Terms and Conditions
Effective Date: February 20, 2022
This Agreement is made and entered into by and between Digital Products LLC (“Digital Products” or “we”), and you, (“Affiliate” or “Partner” or “Publisher”), the party signing an agreement including but not limited to insertion orders to provide advertising services for Digital Products. By signing the aforementioned agreements, you agree to these terms and conditions.
To become an affiliate, you can contact us through our website (https://digitalproducts.am//). After reviewing your application, we will notify you generally within five (5) business days. We reserve the right to accept or reject your application at our sole discretion.
OBLIGATIONS OF THE PARTIES
Subject to our acceptance of your application as a publisher and your compliance with this Agreement, Digital Products LLC agrees as follows:
- I. We will make available to you via graphic and textual links to our Web Sites and/or other materials (“Links and Creatives”, “Creatives and Links”) which you may display on your web sites, 3rd party web sites you partner with as a network, in email messages identified as being sent by you or 3rd party web sites you partner with as a network and in online advertisements (“Media”). The Links and Creatives will serve to establish a link from your Media to our Web Sites.
- II. We will pay Publisher for Qualified Actions (or “Commission”). A “Qualified Action” means an individual person who (i) can access our Web Sites via Links and Creatives, (ii) is a real person and not a computer-generated user, (iii) completes all of the necessary registration information within the time period allowed by Digital Products LLC and (v) is not later determined by Digital Products LLC to be fraudulent or a duplicate.
- III. Publisher will generate an invoice for all Qualified Actions payable under the Agreement. Digital Products LLC will remit payment to Publisher in accordance with that invoice. All tracking of Links and Creatives and determinations of Qualified Actions will be made by Digital Products LLC in its discretion. If Digital Products LLC disputes any portion of an invoice, Digital Products LLC will submit a dispute to Publisher in sufficient detail within thirty (30) days of the invoice′s date. If Digital Products LLC does not submit a dispute, then Digital Products LLC agrees that it waives any claims based upon the invoice. If Digital Products LLC claims a discrepancy, Publisher must send reports to Digital Products LLC within three (3) days after the 30th day of the calendar month, and if Digital Products' and Publisher′s statistics vary by more than 10% and Digital Products LLC determines that Publisher has used accepted by both Parties methods to track Commissions, then Digital Products LLC and Publisher agree to make an effort to arrive at a reconciliation. If Digital Products LLC and Publisher are unable to reach a reconciliation, then Digital Products' numbers shall govern. Publisher′s tracking methods must be specified in the insertion order, and Digital Products LLC must be able to access Publisher′s tracking platform at any time. Publisher also agrees to:
- IV. Have responsibility for the operation, development, and maintenance of, and all content on or linked to, your Media.
- V. Ensure that all materials posted on your Media (i) are not illegal, (ii) do not infringe upon the intellectual property of a third party and (iii) do not contain or link to content which is harmful, discriminatory, obscene, sexually explicit, promotes violence or illegal activities, or contains materials that Digital Products informs you it considers objectionable (“Objectionable Materials”).
- VI. Not make any representations or other statements concerning Digital Products or any of their products or services, except as authorized herein.
- VII. Ensure that your Media does not copy of our Web Site or create the impression that your Media is endorsed by Digital Products, without prior written permission from Digital Products.
- VIII. Comply with all (i) requirements under this Agreement and (ii) laws and regulations as they relate to Publisher′s business, your Media or your use of the Links and Creatives.
- IX. Comply with the terms, conditions, and policies of third party services used by Publisher in connection with the cooperation under this Agreement, including email providers, social networking services, and advertisement networks.
- XI. Prominently make available to end-users any terms and conditions in connection with the Offer that is specified in a related Insertion Order and set forth by Digital Products, or as required by applicable laws.
- XII. Do not place Digital Products ads on any auction platform (i.e. eBay, Amazon, or other). The following additional terms will apply to any promotional programs set forth below:
- XIII. Email Campaigns. For any email campaign, Publisher must download the “Suppression List” from the Offers section of Digital Products' tracking platform you will have access to or obtain directly from your Account Manager (“Contact at Digital Products”). Publisher must filter its email list by removing any entries on the Suppression List and sending emails to the remaining addresses on its email list. Digital Products will provide its opt-out method in every Link and Creative, however, if any opt-out requests come directly to Publisher, Publisher must immediately forward them to Digital Products at firstname.lastname@example.org. Publisher′s emails containing the Links and Creatives must not include any content other than the Links and Creatives, except as required by law. Publisher agrees that inability to download the Suppression List and remove all emails from the database can result in Commission withholdings or breaching this Agreement, possible legal action and any other rights available to Digital Products pursuant to this Agreement. Publisher agrees that it will not market to any suppression files generated through the Digital Products network, and that doing so may result in Commission withholdings, breaching this Agreement, possible legal action and any other rights available to Digital Products pursuant to this Agreement.
- XIV. Ad Campaigns. No Links and Creatives can be associated with or be positioned on chat rooms or bulletin boards unless otherwise agreed by Digital Products. Any pop-ups used for the cooperation under this Agreement shall be clearly identified as Publisher served in the title bar of the window and any client-side ad serving software used by Publisher should only have been installed on an end-user′s computer if the function of the software is disclosed to end-users, the installation is pursuant to an affirmatively accepted and plain-english end user license agreement and the software be easily removed.
- XV. Publisher Network Campaigns. For all Publishers that maintain their own affiliate networks, Publisher agrees to allow those affiliates to access and use the Links and Creatives in Affiliate′s Network (“Third Party Affiliate”). Publisher agrees to forbid any Third Party Affiliate to modify the Links and Creatives unless approved by Digital Products. Publisher agrees to maintain the Network according to the industry standards. Publisher must not allow any party to be a Third Party Affiliate whose web site involves Objectionable Content. All Third Party Affiliates should be in good standing with Publisher. Publisher must require that all Third Party Affiliates accept this Agreement prior to getting access to the Links and Creatives. Publisher shall terminate any Third Party Affiliate who takes any action that violates this Agreement. If either party suspects any wrongdoing by a Third Party Affiliate, Publisher should disclose to Digital Products the identity for such Third Party Affiliate. Publisher must remove any Third Party Affiliate from the cooperation under this agreement and terminate their access to future Offers of Digital Products. Unless Digital Products has been provided with all the necessary truthful contact information for a Third Party Affiliate and such Third Party Affiliate has accepted this Agreement as recorded by Digital Products, Affiliate will remain liable for every omission of any Third Party Affiliate.
Except as otherwise provided in this Agreement, you agree that all information, including the terms of this Agreement, business information, customer lists, and pricing information, concerning us or any of our affiliates provided by any of them must be confidential and must not be utilized by you for any purpose other than our cooperation under this Agreement, except and solely to the extent that such information is generally known.
We grant you a nonexclusive, non-transferable, revocable right to use the Links and Creatives and to access our web sites through the Links and Creatives in accordance with this Agreement, for the purpose of identifying your Media as a participant in the Agreement.
You may not alter the Creatives and Links or any Digital Products LLC graphics or other materials owned by, or licensed to, Digital Products LLC in any way. You can only use the Links to cooperate with us under this Agreement. Digital Products LLC can revoke your license anytime by giving you a written notice. Except as expressly stated, nothing in this Agreement grants you any rights to any of Digital Products LLC′s trademarks, copyrights, patents, or service marks. You agree that Digital Products LLC may use any suggestion you choose to provide to Digital Products LLC without compensation. All rights not granted in this Agreement are reserved by Digital Products LLC.
This Agreement must commence on the date of signing an agreement including but not limited to insertion orders and shall continue thereafter until terminated. You can terminate your participation at any time by removing all Creatives and Links from your Media and deleting all copies of the Creatives and Links. We can terminate your participation in this Agreement at any time and for any reason with or without notice to you by disabling the Creatives and Links or Offers. Upon termination of your participation in this Agreement, you should immediately stop all use of and delete all creatives and Links and all Digital Products LLC intellectual property, and must stop representing yourself as an Digital Products LLC publisher. All rights to validly accrued payments and causes of action, which are intended to survive termination, should survive any termination.
In addition to other rights available under this Agreement, Digital Products LLC can delete any actions submitted through your Creatives and Links and withhold any unpaid Commissions or charge back Commissions to your account if (i) Digital Products LLC determines that you have violated this Agreement, (ii) Digital Products LLC receives any complaints about your actions which Digital Products LLC believes to violate this Agreement or (iii) any Qualified Action is determined to have not met the requirements of this Agreement. Such withholding of Commissions, or charge backs for Commissions, will be without regard as to whether Commissions were earned as a result of such breach. In case of a material breach of this Agreement, Digital Products LLC can disclose your identity to law enforcement or any third party that has been damaged by your actions.
You are prohibited from using any means or arrangements to violate any law, commit fraud, interfere with other affiliates or falsify information in connection with referrals through the Links or the generation of Commissions. Such acts include using automated means to increase the number of clicks through the Creatives and Links, using spyware or stealware, cookie-stuffing, and other click-fraud. Digital Products LLC will make 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, Digital Products LLC represents and warrants that it will not knowingly violate any law or rule which is applicable to Digital Products LLC own business operations or Digital Products LLC′s proprietary products.
In addition to any notice permitted under this Agreement, we may modify any of the terms and conditions of this Agreement by sending you a notification via email. The changes will become effective ten (10) business days after such notice. If you find the modifications unacceptable, you can terminate this Agreement without penalty solely on account of such termination within ten (10) business days. Your continued cooperation under this Agreement ten (10) business days after a modification notice has been posted will constitute your acceptance of such modification. Digital Products LLC may also change or suspend any aspect of an Offer or a Creative or a Link or remove or modify any tags, graphic, text, or banner ad in connection with a Creative or a Link. Publisher agrees to promptly implement any request from Digital Products LLC to remove or modify any Creative or Link, graphic or banner ad that is being used by Publisher as part of cooperation under this Agreement.
You acknowledge that you have read this Agreement and agree to its terms and conditions. You have evaluated the desirability of cooperation under this Agreement and each Offer and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.
Publisher hereby agrees to indemnify, defend and hold harmless Digital Products LLC and its products, applications, web properties, and its subsidiaries, directors, officers, affiliates, partners and licensors, employees, owners, and agents against any claims, losses, damages, actions, demands, liabilities, judgments, settlements, costs, and expenses (including reasonable attorneys′ costs) based on (i) any breach of this Agreement, including any warranty, covenant, representation, restriction or obligation made by Publisher, (ii) any misuse by Publisher, or by a party under the control of Publisher or obtaining access through Publisher, of the Creatives and Links, Offers or Digital Products LLC intellectual property, or (iii) any claim related to your Media, including the content contained on such Media (excluding the Creatives and Links).
Digital Products LLC agrees to indemnify, defend and hold harmless Publisher and its affiliates, subsidiaries, partners, and their directors, officers, employees, owners and agents against any and all claims, actions, damages, judgments, settlements, liabilities, losses, and costs (including reasonable attorneys′ costs) based on a claim that Digital Products LLC is authorized to provide you with the Creatives and Links.
LIMITATION OF LIABILITY
IN NO EVENT SHALL Digital Products LLC BE LIABLE FOR ANY UNAVAILABILITY OF THE LINKS, WEB SITES, MALFUNCTION, COMPUTER ERROR, CORRUPTION OR LOSS OF INFORMATION, OR OTHER INJURY OR DAMAGE OF ANY KIND BEYOND THE CONTROL OF Digital Products LLC. IN NO EVENT WILL Digital Products LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY/DEATH, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR LOSS OF BUSINESS OPPORTUNITY, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT Digital Products LLC HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. Digital Products′ 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 Digital Products LLC IN COMMISSIONS DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO SUCH CLAIM.
GOVERNING LAW & MISCELLANEOUS
Publisher shall be responsible for the payment of all attorney′s expenses incurred by Digital Products LLC to enforce the terms of this Agreement. This Agreement contains the entire agreement between Digital Products LLC and Publisher with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements. Publisher agrees that Digital Products LLC will not be subject to or bound by any Publisher insertion order or online terms that amend or supplement this Agreement, regardless of whether Digital Products LLC indicates its acceptance thereof. Publisher may not assign any part of this Agreement without Digital Products LLC′s written consent. Digital Products LLC may assign this Agreement at any time with notice to Publisher.
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, 6, 7, 8, 12-13 and any accrued payment obligations shall survive the termination of this Agreement. Except as set forth in the “Modifications” section, this Agreement may not be modified without the prior written consent of both parties. If any provision of this Agreement is held to be inoperative, void, or invalid, the remaining provisions of this Agreement should continue in effect, and the invalid portion should be deemed modified to the degree necessary to remedy such invalidity while retaining the original intent of each party. Each party is an independent contractor in relation to the other party with respect to every matter arising under this Agreement. Nothing should be deemed to establish a joint venture, partnership, or association between the parties. No course of dealing nor any delay in exercising any rights hereunder shall operate as a waiver of such rights. No waiver of any default or breach should be deemed a continuing waiver or a waiver of any other breach or default.
By agreeing to cooperate under this Agreement, 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 you do not wish to be bound by this Agreement, you should not sign any agreements including but limited by insertion orders. 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.