1. PROVIDER OF TECHNOLOGICAL TOOLS AND PROVIDER OF SERVICES. The technological tools contained in the "Site" are provided and owned by "The Producer", a company domiciled in the State of Florida, for use in any country in the world.
A. The "Site". Online platform that aims to bring the Producers of advertising materials and Affiliates, who intend to offer independently and at their own risk, the products placed to the Producer by their clients, to be publicized to potential buyers interested in the products and content promoted by the technological tools contained in the platform;
B. Content. The Content or "media" may be represented in various digital formats (video, audio, text, software, etc.) created by "The Producer" or a third party from whom "The Producer" has received an exclusive authorization for commercial exploitation. and provided by "The Producer" for its dissemination, promotion and commercialization through the use of technological tools contained in the "Site";
D. "The Affiliate". Person or entity that registers in any of the programs offered by "The Producer", in terms of content promotion and, through the use of technological tools contained in The "Site", discloses Content made available by "The Producer", in " Site's website, blogs, pages and social network communities, etc., and receives remuneration if any negotiation is concluded due to its promotional activities, in accordance with the registration that identifies said Affiliate in the technological tracking tools of the "Site";
E. Buyer. Who acquires products or services through the use of technological tools provided by The "Site".
"The Producer" has technological tools to automate the delivery of the Content, such as:
a. Members Area (where "The Producer" can control the access of its clients to the available contents);
b. Sales Funnel (where there is the possibility to create capture pages, sales pages and other actions to get the buyer's attention);
c. Checkout (where the sale and purchase operation can be carried out effectively);
d. Promotional Coupons (through which "The Producer" can create shopping links with new values based on its sales strategy, allowing temporary promotions to be carried out).
The "Site" makes available tools for the receipt of remuneration by their respective users, such that they allow credits to be generated for Affiliates from the commercialization of PRODUCTS, as detailed in the PAYMENT MANAGEMENT Section.
Following guidelines issued by international bodies, such as the Office of Foreign Assets Control (OFAC), The "Site" does not carry out transactions or operate with users:
a. From a nation or a resident of any country embargoed by the United States, or,
b. Any person appearing on the US Department of Treasury's list of Specially Designated Nationals or on the US Department of Commerce's list of Denied Persons or Entities, thus complying
With global standards and good practices aimed at preventing money laundering, fraudulent acts and the financing of illicit activities.
F. Advertisers: Refers to the Producer's clients interested in using the content delivered by him or made by “The Producer” to advertise their products or services. The Advertiser will always be a client of “The Producer”.
G. Programs: Refers to all the market strategies offered or requested by “The Advertiser” or also created by “The Producer” to organize the marketing activities in favor of “The Advertiser” but directed to “The Affiliate in order for them to carry out their activities in accordance with the established conditions by “The Producer” within its advertising activity.
3. CONDITIONS TO BE AFFILIATED. Registration with "The Producer" will not confer any right on "The Affiliate" to market or promote any Program offered by "The Producer" on The "Site" on behalf of its customers (the "Advertisers"). The participation of "The Affiliate" in the Affiliate AdBullion Lead Generation Program is subject to the review and approval of "The Producer". All potential Affiliates need official approval and license delivery from "The Producer" before they can become Affiliates. Official approval requires meeting the criteria listed later in this document, however approval is not automatically granted upon meeting those criteria. Once "The Affiliate" is accepted into a program, he / she has the right to participate and is conditional on continuous compliance with all the terms and conditions of this Agreement. To be an Affiliate and enjoy all the "Site", "Site" s affiliate, email distribution lists, content (collectively, the "Media") must meet, as a minimum, the following criteria:
1. Have consumer consent to send email and you will need to keep records showing such consent, including but not limited to: member acceptance date, registration source, first name, last name, address, email address, any other information collected and you will need to provide said records to "The Producer" within one business day of their request;
2. Unless otherwise approved in writing by "The Producer", Affiliates may not offer incentives to users as a means to improve the performance of any Program (as defined below); Incentives include, but are not limited to, awarding them cash, points, prizes, contest entries, etc .;
3. Affiliate Web "Sites" and their social networks must be fully functional at all levels; There are no "Site" or sections under construction or undeveloped. The “media” content of "The Affiliate" will be subject to the subjective approval of "The Producer" and must comply with all applicable laws and regulations, including all laws that respect intellectual property rights and, in any case, not It will include the following:
a. Pornographic material, including any material that attracts lewd interests.
b. Racial, ethnic, political, hateful or otherwise objectionable content;
c. Investments, money making opportunities or advice not permitted by law;
d. Gratuitous violence or profanity;
e. Material that defames, misrepresents, abuses, or threatens to physically harm others;
f. Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeit money, etc .;
g. Software piracy;
h. Obscenity and impersonation, redirection or traffic of adult-related web "Sites" in an effort to gain traffic;
i. Infringement or violations of patents, copyrights, trademarks, publicity rights, privacy rights, moral rights, musical performance or other rights related to music, or any other rights of third parties;
j. Any illegal activity of any kind; and
k. Links to any affiliate network
4. "The Affiliate" must comply with state and federal laws and regulations, including but not limited to the CAN-SPAM Act of 2003.
5. Pop-ups from the spawning process are prohibited; and other criteria that "The Producer" may determine from time to time, in its sole discretion.
6. Be over 18 years of age and be in full use and exercise of all civil capacities without limitation.
7. "The Affiliate" will be solely responsible for their username and password and for all acts performed with them. Therefore, it is your duty to ensure the safekeeping and confidentiality of your password. "The Producer", nor The "Site" will be responsible for any loss resulting from the improper use of the password of "The Affiliate" by third parties.
5. USE OF THE "SITE". The "Site" allows "The Producer" to publish offers of advertising programs sponsored by him or his affiliates on the system ("Program (s)"). The Programs will specify the amount and terms under which "The Affiliate" will receive payment when the requirements of the corresponding program are met. Compensation is derived from a specific event ("Event") identified in a program, such as clicks, sales, registrations, impressions, and leads. If "The Affiliate" accepts a Program, he agrees to place the advertising creative for that Program (including the designated "subject" and "from" lines, the advertiser's CAN-SPAM disclosures and any other disclosures provided therein) ("materials specified advertising ") in the media of "The Affiliate". "The Affiliate" will display the specified advertising materials exactly as they appear on the "Site" and will not alter them in any way failure to comply with this requirement may result in termination of "The Affiliate's" license. "The Producer" may end a Program at any time, at its sole discretion. "The Producer" will use reasonable efforts, including but not limited to email communications, to notify the "Affiliate" of such termination. "The Producer" is responsible for displaying and managing all active Programs and for keeping track of payments due in its sole discretion. "The Producer" will use reasonable efforts, including but not limited to email communications, to notify the Affiliate of such termination. "The Producer" is responsible for displaying and managing all active Programs and for keeping track of payments due.
6. PARTICIPATION IN OUR PROGRAMS. "The Producer" will provide the Affiliate with material to create a webSite for the purpose of search engine optimization, or "The Affiliate" may create their own web "Site". In any case, no website "Site" will be published online, and traffic, inclusion or non-delivery may be sent to it, before it is reviewed and approved by "The Producer". If "The Affiliate" already has its own website "Site", it will be subject to the review and approval of "The Producer". Approval will be made in writing or by electronic submission. All "Sites" related to the Program will contain links ("Links") provided by "The Producer" that direct traffic to the product sales web pages served by the Producer or a Client of the Producer.
"Affiliate" agrees to comply with all applicable laws and regulations, including, but not limited to, those imposed by the US Federal Trade Commission, state attorneys general, as well as the European Union. Failure to comply with such laws and regulations will result in the termination of an Affiliate's account. "The Affiliate" may not assign any of its rights below without the prior written consent of "The Producer", which may be withheld for any reason.
7. LINKS. "The Affiliate" agrees to use the links in the exact way they are delivered. "The Affiliate" agrees not to modify, alter, remove or adapt the links in any way without the written approval of "The Producer". The links must be sent from the server of "The Producer". "The Affiliate" will not take any action to prevent the action or to disable such links. It also accepts, if "The Producer" requests it, modify or alter the links or tracking devices in the manner requested by "The Producer".
8. SPECIAL RULES GOVERNING EMAIL CAMPAIGNS.
8.2. "Affiliate" may not use an advertiser's name (including any abbreviation thereof) in the source email address line or subject line of any email transmission.
8.3. An email may not include falsification of header information, false records for email accounts or IP addresses used in connection with email advertisements and retransmissions of an email advertisement in order to conceal its origin. "The Affiliate" and / or its email delivery providers are prohibited from transmitting or relaying emails from a computer or computer network that has been accessed without authorization.
8.4. Subject lines cannot be false or misleading, so that they may mislead a reasonable recipient as to the content or subject of the message. The "Affiliate" may only use specified approved Advertising Materials, including available subject lines approved and provided by "The Producer".
8.5. Specified advertising materials consisting of emails must contain clear identification. Messages containing advertisements or requests must be identified as such and done by "clear and conspicuous" means, for example by stating in the body of the message "This advertisement is offered to you (your company)". Additionally, the sender must be identified as the originator and sender of the email, including the company name, email, and physical address.
8.6. Senders of commercial email must provide recipients with an effective means of requesting not to receive future email advertisements from that sender. At a minimum, "The Affiliate" must provide the recipient with the ability to send a reply message to unsubscribe, opt out by postal letter, and provide a functional unsubscribe link that must remain operational for 30 days from from the date of transmission of the original email.
8.7. All unsubscribe requests must be implemented within 10 business days of receipt. You may not sell or transfer an email address once someone has opted out of future communications, either from the advertiser alone or globally.
8.8. "The Affiliate" is responsible for knowing the source of his email list. Email addresses cannot be obtained by using a program for random email address generation and / or "scraping" from "Site" or online services. "The Affiliate" must have complete acceptance data of all recipients in its database.
8.9. All Affiliates will be supervised by "The Producer" (or a third party contracted for such purposes) to comply with the applicable legal requirements, regarding the fulfillment of the unsubscription requests and the fulfillment of the use of the specified Advertising Materials. . If the monitoring is carried out by a third party, said third party will share all that information with "The Producer".
8.10. Each unsubscribe list provided to an Affiliate will be separately and technologically identified so that "Producer" can ensure that each Affiliate does not disseminate or use the unsubscribe list in any way other than as required by applicable law.
9. "THE AFFILIATE" PROHIBITIONS RELATED TO DECEPTION OR FRAUD. "The Producer" actively monitors traffic for deceptive or fraudulent activity. If deception or fraud is detected as determined at the sole discretion of "The Producer", the account will be inactive pending further investigation. Affiliate accounts are flagged, among other things, for:
a. Having much higher click-through or conversion rates than industry averages and where strong justification for such higher click-through or conversion rates is not apparent to reasonable satisfaction of "The Producer";
b. Have ONLY lead or click-through programs that generate leads or clicks without the "Site" traffic indicating that you can keep clicks or leads informed;
c. Have displayed fraudulent leads as determined by advertisers;
d. You have used incentives to get leads or clicks.
e. Having provided clues obtained in any way other than through the intentional action of the consumer. For example, using phone books or similar compilations of personal data to fill out lead generation forms will be considered fraudulent behavior.
f. Use bogus redirects, automated software and / or other fraudulent mechanisms to generate Events from the Programs.
If "The Affiliate" fraudulently adds leads or clicks or inflates leads or clicks by generating fraudulent traffic (such as pre-filling of forms or mechanisms not approved by "The Producer", or the use of "Site" in co-registration campaigns that have not been approved by the Advertiser), "The Affiliate" will lose their full commission for all programs and their account will be canceled. If the Affiliate is notified that fraudulent activities may be occurring on their media and does not take immediate action to stop the fraudulent activities, then, in addition to any other resources available to "The Producer", "The Affiliate" will be responsible for all costs and legal fees that arise. of these fraudulent activities. It is the sole responsibility of "The Affiliate" to take precautions to ensure that the "Site", downloads, attachments and other similar files are free of elements such as Trojan horses, worms, viruses and other elements of a destructive nature.
10. SPECIAL CONDITIONS FOR CO-REGISTRATION CAMPAIGNS. Affiliates may develop co-registration campaigns to generate leads ("Leads") for Advertisers and the following terms and conditions will apply:
10.1. Approval of the "Site" (s) of "The Affiliate". No Program may become operational until "The Producer" and, if necessary, the corresponding Advertiser, have approved in writing, all "Sites" to be used for each Program and the transfer of potential customers in a manner that is either a successful publication for real-time transfer or approval of the test file for batch files or FTP.
10.3. Scrub cables. Each program will have its own criteria for determining the validity of a lead (the "Lead Requirements"). "The Producer" can detect and track all invalid leads, which are determined in real time. "The Producer" will only pay potential customers that this system considers valid. At the sole discretion of "The Producer", leads may also subsequently be deemed invalid for fraudulent activities including, but not limited to, changing approved lead generation forms, posting an offer on an unapproved "Site", the use of automated software or labor to complete joint registration forms and incentive for co-registration forms.
10.4. Use of leads. Hereby, "The Affiliate" acknowledges that the collection of the prospects is made solely for the benefit of "The Producer" or its advertiser. Therefore, apart from providing leads to "The Producer" for delivery to Advertisers, "The Affiliate" may not use, sell, transfer or assign or attempt to monetize the leads for its own purposes. All rights, titles and interests of potential clients will be granted exclusively to "The Producer" or its advertisers.
"The Affiliate" acknowledges that the breach of any of the above representations and agreements may, at the sole discretion of "The Producer", result in the immediate suspension or termination of the relationship and "The Affiliate" will lose all rights to any compensation. that "The Producer" owes him until then. "The Affiliate" acknowledges and agrees that "The Affiliate" will not be responsible for the violation by advertisers of any applicable laws or regulations, including, but not limited to, the CAN-SPAM Act.
11. PAYMENT. The Affiliate will be paid according to the terms of each program, approximately 30 days after the end of each month, making the corresponding deductions and withholdings for taxes according to the applicable law. "The Affiliate" will lose its rights to any amount owed by "The Producer" in the event of breach of any clause of this contract. "The Producer" reserves the right to reduce any payment owed to the Affiliate as a result of compensations made by Advertisers for invalid Events, technical errors, tracking discrepancies and the like. "The Producer" will compile, calculate and electronically deliver the data necessary to determine the billing and compensation of "The Affiliate." Any questions regarding the data provided by "The Producer" must be sent in writing within 10 business days after receipt; otherwise, the information will be deemed accurate and accepted as is. "The Producer" will not pay for any Events that occur before a Program starts or after a Program ends. Invoices sent to "The Producer" and payments made to the Affiliate will be based on the Events reported by "The Producer". "Producer" will require an Affiliate to provide a W-9 and similar information as a condition of payment.
12. TERMINATION. "The Producer" reserves the right, in its sole and absolute discretion, to terminate a Program and remove any advertisement at any time and for any reason, upon written notice to the Affiliate. Upon removal of any advertisement, "The Affiliate" will terminate the Program and immediately stop sending emails and any traffic related to the removed advertisements.
The termination notice will be sent by email and will be effective immediately, which means, among other things, that "The Affiliate" must immediately suspend all advertising activities. All money owed to the Affiliate will be paid during the next billing cycle, provided that such money was not obtained in conjunction with deceptive or fraudulent practices as set forth in this contract, in which case it will not be awarded. The representations, warranties and obligations contained in paragraphs 12, 13, 14 and 15 will remain in full force and effect after the termination of this Agreement. Additionally, all payment obligations accrued prior to the termination date will survive until they are fully met.
13. TERM. The initial terms of this Agreement will be for one year from the date of its first execution by the last party to execute it. On the first anniversary of the execution, this Agreement will be automatically renewed for successive periods of thirty (30) days, unless:
a.Not less than thirty (30) days before the date of said automatic renewal, one of the parties notifies the other in writing that you do not wish to renew this Agreement; o
b.This Agreement is earlier terminated otherwise in accordance with the provisions thereof.
15. LIMITATION OF LIABILITY; DISCLAIMER OF WARRANTY. Except as otherwise provided in this agreement, in no event shall "Producer" or any Affiliate be liable to the other for lost profits or any special, incidental, consequential, exemplary, punitive or other indirect damages of any nature whatsoever, for any reason, whether based on breach of contract, tort (including negligence) or otherwise, and whether or not either has been advised of the possibility of such damages.
DUE TO THE NATURE OF THE AVAILABILITY AND ACCESSIBILITY OF THE INTERNET, ADBULLION CANNOT GUARANTEE THAT THERE WILL BE NO DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE WITH RESPECT TO THE LINKS OR OUR SERVICES. WITHOUT LIMITING THE FOREGOING, THE LINKS, OUR CUSTOMER "SITE" AND ANY OTHER MATERIAL PROVIDED TO AFFILIATE ARE PROVIDED "AS IS," WITHOUT ANY WARRANTIES OF ANY KIND, AND ADBULLION MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY APPLICATION OF LAW OR OTHERWISE I EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, and: (A) MERCHANTABILITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, (B) THAT THERE ARE NO OTHER COMPONENTS. (C) THAT THE SECURITY METHODS OF A PARTY EMPLOYED WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR IN THE FACE OF ALL ATTACKS, (D) WITH RESPECT TO CORRECTNESS, ACCURACY OR RELIABILITY OF ANY INFORMATION SET FORTH HEREIN OR THEREIN, OR (E) AGAINST INTERFERENCE WITH A PARTY'S DISSEMINATION OF THE "INFORMATION" ("WEB SITE"). ALL 'INFORMATION' AND 'COMPUTER PROGRAMS' PROVIDED IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS BORNE BY THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR PORTIONS OF THIS CLAUSE MAY NOT APPLY TO YOU. ALL WARRANTIES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND WORKMANSHIP RESTS WITH THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR PORTIONS OF THIS CLAUSE MAY NOT APPLY TO YOU. ALL WARRANTIES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT RESTS WITH THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR PORTIONS OF THIS CLAUSE MAY NOT APPLY TO YOU.
16. INDEMNIFICATION. "Affiliate" will defend, indemnify and hold harmless "The Producer," advertisers and their affiliates, directors, employees, agents, successors and assigns from and against all claims, actions, losses, liability, damages, costs and expenses (including reasonable attorneys' fees and expenses) (collectively "Claims") arising out of any breach of any of these Terms and Conditions or the Program Terms. "Producer" reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by the indemnifying party hereunder. In this regard, both parties agree and acknowledge that if Advertiser breaches its obligations hereunder, "The Producer" shall be entitled to liquidated damages in the amount of forty-five percent (45%) of the gross revenues resulting from sales made by Advertiser through advertising or marketing by "The Affiliate" without respecting the exclusivity and ownership of "The Producer's" information in relation to Advertiser.
18. GENERAL. The parties agree that "Producer" is acting as an independent contractor in the provision of the Services and that the relationship between "Producer" and "Affiliate" shall not constitute a partnership, joint venture or agency. Neither "Producer" nor any of "Producer's" employees or agents (collectively referred to herein as the "Employees"):
(i) is an employee, agent or legal representative of "Affiliate" or.
(ii) shall have authority to represent Affiliate or to enter into any contract or assume any liability on Affiliate's behalf.
(i) at the time of delivery when delivered in person;
(ii) at the time of transmission when delivered by verified facsimile transmission or verified e-mail; or
(iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or nationally recognized express courier service to:
a."The Affiliate" at the address provided in the registration, and
b."The Producer": 1000 Brickell Ave Ste 715 PMB 5245 Miami, FL 33131
a. Any dispute must be initiated by "The Affiliate" within thirty (30) days immediately following the date on which the event to be disputed occurred, otherwise the dispute shall have no legal basis for resolution.
b. Any dispute shall be resolved by the intervention of an arbitrator which The Parties agree shall be the American Arbitration Association hereinafter referred to as the "AAA" and which shall take place in the city of Miami, Florida and which shall be conducted privately and by a single arbitrator in accordance with the rules of the American Arbitration Association and whose decision may be appealed to the state courts of Florida.
At the same time, the Parties understand that if the dispute meets the small claims requirements, then it may be heard in the small claims court of the county of your address.
19.1 ARBITRATION. In the event that a dispute is not to satisfy injunctive or equitable relief for infringement of the intellectual property, copyright, trademark, logo, trade name, trade secret and/or patent laws set forth in these "Terms"; then "Affiliate" and "Producer" agree that:
a. Waive to dispute any controversy, dispute or claim under these "Terms" by an ordinary court of law and waive the rights of a jury.
b. Arbitrate disputes by binding arbitration.
c. The Federal Arbitration Act 9 USC § 1, hereinafter FAA, shall substantively and procedurally govern this Section 19.1 et seq. with respect to arbitration.
"Affiliate" and "Producer" agree that any dispute shall be resolved on an individual basis and is not brought as a class arbitration or an action arising out of a representative proceeding, class actions or collective arbitrations.
19.2 DISPUTE RESOLUTION PROCEDURE. "Member" and "Producer" agree that any notice with respect to an arbitration or dispute must be given within thirty (30) days from the date of the occurrence thereof in order to resolve it in good faith and immediately; to that end, "The Trainee" shall give notice by certified mail and shall contain the following information:
a. Full names of the claimant.
c. Telephone number.
d. E-mail under which the account is registered.
e. Detailed description of the event occurred, object of the claim and what is claimed.
f. Detailed repair that you wish to obtain as a result of the event occurred.
The notification must be sent to the following address: 1000 Brickell Ave Ste 715 PMB 5245 Miami, FL 33131
"The Producer, within thirty (30) days after certification of the acknowledgement of receipt of the notice, shall respond to the Affiliate with whatever notice it has to give with respect to the claim or dispute; if such notice does not satisfy the subject matter of the claim by the Affiliate, then the Affiliate shall initiate the respective arbitration proceeding.
19.3 ARBITRATION PROCEEDINGS. Subject to the limitations of the FAA, these "Terms" and applicable AAA rules, the arbitrator shall have:
a. The exclusive authority and jurisdiction to make all procedural and substantive decisions with respect to a Dispute, including the determination of whether a dispute or claim is arbitrable; and
b. The authority to award any remedies otherwise available in court; provided, however, that the arbitrator shall not have the authority to conduct a class arbitration or representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual claim, preside over any type of class or representative proceeding or preside over any proceeding involving more than one person.
The rules of the American Arbitration Association AAA are posted on its website at the following address https://www.adr.org/Rules and "The Trainee" by acceptance of these "Terms" also agrees:
a. That he/she has read and understands the AAA rules, or
b. You waive your opportunity to read the AAA Rules and any claim that the AAA Rules are unfair or should not apply for any reason.
If any provision contained in clauses 19, 19.1, 19.2, 19.3 of these "Terms" is held to be invalid or unenforceable then it shall be deemed to be so held to the minimum extent required by Law and all other clauses and provisions governing clauses 19, 19.1, 19.2, 19.3 shall remain valid.