9.1 Termination by Will of the Parties

Either the Affiliate or Babelix may terminate the contractual relationship at any time and for any reason.

The Affiliate may cancel their participation by sending Babelix a written notification (email is valid) expressing their decision to withdraw.

Babelix, for its part, may terminate or suspend the affiliate account by sending notification to the Affiliate’s registered email address, preferably with at least thirty (30) days’ advance notice if the termination is without cause.

Once termination is notified (whether initiated by the Affiliate or by Babelix), the Affiliate must immediately cease promoting Babelix and stop using the links and Promotional Materials.

Any Babelix links or Promotional Materials published by the Affiliate must be removed from all their media within a reasonable timeframe, and in any case, no later than five (5) business days after the effective termination date.

In the event of termination initiated by the Affiliate in accordance with the notification procedure established in this Agreement, Babelix will make a final payment to the Affiliate on the next regularly scheduled payment date (1st or 16th of the month) occurring after the effective termination date.

The said final payment will include the total balance of commissions that have reached the “Unpaid” status and are accrued in the Affiliate’s account up to the termination date, provided that said balance meets or exceeds the Minimum Payout Threshold ($100) established in Clause 4.1. Commissions remaining in “Pending” or “Rejected” status on the termination date, as well as any final accrued balance of “Unpaid” commissions that does not meet the Minimum Payout Threshold, shall be considered forfeited and will not be payable.

9.2 Automatic Termination for Inactivity

As an operational best practice, if an Affiliate’s account remains inactive for a prolonged period, Babelix reserves the right to close it due to inactivity. Specifically, if, during a continuous period of twelve (12) months, the affiliate account does not record any valid conversions (new premium subscriptions) or show significant activity, Babelix may terminate the affiliate’s participation in the Program due to inactivity.

Before termination for inactivity, Babelix will attempt to notify the Affiliate via email to provide a warning and an opportunity to reactivate their activity. In the event of termination due to inactivity, if the Affiliate has an accrued balance exceeding the minimum payout threshold ($100) on the closing date, Babelix will pay the final balance in the next regular payment cycle.

If the accrued balance is below the $100 minimum, the said amount shall be considered forfeit. It will not be payable, serving as partial compensation for the administrative costs of maintaining inactive accounts. Following termination for inactivity, the Affiliate must create a new account if they wish to rejoin the Program in the future.

9.3 Termination for Breach or Fraud

If the Affiliate violates any provision of these Terms, Babelix shall have the right to immediately suspend or cancel the Affiliate’s account without prior notice.

Immediate termination shall apply, among other scenarios, in case of:

• Proven fraud by the Affiliate;
• Blatant SPAM in connection with the Program;
• Use of prohibited traffic methods according to Section 6 or Annex A of this Agreement;
• Improper use of Babelix Marks or violation of Section 7 of this Agreement;
• Attempting to manipulate the commission or tracking system;
• A judicial or administrative declaration of insolvency, bankruptcy, liquidation, receivership, judicial administration, or similar proceeding substantially affecting the Affiliate’s ability to fulfill their obligations under this Agreement;
• Any other material breach of this Agreement or behavior that Babelix deems, in its reasonable judgment, malicious or seriously harmful to its interests, reputation, or users.

In such cases of termination for cause, the Affiliate shall forfeit all rights to unpaid accrued commissions as of the termination date, which shall be considered voided as partial compensation for the damages caused to Babelix due to the breach. This forfeiture of fraudulent or undue commissions shall not prevent Babelix from pursuing additional legal actions if appropriate.

Babelix adheres to the standard practice that commissions generated in breach of the rules will not be payable.

9.4 Effects of Termination

Upon termination of the affiliate account (whether voluntary or forced), the Affiliate must immediately cease using Babelix materials (see Intellectual Property section) and remove the referral links from all their channels. The Affiliate will not receive commissions for premium subscriptions that occur after the termination date, even if they originate from previously distributed links (Babelix may deactivate all affiliate links at the time of effective termination).

Suppose Babelix terminates the entire Affiliate Program for all participants. In that case, the Company will provide public notification and pay any outstanding earnings exceeding a reasonable minimum amount (e.g., $30) to all affiliates active at the time of the general termination.

Terminating this Agreement shall not release the Affiliate from obligations that by their nature should survive termination (such as confidentiality clauses, disclaimers of warranty, limitations of liability, and any provision expressly stating it shall survive termination).