This Affiliate Agreement and the OMNI blvd PRO Terms of Service incorporated herein by reference (collectively the “Agreement”) govern your activity, application to join, and any subsequent participation in OMNI blvd PRO's Affiliate program (the “Program”). By accepting the Terms of Service or by participating in the Program, you also agree to be bound by the terms herein. This Agreement is a binding legal agreement between the individual who accepted its terms or the business entity that the individual represents (“Affiliate,” “You,” or “you”) and OMNI blvd PRO (“OMNI blvd PRO,” “we,” or “us”). If You represent a business entity, you represent and warrant that you have the authority to bind that entity to this Agreement. OMNI blvd PRO reserves the right to modify the Agreement at any time. Your continued participation in the Program shall be deemed acceptance of any new versions of the Agreement.
SECTION 1. PROGRAM APPLICATION
You agree to provide all information reasonably requested by OMNI blvd PRO in connection with Your Program application, and You represent and warrant that all information that You provide is truthful and accurate. You understand and agree that OMNI blvd PRO retains sole and exclusive discretion to determine whether You qualify for participation in the Program. OMNI blvd PRO reserves the right to change its criteria for the Program at any time, for any reason. You expressly consent to be contacted about your application and the Program via the email address and the phone number You provide in Your application. Such forms of contact may include but are not limited to automated dialing systems, texts, and artificial or pre-recorded messages. You may revoke this consent at any time by submitting such revocation in writing to firstname.lastname@example.org.
SECTION 2. PROGRAM RULES (THE “RULES”)
To participate in the Program, you must comply with the following Rules. If OMNI blvd PRO determines, in its sole discretion, that you are not in compliance with these Rules, you will be considered in material breach of this Agreement, and OMNI blvd PRO may terminate this Agreement and Your participation in the Program immediately (including forfeiture of Earned Commissions), without liability, in addition to seeking any other available remedies in law and equity.
a. Compliance with the Laws: You are responsible for compliance with all applicable laws and regulations. In particular, Affiliate may only publish or otherwise distribute advertisements in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC. OMNI blvd PRO retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct are in compliance with all laws.
b. Disclosure Requirement: On any website that Affiliate advertises any OMNI blvd PRO Service or product, Affiliate must plainly display (i.e., not in a link, or in small font) disclaimer language, such as: “Disclosure: I am an independent entity from OMNI blvd PRO. I am not an agent or employee of OMNI blvd PRO and have no authority to make a binding contract or represent OMNI blvd PRO. I receive referral payments from OMNI blvd PRO. The opinions expressed here are my own and shall NOT be interpreted or considered as representations, guarantees, or statements made by OMNI blvd PRO or any of its subsidiaries, agents, or assigns.
c. Non-Disparagement: Affiliate agrees that Affiliate shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning OMNI blvd PRO or any employees or officers now or in the future. Affiliate may not make any negative comment about a competitor for the purpose of promoting OMNI blvd PRO products or services.
d. Social Media Requirements: If Affiliate advertises on any social media platform, Affiliate must comply with all rules imposed by each social media platform (for example, this includes but is not limited to the following: (i) Each Instagram post must use Instagram’s “Paid Partnership” tool, and (ii) Each YouTube post must contain the word “Ad,” “Advertisement,” “Promotion,” or “Paid Partnership” within the video itself in a font size that is clearly recognizable to the viewer and which appears persistently throughout the length of the video in the top right-hand portion of the video). You are responsible for ensuring Your compliance with the applicable social media platform rules. In addition, each post must comply with all of the following:
1. Each post must contain #OMNIblvdPRO
2. Each post must contain #ad in a clear and conspicuous location before the text of the description and in all events before the “More” button
e. Marketing Claims: Affiliates are strictly prohibited from making claims concerning the products and services offered by OMNI blvd PRO that are inconsistent with, or beyond the scope of marketing materials produced and made available by OMNI blvd PRO on OMNI blvd PRO’s website, www.omniblvd.com (“OMNI blvd PRO Website”). Affiliate is also expressly prohibited from making any express or implied claims that OMNI blvd PRO is or provides a business opportunity, franchise opportunity, a “business-in-a-box,” or an assisted marketing plan. Affiliates may not make, publish or communicate any claims or statements that expressly or impliedly guarantee that a potential new user (“Prospect”) will make money by using OMNI blvd PRO or by becoming an Affiliate. In addition, all marketing collateral made, published, and communicated by Affiliate must be:
1. completely true and accurate and supported by evidence of Affiliate’s experience.
2. accompanied by the following disclaimer in clear and conspicuous font and placement: “These were my results based on my experience. Your results may be different. There is no guarantee you will make money.”
f. General Advertising Rules: You represent and warrant that Your affiliate website(s) (“Website”), social media posts, and any other advertising materials will not:
1. Infringe OMNI blvd PRO’s or anyone else’s intellectual property, publicity, privacy, or other rights.
2. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, offensive, or contains nudity, pornography, or sexually explicit materials.
3. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information.
4. Contain software or use technology that attempts to intercept, divert, or redirect Internet traffic to or from any other website, or that potentially enables the diversion of affiliate payments from another website. This includes toolbars, browser plug-ins, extensions, and add-ons.
g. Pay-Per-Click (“PPC”) Guidelines: Affiliates may run paid advertising campaigns as long as they are otherwise in compliance with the terms of this Agreement, Google's terms and conditions related to PPC, and any applicable laws and regulations.
h. Other Rules: You represent, warrant, and agree to comply with the following:
1. Affiliate is responsible for ensuring its method of advertising is authorized by any applicable third-party online search engine, directory, or web portal.
2. Affiliate is responsible for ensuring it does not compete with OMNI blvd PRO for paid advertising or organic search engine rankings.
3. Affiliate may not use any misleading redirects to bring a user to its website. OMNI blvd PRO will not pay commissions to any Affiliate who uses misleading redirects.
4. Affiliate will not use the word “OMNI blvd PRO” in any of its own social media handles or domain names for the purpose of competing for search engine rankings.
5. Affiliate will not include the word “official” in its social media handles or domain names. OMNI blvd PRO may allow exceptions, provided that such exceptions are approved in writing by OMNI blvd PRO.
6. Affiliate is prohibited from submitting promotions, advertisements, or marketing materials with grammatical or spelling errors.
7. Affiliate is prohibited from promoting OMNI blvd PRO in a way that could be construed as negative, harmful, or hateful.
SECTION 3. END USER LICENSE AGREEMENT AND END USER TERMS OF SERVICE
Affiliate acknowledges and agrees that any end users referred to the OMNI blvd PRO Website by Affiliate must agree to and accept the OMNI blvd PRO End User License Agreement and Terms of Service (the “EULA” and “TOS”). Affiliate agrees that the EULA and TOS are hereby incorporated into this Agreement by reference. Affiliate further agrees to indemnify OMNI blvd PRO for any breach of the EULA or TOS by any end users referred to the OMNI blvd PRO Website by Affiliate.
SECTION 4. TRACKING, EARNED COMMISSIONS AND PAYMENT
a. Tracking: OMNI blvd PRO will provide You with Affiliate software to help keep track of and verify transactions between referred customers and us. OMNI blvd PRO will determine the format of the tracking software and will make the tracking software available to You via an online portal.
b. Earned Commissions: OMNI blvd PRO will pay you, subject to the terms and conditions of this Agreement, a commission (the “Earned Commission”) for each customer referred by You who makes a purchase. For a commission to be Earned, the referred customer must:
- Click on Your unique affiliate tracking link.
- Not cancel the referred purchase or request a refund.
- Click through to the OMNI blvd PRO Website directly from the Affiliate’s Website.
- Click through to the OMNI blvd PRO Website directly from a tracked and approved email campaign of the Affiliate.
- Not be an Affiliate already participating in the Program.
- Not have clicked through an ad or email in violation of the Program Rules, including any rules related to paid search.
- Make a purchase on the OMNI blvd PRO Website.
c. Commission Rate
Sign a local business (location): 20% Monthly Recurring Commission
d. Customer Transaction: You are not entitled to Earned Commissions for any customer who has their transaction reversed. A transaction can be reversed if the customer does not keep the services for at least 45 days or if the customer receives a refund of their payment for any reason.
e. Payment: OMNI blvd PRO will pay Affiliates their Earned Commissions each month within thirty (30) days after the end of the previous month (the “Payment Period”). OMNI blvd PRO will pay You via PayPal to the PayPal email address that You provide to OMNI blvd PRO in the Affiliate application.
SECTION 5. AFFILIATE WEBSITE(S)
You represent and warrant that Your Website(s) and other media used in connection with the Program will not contain any harmful or offensive material. You are solely responsible for Your Website(s) and other media used in connection with the Program. OMNI blvd PRO shall not be responsible for any legal issues that may arise from your Website(s) or media.
SECTION 6. PROHIBITED ACTIVITIES
Affiliate may not use or display OMNI blvd PRO’s trademarks, service marks, logos, icons, copyrights, domain names, or other branding (collectively “Brand”) in any manner except as expressly agreed to by OMNI blvd PRO in writing. Affiliates may not alter or remove any Brand, trademark, service mark, logo, icon, copyright, or domain name appearing on any OMNI blvd PRO product, service, or website. Affiliates may not reverse-engineer, decompile, or disassemble any software or other products or processes accessible through OMNI blvd PRO, not upload, post, or otherwise make available on or through OMNI blvd PRO any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other proprietary right.
SECTION 7. DOMAIN NAMES
Affiliates may not purchase domain names that include the phrase “OMNI blvd PRO,” “www.omniblvd.com,” or any misspellings of “OMNI blvd PRO” or “www.omniblvd.com” for the purpose of gaining commissions. In the event OMNI blvd PRO becomes aware that an Affiliate has purchased such a domain name, OMNI blvd PRO may revoke all affiliate commissions for that Affiliate.
SECTION 8. REPRESENTATIONS AND WARRANTIES
a. No Guarantee of Success: Affiliate understands and agrees that Affiliate may not receive any commissions, and OMNI blvd PRO makes no guarantees of Affiliate’s success. OMNI blvd PRO is not responsible for changes to the Internet or OMNI blvd PRO that may decrease Affiliate’s success. For example, changes in search engine algorithms could change Affiliate’s effectiveness, such as search engine ranking. Additionally, OMNI blvd PRO may change or update its website, but is not required to do so.
b. Disclaimer of Warranties: OMNI blvd PRO’s products and services are provided on an “as is” basis, and no warranty, either express or implied, is given. OMNI blvd PRO disclaims all warranties, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
c. Limitation of Liability: OMNI blvd PRO, its affiliates, and suppliers shall not be liable for any damages that OMNI blvd PRO cannot prevent, including but not limited to special, incidental, punitive, consequential, or indirect damages, or for any economic consequential damages, or for any lost profits, business, or data. OMNI blvd PRO and its affiliates and suppliers will not be liable for any damages if, and to the extent that, applicable law prevents OMNI blvd PRO from limiting its liability for damages. If the limit on liability is prohibited by law, OMNI blvd PRO’s liability will be limited to $100.00 USD.
SECTION 9. DISPUTES
Any dispute arising out of this Agreement will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration will be conducted in the English language in the United States. The decision of the arbitrator will be final and binding, and judgment on the decision may be entered in any court of competent jurisdiction. Each party shall be responsible for their own costs and fees.
SECTION 10. LIMITATION OF LIABILITY
SECTION 11. DISPUTE RESOLUTION BY MANDATORY BINDING ARBITRATION, CLASS ACTION WAIVER, & GOVERNING LAW
Any dispute arising hereunder shall be resolved through arbitration administered by the American Arbitration Association in accordance with its current rules. The arbitration shall be conducted before a panel of one arbitrator in Dallas County, Texas, and shall be conducted in the English language, with the arbitrators applying the laws of the State of Texas. The decision of the arbitrator(s) will be final and binding on the parties. Each party shall be responsible for its own costs with respect to the proceedings, irrespective of the outcome. This Section provides the sole recourse for the settlement of disputes arising hereunder. However, either party may seek preliminary injunctive relief or other injunctive remedies in any court of competent jurisdiction if, in its reasonable, good faith judgment, such action is necessary to prevent or curtail irreparable harm.
Furthermore, the parties agree not to bring any disputes between each other on a collective or class basis. Instead, they agree to bring such disputes to arbitration on an individual basis only. Only a court with proper jurisdiction, not an arbitrator, may resolve any disputes concerning the enforceability or validity of this class and collective action waiver. If this class action waiver is found to be illegal for any reason, the parties agree that a court, and not an arbitrator, will hear any class or collective action.
SECTION 12. INDEMNITY
You undertake to defend, protect, indemnify, and hold harmless OMNI blvd PRO, its officers, directors, employees, owner(s), parent company(ies), and assigns against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs, or expenses (including reasonable attorneys’ fees and the costs of any investigation) that arise directly or indirectly from or in connection with (1) your use of or reliance on information or data supplied or to be supplied by you (2) any breach of this Agreement by you (3) the use or possession of any OMNI blvd PRO property by you, except to the extent caused by OMNI blvd PRO’s gross negligence or willful misconduct (4) any negligence, gross negligence, or willful misconduct by you or your employees or agents.
SECTION 13. SEVERABILITY
If any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, that provision shall be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms of Service, as so modified, shall continue in full force and effect.
SECTION 14. JUDICIAL ACTION FOR PROVISIONAL RELIEF
OMNI blvd PRO retains the right to seek and obtain from any court of competent jurisdiction equitable or provisional relief or remedies for enforcing its rights or interests related to this Agreement, including but not limited to a temporary restraining order, preliminary injunction, writ of attachment, order compelling an audit, or enforcement of any liens or security interests held by either party in the property of the other. Any judicial actions permitted under this paragraph shall not waive or limit the claiming party's rights to adjudicate the merits of the dispute through arbitration.
The parties hereby acknowledge and agree that any breach or threatened breach of this Agreement will result in irreparable harm to OMNI blvd PRO for which there will be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such event, the non-breaching party shall be entitled to seek injunctive relief, without the necessity of posting a bond and without having to establish actual damages resulting from a breach, to prevent any further breach of this Agreement by the other Party.
SECTION 15. COMPLAINT NOTIFICATION
Affiliate must notify OMNI blvd PRO of any complaints received within twenty-four (24) hours of receiving such complaints. Notices should be sent to the OMNI blvd PRO Support Team. You can visit [OMNI blvd PRO Support](https://www.support.omniblvd.com) for contact information.
SECTION 16. FORCE MAJEURE
No party shall be liable for nonperformance of its obligations under this Agreement if such nonperformance is due to a Force Majeure Event, as defined in this Section, provided that reasonable notice and good faith efforts to find a reasonable solution are provided. A “Force Majeure Event” shall mean any act of God; war; riot; civil strife; act of terrorism, domestic or foreign; embargo; governmental rule, regulation, or decree; flood, fire, hurricane, tornado, or other casualty; earthquake; strike, lockout, or other labor disturbance; the unavailability of labor or materials beyond the control of the party affected; pandemics, epidemics, local disease outbreaks, public health emergencies, and quarantines; or any other events or circumstances not within the reasonable control of the party affected, whether similar or dissimilar to any of the foregoing. Upon the occurrence of a Force Majeure Event, the non-performing party shall, in a timely manner, notify the other party that a Force Majeure Event has occurred and describe its anticipated effect on performance.