Onerep Affiliate Terms
and Conditions
By clicking on “Apply” and/or “Accept” button when registering in the Affiliate Program or agreeing to an Offer Affiliate confirms that Affiliate has read, acknowledges and agrees to all the terms and conditions of this Agreement.
If a person is entering into this Agreement on behalf of a business entity, by doing so, he/she represents that he/she has the legal capacity and authority to bind such a business entity to this Agreement.
By accepting this Agreement, Affiliate agrees that Onerep’s Privacy Policy available at https://onerep.com/privacy-policy and (in case Affiliate is a business entity) Onerep’s Data Processing Agreement, as it exists at any relevant time, shall be applicable to Affiliate.
1. Definitions
“Account” means the online console or dashboard provided by Onerep to Affiliate for managing Affiliate’s participation in the Affiliate Program.
“Ad”, “Ads” means a banner, text, post or any other type of online advertisement that includes Creatives, contains Tracking Link, and is placed and displayed by Affiliate on its Media.
“Affiliate Program” means Onerep’s online program directed to promote and advertise Onerep’s products, services and Marks by Affiliate’s use of a web-based advertising platform, accessible at https://onerep.everflowclient.io, which Affiliate may join and, subject to the availability of an active Offer, provide its advertising services to Onerep by running advertising campaigns in accordance with the Agreement.
“Agreement” means these Onerep Affiliate Terms and Conditions and any other additional advertising rules and terms published on the Affiliate Program’s websites and/or otherwise notified to the Affiliate by Onerep.
“Affiliate” means an individual or a business entity, approved by Onerep as a participant of the Onerep Affiliate Program, and whose name and address are specified in the Account with Onerep.
“Applicant” shall have the meaning set forth in Section 2 of the Agreement.
“Confidential Information” shall have the meaning set forth in Section 11 of the Agreement.
“Commission” means Affiliate’s compensation for their services provided under the Agreement in form as specified in the applicable Offer depending on the earnings model and other terms of the Offer (e.g. percentage of revenue share, fixed cost per lead/action, etc.).
“Creatives” means graphic and textual materials and/or other creative materials promoting Onerep and/or Onerep Products, which Affiliate may include in Ads and display on its Media.
“Fraud” means, by way of example, any (i) activity that results in duplicate New Customers, (ii) encouragement of promo code, coupon code, or discount abuse on the part of a New Customer, (iii) activity that involves or leads to, or use fraudulent information, expired authorizations, non-sufficient funds, bank processing errors, duplicate billing, identity theft or card fraud, (iv) chargeback or refund initiated by a New Customer in relation to their payment, (v) display of fake errors or warnings to induce user action, including, for instance, warnings about viruses, missing codecs, and corrupt disks; (vi) opening of an account with Onerep in breach of the terms of this Agreement, including false accounts for the purpose of generating earnings for Affiliate, (viii) use of a single link intended to be used by a single user, or register as a New Customer through the Affiliate’s Tracking Links for the Affiliate’s own personal use and/or the use of the Affiliate’s relatives, friends, employees, agents or advisors, or otherwise attempt to artificially increase the earnings payable to the Affiliate under the Agreement; (ix) use of automated crawlers, robots, scripts, automated redirects, spiders, software, scrapers, frames, “refreshing” of pages or other mechanical, artificial or fraudulent means to generate New Customers, (x) use of deceptive methods to encourage a person to click on the Ad and/or to perform payable actions, (xi) use of toolbars, adware, cookie stuffing, forced clicks, iframes, pop-ups, pop-unders, or any other technology or process to associate the Affiliate’s Tracking Link with a consumer without the consumer first viewing an Ad presented by the Affiliate to the consumer and that same consumer then clicking the Tracking Link, (xii) activity to alter, redirect or otherwise interfere with the operation or accessibility of Onerep Products; (xiii) attempt to circumvent any restrictions put in place to prevent users from outside of the US from registering with Onerep, or to disguise the geographical location of a New Customer, and (xvi) other acts by Affiliate or New Customer which is reasonably understood to have been committed in bad faith against Onerep or to defraud Onerep, regardless of whether or not such action has resulted in any type of harm or damage to Onerep.
“Login Details” means Applicant’s or Affiliate’s login name (email address) and password used as credentials to access their Account.
“Marks” means trademarks, service marks, logos, brand names, domain names and other designations.
“Media” means (i) websites, social media groups, accounts or channels owned, controlled or operated by Affiliate; and/or (ii) email campaigns, social networks campaigns, search engine advertising campaigns or other campaigns run by Affiliate in compliance with this Agreement.
“New Customer” means an individual without a prior or existing account with Onerep, who (i) is a US citizen or permanent resident; (ii) is permitted under applicable law to use the services offered by Onerep, (iii) during the term of the Agreement accesses Onerep Products after being directed through the Affiliate’s Tracking Link from Affiliate’s Media, (iv) completes the applicable registration process by entering valid personal information and valid payment method information, (v) agrees to and accepts Onerep’s terms of use and/or other agreements, (vi) has been accepted as a customer by Onerep, (vii) purchases a subscription to Onerep Products and/or performs other qualifying actions, (viii) Onerep actually receives the purchase price, and (ix) such account and/or payment has not been canceled, terminated, refunded or charged back; provided other applicable terms, conditions and requirements of the Agreement have been met.
“Non-Qualifying Lead” and “Non-Qualifying Activity” shall have the meaning set forth in Section 6 of the Agreement.
“Offer” means an offer that sets out the details of each particular advertising campaign, which when accepted by Affiliate, becomes an integral part of this Agreement.
“Onerep” means Onerep LLC, a Virginia limited liability company with its registered office at 1750 Tysons Blvd, Suite 1500, McLean, VA 22102, USA, who owns and operates the Affiliate Program and Onerep Products.
“Onerep Products” means Onerep’s brands, websites, products and/or services.
“Tracking Link” means a unique Link which directs New Customers to Onerep Products and attributes a particular New Customer to Affiliate.
2. Enrollment in Affiliate Program;
Affiliate’s Account
In order to become an Affiliate and to participate in the Affiliate Program a person shall submit an application and to register for an Account (“Applicant”).
An individual may apply only if he/she is 18 years of age or over (or such other higher minimum legal age in the Affiliate’s country).
A legal entity may apply through its duly authorized representative.
Applicants may apply if it is legal for them to do so according to the laws that apply in their country.
Applicant can open an Account by entering his/her/its valid email address, which will become their login name and other information such as Applicant’s:
(i) first and last name;
(ii) email address;
(iii) company name (for legal entities);
(iv) full address;
(v) information about Affiliate’s Media (e.g. valid domain name of the website owned or operated by Affiliate);
(vi) description of promotional methods to be used; and
(vii)all other information and documents requested by Onerep in order to complete the application review, including documents described below in Section 9.
After Onerep reviews Applicant’s application, Onerep will notify Applicant of his/her/its acceptance to the Affiliate Program or rejection. Onerep may accept or reject the application at its sole discretion for any reason. Applicant hereby waives any claims related to rejection of their application.
Applicant/Affiliate shall ensure that information provided at or after registration is always accurate and kept up to date.
Affiliate will be able to change information provided at registration by editing its Account settings or by contacting Affiliate’s account manager.
Affiliate must not disclose its Login Details to anyone and allow anyone else to use them. Affiliate is responsible for the security of its Login Details.
Everyone who identifies themselves by entering correct Login Details is assumed by Onerep to be Affiliate and all transactions where Login Details have been entered correctly will be regarded as valid and attributed to Affiliate.
In the event that Onerep discovers, or reasonably believes, that Affiliate has opened more than one Account, in addition to any other rights that Onerep may have against Affiliate, Onerep reserves the right to suspend duplicate Accounts without any notice until all the details and balances belonging to Affiliate are consolidated. All other Accounts will be terminated leaving a single active Account for Affiliate to use.
It is Affiliate’s sole responsibility to ensure that at all times it complies with the laws that govern Affiliate’s activities and that Affiliate has the complete legal right to participate in the Affiliate Program and place Ads in/on the Media.
3. Offers
Subject to the terms, limitations and conditions herein, Onerep will provide Affiliate with access to Offer(s), which, once accepted by Affiliate, becomes the integral part of this Agreement.
Affiliate will be able to provide its advertising services to Onerep as long as he/she/it has an active Offer.
An Offer, as well as any additional advertising rules and terms that may be seen in the Affiliate’s account and/or otherwise notified to the Affiliate by Onerep, are included in this Agreement by reference and may set out:
(i) Approved Media and channels;
(ii) Targeting (e.g. demographic (gender, age) and/or geographic targeting), traffic (e.g. retention rate), or other metrics;
(iii) Earnings (payout) model (e.g. revenue share, CPA, hybrid, etc.);
(iv) Commission structure, composition, definition and rates;
(v) Campaign budget and/or cap(s);
(vi) Terms of use of Creatives;
(vii) Definition of a New Customer, including specifics of qualifying and Non-Qualifying New Customers;
(viii) Payment terms;
(ix) Restrictions on use of specific channels, promotional methods or media; and
(x) Any other terms, requirements and restrictions determined by Onerep.
Onerep may at any time change, modify or cancel any term and condition of its Offer or additional advertising rules and terms, in whole or in part, at its sole discretion.
In case of conflict of this Agreement and the applicable Offer or the additional advertising rules and terms, the terms and conditions of the Offer or the additional advertising rules and terms shall prevail.
4. Rights Granted to Affiliate.
Tracking Links and Creatives
Provided to Affiliate
Onerep will make available to Affiliate Tracking Links and may provide Affiliate with (i) resources, guidelines, support, technical and integration assistance relating to Affiliate’s use of the Affiliate Program, and (ii) Creatives, which can be integrated into Ads and which Affiliate shall or may display on Media subject to terms and conditions of this Agreement.
Onerep grants Affiliate a nonexclusive, nontransferable, revocable right, during the term of the applicable Offer and subject to the limitations set forth in this Agreement (i) to promote Onerep Products to Affiliate’s audience in accordance with this Agreement, and (ii) to place Tracking Links and Creatives in Ads and on/in Media in accordance with this Agreement, solely for the purpose of promoting Onerep Products under the applicable Offer.
Affiliate may not alter, modify, manipulate or create derivative works of the Creatives provided by Onerep or any other Onerep’s materials in any way, unless Affiliate has received prior written consent from Onerep to do so.
Affiliate may not modify Tracking Links except for by adding additional parameters in the tracking link generator feature of the Account.
In the event that Onerep determines that Affiliate’s use of Creatives and/or Tracking Links is not in compliance with this Agreement, Onerep shall be entitled to take such measures as to make Tracking Links used by Affiliate inactive and require Affiliate to immediately stop distributing Ads containing Creatives.
Onerep may change, suspend, alter, modify or discontinue any aspect of Tracking Links and Creatives provided to Affiliate. Affiliate agrees to promptly comply with any request from Onerep to remove, alter or modify Tracking Links and/or Creatives that is being used by Affiliate as part of Affiliate Program.
General
Affiliate must first submit to Onerep for review and approval all Media it will be using. Onerep will notify Affiliate if Media has been approved or rejected. If Affiliate wishes to place Ads in media or on sites other than approved by Onerep, Affiliate must request and receive Onerep’s prior permission for the placement of Ads on such alternative media or sites. If permission is granted, such alternative media or sites shall then become Media for the purposes of this Agreement.
Where Onerep authorizes the use of each piece of Creative in advance, in writing, on a case-by-case basis, Affiliate may generate its Creatives to be used in connection with sourcing New Customers under this Agreement. In all other instances, Onerep shall provide Affiliate with all Creatives to be used in connection with generating New Customers under the Agreement. Other than Creatives, no images, graphics, links, copy or process for generating New Customers may be used by Affiliate without first obtaining the prior express written permission of Onerep. Affiliate will not edit or modify the submitted Creatives in any way including, but without limitation, resizing Creatives, without Onerep’s prior written approval.
In the event that Onerep desires to cancel the use of any Creative (including any portion of such Creative), Affiliate shall cease the distribution and/or publication of the Creative no more than forty-eight (48) hours following Onerep’s written request.
The parties understand and agree that Onerep is the sole owner of any and all intellectual property rights associated with Creatives provided by Onerep, and any portion of the Affiliate’s Creatives that contains Onerep’s intellectual property. For the term of this Agreement only, Onerep grants to Affiliate a limited, revocable, non-transferable, non-exclusive, royalty-free license to use such Creatives solely and exclusively as necessary to perform Affiliate’s services under the Agreement.
Without prior written permission from Onerep Affiliate shall not subcontract any services under this Agreement, use sub-affiliates, third party marketing agents, partners, publishers, or otherwise sub-broker its advertising campaign under this Agreement.
Affiliate agrees that all Affiliate’s costs in connection with Affiliate’s activity under this Agreement shall be borne solely by Affiliate and Onerep shall under no circumstances participate in such costs.
Affiliate agrees to work in full transparency with Onerep and agrees to provide Onerep with all applicable information regarding Affiliate’s activities, including without limitation, the promotional methods used to promote and direct traffic to Media and/or to Ads.
Following delivery of any New Customer, Onerep shall have sole and exclusive ownership of it. Affiliate shall not:
(i) transfer, license, rent, sell or otherwise distribute any such New Customer to any third party; or
(ii) use such New Customer on its own behalf in any manner whatsoever without obtaining the prior express written consent of Onerep.
Onerep reserves the right to refuse service to any potential New Customer, to active customers of Onerep Products, including a New Customer, and to close an account of any customer, at any time, in its sole discretion. All data relating to any potential, active or former customer, including New Customers, shall, as part of the relationship between Onerep and Affiliate, remain the exclusive property of Onerep and Affiliate acquires no right to such information except pursuant to Onerep’s express written instructions.
Affiliate’s Responsibilities
In addition to any other Affiliate’s covenants under the Agreement, Affiliate shall be solely and exclusively responsible for:
(i) the accuracy, truthfulness, and appropriateness of all content and materials posted in/on or made available via Media,
(ii) any links, that lead from Affiliate’s Media to any other site and for any content that can be found by following these links,
(iii) the design, development, operation and maintenance of Affiliate’s Media,
(iv) any of its sub-affiliates and all and any of their activities (in case Affiliate runs its own affiliate network or program), and
(v)for any use of Media not operated or controlled by Affiliate.
Affiliate at all times must have express permission:
(i) to use third-party copyrighted, trademarked or other proprietary or protected material in/on Media, Ads or as a part of Creatives (if such Creatives are not provided by Onerep), and
(ii) to use any name, image, likeness, or other aspects of an identity of an individual (e.g. photographs or images of individuals).
Onerep will not be responsible for the Affiliate’s use of third-party copyrighted, trademarked or other proprietary or protected material, or the Affiliate’s infringement of publicity or personality rights.
Any Affiliate’s campaign under this Agreement shall include a clear and conspicuous privacy policy that complies with the requirements of any applicable data protection laws and regulations, and specifically states that personal information collected through the Affiliate’s Media will be shared with third parties (i.e. Onerep) for marketing and fulfillment purposes.
All advertising and commercial communications must clearly indicate that they are not originating from Onerep.
Restrictions for Media/Creatives/Ads and Affiliate’s Campaigns
Affiliate agrees that Media (including any of their content and linked content), Creatives (if such Creatives are not provided by Onerep), Ads and the Affiliate’s advertising, promotional and marketing campaigns under this Agreement shall not at any time:
(i) target any person who is under 18 years old;
(ii) target any person who is not a resident of the United States of America;
(iii) contain exaggerated claims concerning Onerep or Onerep Products;
(iv) make any representations, warranties or other statements concerning Onerep or Onerep Products;
(v) provide inaccurate information about or misrepresent Onerep or Onerep Products, including making any claim about the features, attributes, characteristics, efficacy, actual or anticipated results, or other qualities of any of Onerep Products unless Onerep has provided such claims to Affiliate specifically for his/her/its use;
(vi) misleadingly compare Onerep or Onerep Products to competitor’s Marks, goods and services or create confusion between Onerep’s Marks or Onerep Products and Marks, products or services of Onerep competitors;
(vii) violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, publicity or other personal or proprietary rights);
(viii) use or otherwise process personal data in violation of any applicable laws;
(ix) display, contain or link to any material which is harmful, threatening, defamatory, abusive, hateful, obscene, sexually explicit, harassing, libelous, slanderous, injurious, promote violence, promote discrimination (whether based on sex, gender, religion, race, ethnicity, nationality, disability or age), promote illegal activities, contain profanity;
(x) contain materials that Onerep informs Affiliate is considered objectionable;
(xi) contain misleading information or statements;
(xii) be abusive or fraudulent;
(xiii) be likely to deceive the public;
(xiv) use an endorsement, testimonial, someone’s names, likeness, voice or images or any personal or identifying information about a person intended to generate New Customers for, or otherwise promote, Onerep or Onerep Products, unless Affiliate and Onerep have received, reviewed and provided express, prior written consent to such advertising;
(xv) involve incentivized marketing or promotions that offer any sweepstakes entries, rewards, points or other compensation to be earned in connection with generating New Customers, or otherwise attempt to induce or permit users to click on any of the Ad through use of any other incentives, without obtaining the prior written approval of Onerep;
(xvi) contain or distribute any viruses, spyware, adware, malware or other unwanted threats; and
(xvii) be otherwise illegal, violate the rights of any third party or violate any applicable law, including, but not limited to advertising, e-commerce, consumer protection or data protection laws and regulations.
Prohibited Competitive Activities; Keyword Advertising
Affiliate may not use Onerep’s, or any third-party’s Marks in any manner to direct traffic to Media or Onerep Products.
Affiliate may not:
(i) purchase keyword advertising with Internet search engines by bidding on keywords referring to the Marks of Onerep or any third party, or any derivative or misspelling of any such Marks (including with typos, spaces, signs, symbols, in any other way or in other languages);
(ii) advertise on any website or other media on which Onerep promotes itself or Onerep Products;
(iii) apply for or registering any of Onerep’s Marks or any of their derivative or misspelling as a trademark, service mark and/or as a domain name in relation to any goods or services in any country;
(iv) apply for or registering any domain name, trade or service mark which consists or comprises word or words, logo or their parts similar to Onerep’s Marks for any goods or services in any country;
(v) present the Affiliate’s Media or Ads in a way that may cause confusion with Onerep, Onerep Products or Onerep Marks or convey that the Affiliate Media are associated with Onerep, Onerep Products or Onerep Marks.
(vi) use any means to promote any media, including websites, that resemble in any way the design of Onerep Products whether in whole or in part, or use any such means to create the impression that such media are Onerep’s media or any part thereof;
(vii) contact Onerep customers and users whether directly or indirectly to solicit them to move to any site, service or product not owned by Onerep or for other purposes; and
(viii) engage in other activities that result in Affiliate’s competing with Onerep in relation to the promotion of Onerep Products.
Paid Search; Advertising Networks
Affiliate shall not use direct media buying (e.g. Google/Bing paid advertising or placing ads via advertising networks) In very limited cases when Affiliate have received prior written permission from Onerep, Affiliate must provide all text and proposed keywords or phrases that it would like to bid on to Onerep for approval or editing, prior to submitting them to any search engine or advertising network. Without limiting the foregoing, Affiliate must not violate the rules, requirements and regulations of any search engine or advertising network, and Affiliate shall fully indemnify and hold harmless Onerep from and against any and all liability arising in connection with such a violation.
Unless otherwise authorized in the applicable Offer or by Onerep in writing and in advance, Affiliate may not link directly to the Onerep website, or the landing page associated with an applicable Offer, directly from the sponsored links and/or search results generated in connection with marketing through search engines or advertising networks. The foregoing prohibition includes, without limitation, using Google Search advertising to engage in the practices known as “double serving “ and “cloaking” where a marketer uses its own jump page to then link into Onerep’s web page via pre-pop functionality.
Email Campaigns
Affiliate shall not run any kind of email, telemarketing or other direct marketing campaigns, as well as any kind of SMS / text messaging campaigns.
Social Media; Blogs; News; Articles
Without receiving Onerep’s prior written approval, Affiliate may not include or promote Onerep or Onerep Products by and through any blogs, news articles or other social media outlets. If Affiliate has such a permission, without limiting any of the obligations and marketing restrictions contained in the Agreement Affiliate :
(i) may not post any Ads or Tracking Links directly on their social media page(s) without written permission from Onerep;
(ii) may not advertise Onerep or Onerep Products via private groups and/or private messages on social media networks without written permission from Onerep;
(iii) shall at all time comply with terms of service, guidelines and advertising regulations of applicable social media networks.
Advertorials
Affiliate shall not feature Onerep or Onerep Products in any advertorials without approval.
If Affiliate has a specific request to run this kind of campaign, they should contact their affiliate manager to seek written approval from Onerep to do so.
Onerep’s Rights
Onerep has the right to monitor Media and campaigns run by Affiliate and to determine if Affiliate is in compliance with this Agreement.
Onerep may update the list of prohibited media or distribution channels and sources from time to time and at its sole discretion. All such media, channels or methods shall be immediately withdrawn by Affiliate.
Onerep may request Affiliate to stop distributing all Ads or Ads placed on specific Media or stop using a particular distribution method deemed by Onerep questionable. Once Onerep sends to Affiliate such a request, Onerep will have no obligation to pay Affiliate for any actions or revenue related to the subject matter of the Onerep’ request.
6. Non-Qualifying Leads and
Activity
Onerep maintains a zero tolerance policy towards Fraud, invalid activities, and any methods that artificially generate clicks, actions and/or customers. Onerep may use third-party advertising fraud detection systems and tools to monitor such activities. Affiliate is expressly prohibited from using any persons, means, devices or arrangements to commit Fraud.
Any lead reasonably and in good faith rejected by Onerep irrespective of the cause of such rejection and the underlying activity are considered “Non-Qualifying”, including, but not limited to when the lead:
(i) has not met the conditions set forth in the Agreement, including the applicable Offer;
(ii) is generated as a result of Fraud;
(iii) is generated as a result of Affiliate’s breach of this Agreement, or any applicable law;
(iv) is generated when Affiliate is in breach of this Agreement or any applicable law;
(v) is generated when an applicable cap or other restrictions are in place; or
(vi) is related to a terminated, suspended, closed or expired Offer.
Onerep shall have no obligation to pay for Non-Qualifying Leads or Activity.
Onerep shall have no obligation to pay for New Customers if Affiliate makes any misrepresentations upon onboarding, in Affiliate’s Account or has violated Sections 2-6, 9-11 and 14 of this Agreement.
Onerep retains the right to review all Affiliate’s campaigns and New Customers for possible Fraud or other noncompliance. In any period of time during which such reviews are performed, Onerep shall have the right to withhold any payment accrued in Affiliate’s favor until the review is concluded. If the review reveals Non-Qualifying Leads and Activity, Affiliate shall either credit Affiliate’s account for the amount of the subject Non-Qualifying Lead where Onerep has already paid for it and a balance remains for valid activity, or Affiliate shall refund Onerep such amounts if no outstanding balance exists. Onerep’s payment obligations shall be excused with respect to such Non-Qualifying Leads and Activity where Onerep has not yet made payment.
Onerep shall make all determinations about Non-Qualifying Leads and Activity in its sole discretion. In the event that Onerep determines that Affiliate has sourced Non-Qualifying Leads, or traffic that Onerep reasonably determines violates any term of this Agreement, or Onerep has received any complaints about Affiliate’s participation in Affiliate Program which Onerep reasonably believes to violate this Agreement, Onerep may, at Onerep’s option and without incurring any additional liability or further obligation:
(i) suspend Affiliate’s Account;
(ii) require Affiliate to terminate specific activities;
(iii) immediately terminate Affiliate’s Account, applicable Offers and/or this Agreement;
(iv) require Affiliate to immediately cease using Creatives, Tracking Links and displaying Ads,
(v) retain for its own account any payment arising as a result of such activities that would otherwise have accrued to Affiliate’s benefit, refuse to pay or require Affiliate to pay back for any Non-Qualifying Leads and Activity; and/or
(vi) collect money damages and obtain other legal remedies against Affiliate for the injury resulting to Onerep from the non-compliance, including the reimbursement of Onerep’s attorneys’ fees and other legal costs related to the non-compliance, which damages and costs may be set-off against payments owed to Affiliate under this Agreement.
7. Reporting and Affiliate’s Stats
Affiliate will cooperate with Onerep to allow Onerep to track New Customers directed to the Onerep Products. To permit accurate tracking, reporting, and payments accrual, Affiliate must ensure that the Tracking Links are properly formatted. Affiliate shall use only Tracking Links that were submitted to Affiliate by Onerep and shall not alter Tracking Links.
Onerep will provide Affiliate with access to reporting, Affiliate’s performance data, Affiliate’s stats and analytics tools in the Affiliate’s Account.
Affiliate will be able to view its statistics in the Account. Onerep will make available to Affiliate information concerning the number of New Customers brought by Affiliate and accrued payments.
Affiliate understands that all data and tools described in this Section 7 have been collected, compiled, developed and provided to Onerep by third-party service providers, and Onerep is not liable for such data and tools.
8. Payments
Commission Calculation
Subject to the terms of this Agreement, Onerep will pay Affiliate Commission for New Customers in accordance with this Agreement including the applicable Offer.
For the ‘revenue share’ earnings model the following applies:
(i) Commission will be calculated as a percentage of Net Revenue.
(ii) Net Revenue is defined as: payments for the Onerep Products from New Customers attributed to Affiliate and actually received by Onerep during the term of the applicable Offer less (i) refunds, (ii) rebates, (iii) Fraud costs, charge-backs, and other costs from Non-Qualifying Activity, (iv) monies paid out by Onerep as duties or taxes in relation to New Customer or their use of Onerep Products (e.g. sales taxes), and (vii) payment service provider’s fees.
For other earnings models (‘CPA’, ‘hybrid’, etc.) Commission is calculated and paid as specified in the applicable Offer.
Affiliate agrees and acknowledges that:
(i) Commission may be subject to deductions, withholdings deferred payments and other provisions which may affect amounts paid to Affiliate (by way of example, to reflect or adjusted to exclude any refunded or credited amounts, in particular, any claims, demands, offsets, card chargebacks, etc. and any amounts arising from restricted, invalid, fraudulent and other Non-Qualifying Activity);
(ii) Onerep will only pay in relation to New Customers tracked by its tracking system and associated with Affiliate. No payment will be made if a lead cannot be tracked by Onerep’s systems;
(iii) Onerep may change any payout rate or other terms at its sole discretion, which may lead to the withholding or adjustments of Commission payments;
(iv) Onerep will pay Commission to Affiliates out of funds actually collected by Onerep from New Customers;
(v) if any New Customer reclaims, charges back or defaults on payment to Onerep, and Onerep has paid Remuneration related to such revenue, Onerep will set off against any further payment to Affiliate for equal amount; and
(vi) Upon termination or expiration of an applicable Offer, Affiliate shall no longer be entitled to receive any payments from Onerep, except for payments already earned.
In addition to Onerep’s other rights and remedies under this Agreement, Onerep may:
(i) withhold and offset any payments owed to Affiliate against any amounts Affiliate owe Onerep, and
(ii) require Affiliate to refund Onerep on thirty (30) days’ notice, any amounts Onerep may have overpaid to Affiliate.
Payment Terms; Payments
All billing and invoicing will be handled automatically in the Affiliate’s Account, subject to the payment terms and conditions of the applicable Offer, including billing frequency, payment thresholds, currencies and permitted payment methods.
Unless expressly agreed by Onerep, Affiliate may not enter into any type of arrangement with a third party where that third party receives payments made to Affiliate by Onerep.
Affiliate is solely responsible for paying any taxes, levies, fees, charges, or other amounts owed locally and internationally, if applicable, to any tax authority, department, or other competent entity due to any proceeds generated under this Agreement. Onerep shall not be held liable for any unpaid amounts, and Affiliate indemnifies Onerep in this regard.
If Affiliate wishes to dispute any payment made or withheld under this Agreement, Affiliate must notify Onerep in writing within five (5) days of receipt of any such payment. Failure to notify Onerep within the prescribed time limit shall be deemed as an irrevocable acknowledgment of and agreement with the balance due for the period indicated.
9. Affiliate’s Verification
The name on Affiliate’s Account must match its true and legal name and identity, and must match the name on the bank/payment accounts used to receive payments.
To verify identity, address and/or payment account of an individual Onerep may request at any time (i) proof of identity (including but not limited to copies of a valid passport/identity card), (ii) proof of address, including but not limited to a recent utility bill (should be no more than 3 months old), and (iii) copy of a recent bank/payment account statement related to a payment method on file (should be no more than 3 months old).
In the event an Affiliate is a legal entity, it may be requested to provide (i) its formation documents, (ii) information sufficient for Onerep to determine the corporate or business entity’s identity, good standing, the authority of Affiliates business representative to act on its behalf, as well as the business representative’s identity, and (iii) copy of a recent bank/payment account statement related to a payment method on file (should be no more than 3 months old).
If Affiliate does not supply such documentation to Onerep and/or if Onerep is unable to satisfactorily verify Affiliate’s identity, address and/or payment account within a reasonable time-period, determined by Onerep, Onerep reserves the discretionary right to:
(i) withhold the balance in Affiliate’s Account until the verification process is completed satisfactorily,
(ii) void any or some of Affiliate’s New Customers and suspend Affiliate’s Account and all active Offers, and/or
(iii) close Affiliate’s Account and terminate this Agreement.
10. Onerep’s Marks
Except as expressly stated in this Agreement, nothing is intended to grant Affiliate any rights to any of Onerep’s Marks or any other intellectual property or proprietary right.
Affiliate may use any of Onerep’s Marks only as permitted in this Agreement and subject to any conditions that Onerep may impose on such use.
11. Confidentiality
Affiliate acknowledges that in the course of fulfilling its obligations under this Agreement Onerep may provide access to certain confidential information to Affiliate which may include but is not limited to: names, email addresses and other personal information pertaining to sourced New Customers; sales information including cost, pricing, and financial information; consumer contact information; the identity and contact information for Onerep’s employees, contractors, other publishers, and other marketing affiliates; business methodologies; business plans; marketing strategies, methods, and materials; computer programs and source code; and all related information (collectively “Confidential Information”) shall be deemed to have been furnished by Onerep to Affiliate in confidence and shall remain the exclusive property of Onerep during and after the term of Agreement. Affiliate shall keep in strict confidence all Confidential Information. Affiliate shall not at any time use Confidential Information for its own benefit, or disclose or permit any of its employees, agents, or representatives to disclose Confidential Information without Onerep’s prior written consent. Affiliate further represents and warrants that it shall not use the Confidential Information to compete with Onerep, solicit Onerep’s customers, or circumvent this Agreement.
Confidential Information does not include information (i) already known to Affiliate before disclosure; (ii) already known to the public, other than as a result of breach of Agreement; (iii) properly received from a third party; (iv) subsequently independently developed; and (v) required to be disclosed by law.
Affiliate hereby represents, warrants and covenants that it shall not, for any reason or under any circumstance at any time, directly or indirectly use, convert, apply, appropriate, employ, alter, transform, assign, put into operation or otherwise use any of the Confidential Information, in whole or in part, for any purposes whatsoever, other than as expressly permitted herein
A party will not make any public statement, press release or other announcement relating to the terms or existence of this Agreement without the other party’s prior written approval.
A breach of this Section will cause Onerep irreparable harm and shall entitle Onerep to immediate injunctive relief without the necessity of posting a bond or other security, in addition to an award of damages.
12. Term and Termination
This Agreement shall continue until terminated.
This Agreement is terminated if Onerep rejects the Applicant’s application to participate in the Advertising Program according to Section 2 of the Agreement.
Each Offer will refer to its start and end dates. If no end date is specified, the Offer shall continue until terminated.
At any time, either party may terminate this Agreement, with or without cause, by giving the other party prior three (3) days’ written notice of termination. Written notifications can be delivered via email.
Onerep may at any time suspend Affiliate’s Account or Affiliate’s participation in any Offer, terminate any Offer, and/or terminate this Agreement as provided in other Sections of this Agreement and/or if Affiliate breaches any of its obligations, representations or warranties under the Agreement.
In the event this Agreement or any applicable Offer expires or is terminated the Affiliate’s Tracking Links will be automatically deactivated and the calculation and accrual of Affilate’s Commission shall be terminated. The Affiliate will not earn Commissions beyond the termination or expiration date.
If this Agreement is terminated because Affiliate has violated this Agreement or applicable laws, Affiliate will not be eligible to receive any Commission, including accrued prior to the date of termination.
Onerep reserves the right to withhold the Affiliate’s final payment for a reasonable time to ensure that the correct amount is paid.
Upon the termination of this Agreement for any reason, Affiliate will immediately cease use of, and remove from Media all Creatives, Tracking Links and Ads and any Onerep’s Marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licenses or created by Onerep and/or provided by or on behalf of Onerep to Affiliate pursuant to this Agreement, and will cease representing itself as Onerep’s Affiliate.
All provisions of this Agreement which by their nature should survive termination shall survive, including, without limitation, warranty disclaimers, indemnity, limitations of liability, and any provisions regarding Affiliate’s use of Confidential Information.
13. Representations and
Warranties
Each party represents and warrants to the other party that:
(i) the party has the full right, power and authority to enter into this Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder;
(ii) the execution of this Agreement by the party and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound;
(iii)when executed, this Agreement will constitute the legal, valid and binding obligation of each party, enforceable against each party in accordance with its terms.
Affiliate hereby represents, warrants and covenants that:
(i) the person accepting this Agreement has full authority to act for and to bind Affiliate to this Agreement;
(ii) Affiliate owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Media;
(iii) Affiliate has all appropriate rights to promote with any promotional method Affiliate may choose to use in accordance with the Agreement;
(iv) Affiliate will conduct its business, run its campaigns and advertise and promote Onerep and Onerep Products in strict compliance with all applicable laws, rules and regulations, governing, in particular (a) Internet-based marketing (this includes, without limitation, the Restore Online Shoppers Confidence Act, the FTC staff guidelines for online negative option marketing disclosures and FTC “Dot Com Disclosures” guidelines, as they may be amended); (b) marketing to minors; (c) anti-spam measures (this includes, without limitation, CAN-SPAM (15 U.S.C. § 7701) and all state anti-spam laws such as California Business & Professions Code § 17529); (d) protection of privacy and personal information (this includes, without limitation, the California Consumer Privacy Act, Colorado Privacy Act, Connecticut Data Privacy Act, and Virginia Consumer Data Protection Act); (e) consumer protection;
(v) Affiliate shall remain solely responsible for any and all Media owned and/or operated by Affiliate and all of Affiliate’s promotional methods; and
(vi) Its marketing activities and performance under this Agreement will neither infringe on any copyright, trademark, patent or any other third party right, nor violate any applicable law, rule or regulation.
14. Indemnification
Affiliate agrees to defend, indemnify, and hold Onerep, its owners, shareholders, subsidiaries, affiliates, customers, vendors, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable attorney’s fees and costs, arising out of or in any way connected with:
(i) Affiliate’s access to or participation in Affiliate Program, generating New Customers by Affiliate and/or its marketing practices associated therewith;
(ii) Affiliate’s breach of its responsibilities or obligations, representations or warranties under this Agreement;
(iii) Affiliate’s violation of any applicable law, rule or regulation;
(iv) Affiliate’s violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; and
(v) any claim related to Media, Ads or Creatives (if not provided by Onerep), including but not limited to, the content of such Media, Ads or Creatives.
15. Disclaimer of Warranties
THE AFFILIATE PROGRAM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. ONEREP MAKES NO EXPRESS OR IMPLIED WARRANTY, TO THE EXTENT PERMISSIBLE BY LAW, OTHER THAN THE WARRANTIES EXPRESSED IN THIS AGREEMENT, IF ANY, AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
16. Limitation of Liability
16. Limitation of Liability
In no event shall Onerep or its affiliates or subsidiaries or their members, managers, officers, directors, employees, contractors, attorneys, licensors, or licensees be liable to Affiliate for any indirect or direct lost profits, or other incidental, consequential, or special damages, even if advised of the prospect of such damages. In no event will Onerep’s total cumulative liability hereunder, from all causes of action of any kind, including without limitation contract, tort (including negligence), strict liability, breach of warranty, misrepresentation, or otherwise, exceed the amounts paid to Affiliate by Onerep during six (6) months immediately prior to such claim.
17. Jurisdiction
This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia. With respect to any dispute arising out of or related to this Agreement, the parties consent to the exclusive jurisdiction of the state courts of the Commonwealth of Virginia, except that, in case of Affiliate’s breach, Onerep, in its discretion, may enforce the Agreement against Affiliate in any court with jurisdiction over Affiliate. Neither party shall object to any such court referred to in this Section on the basis of forum non conveniens.
18. Modifications
Onerep has the discretionary right to amend the Agreement and Offers in order to comply with applicable laws and regulations or for other reasons from time to time. Any minor changes may be made at any time and Affiliate is advised to review the Agreement and Offers on a regular basis.
Onerep will notify Affiliate about significant or major changes in advance via email or by making a notice available in the Affiliate’s Account. Any such amendment will take effect upon posting of the revised Agreement and/or Order, unless it is determined otherwise at the time of posting or sending the notification.
Affiliate’s continued participation in the Affiliate Program after a change or update has been made will constitute Affiliate’s acceptance to the revised Agreement and/or Order. If Affiliate does not agree with the modifications, Affiliate shall terminate its participation in the Affiliate Program immediately.
19. Miscellaneous
Relationship. The relationship of Onerep and Affiliate established by this Agreement is solely that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other. Neither party shall make any representations, warranties or covenants, or assume or create any obligations, on the other party’s behalf. Each party shall be solely responsible for the actions of its respective employees, agents, affiliates and representatives.
Notices. Any notices or other communications permitted or required under this Agreement will be in writing and given by Onerep via email or through the Affiliate’s Account. All notices or other communications regarding this Agreement should be addressed by Affiliate from the email address specified in the Affiliate’s Account.
Consent to Receive Communications in Electronic Form. For contractual purposes, parties:
(i) consent to receive communications from each other in an electronic form; and
(ii) agree that this Agreement and all agreements, amendments, notices, disclosures, and other communications satisfy any legal requirement that such communications would satisfy if it were in writing.
Assignment. Affiliate will not assign this Agreement or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without Onerep’ prior written consent. Any purported assignment or delegation by Affiliate without Onerep’s appropriate prior written consent will be null and void. Onerep may assign this Agreement or any rights hereunder without Affiliate’s consent.
No Waiver. The failure by the party to exercise, or delay in exercising, a legal right or remedy provided by this Agreement or by law shall not constitute a waiver of its right or remedy.
Severability and Integration. This Agreement constitutes the entire agreement between Affiliate and Onerep and supersedes all previous written or oral agreements. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
Last updated: November 12, 2023