AFFILIATE PROGRAM AGREEMENT
AGREEMENT TO BE BOUND; CHANGES TO TERMS. This document is a legal agreement between you and EpicVIN that outlines the rules dictating how you may use our products and services (“Services”), which are made available through our Website, https://www.epicvin.com. Any use of the Website, products, or services constitutes an acceptance by you to be bound by these Terms.
We may update these Terms at our discretion and from time to time, which may include future terms, licenses, and other policies or procedures. In such an event we will notify you through email and by prominently posting a notice to the Website. Do not use our Services if you do not agree to such changes. If you continue to use epicvin.com after any posted changes your use will indicate your agreement to the modified Terms.
We reserve the right to refuse access to any Service for any reason or no reason, including non-compliance with these Terms.
1. The Program.
1.1. Linking to epicvin.com. Subject to the terms and conditions of this Agreement, Company will provide Publisher with unique links (“Link(s)”) to epicvin.com Company Web Pages, also known as landing pages
(“Landing Page(s)”). Publisher can utilize these Links on its Publisher Web Sites and Publisher Web Pages. When Publisher’s Web Site users click on these Links, the Company’s Landing Pages will display. Users can complete and submit the Company’s auto financing application (an (“Application”) if they so choose.
1.2. Payments and Fees. The Company will pay Publisher a fee (net 30 after receipt of undisputed invoice) based on the number of Valid Qualified Applications the Company receives in any calendar month, as described below:
Full Revenue Sharing Schedule
Base Payout Valid Qualified Applications Rate
1 report $14.99 - your commission will be $6.50
4 reports $28.17 - your commission will be $13.00
16 reports $86.34 - your commission will be $30.00
Trial for Full Unlimited Vehicle History Reports Subscription - your commission will be $0,00
Upgrade to Full Unlimited Vehicle History Reports Subscription $99.99 - your commission will be $30.00
For sales of more than 300, the commission amount is agreed individually.
Affiliate commissions are approved during the first 15 days of the new month for the previous month. Commissions are approved for completed orders (purchases on the Company website) only, including returned and refunded orders. All incomplete or fraudulent orders will not be commissioned. Also, payments can be made at the request of Publisher in the amount of $ 300 or more.
If the Publisher offers the Company additional marketing or promotional opportunities for an additional fee, the Company may offset or modify the above Full Revenue Sharing Schedule and Valid Qualified Application Fee to accommodate the added cost of any marketing or promotion. For such instances, a Payment and Fees Addendum will be executed by both Parties acknowledging the modified Qualified Application Fees.
Company will not owe Publisher and shall not pay Publisher for any invoices that are received more than six months from the end of the month they pertain to.
2. Representations and Warranties.
2.1. Publisher’s Representations and Warranties: Publisher represents and warrants to Company as of and during the term of this Agreement, that:
(a) The execution, delivery and performance of this Agreement does not violate any existing agreement to which Publisher is a party or by which Publisher is bound.
(b) Publisher’s performance hereunder will not violate any applicable federal, state and/or local laws or regulations.
(c) Publisher is solely responsible for the operation and maintenance of Publisher’s Web Sites and for all costs and expenses related thereto;
(d) Publisher’s Web Sites and/or any advertisements, messages or content utilized by Publisher in connection with the performance of its obligations hereunder does not and will not contain any content that is in any way unlawful, libelous, obscene, harassing, or racially, or ethnically, objectionable.
(e) Publisher guarantees that it will not use the information about vehicles received from Company or Company's advertising banners on the pages where the advertising of the company's competitors is placed. Competitors are companies that sell vehicle history reports and companies that sell subscriptions to get vehicle history. Company reserves the right to identify any company as a competitor.
(f) Publisher has no right to use the information for its own benefit, resell it to third parties and extract any other personal benefit from the use of information received from Company. Publisher undertakes not to store or cache information received from Company.
(g) Publisher is prohibited from running Search Engine Marketing campaigns or any other Paid advertising campaigns that lead to Company product-related content.Violation of any of the Search Engine Marketing terms may lead to an instant Publisher account suspension. Provider reserves the right not to pay Publisher commissions for the sales made through Search Engine Marketing Campaigns.
2.2. Disclaimer of Warranties.
EXCEPT AS SET FORTH EXPRESSLY HEREIN, NIETHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTY, EXPRESS OR IMPLIED, OF ANY NATURE WHATSOEVER WITH RESPECT THIS AGREEMENT AND EACH PARTY HEREBY DISCLAIMS ANY SUCH REPRESENTATION OR WARRANTY, WITH RESPECT TO THE EXECUTION AND
DELIVERY OF THIS AGREEMENT OR THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY.
ALL DATA, INFORMATION, AND REPORTS EXCHANGED BY THE PARTIES HERETO ARE DELIVERED AS IS, WHEREAS, WITHOUT ANY WARRANTIES OF ANY KIND. EACH PARTY SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE FOR ALL INFORMATION AND SERVICES PROVIDED TO THE OTHER PARTY HEREUNDER.
EACH PARTY HERETO ASSUMES THE RISK OF UTILIZING ANY INFORMATION OR DATA RECEIVED FROM THE OTHER PARTY HERETO.
3. Indemnification.
Publisher agrees to indemnify and hold harmless Company and its stockholders, members, managers, directors, officers, and employees (each, a “Company Indemnified Party” and collectively, the “Company Indemnified Parties”) from and against any and all losses, liabilities, claims, costs, damages and expenses (including reasonable attorney’s fees) which any Company Indemnified Party may sustain which is caused by any breach of any representation or warranty made by Publisher in this Agreement.
4. Limitation of Liability.
EXCEPT FOR CLAIMS ARISING UNDER SECTION 4 HEREIN, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THAT PARTY'S PERFORMANCE HEREUNDER, INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOST SAVINGS, EVEN IF THAT PARTY HAS BEEN ADVISED, KNOWS, OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES. AS AN INDUCEMENT TO COMPANY TO ENTER INTO THIS AGREEMENT, AND AS A STRICT CONDITION THEREOF, EXCEPT FOR CLAIMS ARISING UNDER SECTION 4 HEREIN, UNDER NO CIRCUMSTANCES WILL COMPANY’S AGGREGATE LIABILITY TO PUBLISHER EXCEED THE FEES ACTUALLY PAID BY COMPANY TO PUBLISHER.
5. Term and Termination.
5.1. Term. The initial term of this Agreement shall be one (1) year and shall commence on the Effective Date. Thereafter, this agreement shall automatically renew for additional one (1) year terms unless otherwise terminated as set forth below.
5.2. Termination for Convenience. Either Party may terminate this Agreement for any reason at any time upon thirty (30) days’ written notice to the other Party.
5.3. Termination for Cause. Company reserves the right to terminate Publisher’s participation in the Affiliate Program immediately and without prior notice if Publisher commits fraud or should Publisher abuse this program in any way. If such fraud or abuse is detected, Company shall not be liable to Publisher for any commissions for any fraudulent sales. Any pending commissions owed to Publisher will not be paid if Publisher account is terminated due to unacceptable advertising or solicitation
5.4. Effect of Termination. Upon expiration or termination of this Agreement, Publisher shall discontinue all use and display of all of Company’s Web Site links, buttons, banners, Company’s Web Pages, and related content. Also, the Publisher must stop using and delete all information about vehicles that Company provided, including photos, technical data of vehicles and other content. Any termination of this Agreement pursuant to this section shall be without prejudice to any other rights or remedies a Party may be entitled to hereunder at law or in equity and shall not affect any accrued rights or liabilities of either Party.
6. Promotional Terms.
6.1. Publisher is prohibited from using an identical or virtually identical (variations or misspellings thereof in Publisher’s domain name) Company trademark as a part of their domain, second-level domain and / or subdomain.
6.2. Publisher is prohibited from using any content on their website (social account, public post or any other online or offline location) that could deceive referrals to believe the website (social account, public post or any other online or offline location) is directly related to Company. Additionally, Publisher may not advertise in any way that effectively hides or misrepresents their own identity, domain name and / or return email address.
6.3. Publisher is not allowed to replicate or reproduce the look, feel and structure of Company’s website.
6.4. Publisher is allowed to use trademark creatives provided by Company only. Custom materials might be created and used by Publisher only after official approval of Company.
6.5. Publisher is prohibited from using any content that could fall into the following categories: adult content, gambling, content not yet rated, sensitive social issues, discrimination based on race, sex, religion, nationality, disability, sexual orientation, age or any other kind of discrimination, tragedy & conflict, violence, or is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to society or violates the law in any way.
6.6. FTC disclosure on Publisher’s website or any other placement is mandatory – Publisher must disclose that the compensation is being received for the content posted on Publisher's website or any other placement.
6.7. Company reserves the right to monitor Publisher’s site at any time to determine whether Publisher is following the terms and conditions of the Terms of Service. Company may inform Publisher of any changes to Publisher’s site that should be made, or to ensure that Publisher’s links to Company website are located appropriately and to notify Publisher of any other changes that should be made. Company also reserves the right to terminate Publisher’s participation in the Affiliate program if the necessary changes to the website are not implemented within a reasonable time (5 days).
6.8. Publisher is solely responsible for the maintenance and information updates on their site. For example, if the Company pricing policy changes, it will be up to Publisher to keep up and update the information on their site. Company may monitor Publisher’ sites to make sure that it is up-to-date and to notify Publisher of any changes that should enhance the performance.
7. General Terms.
7.1. Entire Agreement. This Agreement contains the entire agreement between Company and Publisher with respect to the subject matter hereof and supersedes all prior oral and written communications, proposals, negotiations, representations, understandings, courses of dealing, agreements, contracts, and the like between the Parties. This Agreement may not be modified or amended except by a written agreement executed by both Parties.
7.2. Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provisions it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
7.3. Waiver. The failure of a Party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that Party’s right to subsequently enforce and compel strict compliance with that provision or any other provision of this Agreement.
7.4. Applicable law, Venue. All questions concerning the construction, validity, an interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal law, not the law of conflicts, of the State of Florida. Each Party hereto consents to venue over any dispute relating to this Agreement in the courts of Florida.
7.5. Assignment. This Agreement shall be binding upon, inure to the benefit of, and be enforceable by Company and Publisher and their respective successors, heirs, legatees, personal representatives (and assigns as permitted by this Section). No assignment, delegation or other conveyance of this Agreement or of any rights or obligations hereunder may be made by a Party (by operation of law or otherwise) without the prior written consent of the other Party.
7.6. Survival. The provisions of this Agreement that by their nature are reasonably intended to survive the Agreement’s termination, including, but not limited to, Section 4, shall survive the termination of this Agreement.
7.7. Notices. All notices, request, consents, demands, or other communications given under this Agreement shall be in writing and shall be deemed duly given and received (a) upon personal delivery to the Party to whom it is directed; (b) seven days after being sent by certified or registered mail return receipt requested, to the party to whom it is directed, postage and charges pre-paid; (c) one business day after being sent by express overnight delivery by a national carrier to the party to whom it is directed; (d) the same day if any notice is delivered to the other Party by email or facsimile transmission.
7.8 Independent Contractor. The Parties understand and agree that Publisher and Company are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. Neither Party, nor their respective employees or agents shall have, nor represent themselves as having, any authority to approve or accept any proposal on behalf of the other Party, or make any promise, representation, contract or other commitment binding upon the other Party.
7.9 Headings. The headings, recitals, and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing or enforcing any of the provisions of this Agreement. Common nouns and pronouns will be deemed to refer to the masculine, feminine, neuter, singular and plural as the context may require.
