This Affiliate Programs Operating Agreement (the “Agreement”) contains terms and conditions between WiTopia, Inc. (“WiTopia”, “us”,“we”, or “our”), and you (“you”, “your”, or Affiliate”), that govern your participation in programs (“Affiliate Programs”, “Affiliate Program”) found here: https://www.witopia.com/witopia-affiliate-programs/.
You must submit an Affiliate Programs application form from our website. You must accurately complete the application form 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 form, we will notify you if you are accepted to the Affiliate Program, generally within five (5) business days. We may accept or reject your application at our sole discretion for any reason.
We will make available to you, via the Affiliate Programs website, graphic and textual links to the Program Websites and/or other creative materials (collectively, the “Links”) which you may display on websites owned or controlled by you, social networks controlled by you, in emails sent by you (and clearly identified as coming from you) and, in online advertisements approved by us (collectively, “Media”). The Links will serve to identify you as a member of our Affiliate Program and will establish a unique link from your Media to our websites for tracking of your performance and commissions.
We will credit Affiliate for each Qualified Action (the “Commission”). A “Qualified Action” means an individual person who (i) accesses our eligible websites 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, computer script or other automated, artificial or fraudulent method to appear like an individual or 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 WiTopia, (v) is not determined by WiTopia to be fraudulent, incomplete, unqualified or a duplicate, (vi) is not an account purchased for your own use, (vii) completes a purchase of eligible WiTopia services on our websites and not through third party sites such as the Apple App Store or Google Play Store and (viii) is not currently an existing or recent customer of WiTopia.
A full reporting of all sales generated through your affiliate links will be available on your affiliate dashboard. We reserve the right to alter the form and content of such reports without notice.
Our default payment currency is US Dollars and our default payment cycle starts from the first day of a calendar month and ends on the last day of a calendar month. Commissions will be paid after the billing cycle, by the 20th of the next calendar month.
Before making any payments, we reserve the right to review your account to ensure compliance with these terms. We shall have no obligation to make payments to affiliates who are in breach of these terms. Where it is not clear to us how you are referring customers to our service, we will require you to provide to us such information before we make a payment to you.
We will pay you any qualified Commissions, provided that your account is currently greater than $100. 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.
We shall send payment to you using PayPal. We support direct wire transfer for Commissions exceeding $1,000 per month. You shall cover all payment transaction costs and expenses.
Our only liability is to send payment using the details provided by you and we shall have no liability for lost payments as a result of details being incorrectly entered by you.
If you have not earned any Commissions or have not logged into your Affiliate account within 6 months period prior to any given month, then we may close your account, terminate this Agreement, and withhold any unpaid Commissions.
In the event of any chargeback(s), refunds, or cancellations by customers referred by you, your commission shall be cancelled. If we have already paid the relevant commission to you, we shall deduct that amount from our next payment to you. Refunds will be made to customers in accordance with our Refund Policy or at our sole discretion. Where the rate of chargeback(s), refunds or cancellations on your account is unusually high or we suspect your affiliate account is being used for fraudulent activity, we reserve the right to place restrictions on your account upon written notice to you, including but not limited to, suspending your account and retaining all sums within the account, as well as commencing an investigation. You give us your authorization to inform the appropriate authorities or third parties of any fraud or suspected fraud and only once we are satisfied that the matter is resolved shall we remove any restrictions on your account.
Payment for Commissions is dependent upon Clients providing such funds to WiTopia, and therefore, you agree that WiTopia shall only be liable to you for Commissions to the extent that WiTopia has received such funds from the Clients. You hereby release WiTopia from any claim for Commissions if WiTopia has not received such funds from the Clients.
All tracking of Links and determinations of Qualified Actions and Commissions shall be made by WiTopia in its sole discretion according to its tracking technology. In the event that Affiliate is also tracking Qualified Actions, tracking results of WiTopia shall always prevail. In the event that Affiliate reports a payment discrepancy in good faith, Affiliate must submit that dispute to WiTopia in writing and in sufficient detail within thirty (30) days of payment of the Commission for the particular Qualified Action.
If Affiliate does not dispute the payment as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that payment. If Affiliate has an outstanding balance due to WiTopia under this Agreement or any other agreement between the Affiliate and WiTopia, whether or not related to the Affiliate Program, Affiliate agrees that WiTopia may offset any such amounts due to Affiliate from amounts payable to Affiliate under this Agreement.
Affiliate shall:
The following additional program-specific terms shall apply to any promotional programs set forth below:
Email Campaigns. All email campaigns shall be approved in advance by WiTopia.
Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed to by WiTopia in writing. Any pop-ups/unders are forbidden.
Affiliate Network Campaigns. For all Affiliates 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 website 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 WiTopia 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 WiTopia in the Network upon written notice from WiTopia. Unless WiTopia 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 WiTopia, Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.
If you qualify and agree to participate as an Affiliate, we will make available to you a variety of graphic and textual links, which are subject to the terms and conditions hereof. The Links will serve to identify your site as a member of the WiTopia Affiliate Programs and will establish a Link from your site, social networks, or e-mail to ours. The Links may connect to any area of our site (although commissions will only be issued on Qualified Purchases). In utilizing the Links, you agree that you will reasonably cooperate with us in order to establish and maintain such Links. All Affiliate Sites shall display such graphic and/or textual images prominently in relevant sections of their site. Furthermore, you agree not to use cookie stuffing techniques that set the affiliate tracking cookie without the Referred Customer's knowledge (example: iframe).
YOU SHALL NOT AND ARE NOT AUTHORIZED TO (i) USE THE WITOPIA TRADEMARKS, NAMES OR ANY OF OUR OTHER INTELLECTUAL PROPERTY (OR ANY VARIATIONS OR MISSPELLINGS THEREOF OR OTHER TERM OR TERMS CONFUSINGLY SIMILAR TO ANY OF THE FOREGOING) (ALL OF THE FOREGOING, INCLUDING WITHOUT LIMITATION, THE LINKS AND THE LICENSED MATERIALS, ARE REFERRED TO HEREIN AS “OUR IP”), WITHOUT OUR EXPRESS PRIOR WRITTEN PERMISSION EXCEPT WITH REGARD TO EDITORIAL CONTENT ON YOUR MEDIA; (ii) USE OUR IP IN A DOMAIN OR WEBSITE NAME, IN ANY BIDS FOR KEYWORDS OR GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), IN ANY SEARCH ENGINE ADVERTISING (PAID OR OTHERWISE), IN ANY METATAGS, GOOGLE ADWORDS (OR SIMILAR PROGRAMS AT OTHER SEARCH ENGINES), KEYWORDS, ADVERTISING, SEARCH TERMS, CODE, OR OTHERWISE; (iii) CAUSE OR CREATE OR ACT IN ANY WAY THAT CAUSES OR CREATES OR COULD CAUSE OR CREATE ANY INITIAL INTEREST CONFUSION OVER THE USE OF OUR IP ON THE INTERNET OR IN ANY SEARCH ENGINE ADVERTISING. YOUR USE OF OUR IP IN ANY MANNER, OTHER THAN AS EXPRESSLY PERMITTED HEREUNDER (IN ADDITION TO BEING A BREACH OF THIS AGREEMENT) SHALL CONSTITUTE UNLAWFUL INFRINGEMENT OF OUR TRADEMARKS, COPYRIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND MAY SUBJECT YOU TO CLAIMS FOR DAMAGES (INCLUDING WITHOUT LIMITATION, TREBLE DAMAGES FOR KNOWING OR WILFUL INFRINGEMENT), AND THE OBLIGATION TO PAY OUR LEGAL FEES AND COSTS IN CONNECTION WITH ANY ACTION OR PROCEEDING IN WHICH WE SEEK TO ENFORCE OUR RIGHTS UNDER THIS AGREEMENT OR WITH REGARD TO ANY OF OUR INTELLECTUAL PROPERTY RIGHTS.
You are not allowed to post any refunds, credits or discounts, or other similar content concerning WiTopia, unless We have given You prior written permission in each instance. Affiliates may only use coupons and discounts that are provided exclusively through the Affiliate Programs using banners and links. You are not allowed to use discount codes provided for other Affiliates, Partners, or Clients. Each Link connecting users of Your site(s) to the pertinent area of Our sites will in no way alter the look, feel, or functionality of Our sites. Any violations of the terms surrounding links, coupons, refunds, credits or discounts shall constitute a material breach of this Agreement and may result in Your termination from the program or withholding of Commissions.
Except as otherwise provided in this Agreement or with the consent of WiTopia, you agree that all information, including, without limitation, the terms of this Agreement, our mutual cooperation conditions, business and financial information, and pricing and sales information (e.g. CPA), 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 Programs to develop, enhance or operate a service that competes with the Affiliate Programs, or assist another party to do the same. No personally identifiable information (defined in the U.S. or in Europe) shall be supplied by either party under this Agreement.
We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our websites through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Programs and assisting in increasing sales through the Program Websites.
You may not alter, modify, manipulate or create derivative works of the Links or any WiTopia graphics, creative, copy or other materials owned by, or licensed to, WiTopia 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 Programs. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of WiTopia's trademarks, service marks, copyrights, patents or trade secrets. You agree that WiTopia may use any suggestion, comment or recommendation you choose to provide to WiTopia without compensation. All rights not expressly granted in this Agreement are reserved by WiTopia.
The term of this Agreement will begin upon our approval of your Program application and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement, you will immediately cease all use of and delete all Links, plus all WiTopia or its Partners' intellectual property, and cease representing yourself as a WiTopia or Partner affiliate for such one or more Offers. “Cause” means any of the following: you are in material breach of this Agreement; we believe that we may face potential claims or liability in connection with your participation in the Program(s); we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Program(s). Upon termination of your participation in one or more Offers or this Agreement for any reason, all rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
In addition to any other rights and remedies available to us under this Agreement WiTopia reserves the right to terminate the Agreement, delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account upon written notice to You if (i) WiTopia determines that you have violated this Agreement, (ii) WiTopia receives any complaints about your participation in the Affiliate Programs which WiTopia reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, WiTopia reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
You may not use the following methods:
Email SPAM: sending unsolicited marketing email. However, you may send emails to people you know or who have given you permission to send them marketing emails for products and services similar to WiTopia’s;
Comment SPAM: posting referral links on blogs, message boards and forums in cases where the discussion or content is not related to the services we offer. However, you may advertise your referral link on websites which are discussing VPN/proxy or email security services or in a forum signature as long as they do NOT conflict with, overwrite, or attempt to supersede current links to WiTopia. You should never use automated bots to post comments containing your affiliate link;
Black Hat techniques: using “Black hat” SEO marketing on your website, such as keyword stuffing, invisible text or doorway pages; Incentives: offering incentives to user such as cash back or other rewards, except where facilitated by features on our site;
Usage of banned keywords: bidding on any online advertising system (such as Google Adwords) for the WiTopia brands’ related keywords and any variation or misspelling of WiTopia’s brand names.
Use of materials which infringe any intellectual property rights, including use of our Trade Marks (e.g. “WiTopia” “personalVPN”, or “SecureMyEmail”) in the domain name. You may use our Trade Marks only to the extent required to establish links and perform your obligations as an Affiliate under these terms (e.g. to illustrate an article or a link).
In the event of a breach of Anti-Spam Policy requirements, WiTopia reserves the right to place restrictions on or suspend your account upon written notice to you, including but not limited to, suspending your account and retaining all sums within the account.
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate Programs. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. WiTopia shall make all determinations about fraudulent activity in its sole discretion.
Each party hereby represents and warrant that this Agreement constitutes its legal, valid, and binding obligation, enforceable against such party in accordance with its terms and that it has the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, WiTopia represents and warrants that (i) it shall not violate any law, rule or regulation which is applicable to WiTopia's own business operations or WiTopia's proprietary products or services; (ii) the services offered under the Affiliate Program, the Offers or the Links shall not violate the right of a third party including but not limited to an intellectual property, publicity or privacy right; and (iii) any reporting provided to Affiliate under this Agreement shall be complete and accurate.
WiTopia may change, suspend or discontinue any aspect of an Offer or Link, or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from WiTopia to remove, alter or modify any Link, graphic, or banner ad that is being used by Affiliate as part of the Affiliate Program.
When a customer follows your affiliate link to our site, we place a tracking cookie on that customer’s computer or mobile device which will be used to identify that customer as a referral from you provided that customer creates an account (including a free account) on our site within 90 days (after which, the cookie expires). If the customer uses another computer or mobile device to create an account or deletes the tracking cookie before creating the account, then we shall have no liability to pay commission in respect of any such services or products purchased by that customer.
Affiliate hereby agrees to indemnify, defend and hold harmless WiTopia and its respective subsidiaries, partners, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links, Offers or WiTopia or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).
WiTopia hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, 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 (including reasonable attorneys' fees and costs) based on a claim that (i) the Links or Offers violate a right of a third party including but not limited to, an intellectual property, publicity or privacy right; (ii) violation of applicable law, rule or regulation; (iii) gross negligence, willful misconduct or fraudulent actions; or (iv) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by WiTopia herein.
THE AFFILIATE PROGRAMS AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH HEREIN, WITOPIA EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
WITOPIA WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE PROGRAMS, EVEN IF WITOPIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, THE AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM TO WITOPIA WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE 1-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
IN NO EVENT SHALL WITOPIA, ITS PRINCIPALS, OFFICERS, PARTNERS, AGENTS, EMPLOYEES, AND ASSIGNS BE LIABLE TO AFFILIATE FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY DELAY OR FAILURE.
This Agreement, and any terms between the parties, shall be governed by the Laws of the Commonwealth of Virginia. Exclusive jurisdiction and venue for all matters arising under or relating to this Agreement shall be in courts located in Fairfax County, Virginia.
WiTopia reserves the right to modify any of these terms and conditions herein at any time in WiTopia’s sole discretion. Such modifications shall take effect upon posting to the WiTopia Websites. WiTopia, in its sole discretion, reserves the right to notify Affiliate by e-mail and further reserves the right to withhold notification of any changes made to this Agreement. Modifications may include, but are not limited to, changes in the scope of available Commissions, Commission amounts/percentages, payment procedures, Commission Fee payment schedules, and Affiliate Program rules. If any modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate this Agreement. Your continued participation in the Affiliate Programs following Our posting of a change notice or new agreement on our website will constitute binding acceptance of the change.
Affiliate understands that the relationship between WiTopia and Affiliate is that of an independent contractor, and nothing in the present Agreement creates a partnership, joint venture, agency, franchise, sales representative, shareholder, or employer/employee relationship between the Parties. Affiliate understands that they have NO authority to make or accept any offers or representations on behalf of WiTopia.
This Application submission acknowledges that Affiliate understands and has read this Agreement in full and agrees to be bound by all the Terms and Conditions. Affiliate understands that other Affiliates may have a different relationship with WiTopia than Affiliate, including competitors. You agree that You have independently reviewed and assessed the advantages and disadvantages of participating in this Affiliate programs and You are not relying on any guarantees, representations, or statements other than this Agreement as set forth herein.
I, AS A POTENTIAL AFFILIATE, INDICATE MY ASSENT TO THIS AGREEMENT AND MY DESIRE TO BECOME AN AFFILIATE HEREIN BOUND BY THE AFOREMENTIONED TERMS AND CONDITIONS BY COMPLETING AND SUBMITTING THE AFFILIATE PROGRAMS APPLICATION FORM, BY SUBMITTING PROPOSED REFERRED CUSTOMERS OR QUALIFYING PURCHASES TO WITOPIA UNDER OUR AFFILIATE PROGRAMS AND/ OR BY COLLECTING AND COMMISSION FEES FROM US.