|Conversion action||Online purchase with processed valid payment|
|Cookie days||30 day(s)|
|Commission type||Percent of Sale|
The following is a list of our complete terms and conditions
that apply to all members of the Zapne Affiliate Program “the Agreement”, as
between Zapne LLC and the Partner (together, "the Parties"). Please
read this agreement in its entirety.
By submitting the application form or linking to the Zapne
Affiliate Program website you are deemed to have agreed to be bound to the
terms and conditions set out in this agreement.
Shall mean a monetary transaction made by a person who opens
a Club Zapne account and conducts transactions on our platform.
Shall mean an entity that has agreed to the terms of the
Partner Program herein to work with Zapne to promote the Product by referring
customers to Zapne.
Shall mean any marketing and/or promotional materials
relating to Zapne and/or Zapne brands that are promoted by Zapne and Zapne
Related Entities as Zapne deems necessary or appropriate.
1.4. Confidential Information
Shall include, but shall not be limited to, any and all
information associated with the other Party’s business and not publicly known,
including, the contents of this Agreement, specific trading information,
technical processes and formulas, source codes, customer lists, prospective customer
lists, names, addresses and other information regarding customers and
prospective customers, product designs, sales, costs, and other unpublished
financial information, business plans and marketing data, and any other
confidential and proprietary information, whether or not marked as confidential
1.5. The Product
Refers to the Zapne products available via the Zapne website
and any associated websites including, www.Zapne.com, and any others.
Shall mean any purchase made by an individual which was
initiated by following the unique referral link (“Personal Link”) provide to
you by Zapne. If an individual makes a
purchase without using the Personal Link or uses another link or nay other link
or method, it will not constitute a Purchase.
1.7. Malware and Spyware
Relates to the use of pop-up banners that hide banners that
are displayed on a website, the placement of icons beside keywords found in
text that if clicked will take the visitor to another website, and other
1.8. Names and Trademarks
Refers to any names and/or trademarks or any other protected
marks associated with Zapne LLC.
1.9. Opt-in List
Shall mean the list of emails where the individuals on the
list have expressly elected to receive e-mails from Zapne Partners.
1.10. Prospective Partners
Refers to any other marketing organizations and/or website
owners and/or operators that may be potential partners of Zapne.
1.13. Related Entity[ies]
Shall mean any entity that, directly or indirectly, controls,
is controlled by, or is under common control with, Zapne; where “control” means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management policies of another, whether through the ownership
of voting securities, by contract, as trustee or executor, or otherwise.
Shall mean the 50 states within the United States.
Refers to any Zapne account associated with websites that
are managed by a Zapne Partner that currently have or will have a marketing
arrangement with Zapne.
“Lifetime” refers to the period of time the store is in
existence, and/or the period of time the Zapne Partner has a partner
relationship with the store, and/or the period of time the Zapne Partner has an
active partner account.
2.0 Responsibilities of the Partner
The Zapne Partner will use its best efforts to (a) promote
and market Zapne, and (b) identify for Zapne prospective Purchases. In no event
shall Zapne Partner engage in any marketing or promotional activity related to
Zapne in any area, location, territory or jurisdiction outside of the Territory
as defined by Zapne from time to time. Zapne Partner shall bear all costs and
expenses for such activities unless otherwise determined by Zapne, in its sole
All Creative will be solely provided by Zapne alone except
where agreed to by Zapne in writing in advance. Zapne will provide Zapne
Partner with copies of or access to Creative. The Creative shall be accessible
from Zapne Affiliate Program website. The Creative is provided “as is” and
without warranty of any kind.
2.3. Use of Creative
Zapne Partner may display Creative on the Websites solely
for the purpose of marketing and promoting Zapne brands promoted by Zapne and
by Zapne Related Entities during the term of this Agreement, or until such
earlier time as Zapne may, upon reasonable prior notice, instruct Zapne Partner
to cease displaying the Creative. Zapne Partner may not alter, amend, adapt or
translate the Creative without Zapne's prior written consent. Nothing contained
in any Creative shall in any way be deemed a representation or warranty of
Zapne or any of Zapne Related Entity. The Creative shall at all times be the
sole and exclusive property of Zapne and no rights of ownership shall at any
time vest with the Zapne Partner even in such instances where the partner has
been authorized by Zapne to make changes or modifications to the Creative.
2.4. E-Mail Internet Marketing
In no event shall a Zapne Partner engage in any e-mail
marketing or promotion with respect to Zapne and/or any Zapne Related Entity
except as expressly set forth in this Agreement. In the event that Zapne
Partner has an Opt-in List, Zapne Partner may make a written request to Zapne
to send e-mails regarding the offering of Zapne and Zapne Related Entities to
the individuals on the Opt-in List. In the event Zapne approves such request,
Zapne Partner shall comply with all applicable laws, rules, regulations and
directives, including but not limited to those relating to e-mail marketing and
“spamming”. Without limiting the generality of the foregoing, Zapne Partner
shall (a) not send any e-mail regarding Zapne and/or Zapne Related Entities to
any individual or entity that has not requested such information and (b) always
include “unsubscribe” information at the top and bottom of any e-mail regarding
Zapne, Zapne Related Entities and/or the Zapne platform.
2.5 Unauthorized & Prohibited Marketing Activities
In addition to the restrictions of Section 2.4 above, a
Zapne Partner shall not (a) engage in any fax, broadcast or telemarketing and
any other offline marketing methods with respect to Zapne, Zapne Related
Entities and/or Zapne; (b) use Malware and/or Spyware techniques or use any
other aggressive advertising or marketing methods in any of its dealings
relating to Zapne, Zapne Related Entities and/or Zapne; (c) make any false,
misleading or disparaging representations or statements with respect to Zapne,
Zapne Related Entities or Zapne; (d) misrepresent the Zapne Partner’s
affiliation with Zapne; or (e) engage in any other practices which may affect
adversely the credibility or reputation of Zapne, Zapne Related Entities or
Zapne, including but not limited to, using any Website in any manner, or having
any content on any Website, that (i) promotes sexually explicit materials,
violence, discrimination based on race, sex, religion, nationality, disability,
sexual orientation or age and/or any illegal activities or (ii) violates any
intellectual property or other proprietary rights of any third party.
2.6 Prohibited Marketing Activities by a Partner
A Zapne Partner shall not purchase search engine or other
pay-per-click keywords (such as Google AdWords), or domain names that use Zapne
or Zapne Technologies' trademarks and/or variations and misspellings thereof.
2.7. Compliance with Laws
In addition to, and without limiting the provisions of this
Agreement, Zapne Partner shall perform its obligations hereunder in accordance
with the highest applicable industry standards and in compliance with all
applicable laws, rules and regulations.
2.8. Partner Duty to Inform
Zapne Partner shall promptly inform Zapne of any information
known to Zapne Partner or prospective partners that could reasonably lead to a
claim, demand or liability of or against Zapne and/or the Zapne Related
Entities by any third party.
3. Fees and payment
All payments are subject to risk analysis considerations and
Anti-Money Laundering procedures. Zapne reserves the right to demand and receive
information about any Purchases and to assess the competency of such Purchase
for payments. Zapne reserves the right to modify the Fee structure and/or the
payment terms at any time upon reasonable advance notice to Zapne Partner.
Zapne may terminate this Agreement at any time, with or
without cause, effective immediately upon notice to Zapne Partner.
Fraudulent or other unacceptable behaviour as defined by
Zapne can result in termination of partner/client relationship or termination
of partner account entirely without notice to, or recourse for, the Zapne
Zapne Partner, can terminate this Agreement at any time,
with or without cause, effective immediately upon notice to Zapne.
4.2. Consequences of Termination
Upon expiration or termination of this Agreement: (a) each
Party shall return to the other Party all property of the other Party in its
possession or control (including all Creative and all Confidential
Information); (b) Zapne Partner shall immediately cease displaying any Creative
on any Website or otherwise; and (c) all rights granted to Zapne Partner
hereunder will immediately cease.
5. Proprietary rights
5.1. Proprietary Rights of Zapne
As between Zapne Partner and Zapne, all demographic and other
information relating to Purchases, Prospective partners and partners, the
Platforms and all software, documentation, hardware, equipment, devices,
templates, tools, documents, processes, methodologies, know-how, websites, and
any additional intellectual or other property used by or on behalf of Zapne or
otherwise related to Zapne, together with all copyrights, trademarks, patents,
trade secrets and any other proprietary rights inherent therein and appurtenant
thereto (collectively, “Zapne Property”) shall be and remain the sole and
exclusive property of Zapne. To the extent, if any, that ownership of any Zapne
Property does not automatically vest in Zapne by virtue of this Agreement, or
otherwise, Zapne Partner hereby transfers and assigns to Zapne, upon the
creation thereof, all rights, title and interest Zapne Partner may have in and
to such Zapne Property, including the right to sue and recover for past,
present and future violations thereof.
5.2. Zapne Trademarks
During the term of this Agreement, Zapne hereby grants to
Zapne Partner a limited, revocable, non-exclusive and non-transferable license
to display the Zapne trademarks, solely as necessary to perform Zapne Partner’s
obligations under this Agreement. Zapne Partner acknowledges and agrees that:
(a) it will use the Zapne trademark only as permitted hereunder; (b) it will
use the Zapne trademark in a lawful manner and in strict compliance with all
format(s), guidelines, standards and other requirements prescribed by Zapne;
(c) the Zapne trademark are and shall remain the sole property of Zapne; (d)
nothing in this Agreement shall confer in Zapne Partner any right of ownership
in the Zapne trademark and all use thereof by Zapne Partner shall inure to the
benefit of Zapne; and (e) Zapne Partner shall not, now or in the future,
contest the validity of any Zapne trademarks or use any term or mark
confusingly similar to any Zapne Trademark.
Each Party agrees to use the other Party’s Confidential
Information solely as necessary for performing its obligations hereunder. Each
Party agrees that it shall take all reasonable steps, at least substantially
equivalent to the steps it takes to protect its own proprietary information, to
prevent the duplication, disclosure or use of any such Confidential
Information, other than (a) by or to its employees, agents and subcontractors
who must have access to such Confidential Information to perform such Party’s
obligations hereunder, who each shall treat such Confidential Information as
provided herein; or (b) as required by any law, regulation, or order of any
court of proper jurisdiction over the Parties and the subject matter contained
in this Agreement. Confidential Information shall not include any information
which is: (i) in the public domain, or is already known by or in the possession
of the non-disclosing Party, at the time of disclosure of such information;
(ii) is independently developed by the non-disclosing Party without breaching
any provisions of this Agreement; or (iii) is thereafter rightly obtained by
the non-disclosing Party from a source other than the disclosing Party without
breaching any provision of this Agreement.
7. Disclaimer of warranty
Zapne makes no warranties hereunder, and Zapne expressly
disclaims all warranties, express or implied, including, but not limited to,
warranties of merchantability and fitness for a particular purpose. Without
limiting the foregoing, Zapne further disclaims all representations and
warranties, express or implied, that the platforms do not infringe or otherwise
violate any intellectual property or other proprietary right of any third party
in any jurisdiction, including, but not limited to, the territory.
8. Limitation of liability and indemnification
8.1. Limitation of Liability
Zapne shall have no liability with respect to the platforms
or its obligations under this agreement or otherwise for any indirect,
consequential, exemplary, special, incidental or punitive damages even if Zapne
has been advised of the possibility of such damages. In any event, Zapne’s
liability to Zapne Partner under this agreement for any reason will be limited
to the amounts paid to Partner by Zapne during the six (6) month period
immediately preceding the event giving rise to the claim for damages. This
limitation applies to all causes of action in the aggregate, including, but not
limited to, breach of contract, breach of warranty, negligence, strict
liability, misrepresentations, and other torts.
8.2.1. Zapne Partner Indemnification.
Zapne Partner agrees to indemnify, defend and hold harmless
Zapne and any Zapne Related Entities and the directors, officers, employees,
subcontractors and agents thereof (collectively, the “Indemnified Party”), with
respect to any claim, demand, cause of action, debt or liability, including
reasonable attorneys’ fees, to the extent that such action is based upon or
arises out of: (a) Zapne Partner ‘s breach of any representation, warranty,
obligation or covenant under this Agreement; (b) Zapne Partner’s gross
negligence or willful misconduct; or ( c) any warranty, condition,
representation, indemnity or guarantee relating to Zapne and Zapne Related
Entities granted by Zapne Partner to any person who makes a Purchase,
Prospective partner or other third party.
8.2.2. Notice of Indemnification.
In claiming any indemnification hereunder, the Indemnified
Party shall promptly provide Zapne Partner with written notice of any claim
which the Indemnified Party believes falls within the scope of the foregoing
paragraphs. The Indemnified Party may, at its own expense, assist in the
defense if it so chooses, provided that Zapne Partner shall control such
defense and all negotiations relative to the settlement of any such claim and
further provided that any settlement intended to bind the Indemnified Party
shall not be final without the Indemnified Party’s written consent, which shall
not be unreasonably withheld.
9. Non-exclusive remedies
In the event (a) Zapne Partner markets or promotes Zapne
and/or any Zapne Related Entity that promotes the Zapne platform to any person
or entity outside of the Territory or (b) of any breach or threatened breach of
any provision of Sections 2, 5 and/or 6 above, in addition to all other rights
and remedies available to Zapne under this Agreement and under applicable law,
Zapne shall have the right to (i) immediately enjoin all such activity, without
the necessity of showing damages or posting bond or other security, (ii)
immediately terminate this Agreement and Zapne Partner ’s engagement hereunder,
(iii) receive a prompt refund of all amounts paid to Zapne Partner hereunder
and (iv) be indemnified for any losses, damages or liability incurred by Zapne
in connection with such violation, in accordance with the provisions of Section
10. General provisions
10.1. Force Majeure
If the performance of any part of this Agreement by either
Party is prevented, hindered, delayed or otherwise made impracticable by reason
of any flood, riot, fire, judicial or governmental action (including, but not
limited to, any law, regulation or embargo prohibiting the performance
contemplated hereunder and/or the failure or refusal of a government agency to
issue a license required for any performance pursuant to this Agreement), labor
disputes, act of God or any cause beyond the reasonable control of that Party,
the Party shall be excused from such performance to the extent that it is
prevented, hindered or delayed by such cause. Notwithstanding anything herein
to the contrary, the Party prevented from performing hereunder by a force
majeure event shall nevertheless use its best efforts to recommence its
performance hereunder as soon as reasonably practicable and to mitigate any
damages resulting from its non-performance hereunder.
10.2. Independent Contractors
The Parties to this Agreement are independent contractors.
Neither Party is an agent, representative or Related Entity of the other Party.
Neither Party shall have any right, power or authority to enter into any
agreement for, or on behalf of, or incur any obligation or liability of, or to
otherwise bind, the other Party. This Agreement shall not be interpreted or
construed to create an association, agency, joint venture or partnership
between the Parties or to impose any liability attributable to such a
relationship upon either Party.
Any notice, approval, request, authorization, direction or
other communication under this Agreement shall be given in writing and shall be
deemed to have been delivered and given for all purposes (a) on the delivery
date if delivered personally or by e-mail to the Party to which the same is
directed; (b) two (2) business days after deposit with an internationally
recognized commercial overnight courier service, with written verification of
receipt; or (c) five (5) business days after deposit in certified or registered
mail, return receipt requested, postage and charges prepaid, to the respective
addresses of the Parties as set forth on the Registration Page.
10.4. No Waiver
The failure of either Party to insist upon or enforce strict
performance by the other Party of any provision of this Agreement or to
exercise any right under this Agreement shall not be construed as a waiver or
relinquishment to any extent of such Party’s right to assert or rely upon any
such provision or right in that or any other instance; rather, the same shall
be and remain in full force and effect. Each waiver shall be set forth in a
written instrument signed by the waiving Party.
10.5. Entire Agreement
This Agreement, including all Exhibits hereto, sets forth
the entire agreement and supersedes any and all prior agreements, written or
oral, of the Parties with respect to the subject matter hereof as set forth
herein. Neither Party shall be bound by, and each Party specifically objects
to, any term, condition or other provision that is different from or in
addition to the provisions of this Agreement (whether or not it would
materially alter this Agreement) and which is proffered by the other Party in
any correspondence or other document, unless the Party to be bound thereby
specifically agrees to such provision in writing.
All the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of the Parties to this Agreement and to their
respective heirs, successors, assigns and legal representatives. Zapne Partner
shall have no right to assign or otherwise transfer this Agreement, or any of
its rights or obligations hereunder, to any third party without Zapne’s prior
written consent, to be given or withheld in Zapne’s sole discretion.
10.7. Applicable Laws
This Agreement shall be governed, construed and enforced in
accordance with the laws of the state of Nevada, USA. Each Party agrees that
any legal action, proceeding, controversy or claim between the Parties arising
out of or relating to this Agreement may be brought and prosecuted only in a
court of law in the state of Nevada, USA, and by execution of this Agreement
each Party hereto submits to the exclusive jurisdiction of such court and
waives any objection it might have based upon improper venue or inconvenient
By marking the 'I have read and agree to the terms and
conditions' checkbox, Zapne Partner hereby fully agrees with all terms and
11. Zapne Partner Commercial Terms
11.1. Revenue Sharing Plans
Zapne offers Zapne Partners its Fees based upon a
multi-level affiliate tracking with up to 2 levels. With a multi-level affiliate tracking system,
Zapne Partners have the opportunity to receive revenue for sending direct sales
to Zapne and also are rewarded for encouraging other Zpane Partners to
join. The Zapne Partner Fee is
calculated as follows:
Level 1 Fee
Level 2 Fee
As an example, if you refer someone who makes a Purchase,
you will receive 10% of the Purchase price.
This is considered a Level 1 Fee.
An example of a Level 2 Fee would be if you refer a friend
(Person A) who signs up to be a Zapne Partner who then refers a friend (Person
B) who makes a Purchase. You would
receive 5% of the Purchase price and Person A would receive 10% of the Purchase
price. Person B would not receive a Fee.
11.2. Payment Under Plans
Payments to Zapne Partners will be distributed by Zapne once
per fiscal quarter (the “Payment Period”) via check to the address on record
for the Zapne Partner. Zapne Partners
are required to provide Zapne with a W-9 before any payment is made.
Zapne reserves the right to cancel or modify the Zapne
Affiliate Program Agreement in its entirety, including Fees & Payments and
the Zapne Partner Commercial Terms, upon 30 days’ notice to a Zapne Partner.
12.3 Non-Solicitation of Reviews
Zapne Partners are prohibited from soliciting reviews of a
Zapne Product by offering a financial incentive or any other benefit in
exchange for the review.
13. Additional considerations
As a courtesy please be advised that the Federal Trade
Commission in the United States (“FTC”) has guidelines for governing
endorsements and testimonials. These rules are aimed at increasing transparency
between endorsers and consumers. As members of the Partner Program with Zapne
you receive compensation for the affiliate referrals you make to the company.
This may establish a “material connection” according to FTC rules, which
creates an obligation to provide disclosure to your consumers.
Full compliance with these guidelines requires that
information be provided to your consumers clearly and conspicuously, outlining
that you are being compensated for referring clients to Zapne. For further
information you may refer to the statement released by the FTC regarding these