CookieYes Partner Program Terms and Conditions

Last updated: 28 April, 2026

This Agreement ("Agreement") is entered into between you ("Affiliate", "Partner", "Agency Partner", or "you") and CookieYes Limited. ("CookieYes", "Company", "we", "us", or "our"). This Agreement governs your participation in the CookieYes Partner Program ("Program").

By enrolling in the Program, submitting an application, or otherwise participating in any Program activity, you acknowledge that you have read, understood, and agree to be bound by this Agreement in its entirety, including all schedules and addenda attached hereto. If you do not agree to these terms, you must not participate in the Program.

This Agreement, together with Schedule 1 (Data Protection), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, representations, and understandings.

1. Definitions

In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below:

• "Affiliate Link" means a unique tracking URL assigned to you by CookieYes through the Program platform for the purpose of tracking referrals and attributing sales.
• "Affiliate Tracking Cookie" means a browser cookie set through your Affiliate Link that identifies a referred user and attributes subsequent purchases to your account.
• "Brand Keywords" means any keywords, terms, or phrases that include or are substantially similar to CookieYes trademarks, trade names, product names, domain names, or any misspellings, variations, or derivatives thereof, as further defined in Section 7.
• “Commission” or “Referral Fee” means the monetary compensation payable to you for Qualifying Referrals in accordance with Section 5.
• "Confidential Information" means any non-public information disclosed by either party to the other, including but not limited to commission rates, programme strategies, proprietary technology, customer data, business plans, and financial information.
• "Net Revenue" means the gross revenue received by CookieYes from a Qualifying Referral, less any applicable taxes, refunds, chargebacks, credits, and discounts.
• "Program Platform" means the affiliate management platform (currently Tapfiliate or such other platform as CookieYes may designate) through which the Program is administered.
• "Qualifying Referral" means a new customer who: (a) arrives at the CookieYes website via your Affiliate Link; (b) creates a new CookieYes account; (c) purchases a paid subscription; and (d) maintains that subscription past the Commission Vesting Period, all in accordance with Section 5.

2. Programme Enrolment and Eligibility

2.1 Application and Approval

Participation in the Program is subject to CookieYes's approval at its sole discretion. CookieYes reserves the right to reject any application without providing reasons. CookieYes may consider factors including, without limitation, the quality and relevance of your website or platform, your audience, your marketing methods, and your compliance history.

2.2 Eligibility Requirements

To be eligible for the Program, you must:

• Be at least eighteen (18) years of age or the age of legal majority in your jurisdiction, whichever is greater.
• Provide accurate, complete, and current information during the application process, including your legal name, business entity details (if applicable), contact information, website URLs, marketing channels, and tax identification information.
• Maintain an active, publicly accessible website, blog, social media presence, or other digital platform that does not contain any content that is misleading, defamatory, obscene, violent, illegal, discriminatory, or otherwise objectionable as determined by CookieYes in its sole discretion and its determination shall be final and binding in the absence of manifest error.
• Comply with all applicable laws and regulations, including but not limited to consumer protection laws, advertising standards, data protection legislation, and tax obligations in your jurisdiction.

2.3 Account Security

You are solely responsible for maintaining the security and confidentiality of your Program account credentials. You must notify CookieYes immediately at [email protected] upon becoming aware of any unauthorised use of your account. CookieYes shall not be liable for any loss or damage arising from your failure to secure your account.

3. Intellectual Property and Rights Infringement

3.1 General Prohibitions

You shall not use CookieYes's services, trademarks, or intellectual property to infringe or violate any third party's rights, reputation, or intellectual property, or to engage in any activity that violates applicable law or causes harm to CookieYes, its users, or its business interests.

3.2 Trademark Restrictions

You shall not engage in any of the following activities without the prior written authorisation of CookieYes, including, without limitation:

• Register, apply to register, or use any trademark, service mark, trade name, domain name, social media handle, or business name that is identical or confusingly similar to any CookieYes trademark or brand element.
• Use CookieYes's name, logo, or brand elements in any manner that suggests endorsement, sponsorship, or official affiliation beyond your status as a Program Affiliate/Partner.
• Modify, alter, or create derivative works from any CookieYes brand assets, logos, or marketing materials without express prior written approval.

4. Brand Features License

4.1 Definition of Brand Features

For the purposes of this Agreement, "Brand Features" means any trade names, trademarks, service marks, logos, brand names, trade dress, domain names, social media handles, product names, taglines, visual identities, colour schemes, and any other distinctive brand elements belonging to either party, whether registered or unregistered.

4.2 License to Affiliate

Subject to the terms of this Agreement, CookieYes grants you a limited, non-exclusive, non-transferable, royalty-free, revocable licence to use CookieYes's Brand Features (including logos, trademarks, and approved marketing materials) solely for the purpose of promoting CookieYes products and services in connection with the Program.

4.3 License to CookieYes

You grant CookieYes a non-exclusive, non-transferable, royalty-free, revocable licence to use your Brand Features on CookieYes's website and marketing materials in connection with the Program, including but not limited to the Partner Directory.

4.4 Restrictions on Use

The Affiliate shall not engage in any of the following activities, including, without limitation:

1. Using any CookieYes Brand Features in a misleading, deceptive, or disparaging manner.
2. Using any CookieYes Brand Features outside the scope of the Program or this Agreement.
3. Using any CookieYes Brand Features in a way that implies CookieYes endorses, sponsors, or approves of your products, services, or business beyond the Program relationship.
4. Using any CookieYes Brand Features in violation of applicable law or in connection with obscene, indecent, defamatory, or unlawful content.
5. Using any CookieYes Brand Features after termination or expiry of this Agreement, unless otherwise agreed in writing.
6. Modifying, distorting, or altering any CookieYes Brand Features in any way, including changes to colour, proportion, or design elements, without prior written approval.
7. Combining any CookieYes Brand Features with any other mark, symbol, or design without prior written approval.

5. Commissions and Payout

5.1 Commission Rate

CookieYes shall pay you a commission of thirty percent (30%) of the Net Revenue from each Qualifying Referral's first paid subscription, recurring for a period of three (3) years from the date the referred user creates their CookieYes account. The commission rate may be modified by CookieYes upon thirty (30) days' prior written notice.

5.2 Commission Vesting Period

Commissions shall not accrue until the Qualifying Referral has maintained an active paid subscription for a minimum of thirty (30) days from the date of initial purchase (the "Vesting Period"). If the referred customer cancels, receives a refund, or initiates a chargeback within the Vesting Period, no commission shall be payable for that referral.

5.3 Single Commission Rule

Only one commission shall be payable per referred customer account. If a single customer purchases multiple subscriptions, upgrades, or additional products using your Affiliate Link, you shall only receive a commission on the first qualifying subscription purchased.

5.4 Payout Threshold and Schedule

Your commission balance is calculated monthly. The minimum payout threshold is $100/£100/€100. CookieYes will process payment when your accrued balance reaches or exceeds the threshold. If your balance does not meet the threshold in a given month, the amount will carry forward to the following month.

5.5 Bank Transfer Payout

• Eligibility: The minimum amount for bank transfer payouts is $100/£100/€100(exclusive of taxes). Payouts can only be requested once the threshold is reached.
• Payment Details: You must maintain a valid bank account in your legal name (or registered business name) in a country where CookieYes offers bank transfer as a payout method. You are solely responsible for the accuracy of your bank details.
• Schedule: Payouts are processed on the 15th of each month for eligible earnings from the previous month. Funds may take 5–10 business days to appear in your bank account.
• Fees: You are solely responsible for any bank transfer fees, currency conversion charges, or intermediary bank fees incurred.
• Failed Payments: If a payment cannot be successfully completed due to technical errors, system failures, banking issues, or other operational issues affecting the payment process, CookieYes will use commercially reasonable efforts to investigate and resolve the issue. Where the payment cannot be completed or reprocessed successfully, the corresponding amount may be credited back to your Program account balance or otherwise made available for future payment. CookieYes shall not be liable for payment failures, delays, or transfers to unintended recipients resulting from circumstances beyond its reasonable control or from information or instructions provided in connection with the payment process.

5.6 Commission Clawback and Offset

CookieYes reserves the right to:

• Withhold, deduct, or offset any commission amounts corresponding to refunded, cancelled, or chargebacked subscriptions against your current or future commission balance.
• Clawback any commissions paid in respect of referrals later determined to be fraudulent, in violation of this Agreement, or otherwise not qualifying as a Qualifying Referral, with no time limitation on fraud-related clawbacks.
• Invoice you directly for any commission amounts paid in excess of what was properly owed, and you agree to remit such amounts within thirty (30) days of receipt of such invoice.

5.7 Tax Obligations

You are solely responsible for reporting and paying all taxes applicable to commissions received under this Agreement. CookieYes may require you to provide tax identification information and may withhold amounts as required by applicable tax laws. You agree to complete any tax documentation reasonably requested by CookieYes (including, without limitation, W-9, W-8BEN, or equivalent forms).

6. Content Guidelines and Legal Disclaimers

6.1 Use of Provided Materials

You are encouraged to use the content, media, and resources provided by CookieYes to promote CookieYes products and services. You are not permitted to modify, alter, or create derivative works from these materials without the prior written permission of CookieYes. Any use of these materials must include appropriate credits and attributions.

6.2 Content Accuracy

You are responsible for ensuring that any content you create or distribute in connection with the Program is accurate, truthful, up-to-date, and not misleading. You must take reasonable steps to verify the accuracy of all claims, product descriptions, pricing information, and feature descriptions before publication. You must promptly update or remove content that becomes inaccurate or outdated.

6.3 Mandatory Legal Disclaimer

Given that CookieYes provides a consent management and privacy compliance platform, all Affiliate content (including but not limited to blog posts, videos, social media posts, webinars, and email communications) that discusses, reviews, or references CookieYes products and services must include a clearly visible disclaimer substantially in the following form:

"Disclaimer: This content is for informational and educational purposes only and does not constitute legal advice. CookieYes is a technology platform that assists with privacy compliance. However, it is the sole responsibility of each user to ensure compliance with applicable laws and regulations. Consult a qualified legal professional for advice specific to your situation."

6.4 Affiliate Disclosure

In compliance with the U.S. Federal Trade Commission (FTC) Guidelines, the UK Advertising Standards Authority (ASA) requirements, and equivalent regulations in your jurisdiction, you must include a clear and conspicuous affiliate disclosure on any page, post, video, or communication that contains your Affiliate Link or promotes CookieYes products. The disclosure must appear before or adjacent to the Affiliate Link and must clearly state that you may receive commission for referrals.

6.5 Prohibited Content

You are prohibited from mentioning, promoting, or associating CookieYes on or through any website, platform, or medium that contains misleading, fraudulent, defamatory, obscene, violent, illegal, harassing, hateful, discriminatory, or pornographic content. CookieYes has sole discretion to determine whether such content exists and to take appropriate remedial action.

7. Paid Advertising Restrictions

7.1 General Prohibition on Brand Keyword Bidding

An Affiliate shall not, directly or indirectly, purchase, bid on, target, trigger, use, or otherwise exploit any Brand Keywords in connection with any paid advertising activity unless expressly authorised in writing as a Paid Ads Affiliate under a validly executed Addendum A (Paid Advertising Programme).

This prohibition applies regardless of match type or bidding methodology, including broad match, phrase match, exact match, dynamic keyword insertion, automated or algorithmic bidding, AI-driven optimisation, or similar tools. Use of automated systems does not excuse compliance. The Affiliate must implement and maintain appropriate negative keywords and safeguards to prevent any advertisement from being triggered by CookieYes Brand Keywords.

The restriction applies across all paid channels and platforms, including search, display, programmatic, sponsored content, paid social media, and any successor advertising formats.

"CookieYes Brand Keywords" means any trademark, trade name, brand term, product name, slogan, domain name, or other identifier owned, licensed, or used by CookieYes, including misspellings, variations, combinations, and any term likely to cause confusion as to source, affiliation, or endorsement, as determined by CookieYes acting reasonably.

The Affiliate remains fully liable for all acts and omissions of its employees, agents, contractors, sub-affiliates, media buyers, and third-party networks. No delegation relieves the Affiliate of responsibility under this clause.

Upon request, the Affiliate shall promptly provide campaign data, keyword lists, search term reports, and other reasonably required information to verify compliance.

Any breach constitutes a material breach of this Agreement. CookieYes may, without limitation:

(a) immediately suspend or terminate the Affiliate's participation;

(b) withhold, reverse, offset, or forfeit commissions generated during the period of non-compliance, which shall be presumed attributable to the breach unless the Affiliate proves otherwise;

(c) require repayment of commissions already paid that are attributable to the prohibited activity; and

(d) seek injunctive or other equitable relief.

These rights survive termination.

7.2 Prohibited Brand Keywords

The following keywords are expressly prohibited (this list is non-exhaustive, and CookieYes may update it at any time):

• cookieyes
• cookie yes
• cookie eyes
• cookiesyes
• yescookie
• yes cookies
• cookieyes pricing
• cookieyes pricing plans
• cookieyes cost
• cookieyes review
• cookieyes alternative
• cookieyes coupon / discount / promo / deal
• Any misspellings, transliterations, abbreviations, or variations of the above.
• Any combination of the above terms with additional words such as "coupon", "discount", "promo code", "sale", "deal", "review", "alternative", or "vs".

7.3 Mandatory Negative Keywords

All Affiliates running any form of paid advertising (including non-brand campaigns) must add all CookieYes Brand Keywords (including misspellings and variations) as negative keywords across all campaigns to prevent broad match or phrase match triggers on CookieYes brand terms.

7.4 Pre-Approval for Non-Brand Paid Advertising

You must obtain prior written approval from CookieYes before running any paid advertising campaigns, including but not limited to PPC, display, retargeting, and paid social media promotions. Approval requests must be submitted to [email protected] and must include:

• Proposed ad copy and creative materials.
• Target keywords.
• Targeting parameters (demographics, geography, behaviour, and intent).
• Intended advertising platforms.
• Proposed budget and campaign duration.
• Landing page URLs.

All approvals are communicated exclusively via email. Approval of one campaign does not imply approval of subsequent campaigns. Each new campaign requires separate approval. All approved campaigns are valid only for the duration specified in the approval email.

7.5 Additional Paid Advertising Rules

• All paid advertisements must direct traffic to your own website or landing page—never directly to cookieyes.com or any CookieYes-owned URL.
• You must not create ads that could reasonably be mistaken for official CookieYes advertisements.
• You must not use display URLs that include "cookieyes" or any variation thereof.
• You must comply with all applicable advertising platform policies, terms of service, and applicable advertising laws and regulations.
• CookieYes retains the right to engage multiple affiliates for similar or identical campaigns. Approval does not grant exclusivity.

7.6 Consequences of Unauthorised Paid Advertising

Any violation of this Section 7 by a non-authorised Affiliate shall constitute a material breach of this Agreement. CookieYes may, without limitation:

• Immediate suspension or termination of your Program account without prior notice.
• Commission forfeiture: Withhold, reverse, offset, or forfeit all commissions generated during the period of non-compliance, which shall be presumed attributable to the breach unless the Affiliate proves otherwise.
• Repayment: Require repayment of all commissions already paid that are attributable to the prohibited activity.
• Legal remedies: Seek injunctive or other equitable relief, and pursue claims for actual damages including increased cost-per-click costs.

These rights survive termination of this Agreement.

CookieYes employs automated monitoring tools to continuously detect unauthorised brand bidding and paid advertising activity. You acknowledge and agree that CookieYes may use such tools without prior notice.

8. Coupons, Deals, and Promotional Offers

You shall not:

• Use misleading text, links, buttons, pop-ups, or banners that indicate or imply that a coupon, discount, or deal exists for CookieYes products when no such offer is available.
• Bid on keywords containing CookieYes brand terms combined with "coupon", "discount", "deal", "promo", "sale", or similar terms.
• Create, distribute, or publicise unauthorised or fictitious coupon codes, discount codes, or promotional offers.
• Use any mechanism (including pop-ups, frames, banners, browser extensions, or redirects) that sets affiliate cookies without the user's explicit, informed consent obtained through a clearly labelled link or button.
• Engage in "coupon hijacking"—intercepting a user's purchase flow to inject an affiliate cookie through a coupon overlay, browser extension, or similar tool.

Users must be able to see complete coupon or deal information before any affiliate cookie is set.

9. Fraud Prevention and Prohibited Activities

9.1 Prohibited Activities

The following activities are strictly prohibited and constitute grounds for immediate termination, forfeiture of all unpaid commissions, and potential legal action:

• Cookie Stuffing: Using hidden iframes, 1×1 pixel images, invisible scripts, auto-loading URLs, browser extensions, pop-ups, pop-unders, or any other mechanism to set affiliate tracking cookies without genuine user knowledge and intent.
• Click Fraud: Generating artificial, automated, or fraudulent clicks on your Affiliate Link, including through bots, click farms, software, scripts, or any other automated means.
• Ad Hijacking: Placing paid search advertisements that direct-link to CookieYes's website using your Affiliate Link, or using display URLs that mimic CookieYes's own URLs.
• Misleading Advertisements and False Claims: Creating, publishing, or distributing content that contains false, exaggerated, unsubstantiated, or misleading claims about CookieYes products, services, features, pricing, or competitive positioning. This includes fabricating endorsements or testimonials, misrepresenting compliance guarantees, or making unverified claims about regulatory certifications. All promotional content must be truthful, accurate, and substantiated at the time of publication.
• Search Result Position Manipulation: Employing any tactic, technique, or bidding strategy, whether through paid advertising, programmatic SEO, or other means, designed to position your content or advertisements above CookieYes's own organic or paid search listings for any CookieYes-related search query. If notified by CookieYes, you must take corrective action within twenty-four (24) hours. Failure to do so shall be treated as a wilful violation of this Agreement.
• AI-Generated Deepfake and Synthetic Media Content: Creating or distributing deepfake videos, synthetic audio, AI-generated likenesses, or other manipulated media that falsely depicts CookieYes personnel endorsing or discussing CookieYes products. This includes fabricated interviews, testimonials, or product demonstrations designed to mislead viewers into believing the content represents genuine CookieYes communications.
• Prohibited Content Categories: Associating or distributing CookieYes affiliate content on or alongside political content (including campaigning or advocacy), controversial commentary designed to provoke outrage, misinformation, adult or sexually explicit material, adult-adjacent content (including dating services, gambling, or content rated 18+ in any jurisdiction), violent or extremist content, or content promoting illegal activities. CookieYes has sole discretion to determine whether content falls within these categories.
• AI-Generated Content Abuse: The following AI-assisted practices are strictly prohibited:
  • AI Content Networks: Operating networks of AI-generated websites or content farms that mass-produce automated content to drive affiliate referrals without meaningful human editorial oversight, fact-checking, and original analysis.
  • Automated Comparison Sites: Mass-producing AI-generated comparison, "best of," or "vs." pages without genuine product evaluation or hands-on testing. Affiliates must demonstrate that review content reflects first-hand product experience.
  • Programmatic SEO Targeting Brand Terms: Using AI tools to generate large volumes of templated or programmatic pages that systematically target CookieYes brand terms, long-tail variations, or competitor-comparison keywords at scale.
  • AI-Powered Spam and Outreach: Using AI to generate and distribute mass automated outreach, social media posts, forum comments, or Q&A answers containing affiliate links, regardless of whether the content appears human-written.
  For the avoidance of doubt, CookieYes does not prohibit the reasonable use of AI as a writing aid, provided all AI-assisted content is materially reviewed, fact-checked, and approved by a human before publication.
• Self-Referrals: Using your own Affiliate Link to purchase CookieYes products or services for personal use, or for the use of your employer, employees, family members, household members, business associates, or any entity in which you have a material interest.
• Incentivised Traffic: Offering cash, points, rewards, gift cards, or other incentives to users in exchange for clicking on your Affiliate Link or purchasing through it, unless explicitly authorised by CookieYes in writing.
• Commission Manipulation: Creating multiple accounts, using VPNs or proxies to obscure referral origins, splitting referrals across accounts, or any other scheme designed to inflate, manipulate, or duplicate commissions.
• Spamming: Distributing unsolicited bulk emails, group posts, forum spam, social media spam, SMS messages, or any other unsolicited commercial communications containing your Affiliate Link.
• Trademark Infringement: Registering or using domain names, social media handles, app names, or email addresses that are confusingly similar to CookieYes trademarks.
• Sub-Affiliate Fraud: If you operate a sub-affiliate network, you are responsible for ensuring all sub-affiliates comply with this Agreement. Violations by sub-affiliates will be treated as your violations.
• Catch-All: You shall not engage in any activity that CookieYes reasonably determines to be fraudulent, deceptive, manipulative, or otherwise harmful to the Programme, CookieYes, or its users, including any technique or mechanism that artificially generates, simulates, or fabricates referrals, clicks, or conversions without genuine user intent.

9.2 Monitoring and Investigation

CookieYes reserves the right to:

• Employ automated monitoring tools, fraud detection systems, and third-party audit services to monitor affiliate activity on a continuous basis.
• Conduct investigations into suspected fraud or policy violations without prior notice.
• Suspend your account and withhold all pending commissions during any investigation, for a period not to exceed ninety (90) days (extendable if the investigation requires additional time).
• Request and require that you provide access records, traffic analytics, campaign data, and other information reasonably necessary to complete an investigation.

9.3 Consequences of Fraud

Upon determination of fraudulent activity, CookieYes may, at its sole discretion and without limitation:

• Immediately terminate your Program account.
• Forfeit all unpaid commissions in your account.
• Clawback any and all commissions previously paid in connection with fraudulent activity, with no time limitation.
• Invoice you for any damages incurred, including but not limited to increased advertising costs, lost revenue, investigation costs, and legal fees.
• Report the activity to relevant law enforcement authorities and cooperate with any criminal investigation.
• Pursue all available civil legal remedies, including claims for damages and injunctive relief.

10. Responsibilities and Restrictions

10.1 General Conduct

You shall comply with all applicable laws and regulations in all jurisdictions in which you operate, and shall refrain from engaging in any activities that could constitute unfair or deceptive trade practices, fraudulent, illegal, overly aggressive, or questionable marketing methods.

10.2 Relationship Status

You are an independent contractor and not an employee, agent, joint venturer, or legal representative of CookieYes. You shall not represent or hold yourself out to any third party as anything other than an independent Affiliate/Partner of CookieYes. You have no authority to bind CookieYes to any contract, agreement, or obligation.

10.3 No Selling to Existing Customers

You are prohibited from directly or indirectly soliciting, targeting, or attempting to sell CookieYes products or services to existing CookieYes customers. If a referral is identified as an existing customer, no commission shall be payable and any commission paid shall be subject to clawback.

10.4 Website/Account Transfers

In the event that a client referred by you transfers their website to a different CookieYes account, or their account ownership changes, commissions for the transferred account shall cease from the date of transfer.

10.5 No Personal Use

You shall not enroll in the Program for the purpose of obtaining CookieYes products or services for your own personal or business use at a discounted or commission-offset rate. Personal use of CookieYes is not covered under the Program.

11. Confidentiality

11.1 Definition of Confidential Information

"Confidential Information" means any non-public information disclosed by either party to the other, whether in writing, orally, electronically, or by any other means, including but not limited to:

(a) Commission rates, payout structures, bonus thresholds, and incentive arrangements.

(b) Programme strategies, roadmaps, marketing plans, and business development initiatives.

(c) Proprietary technology, software, algorithms, APIs, and technical documentation.

(d) Customer data, user metrics, conversion data, and referral performance analytics.

(e) Financial information, pricing strategies, revenue data, and business forecasts.

(f) Trade secrets, know-how, and proprietary processes.

(g) The terms and conditions of any individually negotiated addendum (including Addendum A).

(h) Any information expressly marked or designated as "confidential" or "proprietary" at the time of disclosure.

11.2 Obligations

Each party ("Receiving Party") agrees to hold in strict confidence all Confidential Information received from the other party ("Disclosing Party") and to use such information solely for the purposes of performing obligations under this Agreement. Confidential Information shall not be disclosed to any third party without the prior written consent of the Disclosing Party.

11.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession before receipt from the Disclosing Party; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the Receiving Party gives prompt notice to the Disclosing Party.

11.4 Equitable Relief

Each party acknowledges that disclosure of Confidential Information may cause substantial and irreparable harm for which damages alone would not be a sufficient remedy. Accordingly, the Disclosing Party shall be entitled to seek appropriate equitable relief, including injunction and specific performance, in addition to any other remedies available at law.

11.5 Survival

The obligations under this Section 11 shall survive termination of this Agreement for a period of three (3) years.

12. Term, Termination, and Suspension

12.1 Term

This Agreement shall commence on the date your application is approved and shall continue until terminated by either party in accordance with this Section.

12.2 Termination by CookieYes

CookieYes may terminate or suspend your Program account at any time, with or without cause, by providing written notice to your registered email address. CookieYes may terminate immediately without prior notice in the event of:

• Fraudulent or deceptive activity as described in Section 9.
• Unauthorised paid advertising in violation of Section 7.
• Material breach of any term of this Agreement.
• Spamming or unsolicited bulk communications.
• Use of unauthorised or fictitious coupons or deals.
• Any activity that CookieYes reasonably determines to be harmful to CookieYes, its users, or the Program.

12.3 Termination by Affiliate

You may terminate your participation in the Program at any time by providing written notice to [email protected]. Termination shall be effective thirty (30) days after receipt of your notice.

12.4 Effect of Termination

Upon termination of this Agreement:

• All licences granted hereunder shall immediately terminate.
• You must immediately cease all use of CookieYes Brand Features and marketing materials, and remove all Affiliate Links from your platforms.
• If termination is initiated by CookieYes for cause (including fraud, material breach, or policy violation), all unpaid commissions shall be forfeited and CookieYes may exercise clawback rights.
• If termination is initiated by CookieYes without cause or by you, CookieYes shall pay any accrued and vested commissions for Qualifying Referrals made prior to the effective date of termination, subject to the payout threshold and schedule.
• The provisions of Sections 1, 3, 5.6, 5.7, 9, 11, 13, 14, 15, and 16 shall survive termination.

12.5 Suspension

CookieYes may suspend your account and withhold commissions pending investigation of suspected violations. Suspension does not constitute termination and does not relieve you of your obligations under this Agreement.

13. Limitation of Liability

13.1 Exclusion of Indirect Damages

To the maximum extent permitted by applicable law, CookieYes shall not be liable to you for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of commissions, loss of data, loss of anticipated savings, or loss of business opportunity, arising out of or in connection with this Agreement, the Programme, or any interruption or error in the Programme Platform, regardless of the theory of liability and even if CookieYes has been advised of the possibility of such damages.

13.2 Aggregate Liability Cap

CookieYes's total aggregate liability under this Agreement, whether in contract, tort, or otherwise, shall not exceed the total commission amounts actually paid to you in the twelve (12) month period immediately preceding the event giving rise to the claim.

13.3 Affiliate Liability Preserved

For the avoidance of doubt, nothing in this Section 13 limits or excludes your liability to CookieYes for fraud, wilful misconduct, breach of Section 9 (Fraud Prevention), breach of Section 11 (Confidentiality), or your indemnification obligations under Section 14.

14. Indemnification

You agree to indemnify, defend, and hold harmless CookieYes Limited, subsidiaries, affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

• Your breach of any term of this Agreement.
• Your negligence, wilful misconduct, or fraudulent activity.
• Any content you create, publish, or distribute in connection with the Program.
• Any violation of applicable laws or regulations by you.
• Any claim by a third party arising from your promotional activities.
• Any tax liability or obligation arising from commissions paid to you.

15. Governing Law, Jurisdiction, and Dispute Resolution

15.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.

15.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes arising out of or in connection with this Agreement.

15.3 Legal Fees

In the event of litigation or other legal proceedings to enforce any provision of this Agreement, the prevailing party shall be entitled to recover its reasonable legal fees, court costs, and related expenses from the non-prevailing party.

16. Data Protection

CookieYes acts as a Data Controller (as defined under the UK GDPR and EU GDPR), a Business (as defined under the CCPA/CPRA), and a Data Fiduciary (as defined under India's DPDP Act 2023) in respect of the personal data of Affiliates collected and processed in connection with the administration of the Program.

The full terms governing data protection, including the categories of personal data processed, purposes of processing, legal bases, data subject rights, international data transfers, and data retention policies, are set out in Schedule 1 (Data Protection) attached hereto and forming an integral part of this Agreement.

By enrolling in the Program, you acknowledge and consent to the processing of your personal data in accordance with Schedule 1 and CookieYes's Privacy Policy (available at cookieyes.com/privacy-policy).

17. Modification of Terms

CookieYes may modify, amend, or update this Agreement (including all schedules and addenda) at any time. Material changes will be communicated to you via email to your registered email address or through the Program Platform with at least thirty (30) days' prior notice. Your continued participation in the Program after the effective date of any modification constitutes your acceptance of the modified terms. If you do not agree to the modified terms, you must terminate your participation before the effective date of the change.

18. General Provisions

18.1 Entire Agreement

This Agreement, together with Schedule 1, Addendum A (where applicable), and any other schedules or addenda expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, and communications.

18.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

18.3 Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or any other term. CookieYes's failure to enforce any provision shall not constitute a waiver of its right to do so.

18.4 Assignment

You may not assign or transfer this Agreement or any rights or obligations hereunder without CookieYes's prior written consent. CookieYes may assign this Agreement without your consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.

18.5 Notices

All notices under this Agreement shall be in writing and sent to [email protected] (for notices to CookieYes) or to the email address registered in your Program account (for notices to you). Notices are deemed received upon confirmed delivery.

18.6 Force Majeure

Neither party shall be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, governmental action, internet or telecommunications failures, or natural disasters.

18.7 Non-Solicitation of Employees

During the term of this Agreement and for twelve (12) months following termination, you agree not to directly or indirectly solicit, recruit, or hire any employee or contractor of CookieYes Limited with whom you had material contact during the term of this Agreement.

18.8 Survival

The following provisions shall survive the expiration or termination of this Agreement for any reason and shall continue in full force and effect: Section 1 (Definitions), Section 3 (Intellectual Property and Rights Infringement), Section 5.6 (Commission Clawback and Offset), Section 5.7 (Tax Obligations), Section 9 (Fraud Prevention and Prohibited Activities), Section 11 (Confidentiality), Section 13 (Limitation of Liability), Section 14 (Indemnification), Section 15 (Governing Law, Jurisdiction, and Dispute Resolution), and Section 16 (Data Protection).

19. Contact Information

For all queries, notices, and communications related to this Agreement or the Program:

Email: [email protected]

Entity: CookieYes Limited.

Schedule 1: Data Protection

This Schedule forms an integral part of the CookieYes Partner Program Terms and Conditions.

S1.1 Scope and Applicability

This Schedule applies to the processing of personal data of Affiliates, Agency Partners, and their authorised representatives ("Data Subjects") by CookieYes in connection with the administration and operation of the Program.

S1.2 Data Controller Identification

For the purposes of this Schedule:

• Data Controller / Business / Data Fiduciary: CookieYes Limited (Company Number: 13074037), a private limited company registered in England and Wales. Registered Office: 3 Warren Yard, Warren Park, Wolverton Mill, Milton Keynes, United Kingdom, MK12 5NW.
• EU Representative: [To be designated if applicable under Article 27 EU GDPR]
• Privacy Contact: For all data protection queries relating to this Schedule, contact [email protected] (or as published on cookieyes.com/privacy-policy).

S1.3 Categories of Personal Data Collected

CookieYes collects and processes the following categories of personal data from Affiliates:

• Identity Data: Full legal name, business/entity name, date of birth (where required for legal compliance).
• Contact Data: Email address, phone number, postal address, country of residence.
• Financial Data: Bank account details, PayPal/payment platform identifiers, tax identification numbers (TIN/PAN/VAT/EIN).
• Transaction Data: Commission calculations, payout records, referral tracking data, invoices.
• Technical Data: IP address, browser type, device information, login timestamps, access logs.
• Marketing Data: Website URLs, social media profiles, traffic analytics (where provided).
• Communication Data: Correspondence records, support tickets, approval requests.

S1.4 Purposes of Processing

CookieYes processes Affiliate personal data for the following purposes:

• Programme administration: Processing applications, managing accounts, communicating programme updates.
• Commission tracking and payment: Calculating, verifying, and paying commissions; processing refunds and clawbacks.
• Fraud prevention and compliance: Detecting fraudulent activity, investigating policy violations, enforcing programme terms.
• Tax compliance: Withholding, reporting, and remitting taxes as required by applicable laws.
• Legal obligations: Complying with legal, regulatory, or judicial requirements.
• Programme improvement: Analysing programme performance, improving processes, and enhancing the Affiliate experience.

S1.5 Legal Bases for Processing

The legal bases for processing depend on the applicable data protection framework:

UK GDPR / EU GDPR

• Article 6(1)(b) – Contract Performance: Processing necessary for the performance of this Agreement, including programme administration, account management, commission calculation, and payout processing.
• Article 6(1)(c) – Legal Obligation: Processing required to comply with tax reporting, anti-money laundering, sanctions screening, and other legal or regulatory obligations.
• Article 6(1)(f) – Legitimate Interests: CookieYes relies on legitimate interests for the following processing activities, each subject to a documented Legitimate Interest Assessment (LIA):
  • Fraud prevention: Detecting, investigating, and preventing fraudulent referrals, click fraud, cookie stuffing, and other prohibited activities as described in Section 9.
  • Programme security: Monitoring account activity, detecting unauthorised access, and maintaining the integrity of the Program Platform and affiliate tracking systems.
  • Programme improvement: Analysing aggregate programme performance data, conversion metrics, and partner engagement to improve the programme experience and operations.
• Article 6(1)(a) – Consent: Marketing communications (where applicable), which you may withdraw at any time without affecting the lawfulness of prior processing.

CCPA / CPRA (California, USA)

CookieYes does not sell or share (as defined under the CCPA/CPRA) the personal information of Affiliates. Personal information is collected for the business purposes described in Section S1.4 above. California-resident Affiliates have the rights set out in Section S1.7 below.

S1.6 Data Retention

CookieYes retains Affiliate personal data for the following periods:

• Active Affiliates: Throughout the duration of your participation in the Program and for a period of three (3) years following termination.
• Financial and Tax Records: Seven (7) years from the date of the relevant transaction, or such longer period as required by applicable law.
• Fraud Investigation Records: Up to ten (10) years from the date of the relevant investigation, or such longer period as required for ongoing legal proceedings.
• Communication Records: Three (3) years from the date of the communication.

Upon expiry of the applicable retention period, personal data will be securely deleted or irreversibly anonymised.

S1.7 Data Subject Rights

Depending on your jurisdiction, you may have the following rights in relation to your personal data:

• Right of Access: Request a copy of the personal data CookieYes holds about you (GDPR Art. 15; CCPA 1798.100; DPDP Act 11).
• Right to Rectification: Request correction of inaccurate or incomplete personal data (GDPR Art. 16; DPDP Act 12).
• Right to Erasure: Request deletion of your personal data, subject to legal retention requirements (GDPR Art. 17; CCPA 1798.105; DPDP Act 12).
• Right to Data Portability: Request a machine-readable copy of your personal data (GDPR Art. 20).
• Right to Object/Opt-Out: Object to processing based on legitimate interests (GDPR Art. 21) or opt out of sale/sharing (CCPA 1798.120).
• Right to Restrict Processing: Request restriction of processing in certain circumstances (GDPR Art. 18).
• Right to Withdraw Consent: Where processing is based on consent, you may withdraw consent at any time without affecting the lawfulness of prior processing.
• Right to Nominate: Nominate a person to exercise your rights in the event of your death or incapacity (DPDP Act 14).

To exercise any of these rights, contact [email protected]. CookieYes will respond within 30 days (GDPR), 45 days (CCPA), or as required by applicable law.

S1.8 International Data Transfers

CookieYes operates globally and may transfer Affiliate personal data to countries outside your jurisdiction of residence. Where such transfers occur, CookieYes ensures appropriate safeguards are in place, including:

• EU Standard Contractual Clauses (Commission Implementing Decision 2021/914) for transfers from the EEA.
• UK International Data Transfer Addendum (IDTA) for transfers from the United Kingdom.
• EU-US Data Privacy Framework certification (where applicable).
• Consent and/or compliance with DPDP Act provisions for transfers from India, subject to any government-notified restrictions.

S1.9 Sub-Processors

CookieYes engages the following categories of sub-processors to process Affiliate personal data:

• Affiliate programme management platform (currently Tapfiliate).
• Payment processing services (currently Wise, Paypal).
• Email and communication platforms(currently Tapfiliate messenger, Gmail).

CookieYes maintains an up-to-date list of sub-processors, which is available upon request. CookieYes will provide thirty (30) days' prior notice of any material changes to sub-processors, during which you may raise objections.

S1.10 Data Security

CookieYes implements appropriate technical and organisational measures to protect Affiliate personal data against unauthorised access, alteration, disclosure, or destruction, including encryption in transit and at rest, access controls, regular security assessments, and incident response procedures.

S1.11 Data Breach Notification

In the event of a personal data breach affecting Affiliate personal data, CookieYes will notify affected Data Subjects and relevant supervisory authorities in accordance with applicable data protection laws (within 72 hours under GDPR where required).