This REFERRAL AGREEMENT (the “Agreement”), made and entered into by and between Aviaro Series AV, LLC. ., (“Aviaro” “Principal,” “us,” “our,” or “we”), a Nevada for-profit company, with its principal place of business located at 6785 S. Eastern Ave., Suite 4, Las Vegas Nevada, 89119, USA, and the Aviaro Affiliate (“Referrer,” “you,” or “your”). This legally binding agreement contains all the terms and conditions that apply to your participation in the Aviaro Lead Referral and/or Affiliate Program (“Aviaro Referral Program,” “Referral Program” or “Program”).
By participating in the Aviaro Lead Referral and/or Affiliate Program, you agree with the terms and policies set forth in the Agreement below. Please read the entire Agreement. It is a legal agreement between you and Aviaro. By signing this agreement, you are agreeing that you have read and understand the terms and policies herein, and that you agree to be legally responsible for each and every term and policy.
Your participation in the Program is solely for the purpose of referring business customers to Aviaro in order to receive a commission on services purchased by your referrals.
This Agreement begins when Aviaro accepts you into the Program and will end when your participation is terminated, either by you or by Aviaro. We may change the Program or this Agreement at any time without notice. If any change to the Program or the Agreement is unacceptable to you, your only choice is to terminate your participation. Your continuing participation in the Program will constitute your acceptance of any change.
You or Aviaro may suspend or terminate your participation in the Program at any time for any reason. You are only eligible to earn commissions while you are participating in the Program in accordance with the terms of this Agreement.
Advertising or Advertisements means any and all banner or box-style advertisements, pop-up placements, text links, or other similar solicitations through the Internet or otherwise that promote Aviaro products or services and that may contain a link to one or more Aviaro sites.
Site or App or Display Area means any place you display an Advertisement and/or Link which includes but is not limited to web apps, gadgets, widgets, quizzes, direct mail, banners, video, audio, stickers, paper, flyers, phone solicitations, email, ad platforms, etc. and any other form or type of medium used to communicate in a public or private Display Area or setting.
Referrer means any person or entity that has submitted an interest to Aviaro requesting to become a referrer and has been accepted for participation in the Program in accordance with the terms of this Agreement.
Intellectual Property Rights means all rights in and to trade secrets, patents, copyrights, trademarks, as well as any similar rights of any type under the laws of any governmental authority, domestic or foreign, including rights in and to all applications and registrations relating to any of the foregoing.
Link means an embedded graphic, icon, or text containing a unique hypertext pointer to one or more URL addresses for Aviaro.com and/or related sites that is embedded in an Advertisement and that identifies consumers that become Aviaro customers or clients because of the Advertisement.
Qualified Lead means a lead that was tracked and received by Aviaro which includes all the necessary lead data and also matches the buying criteria set by a lead buyer in the Aviaro network, resulting in a commission-able payout.
Qualified Sale means a sale that was tracked and received by Aviaro.com which has resulted in a commission-able payout.
2. AFFILIATE PROCESS
Aviaro will attribute referrals to you based on a tracking code embedded in your Affiliate Links. When a referral clicks through your Affiliate Link, Aviaro sets a cookie in the browser that contains your tracking code. Aviaro also tracks other information, such as the IP address of the referral, in its database along with your tracking code. When the referral decides to buy a service and/or product at Aviaro.com, a script will look for the cookie, try to match the IP address, or use similar technology to identify you and award the commission. Referrals from your Affiliate Link may make a purchase later in time and Aviaro will still award the commission if the cookie is still present in the browser or if the IP address still matches one logged in the database.
In some cases, Aviaro may offer Affiliates a discount coupon code which may be used by customers referred by the Affiliate to Aviaro.com. Discount coupon codes are administered at the discretion of Aviaro and may have restrictions, including but not limited to expiration dates.
Aviaro reserves the right to refuse service to any referral.
Limited to New Client Acquisitions
This commission structure option shall only apply to new customers and does not apply to existing leads/prospects or customers of the Principal.
Customers that have in the past or are currently in an Aviaro Free-Trial period are excluded from being considered as eligible Affiliate referrals for commissions.
Rollovers: Customers that have in the past or are currently customers of Aviaro with rollover credits are excluded from being considered as eligible Affiliate referrals for commissions.
Customers that have canceled their Free Trials and/or monthly subscription plans are excluded from being considered as eligible Affiliate referrals for commissions. This could also pertain to canceled payments, failed payments, or denial of automatic renewal.
The Principal may accept the return of products and/or services from Affiliates or Affiliate referrals for a refund or partial refund at its sole discretion.
No Income: Referrers are not entitled to any compensation for services performed or expenses incurred in connection with this Agreement other than as set out in this Agreement.
Referred customers participating in a Free Trial will convert to commission-able customers upon transitioning to a paid account. If the account cancels or is terminated, Referrers will no longer be owed a commission on that account. If they don’t convert to a paid customer within 90 days, they are considered a dead lead and any reactivation of that customer following those 90 days as a paying customer is excluded from commission eligibility for the Referrer.
Payment will be issued monthly on the 15th for the previous month’s posted and non-disputed gross revenue. Aviaro reserves the right to adjust commission percentage based on the referred accounts negotiated rates (if applicable).
Lead referral only commission
A commission of 10% of the referred customers monthly revenue will be paid to affiliate, as outlined in sections i. and ii. Commissions are only eligible if referred customer is active and in good standing.
An affiliate commission equaling 20% of the referred customer’s gross monthly revenue will be paid as outlined in sections i.. and ii. Commissions are only eligible if referred customer is active and in good standing. Affiliates are required to actively promote Aviaro services and agree to refer at least 1 qualified customer every three months.
Aviaro agrees, at its sole discretion, to commission Affiliates in Referrals must be made via our tracking Links and/or coupon codes or with us personally for the lead to qualify; as otherwise, the Referrer is undocumented. This is not a personal rewards program – you cannot purchase any Aviaro product and/or service by using your own Affiliate code and earn credit toward a commission. All validated and approved commissions can be paid in one of two ways:
- A monetary payment paid in US Dollars via company check, bank wire, or Pay Pal.
- As a service credit to affiliates business or personal account.
Note: Commission credits will be valued at the Referrer’s subscription plan rate. For example, if the referred customer originally subscribes to a 1,000-credit-per-month plan at a rate of $0.00979 per credit, and the Referrer has subscribed to a 10,000-credit-per-month-plan at a rate of $0.00895 per credit, the Referrer will receive approximately 219 bonus credits each month for 12 months based on the Referrer’s subscription plan. If the referred customer changes his subscription plan from a 1,000-credit-per-month plan to a 25,000-credit-per-month plan, the Referrer is still eligible only to receive a commission based on the referred customer’s initial 1,000-credit-per-month subscription plan.
Referrers accept and acknowledge that the terms of this Agreement are in addition to and do not detract from the ordinary fiduciary duties owed by Referrers to the Principal.
5. REFERRER'S RESPONSIBILITIES
You agree to accept sole responsibility for the development, operation, and maintenance of your sites, apps, email systems, etc. and for all content that appears on them. You MUST ensure that all materials posted on your sites are not illegal and do not infringe on the rights of any person or entity of any kind including, but not limited to any and all third-party intellectual property rights.
You further agree that your sites do not copy or resemble the look and feel of Aviaro sites or create the impression that your sites are our sites or a part of our sites. Do not use terms like “us,” “we,” or “our” when referring to Aviaro. If a reference needs to be made, please refer to yourself as an Aviaro Affiliate.
You are prohibited from creating web pages, social media pages, or accounts that falsely represent themselves as creators, owners, or part-owners of Aviaro products and/or services. You MUST make it clear that your Affiliate Link will provide you a commission from Aviaro, should a prospective customer use your Link.
You may NOT use your own Affiliate Link to purchase any Aviaro products and/or services. You agree to submit to us all the URLs for all the sites you plan to use to promote our sites.
Affiliate advertising must NOT include content that is deceptive, misleading, untruthful, unsubstantiated, or otherwise fails to comply with applicable federal and state consumer protection laws, regulations, and guidelines.
All Affiliates (regardless of your country of domicile) MUST be in compliance with all applicable laws, regulations, and guidelines, including without limitation the Federal Trade Commission Act (“FTC Act”), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”), Federal Trade Commission (“FTC”) regulations and guidelines implementing the FTC Act and the CAN-SPAM Act, the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (“FTC Testimonials Guide”), the National Advertising Division decisions of the Better Business Bureau, and other federal and state consumer protection laws, regulations, and guidelines.
Your website cannot contain or link to a site that contains obscene or offensive material. No gambling, adult content, extreme religious, or extreme political content.
You cannot frame Aviaro.com or mask the Aviaro.com URL with your URL. Direct linking is not permitted. Search traffic must first be directed to a landing page where the user initiates a click to Aviaro.com through an authorized Affiliate Link.
It is the affiliates responsibility to vet any referral customer using the following criteria:
- Do they have a verifiable physical address?
- Do they have a legitimate website and email address?
- Have they ever been suspended by an upstream provider for any reason?
- Have they ever been named in a TCPA lawsuit or any lawsuit regarding their messaging traffic?
- Can they provide CDR’s to verify volume and quality of traffic?
- Have they issued a charge back against a provider in the last 12 months?
Either party may terminate this Agreement immediately by giving written notice to the other party. Referrer agrees to and acknowledges that if the Referrer breaches any provision of this Agreement that Aviaro may immediately terminate Referrer from Referral Program. Upon termination of this Agreement, Referrer must immediately cease using any and all Aviaro advertisements.
You must comply with all other rules related to general Affiliate sales and the FTC above. Affiliate agrees to indemnify, defend, and hold harmless Aviaro from any lawsuits, investigations, claims, or complaints arising from any such violation or alleged violation of the terms above.
Any Affiliate caught breaking any of these terms will be banned immediately without hesitation and will not be eligible for reinstatement. On termination of the Selling Rights for any reason, Referrer shall immediately cease to describe himself as an authorized sales Referrer of the Principal and cease selling Aviaro products and/or services.
The terms of this Affiliate Program are subject to change at any time. It is the Affiliate’s responsibility to stay up-to-date on the information in this policy to ensure that they are in compliance with all rules at all times.
7. LIMITED LICENSE
Each party owns and shall retain all rights, title, and interest in its names, logos trademarks, service marks, copyrights, and proprietary technology. This includes, but is not limited to, those names, logos, trademarks, service marks, copyrights, and proprietary technology currently used, or which may be developed and/or used by it in the future. Aviaro shall own and retain all rights, title, and interest in all names, addresses and other identifying information of customers visiting our sites (“Customer Information”) which is collected by us. This includes, but is not limited to, customers who access our sites through your Links.
You fully understand and agree that you shall have no right to access or use any such Customer Information. Aviaro grants you a revocable, non-exclusive license to use, reproduce, and transmit the Links provided by us. Any benefits resulting from your use of the Aviaro name, logos, or trademarks, as incorporated into the Links, are solely for the benefit of Aviaro and will not create any right, title, or interest for you.
8. NON DISCLOSURE
This Agreement and all documents (including information such as platform, pricing and commission percentages), and other materials, which are disclosed by one Party to the other Party in fulfilling the provisions and intent of this Agreement, are and shall be confidential (the “Confidential Information”). Neither Party shall divulge or otherwise disclose the Confidential Information to any third party without the prior written consent of the other Party, except that either Party may make disclosure on a need-to-know basis to those employees required for the implementation or performance of this Agreement.
In addition, either Party may make disclosure as required by a court order or as otherwise required by law or in the performance of a Party’s obligations (or those of its Affiliates) as a public company. If either Party is required by law or similar process to disclose any Confidential Information, it will provide the other Party with prompt prior written notice of such request or requirement so that such Party may seek an appropriate protective order and/or waive compliance with this Article
The Party whose consent to disclose information is requested shall respond to such request, in writing, within five (5) working days of the request by either authorizing the disclosure or advising of its election to seek a protective order, or if such Party fails to respond within the prescribed period the disclosure shall be deemed approved. This provision shall supersede any separately executed non- disclosure agreement (“NDA”) between the Parties with respect to Confidential Information as defined above but shall otherwise not affect either Party’s obligations pursuant to any such NDA with respect to any other confidential information. Notwithstanding the foregoing, Aviaro may, for marketing or publicity purposes, disclose that it has entered into an agreement with affiliate.
Aviaro makes no warranties whatsoever including, without limitation, any warranties of fitness, merchant-ability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage, and makes no representation that the operation of its sites will be uninterrupted or error-free and will not be liable for any consequences resulting from any interruptions or errors. Aviaro disclaims all liability for all materials or content on Referrer sites.
Each Party agrees to defend, indemnify, and hold harmless the other Party and their respective officers, directors, and employees from and against any liabilities, damages, losses, costs, expenses, or settlement fees, including reasonable attorneys’ fees and costs, arising out of any claim, suit, proceeding, demand, or action brought by a third party against the other Party as a result of the indemnifying Party’s alleged breach of its representations, warranties, or covenants provided in this Agreement or by gross negligence, bad faith, or willful misconduct. Any Party seeking indemnification under this Section will promptly notify the indemnifying Party in writing and provide the indemnifying Party with reasonable information, assistance, and cooperation in defending the lawsuit or proceeding at the indemnifying Party’s expense.
Referrer agrees that money damages would not be a sufficient remedy for a breach of the terms and obligations of this Agreement. Accordingly, in addition to all other remedies Aviaro may have, Aviaro shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any breach of the confidentiality and other obligations of this Agreement. The Parties agree to waive any requirement for a bond in connection with any injunctive or other equitable relief.
This Agreement may not be amended or modified except by an agreement in writing signed by each of the Parties. The waiver or failure of either Party to exercise any right provided for in this Agreement will not be deemed a waiver of any future rights under this Agreement.
Under no circumstances will Aviaro be liable to Referrer for indirect, incidental, punitive, consequential, special, or exemplary damages (even if such damages are foreseeable or Aviaro has been advised or has constructive knowledge of the possibility of such damages), arising form the performance or non-performance of Aviaro, or arising from the operation of the Aviaro business; and the aggregate liability from Aviaro to the Referrer arising from or relating to this Agreement or the subject matter hereof, under any legal theory (whether in contract, tort, indemnity, or otherwise), will be limited to an amount equal to the fees that are owed to Referrer by Aviaro under the Terms of this Agreement.
If any legal action, including, without limitation to an action for arbitration or equitable relief, is brought by one Party against the other Party relating to this Agreement or the breach or alleged breach hereof, the prevailing Party in any final judgment or arbitration award, or the non-dismissing Party in the event of a voluntary dismissal by the other Party instituting the action, will be entitled to reimbursement from the other Party for the full amount of all reasonable expenses, including all court costs, arbitration fees, and actual attorneys’ fees paid or incurred in good faith.
Neither Party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including but not limited to acts of God, government restrictions, wars, insurrections, and/or any other cause beyond the reasonable control of the Party whose performance is affected including mechanical, electronic, or communications failure.
If the application of any provision of this Agreement to any particular facts or circumstances is held to be invalid or unenforceable by an arbitration panel or a court of competent jurisdiction, then the validity and enforce-ability of such provision as applied to any other particular facts or circumstances and the validity of other provisions of this Agreement will not in any way be affected or impaired thereby, and such provision will be enforced to the maximum extent possible so as to effect the intent of the Parties and reformed without any further action by the Parties to the extent necessary to make such provisions valid and enforceable.
This Agreement is to be construed in accordance with and governed by the internal laws of the State of Nevada, without giving effect to any choice of law rule. Aviaro agrees that courts located in Las Vegas, Nevada shall have exclusive jurisdiction and venue of any disputes arising from this Agreement. Parties warrant that they will conduct their business in accordance with all applicable State and Federal laws.
The provisions of this Agreement constitute the entire Agreement between the Parties and shall supersede all prior oral or written agreements or understandings relating to this subject matter.