AFFILIATE MARKETING PROGRAM TERMS AND CONDITIONS
Please read this entire agreement so you know and understand the program rules
1. Generally
This AFFILIATE MARKETING PROGRAM TERMS AND CONDITIONS agreement (this “Agreement”) describes the terms and conditions for participation in the VENTAC Affiliate Marketing Program (the “AMP”). By participating in the AMP, you (the “Affiliate”) agree to the terms hereof, as they may be amended from time to time. In this Agreement, the term "Affiliate" and “AM” refers to you (the applicant). In this Agreement, VENTAC, LLC (“VENTAC”), a Texas limited liability company.
2. Modification
We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include, but not limited to changes in the scope of available referral fees, fee schedules, payment procedures and AMP rules. If any of the modifications are UNACCEPTABLE TO YOU, your only recourse is to terminate this Agreement. If you CONTINUE PARTICIPATION IN THE PROGRAM, it will be considered as your acceptance of the change.
3. Enrollment and Services
To enroll in the AMP, you must submit an Affiliate application and be approved. Applications are processed as soon as reasonable possible and applicants will be notified of their acceptance status as soon as possible after their information is reviewed. Affiliate hereby grants VENTAC the right to use Affiliate’s name, likeness, and images as long as Affiliate participates in the AMP, and for a reasonable time thereafter.
4. AMP URL Code and Coupons
You will be issued a special URL (“AMP Code”) once you become an approved member of the VENTAC AMP which will be unique to you. Your AMP Code will be used by VENTAC to determine your eligibility for Referral Fees for any Customer. In addition, we may provide you with one or more coupon codes that you can share with prospects for promotional discounts. These codes can be sent to individuals, including via text and email, but are not to for mass distribution or posting on and Internet sites.
5. Referral Fees
Affiliates will be entitled to receive 10.0% of Net Revenue received a Referral Fee from VENTAC for referred subscribers (“Customers”) for as long as the Customer continuously remains a subscriber (the “Referral Fee”). To be entitled to a Referral Fee, your AMP Code must be used when the Customer initially subscribes. If a Customer ceases to be a subscriber for any reason for a period of at least 30 days, VENTAC will owe no further Referral Fees, even if the Customer subscribes again in the future. “Net Revenue” shall mean total Customer subscription revenue actually received by VENTAC, less transaction costs (e.g., credit card fees, etc.), refunds, discounts, offsets, commissions and other expenses. Referral Fees are only owed in connection with standard monthly VENTAC Customer subscriptions, and not for any other revenue, including, without limitation, for seminars, events, classes, registered agent services, business registration services, venture coaching, or any other revenue. The Referral Fee may be discontinued or changes in the future by VENTAC, in its sole discretion. However, and change or discontinuation of the Referral Fee will not affect VENTAC’s obligations to pay Referral Fees that accrued prior to the date of such change or discontinuation.
6. Payment
Referral Fees are to be paid monthly, unless total Referral Fee for the prior month is less than $100, in which case it will roll over to subsequent month until the total accrued Referral Fee exceeds $100. Referral Fees may be offset against any amounts owed to VENTAC by Affiliate, as well as for any refunds or chargebacks VENTAC pays to subscribers referred by Affiliate. VENTAC pays Affiliates via a bank, Venmo, PayPal or other account, provided by Affiliate (and which is acceptable to VENTAC). If the Affiliate’s account information changes, it is the responsibility of the Affiliate to notify VENTAC to ensure proper Referral Fee payments. We will only resend payments returned due to incorrect payment information once. Thereafter, the current Referral Fee is forfeit, this Agreement is deemed terminated, and VENTAC will have no further obligation to pay the Affiliate any further Referral Fees for current or future Customers. All Referral Fees are handled by a third-party platform (current Easy Affiliate), and VENTAC is not responsible for any errors or omissions by such platform.
7. VENTAC Services
VENTAC will be solely responsible for providing subscription services to Customers. Affiliates are not authorized to collect payments or sell any VENTAC products or services from other websites as a "reseller" and no "resale" rights are granted in ANY way. VENTAC will also be solely responsible for all customer service inquires. All Affiliates understand and acknowledge that no physical products will be shipped. Customers who purchase services through the VENTAC AMP will be deemed to be customers of VENTAC. Accordingly, all rules, terms of sale, policies, and operating procedures concerning customer orders and service will apply to those customers. We may change our policies and operating procedures at any time. Prices and availability of our products and services may vary from time to time. VENTAC policies will always determine the price paid by the customer.
8. Qualifying Sites
Subject to VENTAC’s prior written approval, Affiliate may promote VENTAC’s services via Affiliate’s web site(s) and social media accounts. VENTAC reserves the right to refuse Affiliate’s marketing of VENTAC services on any site based on site content. Sites that do not qualify for the AMP include sites which:
• Promote sexually explicit materials
• Promote violence
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• Promote illegal activities
• List coupon codes or discounts that were NOT officially provided to them by VENTAC. Want to promote a coupon? Contact us and we can work with you. You may NOT promote coupon codes you may have found elsewhere online. Doing so can result in the termination of your Affiliate account and withholding of Affiliate payments for violating our Agreement.
• Infringe or otherwise violate any copyright, trademark, or other intellectual property rights of VENTAC or any other person or site.
9. Permitted Usage
Affiliates are permitted to use the graphical banners and design resources located provided or approved by VENTAC. If a specific size banner ad is not available, the Affiliate may contact the AMP manager at info@ventac.us and request a new banner graphic be added to the available resources.
10. Prohibited Usage
The following cases prohibited and are grounds for immediate termination of the Affiliate account.
• Absent express prior written approval from VENTAC, Affiliates MAY NOT use the VENTAC logo, marks or other VENTAC product website/branding imagery in a header graphic or in any way as to indicate they are officially affiliated or partnered with VENTAC.
• Affiliates MAY NOT promote coupons that were not provided to them by VENTAC. You may NOT promote coupon codes you may have found elsewhere online. Doing so can result in the termination of your Affiliate account and withholding of Affiliate payments for violating our Agreement.
• Affiliates MAY NOT host or promote "coupon stacking" sites where customers may combine coupons to receive additional discounts.
• Absent express prior written approval from VENTAC, Affiliates will not post their AMP Code online or on social media nor otherwise make it available or known to the general public.
• Affiliates MAY NOT use their assigned AMP Code on personal orders. Doing so will result in the immediate termination of your Affiliate account and your order will be canceled.
11. VENTAC Anti-Spam Policy
VENTAC strictly prohibits Affiliates from using spam e-mail and other forms of Internet abuse (including spamming forums, blogs, Twitter, Facebook and other social media outlets) to seek sales. Spam is defined as including, but not limited to, the following:
• Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt in subscription;
• Messages posted to Usenet, forums, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules. Be conscious of forum rules! If a forum owner or moderator complains that an Affiliate has spammed, the Affiliate account may be permanently terminated after investigation.
• Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.
• Solicitations posted to chat rooms, or to groups or individuals via Internet Relay Chat or "Instant Messaging" system;
• Certain off-line activities that, while not considered Spam, are similar in nature, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.
VENTAC, may undertake, at its sole discretion and with or without prior notice, the following enforcement actions:
• Account Termination: Upon the receipt of a credible complaint, the VENTAC AMP manager may investigate the complaint, and if necessary, will then terminate the Affiliate account of the individual implicated in the abuse. Termination results in the immediate closure of the member and Affiliate account, the loss of all referrals, and the forfeiture of any unpaid money on account. At VENTAC discretion, termination may not only result in being banned from the AMP, but also being banned from ANY other internal AMPs.
If you wish to report a violation of our Anti-Spam Policy, please forward all relevant evidence to our customer service department at info@ventac.us.
12. Relationship of Parties
Affiliates are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliates have no authority to make or accept any offers or representations on our behalf. Affiliates will not make any statement, whether on their sites or otherwise, that reasonably would contradict this statement.
13. Term and Termination
The term of this Agreement will begin when you accept and will end on the earlier to occur of: (ii) termination by either partner for any reason upon thirty day’s written notice; Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate's Web Site, all links to the VENTAC websites, and all VENTAC trademarks and logos, other VENTAC marks and all other materials provided in connection with this program. VENTAC will continue to pay and Referral Fees that accrue to Affiliate for Customer referred by Affiliate who join VENTAC prior to the termination date unless the Affiliate is terminated for Cause. “Cause” shall mean that the Affiliate is terminated from the AMP for a violation or breach of this Agreement, which may include, without limitation, a breach of Sections 6, 9, 10, 11, 17, 18 or 19.
14. Limitation of Liability
VENTAC will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, expenditures or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Referral Fees paid or payable to the Affiliate under to this Agreement for the six months immediately preceding the date the claim arose.
15. Disclaimers
We make no express or implied warranties or representations with respect to the AMP or an Affiliate's potential to earn income from the AMP. In addition, we make no representation that the operation of the websites or the Affiliate links will be uninterrupted or error-free, and VENTAC will not be liable for the consequences of any interruptions or errors.
16. Miscellaneous
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect. By signing up with the VENTAC AMP, you acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement. This Agreement is to be interpreted in accordance with Texas law, without regard to conflicts of laws. Affiliate agrees that any disputes related to the AMP or this Agreement will be resolved exclusively by a court of competent subject matter jurisdiction located in Dallas County, Texas.
17. Exclusivity.
While Affiliate is participating in the AMP and for two years thereafter, Affiliate will not market, offer, promote, sell, or deliver any services that compete with VENTAC.
18. Conduct.
In the event Affiliate commits any act which shocks or offends widely-held standards of public morality which in the judgment of a VENTAC would have a significant adverse effect upon the Affiliate’s endorsement of VENTAC and/or its products, VENTAC may terminate Affiliate for Cause.
19. Confidential Information/IP.
VENTAC will retain all right, title and interest in and to its confidential information and all intellectual property, including copyright rights (including, but not limited to, the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, but not limited to, trade names, trademarks, service marks, and trade dress), patent rights (including, but not limited to, the exclusive right to make, use and sell), trade secrets, rights of publicity, authors’ rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction (collectively, the “Intellectual Property” and rights therein, the “Intellectual Property Rights”). Title to any and all confidential information and Intellectual Property of VENTAC, which has been furnished or provided to Affiliate in furtherance of this Agreement and the provision of services hereunder, shall remain in VENTAC; and the delivery of any such Intellectual Property or Confidential Information shall not be deemed or construed to grant to Affiliate, or to any other third party, any rights therein. VENTAC hereby grants to Affiliate a non-exclusive license to use the Intellectual Property solely in association with the AMP. To the extent that any change, modification, improvement or amendment by the Affiliate to any VENTAC Property qualify as a “work for hire” under 17 U.S.C. §101, such change, modification, improvement or amendment shall constitute a “work for hire” prepared for VENTAC pursuant to 17 U.S.C. §201.Upon any termination or expiration of this Agreement, the Affiliate shall immediately cease the use of and, in VENTAC’ discretionary decision, either return or destroy, all VENTAC Intellectual Property, all other literature, documentation or promotional material in connection with the products, and all Marks, names and logos of VENTAC, and shall, within a reasonable time, remove any references to VENTAC from any of its advertising and promotional material.
