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Terms and Conditions

Terms and Conditions

Welcome to Exoprofit.com!

Affiliate Program Operating Agreement This Affiliate Program Operating Agreement (the

“Agreement”) is made and entered into by and between Exoprofit LTD Group . (“Exoprofit LTD”

or “we”), and you, (“you” or “Affiliate”) the party submitting an application to become an Exoprofit

affiliate). The terms and conditions contained in this Agreement apply to your participation with

aff.exoprofit.com (“Affiliate Program”). Each Affiliate Program offer (an “Offer”) may be for any

offering by Exoprofit or a third party (each such third party a “Client”) and may link to a specific

web site for that particular Offer (“Program Web Site”). Furthermore, each Offer may have

additional terms and conditions on pages within the Affiliate Program and are incorporated as

part of this Agreement. By submitting an application or participating in an Offer, you expressly

consent to all the terms and conditions of this Agreement.

Enrollment in the Affiliate Program

You must submit an Affiliate Program application from our website. You must accurately

complete the application to become an affiliate (and provide us with future updates) and not use

any aliases or other means to mask your true identity or contact information. After we review

your application, we will notify you of your acceptance or rejection to the Affiliate Program,

generally within two (2) business days. We may accept or reject your application at our sole

discretion for any reason.

The obligation of the Parties

Subject to our acceptance of you as an affiliate and your continued compliance with the terms

and conditions of this Agreement, Exoprofit agrees as follows:

We will make available to you via the Affiliate Program graphic and textual links to the Program

Web Site and/or other creative materials (collectively, the “Links”) which you may display on web

sites owned or controlled by you, in emails sent by you and clearly identified as coming from

you and in online advertisements (collectively, “Media”). The Links will serve to identify you as a

member of our Affiliate Program and will establish a link from your Media to the Program Web

Site.

We will pay Affiliate for each Qualified Action (the “Commission”). A “Qualified Action” means an

individual person who (i) accesses the Program Web Site via the Link, where the Link is the last

link to the Program Web Site, (ii) is not a computer-generated user, such as a robot, spider,

computer script or other automated, artificial or fraudulent method to appear like an individual,

real live person, (iii) is not using pre-populated fields (iv) completes all of the information

required for such action within the time period allowed by Exoprofit and (v) is not later

determined by Exoprofit to be fraudulent, incomplete, unqualified or a duplicate.

We will pay you any Commissions earned on demand (it can be any time between 1 days and

90 days), provided that your account is currently greater than $100. Accounts with a balance of

less than $100 will roll over to the next Period and will continue to roll over periods until $100 is

reached. We reserve the right to chargeback to your account any previously paid Qualified

Actions that are later determined to have not met the requirements to be a Qualified Action.

Payment for Commissions is dependent upon Clients providing such funds to Exoprofit, and

therefore, you agree that Exoprofit shall only be liable to you for Commissions to the extent that

Exoprofit has received such funds from the Clients. You hereby release Exoprofit from any claim

for Commissions if Exoprofit has not received such funds from the Clients.

Exoprofit shall automatically generate an invoice on behalf of Affiliate for all Commissions

payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All

tracking of Links and determinations of Qualified Actions and Commissions shall be made by

Exoprofit at its sole discretion. In the event that Affiliate disputes in good faith any portion of an

invoice, Affiliate must submit that dispute to Exoprofit in writing and in sufficient detail within

thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth

herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the

event that Affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate

must provide Exoprofit with Affiliate’s reports within three (3) days after 30th day of the calendar

month, and if Exoprofit’s and Affiliate’s reported statistics vary by more than 10% and Exoprofit

reasonably determines that Affiliate has used generally accepted industry methods to track

Qualified Actions, then Exoprofit and Affiliate agree to make a good faith effort to arrive at a

reconciliation. If the parties are unable to arrive at a reconciliation, then Exoprofit’s numbers

shall govern.

If Affiliate has an outstanding balance due to Exoprofit under this Agreement or any other

agreement between the Affiliate and Exoprofit, whether or not related to the Affiliate Program,

Affiliate agrees that Exoprofit may offset any such amounts due to Exoprofit from amounts

payable to Affiliate under this Agreement.

Affiliate also agrees to:

Have sole responsibility for the development, operation, and maintenance of, and all content on

or linked to, your Media.

Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate

Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of

any third party, and (iii) do not contain or link to any material which is harmful, threatening,

defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination

(whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal

activities (such as gambling), contains profanity or otherwise contains materials that Exoprofit

informs you that it considers objectionable (collectively, “Objectionable Content”).

Not make any representations, warranties, or other statements concerning Exoprofit or Client or

any of their respective products or services, except as expressly authorized herein.

Make sure that your Media does not copy or resemble the look and feel of the Program Web

Site or create the impression that your Media is endorsed by Exoprofit or Clients or a part of the

Program Web Site, without prior written permission from us.

Comply with all (i) obligations, requirements, and restrictions under this Agreement and (ii) laws,

rules, and regulations as they relate to your business, your Media, or your use of the Links.

Comply with the terms, conditions, guidelines and policies of any third party services used by

Affiliate in connection with the Affiliate Program, including but not limited to, email providers,

social networking services and ad networks.

Always prominently post and make available to end-users, including prior to the collection of any

personally identifiable information, a privacy policy in compliance with all applicable laws that

clearly and thoroughly discloses all information collection, use, and sharing practices, including

providing for the collection of such personally identifiable information in connection with the

Affiliate Program and the provision of such personally identifiable information to Exoprofit and

Clients for use as intended by Exoprofit and Clients.

Always prominently post and make available to end-users any terms and conditions in

connection with the Offer set forth by Exoprofit or Client, or as required by applicable laws

regarding such Offers.

Make sure to not place Exoprofit ads on any online auction platform (i.e. eBay, Amazon, etc).

The following additional program-specific terms shall apply to any promotional programs set

forth below:

Email Campaigns. For all email campaigns, Affiliate must download the “Suppression List” from

the Offers section of Exoprofit. Affiliate shall filter its email list by removing any entries appearing

on the Suppression List and will only send emails to the remaining addresses on its email list.

Exoprofit will provide an opt-out method in all Links, however, if any opt-out requests come

directly to Affiliate, Affiliate shall immediately forward them to Exoprofit at

support@exoprofit.com. Affiliate’s emails containing the Links may not include any content other

than the Links, except as required by applicable law.

Affiliate agrees that failure to download the Suppression List and remove all emails from the

database before mailing may result in Commission withholdings, removal or suspension from all

or part of the Affiliate Program, possible legal action, and any other rights or remedies available

to Exoprofit pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail

or market to any suppression files generated through the Exoprofit network and that doing so

may result in Commission withholdings, removal or suspension from the Affiliate Program,

possible legal action, and any other rights or remedies available to Exoprofit pursuant to this

Agreement or otherwise.

Advertising Campaigns. No Links can appear to be associated with or be positioned on chat

rooms or bulletin boards unless otherwise agreed by Exoprofit in writing. Any

pop-ups/underused for the Affiliate Program shall be clearly identified as Affiliate served in the

title bar of the window and any client-side ad serving software used by Affiliate shall only have

been installed on an end user’s computer if the function of the software is clearly disclosed to

end-users prior to installation, the installation is pursuant to an affirmatively accepted and

plain-English end user license agreement and the software be easily removed according to

generally accepted methods.

Affiliate Network Campaigns. For all Affiliates that maintain their own affiliate networks, Affiliate

agrees to place the Links in its affiliate network (the “Network”) for access and use by those

affiliates in Affiliate’s Network (each a “Third Party Affiliate”). Affiliate agrees that it will expressly

forbid any Third Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its

Network according to the highest industry standards. Affiliate shall not permit any party to be a

Third Party Affiliate whose website or business model involves content containing Objectionable

Content. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require

and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this

Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third

Party Affiliate who takes or could reasonably be expected to take, any action that violates the

terms and conditions of this Agreement. In the event that either party suspects any wrongdoing

by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Exoprofit

the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove

any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of

Exoprofit in the Network upon written notice from Exoprofit. Unless Exoprofit has been provided

with all truthful and complete contact information for a Third Party Affiliate and such Third Party

Affiliate has affirmatively accepted this Agreement as recorded by Exoprofit, Affiliate shall

remain liable for all acts or omissions of any Third Party Affiliate.

Confidentiality

Except as otherwise provided in this Agreement or with the consent of Exoprofit, you agree that

all information, including, without limitation, the terms of this Agreement, business and financial

information, customer and vendor lists, and pricing and sales information, concerning us or any

of our affiliates provided by or on behalf of any of them shall remain strictly confidential and

secret and shall not be utilized, directly or indirectly, by you for any purpose other than your

participation in the Affiliate Program, except and solely to the extent that any such information is

generally known or available to the public through a source other than you. Affiliate shall not use

any information obtained from the Affiliate Program to develop, enhance or operate a service

that competes with the Affiliate Program, or assist another party to do the same.

Limited License & Intellectual Property

We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access

our web site through the Links solely in accordance with the terms of this Agreement, for the

sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in

increasing sales through the Program Web Site. You may not alter, modify, manipulate or create

derivative works of the Links or any Exoprofit graphics, creative, copy or other materials owned

by, or licensed to, Exoprofit in any way. You are only entitled to use the Links to the extent that

you are a member in good standing of the Affiliate Program. We may revoke your license

anytime by giving you written notice. Except as expressly stated herein, nothing in this

Agreement is intended to grant you any rights to any of Exoprofit’s trademarks, service marks,

copyrights, patents or trade secrets. You agree that Exoprofit may use any suggestion,

comment or recommendation you choose to provide to Exoprofit without compensation. All

rights not expressly granted in this Agreement are reserved by Exoprofit.

Termination

This Agreement shall commence on the date of our approval of your Affiliate Program

application and shall continue thereafter until terminated as provided herein. You may terminate

your participation in the Affiliate Program at any time by removing all Links from your Media,

deleting all copies of the Links. We may terminate your participation in one or more Offers or

this Agreement at any time and for any reason which we deem appropriate with or without prior

notice to you by disabling the Links or providing you with a written notice. Upon termination of

your participation in one or more Offers or this Agreement for any reason, you will immediately

cease all use of and delete all Links, plus all Exoprofit or Client intellectual property, and will

cease representing yourself as a Exoprofit or Client affiliate for such one or more Offers. All

rights to validly accrued payments, causes of action and any provisions, which by their terms

are intended to survive termination, shall survive any termination.

Remedies

In addition to any other rights and remedies available to us under this Agreement Exoprofit

reserves the right to delete any actions submitted through your Links and withhold and freeze

any unpaid Commissions or chargeback paid Commissions to your account if (i) Exoprofit

determines that you have violated this Agreement, (ii) Exoprofit receives any complaints about

your participation in the Affiliate Program which Exoprofit reasonably believes to violate this

Agreement or (iii) any Qualified Action is later determined to have not met the requirements set

forth in this Agreement or on the Affiliate Program. Such withholding or freezing of

Commissions, or chargebacks for paid Commissions, shall be without regard as to whether or

not such Commissions were earned as a result of such breach. In the event of a material breach

of this Agreement, Exoprofit reserves the right to disclose your identity and contact information

to appropriate law enforcement or regulatory authorities or any third party that has been directly

damaged by your actions.

Anti-Spam Policy

You must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). All emails sent in

connection with the Affiliate Program must include the appropriate party’s opt-out link. From time

to time, we may request – prior to your sending emails containing linking or referencing the

Affiliate Program that you submit the final version of your email to Exoprofit for approval by

sending it to your Exoprofit representative and upon receiving written approval from Exoprofit of

your email the email may be transmitted to third parties.

It is solely your obligation to ensure that the email complies with the Act. You agree not to rely

upon Exoprofit’s approval of your email for compliance with the Act, or assert any claim that you

are in compliance with the Act based upon Exoprofit’s approval.

Fraud

You are expressly prohibited from using any persons, means, devices, or arrangements to

commit fraud, violate any applicable law, interfere with other affiliates, or falsify information in

connection with referrals through the Links or the generation of Commissions or exceed your

permitted access to the Affiliate Program. Such acts include, but are in no way limited to, using

automated means to increase the number of clicks through the Links or completion of any

required information, using spyware, using steelware, cookie-stuffing, and other deceptive acts

or click-fraud. Exoprofit shall make all determinations about fraudulent activity at its sole

discretion.

Representations and Warranties

You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding

obligation, enforceable against you in accordance with its terms and that you have the authority

to enter into this Agreement. Subject to the other terms and conditions of this Agreement,

Exoprofit represents and warrants that it shall not knowingly violate any law, rule, or regulation

which is applicable to Exoprofit’s own business operations or Exoprofit’s proprietary products or

services.

Modifications

In addition to any notice permitted to be given under this Agreement, we may modify any of the

terms and conditions of this Agreement at any time by providing you with a notification by email.

The changes will become effective ten (10) business days after such notice. If the modifications

are unacceptable to you, you may terminate this Agreement without penalty solely on the

account of such termination within such ten (10) business day period. Your continued

participation in this Affiliate Program ten (10) business days after a change notice has been

posted will constitute your acceptance of such change. In addition, Exoprofit may change,

suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text,

graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any

request from Exoprofit to remove, alter or modify any Link, graphic or banner ad that is being

used by Affiliate as part of the Affiliate Program.

Independent Investigation

You acknowledge that you have read this Agreement and agree to all its terms and conditions.

You have independently evaluated the desirability of participating in the Affiliate Program and

each Offer and are not relying on any representation, guarantee or statement other than as set

forth in this Agreement or on the Affiliate Program.

Mutual Indemnification

Affiliate hereby agrees to indemnify, defend and hold harmless Exoprofit and Clients and their

respective subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners

and agents against any and all claims, actions, demands, liabilities, losses, damages,

judgments, settlements, costs, and expenses (including reasonable attorneys’ fees and costs)

based on (i) any failure or breach of this Agreement, including any representation, warranty,

covenant, restriction or obligation made by Affiliate herein, (ii) any misuse by Affiliate, or by a

party under the reasonable control of Affiliate or obtaining access through Affiliate, of the Links,

Offers or Exoprofit or Client intellectual property, or (iii) any claim related to your Media,

including but not limited to, the content contained on such Media (except for the Links).

Exoprofit hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries,

affiliates, partners, and their respective directors, officers, employees, owners and agents

against any and all claims, actions, demands, liabilities, losses, damages, judgments,

settlements, costs, and expenses (including reasonable attorneys’ fees and costs) based on a

claim that Exoprofit is not authorized to provide you with the Links.

Disclaimers

THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED

IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE “AS IS”. EXCEPT AS

EXPRESSLY SET FORTH HEREIN, Exoprofit EXPRESSLY DISCLAIMS ALL WARRANTIES,

EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND

NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING,

USAGE, OR TRADE. Exoprofit DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR

LINKS WILL MEET AFFILIATE’S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF

THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR

UNINTERRUPTED. Exoprofit EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR

OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. Exoprofit DOES NOT

GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

Limitation of Liability

IN NO EVENT SHALL Exoprofit BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY

OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR,

CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR

DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF Exoprofit. IN NO

EVENT WILL Exoprofit BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL,

PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES,

INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS

OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT

Exoprofit HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. Exoprofit’S CUMULATIVE

LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF

LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO

AFFILIATE BY Exoprofit IN COMMISSIONS DURING THE ONE (1) MONTH IMMEDIATELY

PRIOR TO SUCH CLAIM.

Governing Law & Miscellaneous

Affiliate shall be responsible for the payment of all attorneys fees and expenses incurred by

Exoprofit to enforce the terms of this Agreement. This Agreement contains the entire agreement

between Exoprofit and Affiliate with respect to the subject matter hereof, and supersedes all

prior and/or contemporaneous agreements or understandings, written or oral. Affiliate agrees

that Exoprofit shall not be subject to or bound by any Affiliate insertion order or online terms and

conditions that amend, conflict with or supplement this Agreement, regardless of whether

Exoprofit “clicks through” or otherwise indicates its acceptance thereof. Affiliate may not assign

all or any part of this Agreement without Exoprofit’s prior written consent. Exoprofit may assign

this Agreement at any time with notice to Affiliate. This Agreement will be binding on and will

inure to the benefit of the legal representatives, successors and valid assigns of the parties

hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations

shall survive the termination of this Agreement. Except as set forth in the “Modifications” section

above, this Agreement may not be modified without the prior written consent of both parties. If

any provision of this Agreement is held to be void, invalid or inoperative, the remaining

provisions of this Agreement shall continue in effect and the invalid portion of any provision shall

be deemed modified to the least degree necessary to remedy such invalidity while retaining the

original intent of the parties. Each party to this Agreement is an independent contractor in

relation to the other party with respect to all matters arising under this Agreement. Nothing

herein shall be deemed to establish a partnership, joint venture, association or employment

relationship between the parties. No course of dealing nor any delay in exercising any rights

hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall

be deemed a continuing waiver or a waiver of any other breach or default.

By submitting an application to Affiliate Program, you affirm and acknowledge that you have

read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If

you do not wish to be bound by this Agreement, you should not submit an application to Affiliate

Program. If an individual is accessing this Agreement on behalf of a business entity, by doing

so, such an individual represents that they have the legal capacity and authority to bind such a

business entity to this Agreement. This Agreement was last revised on 01-01-2020

Special Note: Exoprofit reserves all right to block/suspend any account at any time for any

reason. If Exoprofit sees any frauds on any affiliate’s account Exoprofit will block affiliates

immediately without any notice and has every right to not pay the balance. We will immediately

suspend all balance if we see any frauds

Please do not promote any offers to such countries who declared it as illegal if you do it then the

response is only you, not Exoprofit (For example: Do not promote any dating/adult offers in

Muslim countries which ban these or any gambling/crypto offers to countries that strictly ban it

like Bangladesh) Exoprofit won’t take any responsibility of it, the individual publisher will take

responsibility