Advertiser Agreement - Terms and Conditions
Merchant Advertisers are required to accept this Agreement before account activation can occur. Please read the Agreement.
Summary. These Terms and Conditions apply to the insertion order, amendments, and contracts entered into by these parties. Throughout this agreement the binding agreements, amendments, and contracts will be referred to as the “contract”. These terms and conditions will be referred to as the “agreement”, and the party contracting with 411 Web Affiliate Network herein shall be referred to as the “Advertiser” or the “Merchant”. “Publisher” or “Affiliate” refers to the web site and publishing company that 411 Web Affiliate Network has contracted with to publish or post the advertising Contents on behalf of 411 Web Affiliate Network and the advertiser.
411 Web Affiliate Network reserves the right to change any conditions of this contract at any time. Merchants are responsible for complying with any changes to the Merchant Agreement within 10 business days from the date of change. 411 Web Affiliate Network will post any changes to this Agreement in the Merchant area of the 411 Web Affiliate Network Website.
1. Acceptance. This contract constitutes the rules, terms, and conditions of doing business with 411 Web Affiliate Network LLC and the 411 Web Affiliate Network affiliate program. These rules are in place to protect Advertisers/Merchants within our network. Acceptance of a Product or Merchant in the Network is subject to prior approval by the 411 Web Affiliate Network LLC (411 Web Affiliate Network) staff. 411 Web Affiliate Network reserves the right to refuse service to any new or existing Merchant, in its sole discretion, with or without cause. 411 Web Affiliate Network reserves the right to withhold approval of membership in the Network. 411 Web Affiliate Network reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Merchant or Website for any reason at any time, with or without notice to the Merchant and regardless of whether such Merchant or Website was previously accepted.
2. Representation. Merchant represents and warrants that: (1) it is the owner or is licensed to use market the product or service and or its entire contents and/or the subject matter contained in the Website; (2) the product offering does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling or trade disparagement; (3) the product offering does not contain any misrepresentation, or content that is defamatory or violates any rights of privacy or publicity; (4) Merchant is generally familiar with the nature of the Internet and will comply with all laws and regulations that may apply; and (5) the product offering does not and will not infringe any copyright, trademark, patent or other proprietary right. Merchant grants 411 Web Affiliate Network and its approved affiliates the right and license to transmit the Content to affiliates Websites, and opt-in emails.
3. Content. We do not accept any adult, pornographic, or sites that link to adult orientated material whatsoever. We DO NOT accept any sites that are of any Illegal nature--libelous or defamatory sites, hacking sites, software copying/piracy, hate, or racial hate sites. Should 411 Web Affiliate Network make payment and find that this payment was made to an agent through or as a result of illegal or fraudulent action by the agent, we reserve the right to stop payment on the check and we may also take civil or criminal action against the company or individual. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither 411 Web Affiliate Network nor Merchant shall hold itself out as the agent of the other, except for that specified in this Agreement.
4. Deposit (public). Merchants agree to make an initial deposit of $5000 US Dollars. Merhcants that pay by check will not be activated at least until payment has cleared. This payment is a deposit for the agreed upon commission or bounty. Each sale that is tracked through the 411 Web Affiliate Network system will be automatically deducted from the deposit. During the campaign 411 Web Affiliate Network has the right to give notification of a minimum threshold (usually 20-35% of Deposit). Notification will be sent via e-mail to Merchant primary e-mail account informing Merchant of the need to deposit more funds in order to perpetuate the campaign. If the account reaches a shut off amount specified by 411 Web Affiliate Network, 411 Web Affiliate Network reserves the right to remove Merchant offer from the network. If the merchant chooses to close their account the remaining balance in their account will be refunded no less than 60 days after termination date. Any set up fees or costs specified in the contract will not be refunded.
5. Distribution. The merchant agrees and understands that advertising contents will appear on 411 Web Affiliate Network’s Network of contracted publisher’s site and their distribution networks. The Advertiser is irrevocably granting the right to distribute and publish the Advertising Contents to contracted sites and their partners and affiliate distribution networks. Therefore, the distribution network may change during the course of the contract. A change of distribution may occur without any notice given to the advertiser. We reserve the right to enroll or suspend any publishing or affiliate partners with or without notice to the merchants.
6. Affiliate Agents. The affiliates are agents and independent contractors. 411 Web Affiliate Network owners do not provide any legal, accounting, or professional advice. The agent is responsible for the agent’s company and/or individual tax obligations. The agent is not an employee, partner, shareholder, or director of the 411 Web Affiliate Network program, and shall not enter into any agreement on behalf of the 411 Web Affiliate Network. Nor shall 411 Web Affiliate Network be held responsible for the actions of the agents.
7. Public Release. 411 Web Affiliate Network shall not release any information regarding Campaigns, Creatives, or Merchants relationship with 411 Web Affiliate Network or its customers, including, without limitation, in press releases or promotional or merchandising materials, without the prior written consent of merchants. However, 411 Web Affiliate Network shall have the right to reference and refer to its work for, and relationship with, Merchant for marketing and promotional purposes with affiliate publisher and prospective publishers.
8. Advertising. 411 Web Affiliate Network will provide all marketing material to agent on behalf of the merchant. Code will be placed on the post transaction page of the merchant. Under no circumstances should the Merchant modify the marketing material or tracking tags/code on the post-transaction page provided unless otherwise noted. If the code is altered, removed, or not served due to fraud, mistake, or any reason, the historical average click thru rate and average conversion rate plus a 10% penalty will be applied to the traffic delivered in order to assign the amount due to 411 Web Affiliate Network.
411 Web Affiliate Network makes no warranties, guarantees, or representations regards the revenue or profit an agent or merchant can make from the 411 Web Affiliate Network program. 411 Web Affiliate Network program makes no guarantees or representations regarding any information contained in any promotional material or oral communications made by any 411 Web Affiliate Network representative, its employees, or agents.
9. Email Distribution. The affiliate agent is required to adhere to the all legal email Compliance and CAN SPAM ACT legislation. The affiliate agent is strictly prohibited from sending bulk Unsolicited or Unauthorized Email to individuals. As used in this agreement (a) the "411 Web Affiliate Network Service(s)" shall mean any offer, advertisement, or product being represented or brokered through the 411 Web Affiliate Network network and (b) the term "you" shall refer to you, your agents, affiliates, and representatives.
Merchants are required to keep central opt out lists and supply current opt out lists to 411 Web Affiliate Network at least weekly. The format must be approved by 411 Web Affiliate Network prior to campaign launch. It is the merchant’s duty to supply the list to 411 Web Affiliate Network, without solicitation.
10. Term. If the term of this contract is not specified in writing prior this agreement’s commencement, then the contract shall continue indefinitely until 30 days from the receipt of written cancellation. Either party may cancel the agreement after the first 30 days, (i) unless the contract specifies otherwise, (ii) contracted delivery is complete, (iii) one party creates a material breach which is uncured for at least 30 days, (iv) either party become insolvent or bankrupt, (v) any other valid invoice is not paid within the time specified on the invoice. Upon receipt of written cancellation notice, 411 Web Affiliate Network must cease the perpetuation of publicizing the relevant advertising contents within the time period specified in the contract. If an out-clause is not specified on the contract, 411 Web Affiliate Network must cease the publication of contract 30 days after receipt of specific written notice.
11. Billing, Payment, Credit. A $5000 deposit is required prior to launch, the deposit will be applied to the actual contracted traffic or sales or leads received. It may be necessary to replenish the deposit prior to the perpetuation of the campaign. If for any reason 411 Web Affiliate Network exercises its right to terminate the publication of advertisements, any remaining funds after campaign costs and set up fees will be refunded.
Billing is based upon the numbers of the third-party tracking company, Nami Media. In case of discrepancy, Nami media’s numbers will be used for billing purposes. 411 Web Affiliate Network reserves the right to adjust numbers prior to invoicing in the event of fraud, robotic clicks, or technical error. For all forms of payment other than credit card, there may be up to a 14-day delay in depositing funds into the advertiser's account or issuing payment.
12. Tracking and Traffic Audits. For purposes of reporting, all sales shall be based upon one of three methods of measurement and shall be defined as follows unless otherwise documented in surrounding agreement.
i. Cost Per Sale (cps) - campaign measured by the number of transactions made by consumers for a campaign’s designated product(s). The transaction or sale will constitute a single conversion or sale regardless of the number of items purchased and will only be applied to the products which have a specified bounty or payout in the affiliate system.
ii. Cost Per Lead (cpl) - campaign measured by the number of sign ups or transfer of information made by consumers for campaigns designated offering or information sign up. The transaction or sale will constitute a single conversion or sale regardless of the number of times the same user transfers information. The Merchant will only be allowed to question the legitimacy of the leads for 5 days following the consumer’s submission. All disputed leads must have a transaction id transmitted in the post transaction tag at the time the consumer submits the form. Also, the information submitted must be supplied to 411 Web Affiliate Network within the 5 days so that adjustment and correlation can be made.
iii. Revenue Share – campaign measured by the amount consumers spend in transactions created from a particular campaign. Rev Shares will be based upon the total charged to the consumer less shipping and tax unless specified in other written documentation prior to the commencement of the agreement.
13. Code. 411 Web Affiliate Network codes must be not be modified from original format without consent from 411 Web Affiliate Network. Merchant agrees to use the 411 Web Affiliate Network code provided for impression, click, lead, or sale tracking. Merchant cannot alter, copy, modify, take, sell, reuse, or divulge any 411 Web Affiliate Network computer code. The merchant also agrees not to engage in any reverse engineering of any technology 411 Web Affiliate Network is using or owns.
Merchant agrees NEVER to remove 411 Web Affiliate Network tracking codes from the Merchant website or confirmation page without giving 411 Web Affiliate Network 30 day written notice of cancellation upon which full payment of account if any shall be due.
14. Banking and Processing. Merchants are responsible for maintaining the correct payment information associated with each individual order generated by 411 Web Affiliate Network and or its affiliates. 411 Web Affiliate Network is not responsible for returns, merchant account charge backs and any complaint that may occur as a result of consumer fraud or dissatisfaction with Merchant product or service. Merchants are also responsible for insuring that the post-transaction tags are not shown when non legitimate transactions are processed (with the exception of 411 Web Affiliate Network authorized tests). Leads or Sales with incorrect information including incorrect credit card numbers must not display and populate the 411 Web Affiliate Network tracking tag. If the tag is displayed and/or populated on a non valid sale, 411 Web Affiliate Network is due the agreed bounty, payout, or revenue share.
15. Disputes. Merchant disagrees with any such calculation, a written request should be sent immediately to 411 Web Affiliate Network. 411 Web Affiliate Network will provide Merchant with an explanation or adjustment of the numbers which shall be final and binding. Merchant must report any disputes within 10 days after the end of the previous month (except in Cost Per Lead Campaigns – See Section 12).
411 Web Affiliate Network shall have the sole responsibility for calculation of Merchant earnings, including Impressions and click through numbers, leads, and sales. In the event Merchant disagrees with any such calculation, a written request should be sent immediately to 411 Web Affiliate Network. 411 Web Affiliate Network will provide Merchant with an explanation or adjustment of the numbers which shall be final and binding. Merchant must report any disputes within 10 days after the end of the previous month. Merchant agrees to provide any requested database or reporting information with 10 days of request to 411 Web Affiliate Network when requested for any dispute resolution.
16. Fraud. 411 Web Affiliate Network shall maintain software a fraud control system, which monitors all agents’ and merchants sites constantly, for compliance including false registration. 411 Web Affiliate Network will verify all sites for legitimacy. 411 Web Affiliate Network has the right to conduct sales, leads, conversions, or transaction periodically to insure code placed properly. Any company or Individual that alters or tries to alter traffic counts, revenue, sales, or conversions by any means including the use of any devise or robot or program will be reported to the appropriate authorities for fraud. The Merchant will also be immediately disqualified from future participation or access to the 411 Web Affiliate Network Affiliate System. The Merchant in violation will also be immediately disqualified for any funds owed.
17. Credit Card Payment. If a credit card is given for initial deposit and prepayment is specified in the terms of the contract, the advertiser authorizes 411 Web Affiliate Network to charge their credit card to replenish the deposit in the amount of the initial deposit. 411 Web Affiliate Network has reserved the right to impose daily, weekly and monthly limits on the amount that the advertisers can charge to their credit card, as specified in the contract or by writing during fulfillment of the contract.
18. Refunds. Merchant agrees that after the execution of this contract no refunds will be given.
19. Online Account. Merchant will be given access to password protected reporting to their campaign delivery upon request. 411 Web Affiliate Network will take reasonable means to insure the security of the information throughout the affiliate system. 411 Web Affiliate Network is not responsible for any information distribution as the result neglect on the agent’s part.
20. Indemnification. Merchant agrees to indemnify, defend and hold harmless 411 Web Affiliate Network, and its partners, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorney's fees, arising from any third-party claim, demand, action or proceeding, if resulting from or arising out of any alleged violation of this agreement or any alleged violation of any rights of others or resulting from or arising out of the service or Merchant's use thereof or listing therein or the acceptance or rejection of the site submitted by Merchant. 411 Web Affiliate Network has the right (but not the obligation), at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Merchant, which shall not otherwise excuse Merchant's indemnity obligations.
21. Limitation of Liability. Under no circumstances will 411 Web Affiliate Network be liable to the agent by contract or tort or law for incidental, consequential, or special damages, even if the damages are foreseeable, if the damages exceed the total amount of this contract.
22. Applicability. In This Agreement, including all attachments which are incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes and replaces all prior and contemporaneous understandings or agreements, written or oral, regarding such subject matter. Applicable sections shall survive expiration or early termination of this Agreement. Nothing in this Agreement shall be deemed to create a partnership or joint venture between the parties and neither 411 Web Affiliate Network nor Merchant shall hold itself out as the agent of the other, except for that specified in this Agreement. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Headings used in this Agreement are for ease of reference only and shall not be used to interpret any aspect of this Agreement. In addition to terms that are negotiated and documented separately from this Agreement, terms that are automatically generated through the interactive use of the 411 Web Affiliate Network website, Merchant interfaces are explicitly bound by this Agreement.
25. Data Usage. Merchant acknowledges and agrees that 411 Web Affiliate Network may use the information about Merchant on its servers and any registration information submitted by Merchant in aggregate form for research and product development, marketing, or other promotional purposes. Merchant hereby agrees that 411 Web Affiliate Network has the right (but not the obligation) to disclose any such information if 411 Web Affiliate Network believes such disclosure is needed to comply with the law or legal process or to protect the rights and interests of 411 Web Affiliate Network or others, including to enforce this Agreement. 411 Web Affiliate Network will have the right to change any portion of its privacy statement at anytime so long as notice is given of the change at least 10 days prior to the revision. Merchant shall support 411 Web Affiliate Network’s commitment to protect the privacy of the online community; such commitment is set forth in 411 Web Affiliate Network’s Privacy Statement.
26. Governing Law and Venue. THIS AGREEMENT AND THE PARTIES' RELATIONSHIP WILL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. THE VENUE FOR ANY ACTION, SUIT OR PROCEEDING ARISING FROM OR BASED UPON THIS AGREEMENT OR ANY ASPECT OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, APPLICANT'S USE OF OR INABILITY TO USE THE SERVICE OR ACCEPTANCE, REJECTION OR REMOVAL OF APPLICANT'S SUGGESTED SITE, SHALL BE THE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF CALIFORNIA. ACCORDINGLY, THE MERCHANT AND 411 WEB AFFILIATE NETWORK AGREE THAT ANY ACTION, SUIT OR PROCEEDING ARISING FROM OR BASED UPON THIS AGREEMENT SHALL BE COMMENCED IN AND DETERMINED BY THOSE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF CALIFORNIA. AGENT AND 411 WEB AFFILIATE NETWORK ARE BOUND TO THE JURISDICTION OF THE APPROPRIATE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF CALIFORNIA.
27. Provision Solely for Agencies. In addition to the general terms and conditions of this contract, the following provisions shall apply only to Merchants who are acting as an Agency for the purposes of this agreement: Unless amended to this contract, 411 Web Affiliate Network holds the Agency responsible for any payments due as the result of this contract.