Affiliate Agreement

PLEASE READ THE ENTIRE AGREEMENT.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND OMP CORP PTY LTD, (GOZAPPI.COM)

BY SIGNING THIS DOCUMENT YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1.ENTIRE AGREEMENT

This Agreement, along with your approved Gozappi’ Affiliate Program Terms and Conditions represents the entire agreement between the Parties and supersede any other written or oral agreement between the Parties as pertaining to Your rights and responsibilities as a Gozappi Affiliate.

 

2.DEFINITIONS

  1. All references to the company or Gozappi mean OMP Pty Ltd  trading as Gozappi, and inclusive of Gozappi owner(s), parent company, affiliate entities, and employees, and assigns.

  2. All references to “You” and “Your” mean and refer to that Gozappi Affiliate who has executed this Agreement and You are each referred to herein as a “Party,” and collectively as the “Parties.”

  3. CUSTOMERS shall mean an individual, business or other group that purchases products or services from Gozappi. Customers who buy products through this Program will be deemed to be our customers.

  4. Your SUCCESSFUL REFERRALS shall mean the customers which you have referred to Gozappi and as a result of your referral has become a paying customer of Gozappi.

  5. AFFILIATE PROGRAMS shall mean the product / services / offers provided by Gozappi which approved affiliates can promote in order to receive a commission or bonus for every successful referral.

 

3. INDEPENDENT CONTRACTOR

  1. You are an independent contractor of Gozappi. It is the express understanding and intention of the Parties that no relationship of master and servant or principal and agent shall exist between Gozappi and You by virtue of this Affiliate Agreement.

 

4.AFFILIATE OBLIGATIONS

  1. To begin the affiliate registration process, you will complete and submit this affiliate agreement along with any program applications to GoZappi. The fact that we have approved your affiliate application or program application does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that you are unsuitable for our Program in the event of the following:

    1. Promotes sexually explicit materials

    2. Promotes violence

    3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

    4. Promotes illegal activities

    5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law

    6. Includes "Merchant" or variations or misspellings thereof in its domain name

    7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.

    8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.

    9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are gozappi or any other affiliated business.

  2. As a member of Gozappis Affiliate Program, you will have access to the affiliate tracking system, be able to review previously-published affiliate content in the affiliate membership area.

  3. In promoting Gozappi, it is entirely your responsibility to follow all applicable intellectual property and other relevant laws. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.

 

5.AFFILIATE COMMISSIONS AND BONUSES

  1. There are two types of Commissions with Gozappi: One-time and Recurring.

  2. Your One-time commission and Recurring commissions are specified in each approved Affiliate Programs offered by Gozappi.

  3. Affiliates must apply for each affiliate program separately and must be individually approved for each program to be entitled to commissions and bonuses for that program.

  4. In order to make a commission or a bonus, the affiliate must deliver the requirements detailed in the Affiliate Program which the affiliate is approved for. 

  5. Your commission and bonuses will be paid according to the designated payment schedule.

  6. Gozappi uses the affiliate tracking system to track successful sales and commission payments due to our affiliates. You will have access to information we use to determine commissions we owe you.

  7. If a referral returns a product/service or if the referral requests a refund on the purchase, you will not receive a commission. Gozappi returns all money to the referral, so you must also return your portion of the sale.

  8. Because of the 30-day return period for all Gozappi products, and because of periodic processing, Gozappi may hold your commission payout for a period of up two (2) months.

  9. The commissions and bonuses will be released into the account you have provided to us.

 

6.REVERSALS

  1. Gozappi reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and policies. If payment for a sale later results in a refund, and if a commission or bonus was paid to you for that sale, then the commission or bonuses will be deducted from your future commissions.

  2. Additionally, if we ask you for clarification or more information on any orders that we suspect may be in violation of our terms and policies, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy.

    1. You are not forthcoming, you are intentionally vague, or you are found to be lying.

    2. You are not responsive within a reasonable time period and after multiple attempts to make contact using the information listed in your network profile.

    3. You cannot substantiate or validate the source of your leads to our program with clear and demonstrable proof.

  3. If any of the above apply, then we reserve the absolute right to suspend you from the Program, reverse orders, modify payouts, set your commission to 0%, or immediately terminate your participation in the Program. It is incumbent upon each affiliate to ensure that it has the appropriate checks and balances in place to address such issues proactively and to adhere to the terms and policies of this Agreement.

 

7.TERM AND TERMINATION.

  1. Gozappi reserves the right to end an affiliate program as it sees fit. In this event, the Affiliate who is on an existing recurring payment schedule, will continue to accumulate commissions for each paid transaction by the customer for as long as the customer remains a paying customer.

  2. Your Affiliate contract/agreement with Gozappi begins when you are approved as an affiliate and will continue month-to-month until either:

  • Gozappi cancels Your account due to Your breach of any of the terms of this Agreement. In the event this Agreement is cancelled due to Your breach, You forfeit all Commissions and Bonuses owed to You or that may in the future be owed to You.

     or

  • Gozappi or its successors or assigns, in its sole and absolute discretion may cancels the Affiliate Agreement. In this event, you’ll receive thirty (30) days’ written notice, sent to the e-mail address. You will stop the promotions of any affiliate program you’ve been approved for.  You will not be entitled to any commissions or bonuses for successful referrals or sales which occurs after this date. 

  • Affiliate who is on an existing recurring commission for eligible sales prior up to this date, will continue to receive commissions in accordance with the terms and conditions of each approved program for as long as the customer remains a paying customer.

 

8.LEGITIMATE SALE

  1. Commissions and Bonuses are paid only for transactions that actually occur. If the transaction does not actually occur, or if payment from a Sale is not actually received by Gozappi, you will not paid a Commission or Bonus on the transaction.

 

9.MARKETING AND RECRUITING.

  1. Anything You communicate in marketing or advertising any Gozappi service or opportunity must be true and accurate.

  2. Claims that relate to any Gozappi service or opportunity that are untrue or fraudulent are strictly prohibited.

  3. You may not claim that any government, person, or entity endorses or supports Gozappi. You may not use the intellectual property of any other person or entity in advertising any Gozappi service or opportunity.

  4. Gozappi permits you to promote offers on Facebook, Twitter, blogs, discussion forums, and post your affiliate links on your own social media.

 

10.PROHIBITED ACTIVITY.

Gozappi has the right to terminate this Agreement at any time if You engage or have ever engaged in any of the following:

  1. HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Gozappi reputation; and the violation of the rights of Gozappi or any third party.

  2. “SPAMMING” AND UNSOLICITED COMMUNICATIONS. Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to Gozappi reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.

  3. OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another.

  4. You ARE PROHIBITED from posting your affiliate links on the social media of Gozappi

 

11.NON-DISPARAGEMENT.

  1. You are not permitted to disparage the company, its products of services or any other person or entity, including without limitation the products or services of a competitor of Gozappi.

 

12.INCOME CLAIMS.

  1. If Your recruiting efforts include claims related to the potential income a Gozappi Affiliate can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of Gozappi, the following guidelines must be adhered to:

  1. Your statements must be completely true and accurate and supported by evidence;

  2. If You use a hypothetical scenario, You must clearly label it as a hypothetical scenario; and

  3. Your statements must be accompanied by the Gozappi income disclosure statement.

 

13.NO WARRANTY; NO LEADS.

Gozappi does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Gozappi will not at any time provide sales leads or referrals to You. Additionally, GOZAPPI’ WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. GOZAPPI MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY GOZAPPI WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. GOZAPPI MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY GOZAPPI WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY GOZAPPI WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY GOZAPPI’ WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY GOZAPPI’ WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

14.LIMITATIONS OF LIABILITY

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 GOZAPPI'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.

 

15.ACCESS AND PASSWORDS

  1. As an affiliate, you will be assigned a username and password to access Gozappi’s systems. YOU AGREE THAT YOU ARE THE ONLY INDIVIDUAL ENTITLED TO ACCESS THE SITE USING YOUR USERNAME OR PASSWORD, AND YOU AGREE NOT TO PERMIT OTHERS TO ACCESS THE SITE USING YOUR USERNAME OR PASSWORD. You agree that all actions taken by you, or any other user that accesses the Site using your username and password, at or through the Site will be attributed to and legally bind you, even with respect to acts for which the user had no actual authority or made an error. You assume all resulting liability from use of the Site and any services available on it by you or others using your username or password. If you lose your username or password, please contact us at: Affiliates@gozappi.com.

 

16.RELEASE/AUTHORIZATION TO USE PHOTOGRAPHS.

  1. You grant Gozappi permission to use any and all photographs taken by Gozappi or its agents or employees, or submitted by You to Gozappi (hereinafter “Photographs”) in any Media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of Gozappi or any product or service sold and marketed by Gozappi. You agree that this authorization to use Photographs may be assigned by Gozappi to any other party. You agree that that the Photographs may be combined with other Photographs, sounds, text and graphics, and that the Photographs may be manipulated, cropped, altered or modified in Gozappi’s sole discretion. You agree not to charge a royalty or fee, and not to make any other monetary assessment against Gozappi in exchange for this Release and Assignment. You hereby release and forever discharge Gozappi from any and all liability and from any damages You may suffer as a result of the use of the Photographs. You further acknowledge and agree that this Release is binding upon Your heirs and assigns. You agree that this Release is irrevocable.

 

17.DISCLAIMER.

  1. On any website that You advertise any Gozappi service or opportunity, You must plainly display (i.e., not in a link, or in small font) the following disclaimer language:

  2. Disclosure: I am an independent Gozappi Affiliate, not an employee. I receive referral payments from Gozappi. The opinions expressed here are my own and are not official statements of Gozappi or its parent company, OMP Pty Ltd.

 

18.CONFIDENTIALITY

  1. All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

 

19.TAXES.

  1. You are responsible for any and all tax obligations that arise from or in any way relate to any commissions or bonuses You receive from Gozappi.

 

20.INVENTORY LOADING/REBATES.

  1. You are not permitted to open a Gozappi account under the name of another person or entity, or under a fictitious name. You are not permitted to open a Gozappi account under any name merely for the purpose of obtaining Commissions, Bonuses, or any other compensation, including without limitation incentives or prizes which may be offered from time to time. You are not permitted to offer cash rebates or other monetary incentives to actual or potential Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to Gozappi all Commissions and Bonuses earned as a result of any such violation.

 

21.GOZAPPI’S INTELLECTUAL PROPERTY.

  1. No logo, tagline, trademark, trade name, copyrighted material, trade secret, or confidential information (collectively, the “Gozappi’s Intellectual Property”) owned by Gozappi may be used, copied, or reproduced by You except as set forth below.

  2. No Gozappi Intellectual Property (or any mark confusingly similar to any Gozappi Intellectual Property) is to be advertised for sale or registered as a domain name by You in any fashion.

 

22.INDEMNITY

  1. You agree to protect, defend, indemnify and hold harmless Gozappi, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of the Your conduct. Your indemnity obligation includes, but is not limited to, any third party claim against Gozappi for liability for payments for, damages caused by, or other liability relating to, You.

 

23.FORCE MAJEURE.

  1. Gozappi will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of Gozappi. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Gozappi shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.

 

24.ASSIGNMENT

  1. Gozappi may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by without Gozappi’ or its assigns express written consent.

 

25.ARBITRATION, GOVERNING LAW, AND ATTORNEYS’ FEES.

A. ARBITRATION. Any claim or grievance of any kind, nature or description that You have against Gozappi including, but not limited to, economic losses, personal injury, or property damage, shall be resolved exclusively in binding arbitration in Australia. You agree not to file suit against Gozappi or any of its affiliates, subsidiaries, officers, directors, employees, successors, or assigns. The arbitration will take place before a neutral arbitrator (hereafter, “Arbitrator”) agreed upon by You and Gozappi. In the event that You and Gozappi are unable to reach agreement on an Arbitrator, You and Gozappi will each select an arbitrator, and the two of them will select the Arbitrator, who must be a resident of Australia. The arbitrators selected by You and Gozappi will have no further involvement in the arbitration. The Arbitrator will determine the rules governing arbitration. The decision of the Arbitrator will be final and binding on You and Gozappi and may be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate survives any termination or expiration of the Agreement.

B. GOVERNING LAW. This Agreement shall be governed, construed, and interpreted in accordance with the laws of Australia without regard to any choice of law provisions.

C. WAIVER OF CLASS ACTION CLAIMS. You understand and agree that You will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim You have against Gozappi to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against Gozappi may not be joined or consolidated with claims brought by anyone else.

D. LIMITATIONS PERIOD. Any claim brought in arbitration must be brought within the time period set forth in any statute of limitations that, but for this agreement to arbitrate, would apply to the claims asserted in any arbitration proceeding.

E. INJUNCTIVE RELIEF. Nothing in this Agreement prevents Gozappi from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Gozappi’ rights prior to, during, or following any arbitration proceeding.

F. ATTORNEYS’ FEES. You agree that in the event of any arbitration or litigation, each Party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either Your or Gozappi commences an action in a court of law or equity and the responding Party successfully moves such court to compel arbitration, the Party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other Party.

 

26.MODIFICATION/AMENDMENTS

  1. This Agreement and Gozappi’ standard Terms and Conditions may be modified by Gozappi at any time, with or without prior notice to You. Amendments or Modifications may be made to this Agreement or the Terms and Conditions (with the exception of matters relating to your commissions) will be binding on You when they are sent to You via e-mail, or are posted in the affiliate center.  

  2. In the event where amendments have been made to the commissions and bonuses for the affiliate programs, these amendments will only effect future activities.  Affiliate who is on an existing recurring commission for eligible sales prior to this date, will continue to accumulate commissions for each paid transaction by the customer for as long as the customer remains a paying customer

 

27.MISCELLANEOUS

  1. 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 Gozappi.

  2. You may not amend or waive any provision of this Agreement unless in writing and signed by Gozappi authorised personnel.

  3. 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.

  4. 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.

 

28.NO WAIVER.

No waiver by Gozappi of any right reserved or granted to Gozappi under this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of Gozappi.

 

29.NOTICE.

Any notice required to be given to Gozappi under or related to this Agreement shall be in writing, addressed as follows:

OMP Pty Ltd  Address: PO Box 113 Pooraka SA 5098

 

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Gozappi – It means a great deal in so many ways.

For our sellers, Gozappi is an easy and affordable way to scale your business by using a built-in evergreen sales funnel to help you acquire leads, nurture leads and convert them into repeat buyers. At Gozappi, we are more than just your marketing tool for creating a great deal, we are your very own marketing department.

 

For our buyers, you mean a great deal to us, so as our way of saying thank you we’ll reward you for joining us on our journey to making our world a little happier because that means a great deal to us.

Discover how you can best join our us on our journey here. Don’t be shy, we’ll welcome you with happiness.

© 2019 OMP Pty Ltd  Trading as Gozappi