This Affiliate agreement is made by and agreed to between Adstract and you (“Affiliate” or “You”), the party submitting an application to become Adstract’s Affiliate. The terms and conditions contained in this Agreement apply to your participation in Adstract’s affiliate program accessible here or through other websites or applications Adstract may make available (“Adstract Affiliate” or “Service”).
From time to time, the parties may negotiate and execute Insertion Orders (“IOs”) under which Affiliate will deliver Advertiser’s Media to consumers and users for and on behalf of Adstract’s third party advertisers (each such third party an “Advertiser”). Each IO shall constitute a separate contract between the parties, which contract shall be deemed to incorporate and include the terms and conditions set forth in this Agreement. For the purposes of each such contract, the term “Agreement” shall refer both to the terms and conditions set forth herein and the additional terms and conditions set forth in the applicable IO. In the event of a conflict between any terms of an IO and this Agreement, this Agreement shall prevail except where the specific section of this Agreement referenced for modification and the IO is signed by an authorized representative of both parties.
1.3 Participation in Adstract Affiliate. To participate in Adstract Affiliate you must submit an application form on our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason. You must be at least eighteen (18) years of age to register as an Affiliate. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal authority to bind such business entity to this Agreement. Your assent to the terms, representations and warranties contained within this Agreement creates a legally binding and enforceable contract between you and Adstract. If you do not agree to this Agreement, in its entirety, you are not authorized to register as an Affiliate or use the Adstract Affiliate in any manner, whatsoever.
1.2 Participation in Offers. During the term of this Agreement, offers from Adstract or its Advertisers may be presented via the Adstract Affiliate (“Offer”). The Offer includes all relevant terms (including but not limited to the offer Payout, or approved placement, tracking requirements, tracking period). After registering, Affiliate may enter console dashboard and select Offers to embed on its Affiliate Website, as defined hereinafter. Such Offers may link to a specific website for that particular Advertiser Program. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.
1.3 Acceptance by Advertiser. After Your submitting an application or participating in an Offer, the Advertiser is able to accept or reject Your participation in its program (“Advertiser Program”). Upon such specific approval by such Advertiser for acceptance into its Advertiser Program (whether automatic or manual), Advertiser’s Media, creatives and its URL link (which may not be modified in any way) may be added to the Advertiser Program and You may display (and remove) Links to Advertiser’s Media in accordance with the Advertiser’s Program terms and this Agreement. An Advertiser’s acceptance of You extends only to the entity, or individual, that entered into this Agreement with Adstract. You may not embed any Advertiser Link, Media or other campaign information in any website not specifically approved by Adstract (or the Advertiser via the Advertiser Program). Failure to comply with this (or any other term of this Agreement) may result in immediate termination from the Program and Your forfeiture of any Payouts earned and unpaid as of the date of Your termination.
2.1 The Adstract Affiliate.Adstract provides the Adstract Affiliate and the Media is provided by the Advertiser who assumes sole responsibility for its accuracy, Offer and content. The Media is made available to approved Affiliates by Adstract Affiliate. The Media may also include a Link to the Advertiser’s URL where a Visitor who is directed to the Advertiser’s URL may perform a specified action. Completed actions are monitored and tracked by the Service to the Affiliate. Adstract will pay Affiliate for each Authorized Transaction the Payout amount as defined in the respective Offer’s description in accordance with the terms of this Agreement.
2.2 The Media.The Adstract Affiliate enables Affiliates to embed Media on their Website. You acknowledge that the embedding of the Media (via the Tag, other link or embed option) on Your website, may affect the functioning (loading, speed, or other function) of the Website. The Affiliate acknowledges that Adstract does not constantly control all Media and the respective links, as Advertisers can change creatives or landing pages at their discretion.
2.3 Advertiser’s Program Terms. Advertisers may change any Payout rate at any time and the amended Payout rate shall be automatically updated within the Service.
2.4 Certain Offers may not be displayed in Your Offer wall, as may be determined by the Advertiser or Adstract at their sole discretion. In addition, You may request certain Offers (or certain Advertisers) to be removed from display on Your, or your affiliates dashboard. Such requests should be submitted to Your account manager and may be approved or rejected at their discretion.
3.1 Affiliate Websites.You agree to provide Adstract and the Advertiser with accurate information about the Website (including URL) that shall be used to distribute the Media (“Affiliate Website”). Approval of the Affiliate Website shall be provided at Adstract’s and/ or Advertiser’s sole discretion. You further agree that you will not perform any of the Prohibited Uses and Prohibited Contents detailed below. Adstract shall have the sole discretion in determining whether any Prohibited Use or Prohibited Content had occurred and the result thereof, as detailed below. All Affiliates that maintain their own networks and intend to broker the Offers through their network need prior written approval from Adstract. In case approval is granted, Affiliate agrees to place the Links in its Affiliate network (the “Network”) for access and use by those publishers in the Network (each a “Third Party Publisher”). Affiliate agrees that it will expressly forbid any Third Party Publisher 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 Publisher whose website or business model involves content containing Prohibited Content. All Third Party Publisher must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Publishers affirmatively accept, through verifiable means, terms at least equivalent to those in this Agreement prior to obtaining access to the Links and/or Advertiser’s Media. Affiliate shall promptly terminate any agreement with a Third Party Publisher 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 Publisher with respect to the Service, the Links and/or Advertiser’s Media, Affiliate shall promptly disclose to Adstract the identity and contact information for such Third Party Publisher. Affiliate shall promptly remove any Third Party Publisher from the Adstract Affiliate and terminate their access to future Offers upon written notice from Adstract. Affiliate shall remain solely liable for all acts or omissions of any Third Party Publisher.
3.2 Accurate, Up-to-Date Information.You agree to provide Adstract and Advertiser with accurate information about You and Your promotional methods, and to maintain up-to-date Account information (such as contact information, Websites used, payment information, payee information, etc.).
3.3 Account Security. After accepting Your application to participate at the Adstract Affiliate, as part of the registration process, You may be required to select a username and password combination that You use to access Your Affiliate area within the Service. You may not select the name of another person with the intent to impersonate that person or deceive members or other users as to Your true identity. You are aware that Adstract may rely on any data, notice, instruction or request furnished to it by You. You shall notify your Account manager at Adstract of any known or suspected unauthorized uses of Your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username and password. You shall be responsible for maintaining the confidentiality of Your username and password and You for all usage and activity on Your Account, including use of the account by a third party authorized by You to use Your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by Adstract and referral to the appropriate law enforcement agencies.
3.4 Account access. In order to provide you with fast and easy access to Your Account, Adstract may place a cookie (a small text file) on any computer from which You access the Service. When you revisit Adstract, this cookie enables us to recognize you as the account holder and provide you with direct access to Your Account without requiring You to re-enter Your password or other identification information. You are responsible for maintaining the confidentiality of Your Account number and password and for restricting access to your computer. You shall not modify, change or delete the Tag and/ or Link provided to you, which includes your Affiliate and/ or Sub-Affiliate ID. Changing any portion of this information will impact your Payouts and may result in termination of your participation in the Service and forfeiture of Payouts earned.
3.5 Restrictions on Offensive or Illegal Use. Adstract is committed to a legal, safe, friendly and equal environment. Adstract strictly prohibits the use of Adstract Service or any of its functionalities for offensive, illegal or harming purposes. You agree not to use the Adstract or Services to create, edit, post, link to or share any content that is harmful, unlawful, obscene, libelous, racist, hateful, or criminal or that violates the right to privacy or any other illegal, offensive or inappropriate content. Adstract reserves the right, on its sole discretion, to remove any content which deems to be illegal, offensive or inappropriate and to take action against the user, including, but not limited to, stopping the service.
3.6 Account Suspension. In any event that Adstract suspects You violated any of the provisions of this Agreement, it shall have the right, in addition to other remedies available to it under any applicable law and under this Agreement, at its sole discretions, to immediately suspend Your Account without prior notice and impose penalties.
4.1 Tracking Transactions and Payouts.Adstract shall determine (where possible) actual Payouts that should be credited to Your Account. Payouts shall be determined based on the information tracked by Adstract and/or provided to Adstract by the Advertiser for completed, non-charged back or non-fraudulent Authorized Transactions and the Offer rates using your Affiliate ID. All Payouts are determined by the Adstract reporting servers and systems and all Payouts made, unless otherwise agreed in writing, shall be based solely on the Payout determined by Adstract and shall be deemed final. Adstract may make additional adjustments at the end of the month to reflect actual Payouts. If you have any questions or disputes regarding your month’s expected Payout amount, all inquiries must be sent to your account manager no later than 7 days following the end of the month, after which time, the reported Payout shall be deemed final. Your Payout information shall be available for your viewing via Your Account (note: Payout information as shown on Your Account are shown for illustrative purposes and are approximate). Payout amounts are deemed final by Adstract once an invoice for that month has been released and viewable in Your Account. Manual adjustments may be made from time to time on Your Account to reflect any Transactions not credited in Your Account or if deductions need to be made from Your Account. Adstract reserves the right to review any and all Payout earned or made for a period of up to six-months in arrears and to make any adjustment against future or pending Payouts if there is any, low performance, fraudulent or suspicion to fraudulent activity or Transactions found in Your Account.
4.2 Access to Tracking and Reporting Tools.Adstract shall provide You with access to tracking and reporting tools, and to support services. Tracking detail regarding Visitor Transactions may not be available on a real-time basis for all Advertisers and there may be reporting delays regarding Transactions for some Advertisers. Adstract shall not be liable for any delays, inaccuracies or downtime of reporting services.
4.3 Payment Rules and Procedures.Payments to Affiliates are currently made when Your Account reaches the Minimum Account Balance. Please review the Payment options, fees and method minimums in your Account for further details. All Transactions may be subject to a transaction fee by Adstract. You hereby agree to receive emails and notifications from our Payment Partner and acknowledge that Payment Information, provided to Adstract for purposes of facilitating Your payment, shall be provided to Adstract Payment Partner. You hereby authorize Adstract to submit such information to the required parties or Adstract Payment Partners.
4.4 Facilitating Payment of Payouts.Subject to other provisions in this Agreement, Adstract shall credit Your Account with a Payout for each Authorized Transaction in accordance with the Advertiser’s Payout rate and Advertiser’s Program terms for the relevant Transaction. Failure to provide valid Payment Information and otherwise comply with Adstract’s deadlines as provided below, may delay payment to You. Adstract shall not be liable for any payment delays.
4.4.1 Payment Information. Adstract shall use the Payment Information for facilitating Payouts payments. Your complete and valid address information is required in order to complete Payment. Failure to complete a valid address may result in the Payment being delayed, deferred or rejected. Any fees incurred by such incorrect information shall be reduced from Your Account. Compliance with all anti-money laundering is required and Payment must be made to an account located in the same country of domicile/ registration as entered in the address information.
4.4.2 Submission of Invoices. If applicable by local law, you may be required to submit an invoice directly to Adstract for the month’s Transactions and commissions earned before any Payout may be made. Invoices should comply with Your VAT requirements (if any) and be provided in the accepted currency (using the applicable month’s average USD to accepted currency rate).
4.4.3 Payouts Schedule. The schedule of providing Payouts is as follows:
|Final Payout Information Available for Invoice Approval||Until 15th of the month|
|Invoice Approval Deadline (and submission of valid invoice, if required)||Until 24th of the month|
|Payout Processing||10th of the following month (subject to 4.4.5 below)|
In Your Account, under the Payments tab, you will find the list of unpaid amounts due to You. You must approve the invoice in Your Account for each unpaid amount by the Invoice Deadline. Invoices that are not approved in Your Account (by the Invoice Deadline) shall not be processed in the next payment cycle. Unapproved past invoices may be approved in subsequent months and such payment shall be made in the next payment cycle, after such approval.
4.4.4 Tax liability. You shall be required to complete and execute the applicable tax form for payment. Tax forms are available via payment option in Your Account, please consult your tax advisor for all tax matters. Adstract shall bear no liability for incorrect tax form submission. In addition, any information provided by Adstract, regarding any Advertiser or Affiliate or any other information, shall not be deemed tax legal advice.
4.4.5 Payment Cycle. Provided (i) Your Account balance exceeds the Minimum Account Balance and the minimum balance required for Your Selected Payment Method; and (ii) You have submitted an approved invoice to Adstract by the Invoice Deadline, then by the Payment Date, Adstract shall process Your Payout (including any adjustments and less any withholding taxes, if applicable) by the Selected Payments Method. Please be aware the Payout amount is subject to adjustments by Adstract, as may be required by the Selected Payment Method and any applicable fees. Selected Payment methods are available based on Your country (as selected in Your address information). Some Payment methods may not be available in Your country and are subject to change based on Payment Partner or Payment processor.
4.4.6 In the event that Your Payout does not reach the Minimum Account Balance for said month, or You did not approve the invoice by the Invoice Deadline, the unpaid Account balance shall be added to the following month’s Transactions and Payout to the Affiliate shall be made on the next Payment Cycle.
4.4.7 Adstract shall have no obligation to make payment of any Payouts for which Adstract has not received payment from the relevant Advertiser of all monies due to Adstract (including for all Payouts owed by such Advertiser to all of such Advertiser’s Affiliates) or for Payouts determined by Advertiser as fraudulent or otherwise unacceptable. Your recourse for any earned Payouts not paid to You shall be to make a claim against the relevant Advertiser(s), and Adstract disclaims any and all liability for such payment.
4.5 Acceptable currencies. You may elect to receive Payouts in any of the currencies that Adstract supports (as may be amended by Adstract or Payment Partner). The conversion rate shall be determined in accordance with Adstract’s operating standards. The number or amount of Transactions, credits for Payouts, and debits for Charge-backs, as calculated by Adstract, shall be final and binding on You.
4.7 Dormant Accounts. If Affiliate’s Account has not been credited with a valid, compensable (non-charged-back) Transaction (in excess of $0.10 of earned Payout in each month) during any rolling, six consecutive calendar month period (“Dormant Account”), a dormant account fee (up to Your full Account Balance) may be applied to Affiliate’s Account by Adstract at any time and at its sole discretion and at which time the Account may be deactivated. Transactions will also not be counted if the Transaction subsequently becomes a Charge-back.
Failure to comply with each of the following Prohibited Uses of Links or websites (or any other term of this Agreement) may result in immediate termination from the Program and Your forfeiture of any and/or all Payouts earned and unpaid as of the date of Your termination:
5.1 You may not place Links to any Media in third party newsgroups, message boards, messaging services, blogs, email distribution methods and other types of spam, link farms, counters, chatrooms, or guestbooks, unless specifically approved by Adstract in writing.
5.2 You may not (a) place the Links on your Affiliate Website where the Media appears more than twice on that web or landing page (placing the Link on your Website multiple times or using other deceptive means such as, but not limited to, use of hidden ads or iframes, auto-refreshing, is considered to be fraudulent activity and prohibited acts under this Agreement; (b) use the Tag or other Media tag as a fallback advertisement to your Website, without the expressed written consent from Adstract; (c) modify your Affiliate ID or Sub-Affiliate ID.
5.3 Non-Bona Fide Transactions.You must promote Advertisers such that You do not mislead the Visitor, and such that the Links deliver bona fide Transactions by the Visitor to Advertiser or Media from the Link. You shall not cause any Transactions that are not in good faith, including, but not limited to, using any device, program, robot, iframes, or hidden frames or any other method to fraudulently generate Transactions. Multiple actions from the same individual, entity or IP address may be considered non-bona fide Transactions. For non-incentivized Offers, Transactions resulting from a conversion rate (“CR”) which is higher than the common customary rate as may be determined by PLYmedia. PLYmedia, at its sole discretion may adjust such transactions as non-bona fide Transactions and the number of Authorized Transactions will be reduced according to the following table:
|CR by Offer||% Authorized Transactions|
|Over 3% CR||90%|
|over 4% CR||80%|
|over 6% CR||60%|
|over 8% CR||40%|
|over 10% CR||no payment|
5.4 None of Your promotional activities nor content on your Affiliate Website may infringe any of the Advertiser’s, or Adstract’s, or any third party’s proprietary rights (including but not limited to trademark, copyright rights and copyright piracy).
5.5 Promotional Methods.You will not engage in and/or facilitate spamming, indiscriminate advertising or unsolicited commercial email or otherwise fail to comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor legislation), and/or any other laws (both US and international) and/ or regulations that govern email marketing and/or communications. You will not engage in pop-up or pop-under advertising using any means involving third party properties and/or services (software). Pop ups/unders are acceptable on a first party basis only when triggered by Your Affiliate Website content /site visit or by downloadable software applications for which You are the owner/operator. Pop ups/unders delivered through downloadable software cannot engage in means that force clicks or perform redirects, or pop over a pay-per-click listing or natural search results and must comply with downloadable software installation requirements and end-user agreement requirements.
5.6 Security Violations. You are prohibited from violating or attempting to violate the security of the Adstract Services, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) attempting to interfere with Adstract Services to any user, including, without limitation, via means of submitting a worm, viruses or other harmful, disruptive or destructive files, code or programs to the Adstract, overloading, “flooding,” “spamming,” “mailbombing” or “crashing;” (d) sending unsolicited email, including promotions and/or advertising of products or services; or (e) forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting. Violations of Adstract security may result in civil or criminal liability. Adstract may investigate such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of this Service or any activity being conducted on this Service.
6.1 You represent to Adstract that all Content and Affiliate Websites You provide to the Service or use as part of the Service: (i) is solely and fully owned or managed by You or provided by You with the express authority of the company You represent; (ii) you will not post, disseminate or transmit any content that you do not have the right to disseminate or transmit under law, or contractual or fiduciary relationships.
6.2 None of Your Affiliate Websites may contain any Prohibited Content as described in the attached Adstract Quality Standard Guidelines. Failure to comply with any of the provisions of the Adstract Quality Standard Guidelines may result in immediate termination from the Program and Your forfeiture of any and/or all Payouts earned and unpaid as of the date of Your termination.
6.3 Your site should contain original content. Sites that have been copied and/or ripped from other sources are not allowed.
6.4 You shall not knowingly or intentionally provide, promote, distribute, place or otherwise publish or use as part of the Service any content, or Website that includes content, as detailed above in this Section 6.
6.5 As Adstract may not review all information provided by You, You shall remain solely and fully responsible for Your content and Website.
7.1 Personally Identifiable Information of Visitors.You are obliged not to enable the Tag or Tracking Code (as provided by Adstract) to collect personally identifiable information of Visitors that would allow Adstract to personally identify Visitors.
7.2.2 Adstract reserves the right to change the required privacy disclosures as mandated by law including self-regulation or practice, upon written notice to its customers. You agree to cooperate to implement such revised disclosure or such other disclosure as required by Adstract, or Adstract has the right to terminate if not cured after notice of breach.
7.3 Applicable Codes and Code Maintenance.In order for Adstract to record the tracking of Visitors’ Transactions resulting from clicks on Links to Advertisers promoted by You, You must include and maintain the necessary Tracking Code within the Advertiser’s Links. Ad Content must be in an Adstract Affiliate compatible format.
8.1 Limited License, Permitted Uses. You are granted a non-exclusive, non-transferable, non-perpetual, revocable license to:
8.1.1 access and use Adstract Affiliate strictly in accordance with this Agreement and with any agreement executed between you and us.
8.1.2 use the Adstract Affiliate solely for internal, personal, non-commercial purposes.
8.2 Restrictions on Use that Infringes Copyright. Adstract is committed to protect copyright and intellectual property rights of creators and owners of content or software. By using the Service, You agree to strictly follow copyright law and agree not to use the Service in any manner which might be in conflict with others’ rights. You should not, in any case, infringe any copyright (including but not limited to copyrighted images, videos, translation material, works, logos, products, music, text, etc.) in use of the Service.
8.3 Linking to Advertisers.By accepting Your participation in Advertiser’s Program, the Advertiser is granting to You the a revocable, non-exclusive, right and limited license and sublicense to display and link to the Advertiser’s Website or Media and content in accordance with the Advertiser’s Program terms for the limited purposes of Promoting the Advertiser’s Program or Adstract Media, subject to the terms and conditions of this Agreement. Your use of the Link and/ or Media signifies Your agreement to refrain from copying or modifying any icons, buttons, banners, graphics files or content contained in the Link and/ or Media, including but not limited to refraining from removing or altering any copyright or trademark notices. As between Adstract and Affiliate, Adstract owns all rights in and to all information regarding the Visitors that You refer to Advertisers through Adstract.
8.4 Licenses to Advertiser’s Trademarks.By accepting Your participation in Advertiser’s Program, the Advertiser is granting to You a non-exclusive, limited, revocable right to sublicense the use of Advertiser provided trademarks, banners, Video, Media and other content as provided to Adstract or Affiliate through Adstract Affiliate. All images, technology, Video, creative work, derivative work and other content (together the “Works”) provided for Adstract’s and Your use, is and shall remain the sole property of the Advertiser (or the rightful owner of such Works where Advertiser has been granted explicit permission for the Works to be used or created as part of this Service) and no part thereof shall be deemed assigned or licensed to You except as explicitly provided for herein (“Advertiser’s Trademarks”). All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Advertiser’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, Video, Adstract Media or other the content or any of the images provided by Advertiser in any way, unless given explicit permission to do so by Advertiser.
8.5 Revocation of Licenses.Advertiser or Adstract may immediately terminate Your license to Advertiser’s Trademarks or Media. You acknowledge the Advertiser’s or Adstract’s ownership and exclusive right to use the Advertiser’s Marks and agree that all goodwill arising as a result of the use of the Advertiser’s Marks or the Media shall inure to the benefit of the Advertiser.
8.6 Adstract’s Use of Your Marks.You authorize Adstract to utilize Your trademarks, service marks, tradenames, and/or copyrighted material that You provide to Adstract through Your Account to promote Your participation in the Service.
8.8 Retention of Rights.All proprietary rights of Advertisers, You, and Adstract, and all goodwill arising as a result of such rights, inure to the benefit of such owner.
8.9 Data Ownership.You understand that all personally identifiable information, if any, provided by Visitors through the Tracking Code or Adstract Media or in response to an advertisement or request for information and/or any or all reports, results, and/or information created, compiled, analyzed and/or derived by Adstract from such data is the sole and exclusive property of Advertiser and Adstract and is considered Adstract’s Confidential Information pursuant to this Agreement. Adstract and/or its Advertisers, in their sole discretion, shall have the right to use, market and re-market any Visitors and/or data without further obligation to You. You shall not make any use of, copy, make derivative works from, sell, transfer, lease, assign, redistribute, disclose, disseminate, or otherwise make available in any manner, such data or Visitors, or any portion thereof, to any third-party.
Either You or Adstract and its Advertisers may provide each other with information that is confidential and proprietary to that party or a third party, as is designated by the disclosing party or that is reasonably understood to be proprietary and/or confidential (“Confidential Information”). The receiving party agrees to make commercially reasonable efforts, but in no case no less effort than it uses to protect its own Confidential Information, to maintain the confidentiality of and to protect any proprietary interests of the disclosing party. Confidential Information shall not include (even if designated by a party) information: (i) that is or becomes part of the public domain through no act or omission of the receiving party; (ii) that is lawfully received by the receiving party from a third party without restriction on use or disclosure and without breach of this Agreement or any other agreement without knowledge by the receiving party of any breach of fiduciary duty, or (iii) that the receiving party had in its possession prior to the date of this Agreement. Upon termination of this Agreement, You must destroy or return to Adstract any Confidential Information provided by Adstract or its Advertisers to You under this Agreement.
10.1 This Agreement shall commence upon Your indication that You have accepted this Agreement by providing the required information and ‘clicking through’ the acceptance button on the Adstract Website and shall continue until terminated in accordance with the terms of this Agreement. This Agreement may be terminated by either party upon 15 days’ prior notice.
10.2 Termination by Advertiser.An Advertiser may terminate any relationship with You, one of Your Affiliate Websites, or Your ability to use a promotional method, or Your participation in the Advertiser’s Program for any or no reason, upon notice to You, with immediate effect.
10.3 Termination or Deactivation by Adstract.Adstract may terminate one of Your Affiliate Websites, or Your use of a promotional method such as Tracking Code or other promotional method, from an Advertiser Program and/ or from Adstract Affiliate, at any time in Adstract’s sole discretion. Breach of any Section of this Agreement is a cause for immediate termination from an Advertiser Program and/or termination of this Agreement, and may result in Chargeback of one or more Payouts (including all earned and unpaid Payouts in Your Account). Adstract may temporarily deactivate or terminate Your Account if: (i) You or Your agent are responsible for the improper functioning of the Media, or if You otherwise interfere with and/or fail to maintain the Tracking Code; (ii) Your Account has not been logged into and/or there have been no Transactions credited to Your Account for any 60 day period; (iii) Adstract determines You are diluting, tarnishing or blurring Adstract’s proprietary rights; (iv) You begin proceedings to challenge Adstract’s proprietary rights; (v) a third party (including an Adstract Advertiser) disputes Your right to use any Link, Adstract Media, domain name, trademark, service mark, trade dress, or right to offer any service or good offered on Your Website, or through any of Your promotional means; or (vi) You violate any terms of this Agreement, including but not limited to, violation of the Prohibited Uses section of this Agreement or other material breach. Upon termination of this Agreement, or in case of deactivation of Your Account, You shall no longer accrue Payouts in Your Account, including but not limited to subsequent views, sales and/or Leads for click-throughs that occurred prior to termination.
10.4 Termination of Advertiser Programs and Offers.Advertisers Programs and Offers may be discontinued at any time.
10.5 Post-termination.Upon termination of this Agreement, You must immediately remove all Links, Adstract Media, software or other content of Advertiser(s). Provisions of this Agreement that by their nature and context are intended to survive the termination of this Agreement shall survive the termination of this Agreement to the extent that and as long as is necessary to preserve a party’s rights under this Agreement that accrued prior to termination.
10.6 Changes to Adstract Affiliate.Adstract reserves the right to add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, Adstract may notify You via e-mail, newsletter, the Adstract Web Sites or through the Adstract Affiliate, at which time You may either agree to such changes or withdraw from the Service and any amounts due shall be paid in accordance with the Payout policy. Your continued use of the Service shall automatically be determined as Your approval of any such changes in accordance with the terms set forth herein.
11.1 Use of Links. You represent and warrant that all promotional means used by You will not contain Prohibited Content (including but not limited to content that is misleading, libelous, fraudulent, defamatory, obscene, violent, bigoted, hate-oriented, illegal, and/or promoting illegal goods, services or activities) or other objectionable content, and that You will not mislead others. You further agree to: (i) use ethical and legal business practices, (ii) while Adstract uses globally recognized content delivery networks and systems for the delivery of the Media, by using the Service, You hereby recognize that delays and such may occur and You shall not hold Adstract liable for any delay or problems that may occur while using any aspect of the Service in connection with YourAffiliate Website. Adstract does not guarantee the delivery or results and Payouts of the Media or Links but shall make every effort to deliver such Media or Links.
11.2 Each party represents and warrants to the other party as to itself that the person executing this Agreement is authorized to do so on such party’s behalf.
11.3 Non-infringement Warranties.You represent and warrant that: (i) You have all appropriate authority to operate, and to any and all content on, Your Affiliate Website(s); (ii) You have all appropriate authority in any promotional method you may choose to use; (iii) Your Website(s) and Your promotional methods do not and will not infringe any third party, Adstract’s Advertiser, or Adstract’s, proprietary rights; and (iv) You shall remain solely responsible for any and all websites owned and/or operated by You and all of Your promotional methods. Adstract may or may not review all content on Your Affiliate Website or used by You in Your promotional methods.
11.4 Compliance with Laws.You are responsible for compliance with the requirements of all relevant legislation (including subordinate legislation and the rules of statutorily recognized regulatory authorities) in force or applicable in the United States or in any other applicable territory (for example, laws related to online gaming in the United States), and warrant that no promotion method used by You or the content of Your Website(s) will render Adstract liable to any proceedings whatsoever.
11.5 Limitation of Liabilities.ANY OBLIGATION OR LIABILITY OF ADSTRACT, ITS PARENTS, SUBSIDIARIES, PARTNERS AND ADVERTISERS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR PAYOUTS PAID TO YOU BY ADSTRACT OR ITS ADVERTISERS UNDER THIS AGREEMENT DURING THE THREE MONTHS PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST A PARTY TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT ADSTRACT SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING BUT NOT LIMITED TO A CLAIM BY ANOTHER AFFILIATE OR AN ADVERTISER OF THE NETWORK SERVICE), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. ADSTRACT WILL MAKE REASONABLE COMMERCIAL EFFORTS TO KEEP ITS SERVICE OPERATIONAL DURING NORMAL BUSINESS HOURS. HOWEVER, CERTAIN TECHNICAL DIFFICULTIES MAY, FROM TIME TO TIME, RESULT IN TEMPORARY SERVICE INTERRUPTIONS. ADSTRACT SHALL NOT BE RESPONSIBLE FOR ANY SYSTEM DOWNTIME. YOU FURTHER AGREE NOT TO HOLD ADSTRACT LIABLE FOR ANY OF THE CONSEQUENCES OF SUCH INTERRUPTIONS.
ADSTRACT SHALL NOT BE RESPONSIBLE NEITHER FOR THE MEDIA, THE MEDIA CONTENT, THE CONTENT OF THE ADVERTISER’S WEB SITE, THE CONTENT OF YOUR WEB SITE NOR CONTENT OF ANY THIRD-PARTY SITE FOR WHICH LINKS ARE DIRECTED. ADSTRACT DOES NOT CONTROL OR MONITOR ANY OF THE CONTENT CREATED USING ITS SERVICE AND SHALL NOT BE LIABLE, IN ANY CASE, FOR ILLEGAL, INFRINGING OR INAPPROPRIATE CONTENT CREATED.
11.6 Disclaimer of Warranties.TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ADSTRACT DISCLAIMS ALL WARRANTIES IMPLIED, INCLUDING, BUT NOT LIMITED TO, (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT ADSTRACT’S SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY, (E) AGAINST INTERFERENCE WITH ENJOYMENT OF THE AFFILIATE’S INFORMATION OR WEBSITE, OR (F) INTERFERENCE OR DELAY WITH THE FUNCTIONING OF THE AFFILIATE’S WEBSITE AS THE RESULT OF THE AFFILIATE’S USE OF THE ADSTRACT SERVICE, ADVERTISERS PROGRAMS OR MEDIA. THE MEDIA SHALL BE EMBEDDED AT THE AFFILIATE’S WEBSITE AND WHILE THE MEDIA IS PROVIDED USING A GLOBALLY RECOGNIZED DELIVERY NETWORK OR THIRD-PARTY PROVIDERS, THE USE OF THE MEDIA ON A WEBSITE MAY DELAY THE LOADING OR FUNCTIONING OF THE AFFILIATE’S WEBSITE. YOU HEREBY ACKNOWLEDGE THAT THE USE OF ADSTRACT AND ITS SERVICE AND EMBEDDING OF THE MEDIA ON YOUR WEB SITE MAY DELAY OR CAUSE TO BE DELAYED THE FUNCTIONING OF YOUR WEBSITE AND YOU SHALL NOT HOLD ADSTRACT LIABLE FOR ANY DAMAGES (WHETHER CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES) FOR SUCH OCCURENCES. ALL ‘INFORMATION’ AND ‘COMPUTER PROGRAMS’ PROVIDED TO YOU IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. ADSTRACT IS, UNDER NO CIRCUMSTANCES, RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY ADVERTISER OR AFFILIATE, OR SUCH ADVERTISER OR AFFILIATE’S WEBSITE(S), AND/OR THE CONTENT OF AN ADVERTISER’S WEBSITE OR THAT AN ADVERTISER MAKES AVAILABLE THROUGH THE SERVICE. ADSTRACT FURTHERMORE DOES NOT GUARANTEE ANY RESULTS BY YOUR USE OF THE SERVICES.
YOU HEREBY AGREE THAT ADSTRACT AND THE ADSTRACT PAYMENT PARTNER SHALL NOT BE LIABLE FOR ANY LOSSES YOU MAY INCUR AS A RESULT FOR ANY DELAY IN PAYMENT, INCLUDING DELAYS AS A RESULT OF ADSTRACT OR ADSTRACT’S PARTNER NEGLIGENCE OR MISCONDUCT. ADSTRACT SOLE LIABILITY SHALL BE TO MAKE FULL PAYMENT OF THE PAYOUT AMOUNT DUE AS SOON AS POSSIBLE.
11.7 No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.
11.8 Benefit of the Bargain.THE PROVISIONS OF THIS SECTION 11 ARE AN ESSENTIAL ELEMENT OF THE BENEFIT OF THE BARGAIN REFLECTED IN THIS AGREEMENT.
Affiliate shall defend, indemnify and hold Adstract and Advertisers harmless against all claims, suits, demands, damages, liabilities, losses, penalties, interest, settlements and judgments, costs and expenses (including attorneys’ fees) incurred, claimed or sustained by third parties, including but not limited to Advertisers, directly or indirectly as a result of (a) Affiliate’s breach of or non-compliance with this Agreement and/or any Advertiser’s Program terms, including but not limited to Prohibited Uses and use of Prohibited Content, (b) Affiliate’s violation of any law, or an alleged violation of law by Adstract, that is a direct or indirect result of Affiliate’s use of the Adstract Affiliate and/or any Advertiser’s Program, (c) Affiliate’s use of the Adstract Affiliate, (d) Affiliate’s participation in any Advertiser Program, (e) any content, goods or services offered, sold or otherwise made available by Affiliate to any person, (f) Affiliate’s acts or omissions in using, displaying or distributing any internet links or Links obtained from the Adstract Affiliate or elsewhere, including but not limited to Affiliate’s use of internet links or Links, (g) any claim that Adstract is obligated to pay tax obligations in connection with payment made to Affiliate pursuant to this Agreement and/or any Advertiser Program, and (h) any violation or alleged violation by Affiliate of any rights of another, including breach of a person’s or entity’s intellectual property rights (each (a)-(h) individually is referred to hereinafter as a “Claim”). Should any Claim give rise to a duty of indemnification under this Section 12, Adstract shall promptly notify Affiliate, and Adstract shall be entitled, at its own expense, and upon reasonable notice to Affiliate, to participate in the defense of such Claim. Participation in the defense shall not waive or reduce any of Affiliate’s obligations to indemnify or hold Adstract harmless. Affiliate shall not settle any Claim without Adstract’s prior written consent. Affiliate also shall indemnify for any reasonable attorneys’ fees or other costs incurred by an indemnified party in investigating or enforcing this Section 12. In the context of this Section 12 only, the term “Adstract” shall include officers, directors, employees, corporate affiliates, subsidiaries, parents, agents, partners and subcontractors.
13.1 Headings and References.Headings of Sections are for the convenience of reference only. Words indicated in quotes and capitalized signify an abbreviation or defined term for indicated words or terms, including those definitions contained in the opening paragraph.
13.2 Third Party Disputes.In the event of a third party claim against either: (a) Adstract’s intellectual property; or (b) against Adstract’s right to offer any service or good on Adstract’s Web Site(s) or if, in Adstract’s opinion, such a claim is likely, Adstract shall have the right, at its sole option and in its sole discretion, to (i) secure the right at Adstract’s expense to continue using the intellectual property or good or service; or (ii) at Adstract’s expense replace or modify the same to make it non-infringing or without misappropriation.
13.3 Relationships of Parties/Third Party Rights.The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint venturers or partners with each other. Neither party shall do anything to suggest to third parties that the relationship between the parties is anything other than that of independent contractors. You agree that Your consent is not necessary to modify any Advertiser Service Agreement.
13.4 Provision of Info to Advertisers/Third Parties.You agree that Adstract may, but is not obligated to, provide Your email address(es) and basic Affiliate Account detail (including but not limited to Your address, phone and fax number, Website name, the date the Website first entered into operation with the Service, and visitor demographics) to Advertisers. Adstract may provide any and all Visitor, Transaction and/or Tracking Code data to the Advertiser to which You referred such Visitor, and to any third party in Adstract’s sole discretion, including but not limited to all regulatory, legislative and judicial bodies, and pursuant to allegations and claims of proprietary rights infringement.
13.5.1 Affiliate explicitly agrees to withhold completely from entering into a business relation with or from approaching Adstract’s clients either directly or through third parties with regard to user acquisition or performance marketing services for the term of this Agreement and a period of time of six months after the end of this agreement.
13.5.2 Any direct or indirect business relations between Affiliate and Adstract’s clients with regard to Adstract Affiliate have to either involve Adstract as intermediary or require Adstract’s prior written consent.
13.5.3 This also extends to any other companies founded, in whole or in part held, controlled or administered directly or indirectly by Affiliate, as long as Affiliate is able to prevent such actions against the interests of Adstract.
13.5.4 Affiliate is personally responsible to follow this commitment and must not use any means to circumvent his obligation.
13.5.5 Breach of this clause will result in a contractual penalty to be determined by an independent court in Adstracts’ residential country and should not be less than twice the financial loss caused through this unauthorized action with a minimum fee of 100,000 USD.
13.5.6 An obligation to reimburse damages will thereby not be excluded.
13.5.7 In case Affiliate can prove having entered into a business relation with Adstract’s client (the advertiser) before entering into a business relation with Adstract, this clause should not be enforced.
13. 6 Choice of Law/Attorneys’ Fees.This Agreement is governed by the laws of the State of New York (USA), except for its conflict of law provisions. The exclusive forum for any actions related to this Agreement shall be in the state courts, and, to the extent that federal courts have exclusive jurisdiction, in New York, NY. The parties consent to such venue and jurisdiction and waive any right to a trial by jury. The application of the United Nations Convention on the International Sale of Goods is expressly excluded. A party that primarily prevails in an action brought under this Agreement is entitled to recover from the other party its reasonable attorneys’ fees and costs.
13.7 Force Majeure.Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, default due to Internet disruption (including without limitation denial of service attacks), riots, insurrection, acts of terrorism, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
13.8 Severability/Waiver.If any provision of this Agreement is held by any court of competent jurisdiction to be illegal, null or void or against public policy, the remaining provisions of this Agreement shall remain in full force and effect. The parties shall in good faith attempt to modify any invalidated provision to carry out the stated intentions in this Agreement. The waiver of any breach of any provision under this Agreement by any party shall not be deemed to be a waiver of any preceding or subsequent breach, nor shall any waiver constitute a continuing waiver.
13.9 Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, Your consent shall not be required for assignment or transfer made by Adstract (1) due to operation of law, or (2) to an entity that acquires substantially all of Adstract’s stock, assets or business, or (3) to a related entity (e.g. parent or subsidiary of parent).
13.10 Except as provided elsewhere herein, both parties must send all notices relating to this Agreement to: (i) for Adstract, via registered mail, return receipt requested or via an internationally recognized express mail carrier to Adstract Solutions Inc. 106 W. 32nd Street, Suit #155, New York, NY 10001, USA, (effective upon actual receipt); and, (ii) for You, at the email or physical address listed on Your Account (effective upon sending as long as Adstract does not receive an error message regarding delivery of the email) or five (5) days after mailing).
13.11 Entire Agreement and Amendment.This Agreement, including the Introduction, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by either of the parties, either oral or written, except as stated in this Agreement. This Agreement may only be altered, amended or modified by an instrument that is assented to by each party to this Agreement by verifiable means, including without limitation by written instrument signed by the parties or through a “click through” acknowledgement of assent. Notwithstanding the foregoing, Adstract shall have the right to change, modify or amend (“Change”) this Agreement, in whole or in part, by posting a revised Agreement at least 14 days prior to the effective date of such Change. Your continued use of the Network Service after the effective date of such Change shall be deemed Your acceptance of the revised Agreement.
The following terms used in this Agreement shall have the meaning as defined below:
“Account” – A Affiliate\ registered user account on Adstract’s Service, which includes such Affiliate\ registered user contact information, Websites used, payment information, payee information and other information details.
“Ad Content” – all Advertiser Links and Advertiser’s Media.
“Adstract” – the entity as set forth on the IO or Adstract, including its direct and indirect subsidiaries and affiliates, parent companies or related companies.
“Adstract Payment Partner” – A third party which may receive from Adstract Your Payment Information, for purposes of facilitating Your payment.
“Adstract Quality Standard Guidelines” – Adstract Quality Standards Guidelines (for Affiliates), attached hereinafter.
“Advertiser” – any entity which holds Website, Website content, media file or other third-party media outlet.
“Advertiser’s URL” – landing page, registration page, or other content page as determined by the Advertiser.
“Affiliate” or “You” –any entity signing this Affiliate Terms Agreement or participating in Adstract’s Marketing Program as an Affiliate.
“Affiliate ID” – the Affiliate ID (which may include a Sub-Affiliate ID) is a part of the Tracking Code, or URL Link that identifies you to enable tracking of activity and Payouts.
“Affiliate Network Service” – the service of allowing approved Affiliates to generate commission Payouts by embedding Media on the Affiliate’s Website.
“Agreement” – this Affiliate Service Agreement.
“Authorized Transaction” – occurs when internet users complete either a purchase, lead form, registration, impression, view or other action which the Advertiser has defined as a target in the Offer’s description and can be matched, by Adstract to a previous Click. Authorized Transaction is performed by an individual person who (i) accesses the Advertiser Program via the Link, where the Link is the last link to the Advertiser Program , (ii) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv) completes all of the information required for such action within the time period allowed by Adstract; and (v) is a live person that is at least eighteen (18) years of age; and (vi) is not later determined by Adstract to be fraudulent, incomplete, unqualified or a duplicate. Authorized Transaction cannot occur when Affiliate’s Account is suspended.
“Charge-back” – application of debit to Affiliate’s Account, at any of the circumstances specified in section 4.6.
“Click” – occurs when an internet user clicks on a Link that a Publisher has placed for an Advertiser.
“Content” – content added or synchronized with the video enabled by the Website or the Service.
“Invoice Deadline” – for each invoice, the end of the 24th day of the month in which such invoice is received.
“Link” – an internet connection using the Service and the Service components.
“Marketing Program” or “Program” – a Program Adstract facilitates as a service provider by providing Services via the internet. A Marketing Program is where a person, entity, affiliate or its agent, operating or managing Website(s) and/or other promotional methods to drive traffic to another’s Website, Website content, media file, mobile/tablet device or application or other third-party media outlet.
“Media” – a banner, image, rich-media file or other approved media file offered by the Service.
“Minimum Account Balance” – Account balance (for previous approved and non-fraudulent Transactions) of a minimum Payout of $100. For Affiliates selecting payment via wire transfer, the minimum Payout is $300 (wire transfer).
“Payment Date” – the 10th day of the month following the Invoice Deadline, or if the 10th is not a business day, the next available business day.
“Payment Information” – accurate and up-to-date information for the payment of any Payouts, provided by Affiliate by the Invoice Deadline. Your Payment Information is managed under your Payee Details which is available under your Payments tab in your Account. Payment information includes your Selected Payment Method, Payee address details and such other details as they appear and updated by You prior to the Invoice Deadline.
“Payouts” – financial compensation.
“Prohibited Content” – as detailed in section 5.6. and in Adstract Quality Standards Guidelines.
“Prohibited Use” – as detailed in section 5 and in Adstract Quality Standards Guidelines.
“Program” – see “Marketing Program“.
“Selected Payment Method” – the method You selected in the Payments Method section of the Payments tab. Some payment methods may be subject to certain fees and/or may require 3 to15 business days from the Payment Date for the funds to be received. Please review the payment method and associated fees in Your Account settings.
“Services” – Services provided via the internet through Adstract’s Marketing Program, as listed on Adstract’s Web Sites.
“Tracking Code” – code, tag or other technical method of monitoring or tracking Transactions as embedded on the Website. The Tracking Code may include your Affiliate ID or Sub-Affiliate ID.
“Transaction” – an action made through an internet connection using Link(s) to an Advertiser on Media offered by the service.
“Visitor” – any person or entity that is not the Affiliate or the Affiliate’s agent or prohibited by the Service.
“You” – see “Affiliate“.
Last update: November 2016
Adstract Quality Standards Guidelines (for Affiliates)
The following terms shall have the meaning ascribed to them:
“Ad Inventory” means any Affiliate Assets space made available for the purpose of delivering Ads.
“Ads” means any type of promotional material or content, as provided by Adstract or on its behalf, in any format and however delivered, together with related technology and other material used for the placement and display of such material or content on Affiliate Assets.
“Malicious Code” means viruses, worms, malware, spyware, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs, including code that is intended to or has the effect of misappropriating, hijacking, commandeering, or disrupting access to or use or operation of any information, device, hardware, system or network.
“Affiliate Assets” means websites, applications, mobile applications and other media or online platforms through which Ads may be delivered, displayed or made available, whether owned, operated or controlled by the Affiliate or on its behalf, or through which Affiliate has a contractual right or license to serve the Ads.
2.1 Unless otherwise agreed to by Adstract, Affiliate shall deliver the Ads in a manner that complies with the implementation and creative guidelines provided herein, including those instructions contained in the documentation which shall be provided by Adstract from time to time. Failure to comply with these terms shall be deemed as a breach of the Agreement and may result in immediate termination from the Adstract Affiliate and the Affiliate’s forfeiture of any and all Payouts associated with the failure to comply with these terms.
2.2 Affiliate will ensure, by agreement, instruction or any other legally enforceable means, that all third parties to which Ads are delivered, displayed or made available have adopted and implemented technology and methodologies (and agreed in writing thereto) to ensure Affiliate is in compliance with the foregoing obligations.
2.3 Implementation Guidelines.
2.3.1 The Affiliate must acquire traffic primarily from organic sources and shall use best efforts to ensure that none of the traffic is fraudulent.
2.3.2 The Affiliate must either:
2.3.3 Own all Affiliate Assets on which they Ads are places; or
2.3.4 Have a direct relationship with the owner of all Affiliate Assets on which ads are placed.
2.3.5 The Affiliate may not, whether directly or indirectly, engage in “Fraudulent Activity”, as determined by Adstract in its sole discretion. Fraudulent Activity includes any of the following activities:
2.3.6 Providing Adstract inaccurate or untruthful specifications, criteria or information concerning the Ad Inventory or the Affiliate Assets;
2.3.7 Masking or cloaking the Affiliate Assets’ URL, or employing any means to obscure or mislead as to the true source of traffic;
2.3.8 Inclusion in reports, bills or other materials counting of views by anything other than natural End Users viewing actually displayed Ads in the normal course of using any device, including non-human visitors (for example bots);
2.3.9 Generating automated, fraudulent or otherwise invalid impressions, inquiries, clicks or conversions, or artificially inflate impressions, clicks, or requests;
2.3.10 Distributing or facilitating the distribution of Malicious Code;
2.3.11 Changing the End User’s system or browser settings without the End User’s informed consent;
2.3.12 Employing any means to induce, encourage, incentivize or trick the End User into clicking on Ads (for example by placing arrows or text such as “Click here” next to an Ad), or employing any misleading, deceptive or inappropriate practices that may deceive End Users to click on Ads, including launching fake error messages, system flags or any other notifications, warning or alerts which mimic or simulate other systems or programs’ notifications.
2.4 Affiliate Assets deemed unsafe by reputable third party malware-detection or antivirus services, may be suspended without further notice, at Adstract’s sole discretion, until all user safety issues are addressed to the satisfaction of Adstract’s.
2.5 Affiliate must comply with all industry group guidelines that Affiliate claims to abide by (as well as any guidelines/principles that are required by the industry groups of which Affiliate is a member).
2.6 The Affiliate may not, whether directly or indirectly, engage in any of the following activities:
2.6.1 Modifying, editing or altering the Ads in any way, including but not limited to altering the properties of the Ads or resizing the Ads, without Adstract’s prior express permission;
2.6.2 Obscuring or interfering with the proper display of Ads. The Ad viewing space should be free from any viewability obstructions (for example overlays or logos), other than privacy compliance notifications (e.g. AdChoices icon), which masks or obstructs the Ad viewing experience. With respect to video Ads – the video Ad viewing space should be free from any item other than persistent player controls (e.g. play/pause, mute, skip ad) which masks or obstructs the video viewing experience.
2.6.3 Inclusion or counting of views of Ads that are not actually visible to the human eye, discernible to human senses or perceived by a human being (for example, for Ads shown in iframes, the iframe must allow the entire creative to be fully visible to the End User).
2.6.4 Infringe on any of the Advertiser’s proprietary rights (including but not limited to trademarks or copyrights) or Adstract’s proprietary rights, or any third party’s proprietary rights.
2.7 The Affiliate may load new Ads only when:
2.7.1 The End User navigates to a new page;
2.7.2 The current page is substantially updated with new content AND at least 1 minute has passed since the last refresh.
2.8 The Affiliate should clearly separate the Ads from other content on the Affiliate Assets.
2.9 Affiliate further agrees to: (i) be certified against the Interactive Advertising Bureau (IAB) Quality Assurance Guidelines, as may be periodically amended from time to time, or (ii) maintain an independent quality assurance vetting and auditing process and work to support such measures in order to prevent any Prohibited Content.
2.10 Creative Guidelines
2.10.1 Affiliate Assets should offer a value proposition to the users and substantially contain original content (for example, a substantial portion of the Affiliate Assets must be accessible without a login or user credentials).
2.11 Prohibited Content
2.11.1 Affiliate Assets must not feature or link to “Prohibited Content”, as determined by Adstract in its sole discretion. Prohibited Content includes any of the following:
· Sexually explicit or pornographic content;
· Any content that puts other people in harm, or condones violence, hatred, bigotry or discrimination against other persons or groups, based on any characteristic (for example ethnic origin, religion, nationality, disabilities, race, gender identity or sexual orientation);
· Any content that contains defamation, or condones bullying, intimidation, stalking or harassment against any person;
· Any disturbing or offensive content, including excessively profane, obscene or vulgar content, or any content that is primarily intended to be disrespectful or shocking;
· Extreme graphic or explicit violence, including the depiction of especially vivid, brutal and realistic acts of violence.
· Any content which promotes or facilitates illegal activities (for example unauthorized gambling, black-hat hacking, cracking, or warez), or any content that promotes the sale or consumption of illegal products (for example illegal drugs);
· Promotion of dangerous products (for example weapons or ammunition);
· Any content that infringes, or facilitates the infringement of other persons’ rights (for example privacy or publicity rights);
· Any content that infringes, or facilitates the infringement of intellectual property or copyrights;
· Any content that impersonates relationship or affiliation with other persons or organizations when it is not the case, or engages in any deceptive or misleading practices;
· Any content that introduces any security vulnerabilities or otherwise harm, limit or degrade the performance of other persons’ devices, software, hardware, equipment or data (for example distributing malware, viruses, worms, Trojan horses or other malicious software or scripts);
· Any content that includes promotion of any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.)
· Any content that is defamatory, libelous, unlawful or otherwise objectionable under the laws of the United States (for example, online gaming restrictions) and non-compliant with Adstract’s terms;
· Any participation in or transmission to inappropriate newsgroup postings or unsolicited e-mail (spam);
· Any illegal, false or deceptive investment advice and money-making opportunities;
· Affiliate Assets that are under construction or incomplete;
· Affiliate Assets that are “directed to children” under the age of 13, as that term is defined under the U.S. Children’s Online Privacy Protection Act and applicable regulations;
· Affiliate Assets that contain no other content other than the Ads or where the Ads comprise more than 50% of the content on the webpage or landing page;
· any type of content reasonable public consensus seems to be improper or inappropriate;
· contains any downloads of unlicensed materials, links to downloads of or otherwise promote the distribution of unlicensed materials such as movies, music, books etc., this includes torrent trackers, links to torrent sites or links to warez sites.
· contain personally identifiable information belonging to minors;
· Your Websites should reside at a top level domain name that You own or control. Sites hosted with Yahoo!, Blogspot, Geocities and the like will not be accepted.
2.12 Restricted Content
2.12.1 Special restrictions apply to the following restricted categories. If the Affiliate Assets feature or link to content which falls within any of these categories, it is required to notify Adstract:
· Significant unmoderated UGC (user-generated content) – meaning, Affiliate Assets that do not have a clear set of posted guidelines on what type of content is acceptable and do not take an active position in reviewing content for compliance with posted guidelines;
· Adult content (for example adult humor, sexual health or sale of prescription drugs, tobacco or alcohol);
· Proxy sites;
· Significant unmoderated UGC (user-generated content).