PAYKICKSTART, LLC, AN INDIANA LIMITED LIABILITY COMPANY (“PAYKICKSTART”), IS WILLING TO PROVIDE RIGHTS TO PARTICIPATE IN THE PAYKICKSTART AFFILIATE PLATFORM ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE TERMS CAREFULLY. BY CLICKING ON “I ACCEPT”, YOU WILL INDICATE YOUR AGREEMENT WITH THEM. ALL REFERENCES TO “WE”, “US”, “OUR”, OR “THIS WEBSITE” SHALL MEAN PAYKICKSTART AND THIS WEBSITE, PAYKICKSTART.COM. IF YOU ARE NOT ACTING ON BEHALF OF YOURSELF AS AN INDIVIDUAL, THEN “YOU” MEANS YOUR COMPANY OR ORGANIZATION. YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND YOUR ENTITY TO THESE TERMS, IN WHICH CASE “YOU” OR “YOUR” SHALL REFER TO YOUR ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY, THEN WE ARE UNWILLING TO AUTHORIZE PARTICIPATION IN THE PAYKICKSTART AFFILIATE PLATFORM.
PAYKICKSTART VENDOR AGREEMENT
Effective Date: July 14th, 2015
To Review Material Modifications Since July 14th, 2015, Scroll To The Bottom of The Page.
1.1 “Affiliate” means an individual person or entity that is registered and authorized to participate in the PayKickstart Affiliate Platform in accordance with the terms of this Agreement for purposes of promoting the Products (defined below) of Vendors for commissions based on sales procured for the Vendor.
1.2 “Affiliate Platform” means the online service at PayKickstart.com that permits Vendors to authorize Affiliates to promote their products and services for commissions based on sales procured for the Vendor, subject to the terms and conditions of this Agreement.
1.3 “Order Form” means the form specifying Vendor’s requirements for authorizing an Affiliate to promote the Vendor’s Products.
1.4 “Products” means the Products offered by a Vendor for promotion through the Affiliate Platform.
1.5 “Vendor” means an individual person or entity that is registered and authorized to participate in the PayKickstart Affiliate Platform for purposes of (i) approving specified Affiliates to promote their Products, and (ii) to pay commissions to approved Affiliates based on sales procured by approved Affiliates.
2.1 No Prior Approval. The Affiliate Platform is a private network. We do not exercise rights to approve of your registration as a Vendor, but we reserve the unqualified right to terminate this Agreement and your participation in the Affiliate Platform with or without cause.
2.2 Vendor Approval of Affiliates. As an Affiliate Platform Vendor, you may select participating Affiliates to promote your Product(s). You may specify promotional requirements for specific Products for specific Affiliates with Order Forms you create including commissions payable to the Affiliate for completed sales of your Product(s), as well as promotional conditions for your Affiliates. Promotional conditions may include: (i) the types of permitted advertisement formats such as links, banner ads, and other advertising materials and formats, and (ii) the types of media for display of advertisements. You agree that all of your promotional requirements for participating Affiliates will be provided in your Order Forms, which will be mutually agreed upon between you and your participating Affiliate in a signed, written document.
Vendors have the unqualified right to reject any Affiliate that desires to promote their Products for any reason. We do not represent or warrant that you will be approached by any Affiliates for purposes of promoting your Product(s).
6.1 We use tracking methodologies for tracking usage data on the Affiliate Platform and other related analytics, including without limitation, cookies, pixels, web beacons, and other tags. You are not authorized to alter, modify, obscure, or disable any of the tracking methodologies.
6.2 As a software that provides a payment gateway service, data integrity is of utmost importance. Due to the sensitive nature of the service, we have a strict policy in terms of data retention: test mode transactions and associated records to those test transactions may be deleted and do not affect data metrics. However, any and all data collected not associated to test mode-enabled campaigns is tracked and stored permanently. It cannot be altered or deleted in any way.
6.3 You do not obtain any ownership rights in any intellectual property that is part of the Affiliate Platform or otherwise provided by us, including, without limitation, any ownership rights to intellectual property (i) embodied in our technology, website, or software, and (ii) with respect to the tracking URL(s), links, link formats, technical specifications, guidelines, or graphical artwork, or with respect to this site’s domain name. All of the foregoing is protected by U.S. copyright and other intellectual property laws. Use rights for any of the foregoing are only as strictly authorized by this Agreement, or otherwise by our express written consent.
6.4 No license is granted herein for use of our tradename or trademarks, whether registered or unregistered, including without limitation, any of our logos, trade dress graphics, page headers, or icons; however, during the term of this Agreement, you are authorized to use any materials provided by us such as banner advertisement links, button links, and/or a text links which may incorporate our tradename or trademarks, but only in the form provided by us, and only for purposes of indicating PayKickstart as the source of origin. All other trademarks and other indicia or origin that may appear on the Affiliate Platform (i) are owned by third parties and not owned by us, (ii) are the property of their respective third-party owners, and (iii) are subject to the ownership and use rights of their respective third-party owners. No rights are granted by implication, estoppel or otherwise for you to use any trademarks or indicia of origin of any third parties.
6.5 This Agreement does not establish you as PayKickstart’s agent or representative for any other purpose other than those purposes expressly provided herein. You are not authorized to accept orders or to enter into contracts or to create any obligation in PayKickstart’s name, or to transact any business on behalf of PayKickstart.
6.6 The relationship of PayKickstart and you shall be and shall at all times remain, that of independent contractors, and not that of employer and employee, franchisor and franchisee, joint venturers, or partners. No payment of any fee or equivalent charge is required of you by PayKickstart as a condition to enter into this Agreement.
6.7 We have the right in our sole discretion to terminate your account with PayKickstart if your account has been inactive for at least 6 consecutive months while there were no logins to your account or there was no use of your account for transactions.
7.1 For each completed sale of a Product you complete through the PayKickstart Affiliate Platform, you may pay a commission to your participating Affiliates provided that you have specified a commission in the applicable Order Form. (For purposes of clarification, you may elect to pay no commission by setting the commission in the Order Form to “0”). You will be solely responsible for paying each Affiliate the commissions earned in accordance with the applicable Order Form. You will have several options for commissions: (i) instant commissions paid instantly via PayPal, when a sale is made, or removed automatically from the affiliates’ PayPal account when refunded (we use PayPal Adaptive Payments for this option), and Affiliates must approve this from PayPal within their PayKickstart account prior to accepting Instant Commissions; (ii) delayed commissions that are released to the Affiliate either manually or automatically by you after a preselected time (e.g 30 days, or after refund period expires); and (iii) commissions sent through PayPal; (iv) commissions sent through bank wire, and (v) commissions sent by check. WE MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY POTENTIAL INCOME YOU MAY MAKE.
7.2 You are responsible for specifying your refund policy in your Order Forms and for paying all refunds to your participating Affiliates. When a refund is granted, any commissions related to that sale will also be returned, automatically by the Affiliate Platform.
7.3 We will undertake commercially reasonable efforts to track purchase of Products your participating Affiliates promote for purposes of accounting for commissions earned by us.
7.4 You are solely responsible for ensuring that all taxes and related charges incident to any sale of your Products is paid in full. PayKickstart assume no responsibility for any taxes and related charges.
7.5 PayKickstart Default Tax Profiles are to be used at your sole discretion. They are to be used as a guidance. PayKickstart is not liable for any discrepancies and differences based on your local, state, and/or federal tax laws. As a Vendor, you have the ability to edit said tax profiles at your own discretion.
7.6 In the event of a dispute between affiliates regarding credit for a completed sale, we reserve the right in our sole discretion, either alone or in concert with PayKickstart, to determine which of the competing affiliates should be credited with the disputed commission. All decisions shall be final.
8.1 The following are not authorized for your participating Affiliates’ promotions: (i) tool bars, banner networks, news groups, chat rooms, forums, message boards, adware, pop-up/pop-under technologies, plug-ins, spyware, adware, and (ii) devices, programs, robots, iframes, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods designed to appear as if a consumer is generating a lead. You are not authorized to permit your participating Affiliates to display a your website in a way this is different from the direct click by an end-user.
8.4 You are not authorized to permit your participating Affiliates to promote any Product, either directly or by combination with another product, or use advertisements or marketing materials that feature or utilize pornography, racially or ethnically discriminatory, political issues, software pirating or hacking, hate-mongering, gambling, pyramid schemes, multi-level (MLM), franchise, or business opportunities as regulated by the FTC Biz Op Rule, or otherwise use objectionable or illegal content.
8.5 You are not authorized to to promote and/or sell any Product, either directly or by combination with another product, or use advertisements or marketing materials that feature or utilize pornography, racially or ethnically discriminatory, political issues, software pirating or hacking, hate-mongering, gambling, pyramid schemes, or business opportunities as regulated by the FTC Biz Op Rule, or otherwise use objectionable or illegal content.
8.6 You acknowledge that are solely responsible for your costs and expenses associated with your promotion of Products through the Affiliate Platform, including without limitation costs associated with assisting your participating Affiliates with advertising, mailing, marketing materials, and your website operations. Your financial responsibility applies regardless of whether your promotions result in sales or not.
8.7 We do not provide legal advice or review your promotions for legal compliance, or for any purpose. You are solely responsible for the content of your promotions and your promotional efforts through your participating Affiliates. You agree that you will not permit your participating Affiliates to promote Products with any illegal material or means, including without limitation, infringement of another’s intellectual property rights such as copyrights, trade secrets, trademarks, trade dress, rights of publicity and privacy, moral rights, and rights of attribution. You agree that you will not permit your participating Affiliates to engage in promotions that are defamatory regarding other persons, products, or services.
8.8 We strongly recommend that you seek legal counsel to advise you regarding your promotions through your participating Affiliates. You agree that your promotions through your participating Affiliates will incorporate Truth in Advertising Principles, and will not incorporate any marketing or advertising methods or claims that are false, misleading, or otherwise in violation of any applicable law or regulation, including without limitation, the Federal Trade Commission Act and regulations promulgated and enforced by the Federal Trade Commission (“FTC”), the Federal Communications Commission (“FCC”), consumer protection laws of any State in the United States, or any other regulatory body whether federal or state. In addition, you agree you will not authorize promotions that do not comply with the CAN-SPAM Act, the Telephone Consumer Protection Act (“TCPA”) and any applicable state laws regarding anti-spam, text messages and/or Do-Not-Call Registries.
8.9 You agree that you will not permit your participating Affiliates to suggest that they are representing PayKickstart, LLC or this website in any way, or that they are endorsed by PayKickstart, LLC or this website.
8.10 You are authorized to permit your participating Affiliates to use search engine optimization and online advertising in your marketing efforts; provided, however, you are not authorized, or to permit your participating Affiliates, to purchase or register, any keywords, search terms or other identifiers that include any principal words in our or any Vendor’s tradename, domain name, or any of our trademarks or logos, or any variation thereof (“Proprietary Terms”) for use in any search engine, portal, pay-per-click advertising service, or other search, advertising, or referral service.
9.1 You acknowledge that we may crawl or otherwise monitor your participating Affiliates’ website(s) by visitation (either directly by us or by a third-party service provider) for the purpose of ensuring the quality and reliability of the links to this site. You agree that we may monitor your marketing methods, procedures, and communications. You also agree that we have the right to require you to modify or cease any of your marketing methods, procedures, and communications.
9.2 PayKickstart’s rights to monitor do not imply, and should not be construed to grant, rights for PayKickstart to control the marketing and promotional activities of Vendors and Affiliates. PayKickstart has no right or authority to control, nor will PayKickstart exercise any purported right to control, the marketing and promotional activities of Vendors and Affiliates. Vendors and Affiliates are not agents of PayKickstart.
10.1 The Federal Trade Commission (“FTC”) classifies your participating Affiliates as “endorsers” for Products that they market for you as an affiliate. Accordingly, they are required to disclose their “material connections” in their capacity as your affiliate. This means, among other things, that they should disclose the fact that they are compensated for promoting Products. Refer to the following for guidance: (i) our Testimonial Policy linked at the bottom of each page of this site, and (ii) the following FTC publications – (i) Guides Concerning the Use of Endorsements and Testimonials in Advertising), and (ii) Dot Com Disclosures. You agree (i) to comply with any guidelines we provide to you from time to time regarding your obligation to manage your participating Affiliates, and (ii) to monitor your participating Affiliates and to report to us promptly after discovery any Affiliate that you believe is not in compliance with FTC regulations.
10.2 The FTC and various state laws prohibit advertising that is false or misleading. Accordingly, your Affiliates are required to substantiate their advertising claims prior to dissemination to state these claims in clear language that is both true and also not misleading. Refer to the following FTC publication for guidance: Advertising and Marketing on the Internet: Rules of the Road. You agree to provide information to your Affiliates that is not false or misleading, and you agree to monitor your Affiliates and to report to us promptly after discovery any Affiliate that you believe is not in compliance.
13.1 You agree to indemnify, defend, and hold harmless PayKickstart, its related parties and affiliates, and their respective directors, officers, employees and agents from and against any and all claims, demands, suits, losses, damages, costs, fees, and expenses resulting from or arising or associated with, directly or indirectly claims brought by third parties and first party claims by PayKickstart, out of your negligence, willful misconduct, breach of any provision or representation or warranty of this Agreement, or any violation of any law or regulation in connection with your participation in the Affiliate Platform, including without limitation, regulatory enforcement actions and actions and claims of infringement of another’s intellectual property rights such as copyrights, trade secrets, trademarks, trade dress, rights of publicity and privacy, moral rights, and rights of attribution. Upon receipt of notice a claim or action for which we are entitled to indemnification, we will (i) promptly notify you in writing of the claim or action against which indemnification is sought under this Section; and (ii) provide you the opportunity to assume the entire defense and settlement of such claim or action at your cost and expense; provided, however, that we shall have the right to be represented separately by counsel of our own choosing at our own expense. No settlement may be consummated without our express written authorization, which shall not be unreasonably withheld or delayed.
13.2 If at any time we determine in our sole discretion that you are not willing or able to adequately defend and/or indemnify us in accordance with this Section, we reserve the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder.
13.3 You agree that we may, at our own discretion, and where possible, deduct our reasonable costs and expenses directly from your account from monies payable to you by us. We may also negotiate with you in good faith to deduct the amount due from your future earnings should you not have sufficient monies payable to you at the time we seek restitution.
13.4 You hereby acknowledge that Vendors are intended third party beneficiaries of the indemnification obligation of this Section.
13.5 You are fully responsible for your actions that result in demands or claims such as takedown notices or copyright infringement claims under the Digital Millennium Copyright Act (“DMCA”), as well as other actions (responding to regulatory requests, and the like) for which we may be required to respond.
13.6 This Section in no way limits our right to seek any other remedies available to it herein or under law to recover its costs and expenses for addressing such demands or claims.
20.1 The term of this Agreement will begin your acceptance of this Agreement and will end when terminated by either party. Either you or we may terminate this Agreement at any time for convenience, with or without cause, by giving the non-terminating party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to this site and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you in connection with the Platform.
20.2 Notwithstanding anything to the contrary contained herein, if we terminate this Agreement due to our determination that (i) you have violated the material terms of this Agreement, or that (ii) your marketing practices appear to us to be in violation of FTC regulations, or any other law or regulation of any regulatory authority, we may alone or in concert with PayKickstart cause you to forfeit any commissions you may have earned under this Agreement.
Material Modifications Since July 14th 2015 – none.
Talk to a knowledgeable product specialist to learn more about your requirements and ensure PayKickstart is the perfect fit for your needs.
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