AFFILIATE TERMS AND CONDITIONS
These terms and conditions govern your participation as a member (the "Affiliate") of the ITV Affiliate Network (the "NETWORK"). The Affiliate covenants and agrees to be bound by this Agreement as amended by NETWORK from time to time.
1. DEFINITIONS
1.1 "Offer" means a promotional offer published by NETWORK.
1.2 "Sub-Affiliate" means an independent third party contracted by the Affiliate.
2. THE NETWORK
2.1 NETWORK will permit the Affiliate to promote NETWORK offers, subject to compliance with the terms and conditions in this Agreement and other policies established by NETWORK from time to time and incorporated by reference in this Agreement.
2.2 Affiliate will be issued a unique username and password to access NETWORK, which is not permitted to be used by any person other than Affiliate.
2.3 The Affiliate may engage Sub-Affiliates to distribute Offers, provided that:
2.3.1 a verifiable name, address and telephone number for each Sub-Affiliate is obtained by Affiliate; and
2.3.2 the proposed Sub-Affiliate agrees to abide by this Agreement and any other NETWORK Policies as amended from time to time.
2.4 Any breach by a Sub-Affiliate of this Agreement will be deemed to be a breach of this Agreement by Affiliate.
2.5 It is expressly agreed that the parties intend by this Agreement to establish a relationship between NETWORK and Affiliate, but that it is not the intention of either party to undertake a joint venture or to make Affiliate in any sense an agent, employee, or partner of NETWORK. The parties expressly agree that they are independent contractors, and that this Agreement does not in any way create a partnership as contemplated by the Partnership Act, R.S.B.C. 1996, c.348, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever.
2.6 It is further agreed that Affiliate has no authority to create or assume in NETWORK's name or on its behalf any obligation, express or implied, or to act or purport to act as its agent or representative for any purpose whatsoever and Affiliate shall not hold itself out as having any such authority.
3. OFFER
3.1 Offers will be posted to the NETWORK's website.
3.2 NETWORK grants the Affiliate a limited, revocable, non-exclusive, non-transferable right to promote NETWORK's Offers and to publish the same on Affiliate's websites and in electronic mail correspondence sent by the Affiliate, all of which must be done in accordance with this Agreement.
3.3 Affiliate agrees not to modify, alter, misrepresent or embellish the Offer or any part of the Offer including without limitation any text or images provided by or on behalf of NETWORK in any way, directly or indirectly, without the express prior written consent of NETWORK.
4. COMPENSATION
4.1 NETWORK will pay to Affiliate a commission (the "Commission"), calculated in accordance with the payment terms outlined in each Offer posted by NETWORK on the NETWORK's website.
4.2 Commissions are only payable on orders that are able to be processed.
4.3 In the even an order is unable to be processed, NETWORK will notify affiliate no more than 7 business days after the month in which the order was taken.
4.4 Fraudulent orders are not commissionable.
4.5 NETWORK reserves the right to manually audit all orders for authenticity. In the event an order cannot be verified, NETWORK reserves the right to not pay a commission on that order.
4.6 Affiliate is encouraged to invoice NETWORK monthly. Commissions will be paid to the Affiliate monthly in Net 30.
4.7 If Affiliate is a U.S. resident, Affiliate account must have a unique, valid taxpayer identification number (TIN) or valid Social Security Number (SSN) associated with it. Affiliate must have a valid, completed Form W8 or Form W9 on file with NETWORK, and NETWORK shall have no obligation to pay Affiliate until the appropriate form is filed with NETWORK.
4.8 Commissions due and payable by NETWORK to an Affiliate will not accrue interest.
4.9 Payments to an Affiliate in accordance with this Section will be based upon the records kept by NETWORK.
4.10 All Commissions will be paid in US dollars.
5. FRAUD
5.1 Affiliate must not promote any of NETWORK's Offers using fraudulent means.� "Fraudulent means" include, but are not limited to:
5.1.1 Submitting false customer information and/or credit card data on any of NETWORK's Offers;
5.1.2 Submitting stolen customer information and/or credit card data on any of NETWORK's Offers;
5.1.3 Activity which is directly or indirectly is intended to inflate the Commissions payable to Affiliate;
5.1.4 The generation of actions other than by a mechanism approved by NETWORK;
5.1.5 Using "impression spam," the frequent or automated searching of a search term used to reduce competitor's click-thru rates on their advertisements, in conjunction with paid search campaigns;
5.1.6 Altering the creative materials provided by NETWORK in any way, unless authorized in writing by NETWORK;
5.1.7 Any illegal activity whatsoever, under the laws and treaties of the United States, any of its states or localities, or under the laws of any nation who has reciprocal treaty rights with the United States for the enforcement of its laws or judgments relating to those laws.
5.2 NETWORK actively monitors its Offers for fraudulent activity using a combination of its proprietary software, third party monitoring services, and its Compliance department. NETWORK will freeze Affiliate's account and prohibit Affiliate access to that account (including a suspension of its payment obligations to Affiliate) pending the conclusion of its investigation if NETWORK determines, in its sole discretion, that Affiliate is acting in a manner which NETWORK considers to be fraudulent. NETWORK may, but will not be obligated to, suspend or terminate this Agreement and block all Affiliate's links, without notice.
5.3 In the event of a suspension or termination in accordance with paragraph 5.2 above, any Commission due and payable to the Affiliate in accordance with Section 4 at the time of suspension or termination will be deemed to be forfeited.
6. OTHER PROHIBITED CONDUCT
6.1 Affiliate must not promote any of NETWORK's Offers using paid search on any of the Offers' trademarked terms. For clarity, this would include any of the products names and parent company names (e.g. "Bottle Tops" and "Telebrands").
6.2 Affiliate advertising for the Programs must not include any of the following:
6.2.1 A site that exclusively offers incentives to users to click on ads and/or place orders.
6.2.2 A site that includes spawning process pop-ups or that causes more than one pop-up window to appear;
6.2.3 Content or material including, but not limited to:
a. Racial, ethnic, political, religious, gender, or lifestyle hate-mongering or otherwise objectionable content;
b. Investment, money-making opportunities or advice not permitted under law;
c. Gratuitous violence or profanity;
d. Material that defames, abuses, or threatens or urges physical harm to others;
e. Promotion of illegal substances or activities such as illegal online gambling, how to build a bomb, counterfeiting money, etc.;
f. Software or other media pirating (e.g., Warez, Hotline);
g. Hacking, spoofing, phishing or Phreaking;
6.2.4 Any spoofing, redirecting, or trafficking from or to adult-related websites in an effort to gain traffic;
6.2.5 Use of any spyware or malware or any program that generates new browser windows or tabs based on behavioral profiles, except to the extent such use is expressly approved in writing by NETWORK; or
6.2.6 Email messages that constitute Unsolicited Commercial Email. Unsolicited Commercial Email includes all email so defined by the laws of the United States or any of the several states. Unsolicited Commercial Email also includes email messages with fraudulent or deceptive "from" or "subject" lines (including the alteration of "from" or "subject" lines where the NETWORK terms set forth "from" and "subject" lines to be used), fraudulent or deceptive headers, or fraudulent or deceptive initiating-IP addresses. In the event that NETWORK suspects that Affiliate may have sent an email that violates any of these laws or NETWORK's policies regarding Unsolicited Commercial Email, Affiliate agrees to cooperate fully with NETWORK's investigation, and to send NETWORK all information relevant to the investigation that it requests within twenty-four (24) hours of the sending of the request by NETWORK.
7. COVENANTS, REPRESETATIONS AND WARRANTIES
7.1 Affiliate represents and warrants that:
7.1.1 Affiliate has the authority and capacity to enter into and to be bound by this Agreement;
7.1.2 To the best of Affiliate's knowledge, there are no existing, pending or threatened claims or actions pending against Affiliate;
7.1.3 None of Affiliate's websites contain false or deceptive advertising or any machine readable code including without limitation any virus, Trojan horse, work or other self-executing Network;
7.1.4 Affiliate owns or have the legal right to use and distribute all content, copyrighted material, products, and services displayed on or through its website or websites and in its electronic mail; and
7.1.5 Affiliate is not now a party to any agreement or business relationship which may conflict with this Agreement.
7.2 Affiliate covenants and agrees that:
7.2.1 Affiliate will, at all times, comply with all laws applicable in the jurisdiction where Affiliate is situated or where Affiliate directly or indirectly conducts its business;
7.2.2 Affiliate will, at all times, comply with the terms of this Agreement, and any other NETWORK policies
7.2.3 Affiliate will at all times comply with the provisions of the CAN-SPAM Act of 2003, as amended or replaced, from time to time;
7.2.4 Affiliatewill be responsible for the development, operation and maintenance of its website or websites and electronic mail, including without limitation the technical operation thereof, the creation, publication and accuracy of any content published on any such website or websites or in any electronic mail;
7.2.5 Affiliate will not attempt in any way to alter, modify, eliminate, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules or other data provided by or obtained from NETWORK;
7.2.6 Affiliate will not "frame" or "mirror" any part of any pages hosted by the NETWORK unless expressly permitted by NETWORK;
7.2.7 Affiliate assumes responsibility for its Sub-Affiliate's actions with regard to NETWORK's Offers under this Agreement;
7.2.8 Affiliate will not alter any website or electronic mail content provided by NETWORK unless expressly agreed to by NETWORK; and
7.2.9 Affiliate will, at all times and from time to time provide NETWORK with written confirmation of a valid address, telephone number, electronic mail address and such other identifying or financial information as NETWORK may reasonably require.
8. INDEMNIFICATION
8.1 Affiliate covenants and agrees to indemnify and hold harmless NETWORK, its parent company and its respective directors, officers, and employees (collectively, the "Indemnified Group") from and against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, arising out of any breach of this Agreement or the exercise by Affiliate of any right under this Agreement or any act or omission of Affiliate, a Sub-Affiliate or anyone for whom Affiliate is in law responsible, including without limitation any damages, losses, consequential or otherwise, arising in any manner (including those arising from or incidental to any liability or other lawsuit, claim, demand or other action brought) as a consequence of any act or omission of Affiliate or any person for whom Affiliate is in law responsible, whether or not the Indemnified Group or any of them are named as a party defendant in any such proceedings and whether or not the Indemnified Group or any of them are alleged to be negligent or otherwise responsible for any damage or injury to persons or property. The obligation of Affiliate to defend and indemnify as set out in this paragraph will survive termination of this Agreement for any reason and will not be otherwise limited by any other term or condition of this or any Agreement.
9. DISCLOSURE OF INFORMATION
9.1 NETWORK or its directors, may, from time to time, disclose to Affiliate certain information relating to NETWORK's business or to NETWORK's customers, clients, affiliates, subsidiaries, Affiliates, agents, or employees; business and marketing plans, strategies and methods which may not be standard industry practice or which are not generally known in the industry (all collectively referred to as the "Confidential Information").
9.2 Unless expressly authorized in writing by NETWORK, Affiliate covenants and agrees that no Confidential Information will be disclosed to any third party, affiliate, subsidiary, Sub-Affiliate, agent, or employee of Affiliate without the prior written consent of NETWORK.
9.3 Affiliate acknowledges that NETWORK remains the sole and exclusive owner of all right, title and interest in and to the Confidential Information. Affiliate agrees that the Confidential Information will not be copied or otherwise reproduced without the express prior written consent of NETWORK.
9.4 Affiliate acknowledges and agrees that that any breach of this Section would cause irreparable harm to NETWORK for which damages might not be an adequate remedy, and Affiliate therefore agrees that in the event of any such breach NETWORK will be entitled to seek, in addition to any other right accruing to NETWORK under this Agreement or otherwise in law or equity, injunctive relief against Affiliate without the necessity of proving actual damages; and notwithstanding any other provision of this Agreement, this Section shall survive the termination of this Agreement, however caused.
9.5 Affiliate agrees to indemnify and hold harmless NETWORK against any and all loss, costs or expenses, inclusive of court costs and legal fees on a solicitor and own Advertiser basis, which NETWORK may incur as the direct or indirect result of any unauthorized disclosure of the Confidential Information by Affiliate or any person for whom the Affiliate is responsible, in law.
10. NON-COMPETITION
10.1 During the term of this Agreement and for a period of six (6) months thereafter, Affiliate will not, directly or indirectly: (1) solicit or attempt to solicit, work away from NETWORK; (2) directly or indirectly enter into any agreement or contract, written or otherwise, with any client of NETWORK which might compete with any services provided by NETWORK to that client.
11. DISCLAIMER AND LIMITATION OF LIABILITY
11.1 NETWORK disclaims all warranties, conditions, representations, indemnities and guarantees with respect to any matter related to this Agreement, whether express or implied (including without limitation any warranty of profitability, satisfactory quality, merchantability, fitness for any particular purpose, title and non-infringement).
11.2 Notwithstanding any other provision of this Agreement, NETWORK additionally disclaims all obligations and liabilities on the part of NETWORK and those for whom it is in law responsible for any damages, including, but not limited to, indirect, special, and consequential damages, attorneys' and experts' fees, and court costs (even if NETWORK has been advised of the possibility of such damages, fees or costs), arising out of or in connection with this Agreement.
11.3 In no circumstance will NETWORK be liable to Affiliate for any consequential, indirect, special, punitive or incidental damages or lost profits of Affiliate or the Affiliate's successors or assigns (including without limitation claims for loss of goodwill, use of or reliance on the services provided hereunder, stoppage of other work or impairment of other assets) arising out of breach or failure of express or implied warranty, breach of contract, misrepresentation, negligence, strict liability in tort or otherwise. Without limiting the foregoing, NETWORK will not be liable for any failure or delay resulting from any governmental action, fire, flood, insurrection, earthquake, power failure, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slowdown, actions or inaction of Affiliate or third parties, Affiliate's equipment or software and/or any third party equipment or any other condition affecting production or delivery in any manner beyond the control of NETWORK.
12. TERMINATION
12.1 NETWORK may terminate this Agreement, at any time, on forty-eight (48) hours Notice to the Affiliate. Affiliate may terminate this Agreement, at any time.
12.2 Notwithstanding termination of this Agreement for any reason, the Affiliate covenants and agrees that it will continue to be bound by the terms and conditions set out in surviving sections (7,8,9,10,11)of this Agreement.
13. GENERAL
13.1 The Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of the State of California. Affiliate agrees to the exclusive jurisdiction of the Los Angeles County California with respect to any dispute arising as a direct or indirect consequence of this Agreement.
13.2 NETWORK may assign this Agreement without Affiliate's prior consent. Affiliate may not assign this Agreement without the express written consent of NETWORK.
13.3 From time to time, NETWORK may amend, supplement or replace this Agreement or other NETWORK policies in part or in whole, on Notice to the Affiliate of not less than five (5) business days. If within five (5) days following Notice of such amendment, supplement or replacement the Affiliate has not terminated this Agreement, the Affiliate will be deemed to have consented to the same.
13.4 Any notice or other communication ("Notice") permitted or required by this Agreement will be in writing and given by personal delivery or transmitted by facsimile or electronic mail to the receiving party at the address on the contact form of the NETWORK's website which shall be kept updated by Affiliate. Any such Notice will be deemed to have been received on the date on which it was transmitted by facsimile or delivered.
13.5 No term or condition of this Agreement will be deemed waived and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by NETWORK.
13.6 In the event that any term, covenant or condition of this Agreement is declared indefinite, invalid, illegal or unenforceable by a court having jurisdiction then this Agreement with respect to the remaining terms, covenants or conditions will continue in force.
13.7 This Agreement will inure to the benefit of and be binding upon the respective successors, heirs and assigns of both NETWORK and the Affiliate.
13.8 This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement, supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written.
The basics:
Send us orders and we pay you commissions on a CPA basis.
We pay you monthly in Net 30
We have zero tolerance for fraud. We monitor this actively.
NO PPC on trademarked terms/brand names
NO PPV over our URL or official URLs
NO incentivized traffic
NO co-reg paths
NO host and post
We pay you for orders which go through, if an order cannot be processed we tell you no later than 7 days after the month in which the order was delivered.
