AFFILIATE PROGRAM TERMS

What’s important.

You may not use Octoboard Affiliate Program for any illegal or unauthorized purpose. While using either Octoboard, you must not violate any laws in your area/state/country.

Affiliates may not share their Commission, received through Octoboard Affiliate Program, with End Users. Commission cannot be split in any way between you, your employees and any other Third Party, including End Users.

You cannot use and mention in any way:

• (i) Octoboard brand name as a keyword in your advertising campaigns across all search engines, including any misspellings in the brand name;
• (ii) Use Octoboard brand name in the domain name of Your website, including any misspellings of the brand name.

You may not modify the trademarks, banners, the content or any of the images provided to you in any way, without our prior written consent.

Fraud is a serious offense, and will be treated as such. Fraud is defined as any action that intentionally attempts to create sales, leads, or click-through using robots, frames, iframes, scripts, or manually “refreshing” of pages, for the sole purpose of creating Commissions. any attempted fraud or fraud or any harmful action will result in account cancelation and voided commissions.

You cannot spam. We will terminate Your Account on the first offense of spamming. Do not send emails to lists or groups that you do not have permission to send them to. We cannot stress this enough, we will terminate Your Account on the first offense.

You will not receive Commissions for self-referrals and for Affiliates, who violate our Octoboard Affiliate Program Terms. You are also not allowed to refer the company you work for and receive Commissions for that.

Agreement between you and us.

Octoboard Affiliate Program Terms is a legal agreement between Octo Ltd, Dublin, Ireland (“Octoboard”, “we”, “us” or “our”) and you (“Affiliate”, “you”, “your” or “yours”). The purpose of this Agreement is to allow linking between Your website, your marketing activity, etc. and Octoboard.com website. This Agreement is a legal document so the language is necessarily “legalese”, but we have tried to make it as readable as possible.

Definitions.

“Affiliate” means any person or legal entity, which completed the signup process on affiliate. Octoboard.com and became the participant of Octoboard Affiliate Program.

“Octoboard Affiliate Program” is a revenue-sharing program, which Octoboard has developed and operates, where you, the Affiliate, use marketing methods to promote our services and drive traffic to Octoboard.com according to the provisions of this Agreement.

“Commission” means the monetary compensation you receive, according to the Section 7 hereof, for participating in Octoboard Affiliate Program; the Commission consists of percent of your total sale amount. The sale occurs when an End User visits Octoboard.com through a Reference Link and makes payment for Octoboard for Agencies product Subscription.

“Commission Payment” refers to payments systems, through which you can receive your commission. You can currently receive your commission through PayPal. Minimum threshold for PayPal payments is $250. Payments are processed once a month: on the 20th day of each month. If the set day falls on a weekend or public holiday, we reserve a right to make the payment on the first weekday following that weekend or on the first workday, following that public holiday.

“Reference Link” means a link that leads to Octoboard.com and contains your reference ID. You will receive your reference ID only after becoming the participant of Octoboard Affiliate Program.

“Cookie life period” means 60 days from the date of End User’s first arrival on Octoboard.com through Affiliate’s Reference Link according to Octoboard Affiliate Program Terms. You will receive Commission during the period of 60 days for as long as the End User maintains the Subscription on Octoboard.com or until terminated by either party in accordance with these Octoboard Affiliate Program Terms.

“End User” means the authorized actual user of Octoboard Service, who registers for a free/paid account on Octoboard.com.

“Net Revenue” means the initial subscription fee, any renewal fees, and any upgrade or downgrade fees that are actually paid to us by an End User for Octoboard Service onOctoboard.com. Net Revenue shall: (i) be calculated net of any discounts, taxes payable (ii) be calculated including any subsequent refunds to End User.

“Octoboard Service” means the access to online marketing platform, applications and tools, that you view or subscribe for, that are developed, maintained, operated by us, accessible via Octoboard.com.

“Third Party” means any individual or legal entity, other than the party to this Agreement.

“Your Account” means a specific account within the Octoboard Service, where your personal information is stored and where you can track your affiliate activity, including payment information.

“Your website” or “Affiliate website” means the World Wide Web site that you state during the signup process, which is owned or operated by you.

Affiliate rights.

We grant you, subject to the limitations set forth below, a non-transferable, non-exclusive right to:

demonstrate and promote the Octoboard Service to your prospects and customers, and

to provide End Users access to use the Octoboard Service in accordance with this Agreement and the Octoboard Terms and Conditions, provided that End Users agreed to the Octoboard Terms and Conditions. At our discretion, we will provide limited support to all our Affiliates. You can reach us by sending an email to affiliate@octoboard.com. You may place banners or Reference Links within your newsletters, on Your website, or within other web related content.

Affiliate obligations.

You must provide your full legal name, a valid email address, a valid domain name of the website you own or operate and all other information requested in order to complete the signup process on Octoboard.com. All information you provide in your profile must be truthful. You are solely responsible for all the information you provide in Your Account profile and on the website that you own or operate

As an Affiliate, you can only have 1 account. You can list multiple domains in one account, but only one account is allowed.

You will be solely responsible for the development, operation, and maintenance of Your website and for all materials that appear on Your website. You should ensure that materials posted on Your website do not violate or infringe upon the rights of any Third Party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights). You will be solely responsible for the accuracy, truthfulness, and appropriateness of materials posted on Your website. We do not endorse or accept any responsibility for any links, that lead from Your website to any other website apart from Octoboard.com and for any content that can be found by following these links to Third Party websites.

From time to time Octoboard may change Subscription prices, therefore these changes may affect both the commission you will earn and the truthfulness of the information you will provide. We cannot guarantee the availability of subscriptions at the prices that you list on Your website, if they are outdated.

Privacy policy

Octoboard respects the privacy of its users and will not disclose personal information to Third Parties without the express permission from you. You can read our privacy policy here.

Commission payment

To be eligible to earn a Commission, the End User must purchase Octoboard Subscription within the stated cookie life period of coming to Octoboard.com through the Reference Link from Your website, email, or other communications. If a sale occurs after cookie life period expires and the End User has not returned through the Reference Link and purchased the Octoboard for Agencies Subscription, then no Commission shall occur.

Your Commission is equal to 20% (twenty percent) of the total sale amount. Commission Payments are processed once a month: on the 20th day of each month: payments on the 20th day cover sales accrued between the first and last days of the previous month. Commission payments are made every time Your Account balance reaches a minimum threshold of $250 (on hundred and fifty USD). Payments are made with the PayPal systems: We also draw your attention to the fact that the money credited to Your Account does not accrue interest. Commissions are only earned on paid accounts. If the End User cancels or does not pay for Octoboard Subscription after the trial period is over, asks for a refund or uses limited free registration, no Commissions will accrue. Commission structure is subject to change at our discretion.

Commissions earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods will be voided. Fraudulent activities will also result in immediate account cancelation.

Affiliates will not receive commission for sales of Octoboard products to End Users who are their existing clients.

All statistics are collected and calculated by Octoboard, and will be the only valid statistics used for determining Commissions.

Chargeback fee will be deducted from your earned commission.

Recurring commissions and cookie duration

We will pay you Commission for as long as the End User maintains a Subscription on Octoboard.com and their cookie life is valid, provided that you remain eligible to receive a Commission pursuant to Octoboard Affiliate Program Terms. If at any time the End User account is cancelled, suspended or refunded, you will become ineligible to receive Commission on any future fees collected from that End User.

Account termination

This Agreement starts upon Your Account confirmation through the confirmation link in e-mail you receive during the sign up process on affiliate Octoboard.com. The Agreement ends when terminated by either party in accordance with these Octoboard Affiliate Program Terms. If you fail, or Octoboard suspects that you have failed, to comply with any of the provisions of this Agreement, Octoboard, at its sole discretion, without notice to you, may terminate this Agreement.

Termination of this Agreement will result in the deactivation or deletion of Your Account or your access to Your Account, and the forfeiture and relinquishment of all potential or to-be-paid Commissions in Your Account if they were earned through fraudulent, illegal, or overly aggressive, questionable sales or marketing methods.

Publicity

The Affiliate is not permitted to use any of the content of any websites owned and/or operated by Octoboard without written consent and the Affiliate shall not frame any pages or parts of any pages of the Octoboard.com or any other website nor will the Affiliate create the impression that the Affiliate website is Octoboard.com or any part of Octoboard.com. The Affiliate agrees not to make any representations and/or give any warranties and/or guarantees relating to Octoboard Services and/or their efficacy other than those given by Octoboard and/or as otherwise approved by us in writing.

Affiliate indemnification obligations

You shall defend, indemnify and hold Octoboard harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys’ fees) incurred, claimed or sustained by Third Parties, directly or indirectly as a result of

• (i) your breach of or non-compliance with this Agreement,
• (ii) your violation of any law, or an alleged violation of law by Octoboard, that is a direct or indirect result of your use of the network service,
• (iii) your use of the network service,
• (iv) your participation in any program,
• (v) any content, goods or services offered, sold or otherwise made available by you to any person,
• (vi) your acts or omissions in using, displaying or distributing any internet links obtained from the network service or elsewhere, including but not limited to your use of internet links via email distribution,
• (vii) any claim that Octoboard is obligated to pay tax obligations in connection with payment made to you pursuant to this Agreement, and
• (viii) any violation or alleged violation by you of any rights of another, including breach of a person’s or entity’s intellectual property rights (each (i)-(viii) individually is referred to hereinafter as a “Claim”).

Should any Claim give rise to a duty of indemnification under this Section, Octoboard shall promptly notify you, and Octoboard shall be entitled, at its own expense, and upon reasonable notice to you, to participate in the defence of such Claim. Participation in the defense shall not waive or reduce any of your obligations to indemnify or hold Octoboard harmless. Affiliate shall not settle any Claim without Octoboard prior written consent. You also shall indemnify for any reasonable attorneys’ fees or other costs incurred by an indemnified party in investigating or enforcing this Section. In the context of this Section only, the term “Octoboard” shall include officers, directors, employees, corporate affiliates, subsidiaries, agents, and subcontractors.

Authority

Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party’s behalf. If you are an individual, you represent and warrant that you were at least 18 years of age on the effective date of this agreement.

Non-infringement warranties

You represent and warrant that:

you have all appropriate authority to operate, and to post any and all content on, Your website(s);

you have all appropriate rights to promote with any promotional method you may choose to use;

Your website(s) and your promotional methods do not and will not infringe a Third Party’s or Octoboard proprietary rights; and

you shall remain solely responsible for any and all websites owned and/or operated by you and all of your promotional methods. Octoboard may or may not review all content on Your website or used by you in your promotional methods.

Disclaimer of warranties

To the fullest extent permissible pursuant to applicable law, Octoboard disclaims all warranties implied, including, but not limited to:

Merchantability, fitness for a particular purpose or non-infringement of third party rights,

That there are no viruses or other components

That Octoboard security methods will be sufficient

Regarding correctness, accuracy, or reliability, or

Against interference with enjoyment of affiliate the publisher’s information or website. all information and computer programs provided to you in the course of this agreement are provided with all faults, and the entire risk as to satisfactory quality, performance, accuracy, and effort is with you. Octoboard is, under no circumstances, responsible for the practices, acts or omissions of any affiliate, or affiliate website(s), and/or the content of affiliate website or that the affiliate makes available through the network service.

Limitation of liabilities

Any obligation or liability of Octoboard under this agreement shall be limited to the total of your commissions paid to you by us under this agreement during the year preceding the claim. no action, suit or proceeding shall be brought against the other party to this agreement more than one year after the termination of this agreement. you agree that Octoboard shall not be liable to you, or any third party (including but not limited to a claim by another affiliate or any third party of the network service), for any consequential, exemplary, special, incidental, or punitive damages, including, but not limited to, loss of goodwill, lost profits, business interruption, loss of programs or other data, even if advised of the possibility of such damages or claim

The Affiliate accepts that the operation of the Octoboard Affiliate Program, Reference Links or the Octoboard.com may not be completely free of interruption, errors or omissions and Octoboard is not liable for the consequences of any interruptions or errors in the performance or content of the Octoboard.com or Reference Links.

Remedies

No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

Miscellaneous

Headings and References. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.

Relationships. You and Octoboard are independent contractors, and nothing in these Octoboard Affiliate Program Terms will create any partnership, joint venture, agency, franchise, sales representatives, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your website or otherwise, that reasonably contradict anything in these Octoboard Affiliate Program Terms.

Choice of Law/Attorneys’ Fees. This Agreement is governed by the laws of the Republic of Ireland.

Place of control. Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.

Headings and References. Octoboard controls and operates its website from its offices in the Ireland and access or use where it is illegal is prohibited.

Third Party Disputes. In the event of a Third Party claim against either: (i) Octoboard intellectual property; or (ii) against Octoboard right to offer any service or good on Octoboard.com, or if, in Octoboard opinion, such a claim is likely, Octoboard shall have the right, at its sole option and in its sole discretion, to (a) secure the right at Octoboard expense to continue using the intellectual property or good or service; or (b) at Octoboard expense replace or modify the same to make it non-infringing or without misappropriation.

Tax Status and Obligations. Octoboard is not obligated to and shall not provide you with tax and/or legal advice. Octoboard undertakes no duty to investigate or research your tax status and/or obligations, and such research and investigation is solely your responsibility. You are obligated to independently assess and comply with all relevant tax and legal requirements, and you are responsible for your own sales tax collection and reporting obligations arising from Commission income. If Octoboard provides you with information, that information shall not be deemed tax or legal advice, and Octoboard shall not be responsible for the accuracy of such information.

Severability. If any provision of these Octoboard Affiliate Program Terms is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of Octoboard Affiliate Program Terms shall remain in full force and effect. You and us shall in good faith attempt to modify any invalidated provisions to carry out the stated intentions in Octoboard Affiliate Program Terms.

Waiver. The waiver of any breach of any provision under this Agreement by you or by us shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.

Marketing. You agree that Octoboard may identify you as a Octoboard Affiliate and may use your name and/or logo solely for such purpose in its marketing materials. Any other uses of your name and/or logo not otherwise described or contemplated herein shall require your prior written consent.

Amendment. Octoboard have the right to change, modify or amend (“Change”) these Octoboard Affiliate Program Terms, in whole or in part, by posting a revised Octoboard Affiliate Program Terms on Octoboard.com. Your continued use of the Octoboard Service after the date of such change shall be deemed your acceptance of the revised Octoboard Affiliate Program Terms. The information about the previous versions of Octoboard Affiliate Program Terms you can find on Octoboard.com.

Assignment and Acknowledgement. You confirm that you have read, acknowledge and agree to all the terms and conditions of Octoboard Affiliate Program Terms. You acknowledge that you have independently evaluated the desirability of accepting Octoboard Affiliate Program Terms and are not relying on any representation, guarantee, or statement other than as set forth in Octoboard Affiliate Program Terms. Neither party may assign this Agreement without the prior express written permission of the other party.

Notices. All notices, requests, claims, demands and other communications regarding these Octoboard Affiliate Program Terms are welcomed and should be addressed to: affiliates@octoboard.com