through your
- 11.2 Commission shall be calculated on the following basis:
- 11.2.1 Notwithstanding Sub-clause 11.2.2 all sales that
result from Direct Referrals will attract a onetime commission of the
lower value between 22% and 200 ILS.
- 11.2.2 Cookies and IP logs will identify customers that have
previously been referred through your website. In the event of such
customers are identified, will (unless referred directly from another
affiliate’s website) attract a commission of the lower value between 22%
and 200 ILS.
- 11.3 Sub-clause 11.2.2 shall apply only until the
expiration or removal of our cookies by the customer or for a period of 30
days after the most recent Direct Referral for a customer, whichever is
- 11.4 In the event that a customer cannot be tracked, no
commission will be paid.
- 11.5 Commission shall be calculated only once we have
received payment in full from the customer. Only once payment has been
received in full will sales be logged in your Affiliate Dashboard but will
be shown as pending for 30 days after the order has been completed (this
time period reflects the time limit set out in our Cancellations Policy).
- 11.6 Commission payouts will be scheduled for the last day of
every calendar month. Every affiliate will receive commissions only for
subscriptions that have passed their 30-day limit, which reflects the
“money-back guarantee”/refund period described in our Cancellations
Policy. The minimum payout amount is 150 ILS of commissions per affiliate.
- 11.7 Commissions will be sent to the PayPal email address
of the Affiliate or bank account as provided in their Registration Data.
- 11.8 In the event of any refunds issued for any reasons
including, but not limited to fraud and where such refunds are not
incurred through any fault of ours, you may be contacted to arrange for
the repayment of any related commission.
- 11.9 Any and all commission paid to you shall be based on
sales revenue less any tax due; however, you may still be liable to pay
tax on your commission. By accepting these Terms & Conditions you
hereby acknowledge that you are solely responsible for the payment of tax
on any income you may generate through your involvement in the Program.
- 11.10 We reserve the right to modify our Commission Rates at
any time. You will be given 10 Business Days’ prior written notice (the
“Notice Period”) of any such change. You will be given the option to opt
out of the Program within the Notice Period and will, on the exercise of
that option, be paid any Commission due to you, notwithstanding the total
commission earnings requirement set out in Sub-clause 11.6 above.
- 11.11 Following any payment
made by us, you are required to issue an invoice, assuming you are not an
exempt dealer and receipt and send original or signed certified copies to
12. Trade Marks
- 12.1 Upon your entry into the Program, we shall grant to
you a non-exclusive, non-transferrable, royalty-free license to use our
logos and trademarks (our “Trade Marks”).
- 12.2 You may use our Trade Marks only to the extent
required to establish links and perform your obligations as an Affiliate
under these Terms & Conditions.
- 12.3 In the event that you wish to use our Trade Marks for
any purposes outside of these Terms & Conditions you must not do so
without prior written consent, such consent not to be unreasonably
- 12.4 By accepting these Terms & Conditions you hereby
- 12.4.1 our Trade Marks shall remain the property of SEO
Simple LTD, unless and until we assign those marks to a third party;
- 12.4.2 nothing in these Terms & Conditions shall be
deemed to confer any ownership rights in our Trade Marks on you; and
- 12.4.3 you shall not contest the validity of our trademarks.
13. Intellectual Property
- 13.1 Unless otherwise expressly indicated we are the sole
and exclusive owners of all Intellectual Property Rights (“IPRs”) in our
website including, but not limited to: all code, text, sound, video,
graphics, photographs and other images that form a part of the site. We
shall also be the sole and exclusive owners of all IPRs which may subsist
in any supporting documentation which shall include, but not be limited
to, site plans, maps, design sketches and other preparatory material.
- 13.2 We shall be the sole and exclusive owners of all IPRs
which may subsist in all future updates, additions and alterations to our
website, such material including any supporting documentation.
14. Affiliate Warranties and
- 14.1 In accepting these Terms & Conditions you hereby
warrant and acknowledge that:
- 14.1.1 Your website does not and will not contain any
is in any way unlawful, harmful, threatening, obscene, harassing,
discriminatory, defamatory or otherwise objectionable;
facilitates or promotes violence, terrorism, or any other criminal
is sexually explicit; or
infringes or assists or encourages the infringement of any intellectual
property rights belonging to any party.
- 14.1.2 Your website is and shall remain functional and,
subject to the provisions of Clause 19 of these Terms & Conditions,
reasonable downtime for maintenance or third-party access restrictions,
accessible to all users of the internet;
- 14.1.3 All necessary authorities, consents and approvals
have been obtained in respect of your obligations under these Terms &
Conditions and will remain valid and effective throughout the Term;
- 14.1.4 Your obligations under these Terms & Conditions
shall constitute legal, valid and binding obligations on you. Such
obligations shall be direct, unconditional and general obligations; and
- 14.1.5 You will not refer to us in any way in any
unsolicited bulk email campaigns or other spamming practices that you may
- 14.2 By accepting these Terms & Conditions you agree
that you shall indemnify us in full against all liability, loss, damages,
costs and expenses (including legal expenses) awarded against or incurred
or paid by us as a result of, or in connection with:
- 14.2.1 breach of any warranty given by you in relation to
- 14.2.2 any claim that your website infringes the patent,
copyright, trade mark or other intellectual property rights of any other
person, except to the extent that the claim arises from compliance with
any terms stipulated by us; and
- 14.2.3 any act or omission by you or your employees, agents
or sub-contractors in performing your obligations under these Terms &
- 15.1 We make no warranty or representation that our
website, the Program, or Service Packages sold through the Program will
meet your requirements or those of your visitors, that they will be of
satisfactory quality, that they will be fit for a particular purpose, that
they will not infringe the rights of third parties, that they will be
compatible with all systems, that they will be secure and that all
information provided will be accurate.
- 15.2 We make no guarantee of any specific results from the
use of our website or from enrolment in the Program.
- 15.3 We make no guarantee that our website shall remain
functional and accessible to all users of the internet.
- 16.1 We shall not be liable to you for any indirect or
consequential loss that you may suffer even if such loss is reasonably
foreseeable or if we have been advised of the possibility of such loss
- 16.2 Our entire liability to you in respect of any breach
of our contractual obligations, any breach of warranty, any representation,
statement or tortious act or omission including negligence arising under
or in connection with these Terms & Conditions or the Agreement shall
be limited to 1 ILS.
17. Term and Termination
- 17.1 These Terms & Conditions and The Agreement shall
come into force and become binding on the Commencement Date and shall
continue in force for a period of 12 months from that date (the “Initial
Term”). Following the Initial Term, your enrolment in the Program shall be
renewed automatically for successive periods of 12 months (each a “Renewal
Term”) unless and until terminated in accordance with this Clause 17.
- 17.2 Either Party may terminate the Agreement by giving 10
Business Days’ prior written notice to the other:
- 17.2.1 at any time where the other Party has committed a
material breach of these Terms & Conditions or the Agreement and such
breach has remained unremedied 10 Business Days after receiving written
notice of that breach; or
- 17.2.2 if the other Party enters into liquidation whether
compulsory or voluntary (except for the purposes of bona fide
reconstruction or amalgamation with the prior written approval of the
other Party), or compounds with or makes any arrangement with its
creditors or makes a general assignment for the benefit of its creditors,
or if it has a receiver, manager, administrative receiver or
administrator appointed over the whole or substantially the whole of its
undertaking or assets, or if it ceases or threatens to cease to carry on
its business, or makes any material change in its business, or if it
suffers any analogous process under any foreign law.
- 17.3 Either Party may request the termination of the
Agreement at the end of the Current Term for any reason provided that
written notice is given at least 10 Business Days before the end of the
- 17.4 Upon the termination of the Agreement for any reason,
you shall remove the links established under these Terms & Conditions.
- 17.5 Upon the termination of the Agreement for any reason,
all licenses granted shall also terminate.
- 17.6 In the event that we terminate the Agreement in
accordance with Sub-clause 17.2.1, any Commission owed to you at that time
shall be forfeited.
- 18.1 Each Party (a “Receiving Party”) shall keep the
Confidential Information belonging to the other Party (a “Supplying
Party”) confidential and secret and shall not use or disclose or make the
Confidential Information available, directly or indirectly, to any person
other than its officers and employees who need the Confidential
Information to enable the Receiving Party to perform its obligations under
these Terms & Conditions and provided that such officers and employees
are also obliged to keep such Confidential Information confidential and
secret. The foregoing obligations shall not apply to any information
acquired by the Receiving Party which:
- 18.1.1 at the time of its acquisition was in the public
- 18.1.2 at a later date comes into the public domain through
no fault of the Receiving Party.
- 18.2 Each Party hereby agrees and undertakes:
- 18.2.1 that all Confidential Information shall be and shall
remain at all times the sole and exclusive property of the Supplying
- 18.2.2 that its right to use Confidential Information shall
wholly cease upon the termination of the Agreement; and
- 18.2.3 to return to the Supplying Party on termination of
the Agreement all material embodying Confidential Information (including
information stored on digital media) or any part thereof and all copies
19. Force Majeure
Neither Party to these Terms & Conditions shall be
liable for any failure or delay in performing their obligations where such
failure or delay results from any cause that is beyond the reasonable control
of that Party. Such causes include, but are not limited to, power failure,
Internet Service Provider failure, industrial action, civil unrest, fire,
flood, storms, earthquakes, acts of terrorism, acts of war, governmental action
or any other event that is beyond the control of the Party in question.
The Parties agree that in the event that one or more of the
provisions of these Terms & Conditions is found to be unlawful, invalid, or
otherwise unenforceable, that / those provisions shall be deemed severed from
the remainder of these Terms & Conditions. The remainder of the Terms &
Conditions shall be valid and enforceable.
Unless otherwise stated in these Terms & Conditions, the
Parties agree that all notices to be served under the Agreement shall be in
writing and may be sent by email to the other Party’s Registered Email Address.
- 22.1 These Terms & Conditions shall embody and set
forth the entire agreement and understanding between the Parties and shall
supersede all prior oral or written agreements, understandings or arrangements
relating to the Program or the relationship between the Parties. Neither
Party shall be entitled to rely on any agreement, understanding or
arrangement not expressly set forth in these Terms & Conditions, save
for any representation made fraudulently.
- 22.2 Unless otherwise expressly provided elsewhere in these
Terms & Conditions, the Agreement may be varied only by a document
signed by both of the Parties.
- 23.1 No Waiver
The Parties shall agree that no
failure by either Party to enforce the performance of any provision in these
Terms & Conditions shall constitute a waiver of the right to subsequently
enforce that provision or any other provision of these Terms & Conditions.
Such failure shall not be deemed to be a waiver of any preceding or subsequent
breach and shall not constitute a continuing waiver.
- 23.2 Non-exclusivity
The relationship between the Parties
shall be and shall remain non-exclusive. Both parties are free to enter into
similar relationships with other parties.
- 23.3 Non-assignment
You may not assign any or all of
your rights or obligations under these Terms & Conditions or the Agreement
without our prior written consent, such consent not to be unreasonably
- 23.4 These Terms &
Conditions and the Agreement shall be governed by the laws of Israel only.
- 23.5 Any dispute between the Parties relating to the
Agreement shall be fall within the jurisdiction of the courts of Israel.