Publisher Terms & Conditions

Terms and Conditions for PartnerWeekly, LLC

PUBLISHER NETWORK’S TERMS AND CONDITIONS

The following Publisher Network’s Terms and Conditions (the “Agreement”) is made and agreed to between PartnerWeekly, LLC (the “Company”) and you, the company or individual (“Publisher”), wishing to participate in the PartnerWeekly Publisher Network Program (the “Publisher Program”). Publisher agrees to use the Publisher Program, and any additional services offered by the Company in the future, only in accordance with this Agreement as amended from time to time. The Company reserves the right to make changes to the Publisher Program and the Agreement at any time by posting the change at http://pubhub.partnerweekly.com/terms/pwterms. Publisher’s continued use of the Publisher Program after any such change will constitute its consent to and acceptance of the amended Agreement.

PUBLISHER PROGRAM

1.1 The Publisher Program allows the Company to post offers of advertising programs sponsored by the Company or its advertisers to potential publishers (the “Posting”). The company offering the advertising program is referred to as the Advertiser (“Advertiser”). Each Posting will specify the amount and terms under which the Publisher will receive payment. Payment is generated from a specified event (“Action”) identified in the posting, such as clicks, click-throughs, sales, registrations, impressions and leads. The definition of the Action associated with a Posting is set forth in the online offer specifications, and such definition will control this Agreement. If the Publisher subscribes to the advertising creative and places it on the Publisher’s media properties, such as the Publisher’s website, affiliated websites, or email distribution lists, (collectively the “Publisher’s Site”), the Publisher is accepting the Terms and Conditions of the Agreement.

1.2 The Company may change a Posting at any time. Similarly, the Publisher may drop previously accepted Postings at any time unless otherwise specified.

1.3 The Company shall display and manage all active Postings and tracking of the payments owed.

1.4 In order to be eligible to participate in the Publisher Program, Publisher’s websites, affiliated websites and email distribution lists, items must meet the following criteria:

  1. be written in English and contain only English language content;
  2. have a top-level domain name;
  3. not offer incentives to users to click on advertisements, incentives include but are not limited to awarding them cash, points, prizes, or contest entries;
  4. be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, “SPYWARE and/or ADWARE” and other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system, data or personal information;
  5. be fully functional at all levels with no “under construction” sites or sections;
  6. not spawn process pop-ups or exit pop-ups.

PUBLISHER’S RESPONSIBILITIES

2.1 Publisher will be solely responsible for the development, operation and maintenance of Publisher’s Site and all materials that appear on Publisher’s Site. Publisher’s responsibilities include, but are not limited to: the technical operation of Publisher’s site; maintaining the equipment used to operate the Publisher’s site; creating, posting, and maintaining the links from Publisher’s Site to the Company’s Sites; monitoring the accuracy and appropriateness of the material posted on the Publisher’s Site; and including without limitation, the technical operation of Publisher’s Site and all related equipment used to operate Publisher’s Site; creating, posting and maintaining the links from Publisher’s Site to the Company’s Sites; the accuracy and appropriateness of materials posted on Publisher’s Site; and registering Publisher’s Site with the Company.

2.2 Publisher accepts all responsibility for material it posts on Publisher’s Site.

2.3 Publisher is an independent contractor. Publisher understands that it is responsible to pay its income tax in accordance with applicable federal, state, and local law.

2.4 Publisher is not an agent, employee, partner, shareholder, or director of Company. Publisher does not have the authority nor will Publisher attempt to enter into any agreement on behalf of Company. It is Publisher’s sole responsibility to ensure that it is operating in compliance with the Agreement.

2.5 Publisher agrees that it will not attempt in any way to alter, modify, eliminate, conceal, cookie stuff, traffic steal or otherwise render inoperable or ineffective the Company’s site tags, source codes, links, pixels, modules or other data provided by or obtained from the Company that allow the Company to measure advertisement performance and provide its service.

2.6 The Company will provide the Advertiser’s creative and initial tracking links. Publisher is responsible for hosting all email creative and redirecting from hosted creative to the Company’s tracking links. This is necessary to ensure that the Company does not become blacklisted for any perceived SPAM violations due to the publisher’s negligence. In the event this occurs, Publisher will protect, indemnify, defend, and hold harmless the Company and all third parties from and against any and all losses, costs, claims demand, damages, and liabilities, including attorney’s fees arising from Publishers failure to redirect email creative from hosted creative.

ADVERTISING

3.1 The Company will provide all marketing material to Publisher on behalf of the Advertiser. Under no circumstances should Publisher modify the marketing material without the express written consent of the Company. Publisher acknowledges and agrees that its sole and exclusive source of remedy for any damages incurred arising from its use of the Advertiser’s marketing materials shall be the Advertiser.

3.2 In consideration of the considerable expenses incurred by the Company in developing its services and assisting the Publisher in finding suitable Advertisers, Publisher agrees that for a period of one (1) year after termination of Publisher’s relationship with the Company, Publisher shall not, either directly or indirectly, for itself or any third party, become engaged in any business or activity with a Company Advertiser (A Company Advertiser is an Advertiser which has posted an offer with the Company) which promotes an Advertiser’s product or service, or otherwise divert or attempt to divert any existing business of the Company. Should the Publisher enter into a business relationship with a Company Advertiser within a period of one (1) year after termination of Publishers relationship with the Company, Publisher shall disgorge all profits generated from Publishers business with the Company Advertiser and said profits shall be immediately tendered to the Company. If Publisher makes direct contact with any Company Advertisers, Publisher shall be immediately terminated from the Company program.

3.3 Publisher authorizes Company to utilize its trademarks, servicemarks, tradenames, and/or copyrighted material that Publisher provides Company through its account to promote Company’s participation in the Publisher Program.

COMMISSION FEES AND PAYMENTS

4.1 Publisher will earn commission fees on qualifying Actions as set forth in the applicable Insertion Order.

4.2 In the event this Agreement is terminated, Publisher will only be entitled to commission fees earned through the effective date of termination. The Company may withhold final payment for a reasonable time to ensure that the commission fees paid exclude any fraudulent, canceled, or returned qualifying paid orders.

4.3 The Company will compile, calculate and electronically deliver data required to determine the Publisher’s billing and compensation. The Company’s figures and calculations will be final and binding. Any questions Publisher has regarding the data provided by the Company needs to be submitted in writing within ten (10) days of receipt, otherwise the information will be deemed accurate and accepted as such by Publisher without further right to dispute the accuracy of said data.

4.4 Payments are calculated every Friday and checks issued immediately after calculation. The first payment will be made on the next Friday after Publisher enrolls in the Publisher Program. The minimum check value that will be issued in any week is $50.00. Commissions less than this amount will be rolled over to the following week’s sales.

4.5 The Company reserves the right to withhold commission payments from Publisher’s accounts if funds have not been received from the Advertiser, or fraudulent activity is suspected. There will be a $35.00 bank fee applied with any request to stop payment on a check and issue a replacement check. This $35.00 is deducted from Publishers account balance or replacement check. All statistical data reported in real-time should be used as a guide that reflect potential end of month earnings.

4.6 In the event that Publisher is an active Advertiser of Company and fails to provide payment to Company in accordance with the payment terms of the Advertiser Agreement, Company reserves the right to off-set any and all amounts owed to Company for its services under the advertiser Agreement from the commissions earned by Publisher under this Agreement.

4.7 The Company retains the right to audit Publisher’s books and records for the purpose of verifying lead data and ensuring that no fraudulent activity has taken place. The audit shall be conducted at Company’s expense unless the audit reveals that Publisher has committed fraud, in which case, Publisher shall bare the costs of the audit.

TERM AND TERMINATION OF THIS AGREEMENT

The term of this Agreement will begin upon the Company’s acceptance of the application to become a Publisher of the Program and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, for any reason, by giving the other party written or electronic notice of termination.

Upon termination of this Agreement, for any reason, Publisher will immediately cease any use of, and remove from Publisher’s Site, all links to the Company’s Sites and any of the Company’s proprietary materials appearing on Publisher’s Site, any Advertiser materials, and will immediately destroy or return any of the Company’s proprietary materials within Publisher’s possession or control. The Company will be entitled, but not limited to, to injunctive relief in the event Publisher fails to comply with the foregoing.

FRAUD CONTROL

6.1 The Company has built into its software a fraud control system, which constantly monitors all publishers’ sites, including monitoring for false registration. The Company’s staff will verify all sites for legitimacy. Any company or individual that tries to artificially inflate traffic counts, revenue, or use any device or robot/program to inflate sales will be reported to the appropriate law enforcement and regulatory authorities for fraud and theft. The Company flags accounts that:

  1. have click-through rates that are much higher than industry averages without solid justification;
  2. have ONLY click programs generating clicks with no indication by site traffic that it can sustain the clicks reported;
  3. have shown fraudulent leads as determined by our clients;
  4. use fake redirects, automated software, and/or fraud to generate clicks or leads from our programs.

6.2 If the Company suspects a publisher of fraud, the Publisher acknowledges that it is its responsibility to prove by clear and convincing evidence that no fraudulent activity has occurred to the satisfaction of the Company. Publisher acknowledges and agrees that the Company’s determination whether Publisher has engaged in fraudulent conduct is final. If the Company detects fraud, Publisher’s account will be made inactive pending further investigation and all commission checks will be held until such time as the Company determines that no fraudulent activity has occurred.

6.3- If Publisher fraudulently adds Actions or clicks or inflates Actions or clicks by fraudulent traffic generation (as determined by the Company, such as pre-population of forms or mechanisms not approved by the Company), Publisher will forfeit its entire commission for all Postings and it’s account will be terminated. In the event Publisher uses names/email addresses that have not been “Verified” or “Confirmed” or “Double-Opted-In” in its marketing program, Publisher will forfeit its entire commission for all Postings and their account will be terminated. The Company will have the right to “seed” the names/email addresses provided to client with fictitious test names which will not complete the verification process in order to assure compliance with this provision.

6.4 Publisher acknowledges that if it receives notice that fraudulent activities may be occurring on Publisher’s Site or related media, and Publisher does not take any actions to stop the fraudulent activities, then Publisher will be solely responsible for all associated costs and legal fees resulting as the result of these fraudulent activities.

6.5 Publisher represents and warrants that its Publisher’s Site shall: (i) Not infringe upon the personal rights, intellectual property rights, or copyrights of any person or entity; (ii) Not contain racially discriminatory or hate-mongering content; (ii) Not contain gratuitous violence, obscenity, or profanity; (iv) Not contain material that is defamatory or libelous; (v) Not promote any illegal activity including but not limited to the promotion of gambling, illegal substances, software piracy, or hacking; and (vi) Not spoof, or redirect, traffic to or from any adult-oriented websites.

6.6 Publisher will conspicuously post its privacy policy on the Publisher Site. The privacy policy will comply with all laws and regulations regarding the privacy of visitor information, be reasonable according to industry standards, and accurately disclose Publishers information use and sharing practices.

6.7 Indemnification. Publisher shall defend, indemnify and hold harmless Company and Advertisers from and against all claims, suits, demands, damages, liabilities, losses, penalties, civil fines, interest settlements, judgments, costs and expenses, including reasonable attorneys fees, incurred, claimed or sustained by Company or Advertiser arising directly or indirectly from (i) Publisher’s breach or non-compliance with any term of this Agreement; (ii) Publisher’s violation or alleged violation of any law, statute, regulation, or ordinance arising from Publisher’s promotional activities; (iii) Publisher’s participation in the Publisher’s Program; (iv) any claim that Company is obligated to pay tax obligations in connection with payments made to Publisher; and (v) any violation or alleged violation by Publisher of any rights of another, including breach of another’s intellectual property rights. Company and/or Advertiser shall promptly notify Publisher of any claim that may give rise to Publisher’s indemnification obligations.

6.8 Company shall be allowed to report all known and/or suspected fraudulent conduct to interested parties and to make such conduct public. Publisher agrees not to hold Publisher liable for the consequences of such reports and acknowledges that it shall be in Company’s sole discretion to determine whether or not fraudulent conduct has occurred or is suspected.

DEFAULT

7.1 The Company reserves the right to suspend or cancel any account with no payment being made to such account if there is a breach of this Agreement. Should a payment be made and the Company finds that this payment was made to Publisher through an illegal or fraudulent action by the Advertiser, we reserve the right to stop payment on the check and we may also take civil or criminal action against the Advertiser or individual.

SPAM POLICY

8.1 PartnerWeekly employs a Zero Tolerance Spam Policy and is dedicated to ensuring compliance with the CAN-SPAM Act of January 1, 2003, as amended from time to time.

8.2 Publishers and Advertisers who participate in the Publisher Program are required to familiarize themselves with the CAN-SPAM Act and comply with the CAN-SPAM Act requirements including but not limited to the following:

  1. the “FROM” line on all email transmissions clearly and accurately identifies the sender, company and/or list that is sending the e-mail. This policy prohibits placing the names of the Advertiser, the subject of the advertisement or any false or misleading information in the FROM line;
  2. all “SUBJECT” lines must be reasonably related to the subject matter. Publishers may only use the SUBJECT lines which have been pre-approved and provided by the Advertiser for all Postings;
  3. The Company will continue to require that all Publisher and advertiser email contains a clearly displayed, labeled, and functioning unsubscribe link for both the Publisher and Advertiser.  Company also requires that the unsubscribe is a universal unsubscribe from Publisher and/or advertiser, such that any individual requesting removal via a Publisher’s and/or advertiser’s email results in removal from all Publisher’s and/or advertiser’s lists;
  4. The Company requires Publisher to include a statement in all emails that identifies the email as a commercial solicitation. This may be in the subject line, header, body or footer of the email;
  5. The Company requires that all email contain a valid postal address for the sender. This postal address should be listed at the top or bottom of each email.

8.3 The Company also requires participants in the Publisher Program to comply with the following additional anti-spam policies:

  1. Publishers may only deliver emails to individuals who have provided the publisher with permission to send email offers;
  2. in the event of a spam complaint, Publishers must provide the following information to the filer of the complaint within 24 hours:
    • the website at which the filer of the complaint signed up;
    • link to the privacy policy of the sign up site evidencing a privacy policy which clearly indicates the filer of the complaint has given permission to the publisher to receive email offers;
    • the date the filer of complaint signed up (and the time if available);
    • the I.P. address from which the filer of complaint signed up.

8.4 The Company has established procedures to monitor and take reasonable actions to prevent violations of its anti-spam/CAN-SPAM Act policies. A compliance officer will monitor compliance with the above requirements. All emails will be seeded with the address ComplianceOfficer@PartnerWeekly.com. The compliance officer will receive and review all email being sent out by publishers. In addition, the compliance officer may anonymously set up and monitor various spam trap email addresses that may be set up solely for the purpose of monitoring email. These traps may sign-up for affiliate lists that are approved to carry the Company’s advertising campaigns. These traps may aid in monitoring compliance with procedures, test unsubscribe links and the like. Violators will be removed from Publisher Program and will not be able to conduct further email campaigns. Publishers should take appropriate actions to ensure that they monitor all marketing partners in a similar fashion. While the Company has strict CAN-SPAM Act compliance policies which it monitors and enforces, ultimate responsibility for complying with the CAN-SPAM Act and the Company’s policies rests with Publisher.

8.5 A publisher who violates the Company’s anti-spam/CAN-SPAM Act compliance policies will be terminated without notice and any commission fees pending will be forfeited. Termination of accounts for spam violations is at the sole discretion of the Company. All decisions by the Company are final. Use of the Company’s network and the Publisher Program indicates Publisher’s consent and agreement to follow the Company’s anti-spam/CAN-SPAM compliance policies.

8.6 Publisher acknowledges that it is the Company’s policy to comply with investigations under the CAN-SPAM Act.

DISCLOSURE

9.1 Publisher agrees that the Company may identify Publisher and Publisher’s Site as a publisher of the Publisher Program as long as it participates in the Publisher Program. The Company may make this identification orally, in writing or electronically, including without limitation, in press releases, public announcements and promotional materials publicizing, advertising or promoting the Publisher Program. You may not issue any press release or public announcement, distribute any marketing or promotional materials or otherwise make any public communications regarding this Agreement or your participation in the Publishing Program without the Company’s prior written consent or except as expressly permitted.

NO GUARANTEES

10.1 The Company makes no warranties, guarantees, or representations regarding the revenue or profit the Publisher can make from the Publisher Program. The Company makes no guarantees or representations regarding any information contained in any promotional material or oral communications made by any Company representative, its employees, or publishers. Publisher assures that it has not relied upon any oral or written information provide by the Company. Like any business, the success of the Publisher Program is very much in the hands of the Publisher to promote and expose their website to generate sufficient traffic to their site and/or advertisements to generate sales, and whatever else is required to generate income for the Publisher.

LIMITATION OF LIABILITY: DISCLAIMER OF WARRANTY

THE COMPANY SERVICE IS PROVIDED ON AN AS IS BASIS AND THE COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PUBLISHER PROGRAM, ANY OF OUR PRODUCTS, ADVERTISER PRODUCTS OR SERVICES, OR ANY OF OUR SITES (INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT OR ANY IMPLIED WARRANTIES ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION OR WARRANTY THAT THE OPERATION OF OUR SITES OR ORDERING PAGES WILL BE UNINTERRUPTED OR ERROR-FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS. THE COMPANY SERVICE IS PROVIDED ON AN AS IS BASIS. THE COMPANY WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, FOR ANY LOSS OF PROFITS, REVENUE, DATA OR SERVICES, ARISING IN CONNECTION WITH THIS AGREEMENT, THE PUBLISHER PROGRAM, OUR PRODUCTS OR OUR SITES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT, THE PROGRAM, OUR PRODUCTS OR OUR SITES WILL IN NO EVENT EXCEED THE TOTAL COMMISSION FEES PAID OR PAYABLE TO THE PUBLISHER UNDER THIS AGREEMENT.

11.1 Benefit of the Bargain. The limitation of liability set forth in Section 11 and the indemnification obligations set forth in Section 6.10 are an essential element of the benefit of the bargain reflected in this Agreement.

GENERAL MATTERS

12.1 The above terms and conditions of business constitute the entire understanding of both parties hereto with respect to its subject matter and supersede any and all previous contracts and covenants between both parties whether written or oral, with respect to such subject matter. This Agreement includes any attached Insertion Order(s) as a material part.

12.2 It is mutually understood and agreed that this Agreement shall be understood and interpreted in all respects according to the law of the State of Nevada. Furthermore, it is understood that this Agreement shall be treated as though it were executed in the County of Clark in the State of Nevada, and to have been performed in the County of Clark in the State of Nevada. The parties agree that any action relating to this Agreement shall be instituted and prosecuted in the Courts of Nevada County of Clark.

12.3 Each party is an independent contractor and not a partner, joint venturer or employee of the other.

12.4 All notices will be sent to the addresses submitted by Publisher when signing up for the service by certified mail, fax, email or courier.

12.5 If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.

12.6 Neither party will be liable to the other by reason of its failure to perform or delay in the performance of its obligations hereunder as a result of any causes or conditions which are beyond such party’s reasonable control and which such party is unable to overcome by the exercise of reasonable diligence, including but not limited to Acts of God, fires, storms, wars, governmental action, labor conditions, earthquakes, natural disasters, and interruption in internet service.

12.7 By participating in the Publisher Program, Publisher has agreed to be legally bound by the terms of this Agreement. Publisher acknowledges that the Company reserves the right to make changes to the Publisher Program and this Agreement at any time. Publisher’s continued use of the Publisher Program after any such modification and notification thereof will constitute its consent to any such modifications.

12.8 Dispute Resolution.

  1. Should a dispute arise between the parties, the Dispute shall be referred by each party to an officer/manager of its respective company with authority to settle the dispute and shall meet in an attempt to resolve the dispute.

12.9 Captions. Captions contained in the Agreement are for reference purposes only and are not part of the Agreement.

12.10 Waiver. A waiver of a breach or default under this Agreement shall not be a waiver of any subsequent default. Failure of either party to enforce compliance with any term or condition of this Agreement shall not constitute a waiver of such term or condition.

12.11 Section 11 and 6.7 shall survive the termination of this Agreement.