Terms & Conditions

1.1. In this Agreement, except where the context otherwise requires, capitalized words and expressions have the meanings set out below.

Action

Installs, clicks, sales, impressions, downloads, registrations, subscriptions, and other events defined in the applicable Offer by the Advertiser, provided that the Action was performed by an actual human End User, was not computer generated, and occurred in the normal course of using a device.

Advertiser

A person or entity whose Offers are made available through the Network and that pays the Company for qualifying Actions completed by End Users in accordance with the applicable Offer terms.

Applicable Laws

All applicable laws, directives, regulations, rules, mandatory codes of practice or conduct, judgments, judicial orders, ordinances, and decrees imposed by law or a competent governmental or regulatory authority or agency.

Application

The publisher application described in clause 2.1.

Commission

The commission described in clause 5.1.

Confidential Information

All information in any form, including written, oral, visual, and electronic information, which has been or may be disclosed by the Company before, on, or after the date of this Agreement.

Data Protection Laws

All applicable domestic and foreign laws, rules, directives, and regulations at local, provincial, state, federal, or national level relating to data privacy, data security, or protection of personal data, including Directive 95/46/EC, Directive 2002/58/EC and their implementing laws, amendments, and replacements, and Regulation (EU) 2016/679 (GDPR).

End User

An end user who is not an existing client of the Advertiser and who completes an Action in accordance with clause 4.1.

Fraudulent Action

Any action by you intended to create an Action through robots, frames, iframes, scripts, or any other means used to generate illegitimate Commission.

Group Company

Any entity directly or indirectly controlling, controlled by, or under common control with the Company. Control means the power to manage or direct the affairs of the entity, whether through ownership of voting securities, contract, or otherwise.

Intellectual Property Rights

All intangible legal rights, titles, and interests connected with inventions and patents; copyrightable works and moral rights; computer software and implementations of algorithms, models, methodologies, artwork, and designs; databases and data compilations; registered and unregistered designs; trade secrets, Confidential Information, and business information; trademarks, service marks, trade names, logos, brands, business and domain names, corporate names, trade styles, trade dress, get-up, and designations of source or origin; documentation and training materials relating to the foregoing; and all other proprietary, industrial, and similar rights, including all applications, registrations, continuations, renewals, reissues, and foreign counterparts.

Licensed Materials

The materials described in clause 6.1.

Publisher

A person or entity that promotes Offers through the Network.

Publisher Website(s)

Any website, device-specific version, or application owned or operated by you or on your behalf and identified to us, together with any other marketing method, including email and SMS, that the Company approves for use in the Network.

Offers

The advertisements and related content described in clause 3.1.

Regulator

Any governmental, regulatory, or administrative authority, agency, commission, board, body, official, or other regulatory body that has jurisdiction over, or responsibility for regulating, the Company or any Group Company from time to time.

2.1. To become a Publisher within the Network, you must complete and submit an application (the “Application”). The Company may request additional information to evaluate your Application and may, in its sole discretion, deny your Application at any time and for any reason.

2.2. Without limiting the foregoing, the Company may deny or terminate your Application if it believes that a Publisher Website contains:

1. Unlawful, harmful, threatening, defamatory, obscene, harassing, racially or ethnically objectionable material, including sexually explicit or pornographic content; offensive, profane, hateful, discriminatory, libellous, or harassing speech or images; graphic violence; politically sensitive or controversial issues; or unlawful behaviour or conduct;
2. Content designed to appeal to persons under 18 or under the minimum legal age in an applicable jurisdiction;
3. Malicious, harmful, or intrusive software, including spyware, adware, Trojans, viruses, worms, spambots, keyloggers, or other malware;
4. Content that infringes a third party’s privacy or Intellectual Property Rights; or
5. Use of a famous person, key opinion leader, or celebrity’s name, image, likeness, or voice in a manner that infringes privacy or violates Applicable Laws, including on pre-landing pages or websites.

The Company may also deny or terminate your Application if it believes that you may be in breach of any Applicable Laws.

2.3. The Company may review your Application and request relevant documentation for any reason, including to verify your identity, personal history, registration details such as company name and address, financial transactions, and financial standing.

2.4. If the Company determines, in its sole discretion, that you are in breach of clause 2.2 at any time during this Agreement, it may terminate this Agreement immediately and withhold any Commission otherwise payable to you.

2.5. If accepted into the Network, you agree, in consideration for Commission, to provide marketing services in respect of Offers at all times in accordance with this Agreement.

3.1. Upon acceptance into the Network, the Company will provide access to banner advertisements, button links, text links, and other content determined by the Advertiser and associated with the Advertiser in the Company’s system (collectively, the “Offers”). You may display Offers on Publisher Websites only in accordance with this Agreement and where you possess the legal right to use those Publisher Websites in connection with the Network.

3.2. You may not promote Offers in any manner that is untruthful, misleading, or not compliant with Applicable Laws.

3.3. You may not modify an Offer without the Advertiser’s prior written consent. If the Company determines that your use of an Offer does not comply with this Agreement, it may take measures to render that Offer inoperative.

3.4. If the Company requests that you change your use or positioning of the Offers and/or Licensed Materials, or cease using them, you must promptly comply with that request.

3.5. You must immediately comply with instructions notified to you by the Company from time to time regarding the use and placement of Offers, Licensed Materials, and your marketing efforts generally.

3.6. If you breach this clause 3 at any time, the Company may terminate this Agreement immediately and retain any Commission otherwise payable to you.

4.1. A potential End User becomes an End User when that person performs an Action which is promptly verified and approved by the Advertiser and meets any other qualification criteria applied by the Advertiser from time to time and by territory at its discretion.

4.2. Neither you nor your relatives may register, sign, or deposit through the Network or Offers. If you are a legal entity, this restriction also applies to your directors, officers, employees, and their relatives. Any attempt to do so may result in termination and retention of all Commissions otherwise payable. “Relative” means a spouse, partner, parent, child, or sibling.

4.3. The Company’s calculation of the number of Actions is the sole and authoritative measurement and is not open to review or appeal. The Company will report the number of End Users and Commission through its back-office management system, access to which is granted following approval of your Application.

4.4. To ensure accurate tracking, reporting, and Commission accrual, you are responsible for ensuring that Offers promoted on Publisher Websites remain properly formatted throughout the term of this Agreement.

5.1. The commission rate payable under this Agreement is based on the Offers you promote and will be shown through the “My Account” area of the Company’s back-office management system (the “Commission”). Commission may be modified in accordance with this Agreement. Your continued advertising of Offers and Licensed Materials constitutes acceptance of the Commission and any implemented changes.

5.2. Different payment schemes may apply to other Publishers already paid under an alternative scheme or in other cases determined by the Company in its sole discretion.

5.3. In consideration for compliant marketing services, the Company will pay Commission monthly, approximately 10 days after the end of each calendar month, unless the parties agree otherwise by email. Payment will be made using your preferred payment method and to the account supplied during the Application process (the “Designated Account”). You are solely responsible for keeping Designated Account details accurate and complete. The Company has no duty to verify those details and is not liable where payment is made to an incorrect account due to information you provided or failed to update. If a transfer cannot be completed because of incomplete or incorrect details, the Company may deduct reasonable investigation and administration costs, withhold the affected Commission, and cease to be liable to pay it.

5.4. The Company may require written documentation verifying beneficiaries and your Designated Account at registration, following changes, or at any other time. The Company is not required to pay Commission until verification is completed to its satisfaction. Failure to provide verification may result in immediate termination and forfeiture of accrued and future Commission.

5.5. If you or an Offer used by you shows a pattern of manipulating or abusing the Network, the Company may withhold and retain Commission and terminate this Agreement immediately.

5.6. The Company may convert the commission scheme by which you are, have been, or will be paid.

5.7. The Company may set off against Commission any costs associated with transferring that Commission.

5.8. If Commission payable in a calendar month is less than $500 (the “Minimum Amount”), the Company is not required to make payment and may carry the amount forward until total Commission equals or exceeds the Minimum Amount.

5.9. The Company may review your activity for possible Fraudulent Action by you or an End User. A review period will not exceed 90 days, during which Commission may be withheld. Fraudulent Action constitutes a breach permitting immediate termination and retention of all Commission. The Company may also set off against future Commission amounts previously paid that are shown to have resulted from Fraudulent Action.

5.10. The Company may keep lead and investigation information confidential to protect its anti-fraud systems. It will not provide investigation reports on request, and its investigation conclusions are final.

5.11. Until the Company approves your account in writing, the account remains in test mode and no Commission generated will be paid. Upon approval, test earnings will be reset to $0.00.

5.12. Your account is solely for your benefit. You may not allow a third party to use your account, password, or identity to access the Network. You are fully responsible for third-party activity on your account, must keep credentials confidential, and must immediately notify the Company if you suspect misuse or unauthorized access. The Company is not liable for third-party activity or resulting damages.

5.13. The Company may immediately cease marketing activity in specified jurisdictions, in which case you must immediately stop marketing to persons in those jurisdictions. The Company is not liable for Commission that otherwise would have arisen from those jurisdictions.

5.14. Without limiting clause 5.9, the Company may immediately cease paying Commission for End User Actions generated from a specified jurisdiction, and you must cease marketing to persons in that jurisdiction.

5.15. Affiliates are strictly prohibited from account circumvention, including creating duplicate, false, or replacement accounts to avoid enforcement; bypassing tracking, compliance, or payment restrictions; or manipulating systems, processes, or program rules.

5.16. An affiliate engaged in account circumvention will be immediately and permanently suspended. All accrued or unpaid earnings will be automatically forfeited and will not be paid.

5.17. The Company may pursue further remedies, including legal action for damages, recovery of fraudulently obtained Commission, and blacklisting with partner networks and industry platforms.

5.18. Company decisions concerning account circumvention are final, binding, and not subject to appeal.

6.1. During the term of this Agreement, you are granted a non-transferable, non-exclusive, revocable license to place Offers on Publisher Websites and, solely in connection with those Offers, to use content and material contained in the Offers (the “Licensed Materials”) for the sole purpose of generating potential End Users.

6.2. You may not alter, modify, or change Licensed Materials in any way.

6.3. You may not use Licensed Materials for any purpose other than generating potential End Users.

6.4. The Company and Advertisers reserve all Intellectual Property Rights in Licensed Materials and may revoke your license by written notice at any time. You must then immediately destroy or deliver all affected materials in your possession. Except for the limited license granted under this Agreement, you acquire no right, interest, or title in Licensed Materials. The license terminates upon termination of this Agreement.

7.1. You are solely responsible for the technical operation of Publisher Websites and the accuracy and appropriateness of materials posted on them.

7.2. Except for permitted Offers, no Publisher Website may contain content from a Group Company website or material proprietary to the Company or a Group Company without prior written permission. You may not register a domain name containing or incorporating Company or Group Company trademarks, or one confusingly or materially similar to those trademarks.

7.3. You may not use unsolicited or spam messages to promote Offers, Licensed Materials, or websites owned or operated by a Group Company.

7.4. If the Company receives a complaint alleging practices that violate Applicable Laws, including spam or unsolicited messages (“Prohibited Practices”), you authorize it to provide the complainant with details needed to contact you directly, including your name, email address, postal address, and telephone number. You must immediately cease Prohibited Practices and use every effort to resolve the complaint. The Company retains all rights, including immediate termination and the right to set off or charge you for claims, damages, expenses, costs, or fines incurred by the Company or a Group Company.

7.5. You must immediately comply with Company or Advertiser instructions and guidelines concerning marketing and promotion of Offers, including requests to post information about new Offer features and promotions. A breach may result in immediate termination and withholding of Commission.

7.6. You must provide information to the Company and cooperate with requests and investigations as reasonably required to satisfy reporting, disclosure, or related obligations to a Regulator, and cooperate with Regulators directly or through the Company as directed.

7.7. You may not violate the terms of use or applicable policies of any search engine.

7.8. If you breach any of clauses 7.1 to 7.7 at any time, the Company may immediately terminate this Agreement and retain any Commission otherwise payable to you.

8.1. This Agreement commences when you accept its terms and continues until terminated in accordance with its provisions.

8.2. Either party may terminate this Agreement immediately, with or without cause, by written notice sent by email.

8.3. If you do not log in to your account for 60 consecutive days, the Company may terminate this Agreement without notice.

8.4. Following termination, the Company may withhold final Commission for a reasonable period to ensure that the correct amount is paid.

8.5. Upon termination for any reason, you must immediately stop using and remove from Publisher Websites all Offers, Licensed Materials, names, marks, symbols, copyrights, logos, designs, and other proprietary designations or property owned, developed, licensed, created, or supplied by the Company in connection with the Network. After the Company pays Commission due at termination, it has no duty to make further payments.

8.6. Clauses 6, 8, 10, 12, 14, and 15, together with any provision contemplating performance or observance after termination or expiration, survive for the stated period or, where no period is stated, indefinitely.

9.1. The Company may modify this Agreement at any time in its sole discretion. Posting a notice of changed terms or a new agreement on the Company website constitutes sufficient notice, and modifications are effective on the posting date.

9.2. If a modification is unacceptable, your sole recourse is to terminate this Agreement. Continued participation after notice or posting constitutes binding acceptance. You should regularly review this Agreement on the Company website.

10.1. Nothing in this clause excludes or limits either party’s liability for death or personal injury caused by gross negligence, or for fraud, fraudulent misstatement, or fraudulent misrepresentation.

10.2. The Company is not liable, whether in contract, tort including negligence, breach of statutory duty, or otherwise, for:

• Actual or expected indirect, special, or consequential loss or damage;
• Loss of opportunity or anticipated savings;
• Loss of contracts, business, profits, or revenue;
• Loss of goodwill or reputation; or
• Loss of data.

10.3. The Company’s aggregate liability for loss or damage arising from or connected with this Agreement will not exceed total Commission paid or payable to you during the six months preceding the circumstances giving rise to the claim.

10.4. You acknowledge that the limitations in this clause 10 are reasonable and that you have taken independent legal advice concerning them.

You and the Company are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS CONCERNING THE NETWORK, INCLUDING WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. THE COMPANY DOES NOT REPRESENT THAT OFFERS OR THE NETWORK WILL OPERATE WITHOUT INTERRUPTION OR ERROR AND IS NOT LIABLE FOR THE CONSEQUENCES OF INTERRUPTIONS OR ERRORS.

You represent and warrant to the Company that:

• You have accepted this Agreement, creating legal, valid, binding, and enforceable obligations;
• All information provided in your Application is true and accurate;
• Entering into and performing this Agreement will not conflict with another agreement or violate Applicable Laws;
• You have and will maintain all approvals, permits, and licenses, including those required by any Regulator, needed to enter this Agreement, participate in the Network, and receive payment;
• If you are an individual, you are at least 18 years old; and
• You have independently evaluated the laws relating to your activities and can fulfil your obligations without violating Applicable Laws.

You must comply with applicable Data Protection Laws. To the extent you collect or share Personal Data with the Company, you agree to the Data Processing Terms in Annex A, incorporated into this Agreement by reference.

14.1. The Company may disclose Confidential Information to you as a result of your participation as a Publisher in the Network.

14.2. You may not disclose Confidential Information to another person except to the extent required by law or where the information entered the public domain through no fault of your own.

14.3. You may not make a public announcement concerning this Agreement or your relationship with the Company without the Company’s prior written approval.

15.1. You agree to indemnify, defend, and hold harmless the Company, its shareholders, officers, directors, employees, agents, Group Companies, successors, and assigns (the “Indemnified Parties”) from all claims and direct, indirect, or consequential liabilities, including loss of profits, business, or goodwill, and all costs, proceedings, damages, and expenses, including legal and professional fees, awarded against, incurred, or paid by an Indemnified Party as a result of or in connection with your breach of this Agreement.

15.2. This clause 15 survives termination of this Agreement.

16.1. This Agreement and your Application constitute the entire agreement between the parties concerning its subject matter. No statement or inducement concerning that subject matter which is not contained in this Agreement or the Application is valid or binding.

16.2. The provisions of this clause survive termination of this Agreement.

You acknowledge that you have read this Agreement, had the opportunity to consult your own legal advisers, and agree to all terms and conditions. You have independently evaluated the desirability of participating in the Network and are not relying on any representation, guarantee, or statement other than those set out in this Agreement.

18.1. This Agreement and any matters relating to it are governed by and construed in accordance with the laws of Wyoming, United States. The courts of Wyoming, United States, have exclusive jurisdiction over any dispute arising out of or relating to this Agreement and the transactions it contemplates.

18.2. Without limiting its rights under this Agreement or law, the Company may set off amounts you owe it against sums you are entitled to receive from the Company from any source.

18.3. You may not assign this Agreement by operation of law or otherwise without the Company’s prior written consent. Subject to that restriction, it binds and benefits the parties and their successors and assigns. You may not subcontract or arrange for another person to perform any of your obligations.

18.4. Failure by the Company to enforce strict performance of a provision does not waive its right to later enforce that or another provision.

18.5. The Company may transfer, assign, sublicense, or pledge this Agreement in whole or part without your consent to a Group Company or in connection with a merger, asset sale, or similar corporate transaction. Notice may be given by publishing a new version on the Company website.

18.6. If a competent court rules a provision invalid, void, illegal, or unenforceable, it will be amended to the extent necessary to make it valid and enforceable, or deleted if amendment is not feasible, without affecting remaining provisions.

18.7. Unless context requires otherwise, singular words include the plural and vice versa, and words importing one gender include every gender.

18.8. Phrases introduced by “including,” “include,” or similar expressions are illustrative and do not limit the preceding words.

This agreement will be governed, construed, and enforced in accordance with the laws of Wyoming, United States, without regard to its conflict-of-laws rules.