Help
Print
This Affiliate Policy ("Policy") governs the affiliate relationship between Zoptiks LLC ("Vendor") and its affiliates ("Affiliates") who participate in the promotion and referral of Zoptiks' software-as-a-service products ("Products").
1. Definitions
Affiliate: Refers to individuals or entities accepted into Zoptiks' affiliate program to promote and refer Zoptiks' Products.
Vendor: Refers to Zoptiks LLC, the provider of the Products and the party entering into this Policy.
Products: Refers to the software-as-a-service products offered by Zoptiks, as described in Zoptiks' product catalog or website.
2. Affiliate Enrollment
(a) Affiliates may apply to participate in Zoptiks' affiliate program by completing the application form provided by Zoptiks. Zoptiks reserves the right to accept or reject any application at its sole discretion.
(b) Upon acceptance into the affiliate program, Affiliates will receive a unique affiliate ID and necessary promotional materials, tracking links, and resources for promoting the Products.
3. Affiliate Responsibilities
(a) Affiliates are responsible for promoting Zoptiks' Products in compliance with applicable laws, regulations, and industry best practices. Affiliates must ensure that all marketing materials and representations are accurate, ethical, and transparent to potential customers. This includes:
- Using truthful and non-misleading statements about the Products' features, benefits, and limitations.
- Complying with all applicable advertising regulations and guidelines.
- Providing accurate information and avoiding false or exaggerated claims.
(b) Affiliates must disclose their affiliate relationship with Zoptiks when promoting the Products. This disclosure must comply with applicable laws, including the Federal Trade Commission's guidelines on endorsements and testimonials. The disclosure should be clear, conspicuous, and placed in close proximity to the promotion. For example, Affiliates should use statements such as "This post contains affiliate links" or "I may earn a commission from purchases made through these links."
(c) Prohibited activities for Affiliates include:
- Spamming or sending unsolicited commercial emails.
- Misrepresenting the Products or making false claims.
- Engaging in illegal, deceptive, or unethical marketing practices.
- Violating Zoptiks' or any third party's intellectual property rights.
- Using misleading or inaccurate tracking links or coupon codes.
- Engaging in activities that harm Zoptiks' reputation or goodwill.
(d) Affiliates must keep their contact and payment information up to date in Zoptiks' affiliate portal or any designated platform.
4. Commissions and Payment:
(a) Commissions for Affiliates will be determined through the affiliate marketing system utilized by Zoptiks. The commission structure may be either percentage-based, where Affiliates earn a predetermined percentage of the net sales amount generated through their referrals, or fixed amount-based, where Affiliates earn a specific amount for each successful referral.
(b) The tracking and attribution of sales to Affiliates will be performed through the affiliate marketing system. Affiliates will be provided with unique tracking links or affiliate IDs that will identify their referrals. It is the responsibility of Affiliates to ensure that their referrals use the provided tracking links or enter the correct affiliate ID during the purchase process for accurate attribution of sales.
(c) Commissions will be calculated based on the net sales amount, which excludes any applicable taxes, refunds, or chargebacks. The specific commission rates or amounts, as well as any thresholds or tiers for commission eligibility, will be outlined in the commission agreement or the affiliate portal.
(d) Commission payments will be made according to the designated payment schedule determined by Zoptiks. The payment frequency may be monthly, quarterly, or according to another agreed
-upon interval. The exact payment dates or intervals will be communicated to Affiliates through the commission agreement or the affiliate portal.
(e) Any disputes or discrepancies regarding commission calculations must be raised by Affiliates within 30 days from the date of the commission payment. Affiliates should promptly notify Zoptiks of any concerns or discrepancies, providing relevant details and supporting documentation. Both parties will work together in good faith to resolve any disputes or discrepancies within a reasonable timeframe.
(f) Zoptiks reserves the right to withhold commission payments or adjust commission amounts if there is reasonable suspicion of fraudulent activities, violations of the Policy, or breaches of applicable laws. Zoptiks may conduct audits or investigations, as necessary, to ensure the integrity of the affiliate program and protect the interests of all parties involved.
(g) All commission payments will be made in the currency specified by Zoptiks, unless otherwise agreed upon in writing. Affiliates are responsible for any fees associated with receiving or converting commission payments, such as bank charges or currency conversion fees.
(h) It is the responsibility of Affiliates to ensure that their payment information is accurate and up to date in the affiliate portal or any designated platform. Zoptiks will not be held liable for any delays or errors in commission payments resulting from inaccurate or outdated payment information provided by Affiliates.
(i) Zoptiks reserves the right to modify the commission structure, payment terms, or affiliate program rules with reasonable notice to Affiliates. Any changes will be communicated through the commission agreement, the affiliate portal, or other written means.
5. Intellectual Property:
(a) Affiliates acknowledge and agree that all intellectual property rights related to the Products, including trademarks, copyrights, and patents, are owned by Zoptiks. Affiliates shall not acquire any ownership rights or licenses to the Vendor's intellectual property, except as expressly granted in this Policy.
(b) Affiliates are granted a limited, non-exclusive, non-transferable license to use the Vendor's intellectual property solely for the purpose of promoting the Products within the scope of the affiliate program. This license is granted solely during the term of the affiliate relationship and in accordance with the terms of this Policy.
(c) Affiliates are permitted to use the approved marketing materials, including banners, logos, product images, and textual content, provided by Zoptiks for promotional purposes. Affiliates may also use the tracking links or affiliate IDs assigned by Zoptiks to track referrals accurately. Any use of the Vendor's intellectual property beyond the scope of promoting the Products or without explicit authorization is strictly prohibited.
(d) Affiliates shall not modify, alter, or create derivative works from the Vendor's intellectual property without prior written consent from Zoptiks. Affiliates shall not register or use any domain names, trademarks, or social media handles that are confusingly similar to or infringe upon the Vendor's intellectual property rights.
(e) Affiliates shall refrain from engaging in any activities that may harm the reputation, goodwill, or distinctiveness of the Vendor's intellectual property. This includes avoiding any false or misleading statements, misrepresentations, or unauthorized endorsements that may tarnish the image of the Vendor or its Products.
(f) Upon termination of the affiliate relationship, Affiliates shall immediately cease using the Vendor's intellectual property and any marketing materials provided by Zoptiks. Affiliates shall promptly remove all references to the Vendor's intellectual property from their websites, social media platforms, and other promotional materials.
(g) Any unauthorized use, reproduction, distribution, or modification of the Vendor's intellectual property may result in legal action and termination of the affiliate relationship. Affiliates shall be liable for any damages, losses, or expenses incurred by Zoptiks as a result of such unauthorized use.
(h) Zoptiks reserves
the right to monitor the use of its intellectual property by Affiliates and take appropriate action to enforce its rights. This may include requesting modifications to promotional materials, requesting the removal of infringing content, or terminating the affiliate relationship in cases of repeated or serious violations.
6. Confidentiality:
(a) Affiliates acknowledge and understand that during the course of their participation in the affiliate program, they may have access to confidential information belonging to Zoptiks. "Confidential Information" refers to any non-public information, whether written, oral, or in any other form, that is disclosed by Zoptiks and is designated or reasonably understood to be confidential. This includes, but is not limited to, customer data, business strategies, financial information, pricing details, trade secrets, and any other proprietary information related to Zoptiks' operations or the Products.
(b) Affiliates shall maintain the confidentiality of the Confidential Information and shall not disclose, use, copy, or reproduce it, in whole or in part, except as necessary to fulfill their obligations under this Policy. Affiliates shall take all reasonable measures to protect the confidentiality of the Confidential Information and prevent its unauthorized use or disclosure.
(c) Affiliates shall implement appropriate administrative, technical, and physical security measures to safeguard the Confidential Information. This includes maintaining secure systems, using strong passwords, encrypting sensitive data, and limiting access to the Confidential Information to authorized personnel who have a need to know.
(d) Affiliates shall not use the Confidential Information for any purpose other than promoting the Products within the scope of the affiliate program. Affiliates shall not disclose the Confidential Information to any third party, including affiliates, subsidiaries, or business partners, without the prior written consent of Zoptiks, except as required by law or with prior written notice to Zoptiks.
(e) The obligations of confidentiality shall continue during the term of the affiliate relationship and shall survive the termination of this Policy. Upon termination, Affiliates shall promptly return or destroy all materials containing or reflecting the Confidential Information and provide written certification of such return or destruction, upon request by Zoptiks.
(f) Affiliates shall immediately notify Zoptiks of any unauthorized use, disclosure, or loss of the Confidential Information, as well as any breach of their confidentiality obligations. Affiliates shall cooperate fully with Zoptiks in any investigation, legal action, or remedy pursued by Zoptiks to protect its rights and the Confidential Information.
(g) The obligations of confidentiality set forth in this section shall not apply to any information that:
- Was already known to the Affiliate without an obligation of confidentiality prior to its disclosure by Zoptiks.
- Becomes publicly available through no fault or breach of the Affiliate.
- Is rightfully received by the Affiliate from a third party without restrictions on disclosure.
- Is independently developed by the Affiliate without reference to or use of the Confidential Information.
(h) Nothing in this Policy shall prohibit Affiliates from using general industry knowledge, skills, experience, or expertise acquired during the course of their participation in the affiliate program, provided that such knowledge does not involve the unauthorized use or disclosure of Zoptiks' Confidential Information.
7. Indemnification
(a) Affiliates agree to indemnify and hold Zoptiks, its affiliates, officers, directors, employees, and agents harmless from any claims, damages, losses, or liabilities arising out of the Affiliate's actions or representations related to the promotion of the Products. This indemnification shall include reasonable attorneys' fees and costs incurred by Zoptiks in defending against any such claims, to the extent permitted by applicable law. The Affiliate's indemnification obligation also extends to claims arising from the Affiliate's breach of this Policy, violation of applicable laws, or infringement of third-party rights.
8. Dispute Resolution
(a) Any dispute arising out of or in connection with this Policy shall be resolved through mediation or arbitration in accordance with the rules of the American Arbitration Association. The mediation or arbitration shall take place in Columbus, Ohio. If the dispute is not resolved through mediation, it shall be referred to arbitration. The arbitration shall be conducted by a single arbitrator, selected jointly by the parties, or in the absence of an agreement, appointed by the American Arbitration Association. The language of the arbitration proceedings shall be English. The arbitrator's decision shall be final and binding upon the parties. The costs of mediation or arbitration shall be borne equally by both parties, unless otherwise determined by the mediator or arbitrator.
9. Non-Exclusivity
(a) Participation in Zoptiks' affiliate program does not create an exclusive relationship between Zoptiks and Affiliates. Either party may terminate the affiliate relationship at any time, with or without cause, upon written notice.
10. Termination for Cause:
(a) Zoptiks reserves the right to terminate the affiliate relationship with immediate effect and without prior notice if the Affiliate engages in conduct that constitutes a material breach of this Policy or is in violation of applicable laws or regulations. The following examples, though not exhaustive, provide clarity on the types of conduct that may be grounds for termination:
- Engaging in fraudulent activities, including but not limited to falsifying referrals, generating fake leads, or engaging in deceptive practices to manipulate sales or commissions.
- Violating applicable laws, regulations, or industry standards, including those related to data protection, consumer protection, advertising, or intellectual property.
- Breaching the terms and conditions of this Policy, including the obligations related to promotional practices, confidentiality, intellectual property, or compliance with Zoptiks' guidelines and instructions.
- Engaging in conduct that could cause reputational harm to Zoptiks, its Products, or its customers, including engaging in unethical practices, making false claims, or engaging in activities that harm the reputation or goodwill of Zoptiks.
(b) In the event of termination for cause, Zoptiks may take appropriate measures, including but not limited to the removal of the Affiliate's access to the affiliate portal, deactivation of tracking links, and the withholding of any unpaid commissions or other payments due to the Affiliate.
(c) Zoptiks reserves the right to pursue legal remedies or seek damages in case of termination for cause resulting from the Affiliate's misconduct or breach of this Policy. The termination of the affiliate relationship shall not relieve the Affiliate from any liability or obligations incurred prior to the termination.
(d) In cases where the termination for cause is based on suspected fraudulent activities or violation of laws, Zoptiks may conduct investigations, audits, or cooperate with relevant authorities to protect its rights, the integrity of the affiliate program, and the interests of all parties involved.
(e) Zoptiks may, at its sole discretion, provide a written notice of termination to the Affiliate specifying the grounds for termination. However, the absence of such notice shall not affect the validity or enforceability of the termination if it is based on conduct that clearly constitutes a material breach or violation.
11. Limitation of Liability:
(a) To the fullest extent permitted by law, Zoptiks, its affiliates, officers, directors, employees, agents, and subcontractors shall not be liable for any indirect, consequential, punitive, incidental, or special damages arising out of or in connection with the affiliate program, including but not limited to loss of profits, loss of business opportunities, or loss of data.
(b) The total aggregate liability of Zoptiks, its affiliates, officers, directors, employees, agents, and subcontractors, whether in contract, tort, or any other legal theory, shall be limited to the total amount of commissions paid or payable to the Affiliate
under this Policy during the 12 months immediately preceding the event giving rise to the liability.
(c) The limitations of liability set forth in this section shall apply even if Zoptiks has been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose.
12. Governing Law and Jurisdiction:
(a) This Policy shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to conflict of laws provisions. Any disputes arising out of or in connection with this Policy shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in Columbus, Ohio.
(b) The Affiliate agrees to submit to the personal jurisdiction of such courts and waives any objection based on inconvenient forum or any other jurisdictional grounds.
(c) The English language version of this Policy shall prevail and govern in case of any discrepancies, conflicts, or inconsistencies arising from translations into other languages.
(d) Any legal notices or communications required or permitted under this Policy shall be in writing and sent by certified mail, registered mail, or recognized courier service to the respective party's address as provided in the affiliate portal or as otherwise specified in writing.
13. Disclaimer: The Affiliate acknowledges that this Policy does not create an agency, partnership, or joint venture relationship between the Vendor and Affiliates.
14. Force Majeure: In the event of unforeseen circumstances or events beyond the control of the parties, such as natural disasters, strikes, or government actions, the parties shall be excused from their obligations under this Policy to the extent such obligations are affected by the force majeure event.
15. Data Protection and Privacy: The collection, use, and protection of personal data by the Vendor and Affiliates shall be governed by a separate data protection and privacy policy in compliance with applicable laws, including the General Data Protection Regulation (GDPR) if applicable.
16. Severability: If any provision of this Policy is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
17. Amendments: This Policy may be amended or modified by the Vendor, and any such amendments shall be communicated to the Affiliates through written agreement or notice.
18. Entire Agreement:
(a) This Policy constitutes the entire agreement between the Vendor and the Affiliate regarding the affiliate relationship and supersedes any prior agreements, understandings, or representations, whether written or oral, relating to the subject matter herein.
(b) No modification, amendment, or waiver of any provision of this Policy shall be effective unless in writing and signed by both parties.
(c) The parties acknowledge that there are no other promises, representations, or warranties, whether expressed or implied, regarding the affiliate relationship, except as expressly stated in this Policy.
(d) In the event of any conflict or inconsistency between this Policy and any other document or agreement referenced or incorporated herein, the provisions of this Policy shall prevail.
(e) The Vendor and the Affiliate acknowledge that they have not relied on any statement, representation, or warranty, other than those expressly set forth in this Policy, in entering into the affiliate relationship.
(f) Any provisions or sections of this Policy that are determined to be invalid, unenforceable, or illegal by a court of competent jurisdiction shall be severed from the Policy, and the remaining provisions or sections shall continue in full force and effect.
(g) The headings and section numbers in this Policy are for convenience only and shall not affect the interpretation or construction of the provisions herein.
19. Privacy and Compliance:
Privacy and Compliance Requirements:
(a) The Affiliate acknowledges and agrees to comply with applicable privacy and data protection laws and regulations, including but not limited to the following:
United States Children's Online Privacy Protection Act (COPPA) Requirements
Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) Requirements
United States Protection of Pupil Rights Amendment (PPRA) Requirements
United States Individuals with Disabilities Education Act (IDEA) Requirements
United States Family Educational Rights and Privacy Act (FERPA) Requirements
European Union General Data Protection Regulation (GDPR) Requirements
United States Health Insurance Portability and Accountability Act (HIPAA) Requirements
DPA 2018 (UK) Requirements
Australia's Privacy Act Requirements
China's Cybersecurity Law Requirements
Section 508 Compliance (Accessibility requirements for individuals with disabilities)
Children's Internet Protection Act (CIPA)
Brazil's Lei Geral de Proteção de Dados (LGPD) Requirements
(b) The Affiliate shall ensure that any personal data collected, processed, or stored as part of the affiliate program complies with the applicable data protection laws and regulations. This includes obtaining necessary consents, implementing appropriate security measures, and providing individuals with rights regarding their personal data.
(c) The Affiliate shall promptly notify Zoptiks of any privacy or data security incidents or breaches involving personal data related to the affiliate program. The Affiliate shall cooperate with Zoptiks in investigating and mitigating such incidents or breaches, and shall take appropriate remedial actions as required by law.
(d) Zoptiks shall provide the Affiliate with necessary support and resources to comply with the privacy and data protection requirements. However, the Affiliate acknowledges that ultimate responsibility for compliance rests with the Affiliate, and Zoptiks shall not be held liable for any non-compliance by the Affiliate.
(e) In the event of any conflict between the provisions of this Policy and the specific requirements of applicable privacy and data protection laws and regulations, the requirements of the applicable laws and regulations shall prevail.
(f) The Affiliate shall indemnify and hold harmless Zoptiks, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, or liabilities arising out of the Affiliate's non-compliance with privacy and data protection laws and regulations.
(g) Zoptiks reserves the right to audit the Affiliate's compliance with privacy and data protection requirements, upon reasonable notice, to ensure adherence to applicable laws and regulations.
(h) The Affiliate acknowledges that additional privacy and data protection terms and requirements may be specified in a separate data protection and privacy policy or agreement, which shall be considered an integral part of this Policy.
20. Indemnification Clause:
The Affiliate agrees to indemnify, defend, and hold harmless Zoptiks LLC ("Vendor"), its affiliates, officers, directors, employees, and agents (collectively referred to as the "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees and costs, arising out of or in connection with the Affiliate's actions or representations related to the promotion of the Products, including but not limited to:
Any breach of this Affiliate Policy or violation of applicable laws, regulations, or industry standards by the Affiliate.
Any infringement or violation of any intellectual property rights, including copyrights, trademarks, or patents, by the Affiliate.
Any misleading, false, or unauthorized statements, representations, or endorsements made by the Affiliate regarding the Products.
Any claims, demands, or actions brought by third parties arising out of the Affiliate's marketing activities, including but not limited to defamation, false advertising, or violation of privacy rights.
The Affiliate's indemnification obligation shall include reasonable attorneys' fees and costs incurred by the Indemnified Parties in defending against any such claims, to the extent permitted by applicable law. The Affiliate's indemnification obligation shall also extend to claims arising from the Affiliate's breach of this Affiliate Policy, violation of applicable laws, or infringement of third-party rights.
The Indemnified Parties shall have the right to select legal counsel of their choice to defend against any claims subject to indemnification. The Affiliate shall cooperate fully with the Indemnified Parties in the defense of any such claims, including providing necessary information, documents, and testimony.
The indemnification obligations under this clause shall survive the termination of the affiliate relationship between the Vendor and the Affiliate.
This indemnification clause shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to conflict of laws provisions. Any disputes arising out of or in connection with this indemnification clause shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in Columbus, Ohio.
21. Dispute Resolution:
In the event of any dispute arising out of or in connection with this Policy or the affiliate relationship between Zoptiks LLC ("Vendor") and the Affiliate, the parties agree to resolve such dispute through the following dispute resolution process:
Mediation: The parties shall first attempt to resolve the dispute amicably through mediation. Either party may initiate the mediation process by providing written notice to the other party, clearly stating the nature of the dispute. The mediation shall be conducted in accordance with the rules and procedures of a mutually agreed-upon mediation provider or, if no agreement is reached, the rules of the American Arbitration Association ("AAA"). The parties shall cooperate in good faith to select a mediator and participate in the mediation process.
Arbitration: If the dispute is not resolved through mediation within a reasonable time or if either party refuses to participate in mediation, the dispute shall be referred to arbitration. The arbitration shall be conducted in accordance with the rules and procedures of the AAA, including its Commercial Arbitration Rules and Mediation Procedures. The arbitration shall take place in Columbus, Ohio, unless otherwise agreed upon by the parties. The language of the arbitration proceedings shall be English. The parties may jointly select a single arbitrator or, in the absence of an agreement, the arbitrator shall be appointed by the AAA.
Binding Effect: The decision or award rendered by the arbitrator shall be final, binding, and enforceable upon the parties. The parties waive their rights to any form of appeal or review, to the extent permitted by applicable law. The arbitrator shall have the authority to grant injunctive relief or specific performance, in addition to any monetary or equitable remedies available under the applicable laws.
Costs and Fees: The costs and fees associated with the mediation or arbitration, including the mediator's or arbitrator's fees, administrative fees, and any other expenses reasonably incurred in connection with the dispute resolution process, shall be borne by the parties as determined by the mediator or arbitrator. Each party shall be responsible for its own attorneys' fees and costs unless otherwise awarded by the mediator or arbitrator.
Equitable Remedies: Notwithstanding the foregoing dispute resolution process, either party may seek equitable remedies, including temporary restraining orders or preliminary injunctions, from a court of competent jurisdiction, without waiving the right to submit the underlying dispute to mediation or arbitration.
Governing Law: This dispute resolution section shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to conflict of laws provisions.
Jurisdiction and Venue: Any legal action or proceeding arising out of or relating to the dispute resolution process shall be brought exclusively in the state and federal courts located in Columbus, Ohio. The parties agree to submit to the personal jurisdiction of such courts and waive any objection based on an inconvenient forum or any other jurisdictional grounds.
By participating in the Zoptiks' affiliate program, the Affiliate acknowledges that they have read, understood, and agreed to comply with the privacy and data protection requirements outlined in this Policy and the applicable laws and regulations.
Affiliate Policy
Effective Date: May 20th, 2023
This Affiliate Policy ("Policy") governs the affiliate relationship between Zoptiks LLC ("Vendor") and its affiliates ("Affiliates") who participate in the promotion and referral of Zoptiks' software-as-a-service products ("Products").
1. Definitions
Affiliate: Refers to individuals or entities accepted into Zoptiks' affiliate program to promote and refer Zoptiks' Products.
Vendor: Refers to Zoptiks LLC, the provider of the Products and the party entering into this Policy.
Products: Refers to the software-as-a-service products offered by Zoptiks, as described in Zoptiks' product catalog or website.
2. Affiliate Enrollment
(a) Affiliates may apply to participate in Zoptiks' affiliate program by completing the application form provided by Zoptiks. Zoptiks reserves the right to accept or reject any application at its sole discretion.
(b) Upon acceptance into the affiliate program, Affiliates will receive a unique affiliate ID and necessary promotional materials, tracking links, and resources for promoting the Products.
3. Affiliate Responsibilities
(a) Affiliates are responsible for promoting Zoptiks' Products in compliance with applicable laws, regulations, and industry best practices. Affiliates must ensure that all marketing materials and representations are accurate, ethical, and transparent to potential customers. This includes:
- Using truthful and non-misleading statements about the Products' features, benefits, and limitations.
- Complying with all applicable advertising regulations and guidelines.
- Providing accurate information and avoiding false or exaggerated claims.
(b) Affiliates must disclose their affiliate relationship with Zoptiks when promoting the Products. This disclosure must comply with applicable laws, including the Federal Trade Commission's guidelines on endorsements and testimonials. The disclosure should be clear, conspicuous, and placed in close proximity to the promotion. For example, Affiliates should use statements such as "This post contains affiliate links" or "I may earn a commission from purchases made through these links."
(c) Prohibited activities for Affiliates include:
- Spamming or sending unsolicited commercial emails.
- Misrepresenting the Products or making false claims.
- Engaging in illegal, deceptive, or unethical marketing practices.
- Violating Zoptiks' or any third party's intellectual property rights.
- Using misleading or inaccurate tracking links or coupon codes.
- Engaging in activities that harm Zoptiks' reputation or goodwill.
(d) Affiliates must keep their contact and payment information up to date in Zoptiks' affiliate portal or any designated platform.
4. Commissions and Payment:
(a) Commissions for Affiliates will be determined through the affiliate marketing system utilized by Zoptiks. The commission structure may be either percentage-based, where Affiliates earn a predetermined percentage of the net sales amount generated through their referrals, or fixed amount-based, where Affiliates earn a specific amount for each successful referral.
(b) The tracking and attribution of sales to Affiliates will be performed through the affiliate marketing system. Affiliates will be provided with unique tracking links or affiliate IDs that will identify their referrals. It is the responsibility of Affiliates to ensure that their referrals use the provided tracking links or enter the correct affiliate ID during the purchase process for accurate attribution of sales.
(c) Commissions will be calculated based on the net sales amount, which excludes any applicable taxes, refunds, or chargebacks. The specific commission rates or amounts, as well as any thresholds or tiers for commission eligibility, will be outlined in the commission agreement or the affiliate portal.
(d) Commission payments will be made according to the designated payment schedule determined by Zoptiks. The payment frequency may be monthly, quarterly, or according to another agreed
-upon interval. The exact payment dates or intervals will be communicated to Affiliates through the commission agreement or the affiliate portal.
(e) Any disputes or discrepancies regarding commission calculations must be raised by Affiliates within 30 days from the date of the commission payment. Affiliates should promptly notify Zoptiks of any concerns or discrepancies, providing relevant details and supporting documentation. Both parties will work together in good faith to resolve any disputes or discrepancies within a reasonable timeframe.
(f) Zoptiks reserves the right to withhold commission payments or adjust commission amounts if there is reasonable suspicion of fraudulent activities, violations of the Policy, or breaches of applicable laws. Zoptiks may conduct audits or investigations, as necessary, to ensure the integrity of the affiliate program and protect the interests of all parties involved.
(g) All commission payments will be made in the currency specified by Zoptiks, unless otherwise agreed upon in writing. Affiliates are responsible for any fees associated with receiving or converting commission payments, such as bank charges or currency conversion fees.
(h) It is the responsibility of Affiliates to ensure that their payment information is accurate and up to date in the affiliate portal or any designated platform. Zoptiks will not be held liable for any delays or errors in commission payments resulting from inaccurate or outdated payment information provided by Affiliates.
(i) Zoptiks reserves the right to modify the commission structure, payment terms, or affiliate program rules with reasonable notice to Affiliates. Any changes will be communicated through the commission agreement, the affiliate portal, or other written means.
5. Intellectual Property:
(a) Affiliates acknowledge and agree that all intellectual property rights related to the Products, including trademarks, copyrights, and patents, are owned by Zoptiks. Affiliates shall not acquire any ownership rights or licenses to the Vendor's intellectual property, except as expressly granted in this Policy.
(b) Affiliates are granted a limited, non-exclusive, non-transferable license to use the Vendor's intellectual property solely for the purpose of promoting the Products within the scope of the affiliate program. This license is granted solely during the term of the affiliate relationship and in accordance with the terms of this Policy.
(c) Affiliates are permitted to use the approved marketing materials, including banners, logos, product images, and textual content, provided by Zoptiks for promotional purposes. Affiliates may also use the tracking links or affiliate IDs assigned by Zoptiks to track referrals accurately. Any use of the Vendor's intellectual property beyond the scope of promoting the Products or without explicit authorization is strictly prohibited.
(d) Affiliates shall not modify, alter, or create derivative works from the Vendor's intellectual property without prior written consent from Zoptiks. Affiliates shall not register or use any domain names, trademarks, or social media handles that are confusingly similar to or infringe upon the Vendor's intellectual property rights.
(e) Affiliates shall refrain from engaging in any activities that may harm the reputation, goodwill, or distinctiveness of the Vendor's intellectual property. This includes avoiding any false or misleading statements, misrepresentations, or unauthorized endorsements that may tarnish the image of the Vendor or its Products.
(f) Upon termination of the affiliate relationship, Affiliates shall immediately cease using the Vendor's intellectual property and any marketing materials provided by Zoptiks. Affiliates shall promptly remove all references to the Vendor's intellectual property from their websites, social media platforms, and other promotional materials.
(g) Any unauthorized use, reproduction, distribution, or modification of the Vendor's intellectual property may result in legal action and termination of the affiliate relationship. Affiliates shall be liable for any damages, losses, or expenses incurred by Zoptiks as a result of such unauthorized use.
(h) Zoptiks reserves
the right to monitor the use of its intellectual property by Affiliates and take appropriate action to enforce its rights. This may include requesting modifications to promotional materials, requesting the removal of infringing content, or terminating the affiliate relationship in cases of repeated or serious violations.
6. Confidentiality:
(a) Affiliates acknowledge and understand that during the course of their participation in the affiliate program, they may have access to confidential information belonging to Zoptiks. "Confidential Information" refers to any non-public information, whether written, oral, or in any other form, that is disclosed by Zoptiks and is designated or reasonably understood to be confidential. This includes, but is not limited to, customer data, business strategies, financial information, pricing details, trade secrets, and any other proprietary information related to Zoptiks' operations or the Products.
(b) Affiliates shall maintain the confidentiality of the Confidential Information and shall not disclose, use, copy, or reproduce it, in whole or in part, except as necessary to fulfill their obligations under this Policy. Affiliates shall take all reasonable measures to protect the confidentiality of the Confidential Information and prevent its unauthorized use or disclosure.
(c) Affiliates shall implement appropriate administrative, technical, and physical security measures to safeguard the Confidential Information. This includes maintaining secure systems, using strong passwords, encrypting sensitive data, and limiting access to the Confidential Information to authorized personnel who have a need to know.
(d) Affiliates shall not use the Confidential Information for any purpose other than promoting the Products within the scope of the affiliate program. Affiliates shall not disclose the Confidential Information to any third party, including affiliates, subsidiaries, or business partners, without the prior written consent of Zoptiks, except as required by law or with prior written notice to Zoptiks.
(e) The obligations of confidentiality shall continue during the term of the affiliate relationship and shall survive the termination of this Policy. Upon termination, Affiliates shall promptly return or destroy all materials containing or reflecting the Confidential Information and provide written certification of such return or destruction, upon request by Zoptiks.
(f) Affiliates shall immediately notify Zoptiks of any unauthorized use, disclosure, or loss of the Confidential Information, as well as any breach of their confidentiality obligations. Affiliates shall cooperate fully with Zoptiks in any investigation, legal action, or remedy pursued by Zoptiks to protect its rights and the Confidential Information.
(g) The obligations of confidentiality set forth in this section shall not apply to any information that:
- Was already known to the Affiliate without an obligation of confidentiality prior to its disclosure by Zoptiks.
- Becomes publicly available through no fault or breach of the Affiliate.
- Is rightfully received by the Affiliate from a third party without restrictions on disclosure.
- Is independently developed by the Affiliate without reference to or use of the Confidential Information.
(h) Nothing in this Policy shall prohibit Affiliates from using general industry knowledge, skills, experience, or expertise acquired during the course of their participation in the affiliate program, provided that such knowledge does not involve the unauthorized use or disclosure of Zoptiks' Confidential Information.
7. Indemnification
(a) Affiliates agree to indemnify and hold Zoptiks, its affiliates, officers, directors, employees, and agents harmless from any claims, damages, losses, or liabilities arising out of the Affiliate's actions or representations related to the promotion of the Products. This indemnification shall include reasonable attorneys' fees and costs incurred by Zoptiks in defending against any such claims, to the extent permitted by applicable law. The Affiliate's indemnification obligation also extends to claims arising from the Affiliate's breach of this Policy, violation of applicable laws, or infringement of third-party rights.
8. Dispute Resolution
(a) Any dispute arising out of or in connection with this Policy shall be resolved through mediation or arbitration in accordance with the rules of the American Arbitration Association. The mediation or arbitration shall take place in Columbus, Ohio. If the dispute is not resolved through mediation, it shall be referred to arbitration. The arbitration shall be conducted by a single arbitrator, selected jointly by the parties, or in the absence of an agreement, appointed by the American Arbitration Association. The language of the arbitration proceedings shall be English. The arbitrator's decision shall be final and binding upon the parties. The costs of mediation or arbitration shall be borne equally by both parties, unless otherwise determined by the mediator or arbitrator.
9. Non-Exclusivity
(a) Participation in Zoptiks' affiliate program does not create an exclusive relationship between Zoptiks and Affiliates. Either party may terminate the affiliate relationship at any time, with or without cause, upon written notice.
10. Termination for Cause:
(a) Zoptiks reserves the right to terminate the affiliate relationship with immediate effect and without prior notice if the Affiliate engages in conduct that constitutes a material breach of this Policy or is in violation of applicable laws or regulations. The following examples, though not exhaustive, provide clarity on the types of conduct that may be grounds for termination:
- Engaging in fraudulent activities, including but not limited to falsifying referrals, generating fake leads, or engaging in deceptive practices to manipulate sales or commissions.
- Violating applicable laws, regulations, or industry standards, including those related to data protection, consumer protection, advertising, or intellectual property.
- Breaching the terms and conditions of this Policy, including the obligations related to promotional practices, confidentiality, intellectual property, or compliance with Zoptiks' guidelines and instructions.
- Engaging in conduct that could cause reputational harm to Zoptiks, its Products, or its customers, including engaging in unethical practices, making false claims, or engaging in activities that harm the reputation or goodwill of Zoptiks.
(b) In the event of termination for cause, Zoptiks may take appropriate measures, including but not limited to the removal of the Affiliate's access to the affiliate portal, deactivation of tracking links, and the withholding of any unpaid commissions or other payments due to the Affiliate.
(c) Zoptiks reserves the right to pursue legal remedies or seek damages in case of termination for cause resulting from the Affiliate's misconduct or breach of this Policy. The termination of the affiliate relationship shall not relieve the Affiliate from any liability or obligations incurred prior to the termination.
(d) In cases where the termination for cause is based on suspected fraudulent activities or violation of laws, Zoptiks may conduct investigations, audits, or cooperate with relevant authorities to protect its rights, the integrity of the affiliate program, and the interests of all parties involved.
(e) Zoptiks may, at its sole discretion, provide a written notice of termination to the Affiliate specifying the grounds for termination. However, the absence of such notice shall not affect the validity or enforceability of the termination if it is based on conduct that clearly constitutes a material breach or violation.
11. Limitation of Liability:
(a) To the fullest extent permitted by law, Zoptiks, its affiliates, officers, directors, employees, agents, and subcontractors shall not be liable for any indirect, consequential, punitive, incidental, or special damages arising out of or in connection with the affiliate program, including but not limited to loss of profits, loss of business opportunities, or loss of data.
(b) The total aggregate liability of Zoptiks, its affiliates, officers, directors, employees, agents, and subcontractors, whether in contract, tort, or any other legal theory, shall be limited to the total amount of commissions paid or payable to the Affiliate
under this Policy during the 12 months immediately preceding the event giving rise to the liability.
(c) The limitations of liability set forth in this section shall apply even if Zoptiks has been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose.
12. Governing Law and Jurisdiction:
(a) This Policy shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to conflict of laws provisions. Any disputes arising out of or in connection with this Policy shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in Columbus, Ohio.
(b) The Affiliate agrees to submit to the personal jurisdiction of such courts and waives any objection based on inconvenient forum or any other jurisdictional grounds.
(c) The English language version of this Policy shall prevail and govern in case of any discrepancies, conflicts, or inconsistencies arising from translations into other languages.
(d) Any legal notices or communications required or permitted under this Policy shall be in writing and sent by certified mail, registered mail, or recognized courier service to the respective party's address as provided in the affiliate portal or as otherwise specified in writing.
13. Disclaimer: The Affiliate acknowledges that this Policy does not create an agency, partnership, or joint venture relationship between the Vendor and Affiliates.
14. Force Majeure: In the event of unforeseen circumstances or events beyond the control of the parties, such as natural disasters, strikes, or government actions, the parties shall be excused from their obligations under this Policy to the extent such obligations are affected by the force majeure event.
15. Data Protection and Privacy: The collection, use, and protection of personal data by the Vendor and Affiliates shall be governed by a separate data protection and privacy policy in compliance with applicable laws, including the General Data Protection Regulation (GDPR) if applicable.
16. Severability: If any provision of this Policy is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
17. Amendments: This Policy may be amended or modified by the Vendor, and any such amendments shall be communicated to the Affiliates through written agreement or notice.
18. Entire Agreement:
(a) This Policy constitutes the entire agreement between the Vendor and the Affiliate regarding the affiliate relationship and supersedes any prior agreements, understandings, or representations, whether written or oral, relating to the subject matter herein.
(b) No modification, amendment, or waiver of any provision of this Policy shall be effective unless in writing and signed by both parties.
(c) The parties acknowledge that there are no other promises, representations, or warranties, whether expressed or implied, regarding the affiliate relationship, except as expressly stated in this Policy.
(d) In the event of any conflict or inconsistency between this Policy and any other document or agreement referenced or incorporated herein, the provisions of this Policy shall prevail.
(e) The Vendor and the Affiliate acknowledge that they have not relied on any statement, representation, or warranty, other than those expressly set forth in this Policy, in entering into the affiliate relationship.
(f) Any provisions or sections of this Policy that are determined to be invalid, unenforceable, or illegal by a court of competent jurisdiction shall be severed from the Policy, and the remaining provisions or sections shall continue in full force and effect.
(g) The headings and section numbers in this Policy are for convenience only and shall not affect the interpretation or construction of the provisions herein.
19. Privacy and Compliance:
Privacy and Compliance Requirements:
(a) The Affiliate acknowledges and agrees to comply with applicable privacy and data protection laws and regulations, including but not limited to the following:
United States Children's Online Privacy Protection Act (COPPA) Requirements
Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) Requirements
United States Protection of Pupil Rights Amendment (PPRA) Requirements
United States Individuals with Disabilities Education Act (IDEA) Requirements
United States Family Educational Rights and Privacy Act (FERPA) Requirements
European Union General Data Protection Regulation (GDPR) Requirements
United States Health Insurance Portability and Accountability Act (HIPAA) Requirements
DPA 2018 (UK) Requirements
Australia's Privacy Act Requirements
China's Cybersecurity Law Requirements
Section 508 Compliance (Accessibility requirements for individuals with disabilities)
Children's Internet Protection Act (CIPA)
Brazil's Lei Geral de Proteção de Dados (LGPD) Requirements
(b) The Affiliate shall ensure that any personal data collected, processed, or stored as part of the affiliate program complies with the applicable data protection laws and regulations. This includes obtaining necessary consents, implementing appropriate security measures, and providing individuals with rights regarding their personal data.
(c) The Affiliate shall promptly notify Zoptiks of any privacy or data security incidents or breaches involving personal data related to the affiliate program. The Affiliate shall cooperate with Zoptiks in investigating and mitigating such incidents or breaches, and shall take appropriate remedial actions as required by law.
(d) Zoptiks shall provide the Affiliate with necessary support and resources to comply with the privacy and data protection requirements. However, the Affiliate acknowledges that ultimate responsibility for compliance rests with the Affiliate, and Zoptiks shall not be held liable for any non-compliance by the Affiliate.
(e) In the event of any conflict between the provisions of this Policy and the specific requirements of applicable privacy and data protection laws and regulations, the requirements of the applicable laws and regulations shall prevail.
(f) The Affiliate shall indemnify and hold harmless Zoptiks, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, or liabilities arising out of the Affiliate's non-compliance with privacy and data protection laws and regulations.
(g) Zoptiks reserves the right to audit the Affiliate's compliance with privacy and data protection requirements, upon reasonable notice, to ensure adherence to applicable laws and regulations.
(h) The Affiliate acknowledges that additional privacy and data protection terms and requirements may be specified in a separate data protection and privacy policy or agreement, which shall be considered an integral part of this Policy.
20. Indemnification Clause:
The Affiliate agrees to indemnify, defend, and hold harmless Zoptiks LLC ("Vendor"), its affiliates, officers, directors, employees, and agents (collectively referred to as the "Indemnified Parties") from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees and costs, arising out of or in connection with the Affiliate's actions or representations related to the promotion of the Products, including but not limited to:
Any breach of this Affiliate Policy or violation of applicable laws, regulations, or industry standards by the Affiliate.
Any infringement or violation of any intellectual property rights, including copyrights, trademarks, or patents, by the Affiliate.
Any misleading, false, or unauthorized statements, representations, or endorsements made by the Affiliate regarding the Products.
Any claims, demands, or actions brought by third parties arising out of the Affiliate's marketing activities, including but not limited to defamation, false advertising, or violation of privacy rights.
The Affiliate's indemnification obligation shall include reasonable attorneys' fees and costs incurred by the Indemnified Parties in defending against any such claims, to the extent permitted by applicable law. The Affiliate's indemnification obligation shall also extend to claims arising from the Affiliate's breach of this Affiliate Policy, violation of applicable laws, or infringement of third-party rights.
The Indemnified Parties shall have the right to select legal counsel of their choice to defend against any claims subject to indemnification. The Affiliate shall cooperate fully with the Indemnified Parties in the defense of any such claims, including providing necessary information, documents, and testimony.
The indemnification obligations under this clause shall survive the termination of the affiliate relationship between the Vendor and the Affiliate.
This indemnification clause shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to conflict of laws provisions. Any disputes arising out of or in connection with this indemnification clause shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in Columbus, Ohio.
21. Dispute Resolution:
In the event of any dispute arising out of or in connection with this Policy or the affiliate relationship between Zoptiks LLC ("Vendor") and the Affiliate, the parties agree to resolve such dispute through the following dispute resolution process:
Mediation: The parties shall first attempt to resolve the dispute amicably through mediation. Either party may initiate the mediation process by providing written notice to the other party, clearly stating the nature of the dispute. The mediation shall be conducted in accordance with the rules and procedures of a mutually agreed-upon mediation provider or, if no agreement is reached, the rules of the American Arbitration Association ("AAA"). The parties shall cooperate in good faith to select a mediator and participate in the mediation process.
Arbitration: If the dispute is not resolved through mediation within a reasonable time or if either party refuses to participate in mediation, the dispute shall be referred to arbitration. The arbitration shall be conducted in accordance with the rules and procedures of the AAA, including its Commercial Arbitration Rules and Mediation Procedures. The arbitration shall take place in Columbus, Ohio, unless otherwise agreed upon by the parties. The language of the arbitration proceedings shall be English. The parties may jointly select a single arbitrator or, in the absence of an agreement, the arbitrator shall be appointed by the AAA.
Binding Effect: The decision or award rendered by the arbitrator shall be final, binding, and enforceable upon the parties. The parties waive their rights to any form of appeal or review, to the extent permitted by applicable law. The arbitrator shall have the authority to grant injunctive relief or specific performance, in addition to any monetary or equitable remedies available under the applicable laws.
Costs and Fees: The costs and fees associated with the mediation or arbitration, including the mediator's or arbitrator's fees, administrative fees, and any other expenses reasonably incurred in connection with the dispute resolution process, shall be borne by the parties as determined by the mediator or arbitrator. Each party shall be responsible for its own attorneys' fees and costs unless otherwise awarded by the mediator or arbitrator.
Equitable Remedies: Notwithstanding the foregoing dispute resolution process, either party may seek equitable remedies, including temporary restraining orders or preliminary injunctions, from a court of competent jurisdiction, without waiving the right to submit the underlying dispute to mediation or arbitration.
Governing Law: This dispute resolution section shall be governed by and construed in accordance with the laws of the State of Ohio, United States, without regard to conflict of laws provisions.
Jurisdiction and Venue: Any legal action or proceeding arising out of or relating to the dispute resolution process shall be brought exclusively in the state and federal courts located in Columbus, Ohio. The parties agree to submit to the personal jurisdiction of such courts and waive any objection based on an inconvenient forum or any other jurisdictional grounds.
By participating in the Zoptiks' affiliate program, the Affiliate acknowledges that they have read, understood, and agreed to comply with the privacy and data protection requirements outlined in this Policy and the applicable laws and regulations.