Affiliate Program Operating Agreement This Affiliate Program Operating Agreement (the "Agreement") is made and entered into by and between Ewayads ("Ewayads LLC" or "we"), and you, ("you" or "Affiliate") the party submitting an application to become a Ewayads affiliate). The terms and conditions contained in this Agreement apply to your participation with account.Ewayads.com ("Affiliate Program"). Each Affiliate Program offer (an "Offer") may be for any offering by Ewayads or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.
2.1.1. We will make available to you via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Web Site.
2.1.2. We will pay Affiliate for each Qualified Action (the "Commission"). A "Qualified Action" means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by Ewayads and (v) is interested in product or service provided by Program, (vi) is not later determined by Ewayads to be fraudulent, incomplete, unqualified or a duplicate.
2.1.3. We will pay you any Commissions earned monthly, after 30 days form the end of corresponding month, provided that your account is currently greater than $50 (for Check and PayPal payments) and $500 (for Bank Wire payments). Accounts with a balance of less than $50 will roll over to the next month, and will continue to roll over monthly until $50 (or $500 if Bank Wire payment is set) is reached. We reserve the right to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
2.1.4. Payment for Commissions is dependent upon Clients providing such funds to Ewayads, and therefore, you agree that Ewayads shall only be liable to you for Commissions to the extent that Ewayads has received such funds from the Clients. You hereby release Ewayads from any claim for Commissions if Ewayads has not received such funds from the Clients.
2.1.5. Ewayads shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Ewayads in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to Ewayads in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide Ewayads with Affiliate's reports within three (3) days after 30th day of the calendar month, and if Ewayads's and Affiliate's reported statistics vary by more than 10% and Ewayads reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then Ewayads and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then Ewayads's numbers shall govern.
2.1.6. If Affiliate has an outstanding balance due to Ewayads under this Agreement or any other agreement between the Affiliate and Ewayads, whether or not related to the Affiliate Program, Affiliate agrees that Ewayads may offset any such amounts due to Ewayads from amounts payable to Affiliate under this Agreement.
2.2.1. Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
2.2.2. Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Ewayads informs you that it considers objectionable (collectively, "Objectionable Content").
2.2.3. Not make any representations, warranties or other statements concerning Ewayads or Client or any of their respective products or services, except as expressly authorized herein.
2.2.4. Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by Ewayads or Clients or a part of the Program Web Site, without prior written permission from us.
2.2.5. Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.
2.2.6. Comply with the terms, conditions, guidelines and policies of any third party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services and ad networks.
2.2.7. Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Affiliate Program and the provision of such personally identifiable information to Ewayads and Clients for use as intended by Ewayads and Clients.
2.2.8. Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Ewayads or Client, or as required by applicable laws regarding such Offers.
2.2.9. Make sure to not place Ewayads ads on any online auction platform (i.e. eBay, Amazon, etc).
2.3.1. Email Campaigns. For all email campaigns, Affiliate must download the "Suppression List" from the Offers section of Ewayads. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. Ewayads will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to Ewayads at support@Ewayads.com. Affiliate's emails containing the Links may not include any content other than the Links, except as required by applicable law.
Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Affiliate Program, possible legal action and any other rights or remedies available to Ewayads pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail or market to any suppression files generated through the Ewayads network, and that doing so may result in Commission withholdings, removal or suspension from the Affiliate Program, possible legal action and any other rights or remedies available to Ewayads pursuant to this Agreement or otherwise.
2.3.2. Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Ewayads in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end-user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-english end user license agreement and the software be easily removed according to generally accepted methods.
2.3.3. Mobile CPI Campaigns. Conversion Rate for not-incentive campaigns have to be less than 3%. Conversion Rate for incentive campaigns have to be less than 15%. Retention Rate on second day after application installation, for not-incentive campaigns have to be 25% or more, even it is not stated in campaign's description.
2.3.4. Affiliate Network Campaigns. For all Affiliate's that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the "Network") for access and use by those affiliates in Affiliate's Network (each a "Third Party Affiliate"). Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Ewayads the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of Ewayads in the Network upon written notice from Ewayads. Unless Ewayads has been provided with all truthful and complete contact information for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by Ewayads, Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.
Except as otherwise provided in this Agreement or with the consent of Ewayads, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Affiliate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
Affiliate agrees that in case of blocking his account due to any kind of fraud or cheating, his personal information may be shared to a third party without his permission.
Affiliate shall be responsible for the payment of all attorneys fees and expenses incurred by Ewayads to enforce the terms of this Agreement. This Agreement contains the entire agreement between Ewayads and Affiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees that Ewayads shall not be subject to or bound by any Affiliate insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Ewayads "clicks through" or otherwise indicates its acceptance thereof. Affiliate may not assign all or any part of this Agreement without Ewayads's prior written consent. Ewayads may assign this Agreement at any time with notice to Affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
By submitting and application to Affiliate Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. This Agreement was last revised on 2016/12/25