Axill.com provides you access to our Axill Affiliate Program subject to your compliance
with the terms and conditions below ("Agreement"). Please read this Agreement carefully.
By enrolling or participating as an Axill Affiliate ("Affiliate") with Axill whereby
you receive compensation from a Merchant based on tracked actions for products or
services, by placing Merchant Links on your website, you, the Affiliate, agree to
be bound by these terms and conditions.
The following terms shall have the meanings set forth below
means a person or company that agrees to promote a Merchant's products
or website on the Merchant's Terms in exchange for payment.
means a pay-for-performance program where an Affiliate
receives a commission for sending a visitor to a Merchant Site or generating a Lead
means the Internet World Wide Web presence operated by or
for Affiliate, (as modified to comply with the provisions of this Agreement, and
future versions, upgrades, successors and replacements thereof).
means a logical grouping of Events through which Merchants manage
their program. For example, a campaign might be called 'Book Sales' and include
Events which record sales for books.
means a user who clicks to the Merchant Site from the Merchant Links.
End User Data
means all information and data of an End User, including, but
not limited to, all tax return data, name, address, telephone number and e-mail
means individual actions such as clicks (the clicking of a link by
an internet user) or sales within each Campaign that are tracked and recorded in
an Axill Transaction Table.
means all industrial and intellectual property rights
existing from time to time including any patents, design rights, registered designs,
trademarks, service marks, copyrights, moral rights, trade secrets, know-how, and
all applications and registrations therefore, and all goodwill associated therewith.
means when a user performs a specified action such as filling out a
form, registering, or downloading from a Merchant's Site.
are the HTML (HyperText Markup Language, the authoring language
used to create documents on the World Wide Web) code and tags provided to the Affiliate
via the Axill Affiliate Manager. These codes are intended to be placed as provided
into the HTML of approved Affiliate websites.
Axill Transaction Table
means a table in Axill's online database that contains
information about visitor actions related to Merchant Links and Affiliates.
means any Event caused by the action of an End User which
is recorded by Axill and written to the Axill Transaction Table.
means the various related content, links, products and services
provided by Axill on or through the Axill Site.
means the Internet World Wide Web presence operated by or for
Axill, located on the Internet through the http://www.axill.com URL (as modified
to comply with the provisions of this Agreement, and future versions, upgrades,
successors and replacements thereof).
means logos, trademarks, trade names, service marks or other identifying
emblems, words or designs of Axill or Merchant , as the case may be, to designate
and identify itself or the particular products or services its offers.
means a person or company that places links into the Axill Site
and agrees to pay Affiliates for promoting their products or website via these links.
means an advertisement in the form of a banner, text link,
or storefront displayed on an Affiliate Site or in an email or newsletter. When
clicked, the link directs the user to a Merchant Site.
means the product(s) or service(s) offered by the Merchant
through the Merchant Site.
means the Internet World Wide Web presence operated by or for
Merchant, (as modified to comply with the provisions of this Agreement, and future
versions, upgrades, successors and replacements thereof).
means when an End User purchases a Merchant Service.
Service Level Minimums
means industry standard service levels for like services,
including, without limitation, standards for supporting online transactions, providing
accurate and secure transmission of personal, credit card and other information.
All other initially capitalized terms shall have the meanings assigned to them in
2.1 Eligible Site(s)
Axill reserves the absolute right to refuse in its sole discretion to affiliate
with any Publisher. The following are examples of sites that are not eligible for
participation: Sites which contain material that infringes the rights of others
(including but not limited to copyright and other intellectual property rights)
or which promotes copyright piracy (i.e., unauthorized MP3s, roms, 'warez', emulators,
or cracks, etc.) Sites with pornography, adult content, sexual or erotic material
or sites that contain links to such content sites with gratuitous displays of violence,
obscene or vulgar language, and abusive content or content which endorses or threatens
physical harm sites promoting any type of hate-mongering (i.e., racial, political,
ethnic, religious, gender-based, sexuality-based or personal, etc.) Sites that participate
in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam) sites
promoting any type of illegal substance or activity (i.e., how to build a bomb,
hacking, 'phreaking', etc.) Sites with illegal, false or deceptive investment advice
and money-making opportunities sites that provide incentives of any nature to require
or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.). Sites
that are under construction or incomplete Sites with extremely low traffic. Sites
with any type of content reasonable public consensus deems to be improper or inappropriate
Sites that contain any content violating Federal privacy laws, including the Children's
Online Privacy Protection Act. At any time Axill may investigate any Site for violation
of this Agreement. Axill regularly performs compliance audits. If Axill determines
that Publisher's Site(s) includes any undesirable content, Axill may discontinue
the Ad campaign upon notice, and Publisher shall immediately cease delivering Advertising
Material on such Site(s) . In no event, will Axill or its Advertisers be obligated
to pay for Advertising Material delivered through Sites containing undesirable content
after Publisher's receipt of such notice from Axill.
2.2 Fraudulent Impressions/Clicks :
Any method to artificially and/or fraudulently inflate the volume of impressions
or clicks is strictly forbidden. Counts of impressions or clicks will be decided
solely on the basis of reports generated by Axill Network. These prohibited methods
include but are not limited to: framing an ad-banner's click-through destination,
auto-spawning of browsers, blind text links, running 'spiders' against the Publisher's
own website, automatic redirecting of users, pop-up windows or any other technique
of generating automatic or fraudulent (as determined by Axill Network, acting reasonably,
or based on industry practices) click-throughs and/or impressions. Advertising Material
may not be placed on a page which reloads automatically. . Publisher may not require
users to click on Advertising Material prior to entering a Web Site or any area
therein or provide incentives of any nature to encourage or require users to click
on Advertising Material. Publisher's clicks-throughs of any link other than Axill's
Advertising Material, or use of any other means of artificially enhancing click
results shall be a material breach of this Agreement
2.3 Termination :
Axill reserves the right to terminate any affiliate account without prior notice
if you are found to be using our services in a manner that could damage or cause
injury to our service or reflect unfavorably on our credibility.The amount earned
by the affiliate through such fraudulent activities would be charged back and returned
to the respective advertisers.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1 Axill's Rights and Obligations
(a) Axill shall meet the Service Level Guarantee.
(b) Axill shall be solely and exclusively responsible for all operation, hosting,
maintenance on the Axill Site.
(c) Axill shall provide automated real-time tracking, reporting and analysis of
every Axill Transaction recorded for the Affiliate.
(d) Axill shall provide weekly commission processing and payment for all qualified/active
3.2 Affiliate's Rights and Obligations
(a) Affiliate shall be solely and exclusively responsible for all operation, hosting,
maintenance on Affiliate Site(s).
(b) Affiliate may not modify Axill Codes without prior written consent from Axill
or the affected Merchant. Affiliate agrees to use the Axill Codes as provided. Affiliate
may not sell, reuse, or divulges any Axill Code, except as is necessary to partake
in the Axill Affiliate Program. Requests for changes to Axill Code(s) should be
sent to in accordance with section 12.7, or directly to the Merchant through other
means including electronic mail.
(c) Affiliate agrees and represents that all information provided for the purpose
of enrolling as an Affiliate will be accurate, complete and current. Affiliate is
responsible for keeping contact information up to date, including but not limited
to financial information and contact emails.
(d) Affiliate represents and warrants that Affiliate Site and content, (i) does
not violate any law or regulation; (ii) does not infringe in any manner any copyright,
patent, trademark, trade secret or other Intellectual Property right of any third
party; (iii) does not breach any duty toward or rights of any person or entity including,
without imitation, rights of publicity or privacy, or has not otherwise resulted
in any consumer fraud, product liability, tort, breach of contract, injury, damage
or harm of any kind to any person or entity; (iv) is not false or misleading; (v)
does not produce, provide or are in any manner related to pornographic products
or services (which Axill shall have complete discretion to define), or their subsidiaries
or foundations funded by such companies whose function is to improve acceptance
of such products by the public; and/or (vi) is neither defamatory, libelous, militant,
hateful, slanderous or threatening. Axill will be responsible for determining, in
its sole and absolute discretion, what acts and omissions violate this policy, and
which acts include activity that is deceptive or fraudulent in nature.
(e) Affiliate may access Merchant material for each Event through the account management
section (http://www.axill.com/affiliate_regi.aspx) Axill reserves the right, in
its sole discretion and without liability, to reject, omit or exclude any Affiliate
or website for any reason at any time, with or without notice to the Affiliate and
regardless of whether such Affiliate Site was previously accepted.
The Affiliate is not barred by this agreement from participating in any other Affiliate
Program offered by an Axill competitor. In addition, with Axill, an Affiliate can
join any Merchant Affiliate Program subject to the approval of that Merchant and
any additional terms and conditions they may specify.
5.1 Commission Fees
Affiliate will receive commission for Events based on the reports from the commission
structure offered by Merchant (as such are offered from time to time) for all approved
5.2 Payment Terms
(a) All payments are based on Axill Transactions as defined, accounted, and audited
(b) All accounts will be settled in U.S. dollars ($US). No checks will be issued
for any amounts less than $100. However, the minimum payment via Skrill (Formerly
known as Money Bookers) is $25 if you opt for Skrill (Formerly known as Money Bookers).
Any amounts less than $25 will carry over to the next week. Every Affiliate account
(where applicable) must have a unique taxpayer identification number (TIN), or Social
Security Number. Payments exceeding six hundred dollars ($600.00) per year will
be made to Affiliate after they provide proper tax identification information.
(c) Affiliate's right to access Affiliate account with Axill is subject to any limits
established by Axill, or its contractors.
(d) Affiliate is responsible for maintaining the correct contact and payment information
associated with Affiliate account. This must be done online using the Axill Affiliate
Manager. Returned or cancelled payment bank/service fees due to any error in Affiliate
contact or payment information are Affiliate's responsibility, and will be deducted
from Affiliate account balance.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS
6.1 By Axill
Axill represents, warrants and covenants that: (i) it has sufficient rights to grant
Affiliate the rights and licenses set forth herein; (ii) to the best of its knowledge,
the Axill Services and the Axill Site do not and will not violate any applicable
law or regulation; (iii) the execution, delivery and performance of this Agreement
by it does not conflict with any agreement to which it is a party or by which it
may be bound; (iv) it has full legal authority to enter into this Agreement and
to carry out the provisions hereof.
6.2 By Affiliate
Affiliate represents, warrants and covenants that: (i) it has sufficient rights
to grant Axill the rights and licenses set forth herein; (ii) to the best of its
knowledge, the Affiliate Services and the Affiliate Site does not and will not violate
any applicable law or regulation; (iii) the execution, delivery and performance
of this Agreement by it does not conflict with any agreement to which it is a party
or by which it may be bound; and (iv) it has full legal authority to enter into
this Agreement and to carry out the provisions hereof.
7. DISCLAIMERS; LIMITATION OF LIABILITY
7.1 Disclaimer of Warranties
Except As Set Forth In Sections 3 and 6, Affiliate's Obligation To Meet Service
Level Minimums, And AXILL's Obligation To Meet A Service Level Guarantee, Neither
Party Makes Any Warranties Of Any Kind, Either Express Or Implied, As To The Affiliate
Service Or The Axill Service Including, But Not Limited To, A Warranty Of Fitness
For A Particular Purpose Or Warranty Of Merchantability.
7.2 Limitation of Liability
Except As Provided In Sections 8 And 9, In No Event Shall Either Party, Or Its Respective
Affiliates, Subsidiaries, Parent Companies Or Their Respective Officers, Directors,
Agents Or Employees, Be Liable To The Other Party For Any Indirect, Incidental,
Special, Exemplary, Potential Or Consequential Damages (Including, Without Limitation,
Loss Of Opportunity, Loss Of Goodwill, Lost Profits Or Lost Revenues) Even If A
Party Has Been Previously Advised Of The Possibility Of Such Damages.
8. FORCE MAJEURE
A party shall not be considered to be in default in the performance of any obligations
under this Agreement when a failure of performance shall be due to an uncontrollable
force. The term "uncontrollable force," as used in this Agreement, shall mean an
unanticipated event which is not reasonably within the control of the affected party
and which by exercise of reasonable due diligence, such affected party could not
reasonably have been expected to avoid, overcome or obtain or cause to be obtained
a commercially reasonable substitute there for. Such causes may include, without
limitation, the following: flood,earthquake,tornado, storm, fire, terrorist attack,
explosion, public emergency, civil disobedience,
labor dispute, labor or material shortage, sabotage, restraint by court order or
public authority (whether valid or invalid), and action or non-action by or inability
to obtain or keep the necessary authorizations or approvals from any governmental
agency or authority; however, no party shall be relieved of its obligations hereunder,
if its failure of performance is due to removable or remediable causes which such
party fails to remove or remedy using commercially reasonable efforts within a reasonable
time period. Either party rendered unable to fulfill any of its obligations under
this Agreement by reason of an uncontrollable force shall give prompt notice of
such fact to the other, followed by written confirmation of that notice, and shall
exercise due diligence to remove such inability with all reasonable dispatch.
9.1 By Affiliate
Affiliate agrees to indemnify, defend and hold harmless Axill and its officers,
directors, employees, agents, successors and assigns from and against any and all
losses, liabilities, damages, penalties and claims and all related costs and expenses
(including reasonable attorneys' fees) related to claims made by third parties against
Axill: (i) alleging that Affiliate's Marks or other Intellectual Property infringe
the patents, copyrights, trademarks or service marks or other Intellectual Property
rights of such third parties; (ii) arising out of or relating to the Affiliate Service
or the Affiliate Marks; or (iii) due to a breach by Affiliate of its warranties,
representations, obligations or covenants or otherwise breaches this Agreement.
The Indemnified Party shall (i) promptly notify the Indemnifying Party in writing
of such suit, claim, or proceeding; (ii) give the Indemnifying Party reasonable
information, assistance and cooperation required to defend such suit, claim, or
proceeding; and (iii) allow the Indemnifying Party to control the defense of any
such action and all negotiations for its settlement or compromise. The Indemnified
Party may be represented in the defense of any such claim, at the Indemnified Party's
expense, by counsel of the Indemnified Party's selection. The Indemnifying Party
shall have no liability for settlements or costs incurred without its consent. The
Indemnifying Party shall not enter into any settlement that imposes liability or
restrictions on the Indemnified Party without the Indemnified Party's prior written
consent, such consent not to be unreasonably withheld or delayed.
10. OWNERSHIP OF USER DATA; CONFIDENTIALITY
Axill and Affiliate agree that any and all information identified by the other as
"Confidential" and/or "Proprietary", or which, under all of the circumstances, ought
reasonably to be treated as Confidential and/or Proprietary, will not be directly
or indirectly disclosed to any third person without the express consent of the other
party for a period of three (3) years following termination of this Agreement and
that neither party will make use of Confidential Information except under the terms
of this Agreement. These confidentiality obligations shall not apply to any information
which: (i) is or subsequently becomes available to the general public other than
through a breach by the receiving party; (ii) is already known to the receiving
party before disclosure by the disclosing party; (iii) is developed through the
independent efforts of the receiving party; (iv) the receiving party rightfully
receives from a third party without restriction as to confidentiality or use; or
(v) is requested pursuant to a subpoena; provided, that the party responding to
such subpoena gives the other party reasonable notice and opportunity to intervene
to quash such subpoena.
10.2 Privacy of Consumer Financial Information
Notwithstanding anything in this Agreement to the contrary, if it is necessary for
Affiliate to disclose any End User Data to Axill for any reason, Axill agrees that
at no time shall Axill use or disclose any such End User Data that Axill may obtain
in connection with this Agreement, except as required by law; provided that nothing
herein shall require Affiliate to disclose End User Data to Axill.
11. TERM OF AGREEMENT AND TERMINATION
If Affiliate is dissatisfied with Affiliate account in the Axill Affiliate Program
or with any of the terms and conditions contained herein, Affiliate's sole and exclusive
remedy is to terminate Affiliate account. Affiliate may cancel participation in
the Axill Affiliate Program at any time by sending notice in accordance with section
The term of this Agreement shall begin on the date the Affiliate applies for an
account and shall continue until terminated by any of the actions enumerated in
This Agreement will terminate in the event of any of the following:
(a) On the tenth (10th) day after a material breach, provided one party gives the
other written notice of a material breach by the other of this Agreement and a request
for a cure, unless the breach is cured before that day;
(b) Immediately once notice of termination by either party is received by the other
party in accordance with section 12.7.
11.3 Effect of Termination
Upon termination of this Agreement, all licenses granted by Affiliate hereunder
shall automatically terminate.
Sections 5 (to the extent the payment obligations accrue prior to termination),
7, 9, 10, 11.3 and 12 shall survive any expiration or termination of this Agreement.
Axill reserves the right, at its sole discretion to suspend the Affiliate if it
suspects a material breach of section 3.2. If Axill takes action to suspend, Axill
may do so immediately, but Axill is not relieved of its obligation to notify the
Affiliate per section 11.2(a).
12.1 Choice of Law
The Parties agree that this Agreement shall be governed by and interpreted in accordance
with the laws of the State of New Jersey (including by not limited to the Uniform
Electronic Transactions Act as enacted in New Jersey), without regard to conflict
of laws provisions thereof. Furthermore, the parties agree that any dispute (including
litigation) that arises between the parties shall have its venue in the state or
federal courts of New Jersey.
Affiliate may not assign all or any portion of this Agreement without the prior
written consent of Axill, which consent may be withheld at Axill's sole discretion.
12.3 Relationship of the Parties
No partnership, joint venture, employment, agency, franchise, or other form of agreement
or relationship is intended by this Agreement. The parties shall be independent
contractors for all purposes in connection with this Agreement.
12.4 Entire Agreement
The parties agree that this Agreement constitutes the entire agreement between the
parties as of the date hereof with respect to the subject matter hereof and supersedes
all prior and contemporaneous communications, whether oral or written. The parties
agree that this Agreement may be modified or amended from time to time hereafter
by Axill as it deems necessary and Affiliate agrees (in consideration for Axill
agreeing to continue doing business with Affiliate) to be bound by such amendments,
however, no such modification or amendment shall act to increase any financial obligation
which Affiliate may otherwise have to Axill pursuant to this Agreement.
12.5 Press Releases
Neither party shall issue any press release or announcement relating to the relationship
contemplated by this Agreement without the prior written consent of the other party.
This Agreement may be executed in one or more counterparts, each of which shall
be deemed an original, but all of which taken together shall constitute one and
the same instrument.
All notices, requests, consents, and other communications under this Agreement from
Affiliate shall be in writing and shall be deemed delivered (i) two business days
after being sent by registered or certified mail, return receipt requested, postage
prepaid or (ii) one business day after being sent via a reputable nationwide overnight
courier service guaranteeing next business day delivery. If from Axill to Affiliate,
immediately upon electronic mail to the primary contact email address is deemed
an acceptable means of notification. In each case to the intended recipient as set
If to Affiliate by electronic mail to the primary contact e-mail address,
If to Axill, at 100 Spear Street, Suite 930, San Francisco, CA 94105, USA. Attention:
Via electronic mail using the form available at http://www.axill.com/contactus.aspx
or at such other address or addresses
as may have been furnished in writing by Axill to the other Party in the manner
set forth in this section as deemed appropriate.
12.8 Section Headings
Section headings are for descriptive purposes and shall not be used to interpret
the meaning of this Agreement.
12.9 Attorneys' Fees
If either party fails to pay any amounts due under this Agreement or otherwise breaches
this Agreement and the non-breaching party retains an attorney to collect such amounts
or remedy such breach, then the breaching party shall be obligated to pay any amounts
due herein including said non-breaching reasonable attorneys' fees incurred in collecting
such amounts and court costs.
No delay or omission of either party in exercising any right accruing upon any default
of the other party shall impair any such right or be construed to be a waiver thereof,
and every such right may be exercised at any time during the continuance of such
default. A waiver by either of the parties of a breach or a default under any of
the terms and conditions of this Agreement by the other party shall not be construed
to be a waiver thereof. A waiver by either of the parties of a breach or a default
under any of the terms and conditions of this Agreement by the other party shall
not be construed to be a waiver of any subsequent breach or default of any other
term or condition of this Agreement. No remedy provided in this Agreement.
13 CPM Offers
CPM offers (banners, skyscrapers and leader boards) must be placed above the fold
of your site's Web pages. You may not run the ad code at the bottom of the pages.
All CPM statistics shown are subject to auditing.
CPM payments are made on a net 30 basis, with the minimum threshold of $ 25 for
Paypal/Skrill (Formerly known as Money Bookers), $100 for Check payment and $ 500
for wire transfer.
Axill reserves the right to terminate the publisher if the revenue generated by
the publisher is less than $2 per month or if Axill finds any artificial and/or
fraudulent methods used to inflate the volume of impressions or clicks then Axill
has right to terminate the publisher. Impressions may trail up to 24 hours.
Advertiser Terms & Conditions
Axill reserves the absolute right to refuse the Advertiser Campaign which contain
material that infringes the rights of others (including but not limited to copyright
and other intellectual property rights) or Spyware / Malware related.
Campaigns with pornography, adult content, sexual or erotic material or that contain
links to such content sites with gratuitous displays of violence, obscene or vulgar
language, and abusive content or content which endorses or threatens physical harm.
Campaigns promoting any type of hate-mongering (i.e., racial, political, ethnic,
religious, gender-based, sexuality-based or personal, etc.) are not acceptable.
At any time Axill may investigate any Campaign for violation of this Agreement.
Axill regularly performs compliance audits. If Axill determines that Advertisers
campaign includes any undesirable content, Axill may discontinue the Ad campaign
with or without notice to the Advertiser.
- The Payment must be received no later than the "due date" printed on the invoice
sent to the Advertiser. If the date of payment is not a banking day, the due date
shall be transferred to the next banking day following.
- Date of which payment must be received by Axill (hereinafter referred to as "DUE
DATE"). Unless otherwise specified in an IO, signed by Axill, payment terms are
NET30, by either wire or paypal. NET 30, means a maximum of 30 days after the invoice
date as stated on the invoice from Axill. The invoices from Axill will also contain
the "due date" for that specific payment.
- In case Axill did not receive the payment from the Advertiser on the DUE DATE, then
one day after the DUE DATE the Advertiser will receive a first reminder from Axill
with a message that the DUE date has passed. After one week the Advertiser will
receive a second reminder from Axill with a message that the DUE date has passed.After
15 days of Due Date the Advertiser will receive a third and last reminder from Axill
with a message that the DUE date has passed. This message will also receive a warning
that this is the last chance to settle the balance between Advertiser and Axill
without additional costs and consequences. After third reminder, Axill will be forced
to turn the account over to our attorneys for collection. In accordance with our
credit and collection policies, all costs of collection will be added to the balance
on your account.
Mobile Terms and Conditions:
RISK OF LOSS:
All items purchased from Axill are made pursuant to a shipment contract. This means
that the risk of loss and title for such items pass to you upon our delivery to
Axill attempts to be as accurate as possible. However, Axill does not warrant that
product descriptions or other content of this site is accurate, complete, reliable,
current, or error-free. If a product offered by Axill itself is not as described,
your sole remedy is to return it in unused condition.
Except where noted otherwise, the List Price displayed for products on our website
represents the full retail price listed on the product itself, suggested by the
manufacturer or supplier, or estimated in accordance with standard industry practice;
or the estimated retail value for a comparably featured item offered elsewhere.
The List Price is a comparative price estimate and may or may not represent the
prevailing price in every area on any particular day. For certain items that are
offered as a set, the price can be negotiable and PO can be raised on the negotiated
With respect to items sold by Axill, we cannot confirm the price of an item until
you order. If an item's correct price is higher than our stated price, we will,
at our discretion, either contact you for instructions before shipping or cancel
your order and notify you of such cancellation. This policy applies only to products
sold and shipped by Axill.
DISCLAIMER OF WARRANTIES AND LIMITATION
Axill makes no WARRANTIES of any kind,express or implied,as to the operation of
the mobile selling sub domain. You expressly agree that your use of this site is
at your sole risk.