This Network Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Popup-Ad.com Network. As used in this Agreement, "we" means Popup-Ad.com its owners and its operators and "you" means the individual or entity which applied as the "beneficiary" in our records as provided by you.
1.1 By displaying ads for our network or advertising through our network, you agree to be bound by all the terms and conditions set out in this agreement. Popup-Ad.com and its operators will automatically become counter-party to this Agreement.
1.2 If you do not wish to accept all the terms and conditions of this agreement, then you must not link through to or display ad content on behalf of Popup-Ad.com.
2.1 "Sites" means the Popup-Ad (http://www.Popup-Ad.com) website(s) and its publisher pages.
2.2 "Customer(s)" means a person that enters the sites via your link(s).
2.3 "Ad Display Code(s)" means the unique codes that we provide exclusively to you, during the term of this agreement, through which we track your efforts and calculate your fees.
2.4 "Banners and text links" means the graphical artwork or text that will be directed to our advertisers sites through your Ad Codes.
2.5 "Spam" means emails and messages that are sent by you, directly or indirectly, which: 1), contain false or misleading statements; 2), do not truthfully identify the source or the originating IP Address; or 3), do not contain an online and real time remove option.
2.6 "Fraud Traffic" means traffic generated through illegal means or in bad faith to defraud the network or advertising client, regardless of whether or not it actually causes us harm. Fraud traffic includes but is not limited to spam, false advertising, unauthorized use of any third party copyrights or trademarks, false clicks or clicks that originate from sources that can not be determined by standard header requests.
2.7 "Traffic Sources Not Allowed" means traffic clicks generated from sites or pages that we do not allow. All ad displays must come directly from a webpage containing sufficient quality content and information, relevant to the category that your campaign is subscribed to, and must only be served as a result of the user visiting a web site or web page and where no ad view or click is incentivised or paid for in any way by monetary or credit value. We DO NOT allow paid to read, paid to click, paid to promote, newsgroup, email, chatroom, instant messaging spamming or any activity which could be considered as intrusive or spam. Additionally, we do not allow ads to be spawned from popup or exit windows, or any other traffic source network.
III. TERMS & CONDITIONS
3.1 Identity and Disclosure. You must provide true and complete information to us at all times; including but not limited to, your identity, contact information, payment instructions, nationality, residency, location of Banners and Text Links and any other information that we may request from time to time.
3.2 Marketing Activities. You will, at your own cost and expense, establish Banners and Text Links on your websites and pages. We will provide you the guidelines, graphical artwork and permitted text to use in linking. To permit accurate tracking, reporting and Marketing Fee accrual, we will provide you with unlimited unique Ad-Codes for your use only. It is your responsibility to test that you have linked up correctly as we are not liable for your failure to link up properly.
3.3 Responsible Marketing. You will be solely responsible for your own websites and for the material appearing on them. You represent and warrant that you will not place Ad-Codes, Banners or Text Links on any website that contains any material which is libellous, unlawful or otherwise unsuitable. Unsuitable sites include but are not limited to websites which display child pornography or other illegal acts, promote violence, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, promote any illegal activities and/or violate the intellectual property rights of others.
3.4 Good Faith Marketing. You will not knowingly or unknowingly benefit from known or suspected Fraud Traffic. Even if you did not knowingly generate the Fraud Traffic, we reserve the right to withhold the amount generated by the Fraud Traffic from your Marketing Fees.
3.5 Approved Banners and Text Links. We will make available to you graphic images and text ads. These pre approved Banners and Text Links are available as provided and may be updated from time to time. You may NOT modify these graphic images or text, or any other of our images, in any way. You may not issue any press release with respect to this Agreement or your participation in this marketing program without our prior written consent.
3.6 Intellectual Property Rights and License. During the term of this Agreement only, we grant you a terminable, non exclusive, non transferable right to use the Banners and Text Links described in Section 3.5 above solely for displaying advertising campaigns and/or referring sub-affiliates or advertisers through your Ad Codes. You may not take any action that may alter our rights in our marks, render the same generic or otherwise weaken the validity and good will of our marks.
3.7 Indemnification. You will defend, indemnify and hold us and our officers, directors, employees and representative harmless from and against any and all liabilities, losses, damages and costs, resulting from or arising from, your breach of this Agreement.
3.8 Customer Information. All data relating to the customers will remain sole and exclusive property of the advertiser.
3.9 Publicity, Email and Spam Policies. You shall not create, publish, distribute or permit any written material that makes reference to us, without first submitting such material to us and receiving our written consent. Be careful about your advertising methods using email. We will not tolerate any forms of spam. We will hear both sides of a spam complaint but we will remove one publisher before we risk all publishers losing email privileges. In the event a publisher is charged with spamming practices, Popup-Ad.com shall not be held liable for any legal action taken again said publisher nor be financially responsible for fines owed by said publisher.
IV. Reports & Payments
4.1 Reports. We will track and report advertising campaigns and sub-affiliate activities as necessary to summarize activity for the purposes of calculating your commissions or advertising fees. The form, content and frequency of the reports may vary from time to time at our sole discretion. Generally, you will be provided with remote, unique password protected online access at all times.
4.2 Tracking. Our tracking system is as close to 100% reliability as possible. In pursuit of state of the art systems, we may at any time change how the tracking is performed as we in our sole discretion decide from time to time.
4.3 Publisher Fees. You will be paid for your advertising displays and sub-affiliate marketing efforts based upon the agreed rates published on the website.
4.4 Advertiser Fees. You will pay the advertising rates (as published on the website and updated from time to time) or the rates we agree by separate negotiation.
Please note that all advertising fees deposited to an advertisers account are non-refundable under any circumstances.
We cannot guarantee the timeframe within which your advertising campaign will be delivered by our network due to varying factors. We do guarantee that your advertising campaign will remain active until all account funds are depleted.
4.5 Time for Payment. The network pays all publisher account payemnts within fifteen (15) days of the close of each calendar month.
4.6 Payment Minimums. You will only be sent the money if the amount due is more than £75.00. However, if the Marketing Fees payable to you are less than £75.00 in any calendar month, then we may hold those fees until
the total amount due is more than £75.00 (or if earlier) until this Agreement is terminated.
4.7 Monthly Statement. A monthly statement of how your Fees were calculated can be created and viewed in your affiliate account. You will have thirty (30) days from receipt of each statement to dispute that statement, which dispute must be submitted to support@Popup-Ad.com in writing with details as to the reason for dispute. Deposit of the amount tendered will be deemed full and final acceptance thereof.
4.8 Administration Fees. In the event that an account is terminated or an account attempts to dispute the validity of our service, claim unwarranted refunds through payment processors or cause any additional administration or accounting processes, an administration fee of £25 will be charged to the users account each and every time we are required to respond to such requests.
V. TERM AND TERMINATION
5.1 Term and Termination. This Agreement will take effect when you activate a link to our site and will be continuous unless and until either party notifies the other party, in writing, that it wishes to terminate the agreement, in which case, the agreement will terminate immediately. This Agremeement will also terminate immediately if the publishers pseudo-popup campaigns fail to maintain a minimum 0.2% click through ratio. TERMINATION IS AT WILL BY EITHER PARTY.
5.2 Effect of Termination The following will apply upon the effective date of termination:
-(a) You will remove all Ad-Codes, banners and text links and/or we may disable any or all of your Ad Codes;
-(b) All rights and licenses given to you under this agreement will terminate immediately;
-(c) You will return all confidential information and cease use of any of our trade names, trademarks, service marks, logos, banners and other designations;
-(d) We may withhold any outstanding Fees for up to one hundred and eighty (180) days to ensure that the correct amount is paid and that any fraud ads or clicks has been reversed;
-(e) If the Ad Codes remains open this will not constitute a continuation or renewal of this agreement; and
-(f) You will be entitled only to those unpaid Fees, if any, earned by you on or prior to the date of termination. You will not be entitled to Fees with respect to customer activities made after the termination date.
5.3 Suspension of Ad Codes. In the event you breach any provision of this Agreement and/or we receive a complaint against a particular Ad Code, we may in our sole discretion, disable that particular Ad Code, with or without notice, temporarily or permanently. In such cases, it is our sole option to suspend or disable your links on a code by code basis rather than completely terminating this agreement. The fact that we chose to leave some codes open does not entitle you to have all code(s) operational or reactivated, nor does it entitle you to compensation for the disabled code.
6.1 No Warranties. WE DO NOT WARRANT THAT OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES) WILL BE ERROR-FREE OR UNINTERRUPTED. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR SUITABILITY OF OUR SYSTEM, NETWORK, SOFTWARE OR HARDWARE (OR THAT PROVIDED TO US BY THIRD PARTIES). WE (OR OUR PROVIDERS OR UNDERLYING VENDORS) ARE NOT REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, AND SOFTWARE OR HARDWARE.
6.2 Billing and Collection Limitations. We may in our sole discretion, with or without notice, use any available means to block or restrict certain users or groups so as to reduce the number of fraudulent, activity or for any reason whatsoever.
6.3 Liability Limitations. Our obligations under this agreement do not constitute personal obligations of the directors, officers, employees or shareholders of Popup-Ad.com or AFFILIATE365 LTD. Any liability arising under this agreement will be satisfied solely from the revenues generated hereunder. Our liability is limited to direct damages, and in no event will we be liable for any indirect, special, incidental, consequential or punitive loss, injury or damage of any kind (regardless of whether we have been advised of the possibility of such loss).
VII. INDEPENDENT INVESTIGATION
7.1 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 MARKETING OUR SITES AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
7.2 Independent Research. You understand that advertising laws may vary from state to state and country to country. YOU HAVE INDENDENTLY EVALUATED THE LAWS IN YOUR LOCALE WHICH APPLY TO YOUR ACTIVITIES AND BELIEVE THAT YOU MAY PARTICIPATE IN OUR NETWORK WITHOUT VIOLATING ANY APPLICABLE LAWS.
7.3 Non Exclusive. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY), ENTER INTO MARKETING TERMS WITH OTHER WEBSITES OR MARKETERS ON THE SAME OR DIFFERENT TERMS AS THOSE PROVIDED TO YOU HEREIN AND THAT SUCH OTHER WEBSITES OR MARKETERS MAY BE SIMILAR AND EVEN COMPETE WITH YOU. YOU UNDERSTAND THAT WE MAY RE DIRECT TRAFFIC AND USERS FROM OUR SITE TO ANY OTHER WEBSITE THAT WE DEEM APPROPRIATE IN OUR SOLE DISCRETION, WITHOUT ANY ADDITIONAL COMPENSATION TO YOU.
8.1 Notices. All notices pertaining to this Agreement will be given by email as follows: to us at support@Popup-Ad.com
; and, to you at address provided on our online signup form (or as subsequently updated by you to us in the event of change).
8.2 Relationship of Parties. There is no relationship of exclusivity, partnership, joint venture, employment or franchise between you or us under this agreement. Neither party has the authority to bind the other nor to incur any obligation on the other's behalf, except as expressly provided herein. Nothing in this Agreement will be construed to provide any rights, remedies or benefits to any person or entity not a party to this agreement.
8.3 Assignment. This Agreement and the rights and obligations hereunder may not be assigned by you without our express written consent.
8.4 Entire Agreement. This Agreement embodies the complete agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes and pre-empts any prior understandings or agreements between the parties, written or oral, which may be related to the subject matter hereof. The headings in this agreement are for convenience only and will have no effect on the construction of this agreement.
8.5 Modification. We may modify any of the terms of this Agreement at any time, in our sole discretion, by emailing you a change notice or by posting the new agreement on our site. Modifications may include, for example, changes in the scope of available Marketing Fees, Marketing Fee percentages, time for payment and marketing rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE NETWORK FOLLOWING POSTING OR NOTICE OF CHANGE WILL BE DEEMED BINDING ACCEPTANCE OF THE MODIFICATION.
8.6 Sever ability/waiver. Whenever possible, each provision of this agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity, or unenforceability, without invalidating the remainder of this agreement or any provision hereof. No waiver will be implied from conduct or failure to enforce any rights and must be in writing to be effective.
8.7 Governing Law. The validity of this Agreement, its construction, interpretation, and enforcement, and the rights of the parties hereto will be determined under, governed by, and construed in accordance with the laws of United Kindgom.
8.8 Arbitration. Any controversy or claim arising out of or relating to this agreement, or breach of this agreement, will be settled by binding arbitration, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction. There will be one arbitrator, mutually agreeable to the parties, or if the parties cannot agree on an arbitrator, then a court of competent jurisdiction will appoint one. The losing party will pay all the expenses of the arbitration, including legal fees.
8.9 Force Majeure. The parties' obligations under this agreement are subject to and neither party will be liable for, failure to perform, damage, or malfunction of any equipment, or any consequences
thereof occasioned by or due to fire, flood, water, the elements, labour disputes, power failures, explosions, governmental actions, unavailability of transportation, acts or omission of third-parties,
or any other causes beyond the party's reasonable control.
IN WITNESS WHEREOF, you expressly agree to the terms and conditions of this agreement by activating your tracker to our Site.
If you have any question regarding this agreement please contact us.