DoCircle, Inc. dba Trumpia.com Affiliate Partner Program Service Agreement

Transcription

1 DoCircle, Inc. dba Trumpia.com Affiliate Partner Program Service Agreement Please read the entire agreement. You may print this page for your records. This Affiliate Partner Program Service Agreement (the "Agreement") is made by and between DoCircle, Inc. dba Trumpia.com (hereinafter Trumpia, us, we, our ) and you, as an Affiliate Partner ("you", "your", yours, "Affiliate") utilizing, promoting, and offering Trumpia s services. Please read this Agreement carefully and in its entirety. You must agree to abide by the terms and conditions contained in this Agreement in order to participate in Trumpia s Affiliate Partner Program ( Program ). By signing this Trumpia s Affiliate Partner Program Service Agreement, you indicate your acceptance of this Agreement and its Terms and Conditions. If you do not accept this Agreement, you may not partner with Trumpia as an Affiliate. DEFINITIONS "Affiliate" means an individual or business generating their own traffic and thus rewarded for legitimate sales. Affiliates use Trumpia to gain tracking, reporting, and receipt of commission payment. Trumpia Multi-Mode Account is any account wherein the pricing is advertised on our pricing page located at "Visitor" means any person, or user that is directed to Trumpia s website from an Affiliate s unique URL link or uses Affiliate s promoter code. "Commission" is defined as either a percentage of a total sale amount or as a set flat rate per sale. "Payout" means the act of paying an Affiliate their accumulated commission. "Link" means a hyperlink placed on the internet by Affiliate that when clicked on sends a visitor to Trumpia s website via redirection. Links may take many forms - including videos, text, banners, a product image, buttons, or any other format acceptable to Trumpia. "Void" means a reversal of a commission or payout previously earned for a sale that is later rescinded or corrected by Trumpia. Trumpia may void transactions in the case if they are fraudulent, duplicate transactions, or other valid reasons. Lock Period means a period of time between the date a commission is earned and then it being eligible for payout. PRIVACY POLICY Trumpia respects the privacy of its Affiliates and will not disclose personal information to third parties without the expressed permission of you and your company. If you have any questions please contact Affiliate@MyTrumpia.com. 1

2 AFFILIATE OBLIGATIONS To sign up as an Affiliate of Trumpia and use our service as an Affiliate Partner you must be at least 18 (eighteen) years of age, own an bank account, and supply a valid tax-id when requested, which may be your social security number for individuals or a federal tax-id for corporations or entities and a checking or savings account. The following types of sites are not allowed to participate in Trumpia s Affiliate Partner Program: adult sites, sites that display adult banners, sites that promote violence, bigotry, or hatred. Sites that promote illegal activity, including but not limited to shareware, hacking sites, and drug use. As part of the registration process, you will select a username and password combination that you will use to access your Affiliate Dashboard within the service. You shall provide Trumpia with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to your true identity. You agree that Trumpia may rely on any data, request, notice, or instruction furnished to Trumpia by you which is reasonably believed by Trumpia to be genuine and to have been sent or presented by a person reasonably believed by Trumpia to be authorized to act on your behalf. You shall notify Trumpia by at Affiliate@MyTrumpia.com of any known or suspected unauthorized uses of your account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your username and password. You shall be responsible for maintaining the confidentiality of your username and password and you are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by you to use your account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by Trumpia and referral to the appropriate law enforcement agencies. We strongly advise Affiliates to stay compliant with the Federal Trade Commission (FTC) guidelines on testimonials and endorsements. All endorsements, reviews, testimonials of Trumpia s products and services, as well as relationships, between other types of content websites (forums, blogs, microblogs, and other Social Media channels) and Trumpia must be clearly disclosed in a separate policy on the affiliate site. The FTC points out that when there exists a connection between the endorser and seller of the advertised product it is imperative that such a connection is fully disclosed. The FTC deems the Affiliate Partner relationship in an endorser-sponsor light and believes that the end user has the right to understand that one exists. Complete guidelines can be viewed at Trumpia shares the undergirding idea of this approach and strongly encourages affiliates to adhere to the FTC s rules. We also reserve the right to terminate our relationship with any non-compliant affiliates. CHANGES TO THE PROGRAM We reserve the right to change, modify, add, or remove portions of this agreement at any time and may add to, change, suspend, or discontinue any aspect of the program at any time. In the event of any material change, we will notify you via , newsletter, or the Trumpia website at least thirty (30) 2

3 days prior to any such changes taking effect, at which time you may either agree to such changes or withdraw from the Program. ACCEPTED USE You represent to Trumpia that all content you provide to the Program is solely owned by you or provided by you with the express authority of the company you represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate of the program any content, or website that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent, or violates any law. As Trumpia may not review all information provided by you, you shall remain solely responsible for your content and website. As an Affiliate, you may not artificially inflate trial account sign-ups on Trumpia s site using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects. Any link placed must be done in such a way that it is not misleading to any visitor and done with the intention of delivering valid sales to Trumpia. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made or to make sure that your links to our website are appropriate and to notify you further of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation the Program. TRUMPIA RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS AN AFFILIATE. If you are terminated from the program, Trumpia has the right to withhold money you earned within the program and you will not be allowed to re-join Trumpia s Affiliate Partner Program. AFFILIATE PAYMENT You will receive a commission for any authorized sale of Trumpia Multi Mode and White Label Reseller accounts via your links and promo code. Please see the attached Exhibit A for commission schedule and terms. You will be given your own Affiliate Dashboard by which you may access using your Trumpia Username and Password. From the Dashboard, you will be able to receive reports describing our calculation of the commissions due to you. Affiliate is only entitled to a commission for current accounts. Once an account is cancelled, suspended, or deleted, Affiliate is no longer entitled to a commission for the cancelled, suspended, or deleted account. Commission earned while the account was current will remain in the Affiliate Dashboard for 3

4 payout. If the account becomes current again, Affiliate will begin earning commission on the account again. All commissions are subject to a lock period of 45 days before they are eligible for payout. Once your eligible accrued commission reaches $100 or more, you may request a payout through your Dashboard once per month. Payment requests are initiated by you through the Affiliate Dashboard and will be sent within seven (7) business days of your request. Payments are made by direct deposit. Your commission does not accrue interest. If a sale is voided within the timeframe that commission is calculated, commissions will be voided as well. The voided commission will be immediately deducted from your account balance. Once commissions are paid on a sale they are final and there will not be any charge backs. LINK PLACEMENT As an Affiliate of the Service, you may place and remove your Trumpia Affiliate Link on your site and in acceptable locations. Place banners on your site as you see fit, or within non-spam s. Adult, hate, or other related sites and s are not allowed. Any page that contains Trumpia links, banners, or code must be written in English. Spamming is unacceptable and we will terminate your account on the first offense. Do not send to lists or groups you do not have permission to send to. Again, we WILL terminate your account on the first offense. Affiliate accounts that are left inactive will be removed from our system. An inactive Affiliate account will be defined at Trumpia s discretion, as any account that has not been logged into for an extended period of time, or has not had any transactions posted to that account for six consecutive months. Any balances on such said account will be paid within the final week of the January after the cancellation calendar year ends. NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, guestbooks etc. are NOT allowed. NOT ALLOWED: Any third party advertising platforms that use a desktop application to display ads in any form. SERVICE AND SUPPORT Trumpia provides support for the program as indicated on our website. Additionally, questions and comments may be sent directly by sending an to Affiliate@MyTrumpia.com 4

5 CONTACT In order to keep you up to date, Trumpia reserves the right to send to you for the purposes of informing you of applicable changes or additions to the program or any Trumpia related products and services. LIMITED WARRANTY The Trumpia online software multi-channel platform, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TRUMPIA DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, TRUMPIA SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. Trumpia will make reasonable commercial efforts to keep its service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold Trumpia, its employees, authorized representatives or successors, liable for any of the consequences of such interruptions. TRUMPIA SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEBSITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. TRUMPIA SHALL HAVE NO LIABILITY WITH RESPECT TO OUR OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF WE HAVE BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY TRUMPIA AS A DIRECT RESULT OF THIS AGREEMENT. LIMITATION OF LIABILITY TRUMPIA, ITS EMPLOYEES, SUPPLIERS, RESELLERS, OR SUCCESSORS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE TRUMPIA SERVICE OR ANY INFORMATION PROVIDED ON THE TRUMPIA WEB SITE OR ANY OTHER HYPERLINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF TRUMPIA OR A TRUMPIA AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM 5

6 ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEBSITE OR ANY HYPERLINKED WEBSITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, TRUMPIA'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY. You agree that Trumpia, although the provider of the program and service, has no responsibility or liability as a result of your placement of authorized Links from your website, and you severally agree to indemnify, defend, and hold harmless Trumpia and its affiliates, officers, directors, employees, agents, and successors from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any offer or any other matter related to this agreement or the subject matter hereof and any dispute relating thereto. Trumpia agrees to indemnify, defend, and hold harmless Affiliate and its officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to Trumpia s gross negligence or willful misconduct in performance of the program, services, or its breach of this agreement. NON-DISCLOSURE Trumpia acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("confidential information") of your company. Trumpia agrees not to disclose or disseminate confidential information without your prior expressed written consent. The term "confidential information" shall not include information that is or becomes part of the public domain through no action or omission of Trumpia, that becomes available to Trumpia from third parties without knowledge by Trumpia of any breach of fiduciary duty, or that Trumpia had in its possession prior to the date of this Agreement. Trumpia does not collect information about customer transactions, other than what is passed to us through the installed tracking code and displayed on your own transaction reports within your Affiliate dashboard. Any information we receive is used solely for tracking and commission payment purposes. Trumpia reserves the right to utilize this data in aggregate to analyze service trends, monitor service efficiencies, and perform such other analysis as Trumpia deems appropriate. OWNERSHIP AND LICENSES You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Trumpia s provided trademarks and banners. All images, technology and content provided for your use is and shall remain the sole property of Trumpia, and no part thereof shall be deemed assigned or licensed to you except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent 6

7 rights or applications, trade names and service marks related to the foregoing shall remain Trumpia s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content, or any of the images provided to you in any way. Trumpia may immediately terminate your license to use the marks if Trumpia reasonably believes that such use dilutes, tarnishes, or blurs the value of their marks. You acknowledge that your use of the marks will not create in you, nor will you represent that you have, any right, title or interest in or to the marks other than the license granted by Trumpia as noted above. You will not challenge the validity of or attempt to register any of the marks or your interest therein as a licensee, nor will you adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge Trumpia s ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of Trumpia. Trumpia reserves the right to terminate this Affiliate Partner Agreement if violation is not corrected to the satisfaction of Trumpia. REPRESENTATIONS Trumpia makes no representations whatsoever about any other website which you may access through the service. In addition, a link to a non-trumpia website does not mean that Trumpia endorses or accepts any responsibility for the content or the use of such Web site. NON-ASSIGNABILITY Affiliate or Trumpia may not assign this Agreement to any successor or affiliate without a thirty (30) day written notice to the other party and mutual agreement between both parties. FORCE MAJEURE Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause which is beyond the reasonable control of such party. JURISDICTIONAL ISSUES This Agreement sets forth the entire agreement between Trumpia and Affiliate. This Agreement shall be construed under the laws of the State of California, both procedural and substantive. Any and all disputes arising out of or in any way related to this Agreement, including without limitation, fraud in the inducement of this Agreement, or relating to the general validity or enforceability of this Agreement, shall be submitted to final and binding arbitration before an arbitrator of the American Arbitration 7

8 Association in Orange County in accordance with the rules of that body. The award rendered by the arbitrator shall be final and binding on the Parties and shall be deemed enforceable in any court having jurisdiction thereof. The prevailing Party shall be entitled to recover from the non-prevailing Party the reasonable attorneys fees, expenses and costs incurred by the prevailing Party in any arbitration. The arbitration shall be heard by a single arbitrator who shall by training, education, or experience have knowledge of the general subject matter of this Agreement. The arbitrator shall have only the power to award damages, injunctive relief and other remedies to the extent the same would be available in a court of law having jurisdiction of the matter, except that the arbitrator shall not have the power to vary the provisions of this Agreement. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. If any portion of this Agreement is found to be illegal or unenforceable, such action shall not affect the validity or enforceability of the remaining paragraphs or subparagraphs of this Agreement. MISCELLANEOUS This Agreement represents the complete agreement concerning this license and may be amended only in writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. ACCEPTANCE OF AGREEMENT Affiliate affirms that no promise or inducement was made to cause him or her to enter into this Agreement, other than the releases described above. Affiliate further confirms that he or she has not relied upon any other statement or representation by anyone other than what is in this Agreement as a basis for this Agreement. The undersigned agrees to the terms of this Agreement and voluntarily enters into it. Signed: Affiliate Partner Date: Printed Name: Username: Promo Code: 8

9 Exhibit A: Commission Schedule & Terms Plan Type Commission Rate Term Details Retail Multi-Mode 20% Commission is earned for the life of the account. No Account of monthly fee revenue cap. Current pricing of Multi-Mode accounts can be found at White Label Reseller 20% Commission is earned for the life of the account. No Monthly Payment of monthly fee revenue cap. White Label Reseller 20% One-time payment. Commission is calculated from Bulk-Purchase Buy-In of Text Credit Bulk- the initial buy-in payment. Revenue cap for each Purchase Price account is 20% of the initial buy-in payment. 9