OUTAIME.IO AFFILIATE AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS. THIS IS A LEGAL AGREEMENT BETWEEN YOU AND OUTATIME.IO
You will be paid as an independent contractor and are required to fill out a W-9 or related tax form before OUTATIME.IO AND/OR RELATED COMPANIES can pay any commissions. These documents are readily accessible in your own personal account or Main Control Panel located within the members portal. You will not be paid for commissions unless you supply us with the forms required. You will also receive a 1099 or other tax related document at the end of the year from OUTATIME.IO AND/OR RELATED COMPANIES or any Third Party Administrator. OUTATIME.IO AND RELATED COMPANIES will pay all commissions between the 15th to 20th of every month (or next business day if on a holiday or weekend) for any qualified business, including any outstanding commissions from prior month, if applicable. You must accumulate at least $50.00 in commissions before payout. If you are not an active member at the time of commissions payout, you will forfeit the commissions. If you never accumulate at least $50.00 in commissions, and then become inactive for more than a 90 day period, you will forfeit any and all outstanding commissions that were left behind and have your account closed.
It is forbidden for you to sign yourself up and/or make purchases with your own affiliate link, plus our system is designed to where you can not earn a commission from your own link anyway. This will get your account shut down. You may only have (1) one affiliate account.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in OUTATIME.IO’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and advertising to our web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to OUTATIME.IO, and “you,” “your,” and “yours” refer to YOU the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application or join as a member by submitting your Name and email address. The fact that we sometimes auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion even after sales have been made. We may cancel your application if we determine that your site or advertising is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, ***, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes “Merchant” or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are OUTATIME.IO or any other affiliated business
2.2. As a member of OUTATIME.IO Affiliate Program, you will have access to an Affiliate Account. Here you will be able to review our Program’s details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the OUTATIME.IO AND/OR RELATED web sites) and banner creatives, browse and get tracking codes for our coupons and deals and view commissions earned. In order for us to accurately keep track of all guest visits from your site and advertising to ours, you must use the HTML code and/or affiliate number that we provide for each banner, text link, or other affiliate link we provide you with
2.3. We reserve the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person’s copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party rights.
2.6 All affiliates are required to abide by all Outatime.io notices, terms and conditions especially SEC/FTC, Social Media, and Testimonial Notices, and must read, understand and acknowledge that you agree before promoting.
Outatime.io Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify you further of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Outatime.io Affiliate Program.
3.2. We reserve the right to terminate this Agreement and your participation in the Outatime.io Affiliate Program immediately and without notice to you should you commit fraud in your use of our Program or should you abuse this program in any way. If such fraud or abuse is detected, Outatime.io shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
3.4 Outatime.io reserves all rights to consign this agreement and rights by way of any merger and/or acquisition with or without any prior notice or approval and in no way shall be liable for any changes that may occur thereafter.
Either you or we may end this Agreement AT ANY TIME, with or without cause, or prior notice by giving the other party written notice. Written notice can be in the form of Postal mail, email or fax. In addition, this Agreement shall be considered terminated immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions INCLUDING COMMISSION AMOUNTS in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures, amounts earned and Affiliate Program rules and can be considered applied retroactively as well. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in our Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
Outatime.io uses a third party to handle all of the payment processing to affiliates, we specifically disclaim any and all liability once payment has been made to the processing company, including your ability to access your funds from your Debit Card and/or chosen financial institution. Some Bonuses and/or commission amounts can be, and/or include, partially or as a whole, payments as a credit amount in the form of an account credit for the purchase of goods and/or services from our website or others. International affiliates or those who wish to be paid by crypto currency or other currency other than the United States Dollar (USD) hereby agrees and understands that there will be a currency exchange rate/fee by Outatime.io and/or payment facilitator that could range anywhere from 1 percent to 10 percent. Affiliate agrees that Outatime.io may disclose personal and/or sensitive affiliate information for the purpose of paying commissions and holds Outatime.io harmless in the activities of 3rd party services.
7. Access to Affiliate Account Interface
You will create a password so that you may enter our secure affiliate account interface. From your account you will be able to receive your reports that will describe our calculation of the commissions due to you. We do not guarantee that you will be able to access these reports or your account 100 percent of the time, or that all calculations are 100% correct.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions Outatime.io and/or our promotions could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Outatime.io. For example, advertising commonly referred to as “spamming” is unacceptable to us and could cause damage to our name. Prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote to as long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote so long as the news group specifically welcomes commercial messages. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Outatime.io Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates that exclusively bid in their Pay-Per-Click campaigns on keywords such as Outatime, Outatime.io and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords, will be considered trademark violators, and will be banned from our Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Affiliates are not prohibited from keying in prospect’s information into the websites form, as long as the prospects’ information is real and true, and these are valid leads and you have their express permission to do so.
8.4. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited our site. As used herein “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated the click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of our site in IFrames, hidden links and automatic pop ups that open our site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Outatime.io Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of our program and not any other and the goodwill associated therewith will inure to the sole benefit of Outatime.io.
9.2. Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
OUTATIME.IO MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING OUR SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF OUR ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
11.4 That you are at least 18 years of age and not a current resident of our banned Countries HERE
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL OUTATIME.IO, IT’S RELATED COMPANIES, OFFICERS AND/OR OWNERS HAVE ANY CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU THAT OUTATIME.IO IN ITS SOLE DETERMINATION HAS DECIDED UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless Outatime.io , and its subsidiaries/partner Companies and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) including (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us, including commission amounts determined by us, whether correct or incorrect, or our software system.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked “Confidential,” will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Outaime.io . You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
15.2. 15.2. Affiliate may not assign its rights or obligations under this Agreement to any other party, without the express written consent of Outatime.io., and in so much as this agreement requires a unique and specialized on going effort to sustain, is not willable or inheritable and can not be bequeathed to others or a trust.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the Home Jurisdiction of Outatime.io, by standard English Language Interpretation, without regard to the conflicts of laws and principles of YOUR Jurisdiction.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties as well as a legal Notary Public.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
16. Binding Mediation and Arbitration
If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures for a minimum discussion time of 12 months before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The initiator of the dispute shall bear all costs required for the mediation and arbitration. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.
To obtain support and/or clarification concerning this agreement feel free to contact us by email at [email protected] or by postal mail at Outatime, LLC Box 4844 Anniston, AL. 36204
Version 1.21 Effective July 20th, 2020