Affiliate Agreement

DEFINITIONS

1. TERM

The initial term of this Agreement shall be a period of one (1) year from the Effective Date. Thereafter, the Agreement shall automatically renew for subsequent one (1) year terms.  At any time, either party may terminate this agreement, with or without cause, upon thirty (30) days prior written notice. Exhedra reserves the right to immediately terminate any Affiliate who commits fraud, slander, a denial-of-service attack, violates any agreements with Exhedra, or commits any other action which it deems inappropriate. Neither party has made any commitments regarding the duration or renewal of this Agreement beyond those stated herein.
 

2. Acceptance

All applicants who apply for the affiliate program warrant that the following terms are met by their Affiliate Website. 

Affiliate Website may not promote (in any way) sexually explicit material, discrimination (whether based on race, age, gender, origin, sexual orientation, disability, religion or other means), violence, illegal activities, violation of intellectual property rights, defame the site or Exhedra, offer services that compete with the site, mislead or confuse customers about Affiliate's relationship with the site or the site's content, or that promote the violation of any Exhedra agreement.

Additionally, Exhedra may disqualify sites that do not meet its editorial standards or that are deemed (at our sole discretion) unsuitable for the affiliate program.

Affiliate agrees not to promote their website, Exhedra's website and/or the affiliate's link to the site by means of unsolicited email (or any communication that violates the United States CAN-SPAM act), unsolicited chat messages, unsolicited IM messages and/or any means that violates the terms of service of any provider.
 

3. Referring users

Affiliate can refer users via any of the affiliate links generated in the 'affiliate links' section of the site.  Affiliate warrants that they will not modify the code in any way.  Should the affiliate modify the code, Exhedra will not be liable in any way (for example for 'missed' affiliate credits), and if Exhedra determines the modification was malicious, the affiliate may be guilty of "fraud".
 

4. Exhedra's Responsibilities

Per the description of "Credited Transactions" below, Exhedra is responsible for placing the cookie on the machine of users who come in through the Affiliate's links.   Additionally, Exhedra is responsible for tracking these users as they make their way through the site system.  Affiliate can view the progress of their referred users via the Exhedra site.
 

5. Credited Transactions

Affiliate will be assigned a "unique affiliate identifier" and will be credited when a user they refer (a referral) meets the following criteria:

• Initial referral: The referral was referred by the affiliate using a valid affiliate link containing the proper "unique affiliate identifier".  To be valid, the referral must be:
  • A completely new user to the site (i.e. has not registered previously on the site with another account). This also means that affiliates cannot refer themselves.
  • Completely separate from any existing site users. Examples of invalid referrals:
    • Belong to the same family or household.
    • Belong to the same business.
    • Receive mail at the same address.
    • Pay using the same credit card or Paypal address.
    • Receive payments to the same bank, PayPal account, snail mail check address, Payoneer account, etc.
• Tracking cookie: The user receives a cookie that allows them to be tracked.  Please note that a tiny minority of Internet users choose to turn off or not accept cookies.  When this happens, the user not only cannot use the vWorker.com site (which requires cookies to login), but is also un-traceable by the affiliate system and the affiliate will not receive credit.  Affiliate is advised to encourage referred users to activate their cookies before clicking on their referral link, to guarantee proper tracing.
   
• Generates revenue: The affiliate will be credited when the valid referral is involved in generating revenue in one of two ways:
  1. The referral is an employer who posts a project, accepts a bid, escrows funds and then accepts work as complete on it.
  2. The referral is a worker who posts a bid, has it accepted by the employer and then has their work accepted as complete.
  
  When work is accepted as complete, the affiliate is credited.  Ocassionally, an employer chooses to accept the final work in percentages, rather than in one lump sum. If they do, then the affiliate is credited in percentages as well. Should the project ultimately only go to partial completion (example: an arbitration determines that some or all of the escrowed funds should return to the employer), the affiliate will be credited based on that percentage of partial completion that did actually occur.
  
  Affiliate receives such credit for each and every project that the employer / worker is involved in for their customer life-time (called life-time residuals). Note that "life-time" refers to the life-time customer and not to the life-time of the affiliate.
  
• Invalid referral check: Upon receipt of the potential new referral (and afterward for as long as it deems necessary), Exhedra will perform checks on the potential referral (both automated and manually with humans). The checks will be done to determine if the referral is not in fact a valid referral. They will involve (but not be limited to):
  • Simple checks such as IP, and ThreatMetrix's true-IP (tm) (which detects the true IP behind a proxy).
  • Medium complexity checks, such as automated anti-fraud analysis of the two accounts, which looks at things like transmission speeds of the allegedly different accounts, and device profiling etc.
  • Complex checks such as behavioral analysis over numerous items between the two accounts.
  
  If Exhedra (in it's sole determination and at any time) determines that a referral is invalid, it will not be credited. Further, if Exhedra determines that a pattern of invalid credits is occuring, or that it was done with the intent of deliberately maipulating the affiliate system, then they may rule both the referral and the affiliate account as guilty of "fraud". If deemed guilty of "fraud", the affiliate will immediately lose their affiliate status, and accounts will forfeit all past, present and future earnings and deposits in all of their vWorker accounts (including non-affiliate accounts). Additionally, an affiliate may have any or all of the above mentioned penalties assessed for other types of fraud. See "fraud" and "default" in this contract for further details.

5b. Sub-accounts

All parties on the site have the ability to grant access to some or all of their account to other accounts on the site, via the sub-account feature of the site. When a party chooses to do this, they give the other account(s) permission to login and perform certain functions on their account. Affiliate agrees that anyone with access to the sub-accounts they have granted access to, can and are legally acting in their stead for the functions granted. They further agree that as the master account owner, they are ultimately responsible for any actions performed on their account by accounts with sub-account access.
 

6. Fraud

Exhedra reserves the right to enforce strict penalties on any account it suspects of fraud.  Fraud can be (but is not limited to) the following. Please note that all determinations are made solely by Exhedra and its discretion:

Exhedra uses sophisticated anti-fraud software techniques including proxy-busting, behavioral analysis, data-stream speed analysis, and more. Affiliates found guilty of "fraud" will be subject to strict penalties, as detailed under "default".
 

7. Affiliate Credits

Affiliates are credited a share of the revenues generated by the users they refer. For

• An employer: 20% of revenues from accepted work.
• A worker: 5% of revenues from accepted work.
• Both: 25% of revenues from accepted work.

8. Super Affiliates / Ultra Affiliates

Once an Affiliate has earned over 1,000 in affiliate fees, they are eligible to apply for the super affiliate program. And after the affiliate has earned over 10,000 in affiliate fees, they are eligible to apply for the ultra affiliate program. If they do so and qualify (as described in more detail below), they will earn an increased payout as follows:

9. Grandfathering

The first version of the affiliate program (version 1) was introduced earlier in the site's history (approximately 2002). The second version (version 2) was released on Apr 18, 2011 12:00:00 AM. Version 2 introduced more generous and long-term recurring payments, as well as credits for worker revenue in addition to employer revenue (while version 1 paid only for employer revenue).

All new referrals sent by affiliate after the version 2 release date fall under the more generous version 2 rules and payment structure. All referrals sent before this fall under version 1 rules. If a project has been paid out to an affiliate partially under the version 1 rules, it will continue to pay under the version 1 rules only.

10. Payment

Affiliates are paid via the same system as Workers.  If an Affiliate is also a worker, their payments will be more conveniently lumped into a single payment.  Affiliate and Exhedra agrees to all the rules of payments as described in the "Payments" section of the Worker agreement. (Affiliate agrees to assume the role of "Worker" in that section, and Exhedra agrees to assume the role of "Exhedra" in that section).
 

11. Returns, Chargebacks and Cancellations

Should a project that the Affiliate is paid a referral fee on, become later properly canceled, returned or is charged back, repudiated, or rejected by the employer or worker, then the credit will be deducted from the Affiliate's account.  (Note that the time span for this to occur will be limited to Exhedra's span of liability--which is 6 months after the funds are initially escrowed. After this period expires, the Affiliate will no longer be liable should a return, chargeback or cancellation occur.) Should Exhedra determine that this is an intentional action initiated by or done in collaboration with the Affiliate, it (at its sole discretion) may determine that the affiliate is guilty of "fraud" and impose the penalties described under "default".

If already paid to the affiliate, this deduction will be taken from the Affiliates next payment.  If there is no 'next payment' then a bill will be sent to the affiliate who is liable to pay for it within 15 business days of receipt.  Affiliates who refuse to pay will be prosecuted to the fullest extent of the law and will be considered in default of this agreement.
 

12. Future changes

The affiliate program currently has a number of features (including life-time residuals and certain affiliate credit percentages). However due to either changing conditions beyond Exhedra's control (for example, if fraud becomes rampant, and is too difficult to control), or the necessity to change policy, Exhedra reserves the right to change any and all of these as it deems necessary.

However, if Exhedra does this, it will also notify affiliates a minimum of 30 days in advance. Notification will occur in a public place (such as the company blog or in a broadcast message on the site), or via direct contact with affiliates such as email (if they have allowed us to) or via other means.