Terms and Conditions
December 31st 2022
This Pole Power Academy Affiliate Agreement (the "Agreement") is made and entered into by and between Pole Power Academy ("PPA") and the party submitting an application to become a PPA affiliate, or having an accepted application ("affiliate" or “you”).
The terms and conditions contained in this agreement apply to your participation as an affiliate ("Affiliate Program") for which the affiliate is approved by PPA.
Each affiliate program offer (an "Offer") may be for any affiliate program offered by or through PPA, including but not limited to offerings described on a specific website for a particular offer ("Program website"). Each offer may have additional terms and conditions on the program website for that affiliate program. All such terms and conditions are incorporated as part of this agreement, except to the extent that they are the subject of a separate agreement required for participation as an affiliate for that program.
By submitting an application or participating as an affiliate of PPA, you expressly consent to all the terms and conditions of this agreement, and to the terms and conditions of any affiliate program in which you participate.
Application for the Pole Power Academy Affiliate Program
You must submit an affiliate program application (“application”) in order to be considered for selection as a PPA affiliate. Only completed applications providing all requested information will be considered.
You must accurately complete the application. You agree and understand that you must provide us with your true identity, physical address, phone number, and other contact information, as well as business and banking information as requested. You may not use any alias, pseudonym, persona, pen name, DBA, or other means to mask your identity or business details.
You understand that you must update your application in the future if the information you have provided changes or is updated. Any false or incorrect information, or a failure to update the application, is cause for rejection of your application, or if later discovered, an immediate termination of your affiliate status without compensation.
After we review your application, we will notify you in the due course of your acceptance or rejection as an affiliate. We may accept or reject your application at our sole discretion for any reason.
By submitting an application to be considered as an affiliate, you affirm and acknowledge that you have read this agreement in its entirety, understand it, and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this agreement, you should not submit an application to be considered as an affiliate.
Acceptance as an Affiliate
Upon acceptance, the affiliate will be notified by email. The email will contain login details to the PPA Affiliate Programme.
Acceptance as a PPA affiliate does not assure your eligibility for every affiliate program or offer by PPA. You understand that PPA reserves the right at any time to limit some affiliate programs or offers to certain affiliates at its sole discretion (e.g. based on need, prior results or performance, experience, market size, compatibility of the program with the affiliate, or other criteria of PPA’s choosing).
Compensation
PPA will pay the affiliate for each customer acquired (the "Commission") as defined below.
Earned commissions (“commissions due”) shall be paid to the affiliate monthly for commissions earned before the end of the prior month, provided:
Affiliate agrees that they do not receive commissions on any trial period offers.
Affiliate agrees that PPA shall only be liable for payment of commissions to the extent that PPA has received all funds due and owing from the relevant customer(s) after the refund and holding periods have passed. You hereby release PPA from, and agree to hold PPA harmless for any claim for commissions otherwise due to affiliate to the extent PPA has not received all such funds from the relevant customer(s).
For purposes herein “customer acquired” means a sale of a product or service in accordance with this agreement, and the specific terms and conditions of any PPA affiliate program or offer.
For purposes herein “customer” means the recipient of a sale of a product or service in accordance with this agreement, and the specific terms and conditions of any PPA affiliate program or offer.
For purposes herein "Qualified action" means an action taken by an individual, natural person (“human”) who fulfills the criteria set forth in a PPA affiliate program or offer where such actions are the result of sales or marketing or advertising activity of the affiliate in accordance with this agreement, and the specific terms and conditions of the program or offer.
For the sake of clarity and in addition to any specific terms or conditions set forth in a specific program or offer, a qualified action occurs when the person:
A qualified action herein does not include any action:
PPA reserves the right to change the attribution of a commission at the request of a customer. Such change shall be done within 30 days of the sale.
Chargebacks, Offsets, Holdbacks, Commission Forfeiture and Accounting
A) Right to Chargebacks
Affiliate understands and agrees that PPA has the right to chargeback affiliate’s account or otherwise adjust for any previously paid commissions due based on customers and/or qualified actions that are later determined to have not met the requirements for customers or qualified actions as set forth herein, or which were obtained contrary to the terms and conditions hereof (“chargebacks”), or whose attribution was changed at a customer's request.
B) Right to Offset
If affiliate has any outstanding balance due to PPA under this agreement or any other agreement between affiliate and PPA, affiliate expressly agrees that PPA shall have the right to offset any commissions due payable to affiliate by the amount owed PPA by affiliate (“offsets”) (whether or not related to an affiliate program) at any time under this agreement. PPA agrees to provide an accounting of any offsets made based on this section, including the source and amounts of such offsets, in a statement provided to the affiliate hereunder.
C) Right to Holdback
Affiliate understands and agrees that PPA will hold commissions for a period of 30 days after the sale to ensure the ability to offset.
D)Commission Forfeiture:
Commissions which remain due to the Affiliate for a period of more than 180 days shall become the property of PPA without further notice to Affiliate. After this period, Affiliate will have no right to, or interest in these Commissions. If an Affiliate is terminated for Inactivity, any Commissions generated after their termination which would otherwise be attributed to Affiliate, shall be the property of PPA. Any funds returned to Affiliate from any third party after this Agreement is terminated shall be the property of PPA.
E)Accounting and Disputes
PPA shall provide a periodic invoice (monthly, unless otherwise specifically stated) on behalf of affiliate for all commissions earned under this agreement and shall remit any commissions due to affiliate in accordance with the provisions hereof, subject to any chargebacks, offsets, and/or holdbacks. Determinations of affiliate’s earned commissions, based on customers or qualified actions shall be made by PPA in its sole discretion, based on available data including cookies, tracking data, affiliate links, or the like. If affiliate agrees with the amounts set forth in an invoice or does not timely dispute the invoice, then affiliate agrees that it irrevocably waives any claims for the period of time covered by that invoice.
In the event that affiliate intends, in good faith, to dispute any portion of an invoice, affiliate must submit that dispute to PPA in writing within thirty (30) days of the date on the invoice (“dispute”). Each dispute shall be set forth in its own accounting, and the basis for affiliate’s accounting or for other disagreements with regard to the invoice, in sufficient detail for PPA to conduct a review. Affiliate shall include with each dispute submitted any supporting evidence including affiliate’s own tracking data with respect to customers or qualified actions. If Genesis Digital’s and affiliate's accounting vary by more than 10% and PPA reasonably determines that affiliate has used generally accepted industry methods to track customers or qualified actions, then PPA and affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then PPA's numbers shall govern.
Confidentiality
Affiliate agrees that all information, data, and strategies in connection with the PPA affiliate program and any offers in connection therewith are confidential, unless otherwise expressly provided in this agreement or agreed in writing signed by PPA. For purposes herein “confidential information” includes, but is not limited to all PPA business information, financial information, customer lists, vendor lists, pricing and sales information, customer or affiliate reviews, complaints, service or support issues, complaints, or as well as all information concerning PPA or any of our affiliates provided by or on behalf of any of them. “confidential information” does not include information that is generally known or available to the public in its entirety, or obtained through a third party who has independently discovered or developed such information and is under no duty not to disclose it.
Affiliate agrees to hold all confidential information strictly confidential and/or secret and to use its best efforts not to directly or indirectly disclose or reveal the confidential information to any third party. In no case shall affiliate’s efforts fall below industry-accepted standards for confidentiality, or be less than a reasonable business person would use to protect confidential information of similar value and importance.
Affiliate agrees not to use the confidential information, directly or indirectly, for any purpose other than for participation in the affiliate program. Affiliate shall not, directly or indirectly, for the benefit of any person, use any information obtained in connection with the PPA affiliate program, including but not limited to confidential information, to create, develop, improve, or provide, any product or service that competes with the affiliate program.
Representation and Warranties
Affiliate Tools: Creatives
For each affiliate program, PPA will provide affiliates with tools to assist affiliate with success. Such tools may include graphic and textual links to a program website, copy, sample ads, model emails, and/or other creative materials (collectively, the "Creatives") which you may display on websites owned or controlled by you, in emails and other messages sent by you and clearly identified as coming from you, and in online advertisements (collectively, "Media"). The creatives are solely for use by PPA affiliates in connection with an affiliate program and will establish a link from your media to the program website.
Affiliate shall be solely responsible for any errors or omissions in modifying or customizing the creatives to incorporate affiliate-specific information. Affiliate also accepts sole responsibility for the development, operation, maintenance of, and distribution of all content on or linked to, affiliate’s media.
Intellectual Property
Nothing in this Agreement grants you any rights to any of PPA's intellectual property including but not limited to trademarks, service marks, copyrights, patents, or trade secrets.
Terms and Conditions for Affiliate Advertising and Marketing; Miscellaneous Advertising Provisions
Affiliate shall not make any representations or other statements concerning PPA any PPA product or service, except as expressly authorized herein, or under a program or offer.
Affiliate acknowledges that PPA retains all rights in any program website or related material, including domain names. Affiliate’s media may not copy or substantially or confusingly resemble the look and feel of the program website or create the impression that your media is endorsed to any extent by PPA or constitutes an official part or extension of the program website, without prior written permission from PPA. Affiliates should consider PPA and its trademarks and service marks when securing domain names. Affiliates should obtain permission in writing if there is any question as to whether a particular domain name may infringe PPA’s rights, or may be construed as an implied endorsement. Do not jeopardize your status as an affiliate!
Affiliates shall also prominently post and make available to end-users any terms and conditions consistent with those in the offer as set forth by PPA, or as required by applicable laws regarding such offers.
Affiliate shall not place ads related to any PPA products or services on any online auction platform (I.E. eBay, Amazon, etc).
Affiliate at all times has sole responsibility for the development, operation, maintenance of, and distribution of all content on or linked to, your media.
Affiliate must comply with:
All obligations, requirements, and restrictions under this agreement and
Applicable laws, regulations, and rules controlling your business, your media or your use of the creatives, and
The terms, conditions, guidelines, and policies of any third-party services used by affiliate in connection with the affiliate program, including but not limited to, email providers, video services, social networking services, and advertising networks.
Pop-ups/unders used for the affiliate program shall be clearly identified as affiliate served in the title bar of the window.
Term and Termination
This agreement shall commence on the date PPA notifies you of its approval of your affiliate program application and shall continue thereafter until terminated as provided herein.
Your termination is effective upon notifying PPA in writing. You should remove all creatives from your media, and delete all copies of the creatives. Your license to use the creatives and other rights terminate upon termination of this agreement.
PPA may terminate this agreement in full (“termination”) or in part (I.E. Solely with respect to your participation as an affiliate in one or more programs or offers) (“termination-in-part”) at any time and for any reason which we deem appropriate with or without prior notice to you by disabling any affiliate-specific aspects of the creatives, affiliate-specific tracking devices, links, cookies, pixels, or the like, blocking your affiliate access to a program website or creatives for such program, or by providing you with written notice. For the sake of clarity, PPA’s termination of this agreement ends your affiliate status for all programs and offers. Termination-in-part and/or refusal to include you as an affiliate for any specific programs or offers does not automatically terminate this agreement with respect to other programs or offers. Termination-in-part of your status as an affiliate for one or more programs or offers will only impact your rights with respect to the program(s) and/or offer(s) you are not eligible to be an affiliate for.
An Affiliate who fails to make a new sale to a unique customer for 365 consecutive days shall be deemed “Inactive” at which time PPA shall have the right to terminate this Agreement and any unpaid commissions will be forfeited.
Upon termination of your affiliate status for any reason, you will immediately cease all use of creatives, and all PPA intellectual property, and will delete all copies of any creatives and any materials which embody confidential information without retaining a copy. You must cease representing yourself as a PPA affiliate for such one or more offers. Upon termination-in-part, the foregoing provisions apply only with respect to the programs or offers for which your affiliate status has been terminated.
Fraud, Fraudulent, Misleading, or Confusing Practices
Affiliates are expressly prohibited from using any persons, means, devices, or arrangements to commit actual fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the creatives or the generation of earned commissions, or overstep or exceed your rights in any way as an affiliate. Also prohibited are fraudulent practices, misleading tactics, or tactics intended to or causing confusion. The foregoing prohibitions include, but are not limited to, using automation to distort results or appearances including clicks (examples: automated means to increase the number of clicks, or completion of any required information) with or without the use of the creatives, using spyware, malware, using steal-ware, cookie-stuffing, and other deceptive acts, and any form of click-fraud. PPA shall make all determinations about fraud, fraudulent activity, and misleading or confusing practices and tactics at its sole discretion, and such a decision shall be final.
Modifications
PPA shall have the right to modify the terms and conditions of this agreement at any time without notice.
PPA may change, suspend or discontinue any aspect of an offer or link or remove, alter, or modify any tags, text, graphic, or banner ad in connection with a link. Affiliate agrees to promptly implement any request from PPA to remove, alter or modify any link, graphic, or banner ad that is being used by affiliate as part of the affiliate program.
Disclaimers
The affiliate program and creatives, and the products and services provided in connection therewith, are provided to affiliate "As is".
Except as expressly set forth herein, PPA expressly disclaims, to the maximum extent allowed by law, all warranties, express, implied, or statutory, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and any warranties arising out of a course of dealing, usage, or trade.
PPAl does not warrant that the affiliate program or creatives will meet affiliate's specific requirements or that the operation of the affiliate program or creatives will be completely error-free or uninterrupted.
PPA expressly disclaims any liability for any act or omission of any third-party provider not under the control of PPA, and their products or services.
Affiliate understands and agrees that PPA does not guarantee that affiliate will earn any specific amount of commissions and attests that no representations or claims with respect to earning have been made.
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