Affiliate Program Terms and Conditions

By completing the Affiliate Application to Zumatix Program (the "Affiliate Program") and clicking "I Accept" on the form, you (hereinafter the "Affiliate") hereby agree to abide by all terms of this Terms and Conditions (hereinafter the "Terms").

"Zumatix" means a UK company Zuma Solutions Limited whose company registered number is 15097440 and registered address is Flat 44 Ennerdale House, 121 Hamlets Way, London, England, E3 4TY Zumatix reserves the right to amend, alter, delete or add to any of the provisions of this Terms and Conditions, at any time and at its sole discretion, without giving any advance notice to the Affiliate subject to the terms and conditions set out in this Terms and Conditions. Your continued (i) participation in the Program, (ii) use of the Zumatix website and/or Zumatix Marketing Tools (as hereafter defined), or (iii) acceptance of any Affiliate Fees from Zumatix confirms your irrevocable acceptance of this Terms and Conditions (and any modifications thereto).

This Affiliate Program Terms and Conditions is by and between Zumatix hereinafter referred to as "the Company" and you, the undersigned Affiliate, hereinafter referred to as "the Affiliate", i.e. a person or an entity that has applied for and is approved by the Company in its sole discretion as a member of the Affiliate Program.

In case of any discrepancy between the meanings of any translated versions of this Terms and Conditions, the meaning of the English language version shall prevail.

1. Purpose

1.1 The Company is a marketing agency which offers a variety of online advertising and marketing services. Company is skilled in all aspects of digital marketing; SEO, graphic design, web site development, content writing, marketing strategies. Company operates one or more websites on the Internet (hereinafter collectively referred to as "the Website").

1.2 The Affiliate is engaged in the business of introducing leads to businesses in general maintains and wishes to provide Clients to the Company or Company’s partners.

1.3 This Terms and Conditions governs the terms and conditions relating to the promotion by the Affiliate of the Company's Website or any Websites offered by the Company, whereby the Affiliate will be paid Fees depending on the traffic generated to Zumatix subject to the terms and conditions of this Terms and Conditions and to the applicable services-specific Fees structure.

2. Acceptance of Affiliate

2.1 The Company shall evaluate the Affiliate Membership Form hereby submitted and shall inform the Applicant in writing whether the Membership Form is accepted or not. Zumatix reserves the right to refuse the application for any reason.

2.2. Only one affiliate account is allowed per person, company, IP address and/or hardware profile. Breach of this clause is considered fraud. Breach of the current clause will result in termination of all affected affiliate accounts.

3. Qualifying Conditions

3.1 The Applicant/Affiliate hereby warrants that:

3.1.1. He/She is of the legal age in the applicable jurisdiction (at least 18 years and /or the respective minimum age according to the corresponding national legislation) to agree to and enter into this Terms and Conditions.

3.1.2. He/She is competent and duly authorized to enter into binding agreements for the Affiliate and/or the Website.

3.1.3. He/She is the proprietor of all rights, licenses and permits to market, promote and advertise Zumatix in accordance with the provision of this Terms and Conditions.

3.1.4. He/She shall comply with all applicable rules, laws and regulations in connection with the promotion of Zumatix.

3.1.5. He/She fully understands and accepts the Terms and Conditions and the Agreement.

4. Responsibilities and Obligations of the Company

4.1 The Company shall provide the Affiliate with all information necessary and marketing material for the proper implementation of the tracking link.

4.2 The Company shall administrate the turnover generated via the links, record total amount of Fees earned via the link, provide the contracting party with statistics.

4.3 The Company shall pay the Affiliate the amount due depending on the traffic and or revenue generated subject to the Terms and Conditions and the Agreement. Zumatix may conduct any checks concerning all new Clients and check all Fees payments for possible fraud or abuse.

4.4 The Company may refuse any lead if it is necessary to comply with the Company's Policy and/or protect the interest of the Company.

4.5. The Company may close the Affiliate's account if any fraud attempts are made by an Affiliate or any of the present Terms and Conditions is breached by the Affiliate.

5. Responsibilities and Obligations of the Affiliate

5.1 The Affiliate hereby warrants and undertakes:

5.1.1. To use its best efforts to actively and effectively advertise, market and promote Zumatix as widely as possible in order to maximize the benefit to the Parties and that it will abide with the guidelines of the Company as may be forwarded from time to time and/or accessible online.

5.1.2. To market and refer potential clients to Zumatix at its own cost and expense. The Affiliate will be solely responsible for the distribution, content and manners of its marketing activities. All of the Affiliate's marketing activities must be professional, proper and lawful under applicable laws and negotiations and in accordance with this Terms and Conditions.

5.1.3. To be responsible for the development, the operation, and the maintenance of the websites as well as for all material appearing on the websites.

5.2 The Affiliate hereby warrants:

5.2.1. That it will not perform any act which is libellous, discriminatory, obscene, unlawful or otherwise unsuitable or which contains sexually explicit, pornographic, obscene or graphically violent materials.

5.2.2. That it will not actively target any person who is under the legal age.

5.2.3. That it will not actively target any jurisdiction where the promotion thereof are illegal.

5.2.4. That it will not generate traffic to Zumatix by illegal or fraudulent activity, particularly but not limited to by:

5.2.4.1. Sending spam.

5.2.4.2. Incorrect meta-tags.

5.2.5. That it will not present the Website in such a way that it might evoke any risk of confusion with Zumatix and/or the Company or convey the impression that the web site of the contracting party partly or fully originated with Zumatix and/or the Company.

5.2.6. Without prejudice to the Marketing Material as may be forwarded by the Company and/or made available online through the website https://Zumatix.com. The Affiliate may not use Zumatix or other terms, trademarks and other intellectual property rights that are vested in the Company unless the Company consents to such use in writing.

5.3 The Affiliate will provide complete and true information about himself/herself to Zumatix. The information should include but not be limited to the Affiliate’s identity, up to date contact information, payment instructions, address, nature of the Affiliate’s marketing activities and any other information which Zumatix may request.

5.4. The Affiliate agrees to compensate Zumatix for any losses or expenses incurred in connection with a breach of the present Terms and Conditions by the Affiliate.

6. Payment

6.1 The Fee is based on the leads that have been introduced by the Affiliate to Company. The Fee shall be calculated on a case-by-case basis as outlined in the Agreement.

6.2 The Fee is calculated at the end of each month and payments shall be performed within 15th days of receipt of the invoice.

6.3 Payment shall be made as per the payment method chosen by the Affiliate in the application process. If an error is made in calculating, the Company reserves the right to correct such calculation at any time and will immediately pay out underpayment or reclaim overpayment made to the Affiliate.

6.4 Acceptance of payment by the Affiliate shall be deemed to be full and final settlement of the Balance due for the period indicated.

6.5 If the Affiliate disagrees with the balance due as reported, it shall within a period of thirty (30) days send an email to the Company on affiliates@zumatix.com and indicate the reasons of such dispute. Failure to send an email within the prescribed time limit shall be deemed to be considered as an irrevocable acknowledgment of the Balance due for the period indicated.

6.6 No payment shall be due when the traffic generated is illegal or contravenes any provision of these terms and conditions.

6.7 The Affiliate agrees to return all Fees received based on fraudulent or falsified transactions, plus all costs for legal causes or actions that may be brought against the Affiliate to the fullest extent of the law.

6.8 The affiliate should specify the preferred payment method and currency on the Affiliate Sign up Form. Zumatix shall not be responsible for any error in the account details and payment instructions you supply. Zumatix will try to accommodate your preferred payment method; however, Zumatix can change the payment method.

7. Termination

7.1 Each party may terminate the Terms by providing the other party with at least fourteen (14) days’ written notice. Written notification may be given by an email.

7.2 The Affiliate hereby agree that on termination of this Terms:

7.2.1. The Affiliate must remove all references to Zumatix from the Affiliate's websites and communications, irrespective of whether the communications are commercial or otherwise.

7.2.2. All rights and licenses granted to the Affiliate under this Terms and Conditions shall immediately terminate and all rights shall revert to the respective licensors, and the Affiliate will cease the use of any trademarks, service marks, logos and other designations vested in the Company

7.2.3. The Affiliate will be entitled only to those earned and unpaid Fees as of the effective date of termination; however, provided, Zumatix may withhold the Affiliate's final payment for a reasonable time to ensure that the correct amount is paid. The Affiliate will not be eligible to earn or receive Fees after this date.

7.2.4. If this Terms and Conditions is terminated by the Company on the basis of an Affiliate's breach, the Company shall be entitled to withhold the Affiliate earned but unpaid Fees as of the termination date as collateral for any claim arising from such breach.

7.2.5. The Affiliate must return to the Company any and all confidential information (and all copies and derivations thereof) in the Affiliate's possession, custody and control.

7.2.6. The Affiliate will release the Company from all obligations and liabilities occurring or arising after the date of such termination, except with respect to those obligations that by their nature are designed to survive termination. Termination will not relieve the Affiliate from any liability arising from any breach of this Terms and Conditions, which occurred prior to termination.

8. Warranties

8.1 The Affiliate expressly acknowledges and agrees that the use of the Internet is at its risk.

8.2 The Company shall in no event be liable to the Affiliate or anyone else for any inaccuracy, error or omission in, or loss, injury or damage caused in whole or in part by failures, delays or interruptions of Zumatix website or the Affiliate Program. Zumatix does not warrant that its system, network, software or hardware (or that provided to Zumatix by third parties) are error-free or uninterrupted.

9. Indemnification

9.1 The Affiliate agrees to defend, indemnify and hold Zumatix and its affiliates, successors, officers, employees, agents, directors, shareholders and attorneys, free and harmless from and against any and all claims and liabilities, including reasonable attorneys' and experts' fees, related to or arising from:

9.1.1. Any breach of Affiliate's representations, warranties or covenants under this Terms and Conditions.

9.1.2. Affiliate's use (or misuse) of the marketing materials.

9.1.3. All conduct and activities occurring under Affiliate's user ID and password.

9.1.4. Any defamatory, libelous or illegal material contained within Affiliate website or Affiliate's information and data.

9.1.5. Any claim or contention that Affiliate website or Affiliate's information and data infringes any third party's patent, copyright, trademark, or other intellectual property rights or violates any third party's rights of privacy or publicity.

9.1.6. Third party access or use of Affiliate website or Affiliate's information and data.

9.1.7. Any claim related to Affiliate website.

9.1.8. Any violation of this Terms.

9.2 O-network Affiliates reserves the right to participate, at its own expense in the defence of any matter.

10. Governing Law & Jurisdictions.

10.1 This Terms shall be governed by the laws of England and Wales and any action relating to this Terms and Conditions must be brought in Seychelles and the Affiliate irrevocably consents to the jurisdiction of its courts.

11. Assignment.

11.1 The Affiliate may not assign this Terms, by operation of law or otherwise, without obtaining the prior written consent of Zumatix.

12. Non-Waiver.

12.1 The Company's failure to enforce the Affiliate's adherence to all terms outlined in this Terms shall not constitute a waiver of the right of Zumatix to enforce said terms at any time.

13. Force Majeure.

13.1 Neither party shall be liable to the other for any delay or failure to perform its obligations under this Terms if such delay or failure arises from a cause beyond the reasonable control of and is not the fault of such party, including but not limited to labour disputes, strikes, industrial disturbances, acts of God, acts of terrorism, floods, lightning, utility or communications failures, earthquakes or other casualty. If a force majeure event occurs, the non-performing party is excused from whatever performance is prevented by the force majeure event to the extent prevented.

14. Relationship of the Parties.

14.1 Nothing contained in this Terms, nor any action taken by any party to this Terms, shall be deemed to constitute either party (or any of such party's employees, agents, or representatives) an employee, or legal representative of the other party, nor to create any partnership, joint venture, association, or syndication among or between the parties, nor to confer on either party any express or implied right, power or authority to enter into any agreement or commitment on behalf of (nor to impose any obligation upon) the other party.

15. Severability / Waiver.

15.1 Whenever possible, each provision of this Terms shall be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Terms is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this Terms and Conditions. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.

16. Confidentiality.

16.1 All information, including but not limited to business and financial, lists of customers and buyers, as well as price and sales information shall be treated confidentially. Such information must not be used for own commercial or other purposes, neither direct nor indirectly. This provision shall survive the termination of this Terms.