Publisher Program Operating Agreement This Publisher Program Operating Agreement (the "Agreement") is made and entered into by and between Offer-Ads ("Offer-Ads" or "we"), and you, ("you" or "Publisher") the party submitting an application to become a Offer-Ads Publisher). The terms and conditions contained in this Agreement apply to your participation with Offer-Ads.com ("Publisher Program"). Each Publisher Program offer (an "Offer") may be for any offering by Offer-Ads or a third party (each such third party a "Client") and may link to a specific web site for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Publisher Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.
You must submit an Publisher Program application from our website. You must accurately complete the application to become an Publisher (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 Publisher Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.
Subject to our acceptance of you as an Publisher and your continued compliance with the terms and conditions of this Agreement, Offer-Ads agrees as follows:
Except as otherwise provided in this Agreement or with the consent of Offer-Ads, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our Publishers provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the Publisher Program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Publisher shall not use any information obtained from the Publisher Program to develop, enhance or operate a service that competes with the Publisher Program, or assist another party to do the same.
We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our web site through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Publisher Program and assisting in increasing sales through the Program Web Site. You may not alter, modify, manipulate or create derivative works of the Links or any Offer-Ads graphics, creative, copy or other materials owned by, or licensed to, Offer-Ads in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Publisher Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Offer-Ads's trademarks, service marks, copyrights, patents or trade secrets. You agree that Offer-Ads may use any suggestion, comment or recommendation you choose to provide to Offer-Ads without compensation. All rights not expressly granted in this Agreement are reserved by Offer-Ads.
This Agreement shall commence on the date of our approval of your Publisher Program application and shall continue thereafter until terminated as provided herein. You may terminate your participation in the Publisher Program at any time by removing all Links from your Media, deleting all copies of the Links. We may terminate your participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and delete all Links, plus all Offer-Ads or Client intellectual property, and will cease representing yourself as a Offer-Ads or Client Publisher for such one or more Offers. All rights to validly accrued payments, causes of action and any provisions, which by their terms are intended to survive termination, shall survive any termination.
In addition to any other rights and remedies available to us under this Agreement Offer-Ads reserves the right to delete any actions submitted through your Links and withhold and freeze any unpaid Commissions or charge back paid Commissions to your account if (i) Offer-Ads determines that you have violated this Agreement, (ii) Offer-Ads receives any complaints about your participation in the Publisher Program which Offer-Ads reasonably believes to violate this Agreement or (iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Publisher Program. Such withholding or freezing of Commissions, or charge backs for paid Commissions, shall be without regard as to whether or not such Commissions were earned as a result of such breach. In the event of a material breach of this Agreement, Offer-Ads reserves the right to disclose your identity and contact information to appropriate law enforcement or regulatory authorities or any third party that has been directly damaged by your actions.
You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the Publisher Program must include the appropriate party's opt-out link. From time to time, we may request - prior to your sending emails containing linking or referencing the Publisher Program that you submit the final version of your email to Offer-Ads for approval by sending it to your Offer-Ads representative and upon receiving written approval from Offer-Ads of your email the email may be transmitted to third parties.
It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon Offer-Ads's approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon Offer-Ads's approval.
Spam traffic of any kind is not allowed. This includes, but not limited to, SMS spam, social media spam, and mass messaging.
Publisher may not excessively post ("SPAM") Publisher links on any websites, social networks, or media outlets.
Publisher may not engage in any SMS/MMS ("text message") marketing without written approval.
Publisher agrees to indemnify and hold Offer-Ads, its Advertisers and their respective Publishers, employees, officers, agents, directors and representatives of "Offer-Ads Indemnified Parties" harmless from all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys' fees, costs related to in-house counsel time, court costs and witness fees) (collectively "Losses") arising out of or in connection with Offer-Ads use of the email list provided by Publisher (including, but not limited to alleged violations of the Can-Spam Act of 2003).
You are expressly prohibited from using any persons, means, devices or arrangements to commit fraud, violate any applicable law, interfere with other Publishers or falsify information in connection with referrals through the Links or the generation of Commissions or exceed your permitted access to the Publisher Program. Such acts include, but are in no way limited to, using automated means to increase the number of clicks through the Links or completion of any required information, using spyware, using stealware, cookie-stuffing and other deceptive acts or click-fraud. Offer-Ads shall make all determinations about fraudulent activity in its sole discretion.
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement. Subject to the other terms and conditions of this Agreement, Offer-Ads represents and warrants that it shall not knowingly violate any law, rule or regulation which is applicable to Offer-Ads's own business operations or Offer-Ads's proprietary products or services.
In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions of this Agreement at any time by providing you with a notification by email. The changes will become effective ten (10) business days after such notice. If the modifications are unacceptable to you, you may terminate this Agreement without penalty solely on the account of such termination within such ten (10) business day period. Your continued participation in this Publisher Program ten (10) business days after a change notice has been posted will constitute your acceptance of such change. In addition, Offer-Ads may change, suspend or discontinue any aspect of an Offer or Link or remove, alter, or modify any tags, text, graphic or banner ad in connection with a Link. Publisher agrees to promptly implement any request from Offer-Ads to remove, alter or modify any Link, graphic or banner ad that is being used by Publisher as part of the Publisher Program.
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently evaluated the desirability of participating in the Publisher Program and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement or on the Publisher Program.
Publisher hereby agrees to indemnify, defend and hold harmless Offer-Ads and Clients and their respective subsidiaries, Publishers, partners and licensors, directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including any representation, warranty, covenant, restriction or obligation made by Publisher herein, (ii) any misuse by Publisher, or by a party under the reasonable control of Publisher or obtaining access through Publisher, of the Links, Offers or Offer-Ads or Client intellectual property, or (iii) any claim related to your Media, including but not limited to, the content contained on such Media (except for the Links).
Offer-Ads hereby agrees to indemnify, defend and hold harmless Publisher and its subsidiaries, Publishers, partners, and their respective directors, officers, employees, owners and agents against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and costs) based on a claim that Offer-Ads is not authorized to provide you with the Links.
THE Publisher PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED TO Publisher "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, Offer-Ads EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Offer-Ads DOES NOT WARRANT THAT THE Publisher PROGRAM OR LINKS WILL MEET Publisher'S SPECIFIC REQUIREMENTS OR THAT THE OPERATION OF THE Publisher PROGRAM OR LINKS WILL BE COMPLETELY ERROR- FREE OR UNINTERRUPTED. Offer-Ads EXPRESSLY DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. Offer-Ads DOES NOT GUARANTEE THAT Publisher WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
IN NO EVENT SHALL Offer-Ads BE LIABLE FOR ANY UNAVAILABILITY OR INOPERABILITY OF THE LINKS, PROGRAM WEB SITES, TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND BEYOND THE REASONABLE CONTROL OF Offer-Ads. IN NO EVENT WILL Offer-Ads BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT Offer-Ads HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. Offer-Ads'S CUMULATIVE LIABILITY TO Publisher, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO Publisher BY Offer-Ads IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
Publisher shall be responsible for the payment of all attorneys fees and expenses incurred by Offer-Ads to enforce the terms of this Agreement. This Agreement contains the entire agreement between Offer-Ads and Publisher with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral. Publisher agrees that Offer-Ads shall not be subject to or bound by any Publisher insertion order or online terms and conditions that amend, conflict with or supplement this Agreement, regardless of whether Offer-Ads "clicks through" or otherwise indicates its acceptance thereof. Publisher may not assign all or any part of this Agreement without Offer-Ads's prior written consent. Offer-Ads may assign this Agreement at any time with notice to Publisher. This Agreement will be binding on and will inure to the benefit of the legal representatives, successors and valid assigns of the parties hereto. The provisions of Section 3, 4(b), 6, 7, 8, 12-15 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the "Modifications" section above, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this Agreement is an independent contractor in relation to the other party with respect to all matters arising under this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association or employment relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a waiver of any other breach or default.
By submitting and application to Publisher Program, you affirm and acknowledge that you have read this Agreement in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this Agreement, you should not submit an application to Publisher Program. If an individual is accessing this Agreement on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and authority to bind such business entity to this Agreement. This Agreement was last revised on 04-06-2009
We may hire other companies to perform certain business related functions such as processing payments on our behalf. Our payment processing partner may request that you provide certain personal data (e.g., a valid government issued ID, your legal name, address, and data of birth) for the purpose of complying with any federal and state laws and regulations. They may also communicate directly with you regarding any issues with a payment. Any information provided to our third party will be confidential and only be used for intended purposes.
Promoting on the Close 5 app and Ebay is not allowed. Additionally promoting any fake content, adult, porn, or viruses is not allowed. Disobeying these rules will result in termination of your account and loss of earnings.
Publisher must receive approval for each website or media outlet used in conjunction with Offer-Ads tools and campaigns.
Offer-Ads reserves the right to terminate any Publisher's relationship with the Offer-Ads Network at any time, with or without cause.
The Website does not and will not infringe any copyright, trademark, patent or other proprietary right.
Websites must not be advertised or promoted through the use of unsolicited bulk email or allow website members or customers to engage in similar activities through Publisher's Website, including those activities prohibited by this agreement.
Websites must not be Publisherd with malware, adware, spyware, or other malicious software or services.
Websites must not promote illegal activities or violations of the intellectual property rights of others.
Websites must not promote activities generally understood as Internet abuse, including but not limited to, the sending of unsolicited bulk electronic mail.