13.1 Modification of Terms

Babelix reserves the right to modify the terms, conditions, commissions, and policies applicable to this Affiliate Program at any time, in good faith, and at its sole discretion. The Company will notify the Affiliate of modifications by publishing them on the Babelix website or via electronic communication. Unless otherwise specified, changes will take effect immediately upon publication. If any modification is unacceptable to the Affiliate, they may terminate the Agreement in accordance with the Termination section. Continued participation in the Program after changes take effect shall constitute the Affiliate’s acceptance thereof.

13.2 Assignment

The Affiliate may not assign, subcontract, or otherwise transfer this Agreement, nor any of the rights or obligations arising hereunder, to any person or entity, without the prior, express written consent of Babelix, which may be granted, denied, or conditioned at Babelix’s sole discretion. Any attempted assignment by the Affiliate without such consent shall be null and void.

In the event Babelix grants consent for an assignment by the Affiliate:

1. The original Affiliate (assignor) shall remain jointly and severally liable with the new affiliate (assignee) for the fulfillment of all obligations contained in this Agreement that arose before or after the assignment, unless Babelix expressly agrees in writing to release the original Affiliate from liability.
2. The original Affiliate (assignor) must ensure and procure that the assignee formally agrees in writing to be bound by all terms and conditions of this Agreement before the assignment becomes effective.

Babelix may freely assign or transfer this Agreement, and all rights and obligations contained herein, in whole or in part, to any affiliate, subsidiary, acquiring entity of its businesses, or in the context of a merger, acquisition, corporate reorganization, or sale of substantial assets, by notifying the Affiliate when required by law. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

13.3 Warranty of Authority

Each party represents and warrants to the other that it has full power and legal authority to enter into this Agreement and fulfill the obligations contained herein, and that the person accepting this Agreement on its behalf (whether by electronic signature, click-wrap, or otherwise) is duly authorized to do so and to bind said party.

13.4 Counterparts

This Agreement may be executed in one or more counterparts, including via electronic acceptance or electronically transmitted signatures (e.g., PDF), each of which shall be deemed an original, but all of which together shall constitute the same legally binding instrument.

13.5 Severability

Suppose any provision of these Terms is deemed invalid, illegal, or unenforceable by a competent judicial or administrative authority. In that case, it shall be interpreted as closely as possible to the original intent to render it valid or shall be deemed severed from the Agreement if that is not possible.

The declaration of invalidity or unenforceability of a particular clause shall not affect the validity of the remaining provisions, which shall remain in full force and effect and enforceable.

13.6 Waiver

The failure or delay of either party to enforce strict performance of any provision of this Agreement shall not be construed as a waiver of its right to subsequently enforce such provision or as a waiver of the provision itself. Any specific waiver of a right or remedy in one instance must be granted in writing to be effective and shall not be interpreted as a general or recurring waiver.

13.7 Notices

Unless expressly specified otherwise in this Agreement, all notices, consents, requests, or other communications required or permitted hereunder (“Notices”) must be made in writing.

1. Notices from Babelix to Affiliate: Babelix may send Notices to the Affiliate primarily via the email address the Affiliate has registered and kept updated in their Program account, or secondarily, via prominent postings on the Affiliate Dashboard or the Program website. The Affiliate is solely responsible for maintaining an operative and updated contact email address and for regularly checking such communications. Email notifications shall be deemed validly delivered and received by the Affiliate twenty-four (24) hours after being sent from Babelix’s systems unless Babelix receives an automated notification of permanent delivery failure. Notices posted on the Dashboard or Program website shall be deemed received at the time of publication.
2. Notices from Affiliate to Babelix: Unless a specific method is indicated in another clause of this Agreement (e.g., for commission disputes), formal Notices from the Affiliate to Babelix must be addressed through the official channels designated for affiliate support or contact, which currently are: the email address afiliates@test13.babelix.com or the contact form at https://test13.babelix.com/contact/. Babelix may update these contact channels by notifying the Affiliate. Notices sent by the Affiliate via these channels shall be deemed received by Babelix one (1) business day after sending unless Babelix provides earlier receipt confirmation.
3. Postal Notices: In cases where additional formal notification is required or chosen, it may be made via certified mail with return receipt requested, addressed to the most recent postal address registered by each party (for Babelix: Marvixia OÜ, Ahtri 12, 10151 Tallinn, Estonia; for the Affiliate: the address provided in their account). Postal Notices shall be deemed received on the date shown on the return receipt or, failing that, five (5) business days after the certified mailing date.

13.8 Jurisdiction and Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of Tallinn, Estonia, without reference to its principles of conflicts of laws. Said jurisdiction is chosen as it is the Company’s legal domicile, with the intention of applying a consistent legal framework to all affiliates globally. Any dispute, claim, or controversy arising in connection with this Agreement, including its existence, validity, interpretation, performance, or breach, which cannot be resolved amicably, shall be submitted to the exclusive jurisdiction of the competent courts of said State/Country. Notwithstanding the foregoing, nothing shall prevent Babelix from seeking injunctive relief (or equivalent urgent remedies) in any competent jurisdiction to protect its intellectual property rights or confidential information.

13.9 Global Operation

The Affiliate acknowledges that Babelix operates globally. Suppose the Affiliate operates from a jurisdiction different from that of the Company. In that case, they submit to the choice of law and forum established above, waiving any other venue that might otherwise be available.

The official language of this Agreement is Spanish; notwithstanding this, Babelix may offer translations for convenience. In case of a discrepancy between the Spanish and translated versions, the Spanish version shall prevail, or the original English version if that was the basis of the contract.

13.10 Class Action Waiver

To the extent permitted by applicable law, the parties agree that any dispute resolution proceedings shall be conducted only individually. The Affiliate expressly waives its right to participate in class actions or joint actions against Babelix related to this Program.

Entire Agreement

This Affiliate Program Terms and Conditions Agreement constitutes the entire understanding and agreement between Babelix and the Affiliate with respect to the subject matter hereof and supersedes and voids any prior agreements, communications, or understandings (whether oral or written) relating to the Affiliate Program.

Each party acknowledges that in accepting this Agreement, they have not relied on any representation, warranty, promise, or statement not expressly set forth herein.

By registering for and participating in the Babelix Affiliate Program, the Affiliate acknowledges that they have read, understood, and agree to comply with these Terms and Conditions in their entirety.

If you have questions about these terms, please contact Babelix before accepting. Continued participation in the Program implies acceptance of all terms and conditions set forth herein.

Acceptance

By clicking “I Accept” or participating in the Program, you agree to be legally bound by these Babelix Affiliate Terms and Conditions. If you do not accept any provision, please refrain from using the Babelix Affiliate Program.

Electronic Signature

Electronic enrollment in the Program constitutes your electronic signature and acceptance of this Agreement, having the same validity and effect as a handwritten signature.