VILLATEL AFFILIATE AGREEMENT

Please read our Affiliate Agreement carefully before
you join our Program or begin marketing our Program. This agreement was written
in plain language intentionally avoiding legalese to ensure that they may be
clearly understood and followed by Affiliates.

By applying to be an Villatel Affiliate, you (i) agree
to abide by these terms and conditions if you are accepted into the Program;
(ii) acknowledge that these terms and conditions constitutes an agreement
between us and you upon our acceptance of you into the Program (the “Agreement”
or “Affiliate Agreement”); (iii) represent and warrant that you are lawfully
able to enter into this Agreement; and (iv) acknowledge and agree that you are
responsible for assuring that you and your employees, agents and contractors
comply with the terms and conditions of this Agreement.

 

1.     DEFINITIONS.

As
used in this Agreement:

1. 1. “Villatel,” “we,” “us”
      or “our” refers to Villatel and our website.
   
   
   2. “Affiliate,” “you” or “your” refers to
      the individual, company or entity that has agreed to be bound by this
      Agreement.
   
   
   3. “our website” or “its website” refers to the Villatel
      property located at https://www.Villatel.com.
   
   
   4. “your website” refers to any website, web pages or
      other online services that you control and will link to our website.
   
   
   5. “Program” and “Affiliate Program” refers to the Villatel
      Affiliate Program.
   
   
   6. “Refersion” refers to our third-party affiliate
      program management service.
   
   
   7. “Product” refers to any products sold by Villatel.
   
   
   8. ”Commission” means any fees that you earn in
      connection with your participation in the Program.
   
   
   9. “Qualifying Purchases” refers to purchases made when
      all of the following requirements are met: (i) a customer clicks through
      an affiliate link on your website to our website; (ii) during a single
      session that the customer adds Product to their shopping cart and places
      the order for this Product no later than the Tracking Gap following the
      customer’s initial click-through; and (iii) the purchased Product is paid
      for by the customer.
   
   
   10. “Tracking Gap” refers to the number of days allowed
       from the original click-through to the time of the sale as described in
       the Program on Refersion.

2.     PURPOSE.

The
purpose of the Program is to permit you to advertise our Product on your
website and to earn advertising commissions for Qualifying Purchases.

 

3.     ENROLLMENT.

After
receiving your application, we will review your website and notify you of your
acceptance or rejection into our Program. In order to be eligible for the
Program, you must agree to Refersion’s Terms of Use. Please allow up to two
business days for your application to be reviewed. We reserve the right to
reject any application, however we encourage you to contact us if you feel we
have made an incorrect decision. Including all of the websites that you use in
your profile will help us make a better decision. Villatel does not accept
coupon code websites.

 

4.    
COMMISSION.

You
shall be eligible to earn commissions for Qualifying Purchases. Villatel
reserves the right to reject orders that do not comply with any requirements on
our website, as they may be updated from time to time. Any commissions that you
are entitled to in connection with the Program will be calculated as described
on the Refersion interface. Eligible Products and their related commission
percentages are subject to change at any time with or without notice to you.
Therefore, you are encouraged to regularly check the Refersion interface for
the latest commission percentages and Products that affect your participation
in the Program.

 

5.    
PAYMENT TERMS.

The
calculation and payment of all commissions that you earn in connection with
your participation in the Program are performed by and processed through Refersion.
Please refer to your agreement with Refersion for all payment terms and
conditions relating to the calculation and payment of your earned commissions.
Commissions will be paid to you solely through Refersion and Villatel shall
have no responsibility or obligation to pay any commissions or compensation
directly to you. If you have a question or dispute regarding the calculation of
your commissions, you must contact Refersion to address any such concerns or
issues. Villatel disclaims all liability to you for miscalculations, errors or
mistakes in the payment of your earned commissions by Refersion.

 

The
commissions paid by Refersion to you are the only compensation you are owed for
your participation in the Program and no other compensation of any kind is
payable to you under this Agreement. You are solely responsible for (i) all
costs and expenses incurred by you in connection with the implementation and
performance of your responsibilities and obligations under this Agreement; and
(ii) any and all taxes, fees, duties, tariffs or charges which may be imposed
on you in connection with your participation in the Program.

 

6.    
LIMITED LICENSE TO USE VILLATEL
MARKS.

Upon
acceptance into the Program, Villatel hereby grants you a limited, revocable,
non-transferable, non-exclusive license during the term of the Agreement to use
Villatel’s trade names, trademarks, service marks, trade dress, logos other
branding elements, and any and all other intellectual property specifically
designated and provided by Villatel (“Villatel Marks”) solely in connection
with the Program. Approved Villatel Marks will be provided by Refersion or by Villatel
directly. You will not use any other Villatel intellectual property without Villatel’s
prior written consent. Villatel reserves all proprietary rights to these
materials and may immediately revoke or adjust your license at any time upon
written notice or by e-mail.

 

At
any time, Villatel may submit written requests to modify or exclude any Villatel
Marks from your website and you will use commercially reasonable efforts to
immediately accommodate the request.

 

7.    
WEBSITE RESTRICTIONS.

You
are solely responsible for your website, including the development, maintenance
and technical operation of your website and all materials and content that
appear on your website. At all times during your participation in the Program,
your website(s) may not:

1. 1. Infringe on our or any other person’s or entity’s
      intellectual property, publicity, privacy or other rights.
   
   
   2. Violate any law, rule or regulation.
   
   
   3. Contain any content that is threatening, harassing,
      defamatory, hateful, obscene, harmful to minors, or contains nudity,
      pornography, sexually explicit materials, or is otherwise objectionable
      to us.
   
   
   4. Contain any viruses, Trojan horses, worms, time
      bombs, cancelbots, or other computer programming routines that are
      intended to damage, detrimentally interfere with, surreptitiously
      intercept, or expropriate any system, data, or personal information.
   
   
   5. 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
      commissions from another website. This includes toolbars, spyware, adware,
      malware, browser plug-ins, extensions and add-ons.
   
   
   6. Be a coupon code website. Villatel does not work
      with coupon code websites. If you list Villatel on a coupon code website
      and it is discovered, we may in our sole discretion immediately terminate
      your participation in the Program and void your current and past
      commissions or set your commission level to 0%.
   
   

 

8.    
LINKING TO OUR WEBSITE.

Upon
acceptance into the Program, affiliate links will be made available to you
through the Refersion interface. Your acceptance in our Program means you agree
to and abide by the following:

1. 1. You will only use linking code obtained from the Refersion
      interface without manipulation.
   
   
   2. All domains that use affiliate links must be listed
      in your Affiliate profile.
   
   
   3. Your website will not in any way copy, resemble, or
      mirror the look and feel of our website or social media properties. You
      will also not use any means to create the impression that your website is
      our website, a social media property affiliated with our website, or any
      part of our website including, without limitation, framing of our website
      in any manner.
   
   
   4. You may not engage in cookie stuffing or include
      pop-ups, false or misleading links on your website. In addition, wherever
      possible, you will not attempt to mask the referring URL information
      (i.e. the page from where the click is originating).
   
   
   5. Your website may not use redirects to bounce a click
      off of a domain from which the click did not originate in order to give
      the appearance that it came from that domain is expressly prohibited.
   
   

 

If
you engage in deceptive practices such as redirecting any link to hide or
manipulate their original source, we may in our sole discretion immediately
terminate your participation in the Program and void your current and past
commissions or set your commission level to 0%. We will have no obligation to
pay you commissions if you fail to properly implement the affiliate links on
your website.

 

9.    
MID-CHECKOUT COMMISSION
REDUCTION & OVERWRITE RULE.

Villatel
uses a dynamic pixel system that may make changes to the standard commission in
the case of a mid-checkout referral, which is defined as a cookie that is set
within a set amount of time prior to the purchase. By reducing our commission
on these types of referrals and by closely monitoring the quality of traffic we
receive from each affiliate, we will be able to pay out higher commissions for
driving new customers and traffic. This logic also gives full credit to the
first referring affiliate in the case that a second affiliate enters within a
set amount of time prior to the purchase. Mid-checkout commission and overwrite
rules are subject to change.

 

10.  PAY-PER-CLICK (PPC) GUIDELINES.

If
you are enrolled in our Program and participate in PPC advertising, you must
adhere to our PPC guidelines as follows:

1. 1. You may NOT bid on any of our branded or trademarked
      terms (which are identified below), including any variations or
      misspellings thereof, for search or content based campaigns on Google,
      MSN, Bing, Yahoo, Facebook or any other network without our prior written
      consent.
   
   
   2. You may NOT bid on any of our competitors using our
      trademarks without our prior written consent.
   
   
   3. You may NOT use our trademarked terms in sequence
      with any other keyword (i.e. Villatel Coupons) without our prior written
      consent.
   
   
   4. You may NOT bid on broad-match on any of our branded
      or trademark terms without our prior written consent.
   
   
   5. You may use our trademarked terms in your ad title
      and ad copy without our prior written consent.
   
   
   6. You may use our trademarked terms in your display
      name or as the display url without our prior written consent.
   
   
   7. You may NOT direct link to our website from any PPC
      ad or use redirects that yield the same result without our prior written
      consent.
   
   
   8. Affiliate links must be directed to an actual page
      on your website.
   
   
   9. You may not bid in any manner, appearing higher than
      Villatel for any search term in position 1-5 in any auction style PPC
      advertising program without our prior written consent.
   
   

 

If
you automate your PPC campaigns, the responsibility is yours to exclude our
trademarked terms from your program and we strongly suggest you add our
trademarked terms as negative keywords. We have a strict no tolerance policy on
PPC trademark bidding. You will forfeit all commissions for a minimum of the
past 30 days and your commission will be set to 0% without warning if you
engage in PPC trademark bidding that uses our trademarked terms without our
prior written consent.

 

Villatel
trademark terms:

-      
Villatel

-      
Villatel.com

-      
Villatel + any
combination

 

We
reserve the right to modify this list at any time, and this Agreement applies
to the use of any such additional trademarked terms.

 

11.  COUPON GUIDELINES.

If
you are enrolled in our Program and your website promotes coupon codes, you
must adhere to our Coupon Guidelines as follows:

1. 1. You may advertise coupon codes that are ONLY
      provided to you through the Program.
   
   
   2. You are PROHIBITED from using coupon codes that are
      not exclusive to the Program.
   
   
   3. You may NOT post any information about how to work
      around the requirements of a coupon/promotion (i.e. first time customers
      only) will result in removal from the Program.
   
   
   4. You must display coupons in their entirety with the
      full offer, valid expiration date and code.
   
   
   5. You may NOT use any technology that covers up the
      coupon code and generates the affiliate click by revealing the code(s).
   
   
   6. On click through, you must link directly to our
      website. Framing of our website is strictly prohibited.
   
   
   7. You may NOT give the appearance that any ongoing
      offer requires clicking from your website in order to redeem. For
      example, if all items on the site have a 10% discount, you may not turn
      this into an offer that infers that the customer must click from your
      site to get this deal.
   
   

 

If
your website ranks on the first page of Google for terms related to our website
or company name(s) combined with the words coupon, coupons, coupon code, promo
code, etc and/or your conversion rate exceeds 25%, you may be offered a lower
commission than our standard rate to offset the reduced profitably of orders.

 

We
have a strict no tolerance policy on using coupon codes outside of the Program.
You will forfeit all commissions on orders that use a coupon code that is not
authorized for the Program without our prior written consent.

 

12.  SUB-AFFILIATE NETWORKS.

Promoting
Villatel through a sub-affiliate network is permitted, however you must be
completely transparent with regards to where traffic from your sub-affiliates
originated. Sub-affiliate networks must ensure that all sub-affiliates
promoting the Program adhere to our Program terms and conditions. This includes
restrictions on advertising through toolbars, browser extensions, and through
any paid placements such as pay-per-click campaigns. Sub-affiliate networks
must also receive approval prior to allowing any type of coupon sub-affiliate
to promote the Program.

 

Failure
to comply with our sub-affiliate network terms may result in a loss and/or
reduction of commission from sales made through any sub-affiliate that does not
comply with our Agreement.

 

13.  DOMAIN NAMES.

You
may NOT register or use of any of our trademarked terms, or misspellings of our
trademarked terms, as part of the domain or sub-domain for your website (e.g., Villatel.website.com
or www.Villatel-coupons.com).

 

14.  ADVERTISING & PUBLICITY.

You
shall not create, publish, distribute, or print any written material that makes
reference to our Program without first submitting such material to us and
receiving our prior written consent. If you intend to promote our Program via
e-mail campaigns you must adhere to the following:

1. 1. At all times comply with the CAN-SPAM Act of 2003
      (Public Law No. 108-187) and any applicable laws, regulations and rules.
   
   
   2. E-mail must be sent on your behalf and must not
      imply that the e-mail is being sent on behalf of Villatel.
   
   
   3. E-mails must first be submitted to us for written
      approval in advance of distribution.
   
   

 

15.  SOCIAL MEDIA.

Promotion
on Facebook, Twitter, Instagram and other social media platforms is permitted
following these general guidelines:

1. 1. You ARE ALLOWED to promote offers to your own lists;
      more specifically, you are welcome to use your affiliate links on your
      own Facebook, Twitter, etc. pages provided you comply with the terms that
      govern your use of such social media platform. For example: You may post,
      "10% off sale at Villatel through Sunday with code VILLATEL10"
      on Facebook.
   
   
   2. You ARE PROHIBITED from posting your affiliate links
      on any of Villatel’s social media pages in an attempt to turn those links
      into affiliate sales.
   
   
   3. You ARE PROHIBITED from running Facebook ads with Villatel’s
      trademarked company name.
   
   
   4. You ARE PROHIBITED from creating a social media
      account that includes Villatel’s trademarks in the page name and/or
      username.
   
   

 

16.  OPERATIONS OUTSIDE UNITED STATES.

If
you are conducting business in or taking orders from persons in other
countries, you will follow the laws of those countries. For example, you will
comply with the European Union's Privacy and Electronic Communications
Directive if you are conducting business in or taking orders from persons in
one or more of the European Union countries.

 

17.  REVERSAL & COMMUNICATION POLICY.

Villatel
reserves the right to reverse orders due to order chargebacks, duplicate
tracking, disputed charges, and program violations as outlined in this
Agreement. Any such adjustment for a chargeback or similar event will be
reflected in your Villatel Program account in Refersion.

 

If
we ask you for clarification or more information on any orders or clicks that
we suspect may be in violation of this Agreement, we expect that you will
respond within 24 hours and in an honest manner. Below are violations of our
communications policy:

1. 1. Your responses are not forthcoming, intentionally
      vague or are found to be untrue.
   
   
   2. You are not responsive to our requests within 24
      hours and after multiple attempts to contact you with the information
      listed in your Affiliate profile.
   
   
   3. You cannot substantiate or validate the source of
      your traffic to our Program with clear and demonstrable proof.
   
   

 

If
any of the above apply, then we reserve the absolute right to reverse orders,
set your commission to 0% or suspend you from the Program. We know that many
violations are a result of automated processes; however it is incumbent upon
you to ensure that you have the appropriate systems, policies and procedures in
place to pro-actively address these issues and adhere to our Program rules.

 

18.  FTC DISCLOSURE REQUIREMENTS.

You
must include a disclosure statement within any and all pages, blog/posts, or
social media posts where affiliate links for our Program are posted as an
endorsement or review, and where it is not clear that the link is a paid
advertisement. This disclosure statement should be clear and concise, stating
that we are compensating you for your review or endorsement. If you received
the product for free from us or from the affiliate management team for review,
this also must be clearly stated in your disclosure.

 

●     
Disclosures must be made
as close as possible to the claims.

●     
Disclosures should be
placed above the fold; scrolling should not be necessary to find the
disclosure. (e.g. Disclosure should be visible before the jump).

●     
Pop-up disclosures are
prohibited.

 

For
more information about FTC disclosure requirements, please review the FTC's
"Dot Com Disclosures" Guidelines at http://www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf; and the FTC's Endorsement Guidelines at http://business.ftc.gov/advertising-and-marketing/endorsements.

19.  RELATIONSHIP OF PARTIES.

As
an Affiliate, you are serving as an independent contractor, and nothing in this
Agreement or the Program in general creates an agency, franchise, partnership,
sales representative or employment relationship between you and us. You will
have no authority to make or accept any offers or representations on our
behalf. You will not make any statement that will reasonably contradict
anything in this section.

 

20.  COMPLIANCE WITH LAW.

You
shall comply with all applicable laws, regulations, and rules, including the
Fair Credit Reporting Act, in connection with your participation in the
Program. Information about the Fair Credit Reporting Act can be found here: https://www.ftc.gov/legal-library/browse/statutes/fair-credit-reporting-act

 

21.  TERM & TERMINATION.

This
Agreement will be effective upon our acceptance of your Program application and
will end when terminated by either you or us as described in this Agreement.
Either you or we may terminate this Agreement at any time, for any reason, with
or without cause, by giving the other party written notice of termination
(including by e-mail). Villatel may terminate this Agreement effective
immediately if you violate any provision of this Agreement. Upon termination,
all licenses and other rights granted to you under this Agreement shall
immediately terminate. You shall promptly remove all of Villatel’s Marks and
affiliate links from your website. Those provisions of this Agreement that by
their terms or sense are intended to survive termination will survive and
remain in full force and effect.

 

You
will only earn commissions during the term of this Agreement (except as
otherwise set forth in this Agreement or in the event of a termination arising
out of your breach of this Agreement). You will not be entitled to any new
commissions generated from affiliate links following the termination of this
Agreement (including affiliate links distributed by you prior to such
termination).

 

22.  CHANGES TO THIS AGREEMENT.

From
time to time, at our discretion, we may change this Agreement. If we change
this Agreement, we will give you notice by posting the revised Agreement within
Refersion. Those changes will go into effect on the "Updated” date shown
in the revised Terms. By continuing to participate in the Program, you agree to
the revised Agreement.

 

23.  DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY.

Villatel
agrees to abide by any and all warranties as they exist on its website, as the
same may be amended from time to time in the sole and absolute discretion of Villatel.
OTHER THAN AS SET FORTH HEREIN, VILLATEL MAKES NO, AND EXPRESSLY DISCLAIMS ANY
AND ALL, WARRANTIES OR REPRESENTATIONS WITH RESPECT TO VILLATEL PRODUCTS
PROVIDED TO AFFILIATE CUSTOMERS THROUGH THE AFFILIATE PROGRAM AND/OR ANY
SERVICES PROVIDED BY VILLATEL UNDER THIS AGREEMENT INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OR WARRANTIES OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE. Additionally, Villatel makes no representations that
the operation of its website or services will be uninterrupted or error free
and we will not be liable for the consequences of any interruptions or errors.
In no event shall Villatel or any of its agents, employees, officers or
directors be liable for consequential, incidental or special damages, including
lost profits, even if it has knowledge of the potential loss or damage.

 

24.  INDEMNIFICATION.

You
agree to indemnify, and hold harmless Villatel and our directors, officers,
employees, agents, and shareholders from and against any liabilities, damages,
costs and expenses, including without limitation reasonable legal and
accounting fees, alleging or resulting from any activity arising in connection
to (i) any statements, claims, representations or warranties made by you
regarding Villatel and our Products that were not specifically authorized in
writing by us; (ii) any illegal, unfair, deceptive or unethical business
practices whatsoever by you, whether with respect to your participation in the
Program, use of affiliate links or otherwise; (iii) your website and any
materials, content, products or services that appear on your website; (iv) your
violation of any term or condition of this Agreement; or (v) your or your
employees’ negligence or willful misconduct.

 

25.  MISCELLANEOUS.

You
acknowledge that, during the term of this Agreement, you may be entrusted with
non-public confidential information relating to business, operations or
underlying technology of Villatel (“Confidential Information”). You shall not
use Confidential Information for purposes other than necessary to further the
purpose of this Agreement. You shall not disclose Confidential Information to
third parties without the prior written consent of Villatel in each instance.

 

Under
no circumstances will we be held liable for any delay or failure in performance
due in whole or in part to any acts of nature or other causes beyond our
reasonable control.

 

This
Agreement will be governed by and construed in accordance with the laws of the
State of Florida,
without giving effect to any conflict of laws rules or provisions.

 

If
any provision of this Agreement is found to be unlawful, void, or
unenforceable, then that provision will be deemed severable from this Agreement
and will not affect the validity or enforceability of any remaining provisions.

 

The
failure by us to enforce any right or provision of this Agreement will not
prevent us from enforcing such right or provision in the future.

 

We
may assign our rights and obligations under this Agreement, including in
connection with a merger, acquisition, sale of assets or equity, or by
operation of law.

 

This
Agreement constitutes the entire Agreement and understanding between you and Villatel
with respect to the subject matter herein and supersedes all prior written and
oral agreements, discussions or representations between us.

 

PLEASE PRINT A
COPY OF THESE TERMS FOR YOUR RECORDS AND PLEASE CHECK FREQUENTLY FOR ANY
CHANGES TO THESE TERMS.

 

©
2024 Villatel