Affiliate Terms & Conditions
The following Affiliate Terms & Conditions (“Terms and Conditions”) shall govern your (“Affiliate”) advertising and marketing activities undertaken to promote the products and services of Hertza L.L.C., dba ZeroBounce (“Company”) to prospective end users. Affiliate and Company are each a “Party” and, collectively, are the “Parties” hereto.
Minimum Age. YOU MUST BE AT LEAST 18 YEARS OF AGE TO USE THIS SITE OR SIGN UP AS AN AFFILIATE. By signing up as an Affiliate, you attest that you and your employees, agents, and contractors are at least 18 years of age.
These Terms & Conditions will be effective as of the date of the last recorded signature below (the “Effective Date”). By signing below, the Affiliate agrees to be bound by the following and to ensure that the its employees, agents, and contractors abide the following:
1. Definitions.
“Actions” means the completion of all necessary steps by the consumer, as deemed by the Company, so that the Company may acquire the consumer's business as an End User, as a direct result of the Affiliate’s activities.
“Affiliate” or “You” means the person, persons, or entity that holds an account with Company to distribute advertisements via an agreed upon method. Terms referencing “Affiliate” or “You” apply equally to Affiliate’s employee, agents, and contractors.
“Company” means Hertza L.L.C., dba ZeroBounce, and its directors, owners, officers, employees, agents, and contractors.
“Campaign” means an advertising campaign provided by the Company to You, through the Tapfiliate platform.
“End User” means a third party who becomes a paid user of any of Company’s products or services.
“Gross Sales” means all sales collected during a calendar month by Company from an End User referred by Affiliate through the use of the provided Affiliate link, including any subscription sales, bulk credit sales, or “pay as you go” credit sales.
2. Payment. Prior to commencing any services hereunder, and to be eligible to receive any commission payment(s) hereunder, Affiliate must comply with the following requirements: (i) agree to any Tapfiliate platform terms; (ii) agree to these Terms and Conditions; (iii) accurately complete all requested information during Company’s affiliate account sign-up online process at https://www.zbaffiliate.net/publisher/signup/zerobounce-affiliate-program/; and (iv) submit all necessary tax documents to Company (i.e., a completed Form W-9 for U.S.-based Affiliates, or Form W-8BEN or W-8BEN-E for non-U.S. based Affiliates). Commission payment(s) will be based upon ten percent (10%) of Gross Sales attributable to the referred End User, upon the End User clicking on the Affiliate link and completing registration as an End User of Company. Affiliate will be eligible to receive commission payment(s) throughout the duration of the End User’s relationship with Company, so long as neither Party has terminated these Terms and Conditions. Upon termination of Affiliate’s account by either Party, Affiliate is no longer eligible to receive commission payments.
Affiliate will be paid on a net 30 day basis, however no payment will be issued for any amount less than $75. All payments will be in U.S. Dollars and are exclusive of any taxes to which Affiliate may be subject. Affiliate is responsible for payment of all taxes applicable to any payments made hereunder. All amounts payable by Company to Affiliate are subject to be offset by any amounts owed by Affiliate to Company. Affiliate will have seven (7) days to dispute the accuracy of any payment; such dispute must be provided to the Company in writing. Final determination of Gross Sales generated by Affiliate will be at the sole discretion of the Company.
3. Tracking. All reporting of Actions shall be based on the Company’s tracking and reporting system, Tapfiliate. Company’s tracking code or pixel must remain inserted, in order to have their Actions tracked and paid. Where website integration tags are inserted in an advertisement, Affiliate agrees not to alter or remove such tags.
4. Collection and Use of Personal Information. Through Company’s affiliate registration process, Affiliate may be asked to provide personal and/or company information, which may include but is not limited to its name, company name, physical address, billing address, telephone number, facsimile number, e-mail address, website address, tax payer ID number or social security number, billing or payment information, and other identifying information. Company may share Affiliate’s personal information with its outside accounting firms, legal counsel, state and federal tax services and any government or law enforcement agency that requests such information.
5. Disclaimer of Warranty. To the extent permitted by applicable law, THE COMPANY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, OF NON-INFRINGEMENT, OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE, WITH REGARDS TO THE AFFILIATE’S USE OF OR DISPLAY OF ANY PROVIDED MATERIALS OR ADVERTISEMENTS, OR ANY AGREEMENT ENTERED INTO WITH AFFILIATE. No employee, agent, or contractor of Company is authorized to modify this limited warranty nor to make any additional warranties.
6. Limitation of Liability. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR (a) LOSS OF ANTICIPATED PROFITS, BUSINESS, REVENUE, GOODWILL OR OTHER LOSSES INCURRED IN CONNECTION WITH AFFILIATE’S SERVICES, SUCH CLAIMS BEING EXPRESSLY WAIVED; (b) FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, DIRECTLY OR INDIRECTLY ARISING FROM THESE TERMS AND CONDITIONS; (c) CLAIMS BY THIRD PARTIES THAT AFFILIATE HAS VIOLATED ANY LAWS OR RIGHTS OF THIRD PARTIES, AS AFFILIATE AGREES TO INDEMNIFY THE COMPANY FROM ALL SUCH CLAIMS; OR (d) FAILURE IN PERFORMANCE OF THESE TERMS AND CONDITIONS DUE TO CAUSES BEYOND ITS CONTROL INCLUDING, BUT NOT LIMITED TO, WORK STOPPAGES, FIRES, CIVIL DISOBEDIENCE, RIOTS, REBELLIONS, ACTS OF GOD, LAWS, REGULATIONS, ACTS OF THE GOVERNMENT, ACTS OF OTHER THIRD PARTIES, AND SIMILAR OCCURRENCES. In the event the Company is found liable for any act or inaction pursuant to these Terms and Conditions or the dealings between the Parties, the Company’s total cumulative liability for such breaches, losses, and injuries shall be the actual value of the damages or losses caused to the Affiliate, but in no event shall this amount exceed the total amount due to Affiliate at the time of the breach, loss, or injury.
7. Affiliate Warranties and Representations. Affiliate hereby warrants and represents that:
A. Affiliate will comply with all state and federal laws and regulations, including the CAN SPAM Act of 2003, as amended. Affiliate acknowledges that any threatened or actual violation of this representation and warranty or any allegation of spamming by Affiliate may result in its immediate termination, withholding of future commission, disclosure of Affiliate’s identity to government agencies, law enforcement, or other third parties and/or the pursuit of all appropriate legal remedies.
B. Affiliate will only transmit electronic mail messages to recipients who have provided their express affirmative consent to receive such commercial email messages. Affiliate must maintain records of the consumer’s opt-in, including collecting website URL, privacy policy for that website, time and date stamp of opt-in, and Internet Protocol (IP) Address used for opt-in, and provide those records to the Company upon request.
C. Affiliate will comply with the following procedures to allow a recipient to request not to receive future commercial electronic mail messages (the “Opt-Out Procedures”): Affiliate will include a clearly and conspicuously displayed, functioning return email address or other Internet-based mechanism that: (i) a recipient may use to request not to receive future commercial electronic mail messages from Company at the email address where the message was received; and (ii) remains capable of receiving such messages or communications for no less than 30 days after the transmission of the original message.
D. If a recipient makes a request using a mechanism provided by Affiliate not to receive some or any commercial electronic mail messages from Affiliate, then Affiliate (i) shall not initiate, assist, or cause any person to initiate or assist, the transmission to the recipient more than 10 business days after the receipt of such request of a commercial email message that falls within the scope of the request; and (ii) shall not sell, lease, exchange, or otherwise transfer or release the email address of the recipient (including through any transaction or other transfer involving mailing lists bearing the email address of the recipient) for any purpose other than compliance with any Federal, State, or local law, statute, regulation or ordinance.
E. Affiliate agrees to scrub its data against all suppression lists which are provided by the Company prior to each and every transmission of email advertisements for the Company. Failure to properly scrub will result in Affiliate’s termination and in withholding of any commissions due. Affiliate agrees to only use provided suppression lists for lawful purposes and to not sell, rent or share any suppression lists other than as provided for by law.
F. Affiliate will not access any computer without authorization and intentionally initiate the transmission of multiple commercial electronic mail messages from or through such computer to accomplish any email broadcast.
G. Affiliate will not use a computer to relay or retransmit multiple commercial electronic mail messages with the intent to deceive or mislead recipients or any Internet access service as to the origin of such messages to accomplish any email broadcast.
H. Affiliate will not take any actions to falsify the header information in any commercial electronic mail messages including, but not limited to, the inclusion of header information that: (i) includes an originating email address, domain name, or Internet Protocol address the access to which was obtained by means of false or fraudulent pretenses or representations; (ii) fails to identify accurately a computer used to initiate the message because Affiliate knowingly uses another computer to relay or retransmit the message for purposes of disguising its origin; or (iii) is altered or concealed in a manner that would impair the ability of any person or Internet access service processing the message on behalf of a recipient, to identify, locate, or respond to Affiliate or to investigate the alleged violation, or the ability of a recipient of the message to respond to Affiliate and intentionally initiate the transmission of such messages to accomplish any email broadcast. Affiliate expressly agrees that it will register its domains with accurate information including a legally registered company name, address, email address and phone number. Affiliate will not use domains that are privately registered or registered through a proxy service.
I. Affiliate will not register any electronic mail or online user accounts using information that materially falsifies the identity of the actual registrant and intentionally initiate the transmission of multiple commercial electronic mail messages from any combination of such accounts or domain names to accomplish any email broadcast.
J. Affiliate will not falsely represent itself to be the registrant or the legitimate successor in interest to the registrant of any Internet Protocol addresses and intentionally initiate the transmission of multiple commercial electronic mail messages from such addresses to accomplish any email broadcast.
K. Affiliate will not falsify or forge any electronic mail transmission information or other routing information in any manner to accomplish any email broadcast.
L. Affiliate will not take any actions including, but not limited to, the inclusion of a subject heading that is misleading about a material fact regarding the contents or subject matter of the message to falsify the subject heading in any messages that are part of any email broadcast.
M. Affiliate will not take any actions to alter any message transmitted for the Company in a manner that would prevent that message from containing: (i) a clear and conspicuous identification that the message is an advertisement or solicitation; (ii) a clear and conspicuous notice of the opportunity to decline to receive further commercial electronic mail messages from Affiliate or Company; and (iii) a valid street address.
N. Affiliate will not display on their website nor disseminate material including, but not limited to, that which is illegal, obscene, pornographic, shows nudity, indecent, offensive to the average reasonable person, threatening, abusive, libelous, defamatory, discriminatory, promotes racism, bigotry or hatred; infringes on any intellectual property or is in violation of any copyright or trademark law; in violation of any right of privacy; that promotes harmful, unlawful, seditious, terrorism or other criminal activity; that could give rise to civil liability; that contains viruses, worms, a Trojan Horse or other harmful files; that spawns automatic pop-ups; that contains an unauthorized download to the end-user’s computer; that is software pirating; hacking or phreaking; that is in violation of the CAN SPAM ACT; is SPAM; that is in violation of any state or federal laws; or that appears or purports to be from someone other than the Affiliate or that impersonates another person or entity. Affiliate represents and warrants that Affiliate's website, advertisements and links comply with all applicable laws.
O. Affiliate will not use any fraudulent means to generate traffic or inflate clicks/leads. Affiliate will not participate in any spoofing, redirecting or trafficking from other websites in order to gain traffic. Affiliate will not use automated means to generate traffic. Affiliate acknowledges and agrees that it will not be paid for any traffic generated through fraudulent means and it will only be paid for traffic generated through a real live person taking the required action. Company will not pay for any fraudulent traffic and may take appropriate legal action to recover any losses incurred; whether or not traffic is deemed fraudulent is in the sole and absolute discretion of the Company. The Affiliate must provide adequate proof upon request that traffic was not generated through fraudulent means however final determination will be in the discretion of the Company. Affiliate will forfeit all money due if the Affiliate engages in suspected or actual fraudulent behavior.
P. Affiliate will comply with all state and federal laws regarding solicitations to minors and will only include age appropriate materials in any emails or websites targeted for minors.
Q. Where advertisements are posted on Affiliate’s website or where links to Affiliate’s website are provided, Affiliate will have a fully functional website as “under construction” sites are prohibited; that displays actual content and is not just a list of advertisements or links; that has a detailed privacy policy which clearly informs the consumer what personal information is collected and how that information is used and gives an option to opt-out of the use of personal information; does not make any unsubstantiated claims; and that does not appear or purport to be the website of the Company. Affiliate will comply with all laws regarding the use of testimonials and endorsements and will have appropriate disclaimers posted on their websites.
R. Affiliate agrees not to use incentivized traffic or incentivized ad placement, or to provide any incentive to the recipient of an electronic advertisement for any purpose including to induce the recipient to initiate an action, click on an ad or make a purchase. Incentives includes money, prizes, virtual currency, point systems and any other form of remuneration. The only exception to this section is for Campaigns that are clearly marked by the Company as allowing incentives.
S. Affiliate will comply with all rules of any social networking site where traffic is generated through ad placement on a social networking site or service.
T. Affiliate will not bid on any search terms that are trademarked, copyrighted or otherwise protected intellectual property of a third party, including those of the Company.
U. Affiliate will review and comply with the terms that are applicable to each Campaign and which will be specified in the Tapfiliate portal.
V. Affiliate will not make any changes or modifications to the creative materials or links which are provided by Company to Affiliate, without Company’s prior written consent. Affiliate acknowledges and agrees that it will use the provided From and Subject lines, creative materials, and links and that any changes or modifications to the above without written approval will result in a forfeiture of any commissions generated. Affiliate acknowledges and agrees not to add any text or images, other than Affiliate’s unsubscribe mechanism, to the creatives including, but not limited to, any hidden or invisible text. Affiliate further agrees not to re-broker any of the Campaigns.
8. Indemnification, defense and notification.
Affiliate agrees that it will defend and hold harmless the Company, its owners, directors, officers, employees, and contractors (collectively, the “Covered Entities”) from and against any and all claims, actions or demand brought by or against the Company and/or any of the Covered Entities alleging: with respect to the Affiliate’s business, including the actions of Affiliate’s employees, contractors or other agents: (a) infringement or misappropriation of any intellectual property rights; (b) defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity; (c) any other offensive, harassing or illegal conduct or violation of any law, rule or regulation, including, the CAN SPAM ACT OF 2003, as amended; (d) any breach of the foregoing representations and warranties; or (e) any claim that the email transmissions are unsolicited or “spam”.
Affiliate hereby agrees to indemnify the Company and each Covered Entity from and against all damages, costs, and fees awarded in favor of third parties, and Affiliate will indemnify and hold harmless the Company each Covered Entity from and against all claims, demand, liabilities, losses, damages, expenses and costs (including reasonable attorney’s fees) (collectively, “Losses”) suffered by the Company and each Covered Entity which Losses result from or arise out of Affiliate’s use of the Network, the operation of Affiliate’s business, the violation by Affiliate of any law, rule or regulation, or a breach of these Terms and Conditions.
Affiliate will provide the Company with prompt written notice of each any claim of which Affiliate becomes aware which may affect a Covered Entities’ interests.
9. Relationship of Parties. Company and Affiliate are independent contractors and these Terms and Conditions will not establish any relationship of partnership, joint venture, employment, franchise or agency between Company and Affiliate. Neither Company nor Affiliate will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, except as otherwise expressly provided herein.
10. Copyright. All content on Company’s website, www.zerobounce.net (the “Site”), including, but not limited to, text, design, graphics, logos, button icons, images, audio clips, digital downloads, interfaces, data compilations, software, and code, and the compilation of all content on this Site, as well as all software used on this Site is the property of Company, and is protected by United States and international copyright laws. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the copyrighted works displayed or contained in the Site without the express, written consent of Company.
11. Trademarks. The registered and unregistered trademarks, service marks, trade names, graphics, logos, page headers, button icons, scripts, trade dress, or other indicia of trade origin (“Trademarks”) of Company may not be used in connection with any business, product, or service whose source is not Company, in any manner that is likely to cause confusion among customers, the trade, or the public, or in any manner that disparages or discredits Company or any of its affiliates. Affiliate shall not utilize Company’s Trademarks in any manner apart from the Company provided creative materials and links, in conjunction with the agreed upon services. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of the trademarks, service marks, trade names, graphics, logos, page headers, button icons, scripts, trade dress or other indicia of trade origin of Company, its affiliates or advertisers displayed or contained in the Site without the express, written consent of Company, its affiliates or advertisers.
12. Confidentiality. Affiliate acknowledges that during the course of its relationship with the Company, Affiliate may have access to confidential business information of the Company, its clients and other Affiliates and agrees to maintain the confidentiality of that information during the term of these Terms and Conditions and for a period of three years following termination. Affiliate agrees not to disclose to any third party the specifics, type, nature or profitability of any Campaigns or advertisements which are displayed on behalf of Company.
13. Termination. Either Party may terminate these Terms and Conditions by providing the other party with three (3) days’ notice. Further, if Affiliate breaches these Terms and Conditions, fails to properly scrub against provided suppression lists, violates any regulation, law or government mandate or infringes on any right of third parties, the Company may immediately terminate Affiliate and without any additional notice. The Company will promptly pay any monies due to Affiliate minus any monies incurred or revenues lost due to Affiliate’s breach. Upon termination, Affiliate shall immediately cease all right to use the creative materials and links.
14. Entire Agreement and Amendments. This writing is intended by the Parties as a final expression of their agreement. No course of prior dealings between the Parties and no usage of trade shall be relevant to supplement or explain any term used in these Terms and Conditions. No amendment or extension of these Terms and Conditions shall be binding unless in writing and signed by both Parties. If either Party is required to agree to online terms and conditions in order to access the other’s website or to access a tracking platform, downloading creative materials or for any other purpose, in the event of any conflict, these Terms and Conditions shall prevail.
15. No Assignment. Affiliate may not assign these Terms and Conditions or any rights hereunder without the express written consent of the Company. These Terms and Conditions are binding on the Parties’ respective successors and permitted assigns.
16. Severability. If a court or arbitrator of competent jurisdiction holds any provision of these Terms and Conditions to be illegal, unenforceable or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected.
17. Waiver. Failure to invoke any right, condition or covenant in these Terms and Conditions by either Party shall not be deemed to imply or constitute a waiver of any rights, condition or covenant and neither Party may rely on such failure. No claim or right arising out of the breach of these Terms and Conditions can be discharged in whole or in part by a waiver or renunciation of such claim or right unless the waiver or renunciation is in writing signed by the aggrieved Party.
18. Attorney’s Fees. In any action brought to enforce any provision of these Terms and Conditions, the losing Party shall pay the prevailing Party’s reasonable attorney fees and costs.
19. Governing Law. These Terms and Conditions and all rights and obligations hereunder, including matters of construction, validity, and performance, will be governed by and construed according to the laws of the State of Nevada, without regard to principles of conflict of laws. Except for injunctive relief claims related to confidentiality breaches, any claim or controversy arising out of or relating to these Terms and Conditions, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (AAA) 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 place of arbitration shall be Clark County, Nevada. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to this arbitration clause. In no event shall the arbitrator(s) have any authority to award punitive or other damages not measured by the prevailing Party’s actual damages, except as may be required by statute. Irrespective of the outcome of arbitration, each Party shall bear its own costs and expenses, including its own attorneys’ fees, and an equal share of the arbitrator(s)’ fees and administrative fees of arbitration. The arbitrator(s) shall not determine or award any alternative allocation of costs and expenses, including any attorneys’ fees.
Affiliate acknowledges that they have read these Terms and Conditions, understands them and agrees to be bound by and to honor the above Terms and Conditions. Please print a copy of these Terms and Conditions for your records.