Publisher Terms and Conditions
1) PARTIES
Pursuant to this Agreement,
Pet Technologies, Inc. ("Company") and Publisher shall agree to the following
terms and conditions for the receipt of advertising materials ("Creative") from
advertising Customers ("Customers") This includes the serving, tracking and reporting
of all Campaigns in summary made on the Company Network (the "Network") to Publisher
Websites ("Websites").
2) USE POLICY
a) Membership: Membership
in the Network is subject to prior approval of Company. Company reserves the right
to refuse service to any new or existing Publisher, in its sole discretion, with
or without cause. Approval of membership in the Company Network is limited only
to the specific root URLs for which Publisher has applied for approval. Company
reserves the right to withhold approval of membership in the Company Network based
on Website primary language. Company reserves the right, in its sole discretion
and without liability, to reject, omit or exclude any Publisher or Website for
any reason at any time, with or without notice to the Publisher and regardless
of whether such Publisher or Website was previously accepted.
b) Representation: Publisher
represents and warrants that: (1) it is the owner or is licensed to use the entire
contents and subject matter contained in the Website; (2) the Website is free
of any "worm", "virus" or other device that could impair or injure any person
or entity; (3) the Website does not violate any law or regulation governing false
or deceptive advertising, sweepstakes, gambling, comparative advertising, or trade
disparagement; (4) the Website does not contain any misrepresentation, or content
that is defamatory or violates any rights of privacy or publicity; (5) Publisher
is generally familiar with the nature of the Internet and will comply with all
laws and regulations that may apply; and (6) the Website does not and will not
infringe any copyright, trademark, patent or other proprietary right. Publisher
grants Company and the customer the right and license to transmit the Creative
to the Website.
c) Termination: Company
reserves the right to terminate any Publisher's relationship with the Company
Network at any time, with or without cause. Termination notice may be provided
via email or any other public means and will be effective immediately. Upon receipt
of such termination notice, Publisher agrees to immediately remove from his/her
website Company’s html code for serving Creative from Company. Publisher will
be paid, in the next scheduled payment cycle, all legitimate earnings due up to
the time of termination. Upon termination, and in the event that blatant fraudulent
activities have been documented in the Company server logs, all ties to referrals
will be permanently severed and Publisher will not receive future referral commissions.
d) Content: Company reserves
the absolute right to refuse to affiliate with any Publisher. Company does not
accept Websites that produce or provide adult content. Company does not accept
Websites that engage in, promote or facilitate illegal or legally questionable
activities such as pirating and hacking. Company does not accept Websites that
are: under construction, hosted by a free service, personal home pages, or do
not own the domain they are under. Company ad codes can be used on Webpages that
contain forums, discussion boards, or chat rooms.
This Agreement is voidable by Company immediately if Publisher fails to disclose,
conceals or misrepresents itself in any way. In addition, Company may in its complete
discretion refuse to serve any Website that it deems appropriate. To insure compliance
with this Agreement, any Publishers that change their content after approval for
membership MUST notify Company of the changes in writing IMMEDIATELY. We prefer
you notify us ahead of time of any major changes in content or design.
e) Traffic: Company reserves
the right to terminate Publisher’s relationship with Company immediately should
either (a) the number of Impressions delivered by Publisher total less than 2,500
per month, or (b) the unique Click Through rate equals .1% or less for any fourteen
(14) consecutive calendar day period, or (c) Publisher’s traffic falls below the
threshold established by Company from time to time. Company reserves the right
to change the minimum CTR at any time in response to market pressures.
f) Defaults: Company may
not be able to fill 100% of advertising requests sent to its servers with paying
ads. Company provides free Publisher-defined default redirects expressly for this
reason. If Publisher chooses not to specify a default redirect, Company will display
so-called 'house' and 'AdCouncil' ads on Publisher's website when paid advertising
is unavailable. Company may display so-called 'house' and 'AdCouncil' ads on any
Publisher's website when technical difficulties require it. So-called 'house'
and 'AdCouncil' ads are not paid advertising. Under no circumstances does Company
guarantee to provide any percent fill of paid advertising to a website.
g) Placement: Creative
may NOT be placed on any root URL not specifically approved for membership within
the Network. All creative must be placed within specified areas of the Webpage
(varies by creative type). Company pop-under windows can not be launched from
websites that launch more than a total of two pop windows. No member will place
ads on blank pages, on pages with no content, on top of one another, on non-approved
Websites, or in such a fashion that may be deceptive to the visitor. Creative
cannot be placed in email messages. Creative may NOT be placed on webpages that
contain content that is not under direct webmaster control. Modifications can
be made to align Creative, change text color, change text size, or change text
font. In addition, all Creative must be placed in such a manner that a majority
of visitors will notice the Creative.
h) Fraud and Deception:
Company audits every Publisher's traffic on a daily basis. Publishers that commit
fraudulent activities, including false clicks, false impressions, and incentivised
clicks, will have their account permanently removed from our network and will
not be compensated for fraudulent traffic. Additionally, Company reserves the
right to register fraudulent Publishers in a global ad network fraud database,
for usage by other ad networks. We have several fraud mechanisms at our disposal
that will detect most forms within a few days of the initial activity. All proceeds
from accounts with fraudulent activity will be refunded to Advertisers. All Company
Creative must be served from a Company server or serving location. Stored images
that are loaded from a different location will not count towards any statistic
or payment. Publishers agree to not artificially inflate traffic counts using
a program (including scripts), device, or other means. Excessive page reloading
or any other abuse of our system could result in legal action. No Publisher shall
induce visitors to click on Creatives based on incentives, provided, however,
that, with the prior approval of Company, certain language may appear above or
below an advertisement served by Company. The following methods of generating
visitor interest are unacceptable to Company and may be grounds for dismissal
from the Network: use of unsolicited email or inappropriate newsgroup postings
to promote your Website; auto-spawning of browsers; automatic redirecting of users;
clicking on your own banners; blind text links; misleading links; or any other
method that may lead to artificially high numbers of impressions or clicks.
i) Code: Company ad codes
must be not be modified from original format without consent from Company. Publisher
agrees to use the ad code provided for displaying Creative not more than ONCE
per page view. Ad codes cannot be placed in email messages. Company ad codes can
be used on Web pages that contain forums, discussion boards, and chat rooms.
Publisher can not alter, copy, modify, take, sell, reuse,
or divulge any Company computer code, except as is necessary to partake in the
Company Network, provided, however, with the prior approval of Company, a Publisher
may, in certain instances, modify the Company computer code for purposes of inserting
certain pre-approved language above or below an advertisement served by Company.
Requests for language approval should be sent to support (at) petlinkexchange
dot com.
j) Data Reporting (Stats):
Company is the sole owner of all website, campaign, and aggregate web user data
collected by Company. Publisher only has access to campaign data that is collected
through the use of their inventory. Customers only have access to website and
web user data that is collected as part of Customer's campaign.
k) Contact Information:
To insure timely payment, Publishers are responsible for maintaining the correct
contact and payment information associated with their account. Payment Profile
information must be updated by the last day of the month to be be reflected in
the next payment. This must be done online using the Publisher's account.
Any and all bank/service fees associated with returned or cancelled payments due
to any error in the Publisher contact or payment information are Publisher's responsibility,
and will be deducted from re-payment.
3) PAYMENT POLICY
Commission Structure:
Level |
Month Commision Earnings |
Commision Rate |
1 |
Under $50.00 |
35% |
2 |
50.01-500.00 |
40% |
3 |
500.01-1000.00 |
45% |
4 |
1000.01
|
50% |
Example: All sites start as
a Level 1 Publisher. If you earn over $50.00 but less than $500 in a single
month, your account will become a Level 2 Publisher the month following that
months payment. Should your account fall below its current Level commission
requirements for two consecutive months, it will be adjusted accordingly.
Actual campaign rates vary with
market conditions. Gross campaign rates are less any payment transaction fees,
campaign referral fees, cost-of-money / bad-debt fees, and applicable ad serving
fees. Company reserves the right to set and negotiate specific payment terms on
an individual basis. Publishers will typically be paid within twenty-five (25)
business days after the end-of-month. Do not invoice Company; all Publisher
invoices are discarded. Publishers will be paid at the account level. All
accounts will be settled in US dollars ($US). No checks will be issued for any
amounts less than $50US. Guaranteed payments for balances of less than $50US will
incur a service charge of $2.50US. Net payments under $1.00 after service charge
will not be made and are permanently forfeited. All unpaid earnings will rollover
to the next pay period. Any Publisher account that goes unpaid for six (6) months
becomes subject to immediate payoff, with service charge, and immediate dismissal
from the Company Network. Every US-based Publisher account must have a unique
taxpayer identification number (TIN). Publishers can not refer themselves as a
Publisher or as an Advertiser. Groups of Publishers can not refer each other.
All payments are based on actuals as defined, accounted and audited by Company.
In no event will payments be made on accounts that have not provided proper tax
identification information. Company reserves the absolute right not to pay any
accounts or Publishers that violate any of the terms and conditions set forth
herein. Company 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. Examples of such acts may
include, without limitation, clicks without referring URLs, extraordinary high
numbers of repeat clicks, and clicks from non-approved root URLs.
4) LIABILITY POLICY
a) Indemnification: Publisher
is solely responsible for any legal liability arising out of or relating to (i)
the content and other material set forth on the Publisher Websites and/or (ii)
any content or material to which users can link through the Publisher Websites
(other than through an advertisement supplied by Company). Publisher hereby agrees
to indemnify, defend and hold harmless Company and its officers, directors, agents,
affiliates and employees from and against all claims, actions, liabilities, losses,
expenses, damages, and costs (including, without limitation, reasonable attorneys’
fees) that may at any time be incurred by any of them by reason of any claims,
suits or proceedings (a) for libel, defamation, violation of right of privacy
or publicity, copyright infringement, trademark infringement or other infringement
of any third party right, fraud, false advertising, misrepresentation, product
liability or violation of any law, statute, ordinance, rule or regulation throughout
the world in connection with the Publisher Websites (except for advertisements
supplied by Company); (b) arising out of any material breach by Publisher of any
duty, representation or warranty under any agreement with Company; or (c) relating
to a contaminated file, virus, worm, or Trojan horse originating from the Publisher
Websites (other than through an advertisement supplied by Company).
b) Damages: In no event
shall either party be liable for special, indirect, incidental, or consequential
damages, including, but not limited to, loss of data, loss of use, or loss of
profits arising thereunder or from the provision of services.
c) Warranty Disclaimer:
Company and its Customers do not make and hereby expressly disclaim all warranties,
express or implied, with respect to any matter whatsoever, including, without
limitation, the performance of any software programs incidental to services rendered
by Company, services provided thereunder, or any output or results thereof. Company
and its Customers specifically disclaim any implied warranty of merchantability
or fitness for a particular purpose.
d) Limitation of Liability:
Neither Company nor its Customers will be subject to any liability whatsoever
for (a) any failure to provide reference or access to all or any part of the Website
due to systems failures or other technological failures of Company or of the Internet;
(b) delays in delivery and/or non-delivery of Creative, including, without limitation,
difficulties with a Customer or Creative, difficulties with a third-party server,
or electronic malfunction; and (c) errors in content or omissions in any Creative.
5) GENERAL
a) Applicability: In This
Agreement, including all attachments which are incorporated herein by reference,
constitutes the entire agreement between the parties with respect to the subject
matter hereof, and supersedes and replaces all prior and contemporaneous understandings
or agreements, written or oral, regarding such subject matter. Applicable sections
shall survive expiration or early termination of this Agreement. Nothing in this
Agreement shall be deemed to create a partnership or joint venture between the
parties and neither Company nor Publisher shall hold itself out as the agent of
the other, except for that specified in this Agreement. Neither party shall be
liable to the other for delays or failures in performance resulting from causes
beyond the reasonable control of that party, including, but not limited to, acts
of God, labor disputes or disturbances, material shortages or rationing, riots,
acts of war, governmental regulations, communication or utility failures, or casualties.
Failure by either party to enforce any provision of this Agreement shall not be
deemed a waiver of future enforcement of that or any other provision. Any waiver,
amendment or other modification of any provision of this Agreement shall be effective
only if in writing and signed by the parties. If for any reason a court of competent
jurisdiction finds any provision of this Agreement to be unenforceable, that provision
of the Agreement shall be enforced to the maximum extent permissible so as to
effect the intent of the parties, and the remainder of this Agreement shall continue
in full force and effect. Headings used in this Agreement are for ease of reference
only and shall not be used to interpret any aspect of this Agreement. In addition
to terms that are negotiated and documented separately from this Agreement, terms
that are automatically generated through the interactive use of the Company website
Publisher interface are explicitly bound by this Agreement.
b) Public Release: Publisher
shall not release any information regarding Campaigns, Creatives, or Publishers
relationship with Company or its customers, including, without limitation, in
press releases or promotional or merchandising materials, without the prior written
consent of Company. Company shall have the right to reference and refer to its
work for, and relationship with, Publisher for marketing and promotional purposes.
No press releases or general public announcements shall be made without the mutual
consent of Company and Publisher.
c) Remedy: If any Publisher
violates or refuses to partake in their responsibilities, or commits fraudulent
activity against us, Company reserves the right to withhold payment and take appropriate
legal action to cover its damages.
d) Audit: Company shall
have the sole responsibility for calculation of Publisher earnings, including
Impressions and click through numbers. In the event Publisher disagrees with any
such calculation, a written request should be sent immediately to Company. Company
will provide Publisher with an explanation or adjustment of the numbers which
shall be final and binding.
e) Modifications: Company
reserves the right to change any conditions of this contract at any time. Members
are responsible for complying with any changes to the Company Publisher Agreement
within 10 business days from the date of change. Company will post any changes
to this Agreement in the Publisher area of the Company Website..
f) Privacy: Publisher shall
support Company’s commitment to protect the privacy of the online community; such
commitment is set forth in Company’s Privacy Statement, which is hereby incorporated
into this Agreement.
g) Assignment: Customer
may not assign this Agreement, in whole or in part, without written consent from
Company. Any attempt to assign this Agreement without such consent will be null
and void.
h) Governing Law: This
Agreement will be governed by and construed in accordance with the laws of the
State of Michigan.
i) Ability to Enter into Agreement:
By executing this Agreement, Publisher warrants that Publisher (or Authorized
Representative of Publisher) is at least 18 years of age, and that there is no
legal reason that Publisher cannot enter into a binding contract
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