This is an Agreement between You and On10 Digital. Please read these terms carefully.

By clicking on the “I accept” button at the end of these Terms and Conditions you are agreeing that you have read and understood these Terms and conditions and that you agree to be legally responsible for each and every term and condition herein.

Definitions

Throughout the following Agreement, the following definitions will apply.

Abandoned Affiliate Account means any Affiliate account whose Affiliate Dashboard has not been logged into for a period of 6 months and/or has no transactions posted during a period of six months.

Agreement refers to these Terms and Conditions between you and On10 Digital.

Commission refers to the amount earned from successful purchases of the On10 Digital Services through referral by Affiliate.

Customer(s) shall mean any legal entities which are potential end users of Services.

Affiliate “you”, “your”, “yours” means the legal entity agreeing to participate in the Affiliate Program, and who will legally be bound by the terms and conditions herein.

Affiliate dashboard refers to the online location (on10digital.rewardful.com) through which the Affiliate can manage the Affiliate Program and accept these Terms and Conditions.

Affiliate Program Manager means the individual or individuals who has the legal authority from On10 Digital to manage and represent its interests in the Affiliate Program.

Affiliate Program refers to the Affiliate Program operated by On10 Digital and specified in these Terms.

Services shall mean On10 Digital analytics and reporting services that help customers collect their online data and create reports.

On10 Digital Website(s) refer to on10digital.com or any of its subdomains.

User refers to the Affiliate website visitor who may or may not click a Affiliate link and be directed to the On10 Digital Website to purchase products from On10 Digital.

1. Scope

1.1 These Terms and Conditions (the “Terms”) constitute the entire Agreement between You and On10 Digital (”On10 Digital” or “we,” “our” or “us”), regarding your participation in the On10 Digital Affiliate Program specified in these Terms. This Agreement supersedes all prior agreements and communications of the parties, oral or written.

1.2 Subject to the terms and conditions set forth herein, On10 Digital hereby appoints Affiliate as On10 Digital’ non-exclusive sales intermediary towards the Customers for the Services, and the Affiliate hereby accepts such appointment. Affiliate shall make introductions with potential Customers and discover opportunities that result in a sale.

2. Grant of licenses

2.1. Subject to compliance with these Terms, we grant to you a non-exclusive, non-transferable, revocable right to (i) promote, market and distribute the Service (ii) access our site through Affiliate/referral links solely in accordance with this Agreement and (iii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of On10 Digital and the goodwill associated with it will inure to the sole benefit of On10 Digital.

2.3. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in any negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Affiliate Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

3. Affiliate obligations

3.1 To enroll in our Affiliate Program, you must:

1. be at the age of majority in your jurisdiction or the age of 18 whichever is greater;
2. have the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth herein;
3. complete and submit the online application through the On10 Digital website;
4. be accepted by On10 Digital into the Affiliate Program.

3.2 Affiliate’s main task is to operate as a marketing or sales promoter on behalf of On10 Digital and to introduce  potential Customers or lead them directly to our website. Affiliate may act as a sales promoter either by i) using a Affiliate link on its website, or ii) referring the potential Customer and the sales opportunity to On10 Digital.

3.3  On10 Digital may choose at its discretion to auto-approve your application. We reserve the right at our sole discretion to reject your membership in our Affiliate Program or re-evaluating your application at any point in time. This is especially true if the Affiliate’s website or promotional materials breach any of the points set out in section 3.5.

3.4. As a Affiliate, you shall have the right to obtain Service information and other marketing material from On10 Digital and to market and promote such Services to Customers, make introductions with Customers and discover opportunities that may result in a sale. As a member of the Affiliate Program, you will be granted access to the Affiliate Dashboard. Here you will have an option to review the details of our Affiliate Program including our promotional materials, such as Affiliate links to web pages within the On10 Digital Website and banner creatives. You will be free to browse and get tracking codes for our deals if and when they are available. In order for us to accurately keep track of all guest visits from your site to the On10 Digital Website, you must use the Affiliate link that we provide for each banner, text link, HTML code or any other promotional material listed.

3.5 Affiliate agrees that their website, service or correspondence does not contain any materials that in On10 Digital’ sole discretion are considered to:

1. Promote adult content, including nudity, sexual terms and/or images of people in positions or activities that are excessively suggestive or sexual, or provocative images in violation of legislation in your local jurisdiction;
2. Includes violent, obscene, defamatory, libelous, slanderous and/or unlawful content;
3. Promote hate speech, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of such individual or group;
4. Incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
5. Includes “On10 Digital” or variations or misspellings thereof in its domain name and as keywords in PPC campaigns
6. Promote political or religious agendas and/or any known associations with hate, criminal and/or terrorist activities;
7. Promote gambling, including without limitation, any online casino, sports books, bingo, or poker;
8. Contain software downloads that potentially enable diversions of commission from other Affiliates in our program;
9. Make representations through domain name, code, designs, imagery, video, text or otherwise that makes your website resemble the On10 Digital Website in a manner which leads customers to believe you are the On10 Digital Website, business or a legal representative of On10 Digital in any way. Creation of separate websites to solely promote On10 Digital products and services requires a prior written approval from a Affiliate Program Manager.
10. Offer rebates, coupons, or other form of promised kickbacks from your Commission as an incentive. Adding bonuses or bundling other products with On10 Digital, however, is acceptable, if prior permission is received from the Affiliate Program Manager.
11. Make false claims and promote non-existing discounts, coupons, bargains or use other misleading strategies to gain traffic through the Affiliate links.
12. Promote any special deal or offer in a way that contradicts the arrangement set forth by the Affiliate Program Manager when offering such a deal to you.
13. Generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set Affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Affiliate program links must direct users to the On10 Digital website.

3.5.1 We do not work with discount, cashback or coupon websites. Any discounts provided to Affiliates must not be displayed publicly. The coupon code can only be applied to first-time purchases made on the On10 Digital website directly. If a non-coupon, cashback or discount website displays a coupon or a discount, after receiving prior consent from a Affiliate Program Manager, user must be able to see such coupon/deal/savings information and details before a Affiliate cookie is set (i.e. “click here to see coupons and open a window to the On10 Digital website” is NOT allowed).

3.5.2 Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the On10 Digital Website or sets a cookie. Affiliate with such text will be removed from the program immediately.

3.5.3 Affiliate may not bid on or use phrases, such as On10 Digital Coupon(s), On10 Digital Discount(s) or other phrases implying coupons are available. Any misspellings of our brand name in combination with coupon/deal/savings or any synonyms or similar alterations of these words are also strictly prohibited.

3.5.4  Affiliate may not use misleading text on Affiliate links, buttons or images to advertise anything besides currently authorized deals to the specific Affiliate. The commercial purpose of the Affiliate’s marketing efforts must be clearly identifiable. The Affiliate shall not disguise its Affiliate marketing efforts as consumer recommendations or as similar non-commercial messages.

3.6. The Affiliate is solely responsible for the maintenance and information updates on its website. For example if On10 Digital’ pricing policy changes, it will be up to the Affiliate to update this information. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

3.7. While this Agreement remains in force, Affiliate shall serve On10 Digital in good faith, in compliance with all applicable regulations and high ethical standards, and with all due diligence observe all reasonable instructions given by On10 Digital and act in On10 Digital’ interest.

3.8 As a Affiliate, you can only create and use one (1) account. You can list multiple domains within one account, but only one account is allowed.

3.9 Self-referrals for Affiliate purchases are strictly prohibited. This means that you cannot refer yourself, your immediate family or the company you work for by using your Affiliate link. You will not receive a Commission on any purchases made by yourself for your own use, your immediate family members or the company you work for.

3.10 If your account was terminated as set forth in section 5.5, you may not create another account in our Affiliate Program.

4. On10 Digital rights and obligations

4.1. We reserve the right to monitor your site at any time to determine whether you are following these Terms. We may inform you of any changes to your site that we feel you should make, or to ensure that your Affiliate links to the On10 Digital Website are placed appropriately and to notify you of any other changes that we feel should be made. Failure to make the changes to your website that we feel are necessary within reasonable time, but no longer than thirty (30) days, constitutes a material breach of this Affiliate Agreement.

4.2 We reserve the right to remove Abandoned Affiliate Accounts from our system if their balance is equal to or less than $50 after a 6 month period of inactivity. In this case any accumulated commissions below $50 (minimum payout threshold) will be forfeited.

5. Term and termination

5.1 This Agreement shall take effect upon our acceptance of your Affiliate application and shall remain in effect until terminated in accordance with this section 5. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice. Written notice can be sent by email to either party, or through any appropriate mechanism in the Affiliate Dashboard.

5.2 On10 Digital may terminate this Agreement or terminate or suspend any access to the Affiliate Program with immediate effect and without prior notice in the following circumstances:

1. If Affiliate commits fraud or abuses this Affiliate Program in any way (including violations of section 3.5 and section 8). If such fraud or abuse is detected, On10 Digital shall not be liable to you for any Commissions for any fraudulent sales/sales based on abuse.
2. If Affiliate commits a material breach of its obligations under this Agreement.

5.3 If the Agreement is terminated in accordance with section 5, On10 Digital shall not be liable to pay any Commission to you after the termination of the Agreement.

6. Modification

6.1 We can change the content of these Terms at any point in time. In such an event, you will need to comply with a revised version of these Terms when prompted to do so in the Affiliate Dashboard. If any modification is unacceptable to you, your only option is to end your association with the Affiliate Program by closing your account. If you do not accept the modified Affiliate Program Terms within thirty (30) days of the update, we reserve the right to terminate your Affiliate account.

6.2 Continued participation in the Affiliate Program will indicate your agreement to the changes and your adherence to any modified Terms.

7. Commission payment

7.1 Affiliate will be entitled to Commission in accordance with this section 7. Commissions are paid depending on whether Affiliate is  i) using a Affiliate link on its website, or ii) referring the potential Customer and the sales opportunity to On10 Digital.

1. If a Affiliate is using a referral link on their website, and the referral purchases a On10 Digital product or service with that referral link from the On10 Digital website, then On10 Digital shall pay a recurring Commission on all such purchases that were completed by a referral from the website.
2. If a Affiliate has referred a potential Customer to On10 Digital, then On10 Digital shall pay a Commission to the Affiliate. Affiliate is entitled to the Commission if Affiliate has referred the Customer and the sales opportunity to On10 Digital, provided that this referral doesn’t breach any limitations set forth in clause 7.4.

7.2. The Commission amounts are set out on the Affiliate Dashboard. Commission amounts per product/service sold may be changed by On10 Digital at any time. You are solely responsible for determining if the Commission amount for a Affiliate link you have placed on your website has changed or been discontinued.

7.3. Accrued Commissions will be paid 30 days after the transaction that generated the commission. No Commission payment shall be made unless the total accrued unpaid Commissions exceed the minimum threshold of $50. The Commissions due are calculated in accordance with the statistics and balance that are collected, calculated and displayed on the Affiliate Dashboard. The only valid statistics used for determining Commissions will be those displayed in the Affiliate Dashboard.

7.4. For a Affiliate to receive a Commission, the Affiliate account must remain active for a minimum of two(1) month and ten (10) days, as Commissions accumulated in the current month are paid on the 10th date of the upcoming month. Every generated Commission will be displayed as “Pending Approval” in the Affiliate account for seven (30) days. If the purchaser is not an existing customer, does not request a refund, if the Commission was not a result of a self-referral and doesn’t breach any other terms of this Agreement, the Affiliate will see such payment in “Current Commissions” as “Approved – Pending Payment”. Notifications about created, approved and disapproved commissions are also sent through email. We also reserve the right to decline a commission, if we are already working with that referral or if they were introduced to us earlier by another Affiliate or channel.

7.5. Affiliate is responsible for any and all charges, fees, taxes, exchange rates, surcharges and other expenses arising out of the Affiliate relationship with On10 Digital including those incurred in order to receive commissions.

7.6. Available payment options for Commissions are described in the Affiliate Dashboard, any other payment options may be declined for use at our discretion. Our primary payout option is PayPal. However, if you are planning on generating a large volume of sales, wire transfers can also be arranged. Please email us at Affiliates@on10digital.com, if you wish to discuss this payment option.

7.7. Any Commission paid to the Affiliate by On10 Digital under this Agreement shall represent the Affiliate’s sole remuneration from its activities and unless otherwise agreed, Affiliate shall not be entitled to reimbursement by On10 Digital of any costs or expenses incurred by Affiliate in connection with its duties under this Agreement. Representative’s right to receive commission shall be valid for the term of this Agreement.

8. Affiliate promotional materials

8.1. You are free to promote what you deem appropriate on your own website(s), but any promotion that mentions On10 Digital and any associated trademarks may be perceived by the press or the public as a joint effort. You should therefore note that certain forms of advertising are always prohibited by On10 Digital. Any promotions by Affiliate should never contravene promotional laws in their location.

8.2 Advertising commonly known as “spamming” is inappropriate and unacceptable to us and constitutes a material breach of this Affiliate Agreement. Other prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. Additionally, you may not advertise in any way that effectively hides or misrepresents your own identity, your domain name, or your email address. You may use emails or other messages to customers to promote On10 Digital’ Services if the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings and such emails or other messages are otherwise sent in compliance with the laws applicable to them.

8.3 In any direct marketing messages sent by the Affiliate, the Affiliate must identify itself and its contact details. Affiliate warrants that it complies with applicable data protection legislation including General Data Protection Regulation (EU) 2016/679 when processing personal data. Furthermore, Affiliate warrants that it has informed data subjects about their personal data processing including possible disclosures and it has obtained data subjects’ consents to the processing of those personal data if required by applicable data protection legislation.

8.4 Also, you may only post to newsgroups to promote On10 Digital’ subscription if the news group specifically welcomes commercial messages. You must always clearly represent yourself and your websites as independent from On10 Digital.

8.5. Affiliates that bid in their pay-per-click campaigns on keywords such as On10 Digital.com, On10 Digital, On10 Digital coupons, On10 Digital Discounts, super metrics, www.on10digital, Data Grabber and/or any misspellings or similar alterations of these – be it separately or in combination with any other keywords – and do not direct the traffic from such campaigns to their own website prior to redirecting it to our website, will be considered to be in material breach of the Agreement. In order to use any On10 Digital related keywords through paid advertising you need prior approval from one of On10 Digital Affiliate managers. Using “doorway pages” in such instances or overall as part of On10 Digital promotional activities is also strictly prohibited.

8.6. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited the On10 Digital Website (i.e., no page from our site or any On10 Digital’ content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware” and “Parasitic Marketing” shall mean an application that:

(a) through accidental or direct intent causes the overwriting of Affiliate and non-Affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email;

(b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given Internet search and directory engines (services referred here as examples include, but are not limited to, Google, MSN, Bing, Yahoo, Overture, AltaVista, Hotbot);

(c) set commission tracking cookies through loading of On10 Digital site in IFrames, hidden links and automatic pop ups that open on10digital.com’s site;

(d) targets text on websites, other than those sites 100% owned by the application owner, for the purpose of contextual marketing; or

(e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100% owned by the owner of the application.

9. Warranties and disclaimer of warranties

9.1 You represent and warrant that:

1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
2. You have the full right, power, and authority to enter into and be bound by these Terms and to perform your obligations under this Agreement, without the approval or consent of any other party;
3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

9.2 ON10 DIGITAL MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ON10 DIGITAL SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF ON10 DIGITAL’ ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

10. Limitations of liability

10.1 To the extent permitted by law, we will not be liable to you with respect to any subject matter of this agreement under any contract, negligence, tort, strict liability or other legal or equitable theory for any indirect, incidental, consequential, special or exemplary damages (including, without limitation, loss of revenue or goodwill or anticipated profits or lost business), even if we have been advised of the possibility of such damages. Further, notwithstanding anything to the contrary contained in this Agreement, in no event shall On10 Digital’ cumulative liability to you arising out of or related to this Agreement, whether based in contract, negligence, strict liability, tort or other legal or equitable theory, exceed the total Commission fees paid to You under this Agreement during the preceding three (3) months period.

11. Indemnification

11.1 Affiliate will defend, indemnify and hold harmless On10 Digital, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, Affiliates, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on

(i) any claim that our use of the Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party,

(ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or

(iii) any claim related to your site, including, without limitation, content therein not attributable to us.

12. Confidentiality

12.1 All information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement in whatever form that is either marked as confidential, or that should reasonably be understood to be confidential by its nature or circumstances in which the information or material is disclosed (“Confidential Information”), will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such Confidential Information of the other party without express written permission of the disclosing party.

13. Miscellaneous

13.1. You certify that you are an independent contractor, and as such, nothing in this Agreement will create any Affiliateship, joint venture, agency, franchise, sales representative, or employment relationship between you and On10 Digital. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website or any other website or otherwise, that reasonably would contradict anything in this Section.

13.2 The parties note that the Affiliate is free to determine the essential means of processing personal data relating to its Affiliate marketing activities. For instance, whether or not the Affiliate targets any identified or identifiable natural persons as a part of its marketing efforts, or otherwise processes personal data for Affiliate marketing purposes, is solely determined by the Affiliate. As a consequence, the Affiliate serves as a data controller with regard to any personal data processed by it for the purpose of the conclusion and performance of this Agreement.

13.3. Neither party may assign its rights or obligations under this Agreement to any third party without the express written consent of the other party, except to a party who obtains all or substantially all of the business or assets of a party to this Agreement.

13.4. This Agreement shall be governed and construed in accordance with the laws of United States, without giving effect to principles of conflicts of law or to the Convention on Contracts for the International Sale of Goods. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be brought in the state courts of Hillsborough County, Florida or in the United States District Court for the District of Florida. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms of Use.

13.5. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

13.6.  The section headings and titles in these Terms are for convenience only and have no legal or contractual effect.

13.7. Any provision of these Terms that is found to be invalid, unlawful, or unenforceable will be severed from these Terms, and the remaining provisions of these Terms will continue to be in full force and effect.