Affiliate Program Operating Agreement This Affiliate Program Operating Agreement(the "Agreement") is made and entered into by and between Ad4Rev ("Ad4Rev" or "we"), and you, ("you" or "Affiliate") the party submitting an application to become a Ad4Rev affiliate). The terms and conditions contained in this Agreement apply to your participation with https://ad4rev.com/ ("Affiliate Program"). Each Affiliate Program offer (an "Offer") maybe for any offering by Ad4Rev or a third party (each such third party a "Client") and may link to a specific website for that particular Offer ("Program Web Site"). Furthermore, each Offer may have additional terms and conditions on pages within the Affiliate Program and are incorporated as part of this Agreement. By submitting an application or participating in an Offer, you expressly consent to all the terms and conditions of this Agreement.
Enrollment in the Affiliate Program
You must submit an Affiliate Program application from our website. You must accurately complete the application to become an affiliate (and provide us with future updates) and not use any aliases or other means to mask your true identity or contact information. After we review your application, we will notify you of your acceptance or rejection to the Affiliate Program, generally within two (2) business days. We may accept or reject your application at our sole discretion for any reason.
Obligations of the Parties
Subject to our acceptance of you as an affiliate and your continued compliance with the terms and conditions of this Agreement, Ad4Rev agrees as follows:
We will make available to you via the Affiliate Program graphic and textual links to the Program Web Site and/or other creative materials (collectively, the "Links") which you may display on websites owned or controlled by you, in emails sent by you and clearly identified as coming from you and in online advertisements (collectively, "Media"). The Links will serve to identify you as a member of our Affiliate Program and will establish a link from your Media to the Program Web Site.
We will pay Affiliate for each Qualified Action (the "Commission"). A"Qualified Action" means an individual person who (i) accesses the ProgramWeb Site via the Link, where the Link is the last link to the Program WebSite, (ii) is not a computer-generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real live person, (iii) is not using pre-populated fields (iv)completes all of the information required for such action within the time period allowed by Ad4Rev and (v) is not later determined by Ad4Rev to be fraudulent, incomplete, unqualified or a duplicate.
We will pay you any Commissions earned monthly, provided that your account is currently greater than $. Accounts with a balance of less than$ will roll over to the next month and will continue to roll over monthly until $ is reached. We reserve the right to chargeback to your account any previously paid Qualified Actions that are later determined to have not met the requirements to be a Qualified Action.
Payment for Commissions is dependent upon Clients providing such funds to Ad4Rev, and therefore, you agree that Ad4Rev shall only be liable to you for Commissions to the extent that Ad4Rev has received such funds from the Clients. You hereby release Ad4Rev from any claim for Commissions if Ad4Rev has not received such funds from the Clients.
Ad4Rev shall automatically generate an invoice on behalf of Affiliate for all Commissions payable under this Agreement and shall remit payment to affiliate based upon that invoice. All tracking of Links and determinations of Qualified Actions and Commissions shall be made by Ad4Rev at its sole discretion. In the event that Affiliate disputes in good faith any portion of an invoice, Affiliate must submit that dispute to Ad4Rev in writing and in sufficient detail within thirty (30) days of the date on the invoice. If Affiliate does not dispute the invoice as set forth herein, then Affiliate agrees that it irrevocably waives any claims based upon that invoice. In the event that affiliate is also tracking Qualified Actions and Affiliate claims a discrepancy, Affiliate must provide Ad4Rev with Affiliate's reports within three (3) days after 30th day of the calendar month, and if Ad4Rev's and Affiliate'sreported statistics vary by more than 10% and Ad4Rev reasonably determines that Affiliate has used generally accepted industry methods to track Qualified Actions, then Ad4Rev and Affiliate agree to make a good faith effort to arrive at a reconciliation. If the parties are unable to arrive at a reconciliation, then Ad4Rev's numbers shall govern.
If Affiliate has an outstanding balance due to Ad4Rev under this Agreement or any other agreement between the Affiliate and Ad4Rev, whether or not related to the Affiliate Program, Affiliate agrees that Ad4Rev may offset any such amounts due to Ad4Rev from amounts payable to Affiliate under this Agreement.
Affiliate also agrees to:
Have sole responsibility for the development, operation, and maintenance of, and all content on or linked to, your Media.
Ensure that all materials posted on your Media or otherwise used in connection with the Affiliate Program (i) are not illegal, (ii) do not infringe upon the intellectual property or personal rights of any third party, and (iii)do not contain or link to any material which is harmful, threatening, defamatory, obscene, sexually explicit, harassing, promotes violence, promotes discrimination (whether based on sex, religion, race, ethnicity, nationality, disability or age), promotes illegal activities (such as gambling), contains profanity or otherwise contains materials that Ad4Rev informs you that it considers objectionable (collectively, "Objectionable Content").
Not make any representations, warranties, or other statements concerning Ad4Rev or Client or any of their respective products or services, except as expressly authorized herein.
Make sure that your Media does not copy or resemble the look and feel of the Program Web Site or create the impression that your Media is endorsed by Ad4Rev or Clients or a part of the Program Web Site, without prior written permission from us.
Comply with all (i) obligations, requirements, and restrictions under this agreement and (ii) laws, rules, and regulations as they relate to your business, your Media, or your use of the Links.
Comply with the terms, conditions, guidelines, and policies of any third-party services used by Affiliate in connection with the Affiliate Program, including but not limited to, email providers, social networking services, and ad networks.
Always prominently post and make available to end-users any terms and conditions in connection with the Offer set forth by Ad4Rev or Client, or as required by applicable laws regarding such Offers.
Make sure to not place Ad4Rev ads on any online auction platform (i.e. eBay, Amazon, etc).
The following additional program-specific terms shall apply to any promotional programs set forth below:
Email Campaigns. For all email campaigns, Affiliate must download the"Suppression List" from the Offers section of Ad4Rev. Affiliate shall filter its email list by removing any entries appearing on the Suppression List and will only send emails to the remaining addresses on its email list. Ad4Rev will provide an opt-out method in all Links, however, if any opt-out requests come directly to Affiliate, Affiliate shall immediately forward them to Ad4Rev at firstname.lastname@example.org Affiliate's emails containing the Links may not include any content other than the Links, except as required by applicable law.
Affiliate agrees that failure to download the Suppression List and remove all emails from the database before mailing may result in Commission withholdings, removal or suspension from all or part of the affiliate program, possible legal action, and any other rights or remedies available to Ad4Rev pursuant to this Agreement or otherwise. Affiliate further agrees that it will not mail or market to any suppression files generated through the Ad4Rev network, and that doing so may result in Commission withholdings, removal or suspension from the affiliate program, possible legal action, and any other rights or remedies available to Ad4Rev pursuant to this Agreement or otherwise.
Advertising Campaigns. No Links can appear to be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Ad4Rev in writing. Any pop-ups/underused for the Affiliate Program shall be clearly identified as Affiliate served in the title bar of the window and any client-side ad serving software used by Affiliate shall only have been installed on an end user's computer if the function of the software is clearly disclosed to end-users prior to installation, the installation is pursuant to affirmatively accepted and plain-English end user license agreement and the software be easily removed according to generally accepted methods.
Affiliate Network Campaigns. For all Affiliates that maintain their own affiliate networks, the Affiliate agrees to place the Links in its affiliate network(the "Network") for access and use by those affiliates in Affiliate's Network(each a "Third Party Affiliate"). Affiliate agrees that it will expressly forbid any Third Party Affiliate to modify the Links in any way. Affiliate agrees to maintain its Network according to the highest industry standards. Affiliate shall not permit any party to be a Third Party Affiliate whose website or business model involves content containing Objectionable Content. All third-party Affiliates must be in good standing with the Affiliate. Affiliate must require and confirm that all Third Party Affiliates affirmatively accept through verifiable means, this Agreement prior to obtaining access to the 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 Ad4Rev the identity and contact information for such Third Party Affiliate. Affiliate shall promptly remove any Third PartyAffiliate from the Affiliate Program and terminate their access to future offers of Ad4Rev in the Network upon written notice from Ad4Rev. Unless Ad4Rev 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 Ad4Rev, Affiliate shall remain liable for all acts or omissions of any Third Party Affiliate.
Except as otherwise provided in this Agreement or with the consent of Ad4Rev, you agree that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for any purpose other than your participation in the affiliate program, except and solely to the extent that any such information is generally known or available to the public through a source other than you. Affiliate shall not use any information obtained from the Affiliate Program to develop, enhance or operate a service that competes with the Affiliate Program, or assist another party to do the same.
Limited License & Intellectual Property
We grant you a nonexclusive, nontransferable, revocable right to use the Links and to access our website through the Links solely in accordance with the terms of this Agreement, for the sole purpose of identifying your Media as a participant in the Affiliate Program and assisting in increasing sales through the ProgramWeb Site.
You may not alter, modify, manipulate or create derivative works of the Links or any Ad4Rev graphics, creative, copy, or other materials owned by, or licensed to, Ad4Rev in any way. You are only entitled to use the Links to the extent that you are a member in good standing of the Affiliate Program. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of Ad4Rev's trademarks, service marks, copyrights, patents, or trade secrets. You agree that Ad4Rev may use any suggestion, comment, or recommendation you choose to provide to Ad4Rev without compensation. All rights not expressly granted in this Agreement are reserved by Ad4Rev.
This Agreement shall commence on the date of our approval of your affiliate program application and shall continue
thereafter until terminated as provided herein. 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. We may terminate your
participation in one or more Offers or this Agreement at any time and for any reason which we deem appropriate with
or without prior notice to you by disabling the Links or providing you with a written notice. Upon termination of
your participation in one or more Offers or this Agreement for any reason, you will immediately cease all use of and
delete all Links, plus all Ad4Rev or Client intellectual property, and will cease representing yourself as an Ad4Rev
or Client affiliate for such one or more Offers. All rights to validly accrued payments causes of action and any
provisions, which by their terms are intended to survive termination, shall survive any termination.
In addition to any other rights and remedies available to us under this agreement Ad4Rev reserves the right to
delete any actions submitted through your links and withhold and freeze any unpaid Commissions or chargeback
paid commissions to your account if (i) Ad4Rev determines that you have violated this agreement, (ii) Ad4Rev
receives any complaints about your participation in the Affiliate Program which Ad4Rev reasonably believes to
violate this Agreement or(iii) any Qualified Action is later determined to have not met the requirements set forth
in this Agreement or on the Affiliate Program. Such withholding or freezing of Commissions, or chargebacks 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, Ad4Rev reserves the right to disclose your identity and
contact information to appropriate law enforcement or regulatory authorities or any third party that has been
directly damaged by your actions.
You must strictly comply with the federal CAN-SPAM Act of 2003 (the "Act"). All emails sent in connection with the
Affiliate Program must include the appropriate party's opt-out link. From time to time, we may request - prior to
your sending emails containing linking or referencing the Affiliate Program that you submit the final version of
your email to Ad4Rev for approval by sending it to your Ad4Rev representative and upon receiving written approval
from Ad4Rev of your email the email may be transmitted to third parties.
It is solely your obligation to ensure that the email complies with the Act. You agree not to rely upon Ad4Rev's
approval of your email for compliance with the Act, or assert any claim that you are in compliance with the Act
based upon Ad4Rev'sapproval.
You are expressly prohibited from using any persons, means, devices, or arrangements to commit fraud, violate any
applicable law, interfere with other affiliates, or falsify information in connection with referrals through the
Links or the generation of Commissions or exceed your permitted access to the Affiliate Program. Such acts include,
but are in no way limited to, using automated means to increase the number of clicks through the Links or
completion of any required information, using spyware, using steelware, cookie-stuffing, and other deceptive acts
or click-fraud. Ad4Rev shall make all determinations about fraudulent activity at its sole discretion.
Representations and Warranties
You hereby represent and warrant that this Agreement constitutes your legal, valid, and binding obligation,
enforceable against you in accordance with its terms and that you have the authority to enter into this Agreement.
Subject to the other terms and conditions of this Agreement, Ad4Rev represents and warrants that it shall
not knowingly violate any law, rule, or regulation which is applicable to Ad4Rev's own business operations or
Ad4Rev's proprietary products or services.
In addition to any notice permitted to be given under this Agreement, we may modify any of the terms and conditions
of this Agreement at any time by providing you with a notification by email. The changes will become effective ten
(10) business days after such notice. If the modifications are unacceptable to you, you may terminate thisAgreement
without penalty solely on the account of such termination within such ten(10) business day period. You're continued
participation in this Affiliate Program ten(10) business days after a change notice has been posted will
constitute your acceptance of such change. In addition, Ad4Rev may change, suspend or discontinue any aspect of an
Offer orLink or remove, alter, or modify any tags, text, graphic, or banner ad in connection with a Link. Affiliate
agrees to promptly implement any request from Ad4Rev to remove, alter or modify any Link, graphic, or banner ad that
is being used by Affiliates part of the Affiliate Program.
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You have independently
evaluated the desirability of participating in the affiliate program and each Offer and are not relying on any
representation, guarantee or statement other than as set forth in this Agreement or on the Affiliate Program.
Affiliate hereby agrees to indemnify, defend and hold harmless Ad4Rev and clients and they're respective
subsidiaries, affiliates, partners and licensors, directors, officers, employees, owners, and agents against any
and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses
(including reasonable attorneys' fees and costs) based on (i) any failure or breach of this Agreement, including
any representation, warranty, covenant, restriction, or obligation made by Affiliate herein, (ii) any misuse by
Affiliate, or by a party under the reasonable control of Affiliate or obtaining access through an affiliate, of the
Links, Offers or Ad4Rev or Client intellectual property, or (iii)any claim related to your Media, including but
not limited to, the content contained on such Media (except for the Links).
Ad4Rev hereby agrees to indemnify, defend and hold harmless Affiliate and its subsidiaries, affiliates,
partners, and their respective directors, officers, employees, owners, and agents against any and all claims,
actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable
attorneys' fees and costs) based on a claim that Ad4Rev is not authorized to provide you with the Links.
THE AFFILIATE PROGRAM AND LINKS, AND THE PRODUCTS AND SERVICES PROVIDED IN CONNECTION THEREWITH, ARE PROVIDED
TO AFFILIATE "AS IS". EXCEPT AS EXPRESSLY SET FORTH HEREIN, Ad4Rev EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS,
IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
Ad4Rev DOES NOT WARRANT THAT THE AFFILIATE PROGRAM OR LINKS WILL MEET AFFILIATE'S SPECIFIC REQUIREMENTS OR THAT THE
OPERATION OFTHE AFFILIATE PROGRAM OR LINKS WILL BE COMPLETELY ERROR-FREE OR UNINTERRUPTED. Ad4Rev EXPRESSLY
DISCLAIMS ANY LIABILITY FOR ANY ACT OR OMISSION OF A CLIENT OR THEIR PRODUCTS OR SERVICES. Ad4Rev DOES NOT GUARANTEE
THAT AFFILIATE WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS.
Limitation of Liability
IN NO EVENT SHALL Ad4Rev BE LIABLE FOR ANY UNAVAILABILITY ORINOPERABILITY OF THE LINKS, PROGRAM WEBSITES,
TECHNICAL MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY, DAMAGE, OR DISRUPTION OF
ANY KIND BEYOND THE REASONABLE CONTROL OF Ad4Rev. IN NO EVENT WILL Ad4Rev BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, PERSONAL INJURY / WRONGFUL DEATH, SPECIAL OREXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS
OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT Ad4Rev HAS
BEEN ADVISED OF THE POSSIBILITY THEREOF. Ad4Rev'S CUMULATIVE LIABILITY TO AFFILIATE, FROM ALL CAUSES OF ACTION AND
ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO AFFILIATE BY Ad4Rev IN
COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
Governing Law & Miscellaneous
Affiliate shall be responsible for the payment of all attorneys fees and expenses incurred by Ad4Rev to enforce the
terms of this agreement. This Agreement contains the entire agreement between Ad4Rev and affiliates with respect to
the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or
oral. Affiliate agrees that Ad4Rev shall not be subject to or bound by any Affiliate insertion order or
online terms and conditions that amend, conflict with, or supplement this Agreement, regardless of whether Ad4Rev
"clicks through" or otherwise indicates its acceptance thereof. The affiliate may not assign all or any part of this
Agreement without Ad4Rev'sprior written consent. Ad4Rev may assign this Agreement at any time with notice
affiliate. This Agreement will be binding on and will inure to the benefit of the legal representatives,
successors and valid assigns of the parties hereto. The provisions of section 3, 4(b), 6, 7, 8, 12-15 and any
accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the
"Modifications" section above, this Agreement may not be modified without the prior written consent of both parties.
If any provision of this Agreement is held to be void, invalid, or inoperative, the remaining provisions of this
The agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least
degree necessary to remedy such invalidity while retaining the original intent of the parties. Each party to this
The agreement is an independent contractor in relation to the other party with respect to all matters arising under
this Agreement. Nothing herein shall be deemed to establish a partnership, joint venture, association, or employment
relationship between the parties. No course of dealing nor any delay in exercising any rights hereunder shall
operate as a waiver of any such rights. No waiver of any default or breach shall be deemed a continuing waiver or a
waiver of any other breach or default.
By submitting an application to Affiliate Program, you affirm and acknowledge that you have read thisAgreement
in its entirety and agree to be bound by all of its terms and conditions. If you do not wish to be bound by this
In the agreement, you should not submit an application to Affiliate Program. If an individual is accessing this Agreement
on behalf of a business entity, by doing so, such individual represents that they have the legal capacity and
authority to bind such business entity to this Agreement.