TERMS AND CONDITIONS

As an authorized affiliate (Affiliate) of Push Engage, LLC (PushEngage), you agree to abide by the terms and conditions contained in this Agreement. Please read the entire Agreement carefully before registering and promoting PushEngage as an Affiliate.

Your participation in the PushEngage Affiliate Program (Program) is solely to legally advertise our website in order to receive a commission on memberships and products purchased by individuals referred to PushEngage by your own website or personal referrals.

By signing up for the Program, you indicate your acceptance of this Agreement and its terms and conditions. We reserve the right to modify this Agreement at any time.

1. Confidentiality. All the parties involved agree that any information, including the terms of this agreement, business and financial details, pricing, and sales information (including commission rates), must be kept confidential. This information should only be used within the scope of this agreement, unless: (a) it is already known or independently developed by the receiving party, (b) it is disclosed in public materials, (c) it is generally known to the public, or (d) it is lawfully obtained from a third party not bound by confidentiality obligations. However, each party is allowed to share this information (a) in response to a valid court or administrative order, (b) with its accountants, attorneys, or agents on a confidential basis, and (c) as required by applicable laws and regulations, such as the Securities Exchange Act of 1933 and the Securities Exchange Act of 1934. If such disclosure is necessary, the receiving party must notify the disclosing party in advance, unless prohibited by law.

2. Approval or Rejection of the Application. We reserve the right to approve or reject ANY Affiliate Program application in our sole and absolute discretion. You will have no legal recourse against us for the rejection of your Affiliate Program application.

3. Commissions. Commissions are paid once a month. For an Affiliate to receive a commission, the referred account must remain active for a minimum of 37 days.

• You cannot refer yourself, and you will not receive a commission on your own accounts. 

• Commissions will only be paid on the first new order for a customer. Any subsequent purchases by the referred customer will not be paid a commission. Commissions are not awarded for renewals, upgrades, or downgrades.

• Payments will only be sent for transactions that have been successfully completed. Transactions that result in chargebacks or refunds will not be paid out. 

• Transactions must occur on the Affiliate’s website; no coupons or other forms of referral will be accepted or paid. Any email, social media, and other forms of advertising must send customers through Affiliate’s website, or a commission will not be paid.

• The Company may withhold commissions if there are valid reasons that come to light, which, in the Company's reasonable discretion, justify withholding commissions. These reasons may include, but are not limited to, breaches of applicable laws and regulations, ethical violations, or actions detrimental to the Company's reputation.
  

Termination. Your affiliate application and status in the Program may be suspended or terminated for any of the following reasons:

• Inappropriate advertisements including, but not limited to, false claims or misleading hyperlinks.

• Spamming including, but not limited to, mass email and mass newsgroup posting.

• Advertising on sites containing or promoting illegal activities, and/or Adult or Drug-related content.

• Failure to disclose the affiliate relationship for any promotion that qualifies as an endorsement under existing Federal Trade Commission (FTC) guidelines and regulations, or any applicable state laws.

• Violation of intellectual property rights. PushEngage reserves the right to require license agreements from those who employ trademarks of PushEngage in order to protect our intellectual property rights.

• Offering incentives such as rebates, coupons, or kickbacks from your affiliate commission.

• Self-referrals, fraudulent transactions, and suspected affiliate fraud.

• Third-party advertising, including ad networks.

• Registering or creating web addresses intended to capture unintentional traffic or including misspelled words, word marks, or phrases.
  
  
• PushEngage has the right to terminate an Affiliate's account at any time if Affiliate violates this Agreement or for no reason. In such cases, any outstanding commissions will be revoked.
  

Affiliate Links. Affiliates may use graphic and text links on their website. You can use the graphics and text we provide you, or make your own, as long as they follow the conditions and do not violate any portion of Clause 3 above. 

Coupon and Deal Sites. PushEngage occasionally offers a coupon to selected affiliates and our newsletter subscribers. If you're not pre-approved / assigned a branded coupon, then you're not allowed to promote the coupon. Below are the terms that apply for any affiliate who is considering the promotion of our products in relation to a deal or coupon:

• Affiliates may not use misleading text on affiliate links, buttons, or images. Any text that implies a deal other than a current Affiliate-specific authorized deal from PushEngage is considered misleading.

• Affiliates may not bid on PPC terms such as PushEngage Coupons, PushEngage Discounts, or other phrases implying coupons are available.

• Affiliates may not generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button, or image for that particular coupon or deal. Your link must send the visitor to the PushEngage merchant site.

• Users must be able to see coupon/deal/savings information and, details before an affiliate cookie is set (i.e., "click here to see coupons and open a window to the merchant site"), is NOT allowed.

• Affiliate sites may not have "Click for (or to see) Deal/Coupon" or any variation, when there are no coupons or deals available, and the click opens the merchant site or sets a cookie. Affiliates with such text on the merchant landing page will be removed from the Program immediately.

Pay Per Click (PPC) Policy. PPC bidding is NOT allowed. Failure to abide by these terms will result in immediate termination of your account and a complete forfeit of any commissions earned.

Liability. PushEngage is not liable for any indirect or accidental damages, including, but not limited to, lost revenue or commissions due to tracking failures, missing database files, or any result of an intent to harm our program or website. PushEngage does not make any expressed or implied warranties with respect to the Program and/or the memberships or products sold by PushEngage. We make no claim that the operation of the Program and/or our website(s) will be error-free and we will not be liable for any interruptions or errors.

Term of the Agreement. The term of this Agreement begins upon your acceptance into the Program and will end when your Affiliate account is terminated.

Updates and Modifications of Terms and Conditions. The terms and conditions of this Agreement may be modified by us at any time. If any modification to the terms and conditions of this Agreement is unacceptable to you, your only choice is to terminate your Affiliate account. Your continuing participation in the Program will constitute your acceptance of any change.

Indemnification. Affiliate shall indemnify and hold harmless PushEngage and its affiliate and subsidiary companies, officers, directors, employees, licensees, successors, and assigns, including those licensed or authorized by PushEngage to transmit and distribute materials, from any and all liabilities, damages, fines, judgments, claims, costs, losses, and expenses (including reasonable legal fees and costs) arising out of or related to any and all claims sustained in connection with this Agreement due to the negligence, misrepresentation, failure to disclose, or intentional misconduct of Affiliate.

Relationship of Parties. PushEngage and Affiliate are considered independent contractors under this Agreement. This means that no partnership, joint venture, agency, franchise, sales representative, or employment relationship is created between the parties. Affiliate does not have the authority to make or accept any offers or representations on behalf of PushEngage. It is important that an Affiliate refrain from making any statements that contradict the content of this section.

Governing Law, Jurisdiction, and Attorney Fees. This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Florida. Any dispute arising under or related in any way to this Agreement shall be adjudicated exclusively in the state courts located in Palm Beach County, Florida. In the event of litigation to enforce any provision of this Agreement, the prevailing party will be entitled to recover from the other party its costs and fees, including reasonable legal fees.

Binding Electronic Agreement. This Agreement is an electronic contract that sets out the legally binding terms of your participation in the PushEngage Affiliate Program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the PushEngage application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.