Affiliate Marketing Program Terms & Conditions

Generally

This AFFILIATE MARKETING PROGRAM TERMS AND CONDITIONS agreement (this “Agreement”) describes the terms and conditions for participation in the Autire Affiliate Marketing Program (the “AMP”). By participating in the AMP, you (the “Affiliate”) agree to the terms hereof, as they may be amended from time to time. In this Agreement, the term “Affiliate” refers to you, the AMP applicant and/or participant. In this Agreement, “Autire” refers to Autire Technologies, LLC, a Texas limited liability company.

Modification

We may modify any of the terms and conditions within this Agreement at any time and at our sole discretion. These modifications may include, but not limited to, changes in the scope of available commissions/referral fees, services, products, member fees, payment procedures and AMP rules. If any of the modifications are unacceptable to you, your only recourse is to terminate this Agreement. If you CONTINUE PARTICIPATION IN THE PROGRAM, it will be considered as your acceptance of the changes.

Enrollment and Services

To enroll in the AMP, you must submit an Affiliate application and be approved. Applications are processed as soon as reasonably possible and applicants will be notified of their acceptance status as soon as possible after their information is reviewed and a decision is made by Autire, in its sole discretion. Affiliate hereby grants Autire the right to use Affiliate’s logo, name, likeness, and images as long as Affiliate participates in the AMP, and for a reasonable time thereafter.

Referral Fees

Affiliates will be entitled to receive three percent (3.0%) of Net Revenue (the “Referral Fee”) received by Autire from referred subscribers (“Customers”) for as long as the Customer continuously remains a subscriber, up to a maximum of thirty six (36) months (the “Referral Period”). To be entitled to a Referral Fee, your AMP Coupon Code must be used when the Customer initially subscribes. “Net Revenue” shall mean total Customer subscription revenue actually received by Autire, less transaction costs (e.g., credit card fees, etc.), refunds, discounts, offsets, commissions and other expenses. If the Affiliate ceases to be an Autire user for any reason, Autire will owe no further Referral Fees

Payment

Referral Fees are to be paid per calendar quarter, unless total Referral Fee for the prior quarter is less than $100, in which case it will roll over to subsequent quarters until the total accrued Referral Fee exceeds $100. Referral Fees may be offset against any amounts owed to Autire by Affiliate, as well as for any refunds or chargebacks Autire pays to subscribers referred by Affiliate. Autire may, at is sole discretion, pay Affiliates via check, via bank or wire transfer, or via Zelle, Venmo, PayPal or similar Affiliate payment account. If the Affiliate’s mailing address or payment account information changes, it is the responsibility of the Affiliate to notify Autire to ensure proper Referral Fee payments. We will only resend payments returned due to incorrect payment information once. Thereafter, the current Referral Fee is forfeit, this Agreement is deemed terminated, and Autire will have no further obligation to pay Affiliate any further Referral Fees for current or future Customers.

AMP Coupon Code

You will be issued a special coupon Code (“AMP Coupon Code”) once you become an approved member of the Autire AMP which will be unique to you and which will allow you to grant special promotional rates to your referred prospects. The AMP Coupon Code is the only way Autire will identify your referred Customers and is required to be used by Customers at initial signup in order to qualify you for a Referral Fee. It is your responsibility to ensure all referred Customers use the Coupon Code at their initial signup for Autire products of services. Otherwise, no Referral Fee will be earned or owed to you.

Autire Services

Autire will be solely responsible for providing its products and services to Customers. Affiliates are not authorized to collect payments or sell any Autire products or services from other websites as a “reseller” and no “resale” rights are granted in ANY way. Autire will also be solely responsible for all customer service inquires. All Affiliates understand and acknowledge that no physical products will be shipped. Customers who purchase services through the Autire AMP will be deemed to be customers of Autire. Accordingly, all Autire terms of sale, policies, and operating procedures concerning customer orders and service will apply to those customers. We may change our policies and operating procedures at any time. Prices and availability of our products and services may vary from time to time. Autire will always determine the price paid by the customer.

Qualifying Sites

Subject to Autire’s prior written approval, Affiliate may promote Autire’s services via Affiliate’s web site(s) and social media accounts. Autire reserves the right to refuse Affiliate’s marketing of Autire services on any site based on site content. Sites that do not qualify for the AMP include sites which:

• Promote sexually explicit materials
• Promote violence
• Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
• Promote illegal activities
• List coupon codes or discounts that were NOT officially provided to them by Autire. Want to promote a coupon? Contact us and we can work with you. You may NOT promote coupon codes you may have found elsewhere online. Doing so can result in the termination of your Affiliate account and withholding of Affiliate payments for violating our Agreement.
• Infringe or otherwise violate any copyright, trademark, or other intellectual property rights of Autire or any other person or site.

Permitted Usage

Affiliates are permitted to use the graphical banners and design resources provided or approved by Autire.

Prohibited Usage

The following cases prohibited and are grounds for immediate termination of the Affiliate account.

• Absent express prior written approval from Autire, Affiliates MAY NOT use the Autire logo, marks or other Autire product website/branding imagery in a header graphic or in any way as to indicate they are officially affiliated or partnered with Autire.
• Affiliates MAY NOT promote coupons that were not provided to them by Autire. You may NOT promote coupon codes you may have found elsewhere online. Doing so can result in the termination of your Affiliate account and withholding of Affiliate payments for violating our Agreement.
• Affiliates MAY NOT host or promote “coupon stacking” sites where customers may combine coupons to receive additional discounts.
• Absent express prior written approval from Autire, Affiliates will not post their AMP Coupon Code online or on social media nor otherwise make it available or known to the general public.
• Affiliates MAY NOT use their assigned AMP Coupon Code on personal orders. Doing so will result in the immediate termination of your Affiliate account and your order will be canceled.

Autire Anti-Spam Policy

Autire strictly prohibits Affiliates from using spam e-mail and other forms of Internet abuse (including spamming forums, blogs, Twitter, Facebook and other social media outlets) to seek sales. Spam is defined as including, but not limited to, the following:

• Electronic mail messages addressed to a recipient with whom the sender does not have an existing business or personal relationship or is not sent at the request of, or with the express consent of, the recipient through an opt in subscription;
• Messages posted to forums, Twitter, Facebook and message boards that are off-topic (unrelated to the topic of discussion), cross-posted to unrelated newsgroups, posted in excessive volume, or posted against forum/message board rules. Be conscious of forum rules! If a forum owner or moderator complains that an Affiliate has spammed, the Affiliate account may be permanently terminated after investigation.
• Content posted on free blog websites for the sole purpose of keyword spamming, or comments posted to legitimate blogs that violate the comment policy of the blog owner.
• Solicitations posted to chat rooms, or to groups or individuals via Internet chat or “Instant Messaging” system;
• Certain off-line activities that, while not considered Spam, are similar in nature, including distributing flyers or leaflets on private property or where prohibited by applicable rules, regulations, or laws.

Autire, may undertake, at its sole discretion and with or without prior notice, the following enforcement actions:

• Account Termination: Upon the receipt of a credible complaint, the Autire AMP manager may investigate the complaint, and if necessary, will then terminate the Affiliate account of the individual implicated in the abuse. Termination results in the immediate closure of the member and Affiliate account, the loss of all referrals, and the forfeiture of any unpaid money on account. At Autire’s discretion, termination may not only result in being banned from the AMP but also being banned from ANY other internal AMPs.

Relationship of Parties

Affiliates are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. Affiliates have no authority to make or accept any offers or representations on our behalf. Affiliates will not make any statement, whether on their sites or otherwise, that reasonably would contradict this statement.

Term and Termination

The term of this Agreement will begin when you accept and will end on the earlier to occur of: (ii) termination by either partner for any reason upon thirty day’s written notice; Upon the termination of this Agreement for any reason, all licenses granted hereunder shall immediately terminate and you will immediately cease use of, and remove from Affiliate’s Web Site, all links to the Autire websites, and all Autire trademarks and logos, other Autire marks and all other materials provided in connection with this program. For up to two years after the date of termination or the expiration of the Referral Period, whichever is earlier, Autire will continue to pay and Referral Fees that accrue to Affiliate for Customers referred by Affiliate who join Autire prior to the termination date unless the Affiliate is terminated for Cause. If Affiliate is terminated form the AMP for Cause, no Referral Fees will be paid to Affiliate after termination and the Referral Period will be deemed to have ended on the termination date. “Cause” shall mean that the Affiliate is terminated from the AMP for a material violation or breach of this Agreement, as determined by Autire, in its sole discretion.

Limitation of Liability

Autire will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, expenditures or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total Referral Fees paid or payable to the Affiliate under to this Agreement for the six months immediately preceding the date the claim arose.

Disclaimers

We make no express or implied warranties or representations with respect to the AMP or an Affiliate’s potential to earn income from the AMP. In addition, we make no representation that the operation of the websites or the Affiliate links will be uninterrupted or error-free, and Autire will not be liable for the consequences of any interruptions or errors.

Miscellaneous

Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement. If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect. By signing up with the Autire AMP, you acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement. This Agreement is to be interpreted in accordance with Texas law, without regard to conflicts of laws. Affiliate agrees that any disputes related to the AMP or this Agreement will be resolved exclusively by a court of competent subject matter jurisdiction located in Dallas County, Texas.

Exclusivity

While Affiliate is participating in the AMP and for two years thereafter, Affiliate will not market, offer, promote, sell, or deliver any services that compete with Autire.

Conduct

In the event Affiliate commits any act which shocks or offends widely-held standards of public morality which, in the sole judgment of a Autire, would have a significant adverse effect upon the Affiliate’s endorsement of Autire and/or its products, Autire may terminate Affiliate for Cause.

Confidential Information/IP

Autire will retain all right, title and interest in and to its confidential information and all intellectual property, including copyright rights (including, but not limited to, the exclusive right to use, reproduce, modify, distribute, publicly display and publicly perform the copyrighted work), trademark rights (including, but not limited to, trade names, trademarks, service marks, and trade dress), patent rights (including, but not limited to, the exclusive right to make, use and sell), trade secrets, rights of publicity, authors’ rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, regardless of whether such rights arise under the laws of the United States or any other state, country or jurisdiction (collectively, the “Intellectual Property” and rights therein, the “Intellectual Property Rights”). Title to any and all confidential information and Intellectual Property of Autire, which has been furnished or provided to Affiliate in furtherance of this Agreement and the provision of services hereunder, shall remain in Autire; and the delivery of any such Intellectual Property or Confidential Information shall not be deemed or construed to grant to Affiliate, or to any other third party, any rights therein. Autire hereby grants to Affiliate a non-exclusive license to use the Intellectual Property solely in association with the AMP. To the extent that any change, modification, improvement or amendment by the Affiliate to any Autire Property qualify as a “work for hire” under 17 U.S.C. §101, such change, modification, improvement or amendment shall constitute a “work for hire” prepared for Autire pursuant to 17 U.S.C. §201.Upon any termination or expiration of this Agreement, the Affiliate shall immediately cease the use of and, in Autire’ discretionary decision, either return or destroy, all Autire Intellectual Property, all other literature, documentation or promotional material in connection with the products, and all Marks, names and logos of Autire, and shall, within a reasonable time, remove any references to Autire from any of its advertising and promotional material.