This Advertiser Agreement (the "Agreement") is between AdsFast.com and the undersigned entity ("Affiliate"). In accordance with the terms and conditions set forth in this Agreement. By enrolling or participating as an AdsFast.com Affiliate whereby you receive compensation from a Merchant based on tracked actions for products or services, by distributing advertisements on your website, you, the Affiliate, agree to be bound by these terms and conditions.
1. DEFINITIONS
The following terms shall have the meanings set forth below
Affiliate means a person or company that agrees to promote a Merchant's products or website on the Merchant's Terms in exchange for payment.
Affiliate Program means a pay-for-performance program where an Affiliate receives a commission for sending a visitor to a Merchant Site or generating a Lead or Sale.
Affiliate Site means the Internet World Wide Web presence operated by or for Affiliate, (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).
End User means a user who clicks to the Merchant Site from the Merchant Links.
End User Data means all information and data of an End User, including, but not limited to, all tax return data, name, address, telephone number and e-mail address.
Intellectual Property means all industrial and intellectual property rights existing from time to time including any patents, design rights, registered designs, trademarks, service marks, copyrights, moral rights, trade secrets, know-how, and all applications and registrations therefore, and all goodwill associated therewith.
Lead means when a user performs a specified action such as filling out a form, registering, or downloading from a Merchant's Site.
AdsFast.com Codes are the HTML (HyperText Markup Language, the authoring language used to create documents on the World Wide Web) code and tags provided to the Affiliate via the AdsFast.com Affiliate Manager. These codes are intended to be placed as provided into the HTML of approved Affiliate websites.
AdsFast.com Services means the various related content, links, products and services provided by AdsFast.com on or through the AdsFast.com Site.
AdsFast.com Site means the Internet World Wide Web presence operated by or for AdsFast.com, located on the Internet through the http://www.AdsFast.com URL (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).
Marks means logos, trademarks, trade names, service marks or other identifying emblems, words or designs of AdsFast.com or Merchant , as the case may be, to designate and identify itself or the particular products or services its offers.
Merchant means a person or company that places links into the AdsFast.comSite and agrees to pay Affiliates for promoting their products or website via these links.
Merchant Link(s) means an advertisement in the form of a banner, text link, or storefront displayed on an Affiliate Site or in an email or newsletter. When clicked, the link directs the user to a Merchant Site.
Merchant Service(s) means the product(s) or service(s) offered by the Merchant through the Merchant Site.
Merchant Site means the Internet World Wide Web presence operated by or for Merchant, (as modified to comply with the provisions of this Agreement, and future versions, upgrades, successors and replacements thereof).
Sale means when an End User purchases a Merchant Service.
Service Level Minimums means industry standard service levels for like services, including, without limitation, standards for supporting online transactions, providing accurate and secure transmission of personal, credit card and other information.
All other initially capitalized terms shall have the meanings assigned to them in this Agreement.
2.1 Eligible Site(s)
AdsFast.com reserves the absolute right to refuse in its sole discretion to affiliate with any Publisher. The following are examples of sites that are not eligible for participation: Sites which contain material that infringes the rights of others (including but not limited to copyright and other intellectual property rights) or which promotes copyright piracy (i.e., unauthorized MP3s, roms, 'warez', emulators, or cracks, etc.) Sites with pornography, adult content, sexual or erotic material or sites that contain links to such content sites with gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm sites promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.) Sites that participate in or transmit inappropriate newsgroup postings or unsolicited e-mail (spam) sites promoting any type of illegal substance or activity (i.e., how to build a bomb, hacking, 'phreaking', etc.) Sites with illegal, false or deceptive investment advice and money-making opportunities sites that provide incentives of any nature to require or encourage users to click on ad banners (i.e., charity, sweepstakes, etc.). Sites that are under construction or incomplete Sites with extremely low traffic. Sites with any type of content reasonable public consensus deems to be improper or inappropriate Sites that contain any content violating Federal privacy laws, including the Children's Online Privacy Protection Act. At any time AdsFast.com may investigate any Site for violation of this Agreement. AdsFast.com regularly performs compliance audits. If AdsFast.com determines that Publisher's Site(s) includes any undesirable content, AdsFast.com may discontinue the Ad campaign upon notice, and Publisher shall immediately cease delivering Advertising Material on such Site(s) . In no event, will AdsFast.com or its Advertisers be obligated to pay for Advertising Material delivered through Sites containing undesirable content after Publisher's receipt of such notice from AdsFast.com.
2.2 Fraudulent Impressions/Clicks :
Any method to artificially and/or fraudulently inflate the volume of impressions or clicks is strictly forbidden. Counts of impressions or clicks will be decided solely on the basis of reports generated by AdsFast.com Network. These prohibited methods include but are not limited to: framing an ad-banner's click-through destination, auto-spawning of browsers, blind text links, running 'spiders' against the Publisher's own website, automatic redirecting of users, pop-up windows or any other technique of generating automatic or fraudulent (as determined by AdsFast.com Network, acting reasonably, or based on industry practices) click-throughs and/or impressions. Advertising Material may not be placed on a page which reloads automatically. . Publisher may not require users to click on Advertising Material prior to entering a Web Site or any area therein or provide incentives of any nature to encourage or require users to click on Advertising Material. Publisher's clicks-throughs of any link other than AdsFast.com's Advertising Material, or use of any other means of artificially enhancing click results shall be a material breach of this Agreement
2.3 Termination :
AdsFast.com reserves the right to terminate any affiliate account without prior notice if you are found to be using our services in a manner that could damage or cause injury to our service or reflect unfavorably on our credibility.The amount earned by the affiliate through such fraudulent activities would be charged back and returned to the respective advertisers.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES
3.1 AdsFast.com's Rights and Obligations
(a) AdsFast.com shall meet the Service Level Guarantee.
(b) AdsFast.com shall be solely and exclusively responsible for all operation, hosting, and
maintenance on the AdsFast.com Site.
(c) AdsFast.com shall provide automated real-time tracking, reporting and analysis of Events on
every AdsFast.com Transaction recorded for the Affiliate.
(d) AdsFast.com shall provide weekly commission processing and payment for all qualified/active
Affiliates.
3.2 Affiliate's Rights and Obligations
(a) Affiliate shall be solely and exclusively responsible for all operation, hosting, and
maintenance on Affiliate Site(s).
(b) Affiliate may not modify AdsFast.com Codes without prior written consent from AdsFast.com or the affected Merchant. Affiliate agrees to use the AdsFast.com Codes as provided. Affiliate may not sell, reuse, or divulges any AdsFast.com Code, except as is necessary to partake in the AdsFast.com Affiliate Program. Requests for changes to AdsFast.com Code(s) should be sent to in accordance with section 12.7, or directly to the Merchant through other means including electronic mail.
(c) Affiliate agrees and represents that all information provided for the purpose of enrolling as an Affiliate will be accurate, complete and current. Affiliate is responsible for keeping contact information up to date, including but not limited to financial information and contact emails.
(d) Affiliate represents and warrants that Affiliate Site and content, (i) does not violate any law or regulation; (ii) does not infringe in any manner any copyright, patent, trademark, trade secret or other Intellectual Property right of any third party; (iii) does not breach any duty toward or rights of any person or entity including, without imitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (iv) is not false or misleading; (v) does not produce, provide or are in any manner related to pornographic products or services (which AdsFast.com shall have complete discretion to define), or their subsidiaries or foundations funded by such companies whose function is to improve acceptance of such products by the public; and/or (vi) is neither defamatory, libelous, militant, hateful, slanderous or threatening. AdsFast.com will be responsible for determining, in its sole and absolute discretion, what acts and omissions violate this policy, and which acts include activity that is deceptive or fraudulent in nature.
(e) Affiliate may access Merchant material for each Event through the account management section (http://www.AdsFast.com.com/affiliate_regi.aspx) AdsFast.com reserves the right, in its sole discretion and without liability, to reject, omit or exclude any Affiliate or website for any reason at any time, with or without notice to the Affiliate and regardless of whether such Affiliate Site was previously accepted.
4. EXCLUSIVITY
The Affiliate is not barred by this agreement from participating in any other Affiliate Program offered by an AdsFast.com competitor. In addition, with AdsFast.com, an Affiliate can join any Merchant Affiliate Program subject to the approval of that Merchant and any additional terms and conditions they may specify.
5. PAYMENTS
5.1 Commission Fees
Affiliate will receive commission for Events based on the reports from the commission structure offered by Merchant (as such are offered from time to time) for all approved Merchant Campaigns.
5.2 Payment Terms
(a) All payments are based on AdsFast.com Transactions as defined, accounted, and audited by AdsFast.com.
(b) All accounts will be settled in U.S. dollars ($US). No checks will be issued for any amounts less than $100. However, the minimum payment via Money Bookers is $25 if you opt for Money Bookers. Any amounts less than $25 will carry over to the next week. Every Affiliate account (where applicable) must have a unique taxpayer identification number (TIN), or Social Security Number. Payments exceeding six hundred dollars ($600.00) per year will be made to Affiliate after they provide proper tax identification information.
(c) Affiliate's right to access Affiliate account with AdsFast.com is subject to any limits established by AdsFast.com, or its contractors.
(d) Affiliate is responsible for maintaining the correct contact and payment information associated with Affiliate account. This must be done online using the AdsFast.com Affiliate Manager. Returned or cancelled payment bank/service fees due to any error in Affiliate contact or payment information are Affiliate's responsibility, and will be deducted from Affiliate account balance.
6. REPRESENTATIONS, WARRANTIES AND COVENANTS
6.1 By AdsFast.com
AdsFast.com represents, warrants and covenants that: (i) it has sufficient rights to grant Affiliate the rights and licenses set forth herein; (ii) to the best of its knowledge, the AdsFast.com Services and the AdsFast.com Site do not and will not violate any applicable law or regulation; (iii) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound; (iv) it has full legal authority to enter into this Agreement and to carry out the provisions hereof.
6.2 By Affiliate
Affiliate represents, warrants and covenants that: (i) it has sufficient rights to grant AdsFast.com the rights and licenses set forth herein; (ii) to the best of its knowledge, the Affiliate Services and the Affiliate Site does not and will not violate any applicable law or regulation; (iii) the execution, delivery and performance of this Agreement by it does not conflict with any agreement to which it is a party or by which it may be bound; and (iv) it has full legal authority to enter into this Agreement and to carry out the provisions hereof.
7. DISCLAIMERS; LIMITATION OF LIABILITY
7.1 Disclaimer of Warranties
Except As Set Forth In Sections 3 and 6, Affiliate's Obligation To Meet Service Level Minimums, And AdsFast.com's Obligation To Meet A Service Level Guarantee, Neither Party Makes Any Warranties Of Any Kind, Either Express Or Implied, As To The Affiliate Service Or The AdsFast.com Service Including, But Not Limited To, A Warranty Of Fitness For A Particular Purpose Or Warranty Of Merchantability.
7.2 Limitation of Liability
Except As Provided In Sections 8 And 9, In No Event Shall Either Party, Or Its Respective Affiliates, Subsidiaries, Parent Companies Or Their Respective Officers, Directors, Agents Or Employees, Be Liable To The Other Party For Any Indirect, Incidental, Special, Exemplary, Potential Or Consequential Damages (Including, Without Limitation, Loss Of Opportunity, Loss Of Goodwill, Lost Profits Or Lost Revenues) Even If A Party Has Been Previously Advised Of The Possibility Of Such Damages.
8. FORCE MAJEURE
A party shall not be considered to be in default in the performance of any obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force," as used in this Agreement, shall mean an unanticipated event which is not reasonably within the control of the affected party and which by exercise of reasonable due diligence, such affected party could not reasonably have been expected to avoid, overcome or obtain or cause to be obtained a commercially reasonable substitute there for. Such causes may include, without limitation, the following: flood, earthquake, tornado, storm, fire, terrorist attack, explosion, public emergency, civil disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority (whether valid or invalid), and action or non-action by or inability to obtain or keep the necessary authorizations or approvals from any governmental agency or authority; however, no party shall be relieved of its obligations hereunder, if its failure of performance is due to removable or remediable causes which such party fails to remove or remedy using commercially reasonable efforts within a reasonable time period. Either party rendered unable to fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give prompt notice of such fact to the other, followed by written confirmation of that notice, and shall exercise due diligence to remove such inability with all reasonable dispatch.
9. INDEMNIFICATION
9.1 By Affiliate
Affiliate agrees to indemnify, defend and hold harmless AdsFast.com and its officers, directors, employees, agents, successors and assigns from and against any and all losses, liabilities, damages, penalties and claims and all related costs and expenses (including reasonable attorneys' fees) related to claims made by third parties against AdsFast.com: (i) alleging that Affiliate's Marks or other Intellectual Property infringe the patents, copyrights, trademarks or service marks or other Intellectual Property rights of such third parties; (ii) arising out of or relating to the Affiliate Service or the Affiliate Marks; or (iii) due to a breach by Affiliate of its warranties, representations, obligations or covenants or otherwise breaches this Agreement.
9.2 Procedures
The Indemnified Party shall (i) promptly notify the Indemnifying Party in writing of such suit, claim, or proceeding; (ii) give the Indemnifying Party reasonable information, assistance and cooperation required to defend such suit, claim, or proceeding; and (iii) allow the Indemnifying Party to control the defense of any such action and all negotiations for its settlement or compromise. The Indemnified Party may be represented in the defense of any such claim, at the Indemnified Party's expense, by counsel of the Indemnified Party's selection. The Indemnifying Party shall have no liability for settlements or costs incurred without its consent. The Indemnifying Party shall not enter into any settlement that imposes liability or restrictions on the Indemnified Party without the Indemnified Party's prior written consent, such consent not to be unreasonably withheld or delayed.
10. OWNERSHIP OF USER DATA; CONFIDENTIALITY
10.1 Confidentiality
AdsFast.com and Affiliate agree that any and all information identified by the other as "Confidential" and/or "Proprietary", or which, under all of the circumstances, ought reasonably to be treated as Confidential and/or Proprietary, will not be directly or indirectly disclosed to any third person without the express consent of the other party for a period of three (3) years following termination of this Agreement and that neither party will make use of Confidential Information except under the terms of this Agreement. These confidentiality obligations shall not apply to any information which: (i) is or subsequently becomes available to the general public other than through a breach by the receiving party; (ii) is already known to the receiving party before disclosure by the disclosing party; (iii) is developed through the independent efforts of the receiving party; (iv) the receiving party rightfully receives from a third party without restriction as to confidentiality or use; or (v) is requested pursuant to a subpoena; provided, that the party responding to such subpoena gives the other party reasonable notice and opportunity to intervene to quash such subpoena.
10.2 Privacy of Consumer Financial Information
Notwithstanding anything in this Agreement to the contrary, if it is necessary for Affiliate to disclose any End User Data to AdsFast.com for any reason, AdsFast.com agrees that at no time shall AdsFast.com use or disclose any such End User Data that AdsFast.com may obtain in connection with this Agreement, except as required by law; provided that nothing herein shall require Affiliate to disclose End User Data to AdsFast.com.
11. TERM OF AGREEMENT AND TERMINATION
If Affiliate is dissatisfied with Affiliate account in the AdsFast.com Affiliate Program or with any of the terms and conditions contained herein, Affiliate's sole and exclusive remedy is to terminate Affiliate account. Affiliate may cancel participation in the AdsFast.com Affiliate Program at any time by sending notice in accordance with section 12.7.
11.1 Term
The term of this Agreement shall begin on the date the Affiliate applies for an account and shall continue until terminated by any of the actions enumerated in section 11.2.
11.2 Termination
This Agreement will terminate in the event of any of the following:
(a) On the tenth (10th) day after a material breach, provided one party gives the other written notice of a material breach by the other of this Agreement and a request for a cure, unless the breach is cured before that day;
(b) Immediately once notice of termination by either party is received by the other party in accordance with section 12.7.
11.3 Effect of Termination
Upon termination of this Agreement, all licenses granted by Affiliate hereunder shall automatically terminate.
11.4 Survival
Sections 5 (to the extent the payment obligations accrue prior to termination), 7, 9, 10, 11.3 and 12 shall survive any expiration or termination of this Agreement.
11.5 Suspension
AdsFast.com reserves the right, at its sole discretion to suspend the Affiliate if it suspects a material breach of section 3.2. If AdsFast.com takes action to suspend, AdsFast.com may do so immediately, but AdsFast.com is not relieved of its obligation to notify the Affiliate per section 11.2(a).
