TERMS & CONDITIONS

PUBLISHER AGREEMENT

This Agreement is made below by and between OX Management Services Limited, a company incorporated in and governed by the law of the Hong Kong, with registered office is at Unit 2203,Level 22,Millenium City  II,378 Kwun Tong Road , Kwun Tong, Kowloon, Hong Kong.

Considering:

a. OX Affiliates is a service, which allows the Publisher to earn money by placing a link on your website to one or several websites, connected to OX Affiliates.

b. In order to use the service the Publisher must accept the conditions of this Agreement and become authorized as a “Publisher”. We advise the Publisher to read this Agreement carefully and click on the “Register” button to accept the conditions of this Agreement, otherwise the Publisher will not be permitted to use this service.

c. Before becoming a Publisher you must be accepted by OX Affiliates and the company to whose Publisher Program you would like to be registered with. Once you have been accepted as a Publisher you will be notified through OX Affiliates’s website, www.OX Affiliates.com. Below are the terms of this Agreement. The Publisher is advised to read them carefully:

1. Glossary

Please find below the glossary of some important terms, also used in this Agreement.

a. “Affiliate” – A person or entity that has successfully completed the Program Participation Form and received confirmation from the Company that he is included in the Affiliate Program.

b. “Artificial Traffic” – It is defined as an illegal activity designed with the intention of deceiving merchants, other affiliates or buyers. The malpractice of deception includes spamming, typo-squatting, sending fake leads, creating deceptive links that do not pay the affiliate who legitimately earns the commission, cookie stuffing, and diverting links from legit affiliates, trademark poaching, using stolen credit cards, and clicks on CPC (cost-per-click) links using software that simulates human clicks.

c.”Visitor” – a unique individual that visits the website.

d.”Click” – the action of activating a link performed by a Visitor’s browser.

e. “Lead” – a Visitor that completes a registration form on a merchant website and has been tracked by the Affiliate system.

f.”Transaction/sale” – the action from an individual who has completed an agreement with a merchant website to buy a product or service.

g. “Traffic” – the flow of Visitors that can be measured by total number of Visitors to the website, as well as the clicks that converge to the same website.

h. “Publisher Program” – the offer build for the Advertiser, by OX Affiliates, hosted on the OX Affiliates platform and owned by OX Affiliates.

2. The Service

2.1 The Publisher has the permission to add links on his website or include links in emails to websites registered at OX Affiliates as long as the Publisher is registered to a OX Affiliates’s Publisher Program.

2.2 The service may be changed or terminated at any time and The Publisher will be notified either via email or by an announcement on the OX Affiliates’s website. In case the Publisher does not accept the changes, he has the right to terminate this Agreement immediately.

3. Affiliate Program

3.1 Compensation Plan:

A. CPA – (Cost Per Action) When a Visitor proceeds to a registration, and then proceeds with a transaction, and this transaction has been confirmed by OX Affiliates. Thus the commission for this Visitor will be shown as a commission for the Affiliate. The confirmation depends on the Advertiser’s requirement as stipulated in the Advertiser’s Program in OX Affiliates’s Affiliate system.

B. Revenue Sharing – This is an amount paid for any transaction during the cycle life of a client. This amount tends to be a percentage of the fee paid from the company to the Publisher. Eligibility to receive this payment is defined in the Advertiser’s portal in OX Affiliates Affiliate system.

C. CPL – (Cost Per Lead) When a Visitor registers on the Advertiser’s site. In this instance, the Publisher receives a fee for this action. Eligibility to receive this payment this is defined in the Advertiser’s portal in OX Affiliates’s Affiliate system.

D. CPM – (Cost per Mile) A 10% Commission is paid according to the visits to the Publisher site/s. Mille represents a thousand impressions. Therefore, The Publisher gets paid an amount per one thousand impressions. Eligibility to receive this payment is defined in the Advertiser’s portal in OX Affiliates’s Affiliate system.

E. Master Affiliate- The Master Affiliate receives a 10% of each affiliate commission. The threshold for the master affiliate is 100%. Duration of the commission per affiliate is 1 year. Both the Master Affiliate and his / her sub-affiliates are required to submit a valid copy of their ID in order for their account to be activated.

3.2 Participation

An applicant who wishes to become an Affiliate, must register to the Affiliate Progarm and submit the online form required. OX Affiliates will evaluate the application which will be either approved or rejected at the sole discretion of OX Affiliates. If the application has been successful, the applicant will be duly notified by email.

3.3 Cost and Expenses

The Affiliate shall bear all costs and expenses of any nature whatsoever incurred in connection with this Agreement. Under no circumstances shall OX Affiliates be liable hereinafter for any accounts other than the affiliate account.

4. Liabilities of the Publisher

4.1. The sole person responsible for The Publisher’s website and its content is The Publisher himself. He must ensure that the content is legitimate and abides to all applicable EU and national laws and regulations of the EU-directive 2002/58/EC.

4.2. The Publisher must be at least 18 years old in order to have permission to use the website.

4.3. You agree to provide OX Affiliates and the Advertiser with all accurate and up-to-date information about you and your promotional methods (such as contact information, Web sites used, etc). You must accurately, clearly and completely describe all promotional methods by selecting the appropriate descriptions and providing additional information when necessary. In case of any changes OX Affiliates must be notified at once and the Publisher must proceed to make the changes on OX Affiliates’s website.

4.4. The Publisher warrants that he is either the legal owner of his website or gave the permission for the content to be published on his website. The Publisher also warrants that its website’s content does not infringe any rights of third parties and that its content is not in any way offensive or prohibited. For example, the content does not refer to pornography, racism, hate Peer2Peer and file sharing.

4.5. The Publisher must not in any way generate or contribute to any kind of Artificial Traffic to the advertisers websites.

4.6. In case of any wrongful use of the Publisher’s links or Publisher’s Program, the Publisher must notify OX Affiliates immediately.

5. Liabilities of OX Affiliates

A. OX Affiliates undertakes to monitor and register the Traffic generated by the Publisher’s website to  the Linked Websites.

B. OX Affiliates will collect and pay the Publisher, all amounts due to the Publisher arising from this Agreement.

6. Rewards

6.1 OX Affiliates’s website contains the conditions of rewards for each Publisher Program which should be applied at all times. OX Affiliates will create the invoice on behalf of the Publisher, which includes among others the VAT (if applicable).

6.2 Payment of accumulated reward to The Publisher shall be made monthly in arrears, provided that The Publisher has generated valid Traffic and that OX Affiliates has received payment from each company with whose Publisher Program The Publisher has registered. If the traffic the Publisher is referring to is valid and OX Affiliates received all payments from Advertisers, your accumulated reward will be paid via your chosen payment method.

6.3 The payment of the commission will be issued if the total amount due to the Affiliate is equal or more than $100 (one hundred dollars). Payment to The Publisher will be made directly to The Publisher’s bank account or with any other payment system available. The Publisher must specify on OX Affiliates’s website the details asked of his bank account.

6.4 The Publisher is responsible for the payment of all taxes and national insurance payable on any payments made to him by OX Affiliates.

6.5 OX Affiliates shall issue the payment to the Affiliate every 2nd Friday of each month for the incomes of the last two weeks. Every 4th Friday of each month, OX Affiliates shall issue the rest of the commission for the remaining days of the last month. For example, for the month June, 2015 the first payment shall be issued on the 12th and the second payment on the 26th of June.

6.6 If the Advertiser is offering extra bonus, OX Affiliates shall make the payment to the Affiliate on the 2nd Friday of the next month along with the payment of the remaining commission.

7. Warranties & Limitation on Liability

7.1 To the maximum extent permitted by applicable law, OX Affiliates expressly disclaims any implied warranties and conditions, including any implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement, as well as any warranties that the services provided by OX Affiliates or that the operation of the services will be interruption or error free.

7.2 Notwithstanding anything to the contrary contained herein, OX Affiliates, its affiliates, agents and licensors, shall not, under any circumstances, be liable to the publisher for consequential, incidental, special or exemplary damages, even if OX Affiliates has been apprised of the likelihood of such damages occurring. Except as required by law, in no event shall OX Affiliates’s liability (whether based on an action or claim in contract, tort or otherwise) to the affiliate in any way connected with or arising out of this agreement exceed the fees actually paid to the affiliate during the six (6) months prior to the event giving rise to liability.

8. Holdover for Fraud Traffic

In the case of any activity being deemed suspicious, OX Affiliates has the right to delay payment to the Affiliate for up to 90 days (ninety days), in order to verify the relevant transactions. In case of Fraud Traffic the Company shall not proceed with payment at all. In case OX Affiliates proves that the Affiliate is in any way involved in a fraud, then it has the right to block the Affiliate’s access to the Program without paying a compensation. Therefore, the Affiliate has no claim or demand against the Group, the Site(s) and its employees or anyone involved in the Company.

9. Termination

9.1 The Publisher may terminate this Agreement at any time by providing written notice to OX Affiliates.

9.2OX Affiliates may terminate this Agreement and/or suspend the Publisher from OX Affiliates’s services or from a certain company’s Affiliate Program if:

a.The Publisher or the content of The Publisher’s website is in anyway inappropriate.

b.The Affiliate Program to which The Publisher is registered asks OX Affiliates to do so, for any reason.

c.The Publisher acts fraudulently or illegally in any way or the Publisher generates or tries to generate Artificial Traffic to Linked Websites or The Publisher in any other way breaches any of the provisions of this Agreement.

d. The Publisher does not comply with any law or regulation included in the Agreement.

e. The Publisher has not generated any Traffic for a period of three (3) months.

9.3 If the Publisher is suspended from a particular company’s Affiliate Program, The Publisher must immediately delete all the Links from that particular company’s Website.

9.4 Upon termination of the present Agreement, OX Affiliates shall inform The Publisher at once through OX Affiliates’s website and The Publisher shall immediately stop using the service and delete all links to Linked Websites.

9.5 This Agreement expires immediately on termination and no remuneration will be paid to The Publisher for the Affiliate Program or Programs in question.

9.6 Any Publisher Program may be changed or terminated at any time. All the information about the Publisher Programs such as changes or website terminations will be uploaded on OX Affiliates’s website. The Publisher must comply with the requirements of The Publisher Program including in particular any stipulations as to the nature and content of the Publisher’s website and the use of third party or other Publishers trademarks and logos.

10. Cost and Damages

If any damages arise from the contents of The Publisher’s website or if any wrong information is given by The Publisher to OX Affiliates, OX Affiliates has no obligation for compensation to The Publisher. If any damages or costs are caused to OX Affiliates by the Publisher in any way, The Publisher shall compensate OX Affiliates.

11. Assignment of the Agreement

Either Party, without the consent of the other Party, may assign rights or delegate obligations under this Agreement in whole or in part, upon thirty (30) Days’ prior Notice to the other Party, to an Affiliate who assumes the obligations delegated under this Agreement. A Party who assigns rights or delegates obligations to an Affiliate shall do so in writing, and shall provide a copy of such writing to the other Party. In all circumstances, the Party who initiates an assignment or delegation shall remain liable to the other Party for its Affiliate’s full performance of the Party’s obligations under this Agreement.

12. Marketing

OX Affiliates has the right to use the name and web address given by the Publisher and other personal information at OX Affiliates’s website and send newsletters etc. to the Publisher’s e-mail address. OX Affiliates can also use the information given by the Publisher for marketing purposes.

13. Severability

If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, it is the intent of the parties that all other provisions of this Agreement be construed to remain fully valid, enforceable and binding on the parties.

14. Proprietary Rights

All copyright and other intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including (without limitation) patents, trademarks, service marks, trade names, design rights, database rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world.

15. Government Law

The validity, construction and performance of this Agreement and any claim, dispute or matter arising under or in connection to this Agreement or its enforcement shall be governed and construed in accordance with the laws of HONG KONG and the competent court for the settlement of any dispute which may arise between shall be the District Court of HONG KONG.

16. Applicable Laws.

This Agreement shall be governed, construed and enforced in accordance with the laws of the Hong Kong. Both Parties agree that any legal action, disputes, controversy or claims between them arising out of, or, relating to this Agreement will be brought exclusively before a court of law within the legal jurisdiction of the Hong Kong.