MarketingPlex may offer you an opportunity to become an independent MarketingPlex Affiliate (“Affiliate”), wherein you have the opportunity to earn additional money for MarketingPlex accounts. Affiliate compensation is further discussed herein. See also MarketingPlex Terms of Service, which apply to you in your role as Affiliate, unless otherwise expressly provided in writing otherwise.
This Affiliate Agreement (“Agreement”) governs your activity, participation application, and any subsequent participation in, MarketingPlex’s Affiliate program. By clicking “I Accept the Terms and Conditions” and submit, you thereby accept the terms of this Agreement, you indicate that you have read and understood this Agreement, and agree that you are bound by its terms.
SECTION 1. PARTIES
All references to “MarketingPlex” or “We” herein mean and refer to MarketingPlex.com, a brand of Xonuox, Inc. All references to “You” and “Your” mean and refer to the person or entity who has executed this Agreement. MarketingPlex and You are each referred to herein as a “Party,” and collectively as the “Parties.”
SECTION 2. APPLICATION
You agree to provide all information reasonably requested by MarketingPlex in connection with Your Affiliate application to be considered, and You affirm that all information that You provide is truthful and accurate. You understand and agree that MarketingPlex retains sole and exclusive discretion to determine whether You qualify for participation in the MarketingPlex Affiliate program. Not everyone who applies for the MarketingPlex Affiliate program will qualify to participate. MarketingPlex may review the application, at our sole discretion, and may terminate Your Affiliate status at any time. The standard of qualifications required for an Affiliate may change, at our sole discretion, at any time.
SECTION 3. CONSENT TO BE CONTACTED
You expressly consent to be contacted at the email address and the phone number You provide in Your application about Your application and the Affiliate program, including through automated dialing systems, texts and artificial or pre-recorded messages. This consent shall be revoked only in writing.
SECTION 4. COMPENSATION
You will receive a unique Affiliate ID when you sign up as Affiliate at https://marketingplex.firstpromoter.com. The Affiliate ID will be incorporated within each URL which You will use to advertise MarketingPlex. You will have the opportunity to receive a commission for each sale (“Sale”) that is registered using Your Affiliate ID.
In the event that a potential new user (“Prospect”) has multiple Affiliate cookies (“Cookies”), the most recently acquired Cookie will determine which Affiliate is credited with a Sale. There are some products sold that do not have trial periods. Notwithstanding the foregoing, a Prospect user may inform MarketingPlex that the determination made by the most recently acquired Cookie incorrectly identified the Affiliate under which the Prospect User intended to sign up. MarketingPlex may move the Prospect user to an Affiliate of the Prospect User’s choosing only while the Prospect User is still in a trial period. In any event, no user may be moved more than one time from an Affiliate to another Affiliate. If a Prospect user signed up without any Affiliate for more than two (2) months, the Prospect user cannot choose to become affiliated.
Provided that the Sold Account (as defined below) remains in good status within forty-five (45) days from the Sale, Your commission is considered earned. You will earn commission for each Sold Account that generates a payment to MarketingPlex in a month (“Commission”) once considered sold as defined below. The Commission will be determined by MarketingPlex and may be changed from time to time depending on the quantity of sale, products, and other factors. Except as otherwise provided herein, Commission payments will be paid on the 15th of each month following MarketingPlex’s receipt of payment for a Sold Account, subject to the other terms of this Agreement. In the event the 15th of each month falls on a holiday or weekend, Commission payments will be paid on the business day preceding the holiday. All Commission payments are based on the amount of fees received by MarketingPlex, less sales taxes.
The amount of Commissions are as follows:
All Commissions are paid in U.S. Dollars (USD) or otherwise in currencies offered by the payment provider. Some payment methods may incur processing fees that may be deducted from Your Commissions. Your combined Commission must equal or exceed Fifty and 00/100 Dollars ($50.00) (USD) before You receive a payment from MarketingPlex. If Your combined Commissions in a 120-day period do not exceed $50.00 (USD) Your Commissions will not be paid and will be forfeited.
Once a Commission of $50 (USD) or more is earned, You will need to register with our third party payment provider to receive payment of Commissions. This means You are authorizing third party companies to contact You. Depending on your preferred method of receiving payment of Commissions from us, i.e. if you choose a different payment method other than PayPal, MarketingPlex or our third party payment provider may require You to submit a completed W-8 or W-9 tax form or any ancillary supporting documentation (the “required documents”) before processing any payment for Commissions. If You fail to submit the required documents, MarketingPlex or our third party payment provider may not process any payment for Commissions that were earned more than 120 days before submitting completed required documents. Applicable tax documents may be requested from you and You shall submit such documents upon MarketingPlex’s request. If You are not a resident of the United States, MarketingPlex may withhold tax (including, not limited to, VAT) where required by applicable law. You are solely responsible for complying with all tax laws in Your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with, the applicable governing body(ies).
Affiliates will not be earning any Commissions for payments made on Affiliate’s own user account(s). Affiliates are not permitted to open a MarketingPlex account under the name of another person or entity, under a fictitious name, or under any name merely for the purpose of obtaining Commissions or any other compensation. Affiliates are not permitted to offer cash rebates or other monetary incentives to obtain Sales unless specifically approve by MarketingPlex in writing.
Commissions are earned for transactions that actually occur between MarketingPlex and a Sale and in which payment is received by MarketingPlex. If refund/charge back occurs for a Sold Account, and if a Commission was paid to You for that Sold Account, such amount is considered unearned, and the Commission will be deducted from Your future Commissions.
Except as otherwise expressly provided to the contrary, the obligation under this Agreement to compensate Affiliate by MarketingPlex shall survive for only two (2) years from the date of Commission earned unless there is an amendment in writing and signed by both parties.
If MarketingPlex determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission will be considered earned for such Sale and, for past sales, such payment amounts shall be deducted from Your future Commissions or shall be refunded back to MarketingPlex. MarketingPlex may also terminate this Agreement immediately without any further liability to you.
SECTION 5. TERM AND TERMINATION
If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration and class action waiver provisions, and exceptions to arbitration. All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your MarketingPlex account.
SECTION 6. ADDITIONAL REPRESENTATIONS AND WARRANTIES
In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by the Federal Trade Commission (“FTC”), any other federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify MarketingPlex of the same within 24 hours. MarketingPlex, in its sole and exclusive discretion, may immediately terminate Your participation in MarketingPlex’s Affiliate program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.
You make representation and warranty to comply by all terms and condition of appendix, Privacy Procedure, keep it confidential, no disparaging.
SECTION 7. ENTIRE AGREEMENT
This Agreement, Appendix A below, along with MarketingPlex’s Terms of Service, represents the entire agreement between the Parties and supersedes any other written or oral agreement between the Parties as pertaining to Your Affiliate application and, if approved, Your rights and responsibilities as an Affiliate.
SECTION 8. INDEPENDENT CONTRACTOR
Affiliates are independent contractors of MarketingPlex. It is the express understanding and intention of the Parties that no relationship of employee/employer nor principal and agent shall exist between MarketingPlex and You by virtue of this Agreement. You have no right to act on behalf of or bind MarketingPlex in any way, nor share in the profits or losses of MarketingPlex. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts or omissions.
SECTION 9. DISCLAIMER
MarketingPlex does not promise, guarantee, or warrant Your business success, income, or sales. You understand, acknowledge, and agree that MarketingPlex will not at any time provide sales leads or referrals to You. You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan.
SECTION 10. LIMITATION OF LIABILITY
SECTION 11. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW
Any dispute arising hereunder shall be settled by arbitration administered by the American Arbitration Association pursuant to its then-current rules. The arbitration shall be conducted before a panel of one arbitrator in Harris County, Texas. The arbitration shall be conducted in the English language. The arbitrators will be bound to apply the laws of the State of Texas. The decision of the arbitrator(s) will be made in writing and shall be final and binding on the parties. Each party shall be responsible for its own costs with respect to the proceedings irrespective of the outcome. This Section provides the sole recourse for the settlement of dispute rising hereunder, except that either party may seek a preliminary injunction or other form of injunctive relief in any court of competent jurisdiction if, in its reasonable, good faith judgment, such action is necessary to prevent or curtail irreparable harm.
Furthermore, the parties agree not to bring any disputes between each other on a collective or class basis; rather, the parties agree to bring such disputes in arbitration on an individual basis only. An arbitrator may not resolve any disputes concerning the enforceability or validity of this class and collective action waiver; only a court with proper jurisdiction may resolve such a dispute. If this class action waiver is held to be illegal for any reason, the parties agree that a court, and not an arbitrator, will hear any class or collective action.
SECTION 12. INDEMNITY
You agree to protect, defend, indemnify and hold harmless MarketingPlex, a brand of Xonuox, Inc., its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with (1) use of or reliance on information or data supplied or to be supplied by You (2) any breach of or default under the terms or conditions of this Agreement by You (3) the use or possession of any MarketingPlex Property by You, except to the extent caused by the MarketingPlex’s negligence or willful misconduct (4) any negligence, gross negligence or willful misconduct by or on behalf of Affiliate or its employees or agents.
SECTION 13. SEVERABILITY
In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Service, as so modified, shall continue in full force and effect.
SECTION 14. MODIFICATION/AMENDMENTS
This Agreement and MarketingPlex’s standard Terms of Service may be modified by MarketingPlex’s discretion at any time, with notice to You. Amendments or modifications to this Agreement or the Terms of Service will be binding on You when they are sent to You via email or are posted in the affiliate center. No amendment to this Agreement or the Terms of Service shall be valid unless prepared or signed by MarketingPlex. Your continued acceptance of Commission payments constitutes Your acceptance to any modifications or amendments to this Agreement and the Terms of Service.
SECTION 15. JUDICIAL ACTION FOR PROVISIONAL RELIEF
MarketingPlex shall have the right to seek and obtain from any court of competent jurisdiction any equitable or provisional relief or remedy enforcing any right or interest it may have in connection with this Agreement, including without limitation a temporary restraining order, preliminary injunction, writ of attachment, order compelling an audit, or enforcement of any liens or security interests held by either party in the property of the other. No judicial actions permitted by this paragraph shall waive or limit the claiming party’s rights to adjudicate the merits of the dispute by arbitration.
The parties hereby agree and acknowledge that any breach or threatened breach of this Agreement will result in irreparable harm to MarketingPlex for which there will be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such event the non-breaching party shall be entitled to seek injunctive relief, without the necessity of posting a bond and without having to establish actual damages resulting from a breach, to prevent any further breach of this Agreement by the other Party.
SECTION 16. COMPLAINT NOTIFICATION
Affiliate must notify MarketingPlex of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to email@example.com.
SECTION 17. FORCE MAJEURE
No party will be liable for nonperformance of any of its obligations under the agreement if its nonperformance was due to a Force Majeure Event as defined in of this Section if reasonable notice and good faith efforts to find a reasonable solution are provided.
“Force Majeure Event” shall mean any act of God; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; governmental rule, regulation or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labor disturbance; the unavailability of labor or materials to the extent beyond the control of the party affected; pandemics, epidemics, local disease outbreaks, public health emergencies, and quarantines; or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing. Upon occurrence of a Force Majeure Event, the non-performing party shall, in a timely manner, notify the other party that a Force Majeure Event has occurred, its anticipated effect on performance.
Additional Terms and Rules for Advertising
Disclosure: I am an independent entity from MarketingPlex. I am not an agent or employee of MarketingPlex and have no authority to make binding contract or represent MarketingPlex. I receive referral payments from MarketingPlex. The opinions expressed here are my own and are shall NOT be interpreted or considered as representations, guarantees, or statement by MarketingPlex, a brand of Xonuox, Inc.
If Affiliate is advertising on other forms of written social media (e.g., Facebook, Twitter), Affiliate must comply with the above disclosure restrictions as applicable to each form of social media. Affiliate must also comply with all rules of each social media platform that Affiliate uses.
Affiliate will promptly notify MarketingPlex of any infringement or threatened infringement of any rights of MarketingPlex of which Client becomes aware and will provide reasonable assistance to MarketingPlex, at MarketingPlex’s expense, in connection therewith. Client will use commercially reasonable means to protect the security of the Services on Client’s system and network, including internal and public websites, from hacking or other unauthorized access, modification or redistribution. Upon becoming aware of any breach in security, Client shall take prompt action to remedy such breach.
iii. You may not “self-refer,” meaning that only transactions by other persons using your Link will result in Affiliate Fees.
vii. Your Website will not in any way copy, resemble, or mirror the look and feel of the MarketingPlex Marketing Site. You will also not use any means to create the impression that Your Website is our Site or any part of our Site, including by framing of our Site in any manner.
viii. You may not engage in cookie stuffing or include pop-ups or false or misleading links on Your Website. In addition, you will not attempt to mask the referring URL information (i.e., the page from where the click is originating).
xii. You will not use any images, text, or other content provided to you by MarketingPlex except Licensed Material (defined in Section 9 below) as authorized under this Agreement and may not modify the graphic image or text in any way. All of our rights in the images and text, any other images, our trade names and trademarks, and all other intellectual property rights are reserved. We may revoke any licenses or other rights referenced in this Agreement at any time for any reason.
xiii. You acknowledge our ownership of our Licensed Materials, agree that you will not do anything inconsistent with our ownership, and agree that all of your use of the Licensed Materials (including all associated goodwill) will insure to the benefit of, and on behalf of the MarketingPlex. If requested, agree to assist us in recording this Agreement with appropriate government authorities. You agree that nothing in this Agreement gives you any right, title, or interest in the Licensed Materials other than the right to use the Licensed Materials in accordance with this Agreement. You also agree that you will not attack our rights in or title to the Licensed Materials or the validity of the Licensed Materials or this Agreement.
xiv. You will not offer discounts, coupons, free trials, promo codes, or any other promotional offer that is not expressly authorized by MarketingPlex in writing. MarketingPlex may, on a case-by-case basis, offer you access to discounts, coupons, free trials, promo codes, or other promotional offer, and you agree to comply with all terms and limitations that MarketingPlex establishes in connection with such promotional offers.
We have a strict no tolerance policy on PPC trademark bidding. We will not enter into a discussion about when the violation started and when it stopped; you will forfeit all Affiliate Fees for a minimum of the past 30 days, your Affiliate Fee balance will be set to $0 without warning, and we may terminate your participation in the Program at our discretion.
Affiliates are strictly prohibited from making claims concerning the products and services offered by MarketingPlex that are inconsistent with, or beyond the scope of marketing materials produced and made available by MarketingPlex on MarketingPlex website, www.MarketingPlex.com. Affiliate is prohibited from publishing or otherwise distributing advertisements by any method including but not limited to telemarketing, fax, or text messaging in any form to any device. Affiliate may offer information and materials of tangible value including, but not limited to, website templates, information about e-commerce, website design, and online marketing, for reduced or no charge, but only so long as Affiliate accurately describes and delivers such information and materials to potential users. MarketingPlex retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws.
Subject to the restrictions below, approved Affiliates are granted a limited, revocable, non-transferrable, and non-assignable license to use the “MarketingPlex” trademark, to advertise MarketingPlex online. Any time Affiliate uses the word “MarketingPlex” it must be immediately followed by “TM”. Affiliate may not use “MarketingPlex”, “MarketingPlex” or other MarketingPlex trademarks as part of any URL, domain or website name.
MarketingPlex retains exclusive ownership of all MarketingPlex Trademarks and other intellectual property and all of its rights therein. Affiliate shall not promote or provide services to any other business or person that is infringing any of MarketingPlex’s intellectual property.
Last Updated January 24th, 2022
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