Unreal Mobile affiliate program

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Unreal Mobile is the best prepaid cell phone service for the unique, the creative, and the original. Plans start at just $15/month for unlimited talk, text, and data. Affiliate Program Marketing Agreement This is a legal agreement between Red Pocket, Inc. ("Company" or “Red Pocket”) and you as the Partner, Network, Affiliate, Partner, or Web Site ("Affiliate"). By executing this agreement, you are agreeing that you have read and understand the terms and conditions of this agreement and that you agree to be legally responsible for every term and condition. 1) Definitions a) Affiliate Link(s) – An internet URL associated with an Affiliate, Agent, or Partner of Affiliate in marketing of Company products or services. b) Ad Networks – An entity that connects advertisers to websites that want to host advertisements. c) Adult Content – Any material, including audio or video material, which is pornographic or which contains nudity, explicit sexual material or depictions of sexual acts. 2) Marketing and Services Relationship This agreement outlines the details of a marketing relationship between the Company and Affiliate, whereby Affiliate will advertise Red Pocket products and/or services using Red Pocket provided creative elements as appropriate and Red Pocket will compensate Affiliate on a CPA (cost per acquisition) basis. The Parties acknowledge and agree that in connection with the services provided, the Affiliate shall be actively using its proprietary network of in-person (e.g., D2D and Tabletop) and telemarketing customer acquisition channels comprised of outside vendors (“Subcontracted Vendor”) to acquire customers for the Company. The Company agrees that throughout the Term of this Agreement and for a period of three (3) months thereafter, neither the Company nor its affiliates, employees, principals, representatives or agents may knowingly, directly or indirectly, contact, deal with, communicate with or solicit services from any Subcontracted Vendor for the purposes of circumventing or attempting to circumvent the Affiliate in connection with the service arrangement contemplated herein, unless the Company can demonstrate that prior to the Term, it had a pre-existing contract or dealings with the Subcontracted Vendor for similar services. The Company further acknowledges and agrees that to the extent it becomes aware that it has directly or indirectly circumvented Representative, it shall immediately cease and decease its or its affiliates’ circumvention, and take the necessary steps to ensure that there is no indirect circumvention through any third parties. The Company agrees that a violation of this non circumvention provision would cause irreparable injury to the Affiliate for which there is no adequate remedy at law, and agrees that Affiliate may be entitled to obtain immediate injunctive relief prohibiting such impending or existing violation in addition to any other rights and remedies available to it. This is a non-exclusive relationship, and subject to the restrictions on confidentiality and non circumvention, either Party may freely engage or provide services to other market participants. 3) Affiliate Participation Requirements a) Prohibited Content and Behavior. Affiliate must ensure that all Affiliate Links meet the following criteria: i) Affiliate Links cannot offer incentives to users to click on Company’s ads; incentives include but are not limited to awarding them cash, points, prizes, contest entries, etc.; ii) Affiliate Links will not intentionally place creatives on blank web pages or on web pages with no content. iii) Affiliate will use best efforts to ensure that Affiliate Links are fully functional at all levels; no "under construction" sites or sections. iv) Affiliate link content cannot contain any adult content or link from or to any adult content. v) Affiliate Links cannot place the Company's advertisements into a framed environment unless approved by the Company in writing. vi) Affiliate Links cannot be 'point, lottery, or rewards' based encouraging users to click on the Company's banner ads or use the Company's advertising to generate revenue for users to win points, get rewards, or other incentives unless expressly approved in writing from the Company. vii) Affiliate Links may NOT place any of the Company's advertisements on Ad Networks without written consent and approval from the Company. viii) Affiliate Links will not place advertisements on illegal websites including but not limiting to Bit-Torrent sites, P2P and/or Spyware or malicious code of any sort and/or alternatively questionable areas. ix) Affiliate will use best efforts to ensure that Affiliate Links do not to carry objectionable materials which would revoke their affiliation as determined by the Company. x) Affiliate Link(s) will only include Red Pocket related banners and text on their site/s, if such banner and texts are Red Pocket approved and will NOT create their own Red Pocket banners or advertising text, unless expressly approved in writing from the Company. (xi) Affiliate will ensure that Affiliate Link(s) comply with all applicable state, federal, international and local laws and regulations in relation to marketing Company products and services. xii) Affiliate will ensure that it and any Affiliate Link(s) comply fully with CAN-SPAM Act regulations as outlined at: http://business.ftc.gov/documents/bus61-can-spam-act-complianceguide-business. This required compliance includes Affiliate implementing Company’s suppression list, at Company’s option, before each mailing via an email suppression list 3rd party platform. Failure to comply will result in such Affiliate Link(s) expulsion from the program, reversal of such Affiliate Link(s) commissions and possibly a US$1,000 fine for each CANSPAM Act infringement. xiii) Editing of Company's ads, images or copy is strictly prohibited. Affiliate Link(s) will only use approved banners or text unless Affiliate receives written and verbal permission from Company. b) Violation Violation of any of the above requirements by an Affiliate Link forfeits any payments by Company to that extent that such payments were earned as a result of such violation. If Company notifies Affiliate that an Affiliate Link is in violation of the aforementioned requirements, Affiliate shall have five (5) business days to cure any such violation, or Affiliate shall use best efforts to remove any Company-related information from such Affiliate Link. 4) Termination The term of this Agreement shall be for a one-year (1 year) period, renewable by either party, in writing. Either Party may terminate the Agreement for any reason whatsoever at its convenience on ninety (90) days’ notice to the other Party. Such termination notice will be provided via email and will be effective immediately or at a later date at Company’s discretion. Any legitimate funds due to Affiliate will be paid during the next billing cycle. Notwithstanding the foregoing, if a Party breaches this Agreement, the other Party may terminate this agreement upon thirty (30) days’ written notice if the breaching Party fails to cure such breach during the thirty (30) day notice period. 5) Representations and Warranties a) Affiliate guarantees that all content, products, and services on Affiliate’s website(s) and Affiliate Links are legal to distribute and that Affiliate owns or possesses the legal right to use any and all such material therein, including copyrighted materials. Affiliate irrevocably covenants, promises and agrees to indemnify the Company and to hold the Company harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, arising from any and all claims and lawsuits for copyright, slander, libel, and trademark violation as well as all other claims resulting from Affiliate’s web pages and Affiliate Links. b) In the event of any legal action taken by an advertiser, agency, client, person, or entity against the Company (“Claimant”) for actions of the Affiliate, the Affiliate understands and accepts that the Company will work with such Claimant, which may include divulging the Affiliate’s personal information by Company. Affiliate further agrees that the Company is not liable in any manner for Affiliates actions, and that Affiliate will bear all costs (legal or otherwise) that the Company incurs if the Company is sued by advertiser, client, agency, person, or entity for any action or inaction by Affiliate. c) If any provision of this Agreement shall be held or made invalid or unenforceable by a court decision, statute, rule or otherwise, the remaining provisions of this agreement shall not be affected thereby. d) No rights or obligations under this Agreement may be assigned by Affiliate without the prior written consent of Company, and such consent shall not be unreasonably withheld. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. Company and any of its subsequent assignees may assign this Agreement, in whole or in part, or any of its rights or delegate any of its duties under this Agreement to any party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Throughout the Term of this Agreement and for a period of two (2) years thereafter, each Party shall preserve and protect any and all non-public information disclosed to it by the other Party in connection with this Agreement and this Services relationship, and shall limit its use and disclosure of the other Party’s confidential information solely in connection with the services arrangement herein and in a manner and as contemplated herein. The foregoing restrictions shall not apply to any information that (a) is already in the public domain or which becomes so through no fault of the receiving Party or its affiliates, representatives or agents; (b) is already known on a non-confidential basis or independently developed by the receiving Party in each case without breach of this Agreement; (c) is lawfully disclosed to the receiving Party prior to receipt hereunder without restriction from a third party who obtained the confidential information other than as a result of a breach of any confidentiality obligation; (d) is expressly approved for release by written authorization of disclosing Party; or (e) is required to be disclosed pursuant to any judicial or governmental request, requirement or order, provided that the receiving Party shall take all reasonable steps to provide prompt and sufficient notice to disclosing Party prior to any such disclosure so that disclosing Party may contest such request, requirement or order. 6) Payment a) Affiliates will be paid within thirty (30) days from the last business day of each month pursuant to Appendix A to this agreement, unless specified otherwise in this agreement. All payments are subject to a chargeback if the customer cancels within 30 days of sale date. Affiliates will be paid by an affiliate platform selected by Company. All accounts will be settled in US dollars. No payments will be issued for any amount less than $75 (the “Minimum Payment Threshold”), unless such payment is the final payment owed to Affiliate, in which case, the Minimum Payment Threshold will not apply. Any unpaid earnings will rollover to the next pay period. As a condition to Company's obligation to make payments hereunder to Affiliate, Affiliate must have on file with Company a completed and accurate W-9 (for US-based Affiliates) or a completed and accurate W-8 (for non-US-based Affiliates). Affiliate payments will be withheld until the appropriate tax documents are received by Company. b) Company reserves the absolute right to withhold payment from accounts or Affiliates that violate any of the terms and conditions set forth herein. Company will determine, in its sole discretion, whether acts or omissions are deceptive, fraudulent or violate this Agreement. All reported numbers for the purposes of billing and general delivery reporting are based on the Company's server reports unless mentioned elsewhere in this Agreement. 7) Miscellaneous Provisions a) Entire Agreement: This Agreement shall be the entire, full and complete agreement between Red Pocket and Affiliate concerning the subject matter hereof, and supersedes all prior agreements regarding such subject matter. No other representation have induced Red Pocket or Affiliate to execute this Agreement, and there are no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein, which are of any force or effect with reference to this Agreement or otherwise. No amendment, change or variance from this Agreement shall be binding on either party unless executed in writing. Captions, paragraph designations and section or convenience only, and in no way define, limit, construe or described the scope or intent of the respective parts of this Agreement. No amendment or modification of this Agreement shall be effected by the use, acknowledgement, or verbal written, signed or electronic acceptance of Affiliate’s purchase order or other form stipulating additional or different terms and/or conditions than are contained in this Agreement. In the event of a conflict between this Agreement and any other document, including but not limited to purchase orders (including those executed by either or both parties), this Agreement shall control. b) Review of the Agreement. Affiliate represents that it has carefully reviewed this Agreement and has had enough time to consult with a lawyer, accountant, or other professional advisor and Affiliate understands and agrees to be bound by the terms, conditions and obligations of this Agreement. Affiliate represents and warrants that, if it did not use a professional advisor, it is satisfied in relying on its own education, experience, and skill in evaluating the merits of and entering into this Agreement. Affiliate further represents that it has entered into this Agreement freely and voluntarily and not as a result of any threats, coercion, duress, or other improper influence. Affiliate further represents and warrants that Affiliate has conducted an independent investigation of the business to be operated hereunder, recognizes that the business venture contemplated by this Agreement involves business risks, and that its success will be largely dependent upon the ability of Affiliate and its organization as independent business persons and managers. Red Pocket expressly disclaims the making of, and Affiliate acknowledges that it has not received from Red Pocket, or any person, employee, representative, agent or other party purporting to act on behalf of Red Pocket, any warranty, promise, or guarantee, express or implied, as to the potential sales volume, profits, or success of the business venture contemplated by this Agreement. c) INDEMNIFICATION: A party (“Indemnifying Party”) shall, at its expense and the request of the other party (“Indemnified Party”), defend any third-party claim or action brought against the Indemnified Party, and its affiliates, directors, officers, employees, licensees, agents and independent contractors, to the extent it is based upon a claim that, if true, would constitute a breach of a warranty, representation or covenant of the Indemnifying Party set forth in this Agreement (collectively, “Indemnified Claims”). The Indemnified Party shall promptly notify the Indemnifying Party in writing, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party’s expense in all reasonable respects in connection with the defense of any such action. The Indemnifying Party may upon written notice to the Indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewith, assume and control the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of counsel which shall be reasonably satisfactory to the Indemnified Party, and payment of all reasonably incurred expenses. The Indemnified Party shall have the right to employ separate counsel to provide input into the defense, at Indemnified Party’s own cost. The Indemnifying Party shall reimburse the Indemnified Party upon demand for any payments made or loss suffered by it at any time after the date of tender, based upon the judgment of any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands, or actions, in respect to any damages to which the foregoing relates. The Indemnifying Party shall not settle any claim or action under this Section 7 on the Indemnified Party’s behalf without first obtaining the Indemnified Party’s written permission, which permission shall not be unreasonably withheld, and the Indemnifying Party shall indemnify and hold the Indemnified Party harmless from and against any costs, damages and fees reasonably incurred by Indemnified Party, including but not limited to fees of attorneys and other professionals, that are attributable to such Indemnified Claims. The Indemnified Party shall provide the Indemnifying Party reasonably prompt notice in writing of any such Indemnified Claims and provide the Indemnifying Party with reasonable information and assistance, at the Indemnifying Party’s expense, to help the Indemnifying Party to defend such Indemnified Claims. d) WARRANTIES: The product warranty and repair guidelines provided by the manufacturer of the Products will control servicing and repairs of Products under any manufacturer warranty. Manufacturer’s warranties may change from time to time. Warranty terms may be contained with the handset or other Product to which the warranty is applicable. This Agreement does not exclude or modify any conditions of warranty implied into this Agreement or any liability imposed on Red Pocket by any law if to do so would contravene that law or make any part of this clause void or unenforceable. However, to the maximum extent permitted by law, Red Pocket excludes all conditions, liabilities and warranties that may be expressed or implied into this Agreement. RED POCKET MAKES NO WARRANTIES OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, TO AFFILIATE OR ANY OTHER PURCHASER OR END-USER OF THE PRODUCTS. RED POCKET SPECIFICALLY MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR DOES RED POCKET WARRANT THE RESULTS OF PRODUCT USAGE, THAT A PRODUCT WILL OPERATE UNINTERRUPTED OR ERROR FREE, OR THAT A PRODUCT’S FUNCTIONALITY WILL MEET ANY USER REQUIREMENTS. AFFILIATE HEREBY WAIVES ALL OTHER WARRANTIES, GUARANTEES, CONDITIONS OR LIABILITIES, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE. AFFILIATE'S SOLE AND EXCLUSIVE REMEDY RELATING TO THIS AGREEMENT AND/OR PRODUCTS SHALL BE THE REMEDY, IF ANY, AFFORDED BY THE MANUFACTURER OF SUCH PRODUCTS TO AFFILIATE OR AFFILIATE’S CUSTOMERS. e) EXCLUSION OF LIABILITY: NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY. IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR OTHER MONETARY LOSS, ARISING OUT OF RED POCKET’S PERFORMANCE OR FAILURE TO PERFORM OR THE FAILURE OR POOR PERFORMANCE OF THE SYSTEMS, PRODUCTS OR SERVICES, WHETHER OR NOT ANY SUCH MATTERS OR CAUSES ARE WITHIN A PARTY’S CONTROL OR DUE TO NEGLIGENCE OR OTHER FAULT ON THE PART OF A PARTY OR IT’S RESPECTIVE AGENTS, AFFILIATES, EMPLOYEES OR OTHER REPRESENTATIVES, OR WHETHER RESULTING FROM THE FAILURE IN THE OPERATION OF OR OTHER DEFECT IN ANY PRODUCT DISTRIBUTED OR SOLD HEREUNDER. Notwithstanding the foregoing, if Company breaches the non-circumvention provision of Section 2 of this Agreement, the Company will pay a monetary penalty to Affiliate that is equal to the commission or fee the Affiliate would have realized but for such breach. f) INDEPENDENT CONTRACTORS: The relationship between Red Pocket and Affiliate during the Term of this Agreement shall be that of independent contractors. Neither Affiliate nor its owners, agents, representatives, managers or other employees shall under any circumstances be, nor shall they in any manner represent themselves as, owners, agents, representatives or directors, officers, employees, partners or joint ventures of or with Red Pocket. Affiliate shall have no right to enter into any contracts or commitments in the name of or on behalf of Red Pocket or to obligate Red Pocket in any respect whatsoever. g) Affiliate also expressly agrees not to knowingly contact or solicit Red Pocket’s Customers for any purpose. Affiliate, either on its own or through any third party, shall not knowingly solicit any Red Pocket Customers, which Affiliate knows or has reason to know are are Red Pocket Customers, to switch to another wireless service. In the event that it is determined that Affiliate has knowingly encouraged the solicitation of Red Pocket Customers to another wireless service, as set forth above, Affiliate will be responsible for the lost value of those switched Customers, with said value being due upon demand from Red Pocket. h) Governing Law. This Agreement shall be in all respects, governed by and construed and enforced in accordance with the laws of the State of Delaware. Any action to enforce or interpret the terms of this Agreement shall be instituted and maintained in the State of Delaware. The parties hereby consent to the jurisdiction of such court and waive any objections to such jurisdiction. BY EXECUTING THIS AGREEMENT ELECTRONICALLY YOU ARE SIGNIFYING YOUR AGREEMENT TO BE PRESENTLY BOUND BY THE TERMS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNED THIS AGREEMENT. Red Pocket Mobile: Company : . Signature Signature Name Name: Title Title Date Date . Rule Conditions Action 1. $10 Items Product List: Redpocket $30 Flat Add flat amount $10.00 - Item level 2. 0% Items Product List: Redpocket 0% Equals percentage 0% - Item level 3. Base rate / 3 Product List: Redpocket base rate / 3 Equals percentage 2.33% - Item level 4. Base rate / 6 Product List: Redpocket base rate / 6 Equals percentage 1.16% - Item level 5. Base rate / 12 Product List: Redpocket base rate / 12 Equals percentage 0.58% - Item level 6. Base rate / 24 Product List: Redpocket base rate / 24 Equals percentage 0.29% - Item level