The following Terms and Conditions (“Terms and Conditions”), together with any and all Acceptable Use Policies, guidelines, previously posted amendments, schedules, attachments and exhibits (collectively, the "Agreement"), set forth the terms and conditions that shall govern the relationship between Brand Reward Inc. (“Brandreward”) and you as a publisher (“You,” “Your,” or “Publisher”) using the advertising service (the "Service") offered through the Brandreward Network (“Brandreward Network”, “Brandreward Network” or “Brandreward Services”) located at www.brandreward.com (the “Site”). The Brandreward Network and/or Brandreward Services is a nonexclusive, online, performance-based marketing network sponsored by Brandreward. You and Brandreward may also be individually referred to herein as a “Party” and collectively as “Parties.” You agree to use the Site, the Service and any additional products and/or services offered by Brandreward only in accordance with the Agreement. Brandreward reserves the right to amend, supplement, make changes to, or replace entirely the Site, the Service, and the Agreement at any time and without prior notification. You will be notified of any/all changes and/or modifications to the Agreement. Your continued use of the Site and/or the Service after any such modification thereof shall constitute Your consent to such modification. Therefore, You should regularly check the Site for updates and/or changes. For purposes of the Agreement “Publisher” includes the individual, company or entity and, without limitation, any parent entities, owners, subsidiaries, publishers, predecessor or successor entities, and any agents, officers, directors or employees acting on behalf of same, registering with Brandreward to use the Service.
YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OLD TO REGISTER AS A PUBLISHER, USE THE SERVICE, PARTICIPATE IN THE BRANDREWARD NETWORK AND/OR BRANDREWARD SERVICES, AND/OR USE THE SITE. Any registration by, use of, or access to the Service, the Brandreward Network and/or Brandreward Services, and/or the Site by anyone under age 18 is unauthorized, unlicensed and in violation of these Terms and Conditions. By registering as a Publisher, using the Service, participating in the Brandreward Network and/or Brandreward Services, and/or using the Site, You represent and warrant that You are at least 18 years of age or older and that you agree to abide by these Terms and Conditions.
If You do not agree to the Terms and Conditions in its entirety, You are not authorized to register as a Publisher, use the Service, participate in the Brandreward Network and/or Brandreward Services, and/or use the Site, in any manner or form whatsoever.
Brandreward solicits customers on behalf of its advertising clients (a "Brandreward Client" or the "Brandreward Clients") through the placement of advertising offers ("Offers") published by members of the Service or their "Sub-Publishers," as defined below. Offers may be, banners, gateways, text links, or any other advertising format that Brandreward may provide of a Brandreward Client's products and/or services that are published by members of the Service. The Brandreward Network and/or Brandreward Services enables Publishers to apply for and, upon approval by Brandreward, have an opportunity to earn “Commissions” through participation in various advertising campaigns (“Programs”) offered by Brandreward or Brandreward Clients in accordance with the Agreement. “Commissions” are generated from a specified transaction (“Action”) as defined by Brandreward. Actions include, without limitation, sales, registrations, leads, impressions, and/or clicks. Brandreward may, at its sole discretion, change a Program at any time, without prior notice to You, unless otherwise specified. Similarly, You may cease participation in a previously accepted Program at any time, unless otherwise specified. Program data compiled by Brandreward including, but not limited to, numbers and calculations regarding Actions and associated Commissions (“Program Data”), will be directly and/or indirectly calculated by Brandreward through the use of industry standard tracking technology and shall be final and binding on You. Any questions and/or disputes regarding the Program Data must be submitted in writing within seven (7) days of initial appearance in the tracking system, otherwise the Program Data will be irrevocably deemed to be accurate and accepted by You. Publisher understands and agrees that on occasion the Service and/or Brandreward Network and/or Brandreward Services may be inaccessible, unavailable or inoperable for any reason, including, but not limited to, equipment malfunctions, periodic maintenance procedures or repairs, or causes beyond the control of Brandreward or which are not reasonably foreseeable by Brandreward including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, the unavailability, operation, or inaccessibility of websites or interfaces, network congestion or other failures. Brandreward will attempt to provide the Service on a continuous basis. However, Publisher acknowledges and agrees that Brandreward has no control over the availability of the Service and Brandreward Network and/or Brandreward Services on a continuous or uninterrupted basis. Brandreward’s failure to deliver because of technical difficulties does not represent a failure to meet the obligations of the Agreement. Brandreward may, at its sole discretion, refuse to register You as a Publisher, terminate Your participation in the Service, and/or terminate Your participation in any Program at any time for any reason.
All information that you provide to Brandreward must be complete, accurate, and honest. Any falsification of personal information will result in the immediate termination and forfeiture of all Commissions up through and including the date of termination. Such information may include, without limitation, Your email address, telephone number, date of birth, gender, driver’s license number/state of issuance, or passport upload, social security number/EIN (if in the United States), and other means by which Brandreward may employ to identify You. And at all other times, when the information You provided is changed, you must update the information to keep it accurate, complete and current.
As a condition of Your membership, You represent, warrant, and covenant on a continuing and ongoing basis, that Your website:
(a) does not violate any state or federal laws or regulations, without limitation, governing: (i) false or deceptive advertising; or (ii) sweepstakes or gambling;
(b) does not contain any comparative advertising, trade disparagement or libelous, defamatory or infringing content;
(c) does not contain any machine-readable code that could be unintentionally downloaded onto a recipient's computer (such as a worm, virus, Trojan Horse or other self-executing computer program).
Websites that do not feature customer-friendly site navigation or contain acceptable content (including pornographic or hateful content) that Brandreward, in its sole discretion, determines does not meet a reasonably acceptable commercial or aesthetic standard are not eligible for membership. If Brandreward, in the exercise of reasonable discretion, determines Your website to be ineligible, all Commissions, whether earned or unearned, shall be forfeited.
Your participation and membership in the Service will commence on the date Your application is accepted and will continue until terminated by one of the Parties. Brandreward reserves the right to terminate an existing membership at will, in its sole discretion, for any reason/cause, or for no reason/cause at all.
Upon submission of your application, You will be issued an affiliate identification number or Key. The aforementioned affiliate identification number shall serve as a personal identifier. Your use of the aforementioned affiliate identification number and Your login information shall not, under any circumstances whatsoever, be distributed to and/or used by a third-party, including, without limitation, any Sub-Publisher. You are the sole authorized party with access to the affiliate identification number. You are solely and fully responsible for all activities that occur under Your affiliate identification number. You agree that You shall monitor Your affiliate identification number to prevent use by other persons and You will accept full responsibility for any unauthorized use. You may not authorize others to use Your affiliate identification number, and you may not assign or otherwise transfer it to any other person or entity. Should you suspect that any unauthorized party may be using your affiliate identification number, you will notify Brandreward immediately. Brandreward will not be liable, and You may be liable for losses, damages, liability, expenses, and fees incurred by Brandreward or a third party arising from someone else using Your affiliate identification number, regardless of whether You have notified Brandreward of such unauthorized use.
Publisher may desire to use non-member business partners and/or associates to distribute Offers, fulfill the obligations, and/or exercise the rights under a particular Program. For the purposes of this section, any of Publisher’s business partners or associates that participate in or perform any activities on behalf of Publisher under the Agreement shall be considered to be a “Sub-Publisher”. All Sub-Publishers must first independently apply and be accepted by Brandreward prior to participation. Brandreward reserves the right to reject any and all Sub-Publishers and may revoke a prior approval of any Sub-Publisher at any time and for any reason. Sub-Publishers must meet the same criteria for approval as the Publisher and must comply with all the terms and conditions that are applicable to Publisher under the Agreement. To provide the Services, Brandreward may need to engage other third party providers. Brandreward does not endorse such third party providers’ services in no event shall Brandreward be responsible or liable for any products or services of such third party providers.
Publisher is responsible for and shall fully and unconditionally indemnify Brandreward for any and all actions of any of its SubPublishers, including the payment of attorneys’ fees and costs. Each Sub-Publisher shall, for purposes of these Terms and Conditions, be deemed to be an agent of the Publisher and You are responsible in all respects for the activities of Your Sub-Publishers. Any breach by Your Sub-Publishers of the Agreement shall be deemed a breach by You. It is understood and agreed between You and Brandreward that
(a) Brandreward is not and shall not be party to any agreement between You and any Sub-Publisher,
(b) You are not authorized to make any commitments on behalf of Brandreward to any Sub-Publisher, including but not limited to any payment or other commitment by Brandreward
(c) no license other than the license set forth in herein may be extended by You to any SubPublisher. Additionally, Brandreward may, at its sole discretion, terminate a Publisher at any time based on the actions of that Publisher’s Sub-Publisher(s). Once express approval of a Sub-Publisher has been granted by Brandreward, notices to the Publisher shall be deemed notice to that Publisher’s approved Sub-Publisher(s). Publisher agrees that Brandreward is under no obligation to pay a Sub-Publisher. Brandreward further reserves the right to withhold or refuse payment to any Publisher in the event that any of its Sub-Publishers breach the Agreement
Nothing in Brandreward's permission to engage Sub-Publishers may be construed as extending to any Sub-Publisher the status of third-party beneficiary of any agreement between Brandreward and You, including without limitation these Terms and Conditions.
By accepting membership in the Service, You agree to refrain from originating, authorizing or participating in any non-consensual campaigns or promotions, whether by e-mail, telephone or otherwise, including but not limited to "spamming." Email distribution may only be made to those recipients who have agreed in advance to receive such transmissions from You (i.e., "opted-in"). Where use of e-mail marketing is authorized by Brandreward, the following terms shall also apply. Any and all e-mails supplied by Publisher:
(a) shall comply with all applicable federal and state laws including, but not limited to, the CAN-SPAM Act of 2003, as amended (CAN-SPAM) and any and all Federal Trade Commission implementing regulations;
(b) must not infringe, misappropriate or otherwise violate any copyright, patent, trademark, trade secret or other similar intellectual property right, or otherwise violate or breach any duty toward, or rights of, any person or entity including, without limitation, rights of privacy and publicity; (c) must not result in any consumer fraud, product liability or breach of contract to which Publisher is a party or cause injury to any third party. Publisher shall cause a valid physical postal address for Publisher (and/or the applicable advertiser) and a functioning unsubscribe link (such unsubscribe link must remain active for at least thirty (30) days after e-mail delivery) to be present and appear, as required by applicable law. Brandreward reserves that right to add such address(es) should Publisher fail to include same, but Brandreward is in no way responsible for including such address(es) where Publisher fails to do so. By accepting membership in the Service, You further agree that You shall not: (a) display fewer than 3 lines of terms and conditions text above the fold with 1024 screen resolution and Internet Explorer standard settings (i.e. menu bar, address bar), even if such text is i-framed within an offer or other website; (b) pre-populate any cell phone number input fields, even if an end-user filled out a similar form field on a prior page/step;
(c) display price and/or subscription terms at less than 12-point font size or lower than 125 color contrast;
(d) use any scroll-boxes around terms and conditions, including, without limitation, in a 1024 screen resolution with standard Internet Explorer/Firefox settings, i.e. displaying terms and conditions text in a distinct scrolling area (i-frame/frame/auto-resize);
(e) engage in any “stacked” marketing practices, e.g., without limitation, multiple ads for premium SMS content back to back with no obvious method to skip ads, and multiple premium SMS pop-up ads appearing when an end user clicks on a link or attempts to close a page;
(f) bid on or purchase keywords from a search engine service provider that include the trademark, service mark and/or brand name of any Company product and/or any affiliate or Brandreward Client, or any derivative of any such trademark, service mark or brand name;
(g) deliberately target customers under 13 years of age;
(h) auto spawn of browsers, automatically redirect visitors, use blind text links, misleading links, or forced clicks;
(i) make any representations, warranties or other statements concerning Brandreward or any of its products or services on any websites except as expressly authorized herein;
(j) create or utilize any websites that copy or resemble the look and feel of any of Brandreward’s websites or create the impression that such website is endorsed by Brandreward or a wireless carrier without prior written permission from Brandreward;
(k) use, in any way, non-approved websites or web pages, or in such a fashion that may be deceptive to the visitor;
(l) drive traffic using any downloadable applications without the prior written approval of Brandreward;
(m) pre-populate the “Cell Phone Number” or PIN number field on any sign-up page relating to a Brandreward product or service;
(o) alter the size of font or font context (i.e. boldface) of any text associated with an offer for a Brandreward product or service;
(p) imply directly or indirectly that a Brandreward product or service has been endorsed by a third party entity (i.e. a cell phone carrier or celebrity) or use the trademark or brand name of any such third party entity to promote the Brandreward product or service. Any violation of this Section by You or any third-party shall be deemed a material breach of the Agreement by You, and You shall be fully liable to Brandreward for all losses and damages, including, without limitation, legal expenses incurred by Brandreward as a result thereof.
All Publisher e-mails sent under the Agreement shall be delivered to addresses on e-mail lists owned or managed solely by Publisher. Publisher is required and agrees to maintain at all times during the term of the Agreement, and for a period of three years thereafter, maintain complete and accurate subscriber sign-up/registration data for every subscriber to Publisher’s e-mail list(s). In the event that Brandreward or a Brandreward Client receives a complaint from any recipient of an Offer transmitted by You, upon our request You will provide us with appropriate records verifying that recipient's consent to receive e-mail transmissions from You. Publisher agrees that, within twenty-four (24) hours of Brandreward’s request, it shall provide, at a minimum, subscriber signup/registration data for any email address that Publisher sends a publisher e-mail to, including, without limitation, subscriber e-mail address used to sign-up/register for Publisher’s e-mail list, subscriber’s IP address, date and time of subscriber’s sign-up/registration for Publisher’s e-mail list, location of subscriber’s sign-up/registration, and Your privacy policy.
You may not use a Brandreward Client's name (including any abbreviation thereof) in the originating e-mail address line or subject line of any e-mail transmission unless express permission has been given specifically by Brandreward. Your use of Offers in e-mails and/or websites is further restricted and governed by the obligations and restrictions set forth in the Agreement.
E-mails may not include falsification of header information, false registrations for e-mail accounts or IP addresses used in connection with e-mail advertisements, and/or retransmissions of an e-mail advertisement for the purpose of concealing its origin. Publisher and/or their e-mail delivery providers are prohibited from relaying or retransmitting e-mails from a computer or computer network that was accessed without authorization.
Website content, website text, as well as e-mail subject lines may not be false or misleading such that it would likely mislead a reasonable recipient as to the contents or subject matter thereof. You may only use approved website content and website text for which you have documented written approval from Brandreward.
Advertisements and/or solicitations must identify themselves as such, and do so reasonably, prominently, clearly, and conspicuously. For example, by stating in the message body "This advertisement is brought to you by (Your Company)." Further, the sender must identify itself as the initiator and sender of the e-mail including company name, e-mail address, and physical address. Publisher must include in the from line of each email, a domain name that is registered to the sender, which can be determined by performing a WHOIS look-up, or the name of the sender or marketer on whose behalf the email was sent. Specifically, Publisher may not send commercial email that contains both a generic from line and is sent from a proxy/privately registered domain name.
Senders of commercial e-mails covered by CAN-SPAM must give recipients an effective means of requesting not to receive future e-mail advertisements from You. You must include Your valid physical postal address. This can be Your current street address, a post office box You have registered with the U.S. Postal Service, or a private mailbox You have registered with a commercial mail receiving agency established under Postal Service regulations. Your message must include a clear and conspicuous explanation of how the recipient can opt-out of getting email from You in the future and provide the recipient the ability to send a reply message to You via a functional unsubscribe link that must remain operational for thirty (30) days from the date of the original e-mail transmission. You must craft the notice in a way that is easy for an ordinary person to recognize, read, and understand. You must honor opt-out requests promptly. You cannot charge a fee, require the recipient to give You any personally identifying information beyond an e-mail address, or make the recipient take any step other than sending a reply e-mail or visiting a single page on an Internet website as a condition for honoring an opt-out request.
You must honor a recipient’s opt-out request within ten (10) business days from receipt. Once You have been informed that a recipient no longer desires to receive more messages from You, You cannot sell or transfer their e-mail addresses, even in the form of a mailing list. The only exception is that You may transfer the addresses to a company You have hired to help You comply with CAN-SPAM.
You are responsible for knowing the source of Your traffic. Actions may not be obtained by the use of a program for lead generation and/or “automating” offer satisfaction or lead generation. You must have full and verifiable opt-in data for all recipients in Your database
Brandreward reserves the right to audit any website traffic at any time and for any reason, or no reason at all. Should Brandreward determine, in the exercise of its reasonable business judgment, that You have employed any device to artificially inflate Actions, Your membership in the Service and Brandreward Network and/or Brandreward Services will be immediately terminated, all unpaid Commissions for all Programs will be immediately voided, and You will return to Brandreward immediately any Commissions attributable to all Programs that had been previously paid within five (5) business day of demand.
You may use your login information to access Brandreward Offers. Brandreward Offers, along with associated Commission schedules and restrictions or conditions specific to each Offer may only be used for the purposes described herein. Placement of any Offer shall be at Your sole discretion, provided that, absent our specific written consent, which may be withheld for any reason or no reason at all, no Offer may be published in violation of these Terms and Conditions and/or the Agreement, as they may be amended or modified, from time to time
You may not add, subtract or in any way alter, edit, or modify any Offer, nor may You make any use whatsoever of any Offer other than for the purposes of, and as contemplated by, this Agreement
Subject to the Agreement and applicable Program terms, Brandreward grants to Publisher a limited, non-exclusive, revocable, non-transferable (except as may be set forth elsewhere, herein), royalty free, worldwide license to display on, distribute through, and/or download one or more Offers for posting on Your website and/or other approved marketing channels, and any and all associated trademarks, service marks, tradenames and/or copyrighted material (“Intellectual Property Matter”) that Brandreward provides to Publisher through the Brandreward Network and/or Brandreward Services for the limited purposes of promoting Programs to end users. Publisher may not remove or alter any copyright or trademark notices. The Intellectual Property Matter and other matters related to, without limitation, the Brandreward Network and/or Brandreward Services, Programs, Service, Offers and Site are protected under applicable copyright, trademark and other proprietary rights. The use, copying, redistribution and/or publication by Publisher of any part of, without limitation, the Brandreward Network and/or Brandreward Services, Programs, Service, Offers and/or Site, other than as expressly permitted hereunder, are strictly prohibited. Publisher does not acquire any ownership rights to, without limitation, the Brandreward Network and/or Brandreward Services, Programs, Service, Offers, and/or Site. The availability of the Brandreward Network and/or Brandreward Services, Programs, Service, Offers, and Site does not constitute a waiver of any rights related thereto. No part of the Site may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical. You may not use, copy, emulate, clone, rent, lease, sell, modify, decompile, disassemble, reverse engineer or transfer the Site, Site content or any portion thereof. Brandreward reserves any rights not explicitly granted in the Agreement.
You understand and agree to be paid the applicable Commission for each Action verified by Brandreward approximately thirty (30) days after the last day of a given calendar month, for Commissions realized in that month. Commissions will be payable only for Offers published by You in accordance with specific Program terms, and only after the Commissions have been earned. Commissions will not be "earned" until Brandreward receives corresponding payment from the Brandreward Client. Brandreward’s responsibilities do not involve investigating or resolving any claim or dispute involving You and any Brandreward Client or other third party. It is Your responsibility to advise us immediately of any change in any of the information furnished by You when You signed up for the Service. You agree that payment for Commissions will be owed to You from the applicable Brandreward Client, and that corresponding payments shall be made by Brandreward to You out of the funds actually collected by Brandreward from the applicable Brandreward Client. Brandreward shall have no payment obligation to Publisher where the Brandreward Client has not remitted sufficient payments to cover the Commissions otherwise due and owing Publisher. All Publisher accounts will be paid in U.S. dollars, unless otherwise agreed upon in written consent. Every Publisher account must have a unique, valid taxpayer identification number, valid Social Security Number or other applicable unique government identification. All payments due hereunder are exclusive of any applicable taxes, electronic wire transfer fees/costs, electronic funds transfer fees/costs (e.g., PayPal). Publisher shall be responsible for all of the foregoing applicable taxes, fees, and costs. A Brandreward Client may request that Brandreward, or Brandreward may, on its own initiative, debit from the Commissions otherwise due and owing Publisher an amount equal to a Commission previously credited to Publisher’s account where a return or cancellation has been made with respect to the applicable product and/or service, there is an instance of a duplicate, fraudulent or incomplete entry or other similar error with respect to a customer order, there are Actions that do not comply fully with the terms of the Agreement, including where the applicable non-complying Action is not the result of Publisher’s action, omission and/or failure to comply with the terms and conditions of the Agreement, there is non-receipt of payment from, or refund of payment to, the customer that entered into the subject Action, or there is any failure on the part of Publisher to comply with the Agreement and/or the applicable Program terms (collectively referred to as a “Chargeback”). Chargebacks requested by a Brandreward Client in accordance with this Section may be applied up to ninety (90) days after the end of the month in which the applicable Commission was earned. A Brandreward Client may request that the payment of a Commission be postponed for one (1) payment cycle where Brandreward Client is verifying an Action, Brandreward Client has a product return policy that allows the underlying purchaser to return the product during the chargeback period, or the applicable Program terms provide for such a postponement. The number or amount of Actions, credits for payments and debits for Chargebacks, as calculated by Brandreward, shall be final and binding on Publisher. You acknowledge and agree that Your receipt of Commission payments that Brandreward may elect to advance to You prior to those payments having been earned is conditional and subject to Brandreward's right to demand return of unearned Commissions for any reason, at Brandreward’s sole discretion. Brandreward reserves the right to withhold and/or cancel any and all Commissions otherwise due and owing to You at any time, in its sole discretion, when Brandreward believes that You and/or any Sub-Publisher is in breach of any term of these Terms and Conditions
Brandreward maintains records of all traffic passing over the Service. Brandreward's records shall govern all interpretations made under this Agreement, including but not limited to the calculation of Commissions.
Brandreward shall not be obligated to make any payment of Commissions to You unless the aggregate amount of earned Commissions equal or exceed the payment threshold of one hundred dollars ($100.00 USD). Any earned but unpaid Commissions shall carry over to the next regularly scheduled payment period.
If Brandreward, in its sole discretion, suspects or determines that You are in breach of any material term of this Agreement, Your account will be deactivated immediately, with no notice to You, and You will forfeit all Commissions, pending further investigation. Brandreward reserves sole judgment in determining the breach of any material term of this Agreement and You agree to be bound by any and all such determinations. It is the obligation and burden of Publisher to prove to Brandreward that it has not breached any material term of this Agreement. Brandreward will hold Your Commission-related payments until You have satisfactorily provided evidence that conclusively demonstrates to Brandreward that You have not breached any material term of this Agreement. If You are unable to provide Brandreward with satisfactory and conclusive evidence that You have not breached any material term of this Agreement within five (5) days of Your Commissions being so held by Brandreward, then Brandreward reserves the right to terminate Your Publisher account and cancel payment on the applicable Commissions, at its sole discretion and without notice or any further obligations to You.
Brandreward offers Publishers a 5% Commission on all sales generated through their referred associates through the Brandreward Network and/or Brandreward Services. If Publisher refers another person or entity that becomes a new a publisher for Brandreward, Brandreward shall pay Publisher a 5% (or the percent specified in an IO) of revenue generated by qualifying traffic for one (1) year following the referred publisher’s join date. Brandreward shall determine what revenue qualifies for the share in its sole and reasonable discretion and may adjust the revenue for any reason, including, without limitation, amounts not collected, amounts setoff, charged back, or canceled by its customers, adjustments for discrepancies between tracking systems, and reserves for anticipated adjustments. Publisher will only earn revenue for new publishers that Brandreward accepts into its network, in their sole and absolute discretion, and that sign an agreement reasonably similar this Agreement. Brandreward reserve the right to discontinue its relationship with any publisher at any time in its sole and absolute discretion and Publisher’s revenue share of a newly referred publishers stops upon termination of that new publisher’s relationship with Brandreward. Brandreward may terminate this referral program at any time, without notice to Publisher, and without any liability, whatsoever. Termination of this referral program does not affect other obligations in this Agreement.
Brandreward actively monitors traffic, Actions, Commissions, and other Program-related activities for potential fraud. If Brandreward, in its sole discretion, suspects or determines that Your account has been used in a fraudulent manner, Your account will be deactivated effective immediately, with no notice to You, and You will forfeit all Commissions, pending further investigation. By way of example, where the applicable Action involves the generation of leads, and the applicable leads delivered by You were are either fraudulently obtained, erroneous, fake, duplicates, or comprised of consumers that have previously registered for, opted-in to and/or are already members and/or customers of the subject Brandreward Client, as the case may be. By way of further example, where the subject email recipient associated with an Action did not opt-in to receiving e-mail marketing from You and/or Your Sub-Publishers, as applicable. Brandreward reserves sole judgment in determining fraud and You agree to be bound by any and all such determinations. It is the obligation and burden of Publisher to prove to Brandreward that it has not engaged in fraud. Brandreward will hold Your Commission-related payments until You have satisfactorily provided conclusive evidence that demonstrates to Brandreward that You have not engaged in fraud. If You are unable to provide Brandreward with satisfactory and conclusive evidence that You have not engaged in fraud within seven (7) days of Your Commissions being so held by Brandreward, then Brandreward reserves the right to terminate Your Publisher account and cancel payment on the applicable Commissions, at its sole discretion and without any further notice or obligations to You.
Any and all information submitted by end-user customers in connection with a Program shall be considered proprietary to and owned by Brandreward. Such customer information is Confidential Information (defined below) of Brandreward and may not be utilized or otherwise disclosed by You. In addition, You acknowledge that all non-public information, data, and reports made available by Brandreward hereunder or otherwise as part of the Services are proprietary to and owned by Brandreward. All proprietary and Confidential Information is protected by copyright, trademark and other intellectual property laws. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary or Confidential Information of Brandreward in any manner. These non-disclosure obligations shall survive termination or expiration of the Agreement.
“Confidential Information” means any information disclosed to You by Brandreward, either directly or indirectly, in writing, verbally, or by inspection of tangible objects, other than information that You can establish: (a) was publicly known and made generally available in the public domain prior to the time of disclosure to You by Brandreward; (b) becomes publicly known and made generally available after disclosure to You by Brandreward other than through Your action or inaction; and/or (c) is in Your possession, without confidentiality restrictions, at the time of disclosure by Brandreward as shown by Your files and records prior to the time of disclosure. All information relating to Your participation in the Brandreward Network and/or Brandreward Services and Service, including but not limited to Your log-in identification number, the identities of any Brandreward Client, Brandreward's Commission rates, Program rates, and pricing strategies shall be considered “Confidential Information”. You shall not at any time, without the prior written consent of Brandreward: (a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information; (b) use any Confidential information (other than to confirm the accuracy of Commission calculations); and/or (c) reproduce or otherwise copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to You or as required by applicable law. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain Brandreward’s personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Brandreward immediately upon Brandreward’s request.
In the event that Brandreward suspects or determines any unlawful acts and/or that a violation of this Agreement or any information pertaining thereto has been, will be, or is presently being committed, Brandreward reserves the right to release any current or past information including, but not limited to, this Agreement, You, Your use of, without limitation, the Brandreward Network and/or Brandreward Services and Service, Commissions, Offers, Programs, or Your SubPublishers. Brandreward further reserves the right to release any current or past information, as outlined above, if the information is subpoenaed, if Brandreward is sold or acquired, or when Brandreward deems it necessary or appropriate. You hereby consent to disclosure of any record or communication to any third-party should Brandreward, in its sole discretion, determine such disclosure to be appropriate and/or necessary.
All data, including but not limited to campaign results, user data, statistical information, traffic analysis or other data produced or provided by You, shall be deemed to be the property of Brandreward.
Brandreward currently uses and plans to continue to use some or all of the data collected through the operation of the Service in an aggregate manner (i.e. information aggregated into demographic data and not personally identifiable). All comments, feedback, information, or materials that You submit through or in association with the Site, is subject to and governed by Brandreward's Privacy Policy, as posted on Brandreward's website and as modified from time to time. We reserve the right to use all information regarding Your use of, without limitation, the Brandreward Network and/or Brandreward Services, Programs, Service, Offers and/or Site, and any and all other personally identifiable information provided by You, in accordance with the terms of our Privacy Policy.
Brandreward covenants and agrees to use its commercially reasonable best efforts:
(a) to provide, monitor and maintain the necessary technology applications required to link You to Brandreward Client websites;
(b) to provide You with Offers in appropriate format;
(c) to provide changes to Offers or cancellations as quickly as is commercially feasible in advance of requested change date or time.
You covenant and agree to use Your commercially reasonable best efforts:
(a) to continue to operate and maintain Your distribution channels in a manner consistent with the intent and purpose of this Agreement;
(b) to place Offers in Your distribution channels in accordance with this Agreement;
(c) to respond to any change notice and/or communication within one (1) business day from Brandreward's transmission of such change notice and/or communication to You;
(d) to maintain Your traffic in a manner that conforms with best practices of opt-in solicitation and privacy policies. You further agree to advise us immediately of any changes to any of the information You provided to Brandreward.
You hereby grant Brandreward a limited, non-exclusive, revocable, worldwide license for the term of this Agreement to use, reproduce and distribute Your company name and logo for use in our promotional materials.
You shall not, during the term of this Agreement and for twelve (12) months thereafter, implement any CPA/CPM/CPC/CPL/Flatfee/Campaign/Hybrid agreements with any Brandreward Client with whom You did not have a previously existing CPA/CPM/CPC/CPL/Flatfee/Campaign/Hybrid agreement. In the event that You do so directly contract with such a party, You shall pay Brandreward an additional commission equal to what Brandreward would otherwise have earned had You not violated this Section.
This Agreement shall commence upon execution of the relevant Insertion Order and remain in effect until terminated as set forth herein. This Agreement may be terminated by Brandreward at any time, for any reason, or for no reason at all. You may terminate this Agreement as set forth in the applicable Insertion Order. If no applicable notice period is specific, You may terminate this Agreement upon twenty-four (24) hours prior written notice. To the extent applicable and/or required, termination may be effected by delivery to the non-terminating Party of appropriate notice, delivered via e-mail, fax or other means of public communication, and will be effective immediately upon Your receipt of such notice , or three (3) business days following the sending of notice, whichever is earlier. In addition, Brandreward reserves the right, in its sole and absolute discretion, to terminate a Program at any time for any reason, upon notice to You. Brandreward also reserves the right to terminate Your access to the Site, Service, and/or Brandreward Network and/or Brandreward Services at any time with or without notice to You. As set forth in this Section, as well as in Section 32, any and all information that You may provide to Brandreward during the course of your participation in the Brandreward Service shall at all times remain the sole and exclusive property of Brandreward. The representations, warranties and obligations contained within this Section and the Agreement itself shall remain in full force and effect after termination of the Agreement.
Immediately upon termination, You will remove any and all Offers, Program information, Brandreward code, and/or or other intellectual property made available to Publisher in connection with its performance under the Agreement from any website(s) owned or operated by You, and/or suspend any and all campaigns, including, but not limited to, e-mail campaigns that have not already been sent.
Publisher and Brandreward hereby acknowledge and agree that Publisher is solely responsible for the method by which the Offers are disseminated. You represent and warrant that Your Publisher website contains distinct and legitimate content, substance and material, Your Publisher website is fully functional at all times and at all levels, and Your Publisher website features, at a minimum, a privacy policy linked conspicuously from such Publisher website’s home page, with a link that contains explicit language indicating its presence. You are obligated to fully comply with the privacy policy posted on the Publisher website at all times. You shall notify Brandreward in writing at least three (3) business days in advance of any changes to any applicable privacy policy and shall provide Brandreward with a revised copy of the affected privacy policy prior to the date that the changes take effect. Your further represent and warrant that You will not, nor knowingly permit any person to, inflate the amount of Actions through any deceptive or misleading practice, method or technology including, but not limited to, the use of any spyware, device, program, robot, hidden frames, redirects, spiders, computer script or other automated, artificial or fraudulent methods designed to appear like an individual, real live person performing and/or completing an Action, and that You will not use, nor knowingly permit any person or entity to use, any third-party trademarks in any way to direct traffic to any Publisher website or Brandreward Client website including, but not limited to, purchasing keywords from a search engine service provider that include the trademark, service mark and/or brand name, or any derivative of any such trademark, service mark or brand name. You further represent and warrant that You will not redirect traffic to a website other than the website specifically listed by the applicable Brandreward Client. You further represent and warrant that the content of Your Publisher website and, without limitation, Publisher e-mails do not promote, advocate, facilitate or otherwise include any of the following:
(a) hate speech or material that discriminates on the basis of race, ethnicity, gender, age, disability, religion or sexual orientation;
(b) Investment, money-making opportunities or advice not permitted under law;
(c) violence or profanity;
(d) pornographic, obscene, sexually explicit or related content;
(e) material that defames, abuses, is libelous, is tortuous or threatens physical harm to others;
(f) material that displays any telephone numbers, street addresses, last names, URLs, e-mail addresses or any confidential information of any third person;
(g) material that impersonates any person or entity;
(h) any indication that any statements You make are endorsed by Brandreward and/or a Brandreward Client, without Brandreward’s and/or Brandreward Client’s specific prior written consent;
(i) promotion of illegal substances or activities;
(j) content which is inappropriate or harmful to children;
(k) promotion of terrorism or terrorist-related activities, sedition or similar activities;
(l) software pirating;
(m) malicious hacking;
(n) any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(o) any software, product or service that is illegal or that violates the rights of a third party including, but not limited to, spyware, adware, programs designed to send unsolicited advertisements (i.e. “spamware”), services that send unsolicited advertisements, programs designed to initiate “denial of service” attacks, mail bomb programs and programs designed to gain unauthorized access to networks on the Internet;
(p) any software, product or service that harvests or collects the personal information of Internet users, whether or not for commercial purposes, without the express consent of such users;
(q) any spoofing, redirecting or trafficking from other websites in an effort to gain traffic;
(r) any content that infringes upon the intellectual property rights of any third party or any other right including, without limitation, false advertising, unfair competition, invasion of rights of publicity or privacy;
(s) gambling, contests, lotteries, raffles, or sweepstakes;
(t) any material that violates, without limitation, CAN-SPAM or the FTC Act;
(u) any illegal activity whatsoever (including any violations of applicable U.S. state or federal law or regulation, Canadian provincial or federal law or the laws of any other jurisdiction in which You operate).
ANY OBLIGATION OR LIABILITY OF BRANDREWARD UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF YOUR COMMISSIONS PAID TO YOU BY BRANDREWARD UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE CLAIM. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST BRANDREWARD MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU AGREE THAT BRANDREWARD SHALL NOT BE LIABLE TO YOU, OR ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, A CLAIM BY ANOTHER PUBLISHER OR A BRANDREWARD CLIENT), FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF GOODWILL, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. PUBLISHER RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE. THE SITE, PROGRAMS, BRANDREWARD CLIENTS’ UNDERLYING PRODUCTS AND SERVICES, CONTENT AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE SITE, PROGRAMS AND/OR BRANDREWARD CLIENTS’ UNDERLYING PRODUCTS AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. BRANDREWARD HAS NO LIABILITY, WHATSOEVER, TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHER’S USE OF, OR INABILITY TO USE, THE SITE, PROGRAMS AND/OR BRANDREWARD CLIENTS’ UNDERLYING PRODUCTS OR SERVICES AND BRANDREWARD DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT PUBLISHER’S USE OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE PROGRAMS WILL BE AVAILABLE TO PUBLISHER. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN BRANDREWARD AND PUBLISHER. THE SITE, PROGRAMS AND/OR BRANDREWARD CLIENTS’ UNDERLYING PRODUCTS AND SERVICES WOULD NOT BE PROVIDED TO PUBLISHER WITHOUT SUCH LIMITATIONS. BRANDREWARD MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE SITE AND/OR PROGRAMS. NO ADVICE OR INFORMATION, WHETHER VERBAL OR WRITTEN, OBTAINED BY PUBLISHER FROM BRANDREWARD AND/OR ANY BRANDREWARD CLIENT BY AND THROUGH THE SITE AND/OR PROGRAMS SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THE AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, BRANDREWARD’S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW
You shall indemnify, defend and hold Brandreward, Brandreward Clients and each of their respective parents, publishers, subsidiaries, officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to, without limitation:
(a) You and/or Your Sub-Publisher’s improper use of the Site, Brandreward Network and/or Brandreward Services, Programs, and/or the Service;
(b) any third party claim related to You and/or Your SubPublisher’s website, e-mails and/or marketing practices;
(c) any third party allegation or claim against Brandreward and/or Brandreward Clients relating to a violation of any and all state and federal laws or the laws of You and/or Your Sub-Publisher’s jurisdiction;
(d) any content, goods or services offered, sold or otherwise made available by You and/or Your Sub-Publisher on or through the Publisher and/or Sub-Publisher’s website, e-mails, other marketing channels or otherwise;
(e) breach and/or violation of the Agreement and/or any representation or warranty contained herein;
(f) You and/or Your Sub-Publisher’s use of the Site, Brandreward Network and/or Brandreward Services, Programs, and/or the Service, in any manner whatsoever.
The Agreement shall be treated as though it were executed and performed in Shanghai, People’s Republic of China and shall be governed by and construed in accordance with the laws of the People’s Republic of China without giving effect to any choice of law or conflict of laws rules or provisions. Any legal claims arising out of or relating to the Agreement must be brought in the state and city courts of the People’s Republic of China. Should a dispute arise concerning the terms and conditions of the Agreement or the breach of same by any Party hereto, the Parties agree to submit their dispute for resolution by binding arbitration before the laws of the People's Republic of China. Any award rendered shall be final and conclusive to the Parties and a judgment thereon may be entered in any court of competent jurisdiction. Nothing herein shall be construed to preclude Brandreward from seeking injunctive relief in order to protect its rights pending an outcome in arbitration. Nothing contained in the Agreement shall be construed to limit any legal remedies available to Brandreward. Brandreward may, in its sole discretion, elect to file an action in any court of competent jurisdiction in the laws of the People's Republic of China, in lieu of and despite the alternative dispute resolution provision above. Brandreward shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding in connection to, arising out of, or under the Agreement. To the extent permitted by law, You agree not to bring, join or participate in any class action lawsuit as to any claim, dispute or controversy that You may have against Brandreward and its employees, officers, directors, members, representatives and assigns. You agree to the entry of injunctive relief to stop such a lawsuit or to remove You as a participant in the suit. You agree to pay the attorneys' fees and court costs that Brandreward incurs in seeking such relief. This provision preventing You from bringing, joining or participating in class action lawsuits does not constitute a waiver of any of Your rights and remedies to pursue a claim individually and not as a class action in binding arbitration as provided above. This provision preventing You from bringing, joining or participating in class action lawsuits is an independent agreement.
If any provision of the Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provisions of the Agreement, and the Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein. No waiver of any breach of any provision of the Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
The Agreement is personal between You and Brandreward and governs Your use of the Site, Service, and/or the Brandreward Network and/or Brandreward Services, superseding any and all prior and/or contemporaneous agreements between You and Brandreward. Subject to any past or future publication of any updated Agreement, including any updated terms and conditions, Your account information, including information provided during the application process, represents the complete and entire expression of the agreement between You and Brandreward, and shall supersede any and all other agreements, whether written or verbal, between the Parties. To the extent that anything in or associated with the Site, Service, and/or the Brandreward Network and/or Brandreward Services offering is in conflict or inconsistent with the Agreement, the Agreement shall take precedence. Other than as set forth herein, the Agreement may be amended only by a written agreement executed by an authorized representative of each Party. To the extent that anything in or associated with the Brandreward Site, Service, and/or the Brandreward Network and/or Brandreward Services is in conflict or inconsistent with the Agreement, the Agreement shall take precedence.
Brandreward may assign or transfer its rights to the Agreement, or any portion thereof, at its sole discretion and without restriction. You may not assign, transfer or delegate any of Your rights under the Agreement except with prior written consent of Brandreward, which may be withheld for any reason, and any attempts to do so shall be null and void. Further, any such attempts may result in Brandreward, at its sole discretion, immediately terminating the Agreement and/or Your participation in any Program, without any liability to Brandreward. The Agreement will be binding on, inure to the benefit of and be enforceable against, the Parties’ successors and assigns.
Neither You or Brandreward shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of telecommunications, Internet or network failure or interruption, results of computer hacking, Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters or any other cause which is beyond the reasonable control of such Party.
The Parties are non-exclusive independent contractors and not partners, joint venturers, or employees of the other. Neither Party shall have the right to bind the other or to incur any obligation on the other Party’s behalf.
Unless otherwise specified herein, any notice, communication or statement relating to this Agreement, including the Terms and Conditions, shall be in writing and deemed effective immediately:
(a) upon delivery when delivered in person;
(b) upon Your receipt of such notice when delivered via e-mail, facsimile transmission or other means of public communication;
(c) upon Your receipt of such notice when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally recognized overnight courier service to the address of the respective Party;
(d) or three (3) business days following the sending of notice, whichever is earlier. All written notices shall be sent to the address submitted by You when You signed up for the Service and, if to Brandreward, to the address listed in the Contact Us section of the Site.
Any and all provisions hereof which by their nature are intended to survive the termination of Your participation in Brandreward’s Programs and/or this Agreement, shall survive any such termination.
Each Party represents and warrants to the other that:
(a) such Party has all necessary right, power and authority to agree to this Agreement and to perform its obligations hereunder;
(b) nothing contained in this Agreement or required by such Party's performance hereunder will place such Party in breach of any other contract or agreement to which it is bound or violate any applicable law, including obscenity, privacy and defamation laws;
(c) the performance of either Party's obligations under this Agreement shall not infringe or violate upon the intellectual property or privacy rights of any third party.
You may not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site. You may not take any action that imposes an unreasonable or disproportionately large load on the Brandreward infrastructure. You agree that any unauthorized and/or unlawful use of the Site, Service, Offers, and/or Programs would result in irreparable injury to Brandreward for which monetary damages would be inadequate. In such event, Brandreward shall have the right, in addition to other remedies available to it pursuant to the Agreement, to immediate injunctive relief against You without the need to post a bond.
You acknowledge and agree that by clicking on the button labeled “I Agree” or such similar links as may be designated by Brandreward to accept this Agreement, You are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that Your electronic submission constitutes Your agreement and intent to be bound by this Agreement. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws of the People's Republic of China or other similar statutes globally, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SOFTWARE OR SERVICES OFFERED BY BRANDREWARD. Further, You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
