Definitions

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in XeraSupport’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the XeraSupport web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to XeraSupport, and “you,” “your,” and “yours” refer to the affiliate.

Affiliate obligations

To begin the enrollment process, you will complete and submit the online application at website link. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

  • Promotes sexually explicit materials
  • Promotes violence
  • Promotes discrimination based on age, sex, disability, race, religion, nationality, sexual orientation
  • Promotes illegal activities
  • Uses any materials that infringe (or allow others to infringe) upon copyright, trademark, or other intellectual property, or to violate the law
  • Is otherwise in any way harmful, unlawful, threatening, defamatory, offensive, harassing, or otherwise objectionable to us in our sole discretion
  • Contains software that potentially enable diversions of commission from other affiliates in our program

Your site may not mimic, imply or lead customers to believe that you are XeraSupport or other affiliated business

You will have access to our Affiliate Account Management System, where you will be able to review program details, access previously-published affiliate newsletters, download HTML codes (that provide the links to XeraSupport’s site & products), download graphic ads, get tracking codes for coupons/sales/discounts.

In order for us to accurately track all guest visits from your site to ours, you MUST use the HTML code we provide for every graphic or link to our site.

We reserve the right, at any time, to review your use and placement of your links and require that you change the placement or use to comply with the guidelines provided to you.

The maintenance of your site is your responsibility; we may monitor your site and notify you of any changes we feel may enhance your performance.

It is entirely your responsibility to follow all intellectual property laws that apply to your site. You must have express written permission to use any person’s copyrighted material, whether it be writing, image, or any other copyrightable work. We will not be responsible (and you will be responsible) if you use another person’s copyrighted material or other intellectual property in violation of the law or any third party’s rights.

Affiliates must prominently display a notice disclosing that you receive compensation for referred customers, in accordance with the FTC Endorsement Compliance laws, and other privacy and disclosure laws. This notice must be visible on any Affiliate website, link, blog post, email, social media post, or any other location of an affiliate link.

XeraSupport reserves the right to withhold commission fees and terminate this Agreement, at our discretion, should we determine that you are not in compliance with the law or any other guideline we deem relevant.

Merchant obligations

We have the right to monitor your site at any time to determine if you are following the Terms & Conditions of this agreement.

We may notify you of any changes to your site we feel should be made, or to make sure that your links to our website are appropriate.

If you do not make the changes we feel are necessary, we reserve the right to terminate your participation in XeraSupport’s affiliate program.

XeraSupport reserves the right to terminate this Agreement and your participation in the XeraSupport affiliate program immediately and without notice to you should you commit fraud in your use of the XeraSupport affiliate program, or should you abuse this program in any way.

If such fraud or abuse is detected, you forfeit any Commission Fees you may have earned but were not yet paid out by XeraSupport.

This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated under the following conditions:

Termination

Either you or we may end this Agreement AT ANY TIME, for any reason, by giving the other party written notice. Written notice may be in the form of mail, email or fax.

In addition, this Agreement will terminate, effective immediately, upon any breach of this Agreement by you.

Modification

We may modify the terms of this Agreement, at any time, at our sole discretion. In such event, you will be notified via email.

Modifications may include, but not limited to, changes in the payment procedures and XeraSupport’s affiliate guidelines.

If any change is unacceptable to you, your only option is to end this Agreement.

Your continued participation in XeraSupport’s affiliate program following the posting of the change notice or new Agreement to our site will indicate your acceptance of the changes.

It is your responsibility to read and understand all terms in this Agreement, and to stay up to date with any changes.

Commission and Payment

Commissions will be determined by XeraSupport.

Commissions will be calculated based on the commission rates stated on the XeraSupport website for each Qualified Purchase.

A Qualified Purchase does NOT include the following:

  • A purchase by a Referred Customer who is also associated with any XeraSupport reseller, referral, or other XeraSupport program.
  • A purchase by a Referred Customer who is not up to date with their payments, or is subject to a refund, referral or other program.
  • A purchase that was completed prior to the Affiliate joining the affiliate program, or was not tracked properly through an Affiliate link.
  • A purchase by a Referred Customer that has not been in good standing with XeraSupport for a period of at least thirty (30) days, or is in violation of XeraSupport’s Terms & Conditions or other applicable policy at the time the Commission Fees accrue.
  • A purchase that XeraSupport suspects, in our sole discretion, is the result of fraud, which shall include, but not limited to:
    • The use of software that generates real and fictitious information
    • Multiple accounts from the same customer
    • The referral of accounts that do not comply with this Agreement
    • A purchase by Referred Customer, if the Referred Customer was offered unauthorized coupons, refunds, discounts or credits by the Affiliate

XeraSupport reserves the right to withhold payment of Commission Fees to Affiliates who are new to XeraSupport affiliate program, or who have Commission Fees that are potentially fraudulent as determined by XeraSupport in our sole discretion, pending review to determine the legitimacy of the Qualified Purchase.

XeraSupport reserves the right to withhold payment for later review of any Commission Fee that fails to meet the criteria of a Qualified Purchase. XeraSupport is not required to actively notify Affiliate about the status of Commission Fees. Affiliate is responsible for monitoring the payment, denial and withholding of Commission Fees.

Affiliates have thirty days (30) from the day the payment would have been made to contact XeraSupport about withheld or cancelled Commission Fees. Any changes to decisions about cancelled or withheld Commission Fees are strictly made in XeraSupport’s sole discretion.

Any attempt to manipulate, falsify, or inflate Referred Customers, Qualified Purchases, or Commission Fees, to intentionally defraud XeraSupport will result in immediate termination of this Agreement and you will NOT be paid any Commission Fees owed at the time of termination.

Commission Fees will accrue and only become payable once you:

  • Provide all relevant tax and address documentation
  • Reach the Commission Payment Threshold of $20, based on the commission rates stated on the XeraSupport website

Commission Fees will be calculated and processed every 30 days. XeraSupport will only pay out verified Commisson Fees accrued during the previous payment cycle.

Commission Fees will be calculated according to the specified percentage as stated on the XeraSupport website.

Commission Fees will be paid based on the information you provide us in your Affiliate profile. You are required to notify us promptly of any change in your address by updating your profile information in the Affiliate Account Management System.

You are responsible for informing XeraSupport of your desired payment method. You can update or change your desired payment method at any time by updating your Affiliate profile. Any changes to your desired payment method may take up to two (2) payment cycles to take effect.

You may choose to receive Commission Fees through the following Payment Methods:

  • Paypal
  • Stripe
  • (If in Canada) Etransfer

PAYPAL: Please refer to PayPal’s policy to ensure you are eligible to receive payment if you live outside of Canada. Payments will only be reissued within 30 days of the original issue date, in the case of incorrect address or PayPal’s refusal to accept payment.

STRIPE: Please refer to Stripe’s policy to ensure you are eligible to receive payment if you live outside of Canada. Payments will only be reissued within 30 days of the original issue date, in the case of incorrect address or Stripe’s refusal to accept payment.

XeraSupport is NOT RESPONSIBLE for paying any third-party fees charged by Paypal, Stripe, or your bank in order for you to receive Affiliate Commission Fees.

XeraSupport reserves the right to, in our sole discretion, modify the available payment methods or payment schedule at any time. Such changes take effect when posted.

Affiliate has access to XeraSupport’s affiliate program statistics and must file disputes within 30 days after the end of the month in which the sale or event that is being disputed occurred. Disputes filed after this time will NOT be accepted by XeraSupport, and Affiliate forever forfeits any rights to a potential claim.

It is solely your responsibility to provide XeraSupport with accurate tax and payment information that is necessary to issue a payment to you. If XeraSupport does not receive the required payment and/or tax information within 60 days of a Qualified Purchase, the applicable commissions will be forfeit and no Commission Fees will be owed based on that specific Qualified Purchase.

Access to Affiliate Account

As a member of XeraSupport’s affiliate program, you will have access to our Affiliate Dashboard. There you can access information related to your:

  • Analytics, statistics and performance of your affiliate links
  • Marketing tools and materials, including but not limited to, banners, links, graphics, email swipe copy, and/or social media swipe copy.
  • Commission Fees earned, paid, payment info and contact info

We will create and email you a password so that you may access the Affiliate Dashboard. You will be able to change your password.

You may not share your password with any other person. You are responsible for any actions taken through the use of your password.

You may review this Agreement at any time. Please review regularly to stay up to date with any changes.

Promotion Restrictions

You are free to promote your own websites, but any promotion that mentions XeraSupport could be perceived as a joint effort. To that end, some forms of advertising are unacceptable to us, and always prohibited. They include, but not limited to:

  • Advertising known as “SPAMMING”
  • Unsolicited Commercial Email
  • Postings to non-commercial groups, including newsgroups
  • Cross-posting to multiple groups at once
  • Advertising that effectively conceals or misrepresents your identity, including domain name and email address

You may use mailings to promote XeraSupport, so long as the recipient is already a customer or subscriber of your services or website, and recipients have the option to remove themselves from future mailings.

You may post to social media groups and message boards to promote XeraSupport so long as the group specifically welcomes commercial messages.

At all times, you must clearly represent yourself and your websites as separate and independent from XeraSupport.

If it comes to our attention that you are spamming or otherwise using prohibited forms of advertising, we will consider that cause for immediate termination of this Agreement and your participation in XeraSupport’s affiliate program. Any pending balances owed to you will NOT be paid if your account is terminated due to such unacceptable advertising or solicitation.

Use of “Pay-per-Click” campaigns related to XeraSupport are prohibited, and will result in termination of this Agreement and your participation in  XeraSupport’s affiliate program. Any pending balances owed to you will NOT be paid if your account is terminated due to use of Pay-per-Click campaigns.

Grant of License

We grant to you a non-exclusive, non-transferable, revocable right to

  • access our site through HTML links solely in accordance with the terms of this Agreement and
  • solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose.

You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of XeraSupport’s Affiliate Program.

You agree that all uses of the Licensed Materials will be on behalf of XeraSupport and the good will associated therewith will inure to the sole benefit of XeraSupport.

Each party agrees not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light.

Each party reserves all of its respective rights in the proprietary materials covered by this license.

Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

Disclaimer & Liability

XERASUPPORT MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING XERASUPPORT SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF XERASUPPORT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED.

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.

WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL MERCHANT’s CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.

Representations and Warranties

You represent and warrant to us that:

  • You have reviewed and understand this Agreement and agree to be bound to its terms.
  • You will not include in your Affiliate site content that violates this Agreement.
  • You are at least the age of majority in your place of residence. In Canada, this age is eighteen (18) years old.
  • Each Referred Customer is valid, genuine, and unique, and meets the criteria of a Qualified Purchase for generating a Commission Fee as provided in this Agreement.

Miscellaneous

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 XeraSupport.

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 Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada without regard to the conflicts of laws and principles thereof.

You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.

If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.