Publisher Terms & Conditions

Preamble

These terms and conditions (the "Agreement"), governs your participation as a member (the "Affiliate") of the AdsPlace Affiliate Network (the "Program").

The Affiliate covenants and agrees to be bound by this Agreement, and the schedules attached, as amended by Ads Place Media LLP Company ("AdsPlace") from time to time.

1) Ads Place Media LLP ("AdsPlace", "Company", "we" or "us"), whether directly or indirectly, owns and operates the AdsPlace.com website, portals and user interfaces and the services and content thereon (collectively, the "Site").

Your use of and access to the Site constitutes your agreement to be bound by these terms of service (the "Agreement") and any additional rules and guidelines that we post on the Site. If you do not agree to be bound by this Agreement, then you must not use the Site. We may change this Agreement at any time and without any notice to you.

We recommend you periodically visit this page to review this Agreement.

By using the Site after we post any changes, you agree to accept those changes, whether or not you actually reviewed them.

As used in this Agreement "Publisher" shall refer to you; "Advertising" shall mean a promotional message for the purpose of publicizing products or services; "Website" shall mean the domain names used by Publisher to display Advertising.

2) Offers

Offers will be posted to the Program Site. Adsplace grants the Affiliate a limited, non-exclusive, non-transferable right to download Offers from the Program Site and to publish the same on the Affiliate's websites and in electronic mail correspondence sent by the Affiliate, all of which must be done in accordance with this Agreement, the AdsPlace Policies, as amended from time to time, and the additional terms and conditions affixed to each of the said Offers.

The Affiliate agrees not to modify, alter, misrepresent or embellish the Offer or any part of the Offer including without limitation any text or images provided by or on behalf of AdsPlace or the client in any way, directly or indirectly, without the express prior written consent of Adsplace.

3) Commission and payments

Adsplace will pay to the Affiliate a commission, calculated in accordance with the payment terms outlined in each Offer posted by AdsPlace on the Program Site.

AdsPlace applies either monthly NET 30 or NET 45 payment plans at its sole discretion, unless mutually agreed otherwise.

Notwithstanding of the selected payment method (e.g. paypal, wire, etc.) the Affiliate shall provide AdsPlace with their actual bank details.

Commissions will be paid to the Affiliate only following receipt by Adsplace of payment from the Client in respect of such Offer published in the Program online reporting system. The Affiliate acknowledges and agrees that payment of Commissions may be delayed where the Affiliate has not provided Adsplace with current particulars and that in no case will AdsPlace be liable to the Affiliate for any loss, costs or expenses directly or indirectly incurred by the Affiliate as the result of such delay.

Minimum amount that can be paid to the Affiliate in a given billing period must exceed US$500.00.

Payment in the amount less than US$500.00 is possible in case of termination of the Agreement mutually agreed by the parties or its cancelation that is not related to any breach of contractual provisions or applicable laws by the Affiliate.

Commissions due and payable by Adsplace to an Affiliate will not accrue interest.

4) Fraud

If the Program determines, in its sole discretion, that the Affiliate or Sub-Affiliate has engaged in any activity that the Program considers to be fraudulent or which might bring the reputation or standing of the Program into disrepute either with the general public or with the Clients or potential Clients of the Program, or otherwise that the Affiliate or Sub-Affiliate has engaged in activities which might be considered fraudulent, the Program may but will not be obligated to
(a) suspend or terminate the Affiliate's membership in the Program, without notice and
(b) release to any third party, information relating to the identity and location of the Affiliate if required to do so in order to enforce these terms and conditions.

For the purposes of this Agreement, fraudulent activity includes but is in no way limited to:
activity by the Affiliate or anyone for whom in law the Affiliate is responsible which is directly or indirectly intended to inflate the Commissions payable to the Affiliate;
the generation of leads other than by a mechanism approved by the Program;
activity by the Affiliate or anyone for whom in law the Affiliate is responsible which is not in accordance with the Program;
and activity which is determined by the Client, in its discretion, to be fraudulent.

The Program may at any time audit Affiliate for compliance purposes. Affiliate agrees to provide the Program with any reasonable information necessary to conduct an investigation into Affiliate's compliance with law and this Agreement.

5) Covenants, Representations and Warranties

The Affiliate represents and warrants that: it has the authority and capacity to enter into and to be bound by this Agreement; to the best of its knowledge, there are no existing, pending or threatened claims or actions pending against the Affiliate; none of the Affiliate's websites contain false or deceptive advertising or any machine readable code including without limitation any virus, Trojan horse, work or other self-executing program; it owns or has the legal right to use and distribute all content, copyrighted material, products, and services displayed on or through its website or websites and in its electronic mail; and it is not now a party to any agreement or business relationship which may conflict with this Agreement.

The Affiliate covenants and agrees that he will comply with all laws applicable in the jurisdiction where the Affiliate is situated and also where the Affiliate directly or indirectly conducts its business or markets an Offer; he will not enter into any agreement or business relationship or otherwise incur any obligation which might, in the opinion of Adsplace, conflict with this Agreement; he will comply with the terms of this Agreement, and the Adsplace, as updated, amended and replaced by Adsplace, from time to time, in its sole discretion;

He will not without the express written consent of Adsplace, use or permit any person for who it is in law responsible to use any third-party trade-names or trade-marks; he will not publish on any website or send in any electronic mail a universal resource locator or other link to any content or otherwise engage in or condone any practice, which, in the opinion of AdsPlace is deceitful, defamatory, libelous, abusive, violent, prejudicial, obscene, pornographic, likely to bring the reputation or standing of Adsplace into disrepute, or which otherwise would be illegal;

He will not comply with the terms and conditions of any agreement or policy established by an Offer in which the Affiliate elects to participate;

He will be responsible for the development, operation and maintenance of its website or websites and electronic mail, including without limitation the technical operation thereof, the creation, publication and accuracy of any content published on any such website or websites or in any electronic mail;

He won't attempt in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from AdsPlace;

He will not alter any website or electronic mail content provided by AdsPlace; and it will, at all times and from time to time provide AdsPlace with written confirmation of a valid address, telephone number, electronic mail address and such other identifying or financial information as AdsPlace may reasonably require.

6) Privacy Policy.

Publisher agrees to post on its Website a privacy policy, linked, at a minimum, conspicuously from the Website’s home page, with a link that contains the word "Privacy" that, in addition to the disclosures about Publisher’s privacy practices, clearly and conspicuously discloses
(a) Publisher’s use of a third party for its ad serving activities;
(b) identifies the collection and use of information gathered in connection with both ad serving activities and delivery of the Publisher’s content; and
(c) the user’s ability to opt out from such collection and use.

Company reserves the right to change its suggested disclosure language, including requiring certain disclosures as mandated by law (including industry self-regulation or practice), upon written notice to Publisher, and Publisher agrees to cooperate to post such revised disclosure within three (3) business days following receipt of such notice, or otherwise post within five (5) business days following receipt of such notice such other disclosure as may be mutually agreeable to the parties.

7) Confidentiality.

Each party acknowledges that during the performance of its obligations under this Agreement, it may disclose Confidential Information (as defined below) to the other party ("Recipient").

"Confidential Information" means information regarding Discloser’s trade secrets, personnel, products, customers, financial data, marketing and pricing strategies, services, business plans, methods, computer systems architecture, network configurations, any information which is governed by any now-existing or future non-disclosure agreement between the parties, and any other information which is or should reasonably be understood by Recipient to be of a confidential or proprietary nature.

"Confidential Information" means information regarding Discloser’s trade secrets, personnel, products, customers, financial data, marketing and pricing strategies, services, business plans, methods, computer systems architecture, network configurations, any information which is governed by any now-existing or future non-disclosure agreement between the parties, and any other information which is or should reasonably be understood by Recipient to be of a confidential or proprietary nature.

8) Legal Fees.

If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, Company shall be entitled to reasonable attorney’s fees, costs and expenses, in addition to any other relief to which it may be entitled.

9) Severability.

If any term or provision of this Agreement is declared illegal, invalid or unenforceable, the parties intend that the remainder of this Agreement shall not be affected thereby and that, in lieu of any such stricken provision, there shall be added as a part hereof, a substitute provision as similar in substance to the illegal, invalid or unenforceable term or provision as may be possible.

10) General.

AdsPlace may assign this Agreement without the Affiliate's prior consent. The Affiliate may not assign this Agreement without the express written consent of AdsPlace. AdsPlace reserves the right to change, amend or altered this Agreement at any time, for any reason, or for no reason at all, at its sole discretion. The most recent version of this Agreement will be posted here. Although AdsPlace may provide notice of material changes to this Agreement to the Affiliate but it is the Affiliate’s sole responsibility to keep themselves informed of any such changes or amendments. Any notice or other communication permitted or required by this Agreement will be in writing and given by personal delivery or transmitted by facsimile or electronic mail to the receiving party at the address provided to AdsPlace by Affiliate in its AdsPlace Program account.

Any such Notice will be deemed to have been received on the date on which it was transmitted by facsimile or electronic mail or delivered.

No term or condition of this Agreement will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by both parties.

In the event that any term, covenant or condition of this Agreement is declared indefinite, invalid, illegal or unenforceable by a court having jurisdiction then this Agreement with respect to the remaining terms, covenants or conditions will continue in force.

This Agreement will inure to the benefit of and be binding upon the respective successors, heirs and assigns of both AdsPlace and the Affiliate.

This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement, supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written.

11) Entire Agreement.

This Agreement is intended by the parties hereto as a complete and final expression of their agreement and understanding with respect to the subject matter hereof and supersede all previous agreements and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.

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