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PROMOTER AGREEMENT

BY CLICKING ON THE “I AGREE” BUTTON AT THE BOTTOM OF THESE TERMS, YOU ACCEPT THESE TERMS AND CONDITIONS AND YOU (“PROMOTER”, “YOU”, “YOUR”) WILL ENTER INTO THIS AGREEMENT (“AGREEMENT”) WITH PROMOTINGPAYS.COM (“WE”, “US”, “OUR”) UNDER THE TERMS AND CONDITIONS BELOW. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, “YOU” AND “YOUR” REFERS TO THAT COMPANY. IF YOU DO NOT AGREE TO THESE TERMS, CLICK ON THE “DO NOT AGREE” BUTTON OR LEAVE THE WEBSITE.

Website refers to all pages to which we grant you access as part of PromotingPays.com. This agreement is also subject to the website terms of use and privacy policy, both of which are incorporated into this agreement. This agreement takes precedence over any provisions contained in the terms of use or privacy policy.

1. Your Responsibilities.
Leads/referrals. We will make promotional marketing materials from merchants (“marketing materials”) available to you on the website. You will use good faith efforts to distribute marketing materials to potential customers. The form of the marketing materials will be specified on the website, e.g. paper flyer, email link, barcode and others. Email distribution of marketing materials may only be distributed using tools we provide. A merchant must register the lead/referral on the website or through tools provided by us for you to receive credit and payment for a sale resulting from the lead/referral.

Restrictions. You may not distribute marketing materials on any site that displays adult content or banners; or sites that promote hatred, terrorism, bigotry or the like; or sites that use malware, viruses, adware, spyware, keylogging, phishing, spoofing or any other methods deemed malicious or illegal. You may not alter materials provided by a merchant. You may not distribute marketing materials in violation of anti-spamming rules, regulations and statutes. You may only distribute marketing materials using email: to the same recipient once per day; to the same recipient for the same offer once per week and up to a maximum of 20 recipients in a single distribution.
You may not use merchant trademarks, service marks and the like in your internet advertising or marketing campaigns. You may not register or use any internet domain that contains or is similar to merchant trademarks, service marks and the like. You may not use telemarketing sales practices to promote merchant products and services.

Content. You will not (a) copy, display, distribute, or otherwise use the website in any manner or for any purpose not expressly authorized by this Agreement; or (b) create derivative works of or otherwise modify the website; or (c) reverse engineer, decompile or disassemble the website; or (d) use the website to store or transmit (i) material in violation of third-party privacy rights; or (ii) libelous, or otherwise unlawful or tortious material; or (iii) material that infringes any copyright, trademark, patent, trade secret or other proprietary right of any entity or individual; or (iv) viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs.

2. Payments.
We will pay you for referrals that result in closed sales as follows:
a. You will receive payment at the rate or amount specified by the merchant;
b. We will pay you within 30 days after we receive payment from the merchant; and
c. All payments will be made through a PayPal account that you have established.
d. Payments to promoters for closed sales will be made solely through the website. You agree not to accept payments directly from merchants. From time to time, we may revise the electronic payment processes on the website. As part of the payment process, we will collect information about you and your sale including IP address, time and date. Payments will be deemed authorized and final when paid to you.
e. After you receive $599.99 from us in calendar year, you will be required to provide your tax identification information through a third party secure website we use. Additional payments will be withheld until such information is provided.

3. Service Levels.
We will use reasonable commercial efforts to make the website available during normal business hours. You acknowledge that the website may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. You also acknowledge that the website is hosted on equipment not under the control of us. Thus, we are not responsible for any limitations, delays, downtime or other problems caused by the internet or hosting provider.

4. Termination.
We have the right, in our sole discretion, to 1) terminate this agreement and suspend your access to the website and 2) to remove any improper content store, uploaded or transferred to the website in violation of this Agreement. You acknowledge that a merchant may terminate their relationship with us in their sole discretion. In such case, we will still pay you for closed sales resulting from leads received by merchant prior to termination according to section 2 above.

5. Intellectual Property Ownership.
We and our affiliates own all right, title and interest in and to the website. You maintain all right title and interest into your content.

6. Limited Warranties and Remedies.
PROMOTINGPAYS.COM IS PROVIDED “AS IS”. NO WARRANTIES OR COMMITMENTS, EXPRESS OR IMPLIED, ARE MADE WITH RESPECT TO THE WEBSITE INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEMS INTEGRATION, TITLE, SATISFACTORY QUALITY AND NON-INFRINGEMENT.

Each party warrants that it will comply with all applicable statutes, laws, rules and regulations in the exercise of its rights and the performance of its obligations under this Agreement.

7. Limitation of Liability
IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES BE LIABLE TO YOU OR ANY OF YOUR AFFILIATES FOR ANY DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF WE OR ANY OF OUR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF AN AGREED REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS HELD UNENFORCEABLE FOR ANY OTHER REASON.

8. Indemnity.
You agree to indemnify, defend and hold us harmless from a third party claim arising from your actions or referred products or services or breach of any provision of this agreement

9. Audit.
You will keep accurate and complete records relating to leads/referrals and your activities under this Agreement. At our discretion, we may audit such records.

10. Notices.
All notices will be in writing and will be deemed to have been given when (a) personally delivered; or (b) sent by electronic mail; or (c) sent by a commercial overnight courier. You will provide notices to: PromotingPays.com 345 US Hwy 9 Suite #201 Manalapan, NJ 07726; email: info@promotingpays.com.

11. Assignment.
This Agreement may not be assigned or otherwise transferred in whole or in part by you, including by operation of law, without our prior written approval.

12. Confidentiality.
Each party will treat the other party’s confidential information with the same care as it treats its own confidential information and, upon termination of this Agreement, will return to the other party any of its confidential information under its control.

13. General.
This Agreement and the parties’ relationship under it will be interpreted under and governed by the laws of the State of New Jersey and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction. This Agreement will not be subject to the United Nations Convention on the International Sale of Goods. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement, the parties’ relationship under it or the website will be subject to the exclusive jurisdiction of the state and federal courts with jurisdiction over Morganville, NJ. Both parties hereby irrevocably consent to the exclusive jurisdiction of and venue in such courts and waive any right to a jury trial in any such proceeding. In any dispute, the prevailing party will be entitled to recover its cost of enforcing its claim, including but not limited to reasonable attorney fees. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect. No joint venture, partnership, employment or agency relationship exists between you and us as a result of this Agreement or your use of the website. The failure of either you or us to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to in writing by the party otherwise entitled to exercise or enforce it. Any provision of this Agreement that would reasonably be expected to survive will survive the termination of this Agreement. There are no intended third party beneficiaries of this Agreement. This Agreement comprises the entire agreement between you and us and supersedes all prior or contemporaneous negotiations, discussions, agreements or statements, whether written or oral.