1. Scope of the Conditions
1.1 These Affiliate Conditions regulate the relationship between xDesk and the AFFILIATE.
1.2 You must read, understand and accept these Membership Conditions before signing up for the Affiliate program. At the time of signing up you are subject to these Membership Conditions that, together with our Privacy Policies and Conditions of Use govern your relationship with xDesk. You can only register as an AFFILIATE after having read and accepted the Membership Conditions.
For the purposes of these Membership Conditions, the following definitions are established:
"AFFILIATE": The individual or entity that controls one or more social networks, blogs, websites and xDesk has approved the application to enroll in the Affiliate Program.
“Contents”: Links available on the Platform, whether it is about a service, a special promotion or other digital products that may interest fans of the AFFILIATE, and that allow interaction with the user in the URL of each AFFILIATE.
"Intellectual Property Rights": means similar or equivalent rights, regardless of the country where said rights were created, including, without limitation (i) rights over patents, registered designs, design rights, trademarks, copyrights, rights over databases, moral rights, topography rights, trade names and company names, including ownership of all registrations and applications for registration of any of the elements listed above and all rights of any nature about such elements; (ii) rights to take legal action against acts of competition unfair or counterfeit; and (iii) all commercial, confidentiality and other rights property including all rights to know-how and any other technical information.
"Records": Interaction of any user, connected to a URL of an AFFILIATE through which The incorporation of personal data on the Platform is carried out for the first time.
"Transaction": is the acquisition of any service on the Platform by users who have accessed via an AFFILIATE link to the Platform.
"Affiliate Program": is the program established and developed by xDesk whereby a AFFILIATE may promote the offer of products and services provided by the Platform through promotional URL (s) in exchange for financial compensation. For such monitoring xDesk will insert a cookie in the URLs and / or associated profiles that will measure all transactions and registrations made by users through the Affiliate Program. Promotional URLs: Link generated by the Affiliate Program for the AFFILIATE promote any link on the Platform.
3. Affiliate Program
3.1. In order to subscribe as an AFFILIATE you must have an account on the Platform, have at under 18 years old and sign up for the Affiliate Program by providing all the information Requests.
3.2 xDesk will review the information provided in the application and notify the acceptance or Rejection in the Affiliate Program within approximately 48 hours. xDesk reserves the right to reject any request.
3.3. The Affiliate Program may be resolved at any time by both the AFFILIATE and xDesk through written communication, via e-mail or regular mail. xDesk may also notify the AFFILIATE of the termination, suspension or interruption directly via mail, mail and / or through the Platform in the private area of the AFFILIATE.
3.4. Notwithstanding the foregoing, xDesk will have the right to delete any publication
carried out by the AFFILIATE, resolve and / or suspend the AFFILIATE's participation in its Program of Affiliation without prior notice and claiming the damages and losses, in the event that:
a) xDesk considers that the AFFILIATE or the contents of their Promotional URLs are inappropriate in any way;
b) The AFFILIATE acts fraudulently or illegally or generates or tries to generate records, simulated transactions or traffic to the Platform or breach in any other way whatsoever provision of this Agreement;
3.5. Once xDesk has requested the withdrawal of publications or has suspended or resolved the Affiliate Program for any reason, the AFFILIATE agrees to stop using the Contents immediately in less than 24 hours and remove all links from URLs Promotional to the Platform.
3.6. The AFFILIATE agrees to receive notifications via email regarding the Affiliate Program, such as promotions, tips, special affiliate offers, etc. You can unsubscribe when you want.
3.7. xDesk will have on its Platform the information corresponding to the Affiliation, where the AFFILIATE must keep informed of any variation. xDesk is reserves the right to request the removal of any content from the Promotional URL (s), modify, correct, change or cancel the Affiliate Program at any time. However, xDesk will do everything possible to inform the AFFILIATE of the most important variations that occur such as product withdrawals, variations in remuneration conditions, inform that a content of the Promotional URL (s) is not accepted etc. If the AFFILIATE does not accept the changes or proceed to remove the requested content, if applicable, you must stop use the service immediately in less than 24 hours and remove all links to the Platform. In this case, All the amounts legitimately owed to the AFFILIATE will be satisfied by xDesk in the 30 days following the cancellation of the service.
4. Guarantees, responsibilities and obligations of the AFFILIATE
4.1. The AFFILIATE will be responsible for the implementation, commissioning and maintenance of the Contents of the Platform Affiliate Program in their Promotional URL (s), as well as of the implantation, operation and maintenance of the same / s and will exempt xDesk from all claims that may arise in relation to said implementation, start-up, maintenance or content thereof.
4.2. The AFFILIATE guarantees that the information provided to xDesk about their ID, address,email, person and / or company is truthful and accurate. When the AFFILIATE is a company, You must provide xDesk with the full company name, the registration data in the Corresponding Commercial Registry, the address of the registered office, the address of the headquarters from where the activity takes place, and the Tax Identification Code. The AFFILIATE must communicate immediately to xDesk any change in the information provided.
4.3. In particular, the AFFILIATE agrees to:
a) Do not generate or contribute to generate simulated or fraudulent Records or Transactions to
through your Promotional URL (s) by using robots or any other
mechanism for automatic generation of false records or transactions.
b) Use the Content provided by xDesk without changes.
c) Do not make any promise or commit any type of obligation for or on behalf from xDesk.
d) It will guarantee at all times that the services offered by the Platform are identical to the goods and / or services mentioned in the Platform without them giving rise to confusion for the user.
e) Not to use the Contents provided for actions and / or conducts that violate the applicable legislation or the conditions established in these Conditions of Membership. Among others, this will include, but not exclusively, the following actions and behaviors: i) Sending large amounts of unsolicited emails with identical content; ii) Breach of the intellectual property rights of third parties; iii) Deception to third parties involved, demeaning, obscene or negative; and iii) Misuse of texts, logos or information from xDesk;
f) You will guarantee to be the owner of the rights to all information and all contents of your Promotional URL (s) or that the owner of the rights on the information and contents of your Promotional URL (s) has provided its express consent for publication.
4.4. xDesk holds the AFFILIATE directly responsible for the traffic coming from its URL / s (s) Promotional who will assume the consequences that may be simulated. In any case, the AFFILIATE must immediately notify xDesk of any use simulated, improper or illicit of which it could have knowledge.
4.5. Likewise, the AFFILIATE agrees not to insert any phrase or technological mechanism, as forced viewing screens, which coerce or compel the user to register in the Platform or that may be interpreted as an act of misleading advertising.
4.6. In the event that xDesk detects any type of action such as those previously exposed may terminate the Affiliate Program with the AFFILIATE, who will lose the right to the accumulated remuneration up to the moment of communicating the detection of the Registration or simulated transaction.
5. Remuneration and method of payment
5.1. The AFFILIATE will participate in the Transactions, when a user of the Platform clicks
a link of Contents included in the URLs and / or Associated Profiles, make a Transaction in the
Platform before session expires. The session ends if 30 days elapse from the click
user initial. The economic participation on the Transactions and records validated by xDesk is the next:
- 40% on the Transaction price the user makes on the Platform.
- xDesk holds the transaction funds until the client verifies the results of the service or up to 30 days after the purchase date. - xDesk will transfer the funds to the affiliate via Paypal.
5.2 AFFILIATES registered and approved in the Affiliate Program before January 1, 2020, they will keep their remuneration. Otherwise, xDesk will notify the AFFILIATE of the exchange of any remuneration.
5.3. xDesk will send the AFFILIATE a report with the amounts in the middle of each month corresponding to the operations of the previous month. The income will be made directly in the AFFILIATE's PayPal account in American Dollars.
5.4. xDesk will verify all the Registrations and / or Transactions and reserves, at its entire discretion, the right to cancel any amount owed to the AFFILIATE when any "Transaction" is duplicated or does not meet the validation points.
5.5. The AFFILIATE will guarantee that all the obligations related to the taxable laws they will be fulfilled and xDesk will be compensated for claims related to them.
6.1. The AFFILIATE exonerates and undertakes to keep xDesk harmless (including its representatives, directors, employees, agents, successors and assigns) against any claim, judicial or extrajudicial, damages, of any kind (including expenses of legal defense and procedural costs), could be claimed, or to which it may be sentenced, in the case of breach of the obligations and guarantees set forth in these Conditions Affiliation.
6.2. xDesk does not make any promise, nor can it guarantee or guarantee, that the operations of its Platform will not be interrupted in any case or will be free of errors, so it will not be responsible for the consequences of any interruption or error. Nor is it responsible for the operation of the accesses to the Contents by the AFFILIATES, nor of those failures in services and links, data loss in information processing systems, failures in security systems or sending viruses or other components programmed from URLs and / or Associated Profiles.
6.3. xDesk will not be responsible for the losses or damages that the AFFILIATE may have such as loss of income; loss of profits; loss of business, loss of prestige and / or all indirect loss or damage.
7. Intellectual Property
7.1. xDesk reserves all the intellectual property rights related to the Contents, recommendations, and other goods, services and / or documents produced for the Program of Affiliation, as well as all brands, software and any rights associated with the Program Membership. Nothing in these Conditions will be interpreted as a right or permission granted to the AFFILIATE other than that established in these Affiliate Conditions.
8. Other covenants
Without the need to obtain any consent from the AFFILIATE, xDesk is empowered to transfer all or part of your rights and obligations under this Affiliate Program to Any third party, therefore, affiliate networks may not be affiliated. In the event that the AFFILIATE wishes to assign the rights and obligations of this Program Affiliation with a third party will require the prior written consent of xDesk.
8.2. Partial nullity
In the event that any of the covenants of these Conditions of Affiliation were declared null and void, the remaining covenants will remain in force without being affected by said declaration of invalidity, unless the clause declared null was essential or altered the balance of the benefits of the parties.
xDesk may modify the terms and conditions of the Affiliate Program at any moment, these changes being notified to the AFFILIATE electronically. If the AFFILIATE does not could accept the modification of the terms and conditions, he himself may terminate this contract. If the AFFILIATE has not terminated the contract within 14 days, it will be assumed that the latter has accepted the modifications.
The AFFILIATE agrees not to disclose to third parties the confidential information to which it has access as a result of the Affiliate Program, including any information regarding the business, creativity, prices, marketing strategies, business conditions, technology Platform or any xDesk project.
THE AFFILIATE shall indemnify xDesk and any of its subsidiary entities in the assumption of breach of the duty of confidentiality for the damages caused.
It will not be grounds for compensation if the disclosure of confidential information has been: (i) in fulfillment of an obligation or an administrative or judicial order; (ii) to demand or allow the compliance with the rights or obligations derived from this contract; and (iii) when the Information will be in the public domain at the time of disclosure.
9. Applicable law and jurisdiction
These Membership Conditions, their interpretation and compliance, will be governed by the laws of the State of California (USA), without reference or reference to its principles and rules on
conflicts of laws.
For all litigation, controversy, discrepancy or claim that may arise in relation to the this Contract, its interpretation, breach or resolution, the parties submit, with express resignation to the jurisdiction that may correspond to them, to the arbitration of the Association Law American Arbitration Association (AAA), an institution to which the parties to This act entrusts to administer and direct the corresponding procedure in accordance with its internal rules. The arbitration will take place in the city of San Francisco (California - USA) and will develop in English.
In the event that the aforementioned submission to arbitration could be considered not applicable, the parties subject, expressly waiving the jurisdiction that may correspond to them, to the exclusive jurisdiction of the Courts and Tribunals of San Francisco County (California - USA), resigning expressly both parties to the participation of a jury.
Likewise, the parties expressly agree that any litigation, controversy, discrepancy or claim that may arise in relation to this Contract, its interpretation, breach or resolution, will be resolved through an individual procedure, and may not be object of consolidation, grouping or accumulation with a procedure urged by one or more third parties. To this end, the parties reciprocally waive the exercise of actions, already arbitration, and judicial, class actions.