Wo.ink AFFILIATE PUBLISHER SERVICE AGREEMENT
These terms will walk you through how our Wo.ink affiliate programs work and what you can expect from us. As an Wo.ink affiliate, we strive to always do whatever we can to make sure you’re 100% happy. However, due to the very nature of our business where we sell 3rd party services, courses, applications and other products, there are certain things that we can’t directly control. Regardless, we still want you to know that we’ll always strive to have your back to the best of our ability which is where the below comes in. Enjoy and thanks for being an afffiliate!
Here’s a few example guidelines for promotion of things to avoid:
- Building audiences that only target current Wo.ink customers
- Reaching out to partners directly, with the sole purpose of reselling or trading outside of wo.ink
- Promoting with a coupon code that has not been first explicitly discussed and approved by Wo.ink
- Taking out paid advertisements (SEM, FB, IG, Display) that directly compete with the Wo.ink or brands or our partners brands
- Bidding on any match variation of the brand name keyword "Wo.ink" or any brand name of any existing or past Wo.ink partner using any search engine ads
- Using paid search ad copy that poses as coming from Wo.ink our our partners is in any way misleading users as to your promotion of Wo.ink products
- Using paid ads audiences that have been created by targeting current or past Wo.ink customers - this includes, but not limited to, Wo.ink's Official Social Groups or Pages (FB, IG, Twitter, Reddit, Quora, LinkedIn), or Wo.ink email lists.
- Cold emailing or spamming for any marketing campaigns associated with affiliate promotion unless user consent was given
Below is the full publisher service agreement for our affiliate program. Please read it carefully and keep in mind that you must agree to be legally bound by the terms of this agreement by clicking to accept it where indicated. If you do not agree to these terms you cannot participate in our affiliate programs.
This Affiliate Publisher Service Agreement (this "Agreement") shall govern the relationship between Wo.ink Ltd, and the party requesting the Services ("You" or "Publisher") with respect to the advertising service (the "Service") offered through Wo.ink’s affiliate program at www.Wo.ink (the "Site") using the platform (the “Platform”) owned and Wo.ink may also be individually referred to herein as "Party" and collectively as "Parties”.
If You have registered for or on behalf of an entity, you are deemed to have accepted this Agreement on behalf of such entity. Such entity shall be the Publisher for purposes of this Agreement. To the extent Publisher is a network of third parties, then Publisher shall be responsible to ensure that such third parties comply with the terms of this Agreement and the terms of the applicable Advertiser Program(s). If You do not agree to the terms of this Agreement in its entirety, You are not authorized to: (a) register as a Publisher; (b) use the Service; and/or (c) use the Site or Platform, in any manner or form whatsoever. Wo.ink may, in its sole discretion, refuse to register You as a publisher and/or terminate Your participation in an Advertiser Program (as defined below) at any time for any reason. To the extent that the terms of any Advertiser Program are in conflict or inconsistent with this Agreement, this Agreement shall take precedence and control.
You agree to use the Platform, the Service and any additional products and/or services offered by Wo.ink only in accordance with this Agreement. Wo.ink reserves the right to make changes to the Site, Service, Platform, and this Agreement at any time and the revised version of the Agreement shall become effective after 30 days of being posted on the Site. Following such 30 day period, Your continued
use of the Site, Platform, and/or Service after any such modification thereof shall constitute Your consent to such modification.
In consideration of the mutual covenants and agreements contained herein, the Parties, intending to be legally bound, hereby agree as follows:
1. Participation in Advertiser Programs.
a. Advertising Programs. Wo.ink uses the Platform for its affiliate marketing program. An affiliate marketing program ("Advertiser Program") is where a Publisher or its agent operates one or more media channels, including web site(s) (domain or portion of a domain within the Internet), social media pages, blogs, video channels, groups and/or subscription e-mail list(s) (each, a “Publisher Medium”) to earn financial compensation ("Publisher Fees") for sales ("Transactions") generated from such Publisher Medium through a purchase made by a customer (each, a "Customer") on the Site. Wo.ink works with certain product developers (each, a “Partner”) to offer a product and/or service to Customers at a reduced price (such offering, a “Deal” and collectively, the “Deals”). Wo.ink also offers a certain combination of Deals to Customers for a monthly subscription fee (such program hereinafter, “Briefcase”). Currently there are only two Advertiser Programs being offered to Publishers: (i) Deals and (ii) Briefcase. However, Wo.ink may add, modify, or remove Advertiser Programs at any point without prior notice.
b. Accessing Advertiser Programs. Publisher may apply to Advertiser Programs for the opportunity to earn Publisher Fees by promoting (i) certain Deals, (ii) Briefcase, and/or (iii) other Advertising Programs (as may be available from time to time), in accordance with the applicable Advertiser Program terms and this Agreement. Once approved by Wo.ink for acceptance into a certain Advertiser Program, Publisher consents to and shall be bound by the terms and conditions of the Advertiser Program and Publisher may utilize links to the Site or offers in accordance with the applicable Advertiser Program terms and this Agreement.
c. Support. Support for Publisher's program is available by contacting Wo.ink at affiliates@Wo.ink.
d. Electronic Insertion Orders. The terms, conditions and other details of an Advertiser Program shall be available through the Platform in each “Electronic Insertion Order” (“EIO”). The Parties shall agree to specific terms of the Advertiser Program in each individual EIO. EIOs contain any supplemental terms and conditions agreed between the Wo.ink and the Publisher and are created using the “Insertion Order” function on the Platform. The EIOs shall specify the Transactions and qualifying parameters that entitle Publisher to Publisher Fees from Wo.ink. Wo.ink shall not be a party to the Agreement and/or EIOs. The terms of the EIOs are strictly between Wo.ink and Publisher. Any conflict between provisions of this Agreement and provisions of the applicable EIO shall be resolved in favor of the provisions of the EIO. Please print a copy of these documents for future reference.
- i) Electronic Insertion Orders. Upon execution of an EIO, Publisher may promote the applicable Advertising Program in consideration for Publisher Fees. The Parties acknowledge and agree that: either Party may propose an EIO in the “Insertion Order” section of the Platform interface and that the Platform’s functionality may then be used by the Parties to decline, retract or further modify an EIO before acceptance. EIOs become legally enforceable rights and obligations on the Parties upon acceptance. Wo.ink reserves the right to modify, terminate, or place any affiliate partner on a probationary EIO under a different commission structure at any time, for any reason, and without providing notice to You. Wo.ink also reserves the right to terminate Your access to the Site or Platform at any time.
- ii) Maximum Spend Limits and Number of Action Caps. The Parties acknowledge that in an EIO
Wo.ink may set maximum spend limits and caps on the number of Actions that entitle the Publisher to Publisher Fees.
iii) Any defined terms used in each EIO shall (unless otherwise stated) have the same meaning as set out in the Agreement.
2. Publisher Requirements and Restrictions.
a. Registration. To use the Site and Platform as a Publisher, You must provide Wo.ink with truthful, accurate and complete registration information, including information you provide concerning all Publisher Mediums that you intend to use. If any such information changes, You must immediately contact Wo.ink to update Your registration information.
b. Valid Information. Publisher agrees to provide Wo.ink with valid information about Publisher and Publisher's promotional methods, and to maintain up-to-date account information, including contact information, Publisher Mediums used, ownership, and any other information requested by Wo.ink or a Partner. Wo.ink has the right to confirm and check the truth and accuracy of any registration information at any time. Please note that the verification of Your registration information, specifically, name, address and tax identification number, against third- party database(s) may be considered under certain laws to constitute a "credit check" and You hereby consent to any such verification process. Notwithstanding that, Your participation in the Services as a publisher does not depend on Your credit worthiness or financial stability. If any information is determined by Wo.ink to be misleading, inaccurate or untruthful, Wo.ink may restrict, deny or terminate Your account, Your access and use of the Services, Platform and the Site, and/or any benefits derived from Your participation in any Advertiser Program, including the withholding or forfeit (in whole or in part) of any Publisher Fees to Wo.ink.
c. Legal Compliance. Publisher agrees that it shall comply with all laws and regulations and will not engage in spamming, unlawful mass emailing or any unapproved emailing or in any way fail to comply with the CAN SPAM Act of 2003, 15 U.S.C. 7701, et seq., as amended, or any comparable laws (including, but not limited to, the California version of CAN-SPAM), rules or regulations in any country from or to which Publisher is accessing the Site, Platform or the Services or participating in any Advertiser Program, that govern email marketing and advertising. Publisher agrees that it shall operate its Publisher Mediums and publish Creative (defined below) in compliance with the Federal Trade Commission’s (“FTC”) guidance, including the FTC Guides Concerning the Use of Endorsements and Testimonials in Advertising, and the FTC’s Enforcement Policy Statement Concerning Deceptively Formatted Advertisements and Native Advertising Guide for Businesses.
d. Personally Identifiable Information of Visitors. Publisher represents and warrants that Publisher will not enable the tracking code to collect personally identifiable information (including, but not limited to, emails) of Customers or potential Customers that would allow You to personally identify such Customer or potential Customer.
e. Privacy Policies. You will ensure that any and all websites employed by You in connection with Your participation in any Advertiser Programs will feature an easy-to-understand privacy policy, linked, at a minimum, conspicuously from such website's home page, with a link that contains the word "Privacy", "Legal", "Terms" or similar language. Such privacy policy shall, in addition to the disclosures about Your privacy practices, identify the collection, disclosure and use of any information related to an end user that You provide or may provide to Wo.ink or other websites or persons. Such privacy policy shall also provide information on your use of tracking devices, such as but without limitation to, cookies, including tracking devices enabled by Wo.ink at your request on your behalf. Your website will also include, where required, information regarding the removal of cookies and other tracking devices.
f. Standards. Publisher represents and warrants that all promotional means utilized by Publisher (a) will not contain objectionable content (including but not limited to content that is misleading, illegal, and/or promoting illegal goods, services or activities), and (b) will not mislead others. You further represent and warrant that the content of Your Publisher Mediums (including, but not limited to, communications sent or posted via the Publisher Mediums) do not promote, advocate, facilitate or otherwise include any of the following: (i) hate speech or material that discriminates on the basis of race, ethnicity, gender, age, disability, religion or sexual orientation; (ii) investment, money-making opportunities or advice not permitted under law; (iii) violence or profanity; (iv) pornographic, obscene, sexually explicit or related content; (v) material that defames, abuses, is libelous, is tortuous or threatens physical harm to others; (vi) material that displays any telephone numbers, street addresses, last names, URLs, e-mail addresses, any confidential information or any other personally identifiable information of any third person; (vii) material that impersonates any person or entity; (viii) any indication that any statements You make are endorsed by Wo.ink and/or a Partner, without Wo.ink's and/or Partner's express prior written consent; (ix) promotion of illegal substances or activities (e.g., illegal narcotics, how to build a bomb, counterfeiting money); (x); content which is inappropriate or harmful to children; (xi) promotion of terrorism or
terrorist-related activities, sedition or similar activities; (xii) software pirating (e.g., warez, hotline); (xiii) hacking or phreaking; (xiv) any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (xv) any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. "spamware"), services that send unsolicited advertisements, programs designed to initiate "denial of service" attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet; (xvi) any software, product or service that harvests or collects the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users; (xvii) any spoofing, redirecting or trafficking from other websites in an effort to gain traffic; (xviii) any content that infringes upon the intellectual property rights of any third party or any other right including, without limitation, false advertising, unfair competition, invasion of rights of publicity or privacy; (xix) gambling, contests, lotteries, raffles, or sweepstakes; (xx) any material that violates CAN-SPAM or any similar or comparable laws in any other country or jurisdiction in which You operate; or (xxi) any illegal activity whatsoever (including any violations of U.S. state or federal law or regulation, Canadian provincial or federal law or the laws of any other country or jurisdiction in which You operate). Wo.ink may review Publisher information, conduct and any suspected fraudulent, abusive or otherwise illegal content or activity. Any validated breach of this Section is grounds for immediate termination of this Agreement, forfeit of Publisher Fees, and deactivation of Publisher's account.
g. Promotional Method Restrictions.
(i) Intellectual Property Rights. Publisher represents and warrants that its promotional activities will not infringe on Wo.ink’s its Partner's intellectual property rights, including but not limited to copyright and trademark rights. Publisher shall not create or use any Publisher Mediums on behalf of Wo.ink that use the Wo.ink or Partner’s trademark(s), brands, or brand elements. Nor shall Publisher create or use any Publisher Medium that has a name similar to, or likely to create confusion with, Wo.ink or a Partner’s name or branding. Publisher may use Wo.ink or Partner’s name to describe the Deal (or applicable portion of the Briefcase) in a factual manner. Wo.ink reserves the right to withhold, refuse or withdraw approval of any Publisher Mediums or other marketing channels for any reason, whatsoever, in Wo.ink's sole discretion.
(ii) Restricted Names. Publisher may not use Wo.ink or Partner’s name, or any variation thereof (the “Restricted Names”), in any manner not expressly authorized by this Agreement. Publisher may NOT purchase domain names that have the Restricted Names, variations thereof, or misspellings in them; Publisher may NOT use the Restricted Names, or any variation thereof, in hidden text or source code; Publisher may NOT use the Restricted Names, or any variation thereof, in its domain or sub-domain; Publisher may NOT purchase any keywords on search sites related to the Restricted Names or any variation thereof. Publisher may NOT engage in any paid advertising that prominently displays the Restricted Names, trademarks, brands, or brand elements of Wo.ink or Partners.
(iii) Search Engine Optimization. Publisher may NOT engineer its site in such a manner that pulls Internet traffic away from Wo.ink, Briefcasehq.com, or a Partner’s website; Publisher may NOT engineer its site in such a manner that would be considered "keyword stuffing," such as using terms in hidden or live text that is meant to attract search engine spiders in order to determine higher relevancy to Wo.ink, briefcasehq.com, or a partner’s website;
(iv) Paid Search. Publisher shall not (a) perform bidding on any match variation of the brand name keyword "Wo.ink" or any brand name of any existing or past Wo.ink partner (products listed on Wo.ink) for any search engine ads; (b) use paid search ad copy purporting to come from Wo.ink or is in any way misleading users as to your promotion of Wo.ink products; (c) target ads to audiences comprising current or past Wo.ink customers, including those customers that (i) are members of Wo.ink's social groups or pages on platforms such as Facebook, Instagram, Twitter, Reddit, Quora, and Linkedin or (ii) have joined Wo.ink’s email lists; (d) use cold emailing or spamming for any marketing campaigns associated with affiliate promotion, unless user consent was given pursuant to applicable privacy laws such as CAN-SPAM.
(v) Creative. Publisher shall not alter, modify or otherwise change the creative content, links and code
used to create the advertisements, text link, banner ad or coupon ("Creative"), or any Creative-related feature, that it obtains access to in connection with any Advertiser Program in any manner whatsoever, without Wo.ink's prior express written consent. Except in connection with its operation of Publisher Mediums, Publisher shall not disclose Creative to a third party.
PUBLISHER AGREES TO REVIEW THE AVAILABILITY OF CREATIVE THAT IT HAS PLACED WITHIN ITS MEDIA ON A DAILY BASIS. IT IS THE PUBLISHER'S RESPONSIBILITY TO CHANGE CREATIVE WITHIN ITS MEDIA WHEN THE CREATIVE IS NO LONGER AVAILABLE ON THE SITE OR THE PLATFORM (AS THE CASE MAY BE). Wo.ink ASSUMES NO RESPONSIBILITY TO NOTIFY PUBLISHER WHEN A SPECIFIC CREATIVE IS NO LONGER AVAILABLE ON THE SITE.
(vi) Tags. Site integration tags and tracking pixels ("Tags") included in the Creative or otherwise incorporated may not be altered under any circumstances. Altering, removing or disabling Tags is grounds for immediate termination of this Agreement and applicable EIOs, without notice to you, and you shall forfeit all fees to which you may otherwise be owed. You will not, nor knowingly permit any person to, activate Creatives or inflate the amount of Transactions through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, device, program, robot, Iframes, hidden frames , redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing an Transaction.
(vii) Use of Site, Platform and Services. You may not use the Site, Platform or the Service in connection with aggregating, soliciting or recruiting Partners, other publishers, other sites or other persons to form or join a marketing, advertising or similar network.
(viii) Coupon code. Publisher shall not promote with a coupon code that has not been assigned to Publisher on the Platform.
(ix) Prohibited Media Properties. Publisher shall not use the following types of media properties in regards to any Advertising Program: lifetime deal aggregators, coupon aggregators, buy/sell facilitators. Wo.ink reserves the right to access and be added to any private sites or groups where Wo.ink affiliates are promoting any Deal. Only Publisher Mediums that have been reviewed and approved by Wo.ink may be utilized in connection with the Site, Platform, or Service.
3. Publisher Fees.
a. Tracking Publisher Fees. Advertiser Program data compiled by Wo.ink including, but not limited to, numbers and calculations regarding Transactions and associated Publisher Fees ("Program Data"), will be calculated by Wo.ink through the use of Wo.ink tracking software and shall be final and binding on You. Any questions regarding the Program Data must be submitted in writing within fourteen (14) days of initial appearance in the tracking system; otherwise the Program Data will be deemed to be accurate and accepted by You. Publisher understands and agrees that on occasion the Service, the Platform, and/or the Site may be inaccessible, unavailable or inoperable. Wo.ink will attempt to provide the Service on a continuous basis, but is under no obligation to provide the Service or maintain the availability of the Site on a continuous or uninterrupted basis. Wo.ink's failure to deliver the Service because of technical difficulties does not represent a failure to meet the obligations of this Agreement.
b. Access to Tracking and Reporting Tools. Wo.ink shall provide Publisher with access to tracking and reporting tools via the Platform, and to other various support services that may be updated from time to time on the Site.
c. Payment of Publisher Fees.
(i) Payout. Subject to other provisions in this Agreement and unless otherwise stated in an EIO, all tracking and payment processing facilities in relation to the tracking of Transactions and Publisher Fees shall be provided through Wo.ink. Wo.ink shall aggregate payments due from Wo.ink to the Publisher and make payments to the Publisher in accordance with the payout rate agreed to in each EIO. Wo.ink shall have no obligation to make payment of any Publisher Fees for which payment has no.
(ii) Threshold. Notwithstanding anything contained herein to the contrary, no Publisher Fees will be issued for any amounts due to Publisher that total less than one hundred dollars ($100.00) ("Payment Threshold").
(iii) Chargebacks. A Transaction can be cancelled or returned by a Partner or Wo.ink (“Chargeback”) if: (a) the Transaction is incomplete; (b) if a Customer has cancelled or returns a Transaction; (c) if the Transaction has been made fraudulently or in an otherwise non bona fide manner; (d) if the Transaction is carried out by a person who is outside the area serviced by the applicable Partner; (e) if the applicable Partner is unable to ship goods to a customer in relation to the Transaction or (f) there is any failure on the part of the Publisher to comply with this Agreement and/or the terms of the applicable EIO. Each EIO shall state the period of time within which a Partner or Wo.ink may apply a Chargeback. If no such period is stated, then the default period shall be seventy (70) days.
(iv) Fraud / Breach of Terms. Wo.ink monitors traffic, Transactions, Publisher Fees and other Advertiser Program-related activities for Publisher Fees generated by (a) engaging in fraudulent activity; (b) breach of the terms of this Agreement; or (c) generating fees after a Deal has ended (collectively, “Improper Fees”). Improper Fees include, but are not limited to, funds generated by a Publisher’s purchases of Wo.ink products, including those purchases made on behalf of the Publisher, using such Publisher’s Wo.ink affiliate link. Upon the request of Wo.ink, Publisher shall take down all deal promotions associated with expired deals. Wo.ink reserves the right to reverse any commissions in connection with expired deals and terminate Publisher’s account if Publisher fails to comply with such request within three (3) days.
If Wo.ink suspects that Your account has been used to generate Improper Fees, Your account may be deactivated effective immediately and without notice to You pending further investigation. Wo.ink shall in its sole judgment determine whether You generated Improper Fees, and You agree to be bound by any and all such determinations. It is the obligation of Publisher to prove to Wo.ink that it has NOT engaged in fraud or earned Improper Fees. If, within seven (7) days of Your Publisher Fees being placed in "Pending or Delayed Status" Publisher has not provided Wo.ink with evidence satisfactory to Wo.ink that Publisher has not generated Improper Fees, then Wo.ink may terminate Your account and cancel payments in connection with Improper Fees. Wo.ink shall have no further obligations to You. For the avoidance of doubt, if You add Transactions, or inflate Transactions, through the use of fraudulent means of traffic generation, as determined solely by Wo.ink, You will forfeit all of the Publisher Fees related to that Advertiser Program, and Your account may be terminated effective immediately. If Wo.ink
discovers any previously paid Improper Fees, then upon three (3) days’ prior written notice (i) Publisher shall pay to Wo.ink an amount equal to the Improper Fees and (ii) Wo.ink may reduce any Publisher Fees currently owed to Publisher by such amount. Wo.ink’s aforementioned notice shall set forth the amount of Improper Fees previously paid to Publisher.
(v) Taxes. Every Publisher must have a unique, valid taxpayer identification number, valid Social Security Number, or other applicable unique government identification. Publisher shall be responsible for all applicable taxes or applicable Paypal fees. Publisher shall provide Wo.ink with a recently executed W-9 or W-8-BEN (as applicable) at least once a year. Wo.ink may withhold payment of some or all Publisher Fees until a recently executed W-9 or W-8-BEN (as applicable) has been provided by Publisher.
4. Proprietary Rights.
a. Linking. For each Advertiser Program that Publisher has applied to and been accepted to, Wo.ink is granting to Publisher the right to link to the Site or web offers in accordance with the Advertiser Program terms in the applicable EIO and this Agreement.
b. Wo.ink's Use of Publisher's Information. Publisher authorizes Wo.ink to utilize Publisher's otherwise protected information subject to the provisions of Section 5 below related to confidentiality of Publisher's identification and marketing data.
c. License Grant to Publisher. Subject to this Agreement and the terms of the applicable Advertiser Program and the duration of each EIO, Wo.ink grants to Publisher a revocable, non-transferable, royalty free, license to use the Site, and the Creative supplied by Wo.ink or applicable Partner through the
Platform to the extent necessary only for the Publisher to perform its obligations under each EIO. Such license shall be automatically revoked with respect to an applicable Partner at the termination of such applicable Partner’s Deal. Publisher may not remove or alter any copyright, service marks or trademark notices. Wo.ink reserves any and all rights not explicitly granted in the Agreement.
5. Confidentiality and Early Access Information.
Each Party will take commercially reasonable actions designed to protect the Confidential Information of the other Party from misappropriation and unauthorized use or disclosure, and at a minimum, will take precautions at least as great as those taken to protect its own confidential information of a similar nature. The receiving Party may disclose Confidential Information of the disclosing Party to the extent necessary to comply with applicable Law. Upon request of the other Party, or in any event upon any termination or expiration of this Agreement, each Party will return to the other or destroy all materials, in any medium, which contain, embody, reflect or reference all or any part of any Confidential Information of the other Party. This Agreement and the terms herein and in any EIOs shall be the Confidential Information of Wo.ink. Either Party will be entitled to seek preliminary and/or permanent injunctive relief from any violation or threatened violation of this Section 5 without the necessity of proving actual damages or posting any bond or other security.
"Confidential Information" means all confidential and/or proprietary information and documents furnished or disclosed by or on behalf of a Party or its affiliates, no matter when or how furnished or disclosed. Confidential Information includes, without limitation, (a) all nonpublic information relating to a Party's or its affiliates' technology, business plans, agreements, promotional and marketing activities, finances and other business affairs, and (b) all third party information that a Party or its affiliates is obligated to keep confidential. Confidential Information may be contained in tangible materials, such as drawings, data, specifications, reports and computer programs, or may be in the nature of unwritten knowledge. Confidential Information does not include any information that (w) has become publicly available without breach of this Agreement, (x) can be shown by documentation to have been known to the receiving Party at the time of its receipt from the disclosing Party or its affiliates, (y) is received from a third party who did not acquire or disclose such information by a wrongful or tortious act, or (z) can be shown by documentation to have been independently developed by the receiving Party without reference to any Confidential Information.
Select Publishers may be provided with information concerning Deals prior to the disclosure to other Wo.ink publisher will not disclose it to any third party until and unless such Early Access Information becomes publicly available without breach of this Agreement. Disclosure of Early Access Information by a Publisher in violation of this Agreement is grounds for immediate termination of Publisher’s account and this Agreement.
6. Notices.
Except as provided elsewhere herein, All notices from Wo.ink shall be sent to the email address submitted by You when You signed up for the Service. Notices of termination of an EIO by Wo.ink for convenience shall be made via the Platform or by email.
7. Term.
The Agreement shall commence upon Wo.ink's acceptance of Your publisher application and remain in effect until terminated as set forth herein. Each individual EIO shall continue until the earlier of: (a) a Publisher terminating the EIO using the Platform interface; (b) Wo.ink terminating an EIO for convenience pursuant to the terms of an EIO including notification requirements using the Platform interface; (c) Wo.ink terminating when Partner’s budget has been met; (d) either Party terminating this Agreement or an EIO for breach by the other Party; (e) a Party terminating an EIO during the ‘Change Notification Period’ if the Party does not agree to the other Party’s proposed changes; (f) the date of expiration specified in the EIO; (g) Wo.ink removes Publisher/Wo.ink relationship or terminates the EIO; or (h) a Party is no longer eligible to use the Platform. An EIO may specify whether there is a cure period for breach prior to termination.
8. Termination.
Either party may terminate this Agreement or an EIO at any time. On the expiration or earlier termination of each EIO:
(a) the Publisher shall refund Wo.ink any monies in relation to unfulfilled obligations that Wo.ink has paid the Publisher in advance in relation to an EIO;
(b) Wo.ink shall remain obligated to compensate Publisher for Publisher Fees earned prior to expiration or termination of the EIO; notwithstanding the foregoing, Wo.ink shall have not obligation to compensate Publisher for Improper Fees;
(c) Publisher agrees to immediately remove from its Publisher Mediums any and all Creatives, Wo.ink code or other intellectual property made available to Publisher in connection with its performance under the Agreement;
- (d) License to Creative shall terminate; and
- (e) each Party shall either destroy or promptly return to the other Party all copies in whatever medium of other’s Confidential Information.
In addition, Wo.ink reserves the right, in its sole and absolute discretion, to terminate an Advertiser Program, suspend Your participation in an Advertiser Program and/or remove any Creatives at any time for any reason. Wo.ink also reserves the right to terminate Your access to the Site or Platform at any time. Termination notice may be provided via e-mail and will be effective immediately. The representations, warranties and those obligations that by their terms and context show the Parties intended them to survive the termination of this Agreement for any reason, including provisions governing confidentiality, ownership, indemnification and liability, shall survive the expiration or earlier termination of this Agreement.
9. Representations and Warranties.
The Parties hereby acknowledge and agree that Publisher is solely responsible for the method in which the Creatives are disseminated. You represent and warrant that You will not engage in any activities that violate any EIO terms and conditions. Moreover, You represent and warrant that: (a) Your Publisher website and/or Publisher e-mails are represented by a legitimate second-level domain name (e.g. yoursite.com is acceptable; however, a shared server, e.g., sharedsite.com/yoursite, is not acceptable); (b) Your Publisher website is not offered as a part of a community-based website personal entry or personal page; (c) Your Publisher website and Publisher e-mails do not incentivize users to click on Creatives, including by awarding users cash, points, prizes, and/or contest or sweepstake entries or any other incentives ("Incentives"); (d) Your Publisher Website is not hosted by a free service and is fully functional at all times and at all levels (no "under construction" Publisher Websites or any sections thereof are permissible); (e) You will place or use the Creatives only with the intention of delivering valid Transactions as determined by, and for the benefit of, Wo.ink and/or the applicable Partner; (f) You will not violate guidelines of any search engines being utilized; (g) You will not allow the Creatives to be placed on any non-Publisher website without the prior express written consent of Wo.ink; (h) You will not use any Creatives or any other Advertiser Program terms and/or content in connection with aggregating, soliciting or recruiting other Publishers, Partners, other websites or other persons to form or join an affiliate marketing, advertising or similar network for the purpose of engaging in business of the type conducted by Wo.ink; (i) You will not redirect traffic to a website other than the Site or use, or cause to be used, tracking pixels with regards to end-users (other than tracking pixels provided by Wo.ink or Wo.ink); (j) Your performance under this Agreement shall not in any way violate or infringe upon any third party rights, including rights regarding ownership, trade secrets, trademarks, copyright or patents; (k) You shall protect, promote and preserve the goodwill associated with the Wo.ink and/or Partner’s respective trade names and any Customer relationships in connection with its performance hereunder; (l) in performing Your obligations and exercising Your rights under this Agreement, You shall comply with all applicable laws (and all changes in laws) relating to or affecting this Agreement or the work to be performed hereunder, and (m) You shall obtain and maintain all permits, licenses, and consents required in connection therewith.
10. Limitation of Liabilities.
Wo.ink WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), PRODUCT LIABILITY OR OTHER THEORY), TO YOU OR ANY OTHER PERSON OR ENTITY FOR COST OF COVER, LOST PROFITS, LOSS OF BUSINESS, DATA OR REPUTATION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT.
Wo.ink’S AGGREGATE LIABILITY ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT WILL IN NO EVENT EXCEED FIFTY PERCENT (50%) OF THE TOTAL FEES PAID OR ACCRUED BY YOU FROM Wo.ink THROUGH Wo.ink PURSUANT TO EIOs DURING THE THREE (3) MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
THE SITE, THE PLATFORM, AND THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE SITE, PLATFORM AND THE SERVICE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. Wo.ink HAS NO LIABILITY, WHATSOEVER, TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHER'S USE OF, OR INABILITY TO USE, THE SITE, PLATFORM OR THE SERVICE AND Wo.ink DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT PUBLISHER'S USE OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE ADVERTISER PROGRAMS WILL BE AVAILABLE TO PUBLISHER. Wo.ink SHALL NOT BE RESPONSIBLE FOR THE FAILURE OR OTHER ACTS OR OMISSIONS OF ANY PARTNER.
11. Indemnification.
Publisher shall indemnify, defend and hold harmless, Wo.ink and its respective parents, subsidiaries and affiliates, and each of their respective directors, officers, employees, agents, successors and assigns against any third-party claim, suit, action, judgment, allegations, or lawsuits ("Claims"), for any damages, fines, penalties, deficiencies, losses, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house counsel time, court costs and witness fees) (collectively "Losses") or any threatened Losses arising from or in connection with Publisher's breach of this Agreement or intentional acts or omissions or for Claims of product liability.
Should any Claim give rise to Publisher's duty of indemnification under this Agreement, Wo.ink shall notify Publisher, and Wo.ink shall have the right to assume control of the defense of any such Claim; provided that Publisher shall reimburse Wo.ink for all costs of the defense. If Wo.ink assumes the defense, Publisher shall participate in (at Publisher's own expense), but not control, the defense of such Claim. Participation in the defense shall not waive or reduce Publisher's obligations to indemnify or hold Wo.ink harmless. If Publisher is permitted to control the defense, Wo.ink may participate in the defense. In no event shall Publisher settle any Claim without the express written consent of Wo.ink.
12. Non-Compete / Non-Solicitation of Partners
Publisher Group agrees that at no time during the term of this Agreement and for one (1) year immediately following the termination of this Agreement will Publisher Group for itself or on behalf of any other person or business enterprise, engage in any business activity which competes directly with Wo.ink. This prohibition also extends to engaging in a directly competitive business activity whether as a as an employee, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business.
During the term of this Agreement and for a period of one (1) year thereafter, Publisher Group shall not, without prior written consent of Wo.ink, directly or on behalf of any other person, entity or business enterprise, contact or solicit any Partner for the purposes of (i) creating similar or competing deals; (ii) reviving or renewing deals on Partners product / service offerings; or (iii) encouraging Partner or its representatives to comarket the Deal via Publisher’s Publisher Medium.
For the purposes of this section, the term “Publisher Group” shall refer to the Publisher, its agents, and any entity or person under common control with, controlled by, or which controls, Publisher. Reference in this Agreement to Publisher Group shall refer to all the members of Publisher Group or singular members of Publisher Group, as appropriate.
13. Severability, Waiver, Remedies Cumulative.
Any provisions of the Agreement or an EIO which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions of this Agreement or the applicable EIO or
affecting the validity or enforceability of such provision in any other jurisdiction. A Party's waiver of any term or condition of this Agreement or an EIO shall not be deemed a continuing waiver. The rights set forth in this Agreement and EIOs are cumulative and in addition to those otherwise provided by law and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.
14. Assignment.
Neither Party shall assign or transfer this Agreement, in whole or in part, without the prior written consent of the other Party, and any such assignment without consent shall be void, provided that Wo.ink may, without notice to the other Party, assign or transfer this Agreement, in its entirety only, to an affiliate or wholly owned subsidiary capable of performing its obligations hereunder or to an entity acquiring all or substantially all of its operating assets.
15. Jurisdiction and Venue.
The Agreement shall be construed, governed and enforced under and in accordance with the internal laws of the state of Texas. Any and all disputes or controversies whether of law or fact of any nature whatsoever arising from or with respect to this Agreement shall be decided by arbitration by the American Arbitration Association ("Arbitrator"), in accordance with the rules and regulations of that Arbitrator. Arbitration shall take place in Austin, Texas.
16. Force Majeure.
Wo.ink shall not be liable to Publisher by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of Wo.ink.
17. Relationship of the Parties.
In making and performing this Agreement, the Parties are acting and shall act as independent contractors, and neither party is, nor will be deemed to be, an agent, legal representative, joint venturer or partner of the other party for any purpose.
18. Entire Agreement; Headings.
This Agreement and the EIOs constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous, negotiations, representations, agreements or understandings with respect thereto, whether written or oral. Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.
19. Electronic Signatures.
You acknowledge and agree that by clicking through acceptance of this Agreement, EIOs and other click through offers from the other Party on the Platform; You are submitting a legally binding electronic signature and are entering into a legally binding contract. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE PLATFORM. Further, You hereby wave any rights or requirements under any applicable statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of nonelectronic records, or to payments or the granting of credits by other than electronic means.
20. Survival.
Notwithstanding any legal presumption to the contrary, any provisions that by their terms are intended to survive termination, shall survive termination or expiration of this Agreement.
This agreement was last updated on August 11, 2021.
