Tixel Affiliate Agreement
1. Use of Tixel Data
Ownership of Data: All transactional data, including but not limited to ticket listings, sales, and user account information, remains the exclusive property of Tixel. Affiliates may use this data solely for the purpose of promoting Tixel and generating qualifying conversions. Affiliates are prohibited from assigning or licensing any rights related to this data without Tixel's explicit written consent.
2. Payment Terms
Affiliate Tracking Partner: Payments and reporting will be tracked using the Tapfiliate platform.
Referral Fees: Referral fees are based on the types of conversions as detailed in this agreement under "Conversions."
Sharing with Third Parties: Affiliates must obtain prior written approval from Tixel before syndicating or sharing any data obtained through the affiliate program.
Tracking Requirements: Affiliates must ensure that all promotional links include proper referral tracking mechanisms as specified by Tixel.
3. Branding and Promotion
Restrictions:
Affiliates are prohibited from bidding on Tixel brand terms or using Tixel brands in paid search campaigns without prior written consent. Affiliates must not engage in promotional activities outside of the agreed channels owned by them.
Press Releases/Announcements: Affiliates must obtain Tixel's prior written consent before making any public statements about the partnership.
4. Term and Termination
Term and Renewal: The initial term of the agreement will commence upon acceptance by the affiliate and will continue indefinitely, renewing automatically. The agreement will remain in effect until terminated by either party. Either party may terminate the agreement by providing written notice at any time. The notice will take effect 30 days after it is given.
Termination for Convenience: Tixel may terminate the agreement with the affiliate at any time by providing 30 days' written notice. During this notice period, the affiliate will continue to accrue commissions for approved conversions. However, after the 30-day period, no further conversions, including those pending or awaiting approval, will be eligible for commission payments.
Termination for Breach: Tixel reserves the right to terminate the agreement immediately in cases of material breach, repeated violations, fraudulent activities, or actions that bring Tixel's reputation into disrepute.
Post-Termination: Upon termination, the affiliate must cease using Tixel's promotional materials and delete any Tixel-related data. Affiliates will not be entitled to commissions for any actions completed after the termination date.
5. Conversions
Conversions: A conversion is recorded at the time an action occurs, such as listing a ticket, purchasing a ticket, or setting up an auto-purchase. Conversions are categorised and approved based on the following criteria:
Ticket Listed: A conversion is recorded when a ticket is listed on the platform. It is considered approved when the ticket is sold, the sale is not refunded, and the event has concluded.
Purchase Made: A conversion is recorded at the time of ticket purchase. It is considered approved upon the purchase of the ticket, provided the event is completed without a refund.
Auto-Purchase Created: A conversion is recorded when an auto-purchase is set up. It is considered approved when the auto-purchase successfully results in a ticket sale, without a refund, and the event is completed.
Each type of conversion must meet these criteria to qualify for commission payments. The recording of conversions does not guarantee commission eligibility; only approved conversions, as defined above, are eligible for commissions.
Disapproved Conversions: Conversions not meeting the criteria will be disapproved, and the affiliate will not receive commissions.
Approval Process: Conversions will generally be reviewed and marked as approved or disapproved daily. However, this process may take longer due to data processing issues or other unforeseen circumstances.
Disapproval of Conversions: Tixel reserves the right to disapprove any conversion at its discretion if it determines that the conversion does not meet the required criteria or if there are concerns about the legitimacy of the transaction. Disapproved conversions will not qualify for commissions, and Tixel's decision will be final.
6. Commission Structures
Revenue Share: Affiliates earn a fixed percentage of the ticket value as a base commission, as specified in this agreement. Tixel may, from time to time, offer a higher commission rate to promote specific events or during special promotional periods. Any such temporary increases in the commission rate will be communicated directly to the affiliate. The base commission rate, as agreed upon in this agreement, will remain constant unless otherwise modified by mutual consent.
Adjustment of Commission and Conversion Value: Tixel reserves the right to modify the commission value and conversion value during the approval process. This adjustment may occur due to a validation process that ensures the accuracy of the conversion value and commission, based on the authoritative data in Tixel's systems.
7. Bonus Payments
Bonus payments may be provided at Tixel's discretion and will be subject to separate terms and conditions outside of this agreement.
8. Affiliate Payments
Payments will be processed via the Tapfiliate platform. Affiliates are responsible for any additional charges from the payment method chosen. Payments will be made by the 15th day of each month for the previous month’s approved conversions.
9. Compliance and Liability
Affiliates must comply with all relevant laws, including privacy regulations and platform-specific terms. Tixel's liability is limited to the total payments made to the affiliate in the 12 months preceding any claim.
10. Content Use and Licensing
Affiliates grant Tixel a non-exclusive, royalty-free license to use any content created by the affiliate for promotional purposes.
11. Dispute Resolution
Any disputes arising from this agreement will be resolved through [specified method, e.g., arbitration, mediation].
12. Miscellaneous
Notices: All notices must be in writing and delivered to the designated contact person for each party.
Severability: If any provision is found to be invalid, the remaining provisions will continue in effect.
Entire Agreement: This agreement, including any incorporated documents, constitutes the entire agreement between the parties.
13. Confidentiality
Obligations: Affiliates must maintain the confidentiality of Tixel's proprietary information, including business strategies, financial data, and other non-public information, both during and after the term of the agreement.
14. Intellectual Property Rights
License to Use Marks: Specify the conditions under which affiliates may use Tixel’s trademarks, logos, and other intellectual property. Include restrictions on modifications and the requirement to comply with Tixel’s brand guidelines.
Ownership: Affirm that all intellectual property rights in Tixel's promotional materials and content remain with Tixel.
15. Indemnification
Affiliate’s Responsibilities: Affiliates should indemnify Tixel against all claims, damages, liabilities, and expenses arising from any breach of the agreement, misuse of Tixel’s intellectual property, or any wrongful acts or omissions by the affiliate or their agents.
16. Prohibited Activities
Prohibited Content: Affiliates must not promote Tixel using content that is misleading, deceptive, or violates any laws. Prohibit the use of spam, unsolicited communications, or any illegal promotional methods.
Black-Hat Techniques: Explicitly forbid the use of black-hat SEO techniques, cookie stuffing, or any other methods considered unethical or fraudulent.
17. Monitoring and Audits
Right to Audit: Tixel reserves the right to audit the affiliate’s promotional methods and compliance with the agreement. Specify the process and frequency of such audits.
18. Modification of Agreement
Amendment Process: Outline how changes to the agreement will be communicated and the timeframe for affiliates to accept these changes. Include a clause that the affiliate’s continued participation after notice of changes constitutes acceptance.
19. Governing Law and Jurisdiction
Applicable Law: Specify the jurisdiction whose laws will govern the agreement and the venue for any disputes. Consider including a clause on waiving the right to a jury trial if appropriate.
20. Force Majeure
Definition and Consequences: Define force majeure events (e.g., natural disasters, strikes, legal changes) and state that neither party will be liable for failure to perform due to such events. Include procedures for how parties will communicate and handle obligations during such events.
21. Non-Compete and Non-Solicitation
Non-Compete Clause: Depending on the business model, consider including a clause that restricts affiliates from promoting competing services during the term of the agreement and for a specified period afterward.
Non-Solicitation: Prohibit affiliates from soliciting Tixel’s employees or customers for other purposes.
22. Data Protection and Privacy
Data Processing: Include clauses ensuring affiliates comply with all relevant data protection laws, such as GDPR, when handling personal data. Specify requirements for data security and breach notifications.
23. Termination of Inactive Affiliates
Inactivity Clause: Define what constitutes affiliate inactivity (e.g., no conversions within a specified period) and the conditions under which Tixel can terminate inactive accounts.
24. Bonus and Incentive Programs
Details of Bonus Programs: If applicable, provide details about additional bonus or incentive programs, including eligibility criteria and how they will be calculated and paid.
25. Miscellaneous Provisions
Relationship of Parties: Clarify that the agreement does not create an employment, partnership, or agency relationship between Tixel and the affiliate.
Survival of Terms: Specify which terms survive the termination or expiration of the agreement, such as confidentiality, indemnification, and governing law.