Last modified on 2022.10.10
This agreement (‘’Agreement ‘’) is a legally binding agreement between You (“Affiliate”) and CAMTASTIC LTD. (‘’CMT). Subject to permitted modifications and amendments as stipulated herein, governs your application for, and any subsequent participation in, any CMT Affiliate program. By submitting your registration as CMT affiliate, you thereby accept the terms of this Agreement, You indicate that You have read and understood this Agreement, and agree that You are bound by its terms.
CMT may offer You an opportunity to become an independent CMT Affiliate (“Affiliate”), wherein you have the opportunity to earn additional money for CMT products, services and accounts that you promote and/or sell. CMT reserves the sole and exclusive right to determine the amount of remuneration each Affiliate will receive in exchange for the Affiliate’s efforts. Affiliate commission is further discussed herein. See also CMT terms of service (TOS), which apply to you in your role as an Affiliate, unless otherwise expressly provided for.
1. PARTIES. All references to “CMT” herein means and refers to Camtastic Ltd., doing business as CMT. All references to “You” and “Your” mean and refer to the person or entity who has executed this Agreement. CMT and You are each referred to herein as a “Party,” and collectively as the “Parties.” You agree to notify us in writing if the legal name of your business or account ownership changes within twenty-four (24) hours of such change and You certify that all such information is truthful and accurate. Notice of such changes should be sent to firstname.lastname@example.org
2. APPLICATION. You agree to provide all information requested by CMT in connection with Your Affiliate application, and You affirm that all information that You provide is truthful and accurate. You understand and agree that CMT retains sole and exclusive discretion to determine whether You qualify for participation in CMT Affiliate program. Not everyone who applies for CMT Affiliate program will qualify to participate.
CONSENT TO BE
You expressly consent to be contacted at the email address and the phone number You provide in Your application about Your application and the Affiliate program, including through automated dialing systems, texts and artificial or pre-recorded messages, SMS, MMS, whether by CMT or a third-party on behalf of CMT. This consent is a material condition of this Agreement and may not be revoked except in writing by both Parties.
All references to “CMT” herein means and refers to Camtastic Ltd., doing business as CMT. All references to “You” and “Your” mean and refer to the person or entity who has executed this Agreement. CMT and You are each referred to herein as a “Party,” and collectively as the “Parties.” You agree to notify us in writing if the legal name of your business or account ownership changes within twenty-four (24) hours of such change and You certify that all such information is truthful and accurate. Notice of such changes should be sent to email@example.com.
If Your application to become an Affiliate is approved by CMT, You will receive a unique Affiliate ID. The Affiliate ID will be incorporated within each URL which You will use to advertise CMT. You will have the opportunity to receive a commission for each sale (“Sale”) that is registered using Your Affiliate ID.
TO ensure minimal duplication across multiple devices by a prospect user (“PROSPECT”), CMT tracks Prospects and Users by their CMT registration emails and not by cookies. In the event that a Prospect enters from several Affiliates, the Affiliate responsible for the initial registration of the Prospect to CMT will be the sole Affiliate eligible to commissions from all future paid membership sales (“Paid Membership”) to that Prospect.
To ensure You do not experience any monthly charge-backs due to Membership cancellations, and, provided that a Paid Membership did not cancel and no refund was issued for the Paid Membership within 30 days of the transaction, You will be paid a commission for each Paid Membership that generates a payment to CMT in a month as an Affiliate commission (“Commission”). Except as otherwise provided herein, Commissions will be paid to you by the 10thof each month following the 30 days after CMT receipt of payment for any Paid Memberships under You, subject to the other terms of this Agreement. In the event the 15thof each month falls on a non-working day (including weekends and holidays, Commission will be paid on the business day following the non-working day(s). All Commission payments are based on the amount of fees received by CMT, less applicable taxes. To maintain a mutually beneficial relationship with You, CMT reserves the right, at its own discretion, and after a period of 60 days from the starting to send Prospects to CMT, to calculate and pre-pay any portion of any commissions earlier than the said 15th of each month with or without upholding the 30 days, whereby the said portion of the pre-pay amount is calculated on a per-Affiliate basis and the related risk of cancellations generated by the Prospects you have sent to CMT.
Bonuses. Depending on the total monthly number of paid memberships which are under You, You may be entitled to a quota Bonus (“Bonus”), bonus is calculated on the 1st of each month based on the number of Paid Memberships your commission is based on. Note that Bonus may differ between trial, monthly and annual memberships.
All Commissions and Bonuses are paid in U.S. Dollars (USD) or otherwise in currencies offered by the payment provider. Some payment methods may incur processing fees that may be deducted from Your Commissions. Your combined Commission must equal or exceed fifty (50) Dollars ($50.00) (USD) before You receive a Commission Payment from CMT. If Your combined Commissions and Bonus in a period of 120-days do not exceed fifty (50) Dollars ($50.00) (USD) Your Commissions will not be paid and will be forfeited by You to CMT.
Once a Commission of fifty (50) Dollars ($50.00) (USD) or more is earned, You may need to register with a third-party payment processor such as PayPal or Skrill to receive payment of Commissions. This means You are authorizing third party companies to contact You. Before You can be paid any Commission or Bonus, You may also be required to provide CMT with an invoice and/or proof of business/company registration, as may be instructed by CMT, as well as any supporting documentation requested by CMT or its third-party payment provider. You will be deemed to have permanently waived all rights to Commissions and Bonuses that were earned more than 120 days before submitting any required documentation that is requested to confirm Your information. If You are not a resident of the United States, CMT may withhold tax (including without limitation VAT) where required by applicable law. You are solely responsible for complying with all tax laws in Your respective jurisdiction(s) including, but not limited to, the payment of all required taxes, and filing of all returns and other required documents with the applicable Authorities.
Affiliates will not be paid any Commissions or Bonuses made on Affiliate’s own user account(s). Affiliates are not permitted to open a CMT account under the name of another person or entity, under a fictitious name, or under any name merely for the purpose of obtaining Commissions, Bonuses or any other compensation. Affiliates may not pay for another person’s or entity’s account. Affiliates are not permitted to offer cash rebates or other monetary incentives to obtain Prospects or Paid Membership Sales. Any attempt of the above may result in the termination of this agreement and the forfeiting of any Commissions and Bonuses.
Commissions and Bonuses are paid only for transactions that actually occur between CMT and a Membership Purchase and in which payment is received by CMT. If payment for a Membership Purchase later results in a refund or charge-back, and if a Commission or Bonus was paid to You for that Sold Account or Legacy Account payment, then the Commission or Bonus will be deducted from Your future Commissions and/or Bonuses.
If CMT determines, in its sole and exclusive discretion, that any Sale was procured fraudulently or as a result of any violation of this Agreement or applicable law, no Commission or Bonus will be paid for such Sale and, for past sales, such payment amounts shall be deducted from Your future Commissions and Bonuses, and CMT may terminate this Agreement immediately, without notice, and without CMT having any liability to You.
TERM AND TERMINATION
The term of this Agreement will begin the earlier of (i) when You register; or (ii) Your participation in the Affiliate program is approved. Your participation in the CMT Affiliate program will continue month-to-month until terminated. Either Party may terminate this Agreement at any time, with or without cause, by giving the other Party thirty (30) days written notice of termination. If, in our sole discretion, You fail, or we suspect that You have failed, to comply with any term or provision of the Agreement or the Terms of Service, or violated any law, whether in connection with Your use of CMT or otherwise, CMT may take any action that it deems necessary, including without limitation to terminating the Agreement or suspending Your access to the any software or application or site, at any time without notice to You. In addition, if, based on our data, you have a dispute rate greater of 5%, we may terminate this Agreement or suspend your access to the software or application or site at any time without notice to You. In such instances as described above, and in our sole discretion, we may terminate our relationship and suspend any accounts owned/controlled by You. For the avoidance of doubt, and without limitation for purposes of the foregoing, any violation of the required disclosure will be deemed a material breach of this Agreement. See Appendix A, Section 2, Disclosure. In the event this Agreement is canceled due to Your breach, You immediately forfeit all Commissions, Bonuses, and any other payments owed to You or that may in the future be owed to You without any further liability by CMT to You. This Agreement will terminate automatically if You did not earn any Commissions over a 6 month period.
If this Agreement is terminated or canceled, then all provisions that, by their nature, should survive, will survive, including, but not necessarily limited to, all limitations of liability, disclaimers of warranties, indemnity obligations, mandatory arbitration and class action waiver provisions, and exceptions to arbitration. All representations and warranties undertaken by You shall also survive termination or cancellation of this Agreement and/or Your CMT account.
6. ADDITIONAL REPRESENTATIONS AND WARRANTIES
In addition to Your other representations and warranties herein, You further represent and warrant that there are no prior or pending government investigations or inquiries of, or prosecutions against You by any federal or state governmental agency, or any industry regulatory authority, anywhere in the world, nor any prior or pending private lawsuits against You which relate to alleged intentional torts or alleged violation of any consumer protection or advertising laws. If You become the subject of such an investigation, inquiry, prosecution, or lawsuit any time after this Agreement is executed, You are required to notify CMT of the same within 24 hours. CMT, in its sole and exclusive discretion, may immediately terminate Your participation in CMT Affiliate program, as well as immediately terminate this Agreement, based on any investigation, proceeding, or lawsuit identified pursuant to this paragraph.
This Agreement, Appendix A below, along with CMT standard Terms of Service (TOS), represents the entire agreement between the Parties and supersedes any other written or oral agreement between the Parties as pertaining to Your Affiliate application and, if approved, Your rights and responsibilities as an Affiliate.
Additional Terms of the Affiliate Agreement and Advertising Rules
These Advertising Rules apply to all activities of Affiliate:
1. General Compliance. Affiliate shall 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)), data protection laws (including but not limited to the European Union General Data Protection Regulation, U.K. Data Protection Act, California Consumer Privacy Act, and Brazilian General Data Protection Regulation), 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. Affiliate is solely responsible for ensuring Affiliate’s compliance with all laws. Affiliates are strictly prohibited from making claims concerning the products and services offered by CMT that are inconsistent with, or beyond the scope of marketing materials produced and made available by CMT on CMT website, http://cmt.org/marcom.html Affiliate is prohibited from publishing or otherwise distributing advertisements by telemarketing, fax, or text messaging in any form to any device. Affiliate shall not offer monetary incentives, such as rewards points, cash, or prizes to Prospects in return for their response to an advertisement. Affiliate may, however, offer Prospects information and materials of tangible value including, but not limited to, website templates, information about e-commerce, website design, and online marketing, for reduced or no charge, but only so long as Affiliate accurately describes and delivers such information and materials to the Prospect. CMT retains the sole and exclusive discretion to determine whether Affiliate’s advertising and conduct is in compliance with all laws (but CMT shall not be required to advise Affiliates on such matters).
2. Disclosure. On any website that Affiliate advertises any CMT service or product, Affiliate must plainly display (i.e., not in a link, or in small font) with the following language: Disclosure: I am an independent Camtastic Affiliate, not an employee. I receive referral payments from Camtastic. The opinions expressed here are my own and are not official statements of Camtastic Ltd.
3. Non-Disparagement. Affiliate is not permitted to comment negatively about or disparage the products or services of CMT or any other person or entity, including without limitation the products or services of a CMT competitor. Affiliate is not permitted to engage in any unlawful or deceptive actions with respect to search engine optimization, including, but not limited to, using any technique that generates paid search results based on any trademarks of CMT, any brand name of CMT, or based on the trademarks or brand name of any competitor of CMT, or any other third party. Affiliate shall not direct link to a CMT sales page from any paid advertising.
4. Social Media. If Affiliate advertises on social media platforms, then each post must comply with each of the social media’s platform rules as well as all of the following:
· Each post must contain @CMT or #CMT.
· 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.
· 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.
5. Opportunity Claims.
Affiliates are expressly prohibited from making any claims that use of CMT will guarantee any specific outcome. Instead, the following guidelines must be adhered to:
5.1 Affiliate’s statements must be completely true and accurate and supported by evidence of Affiliate’s experience; and
5.2 Affiliate’s statements must be accompanied by the following disclaimer in clear and conspicuous font and placement: “These were my results. Your results will vary based on a variety of factors including Your education, effort, and market factors. There is no guarantee You will make any money.”
Affiliate is also expressly prohibited from making any express or implied claims that CMT is or provides any opportunity.
No logo, tagline, trademark, trade name, or trade dress (collectively, the “CMT Trademarks”) owned by CMT may be used, copied, or reproduced by any Affiliate except as set forth below or as available on the marcom. webpage. No CMT intellectual property (or any mark confusingly similar to any CMT intellectual property) is to be registered as a trademark in any country or registered as a domain name by Affiliate in any way in any country.
Subject to the restrictions below, approved Affiliates are granted a limited, revocable, non-transferable, and non-assignable license to use the “Camtastic” trademark and its logo, to advertise Camtastic online. Any time Affiliate uses the word “Camtastic” it must be immediately followed by “™” as Camtastic™. Affiliate may not use “Camtastic” or other Camtastic trademarks as part of any URL, domain or website name.
Camtastic retains exclusive ownership of all Camtastic trademarks and other intellectual property and all of its rights therein. Affiliate shall not promote or provide services to any other business or person that is infringing any of Camtastic intellectual property.
7. Complaint Notification.
Affiliate must notify Company of any complaint received by Affiliate regarding any advertisements within twenty-four (24) hours of receiving such complaint. Notice should be sent to firstname.lastname@example.org tithe title “compliance” and your affiliate details with any links or supporting documentation.
8. Independent Contractor. Affiliates are independent contractors of CMT. It is the express understanding and intention of the Parties that no relationship of master and servant nor principal and agent shall exist between CMT and You by virtue of this Agreement. You have no right to act on behalf of or bind CMT in any way, nor share in the profits or losses of CMT. The only compensation available to You is set forth in this Agreement. You are solely and exclusively responsible and liable for all of Your acts or omissions.
9. NO WARRANTY; NO LEADS.
CMT does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that CMT will not at any time provide sales leads or referrals to You. You understand and agree further that this is not a business opportunity, a franchise opportunity, a “business-in-a-box,” or an assisted marketing plan. You are responsible for procuring and paying for any and all materials and resources necessary to operate as an Affiliate as You determine in Your sole discretion.
10. LIMITATION OF LIABILITY.
IN NO EVENT SHALL CMT LIABILITY TO YOU OR YOUR BUSINESS EXCEED THE AMOUNT OF THE PAYMENTS PAID BY YOU TO CMT FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST CMT OCCURRED OR ONE-HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.
11. LIMITED LIABILITY
CMT'S LIABILITY TO YOU IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL CMT, AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS BE LIABLE TO YOUR OR ANY THIRD PARTY FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SERVICES OR ANY OTHER MATERIALS OR SERVICES PROVIDED TO YOU. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION.
NOTWITHSTANDING THE FOREGOING, IF WE ARE FOUND TO BE LIABLE, OUR LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE GREATER OF THE TOTAL FEES YOU PAID TO US IN THE THIRTY (30) DAYS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR $100.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold harmless CMT, and its affiliates, officers, shareholders, owners employees, agents, partners and licensors, from any loss, liability, claim or demand, including reasonable attorney's fees, made by any third party with respect to any transaction(s) you are involved in with other users of the services; due to or arising from your access to, use of, or inability to use the services, your violation of these TOS, your breach of any of the representations and warranties herein; or the infringement by you or any other user of your account of any intellectual property or other right of any person or entity.
13. Dispute Resolution and Governing Law.
a. Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy or claim related to these TOS and the transactions contemplated by these TOS (“Dispute’’), you and CMT agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. CMT will send its notice to the email address you have provided to us. You will send your notice to email@example.com
b. Binding Arbitration. If you and CMT are unable to resolve a Dispute through informal negotiations, either you or CMT may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN A COURT OF LAW. The arbitration will be conducted in Tel Aviv by an arbitrator who will be appointed by the Head of the Israeli Bar.. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided in this Agreement, you and CMT may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
c. Restrictions. You and CMT agree that any arbitration shall be limited to the Dispute between CMT and you individually. To the full extent permitted by law, (i) no arbitration shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
d. Exceptions to Informal Negotiations and Arbitration. You and CMT agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (i) any Disputes seeking to enforce or protect, or concerning the validity of any intellectual property rights; (ii) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (iii) any claim for injunctive relief.
e. Location. Any arbitration will take place at any reasonable location with the City of Tel Aviv Israel. Any dispute to arbitration (other than claims proceeding in any small claims court), or where no election to arbitrate has been made, shall be decided by a court of competent jurisdiction within the city of Tel-Aviv Israel, and you and CMT agree to submit to the personal jurisdiction of that court.
f. Forum Non-Convenient. With regard to any Dispute not subject to arbitration, or where no election to arbitrate been made, you and CMT waive, to the fullest extent permitted by law, (i) any objection had now or latter, to the laying of venue of any legal action or proceeding arising out of or relating to this agreement brought in any court of the state of Israel sitting in Tel-Aviv, and (ii) any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
h. Governing Law. The services are controlled and operated by CMT from its offices in Eilat, Israel. CMT makes no representation that the services are available or appropriate for use in other locations. Your use of access to the services should not be construed as CMT Purposefully availing itself of the benefits or privilege of doing business in any state or Jurisdiction other than Israel. except as expressly provided otherwise, the Laws of the state of Israel, without giving effect to its conflicts of law principals govern all matters arising out of or relating to this Agreement and all of the transactions it contemplates, including, without Limitation its validity, interpretation, construction, performance, and enforcement. Those who Choose to access the Services from locations outside of Israel, do so on their own initiative, and are responsible for compliance with local laws if and to the extent local laws are applicable.
i. Severability. You and CMT agree that if any portion of section 28 is found illegal or unenforceable (except any portion of section 28(d)), that portion shall be severed and the remainder of the Section shall be given full force and effect. if Section 28(d) is found to be illegal or unenforceable then neither you nor CMT will elect to arbitrate any Dispute falling within that portion of section 28(d) found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the City of Tel Aviv, State of Israel, and you and CMT agree to submit to the personal jurisdiction of that court.
Excluding payment obligations, neither party will be liable for delay default in the Performance of its obligations under this Agreement if such delay or default is caused by Conditions beyond its reasonable control, including but not limited to, fire, flood, storm accident, earthquakes, acts of God, labor disputes, telecommunications line failures, electrical Outages, network failures, denial-of-service attacks, riots, insurrection, explosions, acts of God, war, terrorism, or governmental action(each a "Force-majeure Event"). In the event that CMT suffers such a delay or default, CMT will excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.
No partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Third Party Beneficiaries.
This Agreement does not and is not intended to confer any rights or remedies upon any person other than the parties, or be for the benefit of any third party. This Agreement is not enforceable by any third party, and will not confer on any third party and remedy, claim, right of action or other right.
CMT may, in its sole discretion and without prior notice modify the Services and terms of privacy, and discontinue the Services at any time.
YOU may not delegate any of your duties or assign any of your rights under this Agreement voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner. CMT may assign any of its rights and of its obligations under this Agreement without consent, including limitation, in connection with a corporate reorganization, consolidation, merger or sale of substantially all of its assets. Any purported Assignment of right or delegation of duties in violation of this Section is void.
19. Successors and Assigns.
This Agreement is binding upon registration to the benefit of the Parties and their respective permitted successors and assigns. This Section does not address, directly or indirectly, whether a party may assign its rights or delegate its duties under this Agreement.
Unless otherwise specified herein, any notice or other communication to be given hereunder will be in writing and given by CMT via email to the address that you provide at registration Or by a posting on the CMT website; and by you via email to firstname.lastname@example.org. The date of transmission will be deemed as the date on which such notice is transmitted.
The TOS constitute the entire agreement between you and CMT and govern your use of the CMT Services, superseding any prior agreements (whether written or oral) between you and CMT regarding the subject matter herein. Inaction or failure by CMT to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. if any provision of this Agreement is held void, invalid, illegal or unenforceable, the legality and enforceability of the remaining provisions of this Agreements are not affected or impaired in any way. The descriptive headings of the articles, sections, and subsections of this Agreement are for convenience only and not constitute a part of this Agreement.