STANDARD AFFILIATE AGREEMENT
This Agreement (“Agreement”) is entered into by and between Vault Media Inc. a Canadian corporation also referred to in this agreement as “the Network” or “we”, or “us”, or “affiliate site”) and you also referred to in this agreement as “Affiliate” (or “Publisher”).
Affiliate and Vault Media Inc. may also hereinafter be individually referred to as a “Party” and collectively as the “Parties”. For the purposes of this Agreement, “Affiliate” shall mean the company, entity or individual identified in the Company/Name field of the Publisher’s Signup Application located at http://vip.powerhouseaffiliate.com
PLEASE READ THIS AGREEMENT IN ITS ENTIRETY PRIOR TO REGISTERING AS A PUBLISHING AFFILIATE OR USING AND/OR DOWNLOADING MATERIALS FROM THE AFFILIATE SITE (PowerhouseAffiliate.com).
YOU SHOULD PRINT A COPY OF THIS AGREEMENT FOR YOUR RECORDS. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT THEN YOU ARE PROHIBITED FROM REGISTERING AS AN AFFILIATE OR USING AND/OR DOWNLOADING MATERIALS FROM THE AFFILATE SITE. BY REGISTERING AS AN AFFILIATE OR USING AND/OR DOWNLOADING MATERIALS FROM THE AFFILATE SITE, YOU ARE ACKNOWLEDGING AND ACCEPTING THE TERMS AND CONDITIONS BELOW. AFFILIATE HEREBY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THIS IS AN ELECTRONIC AGREEMENT, WHICH MEANS THAT BY SUBMITTING THE APPLICATION TO JOIN THE NETWORK HE/SHE IS SUBMITTING A LEGALLY BINDING ELECTRONIC SIGNATURE AND IS ENTERING INTO A LEGALLY BINDING AND ENFORCEABLE AGREEMENT.
This Agreement shall be effective upon the date you signup to Vault Media Inc.
RECITALS: WHEREAS, Vault Media Inc. is an Internet advertising and media firm focused on providing assistance and support to its advertising clients (each as “Advertiser”) by helping them acquire new customers, manage relationships with publishers, maximize the return on their investment and grow their businesses in different geographical regions; WHEREAS, Advertiser is an entity, which desires to take advantage of the Internet as an advertising vehicle for its products and/or services in; WHEREAS, Affiliate is an entity, which utilizes the Internet to advertise and promote products and services to consumers on behalf of third parties. WHEREAS, from time to time, Vault Media Inc. desires to disseminate marketing messages or advertisements on behalf of its Advertisers; WHEREAS, Vault Media Inc. wishes to engage Affiliate to disseminate said marketing messages or advertisements; and WHEREAS, the Parties wish to enter into a written agreement to govern the terms and conditions of their relationship.
Section 1. Definitions.
1. Advertisement means an individual offer for, or promotion of, products and/or services of an Advertiser provided to Affiliate by Vault Media Inc.
2. Advertiser Content means all Advertisers’ content or information, in any medium, provided by Vault Media Inc. to Affiliate, including without limitation, text, pictures, graphics, sound, video and other data. Advertiser Content shall also include any and all author names, designations, acknowledgments, notices or copyright information that Advertiser may be required to display on Advertiser Content.
3. Affiliate Site means the website located at http://vip.powerhouseaffiliate.com
4. Action(s) means the action a consumer must take on the Advertiser’s website in order for Affiliate to be entitled to compensation. The Actions for which Affiliate shall be entitled to compensation for shall be expressly defined for each Advertiser and for each offer on the Affiliate Site and shall be subject to change from time to time in Vault Media Inc. ’s sole discretion. In order for an Action to be considered valid and give rise to a payment to Affiliate, such Action must not be a Fraudulent Action and must be accepted as valid by the Advertiser’s web system.
5. Fraudulent Action(s) means any Action(s) which the Affiliate willfully generates through any means which are not initiated by a unique customer, including, without limitation: (i) computer bots or scripts, (ii) pop-up or pop-under advertisements that have been provided or supported by a third-party to generate invalid clicks, impressions or transactions, and/or (iii) cookies, programs, computer bots or scripts, hidden frames, pop-up windows or any other program that interferes with Vault Media Inc. Inc’s ability to identify unique customers.
6. Payout or CPA means the rate and currency of the compensation that Vault Media Inc. shall pay to Affiliate for each Action. The Payout or CPA shall be expressly defined for each Action(s) for each Advertiser and for each offer on the Affiliate Site and shall be subject to change from time to time in Vault Media Inc. ’s sole discretion.
7. Offer means the type of unique product and/or service, as set forth in the Affiliate Site and at Vault Media Inc. ’s discretion, that Vault Media Inc. makes available to Affiliate for marketing and for which a payout can be earned as defined within the offer section of the Affiliate Site.
Section 2. Advertising Publication.
Vault Media Inc. hereby grants Affiliate a limited, non-exclusive, revocable, non-transferable, non sub-licensable license to publish the Advertisements via Affiliate’s website distribution network or any other means by which Affiliate wishes to disseminate the Advertisements, subject to the terms and conditions contained herein.
Section 3. Affiliate’s Representations; Indemnifications.
Affiliate hereby represents and warrants that it has the right to enter into this Agreement and covenants and agrees to abide by the terms and conditions of this Agreement and the attached exhibits, including, without limitation, the Compliance Policy attached hereto as Exhibit A, as amended by Vault Media Inc. from time to time in its sole discretion. Affiliate further covenants and agrees that it will comply with all applicable international intellectual property laws and regulations (including the Digital Millennium Act). Affiliate agrees, at its own expense, to indemnify, defend and hold harmless Vault Media Inc. and Advertiser, and their respective employees, representatives, agents and affiliates, against any and all damages, claims, causes of action, expenses and losses of any kind (including reasonable attorney’s fees, costs and disbursements) incurred by Vault Media Inc. and/or Advertiser in connection with any claims, administrative proceedings and/or criminal investigations of any kind directly related to Affiliate’s actions or omissions in connection with Affiliate’s dissemination of the Advertiser Content or Affiliate’s breach of this Agreement.
Vault Media Inc. considers the terms and conditions contained in the Compliance Policy of paramount importance and maintains a zero tolerance policy with regard to compliance with the terms, conditions, rules and guidelines contained therein. Notwithstanding anything else contained herein, including the limitation of liability provisions, Affiliate’s duty to indemnify, defend and hold harmless Vault Media Inc. and Advertiser pursuant to this Section 3 shall include payment of all attorneys’ fees and all damages, including, without limitation, any punitive, special, indirect, incidental, and/or consequential damages assessed against Vault Media Inc. and/or Advertiser to the extent caused directly by Affiliate’s breach of any applicable law or regulation or any applicable international intellectual property laws and regulations or Vault Media Inc. ’s Compliance Policy.
Section 4. Provision of Advertising Materials.
Vault Media Inc. will provide all materials for the Advertisement in accordance with Affiliate’s policies notified by Affiliate to Vault Media Inc. from time to time, including, without limitation, the manner of transmission to Affiliate and the lead-time prior to publication of the Advertisement. Vault Media Inc. shall not be bound by any changes in Affiliate’s policies until notified of such changes by Affiliate. Affiliate shall not be required to publish any Advertisement that is not received in accordance with such policies. Vault Media Inc. hereby grants Affiliate a revocable, limited, non-exclusive, non-transferable, non-sub-licensable license to use, reproduce and display the Advertisement (and the contents, trademarks and brand features contained therein) in accordance with the terms and conditions of this Agreement. Said license may be terminated by Vault Media Inc. at any time, for any reason or no reason, with or without notice.
Section 5. Anti-Spam Policy
You cannot promote any offers on Vault Media Inc. using SMS or text messaging without explicit written approval from your affiliate manager. Prior to approval you must provide proof of compliance before sending any SMS messaging. Failure to comply with this section may result in your payment being withheld pending investigation, and delayed chargebacks.
Affiliate must strictly comply with the federal CAN-SPAM Act of 2003 (the “Act”). All emails or SMS messages sent in connection with the Affiliate Program must include the appropriate party’s opt-out link. This includes all forms of advertisement. From time to time, we may request – prior to your sending emails containing linking or referencing the Affiliate Program that you submit the final version of your email to Vault Media Inc. for approval by sending it to your Vault Media Inc. representative and upon receiving written approval from your Vault Media Inc. manager.
It is solely affiliate’s obligation to ensure that the email complies with the Act. You agree not to rely upon Vault Media Inc. ‘s approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act based upon Vault Media Inc. ‘s approval.
Section 6 Change of Payout.
Vault Media Inc. may revise the Payout terms to publishers, or the payout amounts of any offer on the network, at any time in its sole discretion, with written notice to Affiliate by email, regular mail and/or postings on the Affiliate Site. Affiliate acknowledges that the contact information provided inside the Vault Media Inc. is accurate and up to date.
Section 7. Payments.
Vault Media Inc. shall pay Publisher for each valid Action which is registered during the applicable billing cycle (as defined in the Invoice Frequency), as reported on the Affiliate Site, using the Preferred Method. An Action shall not be considered valid unless it is reported on the Affiliate Site. The number of valid, non-fraudulent payable Actions shall in no event exceed the number of Actions reported on the Affiliate Site.
Section 8. Invoice Frequency
(i) Unless otherwise agreed upon in writing, the Default Timing of Payment for new Affiliates shall be paid fifteen (15) days from the end of each calendar month for the commissions earned in the previous month. (Monthly Net 15) The minimum payment threshold is $100. If affiliate does not reach the threshold in any given payment period, the payment will be carried forward to the next payment period. Notwithstanding the foregoing, Affiliate and Vault Media Inc. may agree in writing to one of the following alternate Timing of Payments:
(ii.) Weekly Invoice. (Weekly Net 5) Affiliate will receive payment seven (5) days after the end of each seven (7) day calendar period. For avoidance of doubt, each seven (7) day calendar period is hereby defined as Monday through Sunday. Notwithstanding the foregoing, In order for Affiliates to be approved to the Weekly Invoice Frequency affiliate must accrue at least one hundred dollars ($100.00 USD) per week for in order to qualify for weekly payments. In the event that such threshold is not met, then the payment will be carried forward to the next week. Once an affiliate does qualify they must still request approval from their affiliate manager to be placed onto weekly invoice frequency. Vault Media Inc. may request that the affiliate’s traffic be reviewed by the advertiser prior to implementing a faster payment schedule. If affiliate is approved, the minimum weekly payment is $100.
(iii.) Daily Invoice. (Daily Net 14)
Affiliate will receive payment every day after 14 days. For avoidance of doubt, each payment is for the traffic received 14 days prior. For example if you send traffic on the 1st of the month that payment will sent on the 15th, and traffic on the 2nd of the month is sent on the 16th…and so on.
Notwithstanding the foregoing, In order for Affiliates to be approved to the Daily Invoice Frequency affiliate must accrue at least two hundred dollars ($100.00 USD) per day consistently for 14 days. In the event that such threshold is not met, then the payment cycle will be changed to weekly.
Once an affiliate does qualify they must still request approval from their affiliate manager to be placed onto daily invoice frequency. Vault Media Inc. may request that the affiliate’s traffic be reviewed by the advertiser prior to implementing a faster payment schedule.
Section 9. Payments & Fees.
All affiliates shall be paid in US dollars (US$). In the event that a Payout is set in a currency other than US dollars (US$) and if payment is to be made in US dollars ($US), Vault Media Inc. shall then convert the amount owed into US dollars ($US) using the 30-day average for the currency in question against the US dollar (US$) (as reported on www.oanda.com) for the applicable month. Notwithstanding anything to the contrary contained herein, Vault Media Inc. reserves the right, in its sole discretion, to pay Affiliates in the currency in which the Payout is set.
Affiliate hereby agrees to bear the costs for the submission of payments using electronic methods including without limitation, Wire transfers, PayPal transactions, ACH transactions, Payoneer etc. For the avoidance of doubt, this includes any costs charged by your bank or 3rd party services to receive the payment. The current fee for international wire payments is $25 USD and minimum payment threshold for wires is $1000.
Section 10. Confidentiality and Non-Disclosure.
Any confidential information and proprietary data provided by one Party, including without limitation, the Advertisement description, source code, marketing plans and strategies, insertion orders, pricing and any data available through the Affiliate Site shall be deemed “Confidential Information” of the disclosing Party. Confidential Information shall be kept in the strictest confidence and shall be protected by all reasonable and necessary security measures. Confidential Information shall not be released by the receiving Party to anyone except an employee, or agent who has a need to know the same, and who is bound by similar confidentiality obligations. Neither Party will use any portion of Confidential Information provided by the other Party hereunder for any purpose other than those provided for under this Agreement.
Limitation of Liability
Section 11. No Guarantees
UNLESS OTHERWISE EXPRESSLY SET FORTH HEREIN, VAULT MEDIA INC. ’S AND ADVERTISER’S WEBSITES, CREATIVES, PROGRAMS, ADVERTISERS’ UNDERLYING PRODUCTS AND SERVICES, CONTENT, AFFILIATE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL REPRESENATIONS AND WARRANTIES, INCLUDING IMPLIED WARRANTIES, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). VAULT MEDIA INC. AND ADVERTISER WEBSITES, CREATIVES, PROGRAMS AND/OR ADVERTISERS’ UNDERLYING PRODUCTS, SERVICES AND THE AFFILIATE SITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. NO PARTY MAKES ANY REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH VAULT MEDIA INC. ’s OR ADVERTISER’S WEBSITES, CREATIVES AND/OR PROGRAMS AND THE AFFILIATE SITE.
VAULT MEDIA INC. DISCLAIMS ANY WARRANTIES THAT THE VAULT MEDIA INC. AND ADVERTISER WEBSITES, CREATIVES, PROGRAMS AND/OR ADVERTISERS¡ UNDERLYING PRODUCTS, SERVICES AND THE AFFILIATE SITE WILL MEET AFFILIATE’S REQUIREMENTS, OR THAT AFFILIATE’S ACCESS TO THE SAME WILL BE UNINTERRUPTED OR WITHOUT ERROR. VAULT MEDIA INC. AND ADVERTISER, DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, CONTENT, OR THE RESULTS OF AFFILATE’S USE OF THE AFFILIATE SITE AND/OR THE ADVERTISING CONTENT WITH RESPECT TO THE ACCURACY, OPERABILITY, AVAILABILITY, SECURITY, RELIABILITY, TIMELINES, AND PERFORMANCE OF THE AFFILATE SITE AND/OR THE ADVERTISING CONTENT. VAULT MEDIA INC. DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION OR FAILURE TO STORE ANY CONTENT.
LINKS TO THIRD PARTY WEBSITES (NOT MAINTAINED BY VAULT MEDIA INC. ) WHICH APPEAR ON THE AFFILATE SITE ARE PROVIDED SOLELY AS A CONVENIENCE. IF YOU USE THESE LINKS, YOU WILL LEAVE THE AFFILATE SITE. VAULT MEDIA INC. DOES NOT HAVE CONTROL OVER AND IS NOT RESPONSIBLE FOR ANY OF THESE WEBSITES OR THEIR CONTENT. Vault Media Inc. DOES NOT ENDORSE OR MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT SUCH WEBSITES, OR ANY INFORMATION, OPINIONS, SOFTWARE OR OTHER PRODUCTS OR MATERIALS WHICH MAY BE FOUND THEREON, NOR DOES VAULT MEDIA INC. MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT ANY RESULTS THAT MAY BE OBTAINED FROM USING THEM. IF YOU DECIDE TO ACCESS ANY OF THE THIRD PARTY WEBSITES LINKED TO THE AFFILIATE SITE, YOU AGREE THAT YOU DO THIS ENTIRELY AT YOUR OWN RISK. IT IS YOUR RESPONSIBILITY TO ENSURE THAT ANY LINKS YOU SELECT OR PROGRAM/SOFTWARE/DATA/MATERIAL YOU DOWNLOAD (WHETHER FROM THE AFFILATE SITE AND/OR THE SERVICE OR OTHER WEBSITES) IS FREE OF VIRUSES, TROJAN HORSES, WORMS, DEFECTS AND SIMILAR POTENTIALLY HARMFUL ITEMS. YOU SHOULD BE AWARE THAT LINKED THIRD PARTY WEBSITES MAY CONTAIN RULES AND REGULATIONS, PRIVACY PROVISIONS, CONFIDENTIALITY PROVISIONS, TRANSMISSION OF PERSONAL DATA PROVISIONS, AND OTHER PROVISIONS THAT DIFFER FROM THE PROVISIONS PROVIDED ON THE AFFILATE SITE. Vault Media Inc. IS NOT RESPONSIBLE FOR SUCH PROVISIONS, AND EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATED TO SUCH PROVISIONS.
VAULT MEDIA INC. RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO INTERRUPT, SUSPEND OR CANCEL PART OF THE WHOLE OF THE AFFILIATE SITE AND/OR THE SERVICE AT ANY TIME WITH OR WITOUT NOTICE TO AFFILIATE FOR WHATEVER REASON AND VAULT MEDIA INC. BEARS NO RESPONSIBILITY FOR ANY DAMAGE OR LOSS CAUSED BY SUCH INTERRUPTION, SUSPENSION OR CANCELLATION OF THIS WEBSITE AND/OR THE SERVICE. WITHOUT LIMITING THE FOREGOING, VAULT MEDIA INC. OR ITS ADVERTISERS SHALL NOT BE LIABLE FOR ANY DELAY, INTERFERENCE OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OR CONDITIONS BEYOND ITS REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION, FIRE OR OTHER CASUALTY OR ACCIDENT, INTERNET FAILURES, TELEPHONE EQUIPMENT FAILURES, ACTS OF GOD, SEVERE WEATHER CONDITIONS, WAR OR OTHER VIOLENCE, OR ANY LAW, ORDER, PROCLAMATION, REGULATION, ORDINANCE, DEMAND OR REQUIREMENT OF ANY GOVERNMENTAL AGENCY.
Section 12. Cancellation
This Agreement may be terminated by either Party with a 24 hour written notice to the other Party unless fraud has been detected at which point immediate termination is warranted. You may terminate your participation in the Affiliate Program at any time by removing all Links from your Media, deleting all copies of the Links. 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 Vault Media Inc. or Client intellectual property, and will cease representing yourself as a Vault Media Inc. Client or affiliate for such one or more Offers.
Section 13. Independent Contractors.
The Parties to this Agreement are independent contractors with respect to the subject matter hereof and that each Party to the relationship seeks its own benefit and neither Party’s benefit is primary. Neither Party is a partner of the other Party with respect to the subject matter hereof. Except as expressly set forth herein, neither Party shall have any right, power or authority pursuant to the terms hereof to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an employment relationship, association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
Section 14. Governing Law & Miscellaneous
This Agreement (i) shall be governed by and construed in accordance with the laws of New Brunswick, Canada, without giving effect to principles of conflicts of law; (ii) constitute the complete and entire expression of the agreement between the Parties, and its latest version shall supersede any and all other agreements, whether written or oral, between the Parties. By utilizing the Affiliate Site for the purposes of tracking Actions and by virtue of being compensated for such Actions, the Affiliate is hereby bound to this Agreement and any amendments made thereafter. It is Affiliate’s responsibility to read and understand the modifications made to the Agreement. In the event Affiliate does not agree to this agreement, then Affiliate has the right to cancel this Agreement in writing via email within 24 hours from the date Affiliate is notified of such changes by Vault Media Inc. .
Affiliate hereby understands and agrees that such notification via email will be the only means by which Vault Media Inc. will notify Affiliate of any changes to the Agreement. Therefore, it is of paramount importance that Affiliate maintains the correct contact information, including Affiliate’s email address, on the Affiliate Site to ensure that any notifications are delivered in a timely manner. It is Affiliate’s sole responsibility to ensure that Affiliate’s contact information is always up-to-date on the Affiliate Site and thAt they check their spam filters frequently to ensure the messages are getting to their inbox.
Section 15. Account Data
Vault Media Inc. uses a third party system (Has Offers marketing) to store all account information. If you do not use or login to your account within a 6 month period the account and data will be automatically deleted.
Section 16. Equitable Relief.
Affiliate acknowledges that any breach of this Agreement will cause substantial and irreparable harm to Vault Media Inc. for which money damages would be an inadequate remedy. Accordingly, Vault Media Inc. shall in any such event be entitled to obtain, from any Court of competent jurisdiction, injunctive and other forms of equitable relief to prevent such breach and to recover from Affiliate Vault Media Inc. ’s costs (including without limitation reasonable attorneys’ fees) incurred in connection with enforcing this Agreement, in addition to any other rights or remedies available at law, in equity or by statute.
Section 17. Publisher Referral Program
Vault Media Inc. may from time to time offer a Publisher referral program in accordance with these terms (the “Publisher Referral Program”). A Publisher may refer another publisher to Vault Media Inc. (the “Referring Publisher”) using their referral link within their account. Any Publisher that is referred in this way shall, for the purposes of these terms be known as a “Referred Publisher”. Publishers will receive payments based on the referred affiliates revenue calculated automatically through our tracking system. The rate for payments from referred publishers will vary depending on the agreement made between affiliate and the affiliate manager. If there is a discrepancy between the written agreement between the publisher and affiliate manger, the rate of %5 of profits generated by the referred publisher will be applied.
Section 18. Affiliate Networks.
You must have special approval to use our offers within your own affiliate networks or to provide our offers to third party affiliates under your management. Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Vault Media Inc. Links in any way. Affiliate agrees to maintain its Affiliate Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose web site or business model involves content containing Objectionable Content or content that would breach the terms in this agreement. All Third Party Affiliates must be in good standing with Affiliate. Affiliate must require and confirm that all Third Party Affiliates affirmatively accept, through verifiable means, this Agreement prior to obtaining access to Vault Media Inc. Links. Affiliate shall promptly terminate any Third Party Affiliate who takes, or could reasonably be expected to take, any action that violates the terms and conditions of this Agreement. In the event that either party suspects any wrongdoing by a Third Party Affiliate with respect to the Links, Affiliate shall promptly disclose to Vault Media Inc. the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third Party Affiliate from the Affiliate Program and terminate their access to future Offers of Vault Media Inc. in the Affiliate Network upon written notice from Vault Media Inc. . Unless Vault Media Inc. has been provided with all truthful and complete contact information for a Third Party Affiliate and such Third Party Affiliate has affirmatively accepted this Agreement as recorded by Vault Media Inc. , Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate. Unless otherwise agreed upon, all Affiliate networks, or affiliates who wish to provide our offers to 3rd party affiliates, are paid monthly net 15.
Section 19. Remedies.
In addition to any other rights and remedies available to us under this Agreement Vault Media Inc. reserves the right to delete any actions submitted through your Links or charge back paid Commissions to your account if:
(i) Vault Media Inc. determines that you have violated this Agreement,
(ii) Vault Media Inc. determines you have committed fraud,
(iii) any Qualified Action is later determined to have not met the requirements set forth in this Agreement or on the Affiliate 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, Vault Media Inc. 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.
Section 20 Severability
If a provision of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:
1. the validity or enforceability in that jurisdiction of any other provision of this Agreement; or
2. the validity or enforceability in other jurisdictions of that or any other provision of this Agreement.
EXHIBIT A – COMPLIANCE POLICY
Section 1. Overview
All Publishers promoting offers inside Vault Media Inc. are hereby bound by this Compliance Policy (the “Policy”) and are expected and required to adhere to this Policy to ensure compliance at all times.
Vault Media Inc. is committed to building long-term relationships with all of its Advertisers and Publishers and preserves its brand and reputation by complying with all rules, laws, regulations or guidelines promulgated by any applicable Federal, State or Municipal governments. Vault Media Inc. takes blatant violations of our compliance policy seriously and reserves the right to terminate any publisher or advertiser account if publisher or advertiser is believed to be in conflict with any of our terms and policies including this compliance policy.
If it is believed that affiliate has generated fraudulent leads or leads that are deemed to be “not in compliance” with the above mentioned terms, and those in this Exhibit A Compliance Policy, Vault Media Inc. may enforce a block on any affiliate account and may withhold commissions contained in that account until a proper investigation is conducted and all damages are deemed resolved.
Section 2. General Compliance Rules for Mindspark Toolbars:
The following rules apply to ANY publisher promoting Mindspark Toolbars
1. Publishers must not use the words ” Plugin Required” or “Install the Add-on” or make it is appear as this is required.
Section 3. Compliance Rules specific to Marketing Channels
The following rules apply to the specified Marketing Vehicle and are in addition to the rules set forth in Section 1 of Appendix A.
No Publisher shall bid for the Advertiser’s Brand name or any derivation thereof unless approved by Vault Media Inc.
No Publisher shall use the Advertiser’s URL or any derivation therefore in the display URL of the text ad or display ad under any circumstance unless approved by Vault Media Inc.
All banner advertisements provided by Vault Media Inc. may not be modified in any way, shape or form by any Publisher unless Vault Media Inc. provides prior written approval.
In the event that banner advertisements are developed or designed by Publisher, Vault Media Inc. shall at its own discretion deny or approve such advertisement as to both form and content. Under no circumstance shall any banner advertisement go live without Vault Media Inc. ’s prior written approval.
Publisher hereby represents and warrants that all e-mail advertisement will be in strict compliance with the CAN-SPAM act of 2003 or any modifications made thereof.
It is strictly prohibited to make any reference to the Advertiser or any derivation thereof in the e-mail subject lines or from lines. Publisher shall not falsify in any shape or for the from line of the e-mail communication.
Publisher must seek prior approval by Vault Media Inc. of the Subject and From lines to be used in the e-mail campaign. Publisher may not, under any circumstances, utilize any Subject Lines or From Lines that have not been previously approved by Vault Media Inc.
1. All e-mail advertisements provided by Vault Media Inc. may not be modified in any way, shape or form by any Publisher unless Vault Media Inc. provides prior written approval.
2. In the event that e-mail advertisements are developed or designed by Publisher, Vault Media Inc. shall at its own discretion deny or approve such advertisement as to both form and content. Under no circumstance shall any e-mail advertisement go live without Vault Media Inc. ’s prior written approval.
3. All e-mail advertisement must include Publisher’s opt-out mechanism as well as the Advertiser’s opt-out mechanism.
Publishers may not, under any circumstance, e-mail to the e-mail addresses contained within the Advertiser’s e-mail suppression file. For a copy of the Advertiser’s e-mail suppression file, please contact us your affiliate manager.
Section 4. Prohibited Affiliate Marketing Tactics
Publishers may not:
1. Use “bots” to generate fake profiles that link to any Advertiser’s page.
2. Use adware, spyware, or any kind of “–ware” without prior written approval from Vault Media Inc.
3. Any sales generated through impermissible tactics will not be considered valid Actions (Vault Media Inc. can use its sole discretion to determine whether an action is against the terms of the Advertisers Insertion Order and will notify Affiliate in writing if actions are to be removed)
4. Promote Offers via any type of Interactive Voice Response (IVR) mechanisms.
5. Use craigslist traffic without prior written consent from Vault Media Inc.
Section 5. Detection of Fraud or Deceptive Leads/Actions
No Publisher shall generate, or attempt to generate Actions through any method considered to be illegal, unethical or deceptive in Vault Media Inc. reasonable discretion. Vault Media Inc. reserves the right to use a number of methods to flag Publisher accounts for possible fraudulent practices including, without limitation:
– monitoring sites that solely have click programs generating clicks with no indication that, based upon site traffic statistics, the site has the ability to sustain the clicks reported;
– discovery of fraudulent leads as determined by Vault Media Inc. or its advertisers,
– monitoring of websites and leads for use of fake, misleading or mislabeled redirects or automated software to generate clicks or leads from other programs,
– leads submitted with real user information which compromises data validation systems and call center verification,
– form filling leads that are irrelevant or have been recycled from other campaigns,
– traffic in which the location and header information was manipulated in order to form-fill leads that appear to be coming from numerous visitors,
– traffic generated with the knowledge that it was outside of the agreed upon terms set by the advertiser,
– traffic driven to a campaign where incentives were offered in exchange for a user’s information.
– multiple leads or conversions generated by proxy ip addresses
Section 6. Incentive and “Get Paid To” Sites
Any publishers who wish to send incentivized traffic or any type of traffic from GPT sites or traffic that rewards users for completing an action must obtain written approval through email from their affiliate manager. Vault Media Inc. in their sole discretion reserves the right to block any publisher account who is deemed to be running this type of traffic without prior written approval from Vault Media Inc. or to offers that do not allow incentive traffic. If a publisher is approved to run incentive traffic on Vault Media Inc. they will only receive access to the approved incent offers that allow the incentive traffic as indicated by their affiliate manager. If publishers are believed to be running incentive traffic without permission, or to offers that do not allow incentive traffic their account will be immediately blocked and all commissions in that account may be removed.
By joining our network, 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 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.
Severability. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.