Terms of Service

1. Introduction and Acceptance of Terms

Welcome to Sella Platform ("Sella," "we," "us," or "our"), an affiliate marketing platform that connects Publishers with Advertisers to facilitate the promotion of products and services in exchange for commissions, operated by Standoon Limited, a company established and operated in the United Kingdom. These Terms of Service ("Terms") constitute a legally binding agreement between you ("Publisher," "you," or "your") and Sella Platform.

BY REGISTERING FOR AN ACCOUNT, CLICKING "I AGREE," OR OTHERWISE USING THE SELLA PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. If you do not agree, do not use the platform.

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or prominent notice on the platform. Your continued use after such notice constitutes acceptance of the updated Terms. If you do not accept the changes, you may terminate this agreement in accordance with Section 12 before the changes take effect.

2. Eligibility and Account Registration

To register as a Publisher on Sella Platform, you must meet ALL of the following criteria:

• Be at least 18 years of age or the age of majority in your jurisdiction, whichever is greater
• Have the legal capacity to enter into binding contracts
• Not be a resident of any country subject to applicable trade sanctions or embargoes
• Not have been previously banned or suspended from Sella Platform
• Provide accurate, current, and complete information during registration

Any individual completing registration on behalf of a legal entity warrants that they have all necessary authority to bind that entity to these Terms.

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately at [email protected] of any suspected unauthorized use of your account.

Sella Platform reserves the right to reject any registration application, suspend, or terminate any account at its sole discretion, with or without notice, for any reason including violation of these Terms.

3. Publisher Obligations and Conduct

As a Publisher, you agree to:

• Promote Advertiser offers only through approved channels disclosed during registration (e.g., websites, social media accounts, email lists)
• Comply with all applicable laws and regulations, including those governing advertising, consumer protection, data privacy, and email marketing (CAN-SPAM, GDPR, UK GDPR, CCPA, etc.)
• Accurately represent Advertiser products and services and not make false, misleading, or exaggerated claims
• Clearly and conspicuously disclose your material connection to Sella Platform and Advertisers in all promotional content, in accordance with FTC guidelines and equivalent local regulations
• Not engage in any fraudulent, deceptive, or artificially inflated activity, including without limitation: (i) generating clicks, impressions, leads, or sales through automated means, bots, scripts, or any non-human traffic; (ii) cookie stuffing or the placement of tracking cookies without a legitimate user interaction; (iii) ad hijacking, typosquatting, or unauthorised use of an Advertiser's brand terms in paid search; (iv) self-referral or the generation of commissions through your own purchases or the purchases of persons acting in concert with you; or (v) incentivised traffic not expressly pre-approved in writing by Sella Platform.
• Not use spam, unsolicited communications, or deceptive marketing practices
• Not infringe upon the intellectual property rights of Sella Platform, Advertisers, or third parties
• Not promote prohibited content categories including but not limited to: illegal products or services, hate speech, adult content without prior approval, malware, or misleading financial schemes

Violation of these obligations may result in immediate account termination, forfeiture of pending commissions, and potential legal action.

4. Offer Selection and Promotion

Sella Platform provides access to a marketplace of Advertiser offers. By selecting an offer, you agree to comply with the specific terms, restrictions, and guidelines associated with that offer, as displayed in the Ad Center. Offer terms may include geographic restrictions, permitted traffic sources, creative guidelines, and prohibited promotion methods.

Sella Platform acts solely as an intermediary between Publishers and Advertisers. We do not guarantee the availability, quality, or continued existence of any offer. Advertisers may modify or withdraw offers at any time, and we will make reasonable efforts to notify affected Publishers.

You must obtain prior written approval from Sella Platform before using any Advertiser's trademarks, logos, or branded materials beyond what is expressly provided in the offer creative assets.

5. Commission Structure and Tracking

Commissions are earned based on qualifying actions (clicks, leads, sales, or other conversions) as defined in each Advertiser offer. Commissions are tracked through Sella Platform's proprietary tracking technology, which shall serve as the authoritative record for all commission calculations.

Commission rates, definitions of qualifying actions, and cookie duration windows vary by offer and are displayed in the Ad Center. Sella Platform reserves the right to modify commission structures with reasonable notice to affected Publishers.

Sella Platform is not responsible for tracking failures resulting from: (i) the Publisher's technical implementation, (ii) user actions such as clearing cookies or using ad-blockers, (iii) network connectivity issues, or (iv) force majeure events. Disputed tracking data must be reported within thirty (30) days of the relevant reporting period.

We reserve the right to reverse or withhold commissions for actions we reasonably believe to be fraudulent, in violation of offer terms, or obtained through non-compliant traffic sources, including after initial approval.

Commissions shall only be earned in respect of a qualifying action where the underlying order has not been cancelled or subject to a withdrawal request by the end-user prior to the applicable Settlement Date (as defined in Section 6). An order shall be deemed cancelled if the end-user submits a cancellation or withdrawal request, including any request submitted pursuant to the statutory right of withdrawal under Directive 2011/83/EU or equivalent applicable law, regardless of whether the return or refund process has been completed at that time. For the avoidance of doubt, no commission shall be earned in respect of an order that is cancelled or withdrawn prior to the applicable Settlement Date, and Sella Platform shall have no obligation to pay, reverse, or recover any commission in respect of such order.

6. Payment Terms

6.1 Settlement Cycle

Sella Platform will settle approved commissions twice monthly, on the 1st and 15th day of each calendar month (each a "Settlement Date"). Commissions settled on a given Settlement Date shall comprise all qualifying actions confirmed as of that date in accordance with Section 6.2.

6.2 Commission Confirmation

A commission becomes eligible for settlement on the first Settlement Date falling no earlier than fifteen (15) days after the date of confirmed delivery of the underlying order ("Delivery Confirmation Date"). An order shall not be eligible for settlement if, prior to the applicable Settlement Date, the end-user has submitted a cancellation or withdrawal request in respect of that order. Eligible commissions not yet reached by a Settlement Date shall roll over to the next Settlement Date.

6.3 Minimum Payout Threshold

Payments are subject to a minimum payout threshold of USD $50 (or currency equivalent), unless otherwise agreed in writing. Commissions below the threshold will accumulate and be paid on the first Settlement Date on which the threshold is met.

6.4 Payment Methods and Fees

Available payment methods are as displayed in your account dashboard. You are responsible for all fees charged by your payment provider or financial institution. Payment details must be accurate and kept up to date; updates to payment details may take up to two (2) business days to take effect. Sella Platform is not obligated to verify the accuracy of payment details provided by you.

6.5 Currency

Commissions are recorded and paid in the currency designated in your account settings.

6.6 Withholding and Set-off

Sella Platform reserves the right to withhold or set off against future payments any amounts reasonably suspected to have been generated in breach of these Terms, pending investigation. Sella Platform further reserves the right to withhold payment where your account is under review for fraud or non-compliance. Such withholding shall not constitute a breach of these Terms.

6.7 Underpayment Claims

Any claim for underpaid commissions must be submitted to Sella Platform within twelve (12) months of the relevant Settlement Date. You waive your right to recover underpaid commissions not reported within this period.

6.8 Unclaimed Funds

If payment cannot be executed due to incorrect or outdated payment details, and correct details are not provided within twelve (12) months of the relevant Settlement Date, Sella Platform shall be entitled to retain such amounts and you shall forfeit any claim thereto.

6.9 Taxes

You are solely responsible for reporting and remitting all taxes applicable to commissions you receive. Sella Platform will withhold taxes only where required to do so by applicable law and provide you with the proof of such withholding of tax.

7. Intellectual Property

Sella Platform and its licensors retain all intellectual property rights in and to the platform, including but not limited to: software, technology, trademarks, logos, interface design, and content provided by us. Nothing in these Terms grants you any ownership interest in Sella Platform intellectual property.

You grant Sella Platform a non-exclusive, royalty-free, worldwide license to use, display, and reproduce your account information and promotional materials solely for the purpose of operating the platform and fulfilling our obligations under these Terms.

If you believe any content on our platform infringes your intellectual property rights, please contact us at [email protected] with a detailed description of the alleged infringement.

8. Data Protection and Cookies

(a) Each party shall comply with its respective obligations under applicable data protection laws, including the UK General Data Protection Regulation ("UK GDPR"), the EU General Data Protection Regulation 2016/679 ("GDPR"), the UK Data Protection Act 2018, and any applicable national implementing legislation (together, "Data Protection Laws").

(b) To the extent that Sella Platform processes personal data on your behalf in connection with these Terms, the parties shall enter into a Data Processing Agreement ("DPA"). In all other respects, each party acts as an independent data controller in respect of personal data it processes in connection with this agreement.

(c) You shall not use any data or information obtained through your participation in the Sella Platform for any purpose other than the performance of your obligations under these Terms.

9. Representations and Warranties

You represent and warrant that:

• All information you provide to Sella Platform is true, accurate, and complete
• You have the legal right and authority to enter into these Terms and perform your obligations hereunder
• Your participation in the Sella Platform does not and will not violate any agreement to which you are a party or any applicable law or regulation
• You own or have obtained all necessary rights to operate the traffic sources and promotional channels you have disclosed to us
• Your promotional activities will not cause harm to Sella Platform's or any Advertiser's reputation or business

10. Disclaimer of Warranties

THE SELLA PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

We do not guarantee any specific level of earnings or commissions. Past earnings are not indicative of future results.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLA PLATFORM AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO YOU BY SELLA PLATFORM IN THE THREE (3) MONTHS PRECEDING THE CLAIM. Nothing in these Terms limits or excludes our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; (iii) any liability that cannot be excluded or limited by applicable law; or (iv) our own willful misconduct or gross negligence.

12. Indemnification

You agree to indemnify, defend, and hold harmless Sella Platform and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (i) your violation of these Terms; (ii) your promotional activities; (iii) your use of the platform; (iv) your violation of any third-party rights; or (v) your violation of any applicable law or regulation.

13. Term and Termination

These Terms remain in effect from the date of your registration until terminated. Either party may terminate this agreement at any time:

• You may close your account at any time by contacting [email protected]. You will receive payment for approved commissions earned prior to termination, subject to the applicable holdbacks
• Sella Platform may suspend or terminate your account immediately for cause (including violation of these Terms, fraud, or non-compliance) or upon thirty (30) days' written notice without cause

Upon termination, you must immediately cease all promotion of Advertiser offers and remove all Sella Platform tracking links from your properties. Sections 7 (Intellectual Property), 8 (Representations), 9 (Disclaimer), 10 (Liability), 11 (Indemnification), 13 (Governing Law), and 14 (Dispute Resolution) survive termination.

14. Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales. If you are established in, or are a consumer resident in, a member state of the European Union, the mandatory consumer protection or data protection provisions of the law of your country of residence shall apply to the extent they provide greater protection than English law.

15. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.

Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales, except that Sella Platform may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or confidential information. If you are a consumer resident in the EU, you may also bring proceedings in the courts of your country of residence.

The parties agree to work in good faith to resolve any dispute amicably before initiating formal legal proceedings. Any dispute shall first be submitted to informal negotiation; if not resolved within thirty (30) days, either party may initiate proceedings in accordance with this Section.

YOU AGREE TO RESOLVE DISPUTES ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

16. Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, embargoes, acts of civil or military authority, fire, floods, pandemics, or failures of third-party telecommunications or internet infrastructure (each a "Force Majeure Event"). If a Force Majeure Event continues for a period of six (6) months or more, the unaffected party may terminate these Terms by giving thirty (30) days' written notice to the other party.

17. Miscellaneous

Entire Agreement: These Terms, together with any offer-specific terms, policies and our Privacy Policy, and any applicable data process agreement, constitute the entire agreement between you and Sella Platform and supersede all prior negotiations, representations, or agreements.

Severability: If any provision of these Terms is found to be unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force.

Waiver: Our failure to enforce any right or provision shall not constitute a waiver of such right or provision.

Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights or obligations under these Terms, including to any group company or in connection with a merger, acquisition, or sale of assets.

No Partnership: Nothing in these Terms constitutes a partnership, joint venture, employment, or agency relationship between the parties. Neither party has authority to bind the other.

Contact: For questions about these Terms, contact us at [email protected].