YOU MUST READ AFFILIATE TERMS AND CONDITIONS CAREFULLY.
TO ACCEPT THIS AGREEMENT AND CREATE AN ACCOUNT, YOU MUST BE AN ADULT OF LEGAL AGE OF MAJORITY IN THE COUNTRY IN WHICH YOUR ACCOUNT IS REGISTERED. YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS ON YOUR ACCOUNT.
If you are accepting this Agreement on behalf of a legal entity you represent and warrant that you are authorized by such legal entity to do so.
This Affiliate Terms and Conditions Agreement (the “Agreement”) is entered into by and between you (the “Affiliate”) and ADTREX, INC., doing business as Adtrex (hereafter “Adtrex”). By joining the Adtrex Affiliate Program (hereafter “Program”) you are expressing your acceptance of this agreement and said acceptance is evidenced by your clicking on the “Sign Up” button on the sign-up page.
1. Affiliate Agreement
1.1 Upon acceptance by the Agreement and continued compliance herewith, the Affiliate shall be allowed to participate in the Program wherein Adtrex shall provide to the Affiliate a limited license to use a certain intellectual property of Adtrex on Affiliate websites solely for the limited purposes of marketing and promoting the products and services of Adtrex. As consideration for any traffic directed by the Affiliate to Adtrex through Affiliate marketing and promotional efforts that convert into sales, Adtrex shall pay the Affiliate compensation, as set forth in Section 3 below.
1.2 Prohibited Countries: Due to excessive fraud, Adtrex does not allow the signup of affiliates from certain countries or regions. Adtrex reserves the right to deny any affiliate application from any country at the sole discretion of Adtrex. Adtrex also reserves the right to add or remove countries from time to time as business requirements may dictate.
2. Rights Granted to Affiliate
2.1 The non-exclusive right to use the proprietary content and marketing systems of Adtrex to help generate sales of Adtrex products and services.
2.2 Adtrex grants the Affiliate a limited, non-exclusive, nontransferable and fully revocable license to access, use and install website skins, promotional banners, links, images, videos, product and service content and other promotional materials created, owned or licensed by Adtrex (collectively referred to as the Marketing Materials) for use on Affiliate Websites for the sole and exclusive purpose of advertising, marketing or promoting Adtrex products and services. Within these guidelines, the Affiliate may use these Marketing Materials on Affiliate websites as desired.
2.3 Adtrex owns and retains all rights, title, and interest in and to its intellectual property, copyright, trademarks, patents, and in the Marketing Materials and any other content provided by Adtrex. Upon termination of Affiliate participation in the Program and/ or termination of this Agreement, the grant of right and license set forth herein shall cease and terminate, and the Affiliate’s right to use the Marketing Materials shall immediately cease.
2.4 The Affiliate is not authorized and shall not change product and service names, trademarks, service marks, design logos, or any Marketing Materials except with specific permission from Adtrex, for any purpose other than as expressly set forth herein or in any modification to this Agreement by Adtrex. The Affiliate further acknowledges and agrees that any such change will be a material breach of this Agreement and may result in your account being terminated and all money due forfeited.
3. Fee and Payment Conditions
Adtrex will pay the Affiliate for sales of Adtrex products and services generated from a banner or link posted on Affiliate websites as follows.
3.1 Adtrex offers a revenue share of all Net Revenue generated by Affiliate websites. For purposes of this Agreement, the term “Net Revenue” shall mean gross sales less any payment processing fees and costs as well as any chargebacks or refunds.
3.2 Adtrex pays out commissions to the Affiliate on the NET15 basis (two times a month). Adtrex process payment within 7 days after every pay period. Wire transfer will be used if the amount exceeds $1500; if the amount is less than $1500 or PayPal will be used as per the choice of the Affiliate. The minimum threshold is $100. Wire transfer fees will be covered by Adtrex. The Paypal transfer fee will be charged due to Paypal Fee Policy.
3.3 Adtrex will also pay a bonus to the Affiliate if he refers the Adtrex Referral Program to other third party Affiliate.
3.3.1 For each third-party Affiliate that the Affiliate has referred to the Adtrex Referral Program, the Affiliate will have right to be paid 5% (five percent) of all net revenue generated by the referred third party Affiliate.
3.3.2 For this purpose, the Parties agree that only the newly established accounts will be eligible for the bonus and that no individuals or companies with pre-existing accounts on the Adtrex Referral Program shall be considered eligible for the effect.
3.3.3 Also, any accounts that have been suspended or terminated from Adtrex Referral Program due to fraudulent or improper activity or for any other reason for termination are not eligible for the payment of the bonus to the Affiliate. Only one account per individual or company will be eligible for the Bonus.
All payments are made by wire transfer, Paxum or PayPal and shall be made within seven days for all payment methods with a best-effort guarantee. Any fees resulting from the payment method selected shall be borne by the Affiliate and if applicable deducted from the Affiliate account. Adtrex may also add new payment options for Affiliate payments in the future or per Affiliate request.
4. Restrictions on Payment of Compensation
4.1 The Affiliate is not entitled to a commission for any sale in violation of the terms of this Agreement.
4.2 The Affiliate is not entitled to a commission from Adtrex for any sale which Adtrex determines to be as the result of a potentially fraudulent activity. Adtrex shall have the right, in its sole and absolute discretion, to expand or modify what it determines to constitute potential fraudulent activity. Adtrex has developed its fraud screening process through years of experience and through work with industry leaders in fraud detection and identification thus Affiliates can be confident that the Adtrex system is securely protected against fraudulent activity and sales.
4.3 Adtrex has the right to deny or withhold payment from the Affiliate and to terminate the Affiliate from the Program if there are an abnormal number of chargebacks or refunds for products and services through Affiliate websites. Adtrex shall determine, in its sole and absolute judgment, what constitutes an abnormal number of chargebacks or refunds.
5. Term and Termination
5.1 This Agreement is not for any specific term or duration of time. The Affiliate may terminate this Agreement at any time, for any reason. Likewise, this Agreement and/or the Program may be terminated by Adtrex in its sole and absolute discretion, at any time, for any reason.
5.2 The Affiliate may terminate participation in the Program by notifying Adtrex via e-mail at email@example.com of Affiliate intent to terminate participation in the Program.
5.3 In the event this Agreement is terminated, the Affiliate shall be entitled to any unpaid commission or bonuses earned prior to the date and hour of termination. The Affiliate shall not be entitled to any commission or bonuses for sales after the date and time of termination.
5.4 If this Agreement is terminated due to Affiliate breach of any portion of this Agreement, Adtrex reserves the right to withhold any amount then due and owing to the Affiliate.
6. Affiliate’s Responsibilities and Duties
6.1 The Affiliate shall only use and promote the approved products and services of Adtrex using Adtrex proprietary marketing systems and Marketing Materials on Affiliate websites.
6.2 The Affiliate shall not use or employ any form of mass unsolicited electronic mailings, newsgroup postings, password selling or trading, warez, IRC posting, adware, spyware, and malware marketing or any other form of “spamming” as a means of promoting Affiliate websites or for the purpose of generating traffic and sales to or for Affiliate websites. The Affiliate further acknowledges and agrees that Adtrex has zero tolerance for spamming. Thus Adtrex reserves the right to immediately and without notice terminate the Affiliate’s participation in the Program if Adtrex, in its sole and absolute discretion, concludes that the Affiliate has been engaged in the use of any of the above-referenced forms of “spamming”. Note also that in such a case the Affiliate will also be barred from future participation in the Program and all money otherwise due to the Affiliate will be forfeited.
If the Affiliate wishes to send traffic via electronic mail promotion, it is the Affiliate’s sole and complete responsibility to make sure that the Affiliate is in compliance with the can-spam act as well as any other law, rule or regulation that may be applicable.
6.3 Except as expressly authorized by Adtrex in this Agreement, the Affiliate shall not copy, reproduce, alter, modify, change, broadcast, distribute, transmit or disseminate any banners or other promotional or advertising materials provided by Adtrex pursuant to this Agreement in whole or in part, in any form or manner, at any time or anywhere in the world.
6.4 The Affiliate shall NEVER modify files or content provided by Adtrex.
6.5 All content displayed on any Affiliate website containing the Marketing Materials must comply with all local laws.
6.6 To promote Adtrex products and services a Partner has to use the link received in his/her account. Adtrex has the right not to pay an affiliate commission for traffic received via a link, that differs from the links in the Partner’s account.
7. Affiliate Representations and Warranties
The Affiliate hereby represents and warrants each of the following:
7.1 That if the Affiliate is an individual person, he/she is over the age of eighteen (18) years or any legal age in the country of the Affiliate;
7.2 That if the Affiliate is an entity (i.e., corporation, limited liability company, etc.), all individuals employed or associated with the Affiliate in any way are over the age of eighteen (18) years or legal age in the country of the Affiliate;
7.3 That the individual who provides information pursuant to the Program and accepts this Agreement has full, lawful power and authority to enter into and to carry out the terms of this Agreement.
All individuals, corporations and other organization participants are responsible for the payment of taxes in their own jurisdiction.
9. Rights of Adtrex
9.1 Adtrex reserves the right, in its sole and absolute discretion, to terminate the Program at any time and may do so with or without cause.
9.2 Adtrex shall also have the right, in its sole and absolute discretion, to change or modify this Agreement and the Program Benefits. If at any time Adtrex changes or modifies the Program, the Affiliate shall have the right to withdraw and terminate participation.
10. No Partnership, Joint or Collaborative Venture
10.1 Nothing contained in this Agreement shall create or be deemed to create a partnership, joint venture or other business combination or venture of any kind between the Affiliate and Adtrex, its subsidiaries, affiliated entities, successors or assigns; nor shall any term contained in this Agreement constitute or create any agency or employment relationship between Affiliate and Adtrex, its subsidiaries, affiliated entities, successors or assigns.
10.2 Adtrex has no control over nor ownership interest in Affiliate or Affiliate Websites except for the Marketing Materials used thereon, and the Affiliate has no financial or other interest in Adtrex, its subsidiaries, affiliated entities or any property owned by such entities, except as expressly set forth herein.
11. No Content Control, Monitoring or Supervision
11.1 Adtrex does not monitor, supervise or review content contained on Affiliate websites except for the use of the Marketing Materials. Adtrex is not responsible for any content appearing or otherwise distributed on, at or in association with Affiliate websites. The Affiliate is solely responsible for the content on Affiliate websites.
11.2 Adtrex has no direct or indirect control over the content of Affiliate websites except as specifically set forth in this Agreement and as it relates to the Marketing Materials.
12. No Warranty or Guarantee
Adtrex makes no guarantee of any kind with respect to the Program or materials provided by, through or in association with the Program, all Marketing Materials are provided to the Affiliate “as is” and use of the Marketing Materials is solely at the Affiliate’s risk. Adtrex disclaims all warranties, either express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose with regard to the Program and any and all materials of every kind supplied to the Affiliate as part of this Program.
13. No Guarantee of Success or Profitability
Adtrex cannot guarantee the Affiliate any level of success or profitability due to the Affiliate’s participation in the Program. The Affiliate has unilaterally entered into an Internet service business and all risk of loss, cost, and expense of the Affiliate doing business shall be borne solely by the Affiliate.
14. Force Majeure
Neither party shall be liable for any loss or delay, nor be considered in breach of this Agreement, due to an act of God, fire, natural disaster, terrorist act, strike or other labor stoppage, declaration of war or military intervention, computer system/server failure, credit card processing failure, network failure, governmental action, or any other cause outside the control of the parties.
15. Limitation of Liability
Adtrex, its subsidiaries, affiliated entities, employees, independent contractors, agents, representatives, assigns and successors shall not be liable to the Affiliate, or any other person or entity, for any direct or indirect losses, injuries or incidental, consequential or other damages (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER PECUNIARY LOSS) with regard to any use of the Adtrex website, or arising from or in connection with this Agreement or the use of the Adtrex Marketing Materials, or due to any mistakes, omissions, delays, errors, interruptions in the transmission, or receipt of Adtrex services, content or Marketing Materials, including without limitation any losses due to server problems or due to incorrect placement of HTML.
The Affiliate shall indemnify and hold Adtrex, its subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors and any successor-in-interest or assign (the “Indemnified Parties”) harmless from any breach of this Agreement by the Affiliate, including any use of Marketing Materials other than as expressly authorized in this Agreement. The Affiliate agrees that the Indemnified Parties shall have no liability in connection with any such breach or unauthorized use, and the Affiliate agrees to indemnify for any resulting loss, damage, judgment, award, cost, expense, and attorneys\’ fees of the Indemnified Parties. The Affiliate shall also indemnify and hold the Indemnified Parties harmless from and against any and all claims brought by third parties arising out of the Affiliate’s use of the information accessed from Adtrex websites.
17. Transfer or Assignment
17.1 This Agreement shall not, under any circumstances, be transferred or assigned by the Affiliate to any other person or entity, and any attempted transfer or assignment of a membership shall be void.
17.2 Adtrex may, at any time, in its sole discretion and without prior notice given to the Affiliate, transfer or assign this Agreement to an affiliated or non-affiliated person or entity.
This Agreement is subject to change or modification by Adtrex at any time, and changes shall become effective by e-mail, posting at the Adtrex Website, or by conventional mail. An Affiliate may not alter, delete, add or change or edit any of these terms and conditions, and any such attempted alteration shall be void and of no effect.
19. Notices to Adtrex or Affiliates
Notices from Adtrex Website to Affiliates may be given by means of electronic messages to the e-mail address of the Affiliate, by a general posting on the Website, or by conventional mail. Communications from the Affiliate to Adtrex may be made both via e-mail or conventional mail unless otherwise specified in this Agreement. All notices to Adtrex via e-mail shall be sent to firstname.lastname@example.org. Notices from Adtrex shall be deemed delivered when sent by Adtrex to the Affiliate; notices of changes or modifications to this Agreement shall be accepted by the Affiliate upon the first use by the Affiliate of the Marketing Materials provided in the Program after such notice was sent; and, such acceptance of a change or modification shall be deemed to relate back to the date such change or modification was originally sent by Adtrex.
If any provision of this Agreement is held to be invalid or unenforceable, in any respect, such invalidity or unenforceability shall not affect or impair the validity or enforceability of the remaining provisions of this Agreement, but, to the contrary, this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein.
21. Entire Agreement, Headings, and Neutral Construction
This Agreement and any changes or modifications thereto by Adtrex and accepted by the Affiliate expresses the entire agreement between the parties regarding the Affiliate’s participation in the Program, and all Marketing Materials directly and indirectly related thereto, superseding and negating any prior or contemporaneous agreements, whether written or oral. There are no representations, agreements, arrangements or undertakings relating to the matters addressed which are not fully expressed herein. The headings are for convenience only and shall not be construed to give any substantive meaning to the agreement between the parties. This Agreement shall be construed neutrally and as the commemoration of the mutual assent of both parties rather than for or against either party.
22. Review by Attorney
Adtrex strongly advises that the Affiliate review this Agreement with an attorney before acceptance of its terms so that the Affiliate is fully appraised of all the rights, duties and obligations under this Agreement. The Affiliate acknowledges that nothing herein and no statement by Adtrex or any employee, representative, agent or other person associated with Adtrex has in any way prevented or inhibited the Affiliate from seeking such independent legal advice prior to entering into this Agreement. The Affiliate hereby acknowledges and agrees that the terms of this Agreement are reasonable and fair; all terms have been fully disclosed in writing, and that the Affiliate has been given reasonable opportunity to seek the advice of independent counsel with respect to the Agreement and all transactions associated herewith.
23. Jurisdiction And Venue
This Agreement shall be governed by and construed in accordance with the laws of the state of California without giving effect to any principles or conflicts of law. You submit to the exclusive jurisdiction of courts located in Los Angeles, CA.
ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND MOBAIR ENTITY WITH WHICH YOU HAVE A DISPUTE WITH SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION. THIS PROVISION IS NOT APPLICABLE TO THE EXTENT THIS WAIVER IS PROHIBITED BY LAW.
YOU HEREBY EXPRESSLY WAIVE ANY RIGHT FOR A TRIAL BY JURY.
24. Acceptance and Execution
By clicking on the “Sign up” or “Become An Affiliate” button on the Registration Page, and by supplying Adtrex with all the information required to create an account on the Registration Page, the Affiliate accepts all of the terms and conditions set forth hereinabove and agrees to be bound by said terms and conditions.
In case of any discrepancy within the meanings between English and other translated versions of this Agreement, the English version of this Agreement shall prevail.