This Partner Program Operating Agreement (the "Agreement") is made and entered into by and between
Exodus Strong (" Exodus Strong" or "we"), and the party submitting an application to become a Exodus
Strong partner ("Partner"). The Exodus Strong Terms & Conditions contained in this Agreement apply
to Partner's participation with partners.exodusstrong.com ("Partner Program"). In connection with
the Partner Program, Partner may see offers (each, an "Offer") by Exodus Strong or a third party
(each such third party a "Client") that may link to a specific web site for that particular Offer
("Program Web Site"). Furthermore, each Offer may have additional terms that are incorporated as
part of this Agreement. By submitting an application or participating in an Offer, Partner expressly
consents to all the Exodus Strong Terms & Conditions of this Agreement and the individual accepting
this Agreement represents that he or she has the authority to bind the Partner to the terms of this
Agreement.
Enrollment in the Partner Program
Partner must submit an Partner Program application from Exodus Strong's website. Partner must
provide accurate and complete information in Partner's application. After Exodus Strong reviews
Partner's application, Exodus Strong will notify Partner of Partner's acceptance or rejection to the
Partner Program. Exodus Strong may accept or reject Partner's application at Exodus Strong's sole
discretion for any reason.
Obligations of the Parties
Subject to Exodus Strong's acceptance of Partner as an partner and Partner's continued compliance
with the Exodus Strong Terms & Conditions of this Agreement, Exodus Strong agrees as follows:
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Exodus Strong will make available to Partner via the Partner Program graphic and textual links to
the Program Web Site and/or other creative materials (collectively, the "Links") which Partner may
display on web sites owned or controlled by Partner, in emails sent by Partner and in online
advertisements (collectively, "Media"). The Links will serve to identify Partner as a member of QE
Strong's Partner Program and will establish a link from Partner's Media to the Program Web Site.
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Exodus Strong will pay Partner for each Qualified Action (the "Commission"). A "Qualified Action"
means an individual person who (i) accesses the Program Web Site via the Link, where the Link is
the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot,
spider, computer script or other automated, artificial or fraudulent method to appear like an
individual, real live person (as determined by Exodus Strong), (iii) is not using pre-populated
fields, (iv) completes all of the information required for such action within the time period
allowed by Exodus Strong, and (v) is not later determined by Exodus Strong to be fraudulent,
incomplete, unqualified or a duplicate user.
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Exodus Strong will pay Partner any Commissions earned on a monthly basis, provided that the total
Commissions Exodus Strong owes you is greater than $. Accounts with a balance of less than $ will
roll over to the next month and will continue to roll over monthly until the $ minimum is reached.
QE Strong reserves the right to charge back to Partner's account any previously paid Qualified
Actions that are later determined to have not met the requirements to be a Qualified Action.
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Payment for Commissions is dependent upon Clients providing such funds to Exodus Strong, and
therefore, Partner agrees that Exodus Strong shall only be liable to Partner for Commissions to
the extent that Exodus Strong has received such funds from the Clients.
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Exodus Strong shall automatically generate an invoice on behalf of Partner for all Commissions
payable under this Agreement and shall remit payment to Partner based upon that invoice. All
tracking of Links and determinations of Qualifed Actions and Commissions shall be made by Exodus
Strong in its sole discretion. In the event that Partner disputes in good faith any portion of an
invoice, Partner must submit that dispute to Exodus Strong in writing and in sufficient detail
within thirty (30) days of the date on the invoice. If Partner does not dispute the invoice as set
forth herein, then Partner agrees that it irrevocably waives any claims or challenges based upon
that invoice. In the event that Partner is also tracking Qualified Actions and Partner claims a
discrepancy, Partner must provide Exodus Strong with Partner's reports within three (3) days after
30th day of the calendar month, and if Exodus Strong's and Partner's reported statistics vary by
more than 10% and QE Strong reasonably determines that Partner has used generally accepted
industry methods to track Qualified Actions, then Exodus Strong and Partner agree to make a good
faith effort to arrive at a reconciliation. If the parties are unable to arrive at a
reconciliation, then Exodus Strong's numbers shall govern.
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If Partner has an outstanding balance due to Exodus Strong under this Agreement or any other
agreement between the Partner and Exodus Strong, whether or not related to the Partner Program,
Partner agrees that Exodus Strong may offset any such amounts due to Exodus Strong from amounts
payable to Partner under this Agreement.
Partner also agrees that:
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It has sole responsibility for the development, operation, and maintenance of, and all content on
or linked to, the Media.
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All materials posted on the Media or otherwise used in connection with the Partner Program (i) are
not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third
party, and (iii) do not contain or link to any material which is harmful, threatening, defamatory,
obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based
on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities
(such as gambling), contains profanity or otherwise contains materials that Exodus Strong informs
Partner that it considers objectionable (collectively, "Objectionable Content").
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It will not make any representations, warranties or other statements concerning Exodus Strong or
Client or any of their respective products or services, except as expressly authorized herein.
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The Media does not copy or resemble the look and feel of the Program Web Site or create the
impression that the Media is endorsed by Exodus Strong or Clients or a part of the Program Web
Site, without prior written permission from Exodus Strong.
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It will comply with all (i) obligations, requirements and restrictions under this Agreement and
(ii) laws, rules and regulations as they relate to its business, its Media or its use of the
Links.
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It will comply with the terms, conditions, guidelines and policies of any third-party services
used by Partner in connection with the Partner Program, including but not limited to, email
providers, social networking services and ad networks.
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It will always prominently post and make available to end-users, including prior to the collection
of any personally identifiable information, a privacy policy in compliance with all applicable
laws that clearly and thoroughly discloses all information collection, use and sharing practices,
including providing for the collection of such personally identifiable information in connection
with the Partner Program and the provision of such personally identifiable information to QE
Strong and Clients for use as intended by Exodus Strong and Clients.
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It will always prominently post and make available to end-users any Exodus Strong Terms &
Conditions in connection with the Offer set forth by Exodus Strong or Client, or as required by
applicable laws regarding such Offers.
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It will not place Exodus Strong ads on any online auction platform (i.e. eBay, Amazon, etc).
By submitting an application to Partner Program, Partner affirms and acknowledges that Partner has
read this Agreement in its entirety and agrees to be bound by all of its Exodus Strong Terms &
Conditions.