The Site allows Downloads BV to post offers of advertising programs sponsored by Downloads BV or its affiliates on the system ('Program(s)'). The Programs will specify the amount and terms under which You will receive payment ('Bounty') when the Program's requirements are fulfilled. Bounties are generated from a specified event ('Event') identified in a Program, such as clicks, click-throughs, sales, registrations, views and leads. The definition of the Event associated with a Program is set forth in the Program's specifications, and such definition shall govern this Agreement. If You accept a Program, You agree to place that Program's advertising creative on Your media properties, such as Your website, affiliated websites or email distribution lists ('Media'), in accordance with the terms of the accepted Program. Downloads BV may change a Program at any time unless otherwise specified upon reasonable notice to You. Similarly, You may drop previously accepted Programs at any time unless otherwise specified. Downloads BV is responsible for displaying and administrating all active Programs and tracking the payments owed. Downloads BV shall compile, calculate and electronically deliver data required to determine Your billing and compensation. Downloads BV's figures and calculations shall be final and binding. Any questions regarding the data provided by Downloads BV need to be submitted in writing within 30 days of receipt, otherwise the information will be deemed accurate and accepted as such by You.
All websites, newsletters, companies, or individuals need official approval from Downloads BV before they can become an Affiliate Partner ('Affiliate'). Only websites, affiliated websites and email distribution lists that have been reviewed and approved are permitted to use the Site. Downloads BV reserves the right to withhold or refuse approval for any reason, whatsoever.
A. In order to be eligible to become a Downloads BV Affiliate, all websites, affiliated websites and email distribution lists must meet the following criteria:
B. The content of the websites, affiliated websites and email distribution lists cannot infringe on any personal, intellectual property or copyrights including but not limited to:
Downloads BV grants You a non-transferable, non-exclusive limited license, if approved, to use the Site and any data, reports, information or analyses arising out of such use, subject to the terms and conditions set forth herein. You acknowledge and agree that You do not have, nor will claim any right, title or interest in the Site software, applications, data, methods of doing business or any elements thereof. You may only access the Site via web browser, email or in a manner approved by Downloads BV. Site integration tags must NOT be altered. Altering tags may jeopardize Your ability to be paid for Events.
Downloads BV actively monitors traffic for Fraud. If we detect fraud, your account will be made inactive pending further investigation.
If you fraudulently add leads or clicks or inflate leads or clicks by fraudulent traffic generation (as determined solely by Downloads BV, such as pre- population of forms or mechanisms not approved by Downloads BV), you will forfeit your entire commission for all programs and your account will be terminated. Downloads BV reserves sole judgment in determining fraud, and you agree to this clause.
It is the OBLIGATION of the Affiliate to prove to Downloads BV that they are NOT committing fraud. Downloads BV will hold your payment in 'Pending Status' until you have satisfactorily provided evidence that you are not defrauding the system. We flag accounts that:
You will be paid per the occurrence of an Event. Parties understand and agree that payment will be owed to Affiliate from Merchant on terms of NET 30. All accounts will be paid in US dollars ($US). unless otherwise specified. No checks will be issued for any amounts less than $50 US Dollars. Every US Affiliate account must have a unique, valid taxpayer identification number (TIN) or valid Social Security number, International Affiliates (Outside the US) can complete our w8 form. All payments are based on actual figures as defined, accounted and audited by Merchant. Downloads BV will facilitate payment by disbursing the earned portion of lump sum aggregate payments to individual Affiliates upon receipt of payment from Merchant. (this is generally net30 but in many cases can be net15 or net7 if quality and volume allow.)'
In the event Downloads BV fails to receive payment due from Merchant it shall have no payment obligation to Affiliate. If Merchant does not pay on time, Downloads BV will notify Affiliate and offer its best efforts in matters related to collections. Downloads BV will not pay for any Events that occur before a Program is initiated, or after a Program terminates. Invoices submitted to Downloads BV and payments made to You shall be based on the Events and corresponding Bounties as reported by Downloads BV. Downloads BV will not be responsible to compensate You for Events that are not recorded due to Your error.
This Agreement shall commence upon Your acceptance and remain in effect until terminated. This Agreement may be terminated by either Party upon three (3) days' notice. This Agreement shall terminate immediately upon the dissolution or insolvency of either Party. Downloads BV reserves the right, in its sole and absolute discretion, to terminate a Program and remove any advertisements at any time for any reason. Downloads BV also reserves the right to terminate Your access to the Site at any time without notice. Reasons for termination or suspension can include but are not limited to fraudulent, inaccurate or expired contact information and fraudulent lead data or transactions.
Termination notice may be provided via e-mail and will be effective immediately. All legitimate moneys due to Affiliate will be paid during the next billing cycle. If Affiliate defrauds the system, then payment is revoked as determined solely by Downloads BV.
The representations, warranties and obligations contained in paragraphs 5, 6, 7, 8, 9 and 10 shall remain in full force and effect after termination of this Agreement. All payment obligations accruing prior to the termination date shall survive until fully performed.
All information submitted by end-user customers pursuant to a Program is proprietary to and owned by Downloads BV or its affiliates. Such customer information is confidential and may not be disclosed by Downloads BV. In addition, You acknowledge that all non-public information, data and reports received from Downloads BV hereunder or as part of the services hereunder is proprietary to and owned by Downloads BV. All proprietary information is protected by copyright, trademark and other intellectual property law. You agree not to reproduce, disseminate, sell, distribute or commercially exploit any proprietary information in any manner. These non-disclosure obligations shall survive the termination of this Agreement.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, OPERATION OF A PROGRAM, OR YOUR DISPLAY OF ANY PROGRAM CREATIVE ON YOUR MEDIA, INCLUDING BUT NOT LIMITED TO BROKEN IMAGES, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE INFORMATION, CONTENT AND SERVICES ON THE SITE ARE PROVIDED ON AN 'AS IS' BASIS WITH NO WARRANTY. YOU USE THE SITE AND RUN PROGRAMS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE OPERATION OF THE SITE, THE INFORMATION, SERVICES, AND CONTENT INCLUDED ON THE SITE AND PROVIDED BY COMPANY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THIS SITE OR PROVIDED BY COMPANY IS ACCURATE, COMPLETE OR CURRENT.
You shall indemnify, defend and hold Downloads BV harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of Your: (a) improper use of the Site; (b) improper operation of a Program; or (c) breach or violation of this Agreement. Downloads BV shall indemnify, defend and hold You harmless from and against any and all claims allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of any actual infringement of intellectual property rights resulting from Your display of Downloads BV’s advertising creative provided in connection with operating a Program.
Downloads BV may assign this Agreement to a subsidiary or business successor. You may not assign this Agreement without the prior written consent of Downloads BV, which shall not be unreasonably withheld. This Agreement shall be construed and governed by the law of the state of New York. You expressly consent to the exclusive venue and personal jurisdiction of the state and federal courts located in New York County, New York for any actions arising from or relating to this Agreement.
If any provision of this Agreement is held to be invalid, illegal or unenforceable for any reason, such invalidity, illegality or unenforceability shall not effect any other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had not been contained herein.
Neither Party shall be liable to the other by reason of failure or delay in the performance of its obligations hereunder on account of Acts of God, fires, storms, war, governmental action, labor conditions, earthquakes, natural disasters, interruption in internet service or any other cause which is beyond the reasonable control of such Party.
Downloads BV shall be entitled to an award of its reasonable costs and expenses, including attorneys' fees, in any action or proceeding arising out of this Agreement.
This Agreement contains the sole and entire agreement and understanding between the Parties relating to the subject matter herein, and merges all prior discussions, whether through officers, directors, salespersons, employees or consultants. Each Party is an independent contractor and not a partner, joint venturer or employee of the other. All notices shall be sent to the addresses submitted by You when signing up for the service by certified mail, fax, email or courier.
Downloads BV reserves the right to change any conditions of this contract at any time, with or without notice.
Affiliates must comply with The CAN SPAM Act which regulates the form (what information must be included and the required format) commercial email must take. Specifically, The CAN SPAM Act requires that all commercial email contain the following:
The content, organization, graphics, design, compilation, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. The copying, redistribution, use or publication by you of any such matters or any part of the Site, except as allowed under 'Limited Right to Use' below, is strictly prohibited. You do not acquire ownership rights to any content, document or other materials viewed through the Site.
All trademarks are the property of their respective owners.