Affiliate Terms Of Service

By enrolling as an affiliate with Magnific Group LLC dba ZONIA, you agree to the following Terms of Service. This agreement is by and between Magnific Group LLC dba ZONIA and their Affiliates. Magnific Group LLC dba ZONIA and the Affiliate shall be individually referred to herein as "the Advertiser" and "The Affiliate" respectively.

The Affiliate understands that Magnific Group LLC dba ZONIA and/or their assigns does not guarantee or predict any type of profit or response from said services.

The Affiliate agrees to hold Magnific Group LLC dba ZONIA harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature which Magnific Group LLC dba ZONIA may become subject arising out of or relating in any way to the use of the services provided under this agreement, including, without limitation, in each case attorneys' fees, costs and expenses actually incurred in defending against or enforcing any such losses, claims, expenses, suits, damages or liabilities.

Services to be Provided

  1. Affiliate may promote a product or service ("Offer") offered by Advertiser, as specified on the applicable Offer enrollment page. Offers may have additional terms and conditions as specified on the applicable Offer enrollment page ("Offer Terms"), and such terms and conditions are incorporated as part of this Agreement. By submitting an application to become an Advertiser Affiliate, participating in an Offer, or distributing Creatives as that term is defined below, Affiliate expressly consents to all the terms and conditions of this Agreement and the applicable Offer Terms.
  2. Advertiser shall make available to Affiliate, via the applicable Offer platform, graphic and textual links and other creative materials such as text ads, graphic ads, video ads, from and subject lines, and copy associated with the Offer (collectively, the "Creative") that Affiliate may display on websites owned or controlled by Affiliate, in emails sent by Affiliate, and in Affiliate's online advertisements (collectively, "Media"). Advertiser may, in its sole and absolute discretion, limit the use of the Creative to certain media or formats, terminate or change any Offer, and change or remove any Creative for any or no reason. Affiliate shall discontinue use and dissemination of the Creative immediately upon Advertiser's request.
  3. Affiliate shall only use traffic methods and Media permitted by the applicable Offer Terms, or as permitted by Advertiser in writing prior to Affiliate generating such traffic or using such Media.

Terms of Termination

This Agreement shall continue until terminated as provided herein.

  1. Affiliate may terminate this Agreement by providing Advertiser thirty days' written notice.
  2. Advertiser may terminate Affiliate's participation in one or more Offers or this Agreement at any time and for any or no reason, with or without notice.
  3. Upon termination of this Agreement, Affiliate shall immediately cease disseminating the Creatives, and return all Proprietary Information and Confidential Information to Advertiser, as those terms are defined herein. Upon termination, no further compensation shall be owed to Affiliate.
  4. Notwithstanding anything herein to the contrary, Advertiser may immediately terminate this Agreement without further compensation to Affiliate if at any time Affiliate or any Third Party Affiliates (if applicable) breaches this Agreement, engages in fraud, or violates any applicable state, federal, or local law, rule, or regulation. If the Agreement is terminated for the reasons stated in this section, Affiliate shall forfeit any unpaid Commissions.

No Warranties

WE MAKE NO WARRANTIES TO YOU OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICE Magnific Group LLC dba ZONIA and ITS SUBCONTRACTORS PROVIDE. WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE.

Terms of Use

Affiliate agrees:

  • to use Advertiser system in a manner that is ethical and in conformity with community standards;
  • to respect the privacy of other users (Affiliate shall not intentionally seek data or passwords belonging to other users, nor will you modify files or represent yourself as another user unless explicitly authorized to do so by that user);
  • to respect the legal protection provided by copyright law, trade secret law, or other laws protecting intellectual property;
  • to market and promote Advertiser product using Advertiser's promotional materials supplied or approved by Magnific Group LLC dba ZONIA. Promotional material must be consistent with Advertiser's branding and shall not be false or misleading;
  • Use affiliate links provided and direct potential purchasers of Magnific Group LLC dba ZONIA to the dedicated links provided by the Advertiser for proper tracking. Commissions cannot be paid if the Affiliate fails to use the correct link;
  • To conduct itself in compliance with all applicable laws, rules and regulations, including, without limitation, CAN-SPAM;
  • And recognize that all referrals will be joining Magnific Group LLC dba ZONIA Mailing list and will be part of future education and promotions received by us.

If Advertiser learns of a violation or likely violation of our TERMS OF SERVICE, the Advertiser will attempt to notify the Affiliate. If the Affiliate does not take immediate remedial action which is satisfactory to the Advertiser, or in the event of a serious violation of the TERMS OF SERVICE, the Advertiser reserves the right to terminate The Affiliate account immediately. Every effort will be made to inform the Affiliate prior to account termination, and to re-establish the Affiliate's account upon receiving such representations from the Affiliate as the Advertiser deem appropriate in the circumstances.

THE AFFILIATE ACCOUNT WILL BE TERMINATED IMMEDIATELY AND WITHOUT WARNING SHOULD THE AFFILIATE USE THE ADVERTISER SYSTEM AS PART OF ANY BULK EMAIL CAMPAIGN. The Affiliate may also be subject to fines and legal actions as a result of bulk email promotion.

Change of Terms and Conditions

The Advertiser reserves the right to change the terms and conditions of this agreement as needed. Use of the Advertiser servers by the Affiliate after said changes constitutes acceptance of those new terms and conditions. If the Affiliate does not agree to the new terms and conditions, the Affiliate may terminate this agreement in accordance with Section B.

Notification of Account Changes

The Affiliate agrees to notify the Advertiser of any changes to address, email address, telephone number, billing information.

Notices

All notices, requests, demands, and other communications under this agreement shall be in writing and shall be deemed to have been given on the date of delivery: if delivered personally to the party to whom notice is to be given; if sent by electronic mail with a cc: to sender; if sent by fax; or on the third day after mailing by first class mail.

Fraud

The Affiliate shall not commit fraud, violate any applicable law, rule or regulation, interfere with other affiliates or falsify information in connection with the Offer or the generation of Commissions. Fraud includes, but is not limited to:

  • using automated means to increase the number of Qualified Actions, using spyware, using stealware, click-through or conversion rates that are much higher than industry averages or Advertiser's averages;
  • generation of multiple leads from the same IP address;
  • placement of the Creatives on incentivized websites or using surveys without Advertiser's prior written consent;
  • attempts to create sales, leads, or "click-throughs" using robots, frames, iframes, scripts, or manually "refreshing" of pages, for the sole purpose of generating Qualified Actions;
  • sending emails that violate Section 5 herein;
  • click programs generating clicks with no indication by site traffic that it can sustain the clicks reported;
  • fraudulent leads as determined by Advertiser;
  • generation of multiple leads using proxy servers;
  • causing any referring URL to be suppressed or blank;
  • paying persons to complete leads;
  • generation of traffic in a manner other than as set forth in the applicable Offer;
  • use of any spawning process pop-ups or exit pop-ups;
  • manually creating fraudulent leads;
  • use of fake redirects, automated software, or fraud to generate clicks or leads;
  • spoofing, redirecting, or using third parties to relay traffic from other websites to generate leads; or acting in any way to generate fake leads; cookie-stuffing and other deceptive acts or click-fraud.

Advertiser reserves the right, but does not undertake the obligation, to monitor Affiliate or Third-Party Affiliate activity using a combination of proprietary software and third party monitoring services. Advertiser reserves the right to withhold Commission, suspend or terminate Affiliate, and investigate Affiliate for fraud and prohibited activities at its sole discretion, until Affiliate has provided evidence to Advertiser's satisfaction that Affiliate has not engaged in fraud. Advertiser shall make all determinations about fraudulent activity in its sole discretion.

Indemnification

  1. Affiliate shall indemnify, defend and hold harmless Advertiser and its subsidiaries, affiliates, partners and licensors, directors, officers, employees, shareholders, managers, successors, owners, related companies, agents, and assigns against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) (collectively "Claims") based on, related to, or resulting from any act or omission by Affiliate or Third Party Affiliate including but not limited to:
    • any breach or violations of this Agreement by Affiliate or Third Party Affiliate;
    • any misuse by Affiliate, Third Party Affiliate, or a party under the reasonable control of Affiliate of the Creatives, Offers or Advertiser Proprietary Information or Confidential Information;
    • the Media, including the content contained on such Media;
    • improper operation of an Offer by Affiliate or Third Party Affiliate;
    • the negligence or willful misconduct of Affiliate or Third Party Affiliate;
    • a violation of any laws, rules or regulations in the performance of Affiliate or Third Party Affiliate's obligations under this Agreement;
    • the violation or infringement of the intellectual property rights of any third party; or
    • fraud.

    This indemnity applies even if it is alleged or proven that damages were caused in whole or in part by any act, omission, negligence, breach, or conduct of Advertiser.

  2. If any Claim is or shall be brought against Advertiser, in respect to any allegation for which indemnity may be sought from Affiliate, Advertiser shall notify Affiliate and shall:
    • Provide reasonable cooperation at Affiliate's expense in connection with the defense or settlement of any such claim; and
    • Be entitled to participate, including in the selection of legal counsel, in the defense of any such Claim.

    Notwithstanding anything in this Agreement to the contrary, Advertiser may select legal counsel to represent it in any matter for which Affiliate is obligated to indemnify Advertiser, and Affiliate shall pay all such counsel's billed fees and costs. Affiliate shall not agree to any judgment or settlement that adversely affects Advertiser's rights or interests without Advertiser's prior written consent.