TXT180 Inc. Affiliate Program & Refer-A-Friend Terms and Conditions

This Affiliate & Refer-A-Friend Service Agreement (the "Agreement") is made by and between TXT180 Inc. (TXT180) and you, as an Affiliate/Referring Customer utilizing the TXT180 service ("You", "Your", "Affiliate").

You must agree to abide by the terms and conditions contained in this Agreement in order to participate. Please read this Agreement carefully before registering and using the Service as an Affiliate. By signing up for TXT180 affiliate program, you indicate Your acceptance of this Agreement and its terms and conditions. If You do not accept this Agreement, do not use the TXT180 Service as an Affiliate.

DEFINITIONS

"Performance Marketing" occurs when individual web sites that generate their own traffic ("Affiliates") partner with online Merchants ("Merchant")'s and the Merchant pays a commission or other reward for those Visitors resulting in a measurable action such as a closed sale, lead, hit, or other action.

"Affiliate" means an individual or business generating their own traffic and thus rewarded for legitimate sales, leads, clicks, or other measurable action. Affiliates use TXT180 to facilitate relationships with Merchants as well as gain tracking, reporting, and receipt of commission payment.

"Merchant" means an e-commerce entity paying a commission or bounty for legitimate sales, leads, clicks, or other measurable action by a Visitor.

"Visitor" means any person, or user that clicks on a Link to a Merchant's Web site placed on an Affiliate's Web site.

"Sale Commission" means the Payout the Merchant sets and agrees to pay for Visitors referred to the Merchant's Web site that results in a sale of a product or service. The sale could occur at the time of the visit or at a later time not to exceed 180 days. If a sale occurs after 180 days and the Visitor has not returned through an authorized Affiliate's site, then no Payout shall occur.

"Payout" means the amount of sale commission, lead commission, or click commission a Merchant agrees to pay for an individual measurable action. The Payout is defined as either a percentage of a total sale amount, or as a set bounty (flat rate) per action.

"Commission" means the amount sale commission, lead commission, or click commission a Merchant agrees to pay for an individual measurable action. The Payout is defined as either a percentage of a total sale amount, or as a set bounty (flat rate) per action.

"Link" means a hyperlink placed on an Affiliate's site that, when clicked on, sends a Visitor through to a Merchant website via redirection at TXT180. Links take many forms including text, a product image, buttons, banners, videos or any other format acceptable to the Merchant.

"VOID" means a reversal of a Payout previously earned for a sale, lead, or click that is later rescinded or corrected by the Merchant. Merchant may VOID transactions in the case they are fraudulent, duplicate transactions, or other valid reasons.

PRIVACY POLICY

TXT180 respects the privacy of its users and will not disclose personal information to third parties without the express permission of You and Your company. If You have any questions please contact support@TXT180.com.

REGISTRATION

To sign up as an Affiliate of TXT180 and to use the Service as an Affiliate Partner you must be at least 18 (eighteen) years of age, and supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or entities.

THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN TXT180: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED. SITES THAT PROMOTE ILLEGAL ACTIVITY, including but not limited to WAREZ, CRACKING, and HACKING SITES. As part of the registration process, You will select a username and password combination that You use to access Your Affiliate area within the Service. You shall provide TXT180 with accurate, complete and updated registration information. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You agree that TXT180 may rely on any data, notice, instruction or request furnished to TXT180 by You which is reasonably believed by TXT180 to be genuine and to have been sent or presented by a person reasonably believed by TXT180 to be authorized to act on Your behalf. You shall notify TXT180 by e-mail at support@TXT180.com of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You are responsible for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by TXT180 and referral to the appropriate law enforcement agencies.

CHANGES TO THE SERVICE

TXT180 reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, TXT180 will notify You via e-mail, newsletter or the TXT180 Web site at least 7 days prior to any such changes taking effect, at which time You may either agree to such changes or withdraw from the Service

ACCEPTED USE

You represent to TXT180 that all content You provide to the Service is solely owned by You or provided by You with the express authority of the company You represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As TXT180 may not review all information provided by You, You shall remain solely responsible for Your content and Web site. As an Affiliate, You may not artificially inflate traffic counts to Merchant site(s) using any device, program, robot or other means, including but not limited to JavaScript pop-up windows and redirects. You may not click on Your own banners and/or links or submit multiple leads to Your Merchant partners.

Links may not be placed in newsgroups, unsolicited e-mail, ICQ, banner networks, counters, chatrooms or guestbooks. Any Link placed must be done in such a way that it is not misleading to any Visitor and done with the intention of delivering valid sales to the related Merchant for that Link.

Points or reward programs for click or lead programs are NOT allowed. TXT180 RESERVES THE RIGHT TO DEEM ANY SITE INAPPROPRIATE AND TERMINATE THE SITE AS A MEMBER OF TXT180. If You are terminated from the Service, TXT180 has the right to withhold money You earned within the Service or money that You owe within the Service and You will not be allowed to re-join TXT180.

REFER-A-FRIEND TERMS

All current active customers are eligible to receive a credit of messages or monetary payment via PayPal for referrals of paying customers to TXT180.
Message credits will typically be issued within 7-10 business days and may be adjusted at TXT180 management's discretion. PayPal payments will be issued at the end of the following month of the paid referral. Example: A paid customer is referred on July 15th - the referral will be paid at the end of August and may be adjusted at managements discretion. All payouts (messages or PayPal) are subject to review by TXT180 to disqualify fraud accounts, cancelled accounts, or self referrals. Any referral may be disqualified for payout at management's discretion for any reason. Payouts may be delayed at any time at TXT180 management's discretion. The payout level for referrals may be adjusted by TXT180 management at any time and without notice. The current payout level may be seen inside the customer control panel under the Refer A Friend page under payout settings. TXT180 may deactivate any customer account that has been found to be abusing this referral program. This may include, but not limited to, excessive fraudulant referrals, self referrals, high cancelation rate of referred accounts, misrepresentations made about the TXT180 platform or services, or any other reason TXT180 management determines.

AFFILIATE PAYMENT

You will receive a Commission for sending a Merchant authorized sale via Your Links. In order to place Links, You must first be approved by TXT180 to become an Affiliate of that the program. You understand that the Payout amount may be changed at any time. This information is also available to You at the TXT180 Member's Area. You are responsible for determining if the Payout for a Link You have placed on Your site has changed or been discontinued. You receive the Commission from TXT180. Payments are made automatically within the final week of each month, for the previous month's sales. If a sale is voided within the timeframe that commission is calculated, commissions will be voided as well. The VOID Commission will be immediately deducted from Your Account balance. TXT180 will not payout on self referrals as deemed by TXT180. Once commissions are paid on a sale they are final and there will not be any "charge backs". Accounts that become suspended can be reactivated and will restart commission payout from the date of reactivation.

LINK PLACEMENT

As an Affiliate/Referring Customer of the Service, you may place and remove Merchant Links on Your site and in acceptable locations.
* You place our merchants banners anywhere on your site as you see fit, or within non-spam emails.
* Adult, Hate, or other related sites and emails are not allowed.
* Any page that contains TXT180 links, banners, or code must be written in English.
* Spamming is unacceptable and we will terminate your account on the first offense of SPAMMING. Do not send email to lists or groups that you do not have permission to send to. We cannot stress this enough, we WILL terminate your account on the first offense.
* Affiliate accounts that are left inactive will be removed from our system. An inactive affiliate account will be defined at TXT180's discretion, as any account that has not been logged into for an extended period of time, nor has had any transactions posted to that account. Any balances on such said account will be paid within the final week of the January after the cancellation calendar year ends.
* NOT ALLOWED: All other uses of banners or links, such as newsgroups, chat rooms, ICQ, message boards, banner networks, hit farms, counters, guestbooks etc. are NOT allowed.
* NOT ALLOWED: Any placement of creative in a "Desktop" advertising scheme. This includes any and all 3rd party advertising platforms that use a desktop application to display ads in any form.
* NOT ALLOWED: Any display of a merchant window that isn't the result of a direct click by the end-user. SERVICE AND SUPPORT

TXT180 will provide support for the Service as indicated on the TXT180 Web site.

EMAIL CONTACT

TXT180 reserves the right to send e-mail to You for the purposes of informing you of applicable changes or additions to the Service or any TXT180 related products and services.

LIMITED WARRANTY

The Service, its operation, its use and the results of such use shall be performed in a workmanlike manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, TXT180 DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, TXT180 SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. The Merchant will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions. Affiliate understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold the Merchant liable for any of the consequences of such interruptions. MERCHANT SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. MERCHANT SHALL HAVE NO LIABILITY WITH RESPECT TO MERCHANT OBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF MERCHANT HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF MERCHANT HEREUNDER SHALL BE LIMITED TO THE REVENUE EARNED BY MERCHANT AS A DIRECT RESULT OF THIS AGREEMENT.

LIMITATION OF LIABILITY

TXT180 OR ITS SUPPLIERS OR RESELLERS OR MERCHANTS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE TXT180 SERVICE OR ANY INFORMATION PROVIDED ON THE TXT180 WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF TXT180 OR A TXT180 AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, TXT180'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.

You agree that TXT180, although the provider of the Service, has no responsibility or liability as a result of Your placement of authorized Links from Your Web site, and You, and the Merchant, jointly and severally agree to indemnify, defend, and hold harmless TXT180 and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to any offer or any other matter related to this Agreement or the subject matter hereof and any dispute relating thereto.

TXT180 agrees to indemnify, defend, and hold harmless Affiliate and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees) directly or indirectly arising from or relating to TXT180's negligence or willful misconduct in performance of the Services or its breach of this Agreement.

NON-DISCLOSURE

TXT180 acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of Your company. TXT180 agrees not to disclose or disseminate the Confidential Information without Your prior expressed written consent. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of TXT180, that becomes available to TXT180 from third parties without knowledge by TXT180 of any breach of fiduciary duty, or that TXT180 had in its possession prior to the date of this Agreement. TXT180 does not collect information about a Merchant's customer transactions, other than what is passed to us through the installed tracking code and displayed on Your own transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. TXT180 reserves the right to be utilize this data in aggregate to analyze Service trends, monitor Service efficiencies, and perform such other analysis as TXT180 deems appropriate.

OWNERSHIP AND LICENSES

You, the Affiliate, are granted a non-exclusive, limited, revocable right to use Merchant provided trademarks and banners. All images, technology and content provided for Your use is and shall remain the sole property of the Merchant, and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Merchant's sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to You in any way.

A Merchant may immediately terminate Your license to use the marks if the Merchant reasonably believes that such use dilutes, tarnishes or blurs the value of their marks. You acknowledge that Your use of the marks will not create in You, nor will You represent that You have, any right, title or interest in or to the marks other than the license granted by the Merchant above. You will not challenge the validity of or attempt to register any of the marks or Your interest therein as a licensee, nor will You adopt any derivative or confusingly similar names, brands or marks or create any combination marks with the marks. You acknowledge the Merchant's ownership and exclusive right to use the marks and agree that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant.

REPRESENTATIONS

TXT180 makes no representations whatsoever about any other Web site which You may access through the Service. In addition, a link to a non-TXT180 Web site does not mean that TXT180 endorses or accepts any responsibility for the content or the use of such Web site.

NONASSIGNABILITY

Affiliate or TXT180 may assign this Agreement to any successor or affiliate upon notice to the other party and mutual agreement between both parties.

FORCE MAJEURE

Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

JURISDICTIONAL ISSUES

This Agreement shall be governed by Utah, USA law (except for conflict of law provisions). The exclusive forum for any actions brought in connection with this Agreement shall be in the state and federal courts in and for the State of Utah, USA and You consent to such jurisdiction. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.

MISCELLANEOUS

This Agreement represents the complete agreement concerning this license and may be amended only in writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.