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Adexico Next Volume Terms *
Affiliate Program Operating Agreement This Affiliate Program Operating Agreement(the "Agreement") is made and entered into by and between Adexico ("Adexico" or "we"),and you, ("you" or "Affiliate") the party submitting an application to become a Adexico affiliate). The terms and conditions contained in this Agreement apply to your participation with https://adxcmp.affise.com/ ("Affiliate Program"). Each Affiliate Program offer (an "Offer") may be for any offering by Adexico 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 theAffiliate 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.

Enrollment in the Affiliate Program

You must submit an Affiliate Program application from our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection of the Affiliate Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.

Obligations of the Parties

Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, Adexico agrees as follows:

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 youas a member of our Affiliate Program and will establish a link from yourMedia to the Program Web Site.

We will pay Affiliate for each Qualified Action (the "Commission"). A"Qualified Action" means an individual person who (i) accesses the ProgramWeb Site via the Link, where the Link is the last link to the Program WebSite, (ii) is not a computer generated user, such as a robot, spider, computerscript or other automated, artificial or fraudulent method to appear like anindividual, real live person, (iii) is not using pre-populated fields (iv)completes all of the information required for such action within the timeperiod allowed by Adexico and (v) is not later determined by Adexico tobe fraudulent, incomplete, unqualified or a duplicate.

We will pay you any Commissions earned monthly, provided that youraccount is currently greater than $. Accounts with a balance of less than$ will roll over to the next month, and will continue to roll over monthlyuntil $ is reached. We reserve the right to charge back to your account anypreviously paid Qualified Actions that are later determined to have not metthe requirements to be a Qualified Action.

Payment for Commissions is dependent upon Clients providing such funds toAdexico, and therefore, you agree that Adexico shall only be liable to youfor Commissions to the extent that Adexico has received such funds fromthe Clients. You hereby release Adexico from any claim for Commissions if Adexico has not received such funds from the Clients.

Adexico shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment toAffiliate based upon that invoice. All tracking of Links and determinations ofQualified Actions and Commissions shall be made by Adexico in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to Adexico in writing and in sufficient detail within thirty (30) days of the date on the invoice. If the 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 Adexico with Affiliate's reports within three (3) days after 30th day of the calendar month, and if Adexico's and Affiliate'sreported statistics vary by more than 10% and Adexico reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then Adexico 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 Adexico's numbers shall govern.

If Affiliate has an outstanding balance due to Adexico under this Agreementor any other agreement between the Affiliate and Adexico, whether or notrelated to the Affiliate Program, Affiliate agrees that Adexico may offsetany such amounts due to Adexico from amounts payable to Affiliate underthis Agreement.

Affiliate also agrees to:

Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.

Ensure that all materials posted on your Media or otherwise used inconnection with the Affiliate Program (i) are not illegal, (ii) do not infringeupon 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 thatAdexico informs you that it considers objectionable (collectively, "Objectionable Content").

Not make any representations, warranties or other statements concerningAdexico or Client or any of their respective products or services, except as expressly authorized herein.

Make sure that your Media does not copy or resemble the look and feel ofthe Program Web Site or create the impression that your Media is endorsedby Adexico or Clients or a part of the Program Web Site, without priorwritten permission from us.

Comply with all (i) obligations, requirements and restrictions under thisAgreement and (ii) laws, rules and regulations as they relate to yourbusiness, your Media or your use of the Links.

Comply with the terms, conditions, guidelines and policies of any thirdparty services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking servicesand ad networks.

Always prominently post and make available to end-users, including priorto 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 Adexico and Clients for use as intended byAdexico and Clients.

Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Adexico or Client, or as required by applicable laws regarding such Offers.

Make sure to not place Adexico ads on any online auction platform (i.e. eBay, Amazon, etc).

The following additional program-specific terms shall apply to any promotional programs set forth below:

Email Campaigns. For all email campaigns, Affiliate must download the"Suppression List" from the Offers section of Adexico. 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. Adexico 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 Adexico at support@adexico.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 Adexico pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail or market to any suppression files generated through the Adexico 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 Adexico pursuant to this Agreement or otherwise.

 

Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed on byAdexico in writing. Any pop-ups/under 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 affirmatively accepted and plain-English end user license agreement and the software be easily removed according to generally accepted methods.

Affiliate Network Campaigns. For all Affiliate 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 anywrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Adexico the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third PartyAffiliate from the Affiliate Program and terminate their access to future offers of Adexico in the Network upon written notice from Adexico. Unless Adexico has been provided with all truthful and complete contactinformation for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by Adexico, Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.

Confidentiality

Except as otherwise provided in this Agreement or with the consent of Adexico, 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.

Limited License & Intellectual Property

We grant you a nonexclusive, nontransferable, revocable right to use the Linksand to access our web site through the Links solely in accordance with the termsof this Agreement, for the sole purpose of identifying your Media as a participantin the Affiliate Program and assisting in increasing sales through the ProgramWeb Site.

You may not alter, modify, manipulate or create derivative works of the Links or any Adexico graphics, creative, copy or other materials owned by, or licensed to, Adexico in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke yourlicense anytime by giving you written notice. Except as expressly stated herein,nothing in this Agreement is intended to grant you any rights to any ofAdexico's trademarks, service marks, copyrights, patents or trade secrets. Youagree that Adexico may use any suggestion, comment or recommendation youchoose to provide to Adexico without compensation. All rights not expressly granted in this Agreement are reserved by Adexico.

Termination

This Agreement shall commence on the date of our approval of your affiliate program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you willimmediately cease all use of and delete all Links, plus all Adexico or Clientintellectual property, and will cease representing yourself as a Adexico or Clientaffiliate for such one or more Offers. All rights to validly accrued payments, causes ofaction and any provisions, which by their terms are intended to survive termination, shall survive any termination.

Remedies

In addition to any other rights and remedies available to us under thisAgreement Adexico reserves the right to delete any actions submitted through yourLinks and withhold and freeze any unpaid Commissions or charge back paidCommissions to your account if (i) Adexico determines that you have violated thisAgreement, (ii) Adexico receives any complaints about your participation in theAffiliate Program which Adexico reasonably believes to violate this Agreement or(iii) any Qualified Action is later determined to have not met the requirements setforth in this Agreement or on the Affiliate Program. Such withholding or freezing ofCommissions, or charge backs for paid Commissions, shall be without regard as towhether or not such Commissions were earned as a result of such breach. In the eventof a material breach of this Agreement, Adexico reserves the right to disclose youridentity and contact information to appropriate law enforcement or regulatoryauthorities or any third party that has been directly damaged by your actions.

Anti-Spam Policy

You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). Allemails sent in connection with the Affiliate Program must include the appropriateparty's opt-out link. From time to time, we may request - prior to your sending emailscontaining linking or referencing the Affiliate Program that you submit the finalversion of your email to Adexico for approval by sending it to your Adexicorepresentative and upon receiving written approval from Adexico of your email theemail may be transmitted to third parties.

It is solely your obligation to ensure that the email complies with the Act. You agreenot to rely upon Adexico's approval of your email for compliance with the Act, orassert any claim that you are in compliance with the Act based upon Adexico'sapproval.

Fraud

You are expressly prohibited from using any persons, means, devices or arrangementsto commit fraud, violate any applicable law, interfere with other affiliates or falsifyinformation in connection with referrals through the Links or the generation ofCommissions or exceed your permitted access to the Affiliate Program. Such actsinclude, but are in no way limited to, using automated means to increase the numberof clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Adexicoshall make all determinations about fraudulent activity in its sole discretion.

Representations and Warranties

You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and thatyou have the authority to enter into this Agreement. Subject to the other terms andconditions of this Agreement, Adexico represents and warrants that it shall notknowingly violate any law, rule or regulation which is applicable to Adexico's ownbusiness operations or Adexico's proprietary products or services.

Modifications

In addition to any notice permitted to be given under this Agreement, we may modifyany of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business daysafter such notice. If the modifications are unacceptable to you, you may terminate thisAgreement without penalty solely on the account of such termination within such ten(10) business day period. Your continued participation in this Affiliate Program ten(10) business days after a change notice has been posted will constitute youracceptance of such change. In addition, Adexico may change, suspend or discontinue any aspect of an Offer orLink or remove, alter, or modify any tags, text, graphic or banner ad in connectionwith a Link. Affiliate agrees to promptly implement any request from Adexico toremove, alter or modify any Link, graphic or banner ad that is being used by Affiliateas part of the Affiliate Program.

Independent Investigation

You acknowledge that you have read this Agreement and agree to all its terms andconditions. You have independently evaluated the desirability of participating in theAffiliate Program and each Offer and are not relying on any representation, guaranteeor statement other than as set forth in this Agreement or on the Affiliate Program.

Mutual Indemnification

Affiliate hereby agrees to indemnify, defend and hold harmless Adexico andClients and their respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, andexpenses (including reasonable attorneys' fees and costs) based on (i) any failureor breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, orby a party under the reasonable control of Affiliate or obtaining access throughAffiliate, of the Links, Offers or Adexico or Client intellectual property, or (iii)any claim related to your Media, including but not limited to, the contentcontained on such Media (except for the Links).

Adexico hereby agrees to indemnify, defend and hold harmless Affiliate and itssubsidiaries, affiliates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (includingreasonable attorneys' fees and costs) based on a claim that Adexico is notauthorized to provide you with the Links.

Disclaimers

THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, AdexicoEXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Adexico DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. Adexico EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. Adexico DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

Limitation of Liability

IN NO EVENT SHALL Adexico BE LIABLE FOR ANY UNAVAILABILITY ORINOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF Adexico. IN NO EVENT WILL Adexico BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT Adexico HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. Adexico'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY Adexico IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

Governing Law & Miscellaneous

Affiliate shall be responsible for the payment of all attorneys fees and expenses incurred by Adexico to enforce the terms of this agreement. This Agreement contains the entire agreement between Adexico andAffiliate with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees thatAdexico 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 Adexico "clicks through" or otherwise indicates its acceptance thereof. The affiliate may not assign all or any part of this Agreement without Adexico'prior written consent. Adexico 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 sections 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 an application to Affiliate Program, you affirm and acknowledge that you have read thisAgreement 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 the Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such an individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. This Agreement was last revised on 28-11-2019
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