AFFILIATE TERMS & CONDITIONS

This Affiliate Program Agreement (the "Agreement") is made and entered into by and between Open Network Limited, trading as Mars4 ("Mars4" or "we"), and the party submitting an application to become a Mars4 affiliate (“Affiliate”). All the invoices for the services rendered before INSERT DATE  should be issued to Open Network Ltd. The terms and conditions contained in this Agreement apply to Affiliate's participation with mars4.me/affiliates affiliate program ("Affiliate Program"). In connection with the Affiliate Program, Affiliate may see offers (each, an “Offer”) by Mars4 that may link to mars4.me/affiliates or a specific website for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms that are incorporated as part of this Agreement for that particular Offer if the Affiliate chooses to participate in that Offer. By submitting an application or participating in an Offer, Affiliate expressly consents to all the terms and conditions of this Agreement and the individual accepting this Agreement represents that he or she has the authority to bind the Affiliate to the terms of this Agreement. 

 

The parties agree to the terms of the Data Processing Addendum, which is incorporated into this Agreement.

Enrollment in the Affiliate Program

 

Affiliate must submit an Affiliate Program application from the Mars4 website. Affiliate must provide accurate and complete information in Affiliate's application. After Mars Reviews Affiliate's application, Mars4 will notify Affiliate of Affiliate's acceptance or rejection to the Affiliate Program. Mars4 may accept or reject Affiliate's application at Mars4 's sole discretion for any reason.

 

AFFILIATE COOKIES TRACKING

 

We track affiliate sales automatically by using cookies. The cookies are automatically placed in the browser of the user who clicks on the affiliate link in order to reach our website. Every cookie is stored for up to 1 year. If a previous affiliate’s cookie is already placed in the same user’s browser it will be overwritten with the new cookie. If cookies are deleted intentionally by the user, we do not hold responsibility for this action.

Obligations of the Parties

 

Subject to Mars4 's acceptance of Affiliate as an affiliate and Affiliate's continued compliance with the terms and conditions of this Agreement, Mars4 agrees as follows: 

 

  1. Mars4 will make available to Affiliate via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which Affiliate may display on web sites owned or controlled by Affiliate, in emails sent by Affiliate and in online advertisements (collectively, "Media"). The Links will serve to identify Affiliate as a member of Mars4 ‘s Affiliate Program and will establish a link from Affiliate's Media to the Program Web Site.

  2. Mars4 will pay Affiliate 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, (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 (as determined by Mars4 ), (iii) is not using pre-populated fields, (iv) completes all of the information required for such action within the time period allowed by Mars4, (v) subscribes to paid services of Mars4, (vi) does not cancel his subscription within the period permitted by Mars4, and (vii) is not later determined by Mars4 to be fraudulent, incomplete, unqualified or a duplicate user.

  3. Mars4 will pay Affiliate any Commissions earned on a monthly basis (unless otherwise agreed with Affiliate), provided that the total Commissions Mars4 owes you is greater than $100. Accounts with a balance of less than $100 will roll over to the next month and will continue to roll over monthly until the $100 minimum is reached. Mars4 reserves the right to charge back to Affiliate's account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.

  4. Payment for Commissions is dependent upon end-users providing such funds to Mars4, and therefore, Affiliate agrees that Mars4shall only be liable to Affiliate for Commissions to the extent that Mars4 has received such funds from the end-users.

  5. Mars4 shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment to Affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Mars4 in its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to Mars4 in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims or challenges based upon that invoice.

  6. If Affiliate has an outstanding balance due to Mars4 under this Agreement or any other agreement between Affiliate and Mars4, whether or not related to the Affiliate Program, Affiliate agrees that Mars4may offset any such amounts due to Mars4 from amounts payable to Affiliate under this Agreement. 

  7. We will provide you with the Commission statement due in your Affiliate Area at the start of a new month. Payout requests for the previous payable period should be submitted via specified email (affiliates@mars4.me) until the end of the previous month. For example: the request for January 2022 should be sent by the end of February 2022. Payouts will be released by the 20th of the running month. If the request will be submitted after the end of the previous month - the payout will be transferred to the next payments round. You should make at least 2 conversions in order to request the payout. The minimum payout amount for withdrawal is $100. 

  8. Withdrawals in fiat currency (USD) are performed using PayPal and in USDT to a digital wallet, you need to provide your personal details while requesting for a payout. 

 

Affiliate agrees, undertakes and represents that:

 

  1. It will fully comply with all Mars4 ’s policies and instructions, including (without limitation) promotional rules rules related to use of Mars4 ’s trademarks and other promotional material as may be provided by Mars4 from time to time.

  • It has sole responsibility for the development, operation, and maintenance of, and all content on or linked to, the Media.

  • All materials posted on the Media or otherwise used in connection with the Affiliate 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 Mars4informs Affiliate that it considers objectionable (collectively, "Objectionable Content").

  • It will not make any representations, warranties or other statements concerning Mars4 or any of its respective products or services, except as expressly authorized herein.

  • The Media does not copy or resemble the look and feel of the Program Web Site or a part of the Program Web Site or create the impression that the Media is endorsed by Mars4 without prior written permission from Mars4.

  • It will comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to its business, its Media or its use of the Links.

  • It will comply with the terms, conditions, guidelines and policies of any third-party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services, ad networks, etc.

  • It will 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 Affiliate Program and the provision of such personally identifiable information to Mars4for use as intended by Mars4.

  • It will always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Mars4, or as required by applicable laws regarding such Offers. 

  • You should be loyal to Mars4 and should not misuse its confidence and shall not damage Mars4 reputation.

  • Not to advocate, promote, or encourage violence or discrimination against any person, organization, or governmental entity.

 

The following additional program-specific terms shall apply to any promotional programs set forth below:

  1. Email Campaigns. You may send emails to people you know or who have given you their consent for receiving marketing information. Otherwise, do not send unsolicited marketing emails.

 

Confidentiality

 

For purposes of the Agreement, "Confidential Information" shall mean all data and information of a confidential nature or otherwise, disclosed during the term of the Agreement by one party ("Disclosing Party") to the other party ("Receiving Party"), as well as information that the Receiving Party knows or should know that the Disclosing Party regards as confidential including, but not limited to:

  1. the Disclosing Party's business plans, strategies, know how, marketing plans, suppliers, sources of materials, finances, business relationships, personally identifiable end-user information, pricing, technology, employees, trade secrets and other non-public or proprietary information whether written, oral, recorded on tapes or in any other media or format;

  2. the material terms of the Agreement; and

  3. any information marked or designated by the Disclosing Party as confidential.

 

The Receiving Party agrees to hold all Confidential Information in trust and confidence and, except as may be authorized by the Disclosing Party in writing, shall not use such Confidential Information for any purpose other than as expressly set forth in the Agreement or disclose any Confidential Information to any person, company or entity, except to those of its employees and professional advisers:

  1. who need to know such information in order for the Receiving Party to perform its obligations hereunder; and

  2. who have entered into a confidentiality agreement with the Receiving Party with terms at least as restrictive as those set forth herein.

 

Confidential information shall not include any information that the Receiving Party can verify with substantial proof that:

  1. is generally available to or known to the public through no wrongful act of the receiving party;

  2. was independently developed by the Receiving Party without the use of Confidential Information; or

  3. was disclosed to the Receiving Party by a third party legally in possession of such Confidential Information and under no obligation of confidentiality to the Disclosing Party.

The Receiving Party agrees that monetary damages for breach of confidentiality may not be adequate and that the disclosing party shall be further entitled to injunctive relief, without the requirement to post bond.

Limited License & Intellectual Property

 

Affiliate may not alter, modify, manipulate or create derivative works of the Links or any Mars4graphics, creative, copyrights or other materials owned by, or licensed to, Mars4 in any way. Affiliate is only entitled to use the Links to the extent that Affiliate is a member in good standing of the Affiliate Program. Mars4 may revoke Affiliate's license at any time by giving Affiliate written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant Affiliate any rights to any of Mars4 's trademarks, service marks, copyrights, patents or trade secrets. Affiliate agrees that Mars4may use any suggestion, comment or recommendation Affiliate chooses to provide to Mars4 without compensation for any purpose. All rights not expressly granted in this Agreement are reserved by Mars4 .

 

Suspension

In addition to any other rights and remedies available to Mars4 under this Agreement, Mars4 reserves the right to delete any actions submitted through Affiliate's Links and withhold and freeze any unpaid Commissions or chargeback paid Commissions to Affiliate's account if (i) Mars4 determines that Affiliate has violated this Agreement, including (without limitation) any instructions, policies and other documents provided by Mars4 , (ii) Mars4 receives any complaints about Affiliate's participation in the Affiliate Program which Mars4 reasonably believes is in violation of this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or an Offer. 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, Mars4 reserves the right to disclose Affiliate's identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by Affiliate's actions. Such suspension will be in addition to Mars4 's available rights and remedies.

 

Termination

 

This Agreement shall commence on the date of Mars4 's approval of Affiliate's Affiliate Program application and shall continue thereafter until terminated as provided herein. Affiliate may terminate Affiliate's participation in the Affiliate Program at any time by providing a written notice and removing all Links from Affiliate's Media and deleting all copies of the Links. Mars4 may terminate Affiliate's participation in one or more Offers or this Agreement at any time and for any reason which Mars4 deems appropriate with or without prior notice to Affiliate by disabling the Links or providing Affiliate with a written notice. Upon termination of Affiliate's participation in one or more Offers or this Agreement for any reason, Affiliate will immediately cease all use of and delete all Links and all Mars4intellectual property, as well as cease representing itself as a Mars4 affiliate for such one or more Offers. 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.

Anti-Spam Policy

 

Affiliate must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. From time to time Mars4may request Affiliate to submit final version of Affiliate's emails containing Links or referencing the Affiliate Program for approval by Mars4 prior to transmitting them to any third parties. In such a case the email is sent to Affiliate's Mars4 representative and upon receipt of written approval from Mars4 , Affiliate may transmit the email to third parties.

It is solely Affiliate's obligation to ensure that each email complies with the Act. Affiliate agrees not to rely upon Mars4 's approval of Affiliate's email for compliance with the Act or assert any claim that Affiliate is in compliance with the Act based upon Mars4 's approval.

 

Fraud

 

Affiliate is expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed Affiliate's permitted access to the Affiliate 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. Mars4 shall make all determinations about fraudulent activity in its sole discretion. 

 

Bidding on keywords and phrases containing the "Mars4" trademark, or variations or misspellings of the trademarked term on Pay per Click or Pay per Impression campaigns on the search engines (Google, Yahoo, MSN, Ask, Bing or others) without our prior approval is not allowed. You are not allowed to use the Mars4 Website(s) as display URL in Paid media ads and to direct-link or redirect to the Mars4 Website(s).

Also other fraudulent activities and using promotional methods that have not been approved/listed in the application:

Using link cloaking or masking techniques or technology with the goal to promote Mars4 on websites and/or networks not explicitly listed in your affiliate profile and hiding that traffic source;

 

Using traffic generated by pay to read, pay to click, banner exchanges, click exchanges, PPV advertising, pop-up/under, or similar methods.

 

Representations and Warranties

 

Affiliate represents and warrants that:

  1. it has the power and authority to enter into and perform its obligations under the Agreement;

  2. at all times, the Media and Affiliate itself will comply with all applicable foreign, federal, state or local laws, rules, regulations and ordinances including, without limitation, the Gramm-Leach Bliley Act, the Fair Credit Reporting Act, the Federal Trade Commission Act, CAN-SPAM, the Telephone Consumer Protection Act, the Fair Debt Collection Practices Act, the Federal Communications Act, and all rules and regulations promulgated under any of the foregoing, as well as all applicable state laws including, without limitation, the California Financial Privacy Act and the Vermont Consumer Protection Act, and all rules and regulations promulgated under such state laws (collectively, "Laws");

  3. it owns and/or has any and all rights in the Media as contemplated by the Agreement;

  4. at all times, the Media and Affiliate itself will not violate any applicable rights of any third party including, but not limited to, infringement or misappropriation of any copyright, patent, trademark, trade secret or other proprietary, property or other intellectual property right;

  5. Affiliate has a reasonable basis for any and all claims made within the Media and possesses appropriate documentation to substantiate such claims;

  6. Affiliate shall fulfill all commitments made in the Media;

  7. no Media is targeted to end-users under the age of eighteen (18);

  8. prior to loading any computer program onto an individual's computer including, without limitation, programs commonly referred to as adware and/or spyware, and cookies, Affiliate shall provide clear and conspicuous notice to, and shall obtain the express consent of, such individual to install such computer program and/or cookies;

  9. the Media does not and will not:

    1. contain any misrepresentations or content that is defamatory;

    2. contain content that is violent, obscene, offensive, including content that contains nudity or implied nudity or content that is morally or ethically offensive or sexually suggestive;

    3. promote or support gambling or sweepstakes contests; or

    4. contain any "worm," "virus" or other device that could impair or injure any person or entity;

  10. Affiliate is not, nor is Affiliate acting on behalf of any person or entity that is, prohibited from engaging in transactions with U.S. citizens, nationals or entities under applicable U.S. law and regulation including, but not limited to, regulations issued by the U.S. Office of Foreign Assets Control ("OFAC"); and

  11. Affiliate is not, nor is Affiliate acting on behalf of any person or entity that is, a Specially Designated National ("SDN"), as OFAC may so designate from time to time.

 

Modifications

 

Mars4 reserves the right to modify any terms and conditions of this Agreement, as well as any of its rules, policies, instructions, which are mandatory to the Affiliate, at any time in Mars4 ’s sole discretion. Such modifications shall take effect upon posting to the Program Web Site. Mars4 , in its sole discretion, reserves the right to notify Affiliate by email and further reserves the right to withhold notification of any changes made to this Agreement or any aforementioned documents of Mars4 . If any modification is unacceptable to Affiliate, Affiliate’s only recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following Mars4 ‘s posting of a change notice or new Agreement on Program Web Site will constitute binding acceptance of the change.

In addition, Mars4may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Affiliate agrees to promptly implement any request from Mars4 to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.

 

Independent Investigation

 

Affiliate acknowledges that it has read this Agreement and agrees to all its terms and conditions. Affiliate has independently evaluated the desirability of participating in the Affiliate Program and each Offer and is not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the 

 

Affiliate Program.

 

Indemnification

Affiliate shall irrevocably defend, indemnify and hold Mars4 and each of its respective employees, officers, directors, members, managers, shareholders, contractors and agents harmless from and against any and all liability, loss, damage or expense (including, without limitation, reasonable attorneys' fees, costs and expenses) arising out of or related to any allegation, claim or cause of action, involving:

  1. Affiliate's breach of the Agreement;

  2. the Media; and/or

  3. any claim that Mars4 is obligated to pay any taxes in connection with Affiliate's participation hereunder.

 

 

Disclaimers

 

THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, Mars4 EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Mars4 DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. Mars4 DOES NOT GUARANTEE THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.

 

Limitation of Liability

 

IN NO EVENT SHALL Mars4 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 Mars4 . IN NO EVENT WILL Mars4 BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT Mars4HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. Mars4 'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY Mars IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.

 

Force Majeure

 

Other than with respect to payment obligations arising hereunder, neither party will be liable, or be considered to be in breach of this Agreement, on account of such party's delay or failure to perform as required under the terms of this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence (a "Force Majeure Event"). If any such Force Majeure Event occurs including, without limitation, acts of God, fires, explosions, telecommunications, Internet or Affiliate Network failure, results of vandalism or computer hacking, storm or other natural occurrences, national emergencies, acts of terrorism, insurrections, riots, wars, strikes or other labor difficulties, or any act or omission of any other person or entity, the affected party will give the other party notice and will use commercially reasonable efforts to minimize the impact of any such event.

 

Governing Law & Miscellaneous

 

  1. Affiliate may not assign, transfer or delegate any of its rights or obligations under the Agreement without the prior written consent of Mars4 , and any attempts to do so shall be null and void; provided, however, that either party may assign the Agreement or any portion hereof/thereof, to:

    1. an acquirer of all or substantially all of such party's equity, business or assets;

    2. a successor in interest whether by merger, reorganization or otherwise; or

    3. any entity controlling or under common control with such party.

  2. Choice of Law/Venue. The Agreement shall be construed in accordance with and governed by the laws of the State of Washington.

  3. Dispute resolution. All claims, disputes, or other differences including but not limited to all claims, defenses, counterclaims, disputes or other differences arising from or relating in any way to the Terms and Services shall be resolved by the courts of Gibraltar. 

  4. Non-Waiver/Severability. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. If any provision contained in the Agreement is determined to be invalid, illegal or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the real intention of the parties, and the remaining provisions of the Agreement will remain in full force and effect.

  5. Relationship of the Parties. The parties hereto are independent contractors. There is no relationship of partnership, agency, employment, franchise or joint venture between the parties. Neither party has the authority to bind the other, or incur any obligation on its behalf.

 

By submitting an application to the Affiliate Program, Affiliate affirms and acknowledges that Affiliate has read this Agreement in its entirety and agrees to be bound by all of its terms and conditions. If Affiliate does not wish to be bound by this Agreement, Affiliate should not submit an application to the Affiliate Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.