Affiliate Terms and Conditions
This MoMoProxy Affiliate Agreement (the "Agreement") is made and entered into by and between MoMoProxy ("MoMoProxy" or "we"), and you, ("you" or "Partner") the party submitting an application to become an MoMoProxy partner. The terms and conditions contained in this Agreement apply to your participation with momoproxy.com ("Partner Program") and the establishment of links from you to our website MoMoProxy.com or other websites owned by us.
MoMoProxy may amend this Agreement from time to time as it deems necessary. If MoMoProxy changes this Agreement, it shall post an amended version on the website and may send a relevant notice to you in case any material changes to the Agreement are made. In case of any changes to the Agreement, your continued participation in the Partner Program shall confirm your acceptance of such changes.
You must submit an Partner Program application from our website. You must accurately complete the application to become a Partner (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Partner Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.
Subject to our acceptance of you as a partner and your continued compliance with the terms and conditions of this Agreement, MoMoProxy agrees as follows:
We will make available to you via the Partner Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which you may display on web sites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). The Links will serve to identify you as a member of our Partner Program and will establish a link from your Media to the Program Web Site.
We will pay Partner for each Qualified Action (the "Commission"). A "Qualified Action" means an individual person who (i) accesses the Program Web Site via the Link, where the Link is the last link to the Program Web Site, (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by MoMoProxy and (v) is not later determined by MoMoProxy to be fraudulent, incomplete, unqualified or a duplicate.
We will pay you any Commissions earned monthly, provided that your account is currently greater than $0. Accounts with a balance of less than $0 will roll over to the next month, and will continue to roll over monthly until $0 is reached. We reserve the right to charge back to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
Payment for Commissions is dependent upon Clients providing such funds to MoMoProxy, and therefore, you agree that MoMoProxy shall only be liable to you for Commissions to the extent that MoMoProxy has received such funds from the Clients. You hereby release MoMoProxy from any claim for Commissions if MoMoProxy has not received such funds from the Clients.
MoMoProxy shall automatically generate an invoice on behalf of Partner for all Commissions payable under this Agreement and shall remit payment to Partner based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by MoMoProxy in its sole discretion. In the event that Partner disputes in good faith any portion of an invoice, Partner must submit that dispute to MoMoProxy in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Partner does not dispute the invoice as set forth herein, then Partner agrees that it irrevocably waives any claims based upon that invoice. In the event that Partner is also tracking Qualified Actions and Partner claims a discrepancy, Partner must provide MoMoProxy with Partner's reports within three (3) days after 30th day of the calendar month, and if MoMoProxy's and Partner's reported statistics vary by more than 10% and MoMoProxy reasonably determines that Partner has used generally accepted industry methods to track Qualified Actions, then MoMoProxy and Partner agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then MoMoProxy's numbers shall govern.
If Partner has an outstanding balance due to MoMoProxy under this Agreement or any other agreement between the Partner and MoMoProxy, whether or not related to the Partner Program, Partner agrees that MoMoProxy may offset any such amounts due to MoMoProxy from amounts payable to Partner under this Agreement.
Partner also agrees to:
Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
Ensure that all materials posted on your Media or otherwise used in connection with the Partner Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party (iii) do not falsely advertise MoMoProxy in any way, and (iv) do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that MoMoProxy informs you that it considers objectionable or that should otherwise be reasonably considered as objectionable (collectively, "Objectionable Content").
Not make any representations, warranties or other statements concerning MoMoProxy or Client or any of their respective products or services, except as expressly authorized herein.
Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by MoMoProxy or Clients or a part of the Program Web Site, without prior written permission from us.
Comply with all (i) obligations, requirements and restrictions under this Agreement and (ii) laws, rules and regulations as they relate to your business, your Media or your use of the Links.
Comply with the terms, conditions, guidelines and policies of any third party services used by Partner in connection with the Partner Program, including but not limited to, email providers, social networking services and ad networks.
Always prominently post and make available to end-users, including prior to the collection of any personally identifiable information, a privacy policy in compliance with all applicable laws that clearly and thoroughly discloses all information collection, use and sharing practices, including providing for the collection of such personally identifiable information in connection with the Partner Program and the provision of such personally identifiable information to MoMoProxy and Clients for use as intended by MoMoProxy and Clients.
Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by MoMoProxy or Client, or as required by applicable laws regarding such Offers.
Make sure to not place MoMoProxy ads on any online auction platform (i.e. eBay, Amazon, etc).
Not offer any discounts or coupons codes for MoMoProxy services, unless explicitly permitted to do so by MoMoProxy.
Not advertise MoMoProxy via any Pay-Per-Click advertisement systems, unless explicitly permitted to do so by MoMoProxy.
Not bid on "MoMoProxy" keyword for any Pay-Per-Click advertisement systems (e.g. Google Ads), including any misspellings, capitalizations or the "MoMoProxy" keyword combined with any other text.
The following additional program-specific terms shall apply to any promotional programs set forth below:
For all email campaigns, Partner must download the "Suppression List" from the Offers section of MoMoProxy. Partner shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. MoMoProxy will provide an opt-out method in all Links, however, if any opt-out requests come directly to Partner, Partner shall immediately forward them to MoMoProxy at [email protected]. Partner's emails containing the Links may not include any content other than the Links, except as required by applicable law.
Partner agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Partner Program, possible legal action and any other rights or remedies available to MoMoProxy pursuant to this Agreement or otherwise. Partner further agrees that it will not mail or market to any suppression files generated through the MoMoProxy network, and that doing so may result in Commission withholdings, removal or suspension from the Partner Program, possible legal action and any other rights or remedies available to MoMoProxy pursuant to this Agreement or otherwise.
No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by MoMoProxy in writing. Any pop-ups/unders used for the Partner Program shall be clearly identified as Partner served in the title bar of the window and any client-side ad serving software used by Partner shall only have been installed on an end-user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-english end user license agreement and the software be easily removed according to generally accepted methods.
For all Partner's that maintain their own Partner networks, Partner agrees to place the Links in its Partner network (the "Network") for access and use by those Partners in Partner's Network (each a "Third Party Partner"). Partner agrees that it will expressly forbid any Third Party Partner to modify the Links in any way. Partner agrees to maintain its Network according to the highest industry standards. Partner shall not permit any party to be a Third Party Partner whose web site or business model involves content containing Objectionable Content. All Third Party Partners must be in good standing with Partner. Partner must require and confirm that all Third Party Partners affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Partner shall promptly terminate any Third Party Partner who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Partner with respect to the Links, Partner shall promptly disclose to MoMoProxy the identity and contact information for such Third Party Partner. Partner shall promptly remove any Third Party Partner from the Partner Program and terminate their access to future Offers of MoMoProxy in the Network upon written notice from MoMoProxy. Unless MoMoProxy has been provided with all truthful and complete contact information for a Third Party Partner and such Third Party Partner has affirmatively accepted this Agreement as recorded by MoMoProxy, Partner shall remain liable for all acts or omissions of any Third Party Partner.
Except as otherwise provided in this Agreement or with the consent of MoMoProxy, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our partners provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Partner Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Partner shall not use any information obtained from the Partner Program to develop, enhance or operate a service that competes with the Partner Program, or assist another party to do the same.
During the term of this Agreement, MoMoProxy hereby grants to an Affiliate a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use the licensed MoMoProxy trademarks, logos, trade names, service marks, service names, copyrighted material (products and services descriptions, headlines from our website, blog articles, social media content, video material, product icons (in relation of promoting MoMoProxy products only), screenshots of our webpage ("Intellectual Property assets") on its' marketing, advertising or other content ("Media") solely as necessary to perform obligations under this Agreement.
Affiliate acknowledges and agrees: (a) to use MoMoProxy Intellectual Property assets only as permitted under this Agreement; (b) to use the MoMoProxy Intellectual Property assets in a lawful manner and in compliance with all format(s), guidelines and other requirements prescribed by MoMoProxy in writing, including but not limited to the "MoMoProxy Intellectual Property Usage Guidelines"; (c) to use MoMoProxy Intellectual Property assets in its' Media only for the purpose of marketing, promoting MoMoProxy products and services and identifying itself as a participant of the Affiliate Program during the term of this Agreement, or until MoMoProxy may instruct an Affiliate to cease using the MoMoProxy Intellectual Property assets.
Affiliate agrees not to: (a) remove or distort any element, modify, amend, alter, adapt or translate any of MoMoProxy Intellectual Property assets without MoMoProxy prior written consent; (b) incorporate in part or in full any of MoMoProxy Intellectual Property assets (including the translations and transliterations), or any variations or misspellings thereof to Affiliates' company name, trademark, trade name, brand, shop sign, e-mail address, domain name or other; (c) imitate or use MoMoProxy Intellectual Property assets in a manner that might create confusion about the ownership of the MoMoProxy Intellectual Property assets or the source of the website; (d) take any action that would jeopardize or impair MoMoProxy rights as owner of the MoMoProxy Intellectual Property assets, the legality or enforceability of the MoMoProxy Intellectual Property assets, including challenging or opposing MoMoProxy ownership in the MoMoProxy Intellectual Property; (e) register or attempt to register any MoMoProxy trademarks or other names, logos, marks, symbols or other materials (including domain names or app names) that are derivatives of MoMoProxy trademark or are confusingly similar to it in any way (including but not limited to, sound, appearance and spelling); (f) use or display MoMoProxy Intellectual Property assets in or on merchandise or manufactured items of any kind without MoMoProxy prior written permission; (g) use the MoMoProxy Intellectual Property assets on or in connection with any product, service or activity that is in violation of any law, statute or government regulation.
If any infringement of any of our Intellectual Property Rights comes to Affiliates' attention, whether actual or threatened, an Affiliate agrees to let us know as soon as possible. Affiliate also agrees to notify us of any claim by anyone that our products infringe the rights of any other person, and, at our request and expense, do anything which may be reasonably required to assist us in relation to any such claim or generally to assist us in maintaining the validity and enforceability of our Intellectual Property Rights.
This Agreement shall commence on the date of our approval of your Partner Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Partner Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all MoMoProxy or Client intellectual property, and will cease representing yourself as a MoMoProxy or Client partner for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
In addition to any other rights and remedies available to us under this Agreement MoMoProxy reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) MoMoProxy determines that you have violated this Agreement, (ii) MoMoProxy receives any complaints about your participation in the Partner Program which MoMoProxy reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Partner Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, MoMoProxy reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other partners or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Partner Program. Such acts include, but are in no way limited to, using the Link for your own purchases, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. MoMoProxy shall make all determinations about fraudulent activity in its sole discretion.
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, MoMoProxy represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to MoMoProxy's own business operations or MoMoProxy's proprietary products or services.
MoMoProxy may modify or change the Agreement without any notice to the Partner. Partner holds sole responsibility to follow and ensure that the terms of this Agreement are acceptable.
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Partner Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Partner Program.
Partner hereby agrees to indemnify, defend and hold harmless MoMoProxy and Clients and their respective subsidiaries, partners, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Partner herein, (ii) any misuse by Partner, or by a party under the reasonable control of Partner or obtaining access through Partner, of the Links, Offers or MoMoProxy or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).
MoMoProxy hereby agrees to indemnify, defend and hold harmless Partner and its subsidiaries, partners, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that MoMoProxy is not authorized to provide you with the Links.
THE PARTNER PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO PARTNER "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, MoMoProxy EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MoMoProxy DOES NOT WARRANT THAT THE PARTNER PROGRAM OR LINKS WILL MEET PARTNER'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE PARTNER PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. MoMoProxy EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. MoMoProxy DOES NOT GUARANTEE THAT PARTNER WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
IN NO EVENT SHALL MoMoProxy BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF MoMoProxy. IN NO EVENT WILL MoMoProxy BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT MoMoProxy HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. MoMoProxy'S CUMULATIVE LIABILITY TO PARTNER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO PARTNER BY MoMoProxy IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
This Agreement shall be in effect from the moment you enroll in the Partner Program until it is terminated by either of the Parties.
This Agreement may be terminated immediately by either party via notice to the other party.
In case of termination, all payment obligation shall survive for both Parties unless the other party committed fraud, gross misconduct or an act of negligence while fulfilling the obligations under this Agreement.
This Agreement shall be governed by the Laws of Hong Kong. Partner shall be responsible for the payment of all attorneys fees and expenses incurred by MoMoProxy to enforce the terms of this Agreement.
Partner agrees that MoMoProxy shall not be subject to or bound by any Partner insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether MoMoProxy "clicks through" or otherwise indicates its acceptance thereof.
Partner may not assign all or any part of this Agreement without MoMoProxy's prior written consent. MoMoProxy may assign this Agreement at any time with notice to Partner. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors, and valid assigns of the parties hereto.
Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties.
If any provision of this Agreement is held to be void, invalid, or inoperative, the remaining provisions of this Agreement shall continue in effect, and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties.
Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the parties.
By submitting an application to Partner Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Partner Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement.
This Agreement has been reviewed on the 13th of June, 2025.