Radiant Advocate Program Operating Terms & Conditions
This Radiant Advocate Program Operating Terms & Conditions (the "T&Cs") is made and entered into by and between and Vivanti Executive Advantage, Inc. (Trade name: Vivanti Executive Advantage, Inc.`` or''we ``), and you, ("you" or "Radiant Advocate") the party submitting an application to become a Vivanti Executive Advantage, Inc. Radiant Advocate. The terms and conditions contained in this Agreement apply to your participation with [Link to Radiant Advocate Program] ("Radiant Advocate Program").
Each Radiant Advocate Program campaign (a "Campaign") may be for any campaigning by Vivanti Executive Advantage, Inc. or a third party (each such third party a "Customer") and may link to a specific website for that particular Campaign ("Program Web Site"). Furthermore, each Campaign may have additional terms and conditions on pages within the Radiant Advocate Program and are incorporated as part of this Agreement. By submitting an application or participating in a Campaign, you expressly consent to all the terms and conditions of this Agreement.
I. Enrolment in the Radiant Advocate Program
You must accurately complete the application to become an Radiant Advocate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Radiant Advocate Program, within five (5) business days. We may accept or reject your application at our sole discretion for any reason.
II. Obligations of the Parties
Subject to our acceptance of you as an Radiant Advocate and your continued compliance with the terms and conditions of this Agreement, Vivanti Executive Advantage, Inc. agrees as follows:
1. We will make available to you via the Radiant Advocate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). The Links will serve to identify you as a member of our Radiant Advocate Program and will establish a link from your Media to the Program Web Site.
2. We will pay Radiant Advocate for each Qualified Action (the "Commission"). A "Qualified Action" means an individual person who
(i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, places an order on the Program Website and completes the payment transaction through the various modes of payment.,
(ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person,
(iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by Vivanti Executive Advantage, Inc., and;
(v) is not later determined by Vivanti Executive Advantage, Inc. to be fraudulent, incomplete, unqualified or a duplicate.
3. Payment of Earnings.
A. For payment to be processed, Advocates must have provided their complete and correct payout account details and need to have accumulated earnings of at least 1,000php at the time of payment processing.
B. Payments are released by the 23th of the month +1-3 working days (in the event of a holiday).
C. A notice of payment will be sent via email no later than the 20th of the month.
4. Payment for Commissions is dependent upon Customers completing the payment transaction and providing such funds to Vivanti Executive Advantage, Inc., and therefore, you agree that Vivanti Executive Advantage, Inc. shall only be liable to you for Commissions to the extent that Vivanti Executive Advantage, Inc. has received such funds from the Customers. You hereby release Vivanti Executive Advantage, Inc. from any claim for Commissions if Vivanti Executive Advantage, Inc. has not received such funds from the Customers.
5. You will find your invoice in your Radiant Advocate account that contains all Commissions payable under this Agreement and Vivanti Executive Advantage, Inc. shall remit payment to Radiant Advocate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Vivanti Executive Advantage, Inc. in its sole discretion. In the event that Radiant Advocate disputes in good faith any portion of an invoice, Radiant Advocate must submit that dispute to Vivanti Executive Advantage, Inc. in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Radiant Advocate does not dispute the invoice as set forth herein, then Radiant Advocate agrees that it irrevocably waives any claims based upon that invoice. In the event that Radiant Advocate is also tracking Qualified Actions and Radiant Advocate claims a discrepancy, Radiant Advocate must provide Vivanti Executive Advantage, Inc. with Radiant Advocate's reports within three (3) days after 30th day of the calendar month, and if Vivanti Executive Advantage, Inc.' and Radiant Advocate's reported statistics vary by more than 10% and Vivanti Executive Advantage, Inc. reasonably determines that Radiant Advocatehas used generally accepted industry methods to track Qualified Actions, then Vivanti Executive Advantage, Inc. andRadiant Advocate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then Vivanti Executive Advantage, Inc.'s numbers shall govern.
6. If Radiant Advocate has an outstanding balance due to Vivanti Executive Advantage, Inc. under this Agreement or any other agreement between the Radiant Advocate and Vivanti Executive Advantage, Inc., whether or not related to the Radiant Advocate Program, Radiant Advocate agrees that Vivanti Executive Advantage, Inc. may offset any such amounts due to Vivanti Executive Advantage, Inc. from amounts payable to Radiant Advocate under this Agreement.
7. Radiant Advocate also agrees to:
(a) Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, the Radiant Advocate’s Media.
(b) Ensure that all materials posted on your Media or otherwise used in connection with the Radiant Advocate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party and (iii) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Vivanti Executive Advantage, Inc. informs you that it considers objectionable (collectively, "Objectionable Content").
(c) Not make any representations, warranties or other statements concerning Vivanti Executive Advantage, Inc. or Customers or any of their respective products or services, except as expressly authorized herein.
(d) Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by Vivanti Executive Advantage, Inc. or Customers or a part of the Program Web Site, without prior written permission from us.
(e) Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.
(f) Comply with the terms, conditions, guidelines and policies of any third party services used by Radiant Advocate in connection with the Radiant Advocate Program, including but not limited to, email providers, social networking services and ad networks.
(g) Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Radiant Advocate Program and the provision of such personally
identifiable information to Vivanti Executive Advantage, Inc. and Customers for use as intended by Vivanti Executive Advantage, Inc. and Customers.
(h) Always prominently post and make available to end-users any terms and conditions in connection with the Campaign set forth by Vivanti Executive Advantage, Inc. or Customers, or as required by applicable laws regarding such Campaigns.
(i) Make sure to not place Vivanti Executive Advantage, Inc. ads on any online auction platform (i.e. eBay, Amazon, etc).
8. The following additional program-specific terms shall apply to any promotional programs set forth below:
(a) Email Campaigns
i. Radiant Advocate must provide an opt-out link in the email.
ii. Radiant Advocate agrees that failure to provide so and remove all
emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Radiant Advocate Program, possible legal action and any other rights
or remedies available to Vivanti Executive Advantage, Inc. pursuant to this Agreement or otherwise
(b) Advertising Campaigns
No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Vivanti Executive Advantage, Inc. in writing. Any pop-ups/unders used for the Radiant Advocate Program shall be clearly identified as Radiant Advocate served in the title bar of the window and any customer-side ad serving software used by Radiant Advocate shall only have been installed on an end- user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-english end user license agreement and the software be easily removed according to generally accepted methods.
(c) Radiant Advocate Network Campaigns
For all Radiant Advocate's that maintain their own Radiant Advocate networks, Radiant Advocate agrees to place the Links in its Radiant Advocate network (the "Network") for access and use by those Radiant Advocates in Radiant Advocate's Network (each a "Third Party Radiant Advocate"). Radiant Advocate agrees that it will expressly forbid any Third Party Radiant Advocate to modify the Links in any way. Radiant Advocate agrees to maintain its Network according to the highest industry standards. Radiant Advocate shall not permit any party to be a Third Party Radiant Advocate whose web site or business model involves content containing Objectionable Content. All Third Party Radiant Advocates must be in good standing with Radiant Advocate.
Radiant Advocate must require and confirm that all Third Party Radiant Advocates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. The Links must be in the format as communicated to the Radiant Advocate Network. Radiant Advocate shall promptly terminate any Third Party Radiant Advocate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Radiant Advocate with respect to the Links, Radiant Advocate shall promptly disclose to Vivanti Executive Advantage, Inc. the identity and contact information for such Third Party Radiant Advocate.
Radiant Advocate shall promptly remove any Third Party Radiant Advocate from the Radiant Advocate Program and terminate their access to future Campaigns of Vivanti Executive Advantage, Inc. in the Network upon written notice
from Vivanti Executive Advantage, Inc.. Unless Vivanti Executive Advantage, Inc. has been provided with all truthful and complete contact information for a Third Party Radiant Advocate and such Third Party Radiant Advocate has affirmatively
accepted this Agreement as recorded by Vivanti Executive Advantage, Inc., Radiant Advocate shall remain liable for all acts or omissions of any Third Party Radiant Advocate.
9. Radiant Advocate shall be prohibited to engage in any of the following:
(a) Utilising search engine optimisation for brand bidding using Vivanti Executive Advantage, Inc.’s brand name and any or all of its misspellings;
(b) Utilising search engine optimisation to include Vivanti Executive Advantage, Inc.’s URL in the display URL;
(c) Utilising search engine optimisation to include Radiant Advocate Links in the destination URL;
(d) Engaging in any and/or all direct marketing strategies through Facebook including paid advertisements utilising Vivanti Executive Advantage, Inc.’s brand; and
(e) Partaking in online marketing campaigns in any and/or all of the following: Radiant Advocate Networks, Torrent sites, Streaming sites, Adult sites, websites promoting abusive, erotic, extremist, radical-political content, sites with content unsuitable for adolescents, Links on other websites, pop-unders or pop-ups, cookie dropping.
10. Vivanti Executive Advantage, Inc. shall not campaign any Commissions to Radiant Advocate on orders which
are returned by its customers, any invalid orders or any orders which involved using the Vivanti Executive Advantage, Inc. BRAND AMBASSADOR PROGRAM voucher code or the codes not communicated to the Radiant Advocates. In the event of partial returns of orders, Vivanti Executive Advantage, Inc. shall extend Commissions only on that part of the order which is successfully completed and has not been returned. For the avoidance of doubt there shall be no Commissions payable on any returned part of an order.
III. Confidentiality
Except as otherwise provided in this Agreement or with the consent of Vivanti Executive Advantage, Inc. , you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our Radiant Advocates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Radiant Advocate Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Radiant Advocate shall not use any information obtained from the Radiant Advocate Program to develop, enhance or operate a service that competes with the Radiant Advocate Program, or assist another party to do the same.
IV. Limited License & Intellectual Property
1. We grant you a non-exclusive, non-transferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Radiant Advocate Program and assisting in increasing sales through the Program Website.
2. You may not alter, modify, manipulate or create derivative works of the Links or any Vivanti Executive Advantage, Inc. graphics, creative, copy or other materials owned by, or licensed to, Vivanti Executive Advantage, Inc. in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Radiant Advocate Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Vivanti Executive Advantage, Inc.'s trademarks, service marks, copyrights, patents or trade secrets. You agree that Vivanti Executive Advantage, Inc. may use any suggestion, comment or recommendation you choose to provide to Vivanti Executive Advantage, Inc. without compensation. All rights not expressly granted in this Agreement are reserved by Vivanti Executive Advantage, Inc..
V. Termination
This Agreement shall commence on the date of our approval of your Radiant Advocate Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Radiant Advocate Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Campaigns or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Campaigns or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all Vivanti Executive Advantage, Inc. or Customer intellectual property, and will cease representing yourself as a Vivanti Executive Advantage, Inc. or Customer Radiant Advocate for such one or more Campaigns. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
VI. Remedies
In addition to any other rights and remedies available to us under this Agreement Vivanti Executive Advantage, Inc. reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) Vivanti Executive Advantage, Inc. determines that you have violated this Agreement, (ii) Vivanti Executive Advantage, Inc. receives any complaints about your participation in the Radiant Advocate Program which Vivanti Executive Advantage, Inc. reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Radiant Advocate Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Vivanti Executive Advantage, Inc. reserves the right to disclose your identity and
contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
VII. Anti-Spam Policy
1. You must strictly comply with the Data Privacy Act( Republic Act 10173 of 2012) the Radiant Advocate Program must include the appropriate party's opt-out link. From time to time, we may request - prior to your sending emails containing linking or referencing the Radiant Advocate Program that you submit the final version of your email to Vivanti Executive Advantage, Inc. for approval by sending it to your Vivanti Executive Advantage, Inc. representative and upon receiving written approval from Vivanti Executive Advantage, Inc. of your email the email may be transmitted to third parties.
2. It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon Vivanti Executive Advantage, Inc.'s approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon Vivanti Executive Advantage, Inc.'s approval.
VIII. Fraud
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other Radiant Advocates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Radiant Advocate Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Vivanti Executive Advantage, Inc. shall make all determinations about fraudulent activity in its sole discretion.
IX. Representations and Warranties
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, Vivanti Executive Advantage, Inc. represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Vivanti Executive Advantage, Inc.'s own business operations or Vivanti Executive Advantage, Inc.' proprietary products or services.
X. Modifications
In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. You continued participation in this Radiant Advocate Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, Vivanti Executive Advantage, Inc. may change, suspend or discontinue any aspect of a Campaign or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Radiant Advocate agrees to promptly implement any request from Vivanti Executive Advantage, Inc. to remove, alter or modify any Link, graphic or banner ad that is being used by Radiant Advocate as part of the Radiant Advocate Program.
XI. Independent Investigation
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Radiant Advocate Program and each Campaign and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Radiant Advocate Program.
XII. Mutual Indemnification
1. Radiant Advocate hereby agrees to indemnify, defend and hold harmless Vivanti Executive Advantage, Inc. and Customer and their respective subsidiaries, Radiant Advocates, partners and licensors, directors,
officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Radiant Advocate herein, (ii) any
misuse by Radiant Advocate, or by a party under the reasonable control of Radiant Advocate or obtaining access through Radiant Advocate, of the Links, Campaigns or Vivanti Executive Advantage, Inc. or Customer intellectual property, or(iii) any claim related to your Media, including but not limited to, the content contained of such Media (except for the Links).
2. Vivanti Executive Advantage, Inc. hereby agrees to indemnify, defend and hold harmless Radiant Advocate and its subsidiaries, Radiant Advocates, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that Vivanti Executive Advantage, Inc. is not authorized to provide you with the Links.
Xiii. Disclaimers
The Radiant Advocate Program And Links, And The Products And Services Provided In Connection Therewith, Are Provided To Radiant Advocate "As Is". Except As Expressly Set Forth Herein, Vivanti Executive Advantage, Inc. Expressly
Disclaims All Warranties, Express, Implied Or Statutory, Including But Not Limited To The Implied Warranties Of
Merchantability, Fitness For A Particular Purpose, And Noninfringement, And Any Warranties Arising Out Of Course Of Dealing, Usage, Or Trade. Vivanti Executive Advantage, Inc. Does Not Warrant That The Radiant Advocate Program Or Links Will Meet Radiant Advocate's Specific Requirements Or That The Operation Of The Radiant Advocate Program Or
Links Will Be Completely Error- Free Or Uninterrupted. Vivanti Executive Advantage, Inc. Expressly Disclaims Any Liability For Any Act Or Omission Of A Customer Or Their Products Or Services. Vivanti Executive Advantage, Inc. Does Not Guarantee That Radiant Advocate Will Earn Any Specific Amount Of Commissions.
Xiv. Limitation Of Liability
In No Event Shall Vivanti Executive Advantage, Inc. Be Liable For Any Unavailability Or Inoperability Of The Links, Program Web Sites, Technical Malfunction, Computer Error, Corruption Or Loss Of Information, Or Other Injury, Damage Or Disruption Of Any Kind Beyond The Reasonable Control Of Vivanti Executive Advantage, Inc.. In No Event Will Vivanti Executive Advantage, Inc. Be Liable for Any Indirect, Incidental, Consequential, Personal Injury / Wrongful Death, Special Or Exemplary
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