This AudioGo Agency Program Addendum ("Addendum") is entered into by and between the Company participating in the AudioGo Agency Program ("Participant" or "You") and AdsWizz Inc. ("AdsWizz"). This Addendum is an addendum to the AudioGo Terms and Conditions that are in effect between AdsWizz and Participant located online at https://www.audiogo.com/terms-and-conditions (the "AudioGo Terms"), which are hereby incorporated herein by reference. In the event of a conflict between this Addendum and the AudioGo Terms, this Addendum shall control. Any capitalized terms used, but not defined in this Addendum shall have the meanings given to them in the AudioGo Terms.
1. AudioGo Agency Program
The "AudioGo Agency Program" means an AdsWizz program providing certain incentives, referral payments, and other benefits to select Participants in AdsWizz's sole discretion. The AudioGo Agency Program may include CPM discounts, one-time referral payments, and other promotional offers, as provided by AdsWizz in AdsWizz’s sole discretion.
2. Program Eligibility
Eligibility for the AudioGo Agency Program and associated benefits is determined in AdsWizz's sole discretion. AdsWizz reserves the right to modify eligibility criteria or withdraw or suspend Participant's eligibility at any time, for any reason.
3. Incentives
3.1 At its sole discretion, AdsWizz may provide select Participants with incentives, which may include preferred pricing, referral fees, or other promotional offers.
3.2 AdsWizz retains exclusive discretion to set the terms of any incentives, including the nature of the incentive, the duration for which it will be active, and any conditions or thresholds that must be met for a Participant to qualify. Incentives are designed to apply on a forward-going basis from the point at which any specified conditions have been met and will continue for a period to be determined by AdsWizz in its sole discretion.
4. Referral Program
4.1 Participants can refer third parties to AudioGo using unique referral URLs provided by AdsWizz. If the referred third party runs a paid campaign through AudioGo, then the referring Participant may be eligible for a one-time referral payment, at AdsWizz's sole discretion. Participant represents and warrants that any customer data provided to AdsWizz for tracking referrals has been collected and shared in compliance with applicable data privacy rules, laws, regulations and the AudioGo Terms.
4.2 The referral payment amount and terms are determined by AdsWizz and may vary per Participant in AdsWizz’s sole discretion. AdsWizz will track referrals and determine payment eligibility based on AdsWizz’s internal reporting. Referral payments will only be made after the referred third party has paid for their initial AudioGo campaign. Participant is solely responsible for any taxes, withholdings or other governmental charges associated with referral payments, and will indemnify AdsWizz against any tax claims arising from such payments.
5. Promotional Offers
AdsWizz may, at its discretion, provide Participants with promotional offers in connection with the AudioGo Agency Program. Terms of promotional offers will be specified by AdsWizz and may vary per Participant.
6. Miscellaneous
6.1 AdsWizz reserves the right to modify or terminate the AudioGo Agency Program or any associated incentives, referral payments or benefits at any time without notice.
6.2 Participant's participation in the AudioGo Agency Program is subject to its compliance with this Addendum, the AudioGo Terms, and any applicable AudioGo policies. AdsWizz may terminate or suspend Participant's involvement in the program at its discretion. Participant will indemnify and hold AdsWizz harmless from any third-party claims or losses arising from Participant's involvement in the AudioGo Agency Program or misuse of referral URLs.
6.3 Either party may terminate this Addendum at any time by providing written notice to the other party (email is sufficient). Upon termination, AdsWizz shall pay Participant any referral fees properly accrued prior to the termination date. Sections 6.3, 7, 8, 9 and 10 shall survive termination.
7. Confidentiality
The terms of any individualized incentives, preferred pricing, or referral payments provided to Participant under the AudioGo Agency Program are Confidential Information according to the AudioGo Terms and shall not be disclosed by Participant to any third party without AdsWizz's prior written consent.
8. Fraud Prevention
Participant shall not engage in any fraudulent activity in connection with the AudioGo Agency Program, including but not limited to using fake referrals or providing misleading information to AdsWizz. AdsWizz reserves the right to withhold or recover any payments made to Participant if fraud is suspected, pending an investigation.
9. Intellectual Property
Participant may not use AudioGo branding and trademarks in connection with referrals, unless AdsWizz has provided previous written consent. Participant acknowledges and agrees that Participant does not acquire any right, title or interest in such intellectual property and that all usage inures to AdsWizz's benefit.
10. Disclaimers
AdsWizz does not guarantee any specific results or returns for Participant in connection with the AudioGo Agency Program. Participant acknowledges that Participant’s success depends on many factors outside AdsWizz's control.
By participating in the AudioGo Agency Program or clicking on the “Accept” button, Participant agrees to the terms of this Addendum.
