xSellco Affiliate Program Agreement

Active as of July 2017

  1. Basics

This Agreement governs the xSellco Affiliate Program (“Affiliate Program”, “Program”) in all its variations and is made by xSellco Limited, an Irish incorporated company with the registered number 509821 and with offices at 15-17 Percy Place, Dublin 4, Ireland (“xSellco”, “The Company”) and you, as a registered Affiliate for xSellco, (“You/you”, “Your/your”, “Affiliate”).

You agree and abide by the terms and conditions contained within this Agreement in order to participate. By registering for the Program, you are accepting that you have read and understand, in full, the terms of this Agreement.

The terms of this Agreement may be modified by xSellco at any time at its sole and absolute discretion. If any modification to the terms is unacceptable to you, you may terminate your Affiliate account subject to the termination provisions at Section 7. Your continuing participation in the Program will constitute your acceptance of any change.

The Agreement is effective on the date upon which you register with the Affiliate Program and will end when your Affiliate account is terminated.

  1. Joining the program

Registration for the Program must be made via our official registration page or through direct contact with xSellco and signing an Affiliate Agreement directly. By signing up you indicate your acceptance of this Agreement and all its terms and conditions.

xSellco reserves the right to accept or reject any prospective applicant at its sole and absolute discretion and without reason.

  1. Affiliate Responsibilities
  1. Usage

It is understood that you will introduce xSellco and its Services (herein outlined) to your current and prospective audience and will comply with all laws that govern advertising in your particular region. By becoming an xSellco Affiliate you agree to the following points:

  1. You will not display or share inappropriate advertisements including but not limited to false claims and misleading hyperlinks
  2. You will not partake in spamming activities as part of the Program. Such activities include mass email, mass newsgroup posting, etc.
  3. You will not partake in advertising on sites containing and/or promoting illegal or violent activities or content
  4. You will not breach or violate the intellectual property rights of xSellco or any other business or persons
  5. You will in no way use illegal or untoward activities, including bribery, to procure customers under the Program.

xSellco reserves the right to terminate your account should you violate any of these clauses. xSellco makes no representation that the operation of the Services will be uninterrupted or error-free, and xSellco will not be liable for the consequences of any interruptions or errors to you or to customers signed via you.

  1. Links and creative

You may use the provided link which is unique to your Affiliate account to generate referrals. If you are using banner or display ads, you must use banner ads created by xSellco, which can be found within your Affiliate account. Should you require creative outside of our standard formats, please contact xSellco and we can discuss your options.

You may not, under any circumstances serve paid search advertising or bid on keywords that makes use of any or all of the xSellco brand terms including those of subsidiary companies of xSellco, misspellings or variations of xSellco and xSellco products and terms and variations thereof including “Fusion”, “Price Manager”, “ReplyManager” or “High5” each an xSellco Service (“Service”) and collectively the “Services”.

  1. Tracking

When a user clicks through your Affiliate link, a cookie is set in their browser that contains your Affiliate ID. This cookie will expire after 30 days. Also, their IP address is tracked in the database along with your Affiliate ID. When this person decides to buy a product, the script will look for this cookie and/or try to match their IP address to identify the Affiliate who will be awarded the commission. Visitors sent through your Affiliate link may make a purchase later in time and the commission will still be awarded if the cookie is present in their browser and/or they are using the same IP address as the one logged in the database. For the avoidance of doubt, in order for you to be credited with the referral, your cookie needs to be the first cookie when they are first entered in the database and sign up by the referral customer occurs within the 30 day expiry period of the cookie.

If a user has previously visited the xSellco website, then you are not credited with the referral. This is tracked within the xSellco system.

  1. Incentives

For each referred customer who signs up and pays for a Service, Affiliate earns the then current percentage, as outlined on the xSellco Affiliate webpage ( www.xsellco.com/affiliate ), share of revenue earned by xSellco for each referred customer. Affiliate may earn this percentage on a monthly basis while the referred customer is paying for the Service for a period of twelve consecutive months per customer or until the customer ceases to generate revenue for xSellco, whichever is shorter.

  1. Payments

All Affiliate earnings are displayed within the xSellco dashboard under “Referrals” and “Rewards”. Your dashboard displays the exact amount owed to you under this Agreement. The Company takes no responsibility for the accuracy of your referrals information. If you have any concerns about your earnings or payments, please contact xSellco directly.

All payments, are made monthly via PayPal to Affiliates who have accrued over one hundred euro/dollars (EUR€100/USD$100) in rewards. Once accrued, you will receive your payment and your accruals will be reset to nil.

xSellco requires accurate payment information from you in order to make these payments and takes no responsibility for any inaccurate payment information such as an incorrect PayPal account detail or failed payments which transpire due to inaccurate information provided.

Where you are currently or where in the future you become a vendor or service provider to xSellco, any payments accruing to you as a result of your participation in the Program that have arisen as a result of the vendor relationship, including but not limited to paid advertising on your websites, will not be payable to you and xSellco retains the right, at its sole and absolute discretion, to make this determination.

  1. Usage Criteria

Incentive payments will only be paid where the new customer is an “Active User” that is, the new customer has connected the Service to one or more eCommerce marketplaces or stores and is actively using the Service. For example, an Active Fusion User will need to have set up a template to be considered as using the product. xSellco will engage with all new customers to assist and encourage product usage.

  1. Termination
  1. User termination

If a user wishes to terminate their affiliate account, they need to submit their cancellation request either in writing or via email to xSellco. Affiliates will be paid for any accruals up to and including the cancellation date. Any referrals after termination will not be compensated for.

  1. xSellco termination

xSellco reserves the right to terminate any Affiliate account that it deems to be in breach of this Agreement. If termination of an account is made, Affiliate is not entitled to any payment still outstanding at the time of termination.

  1. Our Liability

Nothing in this agreement shall limit or exclude our liability to you i) for death or personal injury caused by our negligence; ii) for fraud or fraudulent misrepresentation; or iii) for any other liability that may not, by law, be limited or excluded.

Subject to this, in no event shall xSellco be liable to you for any losses and any liability we do have for losses you suffer that arise out of or in connection with this Agreement shall not exceed the total of all amounts payable or paid by us to you under this Agreement at the date of the relevant claim or, if greater, five hundred dollars (USD$500). Losses are foreseeable where they could be contemplated by you and us at the time you accept these terms.

We will not be liable or responsible for any failure to perform or delay in performance of, any of our obligations under this Agreement that is caused by event outside our reasonable control.

  1. General

This Agreement shall be governed by the laws and of Ireland. You agree that any legal proceedings brought by you against xSellco arising out of or in connection with this Agreement may only be brought by you in the courts of Ireland unless you reside in another member state of the European Union. If you reside in any other jurisdiction, proceedings may be brought by xSellco there instead.

You may not transfer or assign any or all of your rights or obligations under this agreement.

Should xSellco fail to enforce any of its rights under this Agreement, that shall not constitute a waiver of that or any right under this Agreement.

If any provision of this Agreement is found to be unenforceable, all other provisions shall remain unaffected.

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