Affiliate Terms of Service/User Agreement

Affiliate Program User Agreement

This Affiliate Program User Agreement ("Agreement") is made and entered into by and between Content Delivery Technologies Inc. (DBA Actionera) ("Company") and the affiliate ("Affiliate").

1. Participation in the Affiliate Program: By signing up for the Affiliate Program, Affiliate agrees to be bound by the terms and conditions of this Agreement.
   
2. Payouts: The Company will pay Affiliate a commission on sales generated through Affiliate's unique referral link. Payouts will be made via Wise payments once a month, provided that the minimum payout threshold has been reached. Commissions are paid on one-time fees and recurring fees (yearly and monthly). If trial periods are offered, the commission is not finalized until after the trial period.
   
3. Affiliate Responsibilities: Affiliate shall promote the Company's products and services through approved marketing channels, including but not limited to social media, email, and websites. Affiliate shall not engage in any unethical or illegal marketing activities. Affiliate is solely responsible for any and all taxes due on the commissions earned from the Affiliate Program.
   
4. Termination: Either party may terminate this Agreement at any time, with or without cause, by giving written notice to the other party. Upon termination, Affiliate shall immediately remove all links to the Company's products and services.
   
5. Intellectual Property: The Company retains all rights, title, and interest in and to its trademarks, service marks, and other intellectual property. Affiliate shall not use the Company's intellectual property without the Company's prior written consent.
   
6. Limitation of Liability: The Company shall not be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement.
   
7. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of California, without giving effect to any principles of conflicts of law.
   
8. Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties.
   
9. Modifications: The Company may modify this Agreement at any time, with or without notice to Affiliate. Affiliate's continued participation in the Affiliate Program following any such modification shall constitute Affiliate's acceptance of the modified Agreement.
   
10. Assignment: Affiliate may not assign this Agreement without the prior written consent of the Company.
    
11. Independent Contractor: Affiliate is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
    
12. Notices: Any notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by email.
    
13. Commission Rates: The commission rate for each campaign and product will be determined by the Company in its sole discretion. The commission rate may vary based on the campaign or product, and may be changed by the Company at any time without prior notice to the Affiliate. The Affiliate acknowledges that they will only receive a commission on sales made through their unique referral link, and that the commission rate is subject to change at any time.
    
14. Campaign and Product Eligibility: The Company reserves the right to determine which campaigns and products are eligible for the Affiliate Program. The Affiliate acknowledges that certain campaigns and products may not be eligible for the Affiliate Program, and that the Company may add or remove eligible campaigns and products at any time without prior notice to the Affiliate.
    
15. Compliance with Laws: The Affiliate agrees to comply with all applicable laws and regulations, including but not limited to data protection laws and regulations, in connection with their participation in the Affiliate Program.
    
16. Disclaimer of Warranties: THE COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, REGARDING THE AFFILIATE PROGRAM, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
    
17. Indemnification: The Affiliate agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Affiliate's breach of this Agreement or their participation in the Affiliate Program.
    
18. Waiver: The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or of the right to enforce such provision.
    
19. Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall not be affected and shall remain in full force and effect.
    
20. Headings: The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
    

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

COMPANY: Content Delivery Technologies Inc. (DBA Actionera)