These Terms and Conditions for the 10X Partner Program (the "Partner Terms") contain the complete terms and conditions between 10X ROAS LLC ("10X ROAS"), and you, the individual or business who is registering to be a Partner advertiser for 10X ROAS under these Partner Terms (the "Partner").
1.1 The aim of these Partner Terms is to retain the Partner for 10X ROAS's partner program, for the promotion of the 10X ROAS services to third parties (the "Partner Program").
1.2 The Partner shall direct (potential) clients to the 10X ROAS website. These users must (1) enter into a paid subscription with 10X ROAS; (2) click on the Partner's link or use the Partner's code while these Partner Terms is in force; and (3) not already be an active user of 10X ROAS yet for the Partner to qualify for compensation under these Partner Terms (the "Qualifying User"). For any Qualifying User directed to 10X ROAS by the Partner, the Partner shall be entitled to a commission as set out under these Partner Terms.
2. Partner Admission
2.1 In order to officially register as a Partner, you must first submit an application to join. The submission of an application does not guarantee inclusion in the Partner Program.
2.2 10X ROAS may decide at its sole and absolute discretion whether to accept any Partner into the Partner Program. 10X ROAS will notify the Partner of its decision. 10X ROAS is not obliged to provide any reasons for its decision.
2.3 By submitting an application for our Partner Program, the Partner warrants to have read and reviewed these Partner Terms and agrees to be bound by them.
2.4 If the Partner is admitted to the Partner Program by 10X ROAS, 10X ROAS will create an account on Rewardful, where the Partner will be able to review the full analytics, generate partner links, and see its commissions.
2.5 Upon admission as a Partner, the Partner will receive a non-exclusive, non-transferable, revocable right to access the 10X ROAS website through one or more Partner links which will be unique to the Partner. These links are generated through Rewardful. The license shall expire upon termination of the effectiveness of these Partner Terms.
3.1 The Partner will receive a 10% commission payments for each Qualifying User generated by the Partner through their personal code and/or link provided to them, which they may use in their marketing content at their own discretion (the "Commission").
3.2 10X ROAS reserves the right to change, amend or correct the Commission rate structure at any time, at 10X ROAS's sole discretion.
3.3 Commissions will only be paid on sales that are tracked through Rewardful's online tracking system and indicate the Partner's specific link or code as the source. There is no right to commissions if a potential user later returns to 10X ROAS's site and makes a purchase through another link or source.
3.4 Commission is paid out to the Partner via PayPal or Wire Transfer within 14 days of the Commission accruing.
3.5 Partner will only be entitled to Commission if earned prior to the termination of these Partner Terms.
3.6 The Partner shall be solely responsible for the payment of any and all applicable taxes and fees to which the Partner may be subject as a result of the Commission received by the Partner under these Partner Terms.
3.7 10X ROAS reserves the right to take legal action against any Partner that commits fraud, or conspiracy to defraud and to recover any Commission paid to the Partner that was earned as a result of such fraud. For the purposes of these Partner Terms, fraud shall include but not be limited to wittingly violating the terms of these Partner Terms.
4. Partner Obligations and Terms
4.1 The Partner hereby agrees to comply with all applicable laws. If 10X ROAS reasonably suspects that the Partner is not in compliance with these Partner Terms or applicable law, 10X ROAS may terminate its relationship with the Partner at its sole and exclusive discretion.
4.2 The Partner must be at least 18 years of age to join our Partner Program. By submitting an application to 10X ROAS, the Partner represents and warrants to be at least 18 years of age and may legally agree to these Partner Terms. 10X ROAS assumes no responsibility or liability for any misrepresentation of the Partner's age.
4.3 If a Qualifying User enters into a paid subscription with 10X ROAS, they shall be 10X ROAS's client exclusively. The Partner shall not have any rights and/or claims beyond the Commission as per these Partner Terms.
4.4 The Partner hereby agrees and acknowledges that 10X ROAS shall not be liable if the Qualifying User clears their cookies, which would mean that the Partner link and/or code will no longer be tracked. 10X ROAS shall not owe any Commission to the Partner in this regard.
4.5 If the Partner opts to use any third-party materials or documentation to find and solicit Qualifying Users, 10X ROAS shall not be liable if the Partner infringes on any third-party rights in doing so. Partner is solely responsible to ensure that the required permissions and/or licenses for the use of third-party materials are obtained in advance.
4.6 10X ROAS has the right to retain Qualifying Users' details to contact them at a later time if the Qualifying User does not enter into a paid subscription, but, for example, only uses a trial subscription. 10X ROAS reserves the right to re-contact any such Qualifying User at any time without being liable to pay the Partner any Commission.
5. Acceptable Use
5.1 In general, the Partner hereby agrees not to use the Partner Program in any way that could damage the 10X ROAS brand. The Partner further agrees not to use the Partner Program for any unlawful purpose of any purpose prohibited under this clause, which includes:
5.1.1 To harass, abuse, or threaten others;
5.1.2 To violate any third party's rights;
5.1.3 To perpetuate any fraud;
5.1.4 To engage in any pyramid scheme or similar unlawful behaviour;
5.1.5 To publish or distribute any material which may incite violence, hate, or discrimination towards any group; and/or
5.1.6 To unlawfully gather information about any third party.
5.2 The Partner is not allowed to undertake any illegal, improper, or unacceptable practices to get leads for Qualifying Users, otherwise the Partner shall not qualify for Commission. The Partner must at least comply with applicable law and proper advertising practices.
A non-exhaustive list of improper advertising includes, but is not limited to:
5.2.1 Mass emailing or spam;
5.2.2 The use of the 10X ROAS name in a domain name;
5.2.3 The forwarding of URLs which direct to the 10X ROAS domain, or which are misspellings of the 10X ROAS name;
5.2.4 Forcing cookies.
5.3 10X ROAS has the right to monitor the Partner's adherence to these Partner Terms.
6. Term and Termination
6.1 These Partner Terms will come into force when you apply to be a Partner in the 10X ROAS Partner Program.
6.2 These Partner Terms may be terminated at any time by either party, and for any reason. 10X ROAS shall still pay the Partner for any Commission earned prior to termination, unless the Agreement was terminated by 10X ROAS due to a material breach committed by the Partner.
6.3 Provisions in these Partner Terms that by their nature are expected to survive these Partner Terms shall remain in full force and effect after termination.
To the maximum extent permitted under applicable law, 10X ROAS shall not be liable for any damages, whether direct or indirect damages, including loss of profit or revenue, loss of (future) business, and consequential and punitive damages. This Section does not intend to exclude any liability which may not be excluded under applicable law.
10X ROAS expressly disclaims all warranties and representations about the accuracy, correctness, quality, or completeness of any information, files, or documents provided on or through its website, Rewardful, or the Partner Program, both by itself and by third parties. To the maximum extent permitted by applicable law, the Partner Program is offered on an "as is" and "as available" basis. 10X ROAS further disclaims any and all warranties and representations with regard to fitness for a particular purpose and merchantability of anything related to the Partner Program.
9.1 The Partner hereby indemnifies and holds 10X ROAS harmless from and against any and all claims, liabilities, damages, actions, including all costs and attorney fees related thereto, that 10X ROAS may incur, and which are based in whole or in part upon the Partner's participation in the Partner Program.
9.2 More specifically, the Partner shall fully indemnify 10X ROAS for:
9.2.1 Any misrepresentation of 10X ROAS or its services and platform;
9.2.2 Making false claims or warranties in connection with 10X ROAS;
9.2.3 Third-party right infringement;
9.2.4 Non-compliance with applicable law; and
9.2.5 Payment of applicable taxes and other charges payable on Commission received by the Partner.
10. Intellectual Property
10.1 The Partner agrees that the intellectual property owned by 10X ROAS includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to 10X ROAS (the "10X ROAS IP").
10.2 Subject to the limitations below, and only for the duration of these Partner Terms, 10X ROAS hereby grants the Partner a non-exclusive, non-transferable, revocable license to use the 10X ROAS IP solely and exclusively in conjunction with these Partner Terms. 10X ROAS may revoke this license anytime if the Partner breaches these provisions.
10.3 The Partner may not modify the 10X ROAS IP or use the 10X ROAS IP in any other way than for the purposes set out under these Partner Terms. All rights not expressly granted by 10X ROAS are reserved.
In the event that any information is disclosed to the Partner through its participation in the Partner Program related in any way to 10X ROAS, which 10X ROAS deems to be confidential and proprietary, the Partner agrees to hold such information in the strictest of confidence and not to disclose such information to any other party or to use any such information for the Partner's own purposes.
During the term of these Partner Terms and for 12 months thereafter, the Partner will not, directly or indirectly, for itself or any other individual or entity, solicit or hire any employees, agents, representatives, consultants, contractors, or customers of 10X ROAS.
The parties to these Partner Terms are independent contractors of one another. Nothing in these Partner Terms should be interpreted or construed as being an agency, joint venture, partnership or employee/employer relationship. The Agreement does not create an exclusive arrangement between the Parties. The Partner is free to work with similar Partner program providers of any kind and 10X ROAS may work with other Partners at its own discretion.
14.1 Force majeure. 10X ROAS is not liable for any failure to perform due to causes beyond its reasonable control, including, but not limited to, acts of God, acts of any civil authority, riots, uprisings, embargoes, acts of nature, and any public health crisis such as a pandemic or epidemic.
14.2 Non-Assignment. The Partner may not assign or otherwise transfer any of its rights and obligations under these Partner Terms to any third party without the written consent of 10X ROAS.
14.3 Severability. If any provision or term of these Partner Terms is held to be invalid for any reason, it shall not affect the enforceability of the remainder of these Partner Terms or any other term or condition of these Partner Terms.
14.4 Entire agreement. These Partner Terms sets forth the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes any and all prior discussions, understandings, agreements, representations, warranties or covenants between the parties related to the subject matter hereof.
14.5 Modification. 10X ROAS may unilaterally amend these Partner Terms. 10X ROAS will give existing Partners a 30-day notice of any variation or amendment. If the Partner does not wish to remain a Partner under the new terms, the Partner may terminate their registration. If the Partner does not initiate any such termination, 10X ROAS will assume the Partner accepts the new terms upon expiry of the 30-day notice period.
14.6 Governing law. These Partner Terms shall be interpreted under the laws of the State of Delaware, the United States. Any and all legal actions relative hereto shall be before the courts of Delaware.