Advertiser Program Operating Agreement
This Advertiser Program Operating Agreement (the "Agreement") is
made and entered into by and between the Publisher ("us" or "we"), and
the Advertiser ("you"), the party signing an application to become the
Publisher’s Advertiser. The terms and conditions contained in this
Agreement apply to your participation with the Publisher ("Advertiser
Program"). Each Advertiser Program offers an "Offer", which may be for
any offering by the Advertiser or a third party (each such third party a
"Client") and may link to a specific website for that particular Offer
("Program Website"). Furthermore, each Offer may have additional terms
and conditions on pages within the Advertiser Program and are
incorporated as part of this Agreement.
1. Obligations of the Parties
Subject to our acceptance of you as an
advertiser and your continued compliance with the terms and conditions
of this Agreement, the Advertiser agrees as follows:
i. You will make available to us via the Advertiser Program
graphic and textual links to the Program Website and/or other creative
materials (collectively, the "Links") which we may display on websites
owned or controlled by us, in emails sent by us and identified as coming
from us and in online advertisements (collectively, "Media"). The Links
will serve to identify us as a member of our Advertiser Program and will
establish a link from our Media to the Program Website.
ii. The Advertiser (“you”) will pay the Publisher (“us”) for each
Qualified Action (the "Commission"). A "Qualified Action" means a person
who accesses the Program Website via the Link, where the Link is the
last link to the Program Website, is not a computer-generated user, such
as a robot, spider, computer script or other automated, artificial or
fraudulent methods to appear like an individual, real live person.
iii. You will pay us any Commissions earned monthly, provided that
our account is currently greater than $100 (for Payoneer) and/or $200
(for Wire transfers). Accounts with a balance of less than $100 (for
Payoneer) and/or $200 (for Wire transfers) will roll over to the next
month and will continue to roll over monthly until $100 (for Payoneer)
and/or $200 (for Wire transfers) is reached.
iv. The Publisher shall provide the Advertiser with all the
necessary information regarding the Publisher's bank details for the
Advertiser to pay the Commissions.
v. The Publisher shall send an invoice to the Advertiser for all
Commissions payable under this Agreement. Advertiser shall remit payment
to Publisher based upon that invoice. All tracking of Links and
determinations of Qualified Actions and Commissions shall be made by the
Advertiser at its sole discretion, however, valid reports or proofs have
to be provided that show and prove the Qualified Actions and
Commissions. If the Publisher disputes in good faith any portion of an
invoice, the Publisher must submit that dispute to the Advertiser in
writing and sufficient detail. If the Publisher is also tracking
Qualified Actions and the Publisher claims a discrepancy, the Publisher
must provide the Advertiser with the Publisher's reports, and if the
Advertiser's and Publisher's reported statistics vary by more than 10%
and the Advertiser reasonably determines that the Publisher has used
generally accepted industry methods to track Qualified Actions, then the
Advertiser and the Publisher agree to make a good faith effort to arrive
at a reconciliation. If the Advertiser makes a mistake in any provided
materials to the Publisher, which leads to the loss of money by the
Publisher, the Advertiser must cover 100% of such costs. If the
Advertiser cannot prove that any Qualified Actions are fraudulent or do
not comply with the KPIs, the Advertiser must fully pay for such
traffic.
The Advertiser also agrees to:
i. Have sole responsibility for the
development, operation, and maintenance of, and all content on or linked
to, your Media.
ii. Ensure that all materials provided by you or otherwise used in
connection with the Advertiser Program (i) are not illegal, (ii) do not
infringe upon the intellectual property or personal rights of any third
party and (iii) 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), contains profanity or
otherwise contains materials that you informs us that it considers
objectionable (collectively, "Objectionable Content").
iii. Not make any representations or other statements concerning
the Publisher or any of our respective services, except as expressly
authorized herein.
2. Modifications
In addition to any notice permitted to be
given under this Agreement, we may modify any of the terms and
conditions of this Agreement at any time without providing you any
notification. If the modifications become unacceptable to you, you may
terminate this Agreement, however, all pending Commission must be paid
to the Publisher.
3. Independent Investigation
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 Advertiser Program and each Offer
and are not relying on any representation, guarantee or statement other
than as outlined in this Agreement or on the Advertiser
Program.
4. Publisher Indemnification
Advertiser hereby agrees to indemnify,
defend, and hold harmless Publisher and its subsidiaries, publishers,
partners, and their respective directors, officers, employees, owners,
and agents against any claims, actions, demands, liabilities, losses,
damages, judgments, settlements, costs, and expenses (including
reasonable attorneys' fees and costs).
5. Advertiser Program Violation
i. If the Advertiser refuses or is unable
to provide a traffic quality report for optimisation after a week since
the campaign has been launched, the Publisher has a right to stop
traffic for such a campaign. In case the Advertiser asks to continue the
traffic without providing a valid traffic quality report for
optimisation, the Advertiser takes full responsibility to fully pay the
Commission made by the Publisher for all Qualified Actions.
ii. The Advertiser is obliged to provide traffic statements within
30 days after the previous month. The Advertiser must pay for all
Qualified Actions that were recorded via the tracking system that were
discussed via email or shared directly via its tracking system. In case
the Advertiser does believe that the Qualified Actions were fraudulent
or fake, the Advertiser has to provide reports directly from the
tracking system that prove that the Qualified Actions were fraudulent or
fake. In addition to the reports, the Advertiser must provide
screenshots from the tracking system that prove that the Qualified
Actions are fraudulent and belong to that tracking system. In case the
Advertiser is not able to provide the reports or information that proves
that the Qualified Actions were fraudulent or fake, the Advertiser must
fully pay the Commission made by the Publisher according to the
Publisher’s tracking system as such systems receive events directly from
Advertiser’s tracking system.
iii. If the Advertiser is unable or refuses to provide the reports
and refuses to fully pay the Commission made by the Publisher, the
Publisher has a right to address such issue to the lawyers and court. In
case the Publisher believes that the Advertiser violated the Agreement
and addresses the issue(s) to the lawyers or/and court, the Advertiser
must fully compensate all the costs made by the Publisher through the
whole process if the Publisher wins the lawsuit. Additionally, if the
Publisher has no other choice than to address the issue to lawyers or
court, in case the Publisher wins the lawsuit, the Advertiser is also
obliged to pay morale compensation to the Publisher which varies from
50% to 100% of the total Commission made by the Publisher, depending on
the Judge decision.
6. Governing Law & Miscellaneous
The Terms of Use & Conditions are governed by and construed under
the law of Ukraine. However, the Parties irrevocably agree with the
exclusive jurisdiction of the Courts of Ukraine or the court of the
other party, depending on the place of registration to settle any
dispute or claim that arises out of or in connection with the
validity, interpretation and enforcement of the Terms of Use or the
access and/or use of the Website.
By signing this application to the Advertiser 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 sign the
application to the Advertiser 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.
Publisher Program Operating Agreement
This Publisher Program Operating Agreement (the "Agreement") is
made and entered into by and between Advertiser ("us" or "we"), and
Publisher ("you"), the party signing an application to become the
Advertiser's Publisher. The terms and conditions contained in this
Agreement apply to your participation with the Advertiser ("Publisher
Program"). Each Publisher Program offer (an "Offer") may be for any
offering by Advertiser or a third party (each such third party a
"Client") and may link to a specific website for that particular Offer
("Program Website"). Furthermore, each Offer may have additional terms
and conditions on pages within the Publisher Program and are
incorporated as part of this Agreement. By signing the application or
participating in the Offer, you expressly consent to all the terms and
conditions of this Agreement.
1. Obligations of the Parties
Subject to our acceptance of you as a
publisher and your continued compliance with the terms and conditions
of this Agreement, Advertiser agrees as follows:
1. We will make available to you via the Publisher Program
graphic and textual links to the Program Website and/or other creative
materials (collectively, the "Links") which you may display on
websites 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 Publisher Program and will establish a link from your
Media to the Program Website.
2. We will pay Publisher for each Qualified Action (the
"Commission"). A "Qualified Action" means an individual person who (i)
accesses the Program Website via the Link, where the Link is the last
link to the Program Website, (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 Advertiser and (v) is not later determined by Advertiser to
be fraudulent, incomplete, unqualified or a duplicate.
3. We will pay you any Commissions earned monthly, provided that
your account is currently greater than $100 (for Payoneer) and/or $500
(for Wise transfers). Accounts with a balance of less than $100 (for
Payoneer) and/or $500 (for Wise transfers) will roll over to the next
month and will continue to roll over monthly until $100 (for Payoneer)
and/or $500 (for Wise transfers) is reached.
4. Publisher shall provide Advertiser with all the necessary
information regarding Publisher's bank details in order for Advertiser
to pay the Commissions.
5. Publisher shall send an invoice to Advertiser for all
Commissions payable under this Agreement. Advertiser shall remit
payment to Publisher based upon that invoice. All tracking of Links
and determinations of Qualified Actions and Commissions shall be made
by Advertiser at its sole discretion. In the event that the Publisher
disputes in good faith any portion of an invoice, the Publisher must
submit that dispute to Advertiser in writing and in sufficient detail
within thirty (30) days of the reception date of the invoice. If
Publisher does not dispute the invoice as set forth herein, then
Publisher agrees that it irrevocably waives any claims based upon that
invoice. In the event that the Publisher is also tracking Qualified
Actions and the Publisher claims a discrepancy, the Publisher must
provide Advertiser with Publisher's reports within three (3) days
after the 30th day of the calendar month, and if Advertiser's and
Publisher's reported statistics vary by more than 10% and Advertiser
reasonably determines that Publisher has used generally accepted
industry methods to track Qualified Actions, then Advertiser and
Publisher agree to make a good faith effort to arrive at a
reconciliation. If the parties are unable to arrive at a
reconciliation, then Advertiser’s numbers shall govern.
The Publisher also agrees to:
i. Have sole responsibility for the
development, operation, and maintenance of, and all content on or
linked to, your Media.
ii. Ensure that all materials posted on your Media or otherwise
used in connection with the Publisher Program (i) are not illegal,
(ii) do not infringe upon the intellectual property or personal rights
of any third party and (iii) 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),
contains profanity or otherwise contains materials that Advertiser
informs you that it considers objectionable (collectively,
"Objectionable Content").
iii. Not make any representations, warranties or other
statements concerning Advertiser or Client or any of their respective
products or services, except as expressly authorized herein.
iv. Make sure that your Media does not copy or resemble the look
and feel of the Program Website or create the impression that your
Media is endorsed by the Advertiser or Client or a part of the Program
Website, without prior written permission from us.
v. 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.
vi. Comply with the terms, conditions, guidelines, and policies
of any third-party services used by Publisher in connection with the
Publisher Program, including but not limited to, email providers,
social networking services and ad networks.
vii. 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 Publisher
Program and the provision of such personally identifiable information
to Advertiser and Clients for use as intended by Advertiser and
Clients.
viii. Always prominently post and make available to end-users
any terms and conditions in connection with the Offer set forth by
Advertiser or Client, or as required by applicable laws regarding such
Offers.
ix. Make sure not to place Advertiser ads on any online auction
platform (i.e., eBay, Amazon, etc).
2. Confidentiality
Except as otherwise provided in this
Agreement or with the consent of the Advertiser, 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
publishers 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 Publisher 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. Publisher shall not use any information
obtained from the Publisher Program to develop, enhance, or operate a
service that competes with the Publisher Program, or assist another
party to do the same.
3. Limited License & Intellectual Property
We grant you a nonexclusive, non-transferable, revocable right
to use the Links and to access our website through the Links solely in
accordance with the terms of this Agreement, for the sole purpose of
identifying your Media as a participant in the Publisher Program and
assisting in increasing sales through the Program Website.
You may not alter, modify, manipulate, or create derivative
works of the Links or any Advertiser graphics, creative, copy or other
materials owned by, or licensed to, Advertiser in any way. You are
only entitled to use the Links to the extent that you are a member in
good standing of the Publisher Program. We may revoke your license
anytime by giving you written notice. Except as expressly stated
herein, nothing in this Agreement is intended to grant you any rights
to any of Advertiser's trademarks, service marks, copyrights, patents,
or trade secrets. You agree that Advertiser may use any suggestion,
comment, or recommendation you choose to provide to Advertiser without
compensation. All rights not expressly granted in this Agreement are
reserved by Advertiser.
4. Termination
This Agreement shall commence on the
date of our approval of your Publisher Program application and shall
continue thereafter until terminated as provided herein. You may
terminate your participation in the Publisher 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
Advertiser or Client intellectual property, and will cease
representing yourself as an Advertiser's or Client’s publisher 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.
5. Remedies
In addition to any other rights and remedies available to us
under this Agreement Advertiser reserves the right to delete any
actions submitted through your Links and withhold and freeze any
unpaid Commissions or chargeback paid Commissions to your account if
(i) Advertiser determines that you have violated this Agreement, (ii)
Advertiser receives any complaints about your participation in the
Publisher Program which Advertiser 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
Advertiser Program. Such withholding or freezing of Commissions, or
chargebacks 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,
Advertiser 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.
6. Anti-Spam Policy
In addition to any other rights and
remedies available to us under this Agreement, Advertiser reserves the
right to delete any actions submitted through your if (i) Advertiser
determines that you have violated this Agreement, (ii) Advertiser
receives any complaints about your participation in the Publisher
Program which Advertiser 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 Publisher Program.
In the event of a material breach of this Agreement, Advertiser
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.
7. Fraud
You are expressly prohibited from using
any persons, means, devices or arrangements to commit fraud, violate
any applicable law, interfere with other publishers, falsify
information in connection with referrals through the Links or the
generation of Commissions or exceed your permitted access to the
Publisher Program. Such acts include, but are in no way limited to,
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.
The Advertiser shall make all determinations about fraudulent activity
at its sole discretion.
8. Representations and Warranties
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, Advertiser represents and warrants that
it shall not knowingly violate any law, rule or regulation which is
applicable to Advertiser's own business operations or Advertiser's
proprietary products or services.
9. Modifications
In addition to any notice permitted to be given under this
Agreement, we may modify any of the terms and conditions of this
Agreement at any time by providing you with a notification by email.
The changes will become effective ten (10) business days after such
notice. If the modifications are unacceptable to you, you may
terminate this Agreement without penalty solely on the account of such
termination within such ten (10) business day period. Your continued
participation in this Publisher Program ten (10) business days after a
change notice has been posted will constitute your acceptance of such
change. In addition, the Advertiser may change, suspend, or
discontinue any aspect of an Offer or Link or remove, alter, or modify
any tags, text, graphic or banner ad in connection with a Link.
Publisher agrees to promptly implement any request from Advertiser to
remove, alter or modify any Link, graphic or banner ad that is being
used by Publisher as part of the Publisher Program.
10. Independent Investigation
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 Publisher 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 Publisher Program.
11. Mutual Indemnification
Publisher hereby agrees to indemnify, defend and hold harmless
Advertiser and Clients and their respective subsidiaries, publishers,
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 Publisher
herein, (ii) any misuse by Publisher, or by a party under the
reasonable control of Publisher or obtaining access through Publisher,
of the Links, Offers or Advertiser 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).
Advertiser hereby agrees to indemnify, defend, and hold harmless
Publisher and its subsidiaries, publishers, 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 Advertiser is not
authorized to provide you with the Links.
12. Disclaimers
THE PUBLISHER PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES
PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO THE
PUBLISHER "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE
ADVERTISER 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 THE COURSE OF
DEALING, USAGE, OR TRADE. THE ADVERTISER DOES NOT WARRANT THAT
THE PUBLISHER PROGRAM OR LINKS WILL MEET
THE PUBLISHER'S SPECIFIC REQUIREMENTS OR THAT THE
OPERATION OF THE PUBLISHER PROGRAM OR LINKS WILL BE
COMPLETELY ERROR-FREE OR UNINTERRUPTED. ADVERTISER EXPRESSLY
DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR
PRODUCTS OR SERVICES. THE ADVERTISER DOES NOT GUARANTEE THAT
THE PUBLISHER WILL EARN ANY SPECIFIC AMOUNT OF
COMMISSIONS.
13. Governing Law & Miscellaneous
This Agreement contains the entire agreement between Advertiser and
Publisher with respect to the subject matter hereof and supersedes
all prior and/or contemporaneous agreements or understandings,
written or oral. Publisher agrees that Advertiser shall
not be subject to or bound by any Publisher insertion
order or online terms and conditions that amend, conflict with, or
supplement this Agreement, regardless of whether Advertiser "clicks
through" or otherwise indicates its acceptance thereof. The
Publisher may not assign all or any part of this Agreement
without Advertiser's prior written consent. Advertiser may assign
this Agreement at any time with notice to the Publisher. This
Agreement will be binding on and will inure to the benefit of the
legal representatives, successors, and valid assigns of the parties
hereto. 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. No course of dealing nor any delay in
exercising any rights hereunder shall operate as a waiver of any
such rights. No waiver of any default or breach shall be deemed a
continuing waiver or a waiver of any other breach or default.
The Terms of Use are governed by and construed in accordance
with, the law of Ukraine. The Parties irrevocably agree with the
exclusive jurisdiction of the Courts of Kyiv-City to settle any
dispute or claim that arises out of or in connection with the
validity, interpretation and enforcement of the Terms of Use or the
access and/or use of the Website.
By signing this application to Publisher 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
sign the application to Publisher 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.