VADANIA Affiliate terms

VADANIA Affiliate Terms

You must read and agree to the Terms & Conditions before proceeding.
The following are the terms and conditions governing your relationship with VADANIA Affiliate Program. As used in this Agreement, “we”, “us” means VADANIA Affiliate Program , and “you” means the applicant party. You agree to use any services offered by VADANIA Affiliate Program only in accordance with these Terms and conditions. VADANIA Affiliate Program reserves the right to make changes to all of these Terms and conditions at any time.

1.Enrollment in the Propram

You may submit a completed Program application to begin the enrollment process (“Application”). Submission of your Application to the VADANIA Affiliate Program implies acceptance to the terms set forth in this Agreement. We will evaluate your Application and notify you of your acceptance or rejection. We may reject your Application if, in our sole discretion, we determine for any reason that your website is unsuitable for the Program.
Unsuitable websites include, but are not limited to, those that:
Pornographic material, including any material appealing to the prurient interests;

Racial, ethnic, political, hate-mongering or otherwise objectionable content;

Investment, money-making opportunities or advice not permitted under law;

Gratuitous violence or profanity;

Material that defames, misrepresents, abuses, or threatens physical harm to others;

Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.;

Software Pirating;

Obscenity and any spoofing, redirecting, or trafficking from adult-related websites in an effort to gain traffic;

Infringement or violations of the patents, copyrights, trademarks, rights of publicity, rights of privacy, moral rights, music performance or other music-related rights, or any other right of any third party;

Any illegal activity whatsoever and links to any affiliate networks

The terms of our acceptance criteria are subject to change at any time without prior notice.

All decisions for acceptance into the Program will be made within our sole discretion.

If your Application is not accepted, you may reapply to the Program at any time; however, you should not and may not link to our site(VADANIA) unless you are approved for the Program.

As a member of the Affiliate Program, you grant VADANIA permission to distribute any email communication directly to you that brands determines is necessary communication for you to receive in order to continue as a member of the Program, regardless of your choice to opt-out from certain communication.

2.Links on Your Website or Third Party Websites

Upon acceptance into the Program, we will make available to you Qualifying Links that are subject to the terms and conditions of this Agreement. A “Qualifying Link” is a link from a website to our Site using one of the Universal Record Locators (“URLs”) or graphic links provided by VADANIA, VADANIA Affiliate Network or by other means selected by us for use in the Program. All Qualifying Links must link directly and exclusively to us. We must approve each and every website that links to our Site through a Qualifying Link. If you use a Qualifying Link to link a website to our Site without seeking explicit authorization, your continued use of that Qualifying Link shall be considered a breach of this Agreement. However, continued use of the Qualifying Link will nonetheless subject such websites to the Terms and Conditions of this Agreement.

The Qualifying Links will serve to identify you website as a member of the Program and will establish a link from a website to our Site. All Qualifying Links that you will use in the Program will be provided to you from VADANIA affiliate program or by other means selected by us. You also agree that you will display on the website containing the Qualifying Link only those logos, trade names, trademarks, graphic images and similar identifying material (“Licensed Materials”) that are provided by us or by our in-house affiliate network, and you will substitute such images with any new materials provided by us or our in-house affiliate network from time to time throughout the term of this Agreement. A web widget that is pre-approved in writing by VADANIA for use on your website may be considered a Qualifying Link for purposes of this Agreement. Accordingly, web widgets are subject to all of the Terms and Conditions of this Agreement that apply to Qualifying Links.

Only valid Qualifying Links will be tracked for purposes of determining Referral Fees that you may be eligible to receive on sales of Qualifying Products (as defined below) generated through your participation in the Program.

Only Qualifying Links may be used to link a website to areas within our Site. You may not link directly to VADANIA without use of a Qualifying Link. You may post as many Qualifying Links to our Site as you like on a website, provided that you ensure that each website containing a Qualifying Link posted by you meets the terms of this Agreement, including without limitation, that such website does not fall into the “unsuitable website” category described in Section 1, does not fall into the “prohibitions” set forth in Section 3, and you take responsibility for all websites on which you post a Qualifying Link in accordance with Section 10. The position, prominence and nature of links on a website shall comply with any requirements specified in this Agreement but otherwise will be in your discretion.

You acknowledge that, by participating in the Program and placing a link to VADANIA (or any category page therein) on any website through use of a Qualifying Link, we may receive information from or about visitors to such website or communications between such website and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in our Privacy Policy located in the footer of the VADANIA Site.

3.Prohibitions

You understand and acknowledge that this Agreement is made between you and VADANIA Affiliate Program and is solely for the purpose of allowing you to link to the VADANIA Affiliate Program.

As a condition to your acceptance and participation in the Program, you agree to the following prohibitions:

A. General Prohibitions.

You may NOT:

– engineer any website containing a Qualifying Link in such a manner that pulls Internet traffic away from VADANIA;

– publish, link to, sell, otherwise distribute, or place a Qualifying Link on the same page or in close proximity to any Objectionable Content. For purposes of this Agreement, “Objectionable Content” means any material, including textual, audio or video material, which is offensive (including hate speech or violence against a particular group of people); contains any nudity, explicit violence or sexual material; contains depictions of violent or sexual acts; is defamatory to any group or individual; or promotes alcohol, tobacco, or gambling/lottery;

– publish, link to, sell, otherwise distribute, or place a Qualifying Link on any social networking sites, including, but not limited to, Facebook, MySpace, Twitter, etc.

– attempt to modify or alter our Site in any way;

– make any representations, either express or implied, or create an appearance that a visitor to your website is visiting our Site, e.g., “framing” or “wrapping” the Site in any manner without first obtaining in advance our express written permission. Such requests must be made in writing and sent to VADANIA;

“scrape” or “spider” the Site or any other websites for content (such as images, logos or text);

– participate in Yahoo’s Search Submit Pro (SSP) Search Marketing Program;

– place ads on, or participate in any way in, AdNetworks or Search Content Networks;

– employ, use or place any web browser add-ons, toolbars or pop-ups on your website;

– link any Qualifying Link to any website other than our Site, including, for example, your own website;

– bid on our Trademarks at any website that provides search engine services and that results in driving traffic to any website, other than our Site, including your website;

– engage in any direct or indirect relationships with ISPs and/or mobile carriers that results in the delivery or act of address bar keyword and URL error trafficking (e.g., a user mistypes a web address in the ISP’s address bar or search bar, and, as a result, is redirected to a web page that contains a Qualifying Link that directs the user to sites like VADANIA).

– employ the use of any type of software download or technology which attempts to intercept or redirect traffic or Referral Fees to or from any website;

– use any Trademark (as defined in Exhibit A), or any Licensed Materials (as defined in Section 2), provided to you as a result of your participation in the Program to advertise or engage in services which result in a sale occurring on your website, whether or not you then have the item fulfilled through VADANIA Affiliate Program;

– without the prior written approval of VADANIA Affiliate Program, use any Trademark, or any Licensed Material in an advertisement that is not created or provided by VADANIA Affiliate Program in any way that might suggest or imply or mislead or is likely to mislead a visitor to your website into believing that VADANIA Affiliate Program was the creator or sponsor of such advertisement;

– re-distribute Licensed Materials (as defined in Section 2) to websites which can reasonably be viewed as VADANIA’s competitors, including but not limited to, “homedepot”, “acehardware”, “Amazon”, “Aliexpress”, and “harborfreight”.

– re-distribute, display or syndicate Licensed Materials and/or VADANIA’s datafeed, including any product information set forth therein, to any third party partner, network or agency;

– employ, use, or receive any direct or indirect benefit from, any “cookie stuffing” methods (e.g., use of “cookie stuffing” to cause VADANIA Affiliate Program tracking systems to conclude that a user has clicked through a Qualifying Link – and to pay commissions accordingly – even if the user has not actually clicked through any such link);

– install spyware on another person’s computer; cause spyware to be installed on another person’s computer, or use a context based triggering mechanism to display an advertisement that partially or wholly covers or obscures paid advertising other content on a website in a way that interferes with a person’s ability to view that website;

– display any material on a website containing a Qualifying Link which contains viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines;

– without the prior written approval of VADANIA Affiliate Program, use any widgets on your website that: (a) include any Trademarks (as defined in Exhibit A); (b) include any Licensed Materials (as defined in Section 2); or (c) directly or indirectly send traffic to VADANIA;

– post, publish, link to or place a Qualifying Link on the VADANIA’s Facebook Page;

– forward, redistribute, or otherwise repurpose any or all Qualifying Links to any third party;

– release VADANIA’s sales circulars, advertisements or other information prior to their authorized release dates; or

– purchase products or services sold or promoted on VADANIA through a Qualifying Link for resale or commercial use of any kind.

B. Prohibitions Regarding Use of Electronic Communications

Electronic Communication includes email messages, text messages, and any other form of non-verbal communication occurring without the use of physical mail. You may NOT do any of the following using Electronic Communication unless you first obtain in advance VADANIA Affiliate Program’s express written permission. Such requests must be made in writing and sent to VADANIA Affiliate Program. These prohibitions are in addition to, and not in place of, all prohibitions and restrictions that you are bound to under the VADANIA Affiliate Program Membership Agreement, as amended. You may not:

– generate or use Electronic Communication using or containing Trademarks (as defined in Exhibit A), or any variation or misspelling thereof, or products, or any of the Qualifying Links or URLS provided to you as part of the Program;- send any other Electronic Communication that in any way suggests or implies or misleads or is likely to mislead (including without limitation, via the return address, subject heading, header information or message contents) a recipient into believing that VADANIA was the sender or sponsor of such Electronic Communication or procured or induced you to send such Electronic Communication;- forward, redistribute, or otherwise repurpose any Electronic Communication that VADANIA sends to its affiliates and/or customers; and- generate or send any unsolicited Electronic Communication (spam) under this Agreement

C. Prohibitions regarding use of Trademarks (as defined in Exhibit A)

In addition to the requirements and prohibitions regarding use of the Trademarks set forth in Exhibit A, and incorporated herein by reference, you may NOT:

– use the Trademarks in any manner not expressly authorized by this Agreement.

– use the Trademarks, or any variation or misspelling thereof, in metatags, hidden text or source code, in your domain name or any other part of your URL as further detailed in Exhibit A;

– bid on keywords as further detailed in Exhibit A;

– bid on our Trademarks at any website that provides search engine services and that results in driving traffic to any website, other than our Site, including your website;

– bid on our Trademarks at any website that provides search engine services and that results in driving traffic to any website, other than our Site, including your website;

In addition, you are bound to act in compliance with all applicable federal, state and local laws and regulations, including without limitation, the CAN-SPAM Act of 2003 (“CAN-SPAM”) and the Children’s Online Privacy and Protection Act of 1998 (“COPPA”). You shall protect, defend, indemnify and hold harmless us and our parent and related entities from and against any claims, actions, liabilities, losses, damages, costs or expenses, including without limitation, attorneys’ fees and costs of litigation, even if such claims are groundless, fraudulent or false, incurred by us arising out of any content or activity by you or on your website or resulting from or in connection with your violation of any of the terms or prohibitions contained in this Agreement or any law, rule or regulation, including without limitation, claims for violations of third party intellectual property rights, and rights of privacy, including but not limited to CAN-SPAM and COPPA.

We will be responsible for all aspects of order processing and fulfillment of orders placed by customers who follow your Qualifying Links to VADANIA in accordance with applicable legal requirements. We reserve the right to reject orders that do not comply with any reasonable requirements that we periodically may establish. Among other things, we will prepare orders forms; process payments, cancellations, and returns; and handle customer service. Through the VADANIA Affiliate Program, you have the ability to track sales made to customers who purchase products using your Qualifying Links and you can review reports summarizing this sales activity. To permit accurate tracking, reporting, and fee accrual, you must ensure that your Qualifying Links are properly formatted. The form, content, and frequency of the reports are limited to those reports and capabilities available through the VADANIA Affiliate Program and may vary from time to time in our and/or The VADANIA Affiliate Program’s reasonable discretion.

VADANIA Affiliate Program will not be responsible for improperly formatted links regardless of whether you have made amendments to the code or not. In addition, we are unable to track or provide credit for sales from customers that are referred to us with browsers that do not have their cookies setting enabled.

4.Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Application and will end when terminated by either party. You may terminate this Agreement at any time, with or without cause, by giving us (five) 5 days prior written notice of termination. We may terminate this Agreement immediately at any time, with or without cause, by giving you written notice of termination. Upon termination, all VADANIA’s related content and links shall be promptly removed from your website. You are only eligible to earn Referral Fees on sales of Qualifying Products occurring during the term, and fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. In the event overpayment is made by us, you agree to promptly remit such excess payment upon notification by us. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

5.Modification

We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our Site. We will also make commercially reasonable efforts to notify you of such changes prior to or upon implementation. Modifications may include, for example, changes in the scope of available Referral Fees, Referral Fee Schedules, payment procedures, and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE AND/OR SENDING YOU THE CHANGE NOTICE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.

6.Relationship of Parties

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

7.Indemnification

You acknowledge that by entering into and performing its obligations under this Agreement, we do not assume and should not be exposed to the business and operational risks associated with your business, or any aspects of the operation or content of your website(s). Accordingly, in addition to any other indemnification obligations contained in this Agreement, you shall protect, defend, hold harmless and indemnify us from and against any and all claims, actions, liabilities, losses, costs and expenses, even if such claims are groundless, fraudulent or false (including court costs and reasonable attorneys’ fees) incurred as a result of claims of customers or other third parties against us and our affiliates, licensors, suppliers, officers, directors, employees and agents arising from or connected with any of the content or activities of your website (including without limitation any activities or aspects thereof or commerce conducted thereon) or related business, or your misuse, unauthorized modification or unauthorized use of the services or materials provided by us hereunder.

8.Limitation of Liability

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

9.Disclaimers

We make no express or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors; however, we will make commercially reasonable efforts to correct errors or interruptions promptly.

10.Miscellaneous

This Agreement will be governed by and construed in accordance with the laws of Hong Kong, without regard to or application of conflicts of law rules or principles. Any dispute, controversy, or claim shall be resolved through negotiation to the extent possible. In the event the Parties fail to resolve any dispute arising hereunder through negotiation, each party shall submit to the exclusive jurisdiction of the courts of Hong Kong. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure or agreement not to enforce your strict performance of any provision of this Agreement in a given instance will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

11.Publicity

You shall not create, publish, distribute, make or permit any public announcement of this Agreement or the relationship contemplated hereunder, (including, but not limited to, any press release, client list, screen shot, advertisement or any promotional material) without first submitting such material to us and receiving our written approval, which we may withhold in our sole discretion.

12.Confidentiality

Except as otherwise provided in this Agreement or with our prior written consent, you agree that all information including, without limitation, the terms of this Agreement, our business and financial information, our customer lists and purchase history, and our pricing and sales information, shall remain strictly confidential and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than you or your affiliates. Notwithstanding the foregoing, you may deliver a copy of any such information (a) pursuant to a subpoena issued by any court or administrative agency, (b) to your accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation or legal process, upon written notification to VADANIA Affiliate Program.

13.Deception or Fraud

VADANIA Affiliate Program actively monitors traffic for deceptive or fraudulent activity. If deception or fraud is detected as determined by VADANIA Affiliate Program’s sole discretion, your account will be made inactive pending further investigation. Violation of any of the terms or prohibitions contained in this Agreement may result in, among other things, (a) the immediate termination of this Agreement; (b) the withholding of Referral Fees due to you; or (c) the commencement of an action by VADANIA Affiliate Program against you seeking, without limitation, injunctive relief, recovery of actual, statutory or punitive damages.

14.Brand Protection

Any use of the VADANIA brand is subject to review and written approval in.
Any use of the VADANIA LOGO must be approved and reviewed in all cases.
You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Sites (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with VADANIA.com, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Sites to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from VADANIA.com is prohibited.

Exhibit A – Trademark Requirements
• Paid keyword ads that bid on the terms relating to VADANIA (case-insensitive) are not allowed. Those forbidden paid terms include but are not limited to, VADANIA, VADANIA.COM, or www.VADANIA.com. Any variations or misspellings(include misspellings as part of the domain for your website(e.g. www.VADANIA-coupons.com) are also prohibited. If we find any TM infringement during your promotion, the commissions you have generated will be withdrawn.
• If we find any TM/TM+ violation or malicious fraud, commissions generated will not be paid. We will ask for compensation for serious consequences or losses caused by the violation.
• You are not allowed to direct links. You are not allowed to use the VADANIA.com display URL.
• We reserve all the right for the final explanation of the PPC terms and conditions.

Please kindly find our permissible and prohibited keyword list here(update from time to time):
https://docs.google.com/spreadsheets/d/1ZcTUZE4AYxAHHixvaEAhxe18h3L0ta1sqPD2SU8TBMc/edit?usp=sharing

If we found that you have one of the prohibited actions mentioned above, corresponding actions will be taken as a punishment as follows:
1. For the first time: We will remind you to stop the actions by email and you need to stop the actions as soon as possible and then inform us when the action has been completed.
2. For the second time: We will remind you again and in the meantime, we will adjust your commission to 0% until you stop your violation and get back to us.
3. For the third time: We will remind you for the third time, but this time we will have to cancel all the orders that came from you in the past 30 days.
4. For the fourth time: We will suspend your account cease cooperation directly.

Exhibit B – Networks & Sub-Affiliates
These requirements apply to your use of the Program as a Network. A “Network” is defined as any affiliate that operates one or more websites as sub-affiliates through one (1) Application to the Program.

1.You agree to all the terms and conditions of this Agreement, including all attached Exhibits, on behalf of all sub-affiliates operating under the Network and are responsible for any action or inaction by such sub-affiliates.

2. You must seek prior written approval from VADANIA Affiliate Program before choosing to operate as a Network. Such requests must be made in writing and sent to us.

3. You must provide to VADANIA Affiliate Program a list of all sub-affiliates working within your Network within twenty-four (24) hours of any request from VADANIA Affiliate Program.

4. Any violation of this Agreement by any sub-affiliate may result in immediate termination of the entire Network from the Program.