ProAffiliates Advertiser Agreement

Article I: Introduction

This Merchant Agreement (the “Agreement”) is entered into by and between ProAffiliates Affiliate Network, herein referred to as “Network”, “PROAFFILIATES.COM”, and the undersigned merchant (“Merchant”), collectively referred to as the “Parties.”

To be an authorized Merchant of ProAffiliates, You agree to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before registering

and using the PROAFFILIATES.COM Service as a Merchant. By signing up for PROAFFILIATES.COM, you indicate Your acceptance of this Agreement and its terms and conditions.

Section 1.01 – Purpose

The purpose of this Agreement is to set forth the terms and conditions under which the Merchant shall participate in the ProAffiliates Affiliate Network. The Merchant wishes to engage the Network to provide marketing services through its affiliated partners (“Affiliates”) for the promotion of the Merchant’s products and services.

Section 1.02 – PRIVACY POLICY

PROAFFILIATES.COM respects the privacy of its users and promises not to disclose personal or business information to third parties without the express permission of You and Your company.

We will not sell Your name, e-mail address, phone number, or any other personal information

to anyone else. We consider this information to be private, and it will remain as such. If You

have any questions about Your privacy rights, contact us at proaffiliates@proaffiliates.com

Article II: Obligations of the Parties

Section 2.01 – Network Obligations

The Network agrees to:

  1. Provide the Merchant with access to a network of Affiliates.
  2. Monitor affiliate activity for compliance with this Agreement.
  3. Facilitate the tracking of sales and referrals through an online platform.

Section 2.02 – Merchant Obligations

The Merchant agrees to:

  1. Pay commissions to Affiliates for qualifying sales or leads as agreed upon.
  2. Provide accurate product information and marketing materials to Affiliates.
  3. Maintain the validity and functionality of all promotional links provided to the Network and its Affiliates.

Article III: Compensation

Section 3.01 – Commission Structure

The Merchant agrees to compensate Affiliates according to the commission structure defined during the onboarding, which may be amended from time to time upon mutual agreement.

Section 3.02 – Payment Terms

Payments to Affiliates shall be made on a monthly basis, no later than the 30th day following the end of the prior month, or other payment structure agreed upon onboarding. All payments are subject to audit and adjustment for returns, cancellations, or disputes.

Section 3.03 - MERCHANT BALANCE

At all times, Merchant must maintain a positive balance on their PROAFFILIATES.COM account which is used to pay Affiliates for commissions generated. If Merchant’s account balance falls

below $0, all links will cease to function until such time that the Merchant is able to make a

deposit into the account.

Article IV: Term, Termination and Anti-Poaching

Section 4.01 – Term

This Agreement shall commence on the Effective Date and will continue for twelve (12) months thereafter. It shall automatically renew for successive one-year terms unless terminated as provided in Section 4.02.

Section 4.02 – Termination

Either party may terminate this Agreement at any time with thirty (30) days’ written notice to the other party. In addition, Network may terminate immediately without notice if the Merchant breaches any terms of this Agreement.

Section 4.03 – ANTI-POACHING

It is agreed that Merchant shall not recruit/try to recruit/move any affiliates of ProAffiliates to another network or Platform.

Article V: Confidentiality

Both parties agree to maintain the confidentiality of each other’s proprietary information and not to disclose it to any third party without the express written consent of the disclosing party.

Article VI: Limitation of Liability

The Network shall not be liable for indirect, incidental, special, consequential, or exemplary damages arising out of or related to this Agreement, even if such damages are foreseeable.

Article VII: General Provisions

Section 7.01 - PERFORMANCE.

ProAffiliates shall not be responsible for non-performance or delays occasioned by any cause beyond ProAffiliates’ reasonable control, including, but not limited to, labor difficulties, delays of vendors or carriers, fires, governmental actions, and material shortages, including, without limitation, any delay, downtime, malfunction or other outages of any sites.

Section 7.02 - SEVERABILITY.

Each condition is a separate covenant, and the invalidation of any provision, by a court or otherwise, shall not affect the other terms and conditions in this Agreement.

Section 7.03 - APPLICABLE LAW

All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of the New York International Arbitration Center by one or more arbitrators appointed in accordance with the said Rules. The laws of the United States shall apply, and the seat of arbitration shall be New York.

Section 7.04 - NOTICE

Any notice provided pursuant to this Agreement shall be in writing and shall be provided by hand delivery (which shall be deemed given upon receipt), U.S. mail (which shall be deemed given three (3) days after deposit in the mails, postage prepaid, certified mail, return receipt requested), facsimile or email (which shall be deemed delivered upon electronic confirmation thereof) or by next day delivery service (which shall be deemed delivered upon such delivery). All notices shall be delivered to the other party at the address set forth on the signature lines hereto or at such other address as either party may in the future specify in writing to the other.

Section 7.05 - NON-DISCLOSURE

PROAFFILIATES.COM acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information (“Confidential Information”) of Your company.
PROAFFILIATES.COM agrees not to disclose or disseminate the Confidential Information without Your prior express written consent in each instance. The term “Confidential Information” shall not include information that is or becomes part of the public domain through no action or
omission of PROAFFILIATES.COM, that becomes available to PROAFFILIATES.COM from third parties without knowledge by PROAFFILIATES.COM of any breach or violation of fiduciary duty, or that PROAFFILIATES.COM had in its possession prior to the date of this Agreement. PROAFFILIATES.COM does not and shall not collect information about a Merchant’s customer transactions, other than what is passed to us through the installed tracking code and displayed on Your own transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. PROAFFILIATES.COM reserves the right to be able to utilize this data in aggregate to anonymously analyze Service trends, monitor Service efficiencies, and perform such other analysis as PROAFFILIATES.COM deems appropriate.

Section 7.06 – Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior communications, whether oral or written.

Section 7.07 – Amendments

Any amendments to this Agreement must be in writing and signed by both parties.

Section 7.08 – Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue to be valid and enforceable.

In witness whereof, the Parties have executed this Merchant Agreement on the Effective Date.

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