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AFFILIATE TERMS AND CONDITIONS FOR THE AFFILIATE PLATFORM

Version: January 2023

SIGNIFY NETHERLANDS B.V., situated in Eindhoven, High Tech Campus 48 (5656 AE), registered in the =10.0ptNetherlands Chamber of Commerce (KVK) under the number 17061150 offers Publishers the opportunity to generate income by placing a link on their website, which therefore redirects third parties to the webpage(s) of Signify. This link will be placed under the so-called ‘’Affiliate Program’’.

The AFFILIATE TERMS AND CONDITIONS FOR THE AFFILIATE PLATFORM (hereinafter referred to as ‘’Affiliate Terms and Conditions’’) apply to the Affiliate Program.

BACKGROUND:

Signify offers an Affiliate Program (a white label from Tradedoubler) via www.affiliates.philips-hue.com, which offers Publishers the opportunity to generate revenue by redirecting to one or more Signify Websites.

In order to use the Affiliate Program, the Prospect must agree to these Affiliate Terms and Conditions. Please read these Affiliate Terms and Conditions carefully.

When the Prospect clicks on the button 'create account', it states that he or she has carefully read and accepted these Affiliate Terms and Conditions. The moment an account is created, Signify will determine whether the Prospect can participate in the Affiliate Program and thus become a Publisher. In addition to these Affiliate Terms and Conditions, specific Program Terms and Conditions will also apply to various campaigns.

PROVISIONS

Definitions

Affiliate Program: a program, offered by Signify whereby one or more Publishers place a link on their Publisher Website or in their Publisher Inventory, which redirects third parties to the linked Signify Website(s);
Affiliate Terms and Conditions: these terms and conditions a Prospect must agree upon before becoming a Publisher and being able to use the Affiliate Program. And which must be complied with after being accepted as a Publisher.
Artificial Traffic: a collective term for invalid Clicks, Leads and Transactions, which may include, but are not limited to, automatic openings (pop-ups, spiders, spam, script generators, posting links on websites other than those approved, cookie stuffing, misuse of adware, domain squatting, use of automatic click tools or traffic sources, robots or other deceptive software, or misuse of pop-unders). Artificial Traffic can also indicate Clicks that are not generated within a browser or Clicks that are not the result of an active action by a Unique Visitor=10.0pt;
Click: a click from a Unique Visitor on a Link;
Commission: the amount that the Publisher receives based on clicks as calculated in accordance with the Program Terms and Conditions;
Content: videos, audio (for example music and other sounds), graphics, images, photos, text (such as scripts), interactive features, and other materials that are made available by Signify as part of a Program and that may be protected by Intellectual Property Rights;
Control, Controlled or Controlling: the controlling company, firm or entity directly or indirectly holds 50% or more of the nominal value of the controlled company, firm or entity’s issued share capital or ownership interest and/or 50% or more of the controlled company, firm or entity’s voting power at general meetings and/or has the power to appoint a majority of the controlled company, firm or entity’s directors and/or to otherwise direct the controlled company, firm or entity’s activities;
Data: information relating to (employees or customers of) the Publisher, which is provided to Signify and/or Signify’s designated third parties under the Affiliate Program;
tIntellectual Property Rights: This includes, but is not limited to, (i) rights in patents, registered designs, design rights, trademarks, copyrights, database rights, moral rights, trade and company names including the benefit of all registrations and applications to register (ii) rights in the nature of unfair competition and the right to sue in the circumvention of these rights; (iii) all trade secrets, confidentiality and other proprietary rights including all rights to knowledge and other technical information, and (iv) similar rights or rights similar to those above, wherever they exist in the world;
Lead: a Unique Visitor who has landed directly via a Link on a Linked Signify Website from the Publisher Website or the Publisher Inventory, and who has performed a certain action such as registering as a user on the Linked Signify Website;
Link: a link on the Publisher Website or in the Publisher Inventory that redirects to the Linked Signify Website;
Linked Signify Website(s): a Signify Website to which, after approval from Signify, the Publisher has placed a link on the Publisher Website or in the Publisher Inventory;
Program: a specific campaign determined by Signify, the specifications of which are included in the in the Program Terms and Conditions;
Program Terms and Conditions: the conditions, in additions to the Affiliate Terms and Conditions, that Signify sets for specific campaigns;
Prospect: the (legal)person or company that wishes to become a Publisher;
Publisher: the (legal) person or company that has been accepted by Signify to participate in the Affiliate Program;
Publisher Interface: www.affiliates.philips-hue.com the interface for Publishers that can be accessed by Publishers and Signify. The Publisher Interface is set up by Tradedoubler and managed by Signify;
Publisher Inventory: materials owned, or controlled by, the Publisher and which are not Publisher Websites. These materials may contain links, such as email correspondence and communications through a SEA campaign or ad network;
Publisher Website: a website owned, or operated, by the Publisher. And on which the Publisher has posted Links, various optimizations for mobile browsing, along with mobile applications available for download;
Signify: Signify Netherlands B.V. and/or any Signify Affiliate, as the case may be;
Signify Affiliate(s): Signify and each company, firm and legal entity which now or hereafter is: (i) Controlled by Signify, (ii) Controlling Signify (iii) under common Control with Signify;
Tradedoubler: Tradedoubler AB, 556575-7423, c/o WeWork, Regeringsgatan 29, 111 51 Stockholm, SwedenTradedoubler provides the technology on which Affiliate Program is built;
Unique Visitor: any person who, for the first time during a specified time frame, visits a Linked Signify. Website;
Signify Website(s): the website(s) owned and operated by, Signify and located at http://www.philips-hue.com
Traffic: a collective term for Clicks, Leads and Transactions with the exception of Artificial Traffic;
Transaction(s): an agreement confirmed between Signify and a Unique Visitor to purchase a product or have a service delivered by Signify to that Unique Visitor, which agreement confirmation is the direct result of a Click.


Application

2.1 A Prospect who wishes to become a Publisher, may apply for the Affiliate Program in the manner set out in section 3.
2.2 By applying for the Affiliate Program and clicking on the “create account” button, the Prospect agrees to the Affiliate Terms and Conditions.
2.3 The application of the Prospect must be done by a (natural) person of legal contracting age or a duly authorized representative if a legal entity.

Registration of the Prospect and acceptance by Signify

3.1 In principle, the registration for the Affiliate Program (www.affiliates.philips-hue.com) proceeds as follows:

the Prospect has reviewed the Affiliate Terms and Conditions;
the Prospect applies for the Affiliate Program by clicking on the ‘create account’ button; and
the Prospect provides Signify with certain information.

3.2 Signify has the discretionary right to accept or reject the Prospect’s application.
3.3 Signify may ask the Prospect for additional information before deciding to accept the Prospect to the Affiliate Program.
3.4 When a Prospect is accepted as a Publisher, the Publisher is allowed to place Links on the Publisher Website or in the Publisher Inventory, by using only the possibilities offered by the Publisher Interface.

Program and Program Terms and Conditions

t4.1 The Program Terms and Conditions are indicated in the Publisher Interface.
4.2 The Program Terms and Conditions may be altered by Signify, without prior notice to the Publisher.
4.3 The Affiliate Terms and Conditions, and other information relating to the Affiliate Program, and Program Terms and Conditions are available for the Publisher in the Publisher Interface.
4.4 The Publisher itself is obliged to review the Program Terms and Conditions on a regular basis for any changes.

Payment

5.1 The terms and conditions for calculation and payment of the Commission may vary from Program to Program and are set out in the Program Terms and Conditions.
5.2 The Publisher agrees to self-billing. Meaning that Tradedoubler will prepare the Commission invoice on behalf of the Publisher, and that the Publisher will be paid based on the invoice prepared by Tradedoubler. VAT (if applicable) will be added to the Commission shown in the Publisher Interface, unless otherwise stated in the Program Terms and Conditions.
5.3 The Publisher's Commission will be paid by Tradedoubler latest within 60 (sixty) days from the last sale for the specific month.
5.4 The Publisher must meet the following terms and conditions in order to be eligible for a Commission payment:
a) The Publisher Website or Publisher Inventory has generated Traffic;
b)  Tradedoubler has received payment from Signify for the approved orders of the relevant period in respect of the Affiliate Program for which the Publisher has applied.
5.5 The Commission is calculated on the total Traffic and/or sales generated by the Publisher up to approval date. No interest is owed on (combined) amounts.
5.6 Payment of the Commission is made directly to the account number specified by the Publisher in the Publishers Interface. Signify is never liable for an incorrect payment as a result of incorrect or incomplete data entered by the Publisher.
5.7 The Publisher is responsible for the payment of all taxes, national insurance and similar matters related to the Commissions. Tradedoubler may be required or entitled to withhold certain taxes under applicable laws and regulations, including but not limited to withholding tax.

6. Obligations of Publisher
6.1 The Publisher is responsible for the content of its Publisher Website and Publisher Inventory. The Publisher represents and warrants that both (Publisher Website and Publisher Inventory) have been set up in accordance with applicable laws and regulations, including the regulations applicable with regard to the use of cookies, privacy, security and direct marketing via electronic communications.
6.2 The Publisher shall provide the information required by Signify, correctly and truthfully. When the Publisher’s data changes, the Publisher will adjust it as soon as possible, at the latest within 14 (in words: fourteen) days from such change, in the Publisher Interface.
6.3 The Publisher will provide Signify and Tradedoubler with additional information at their reasonable request.
6.4 The Publisher represents and warrants that: (i) the content of its Publisher Website and the Publisher Inventory is its property, or that the owner of the content has given permission for the relevant content to be published on the Publisher Website or in the Publisher Inventory; (ii) that the information and content on its Publisher Website and in the Publisher Inventory do not infringe any rights of third parties, including intellectual property rights, invasion of privacy or other fault; and (iii) the information and content on its Publisher Website and in the Publisher Inventory do not violate of any laws, regulation or Signify (Signify) branding guidelines in any way to, but are not limited to, pornography, racism, hatred and Peer2Peer, or that they are in any way offensive.
6.5 All right, title and interest in and to the Content shall remain solely and exclusively with Signify or third-party licensors, as the case may be. The Publisher agrees not to copy, reproduce, download, display, publish, sell, distribute, transmit, modify or create derivative works of the Content, in whole or in part, by any means, without the prior written permission of Signify. Subject to prior authorization, the Publisher shall use Signify’s intellectual property, including, without limitation, all Intellectual Property Rights, trademarks, Content, and logos solely for the purpose and within the framework of these Affiliate Terms and Conditions. The Publisher is responsible for following Signify’s instructions at all times and becoming acquainted with the Affiliate Terms and Conditions and Signify branding guidelines as the same may be modified from time to time at Signify’s sole discretion. The Publisher must also comply with the requirements of the Affiliate Program, including restrictions on the content of its Publisher Website and the Publisher Inventory, keyword/PPC policies and use of Signify's Intellectual Property Rights. Failure to do so may result in temporary or permanent exclusion from the network and/or Commission cancellation and Signify shall be entitled to terminate the Publisher’s participation to the Affiliate Program on notice.
6.6 The Publisher - in any form and of any kind - is prohibited from generating or contributing to generating Artificial Traffic.
6.7 The Publisher shall not register any domain name, any tradename, any social media handle or any storefront on an e-commerce platform that contains or is similar to the PHILIPS trademark and/or any of Signify’s trademarks or brands.
6.8 In violation of one or more of the obligations referred to in articles 6.1 to 6.7 and without prejudice to its rights and remedies under Affiliate Terms and Conditions and in law, Signify may cancel all Commissions owed to the Publisher, including any Commissions earned but not yet paid.
6.9 If the Publisher suspects or is aware that its Links are being used in an improper or unlawful manner, the Publisher must immediately inform Signify.
6.10 The Publisher will take care of the implementation of the Links. Signify is not responsible or liable for any errors in the execution and/or managing of the Links or for the function ability (such as tracking) of the Links.
6.11 The Publisher will keep up to date with, and comply with, Signify's policies regarding the Affiliate Program. This policy includes, but is not limited to, ethical guidelines, Signify’s branding guidelines, affiliate toolbar guidelines, email advertising, keyword policy, and brand bidding policy. Such policies are posted on the Publisher Interface.
6.12 The Publisher will not perform any actions or make any statements that could damage the name / reputation of Signify and/or Tradedoubler.

Obligations of Signify

7.1 Signify will monitor and record the Traffic generated to the Linked Signify Websites by the Publisher Website and the Publisher Inventory. This measurement is decisive for the Commission calculation. The Commission disbursement will be made by Tradedoubler (see article 5).

8. Liability
8.1 The Publisher agrees to indemnify, defend, release and hold Signify and Tradedoubler (“Indemnified Parties”) harmless against (i) all claims, actions, lawsuits and any other legal action brought by any third party against the Indemnified Parties relating to the Publisher Website, the Publisher Inventory and/or non compliance by the Publisher with the Affiliate Terms and Conditions and/or the Program Terms and Conditions (a “Third Party Claim”); and (ii) any and all related losses, damages, settlements and judgments (including payment of attorneys’ fees and costs incurred by, assessed by or found against by the Indemnified Parties relating to or arising from any such Third Party Claims (“Third Party Related Losses”) event if such Third Party Claims and Third Party Related Losses arise from the negligence or any kind or degree of the Indemnified Parties, breach of contract, non compliance with applicable law, strict liability or other fault. Nothing contained herein shall be construed to require any indemnification which would render or make this section, in whole or in part, void and/or unenforceable under applicable law.
8.2 To the extent permitted by applicable law, under no circumstances (including negligence), shall the Indemnified Parties be liable for any special, incidental or consequential damages or lost profits that results from the Affiliate Program and /or any Program even if the Indemnified Parties have been advised of the possibility of such damages.
8.3 In no event shall the Indemnified Parties’ total liability to the Publisher for all damages, losses and causes of action (whether in contract, tort or otherwise) exceed the Commission paid to the Publisher within the 6 (six) months preceding the claim, if any. This limitation is cumulative and will not be increased by the existence of more than one incident or claim. To the extent permitted by applicable law, under no circumstances will the Indemnified Parties be liable in any way for any content of the Signify Websites, including, but not limited to, any errors or omissions or any loss or damage of any kind incurred in connection with use or exposure to any such content, or otherwise made available via the Affiliate Program and/or the Program.

Duration and termination of participation, adjustments

9.1 The Publisher is entitled to terminate its participation in the Affiliate Program at any time and with immediate effect, unless otherwise provided for in the Program Terms and Conditions. The Publisher may terminate participation by indicating this in the Publisher Interface or by sending an e-mail to Signify: partners.philipshue@signify.com (e-mail address as indicated in the Publisher Interface).
9.2 In case of termination, the Publisher must immediately stop using the Affiliate Program and immediately discontinue any running Programs. The Publisher must also remove all Links, Content and/or any other material in connection with any Program, immediately.
9.3 After termination of its Participation, the Publisher will receive the Commission until the day of terminated participation. Payment of the Commission shall be made in accordance with the provisions set out in article 5.
9.4 Signify may suspend or terminate a Publisher’s participation in the Affiliate Program at any time in any of the following events:
a) the Publisher or the content of its Publisher Website or the Publisher Inventory is not complying with any of its obligations as set out in articles 6.1, 6.4, 6.5, 6.6, 6.7, 6.9 and 9.10;
b) the Publisher acts fraudulently or illegally in any way;
c) the Publisher generates or attempts to generate Artificial Traffic in any form and of any kind;
d) the Publisher in any way and in any form violates the provisions of these Affiliate Terms and Conditions or the Program Terms and Conditions;
e) the Publisher has not generated any Traffic for a period of three (3) months;
f) the Publisher damages the name of Signify and/or Tradedoubler; or
g) on written notice to the Publisher.

9.5 When Signify terminates the Publisher’s participation in the Affiliate Program, Signify will notify the Publisher via the Publisher Interface and/or via email.
9.6 When Signify suspends or terminates the Publisher’s participation in the Affiliate Program, the Publisher must immediately remove all Links, Content and any other material in connection with any Program, on the Publisher Website and in the Publisher Inventory.
9.7 The Publisher will not receive any Commission for the Traffic generated after suspension or termination pursuant to article 9.4.
9.8 Signify reserves the right to modify, change or terminate the Affiliate Program at any time. A possible termination of the Affiliate Program always happens with due observance of a term of three (3) days. When Signify adjusts or terminates the Affiliate Program in any significant way, Signify will notify the Publisher through the Publisher Interface and/or via email.

Privacy and data collection
By agreeing to the Affiliate Terms and Conditions, the Publisher confirms agreement with Signify's privacy notice (https://www.signify.com/global/legal/privacy/legal-information/privacy-notice)
Tradedoubler collects different types of (personal) data for an optimal service provision towards Publishers and Signify. The (personal) data that Tradedoubler collects can be divided into two types of (personal) data:

a) the information collected from Signify and Publishers;
b) the information collected from consumers in order to accurately track transactions.
10.3  Further information about the collection of (personal) data by Tradedoubler can be found at https://www.tradedoubler.com/es/privacy-policy/.
10.4 For the purpose of the Affiliate Program, Signify and Publisher will be acting as independent controllers and shall comply with their respective obligations under all applicable data protection laws; (ii) be autonomously responsible to collect and further process Personal Data in accordance with requirements of applicable data protection laws; (iii) take every reasonable precaution not to disclose any Personal Data, other than as permitted by applicable data protection laws; and (iv) not do anything which may cause the other party to infringe any applicable data protection laws. For purposes of this article 10.4, “Personal Data” means any information relating to an identified or identifiable natural person (Data Subject). An identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that person.

Confidentiality

11.1 The Publisher shall (i) protect the Confidential Information by using the same degree of care as it uses to protect its own confidential information of alike nature from unauthorized disclosures, but no less than a reasonable degree of care; (ii) not use the Confidential Information for any other purpose except as necessary for the purposes of and consistent with the Affiliate Terms and Conditions and the Program Terms and Conditions; and (iii) not disclose the Confidential Information to any third party or persons not permitted pursuant to the terms of the Affiliate Terms and Conditions and the Program Terms and Conditions.
11.2. Unless otherwise agreed in writing, the Confidential Information shall remain the property of Signify and nothing contained in this article 11 shall be construed as a grant of license to the Publisher to make, use, sell or otherwise dispose of products or services using the Confidential Information or as a license under any intellectual property rights.
11.3. For the purpose of this article 11, “Confidential Information” shall mean information of a confidential and/or proprietary nature, provided in whatever form or medium, which relates to Signify’s business, including financial and any other business or technical information, to the extent that such information is marked as “confidential” or “proprietary” (or words with similar import) or if the confidential or proprietary nature is reasonably apparent under the circumstances. .

12. Applicable law and court
12.1 The Affiliate Terms and Conditions and the Program Terms and Conditions are governed by, and must be interpreted in accordance with, the laws of the Netherlands, w=10.0ptithout regard to conflict of law principles.
12.2 Any legal action or proceeding arising out of or in connection with the Affiliate Terms and Conditions and/or the Program Terms and Conditions, that cannot be settled through consultation in good faith within thirty (30) days after notice from either that a dispute exists, will be brought exclusively in the courts of Amsterdam, The Netherlands, provided that Signify will always be permitted to bring any action or proceedings against Publisher in any other court of competent jurisdiction. Nothing in this article 12 will be construed or interpreted as a limitation on Signify’s right under applicable law to seek injunctive or other equitable relief or to take any action to safeguard its possibility to have recourse on the Publisher.

13. Miscellaneous
13.1 Signify may transfer their rights and obligations under these Affiliate Terms and Conditions. The Publisher must have prior written consent from Signify before it can transfer all or part of its rights and/or obligations under these Affiliate Terms and Conditions to third parties. In addition, the Publisher is ultimately responsible and liable for any shortcomings on the part of parties engaged by the Publisher.
13.2 Signify Netherlands B.V. enters into The Affiliate Terms and Conditions for its own benefit and for the benefit of the Signify Affiliates.
13.3 The Publisher authorizes Signify to publish the Publisher's name and web address in the Publisher Interface in order to promote the Publisher as efficiently as possible.
13.4 If any conditions of these Affiliate Terms and Conditions are held to be invalid or unenforceable, this will not affect the validity of the remainder of the conditions of the Affiliate Terms and Conditions.
13.5 In the event of any discrepancy between the conditions of the Affiliate Terms and Conditions and the conditions of the Program Terms and Conditions, the Affiliate Terms and Conditions shall prevail.
13.6 Signify will not be liable for any breach resulting from a Force Majeure event. If a Force Majeure event occurs, Signify’s performance will be suspended for the period of such Force Majeure event. “Force Majeure” means any circumstances or occurrences beyond the reasonable control of Signify, whether or not foreseeable, as a result of which Signify cannot reasonably perform or execute its obligations, including, without limitation, acts of God, natural catastrophes including earthquake, lightning, hurricane, typhoon, flooding or volcanic activities or extreme weather conditions, strikes, lock-outs, war, terrorism, political situation, civil unrest, riots, sabotage, vandalism, industry-wide shortages, breakdown of plant or machinery, fault or loss of electricity supply, cyber attacks and hacking or non-performance by suppliers of Signify or by other third parties on which performance rely (including connectivity and communication services). In the event that Force Majeure event extends (or is reasonably expected by Signify to extend) for a period of three (3) consecutive months, Signify will be entitled to cancel all or any part of the Affiliate Program without any liability towards the Publisher.
13.7 Any right of Signify set out in these Affiliate Terms and Conditions or any Program Terms and Conditions will be without prejudice to any rights or remedies Signify may have hereunder or at law or in equity. The failure or the delay of Signify to enforce any provision of these Affiliate Terms and Conditions or a Program Terms will not constitute a waiver of such provision or a waiver to enforce it.
13.8 Nothing in these Affiliate Terms and Conditions or any Program Terms and Conditions shall create a joint venture, partnership or principal-agent relationship between the Parties.
13. Signify shall be entitled to enter into similar agreement(s) with any third party in their sole discretion without any limitation or restriction. To ask Tradedoubler

Payment terms

5.1 The terms and conditions for calculation and payment of the Commission may vary from Program to Program and are set out in the Program Terms and Conditions.
5.2 The Publisher agrees to self-billing. Meaning that Tradedoubler will prepare the Commission invoice on behalf of the Publisher, and that the Publisher will be paid based on the invoice prepared by Tradedoubler. VAT (if applicable) will be added to the Commission shown in the Publisher Interface, unless otherwise stated in the Program Terms and Conditions.
5.3 The Publisher's Commission will be paid by Tradedoubler latest within 60 (sixty) days from the last sale for the specific month.
5.4 The Publisher must meet the following terms and conditions in order to be eligible for a Commission payment:
a) The Publisher Website or Publisher Inventory has generated Traffic;
b)  Tradedoubler has received payment from Signify for the approved orders of the relevant period in respect of the Affiliate Program for which the Publisher has applied.
5.5 The Commission is calculated on the total Traffic and/or sales generated by the Publisher up to approval date. No interest is owed on (combined) amounts.
5.6 Payment of the Commission is made directly to the account number specified by the Publisher in the Publishers Interface. Signify is never liable for an incorrect payment as a result of incorrect or incomplete data entered by the Publisher.
5.7 The Publisher is responsible for the payment of all taxes, national insurance and similar matters related to the Commissions. Tradedoubler may be required or entitled to withhold certain taxes under applicable laws and regulations, including but not limited to withholding tax.

Privacy policy