AFFILIATE PROGRAM TERMS

PLEASE READ THESE AFFILIATE PROGRAM TERMS (THIS “AGREEMENT”). 

BY APPLYING TO OR PARTICIPATING IN THE AFFILIATE PROGRAM (THE “PROGRAM”) AND/OR BY CLICKING A BUTTON AND/OR CHECKING A BOX MARKED “CONFIRM,” “I AGREE,” OR SOMETHING TO THAT EFFECT, YOU (AS DEFINED BELOW) SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT, INCLUDING ALL TERMS INCORPORATED HEREIN BY REFERENCE. INCLUDING A BINDING ARBITRATION CLAUSE IN SECTION 15.2 (THE “ARBITRATION AGREEMENT”) AND A CLASS ACTION/JURY TRIAL WAIVER CLAUSE IN SECTION 15.3 (THE “CLASS ACTION/JURY TRIAL WAIVER”). IF YOU DO NOT AGREE TO THIS AGREEMENT, THEN DO NOT PARTICIPATE (OR CONTINUE TO PARTICIPATE) IN THE PROGRAM.

This Agreement applies to each individual or entity (“Affiliate,” “you,” or “your”) participating in the Program, which is operated by Lusha Systems, Inc. or Lusha Systems Ltd., as applicable (“Lusha,” “us,” “we,” or “our”). This Agreement complements, and hereby incorporates by this reference, Lusha’s Terms and Conditions, currently available at https://www.lusha.com/legal/terms_and_conditions-2/, as they may be updated from time to time (“Terms and Conditions”). In the event of any conflict or inconsistency between the Terms and Conditions and this Agreement, this Agreement will control to the extent of such conflict or inconsistency.

If you are a company, organization, or other entity (“Entity Affiliate”), then (a) you are solely responsible for all acts and omissions of your employees, contractors, agents, and other representatives (collectively, “Affiliate Representative(s)”), and any act or omission by an Affiliate Representative that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you; and (b) you will make each Affiliate Representative aware of this Agreement’s provisions, as applicable to such Affiliate Representative, and you will cause each Affiliate Representative to comply with such provisions.

1. Program Enrollment & Eligibility

To apply for participation in the Program, you must: (a) agree to this Agreement; (b) submit an application to participate in the Program; and (c) provide a valid account for a payment processor (such as PayPal or Stripe) acceptable to us, in our sole discretion (“Payment Method”) (collectively, the “Enrollment Requirements”). After your completion of the Enrollment Requirements, you may be accepted into, and enrolled in, the Program. Acceptance into and continued participation in the Program may be granted, denied, withheld or revoked in our sole discretion as Lusha reserves the right to re-evaluate your enrollment in the Program at any time. Affiliate Representatives who complete the Enrollment Requirements on behalf of an Entity Affiliate must be authorized to agree to this Agreement on the Entity Affiliate’s behalf. You are not eligible to rejoin the Program if you were previously removed from the Program by Lusha.

2. Affiliate Portal & Tracking

After signing up for the Program and being approved by Lusha as an affiliate (in its sole discretion), you will receive a unique affiliate URL that you may display on your website(s), social media page(s), and/or other applicable channel(s) (collectively, including the content contained therein, “Affiliate Channels”), in order to facilitate referrals. Use of the Affiliate Link on Affiliate Channels and referrals made through the Affiliate Link are subject to the terms and conditions of this Agreement and any other guidelines we may make available to you.

When someone clicks through this URL, a cookie will be set in their browser with your affiliate ID and their IP address may also be logged with your affiliate ID.

During that visit to the Website or any later visit, when any purchase is made of applicable Lusha products and services by that entity through your unique affiliate URL, it shall be recorded based on the existence of the cookie (a “Qualifying Transaction”).

2.1. You are responsible for maintaining the secrecy and security of your affiliate ID number, and password. Lusha shall have no liability in the event that any such information is shared by you with any other person or entity whatsoever.

3. Commissions

3.1. Commissions on Lusha’s products and services are paid on the specific products and services as set out from time to time on Lusha’s website, https://www.lusha.com/, (the “Website”)  and at the rates as indicated from time to time on the Website.

3.2. Lusha may, in its discretion, vary the Commission levels and/or products and services upon which Commission is payable at any time by updating such information on its Website. Lusha shall pay a Commission to you based on each Qualifying Transaction (minus any processing or handling fees incurred by Lusha) that results in an actual payment received by Lusha.

3.3 Each entity that, within ninety (90) days of clicking on your Affiliate Link, subscribes to a paid plan for Lusha’s services described at https://www.lusha.com/pricing/ (each such entity, a “Customer,” and, each such paid plan, a “Subscription”), will be deemed a “Qualifying Transaction.” For each Qualifying Transaction of (a) a monthly plan, you will receive 15 percent (15%) of the revenue actually received by Lusha (excluding any applicable taxes, refunds, chargebacks, reversals, costs of collection, and the like) for the first year of the applicable Subscription, and (b) an annual plan you will receive twenty percent (20%) of the revenue actually received by Lusha (excluding any applicable taxes, refunds, chargebacks, reversals, costs of collection, and the like) for the first year of the applicable Subscription (“Commission”). As a Program participant, you will receive access to a dashboard designed to assist you in tracking clicks on your Affiliate Link, Referrals, and your eligibility for Commissions (the “Dashboard”). For clarity, Lusha is not obligated to provide any payment or compensation of any type beyond that of earned Commissions, if any. It is clarified herein that you will receive a Commission solely based on the Customer’s initial plan/package, irrespective of any subsequent upgrades made by the Customer.

3.4 Exclusions. Notwithstanding anything to the contrary in this Agreement, you will not be entitled to, and Lusha will be under no obligation to pay Commissions under the following circumstances:

3.4.1. if such payment would constitute a violation of any Applicable Laws, or if we deem, in our sole discretion, that you violated any terms of this Agreement;

3.4.2. if the Customer is a past or current customer of any Lusha products and/or services at the time of such Customer’s clicking on your Affiliate Link

3.4.3. if Lusha has already been engaged in communications with the Customer at the time of such Customer’s clicking on your Affiliate Link;

3.4.4. if the entity referred does not meet the above definition of “Customer”;

3.5 Limitations. Notwithstanding anything to the contrary in this Agreement, payment of Commissions will be subject to the following limitations:

3.5.1. The right to receive Commissions for a Qualifying Transaction will cease effectively upon the earliest of: (A) the one-year anniversary of the applicable Subscription, (B) the termination of this Agreement, and (C) the termination of your participation in the Program (whether you withdraw from the Program, or we terminate your participation).

3.5.2.The Commission will be attributable only to the last Affiliate Link on which the applicable Customer clicked before purchasing the Subscription. For example, if a prospective Customer clicks on an Affiliate Link provided by Affiliate X, but then clicks on an Affiliate Link provided by Affiliate Y and purchases a Subscription, then Affiliate Y will receive the full Commission applicable to such Subscription, even if the Subscription purchase is within ninety (90) days of the date on which such Customer clicked on Affiliate X’s Affiliate Link and Affiliate X meets all other conditions set forth in this Agreement regarding Commissions. Commissions will not be split or transferred under any circumstances.

3.5.3.The Commissions owed for a Qualifying Transaction of a monthly plan will only be given for so long as the Customer consecutively pays for their monthly plan. Customers who terminate their monthly plans for any reason and purchase a monthly plan again in the future, whether through the Affiliate Link or not, shall not be considered a Qualifying Transaction and no further Commissions shall be owed to the Affiliate.

4. Payments

4.1 Commissions on Qualifying Transactions are calculated on a calendar month basis (“Commission Period”), and shall be paid to you within 45 days of the last day of the relevant Commission Period, subject always to the receipt of applicable payments relating to such Qualifying Transactions by Lusha.

There is a minimum Commission amount of $100.00. This is the minimum amount that you must earn before you will be paid Commissions.

4.2 Commissions. In any Commission Period, your Commission must exceed this amount before you will receive any sums for that period. Commissions below this minimum amount will be held until such time as the Commission equals or exceeds this amount.

4.3 There is a maximum Commission amount of $5,000.00 per Qualifying Transaction. 

4.4 Customer Refunds or Chargebacks. If there is a charge-back or refund to a customer in relation to a Qualifying Transaction, no Commission payment is due to you. If a Commission has already been paid, then Lusha will, at its discretion: (i) debit your Payment Method for an amount equal to the Commission received for the particular refund, chargeback, or reversal amount, (ii) reduce or set off against any future Commissions due to you hereunder by an amount equal to the Commission received for the particular refund, chargeback, or reversal amount, or (iii) invoice you for an amount equal to the Commission received for the particular refund, chargeback, or reversal. Lusha reserves the right to, without notice, set-off against any Commissions payable to you hereunder any amount due to Lusha by you, including, without limitation, the amount of any previous Commissions paid to you in error.

4.5 Taxes.All Commissions are paid in USD by bank transfer to the account as notified by you to Lusha on the partner portal. Any Commissions due to you under this Agreement are calculated and made inclusive of taxes, duties, levies, tariffs, and other governmental charges including, without limitation, VAT (collectively, “Taxes”). You shall be responsible for payment of all Taxes resulting from any payments made hereunder, other than any taxes based on Lusha’s net income. You shall be responsible for any fees payable to your bank in respect of receiving such Commissions.

5. Affiliate Obligations

5.1.  As an Affiliate, you agree that: 

5.1.1. your website may not contain any content, images, or advertisements for products or services that are not suitable for being viewed by persons 18 years of age or younger if you include any reference whatsoever to Lusha or your affiliate link; 

5.1.2. you may not, on any website on which you include any reference whatsoever to Lusha, its products, and services, include any reference whatsoever to content that is (as determined by Lusha): (a) “Adult” in nature, (b) unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (c) facilitates illegal activity; (d) otherwise illegal or causes damage or injury to any person or property, or (e) liable to bring Lusha into disrepute;  

5.1.3. you shall not send unsolicited bulk emails which promote, or make reference to Lusha, or any of their associated companies or websites, partners, or employees, or Lusha’s products and/or services;

5.1.4. you shall not cheat, or try to cheat, the system in an effort to increase any Commissions or payments to you; 

5.1.5. you shall refrain from any type of predatory marketing and/or advertising practices, the definition of which shall be at the sole discretion of Lusha;

5.1.6. you shall not manipulate or modify the Affiliate Link in any way including, but not be limited to, dynamically replacing the affiliate ID of one affiliate with that of another with the effect of “stealing” the Commission away from the affiliate that earned it, whether this be intentional or not; 

5.1.7. you may not adjust any of the supplied Affiliate Links to reset cookies or bypass other safeguards in the system;

5.1.8. you shall not engage in any behaviors that are fraudulent, abusive, or harmful to Lusha (including, without limitation, Lusha’s website and/or the Program, as determined by us in our sole discretion;

5.1.9. you shall not use your Affiliate Link to purchase a Subscription (A) for your entity or your parent, subsidiary, or affiliate entities, or (B) for yourself, your employer, or any other organization to which you provide services;

5.1.10. you shall not offer any discount, coupon, free trial, promo code, or other promotional offer in relation to the Program or any Subscription that is not expressly authorized by Lusha in writing in advance;

5.1.11. you shall not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain (also known as cloaking);

5.1.12. you shall not utilize an Affiliate Channel and/or Affiliate Material(s) that contains any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to, or are likely to, damage, interfere with, surreptitiously intercept, or expropriate any system, data, or Personal Information (as defined below). 

5.2 Pay-Per-Click (PPC) Advertising Restrictions

5.2.1 Affiliates are strictly prohibited from bidding on Lusha’s brand name, trademarks, or any variations, misspellings, or derivatives in Pay-Per-Click (PPC) advertising campaigns. This includes any use of Lusha, Lusha Systems Inc. in ad titles, ad copy, display URLs, or as keywords in search engines. Additionally, these terms cannot be used in combination with promotional words such as “promo,” “discount,” “coupon,” “code,” “promo code,” “sale(s),” “deal(s),” or any similar variation with an equivalent meaning (“Prohibited Keywords”). Affiliates must adhere to the following PPC guidelines:

5.2.1.1 The use of Prohibited Keywords in combination with any other terms in paid search advertising is not permitted

5.2.1.2 Affiliates may not include Prohibited Keywords in ad titles, ad copy, display names, or as part of the display URL in any promotional content.

5.2.1.3 Affiliates are not allowed to bid on Prohibited Keywords—including any variations or alternative spellings—across search engines and advertising platforms such as Google, Bing, MSN, Yahoo, Facebook, or any other network.

5.2.1.4 The use of Lusha’s trademarked terms in domain names or subdomains associated with any affiliate promotional platform is strictly prohibited.

5.2.1.5 Direct linking from PPC ads to Lusha’s website, or using redirects that achieve the same effect, is not permitted. All PPC-driven traffic must land on a legitimate page within the affiliate’s own website or another approved promotional platform.

5.2.2 Any violation of this section may result, at Lusha’s sole discretion, in one or more of the following actions:

5.2.2.1 Withholding or forfeiture of any commissions earned, whether directly or indirectly, through non-compliant activities.

5.2.2.2 Termination of the affiliate’s participation in the program, effective upon notice.

5.3 If Lusha, in its discretion, decides that you are in breach of any of your obligations under this Agreement or the Terms and Conditions, Lusha may immediately terminate your affiliate status, deactivate your account and shall not be obliged to pay you any Commissions that may be due. This Section 5 is without prejudice to any other rights Lusha may have under these Terms, the Terms and Conditions or by law. Lusha reserves the right to reject any affiliate application in its absolute discretion. 

5.4 You have no authority to: (a) negotiate any contract for or on behalf of Lusha or bind Lusha to any contract, representation, or understanding concerning Lusha and/or its products and/or services, or (b) make any representations or warranties concerning Lusha products and services unless permitted by Lusha in writing or through the partner portal of its Website.

6. Term & Termination

6.1 You may terminate our relationship under this Agreement for any reason by giving Lusha 10 days written notice by emailing Lusha at partnerships@lusha.com. Upon termination, (a) you must immediately cease all activities in connection with the Program, (b) you must immediately cease all use of, and remove from the Affiliate Channel(s), your Affiliate Link.

6.2 Lusha may also terminate our relationship under this Agreement at any time, without prior notice, and for any reason, by writing to you at the email address listed in your partner portal. This Section 6 is without prejudice to any clauses within this Agreement that are intended to survive termination.

6.3 Any outstanding payment obligations and all provisions that, by their nature, should survive the termination of this Agreement and/or your participation in the Program, including, without limitation, Sections 3, 5, 6, and 9 through 16 (inclusive), will survive such termination.

7. Rights To Modify The Program

Lusha, may, in good faith, modify these Terms, the products and services included in the Program and the applicable Commission levels, at any time and at its sole discretion, by writing to you at the email address listed provided in the partner portal. These changes will come into force immediately upon posting. Your continued participation in the Program following such notification shall constitute your acceptance of such changes. If you do not accept such change, your only recourse is to terminate these Terms.

8. Electronic Communications & Email

Lusha requires your primary email address to be given at the time of application. Participation in the Program and payment of any Commissions is conditional upon you verifying your email address and maintaining a valid email address. You may not use an email address with an auto responder.

Lusha will communicate with you by email or posting notices in the affiliate portal of the Website. You may not opt out of any emails that you receive from Lusha. In the event of breach of this Section 8, Lusha reserves the right to terminate your participation immediately, and any Commissions due shall be forfeited.

9. Ownership

9.1 Property Rights. You agree and acknowledge that this Agreement does not transfer or convey to you any ownership in or to Lusha’s services, or in or to any patents, trademarks, inventions, copyrights, trade secrets or any other intellectual property relating to Lusha’s services, and that all of the foregoing are owned and held exclusively by Lusha. You agree to refrain from using Lusha’s trademarks, logos, or copyrighted material in any manner not explicitly authorized by Lusha.

9.2 Modification. This Agreement does not convey any license, expressly or by implication, to manufacture, reverse engineer, duplicate, or otherwise copy or reproduce any of Lusha’s services. You shall not develop derivative works or derivative products with the use or aid of any of Lusha’s services, or reproduce or disassemble, decompile, reverse engineer any of Lusha’s services. You shall not modify Lusha’s services or bundle Lusha’s services with any non-Lusha services or components without express written consent from Lusha.

9.3 Feedback. To the extent you or any Affiliate Representative provide(s) any suggestions, recommendations, or other feedback relating to the Program or any Lusha products or services, (collectively, “Feedback”), such Feedback is non-confidential, and you hereby grant, and you represent and warrant that you have all rights necessary to grant, to Lusha, on behalf of yourself and any such Affiliate Representative(s), a non-exclusive, perpetual, irrevocable, transferable, royalty-free, and worldwide license, with the right to grant and authorize sublicenses, to implement, use, modify, and otherwise exploit, in any way, without restriction, the Feedback, without any fees, attribution, or other obligations to you, any Affiliate Representative, or any third party.

10. Release

You hereby release, on behalf of yourself and any Affiliate Representatives, Lusha from any and all losses arising out of or related to a dispute between you and a third party (including any other Affiliate) in connection with the Program. In addition, you waive, on behalf of yourself and any Affiliate Representatives, any Applicable Laws that says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE RELEASED PARTY.”

11. Confidentiality

You acknowledge that, by reason of your relationship to Lusha under this Agreement, you may have access to certain information and materials concerning business, plans, customers, technology, and products that are confidential. Such information and materials are of substantial value to Lusha which value would be impaired if such information were disclosed to third parties. You shall not disclose to third parties, or use in any way for your own account or for the account of any third party, any such confidential information disclosed to you by Lusha. You shall not publish any descriptions of Lusha’s services beyond the descriptions published by Lusha.

12. Representations and Warranties

12.1. By participating in the Program, you represent and warrant the following:

12.1.1. you will satisfy all of your obligations under this Agreement in a manner consistent with all applicable local, state, and federal laws, rules, and regulations (collectively, “Applicable Laws”);

12.1.2. you have the authority to bind yourself or if applicable an Entity Affiliate to this Agreement without the approval or consent of any other party;

12.1.3. the performance of your obligations under this Agreement do not and will not constitute a breach of, or conflict with, any other agreement or arrangement by which you are bound;

12.1.4. you have express permission and all necessary rights to use reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of (as applicable) any and all materials (such as text, images, graphics, illustrations, logos, trademarks, and service marks) that are owned by third parties and that you use in connection with the Program and/or the Affiliate Channel(s);

12.1.5. neither the Affiliate Channel nor any advertising materials and/or other materials you create, author, and/or use in connection with the Program (collectively, “Affiliate Materials”) will infringe on our or anyone else’s copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights (collectively, “Intellectual Property Rights”), publicity rights, privacy rights, or other rights;

12.1.6. you have sufficient right, title, and interest in and to the rights granted to us in this Agreement such that the rights you grant are valid, complete, and do not and will not infringe any third-party rights, nor violate any Applicable Laws; and

12.1.7. you will not, directly or indirectly, (a) engage in any unfair, anti-competitive, unethical, misleading, or deceptive acts or practices in connection with this Agreement and/or the Program, including, without limitation, any acts that are or might be detrimental to the public or to the goodwill or reputation of Lusha, our products and/or services, the Program, and/or the Licensed Materials, including any dissemination, display, or use of any false, misleading, or deceptive representations, depictions, or materials for or in connection with the Program; (b) make any promises, representations, warranties, or other commitments: (i) actually, apparently, or impliedly on Lusha’s behalf, or (ii) concerning or relating to our products or services that are neither consistent with the Terms of Service nor pre-approved by Lusha in writing; or (c) make any payments or gifts, or offers or promises of payments or gifts, of any kind, directly or indirectly, to any official of any foreign government or any agency or instrumentality thereof in connection with this Agreement and/or the Program.

12.2. A breach of the above representation and warranty is a material breach of this Agreement and will result in immediate removal from the Program. You are prohibited from advertising to, or otherwise engage in commercial activities with, persons or businesses residing in prohibited countries while participating in the Program.

13. Indemnification

You will indemnify, hold harmless, and (at Lusha’s option) defend Lusha and its affiliates, and its and their respective directors, officers, employees, consultants, agents, shareholders, partners, members, and other owners (collectively, “Lusha Indemnitees”), against any and all Losses arising out of or in connection with any third-party claim resulting from of or related to: (a) your conduct in connection with the Program and/or this Agreement, including the actions and omissions of Affiliate Representatives; (b) allegations that any content or other material you use, distribute, reproduce, modify, publish, list information regarding, edit, translate, syndicate, make derivative works of, display, or perform on the Affiliate Channel(s) or otherwise in connection with the Program and/or this Agreement infringes, misappropriates, or violates any Intellectual Property Right or right of publicity (except to the extent such content or material is unmodified Licensed Material); (c) any claim related to the Affiliate Channel(s); (d) allegations that any of the messages you send or your communications, or your participation in, or activities conducted in connection with, the Program violate any Applicable Laws; (e) your failure to satisfy any debt, obligation, or liability, including your failure to pay any taxes for which you are responsible or your failure to comply with your obligations to any Affiliate Representative, including payment of wages, provision of benefits, and payment of employment taxes; or (f) your breach of this Agreement, including any of your representations, warranties, or obligations hereunder (each, an “Indemnified Claim”). Unless Lusha directs otherwise in writing or elects to control the defense of any Indemnified Claim, you will assume the defense of the Indemnified Claim through counsel designated by you and reasonably acceptable to Lusha, and Lusha may, at its expense, participate in the defense of the Indemnified Claim with its own counsel. You will not settle or compromise any Indemnified Claim, nor consent to the entry of any judgment, without the prior written consent of Lusha. Lusha will reasonably cooperate with you in the defense of an Indemnified Claim, provided that you reimburse Lusha for its costs and expenses as they are incurred to provide such cooperation.

14. Disclaimers and Liability

14.1. Disclaimer. EXCEPT AS EXPRESSLY AND SPECIFICALLY PROVIDED IN THIS AGREEMENT, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS AND OTHER TERMS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, ARE TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN PARTICULAR, LUSHA MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE OPERATION OF LUSHA’S SYSTEMS, AFFILIATE TRACKING SOFTWARE OR WEBSITE, OR OTHER PRODUCTS OR SERVICES PROVIDED IN CONNECTION THEREWITH, BEING UNINTERRUPTED, ERROR-FREE, OR FIT FOR PURPOSE, AND LUSHA WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS IN THE LUSHA’S SYSTEMS, THE AFFILIATE TRACKING SOFTWARE OR WEBSITE. 

THE PROGRAM, YOUR AFFILIATE LINK, THE SITE, THE DASHBOARD, AND THE LICENSED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF THE SITE, DASHBOARD, OR PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, OR LOSS OF DATA. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, LUSHA SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE AMOUNT OF COMPENSATION AND ANY ECONOMIC OR OTHER BENEFIT THAT YOU MAY EARN OR RECEIVE UNDER OR IN CONNECTION WITH THIS AGREEMENT AND/OR THE PROGRAM.

14.2. Limitation of Liability. IN NO EVENT SHALL LUSHA BE LIABLE FOR: (a) CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR THE PROGRAM; OR (b) ANY AMOUNT, IN THE AGGREGATE, GREATER THAN THE AFFILIATE OR AGENCY FEES PAID AND/OR PAYABLE TO YOU HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS WILL APPLY REGARDLESS OF: (i) WHETHER THE DAMAGES WERE FORESEEABLE; (ii) WHETHER ANY LUSHA INDEMNITEE WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (iii) THE LEGAL OR EQUITABLE THEORY (WHETHER CONTRACT, TORT, OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

14.3. Nothing in this Agreement excludes the liability of either party for any other liability which cannot be excluded under applicable law, including fraud, or death or personal injury caused by either party’s gross negligence.

15. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

15.1. Governing Law.If your country of incorporation is the United States, these Terms, including the arbitration agreement referred to in this Section 15, will be interpreted in accordance with the laws of the State of New York, without regard to the principles of conflict of laws. Subject to Section 15.2, any disputes arising out of or in connection with this Agreement shall be brought exclusively before the competent courts of the State of New York in Manhattan, New York City. The parties hereby submit to the personal jurisdiction of such courts and waive any argument that such courts are inconvenient.

If your country of incorporation is not the United States, these Terms, including the arbitration agreement referred to in this Section 15, will be interpreted in accordance with the laws of England and Wales without regard to the principles of conflict or choice of laws. Subject to Section 15.2, any disputes arising out of or in connection with this Agreement shall be brought exclusively before the competent courts of England and Wales in London. The parties hereby submit to the personal jurisdiction of such courts.

15.2. Arbitration. Both parties agree to resolve any dispute (other than Litigation Claims (as defined below)) through final and binding arbitration as detailed herein. Before filing a claim, both parties agree to try to resolve the dispute informally and undertake reasonable efforts to contact each other to resolve any claim before taking any formal action. If a dispute is not resolved within 15 days after the first notification of the dispute is sent, either party may initiate an arbitration proceeding as described below. The parties hereby agree to pursue an arbitration proceeding to resolve the dispute quickly and efficiently and to reduce the costs imposed on the parties.

If your jurisdiction of incorporation is in the United States, the parties agree that any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes, administered by the American Arbitration Association (“AAA”), as such rules are in effect at the time arbitration is sought. Those rules are available at www.adr.org. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator under those rules. Both parties further agree that the arbitration will be held in New York, New York, or, at Customer election, will be conducted telephonically or via other remote electronic means. The AAA rules will govern the payment of all arbitration fees. 

If your jurisdiction of incorporation is anywhere other than the United States, the parties agree that any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be one. The seat or legal place of arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English. The governing law of the contract shall be the substantive law of England and Wales.

The following claims (“Litigation Claims”) shall not be subject to the arbitration agreement as set out below and shall be litigated in the courts of competent jurisdiction set forth in these Terms: (a) claims by a disclosure of confidential information for the unauthorized disclosure, or the misuse, by the party receiving disclosing party’s Confidential Information; (b) claims by Lusha to collect Fees; and (c) claims for mandatory or prohibitory injunctive relief, except for temporary relief in aid of arbitration or to secure the payment of an arbitration award under these Terms. The Litigation Claims are not subject to arbitration and are expressly excluded by the parties from arbitration unless otherwise agreed in writing.

No party shall commence or seek to prosecute or defend any dispute, controversy, or claim based on any legal theory arising out of or relating to these Terms, or the breach thereof, other than on an individual, non-class, non-collective action basis. No party shall seek to prosecute or defend any dispute, controversy, or claim arising out of or relating to these Terms, or the breach thereof, in a representative or private attorney general capacity. The arbitrator shall not have the power to consolidate any arbitration under this Agreement with any other arbitration, absent agreement of all parties involved, or otherwise to deal with any matter on a non-individual, class, collective, representative, or private attorney general basis.

15.3. Class Action/Jury Trial Waiver. Class Action/Jury Trial Waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING. THIS CLASS ACTION/JURY TRIAL WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE AFFILIATE’S CLAIMS. YOU AND LUSHA AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER AFFILIATES. YOU AND LUSHA FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND LUSHA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

16. Miscellaneous Provisions

16.1. Affiliate is an independent contractor of Lusha, and this Agreement will not be construed to create any association, partnership, joint venture, employer-employee, or agency relationship between Affiliate and Lusha for any purpose. Affiliate has no authority (and will not hold itself out as having authority) to bind Lusha, and Affiliate will not make any agreements or representations, nor accept any offers, on Lusha’s behalf without Lusha’s prior written consent. Without limiting the generality of the foregoing, neither Affiliate nor any Affiliate Representative will be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Lusha to its employees, and Lusha will not be responsible for withholding or paying any income, payroll, social security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Affiliate’s behalf. Affiliate will be responsible for, and will indemnify Lusha for, from, and against, all such taxes or contributions, including penalties and interest. Affiliate will be fully responsible for the Affiliate Representatives (if any) and will indemnify Lusha against any claims made by or on behalf of any Affiliate Representatives.

16.2. The parties are not partners with each other nor parties to any joint venture and the terms of this Agreement shall not be construed so as to make them partners or impose any liability as such on either of them. 

16.3. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements, written or oral with respect thereto. 

16.4. All Customers are Lusha customers. All of our standard policies and operating procedures will apply to all Customers. We may change our policies and operating procedures at any time. The prices of our products and services, including, without limitation, of Subscriptions, and the availability thereof, may vary from time to time.

16.5. This Agreement will not be construed to be a commitment by Lusha to collaborate exclusively with you with respect to any business activities. You acknowledge that we may, at any time, admit others into the Program. You have independently evaluated the desirability of participating in the Program, and you are not relying on any representation, guarantee, or statement other than the terms set forth in this Agreement. This Agreement will in no way limit our right to sell any products and services, including, without limitation, Subscriptions, directly or indirectly, to any current or prospective customers.

16.6. Lusha shall be entitled to assign, license or deal in any other manner with any or all of its rights and obligations under these Terms. You shall not be entitled to assign, license or deal in any other manner with any or all of your respective rights and obligations under these Terms.

16.7. No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of its terms. 

16.8. Any failure to exercise or delay in exercising any rights or remedies under this Agreement shall not operate as a waiver of the rights or remedies or prevent any further exercise of them. 

16.9. The invalidity, illegality or unenforceability of a provision of this Agreement does not affect or impair the continuation in force of the remainder of such provision or these Terms.

16.10. Lusha may use the name and identity of the Affiliate in advertising, publicity, or similar materials to designate the Affiliate as a participant in the Program and as a customer of Lusha.

16.11. Please contact partnerships@lusha.com with any questions regarding this Agreement.