Accord de partenariat

Last Updated: July 08th 2019.

1. PARTIES HERETO. ACCEPTANCE OF TERMS

The Agreement is between PublBox Inc., the legal entity, registered under the laws of the State of Delaware (hereinafter referred to as “PublBox”, “we”, “our”), and an individual or legal entity (except for stateless persons and individuals, who have not reached the age of 18 years or in case the state of your residency determines higher age of legal capacity - individuals, who have not reached such age) (hereinafter referred to as “the Affiliate”, “you”, “your”), together to be referred to as “the Parties” and each respectively to be referred to as “the Party”.

BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ, UNDERSTOOD THIS AGREEMENT, PUBLBOX TERMS OF USE AND PRIVACY POLICY AND THAT YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. You confirm that the information you provide in registering for the Affiliate Program is accurate, complete, and is yours or within your right to use. If you are entering into this Affiliate Program on behalf of a company or another legal entity, you represent that you have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “you,” “your” or related terms herein shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not participate in the Affiliate Program. You acknowledge that this Agreement governs your participation in PublBox Affiliate Program.

THE OBLIGATORY CONDITION IS YOUR ACCEPTANCE AND AGREEMENT WITH THIS CONDITION. TAKING PART IN THIS AFFILIATE PROGRAM, YOU DEMONSTRATE YOUR ACCEPTANCE AND AGREEMENT WITH ALL TERMS AND CONDITIONS. IF THEY ARE NOT QUITE ACCEPTABLE TO YOU, YOU SHALL IMMEDIATELY CEASE TO USE THIS AFFILIATE PROGRAM.

We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify you of such changes and direct you to the latest version.

This Agreement refers only to online service “PublBox”, which is available on the Internet at https://publbox.com and does not refer to PublBox mobile applications.

2. DEFINITIONS

The following terms have the meaning assigned to them below:

Affiliate shall be an individual person or legal entity, registered at PublBox Affiliate Program, that displays PublBox products and Services and/or promotions on its website or other means of digital media, using an Affiliate Link in exchange for receiving a commission from PublBox for sales directly resulting from such display.

Affiliate Link means the unique referral (tracking) link you place on your digital media (e.g. website, blog, social media page, emails etc.) or promote PublBox products and Services through other channels.

Affiliate Program shall be a complex of program and marketing components due to which the fixation of the advertising services rendered and further payment of Commission Fee to the Affiliate is carried out.

Customer shall be each new and unique customer (an individual person or legal entity) referred from the Affiliate through an Affiliate Link, who on the basis of particular agreements with PublBox or its affiliates purchased PublBox products and Services for its own use and not for transfer or resale.

Commission Fee shall be the amount you will be paid for purchases by a Customer that you refer to PublBox subject to the Commission Threshold and pursuant to the terms of this Agreement.

Commission Threshold shall be the amount of Commission Fees an Affiliate must accrue prior to receiving a payment from PublBox.

PublBox products and Services mean online service “PublBox”, which is available on the Internet at https://publbox.com, which provides users with the access to the platform containing a set of individual solutions and tools for designing users social media accounts.

3. GENERAL PROVISIONS

Participation of the Affiliate in the Affiliate Program shall be free of charge.

The Affiliate shall not be an owner and/or Service provider, but only shall perform the mediation function of agent between PublBox, the Service provider, and Customers.

You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and PublBox. You will have no authority to make or accept any offers or representations on our behalf. This Agreement does not create an exclusive relationship between the Parties.

PublBox shall develop constantly and improve its Affiliate Program. PublBox shall reserve a right completely or partially to cease rendering one of the Services, if it is required because of the preventive measures, improvement of the Service functions, or change of the rendered Service.

Customers who buy PublBox products and Services through our affiliate network are deemed to be PublBox customers. PublBox Terms and Conditions, rules, policies, and operating procedures will apply to such customers. We may change our policies, pricing, and operating procedures at any time.

We are using Firstpromoter (https://www.firstpromoter.com) as a third-party service for handling the Affiliate Program. By applying and joining PublBox Affiliate Program you agree to the terms & conditions and privacy policy of Firstpromoter.

4. ENROLLMENT IN THE AFFILIATE PROGRAM

To begin the enrollment process, you must submit a completed Affiliate Program signup form. You may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. We will evaluate your application in good faith and will notify you of your acceptance or rejection in a timely manner. We reserve the right to reject any affiliate application for any reason, including, without limitation, if, in our opinion, that person or entity violates established laws or commonly held standards of decency or we determine (at our sole discretion) that affiliate’s website or other promotional channels are not suitable for the Affiliate Program for any reason, including, but not limited to, its inclusion of content that is, in our opinion, unlawful or otherwise violates our policies. PublBox reserves the right to refuse Affiliate Program to anyone for any reason at any time.

After accepting for the Affiliate Program, you will receive a unique Affiliate Link which you will use to promote PublBox products and Services. When someone clicks through this URL, a cookie (or similar tracking technology) will be set in their browser. During that visit or any later visit, when a purchase is made or refunded, the commission will be given based on the existence of the cookie. In order to receive proper credit for sales, a person or entity must purchase through your unique Affiliate Link.

PublBox requires your primary email address be listed in your Affiliate profile. You may not use an email address with an auto responder. You consent to receive communications from PublBox and/or Firstpromoter electronically. We will communicate with you by email or by posting notices in the affiliate portal. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you are an Affiliate, you understand that you may NOT opt out of any emails that you receive from us. As an Affiliate, you must continually have a valid email account on file or we reserve the right to terminate your participation immediately, without payment of any commission due.

You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at affiliate@publbox.com.

5. AFFILIATE RESPONSIBILITIES

Affiliates agree to abide by the following guidelines when planning marketing efforts:

  • 5.1. to ensure the compliance of the business being conducted with the legislation of the country of residence;
  • 5.2. to keep strictly own data (login and password) for the access to the Affiliate account and to create required conditions to protect this information;
  • 5.3. to act in good faith and exclusively in the interests of PublBox, and under no circumstances not violate the obligations, imposed on you by this Agreement;
  • 5.4. in case of finding situations or people violating lawful rights, or carrying out business in order to do harm to the interests of PublBox, the Affiliate shall immediately notify PublBox thereof and provide possible assistance to protect PublBox;
  • 5.5. in case if third parties file claims to PublBox related to the Affiliate’s activity, the Affiliate shall be obliged to settle all claims of such parties on its own;
  • 5.6. in case of change of the Affiliate Link by you, it can cause failures in tracking and Commision Fees calculation and PublBox does not hold any liability for such actions;
  • 5.7. the Affiliate is solely responsible for the development, operation, and maintenance of Affiliate’s digital media and for all of Affiliate’s content, information, advertisements, promotions and other items, whether appearing on Affiliate’s website, a third party’s site, in social media sites or other digital media (hereinafter, Affiliate’s “Materials”). We may monitor your digital media as necessary to ensure your content is up to date and lawful. Given the above, the Affiliate is solely responsible to ensure that:
    • 5.7.1. your Materials are not libelous or otherwise illegal, are not obscene, pornographic, vulgar, offensive, discriminatory, or profane;
    • 5.7.2. your Materials comply with all applicable laws and regulations, including but not limited to laws regarding advertising;
    • 5.7.3. your Materials do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy or other personal or proprietary rights);
    • 5.7.4. any information and data collected by you or by third parties on your behalf is collected and used in compliance with applicable privacy laws and GDPR;
    • 5.7.5. your website/blog or other means of digital media accurately and adequately disclose, either through a privacy policy or otherwise, how you collect, use, store and disclose data collected from visitors, including, where applicable, that third-parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers;
    • 5.7.6. the display of Affiliate Link does not violate any agreement between you and any third-party (including without limitation any restrictions or requirements placed on you by a third-party that hosts your website);
  • 5.8. to ensure that you do not engage in any false or deceptive trade practices, including any statements about the system or our Affiliate Program that is false or misleading;
  • 5.9. to ensure the use of PublBox Trademarks (as defined below) in strict accordance with Section 10 of this Agreement.

6. PROMOTION RESTRICTIONS

The Affiliate shall be prohibited:

  • 6.1. to perform activity, which conflicts with the legislation of the State of Delaware as well as with legislation of the country of your residence;
  • 6.2. to use “self-reference”, in other words, to pay for own account by own Affiliate Link, or to create several accounts, affiliating secondary account(-s) with the primary one, with the primary objective to obtain recovery of expenses;
  • 6.3. any Affiliate engaged in the distribution of Affiliate Link via email must comply with the following rules: Affiliate must not use PublBox name (including any abbreviation thereof) in the originating email address line ("From" line) or subject line of any email transmission, unless specific permission is given otherwise, Affiliate must not use falsified sender information or falsified IP Addresses, Affiliate must ensure each email contains unsubscribe mechanism;
  • 6.4. to send out the Affiliate Link by means of unsolicited promotional email (including spam delivery, publication of spam on the forums and communities etc.). PublBox does not tolerate sending of unsolicited email, including any unsolicited emails which promote, or make reference to PublBox, or any of their associated companies or websites, vendors, or employees, the websites, products or services. The Affiliate expressly agrees to comply with all laws, rules and regulations pertaining to the sending of UCE or SPAM and any Affiliate who, in the opinion of PublBox, breaches the foregoing will have their Affiliate status canceled and any outstanding commissions will be forfeited, in addition to any other remedies to PublBox may be entitled hereunder or in law or equity. Each Affiliate agrees to indemnify, defend and hold PublBox and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from Affiliate’s breach of this Section;
  • 6.5. to place the Affiliate Link or advertising on:
    • 6.5.1. digital media which have pornographic (sexual) content, racist or sexist content, intellectual property infringement of others, information, violating human rights, promoting violence, racial discrimination, drugs, slave trading etc.;
    • 6.5.2. any kind of advertisement, which makes possible the registration, but makes a user to do these actions by means of fraud, extortion attempt, or any other actions, violating freedom of choice;
  • 6.6. to mislead regarding discounts on PublBox products and Services as well as misinform that this is the unique discount of the Affiliate;
  • 6.7. to directly or indirectly engage in any unfair, unethical, misleading or deceptive acts or practices that are or might be detrimental to the public or the goodwill or reputation of PublBox or its Service, including any dissemination, display or use of any false, misleading or deceptive representations, depictions or materials for or in connection with any advertising, promotion, marketing or distribution of Service;
  • 6.8. to perform actions, which can do harm or negative impact to the image of PublBox products and Services or business image and goodwill of PublBox, reduce the level of trust, or misinform potential Customers regarding the activity of PublBox;
  • 6.9. PublBox protects its trademark and does not allow any trademark bidding on any search engine or paid placement service or website. This includes, but is not limited to Google, Yahoo, Bing!, Ask and other similar services. Affiliates may not bid on trademarked or registered terms of PublBox or any phrase type, misspelling, variation or combination thereof. “Publbox” cannot be used as a part of Affiliate’s website domain name, blog, Facebook account, YouTube channel, Twitter username or any URL associated with the Affiliate account. It is prohibited to use publbox.com or other subdomains as the display URL in any search ad. When engaging in paid search engine campaigns, Affiliates must use their own domain and/or URL in their ads. It is also prohibited to use keywords that are similar to "PublBox" or any other protected trademark and/or name right belonging to PublBox, including but not limited to: "PublBox", "publbox" "publ box", to advertise for keywords that contain PublBox brand name, for example, PublBox, PublBox coupons, PublBox discounts, PublBox reviews, etc. It is also prohibited to include the phrase “Official Site”, official language in ad copy;
  • 6.10. to take any actions, having effect on the work of the Affiliate Program. Such actions shall be understood to mean efforts to have a technical effect on the working capacity of PublBox servers, the efforts to crack defense mechanisms, to use software viruses, Trojan horse, other malicious programs for any own purposes whatsoever, to use brute force attacks, DoS (DdoS) attacks, unsolicited promotional emails, links and any other processes.

PublBox reserves the right to review your placement of Affiliate Links as well as control your activity as the Affiliate. In its sole discretion, if at any time PublBox deems the Affiliate's website or advertising activities are contrary to the terms set out in this Agreement, the Affiliate shall be terminated from the Affiliate Program and shall forfeit any and all commissions and earnings.

7. COMMISSION DETERMINATION AND PAYMENT

The Affiliate shall receive a Commission Fee from PublBox, which directly depends on the success of advertising campaigns. Affiliate Commission is accrued based on referral Customers actual payments during service lifetime.

Except for the agreed amount of Commision Fees payable to the Affiliate, the Affiliate shall have no right to the reimbursement of expenses it has incurred for the use of third-party services, programs, or services, even if these expenses were associated with his advertising activities as a part of the Affiliate Program.

A right to receive a Commission Fee shall be exercised only when a set of the following conditions is performed:

  1. as a result of the advertising activity of the Affiliate a success deal was made between PublBox or its affiliates and a Customer brought to it;
  2. a deal was brought to the complete financial settlement with PublBox or its affiliates, confirmed by the Affiliate Program software and was not refunded;
  3. the Affiliate did not violate the conditions of this Agreement and a deal was approved by PublBox;
  4. you have submitted all necessary tax documents, including a Form W-9 or Form W-8BEN or W-8BEN-E, as applicable to the email affiliate@publbox.com;
  5. you have reached the Commission Threshold of $50 USD;
  6. your registration in the Affiliate Program includes your accurate and complete information and your account is active.

Commission Fee

PublBox shall pay the Affiliate Commission Fees for Gross sales of PublBox products and Services. The rate of Commission Fee is 30%.

Commission Payment

The calculation and payment of Commission Fees shall be carried out monthly. The minimum balance (Commision Threshold) required for payout is $50. A standard payout period is Net 10. If the Affiliate does not make over $50 in a given month, the amount made will continue rolling over to the next month. There shall be no interests accrued to the amount of Commision Fees on the account of the Affiliate regardless of the payout period.

Commision Fees shall be paid in US Dollars via PayPal. Each Affiliate is responsible for always maintaining a PayPal account through which they receive their commissions. Any change of PayPal account must be made in the Affiliate profile at least fifteen (15) business days prior to the end of the calendar month in order for Commission Fees for that month to be processed.

PublBox reserves the right to extend payment period of Commissions Fees to Affiliates who have commissions that are potentially fraudulent as determined by PublBox at its sole discretion, to determine the legitimacy. PublBox reserves the right to withhold or cancel the payment of Commission Fees at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Affiliate or a Customer. PublBox reserves the right to deduct from Affiliate's current and future Commission Fees any and all Commission Fees corresponding to any fraudulent, questionable, and cancelled purchases. If Affiliate has a question about a Commission Fee that has been cancelled or withheld, Affiliate has thirty (30) days from the day the payment would have been due to contact PublBox to request that the Commission Fee be paid.

If a transaction incurs a refund, or if an online transaction is not completed in every way, or if we have reason to believe a transaction is fraudulent or violates any of the terms of this Agreement at our reasonable discretion, no commission shall be paid to the Affiliate for such transaction. If a commission has already been paid, then it will be deducted from an active Affiliate’s future commissions. We reserve the right to terminate Affiliate’s account if you repeatedly refer Customers that ask for refunds or credits.

The Affiliate will not receive Commission Fees if: (I) payment failed, or disputed, or returned; (II) the purchase was made by the violation of this Agreement; (III) this Agreement has been terminated or the Affiliate’s account has been blocked or terminated; (IV) you did not submit all necessary tax documents; (v) you did not reach Commission Threshold.

The payment shall be considered to be made, and the obligations of PublBox related to the payment of Commission Fees to the Affiliate to be performed after debiting the amount of such reward from the current account of PublBox.

Income tax liabilities

Each Affiliate acts as an independent contractor and as such is responsible for any or all national, state, or foreign income taxes, fees, and any other tax liabilities that affect or concern the sales of the products or services, in your state or location. It is the Affiliate’s sole responsibility, and not the responsibility of PublBox, to take any steps necessary to recover these sums under the any applicable tax code and other applicable laws.

PublBox, at its sole discretion, reserves the right to modify the commission fee, payment methods or payment schedule at any time.

8. REPRESENTATIONS

The Affiliate represents and warrants that:

  1. the Affiliate has the full right, power and authority to enter into, and to perform obligations under this Agreement;
  2. participation in this Affiliate Program will not conflict with any of your existing agreements or arrangement;
  3. your acceptance of this Agreement and participation in the Affiliate Program will not violate any provision of law, rule, or regulation to which you are subject, any order, judgment, or decree applicable to you or binding upon your assets or properties, any provision of your by-laws or certificate of incorporation;
  4. you are the sole and exclusive owner of the Affiliate Trademarks and have the power to grant to PublBox the license to use such marks in the manner contemplated herein, and such grant will not breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any third person or entity.

You agree that while you are a participant of Affiliate Program you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a participant of Affiliate Program.

9. CONFIDENTIALITY

PublBox Privacy Policy determines the way we collect, use, support and deal with data provided by Affiliates. Look through our Privacy Policy carefully to stay informed about the data we collect, how we use it, what security measures we take to ensure confidentiality, and how you can change, export or delete your data. BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE AFFILIATE PROGRAM, YOU ARE CONFIRMING THAT YOU HAVE READ, UNDERSTOOD PRIVACY POLICY AND THAT YOU AGREE TO BE BOUND BY TERMS AND CONDITIONS.

The Affiliate shall comply with all applicable data protection laws regarding the collection, use and transmission of data, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the “GDPR”) if applicable. The Affiliate shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, taking into account the nature, scope, context, and purpose of processing any personal data. Affiliate agrees to promptly assist PublBox in complying with any data subject rights request under the GDPR or other privacy laws that PublBox may receive from any individuals referred to PublBox by Affiliate. The Affiliate further agrees to promptly assist PublBox in complying with any duties to cooperate with supervisory authorities under the GDPR or other privacy laws.

In connection with this Agreement and the Affiliate Program each Party (as “the Disclosing Party”) may disclose or make available Confidential Information to the other Party (as “the Receiving Party”). Subject to the following paragraph, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, products, features, employees, plans, strategies, partners, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing, all unpublished documentation and non-public PublBox marketing materials are our Confidential Information.

The Receiving Party shall safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care.

10. INTELLECTUAL PROPERTY RIGHTS

The Service is owned and operated by PublBox. PublBox Software, any confidential and proprietary software used for the PublBox products and Services, its Affiliate Program, visual interfaces, widgets, buttons, graphics, design, compilation, information, data, models, computer code (including source code or object code), products, services, templates, content, mobile applications and all other elements (“Materials”) are protected by intellectual property and other laws. All Materials included in the PublBox products and Services are the property of PublBox or its third party licensors. PublBox retains all rights, title and interest in and to all patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, software, software documentation, interfaces and the content of our tools, widgets, buttons, applications, models, design functions and any other intellectual property and/or proprietary rights related to the PublBox products and Services. Except as expressly authorized by PublBox, you may not make use of the Materials.

The Affiliate is prohibited to store, copy, reproduce, re-publish, modify, upload/download, post, translate, loan, lease, rent, sell, distribute, transfer, including via electronic means of communication, demonstrate, decompile, reverse engineer, disassemble, decipher or otherwise attempt to discover any programming code or any source code used in or with the Materials, or otherwise distribute in any way the Materials other than as specifically permitted in this Agreement. You shall not use the Materials and Trademarks (as defined below) for any purposes other than selling PublBox products and Services in accordance with this Agreement. You shall not use the Materials in any manner that is disparaging or that otherwise portrays PublBox, its affiliates, any PublBox officer, employee or representative in a negative light.

All trademarks, logos, slogans and taglines of PublBox (separately - “Trademark”, collectively - “Trademarks”) are the property of PublBox or their respective owners. You will not attempt, now or in the future, to claim any rights in Trademarks, degrade the distinctiveness of Trademarks, or use Trademarks to disparage or misrepresent PublBox, its services or products.

During the term of this Agreement, in the event that PublBox makes its Trademarks available to the Affiliate within the Affiliate Program, the Affiliate may use Trademarks as long as the Affiliate follows the usage requirements in this section. The Affiliate must: (I) only use the images of Trademarks that PublBox makes available to the Affiliate, without altering them in any way and in strict compliance with PublBox brandbook; (II) only use Trademarks in connection with the Affiliate Program and this Agreement; and (III) immediately comply if PublBox requests that the Affiliate discontinues use. The Affiliate must not: (I) use Trademarks in a misleading or disparaging way; (II) use Trademarks in a way that implies we endorse, sponsor or approve other services or products; or (III) use Trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

You grant to us a non-exclusive, royalty-free license to utilize your name, title, trademarks, and logos (the "Affiliate Trademarks") in any advertisement or other materials used to promote PublBox and the Affiliate Program at our sole discretion.

11. ADVERTISING SERVICES AND WARRANTIES

Provided that Affiliate complies with all provisions of this Agreement, PublBox hereby grants to Affiliate a non-exclusive, limited, revocable license to market, display, perform, copy, transmit, and promote PublBox products and Services in connection with its obligations hereunder; and market display, perform, copy, transmit, and promote PublBox products and Services to third Parties in connection with its obligations hereunder. Affiliate's use of Affiliate Link or copyrighted materials in violation of this Agreement is strictly forbidden and will result in this limited license being immediately withdrawn and may further result in the termination of the Affiliate's account and being held liable under applicable law.

PublBox sole obligation to the Affiliate under this Agreement shall be to provide Affiliate Link for use in their advertising efforts. The advertising services provided by PublBox are provided "as is" and on «as available» basis. PublBox makes no warranties, guaranties, promises, or estimates, expressed or implied, oral, written or otherwise except as specifically set forth herein, AND does not guarantee, including but not limited to, click to Action conversion rates, response rates or conversion rates from Action to sale.

PublBox does not guarantee that: (I) PublBox products and Services and Affiliate Program will comply with your specific needs; (II) PublBox products and Services and Affiliate Program will work without interruptions, on time, securely, and will not contain errors; (III) the results obtained through the use of PublBox products and Services and Affiliate Program will be accurate and reliable; (IV) any errors in the Service or Affiliate Program will be fixed.

You agree that PublBox is not responsible for faulty referral links, any error, omission, interruption, defect or delay in transmission, order processing, or communication; technical or mechanical malfunctions; errors in these terms, in any Program-related materials; human-processing error; failures of electronic equipment, computer hardware or software; damage to your equipment, computer hardware or software, or inaccurate information, whether caused by equipment, programming, human error, or otherwise.

Affiliate agrees not to hold PublBox liable for any of the consequences of interruption or service.

In no event will PublBox total liability to you for all damages, losses, and causes of action arising out of or relating to this Agreement and your participation in our Affiliate Program (whether in contract, tort including negligence, warranty, or otherwise) exceed the amount paid by PublBox to your hereunder during the one (1) month immediately preceding the day the act or omission occurred that gave rise to such claim.

12. INDEMNIFICATION

The Affiliate will indemnify, defend and hold harmless PublBox and its subsidiaries and affiliates, and their directors, officers, employees, agents, partners, members, and other owners, at its own expense, against any third-party claims actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on (I) Affiliate’s participation in the Affiliate Program; (II) Affiliate’s noncompliance with or breach of this Agreement; (III) any claim that our use of the Affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, or (IV) any claim related to your website, including, without limitation, content therein not attributable to us.

We will: (I) notify the Affiliate in writing within thirty (30) days of PublBox becoming aware of any such claim; (II) give the Affiliate sole control of the defense or settlement of such a claim; and (III) provide the Affiliate with any and all information and assistance reasonably requested by the Affiliate to handle the defense or settlement of the claim. The Affiliate shall not accept any settlement that: (I) imposes an obligation on PublBox; (II) requires PublBox to make an admission; or (III) imposes liability not covered by these indemnifications or places restrictions on PublBox without its prior written consent.

13. TERM AND TERMINATION

This Agreement will begin upon your sign-up with the Affiliate Program and will end when either you or PublBox terminates your Affiliate status, or if your account is inactive in any continuous twelve (12) month period. PublBox reserves the right to end the Affiliate Program at any time. Upon Affiliate Program termination, PublBox will pay any outstanding earnings.

Termination by the Affiliate. The Affiliate may terminate this Agreement on fifteen (15) days written notice to PublBox. In case the Affiliate terminates this Agreement, reward of payment shall be made according to the normal procedure specified in this Agreement.

Termination by PublBox. PublBox, at its sole discretion, has the right to terminate this Agreement, to suspend, block or terminate your account and refuse any and all current or future use of the Affiliate Program, or any other PublBox products and Services, for any reason at any time. However, if this Agreement should terminate for cause due to violation of this Agreement, Affiliate shall forfeit all right to any Commissions Fees earned but not yet paid.

Upon termination of this Agreement, the Affiliate will discontinue participation in the Affiliate Program, must remove all Affiliate Links and immediately discontinue all use of Trademarks and references to this Affiliate Program.

14. MISCELLANEOUS

Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous understandings whether oral or written between the Parties. In case Affiliate is concluded separate agreement with PublBox affiliates which regulates advertising activity of the Affiliate, such agreement shall have prevailing force.

Assignment. Neither Party may assign this Agreement or any of its rights under this Agreement, directly, by operation of law or otherwise, without the prior written consent of the other Party, except that PublBox may assign this Agreement, without your consent to a parent, affiliate, or successor by way of a merger or reorganization. Subject to the foregoing restrictions on assignment, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns. Any assignment in violation of this Section will be void.

Severability. If any part of this Agreement is held to be invalid or unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.

Headings. The use of the section headers in the present Agreement is intended strictly for your convenience and will have no effect on the interpretation of any clause. The words “including” are defined as: “including but not limited to”.

Amendments. We reserve the right to amend this Agreement on a permanent basis at any time. If we do this, we will publish the updated Agreement on our website, as well as notify you by means prescribed herein. The changes will come into effect on the earliest possible date after (a) you agree to the updated Agreement; (b) you continue to use Affiliate Program with the factual knowledge of the updated terms of Agreement; or (c) 15 (fifteen) days after the publication of our updated Agreement on our website. Check this Agreement regularly to track any changes. You are responsible for regular checking of the latest updates of this Agreement.

Governing Law. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Delaware without giving effect to the conflicts of laws provisions or principles thereof.

Arbitration Clause. We kindly ask you to forward us your complaints and problems before filing a lawsuit against PublBox. Please, contact us at affiliate@publbox.com. We will contact you via email for the amicable dispute resolution. You or PublBox reserve the right to commence the consideration of the dispute judicially if the dispute has not been successfully resolved within ten (10) working days from the moment you have forwarded us your complaint. Any claim with regard to the present Agreement that has not been amicably resolved, or as described below, is subject for consideration in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Services of the USA (hereinafter, “JAMS”) by three (3) arbitrators appointed in accordance with the JAMS rules. The arbitration will take place in San Diego, California, in English. The arbitration award may be brought into effect by any court. The Party that has won any suit or court process that arose from the present Agreement, reserves the right for the reimbursement of judicial and attorneys expenses. In the event this agreement to arbitrate does not apply to you or your claim, such suit may be filed for consideration to the federal court or any court in the State of Delaware. You agree to resolve disputes with PublBox strictly individually, and not to file a lawsuit as a plaintiff or a party of a collective, united or representative suit (for example, in a collective suit, collective suit to the arbitration court, attorney suit or a united suit to the arbitration court). Under no circumstance can suits from one person be consolidated in the form of any collective suits, representative suit or in any other format or form. Regardless of any statute or law to the contrary, any claim or cause of action may be filed within one (1) year after such claim or cause of action arose or be considered expired.

Force Majeure. Neither Party will be liable for any failure to perform its obligations under this Agreement if that failure results from any cause beyond such Party’s reasonable control, including fire, flood, severe weather, earthquake, vandalism, accidents, sabotage, power failure, denial of service attacks or similar attacks, Internet failure, acts of God and the public enemy, acts of war, acts of terrorism, riots, civil or public disturbances, strikes, lockouts or labor disruptions, and any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts.

Waiver. The rights of each Party may be waived only in writing. No failure to exercise, and no delay in exercising, any right or remedy under this Agreement will be deemed to be a waiver of that right or remedy. No waiver of any breach of any provision of this Agreement will be deemed to be a waiver of any subsequent breach of that provision or of any similar provision.

Notices. By participating in Affiliate Program, you agree to receive certain emails and messages from us as described in this Agreement and our Privacy Policy. PublBox may give notice to you by placing a banner notice on PublBox website. We may also contact you through your account or contact information you provide, such as email or telephone or through your account on one or more social networks. If you fail to maintain accurate account information, such as contact information, you may not receive critical information from us. You agree that any notifications, agreements, disclosures or any other messages that we send to you via email or other electronic means will satisfy all the requirements of legal communication, including the fact that these messages must be in written form.

For any notice to PublBox that you give under or regarding this Agreement, you can contact us by sending us an email at affiliate@publbox.com or sending a notice via registered mail to the following address:

PublBox Inc.
16192 Coastal Highway
Lewes, DE 19958
United States of America
Attention: Legal Department.