To be an authorized affiliate of Exodus Ltd. (“Company” or “we” or “our”), you (“Affiliate”) agree to abide by the terms and conditions contained in this agreement. Please read this agreement carefully before registering and signing on as an affiliate. By signing up for this Affiliate Program, you are agreeing to accept this Affiliate Program Agreement and its terms and conditions. If you sign up on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.
This Affiliate Program Agreement (Agreement”) is subject to change at any time, without prior notice. You are responsible for reviewing this Agreement on a regular basis. Any changes that are made to this Agreement will not apply retroactively and will not apply to disputes or events that occurred before the change was published.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION.
a. All sales are tracked using visitor IP and/or cookies. While this is the best method available, it is not perfect. We can only guarantee that sales will be tracked if the user's IP does not change or their cookies are not cleared. Affiliate will include all Site integration tags, tracking pixels and other tracking code ("Code") that we request, included any Code incorporated into the Links and/or Creatives. Affiliate may not alter the Code under any circumstances. If you alter, remove or disable any Code, you will not be paid for any net revenue that were or could have been attributed to that Code. In the event of a discrepancy in reporting, the tracking statistics and reports of Company shall control.
b. The first affiliate to refer a visitor gets credit for the sale. Multiple affiliates will not be paid for the same sale. Affiliates agree that in the event of a dispute regarding credit or payment, the sole determination of Company shall be final and binding. If a payment is refunded, then the commission for this payment will be removed from your account.
c. Only intentional clicks are allowed in the system. Forcing visitors to click a link, or using fake tracking pixels (also known as "cookie stuffing"), or any other means to register unsuspecting visitors in the system is strictly prohibited. Accounts using such methods will be terminated without warning and all revenues will be forfeited. This includes, but is not limited to, the use of: Auto-Hit or Auto-Surf programs, displaying affiliate tracking URL within an iframe or image src, automatic pop-ups or automatic redirects to affiliate URL's without action by the visitor, or any other method meant to automatically track a visitor in the affiliate system without an intentional click from an interested buyer. If Company believes that Affiliate has fraudulently added registrations by non-approved methods (as solely determined by Company in its judgment), Affiliate agrees the payout for all such fraudulent leads will be forfeited.
d. Visitors referred by Affiliates are tracked for a maximum period of 365 days. Visitors who are referred by Affiliate and make a purchase after this period will not be tracked, and a sale will not be awarded or compensated.
a. Payments are sent out at the end of each calendar month to Affiliates with a balance of $50.00 and above. No payments will be due or payable until an Affiliate has earned at least U.S. $50.00 hereunder. Payments are only made through PayPal. Therefore, you must have a valid PayPal email address assigned to your account to receive any payment.
b. Company shall pay Affiliate the agreed upon percentage of Net Revenue from customers. Company shall have the right at any time in its sole discretion to alter the percentage of Net Revenue paid to Affiliates, upon the provision of ten days’ prior notice. Net Revenue means the gross revenues actually received by Company due to Affiliate’s actions less taxes, refunds, rebates and any discounts given. Payment shall be made within thirty two (32) days after the last day of the month in which the Customer paid Company.
c. If you disagree with any compensation paid in connection with any month, you agree to notify Company within sixty days of payment for such month. Otherwise, you agree that any and all claims for underpayment for such month shall be waived. YOU AND COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
a. If we suspect that you are engaged in fraud of any kind, your account may be terminated without notice. Affiliates who have had their accounts terminated are not eligible to become affiliates thereafter. Accounts which refer customers using misleading or falsified information will be terminated. Lying to a potential customer in order to persuade them to purchase our products is strictly forbidden. Using illegal means of promotion, including (but not limited to) email SPAM is strictly prohibited. Accounts found to be promoting our products using methods that violate any Israeli law will be immediately terminated and removed from the system.
b. Only one person may use an account, and each person may only create one account. Creating multiple accounts is not allowed. Affiliates with multiple accounts will be terminated.
c. Company reserves the right in its sole discretion, and without any prior notice, to terminate your access to the Service for any or no reason, including your breach of this Agreement or a violation of the rights of another or the law.
Affiliate warrants and covenants on an ongoing basis that its web site(s) and marketing practices:
a. Do not violate any law or regulation governing (i) false or deceptive advertising, (ii) sweepstakes, or (iii) gambling;
b. Do not contain any trade disparagement or libelous, defamatory or infringing content; and (i) do not contain any machine-readable code that could be unintentionally downloaded onto a recipient's computer (such as a worm, virus, Trojan Horse or other self-executing program) and damage or takeover recipient's computer;
c. Do not offer incentives to users to click on ads or complete offers that award them cash, points, prizes or automatically enter them into contests, drawings or sweepstakes;
d. Comply with all Israeli laws regarding email marketing. If Company notifies Affiliate of its receipt of any complaint regarding Affiliate’s email practices, or alleged violations of email practices, Affiliate must respond to Company within forty-eight (48) hours of such notification and provide source information, including, but not limited to: (i) time, (ii) date, (iii), IP address, (iv) opt-in source, and (v) content of email message.
e. As a condition to your participation in the Affiliate Program, you agree that while you are an Affiliate, you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are an Affiliate. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (national, federal, state or otherwise) that govern marketing email, including without limitation all other anti-spam laws.
f. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
g. Affiliate’s websites do not contain any materials that are:
i. Obscene, or pornographic;
ii. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
iii. Graphically violent; or
iv. Solicitous of any unlawful behavior.
h. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s websites. Nothing on Affiliate’s websites infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.
i. Affiliate will not use the Promotional Materials in any manner other than those set forth above.
j. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
k. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s websites that reference Company or Company’s website unless Company gives prior written consent to the distribution of such materials. Affiliate will not use Company’s name (or any name that is confusingly similar to Company’s name) for any purpose on its websites, in its promotional materials, or in any other context except to promote Company’s website as specified in this Agreement. Affiliate will not register any domain name that incorporates Company’s name, or that is confusingly similar to Company’s name.
Affiliate shall indemnify Company and hold harmless and defend Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth herein. Affiliate shall also indemnify, defend and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.
Any information that Affiliate is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.
Company shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Company as set forth in this Agreement. Company shall not withhold any taxes from the Commissions paid to Affiliate.
Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement. COMPANY’S LIABILITY, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE, SHALL NOT EXCEED THE TOTAL SUM OF $100.00. THE LIMITATIONS OF LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE CONTRACT BETWEEN US AND YOU.
This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement. The individuals signing this Agreement represent and warrant that they are authorized to bind and do so bind the party on behalf of which they are executing this Agreement.
If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
a. This Agreement is entered into in the State of Israel. This Agreement shall be governed by and construed under the laws of the State of Israel.
b. Any claim or controversy arising out of or relating to the Agreement or to any acts or omissions for which you may contend we are liable, including but not limited to any claim or controversy ("Dispute"), shall be finally, and exclusively, settled by arbitration in Tel-Aviv, from which arbitration there shall be no appeal. The arbitration shall be held before one arbitrator under the Chamber of Commerce Arbitration rules in force at that time. The arbitrator shall be selected pursuant to the rules. The arbitrator shall apply the substantive law of the State of Israel. To begin the arbitration process, a party must make a written demand therefore. Each part shall bear its own costs and attorneys’ fees. Any judgment upon the award rendered by the arbitrators may be entered in a court of competent jurisdiction in Tel-Aviv. The arbitrator shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of arbitration under this Agreement with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved. THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING ARBITRATION. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING LEGAL ACTIONS. Unless both you and we otherwise agree, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE.
Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party.