Our affiliate program is powered by UpPromote, and you will be bound by their terms of service, as well as our program terms and conditions in this agreement.

Introduction

The following document (referred to as "affiliate program agreement", "terms", or "terms and conditions") applies to our affiliate program and affiliate portal (collectively, referred to as "affiliate program", "services", or "program"); which are provided to you by Paxxi, (referred to herein as "Paxxi", "paxxi.com", "we" or "us").

Acceptance

Paxxi is a privately owned U.S. entity, legally doing business in the State of Florida. The terms and conditions herein constitute a legally binding agreement between you and Paxxi. This agreement puts across your rights and responsibilities when you use our affiliate program, so please read it carefully. By using our affiliate program, you agree to the terms and conditions described herein, in addition to our privacy policy. If you don't agree, then you may not use our affiliate program.

Registration

To use the program, you must provide Paxxi with truthful, accurate, and complete registration information, including information concerning all affiliate advertising mediums you intend to use. If any such information changes, you must immediately contact Paxxi to update your registration information. We may ask for more information after the initial registration process, and it is the affiliate's responsibility to provide such information in a timely manner, not exceeding one week from the time of the request.

Multiple Accounts

Affiliates may not create multiple accounts on the platform. For example, an affiliate may not purchase products on behalf of others using more than one account on the platform. Leveraging multiple accounts may result in the suspension of any and all accounts used by the affiliate, in addition to forfeiting any earnings.

Valid Information

Affiliate agrees to maintain and provide Paxxi with valid information about the affiliate and the affiliate's promotional methods, including account and contact information, affiliate mediums to be used, and URLs used by the affiliate. Paxxi has the right to confirm and check the truth and accuracy of any registration information at any time. Please note that the verification of your registration information, specifically your name, address, and tax identification number, against third-party database(s), may be considered under certain laws to constitute a "credit check," and you hereby consent to any such verification process. Participation in the services does not depend on your creditworthiness or financial stability. If any registration information is determined by Paxxi to be missing, misleading, inaccurate, or untruthful, or in any way negatively impacts Paxxi, Paxxi may (i) suspend or terminate your account and your access and use of the services, platform, and site; (ii) revise the terms of any agreement (for example, to disable and deny payment in connection with certain affiliate mediums or URLs); and (iii) claw back any benefits derived from your participation in any program, including the withholding or forfeiture (in whole or in part) of any affiliate earnings.

Promotional Method Restrictions

• Intellectual Property Rights: Affiliate represents and warrants that its promotional activities will not infringe on Paxxi’s or its partners’ intellectual property rights, including but not limited to copyright and trademark rights.
• Restricted Names: Affiliate shall not use the Paxxi name, or any variation thereof (the “restricted names”), in any manner not expressly authorized by this agreement. To be clear, affiliates may not purchase domain names that have the restricted names, variations thereof, or misspellings in them; affiliates may not use the restricted names, or any variation thereof, in hidden text or source code; affiliates may not use the restricted names, or any variation thereof, in their domain or sub-domain; affiliates may not purchase any keywords on search sites related to the restricted names or any variation thereof. Affiliates may not engage in any paid advertising that prominently displays the restricted names, trademarks, brands, or brand elements of Paxxi or its partners and vendors.
• Search Engine Optimization: Affiliates shall not compete with, or otherwise interfere with, any search engine marketing efforts of Paxxi or its partners. Affiliates may not engineer their site in such a manner that pulls internet traffic away from Paxxi.com or a partner's websites; affiliates may not engineer their site in such a manner that would be considered "keyword stuffing," such as using terms in hidden or live text that is meant to attract search engine spiders to determine higher relevancy to Paxxi.com or a partner's websites.
• Paid Search: Affiliates shall not compete with, or otherwise interfere with, any paid search marketing efforts of Paxxi or its partners. Affiliates shall not (a) bid on any match variation of the brand name keyword "Paxxi" or any brand name of any existing or past Paxxi partner or vendor (whose products are or were listed on Paxxi.com) for any search engine ads; (b) use paid search ad copy purporting to come from Paxxi or in any way misleading users as to the promotion of Paxxi products; (c) target ads to audiences comprising current or past Paxxi customers, including those customers that (i) are members of Paxxi’s social groups or pages on platforms such as Facebook, Instagram, Twitter, TikTok, Pinterest, YouTube, Reddit, Quora, and LinkedIn or (ii) have joined Paxxi’s email lists; or (d) target ads to audiences that are not in line with Paxxi’s intended audiences.
• Email Marketing: Affiliate shall not use cold emailing or spamming for any marketing campaigns associated with an advertiser program unless user consent was given pursuant to applicable privacy laws such as CAN-SPAM.
• Creatives: Affiliate shall not alter, modify, or change the creative content, links, or code used to create the advertisements, text links, banner ads, or coupons ("creative"), or any creative-related feature, without Paxxi’s prior express written consent. Except in connection with its operation of affiliate mediums, affiliates shall not disclose creatives to third parties.
• Tags: Site integration tags and tracking pixels ("tags") included in the creative or otherwise incorporated may not be altered under any circumstances.

Legal Compliance

Affiliate agrees to comply with all laws and regulations and will not engage in spamming, unlawful mass emailing, or any unapproved emailing or in any way fail to comply with the CAN-SPAM Act of 2003, 15 U.S.C. 7701, et seq., as amended, or any comparable laws (including, but not limited to, the California version of CAN-SPAM), rules, or regulations in any country from or to which affiliates are accessing the site, platform, or services or participating in any program. Affiliates agree to operate their affiliate mediums and publish creative content in compliance with the Federal Trade Commission’s (FTC) guidance, including the FTC guides concerning the use of endorsements and testimonials in advertising, and the FTC’s enforcement policy statement concerning deceptively formatted advertisements and native advertising guides for businesses.

Privacy Policies and Contact Information

You will ensure that any and all websites used in connection with your participation in any affiliate programs feature an easy-to-understand privacy policy, linked, at a minimum, conspicuously from such website's homepage, with a link that contains the word "Privacy," "Legal," "Terms," or similar language. Such privacy policy shall, in addition to the disclosures about your privacy practices, identify the collection, disclosure, and use of any information related to an end user that you provide or may provide to Paxxi or other websites or persons. Such a privacy policy shall also provide information on your use of tracking technologies, such as cookies, including tracking technologies enabled by Paxxi at your request or on your behalf. The website must also include contact information, such as a physical address, phone number, email address, or contact form.

Standards

Affiliate represents and warrants that all promotional means utilized (including, but not limited to, communications sent or posted via the affiliate mediums) do not promote, advocate, or facilitate any illegal or unethical activity.

Personally Identifiable Information of Visitors

Affiliate represents and warrants that affiliate will not enable any tracking code to collect personally identifiable information (including, but not limited to, email addresses) of customers or potential customers that would allow for the identification of such customers or potential customers.

Relevant Audience

Affiliates should have a platform or audience that aligns with Paxxi’s target market, such as home decor, lighting, or interior design.

Content Quality

Affiliates must create high-quality, authentic content that accurately reflects Paxxi’s products and brand values.

Compliance with Guidelines

Affiliates must follow Paxxi's brand guidelines, including the correct usage of logos, product descriptions, and promotional materials.

Prohibited Activity

Fraudulent orders and unethical practices, such as cookie stuffing, false advertising, or misleading promotions, are strictly prohibited.

Website/Platform Review

All affiliate platforms will be reviewed at any time to ensure they maintain professionalism, are not spammy, and contain no inappropriate content.

Geographical Restrictions

Affiliates may be restricted by region, depending on our target market or specific geographical campaigns.

Active Engagement

Affiliates are expected to actively promote Paxxi products with regular content updates, social media posts, or other forms of engagement.

Minimum Performance

There may be a minimum threshold for sales or engagement to maintain eligibility in the program.

Misrepresentations

You will not make representations that mislead customers into believing you are the Paxxi website or brand.

Limitation of Liabilities, Warranties, and Disclaimers

Paxxi will not be liable (whether in contract, warranty, tort (including, but not limited to, negligence), product liability, or other theory) to you or any other person or entity for cost of cover, lost profits, loss of business, data, or reputation, or for any indirect, incidental, special, consequential, punitive, or exemplary damages arising out of this agreement.

Paxxi’s aggregate liability arising under or with respect to this agreement will in no event exceed fifty percent (50%) of the total fees paid or accrued by you from Paxxi through UpPromote during the three (3) months prior to the event giving rise to such liability.

The site, platform, and service are provided on an "as is" and "as available" basis, and all warranties, express and implied, are disclaimed (including, without limitation, the disclaimer of any warranties of merchantability, non-infringement of intellectual property, and/or fitness for a particular purpose). The site, platform, and service may contain bugs, errors, problems, or other limitations. Paxxi has no liability whatsoever to the affiliate or any third party for the affiliate's use of, or inability to use, the site, platform, or service. Paxxi disclaims any and all warranties, express and implied, that the affiliate's use of the same will be uninterrupted or error-free or that any of the advertiser programs will be available to the affiliate. Paxxi shall not be responsible for the failure or other acts or omissions of any partner.

Indemnification

Affiliate shall indemnify, defend, and hold harmless Paxxi and its respective parents, subsidiaries, and affiliates, and each of their respective directors, officers, employees, agents, successors, and assigns, against any third-party claim, suit, action, judgment, allegations, or lawsuits ("claims"), for any damages, fines, penalties, deficiencies, losses, liabilities, obligations, costs, and expenses (including without limitation reasonable attorneys' fees, costs related to in-house counsel time, court costs, and witness fees) (collectively "losses") or any threatened losses arising from or in connection with (i) Affiliate's breach of this Agreement; (ii) Affiliate’s intentional acts or omissions; or (iii) claims of product liability.

Should any claim give rise to affiliate's duty of indemnification under this agreement, Paxxi shall notify the affiliate, and Paxxi shall have the right to assume control of the defense of any such claim; provided that the affiliate shall reimburse Paxxi for all costs of the defense. If Paxxi assumes the defense, the affiliate shall participate in (at the affiliate's own expense), but not control, the defense of such a claim. Participation in the defense shall not waive or reduce the affiliate's obligations to indemnify or hold Paxxi harmless. If the affiliate is permitted to control the defense, Paxxi may participate in the defense. In no event shall the affiliate settle any claim without the express written consent of Paxxi.

Non-Compete / Non-Solicitation of Partners

Affiliate agrees that at no time during the term of this agreement and for one (1) year immediately following the termination of this agreement will the affiliate, for itself or on behalf of any other person or business enterprise, engage in any business activity that competes directly with Paxxi. This prohibition also extends to engaging in a directly competitive business activity whether as an employee, employer, owner, operator, manager, advisor, consultant, contractor, agent, partner, director, stockholder, officer, volunteer, intern, or any other similar capacity to an entity engaged in the same or similar business.

Severability, Waiver, Remedies Cumulative

Any provisions of the agreement determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction without rendering invalid or unenforceable the remaining provisions of this agreement or affecting the validity or enforceability of such provisions in any other jurisdiction. A party's waiver of any term or condition of this agreement shall not be deemed a continuing waiver. The rights set forth in this agreement are cumulative and in addition to those otherwise provided by law and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

Assignment

Neither party shall assign or transfer this agreement, in whole or in part, without the prior written consent of the other party, and any such assignment without consent shall be void, provided that Paxxi may, without notice to the other party, assign or transfer this agreement in its entirety only to an affiliate or wholly-owned subsidiary capable of performing its obligations hereunder or to an entity acquiring all or substantially all of its operating assets.

Jurisdiction and Venue

The agreement shall be construed, governed, and enforced under and in accordance with the internal laws of the state of Florida. Any and all disputes or controversies, whether of law or fact, of any nature whatsoever arising from or with respect to this agreement shall be decided by arbitration by the American Arbitration Association ("arbitrator"), in accordance with the rules and regulations of that arbitrator. Arbitration shall take place in Broward County, Florida.

Force Majeure

Paxxi shall not be liable to the affiliate by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, internet, or network failure or interruption, results of computer hacking, acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, or any other cause beyond the reasonable control of Paxxi.

Relationship of the Parties

The parties are acting and shall act as independent contractors, and neither party is, nor will be deemed to be, an agent, legal representative, joint venture, or partner of the other party for any purpose.

Entire Agreement and Conflicting Terms

This agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous negotiations, representations, agreements, or understandings with respect thereto, whether written or oral. In the event the terms of this agreement conflict with the terms of any agreement between you and a third-party, the terms of this agreement shall govern.

Electronic Signatures

You acknowledge and agree that by clicking through acceptance of this agreement, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed through the platform. Further, you hereby waive any rights or requirements under any applicable statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

Survival

The representations, warranties, and those obligations that by their terms and context show the parties intended them to survive the termination of this agreement for any reason, including provisions governing confidentiality, ownership, indemnification, and liability, shall survive the expiration or earlier termination of this agreement.

Support

Support for the affiliate program is available by contacting Paxxi customer support.

Changes

Paxxi reserves the right to make changes to the site, product, service, platform, and this agreement at any time. A revised version of the agreement shall become effective 30 days after being posted on the site. Following such a 30-day period, your continued use of the site, platform, or service after any such revision shall constitute your consent to such revision.

Last Updated: September 6, 2024