1. Parties to this Agreement
"You", "Your" refers to each and every affiliate or sub-affiliate of the ad-center.com affiliate program. Participation in the program constitutes full and complete acceptance of the terms and conditions set forth herein.
2. Ad-Center.com Responsibilities
- Coded URL. Upon your acceptance, ad-center.com will provide you with a URL coded to specifically identify you which will allow you to create a link to the ad-center.com web site. You may post this link in any location, as many times as you like subject to the remaining terms of this agreement regarding acceptable links.
- Tracking. Ad-Center.com agrees to track the customers referred to ad-center.com via the link provided to you for that purpose. Ad-Center.com will pay you a commission for each such referral made in compliance with this agreement pursuant to the commission schedule and the terms set forth in this affiliate agreement.
3. Affiliate Responsibilities
- Minimum Age. You agree that you are 18 years of age or older on the date that you first approve the terms hereof. You agree that you are in a jurisdiction where participation in the ad-center.com affiliate program does not violate any law, ordinance, regulation or standard.
- Operative Link. You agree to take full responsibility for ensuring the proper and continuing operation of your coded URL. You agree that you will notify ad-center.com if your coded URL ceases to function or ceases to function properly.
- Representations. You agree that you will not make any representations, promises, warranties or other statements about ad-center.com or the ad-center.com web site, products or policies other than as may be expressly approved in writing by ad-center.com or as otherwise provided to you by ad-center.com for that purpose.
- Link. You may use the coded URL provided by ad-center.com via the available ad-center.com Link Library or in any other form you wish provided that your use of the URL is not in any way disparaging of ad-center.com or otherwise not appropriate or acceptable in ad-center.com sole opinion and judgment. You may not violate any copyright, trademark or other intellectual property right of ad-center.com or any other party. You may not violate the ad-center.com General Terms of Service.
- Amendments. You agree that this agreement may be amended by ad-center.com at any time without notice to you. You agree to keep advised of any changes to this agreement by checking the ad-center.com web site on a periodic basis.
- Customers of ad-center.com. Ad-Center.com will have the sole right and responsibility to service all customers secured through your coded URL. All dealings with customers shall be directly and solely between customer and ad-center.com. Ad-Center.com shall have the right and obligation to determine all pricing and product offerings and shall have the right to make any changes thereto without notice to affiliate.
- Commission. Commissions are paid on a one time basis for each new account generated via your coded URL subject to the terms and conditions set forth herein. There will be no obligation to pay any other commission. Commissions will be paid twice per month using the NET15 payment model. The commission amount or any other term of this agreement may be changed by ad-center.com at any time without notice to you. It is your obligation to check this agreement document regularly to keep advised of any such changes. Ad-Center.com is expected to pay on time every time for qualified commissions.
- Qualified Commission. A "qualified commission" is one for which the new account which is the subject of the commission is deemed to be in compliance with the terms Accepted Use set forth in paragraph 4.3 Ad-Center.com shall make all decisions as to whether any commission is a "qualified commission" and reserves the right to withhold commissions generated by affiliates that are in violation of the terms of Accepted Use set forth in paragraph 4.3
- Accepted Use You represent to ad-center.com that You do not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) and is not defamatory, libelous, unlawful or otherwise objectionable. You shall not provide, promote, distribute, place or otherwise publish as an Affiliate of the ad-center.com any on any web site that contains content, which is libelous, defamatory, obscene, abusive, fraudulent or violates any law. You may not artificially inflate the number of customers sent via your tracking code to ad-center.com using any device, program, robot, network or other means in order to increase commissions. Failure to comply with these terms will result in IMMEDIATE account termination as well as full revocation of all pending commissions. You shall not promote ad-center.com through paid search including but not limited to Google Adwords, Yahoo Search, or Microsoft Ad Center.
You agree to keep Ad-Center informed of all websites you wish to promote. By default all websites may be blocked from advertising unless they pass approval on specific terms and conditions. It is your responsibility to keep Ad-Center up-to-date with all changes to your site(s). Only qualified websites will be considered for compensation.
- Payment Date. Ad-Center.com will pay to you all qualified commissions based on the terms set forth in paragraph 4.1
- Payment Form. Commissions will be paid via the following payment method as selected by you: PayPal, Payoneer, Paxum, Payza, Webmoney, Yandex (RUB ONLY), BitCoin, Wire, MoneyPolo. Any changes to this preference may be made via your account profile found within ad-center.com. Any Fees sustained by Ad-center for returned payments due to incorrect and/or incomplete information will be deducted from your commission.
- For security purposes, you are unable to change your payment information in the same payment method. You may ONLY select a different payment method. This is with exception to Wire.
- By selecting BitCoin, MoneyPolo, Webmoney and Yandex, you are agreeing to the fees associated with these payment methods. Fees are deducted from commission before payment is issued and are subject to change at any time. You will be notified via email when a change takes place.
5. Ownership and Licenses
- Property Ownership. Ad-Center.com shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
- License. Ad-Center.com grants you as an affiliate a revocable, non-exclusive, worldwide License to use, reproduce and transmit the ad-center.com logos, trademarks and service marks for the sole purpose of referring customers to ad-center.com and to accomplish the purpose and intent of this affiliate agreement. You may also generate your own creatives to accomplish the purpose and intent of this affiliate agreement, though ad-center.com is neither liable nor responsible for said creatives.
- Cease use upon demand. You agree to immediately cease the use of any mark upon request made by ad-center.com to the email address provided by you and maintained on file for you by ad-center.com. You agree to immediately cease the use of any link created by you to ad-center.com upon request by ad-center.com to the email address provided by you and maintained on file for you by ad-center.com.
- Effect upon Commission. Either party may terminate this agreement at any time without notice. Other than any termination under paragraph 6.2 herein, any commission which has become a qualified commission under the terms set forth in paragraph 4.2 as of the date of such termination will be paid post termination. Any commission which is not a qualified commission as of the date of notice of termination shall not thereafter become a qualified commission.
- Breach of this agreement. The breach of this agreement, or any provision thereof, knowingly or otherwise, willful or otherwise, is grounds for immediate suspension or at the sole option of ad-center.com termination of this agreement in it's entirety.
- Suspension. Suspension under this paragraph shall mean the withholding of all commission payments qualified or otherwise until such breach is cured. Suspension if not cured within a reasonable time as determined by ad-center.com will become a termination under 6.2 as of the date of the initial suspension.
- Survival. Upon termination of this agreement all rights and licenses granted by this agreement are immediately revoked. Paragraph 3.6, section 6 (Termination), Paragraphs 7.1 through 7.14 (inclusive) and 7.16 – 7.18 shall survive such termination and remain in full force and effect.
- Authority. Each party represents to the other that it has full binding authority to enter into this agreement and in the case of any entity other than an individual that the parson assenting to the terms of this agreement has the full binding authority of the entity purportedly bound.
- Non-Infringement. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and ad-center.com that you will not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy.
- Violation of Law. That you will not violate any applicable law, ordinance, regulation or standard.
- Terms of Service. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and ad-center.com that you agree to be bound by the ad-center.com General Terms of Service which are incorporated herein as though set forth at length herein.
- Unsolicited Email. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and ad-center.com that you will not use or otherwise permit the use of unsolicited commercial email (a.k.a. SPAM) in relation to the ad-center.com Affiliate program.
- Defamation/Libel. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and ad-center.com that you will not transmit any information which is or might be considered to be defamatory or libelous.
- Decency. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and ad-center.com that you will not transmit any information which is or might be considered to be lewd, pornographic or obscene;
- Unfair Competition. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and ad-center.com that you will not violate any laws regarding unfair competition, anti-discrimination or false advertising or the ad-center.com General Terms of Service.
- Promote Violence. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and ad-center.com that you will not take any action which might promote violence or contain hate speech.
- Damage ad-center.com. You agree that in the course of any performance under this agreement or otherwise with respect to any dealings between you and ad-center.com that you will not take any action that would in any way damage ad-center.com or otherwise compromise it's servers or equipment including utilize or otherwise transmit at any time contain viruses, Trojan horses, worms, time bombs, cancelbot or other similar harmful or deleterious programming routines.
- WARRANTY DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT ANY SERVICES OR MATERIALS PROVIDED BY ad-center.com PURSUANT TO THIS AGREEMENT ARE PROVIDED AS IS, WITH ALL FAULTS AND AS AVAILABLE, AND THAT ad-center.com MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS, ON ITS OWN BEHALF ON AND BEHALF OF ITS SUPPLIERS, DISTRIBUTORS AND LICENSORS, ANY WARRANTIES AS TO THE USEFULNESS, ACCURACY, RELIABILITY OR EFFECTIVENESS OF ANY SERVICES OR MATERIALS PROVIDED HEREUNDER OR THAT THE SERVICES PROVIDED HEREUNDER WILL BE UNINTERRUPTED, ERROR FREE OR AVAILABLE THROUGH ANY PARTICULAR METHOD OF DISTRIBUTION, OR THAT ANY SERVICES OR MATERIALS PROVIDED PURSUANT TO THIS AGREEMENT WILL WORK WITH EVERY INTERNET BROWSER, OR THAT DEFECTS HAVE BEEN OR WILL BE CORRECTED, OR THAT SUCH SERVICES OR MATERIALS WILL MEET THE NEEDS OF ANY PARTY. WITHOUT LIMITING THE FOREGOING, AND EXCEPT AS OTHERWISE PROVIDED HEREIN, ad-center.com DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL ad-center.com BE LIABLE TO YOU FOR ANY SERVICE FAILURE, DISRUPTION, DOWNTIME OR INCORRECT LINKAGE UNDER THIS AGREEMENT.
- LIMITATION OF LIABILITY. IN NO INSTANCE SHALL ad-center.com BE LIABLE TO YOU FOR LOST PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING WITHOUT LIMITATION, NEGLIGENCE), ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER OR NOT ad-center.com HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT COMMISSIONS AGREED UPON IN THIS AFFILIATE AGREEMENT ARE BASED IN PART UPON THESE LIMITATIONS, AND THAT THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Notwithstanding the foregoing, this section shall not limit either party liability to the other for (i) willful or malicious misconduct; (ii) gross negligence; (iii) indemnification under Section 7.12 or (iv) either party's liability for death or personal injury or their own acts of fraud.
- Indemnification. You agree to indemnify, defend and hold harmless ad-denter.com and its affiliates, directors, officers, employees and agents, harmless of and from any and all liability, losses, damages, injuries or expenses (including attorney's fees and expert witness charges) arising out of any claimed or alleged action or inaction toward any third party whether such claimed or alleged action or inaction arises out of a claim of misuse of copy written materials, License violation, domain misuse, trademark misuse or any active or passive negligence.
- Independent Contractors. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect.
- Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
- Integration. This agreement constitutes the entire understanding of the parties and revokes and super cedes any and all prior agreements and is intended to be a full and complete expression of the agreement between the parties. This agreement shall not be modified except in writing by the posting of a new agreement by ad-center.com on the ad-center.com web site.
- Use constitutes Signature. Your agreement to the terms set forth herein is manifested by any participation in the ad-center.com affiliate program including the submission of the affiliate application form and the collection of any commission under this agreement. This agreement may be modified, amended, altered or otherwise changed by ad-center.com without notice to any other party other than changing the agreement itself made available by ad-center.com to the affiliates on the ad-center.com web site.
8. Fraudulent Activities
You are expressly prohibited from using any means, devices, or arrangements, directly or indirectly, to commit fraud, misrepresent the content available on the Services, violate any applicable law or regulation, interfere with other affiliates, falsify information in connection with the Services or exceed your permitted access to Ad-Center website or Program, or otherwise engage in unlawful, impermissible, or inappropriate activities in connection with the Program. Your Ads shall not contain (by act or omission) deceptive, false, or misleading content, or any content which is presented in a deceptive, false, or misleading way, including deceptive, false, or misleading claims, offers, or business practices. You are further prohibited from engaging in any acts or practices that are (by act or omission) deceptive, false, misleading, aggressive, or otherwise unfair in connection with your Ads. These prohibited activities include, without limitation, advertising any video content as being available that is not in fact available directly from the advertised service and any practice of disguising (cloaking) any Ad with different content or a different landing page or presenting products or features that cannot in fact be supplied. Ad-Center shall have the right, in false advertising or cloaking attempts, misrepresentations or other prohibited activities, to ban Your Advertiser Account, to withhold account balance and to take all necessary legal actions to restore the damage caused by this violation. In any case Ad-Center shall make all determinations about such activity in its sole discretion.
9. Advertising Policy
Participation in the Ad-Center Affiliate/Publisher program shall be governed by the full adherence to the following Advertising Policies which form part of the Network’s Terms and Conditions. Failure to comply with these Policies can result in suspension and/or termination of the Publisher account.
In addition to the following general policies, each Advertiser may have specific guidelines in relation to the advertisement of their Products or Services. The Network shall advise the Publisher of any such additional guidelines. Failure to comply with these guidelines may result in suspension and or termination of the Publisher account.
Where the Network provides the Publisher with promotional materials (either on its own behalf or on behalf of an Advertiser), such materials shall remain the exclusive property of the Network and or Advertiser and Publisher shall not copy, reproduce, alter, modify, change, broadcast, distribute, transmit, disseminate, sell or offer for sale in any manner except as expressly authorised in writing.
All Publisher’s website(s) must satisfy the following criteria:
- All User information provided must be accurate and true and kept up-to date;
- The Domain information must be accurate and represent your business;
- Any and all payment details must be accurate;
- No duplicate accounts are permitted;
- Must contain appropriate Contact Page containing contact Information, Contact Form for customer queries and or complaints and corresponding response times. The Contact page must be accessible from every subpage;
- Publishers must adopt a DMCA-compliant system for the handling of takedown notices. At a minimum, this must include (a) a written policy that sets forth the Publisher’s requirements for a notice that is effective to trigger a takedown of material, (b) a written policy that provides for the termination of the account or customer status of repeat copyright infringers, that is conspicuously set forth to users of the Publisher’s website (best practice is a prominent link on the Publisher’s home page to the policy), and that is actually enforced by the Publisher, (c) designation with the U.S. Copyright Office of an agent to receive DMCA takedown notices, and (d) the name, address, telephone number and e-mail of each agent must appear on each website operated by the Publisher (best practice is a prominent link to this information on the Publisher’s home page). For Publishers based in the UK and European Union, there must be onsite information for the process for providing notice and or takedown policies in accordance with the Electronic Commerce (EC Directive) Regulations 2002.
- Must have a home page and or a “reason to exist” and there must be a homepage with subpages. All subpages must be accessible from the homepage. Isolated landing pages are prohibited.
- Website overall functionality: website must be fully functional, no "under construction" pages and all pages must load under 8 seconds.
- Logo: clear and valid logo which represents the website's’ niche: No plain or formatted text can be used as a logo, affiliates must use an image file.
Publishers (and any Publisher website) are strictly prohibited from:
- Using any promotional material other than that as provided by the Network, unless otherwise indicated;
- Promise of file availability: using deceptive, unfair and/or false advertising methods, including but not limited to explicit messaging stating specific content can be found on, or the ability to download or access such content the Advertiser’s site and promising specific content availability;
- Using materials that are in any way disparaging or may bring into disrepute the Advertiser, any other Advertiser and or the Network;
- Encouraging clicks: The following phrases/graphics, or any variation of these are examples:
- "click the ads"
- "support us"
- "visit these links"
- “click image/buttons below”
- arrows or other symbols pointing to the ads or other similar actions.
- Copying or cloning an Advertiser’s landing page, site designs and or URLs;
- Websites that contain any prohibited content such as adult content and or pornographic material; dating services; child pornogrpahy or exploitation of any kind; promotion of prohibited activities e.g. terrorism and or any material that can be seen to be in violation of any anti-terrorism legislation; racist or hate speech or any other obscene material; the offering for sale of illegal drugs and or weapons; gambling and or gaming; Intellectual Property Infringement and or any other restricted content;
- Using, placing, promoting, distributing or otherwise publishing content and or materials that are defamatory, libelous, unlawful or otherwise objectionable and or linking to any website that contains content which is libelous, defamatory, obscene, abusive, fraudulent or violates any laws or regulations;
- Use of signup button(s) and or sign up hyperlinks which directly link or redirect users to an Advertiser’s website;
- Incentivised, non-compliant advertising tactics and or wall offers;
- Unnatural attention to ads: when a website disguises the ads or has layouts that make it hard for users to distinguish between the site’s content and advertiser’s ads. For example: an affiliate website pretending to offer the actual service themselves with product descriptions, confusing visitors into thinking that they will are signing up to the affiliate’s service and not the advertiser’s service.
- Social Media engineering: using fake comments, reviews and testimonials;
- Using materials and or tactics which Ad-Center deems as misleading, fraudulent, false and/ or objectionable as so determined by the Ad-Center in its sole discretion.
Ad-Center shall have the right to revoke Publisher’s status without notice and/or suspend or terminate Publisher's account for any actual or suspected violation of the above prohibitions as may be determined in Ad-Center’s sole discretion.
These prohibitions and the other elements of the this Advertising Policy may be updated and/or modified from time to time, and it is the Publisher’s responsibility to ensure that in the course of the Publisher's performance under the agreement or otherwise with respect to any dealings between the Publisher and [ad-center.com] that the Publisher and each Publisher website is in compliance with the prohibitions and other elements of this Advertising Policy as updated.
This agreement was last updated on 19 October 2017