UNGEX Affiliate Program Agreement - Key Points
Introduction: Affiliates are important and treated with fairness and respect. Direct communication via email (info@ungex.com).
Legal Agreement: By submitting the online application, affiliates agree to the terms and conditions.
Affiliate Obligations: Complete and submit the online application via AWIN now.
Applications may be re-evaluated and rejected at Ungex's sole discretion if the site is deemed unsuitable.
Unsuitable Site Criteria (examples):
Promotes sexually explicit materials, violence, discrimination (race, sex, religion, nationality, disability, sexual orientation, age), illegal activities, infringes intellectual property, includes "Ungex" in its domain name, is otherwise unlawful/harmful/defamatory, contains commission-diverting software, or resembles Ungex's website.
Affiliates may access an Affiliate Account Manager via AWIN.com.
Ungex reserves the right to review and approve link placement.
Affiliates are responsible for site maintenance and updating.
Affiliates are solely responsible for following intellectual property and other laws.
UNGEX Rights and Obligations:
- Right to monitor affiliate sites to ensure compliance.
- Right to request changes to affiliate sites.
- Right to terminate the agreement immediately without notice for fraud or abuse of the program; no commissions will be paid in such cases.
- Agreement begins upon application acceptance and continues until terminated.
Termination: Either party can terminate the agreement at any time with or without cause, by written notice (mail, email, fax). Breach of the agreement by the affiliate results in immediate termination.
Modification: Ungex may modify terms and conditions at any time, with notification via email. Continued participation implies agreement to changes.
Payment: Handled by AWIN; affiliates should review AWIN payment terms.
Access to Affiliate Account Interface: Affiliates will use a password to access AWIN's secure interface for reports and commission calculations.
Promotion Restrictions:
Prohibited Advertising: Spamming (unsolicited commercial email, postings to non-commercial newsgroups, cross-posting), advertising that conceals identity/domain/email.
Permitted Advertising: Mailings to existing customers/subscribers with opt-out option, postings to newsgroups that welcome commercial messages.
Affiliates must always represent themselves as independent from Ungex.
PPC Restrictions: Bidding on "Ungex" or similar keywords that redirect traffic directly to Ungex's site without first landing on the affiliate's own website is prohibited and considered a trademark violation, leading to a ban.
Affiliates may key in prospect information into lead forms if it's real, true, and valid.
Prohibition of "interstitials," "Parasiteware™," "Parasitic Marketing," "Shopping Assistance Applications," "Toolbar Installations," "Shopping Wallets," or "deceptive pop-ups/pop-unders" that interfere with tracking or redirect traffic.
Grant of Licenses: Ungex grants a non-exclusive, non-transferable, revocable right to access their site via HTML links and use their licensed materials (logos, trademarks) for promotion, solely on behalf of Ungex.
Disclaimer: Ungex makes no express or implied warranties regarding its service, website, products, or services. No guarantee of uninterrupted or error-free site operation.
Representations and Warranties (Affiliate): Affiliates confirm the agreement is legally binding, they have the authority to enter it, and they have sufficient rights to the granted licenses.
Limitations of Liability: Ungex is not liable for indirect, incidental, consequential, special, or exemplary damages. Cumulative liability to affiliates will not exceed total commission fees paid.
Indemnification: Affiliates agree to indemnify Ungex against losses arising from infringement claims, misrepresentation, or claims related to the affiliate's site.
Confidentiality: Confidential information disclosed by either party remains their sole property and must be kept in confidence.
Miscellaneous:
- Affiliates are independent contractors; no partnership, joint venture, agency, franchise, sales representative, or employment relationship is created.
- Neither party can assign rights or obligations except in case of substantial business asset transfer.
- Agreement governed by New York State laws.
- Modifications or waivers must be in writing and signed by both parties.
- This agreement supersedes all prior agreements.
- Headings are for convenience only.
- If any provision is invalid, it will be eliminated or limited to effectuate intent.
