Affiliate Agreement - Terms and Conditions
Preface: This contract constitutes the rules, terms, and conditions of doing business with 411 Web Affiliate Network and the 411 Web Affiliate Network affiliate program. These rules are in place to protect clients/advertisers within our network. Should there be any violation of these terms and conditions of business we reserve the right to suspend or cancel any account with no payment being made to such account. This is not negotiable.
1. Summary. The General 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 “Agent”. “Publisher” 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. 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.
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.
2. Distribution. The affiliate agent agrees and understands that advertising contents will appear on the contracted publisher’s site and their distribution network, including partners and affiliates. 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 suspend any down stream partners.
3. Affiliate Agents. The agent is an independent contractor. 411 Web Affiliate Network owners shall not provide any legal, accounting, or professional advice. The agent is responsible for the agents (company 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.
4. Public Release. Publishers 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 411 Web Affiliate Network. 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.
5. Advertising. 411 Web Affiliate Network will provide all marketing material to agent on behalf of the client. Under no circumstances should you modify the marketing material provided to you unless otherwise noted. 411 Web Affiliate Network makes no warranties, guarantees, or representations regards the revenue or profit a agent can make from the 411 Web Affiliate Network program. The 411 Web Affiliate Network .com 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. The agents assure that it has not relied upon any oral or written information provide by the 411 Web Affiliate Network. Like any business the success of the program is very much in the hands of the agent to promote and expose their website to generate sufficient traffic to their site or advertisements to generate sales, clicks and whatever id required to generate income for the agent.
6. 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.
By accepting this electronic agreement and continuing to promote the offers at 411 Web Affiliate Network, agent agree, in consideration for our willingness to continue allowing your distribution of e-mails promoting the 411 Web Affiliate Network advertisements, that at all times during which agent distribute any e-mails promoting the 411 Web Affiliate Network advertisements that agent will comply with all applicable laws relating thereto and adhere to the following obligations:
a) agent shall distribute such e-mails only to those recipients who have expressly agreed directly with you, in advance, to receive such transmissions from agent (i.e., "opted-in")
b) e-mails promoting 411 Web Affiliate Network advertisements shall not contain or include a falsified sender domain name or non-responsive IP address;
c) e-mails promoting the 411 Web Affiliate Network advertisements shall not contain or include a false or misleading subject line that attempts to disguise or conceal the content of the e-mail;
d) all e-mails shall contain or include valid and responsive contact information of the sender, list manager or list owner; This includes your physical address and optionally your phone number.
e) no e-mails promoting 411 Web Affiliate Network advertisements shall be sent for the purpose (but not necessarily the sole purpose) of harvesting the e-mail addresses in order to send future unsolicited e-mails;
f) agent shall process any and all opt-out requests within 5 business days, or less of the request and shall maintain electronic or tangible records evidencing the removal of such e-mails from your lists for verification by 411 Web Affiliate Network .
g) agent shall be permitted to use brokers or third parties to deliver e-mails only if each acts in compliance with the terms of this Agreement, agrees to fully and completely indemnify agent and 411 Web Affiliate Network for all damages arising from their breach of any of the obligations set forth herein and agent have the ability to terminate distribution with or procurement by any such third party on not more than 24 hours notice. Agent shall be solely responsible for any breach of these obligations by any such third party;
h) every e-mail promoting 411 Web Affiliate Network advertisements shall contain a functioning return electronic mail address or other Internet-based mechanism clearly displayed that a recipient may use to submit in a manner specified in the message a reply electronic mail message or other form of Internet-based communication requesting not to receive future e-mail messages from you;
i) every e-mail sent by your or by any broker on your behalf shall include a valid physical postal address of the entity principally responsible for sending the e-mail communication and such other parties as 411 Web Affiliate Network may notify agent it reasonably deems are necessary in order to remain in compliance with applicable laws;
j) Unless otherwise directed by 411 Web Affiliate Network in writing, agent shall not use 411 Web Affiliate Network , or it's represented advertisers names (including any abbreviation thereof) or any trademark, trade name, service mark, logo or other 411 Web Affiliate Network identifying information in the originating or return e-mail address line, header or subject line of any e-mail transmission and that all e-mail transmissions shall contain language in the body and both the "from" line as well as the "re:" line that clearly announces that the offer embedded in the e-mail is being sent by agent for the benefit of your users.
k) 411 Web Affiliate Network will review and post each advertisement (including all graphics and copy) of e-mail creatives prior to distribution and agent shall not modify such message without the prior written consent of 411 Web Affiliate Network .
l) upon notice from 411 Web Affiliate Network to agent requesting that agent terminate e-mail solicitations of one or more of the 411 Web Affiliate Network advertisements, agent shall immediately stop sending any e-mail solicitations promoting such 411 Web Affiliate Network advertisements.
m) in the event of any breach of this letter agreement by agent or and third party broker or licensee, 411 Web Affiliate Network shall, in addition to all other remedies available to it, have the right to refuse to make any payments to agent as a result of your promotional efforts that cannot be verified by agent as having complied with the terms and conditions hereof, and
n) agent shall indemnify, defend and hold 411 Web Affiliate Network harmless from any cost, expense or liability arising out of any breach or alleged breach of your obligations under this letter.
Agent acknowledge that agent are an independent contractor, and that nothing in this agreement or our business together shall create any form of partnership, agency relationship or joint venture. We acknowledge that agent retain control over all aspects of your business and except as specifically set forth herein, the manner in which agent transmit e-mail solicitation. Thus, except as set forth herein, agent retain control over inter alia the time, number, frequency and recipients of your e-solicitations and control over the personnel, equipment and methods used for the transmissions. 411 Web Affiliate Network is not requiring agent to send any e-mails under this agreement; provided however, in order to receive payment for any e-mail solicitations that agent send, agent must comply with the specific requirements set forth herein.
7. 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.
Public 8. 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 in accord with the terms of section 9 It may be necessary to replenish the deposit prior to the perpetuation of the campaign. If prepayment is specified in the contract then 411 Web Affiliate Network reserves the right to terminate the publication of advertisements if the cost of contracted advertising exceeds the amount of deposit, unless the deposit is replenished prior to depletion. 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 also reserves 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 an up to 14-day delay in depositing funds into the advertiser's account.
9. Tracking and Traffic Audits. For purposes of reporting all sales shall 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 campaigns 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. 411 Web Affiliate Network also has 30 days from the date of the lead to dispute the validity of its information. All leads must contain valid information to be considered legitimate. And legitimacy will be determined by 411 Web Affiliate Network’s review of submitted form data.
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.
We be considered a conversion the sale must be the proximate cause of the agents marketing efforts. Tracking conversions will be based upon cookies and/or IP address correlation. 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
10. Disputes. If Agent 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.
11. Fraud. 411 Web Affiliate Network maintains software a fraud control system, which monitors all agents’ sites constantly, for compliance including false registration. 411 Web Affiliate Network will verify all sites for legitimacy. Any company or Individual that alters or tries to alter traffic counts, revenue, sales, conversions, to inflate sales by any means including the use of any devise, or robot/program that alters will be reported to the appropriate authorities for fraud. The Agent will also be immediately disqualified from future participation or access to the 411 Web Affiliate Network Affiliate System. The Agent in violation will also be immediately disqualified for any funds owed.
12. 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. General term number seven and this credit card authorization only apply to campaign delivery that is not yet complete or is delivered and not yet billed.
13. Refunds. Agent agrees that after the execution of this contract no refunds will be given.
14. Online Account. Agent 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.
15. Indemnification. Agent 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 Agent's use thereof or listing therein or the acceptance or rejection of the site submitted by Agent. 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 Agent, which shall not otherwise excuse Agent's indemnity obligations.
16. Limitation of Liability. Under no circumstances 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.
17. Force Majeure. 411 Web Affiliate Network will not incur any liability to the agent on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences or causes beyond its reasonable control.
18. Data Usage. Agent acknowledges and agrees that 411 Web Affiliate Network may use the information about Agent on its servers and any registration information submitted by Agent in aggregate form for research and product development, marketing, or other promotional purposes. Agent 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.
19. 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, AGENT 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.
20. Provision Solely for Agencies. In addition to the general terms and conditions of this contract, the following provisions shall apply only to Agents 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.
21. Authority. The Agent hereby represents and warrants that the Agent is the authorized owner or representative of the site with sufficient authority to enter into this Agreement, and submit the advertising contents, for the web site(s) for which this contracted is entered. Agent represents and warrants that it has all power and means to enter and fulfill this agreement. It has all permits and rights to publish the advertising contents. The Agent also warrants that the Advertising Contents will not be advertised on sites or in conjunction with material that (i) contains harmful, hateful, or obscene material, (ii) violates any law, (iii) violates any copyright or trademark, (iv) makes false claims or could be considered false or misleading advertising.