This Affiliate Agreement contains the complete terms and conditions between OVTLYR Inc. ("We", "us", "OVTLYR"), the Affiliate ("you", "Affiliate") regarding your participation in OVTLYR's Commission Referral Program (the "Affiliate Program").
By using the Platform and Services described in this document and marketed at OVTLYR.com, or subscribing to the services on the OVTLYR.com website, you are attesting that you have read, understand, and agree to these Terms, Conditions and Disclaimers and that you agree that your relationship with us is governed by the terms spelled out in the TOS. If you do not agree with these TOS, then you must immediately cease use of OVTLYR.com and any OVTLYR services or Platforms.
To participate as an affiliate, you are required to sign up at OVTLYR.FirstPromoter.com. If you are a US resident, we will request that you provide us with your Social Security Number or Tax ID number for tax reporting purposes before we issue payment on any commissions.
OVTLYR will provide You with Your unique tracking codes. These codes must be placed in the HTML of your website or shared on social media. When another web user clicks on your special link, it will direct the visitor to OVTLYR.com. If the user opens an account any time in the next 90 days (without clearing their cookies) from the same browser on the same computer or device, our automated system will track the sale and automatically credit your account. In order for automated tracking to be successful the visitor must have clicked on your tracking link, user must have cookies and javascript enabled in their browser, and user must not have cleared cookies before placing their order. If the automated tracking fails for any reason and you wish to earn commission for this referral you must contact OVTLYR Affiliate Support at Support@OVTLYR.com.
You agree to provide OVTLYR with accurate information when setting up your account, during our relationship, and when corresponding with us. On occasion, we may need to communicate with you by e-mail or telephone about the Services. You agree to maintain a working e-mail address that is monitored daily and to promptly inform us of any changes to your e-mail address or phone number. We have no responsibility, or liability, for interruptions in the Services, or damages of any sort, based on communications that are misdirected because of your failure to provide us with updated contact information.
Commissions will be paid to affiliates based on successful referrals. A successful referral, or sale, is defined as: non-fraudulent, active for a period of thirty (30) days, not cancelled OVTLYR Elite account, who has paid for services in full and has been directed to OVTLYR through your affiliate tracking link. Due to the high frequency of credit card fraud, affiliate commission fraud, and cancellation rates, OVTLYR reserves the right to hold commissions for up to 60 days for verification on a case-by-case basis. OVTLYR also reserves the right to claw-black or cancel any commission in the event that OVTLYR is unable to collect funds for services from the end user, or in the event that the order is found to be fraudulent, or in the event that the customer cancels and is refunded, or if OVTLYR learns that the commission was earned improperly through any means. There is one pay period per every month. Pay periods are 30 days long. Commissions are paid once they have matured for 60 days after they were awarded, or when the hold on the commission is released (no more than 60 days from the time the hold was placed.) This time frame allows us to evaluate every order and assert its validity. In the event we are unable to verify the order during this time frame, we may, at our sole discretion, cancel your commission and cancel the order. Cancelled commissions cannot be reinstated. Any commission cancellations will be documented to the Affiliate on request to show sufficient reason for cancellation. Commission rates are posted on www.OVTLYR.com/affiliates and will be updated there. If you have received a custom commission from OVTLYR in exchange for a referral commitment, then OVTLYR will modify your account settings to reflect this.
If you become non-subscriber then you will be automatically moved to our Prime Affiliate program with less payout as per mentioned on www.OVTLYR.com/affiliates
The term of this agreement will begin upon acceptance of OVTLYR's acceptance of Your Affiliate Program application, and will end when terminated by either involved party as indicated in this provision. You and OVTLYR reserve the right at any time to cancel this relationship, with or without cause, by giving 30 days’ notice of termination. Once terminated, you will not be eligible to receive commissions for any future referrals. OVTLYR may modify this agreement at any time upon 14 days’ notice.
OVTLYR may terminate the Affiliate Program agreement between us upon the occurrence of a material breach, if this breach has not been cured by the Affiliate within three (3) days of Affiliate's receipt of notice of the breach. Notices of material breach must contain sufficient detail for the party against whom the assertion of material breach is directed to identify the breach and attempt to take corrective action.
OVTLYR reserves all right, title and interest in, and to, the OVTLYR Technology, including the Platform, brand, image, logo, and creative assets of all kinds. This reservation of rights includes, but is not limited to, any derivative uses, improvements or enhancements to the Platform, and also includes any trademark or copyright interest in the Platform.
We each warrant to the other that: (i) we have the power, authority and legal right to enter into these TOS; and (ii) we have the power, authority and legal right to perform our obligations under these TOS and all incorporated provisions.
You agree not to use the Platform in any way or for any purpose that would violate or have the effect of violating, any applicable laws, rules or regulations or any third-party rights, including, without limitation, any law or regulations governing public securities, markets and trading.
We make no implied warranties or representations with respect to the affiliate program or any services sold via OVTLYR. neither parties will be liable for any consequences of any interruptions of errors.
XI. THE AFFILIATE PROGRAM AND PLATFORM ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, OVTLYR HAS NOT, AND DOES NOT, MAKE ANY WARRANTIES WHETHER EXPRESS OR IMPLIED. THIS DISCLAIMER INCLUDES, BUT IS NOT LIMITED TO, THE WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, ACHIEVEMENT OF PARTICULAR RESULTS, OR WARRANTIES OF MERCHANTABILITY AND TITLE. NO WARRANTIES ARE CREATED BY ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. OVTLYR DOES NOT WARRANT THAT THE SERVICE WILL BE SUITABLE FOR YOUR NEEDS, UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. OVTLYR CANNOT AND DOES NOT GUARANTEE THAT THE SERVICE WILL WORK ON ALL WEBSITES, AS SOME WEBSITES MAY NOT BE COMPATIBLE WITH THE OVTLYR SERVICE. OVTLYR IS NOT RESPONSIBLE FOR ISSUES RELATED TO BROWSER COMPATIBILITY. OVTLYR IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO, OR FROM, YOU VIA THE SERVICE PROVIDED BY US. OVTLYR SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING SERVICES PROVIDED BY THIRD PARTIES, REGARDLESS OF WHETHER THOSE SERVICES APPEAR TO BE PROVIDED BY OVTLYR. NO WARRANTIES MADE BY THESE THIRD-PARTY ENTITIES TO OVTLYR SHALL BE PASSED THROUGH TO YOU, NOR SHALL YOU CLAIM TO BE A THIRD-PARTY BENEFICIARY OF SUCH WARRANTIES.
No waiver of rights under these TOS, or any OVTLYR policy, or agreement between you and OVTLYR, shall constitute a subsequent waiver of this or any other right under these TOS.
These TOS may be assigned by OVTLYR. They may not be assigned by you without OVTLYR’s prior written consent. These TOS shall bind and inure to the benefit of the corporate successors and permitted assigns of the parties.
In the event that any portion or provision of these TOS become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, the parties agree that the provision will be deemed modified to the least extent necessary to make it enforceable, and all other provisions of this Agreement will remain unaffected.
These TOS does not create any agency, partnership, joint venture, or franchise relationship. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.
OVTLYR will not be liable for incidental, special, indirect, or consequential damages, or any loss of revenue, profit, or data arising in connection with this agreement. The total loss of either parties will not exceed the total commissions paid or payable to you under this agreement in the preceding months (1 months) IN NO EVENT WILL OVTLYR’S LIABILITY HEREUNDER EXCEED THE AGGREGATE COMMISSIONS PAID BY OVTLYR TO YOU FOR THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. FOR THE PURPOSES OF THIS PARAGRAPH ONLY, THE TERM OVTLYR SHALL BE INTERPRETED TO INCLUDE OVTLYR’S EMPLOYEES, AGENTS, OWNERS, DIRECTORS, OFFICERS, AFFILIATES, AND THIRD PARTIES PROVIDING SERVICES TO YOU THROUGH OVTLYR.
You agree to indemnify and hold harmless OVTLYR Inc. and its subsidiaries, affiliates, directors, officers, employees against any and all claims, losses, demands, damages, expenses, settlements of any kind for any reason without limitation that may arise out of your use of the OVTLYR affiliate program or OVTLYR service.
Refer to Section XIV. Of our general Terms of Use https://ovtlyr.com/terms-of-use
Notices will be sent to you at the address you provide to us. It is your obligation to ensure that we have the most current address for you in our records. Please refer to our website, www.OVTLYR.com, for contact information for most issues, including technical support and billing. Notices regarding these TOS and other OVTLYR policies should be directed via postal mail ONLY to the following address:
OVTLYR Inc.5830 Granite Pkwy, Suite 100Plano, Texas 75024
Neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including, without limitation, acts of God, earthquake, labor disputes, shortages of supplies, riots, war, fire, epidemics, failures of telecommunication carriers, delays of common carriers, or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay. The party affected by such an occurrence shall notify the other party as soon as possible, but in no event more than ten days from the beginning of the event.
