IX. Make sure to not place advertviser ads on any online auction platform (i.e. eBay, Amazon, Taobao, etc).
The following additional program-specific terms shall apply to any promotional programs set forth below:
I
. Email Campaigns. For all email campaigns, Affiliate must download the "Suppression List" from the Offers section of advertviser. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. advertviser will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to advertviser at advertviser@gmail.com. Affiliate's emails containing the Links may not include any content other than the Links, except as required by applicable law.
A. Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the Affiliate Program, possible legal action and any other rights or remedies available to advertviser pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail or market to any suppression files generated through the advertviser network, and that doing so may result in Commission withholdings, removal or suspension from the Affiliate Program, possible legal action and any other rights or remedies available to advertviser pursuant to this Agreement or otherwise.
II. Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by advertviser in writing. Any pop-ups/unders used for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end-user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to an affirmatively accepted and plain-english end user license agreement and the software be easily removed according to generally accepted methods.
III. Affiliate Network Campaigns. For all Affiliate's that maintain their own affiliate networks, Affiliate agrees to place the Links in its affiliate network (the "Network") for access and use by those affiliates in Affiliate's Network (each a "Third Party Affiliate"). Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to the Links. Affiliate shall promptly terminate any Third Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to advertviser the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of advertviser in the Network upon written notice from advertviser. Unless advertviser has been provided with all truthful and complete contact information for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by advertviser, Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.
3. CONSENSUS OF CONFIDENTIALITY
Except as otherwise provided in this Agreement or with the consent of advertviser, 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 affiliates 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 Affiliate 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. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
4. LIMITED LICENSE & INTELLECTUAL PROPERTY
We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site 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 Affiliate Program and assisting in increasing sales through the Program Web Site. You may not alter, modify, manipulate or create derivative works of the Links or any advertviser graphics, creative, copy or other materials owned by, or licensed to, advertviser in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate 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 advertviser’s trademarks, service marks, copyrights, patents or trade secrets. You agree that advertviser may use any suggestion, comment or recommendation you choose to provide to advertviser without compensation. All rights not expressly granted in this Agreement are reserved by advertviser.
5. TERMINATION
This Agreement shall commence on the date of our approval of your Affiliate Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Affiliate 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 advertviser or Client intellectual property, and will cease representing yourself as a advertviser or Client affiliate 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.
6. AMENDMENTS
In addition to any other rights and remedies available to us under this Agreement advertviser reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) advertviser determines that you have violated this Agreement, (ii) advertviser receives any complaints about your participation in the Affiliate Program which advertviser 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 Affiliate Program. Such withholding or freezing of Commissions, or charge backs 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, advertviser 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. COUNTER-SPAM POLICY
You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Affiliate Program must include the appropriate party's opt-out link. From time to time, we may request - prior to your sending emails containing linking or referencing the Affiliate Program that you submit the final version of your email to advertviser for approval by sending it to your advertviser representative and upon receiving written approval from advertviser of your email the email may be transmitted to third parties. It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon advertviser’s approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon advertviser’s approval.
8. About Fraud
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Affiliate 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. advertviser shall make all determinations about fraudulent activity in its sole discretion.
9. 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, advertviser represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to advertviser’s own business operations or advertviser’s proprietary products or services.
10. 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 Affiliate Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, advertviser 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. Affiliate agrees to promptly implement any request from advertviser to remove, alter or modify any Link, graphic or banner ad that is being used by Affiliate as part of the Affiliate Program.
11. 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 Affiliate 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 Affiliate Program.
12 PUBLISHERS ELIMINATION
Although all Publishers applications will be routinely accepted, we solely reserve the right to reschedule or decline a Publisher when:
12.1 Our terms and conditions have been breached
12.2 Our PPC Guidelines and Email Policy have not been properly followed
12.3 Your site has been using our brand name to promote a dating site that is not part of our portfolio
12.4 Your site is a free-hosted site
12.5 Your site only contains banners and very little content
12.6 Your site is not relevant to our industry
12.7 Your site is still under construction
12.8 Your site is not available or is returning an error
12.9 Your site contains unacceptable or offensive material
12.10 You are operating an automatic re-direct from your site to one of our domains
12.11 Your network(s) takes payments from customers for the provision of services of a sexual nature
12.12 Your network(s) contains illegal photographic material or content
13.0 REMEDIES
As a Publisher, You agree that ADVERTVIS LIMITED's remedy at law for any actual or threatened breach of this Agreement would be inadequate and that ADVERTVIS LIMITEDshall be entitled to specific performance or injunctive relief, or both, in addition to any damages that ADVERTVIS LIMITEDmay be legally entitled to recover, together with reasonable expenses of any form of dispute resolution, including, without limitation, attorneys' fees. In addition to any other rights and remedies available to us under this Agreement ADVERTVIS LIMITEDreserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) ADVERTVIS LIMITEDdetermines that you have violated this Agreement, (ii) ADVERTVIS LIMITEDreceives any complaints about your participation in the Affiliate Program which ADVERTVIS LIMITEDreasonably believes to violate this Agreement or (iii) any Specified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or charge backs 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, ADVERTVIS LIMITEDreserves 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. You are specifically forbidden from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Publishers Program. No right or remedy of ADVERTVIS LIMITEDshall be exclusive of any other, whether at law or in equity, including, without limitation, damages injunctive relief, attorneys' fees and expenses. No instance of waiver by ADVERTVIS LIMITEDof its rights or remedies under these terms and conditions shall imply any obligation to grant any similar, future or other waiver.
14.0 MODIFICATIONS
From time to time, ADVERTVIS LIMITEDmay append fresh characteristics to this Services terms and conditions, withdraw or amend active terms from the Services, or otherwise change the Site and the Services (including their functionality, “look-and-feel”, worldwide resource locators and software elements). If the modifications are objectionable to you, you may cease this Agreement without penalization exclusively on the account of specified endpoint within such ten (10) business day time period. Your retained involvement in this Publishers Program ten (10) business days after a modification notification has been placed will establish your adoption of such modification. Additionally, ADVERTVIS LIMITEDmay modify, freeze or cease any expression of an Offer or Link or take away, change, or alter any marks, text, graphic or banner ad in association with a Link. Publishers agrees to readily enforce any postulation from ADVERTVIS LIMITEDto withdraw, modify or change any Link, graphic or banner ad that is being utilized by Publishers as part of the Publishers Program.
15.0 AUTONOMOUS INVESTIGATION
You declare that you have studied this Agreement and concur to its terms and conditions entirety. You have severally evaluated your interest in taking part in the Publishers Program and each Offer and are not banking on any representation, guarantee or affirmation other than as established in this Agreement or on the Publishers Program.
16.0 INDEMNIFICATION, PROTECTION AND NOTICE
Publisher agrees that it will defend and hold harmless the ADVERTVIS LIMITED, its directors, officers, employees, ADVERTVIS LIMITED, Agencies, Publishers and clients (collectively, the “Covered Entities”) from and against any and all claims, actions or demand brought by or against the ADVERTVIS LIMITEDand/or any of the Covered Entities alleging: with respect to the Publisher’s business, including the actions of Publisher’s employees, contractors or other agents: (a) infringement or misappropriation of any intellectual property rights; (b) defamation, libel, slander, obscenity, pornography, or violation of the rights of privacy or publicity; (c) any other offensive, harassing or illegal conduct or violation of any law, rule or regulation, including, the CAN SPAM ACT OF 2003, as amended; (d) any breach of the foregoing representations and warranties; or (e) any claim that the email transmissions are unsolicited or “spam”. Publisher hereby agrees to indemnify the ADVERTVIS LIMITEDand each Covered Entity from and against all damages, costs, and fees awarded in favor of third parties, and Publisher will indemnify and hold harmless the ADVERTVIS LIMITEDeach Covered Entity from and against all claims, demand, liabilities, losses, damages, expenses and costs (including reasonable attorney fees) (collectively, “Losses”) suffered by the ADVERTVIS LIMITEDand each Covered Entity which Losses result from or arise out of Publisher’s use of the Network, the operation of Publisher’s business, the violation by Publisher of any law, rule or regulation, or a breach of these Terms and Conditions. Publisher will provide the ADVERTVIS LIMITEDwith prompt written notice of each any claim of which Publisher becomes aware which may affect a Covered Entities’ interests. In addition to the above indemnification, Publisher agrees to indemnify and hold harmless any and all ADVERTVIS LIMITEDor Agencies that are clients of the ADVERTVIS LIMITEDfrom any and all liability, including actual attorney’s fees and expenses incurred by that ADVERTVIS LIMITEDor Agency as a result of Publisher’s breach of any law, regulation or any of the foregoing representations or warranties. Publisher acknowledges and agrees that the ADVERTVIS LIMITEDor Agency is an intended third party beneficiary of the rights and responsibilities contained in this Agreement and that the ADVERTVIS LIMITEDor Agency may enforce this Agreement.
17.0 DISCLAIMER OF WARRANTY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE ADVERTVIS LIMITEDDISCLAIMS ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, OF NONINFRINGEMENT, OF MERCHANTABILITY, OR OF FITNESS FOR A PARTICULAR PURPOSE, WITH REGARDS TO THE PUBLISHERS USE OF THE NETWORK, USE OF OR DISPLAY OF ANY PROVIDED MATERIALS OR ADVERTVIS MENTS, OR ANY AGREEMENT ENTERED INTO WITH PUBLISHER. NO EMPLOYEE, AGENT, DEALER OR CONTRACTOR OF ADVERTVIS LIMITEDIS AUTHORIZED TO MODIFY THIS LIMITED WARRANTY NOR TO MAKE ANY ADDITIONAL WARRANTIES.
18.0 LIMITATION OF LIABILITY
IN NO EVENT SHALL THE ADVERTVIS LIMITEDBE LIABLE FOR (A) LOSS OF ANTICIPATED PROFITS, BUSINESS, REVENUE, GOODWILL OR OTHER LOSSES INCURRED IN CONNECTION WITH PUBLISHERS MEMBERSHIP IN OR USE OF THE NETWORK, SUCH CLAIMS BEING EXPRESSLY WAIVED; (B) FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, DIRECTLY OR INDIRECTLY ARISING FROM THE PROVISION OF THE NETWORK; (C) CLAIMS BY THIRD PARTIES THAT PUBLISHER HAS VIOLATED ANY LAWS OR RIGHTS OF THIRD PARTIES, AS PUBLISHER AGREES TO INDEMNIFY THE ADVERTVIS LIMITEDFROM ALL SUCH CLAIMS (D) OR FAILURE IN PERFORMANCE OF THIS AGREEMENT DUE TO CAUSES BEYOND ITS CONTROL INCLUDING, BUT NOT LIMITED TO, WORK STOPPAGES, FIRES, CIVIL DISOBEDIENCE, RIOTS, REBELLIONS, ACTS OF GOD, LAWS, REGULATIONS, ACTS OF THE GOVERNMENT, ACTS OF OTHER THIRD PARTIES, AND SIMILAR OCCURRENCES. IN THE EVENT THE ADVERTVIS LIMITEDIS FOUND LIABLE FOR ANY ACT OR INACTION PURSUANT TO THESE TERMS AND CONDITIONS ARE THE DEALINGS BETWEEN THE PARTIES; THE ADVERTVIS LIMITED’S TOTAL CUMULATIVE LIABILITY FOR SUCH BREACHES, LOSSES, AND INJURIES SHALL BE THE ACTUAL VALUE OF THE DAMAGES OR LOSSES CAUSED TO THE PUBLISHER, BUT IN NO EVENT SHALL THIS AMOUNT EXCEED THE TOTAL REVENUE DUE TO PUBLISHER AT THE TIME OF THE BREACH, LOSS OR INJURY.
19.0 NO ASSIGNMENT
Publishers may not assign this Agreement or any rights hereunder without the express written consent of the ADVERTVIS LIMITED. This Agreement is binding on the parties respective successors and permitted assigns.
20.0 SEVERABILITY
If a court or arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected. The provisions of Section 3, 4, 6, 7, 8, 12-15 and any accumulated payment responsibilities shall endure the termination of this Agreement. Except as set forth in the “Modifications” part above, this Agreement might not be altered without the prior spelt consent of both parties. 17.0 WAIVER Failure to invoke any right, condition or covenant in this Agreement by either party shall not be deemed to imply or constitute a waiver of any rights, condition or covenant and neither party may rely on such failure. No claim or right arising out of the breach of this Agreement can be discharged in whole or in part by a waiver or renunciation of such claim or right unless the waiver or renunciation is in writing signed by the aggrieved party.
21.0 ATTORNEY FEES
In any action brought to enforce any provision of this Agreement, the losing party shall pay the prevailing party’s reasonable attorney fees and costs.
22.0 GOVERNING LAW
This Agreement and all rights and obligations hereunder, including matters of construction, validity, and performance, will be governed by and construed according to the laws of HongKong. Any action under this Agreement will be brought in a federal or state court of competent jurisdiction in HongKong.
Last Revised on 24-03-2017